Request for Proposal (RFP) for Engagement of Consultant for

Validation of Internal Credit Risk Rating Model of the Bank

RFP Reference no:- NHB/RMD/RFP/04889/2022 dated July 19, 2022

Request for Proposal (RFP)-

Engagement of Consultant for Validation of

Internal Credit Risk Rating Model of the Bank

Risk Management Department

Head Office, National Housing Bank
4th Floor, Core 5-A, India Habitat Centre, Lodhi Road,
New Delhi – 110 003
Phone: 011-39187328, 011-39187185
E-Mail: [email protected]; [email protected]

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 Request for Proposal (RFP) for Engagement of Consultant for
Validation of Internal Credit Risk Rating Model of the Bank

GLOSSARY

Abbreviation Description
NHB National Housing Bank
HO Head Office, Delhi
RRO Regional Representative Office
PSU Public Sector Undertaking
PSB Public Sector Bank
VC Video Conference
EMD Earnest Money Deposit
RFP Request For Proposal
PBG Performance Bank Guarantee
AMC Annual Maintenance Cost
OEM Original Equipment Manufacturer
ERV USD-INR exchange rate variation
ORS Online Reporting Solution
SLA Service Level Agreement
HFCs Housing Finance Companies (i.e. Non-Banking Financial Company -
Housing Finance Companies)
NBFCs Non-Banking Financial Companies
AIFIs All India Financial Institutions

Interpretation: the terms RFP, Tender, Bid have been used interchangeably and it shall be treated as one
and the same for the purpose of this RFP document. All clarifications, amendments, modifications,
supplemental RFP that may be issued in relation to this RFP shall be treated as part and parcel of the RFP
and shall together constitute the RFP document.

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 Request for Proposal (RFP) for Engagement of Consultant for
Validation of Internal Credit Risk Rating Model of the Bank

Table of Contents
1. IMPORTANT BID DETAILS ................................................................................................................................. .- 5 -
2. NATIONAL HOUSING BANK.............................................................................................................................. - 6 –
3. BACKGROUND…………………………………………………………………………………………………… - 6 -
4. PURPOSE ....................................................................................................................................................................- 7 -
5. SCOPE OF WORK .................................................................................................................................................... - 7 -
6. DELIVERABLES ...................................................................................................................................................... - 8 -
7. PERIOD OF CONTRACT .......................................................................................................... ............................ - 9 -
8. INSTRUCTIONS TO BIDDERS ........................................................................................................................... - 9 -
8.1. GENERAL ................................................................................................................................................................. - 9-
8.2. PRE-BID MEETING.................................................................................................................. ...............................- 11 -
8.3. SOFT COPY OF TENDER/RFP DOCUMENT................................................................................................... - 11 -
8.4. NON-TRANSFERABILITY OF TENDER/RFP...................................................................................................- 11 -
8.5. ERASURES OR ALTERATIONS .........................................................................................................................- 11 -
8.6. AMENDMENT TO THE BIDDING/TENDER/RFP DOCUMENT .............................................................. - 11 -
8.7. LANGUAGE OF BID ............................................................................................................. ................................ - 12 -
8.8. MASKED COMMERCIAL BID ........................................................................................................................... - 12 -
8.9. RIGHT TO ALTER LOCATION / QUANTITIES......................................................................................... .... - 12 -
8.10. DOCUMENTS COMPRISING THE BID .......................................................................................................... - 12 -
8.11. BID CURRENCY ................................................................................................................ .................................... - 13 -
8.12. EARNEST MONEY DEPOSIT (EMD)/ BID SECURITY DECLARATION ................................................ - 13 -
8.13. IMPLEMENTATION SCHEDULE ..................................................................................................... ................. - 14 -
8.14. PERFORMANCE BANK GUARANTEE (PBG) ............................................................................................ .... - 15 -
8.15. PERIOD OF VALIDITY OF BIDS........................................................................................................................ - 15 -
8.16. FORMAT AND SIGNING OF BIDS .................................................................................................. ................ - 15 -
8.17. SEALING AND MARKING OF BIDS ............................................................................................................... - 16 -
8.18. DEADLINE FOR SUBMISSION OF BIDS ............................................................................................. ........... - 16 -
8.19. LATE BIDS ................................................................................................................... ............................................ - 17 -
8.20. OPENING OF BIDS BY NHB ............................................................................................................................... - 17 -
8.21. CLARIFICATION OF BIDS ................................................................................................................................. - 17 -
8.22. PRELIMINARY EXAMINATIONS .................................................................................................................. ... - 17 -
8.23. PROPOSAL OWNERSHIP .................................................................................................... ............................... - 17 -
8.24. INSTRUCTIONS TO THE BIDDERS ................................................................................................. ............... - 17 -
8.25. PRICE COMPOSITION & VARIATION .......................................................................................................... - 18-
8.26. TIMELY AVAILABILITY OF SUPPORT SERVICES ..................................................................................... . - 18 -
8.27. DOCUMENTATION ……................................................................................................................................ ...... - 18 -
8.28. MODIFICATION AND WITHDRAWAL .......................................................................................................... - 18 -
8.29. REVELATION OF PRICES ........................................................................................................ ............................ - 18 -
8.30. TERMS AND CONDITIONS OF THE BIDDING FIRMS ............................................................................. - 19 –
8.31. LOCAL CONDITIONS ............................................................................................................ .............................. - 19 -
8.32. CONTACTING NHB OR PUTTING OUTSIDE INFLUENCE ...................................................................... - 19 -
8.33. PROPOSAL CONTENT............................................................................................................. ............................. - 19 -
8.34. BANNED OR DELISTED BIDDER ................................................................................................... .................. - 19 -
8.35. COMPLIANCE WITH LAWS................................................................................................................................ - 20 -
8.36. INTELLECTUAL PROPERTY RIGHTS ................................................................................................ .............. - 20 -
8.37. FALSE / INCOMPLETE STATEMENT ............................................................................................................... - 21 –
8.38. RESTRICTION ON PROCUREMENT FROM A BIDDER OF A COUNTRY WHICH SHARES A LAND
BORDER WITH INDIA…………………………………………………………………………………………. – 22 -
8.39. BANK DETAILS …………………………………………………………………………………………………. – 24 -
9. BIDS (TECHNICAL & COMMERCIAL) AND BID EVALUATION METHODOLOGY ....................... - 24 -
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 Request for Proposal (RFP) for Engagement of Consultant for
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10. COMMERCIAL TERMS AND CONDITIONS ............................................................................................. .... - 28 -

11. GENERAL TERMS AND CONDITIONS .......................................................................................................... - 29 -

ANNEXURES
ANNEXURE I – Bidder Information ............................................................................................................................. - 36 -
ANNEXURE II – Bidder Experience Details ................................................................................................................ - 38 -
ANNEXURE III - Compliance Statement Declaration ............................................................................................... - 40 -
ANNEXURE IV – List of Deviations ............................................................................................................................. - 41 -
ANNEXURE V – Minimum Eligibility ......................................................................................................................... - 42 -
ANNEXURE VI – Technical Bid Covering Letter ....................................................................................................... - 44 -
ANNEXURE VII – Technical Bid Format ..................................................................................................................... - 45 -
ANNEXURE VIII – Commercial Bid covering Letter ................................................................................................ - 46 -
ANNEXURE IX – Commercial Bid Format.................................................................................................................... - 47-
ANNEXURE X – ECS Mandate ..................................................................................................................... ................. - 48 -
ANNEXURE XI – Letter of Competence Format ......................................................................................................... - 50 -
ANNEXURE XII – Curriculum Vitae (CV) of Key Personnel.................................................................................... - 51-
ANNEXURE XIII – Resolution Matrix........................................................................................................................... - 53 -
ANNEXURE XIV – Pre-Contract Integrity Pact............................................................................................................ - 54 -
ANNEXURE XV – Service Level Agreement ............................................................................................................... - 65 -
ANNEXURE XVI – Confidentiality-cum-Non-Disclosure Agreement .................................................................. - 82 -
ANNEXURE XVII – Format of Bank Guarantee.......................................................................................................... - 87 -
ANNEXURE XVIII – EMD / BID Security Declaration.............................................................................................. - 89-
ANNEXURE XIX - Certificate............................................................................................................................. .............. - 90 -

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 Request for Proposal (RFP) for Engagement of Consultant for
Validation of Internal Credit Risk Rating Model of the Bank

1. IMPORTANT BID DETAILS

1. Date of commencement of
Bidding/Tender/RFP 19/07/2022
Documents
2. Pre-Bid meeting with Bidders
(Date and Time) 01/08/2022 03:30 p.m.

3. Last date and time for receipt of

Bidding Documents 10/08/2022 06:00 p.m.

4. Date and Time of Technical Bid

Opening 12/08/2022 03:00 p.m.

5. Earnest Money Deposit Amount - Bid Security Declaration (MSME bidders).

- 50,000/- (non MSME bidders)
Bidder has to submit the “EMD/Bid Security
Declaration” on their organizations letter head duly
signed and stamped by their authorized signatory”
accepting that if they withdraw or modify their bids
during period of validity of the bid, or if they are
awarded the contract and they fail to sign the contract,
or fail to submit a performance security before the
deadline defined in the request for proposal (RFP)
document, they may be Suspended/Blacklisted at
Bank’s Discretion.
6. Place of opening of Bids National Housing Bank
Risk Management Department
Core 5-A, 4th Floor, India Habitat Centre, Lodhi
Road, New Delhi – 110003
Note: -
• Technical Bids will be opened in the presence of Bidders who choose to attend as above.
The above schedule is subject to change. Notice of any changes will be provided through
e-mail from designated contact personnel only or publishing on NHB’s website. Further,
please note that Commercial Bid opening Date, Time & Venue will be intimated to the
technically qualified Bidders at a later date.
• All data/information, submitted vide documentary proofs/company records along this
RFP, must be reported & will be treated as on date of publication of this RFP.

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 Request for Proposal (RFP) for Engagement of Consultant for
Validation of Internal Credit Risk Rating Model of the Bank

2. National Housing Bank

2.1.National Housing Bank (NHB), a Statutory Body under the Government of India, was
established under the National Housing Bank Act, 1987 (“the Act”). NHB was established to
perform three broad functions – Supervision of Housing Finance Companies (HFCs),
Financing and Promotion & Development. NHB’s multi-pronged approach towards the
development of institutional and market infrastructure has led to the expansion and stability
in the housing finance sector. NHB is committed towards establishment of a sound and
sustainable housing finance system in the country by way of promoting institutional
framework and market infrastructure.

a. NHB has been established to achieve, inter alia, the following objectives –
▪ To promote a sound, healthy, viable and cost-effective housing finance system to cater
to all segments of the population and to integrate the housing finance system with the
overall financial system.
▪ To promote a network of dedicated housing finance institutions to adequately serve
various regions and different income groups.
▪ To augment resources for the sector and channelize them for housing.
▪ To make housing credit more affordable.
▪ To supervise the activities of housing finance companies based on supervisory power
derived under the Act.
▪ To encourage augmentation of supply of buildable land for housing and to upgrade
the housing stock in the country.
▪ To encourage public agencies to emerge as facilitators and suppliers of serviced land,
for housing.

b. The Head Office of NHB is in New Delhi and Regional Offices located at Delhi, Mumbai,
Hyderabad, Bengaluru, and Kolkata. It has Regional Representative Offices located at
Ahmedabad, Bhopal, Lucknow, Chennai, and Guwahati.

