Small Industries Development Bank of India Request for Proposal for Appointment of Consultant for Formulation and implementation of Business cum Development Strategy & Organisational Restructuring - SIDBI Vision 2.0

भारतीय लघु उद्योग विकास बैंक

Small Industries Development Bank of India

“व्यवसाय सह विकास रणनीति और संगठनात्मक पुनर्रचना - सिडबी विजन 2.0 - के निरूपण एवं कार्यान्वयन के लिए परामर्शदाता की नियुक्ति हेतु प्रस्ताव का अनुरोध ”

Request for Proposal

for Appointment of Consultant for

Formulation and implementation of

Business cum Development Strategy & Organisational Restructuring - SIDBI Vision 2.0

भारतीय लघु उद्योग विकास बैंक

एमएसएमई विकास केन्द्र, xx-11, जी ब्लाक,

बांद्रा कुर्ला काम्प्लेक्स, बांद्रा (पू.), मुम्बई – 400051

SMALL INDUSTRIES DEVELOPMENT BANK OF INDIA

MSME Development Center, C-11, ‘G’ Block,

Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

This Request for Proposal (RfP) document, its appendices, and annexes are the property of SIDBI. Use of contents of this document, its appendices, and annexes is, provided to you for the sole purpose of responding to this RfP. It may not be otherwise copied, distributed or recorded on any medium, electronic or otherwise, without SIDBI’s express written permission.

(निविदा सं: 400/2018/1273/BYO/SandP दिनांक 29/09/2017)

(RfP No : 400/2018/1273/BYO/SandP dated 29/09/2017)

Table of Contents

Sl No	Particulars	Page No
1	Term of RfP Response	5
2	Background on SIDBI	9
3	Terms of Reference	11
4	Process of Selection	19
5	Submission of Bids	23
6	Evaluation of Bids	27
7	General Terms and Conditions	31
8	Annexure(s)
	Annexure – I : Undertaking regarding agreement of all terms of RFP	54
	Annexure – II : Format for Relevant Engagements	57
	Annexure –III : Format for Reference Letter from Client	58
	Annexure – IV : Declaration: No Ownership or Control of SIDBI Directors/ Employees(or relatives)	59
	Annexure – V : Not penalized or Found Guilty in any Court of Law	60
	Annexure – VI : Number of Full Time professionals	61
	Annexure – VII : Approach and Methodology	62
	Annexure – VIII : Resources and Staffing [Staffing certificate to be specific]	63
	Annexure – IX : Financial Bid Format	65
	Annexure – X : Integrity Pact	66
	Annexure – XI : Bank Guarantee	74
	Annexure – XII : Bank Mandate Form	78
	Annexure – XIII : Non-Disclosure Agreement	80

Important Information / महत्वपूर्ण सूचना

(RfP No: 400/2018/1273/BYO/SandP dated 29/09/2017)

1.	Name of the Company	Small Industries Development Bank of India (hereinafter referred to as "SIDBI" or "the Bank")
2	Address for Communication Website address of SIDBI	The General Manager Small Industries Development Bank of India, 2nd Floor, BPRC & Strategic Planning, MSME Development Centre Plot No. C-11, G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 Phone: 000-00000000 Fax: 000-00000000 xxx.xxxxx.xx
	Activity	Date, Time & Place
3	Date of Issuance of RFP	September 29 , 2017
4	Last date for written request for any clarifications	October 09, 2017 at 5.00 p.m.
5	Pre-Bid Meeting	October 13, 2017, 2017 at 11.00 a.m. SIDBI, MSME Development Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400051
6	Last Date for submission of bids	October 27, 2017, 2017 at 03.00 p.m. SIDBI, MSME Development Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400051
7	Opening of Bids (Eligibility & Technical)	October 27, 2017 at 03.15 p.m. SIDBI, MSME Development Centre, Bandra Kurla Complex, Bandra East, Mumbai - 400051
8	Discussion / Presentation of eligible bidders with the selection committee	Will be informed to the eligible bidders in due course.
9	Opening of Financial bids	Will be informed only to the qualified bidders in due course.
10	Independent External Monitor (IEM) appointed by the CVC	Shri. Xxxxx Xxxxx, (IAS retd.) 00 Xxxxxx, Xxxx-00X, Xxxxx (Xxxx), Xxxx Xxxxx Xxxx, Xxxx-Xxxxxx 000000 Mob : 9821844044 e-mail : xxxxxx00@xxxxx.xxx

Note:

1. SIDBI reserves the right to change dates without assigning any reasons thereof. Intimation of the same shall be notified on the Bank's website

2. This bid document is not transferable.

3. 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.

********************

1. Term of RfP Response

1. This Request for Proposal (RFP) document has been prepared solely for appointment of a Consultant for the purpose of formulation and implementation of Business cum Developmental Strategy, Organizational Restructuring – SIDBI Vision-2.0. The RFP document is not a recommendation, offer or invitation to enter into contract, agreement or any other arrangement in respect of the services. The provision of the services is subject to observance of selection process and appropriate documentation being agreed between the Bank and any successful Bidder as identified by the Bank after completion of the selection process as detailed in Section 6 of this document.

2. While this document has been prepared in good faith, neither the Bank nor any of its employees make any representation or warranty or shall have any responsibility whatsoever in respect of this document. Any liability is accordingly and expressly disclaimed.

3. This document is meant to provide information only and upon the express understanding that the recipients / bidders will use it only for the purpose set out herein.

4. The consultancy firm / bidders shall bear all costs associated with the preparation and submission of the Tender including but not limited to additional information required by the Bank, attendance of meeting etc and SIDBI will in no case be held responsible or liable for these costs, regardless of the conduct or outcome of the tendering process.

5. The recipients / bidders must apply its own care and conduct its own investigation and analysis regarding any information contained in the RFP document and the meaning and impact to that information.

6. This document constitutes no form of commitment on the part of the Bank. Each recipient / bidder acknowledges and accepts that the Bank may, in its sole and absolute discretion, apply whatever criteria it deems appropriate in the selection of organisations, not limited to those selection criteria set out in this RFP document. The issuance of RFP document is merely an invitation to offer and must not be construed as any agreement or contract or arrangement nor would it be construed as material for any investigation or review to be carried out by the recipients / bidders. The recipients/ bidders unconditionally acknowledge by submitting its response to this RFP document that they have not relied on any idea, information, statement, representation or warrant given in this RFP document

7. SIDBI reserves the right to reject any or all the bids without assigning any reasons thereof without thereby incurring any liability to the consultants / bidders or any obligation to inform the affected consultants / bidders on the grounds for the Bank’s action or without assigning any reasons, whatsoever. The decision of SIDBI shall be final, conclusive and binding on all the Bidders/parties directly or indirectly connected with the bidding process and the same shall not be questioned / challenged

8. The Bank may be notified of any omission / discrepancy in the RFP before the closure of bid. If required, the Bank may thereafter modify the RFP. The modified RFP would be hosted on the Bank’s website.

9. SIDBI also reserves the sole right for carrying out any amendments/ modification / changes including any addendum to this RFP. Such amendments / modifications / changes including any addendum to this RFP shall be notified on the Bank’s website xxx.xxxxx.xx and these will be binding on the bidders.

10. SIDBI reserves the sole right to cancel the RFP at any stage without assigning any reason.

11. Before tendering, the bidders are requested to carefully examine the Tender / Bid Documents, Terms & Conditions of Assignment, Specifications and if there is or appears to be any ambiguity there in, they should immediately refer the matter to SIDBI, for clarification.

12. Any Tenders / Bids received by SIDBI after the deadline for submission of tenders prescribed by SIDBI will be summarily rejected and returned unopened to the Bidders. SIDBI shall not be responsible for any delay or non-receipt/ non-delivery of the documents.

13. From the time the proposals are opened to the time of appointment, bidders should not contact the Bank or any of its employees or representatives on any matter related to the proposal with a view to influence the examination, evaluation, ranking and appointment. Such an effort shall result in rejection of the bids.

14. All submissions, including any accompanying documents, will become the property of the Bank. The bidder shall be deemed to have licensed, and granted all rights to the Bank to reproduce the whole or any portion of their submission for the purpose of evaluation, to disclose the contents of the submission to other bidders and to disclose and/or use the contents of the submission as the basis for any resulting RFP process, notwithstanding any copyright or other intellectual property right of the recipient / bidder in the submission or accompanying documents.

15. RFP Validity period: RFP responses will remain valid and open for evaluation according to their terms for a period of at least 90 days from the RFP opening date. The Bank shall also have the right at its sole and absolute discretion to continue the assignment/contract with the successful bidder for future requirements on the rates finalized in this processing for various items/activities as described in the financial bid, or at the price negotiated thereafter, after expiry of current assignment period. In exceptional circumstances, the Bank may solicit the Bidder’s consent to an extension period of validity.

16. Communication on the RFP: Recipients are required to direct all communications for any clarification related to this RFP, to the RFP Coordinator mentioned below:

Strategy and Planning, xxxxx@xxxxx.xx

K V Karthikeyan, DGM, 022-67221536

Xxxxxxxx Xxxxxx, Manager, 022-67531373

All queries relating to the RFP, technical or otherwise, must be by email only and will be entertained by the Bank only in respect of the queries received upto the date and time specified in the section Important Information for RFP. The Bank will respond to all the queries in the pre bid meeting.

Bank may, in its absolute discretion seek, but being under no obligation to seek, additional information or material from any bidders after the closure of RFP and all such information and material provided will be taken to form part of that bidders response.

17. Sub-contracting: The Bank expects a single bidder having in-house capabilities to deliver the scope as per the Terms of Reference. Formation of consortium or association of consultants or sub-contracting of services in whole or part with other firms shall not be permitted. In case the consultant / bidder is found to not possess the requisite capabilities, it will be summarily disqualified from the process for this assignment.

18. Application Money: The bidder shall submit Application Money of INR 15,000 (Rupees Fifteen thousand only) by way of Demand Draft issued in favour of SIDBI, payable at Mumbai, which is non-refundable along with RFP response. The Bank may, at its discretion, reject any consultant / bidder where application money has not been furnished with the bid documents.

19. Bid Earnest Money: The bidder shall submit Earnest Money Deposit (EMD) by way of Demand Draft or Bank Guarantee of INR 10,00,000/- (Rupees Ten lakhs only) issued by any Scheduled Commercial Bank in India, in favour of SIDBI, payable at Mumbai along with the bid documents. In case of unsuccessful bidders, EMD or Bank Guarantee will be returned on completion of selection process. For the successful bidder, EMD will be returned on submission of performance Bank Guarantee as given in Section 1.20.

The earnest money deposit or invoked Bank Guarantee amount of a Consultant may be forfeited by the Bank if the consultant / bidder withdraws its bid during the bid validity period.

20. Performance Bank Guarantee: The selected Bidder has to provide an unconditional and irrevocable Performance Bank Guarantee of 10% of the contract value from any Scheduled Commercial Bank in India towards due performance of the contract in accordance with the specifications, terms and conditions of RFP document, within 15 days from the intimation from the Bank. The Performance Guarantee shall be kept valid upto 60 days, beyond the contract period. The EMD/Bank Guarantee of the successful bidder / consultant may be forfeited by the Bank if the consultant / bidder fails to furnish Performance Bank Guarantee within 15 days from the date of selection by the Bank for any reason whatsoever. The cost of performance Guarantee would have to be borne by the successful bidder.

21. Public Procurement Policy on Micro and Small Enterprises (MSEs)

1. SIDBI is governed by provisions of the Public Procurement Policy for Micro and Small Enterprises (MSEs) as circulated by The Ministry of MSME, GoI.

2. These provisions shall be applicable to Micro and Small Enterprises (MSEs) registered with District Industries Centers or Khadi and Village Industries Commission or Khadi and Village Industries Board or Coir Board or National Small Industries Corporation or Directorate of Handicrafts and Handloom or any other body specified by Ministry of Micro, Small and Medium Enterprises (MSMEs)

3. Such MSEs would be entitled for exemption from furnishing tender fee and earnest money deposit (EMD). In case of any issue on the subject matter, the MSE’s may approach the tender inviting authority to resolve their grievances.

4. Agencies/ Bidders desirous of availing exemptions/ preference under above provisions should submit a copy of proof of Registration as MSEs/ and ownership of the same by SC/ST (if applicable) along with the tender/RFP.

5. Bidder is required to inform its MSME status as per following definition, if applicable.

Enterprise Category	Manufacturing (Original Investment in P&M)	Services (Original Investment in Equipment)
Micro	Up to ` 25 lakh	Up to ` 10 lakh
Small	Up to ` 500 lakh	Up to ` 200 lakh
Medium	Up to ` 1000 lakh	Up to ` 500 lakh

* * * * * * * * *

2. Background on SIDBI

Small Industries Development Bank of India (SIDBI), set up on April 2, 1990 under an Act of Indian Parliament, acts as the Principal Financial Institution for the Promotion, Financing and Development of the Micro, Small and Medium Enterprise (MSME) sector and for Co-ordination of the functions of the institutions engaged in similar activities.

The mission of SIDBI is to empower the Micro, Small and Medium Enterprises (MSME) sector with a view to contributing to the process of economic growth, employment generation and balanced regional development having objective to serve as a single window for meeting financial and developmental needs of MSME sector.

The four basic objectives set out in the SIDBI Charter are Financing, Promotion, development and Co-ordination for orderly growth of industry in the MSME sector. The Charter has provided SIDBI considerable flexibility for adopting appropriate operational strategies to meet these objectives. The activities of SIDBI, as they have evolved over time, aim to meet requirements of MSME sector which spans a wide spectrum constituting modern and technologically superior units at one end and traditional units at the other.

The bank provides its services through a network of offices located all over India. Detailed information on the functions of the bank is provided on the website xxx.xxxxx.xx.

Since its inception, SIDBI has been playing an active role in promoting MSME sector and provided direct and indirect support to entrepreneurs across the journey of setting up and scaling of their enterprises.

For instance

1. The SmallB website (xxxxx://xxxxxx.xxxxx.xx/) promotes entrepreneurship and simplifies the process of setting up an enterprise

2. Equity is provided via in-house schemes, associates and VC/PE funds backed by SIDBI

3. Debt is provided directly to MSMEs, especially, in areas where other lenders do not participate enough

4. Debt, indirectly via other financial institutions, is facilitated through credit guarantee schemes, refinancing and SME specific ratings

5. Additionally, SIDBI has run large scale programs aimed at supporting MSMEs in marketing, technology development, capacity building to name a few.

SIDBI has played a very active and holistic role in the development of MSME ecosystem. However, several major trends are likely to impact the role of SIDBI going forward:

1. Negative growth in credit to MSMEs by public sector banks

   1. Public sector banks, historically, have had the largest share in MSME financing

   2. Overall credit growth has slowed and MSME credit growth has turned negative

2. Private banks, NBFCs gaining market share in MSME credit

   1. Private banks have grown their MSME credit book by 20+% in the last two years

   2. NBFCs’ MSME credit has grown at 30+% taking share from ~9% to ~13% since FY14

   3. Service (basic, value added) , flexible product and credit norms primary advantage

   4. Digital trends in consumer & enterprise behavior e.g., cashless payments, e-commerce, e-procurement providing a fillip to the tech savvy players

3. Banks and large (and/or) well rated NBFCs are able to tap bond markets at very competitive rates

4. Equity financing both at the seed stage and at the growth stage is not yet deep

   1. Continues to remain concentrated in very few sectors

   2. Always subject to flight depending on global macro situations

5. MSME sector continues to struggle along the same challenges articulated even 2 decades ago

   1. Due to the scale (or lack of thereof), the MSMEs face the following issues:

      1. Access to talent

      2. Access to raw materials

      3. Access to information

      4. Ability to market

      5. Quality

Thus, it is important to re-imagine SIDBI 2.0 and its role in the above context.

* * *

3. Terms of Reference

   1. Introduction

SIDBI has internally prepared a broad concept on SIDBI Vision 2.0. This concept needs to be validated with various stakeholders, developed into a detailed plan, to be followed by transformational changes in the organisational structure, products and processes etc. and implementation thereof in a timebound manner, so as to enable the Bank to play a very active and catalytic role in creating vibrancy in the MSME Ecosystem. It aims to have an integrated Credit Plus approach for MSMEs and its thought leadership. Key elements of the SIDBI Vision 2.0 are as under:-

1. SIDBI as a Thought leader and nodal agency for MSME sector

1. Shaping the MSME landscape

SIDBI should continue to play a role in shaping the policies that impact the MSME sector. It should play an activist, coordinating and specialist role in ensuring that the policies and regulations give the right thrust to the sector and continue to remove impediments. SIDBI should also find ways to become a more pervasive All India Financial Institution rather than remaining a DFI focussing on MSME sector in select areas only. This may require getting to backward areas through partnerships and promoting MSME sector to remove regional disparities. It needs to be ensured that interventions of SIDBI don't remain limited to MSMEs in certain pockets / cohort of MSMEs but also reach out to areas / MSMEs not having access to these services.

To do this, SIDBI needs to pursue activities that establish the position of SIDBI as the thought leader in MSME ecosystem more firmly. SIDBI can create forums that attract international participation, government and non-government bodies' involvement. SIDBI could fund research on topics that can promote MSME growth finance, create well researched indices that can be used for policy direction, e.g. State-wise MSME friendly policy index.

2. Preferred partner for implementation of government development schemes

SIDBI should position itself as a partner for implementation of government schemes in a financially viable manner. This will require developing mechanisms to drive / enable these schemes and measure impact of these schemes.

To deliver these SIDBI could establish itself as a platform through which all government and government sponsored MSME focused schemes are delivered. A tech-enabled mechanism that leverages open APIs, curated by SIDBI, could power SIDBI and all the other partner banks to allow MSMEs to access all the schemes in a hassle free manner.

2. Integrated approach for MSMEs - Credit Plus approach

In all the activities pursued and promoted by SIDBI, the central theme has to be a "Credit Plus" approach where not only the financing but other needs of the MSME ecosystem get addressed. Enhancing financing requires action on multiple fronts - in increasing the pool of lenders focused on MSMEs, helping lenders enhance their reach to MSMEs thereby ensuring a larger set of MSMEs get access to formal finance. At the same time, this has to be complemented with a concerted set of actions that provide MSMEs with support in scaling up their business, in areas such as financial management, human resources management, marketing, product development. This will have to be done through creating a broad set of linkages and partnerships to complement internal SIDBI capabilities; SIDBI will not have to build all requirements in-house.

3. Impact multiplier

Given the scale of the MSME sector, it is impossible for SIDBI to make a significant and material impact unless it uses other financial institutions to multiply its reach. Such impact could also be measurable in terms of informal enterprises getting linkages with formal FIs through SIDBI interventions.

1. SIDBI as a financier to other Financial Institutions

Debt refinance, credit delivery arrangements as well as equity stakes in FIs with a MSME focus have contributed to the strong foundation of MSME lending in the country. However, still formal credit to MSMEs is 50% or lesser than the total requirement. Hence, there is a definite gap that still exists and it would take new institutions as well as scaling up existing ones to make formal credit a reality for all MSMEs. While till now, the pre-dominant portion of the re-finance book has been to large banks, for SIDBI 2.0 it will be crucial to re-align the portfolio to reflect the changing landscape of MSME lending as well as fundraising landscape for the financial institutions. Given that large banks as well as large (and/or) well rated NBFCs today are able to raise funds at very competitive rates, SIDBI should further diversify its refinance portfolio to focus on financing high quality NBFCs, MFIs and SFBs that today do not have the ability to raise funds at competitive rates.

2. SIDBI as a skill and capability developer to FIs involved in MSME lending

1. MSME credit underwriting is challenging due to

• Poor availability of credit, business, brand, track record of the borrower

• Lack of financial, operational benchmarks of the borrower's specific business (sub-sector, business model)

2. Regulator acknowledges lack of an information utility hurting MSME credit

A credit utility with information will improve lenders' ability to underwrite and to detect stress. The existing credit expertise, SME ratings business and the credit guarantees scheme puts SIDBI in the right place to build this.

SIDBI can also play a key role in enabling banks and NBFCs in enhancing their underwriting and risk monitoring practices in line with recent trends (e.g. increased credit bureau reporting, digitization of information, new approaches being used for underwriting and monitoring). This will require SIDBI enhancing its internal capabilities, build programs (through tie-ups) for financial institutions that build next generation credit capabilities.

If SIDBI were to re-align its re-finance portfolio to smaller, younger NBFCs and nurture these financial institutions via support in other aspects like strengthening their operations and organization capability, it would be of immense value. SIDBI's role in creating the MFI sector from scratch has demonstrated this in ample measure.

3. SIDBI as a promoter of new FIs

SIDBI needs to actively engage in enhancing the existing pool of lenders especially to informal sector. There is an urgent need to scale up funds like India Microfinance Equity Fund (IMEF) for promoting new FIs not only in Micro Finance space but also micro enterprise space. It would be worth examining to setup a fund for investing into not only new FIs but also growing FIs with suitably enhanced Capital Market Exposure (CME) limits of SIDBI from RBI.

4. Aggregator

1. SIDBI promoted digital financial marketplace connecting FIs and MSMEs

With the rise in digitally available information, it is now increasingly prevalent for financial institutions to source loans especially in the retail and MSME sector digitally. SIDBI can ride the digitization wave and set up a digital financial market place that,

1. Can allow private banks, NBFCs to overcome physical distribution challenges

2. Can allow MSMEs to easily access financial products from different providers

3. Will promote transparency and reduce cost of financing for MSMEs

Such a marketplace can be a logical extension of existing SIDBI assets such as Receivable Exchange of India Ltd (RXIL), UdyamiMitra. It can also offer financial products beyond loans.

This will require SIDBI to be nimble in forging linkages and partnerships for getting various stakeholders on board and connected to the marketplace.

2. SIDBI promoted digital business market place connecting MSMEs amongst each other and with other providers for goods and services

The power of marketplaces has been proven world over and the success owes to the fact that it is beneficial to both the buyer and seller. A marketplace for goods and services will

• Help MSMEs to expand to newer markets for selling goods, services

• Help MSMEs to lower their own cost of raw material, services

Such a marketplace could also be linked with the financial marketplace to allow MSMEs to fund their working capital requirements. In the mature marketplaces like consumer retail focused e-commerce, this model is already gaining traction. SIDBI will examine what worked / what did not work in other business marketplaces to draw key learnings while designing the strategy for the marketplace.

5. Direct to SME

1. SIDBI providing MSMEs techno-management skill development

In addition to financial support, MSMEs need support in other areas of enterprise management such as financial management, human resources management, marketing, product development.

SIDBI can provide this via several models. Low touch models could include delivering selected e-learning modules through best-in-class providers like Lynda (now LinkedIn), Coursera. High touch models that exist (e.g., SBA in Singapore) include connecting MSMEs to world class advisory firms. Such advisory services can be provided as an awards to MSMEs with the highest potential, strongest trajectory.

Another way to help MSMEs develop, could be to make available a set of productivity and financial benchmarks for the appropriate cohorts (e.g., dal mills with a particular range of production). These benchmarks would help MSMEs in improving efficiency as well as financiers in judging the MSME in a more holistic fashion.

SIDBI would need to work on a market development approach for these services as these activities need to be self sustainable in the long term. Lessons learnt from past interventions of SIDBI and other Institutions have to be suitably factored into while designing the course of action in this direction.

SIDBI will also explore fee-for-service / alternate revenue models for providing and enabling such support.

2. SIDBI providing direct financing to MSMEs

While it is critical for SIDBI to use its resources in a manner that multiply the impact (e.g., providing debt or equity to other financial institutions), the role of directly financing MSMEs cannot be underestimated. Directly financing MSMEs helps in the following ways:-

• Promoting MSMEs in sectors, geographies where other FIs do not participate. E.g., SIDBI is amongst a handful of lenders supporting energy efficient asset building. Similarly, while several internet focused and allied MSMEs attract venture capital, options for manufacturing MSMEs to raise equity are limited.

• Keeping SIDBI's understanding of MSME funding needs upto date, is critical to the other pillars of the vision, as SIDBI's credibility also stems from the fact that, it is much more than just a nodal agency, due to its direct connect with MSMEs.

The direct financing that SIDBI does has to be based on a "next generation credit" model which uses data (traditional as well as non-conventional surrogate source) and analytics across the entire credit life cycle - sanction to post disbursement monitoring. This will require enhancing internal capabilities of SIDBI.

In this context, SIDBI could also explore partnerships with other banks and financial institutions for direct financing with appropriate risk-sharing protocol. These institutions could include a mix of banks including mid-sized banks which are focused on the MSME sector and could also benefit from SIDBI's position in the MSME ecosystem. This could be especially beneficial given the current capital constraints faced by the banking sector.

6. Subsidiary development

Development of SIDBI promoted subsidiaries and associates

SIDBI promoted subsidiaries and associates (CGTMSE, SMERA, MUDRA, RXIL, SVCL, ISARC amongst others) have been playing a critical role in facilitating the development of the MSME ecosystem. There is a need to scale these up and create a higher multiplier effect through these subsidiaries.

This requires SIDBI to reevaluate the strategy and governance framework of each of the subsidiaries / associates to ensure that these organizations realize their mission.

Strategy for the various subsidiaries needs to be woven with the overall vision for SIDBI 2.0 and synergies need to be optimally leveraged. SIDBI will also investigate if there are new developments that necessitate new subsidiaries or associates.

7. Internal SIDBI transformation

Value to Shareholders

SIDBI being a DFI has always had the challenge of balancing the developmental considerations with profit considerations so as to remain a viable and sustainable Development Financial Institution. There would be a need to set the ROE expectations in line with other DFIs elsewhere and also look to alternate sustainable ways to finance development expenditure.

SIDBI would need to find ways to suitably diversify the existing base of shareholders and provide adequate returns / exits to present shareholders. This may involve reaching out to funds with patient capital or even going public or similar options.

8. SIDBI undergoing a transformation to support the vision

For SIDBI to effectively execute the vision, it is imperative to undergo a transformation on several dimensions such as, but not limited to:

1. Organization

• Structuring the organization to present an integrated proposition to MSMEs (covering financing, capability building and other dimensions) and overcome silos which prevent optimal delivery

• Building internal performance management system which enables more robust delivery of SIDBI's vision and talent development

• Attracting the right talent and build appropriate skills keeping in mind future requirements (e.g. next generation credit skills which include data analytics capabilities)

• SIDBI needs to be a nimble organisation in not only getting itself into the action but also being persuasive enough to bring other Banks/FIs/Stakeholders on Board.

2. Digital & Analytics

Capabilities and resources required to execute digital and data driven elements of vision

3. Partnerships

Capabilities and resources required to strike partnerships with multiple category of stakeholders e.g., industry associations, equipment OEMs, fin techs

4. Process re-design

End to end process redesign using technology and lean principles to improve speed and efficiency of delivery.

5. Impact indicators

Clearly defined dashboard with metrics which measure SIDBI's impact on multiple dimensions related to the MSME ecosystem (growth, capability building) and broader economy

Accordingly, the Bank is proposing to appoint an external consultant for developing a detailed plan for SIDBI Vision 2.0, validate the same with stakeholders, and implementation thereof.

The Scope of Work for Consultants is defined below:

2. Time Frame for Programme

The project is envisaged for total duration of 12 months (including formulation of plan and implementation thereof) from the date of appointment. The Bank, at its discretion, may continue the services of the consultant for partnering for a further period of not exceeding 12 months.

3. Scope of Work for Consultant

The consultant needs to create an agenda that has immediate, medium term and long term action items. In the short term, certain actions need to be taken immediately to build momentum. The long term capacity building and transformative initiatives need to kick off to deliver in the next 2-3 years horizon. The agenda needs to be developed keeping in mind the of SIDBI as mentioned in Para 3.1 above while ensuring sustainable growth and profitability of the institution. The consultant also needs to implement the plan and produce clearly demonstrative results.

4. Milestones

The milestones should contain both short term and medium term targets and milestones will cover all the key aspects of the project as detailed in the scope of the RFP. The envisaged milestones would be defined in the Service Level Agreement.

5. Commitment on Resources

The Bank envisages continuous involvement of the consultant throughout the assignment. A dedicated project team has to work on site at the Bank’s premises for the entire duration of the project. The on-site team shall consist of a judicious mix of Senior, Middle, and Junior executives having the requisite experience. A team of at least 4 suitable qualified and experienced professionals in the field should be part of the dedicated team.