3. Background:

In order to augment resources for the housing sector and channelize funds for housing, NHB
extends refinance to Primary Lending Institutions (PLIs) viz. Scheduled Commercial Banks,
Regional Rural Banks, Urban Co-operative Banks, Small Finance Banks, Housing Finance
Companies, Apex Co-operative Housing Federations and Agricultural & Rural Development
Banks against their finance for purchase /construction, repair/upgradation of houses.

The Bank also extends Project Finance assistance to State Housing Boards, Development
Authorities, Municipal Corporations/Councils, Urban Local Bodies, Housing Welfare
Organizations of Central and State Government employees, other Agencies set up by the

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 Request for Proposal (RFP) for Engagement of Consultant for
Validation of Internal Credit Risk Rating Model of the Bank

government for their residential housing projects, Slum rehabilitation/slum improvement

Projects, Affordable Housing Projects under Public Private Partnership etc.

NHB has Credit Rating Models in place for assessing different sets of PLIs and project
implementing agencies against their eligibility for such funding. The models currently in use
by the Bank are for the below mentioned Institutions:

Refinance:
1) Housing Finance Companies
2) Scheduled Commercial Banks
3) Regional Rural Banks
4) Urban Co-operative Banks
5) Small Finance Banks
Project Finance:
6) Public Agency Risk Assessment Framework
7) Private Agency Risk Assessment Framework
8) EWS/LIG Housing Risk Assessment Framework

4. Purpose:

a. National Housing Bank (NHB) (hereinafter referred to as the Bank) invites the Request for
Proposal (RFP) tenders from the eligible organizations to provide their services for validation
of Bank’s internal credit rating models which includes review of existing credit rating model
and validation of Models. It is expected that selected Service Provider will undertake the
evaluation/ validation in a comprehensive, clear and constructive/contributory manner and
also as per Reserve Bank of India (RBI) requirement in this regard and make
recommendations for improvement in the existing model and its fine tuning and also
incorporation of the same in the existing Rating models and framework.

5. Objective and Scope of Work:

5.1 The Objective and Scope of Work of this RFP broadly includes the following:

a. Diagonostic Study and Review of all existing Internal Credit Rating Models including
scoring sheets and probability of default calculations and rating systems. This exercise
shall encompass qualitative as well as quantitative analysis. In view of limited vintage and
data points in the internal credit rating models (ICRM) external data could be used for
benchmarking, back testing etc.

b. Quantitative Model Validation including discriminatory power tests, model calibration,

granularity of rating grades, benchmarking with external ratings and back testing, model
efficiency and consistency.
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 Request for Proposal (RFP) for Engagement of Consultant for
Validation of Internal Credit Risk Rating Model of the Bank

c. Qualitative validation including review of the model design, concept, methodology /

technique, assumptions and rationale.

d. The analysis will be followed by providing recommendations for improvement in the

existing model and its refinement.

e. In addition, the respondent is expected to apprise and advise the bank of current trends,
latest developments, impact of COVID 19 or other unforeseen events on HFCs and Banks
and best practices in the market in relation to the rating system.

f. Based on the existing exposure of the Bank to the sector, experience and discussions with
NHB officials the weightage for subjective and objective parameters to be reviewed.

g. Test run to be performed to identify the gap between internal and external rating of select
entities

h. Assess the need to adopt scale-based rating models for PLIs.

i. Conduct workshops/training for Bank’s officers to share knowledge on various aspects

of validation exercise as also the model validation results.

Note:

This RFP is not exhaustive in describing the functions, activities, responsibilities and
services for which Consultant will be responsible. The Bidder, by participation in this
tender, implicitly confirm that if any functions, activities, responsibilities or services which
are either not specifically described in this RFP or specifically described but has to undergo
suitable changes/modifications due to regulatory/statutory changes and are termed
necessary or appropriate by NHB for the proper performance of the contract, such
functions, activities, responsibilities or services (with applicable changes, if any) will be
deemed to be implied by and included within the scope of services under this RFP and
Bidder’s response to the same extent and in the same manner as if specifically described
in this RFP and Bidder’s response

6. Deliverables:

The Consultant will be required to deliver:

i. A draft report covering all aspects of qualitative and quantitative validation of the existing
rating model. A presentation of draft report shall be made to the management.
ii. Final detailed report after incorporating suggestions provided by the Bank.

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 Request for Proposal (RFP) for Engagement of Consultant for
Validation of Internal Credit Risk Rating Model of the Bank

iii. A presentation of final report to the management with recommendations for improvement
in the existing model and its refinement justifying the contents of the report, the
underlying assumptions, and outcomes. A workshop/training shall be conducted for
Bank’s officers to share knowledge on various aspects of validation exercise as also the
model validation results.

The deliverables shall be made as per the Implementation Schedule provided at section 8.13
and will include inception reports, presentations to NHB management on Draft Reports, Final
Reports, and implementation activities.

7. Period of Contract:

Any contract that may result from this RFP will be valid for a term of (four Months) (“the
Term”) from the date of acceptance of Work Order/Letter of Award and if required, the same
may be extended by maximum 2 subsequent months subject to satisfactory performance and
at the sole discretion of NHB as deemed necessary for completion of the recommended and
approved initiatives at no extra cost to NHB. NHB reserve the right to reduce or extend the
stipulated timeframe without assigning any reasons whatsoever.

8. Instructions to Bidders

8.1 General: -

➢ All costs and expenses incurred by the Bidders in any way associated with the
development, preparation, and submission of responses, including but not limited to; the
attendance at meetings, discussions, demonstrations, etc. and providing any additional
information required by NHB, will be borne entirely and exclusively by the Bidder.

➢ No binding legal relationship will exist between any of the Bidders and NHB until
execution of a contractual agreement, except the pre-contract Integrity Pact to be
submitted along with the Bid. Post evaluation and finalization of the Bids and
identification of the successful Bidder, the Integrity Pact will form part of the definitive
agreement to be signed by the successful Bidder. For the other Bidders, the pre-contract
Integrity Pact will be binding on them for any acts/omissions committed by the Bidder in
violation/breach of the said pre-contract Integrity Pact in relation to the Bid submitted.

➢ Each Bidder acknowledges and accepts that NHB may in its absolute discretion apply
selection criteria specified in the document for evaluation of proposals for short listing /
selecting the eligible Consultant(s).

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 Request for Proposal (RFP) for Engagement of Consultant for
Validation of Internal Credit Risk Rating Model of the Bank

➢ Every Bidder will, by submitting his Bid in response to this RFP, be deemed to have
accepted the terms of this RFP and the Disclaimer.

➢ Bidders are required to direct all communications related to this RFP, through the
nominated Point of Contact persons, mentioned below:

Shri Tanikella Srinivas Shri Vikram Deva

Position Chief Risk Officer Assistant General Manager
E-mail [email protected] [email protected]
Telephone 011-39187328 +91-11-39187070
Mobile 9289443331 9910603585

➢ NHB may, in its absolute discretion, seek additional information or material from any
Bidder/s even after the tender/RFP closes and all such information and material provided
must be taken to form part of that Bidder’s response.

➢ Bidders should provide details of their contact person, telephone, fax, email and full
address(s) to ensure that replies to RFP could be conveyed promptly.

➢ If NHB, in its absolute discretion, deems that the originator of any query will gain an
advantage by any response to such query, then NHB reserves the right to communicate
such response to all Bidders.

➢ Queries / Clarification if any, may be taken up with the contact person/s detailed above
before the deadline for submission of Bids between 10.00 am to 5.00 pm on Monday to
Friday, excluding public holidays.

➢ Bidder should not have been blacklisted/debarred from participation in the Bid
process by any of the Govt. Departments/PSUs/Banks/Financial Institutes in India.

➢ The Company/Firm involved in development and maintenance of the present rating

model of the Bank shall not be eligible to submit bid/participate in the tender.

➢ NHB will notify all short-listed Bidders in writing or by mail or by publishing in its
website as soon as practicable about the outcome of their RFP. NHB is not obliged to
provide any reasons for any such acceptance or rejection.

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 Request for Proposal (RFP) for Engagement of Consultant for
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8.2 Pre-Bid Meeting

For the purpose of clarification of doubts of the Bidders on issues related to this tender/RFP,
NHB intends to hold a Pre-Bid meeting on the date and time as indicated in the RFP. The
queries of all the Bidders, in writing, should reach by e-mail or by post on or before 27-07-
2022 on the address as mentioned above. It may be noted that no query of any Bidder shall
be entertained after the Pre-Bid meeting. Clarifications on queries will be given in the Pre-
Bid meeting itself. Only the authorized representatives of the Bidders will be allowed to
attend the Pre-Bid meeting.

8.3 Soft Copy of Tender/RFP Document

The soft copy of the RFP document can be downloaded from NHB’s website
http://www.nhb.org.in under the section of “Tenders” and on Central Public Procurement
Portal (CPPP).

8.4 Non-Transferability of Tender/RFP

This tender/RFP document is not transferable.

8.5 Erasures or Alterations

The offers containing erasures or alterations may not be considered. Any interlineations’,
erasures or overwriting in technical Bids may be considered at the discretion of NHB only if
they are initialed by the person signing the Bids. However, any interlineations’, erasures or
overwriting in any form will not be accepted in the commercial Bid. There should be no
hand-written material, corrections or alterations in the offer. Technical details must be
completely filled up. Correct technical information of the product being offered must be filled
in. Filling up of the information using terms such as “OK”, “accepted”, “noted”, “as given in
brochure/manual” is not acceptable. However, NHB may treat offers not adhering to these
guidelines as unacceptable. NHB may, in its absolute discretion, waive any non-conformity
or irregularity in the offer, which in the opinion of NHB is ancillary and not essential. This
shall be binding on all Bidders and NHB reserves the right for such waivers.

8.6 Amendment to the Bidding/Tender/RFP document

• At any time prior to the deadline for submission of Bids, NHB, for any reason, may
modify the Bidding/Tender/RFP document, by amendment or corrigendum.
• The amendment will be posted on NHB’s website www.nhb.org.in

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 Request for Proposal (RFP) for Engagement of Consultant for
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• All Bidders must ensure that all amendments/enhancements (if any) in the RFP
have been considered by them before submitting the Bid. NHB will not have any
responsibility in case of any omission by Bidder/s.
• NHB at its discretion may extend the deadline for the submission of Bids.
• NHB shall not be liable for any communication gap. Further NHB reserve the right
to scrap the tender or drop the tendering process at any stage without assigning any
reason.

8.7 Language of Bid

The Bid prepared by the Bidders, as well as all correspondence and documents relating to
the Bid exchanged by the Bidder and NHB and supporting documents and printed literature
shall be written in English.