The on-site team of consultants would need to work under the overall guidance and control of senior executives of Consultant Firm. Subject Matter Experts should be brought on-board to provide necessary support to the on-site team when the need arises.

The selected Consultant would need to submit the phase wise resource deployment plan for the approval of the Bank. The Bank will evaluate the technical bids with particular emphasis on the quality, commitment, and composition of resources positioned for various roles in the project.

* * *

4. Process of Selection

The process of selection would be as follows:

1. Issue of RFP

2. Clarification / Pre Bid Meeting

3. Submission of Bids

4. Opening of Eligibility & Technical Bids

5. Discussion / Presentations of the firm’s meeting eligibility criteria with selection committee - Technical Score

6. Opening of financial bids of the bidders that are technically qualified (Technically qualified bidders will be ones that have scored above the predefined threshold decided by the Bank) - Financial Score

7. Award of contract based on combined score of the bidder

1. Eligibility

A list of the qualifying requirements and the supportive documents that need to be submitted are given in table below. Along with these documents, the firm must also submit "Undertaking" as per Xxxxxxxx X.

Sr No	Details	Supporting Documents to be submitted
1	The Consultant should have been in existence in India since April 01, 2012 or earlier with ability to service the client across India and should have an office in Mumbai Metropolitan Region. The Consultant should be a Government Organisation/ Public Sector Unit/ Partnership Firm/Private Limited Company/ Limited Liability Partnership Firm/MNC/ Public Limited Company registered or incorporated in India. It should not be an Individual / Proprietary Firm / HUF etc.	Certificate Incorporation / Constitutional Documents
2	The Consultant must have experience in providing consulting services to Indian Public Sector Banks / Private Sector Banks/ Foreign Banks / Financial Institutions / NBFCs	Relevant details of the engagement for past 5 years with client certificates. (Xxxxxxxx XX)
3	The Consultant should have undertaken at least one programme in Public Sector Banks / Private Sector Banks/ Foreign Banks / Financial Institutions/ / NBFCs on a Long Term basis (More than 6 Months) in the areas of Enterprise-wide process transformation / Organisational Restructuring and Implementation assignments / Business Process Re-Engineering in the last 8 years in India.	Relevant details of engagement(s) undertaken in the last eight years (Xxxxxxxx XX)
4	The Consultant should have in-house capability to take up assignment on its own but not through any associates. Joint and collative Bids will not be accepted	Undertaking Letter (Annexure I)
5	The Consultant should have average positive profit in the last three consecutive financial years (2014-15, 2015-16 and 2016-17). The profitability at Profit Before Tax levels would be considered for evaluation.	Certified copies of audited Balance sheet and Profit & Loss OR Certificate from auditor certifying the average positive Profit Before Tax for the last three consecutive years.
6	The Consultant must have earned a fee of at least INR 50 crores (Rupees Fifty Crores Only) from management consultancy services during each of the three previous financial years i.e. April 2014 to March 2017. Fee from services other than management consultancy viz audit, tax etc would not be included.	Suitable certification by Statutory/ Tax Auditors. In case the Consultant provides non-consultancy services also, the fee from consultancy services only will be considered; relevant certificate from Statutory/ Tax Auditors will be required.
7	The Consultant should not be owned or controlled by any Director or Employee of SIDBI (or their Relatives)	Self-Declaration by the Consultant on Company‟s letter head (Annexure IV)
8	The Consultant should not have been penalised or found guilty in any court of law and the consultant shall not have been blacklisted / debarred by any Central Government Ministry/ Bank/ RBI/ IBA/ any regulatory authority and not involved in any major litigation since April 2014 to till the date of submission of the Bid, that may have impact or compromise the delivery of services required.	Self- Certification by the Consultant on Company’s letter head to be provided. However, SIDBI would have the right to independently verify the same. (Annexure V)
9	The company / firm has not defaulted to any Bank within the jurisdiction of India	CIBIL report of the company / firm

Note:

1. Cut-off date for the eligibility criteria mentioned at clause 4.1 to be taken as April 01, 2017 unless otherwise specified.

2. Documentary evidence must be submitted for each criterion.

3. Public Sector Banks include Reserve Bank of India.

4. The Banks include only scheduled commercial Banks (included in the Second Schedule of Reserve Bank of India Act, 1934)

5. Scheduled commercial banks / Public Sector Banks exclude RRBs and Cooperative Banks.

6. Banks refer to Banks in India only.

7. Completion Letter/ Reference Letter (Format given in Xxxxxxxx XXX) from relevant Senior Executive of the client to be attached for each engagement reference mentioned

Apart from the above minimum criteria, the bidder is also required to give the following information:

Sr No	Document Required
i)	Ownership and nature of entity (public, partnership, subsidiary,etc.).
ii)	Income Tax returns for past three years.
iii)	Board resolution (in case of company) or Power of Attorney authorizing the authorized signatory to sign on behalf of the bidder.
iv)	Proof of address of registered office.
v)	Service Tax Registration Certificate / GST Registration Certificate
vi)	Integrity pact as per Annexure X

• SIDBI reserves the right to ask for additional / alternate documents from the bidder.

• The firms meeting the eligibility criteria as laid out above will be taken forward to the next stage of technical evaluation.

• Non - submission of any of the specified documents by the bidder would result in rejection of bid.

2. Technical Bid

Technical proposal will include details of overall approach to the areas listed in this RFP along with specific proposals/solution on each of these areas covering the conceptualization, design and implementation stages. Technical proposal should also clearly articulate the deliverables at the end of each phase of work. The consultancy firm / successful bidder is expected to work with the Bank to ensure early implementation of their recommendations.

The Technical Bid should be complete in all respects and contain all information required in the document.

3. Financial Bid

The Financial bid will contain the financial quote covering total price/fees/cost of undertaking the assignment inclusive of all out of pocket expenses of the consultant. Service tax / GST / any other applicable taxes have to be excluded. Consultants / bidders will bid an overall amount for the entire programme duration of 12 months. No upward revision in the price would be considered on any count. Relevant price information and the rates should be quoted in Indian Rupees only. The format of Financial Bid is given in Annexure IX.

The Financial bid made by the Bidder should take care of the following points:

1. The Financial Bid contradicting the Technical Bid (TB) in any manner will be rejected.

2. Financial Bid containing conditional offers will be rejected.

3. In case of discrepancy in words and figures, the price quoted in words will be taken as final.

4. There should not be any hidden costs for the items quoted.

5. The Bank is not responsible for the arithmetical accuracy of the bid. The consultants / bidders will have to ensure all calculations are accurate.

6. The Bank at any point in time for reasons whatsoever is not responsible for any assumptions made by the Consultant. The Bank at a later date will not accept any plea of the Consultant or changes in the financial offer for any such assumptions.

7. Any overwriting, erasure, etc. has to be initialed by the authorized person.

8. It may be noted that the Bank will not pay any other amount and other expenses like travel and accommodation etc. except the agreed professional fee and applicable Taxes.

9. The Bank will pay the Tax as per the rate applicable at the time of making payment. The TDS amount at prevailing rate shall be deducted from the payments to be made to the successful bidder / consultant.

10. The consultant shall take into account all conditions and difficulties that may be encountered during the course of assignment, while quoting the rate.

* * *

5. Submission of Bids

   1. The response to the RFP:

The response to the RFP will be in three parts:

1. Eligibility

2. Technical Bid

3. Financial Bid

All the three parts should be submitted at the same time, but in separately sealed envelopes giving full particulars in the manner specified in the points below. The envelopes should reach on or before the timeline mentioned in the Important Information for RFP given at beginning of this RFP.

2. RFP response documents:

The RFP response documents should be submitted in paper copies of the following:

1. Envelope 1:

A sealed envelope containing full particulars of eligibility criteria (specified in section 4.1) should be super scribed "ELIGIBILITY CRITERIA FOR APPOINTMENT OF CONSULTANT".

2. Envelope 2

A sealed envelope containing Technical Bid documents (specified in section

4.2) should be super scribed "TECHNICAL BID FOR APPOINTMENT OF CONSULTANT". The envelope should contain three sub-envelopes with the following:

1. Sub Envelope 1 should contain the application money demand draft (as specified in section 1.18) and should be super scribed as "APPLICATION MONEY FOR APPOINTMENT OF CONSULTANT"

2. Sub envelope 2 should contain the EMD demand draft OR BANK GUARANTEE (specified in section 1.19) and should be super scribed as "EARNEST MONEY DEPOSIT OR BANK GUARANTEE FOR APPOINTMENT OF CONSULTANT"

3. Sub-envelope 3 should contain the hard copy of the Technical Bid documents (specified in section 4.2) and should be super scribed "TECHNICAL BID FOR APPOINTMENT OF CONSULTANT"

• Detailed approach, methodology and work plan (including methodology for transfer of skills and capabilities) as per Xxxxxxxx XXX

• Details about the team, its composition, and key executives proposed in various roles of the programme, as per proforma for the Bank to compare the quality of teams between different Bidders, Staffing Schedule, team structure and profiles of programme leadership and experts who will be involved in the engagement in various capacities as mentioned in Annexure VIII

• Self Declaration regarding full time professional staff engaged exclusively in consulting services (as per Xxxxxxxx XX)

3. Envelope 3:

A sealed envelope containing soft copy of the eligibility criteria and technical criteria submitted in a pen drive and should be superscribed "SOFT COPY OF ELIGIBILITY CRITERIA &TECHNICAL BID FOR APPOINTMENT OF CONSULTANT".

Scan copy in PDF format of all the documents submitted as paper copies to be put on pen drive.

4. Envelope 4:

A sealed envelope containing Financial Bid Document (specified in section 4.3) should be super scribed "FINANCIAL BID FOR APPOINTMENT OF CONSULTANT"

5. Envelope 5

The above FOUR envelopes should be put together in a FIFTH envelope super scribing " APPOINTMENT OF CONSULTANT FOR FORMULATION AND IMPLEMENTATION OF BUSINESS CUM DEVELOPMENTAL STRATEGY, ORGANISATIONAL RESTRUCTURING - SIDBI VISION – 2.0 - NAME OF THE CONSULTANT"

6. The e-mail address and phone/fax numbers of the Bidder should also be indicated on the sealed envelope and all sub- envelopes.

7. The proposal should be prepared in English in MSWord / Excel/ PDF format. All correspondence will be in English. All forms may please be filled in Arial 12 Font in double spacing format. The Bid shall be typed in indelible ink and shall be signed by the Bidder or a person or persons duly authorized by the bidder to bind the bidder to the contract. The person or persons signing the Bids shall initial all pages of the Bids. Any interlineations, erasures or overwriting shall be valid only if they are initialed by the person signing the Bids. The Bank reserves the right to reject the Bids not conforming to the above.

8. The Bidder shall submit the proposals/Bid properly in a file that the papers are not loose. All the pages of the proposals including documentary proofs should be numbered as "Page #".

9. It should be noted that in case of any discrepancy in information submitted by the Bidder in hard-copy and soft-copy, the hard-copy will be given precedence.

10. Only one submission of the RFP response by each bidder will be permitted. In case of multiple submissions by the bidder, the first submission made will be given precedence.

11. The Bid must be submitted to the Bank at the following address:

The General Manager

Small Industries Development Bank of India,

2nd Floor, BPRC & Strategy & Planning,

MSME Development Centre

Plot No. C-11, G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Submission by Fax transmission or emails is not allowed and will be considered invalid.

3. Rules for responding to this RfP

1. The firms / bidders should use the formats prescribed by the Bank in submission of the RFP Response

2. All responses received after the due date/ time as mentioned in advertisement would be considered late and would be liable to be rejected.

3. Documents not required as part of the Tender should not be provided.

4. All bid responses would be deemed to be irrevocable offers/ proposals from the consultants / bidders and may be accepted by the Bank to form part of final contract between the Bank and the selected Consultant/s. Unsigned responses would be treated as incomplete and are liable to be rejected. The bids once submitted cannot be withdrawn/ modified after the last date for submission of the bids unless specifically permitted by the Bank.

5. In case, due to unavoidable circumstances, the Bank does not award the contract within three months from the last date of the submission of the bids, and there is a possibility to award the same within a short duration, the Consultant would have the choice to maintain the EMD with the Bank or to withdraw the bid and obtain the security provided.

6. The Bank reserves the right not to allow/ permit changes in the technical requirements and not to evaluate the offer in case of non-submission of the technical details in the required format or partial submission of technical details.

7. Consultant at no point in time can excuse themselves from any claims by the Bank whatsoever for their deviations in confirming to the terms and conditions and other schedules as mentioned in the RFP circulated by the Bank. Consultant shall be fully responsible for deviations to the terms & conditions etc. as proposed in the RFP.

8. If related parties (as defined below) submit more than one bid then both/all bids submitted by related parties are liable to be rejected at any stage at the Bank’s discretion:

1. Bids submitted by the holding company and its subsidiary

2. Bids submitted by one or more companies having common director/s

3. Bids submitted by one or more Limited Liability Partnership (LLP) firms having common partners

4. Bids submitted by one or more companies in the same group of promoters/ management

5. Any other bid in the sole discretion of the Bank is in the nature of multiple bids.

* * *

6. Evaluation of Bids

   1. Opening of Bids

The bids received within the prescribed date and time will be opened as per schedule mentioned in the Important Information for RFP given in the beginning of the RFP. During the opening of the bids, the bidders can depute an authorized representative (only one) to attend the bid opening process. No separate information will be given in this regard to the bidders for deputing their representatives. The representative has to submit an authority letter duly signed by the Management Consultancy firm, authorizing him to represent and attend the Bid opening on behalf of Management Consultancy firm. The authorised representative having photo identification, present shall sign a register of attendance. However, bids would be opened even in the absence of any or all representatives of the bidders.

2. Preliminary Scrutiny

The Bank will scrutinise the offers received to determine whether they are complete and as per RFP requirement. The firms meeting the eligibility criteria will be taken forward to the next stage of technical evaluation.

3. Technical Evaluation

The technical bid submitted will be evaluated by selection committee. The selection committee would undertake a discussion / presentation with the consultancy firms on the understanding of the key challenges before the Bank, proposed Approach and Methodology to be adopted, time frame for implementation of activities in the Bank and the proposed team. The technical capabilities and competence of the Management Consultancy firm should be clearly reflected in the discussion / presentation. The Bank will inform the date, time and venue of the discussion / presentation to the Consultancy firms that have met the eligibility criteria.

Kindly note that the team proposed in the Technical Proposal (in Annexure VIII) will need to necessarily be made available to the Bank for delivery of the assignment. During the course of the discussion / presentation, the Bank has the right to interview the proposed personnel, to decide whether to deploy him / her in the project or not. The Bank shall reserve the right to seek the change of Resource personnel in case of need. The Bank reserves the right to review the decision of appointment in the event the Bank is not satisfied with the performance.

Based on the details submitted by the Consultancy firms in the Technical Proposal and the Discussion / Presentation with the Selection Committee of the Bank, the Technical Evaluation of the eligible Management Consultancy firms will be carried out as furnished below:

Criteria	Requirement	Xxx Xxxxx
Full-time professional staff engaged exclusively in consulting services (Number of staff) in India as on April 01, 2017	>=250 employees: 10 marks >=200 to <250 employees: 8 marks >=150 to <200 employees: 6 marks >=100 to <150 employees: 4 marks >=50 to <100 employees: 2 marks	10
Relevant experiences of dedicated resources (Xxxxxx, middle and senior)	The dedicated resources proposed for the project should have experience in one or more of the related areas	20
Enterprise-wide process transformation / Organisational Restructuring and Implementation assignments executed by the bidder during last 8 years (as on bid submission date) in Indian Public Sector Banks / Private Sector Banks/ Foreign Banks / Financial Institutions / NBFCs	Only completed projects will be considered for evaluation. The Consultant has to provide case studies pertaining to relevant engagements undertaken by it in India.	30
Demonstration of understanding of the Bank’s context and the requirements mentioned in the RFP	Nature of issues identified, challenges likely to be encountered, mitigation proposed Bidders shall make presentation as per date and time to be advised in advance regarding the above.	20
Approach and methodology adopted by the consultant to identify and address the challenges	Assessment to be based on: Completeness of the response Exhaustiveness Depth of analysis exhibited Time lines & Deliverables Shall be evaluated based on details provided in technical response of the bidder	20
Total		100

Bidders who are eligible as per the eligibility criteria and score at least 70 marks out of 100 from the technical evaluation criteria would be considered as technically qualified. The Bank, at its sole discretion, may also choose to lower the minimum score from 70 marks.

Note:

1. Documentary evidence must be submitted for each criterion and undertaking or declaration made by the consulting firm must be on the company letter head and is to be signed by an authorized signatory

2. For the purpose of this RFP, Public Sector Banks would include Reserve Bank of India

3. The Banks include only scheduled commercial Banks (included in the Second Schedule of Reserve Bank of India Act, 1934)

4. Scheduled commercial banks / Public Sector Banks exclude RRBs and Cooperative Banks.

5. Banks refer to Banks in India only

6. Completion Letter / Reference Letter (Format given in Xxxxxxxx XXX) from relevant Senior Executive of the client to be attached for each engagement reference mentioned.

4. Combined Score

The marks scored in the technical bid which essentially rates the bidder on technical criteria will be given weightage of 80%. The financial bids will be given weightage of 20%. The combined score of technical and financial will determine the ranking of the firms. In case of a tie in the combined score between bidders, the xxxxxx xxxx xxxxxx technical score will be given a higher rank. The Bank will appoint the top ranked consultant based on the ranking derived from the combined score

Calculation of combined score

Score = T (w) X (ETS)/(HTS) +F(w) X (LC / C)

T(w) = weight of the technical score (80)

HTS= highest evaluated technical score among the qualified bidders

ETS= evaluated technical score of bidder

F(w)= weight of the financial score (20)

LC= lowest rate quoted among the qualified bidders

C = rate quoted by the bidder

5. Notification of Outcome

Xxxx will notify the consultant who has been appointed either in writing or by email as soon as practicable, about the outcome of the RFP evaluation process. Bank is not obliged to provide any reasons for any such acceptance or rejection. The decision of SIDBI shall be final, conclusive and binding on all the Bidders/parties directly or indirectly connected with the bidding process and the same shall not be questioned / challenged.

* * *

7. General Terms and Conditions

   1. Adherence to terms and conditions

The Consultants who wish to submit their responses to this RFP should note that they should abide (in true intent and spirit) by all the terms and conditions contained in the RFP. If the responses contain any extraneous conditions put in by the respondents / bidders, such responses may be disqualified and may not be considered for the selection process.

2. Consultant's Responsibilities and Related Conditions

1. Attention of bidders is drawn to the relevant and extant instructions of GoI, GFR issued by Ministry of Finance, guidelines of Central Vigilance Commission (CVC) as applicable to the subject matter of advice / service to be rendered by the consultant and are required to be complied with.

2. The Consultant shall, subject to the provisions of the Assignment and with due care, execute the work and take all responsibility, including the supervision thereof and all other things, whether of a temporary or permanent nature, required in and for such execution.

3. The Consultant shall carry out and complete the work in accordance with prevailing good industry practices and using workmanship of the quality and standards there in specified, provided that where and to the extent some approval of the quality of the standards of workmanship is a matter of opinion, such quality and standards shall be to the satisfaction of SIDBI.

4. The Consultant should provide professional, objective, un-biased and impartial inputs, recommendation and advices at all times and hold the Bank’s interest paramount and should observe the highest standard of ethics, values, code of conduct and honesty while executing the assignment.

5. The consultant carries with him/her/it a certain degree of accountability for any advice or /and any services rendered to the bank, keeping in view norms of ethical business, professionalism and the fact that such advice or service is rendered for a consideration. The bank may enforce such accountability in case of improper discharge of contractual obligations / deviant conduct by / of any of the parties to the contract. In this, share of bank’s responsibility, for accepting advice / and services provided by the consultant, will also be taken into consideration.

6. The consultant must act, at all times, in the interest of the bank and render any advice / service with professional integrity. The consultant shall always keep in view transparency, competitiveness, economy and efficiency in regard with matters related to the subject of the contract or assignment.

7. A consultant is expected to undertake an assignment/project, only in the areas of his/its expertise and where it has capability to deliver efficient and effective advice /services to the client.

8. The consultant will have to cooperate fully with any legitimately provided / constituted investigative body conducting enquiry into processing or execution of the consultancy contract / any other matter related with discharge of contractual obligations by the consultant.

3. Sufficiency of Tender

The Consultants shall be deemed to have satisfied itself as to the correctness and sufficiency of the rates and prices before agreeing to the Terms and Conditions. The rates quoted by the Consultants shall be adequate to complete the assignment according to the specification and conditions attached thereto. The Consultants should take into account all conditions and difficulties that may be encountered during the course of assignment and quote the amount, which shall include agreed professional fee/ contract amount without taxes, royalties and other duties and the value and all details of other facilities and services necessary for proper completion of the assignment, except such as may be otherwise provided in the contract document for completion of the assignment.

4. Execution of Service Level Agreement (SLA) / Non-Disclosure Agreement NDA

The selected Consultant will be required to execute the following:

1. Service Level Agreement (SLA) which will include all the services and terms and conditions of the services to be extended as detailed here in and as may be prescribed or recommended by SIDBI; and

2. Non-disclosure Agreement (NDA)

If the selected Consultant differs / does not agree on any conditions / terms of the contract, the Bank has the right to appoint the next ranked Consultant without any obligation or without assigning any reasons to anyone and shall not be held liable for any losses or damages caused by such action.

If the successful bidder fails to return the signed contract or provide the required performance security or expresses inability to carry out the contract or fails to start the work within stipulated time, the Bank shall forfeit the bid security amount (EMD) of the bidder and ban the contractor from subsequent bidding for a period of 3 years.

Unless and until a formal Agreement is prepared and executed, this Tender (RFP) together with the written acceptance of the Consultant thereof shall constitute binding Terms and Conditions between the parties.

5. Tenure

The Consultant will be appointed for a period of 12 months from the date of appointment, which inter-alia shall include the period of successful implementation. However, this would be subject to satisfactory performance during periodic reviews which would be solely adjudged by XXXXX. In case the performance of the consultant is deemed unsatisfactory, the contract will be terminated as per the provision of the "termination of contract" clause mentioned in this RFP.

SIDBI, at its discretion, in larger interest of the project may extend the services of Consultant for partnering for a further period of not exceeding 12 months on the same terms and conditions.

6. No Commitment to Accept Lowest Financial Proposal by value

SIDBI shall be under no obligation to accept the lowest price bid or any other offer received in response to this RFP and shall be entitled to reject any or all offers including those received late or incomplete offers without assigning any reason whatsoever. The Bank reserves the right to make any changes in the terms and conditions of engagement. The Bank will not be obliged to meet and have discussions with any Consultant, and/or to listen to any representations unless there is change in the terms and conditions ofengagement.

7. Payment terms

SIDBI will release the payment of the agreed Professional Fees to the selected Consultant after deduction of applicable taxes at source.

Payments will be made on quarterly basis based on achievement of demonstrable results of the envisaged milestones including specific areas pertaining to growth and profitability.

If any of the items/ activities corresponding to which certain price as mentioned in the price Bid is quoted, is not taken up by the Bank during the course of this assignment, the Bank will not pay the professional fees quoted by the selected Consultant in the Price Bid against such activity/ item.

8. Penalty

SIDBI will impose Liquidated Damages of 1% of the cost of order value for each weeks delay or part thereof attributable to the vendor, subject to maximum of 10% of the cost if

1. the selected Consultant fails to complete the due performance of the contract in accordance with the specifications and conditions agreed during the final contract negotiation,

2. any delay in deployment of resources beyond 30 days from (1) contract date/ LOI / order, OR (2) the date of issue of a change order for resources by XXXXX.

3. In case of absence of an on-site resource beyond 5 working days in a quarter and no stand-by resource is provided, (for each week or part thereof beyond 5 days).

Notwithstanding whatsoever stated in para above, if the selected Consultant fails to adhere to the time schedule or fails to complete the due performance of the obligations under this RFP as per the Bank’s satisfaction, then the Bank can repudiate the contract and recover 20.00% of the contract value as penalty from the selected Consultant.

9. Taxes

All applicable taxes on the consultancy fee will be paid by SIDBI. The Consultant shall be responsible for deposit of all taxes, duties, levies, fees or charges in respect of the works as required for the Assignment to concerned Government authorities. Also TDS will be deducted from the payments to the Consultant as per applicable laws.

10. Statutory authority obligations, notices, fees & charges

The Consultant shall comply with and give all notices required by any Act, any instrument, rule or order made under any Act, or any regulation or byelaw of any relevant authority which has any jurisdiction with regard to the assignment.

The Consultant would comply with all Applicable Laws as they relate to its performance under this Agreement. This Agreement shall be governed, interpreted by and construed in accordance with the laws of India.

11. Applicable Law and Jurisdiction of Court

The Contract with the selected Consultant shall be governed in accordance with the Laws of India and will be subject to the exclusive jurisdiction of Courts at Mumbai, Maharashtra.

12. Single Point of Contact

The selected Consultant should have a local office in India and has to provide details of single point of contact viz. Name, designation, address, e-mail address, telephone/ mobile no.etc.

13. Authorised Signatory

The selected Consultant shall indicate the authorized signatories who can discuss and correspond with the Bank, with regard to the obligations under the contract. The selected Consultant shall submit at the time of signing the contract, a certified copy of the resolution of their Board, authenticated by Company Secretary/ Director, authorizing an official or officials of the company or a Power of Attorney copy to discuss, sign agreements/ contracts with the Bank. The Consultant shall furnish proof of signature identification for above purposes as required by the Bank.

14. Work space and administrative requirements

1. The key persons identified by the selected Consultant for the programme should carry out their activities from SIDBI’s Office located at MSME Development Centre, Bandra Kurla Complex, Bandra East, Mumbai or from any other suitable location as provided by the Bank. The Consultant may indicate their administrative requirement to the Bank well in advance. No charges would be applicable to the Consultant for the same.

2. In case the Bank permits use of any of its assets the same shall be solely for the purpose of execution of its obligations under the terms hereof. The bidder shall, however, not have any right or other interest in any such property, and any possession of property for any duration shall not create any right in equity or otherwise.

15. Substitution of Programme Team Members

During the assignment, the substitution of key staff identified for the assignment will not be allowed unless such substitution becomes unavoidable to overcome the undue delay or that such changes are critical to meet the obligation. In such circumstances, the selected Consultant, as the case maybe, can do so only with the prior written concurrence of SIDBI and by providing the replacement staff of the same level of qualifications and competence. If the Bank is not satisfied with the substitution, the Bank reserves the right to terminate the contract and recover whatever payments (including past payments and payment made in advance) made by the Bank to the selected Consultant during the course of the assignment pursuant to this RFP besides claiming an amount equal to the contract value as penalty. However, the Bank reserves the unconditional right to insist the selected Consultant to replace any team member with another (with the qualifications and competence as required by the Bank) during the course of assignment pursuant to this RFP.

16. Rights in Intellectual Property and Material

All the rights relating to the Trade Marks and Copy Rights in respect of work generated by the Consultant on behalf of SIDBI and paid for by SIDBI shall vest with SIDBI. Provided that SIDBI would reimburse the Consultant for any sums of money paid for the assignment / licensing of the copyright by way of fees, charges, or otherwise as provided by the guidelines, regulations, rules, or policies of any professional body or association, with prior approval from SIDBI.

In order to perform the services, the Consultant must obtain at its sole account, the necessary assignments, permits and authorizations from the title holder of the corresponding patents, models, trademarks, names or other protected rights and shall keep SIDBI harmless and indemnify SIDBI from and against claims, proceedings, damages, costs and expenses (including but not limited to legal costs) for and/ or on account of infringements of said patents, models, trademarks names or other protected rights.

All documents, report, information, data etc. collected and prepared by Consultant in connection with the scope of work submitted to SIDBI will be property of the Bank, it shall have every right to use data that may be in the possession of the consultant or its representative in the course of performing services under the agreement that may be entered into. The Consultant shall not be entitled either directly or indirectly to make use of the documents, reports given by SIDBI for carrying out of any services with any third parties. Consultant shall not without the prior written consent of SIDBI be entitled to publish studies or descriptive article with or without illustrations or data in respect of or in connection with the performance of services.

The pre-existing intellectual property of the Consultant used in deliverables shall remain vested with the Consultant. Anything developed during the course of the project shall be owned by the Bank.