8.8 Masked Commercial Bid

The Bidder should submit a copy of the actual price Bid (as per the format specified by NHB),
being submitted to NHB separately, by masking the actual prices. This is mandatory. The
Bid may be disqualified if it is not submitted by masking it properly. NHB reserves the right
to cancel the Bid/tender process at the time of commercial evaluation, if the format/detail
(except price) of ‘Masked Commercial Bid’ does not match with the format/detail of actual
Commercial Bid submitted.

8.9 Right to Alter Location / Quantities

NHB reserves the right to alter the proposed location/s specified in the RFP. NHB also
reserves the right to add/delete one or more location/s from the list specified in this RFP,
from time to time.

8.10 Documents Comprising the Bid (Please follow the instructions, if any, separately
prescribed in the Formats)

1. The Technical Proposal: The Technical Bid should be submitted in the format as
prescribed in Annexure VII along with the covering letter in the format as prescribed
in Annexure VI. Documents comprising the Technical Proposal should be

a) Table of Contents (list of Documents enclosed)

b) Bidder’s information in the format as prescribed in Annexure I;
c) Bidder’s Experience details in the format as prescribed in Annexure II;

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 Request for Proposal (RFP) for Engagement of Consultant for
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d) Compliance Statement Declaration in the format as prescribed in Annexure III;

e) List of Deviations, if any, in the format as prescribed in Annexure IV;
f) Information on Minimum Eligibility in the format as prescribed in Annexure V:
g) Annexure VI – Technical Bid Covering Letter
h) Annexure VII – Technical Bid Format
i) Annexure X – ECS Mandate
j) Annexure XI – Letter of Competence
k) Annexure XII - Curriculum Vitae (CV) of the Key Personnel.
l) Copies of Certificates, Documentary Proofs etc.
m) Annexure XIII – Resolution Matrix
n) Annexure XVIII- EMD / Bid Security Declaration

2. The Commercial Proposal: The Commercial Bid should be submitted in the format as
prescribed in Annexure IX along with the covering letter in the format as prescribed
in Annexure VIII.

3. Pre-Contract Integrity Pact (wherever applicable) in the format in Annexure XIV (The
Pre-Contract Integrity Pact should be submitted neatly typed in on Rs.100/- non-judicial
stamp paper duly signed by the authorized signatory and the same will be signed on behalf of
NHB subsequently. The date of execution should be the date as mentioned in the Technical Bid
by the Bidder)

Note: Bids without EMD/ Bid Security Declaration will be rejected summarily.

8.11 Bid Currency

Bids to be quoted in Indian Rupee only. Bids in currencies other than INR will not be
considered.

8.12 Earnest Money Deposit (EMD)

(a) Bids (by non-MSME bidders) must be accompanied by a refundable interest free security
deposit of 50,000/- (Rs. Fifty Thousand only), by way of an e-payment in favour of
National Housing Bank. The Accounts details are given in para 8.39.
(b) MSME Bidder has to submit the “Bid Security Declaration” on their organizations letter
head duly signed and stamped by their authorized signatory” accepting that if they
withdraw or modify their bids during period of validity of the bid, or if they are awarded
the contract and they fail to sign the contract, or fail to submit a performance security
before the deadline defined in the request for proposal (RFP) document, they may be
Suspended/Blacklisted at Bank’s Discretion.

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(c) The proof of the payment should be enclosed and put in the envelope containing the
Technical Bid; in the absence of which the Bid may not be considered for further
evaluation. The Bidders are also required to submit ECS Mandate Form as enclosed in
Annexure-X. Bidders under Micro & Small Enterprises category should mandatorily
submit valid MSE Registration Certificate (self-attested by authorized signatory) in the
envelope containing the Technical Bid
(d) Any Bid received without EMD / Bid Security Declaration in proper form and manner
shall be considered unresponsive and rejected.
(e) Any request for exemption from EMD / Bid Security Declaration will not be entertained.
The Bid Security Declaration format is provided in Annexure – XVIII.
(f) Save as otherwise provided herein or in the definitive agreement, the EMD amount
(wherever applicable) of unsuccessful Bidders would be refunded on completion of the
tendering process
(g) Save as otherwise provided herein or in the definitive agreement, the EMD amount
(wherever applicable) of the successful Bidder will be refunded after execution of SLA and
submission of PBG for value amounting to 3% of total contract value as per terms of the
RFP.

8.13 Implementation schedule

The Bidder shall be responsible for delivery of the services.

Stage Assignment Delivery Schedule (From
date of acceptance of work
order/letter of award)
1. Draft report covering all aspects of qualitative and 2 months
quantitative validation of the existing rating model. The
report shall be discussed with NHB and a presentation
shall be made to the management.
2. Final Report after incorporating the suggestions of 4 months
NHB and covering the scope of work including the
gaps identified after performing test runs. A
Presentation on the report shall also be made to the
Management. A workshop/training shall be conducted
for Bank’s officers to share knowledge on various
aspects of validation exercise as also the model
validation results.
*Non-adherence to timelines will attract penalties as deemed fit by the bank.

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• Billing cycle will commence only after execution of SLA as per terms of the RFP.

8.14 Performance Bank Guarantee (PBG)

The successful Bidder will be required to provide performance bank guarantee (PBG) of 3%
of the total cost of contract value, in the form of bank guarantee from a scheduled commercial
bank in the format as substantially prescribed in Annexure-XVII. The PBG should be valid
till at least 03 months beyond the expiry of contract period or such other extended period as
NHB may decide. The PBG is required to protect the interest of NHB against the risk of non-
performance or default in RFP Term/s, including non-compliance of applicable statutory
provisions including labour laws and any other laws/rules/regulations, by the successful
Bidder. Default in successful implementation of the conditions of the contract, may warrant
the invoking of PBG, and also if any act of the Consultant/Bidder results into imposition of
Liquidated Damages/penalty, then NHB reserves the right to invoke the Performance Bank
Guarantee submitted by such Bidder. The decision of NHB as to non-performance or default
in RFP Term/s, including non-compliance of applicable statutory provisions etc., shall be
final and binding on the successful Bidder. The PBG should be submitted by the successful
bidder within 20 days of acceptance of Work Order.

8.15 Period of Validity of Bids

• Prices and other terms offered by Bidders must be valid for a period of six months from
the date of submission of commercial Bid for acceptance by NHB.

• In exceptional circumstances NHB may solicit the Bidders' consent for extension of the
period of validity. Any such request and response thereto shall be made in writing. The
Bid security declaration/EMD provided shall also be extended.

8.16 Format and Signing of Bids

Each Bid shall be submitted in two parts:

• Part I: consists of Minimum Eligibility Criteria, Technical Bid and Masked Commercial
Bid [price Bids without any price]. The above contents will be referred to as “Technical
Proposal”.

• Part II : covering only the Commercial Bid herein referred to as “Commercial Proposal”

• The Original Bids shall be typed or written in indelible ink and shall be signed by the
Bidder or a person or persons duly authorized to bind the Bidder to the contract. The
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person or persons signing the Bids shall put their initials on all pages of the Bids, except
for un-amended printed literature.

8.17 Sealing and Marking of Bids

• All the envelops shall be addressed to NHB at the address given below:
Chief Risk Officer, Risk Management Department
National Housing Bank
Core 5A, 4th Floor, India Habitat Centre
Lodhi Road
New Delhi – 110003
• All envelopes should indicate on the cover the name and address of Bidder along with
contact number.
• The Bidder shall seal the envelopes containing Technical and Commercial proposals
separately.
• The envelope should be non-window and separately super scribed as “Technical Proposal
for Engagement of Consultant for Validation of Internal Credit Risk Rating Model of the
Bank “, and “Commercial Proposal for Engagement of Consultant for Validation of
Internal Credit Risk Rating Model of the Bank “, as applicable.
• If the envelop is not sealed and marked, NHB will assume no responsibility for the Bid's
misplacement or its premature opening.
• Bids not sealed properly shall not be considered and will stand rejected without recourse.
• The Bids are to be submitted in spiral binding.

8.18 Deadline for submission of Bids

• The Bids must be received by NHB at the addressed specified, not later than the last date
of Bid submission as indicated above at S. No. 3 of para 1.
• In the event of the specified date for the submission of Bids, being declared a holiday for
NHB, the Bids will be received up to the appointed time on the next working day.
• NHB may, at its discretion, extend the deadline for submission of Bids by amending the
Bid documents with intimation on NHB’s website, in which case, all rights and obligations
of NHB and Bidders previously subject to the deadline will thereafter be subject to the
deadline as extended.

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8.19 Late Bids

Any Bid received by NHB after the deadline for submission of Bids prescribed by NHB will
be rejected and returned unopened to the Bidder.

8.20 Opening of Bids by NHB

• On the scheduled date and time, Bids will be opened by NHB Committee in presence of
Bidder representatives who will attend the meeting on the specified date and time.
• Place of Opening of Technical Bids: National Housing Bank, Core 5A, 4th Floor, India
Habitat Centre, Lodhi Road, New Delhi – 110003
• The Bidder name and presence or absence of requisite EMD / Bid Security Declaration
and such other details as NHB, at its discretion may consider appropriate, will be
announced at the time of Technical Bid opening.

8.21 Clarification of Bids

During evaluation of Bids, NHB, at its discretion, may ask the Bidder for clarification of its
Bid. The request for clarification and the response shall be in writing (Fax/e-Mail), and no
change in the substance of the Bid shall be sought, offered or permitted.

8.22 Preliminary Examinations

• NHB will examine the Bids to determine whether they are complete, the documents have
been properly signed; supporting papers/documents attached and the Bids are generally
in order etc.
• NHB may, at its sole discretion, waive any minor infirmity, nonconformity or irregularity
in a Bid which does not constitute a material deviation, provided such a waiver does not
prejudice or affect the relative ranking of any Bidder.
• The decision of NHB is final towards evaluation of the Bid documents.

8.23 Proposal Ownership

The proposal and all supporting documentation submitted by the Bidder shall become the
property of NHB unless NHB agrees to the Bidder’s specific request/s, in writing that the
proposal and documentation be returned or destroyed.

8.24 Instructions to the Bidders

The Bidder shall not outsource the work assigned by NHB, to any third party except with
NHB’s prior written consent and attend all complaints registered by NHB through its own
service/support infrastructure only.

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8.25 Price Composition & Variation

• The Bidder should clearly furnish the cost matrix strictly as per the structure, if any,
provided in the Annexure IX. Any deviation may lead to Bid rejection. Also no options
should be quoted other than as per the Commercial Bid. Wherever options are given,
the Bid is liable to be rejected.
• The commercial offer shall be on a fixed price basis. No price variation relating to cost
of consultancy excl. taxes (present and future) will be entertained for any work assigned
during the period of contract.
• Only GST will be paid as actual as per statutory revision.
• Date of implementation of project shall be the date of acceptance of the letter of award
(Starting Date) or such other date as may be fixed by NHB. The same date shall be
considered for renewal of support services etc., if applicable.

8.26 Timely availability of Support Services

The Consultant should have proper and adequate support mechanism in place at New Delhi-
NCR to provide all necessary support under this project.

8.27 Documentation

The Consultant shall provide complete technical and other documentation/s for the services
supplied during the period of contract. All the documents shall be in English and must be
clearly indicative of services supplied.

8.28 Modification and Withdrawal

• Every Bidder shall submit only one proposal. If any Bidder submits more than one
proposal, all such proposals shall be disqualified.
• The Bidders are advised to submit the Bids only after the Pre-Bid Meeting as the Bids
once submitted will be treated, as final and no further correspondence will be
entertained on this. No Bidder shall be allowed to withdraw the Bid, if Bidder happens
to be successful Bidder.
• NHB has the right to reject any or all Bids received without assigning any reason
whatsoever. NHB shall not be responsible for non-receipt / non- delivery of the Bid
documents due to any reason whatsoever.

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8.29 Revelation of Prices

The prices in any form or by any reasons should not be disclosed in the technical or other
parts of the Bid except in the Commercial Bid. Failure to do so will make the Bid liable to be
rejected.

8.30 Terms and Conditions of the Bidding firms

The Bidding firms are not required to impose their own terms and conditions to the Bid and
if submitted will not be considered as forming part of their Bids. The Bidders are advised to
clearly specify the deviations as per Annexure-IV, in case terms and conditions of the
contract applicable to this RFP are not acceptable to them. The Bidders should also describe
clearly in what respect and up to what extent the equipment and services being offered
differ/ deviate from the specifications laid down in the specifications and requirements.

8.31 Local conditions

Bidders must acquaint themselves with the local conditions and factors, which may have any
effect on the performance of the contract and / or the cost.

8.32 Contacting NHB or putting outside influence

Bidders are forbidden to contact NHB or its Consultants on any matter relating to this Bid
from the time of submission of Commercial Bid to the time the contract is awarded. Any
effort on the part of the Bidder to influence Bid evaluation process, or contract award decision
may result in the rejection of the Bid.

8.33 Proposal Content

The Bidders’ proposals are central to the evaluation and selection process. Therefore, it is
important that the Bidders carefully prepare the proposal. The quality of the Bidder’s
proposal will be viewed as an indicator of the Bidder’s capability to provide the solution and
Bidder’s interest in the project.

8.34 Banned or Delisted Bidder

Bidders have to give a declaration that they have not been banned or delisted by any
Government, Quasi Government agencies, PSUs or PSBs and its subsidiaries. If a Bidder has
been banned by any Government, Quasi Government agencies, PSUs or PSBs and its
subsidiaries, this fact must be clearly stated. If this declaration is not given, the Bid will be
rejected as non-responsive. This declaration will be submitted along with the Technical Bid

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8.35 Compliance with Laws

(a) The Consultant/Bidder shall undertake to observe, adhere to, abide by, comply with
and notify NHB about all laws in force or as are made applicable in future, pertaining
to or applicable to them, their business, their employees or their obligations towards
them and all purposes of this tender and shall indemnify, keep NHB indemnified, hold
harmless, defend and protect NHB and its employees/officers/staff/
personnel/representatives/agents from any failure or omission on its part to do so and
against all claims or demands of liability and all consequences that may occur or arise
for any default or failure on its part to conform or comply with the above and all other
statutory obligations arising there from.

(b) The Consultant shall promptly and timely obtain all such consents, permissions,
approvals, licenses, etc., as may be necessary or required for any of the purposes of this
project or for the conduct of their own business under any applicable Law, Government
Regulation/Guidelines and shall keep the same valid and in force during the term of
the project/contract, and in the event of any failure or omission to do so, shall
indemnify, keep indemnified, hold harmless, defend, protect and fully compensate
NHB and its employees/ officers/ staff/ personnel/ representatives/agents from and
against all claims or demands of liability and all consequences that may occur or arise
for any default or failure on its part to conform or comply with the above and all other
statutory obligations arising therefrom and NHB shall give notice of any such claim or
demand of liability within reasonable time to the Consultant.

(c) In case NHB undergoes a merger, amalgamation, takeover, consolidation,

reconstruction, change of ownership, etc., this contract shall be considered to be
assigned to the new entity and such an act shall not affect the rights and obligations of
the Consultant under this contract.

8.36 Intellectual Property Rights

The Bidder warrants that in the event of its selection as the Consultant: -

(a) The Inputs to be provided by it shall not infringe upon any third party intellectual
property rights, including copyrights, patents and other intellectual property rights of
any nature whatsoever.

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(b) It further warrants that the Deliverables shall not infringe upon any third party
intellectual property rights, including copyrights, patents and other intellectual
property rights of any nature whatsoever.

(c) In the event that the Deliverables become the subject of a claim of violation or
infringement of a third party's intellectual property rights, the Bidder shall, at its choice
and expense: (a) procure for NHB the right to continue to use such Deliverables; (b)
replace or modify such Deliverables to make them non-infringing, provided that the
same function is performed by the replacement or modified Deliverables as the
infringing Deliverables; or (c) if the rights to use cannot be procured or the Deliverables
cannot be replaced or modified, accept the return of the Deliverables and reimburse
NHB for any amounts paid to the Bidder for such Deliverables, along with the
replacement costs incurred by NHB for procuring an equivalent equipment in addition
to the penalties levied by NHB . However, NHB shall not bear any kind of expense,
charge, fees or any kind of costs in this regard. Notwithstanding the remedies contained
herein, the Bidder shall be responsible for payment of penalties in case service levels
are not met because of inability of NHB to use the proposed solution.
(d) The Bidder acknowledges that business logics, work flows, delegation and decision
making processes of NHB are of business sensitive nature and hence shall not be
referred to other clients, agents or distributors of the software. The project shall be
deemed as incomplete in case the desired objectives of the project as mentioned in the
scope of the project are not met and in case the system is unable to facilitate the
processes duly supported by various requirements as envisaged in the RFP.

8.37 False / Incomplete statement

Any statement/declaration made by the Bidder, if proved wrong or false or incomplete or

such as to withhold any information relevant to the award of the tender, at any stage of the
tender/Bid process or in the event of his Bid/tender having been accepted, at any stage of
the contract, shall render his/their Bid(s)/tender(s)/contract(s) liable to be
cancelled/rescinded, in addition to the followings:

a) If such statement is found at the tender stage, his total earnest money/EMD (if applicable)
shall be forfeited and tender/Bid will be summarily rejected.
b) In case such a statement is found at the contract stage, NHB may take at its discretion
appropriate action as provided in the RFP for termination of the contract including
invocation of the PBG.

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8.38 Restriction on procurement from a Bidder of a country which shares a land border with
India:
• Any Bidder from a country which shares a land border with India will be eligible to
bid in this tender only if the Bidder is registered with the Competent Authority i.e. the
Registration Committee constituted by the Department for Promotion of Industry and
Internal Trade (DPIIT).

However, such registration is not required for being eligible under this RFP in case the
Bidders are from countries (even if sharing land border with India) to which
Government of India has extended lines of credit or in which the Government of India
is engaged in development projects, as per the updated list of such countries given on
website of Ministry of External Affairs.

• The Bidder shall also submit a certificate as per the format enclosed as Annexure XIX.
If such certificate given by the successful Bidder is found to be false, this would be a
ground for immediate termination of the contract and for further legal action in
accordance with law.

• For the purpose of this clause:

a) “Bidder “(including the term ‘tender’, ‘consultant’ or ‘service provider’ in certain
contexts) means any person or firm or company, including any member of a
consortium or joint venture (that is an association of several persons, or firms or
companies), every artificial juridical person not falling in any of the descriptions
of bidders stated hereinbefore, including any agency branch or office controlled
by such person, participating in a procurement process.
b) “Bidder from a country which shares a land border with India” for the purpose of
this Order means:-
i. An entity incorporated, established or registered in such a country; or
ii. A subsidiary or an entity incorporated, established or registered in such a
country; or
iii. An entity substantially controlled through entities incorporated, established
or registered in such a country; or
iv. An entity whose beneficial owner is situated in such a country; or
v. An Indian (or other) agent of such an entity; or
vi. A natural person who is a citizen of such a country; or
vii. A consortium or joint venture where any member of the consortium or joint
venture falls under any of the above.

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c) The beneficial owner for the purpose of (b) above will be as under:
i. In case of company or Limited Liability Partnership, the beneficial owner
is the natural person (s), who, whether acting alone or together, or
through one or more juridical person, has a controlling ownership interest
or who exercises control through other means.
“Controlling ownership interest” means ownership of or entitlement to
more than twenty-five per cent. Of shares or capital or profits of the
company;
“Control” shall include the right to appoint majority of the directors or to
control the management or policy decision including by virtue of their
shareholding or management rights or shareholders agreement or voting
agreement;

ii. In case of partnership firm, the beneficial owner is the natural person (s)
who, whether acting alone or together, or through one or more juridical
person, has ownership of entitlement to more than fifteen percent of
capital or profits of the partnership;

iii. In case of an unincorporated association or body of individuals, the

beneficial owner is the natural person (s), who, whether acting alone or
together, or through one or more juridical person, has ownership of or
entitlement to more than fifteen percent of the property or capital or
profits of such association or body of individuals;

iv. Where no natural person is identified under (i) or (ii) or (iii) above, the
beneficial owner is the relevant natural person who holds the position of
senior managing official;

v. In case of a trust, the identification of beneficial owner(s) shall include

identification of the author of the trust, the trustee, the beneficiaries with
fifteen percent or more interest in the trust and any other natural person
exercising ultimate effective control over the trust through a chain of
control ownership.

d) An Agent is a person employed to do any act for another, or to preset another in

dealings with third person.

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8.39 Bank Details

Bank Account Details for the deposit of Earnest Money Deposit are as follows: -

No. Type Particulars

1. Beneficiary Name National Housing Bank
2. Beneficiary Address Core 5A, 4th Floor, India Habitat Centre,
Lodhi Road, New Delhi 110 003
3. Beneficiary Bank Name State Bank of India
4. Beneficiary Bank Branch Pragati Vihar Delhi Branch, Ground Floor,
Address Core-6, Scope Complex, Lodhi Road, New
Delhi – 110 003
5. Type of Bank Account Current account
6. Beneficiary Bank A/C No 52142903844
7. IFCS code of Bank branch SBIN0020511

9. Bids (Technical & Commercial) and Bid Evaluation Methodology

(a) Eligibility Criteria for Bidders (Please provide documentary proof as listed in
Annexure V)
i. Limited Company (Public or Private), Limited Liability Partnership Firm.
ii. Minimum 4 years’ experience in the area of development and/or validation of credit
rating models.
iii. Profit making since last three years (as per last three audited results).
iv. Should have developed and/or validated credit rating models for minimum of 03
clients under the category of Scheduled Commercial Banks, NBFCs including
Housing Finance Companies (HFCs) and All India Financial Institutions during last
4 years
v. Should have an office in Delhi/ NCR.
vi. The bidder should be able to assign minimum two qualified professionals
(FRM/PRM/CA/CFA/MBA-Finance*) in the team for the project out of which at
least one member should have qualification of FRM/PRM/CA/CFA. Further, each
team member should have minimum three years of experience in the field of
development and/or validation of credit rating models. The bidder should be able
to depute at least one member in person at NHB Head Office, New Delhi as and
when required.
* only full time MBA to be considered
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(b) Bidding Process

Quality cum Cost Based System (QCBS)

Evaluation criteria proposed to be adopted will be Quality cum Cost Based System
(QCBS) where Technical Bid Score will get a weightage of 70 and Commercial Bid Score
a weightage of 30.