17. Confidentiality

1. Information provided under this RFP and subsequent Service Agreement (if the Consultant is selected) is confidential and neither Party shall at any time either during the association or at any time thereafter divulge either directly or indirectly to any person(s), firm or company, business entity, or other organisation whatsoever, any Confidential Information that the Other Party may acquire during the course of such association or otherwise concerning the Other Party’s business, property, contracts, trade secrets, clients or affairs.

2. “Confidential Information” means any and all information that is or has been received by the "Receiving Party "from the "Disclosing Party "and that:

1. Relates to the Disclosing Party; and

2. Is designated by the Disclosing Party as being confidential or is disclosed in circumstances where the Receiving Party would reasonably understand that the disclosed information would be confidential or

3. Is prepared or performed by or on behalf of the Disclosing Party by its employees, officers, directors, agents, representatives or consultants.

4. Without limiting the generality of the foregoing, Confidential Information shall mean and include any information, data, analysis, compilations, notes, extracts, materials, reports, specifications or other documents or materials that may be shared by the Bank with the Consultant.

5. "Confidential Materials" shall mean all tangible materials containing Confidential Information, including, without limitation, written or printed documents and computer disks or tapes whether machine or user readable.

6. Information disclosed pursuant to this clause will be subject to confidentiality for the term of contract plus two years. However, where Confidential Information relates to the Bank’s data or data of the Bank customers, including but not limited to the Bank customers ‟or the Bank employees‟ personal data or such other information as the Bank is required by banking secrecy or such other laws to protect for an indefinite period, such Confidential Information shall be protected by the receiving party for an indefinite period or until such time when the receiving party no longer has access to the Confidential Information and has returned or destroyed all Confidential Information in its possession.

7. Nothing contained in this clause shall limit Consultant from providing similar services to any third parties or reusing the skills, know-how and experience gained by the employees in providing the services contemplated under this clause, provided further that the Consultant shall at no point use the Bank’s confidential information or Intellectual property.

3. The Parties will, at all times, maintain confidentiality regarding the contents of this RFP and subsequent Agreement and proprietary information including any business, technical or financial information that is, at the time of disclosure, designated in writing as confidential, or would be understood by the Parties, exercising reasonable business judgment, to be confidential.

4. The Parties will keep in confidence and not disclose to any third party any and all Confidential Information available to the Parties, whether such information is given in writing or, is oral or visual, and whether such writing is marked to indicate the claims of ownership and/or secrecy or otherwise. Except as otherwise provided in this RFP, the Parties shall not use, nor reproduce for use in any way, any Confidential Information. The Parties agrees to protect the Confidential Information of the other with at least the same standard of care and procedures used to protect its own Confidential Information of similar importance but at all times using at least a reasonable degree of care.

5. If the Consultant hires another person to assist it in the performance of its obligations under this RFP, or assigns any portion of its rights or delegates any portion of its responsibilities or obligations under this RFP and subsequent Agreement to another person, it shall cause its assignee or delegate to be bound to retain the confidentiality of the Confidential Information in the same manner as the Consultant is bound to maintain the confidentiality.

6. The Receiving Party shall, at all times regard, preserve, maintain and keep as secret and confidential all Confidential Information and Confidential Materials of the Disclosing Party and

1. disclose, transmit, reproduce or make available any such Confidential Information and materials to any person, firm, Company or any other entity other than its directors, partners, advisers, agents or employees, sub-contractors and contractors who need to know the same for the purposes of maintaining and supporting the equipment provided as a part of the contract. The Receiving Party shall be responsible for ensuring that the usage and confidentiality by its directors, partners, advisers, agents or employees, sub-contractors and contractors is in accordance with the terms and conditions and requirements of this RFP; or

2. unless otherwise agreed herein, use of any such Confidential Information and materials for its own benefit or the benefit of others or do anything prejudicial to the interests of the Disclosing Party or its customers or their projects.

7. In maintaining confidentiality here under the Receiving Party on receiving the confidential information and materials agrees and warrants that it shall:

1. Take at least the same degree of care in safeguarding such Confidential Information and materials as it takes for its own confidential information of like importance and such degree of care shall be at least, that which is reasonably calculated to prevent such inadvertent disclosure.

2. Keep the Confidential Information and Confidential Materials and any copies there of secure and in such a way so as to prevent unauthorized access by any third party

3. Limit access to such Confidential Information and materials to those of its directors, partners, advisers, agents or employees, sub-contractors and contractors who are directly involved in the consideration/evaluation of the Confidential Information and bind each of its directors, partners, advisers, agents or employees, sub-contractors and contractors so involved to protect the Confidential Information and materials in the manner prescribed in this document.

4. Upon discovery of any unauthorized disclosure or suspected unauthorized disclosure of Confidential Information, promptly inform the Disclosing Party of such disclosure in writing and immediately return other Disclosing Party all such Information and materials, in whatsoever form, including any and all copies thereof

5. The Receiving Party who receives the confidential information and materials agrees that on receipt of a written demand from the Disclosing Party;

1. Immediately return all written Confidential Information, Confidential materials and all copies thereof provided to, or produced by it or its advisers, as the case may be, which is in the Receiving Party‟s possession or under its custody and control

2. To the extent practicable, immediately destroy all analyses, compilations, notes, studies, memoranda or other documents prepared by it or its advisers

3. to the extent that the same contain, reflect or derive from Confidential Information relating to the Disclosing Party

4. So far as it is practicable to do so immediately expunge any Confidential Information relating to the Disclosing Party or its projects from any computer, word processor or other device in its possession or under its custody and control.

5. To the extent practicable, immediately furnish a certificate signed by its director or other responsible representative confirming that to the best of his/ her knowledge, information and belief, having made all proper enquiries the requirements of this paragraph have been fully complied with.

6. The rights in and to the data/ information residing at the Bank’s premises, including at the Disaster Recovery Centre even in the event of disputes shall at all times solely vest with the Bank.

6. This shall not be applicable and shall impose no obligation on the receiving party with respect to any portion of Confidential Information which:

1. Was at the time received or which thereafter becomes, through no act or failure on the part of the receiving party, generally known or available to the public;

2. Is known to the receiving party at the time of receiving such information as evidenced by documentation then right-fully in the possession of the receiving party;

3. Is furnished by others to the receiving party without restriction of disclosure;

4. Is there after rightfully furnished to the receiving party by a third party without restriction by that third party on disclosure;

5. Has been disclosed pursuant to the requirements of law or by any court of competent jurisdiction, the rules and regulations of any recognized stock exchange or any enquiry or investigation by any governmental, statutory or regulatory body which is lawfully entitled to require any such disclosure provided that, so far as it is lawful and practical to do so prior to such disclosure, the Receiving Party shall promptly notify the Disclosing Party of such requirement with a view to providing the Disclosing Party an opportunity to obtain a protective order or to contest the disclosure or otherwise agree to the timing and content of such disclosure

6. Was independently developed by the receiving party without the help of the Confidential Information.

8. On termination of the RFP and subsequent Agreement, each party must immediately return to the other party or delete or destroy all Confidential Information of the other party and all notes and memoranda (including copies of them) containing Confidential Information of the other party in its possession or control save for that training materials and Documentation that has been provided to the Bank which is contemplated for continued realization of the benefit of the Services. Notwithstanding the foregoing, Consultant may retain a copy of such information (but which shall not include customer data and Confidential Information) as may be necessary for archival purpose. Where Confidential Information relates to the Bank’s data or data of the Bank customers, including but not limited to the Bank customers‟ or the Bank employees‟ personal data or such other information as the Bank is required by banking secrecy or such other laws to protect for an indefinite period, such Confidential Information shall be protected by the receiving party for an indefinite period or until such time when the receiving party no longer has access to the Confidential Information and has returned or destroyed all Confidential Information in its possession.

9. The Confidential Information and materials and all copies thereof, in whatsoever form shall at all times remain the property of the Disclosing Party and its disclosure under the contract shall not confer on the Receiving Party any rights whatsoever beyond those contained in the contract.

10. Without prejudice to any other rights or remedies which a Party may have, the Parties acknowledge and agree that damages would not be an adequate remedy for any breach of the clause and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision and no proof of special damages shall be necessary for the enforcement of the rights under this Clause. Further, breach of this Clause shall be treated as "Material Breach" for the purpose of the contract.

The confidentiality obligations shall survive the expiry or termination of the agreement between the Consultant and the Bank.

11. The Bank shall use the deliverables only for internal use as per the agreement. Disclosure to third parties shall be after removing consultant‟s reference, except when the information is required for submission to statutory / regulatory authorities.

18. Indemnification

All applicants under the RFP absolutely, irrevocably and unconditionally hereby indemnifies and undertakes to keep SIDBI and /or its directors, officers, employees, agents, and representatives indemnified and hold harmless for all time from and against all charges, costs, losses, claims, demands, damages, liabilities, obligations, suits, judgments, penalties, proceedings, prosecutions, litigations, or actions, financial or otherwise; at law or equity, including the expenses of defending any claim of liability by any third party, and from and against all actual damages sustained, whatsoever, whether past, or current suffered or incurred by SIDBI and or its directors, officers, employees, agents and representatives due to reason of (a) breach, misconduct, omission, or (b) negligence on the part of the Consultant and or its directors, employees, in the performance of the Services including, but not limited to, any claim arising out of improper or illegal use or adoption or invasion or infringement of the copyright or intellectual property right. The total liability of the selected Consultant under this clause and contract shall not exceed the total contract value. The Indemnification shall survive the expiry or termination of the agreement between the Consultant and the Bank.

19. Termination

In the event of non-performance of the Consultant as decided by the Bank or any disputes or differences arising between the Parties hereto on any matter / provision set out in this RFP and subsequent Service Agreement for the selected Consultant, the Parties shall try to resolve the matter amicably inter se. The defaulting Party shall be given notice of 30 days to alter the situation and resolve the dispute or reverse the damage caused in any way.

In the event the defaulting Party does not comply with its obligations, on the termination of the notice period, the Other Party shall be at liberty to terminate the Agreement, without further notice, and shall additionally have the right to claim any further rights available under the law, including without limitation, the right to damages.

Upon termination of the Agreement, the Consultant would promptly hand over to SIDBI all Deliverable Items, including work-in-progress, all "as is where is" condition subject to the mutual settlement of all money due and payable to them being paid. During the period of notification of termination, the Consultant shall complete pending assignments and SIDBI shall agree to settle the dues in respect of assignments after completion thereof by the Consultant, except if specifically instructed by SIDBI to act otherwise. In such case, the payment due to the Consultant would be determined on the basis of the last completed milestone as per the programme schedule.

SIDBI would also have the right to terminate such Service Agreement with three months‟ notice without assigning any reason.

The Bank reserves the right to cancel the contract of the selected Consultant and recover expenditure incurred by the Bank in any of the following circumstances:

1. The Consultant becomes insolvent or goes into liquidation voluntarily or otherwise

2. An attachment is levied or continues to be levied for a period of 7 days upon effects of the bid

3. The progress regarding execution of the contract, made by the selected Consultant is found to be unsatisfactory.

4. If deductions on account of Penalty exceeds more than 10% of the total contract price.

5. If the selected Consultant fails to complete the due performance of the contract in accordance with the agreed terms and conditions.

6. If the selected Consultant gets merged/ taken over by another firm.

20. Arbitration

1. Amicable Settlement

The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with the Contract or the interpretation thereof.

2. Dispute Resolution

1. Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in relation to the Contract (including its interpretation) between the Parties, and so notified in writing by either Party to the other Party (the “Dispute”) shall, in the first in- stance, be attempted to be resolved amicably .

2. The Parties agree to use their best efforts for resolving all Disputes, including those relating to delay caused in completion of project or delay in performance of obligations under the Contract, and arising under or in respect of the Contract promptly, equitably and in good faith, and further agree to provide each other with reasonable access during normal business hours to all non-privileged records, information and data pertaining to any Dispute.

3. No conflict between Bidder and SIDBI will cause cessation of services or payment of fees due to the Bidder. Only by mutual consent the services will be withdrawn.

3. Resolution of Disputes

1. It will be the Bank’s endeavour to resolve amicably any disputes or differences that may arise between the Bank and the Bidder from misconstruing the meaning and operation of the Tender and the breach that may result.

2. Any Dispute which is not resolved amicably by conciliation, as provided above, within 30 calendar days from the date of initiation of amicable dispute resolution procedure, shall be settled in accordance with the Arbitration and Conciliation Act, 1996. The Arbitrators shall be chosen by mutual discussion between the Bank and the Bidder OR in case of disagreement each party may appoint an arbitrator and such arbitrators may appoint an Umpire before entering on the reference. The decision of the Umpire shall be final.

3. The Bidder shall continue work under the Contract during the arbitration proceedings unless otherwise directed in writing by the Bank or unless the matter is such that the work cannot possibly be continued until the decision of the Arbitrator or the umpire, as the case may be, is obtained.

4. Arbitration proceedings shall be held at Mumbai, India, and the language of the arbitration proceedings and that of all documents and communications between the parties shall be English;

5. Notwithstanding anything contained above, in case of dispute, claim & legal action arising out of the contract, the parties shall be subject to the jurisdiction of courts at Mumbai, India only.

6. Any notice given by one party to the other pursuant to this Contract shall be sent to the other party in writing or by fax and confirmed in writing to the other party’s specified address. The same has to be acknowledged by the receiver in writing. A notice shall be effective when delivered or on the notice’s effective date, whichever is later

21. Publicity

Any publicity by the Consultant in which the name of the Bank is to be used should be done only with the explicit prior written permission of the Bank.

22. Notices and other Communication

If a notice has to be sent to either of the parties following the signing of the contract, it has to be in writing and shall be sent personally or by certified or registered post with acknowledgement due or courier or email duly transmitted, facsimile/ fax transmission (with hard copy to follow for email/fax), addressed to the other party at the addresses, email and fax number given in the contract.

Notices shall be deemed given upon receipt, except that notices sent by registered post in a correctly addressed envelope shall be deemed to be delivered within 5 working days (excluding Sundays and public holidays) after the date of mailing dispatch and in case the communication is made by facsimile transmission or email, on business date immediately after the date of successful facsimile/ email transmission (that is, the sender has a hard copy of a confirmation page evidencing that the facsimile was completed in full to the correct fax number or email sent to correct email address).