Bidders fulfilling the Eligibility Criteria as specified at para 9 (a) above, shall be considered
for Technical Evaluation. The Technical Proposals will be evaluated based on evaluation
criteria, sub-criteria and points system as given para (c) below:

(c) Evaluation of Technical Bids

Criteria and Point system for the evaluation of the Technical Bids are as under:
S.No Particulars Maximum Documents to be
Marks submitted by
Bidders
1 Experience* of consulting firm in the field of
development and/or validation of credit 1. Letter of award of
rating models related consultancy services contract and
within India 20 2. Completion
Experience > 7 years 20 certificate or a Self-
7 years ≥ Experience > 5 years 15 Declaration to be
5 years ≥ Experience > 4 years 10 furnished by the
bidder on its letter
2 No. of clients (SCBs/NBFC including HFCs head. In case of self-
/AIFIs) for whom credit rating models have declaration, bidder
been developed and/or validated. must provide a copy
No. of Clients > 7 20 of the detailed work
20 order and contact
7 ≥ No. of Clients > 5 15 details of key official
at Client’s end who
may be contacted for
confirmation of
5 ≥ No. of Clients >3 10
credentials
3 Experience* of project manager/team Curriculum Vitae
leader assigned for the project in NHB in the (CV) as per
20
field of development and/or validation of Annexure XII
credit rating model.

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S.No Particulars Maximum Documents to be

Marks submitted by
Bidders
Experience > 7 years 20
7 years ≥ Experience > 5 years 15
5 years ≥ Experience > 3 years 10

4 Total number of qualified professionals on List of qualified

payroll (fulltime basis) having any of the professionals on the
qualifications such as FRM, PRM, CFA, CA, payroll with their
MBA# (Finance) qualification and
Qualified Professionals ≥ 5 10 number of years of
10 experience.
(documents
5 > Qualified Professionals ≥ 3 5 evidencing their
professional
qualification may be
provided)
5 Presentation by the Bidder on
Understanding of the Scope, Approach,
Methodology, Work Plan and Activity 30
Schedule
(Subjective Evaluation)
Total Marks 100
* No. of years of experience with reference to RFP issuance date
# Only Full Time MBA to be considered
Note: The evaluation committee may, at its sole discretion, decide to seek more information / proof
from the respondents

• The bidders who score 50 or above out of 70 shall be called for presentation. In case
an eligible bidder called for presentation fails to make presentation before the
Committee, it would get disqualified from the tendering process.
• The minimum qualification score for the Technical Bid is 60 to be eligible for
Commercial Evaluation.
(d) Evaluation of Financial / Commercial Bids

The financial bids of only those bidders who are shortlisted by the Evaluation Committee
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based on Technical Evaluation will be opened. The proposal with the lowest cost bid will
be given a financial score of 100. All other proposals will be given relative financial scores
that are inversely proportional to their costs as compared to the lowest cost bid as per the
formula “Relative Financial Score(RFS) = (Lowest Financial Bid/Financial Bid)*100”

The Price / Bid amounts shall be arrived at as detailed out in Annexure IX – Commercial
Bid Format.

(e) Final/Aggregate evaluation of Bids

➢ A combined Techno- Financial combined Score ‘S’ will be arrived at by applying
weightages as follows:
I. Technical Bid ‘T’ 70%
II. Financial Bid ‘F’ 30%
Total Weightage 100%

(f) Relative score will be calculated for arriving at the final score

(g) For working out the combined weighted score “S’ the following formula will be used:
Combined Weighted Score (S) = RTS*(70/100) + RFS*(30/100), where

RTS = Relative Technical Score = (T Score/T High)*100

RFS=Relative Financial Score = (Lowest Financial Bid/Financial Bid)*100
T Score stands for Technical score as at para 9 (c)
T High stands for highest technical score among the bids submitted.
Financial Bid stands for the Financial Proposal in question
Lowest Financial Bid stands for lowest amount among the Financial Bids submitted.

The consultants will be ranked based on the above combined weighted score “S”. The
Bidder with the highest combined score (H-1) will be declared successful and shall be
recommended for award of the contract. After the identification of the successful Bidder,
NHB will follow the internal procedure for necessary approvals and thereafter proceed
with notification of award of contract.
In case of a tie between two or more Bidders in Combined Weighted Score “S”, contract
will be awarded based on the relative T Score between the tied bidders. In case of a tie in
technical bid also, the marks scored in Past Experience of Agency and Experience of Key

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Personnel (Sl. No 1 & 3 of para 9 (c) will be considered for selection of the agency.
(h) Bank reserves the right to negotiate the price with the finally short-listed bidder before
awarding the contract.

10. Commercial Terms and Conditions

Bidders are requested to note the following commercial terms and conditions for this project.

10.1 Price

a) The Price quoted by the Bidder should include all type of costs.
b) The price should be inclusive of all taxes (except GST), duties, levies charges,
transportation, insurance, as per Commercial Bid.
c) The price quoted by the Bidder shall remain firm during the Bidder’s performance of the
contract i.e., for a period of three months which may be extended up to a period of 6
months, if required.
d) Bid submitted with adjustable price quotation will be treated as non-responsive and will
be rejected.
e) For any future requirement, order will be placed at the contracted man-day rate as
mentioned in the Commercial Proposal & as per applicable terms of this RFP. Failure in
accepting the order will attract terms of penalty & termination of this RFP, at discretion
of NHB.

10.2 Payment Terms

Any payment will be released only after submission of PBG & post-signing of SLA as per the
following payment terms:

a) The payment of the agreed Professional Fees shall be released to the selected Consultant
after deduction of applicable taxes at source subject to satisfactory completion (as decided
by the Bank) of assignment

b) Payments will be made as per the following schedule

i. After submission of First draft of Report – 20%
ii. After submission of Final draft of Report - 25 %
iii. After approval of Report by the Competent Authority of NHB and conduct of
training/workshop for Bank’s officials on various aspects of validation exercise as
also the model validation results- 55%

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c) The Bank shall release payment of the agreed fee quoted in RFP to the selected Bidder
based on above terms, after deducting applicable taxes at source

d) NHB shall have the right to withhold any payment due to the bidder, in case of delays or
defaults on the part of the Bidder. Such withholding of payment shall not amount to a
default on the part of NHB. Once a contract price is arrived at, the same must not be subject
to escalation during the performance of the contract.

10.3 Payment in case of termination of contract

Subject to the terms of the RFP, in case the contract is terminated, payment towards services
will be made on pro rata basis, for the period services have been delivered, after deducting
applicable penalty and TDS/other applicable taxes.

11. General Terms and Conditions

11.1. The Bidder is expected to peruse all instructions, forms, terms and specifications in this
RFP and its Annexures. Failure to furnish all information required in the RFP
documents, in the formats prescribed or submission of a proposal not substantially
responsive or submission of unnecessary additional information as part of response to
this RFP Document may result in rejection of the proposal.

11.2. All such amendments made by NHB to the RFP shall become part and parcel of the RFP
and same will be notified on NHB’s website. The Bidders are required to have a watch
on NHB’s website for any such amendment.

11.3. Bidders must take into consideration each and every line of this RFP document while
preparing technical and commercial proposal for the project. Bidders are requested to
get any issue clarified by NHB before submitting the responses/Bids. The Bids
submitted should be complete in all respect meeting all deliverables under the project.
It will be the sole responsibility of the successful Bidder to deliver each and everything
as per the scope of the work during the contracted period. NHB will not be responsible
in case of any requirement is underestimated or any requirement is not interpreted in
right perspective.

11.4. NHB reserves the right to change the requirement specifications and ask for the revised
Bids or the tendering process without assigning any reasons.

11.5. NHB shall be under no obligation to accept the lowest or any other offer/Bid 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. NHB
reserves the right to make any changes in the terms and conditions of contract. NHB
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will not be obliged to meet and have discussions with any Bidder, and or to consider
any representations. NHB reserves the right to accept or reject, fully or partially, any or
all offers without assigning any reason. The decision of NHB in this regard is final and
no further correspondence in this regard will be entertained.

11.6. Although service window has been defined as 9.00am to 9.00pm, the selected Bidder
must provide services beyond the above time in case of urgent requirement of NHB
without any extra cost.

11.7. Notwithstanding anything to the contrary contained in the contract, NHB shall be at
liberty to invoke the Performance Bank Guarantee in addition to other remedies
available to it under the contract or otherwise if the successful Bidder fails to fulfill any
of the terms of contract / order or commits breach of any terms and conditions of the
contract.

11.8. On faithful and satisfactory execution of assignments under the contract in all respects,
the PBG of the successful Bidder will be released by NHB, if not forfeited due to any
reason as provided herein, after a period of 30 days after completion/execution of the
assignments/contract.

11.9. Bidder must deploy manpower having requisite qualification, experience, skill-set etc.
for the project/contract.

11.10. NHB reserves the right to call for any additional information and also reserves the right
to reject the proposal of any Bidder if in the opinion of NHB, the information furnished
is incomplete or the Bidder does not qualify for the contract.

11.11. The scope of the proposal shall be on the basis of single point responsibility, completely
covering the products and services specified under this RFP, on end-to-end solution
basis.

11.12. The Commercial and Technical Bids will have to be signed on all pages of the Bid by
the authorized signatory. Unsigned Bids would be treated as incomplete and would be
rejected.

11.13. By submitting proposal/bid, the Bidder agrees to promptly execute contract with NHB
for any work awarded to the Bidder. Failure on the part of the awarded Bidder to
execute a valid contract/service level agreement with NHB, will relieve NHB of any
obligation to the Bidder, and a different Bidder may be selected.

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11.14. Time and quality of the service are the essence of this agreement/contract. Failure to
adhere to the same will be considered as breach of the terms and conditions of the
contract.

11.15. Penalty

In case of delay in completion of any stage/milestone within stipulated time by the

Consultant, NHB will impose a penalty as per below:

i. No penalty for first two weeks delay.

ii. After two weeks, penalty of 0.5% of the payment linked to corresponding
stage/milestone for the first week; and for any subsequent delays after first week, an
additional penalty of 0.25% for each week’s delay, subject to maximum of 10% of the
payment linked to the stage/milestone. Fraction of week shall be construed as one
week for the said purpose. Once the maximum is reached, NHB reserves the right to
cancel the order at its discretion and the Performance Bank Guarantee submitted may
be invoked.

11.16. Removal and/or Replacement of Personnel

a) If, for any reason beyond the reasonable control of the Consultant, it becomes
necessary to replace any of the Key Personnel (personnel according to NHB engaged
for key assignments under the contract by the Consultant), the Consultant shall
forthwith provide as a replacement a person of equivalent or better qualifications and
skills. In case of a critical vacancy, the Consultant shall provide a temporary resource
for not more than 2 months. The temporary resource shall be of equivalent
qualifications and shall be paid not more than 90% of the agreed rate of the personnel
being replaced.

b) If NHB finds that any of the Personnel have (i) committed serious misconduct or has
been charged with having committed a criminal action, or (ii) have reasonable cause
to be dissatisfied with the performance of any of the Personnel, then the Consultant
shall, at NHB’s written request specifying the grounds therefore, forthwith provide
as a replacement a person with qualifications and experience acceptable to NHB.

c) For any of the Personnel provided as a replacement under Clauses (i) and (ii) above,
the rate of remuneration applicable to such person as well as any reimbursable
expenditures (including expenditures due to the number of eligible dependents) the
Consultant may wish to claim as a result of such replacement, shall be subject to the
prior written approval by NHB. Except as NHB may otherwise agree, (i) the

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Consultant shall bear all additional travel and other costs arising out of or incidental
to any removal and/or replacement, and (ii) the remuneration to be paid for any of
the Personnel provided as a replacement shall not exceed the remuneration which
would have been payable to the personnel replaced.

11.17. Acceptance of Work Order/Letter of Award

NHB will notify the successful Bidder in writing by issuing a letter of award/work order in
duplicate. The successful Bidder has to return the duplicate copy to NHB within 7 working
days from the date of the letter of award/work order duly accepted and signed by Authorized
Signatory in token of acceptance. However, NHB has a right to cancel the letter of award/work
order, if the same is not accepted within the stipulated period.

11.18. Definitive Agreement

The successful Bidder will sign Service Level Agreement (SLA) substantially in the format as
provided in Annexure XV and the Confidentiality cum Non-Disclosure Agreement (NDA) in
Annexure XVI with NHB within 15 days of the letter of award (LoA) or within such extended
period as may be decided by NHB. All expenses, stamp duty and other charges/ expenses in
connection with the execution of the Agreement/s as a result of this RFP process shall be borne
by successful Bidder. Copy of Board resolution or power of attorney showing that the
signatory has been duly authorized to sign the acceptance letter, contract and non-disclosure
agreement, should be submitted.

11.19. Taxes

Only GST will be paid by NHB on actual basis as per statutory rates prevalent during the
period of service provided. All other taxes as applicable will be borne by the Bidder. NHB is
authorized to make such tax deduction at source as may be necessary as per law/rules in force
in respect of payments made to the Consultant.

11.20. Liquidated Damages

If the Consultant fails to complete the due performance of the contract in accordance with
agreed specifications and conditions to the satisfaction of NHB or abandons the
project/contract without completing as per the agreed terms, NHB reserves the right to
recover damages at 10 percent of the contract value as and by way of liquidated damages, but
not as penalty. It is clarified that the liquidated damages shall be over and above the penalty,
if any, imposed under Clause 11.15.

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11.21. Use of Contract Documents and Information

The Consultant shall not, without NHB’s prior written consent, make use of any document or
information provided by NHB in Bid document or otherwise except for purposes of
performing the contract.

11.22. Assignment

The Consultant shall not assign/sub-contract, in whole or in part, its obligations to perform
under the contract, except with NHB’s prior written consent.

11.23. Duration of Contract

The contract will be valid till four months from the date of the work order/letter of award and
may be extended upto a period of 2 month based on satisfactory yearly review. All the
deliverables should be delivered as per the prescribed frequency as mentioned in the Scope of
work in para 5.

11.24. Pre-Contract Integrity Pact Clause

A “Pre-Contract Integrity Pact” would be signed between NHB and the Bidder. This is a
binding agreement between NHB and Bidders. Under this Pact, the Bidders agree with NHB
to carry out the assignment in a specified manner. The format of Pre-Contract Integrity Pact
will be as per Annexure - XIV.

In this regard, NHB has appointed NHB Shri Hare Krushna Dash, IAS (Retd.) (E-mail id:
[email protected]) and Shri Lov Verma, IAS (Retd.) (E-mail id: [email protected]) as
Independent External Monitors (IEMs) for the Integrity Pact in consultation with the Central
Vigilance Commission.

The following set of sanctions shall be enforced for any violation by a Bidder of its
commitments or undertakings under the Integrity Pact:

(i) Denial or loss of contracts;

(ii) Liability for damages to the principal and the competing Bidders; and
(iii) Debarment of the violator by NHB for an appropriate period of time.
(iv) EMD / Bid Security Declaration shall be put into effect at the discretion of the Bank and
also the rejection / Blacklisting of the bidder.

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The Bidders are also advised to have a company code of conduct (clearly rejecting the use of
bribes and other unethical behavior compliance program for the implementation of the code
of conduct throughout the company.

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Annexures

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 Request for Proposal (RFP) for Engagement of Consultant for
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Annexure - I

Bidder Information
Please provide following information about the Company (Attach separate sheet if
required): -
S. No. Information Particulars / Response
1. Company Name
2. Date of Incorporation
3. Type of Company
[Govt/PSU/Pub. Ltd / Pvt. Ltd/Limited
Liability Partnership Firm
4. Registration No. and date of registration.
Registration Certificate to be enclosed
5. Address of Registered Office with contact
numbers [phone /fax]
6. PAN No
7. Contact Details of Bidder authorized to make commitments to NHB
8. Name
9. Designation
10. FAX No
11. Mail ID
12. Company Head Office and Addresses
Contact Person(s)
Phone
Fax
E-mail
Website
13. Provide whether bidder has provided Yes / No / Comments (if option is
services with focus on scope as defined in ‘No’)
this RFP

14. Any pending or past litigation (within Yes/No/Comments (if option is ‘Yes’)
three years)? If yes please give details (If option is ‘Yes’ Bidder may Not be
Also mention the details of claims and considered)

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complaints received in the last three years

(About the Company / Services provided
by the company).
15. Please mention turnover and Net Year Turnover Net
Profit/Loss for last three years (audited Profit/Loss(-)
results) and include the copies of Balance
Sheet in support of it.

Audited/CA certificate of Balance sheet and Profit & Loss accounts for last 3 years to be
submitted.

Authorized Signatories

(Name & Designation, seal of the company)

Date:

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Annexure - II
Bidder Experience Details
Bidder’s Experience* in
development and/or
validation of credit rating
model for Scheduled
1. Commercial Banks (SCBs),
NBFCs including Housing
Finance Companies (HFCs)
and All India Financial
Institutions (AIFIs) (in years)
Details of minimum three
service contracts on experience
2.
listed at Sl No. 1 above in last 4
years.
Name of the Active/Expired Contract
customer & Period
3.
Contact (From to
information To Date)
4. Project 1
5. Project 2
6. Project 3
Total number of service
7.
contracts executed
No. of qualified personnel
8.
employed
Number of operating offices in
9.
India
Details of Reference client’s
10.
Sites
Reference site 1
Reference site 2
Operating Office in
11.
Delhi/NCR.

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(a) Total number of qualified

professionals on payroll
(fulltime basis) having any of
the qualifications such as FRM, (Supported by a list of qualified
PRM, CFA, CA, MBA# professionals on the payroll with their
(Finance) qualification and number of years of
experience)

(b) Number of qualified

12.
professionals (FRM, PRM,
CFA, CA, MBA (Finance)#
with minimum three years of
experience in the field of
development and/or
validation of credit rating
models being assigned to NHB (Supported by Curriculum Vitae (CV) as per
(please refer to eligibility Annexure XII)
criteria for bidders at para 9(a))
Qualification and Experience
13. of Consultant/team being
assigned to NHB
* No. of years of experience with reference to RFP issuance date
# only Full Time MBA to be considered

Authorized Signatories

(Name & Designation, seal of the company)

Date:

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Annexure – III

COMPLIANCE STATEMENT DECLARATION

We hereby undertake and agree to abide by all the terms and conditions stipulated by NHB in
this RFP including all addendum, corrigendum etc. Any deviation may result in disqualification
of Bids.

Authorized Signatories

(Name & Designation, seal of the company)

Date:

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Annexure - IV

LIST OF DEVIATIONS

We certify that the services offered by us for tender confirms to the requirement stipulated as per
this RFP with the following deviations

Bidders are requested to provide details of all deviations, comments and observations or
suggestions in the following format with seal and signature. You are also requested to provide a
reference of the page number, state the clarification point and the comment/ suggestion/
deviation that you propose as shown below.

NHB may at its sole discretion accept or reject all or any of the deviations, however it may be
noted that the acceptance or rejection of any deviation by NHB will not entitle the Bidder to
submit a revised Bid.

List of deviations

1) ___________________________________________________________
2) ___________________________________________________________
3) ___________________________________________________________

(If left blank it will be construed that there is no deviation from the specifications given above)
(The decision of NHB is final towards evaluation of the Bid documents)

Authorized Signatories

(Name & Designation, seal of the company)

Date:

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Annexure –V

Minimum Eligibility

SN Criteria Proof to be attached

1 Bidder should be a Limited Company (Public or Private) Certified copies of
registered in India under the Companies Act, 1956/2013 or Certificate of Incorporation/
Partnership firm / LLP registered in India under Registered Partnership
Partnership Act 1932/2008 as on RFP issuance date. Deed, PAN, TAN, GSTIN
Certificate and any other tax
related document if
applicable, along with the
certified copies of
Memorandum of
Association and Articles of
Association, wherever
applicable are required to be
submitted along with the
eligibility bid.
2
The bidder should have minimum 4 years’ experience in the
area of development and/or validation of credit rating A Self-Declaration to be
furnished by the bidder on
models
its letter head. Evidence of
work done in the projects to
be provided through letter
of award of contract.

3 The bidder should be profit making for last three years (as Copy of audited financial
per last three audited results i.e., 2019-20, 2020-21 & 2021- statement of relevant
22) financial years. In case
audited financial statement
for 2021-22 is not available
Bidder may submit
provisional balance sheet /
financial information duly
certified by
Auditor/Chartered
Accountant.

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4. The bidder should not have been censured / blacklisted / Self-declaration to this
banned / barred / disqualified / prohibited by GoI or State effect on the bidders’ letter
Government or PSBs/All India Financial Institutions/RBI head should be submitted.
or any regulator or any court of law including NCLT /
NCLAT or any quasi-judicial authority or any other
statutory authority as on date.
5. Bidder should have has developed and/or validated credit Evidence of work done in
rating models for minimum of 03 clients under the category the projects to be provided
of Scheduled Commercial Banks, NBFCs including Housing by the consultant through
Finance Companies (HFCs) and All India Financial (i) letter of award of
Institutions during last 4 years contract and (ii)
Completion Certificate or a
Self-Declaration to be
furnished by the bidder on
its letter head. In case of
self- declaration, bidder
must provide a copy of the
detailed work order and
contact details of key
official at Client’s end who
may be contacted for
confirmation of credentials
6. The bidder should be able to assigned minimum two Curriculum Vitae (CV) as
qualified professionals (FRM/PRM/CA/CFA/MBA- per Annexure XII
Finance*) in the team for the project out of which at least one
member should have qualification of FRM/PRM/CA/CFA.
Further, each team member should have minimum three
years of experience in the field of development and/or
validation of credit rating models. At least one member
should be deputed in person at NHB Head Office, New
Delhi as and when required.
# only Full Time MBA to be considered

Note: Bidder has to provide copies of supporting documents against each criterion mentioned above, without which bid may be
rejected.