Any Party may change the address, email address and fax number to which notices are to be sent to it, by providing written notice to the other Party in one of the manners provided in this section.

23. Written Notice of change in name, form or control of either Party

The Consultant shall provide SIDBI with prompt 30 days prior written notice of any change in Consultant’s name, ownership, or form of organisation. The Consultant shall also provide SIDBI with prompt written notice and in any event within a period of 30 days of the occurrence of any event, which could jeopardize or materially impact its ability to perform its obligations under this Agreement in a timely manner.

24. Violation of Terms

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 Consultant from committing any violation or enforce the performance of the covenants, obligations and representations contained in this RFP. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Bank may have at law or inequity, including without limitation a right for recovery of any amounts and related costs and a right for damages.

25. Limitation of Liability

1. Save and except as provided in "Terms of Compensation" and "Termination" herein, neither Party shall be liable to the other for any lost revenue, lost profits or other incidental or consequential damages based on any breach or default under this Agreement.

2. The Consultant’s aggregate liability in connection with obligations undertaken as a part of the RFP regardless of the form or nature of the action giving rise to such liability (whether in contract, to otherwise),shall be at actual and limited to the Total Contract Value. Consultant’s liability in case of claims by the Bank resulting from Willful Misconduct or Gross Negligence of Consultant, its employees and Subcontractors or from infringement of patents, trademarks, copyrights or such other Intellectual Property Rights or breach of confidentiality obligations shall be unlimited.

3. The Bank shall not be held liable for and is absolved of any responsibility or claim/ litigation arising out of the use of any third party software or modules supplied by Consultant as part of procurement under the RFP. It is expressly agreed between the Parties that for any event giving rise to a claim, the Bank shall have the right to make a claim (including claims for indemnification under the procurement in this RFP) against the Consultant.

4. The bidder shall not be liable for forfeiture of its performance security, liquidated damages or termination for default, if and to the extent that the delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure. For purposes of this Clause, “Force Majeure” means an event beyond the control of the bidder and not involving the bidder’s fault or negligence and not foreseeable. Such events may include, but are not limited to, Acts of God or of public enemy, acts of Government of India in their sovereign capacity, acts of war.

5. If a Force Majeure situation arises, the bidder shall promptly notify the Bank in writing of such conditions, the cause thereof and the change that is necessitated due to the conditions. Unless otherwise directed by the Bank in writing, the bidder shall continue to perform its obligations under the Contract as far as it is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. SIDBI may terminate the contract or suspend its performance. In such an event the consultant shall take such steps, as are necessary, to bring the service to an end, in a cost effective, timely and orderly manner.

26. Survival

Any provision of the Contract/ this RFP (if any) which, either expressly or by implication, survive the termination or expiry of the Contract, shall be complied with by the Parties in the same manner as if the Contract/ RFP is valid, subsisting and in full force and effect.

In the event of the Termination of the Agreement (with the selected Bidder) in whole or in part, the Clauses titled "Compensation", "Rights in Intellectual Property and Material", "Indemnification", "Confidentiality", and "Limitation of Liability" shall survive and continue in effect and shall ensure to the benefit of and be binding upon both the Parties, their successors and assigns.

27. Severability

Each of the above restrictions is separate and severable from the other. Any provision, which is invalid or unenforceable, shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.

28. No Agency

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

29. Corrupt and Fraudulent Practices

As per Central Vigilance Commission (CVC) directives, it is required that Consultants/Suppliers/ Contractors observe the highest standard of ethics during the procurement and execution of such contracts in pursuance of this policy:

1. "Corrupt Practice" means the offering, giving, receiving or soliciting of anything of values to influence the action of an official in the procurement process or in contract execution; and

2. "Fraudulent Practice" means a misrepresentation of facts in order to influence a procurement process or the execution of contract to the detriment of the Bank and includes collusive practice among consultants (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive the Bank of the benefits of free and open competition.

The Bank reserves the right to reject a proposal for award if it determines that the Consultant recommended for award has engaged in corrupt or fraudulent practices in competing for the contract in question. The Bank reserves the right to declare a firm ineligible, either indefinitely or for a stated period of time as per the Bank’s discretion, to be awarded a contract if at any time it determines that the firm has engaged in corrupt or fraudulent practices in competing for or in executing the contract.

30. Adherence to Standards

The selected Consultant should adhere to all the applicable laws of land and rules, regulations and guidelines prescribed by various regulatory, statutory and Government authorities.

The Bank reserves the right to conduct an audit/ ongoing audit of the consulting services provided by the selected Consultant. The Bank reserves the right to ascertain information from the other banks and institutions to which the Consultants have rendered their services for execution of similar programmes.

The selected Consultant shall allow the Reserve Bank of India (RBI) or persons authorized by it to access the documents, records of transaction or any other information given to, stored or processed by the selected Consultant relating to this RFP, within a reasonable time failing which selected Consultant will be liable to pay any charges/penalty levied by RBI. The selected Consultant shall allow the Reserve Bank of India to conduct audits or inspection of its Books and account with regard to the Bank or this RFP by one or more of RBI officers or employees or other persons duly authorized by RBI.

31. Conflict of interest

The consultant engaged should avoid any conflict of interest while discharging contractual obligations and bring, beforehand, any possible instance of conflict of interest to the knowledge of the bank while rendering any advice / service.

32. Sub Contracts

Neither the contract nor any rights granted under the contract can be sold, leased, assigned, or otherwise transferred, in whole or in part, by the selected Consultant without advance written consent of the Bank. Any such sale, lease, assignment or otherwise transfer shall be void and be of no effect. The selected Bidder shall not subcontract or permit anyone other than its personnel to perform any of the work, service or other performance required of the selected Bidder under the contract. Formation of consortium or association of consultants and engaging sub consultants is not allowed and such proposals will be disqualified at the evaluation stage itself.

33. Non-solicitation

The selected Consultant, during the term of the contract and for a period of two years thereafter shall not without the express prior written consent of the Bank, directly or indirectly:

1. Recruit, hire appoint or engage or attempt to recruit, hire, appoint or engage or discuss employment with or otherwise utilize the services of any person who has been an employee or associate or engaged in any capacity, by the Bank in rendering services in relation to the contract; or

2. Induce any person who shall have been an employee or associate of the Bank at any time to terminate his/ her relationship with SIDBI.

34. No Employer Employee Relationship

The selected Consultant or any of its holding/subsidiary/joint-venture/ affiliate/ group/ client companies or any of their employees/ officers/ staff/ personnel/ representatives/ agents shall not, under any circumstances, be deemed to have any employer-employee relationship with SIDBI or any of its employees/ officers/ staff/ representatives/personnel/agents.

35. Vicarious Liability

The selected Consultant shall be the principal employer of the employees, agents, contractors, sub-contractors etc., engaged by the selected Consultant and shall be vicariously liable for all the acts, deeds, matters or things, whether the same is within the scope of power or outside the scope of power, vested under the contract. No right of any employment in the Bank shall accrue or arise, by virtue of engagement of employees, agents, contractors, subcontractors etc. by the selected Consultant, for any assignment under the contract. All remuneration, claims, wages dues etc.of such employees, agents, contractors, sub-contractors etc. of the selected Consultant shall be paid by the selected Consultant alone and the Bank shall not have any direct or indirect liability or obligation, to pay any charges, claims or wages of any of the selected Consultant’s employees, agents, contractors, subcontractors etc. The selected Consultant shall agree to hold the Bank, its successors, assigns and administrators fully indemnified, and harmless against loss or liability, claims, actions or proceedings, if any, whatsoever nature that may arise or caused to the Bank through the action of selected Consultant’s employees, agents, contractors, subcontractors etc.

36. Other Conditions

It is clarified, as and by way of abundant caution that SIDBI will have all ownership and / or license rights on all the ideas, concepts, proposals, etc. developed by the Consultant during the course of this assignment as specified in the RFP and paid for by SIDBI.

SIDBI reserves the right to negotiate any aspect of proposal with any Consultant and negotiate with more than one Consultant at a time after the RFP closes to improve upon or clarify any response or bid proposal.

SIDBI reserves the right to ask some or all consultants for clarification of their offer to assist in the scrutiny, evaluation and comparison of offers and based on this, disqualify the Consultant whose clarification is found not suitable for the proposed project.

SIDBI reserves the right to share the information/clarifications provided in response to RFP by any Consultant, with any other Consultant(s)/others, in any form.

37. Representations and Warranties

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

1. That the bidder is a partnership firm/LLP/company which has the requisite qualifications, skills, experience and expertise in providing the service(s), the technical know-how and the financial wherewithal, the power and the authority to enter into the Contract and provide the service(s) sought by SIDBI.

2. That the bidder is not involved in any major litigation and no litigation or investigation is threatened against the bidder. That the existing or threatened litigations or investigations do not have an impact of affecting or compromising the performance and delivery of service(s) under the RFP/Contract.

3. That the representations made by the bidder in its bid are and shall continue to remain true and fulfill all the requirements as are necessary for executing the duties, obligations and responsibilities as laid down in the Contract and RFP and unless SIDBI specifies to the contrary, the bidder shall be bound by all the terms of the bid. The bidder has not suppressed any information, which is within the knowledge of the bidder.

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

5. That the bidder shall ensure that all assets including but not limited to software‟s, licenses, databases, documents, etc. developed, procured, deployed and created during the term of the Contract are duly maintained and suitably updated, upgraded, replaced with regard to contemporary and statutory requirements.

6. That the bidder shall use such assets of SIDBI as SIDBI may permit for the sole purpose of execution of its obligations under the terms of the bid, or the Contract. The bidder shall however, have no claim to any right, title, lien or other interest in any such property, and any possession of property for any duration whatsoever shall not create any right in equity or otherwise, merely by fact of such use or possession during or after the term hereof.

7. That the bidder shall procure all the necessary permissions and requisite authorities approvals, consents, no objections and licenses for use of various software and any copyrighted process/product free from all claims, titles, interests and liens thereon, and shall keep SIDBI, its directors, officers, employees, representatives, consultants and agents indemnified in relation thereto.

8. That all the representations and warranties as have been made by the xxxxxx xxxx xxxxxxx to its bid and the Contract, are true and accurate, and shall continue to remain true and accurate through the term of the Contract.

9. That the execution of the service(s) herein is and shall be strictly in accordance and in compliance with all applicable laws, as amended from time to time, the regulatory framework governing the same and the good industry practice.

10. That there are - (a) no legal proceedings pending or threatened against bidder or its team which adversely affect/may affect performance under the Contract; and (b) no inquiries or investigations have been threatened, commenced or pending against the bidder or its team members by any statutory or regulatory or investigative agencies.

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

12. That all the conditions precedent under the Contract has been complied.

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

14. That the bidder certifies that all registrations, recordings, filings and notarizations of the Contract and all payments of any tax or duty, including without limitation stamp duty, registration charges or similar amounts which are required to be effected or made by the Bidder which is necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Contract have been made by him/her/it.

15. That the bidder confirms that there has not and shall not occur any execution, amendment or modification of any agreement/contract without the prior written consent of SIDBI, which may directly or indirectly have a bearing on the Contract or service(s).

16. That the bidder owns, has license to use or otherwise has the right to use, free of any pending or threatened liens or other security or other interests all Intellectual Property Rights, which are required or desirable for the service(s) and the bidder does not, in carrying on its business and operations, infringe any Intellectual Property Rights of any person. None of the Intellectual Property or Intellectual Property Rights owned or enjoyed by the bidder or which the bidder is licensed to use, which are material in the context of the bidder‟s business and operations are being infringed nor, there is any infringement or threatened infringement of those Intellectual Property or Intellectual Property Rights licensed or provided to the bidder by any person. All Intellectual Property Rights (owned by the bidder or which the bidder is licensed to use) are valid and subsisting. All actions (including registration, payment of all registration and renewal fees) required to maintain the same in full force and effect have been taken thereon and shall keep SIDBI, its directors, officers, employees, agents, representatives and consultants indemnified in relation thereto.

38. Relationship between the Parties:

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

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

SIDBI has no obligation to the successful bidder‟s except as agreed under the terms of the Contract.

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

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

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

* * * * * * * * *

8. Annexure(s)

Annexure – I : Undertaking regarding agreement of all terms of RFP

(To be submitted on Bidders company letter head)

Date:

To,

The General Manager

Small Industries Development Bank of India,

BPRC & Strategy & Planning,

MSME Development Centre

Plot No. C-11, G Block, Bandra Kurla Complex, Bandra (E),

Mumbai - 400 051

Dear Xxx,

1. Having examined the RFPs including all Annexures and Appendices, the receipt of which is hereby duly acknowledged, we, the undersigned qualify under the minimum eligibility criteria and offer to supply, deliver, implement and commission ALL the items mentioned in the ‟Request for Proposal” and the other schedules of requirements and services for SIDBI in conformity with this RFP.

Sr	Particulars	Details
No
1.	Name of Consultancy
2.	Registered Address
3.	Website address
4.	Nature of entity (partnership/ private/ public etc)
5.	Name of Partners / Directors
6.	Date of Incorporation
7.	Details of authorized contact person
	Name
	Designation
	Telephone nos
	Mobile no
	Email Address
	Fax no

2. We confirm that we have the in-house capabilities to complete the assignment mentioned under this RFP on our own and not through any associate.

2. We confirm that we have the technical capabilities to deliver all the requirements of the above mentioned RFP.

2. We hereby certify that we have provided all the information requested by the Bank in the format requested for. The information provided is correct and true to the best of our knowledge. In case at any stage, it is found that the information given by us is false / not correct or in a different format, SIDBI shall have the absolute right to take any action as deemed fit without any prior intimation to us.

5. We agree to abide by the terms of this Tender from the date fixed for receiving the same or agreed extended period and it shall remain binding upon us and may be accepted at any time before the expiry of the period.

5. If our Proposal is accepted, we undertake to complete and deliver the whole of the works comprised in the RFP; comply with the delivery schedule as mentioned in the RFP and agree to abide by the General Terms and Conditions.

5. We agree to abide by this Financial Proposal for 90 days from the date of the Financial Proposal opening and our Offer shall remain binding on us and may be accepted by the Bank any time before expiry of the offer.