Authorized Signatories
(Name & Designation, seal of the company)
Date:

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Annexure – VI

Technical Bid Covering Letter

Date :

To
The ________________
National Housing Bank,
Risk Management Department,
Head Office
Core 5-A, 4th Floor, , India Habitat Centre, Lodhi Road,
New Delhi – 110003

Dear Sir,

Technical Bid - _____________________ Service

We, the undersigned, offer to provide services for the above-mentioned project, in accordance
with your RFP document [Insert RFP Number] dated [Insert Date]. We are hereby submitting
our Proposal, which includes Minimum Eligibility Criteria, this Technical Proposal and a
Commercial Proposal. The minimum eligibility criteria and Technical Proposal are put in one
envelope and the Commercial Proposal in a separate envelope.

We also enclose masked Commercial Bid.

We understand you are not bound to accept any proposal you receive.

Dated at ______ / ______ day of _______ 2022

Yours faithfully,
For

Signature
Name:

Address:
(Authorised Signatory)

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Annexure –VII

Technical Bid Format

Bidder response to the Technical Bid of this RFP document must be provided as detailed in RFP.
Any extra information may be provided as separate section at the end of Technical Bid document.
Technical Bid should be submitted with covering letter. Technical Bid would comprise of
following:

1. Table of Contents (list of Documents enclosed)

2. Annexure VI - Technical Proposal Covering Letter
3. Annexure I - Bidder’s information
4. Annexure II - Bidder’s Experience details
5. Annexure III – Compliance Statement Declaration
6. Annexure IV – List of Deviations
7. Annexure V - Information on Minimum Eligibility
8. Annexure X – ECS mandate
9. Annexure XI – Letter of Competence Format
10. Annexure XII - Curriculum Vitae (CV) of the Key Personnel.
11. Annexure XVIII - EMD / Bid Security Declaration
12. Annexure XIX - Certificate
13. Copies of Other Certificates, Documentary Proofs etc.

Note:
• Bidder must submit softcopy of complete technical Bid inside the sealed envelope meant
for ‘Technical Proposal”.

• Bids without EMD/ Bid Security Declaration will be rejected summarily.

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Annexure –VIII

Commercial Bid Covering Letter

The ___________________
National Housing Bank,
Risk Management Department
Head Office
Core 5-A, 4th Floor, India Habitat Centre, Lodhi Road,
New Delhi – 110003

Dear Sir,

Commercial Bid –_______________ Service

We, the undersigned, offer to provide services for the above-mentioned project, in accordance
with your Request for Proposal [______________Insert RFP Number] dated [___________], and
our Proposals (Technical and Commercial Proposals). The Total fee (excluding taxes as
applicable and payable under the local laws) and out of pocket expenses that we might incur and
there will be no additional charges.

Our Commercial Proposal shall be binding upon us, subject to the modifications resulting from
contract discussions, up to expiration of the validity period of the Proposal i.e. __________up to
___________[date].

Yours faithfully,
For …………

Signature

Name
Address

(Authorised Signatory)
Date:

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Annexure –IX

Commercial Bid Format

The structure of the Bidder’s commercial response to this RFP must be as per following order.
The Commercial Bid Response must be submitted with Commercial Bid covering letter, as per
the specified format.

Description Amount excluding GST

(₹) in words and figures
Cost of Consultancy for validation of internal credit rating
model of the Bank

Bidders are requested to note the following:

• All the details must be provided as per format. Incomplete formats will result in
rejection of the proposal.
• Masked commercial Bids must be given with technical Bid. All the pages of
commercial Bids must be sealed and signed by authorized signatory.
• All the quoted costs must exclude applicable taxes.
• All the rates must be quoted in INR.
• The prices in any form or by any reasons should not be disclosed in the technical or
other parts of the Bid except in the commercial Bid. Failure to do so will make the Bid
liable to be rejected.
• The commercials quoted in the commercial Bid are valid for six months from the date
of opening of commercial Bids.

Authorized Signatories
(Name & Designation, seal of the company)
Date:

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Annexure – X

[To be submitted along with Technical Bid]

ECS MANDATE
FORM FOR PROVIDING DETAILS OF BANK ACCOUNT FOR CREDIT OF PAYMENT
FROM NATIONAL HOUSING BANK
(Please fill in the information in CAPITAL LETTERS)

1. Name of the Bidder _________________________________________________

2. Address of the Bidder _________________________________________________

City: ____________________ Pin Code: ______________

E-mail id: _________________________________________________
Phone /Mobile No. _________________________________________________
Permanent Account Number (PAN) ___________________________________________
GST Registration No. _______________________________________________
TIN No. _________________________________________________
3. Particulars of Bank Account
A. Name of Account same as in the Bank: ___________________________________________
B. Name of the Bank: ___________________________________________
C. Name of the Branch: _______________________________________________
D. Address of the Branch with Tel No. ______________________________________
_________________________________________________
E. Account No. (appearing in Cheque book): _________________________________________
F. Account Type (SB, Current, etc.): _________________________________________________
G. MICR No. _________________________________________________
H. IFSC Code of the Bank Branch: ________________

I/We hereby authorize National Housing Bank to credit payment(s) to my/our above bank
account by ECS. # (#ECS will accepted on centers where the facility is available).

I/We hereby declare that the particular given above are correct and complete. If the transaction
is delayed or not effected at all by ECS for reasons of incomplete or incorrect information, I/we
would not hold National Housing 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 RTGS/NEFT.

I also agree that without prejudice to the generality of the foregoing, in the event National
Housing Bank is not able to carry out the ECS instructions given by me, National Housing Bank
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may make such arrangements for payment as deemed appropriate by it, for effecting the
transaction.

Place:
Date: Authorized Signatory/ies

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

Bank’s Stamp:
Date:
Signature of the Authorized Official of the bank

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Annexure XI
Letter of Competence Format

[To be submitted along with Technical Bid]

[To be executed on a non- judicial stamp paper]

Letter of Competence for Quoting against NHB’s RFP No. /……………..

This is to certify that we ______________________________________ [Insert name of Bidder],

Address ________________________________ are fully competent to undertake and successfully
deliver the scope of services mentioned in the above RFP. This proposal is being made after fully
understanding the objectives of the project and requirements like experience, skills etc.

We certify that the quality and number of resources to be deployed by us for the purpose will be
adequate to meet the requirement and provide the services professionally and competently.

We also certify that all the information given by in response to this RFP is true and correct.

Authorized Signatories

(Name & Designation, seal of the company)

Date:

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Annexure XII
Curriculum Vitae (CV) of Key Personnel (assigned for the project)

Marks will be awarded where complete details are provided. It is mandatory that Bidder to
provide details of project handled, brief of the assignment, period for each of the resource
proposed relevant to scope of the tender. Each resource deployed shall provide self-
certificate indicating relevant experience of tender scope.
Format
1) Proposed Position:
2) Resource Name:
3) Nationality:
4) Date of Birth
5) Educational Qualifications:
[Indicate college/university and other specialized education of staff member, giving
names of institutions, degrees obtained, and dates of obtainment]:
6) Certifications and Trainings attended:
7) No. of years of experience
8) Total No. of years with the firm
9) No. of years of experience in development and/or validation of credit rating model
(as required for the Profile - mandatory):
Sl. Project Name Year & Period Brief of Project Project
No. spent on project the Project Relevance to Customer
scope of work Name,
of this RFP Contact Details
(section details) & Address

10) Languages [For each language indicate proficiency: good, fair, or poor in speaking,
reading, and writing]:

11) Membership of Professional Associations:

12) Employment Record [Starting with present position and last 2 firms, list in reverse
order, giving for each employment (see format here below): dates of employment,
name of employing organization, positions held.]:

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From (Year): To (Year):

Institutions who have availed services:

13) Positions held:

Detailed Tasks Relevant Work Undertaken that Best Illustrates the
Assigned experience as required for the Role (provide maximum of 6
citations of 10 lines each)
(Among the assignments in which the staff has been involved,
indicate the following information for those assignments that
best illustrate staff capability to handle the tasks listed under
scope of work)

Name of assignment or project:

Year:
Location:
Client:
Main project features:
Positions held:
Value of Project (approximate value or range value):

Activities performed:

14) Certification:
I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly
describes myself, my qualifications, and my experience. I understand that any wilful
misstatement described herein may lead to my disqualification or dismissal, from the
assignment if engaged.

Date:

(Signature of staff member or authorized representative of the staff)

Full name of Authorized Representative:

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Annexure XIII

Resolution Matrix

We declare that we will adhere to following resolution matrix during our service contract period
with NHB:
Situation Expected response of Consultant
Immediate requirement: 1st call response immediate
Requirement within a day • Our Resources at your site as soon as
possible.
• Continuous effort on a 24x7 basis
• Notification of Our Senior Executives
Critical requirement: First call response within 4 hours
Requirement within 5 days • Our Resources at Your site as required.
• Continuous effort on a 24x7 basis
• Notification of Our Senior Managers
Moderate requirement: First call response within a day
Requirement within 5 days • Effort during Business Hours

Authorized Signatories

(Name & Designation, seal of the company)

Date:

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Annexure XIV
Pre Contract Integrity Pact
(To be executed on a non- judicial stamp paper)

This pre-bid/pre-contract Agreement (hereinafter called “this Integrity Pact”) between,

the National Housing Bank, a bank established under the provisions of the National
Housing Bank Act, 1987 having its Head Office at Core 5A, India Habitat Centre, Lodhi
Road, New Delhi-110003 represented through, (Designation) (hereinafter called “NHB”,
which expression shall mean and include, unless the context otherwise requires, its
successors in office and assigns) of the First Part
AND
M/s _______________________ represented by Shri________, Chief Executive Officer
(hereinafter called the “Bidder” which expression shall mean and include, unless the
context otherwise requires, his successors and permitted assigns) of the Second Part.

(The party of the First Part and the party of the Second Part are hereinafter collectively referred
to as the “Parties” and individually as the “Party”)

WHEREAS NHB proposes to appoint Consultant for work related to Valuation and
Analysis of Bank’s Foreign exchange exposure and derivative portfolio as mentioned in
the RFP No.NHB/RMD/RFP/01/2021-22 and the Bidder is willing to offer/has offered
_____________________ (name of the items/services) as desired by NHB in terms of the
RFP;

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 NHB is a statutory body established under the Act of
Parliament;

WHEREAS to avoid all forms of corruption by following a system that is fair,

transparent and free from any influence/prejudiced dealings prior to, during and
subsequent to the currency of the contract to be entered into with a view to:-

(i) enabling NHB to obtain the desired said stores/equipment/services at a competitive

price in conformity with the defined specifications by avoiding the high cost and the
distortionary impact of corruption on public procurement and
(ii) 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

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will also abstain from bribing and other corrupt practices and NHB will commit to
prevent corruption, in any form, by its officials by following transparent procedures.