5. Unless and until a formal Agreement is prepared and executed, this Tender together with our written acceptance thereof shall constitute binding Terms and Conditions between SIDBI and us

5. We understand that the Request for Proposal (RFP) does not commit SIDBI to reimburse the Participant for any costs incurred in submission of this proposal. All statements in this RFP and any pre-contract negotiations, understandings and agreements resulting from this RFP are preliminary; consequently, SIDBI has no obligation to us until a written contract is executed.

5. We agree that the Bank is not bound to accept the lowest or any Bid the Bank may receive.

5. We understand that SIDBI has the right, without assigning reasons thereof, to

1. Reject, amend, and modify any condition contained in the RFP

2. Terminate this RFP

3. Negotiate with one or more Participants

4. Not award the assignment to any of the Participants and / or recommence the entire process.

5. Contract with one or more Participants for any reasons whatsoever.

6. Modify the requirements and terms of this RFP and request revised proposals from some or all of the Participants.

Signature of Authorised Person of bidder

Full Name& Designation of Authorised Person Date:

Seal of Bidder

Annexure – II : Format for Relevant Engagements

Please use the format below to provide information for which your firm was legally contracted for carrying out consulting assignment.

(Use separate sheet for each client)

Name of the Client

Description of the assignment

Duration of the assignment (in months) as per agreement:

Start Date

End Date

Duration of all the consulting assignments for the client (in Months):

Number of professional staff Provided for the consulting Assignments for the client

Terms of Reference

Impact achieved

Contact Details of senior Executive of the Client (Name, Contact Number, email

id)

Completion Letter / Reference Letter (Format given in annexure III) from relevant Senior Executive of the client to be attached for each engagement reference mentioned

Signature of Authorised Person of bidder

Full Name & Designation of Authorised Person

Date:

Seal of Bidder

Annexure –III : Format for Reference Letter from Client

(On letterhead of the client duly stamped and signed)

Date: ______

(not older than 1 month)

TO WHOM SO EVER IT MAY CONCERN

This is to certify that the following___________ (Name of the Consultant) has been engaged by us for management consulting services for______________________________________________ (Caption of the assignment undertaken) for a period of _______ months/ years from ____ (Start date) to __________ (End Date) . The assignment was completed by _______________(name of the consultant) on ____________________(date of completion).

Name:

Designation:

Annexure – IV : Declaration: No Ownership or Control of SIDBI Directors/ Employees(or relatives)

(On letterhead of the bidder duly stamped and signed)

DECLARATION-CUM-CERTIFICATE

TO WHOM SO EVER IT MAY CONCERN

This is to certify that _­­­­__________________(Name of bidder) is not a related party to SIDBI as per the provisions of Companies Act 2013, as amended from time to time.

Name:

Designation:

Date:

Annexure – V : Not penalized or Found Guilty in any Court of Law

(On letterhead of the bidder duly stamped and signed)

DECLARATION-CUM-CERTIFICATE

TO WHOM SO EVER IT MAY CONCERN

This is to certify that the consulting firm/company has not been penalized or found guilty in any court of Law and the firm/ company has not been blacklisted / debarred by any Central Government Ministry / Bank / RBI/ IBA / any regulatory authority since April 2014 to till the date of submission of the Bid

Further, this is to certify that ____________does not have any legal, civil, criminal, taxation and other cases pending against ________________that may have any impact affecting or compromising the delivery of services required.

Name:

Designation:

Date:

Annexure – VI : Number of Full Time professionals

(On letterhead of the consultant duly stamped and signed)

DECLARATION-CUM-CERTIFICATE

TO WHOM SO EVER IT MAY CONCERN

This is to certify that ________________(Name of consulting firm) has ________ full time professional staff engaged exclusively in consulting services in India as on April 01, 2017.

Name:

Designation:

Date:

Annexure – VII : Approach and Methodology

The Management Consultancy bidding firm/ company should submit the Approach, Methodology and work plan in one integrated document. The submission should highlight Management Consultancy firm's analysis of the current issues before SIDBI and likely solutions to address these. It should highlight the proposed approach and methodology for delivery of the assignment proposed, given the understanding of the Bank.

The approach and work plan should clearly highlight the implementation roadmap. It must also include the plan for transfer of knowledge and capability building for the employees of the Bank and the work-steps for institutionalisation of change with clearly defined timelines, milestones and deliverables.

The scope of work is as defined in the RFP.

Annexure – VIII : Resources and Staffing

1. Team Profile

Profile of Proposed Team Leader and other Senior Members

Name

Present Designation

Qualifications

Nationality

Years in the firm and Total Work

experienc

Language proficiency

Areas of expertise relevant to the RFP

Role in the proposed project

Engagement Details

2. Proposed list of dedicated personnel

Sl No	Name	Age	Qualification	Experience Relevant to RfP	Proposed Role in the Team
	Senior Management
1
2
	Middle Management
1
2
	Junior Management
1
2

A list of dedicated personnel, to be deployed for the project to be furnished with details as per the table above.

The Bank shall reserve the right to seek the change of resource personnel in case of need.

3. Staffing Schedule

The staffing schedule for all the dedicated Team Members proposed for the engagement should be provided for the entire duration of the engagement as per the format provided below:

Sl No	Particulars	Details to be provided
1	Name of the dedicated Team Member with time allocation (in% age)
2	No. of staff deployed for full-time onsite

Signature of Authorised Person of Bidding firm/ company

Full Name & Designation of authorised Person

Name of the Bidding firm/ company

Date:

Seal of Bidder

Annexure – IX : Financial Bid Format

S No	Scope of Work	All-inclusive cost (INR) (Exclusive of taxes)
		In figures	In words
1	Total Cost for Consultancy

Signature of Authorised Person of Bidding firm/ company

Full Name & Designation of Authorised Person

Name of the Bidding firm/ company

Date:

Annexure – X : Integrity Pact

PRE CONTRACT INTEGRITY PACT

(RfP No : 400/2018/1273/BYO/SandP dated 29/09/2017)

(TO BE EXECUTED ON A NON-JUDICIAL STAMPED PAPER)

General

This pre-bid-pre-contract Agreement (hereinafter called the Integrity Pact) is made at ________ place___ on ---- day of the month of -----, -----(Year) between Small Industries Development Bank of India, having its Head Office at 00, Xxxxx Xxxx, Xxxxxxx – 000000 and inter alia, its Corporate Office at MSME Development Centre, C-11, G-Block, Bandra-Kurla Complex, Bandra(E), Mumbai 400051 (hereinafter called the “BUYER”/SIDBI, which expression shall mean and include, unless the context otherwise requires, its successors and assigns) of the First Part and

M/s ______________ represented by Shri _______________, Chief Executive Officer (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 issue RfP for ‘Appointment of consultant for formulation and implementation of Business cum Developmental Strategy, Organizational Restructuring – SIDBI Vision-2.0’ and the BIDDER/Seller is willing to offer/has offered the services and

WHEREAS the BIDDER is a private company/public company/ Government undertaking/ partnership/ registered export agency, constituted in accordance with the relevant law in the matter and the BUYER is a corporation set up under an Act of Parliament.

NOW, THEREFORE,

To avoid all forms of corruption by following a system that is fair, transparent and free from any influence /prejudiced dealing prior to, during and subsequent to the currency of the contract to be entered into with a view to :-

Enabling the BUYER to obtain the desired said services/stores/equipment at a competitive price in conformity with the defined specifications by avoiding the high cost and the distortionary impact of corruption on public procurement and

Enabling BIDDERs to abstain from bribing or indulging in any corrupt practice in order to secure the contract by providing assurance to them that their competitors will also abstain from bribing and other corrupt practices and the BUYER will commit to prevent corruption in any form by its officials by following transparent procedures.

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

Commitments of the BUYER

1. The BUYER undertakes that no official 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 related to the contract in exchange for an advantage in the bidding process, bid evaluation, contracting or implementation process related to the contract.

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 which could afford an advantage to that particular BIDDER in comparison to other BIDDERs.

3. All the officials of the BUYER will report to the appropriate Government office any attempted or completed breaches of the above commitments as well as any substantial suspicion of such a breach.

1. In case any such preceding misconduct on the part of such official(s) is reported by the BIDDER to the BUYER with full and verifiable facts and the same is prima facia 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 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.

Commitments of BIDDERs

3. The BIDDER commits itself to take all measures necessary to prevent corrupt practices, unfair means and illegal activities during any stage of its bid or during any pre-contract or post-contact stage in order to secure the contract or in furtherance to secure it and in particular commit itself to the following : -

   1. The BIDDER will not offer, directly or through intermediaries, any bribe, gift, consideration, reward, favour, any material or immaterial benefit or other advantage, commission, fees, brokerage or inducement to any officials of the BUYER, connected directly or indirectly with 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.

   2. The BIDDER further undertakes that it has not given, offered or promised to give, directly or indirectly any bribe , gift, consideration, reward, favour, any material or immaterial benefit or other advantage, commission, fees, brokerage or inducement to any official of the 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 Government for showing or forbearing to show favour or disfavor to any person in relation to the contract or any other contract with the Government.

   3. BIDDERs shall disclose the name and address of agents and representatives and Indian BIDDERs shall disclose their foreign principals or associates.

   4. BIDDERs shall disclose the payments to be made by them to agents/brokers or any other intermediary, in connection with this bid/contract.

   5. The BIDDER further confirms and declares to the BUYER that the BIDDER is the original manufacture/integrator/authorized government sponsored export entity of the defence stores and has not engaged any individual or firm or company whether Indian or foreign to intercede, facilitate or any way to recommend to the BUYER or any of its functionaries, whether officially or unofficially to the award of the contract to the BIDDER, or 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.

   6. The BIDDER, either while presenting the bid or during pre-contract negotiations or before signing the contract, shall disclose any payments he has made, is committed to or intends to make to officials of the BUYER or their family members, agents, brokers or any other intermediaries in connection with contract and the details of services agreed upon for such payments.

   7. The BIDDER 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.

   8. The BIDDER will not accept any advantage in exchange for any corrupt practice, unfair means and illegal activities.

   9. The BIDDER 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 also undertakes to exercise due and adequate care lest any such information is divulged.

   10. The BIDDER commits to refrain from giving any complaint directly or through any other manner without supporting it with full and verifiable facts.

   11. The BIDDER shall not instigate or cause to instigate any third person to commit any of the actions mentioned above.

   12. if the BIDDER or any employee of the BIDDER or any person acting on behalf of the BIDDER, either directly or indirectly, is a relative to any of the officers of the BUYER or alternatively, if any relative of the officer of the BUYER has financial interest/stake in the BIDDER’s firm , the same shall be disclosed by the BIDDER at the time of filling of tender.

The term ‘relative’ for this purpose would be as defined in Section 2 (77) of the Companies Act, 2013.

13. The BIDDER shall not lend to or borrow any money from or enter into any monetary dealings or transactions, directly or indirectly, with any employee of the BUYER.

4. Previous Transgression

   1. The BIDDER declares that no previous transgression occurred in the last three years immediately before signing of this integrity Pact, with any other company in any country in respect of any corrupt practices envisaged hereunder or with any Public Sector Enterprise in India or any Government Department in India that could justify XXXXXX’x exclusion from the tender process.

   2. The BIDDER agrees that if it makes incorrect statement on this subject, XXXXXX can be disqualified from the tender process or the contract, if already awarded, can be terminated for such reason.

5. Earnest Money (Security Deposit)

1. While submitting commercial bid, the BIDDER shall deposit an amount ________ (to be specified in RFP) as Earnest Money/Performance Guarantee/Security Deposit, with the BUYER through any of the following instrument.

1. Bank Draft on a Pay Order in favour of ------

2. A confirmed guarantee by an Indian Nationalised Bank, promising payment of the guaranteed sum to the BUYER immediately on demand without any demur whatsoever and without seeking any reasons whatsoever. The demand for payment by the BUYER shall be treated as conclusive proof of payment.

3. Any other mode or through any other instrument (to be specified in the RFP)

2. The Earnest Money/Security Deposit shall be valid for a period of five years OR the complete conclusion of the contractual obligation to the complete satisfaction of both the buyer and bidder, including the warranty period, whichever is later.

3. In case of the successful BIDDER a clause would also be incorporated in the Article pertaining to Performance Bond in the Purchase Contract that the provision 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.

4. No interest shall be payable by the BUYER to the BIDDER on Earnest Money/Security Deposit for the period of its currency.

6. Sanctions for Violations

   1. Any breach of the aforesaid provision by the BIDDER or any one employed by it or acting on its behalf (whether with or without the knowledge of the BIDDER) shall entitle the BUYER to take all or any one of the following actions, wherever required :-

1. To immediately call off the pre contract negotiations without assigning any reason or giving any compensation to the BIDDER. However, the proceedings with other BIDDER(s) would continue

2. The Earnest Money Deposit (in pre-contract stage) and /or Security Deposit/Performance Bond) (after the contract is signed) shall stand forfeited either fully or partially, as decided by the BUYER and the BUYER shall not be required to assign any reason therefore.

3. To immediately cancel the contract, if already signed, without giving any compensation to the BIDDER

4. To recover all sums already paid by the BUYER, and in case of Indian BIDDER with interest thereon at 2% higher than the prevailing Prime Lending Rate of State Bank of India, while in case of a bidder from a country other than India with interest thereon 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.

5. To encash the advance bank guarantee and performance bond/warranty bond, if furnished by the BIDDER, in order to recover the payments, already made by the BUYER alongwith interest.

6. To cancel all or any other Contracts with the BIDDER, the BIDDER shall be liable to pay compensation for any loss or damage to the 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

7. To debar the BIDDER from participating in future bidding processes of the buyer or its associates or subsidiaries for minimum period of five years, which may be further extended at the discretion of the BUYER.

8. To recover all sums paid in violation of this Pact by BIDDER(s) to any middleman or agent or broker with a view to securing the contract.

9. In cases where irrevocable Letters of Credit have been received in respect of any contract signed by the BUYER with BIDDER, the same shall not be opened.

10. Forfeiture of Performance Bond in case of decision by the BUYER to forfeit the same without assigning any reason for imposing sanction for violation of this Pact.

2. The BUYER will be entitled to take all or any of the actions mentioned at para 6.1(i) to (x) of this Pact also on the commission by the BIDDER or any one employed by it or acting on its behalf (whether with or without the knowledge of the BIDDER), of an offence as defied in Chapter IX of the Indian Penal code, 1860 or Prevention of Corruption Act, 1988 or any other statute enacted for prevention of corruption.

3. The decision of the BUYER to the effect that a breach of the provision of this Pact has been committed by the BIDDER shall be final and conclusive on the BIDDER. However, the BIDDER can approach the independent Monitor(s) appointed for the purposes of this Pact.

7. Fall Clause

   1. The BIDDER undertakes that it has not supplied/is not supplying similar products /systems or subsystems or providing similar services at a price lower than that offered in the present bid in respect of any other Ministry/Department of the Government of India or PSU and if it is found at any stage that similar product/systems or sub systems was supplied or similar services provided by the BIDDER to any other Ministry/Department of the Government of India or a PSU at a lower price, then that very price, with due allowance for elapsed time, will be applicable to the present case and the difference in the cost would be refunded by the BIDDER to the BUYER, if the contract has already been concluded.

8. Independent Monitors

   1. The BUYER has appointed Independent Monitors (hereinafter referred to as Monitors) for this Pact in consultation with the Central Vigilance Commission. Please refer to Important Information Section for details.

   2. The task of the Monitors shall be to review independently and objectively, whether and to what extent the parties comply with the obligations under this Pact.

   3. The Monitors shall not be subject to instruction by the representatives of the parties and perform their functions neutrally and independently.

   4. Both the parties accept that the Monitors have the right to access all the documents relating to the project/procurement, including minutes of meetings.

   5. As soon as the Monitor notices or has reason to believe, a violation of the Pact, he will so inform the Authority designated by the BUYER

   6. The BIDDER(s) accepts that the Monitor has the right to access without restriction to all Project documentation of the BUYER including that provided by the BIDDER. The BIDDER will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to his project documents. The same is applicable to Subcontractors. The Monitor shall be under contractual obligation to treat the information and documents of the BIDDER/Subcontractor(s) with confidentiality

   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

   8. The Monitor will submit a written report to the designed Authority of the 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. Facilitation of Investigation

In case of any allegation of violation of any provision 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. A person signing integrity pact shall not approach the courts while representing the matters to IEM and he/she will wait their/his decision in the matter.

10. Law and Place of Jurisdiction

This Pact is subject to Indian Law. The place of performance and jurisdiction is the seat of the BUYER

11. Other Legal Actions

The action stipulated in this integrity Pact are without prejudice to any other legal action that may follow in accordance with the provisions of the extant law in force relating to any civil or criminal proceedings.

12. Validity

    1. The validity of this Integrity Pact shall be from date of its signing and extend upto 5 years or the complete execution of the contract to the satisfaction of both the BUYER and the BIDDER/Seller, including warranty period, whichever is later in case BIDDER is unsuccessful, this integrity Pact shall expire after six months from the date of the signing of the contract.

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

13. This pact shall be deemed as part of the contract that may be entered into pursuant to this RfP. The parties hereby sign this integrity Pact, at _____ on ___

BUYER	BIDDER
Name of the Officer	Chief Executive Officer
Designation
SIDBI
Witness	Witness
_________________	_________________
_________________	_________________

Provisions of these clauses would need to be amended / deleted in line with the policy of the BUYER in regard to involvement of Indian agents of foreign suppliers.

Annexure – XI : Bank Guarantee

(To be executed on a non judicial stamp paper of requisite value)

BANK GUARANTEE

KNOW ALL MEN BY THESE PRESENTS that in consideration of the Small Industries Development Bank of India (SIDBI), a Corporation constituted and established under the Small Industries Development Bank of India Act, 1989, and having its Head Office at SIDBI Xxxxx, 00 Xxxxx Xxxx, Xxxxxxx, 000000, and office at, MSME Development Centre, Plot No. C-11, G Block, Bandra Kurla Complex (BKC), Bandra (E), Mumbai – 400 051 (hereinafter called the SIDBI ) having agreed to award a contract to M/s. ‘ Service Provider Name’ having its office at ‘ Service Provider’s Office Address’, (hereinafter called “the Service Provider”) for “Appointment of consultant for formulation and implementation of Business cum Developmental Strategy, Organizational Restructuring – SIDBI Vision-2.0” on the terms and conditions contained in the order No………. dated __________ placed with the Service Provider by SIDBI (hereinafter called “the said Order”) which terms, interalia, stipulates for submission of Bank guarantee for 10% of the contract value i.e. `. _______ (Rupees _____________________ only), for the due fulfillment by the Service Provider of the terms and conditions of the said Order.

At the request of the Service Provider, (Bank name & address) _______, having its principal/ registered office at ____________________________ and, for the purposes of this Guarantee, acting through its branch namely (Bank name & address)______ _______ (herein after referred to as (Bank name) _____________ which term shall mean and include, unless to repugnant to the context or meaning thereof, its successors and permitted assigns), hereby issue our guarantee No ____________________ in favour of Small Industries Development Bank of India (SIDBI)

1. We, do hereby unconditionally and irrevocably undertake to pay to SIDBI, without any demur or protest, merely on receipt of a written demand in original before the close of banking business hours on or before ____________, at our counters at (Bank address) ________ from SIDBI an amount not exceeding _________________ by reason of any breach by the Service Provider of the terms and conditions contained in the said Agreement, the opinion of the SIDBI regarding breach shall be final, conclusive and binding.

2. We do hereby guarantee and undertake to pay forthwith on written demand to SIDBI such sum not exceeding the said sum of `. _______ (Rupees _____________________ only) as may be specified in such written demand, in the event of the Service Provider failing or neglecting to perform the said Order for “Appointment of consultant for formulation and implementation of Business cum Developmental Strategy, Organizational Restructuring – SIDBI Vision-2.0” to SIDBI in the manner and in accordance with the design specification, terms and conditions, contained or referred to in the said Order during its tenure.

3. We further agree that the guarantee herein contained shall remain in full force and effect till all obligations of Service Provider under or by virtue of the said Order have been fully and properly carried out or till validity date of this guarantee i.e. ________, whichever is earlier.

4. We undertake to pay to SIDBI all the money as per this Guarantee, notwithstanding any dispute or disputes raised by the Service Provider in any suit or proceeding pending before any court, tribunal or authority relating thereto or otherwise and our liability under these being absolute and unequivocal.

5. We further agree with you that SIDBI shall have the fullest liberty without our consent and without affecting in any manner our obligation hereunder (i) to vary any of the terms and conditions of the said Order (ii) to extend time for performance by the said Service Provider from time to time or postpone for any time (iii) to exercise or forbear to exercise any of the powers exercisable by SIDBI against said Service Provider and to forbear or enforce any of the terms and conditions relating to the said agreement and we shall not be relieved from our liability by reasons of any such variations or modifications or extension being granted to the said Service Provider for any forbearance act or omission on the part of SIDBI or any indulgence by the SIDBI to the said agreement or by any such matter or thing whatsoever which under the law relating to sureties would, but for this provisions, have an effect of so relieving us. However, nothing contained hereinbefore shall increase our liability under the guarantee above __________________ or extend beyond _____________

6. The liability under this guarantee is restricted to `. _______ (Rupees _____________________ only) and will expire on (date) _______ and unless a claim in writing is presented to us at counters at (bank & address) _____________________ on or before (date) __________ all your rights will be forfeited and we shall be relieved of and discharged from all our liabilities hereunder.

7. The Guarantee herein contained shall not be determined or affected by Liquidation or winding up or insolvency or closure of the Service Provider or any change in the constitution of the Service Provider or of the Bank.

8. The executants has the power to issue this guarantee and executants on behalf of the Bank and hold full and valid Power of Attorney granted in their favour by the Bank authorizing them to execute this guarantee.

9. Notwithstanding anything contained hereinabove, our liability under this guarantee is restricted to `___________ (Rupees______________).

10. This guarantee shall remain in force until (date) _________. Our liability hereunder is conditional upon your lodging a demand or claim with us and unless a demand or claim is lodged with us on or before (date) _________, your rights under the guarantee shall be forfeited and we shall not be liable there under. This guarantee shall be governed by and construed in accordance with the laws of India. The Guarantee will be returned to the Bank when the purpose of the guarantee has been fulfilled or at its expiry, whichever is earlier.

11. We, (bank name, place) __________lastly undertake not to revoke this guarantee during its currency except with the previous consent of SIDBI in writing.

12. Notwithstanding anything to the contrary contained herein, the liability of (bank name & place) under this guarantee is restricted to a maximum total amount of ` _________ (Rupees _____________).

13. Our liability pursuant to this guarantee is conditional upon the receipt of a valid and duly executed written claim, in original, by (bank name & address) __________, delivered by hand, courier or registered post, prior to close of banking hours on (date) ________, failing which all rights under this guarantee shall be forfeited and (bank name & place) _____________ shall be absolutely and unequivocally discharged of all of its obligations hereunder. This Guarantee shall be governed by and construed in accordance with the laws of India and competent courts in the city of (place ______) shall have exclusive jurisdiction.

14. Kindly return the original of this guarantee to (bank name & address) upon the earlier of (a) its discharge by payment of claims aggregating to ` _________ (Rupees _____________) (b) fulfillment of the purpose for which this guarantee was issued; or (c) ________ (date)”

15. All claims under this guarantee will be made payable at (bank name & address) ______________ by way of DD payable at Mumbai

In witness where of we ...................... have set and subscribed our hand and seal this ........................ day of .........................2017.

SIGNED, SEALED AND DELIVERED.

BY

AT

IN THE PRESENCE OF WITNESS : 1) Name..........................

Signature.......................

Designation..................

2) Name..........................

Signature.......................

Designation..................

Annexure – XII : Bank Mandate Form

(To be submitted in Duplicate)

(Please fill in the information in CAPITAL LETTERS. Please TICK wherever it is applicable)

1. Name of Borrower / vendor / supplier: _________________________________

__________________________________

Vendor Code (if applicable) ____________________________________

2. Address of the Borrower / vendor / supplier: ______________________________________

________________________________________________

________________________________________________

City ____________________ Pin Code ______________

E-mail id:_________________________________________

Phone No. with STD code:______________

Mobile No.:_______________________________________

Permanent Account Number ______________________

MSE Registration / CA Certificate _________________ (if applicable)

3. Particulars of Bank account:

Beneficiary Name

Bank Name

Branch Name

Branch Place

Branch City

PIN Code

Branch Code

MICR No.

Account type

Saving

Current

Cash Credit

Account No.

(as appearing in the Cheque book)

(Code number appearing on the MICR1 cheque supplied by the Bank. Please attach a cancelled cheque of your bank for ensuring accuracy of the bank name, branch name & code and Account Number)

IFSC CODE2

For RTGS transfer

For NEFT transfer

4. Date from which the mandate should be effective :

I hereby declare that the particulars given above are correct and complete. If any transaction is delayed or not effected for reasons of incomplete or incorrect information, I shall not hold SIDBI / IDBI Bank responsible. I also undertake to advise any change in the particulars of my account to facilitate updation of records for purpose of credit of amount through RBI RTGS/NEFT.

Place : _____________

Date : _____________

Signature of the party / Authorized Signatory

…………………………………………………………………………………………………………………

Certified that particulars furnished above are correct as per our records.

Bank’s stamp :

Date :

(Signature of the Authorized Official from the Banks)

N.B.: RTGS/NEFT charges if any, is to be borne by the party

^{1, 2}: Note on IFSC / MICR

Indian Financial System Code (IFSC) is an alpha numeric code designed to uniquely identify the bank-branches in India. This is 11 digit code with first 4 characters representing the bank’s code, the next character reserved as control character (presently 0 appears in the fifth position) and remaining 6 characters to identify the branch. The MICR code, (Magnetic Ink Character Recognition) that appears on cheques, has 9 digits to identify the bank-branch. RBI had since advised all the banks to print IFSC on cheque leaves issued to their customers. A customer may also contact his bank-branch and get the IFS Code of that branch.

Annexure – XIII : Non-Disclosure Agreement

(Sample Format – To be executed on a non-judicial stamped paper of requisite value)

WHEREAS, we, ___________________________________, having Registered Office at __________________________________, hereinafter referred to as the COMPANY, are agreeable to execute “Appointment of consultant for formulation and implementation of Business cum Developmental Strategy, Organizational Restructuring – SIDBI Vision-2.0” as per scope defined in the RfP No : 400/2018/1273/BYO/SandP dated 29/09/2017 for Small Industries Development Bank of India, having its Head office at SIDBI Xxxxx, 00 Xxxxx Xxxx, Xxxxxxx, 000000, and office at, MSME Development Centre, Plot No. C-11, G Block, Bandra Kurla Complex (BKC), Bandra (E), Mumbai – 400 051 (hereinafter referred to as the BANK) and,

WHEREAS, the COMPANY understands that the information regarding the Bank’s Infrastructure shared by the BANK in their Request for Proposal is confidential and/or proprietary to the BANK, and

WHEREAS, the COMPANY understands that in the course of submission of the offer for the said RfP and/or in the aftermath thereof, it may be necessary that the COMPANY may perform certain jobs/duties on the Bank’s properties and/or have access to certain plans, documents, approvals, data or information of the BANK;

NOW THEREFORE, in consideration of the foregoing, the COMPANY agrees to all of the following conditions, in order to induce the BANK to grant the COMPANY specific access to the BANK’s property/information, etc.;

The COMPANY will not publish or disclose to others, nor, use in any services that the COMPANY performs for others, any confidential or proprietary information belonging to the BANK, unless the COMPANY has first obtained the BANK’s written authorization to do so;

The COMPANY agrees that information and other data shared by the BANK or, prepared or produced by the COMPANY for the purpose of submitting the offer to the BANK in response to the said RfP, will not be disclosed to during or subsequent to submission of the offer to the BANK, to anyone outside the BANK;

The COMPANY shall not, without the BANK’s written consent, disclose the contents of this Request for Proposal (Bid) or any provision thereof, or any specification, document, plan, pattern, sample or information (to be) furnished or shared by or on behalf of the BANK in connection therewith, to any person(s) other than those employed/engaged by the COMPANY for the purpose of submitting the offer to the BANK and/or for the performance of the Contract in the aftermath. Disclosure to any employed/ engaged person(s) shall be made in confidence and shall extend only so far as necessary for the purposes of such performance.

Yours sincerely,

Date	Signature of Authorised Signatory …
Place	Name of the Authorised Signatory …
	Designation …
	Name of the Organisation …
	Seal …

End of RfP Document