AND WHEREAS the Parties hereto hereby agree to enter into this Integrity Pact on the
terms and conditions mentioned hereinafter.

NOW IT IS THEREFORE AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS:

1. Commitments of NHB

1.1 NHB undertakes that no official of NHB, 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.
1.2 NHB 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.
1.3 All the officials of NHB 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.
2. In case any such preceding misconduct on the part of such official(s) is reported by
the Bidder to NHB with full and verifiable facts and the same is prima facie found to
be correct by NHB, necessary disciplinary proceedings, or any other action as
deemed fit, including criminal proceedings may be initiated by NHB and such a
person shall be debarred from further dealings related to the contract process. In such
a case while an enquiry is being conducted by NHB the proceeding under the
contract would not be stalled.
3. Commitments of Bidders

3.1 Compliance of the Instructions of GOI/Guidelines of CVC/Others: The Bidder

undertakes that in case of its selection as the successful Bidder, it shall perform its
duties under the Contract in strict compliance of the relevant and extant instructions
of Government of India, GFR issued by Ministry of Finance, Guidelines of CVC and
provisions of the Procurement Manual/relevant instructions of NHB, as applicable
to the subject matter.
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3.2 The Bidder represents that it has the expertise to undertake the assignment/contract
and also has the capability to deliver efficient and effective advice/services to NHB
under the contract in terms of the RFP.
3.3 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-contract stage in order to secure the contract or in furtherance to
secure it and in particular commit itself to the following:-
(a) The Bidder will not offer, directly or through intermediaries, any bribe, gift,
consideration, reward, favour, any material or immaterial benefit or other
advantage, commission, fees, brokerage or inducement to any official of NHB,
connected directly or indirectly with the Bidding process, or to any person,
organization or third party related to the contract in exchange for any
advantage in the Bidding, evaluation, contracting and implementation of the
contract.
(b) The Bidder 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
NHB 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.
(c)* The Bidder shall disclose the name and address of its agents and
representatives including its foreign principals or associates.
(d)* The Bidder shall disclose the payments to be made by it to agents/brokers or
any other intermediary, in connection with this Bid/contract.
(e)* The Bidder has not engaged any individual or firm or company whether Indian
or foreign to intercede, facilitate or in any way to recommend to NHB or any of
its functionaries, whether officially or unofficially to the award of the contract
to the Bidder, nor has any amount been paid, promised or intended to be paid
to any such individual, firm or company in respect or any such intercession,
facilitation or recommendation.
(f) 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 NHB or their family members,
agents, brokers or any other intermediaries in connection with the contract and
the details of services agreed upon for such payments.
(g) 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.

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(h)
The Bidder will not accept any advantage in exchange for any corrupt practice,
unfair means and illegal activities.
(i) The Bidder shall not use improperly, for purposes of competition or personal
gain or pass on to others, any information provided by NHB 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.
(j) The Bidder commits to refrain from giving any complaint directly or through
any other manner without supporting it with full and verifiable facts.
(k) The Bidder shall not instigate or cause to instigate any third person to commit
any of the actions mentioned above.
(l) If the Bidder or any employee of the Bidder or any person acting on behalf of
the Bidder, either directly or indirectly is a relative of any of the officers of NHB
or alternatively, if any relative of an officer of NHB has financial interest/stake
in the Bidders firm, the same shall be disclosed by the Bidder at the time of
filing of tender.
The term ‘relative’ for this purpose would be as defined in Section 6 of the
Companies Act 1956.
(m) 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
NHB.
(n) The Bidders shall disclose any transgressions with any other company that may
impinge on the anti-corruption principle.
(o) The Bidder has not entered into any undisclosed agreement or understanding
with other Bidders with respect of prices, specifications, certifications,
subsidiary contracts, etc.
3.4 The Bidder undertakes and affirms that it shall take all measures necessary to
prevent any possible conflict of interest and in particular commit itself to the
following:
(a) The Bidder shall avoid any conflict of interest while discharging contractual
obligations and bring, beforehand, any possible instance of conflict of interest
to the knowledge of NHB, while rendering any advice or service.
(b) The Bidder shall act/perform, at all times, in the interest of NHB and render
any advice/service with highest standard of professional integrity.
(c) The Bidder undertakes that in case of its selection as the successful Bidder, it
shall provide professional, objective, and impartial advice and at all times and
shall hold NHB’s interests paramount, without any consideration for future
work, and that in providing advice it shall avoid conflicts with other
assignments and its own interests.

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(d) The Bidder declares/affirms that it has not been hired by NHB for any
assignment that would be in conflict with its prior or current obligations to
other employers/buyers, or that may place it in a position of being unable to
carry out the assignment/contract in the best interest of NHB. Without
limitation on the generality of the foregoing, the Bidder further
declares/affirms as set forth below:
(i) Conflict between consulting activities and procurement of goods, works
or non-consulting services (i.e. services other than consulting services) -
The Bidder has not been engaged by NHB to provide goods, works, or non-
consulting services for a project, or any affiliate that directly or indirectly
controls, is controlled by, or is under common control with the Bidder. The
Bidder is fully aware that it shall be disqualified from providing consulting
services resulting from or directly related to those goods, works, or non-
consulting services. Further, the Bidder is also aware of the fact that in case
it has been hired to provide consulting services for the preparation or
implementation of a project, or any affiliate that directly or indirectly
controls, is controlled by, or is under common control with the firm, shall
be disqualified from subsequently providing goods, works, or services
(other than consulting services) resulting from or directly related to the
consulting services for such preparation or implementation.
This provision does not apply to the various firms (consultants, contractors,
or suppliers) which together are performing the Bidder’s obligations under
a turnkey or design and build contract.
(ii) Conflict among consulting assignments – The Bidder understands that
neither Bidder (including their personnel and sub-consultants), nor any
affiliate that directly or indirectly controls, is controlled by, or is under
common control with the firm, shall be hired for the assignment that, by its
nature, may be in conflict with another assignment of the Bidder. As an
example, Bidders assisting NHB in the privatization of public assets shall neither
purchase, nor advise purchasers of, such assets. Similarly, Bidders hired to prepare
Terms of Reference (TOR) for an assignment shall not be hired for the assignment
in question.
(iii) Relationship with NHB’s staff – The Bidder is aware that the contract may
not be awarded to the Bidder in case it is observed that it, including its
experts and other personnel, and sub-consultants, has/have a close
business or family relationship with a professional staff of NHB (or of the
project implementing agency) who are directly or indirectly involved in
any part of: (i) the preparation of the TOR for the assignment, (ii) the
selection process for the contract; or (iii) the supervision of such contract,

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unless the conflict stemming from this relationship has been resolved in a
manner acceptable to NHB throughout the selection process and the
execution of the contract.
(iv) A Bidder shall submit only one proposal either individually or as a joint
venture partner in another proposal: If the Bidder, including a joint
venture partner, submits or participates in more than one proposal, all such
proposals shall be disqualified. This does not, however, preclude a
consulting firm to participate as a sub-consultant, or an individual to
participate as a team member, in more than one proposal when
circumstances justify and if permitted by the RFP.
4. Previous Transgression

4.1 The Bidder declares that no previous transgression occurred in the last three years
immediately before signing of this Integrity Pact, with any other company in any
country in respect of any corrupt practices envisaged hereunder or with any Public
Sector Enterprise in India or any Government Department in India that could justify
Bidder’s exclusion from the tender process.
4.2 The Bidder agrees that if it makes incorrect statement on this subject, Bidder can be
disqualified from the tender process or the contract, if already awarded can be
terminated for such reason.

5. Accountability

5.1 The Bidder undertakes that in case of its selection as the successful Bidder and
assignment of the contract to the Bidder, it shall be accountable for the
advice/supply made/to be made and/or for any service rendered/to be rendered
by it to NHB, keeping in view norms of ethical business, professionalism and the fact
that such advice / services to be rendered by it for a consideration.
5.2 The Bidder shall be accountable in case of improper discharge of contractual
obligations and/or any deviant conduct by the Bidder.

6. Personal Liability
The Bidder understands that in case of its selection as the successful Bidder, the Bidder
is expected to carry out its assignment with due diligence and in accordance with
prevailing standards of the profession. The Bidder shall be liable to NHB for any
violation of this Integrity Pact as per the applicable law, besides being liable to NHB
as may be provided under the service level agreement/contract to be executed.

7. Transparency and Competitiveness

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The Bidder undertakes that in case of its selection as the successful Bidder, it shall keep
in view transparency, competitiveness, economy, efficiency and equal opportunity to
all prospective tenderers/Bidders, while rendering any advice/service to NHB, in
regard with matters related to selection of technology and determination of design
and specifications of the subject matter, Bid eligibility criteria and Bid evaluation
criteria, mode of tendering, tender notification, etc.

8. Co-operation in the Processes:

The Bidder shall cooperate fully with any legitimately provided/constituted
investigative body, conducting inquiry into processing or execution of the consultancy
contract/any other matter related with discharge of contractual obligations by the
Bidder.

9. Sanctions for Violations

9.1 Any breach of the aforesaid provisions by the Bidder or any one employed by it or
acting on its behalf (whether with or without the knowledge of the Bidder) shall
entitle NHB to take all or any one of the following actions, whenever required:

(i) To immediately call off the pre contract negotiations without assigning any
reason or giving any compensation to the Bidder. However the proceedings
with the other Bidder(S) would continue.
(ii) The Earnest Money Deposit (in per-contract stage) and / or Security Deposit
/Performance Bond/PBG (after the contract is signed) shall stand forfeited
either fully or partially, as decided by NHB and NHB shall not be required to
assign any reason there for.
(iii) To immediately cancel the contract, if already signed, without giving any
compensation to the Bidder.
(iv) To recover all sums already paid by NHB, and in case of an 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 the LIBOR. If any outstanding
payment is due to the Bidder from NHB in connection with any other contract,
such outstanding payment could also be utilized and appropriated by NHB
to recover the aforesaid sum and interest.
(v) 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 NHB, along with interest.
(vi) To cancel all or any other contracts with the Bidder. The Bidder shall be liable
to pay compensation for any loss or damage to NHB resulting from such
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cancellation /rescission and NHB shall be entitled to deduct the amount so

payable from the money(s) due to the Bidder.
(vii) To debar the Bidder from participating in future Bidding process of NHB for
a minimum period of five year which may be further extended at the
discretion of NHB.
(viii) To recover all sums paid in violation of this Integrity Pact by Bidder(S) to any
middleman or agent or broker with a view to securing the contract.
(ix) In cases where irrevocable Letters of Credit have been received in respect of
any contract signed by NHB with the Bidder, the same shall not be opened.
(x) Forfeiture of Performance Bond/PBG in case of a decision by NHB to forfeit
the same without assigning any reason for imposing sanction for violation of
this Integrity Pact.
9.2 NHB will be entitled to take all or any the actions mentioned at para 10.1(i) to (x) of
this Integrity Pact also on the Commission by the Bidder or any one employed by
it or acting on its behalf (whether with or without the knowledge of the Bidder), of
an offence as defined in Chapter IX of the Indian Penal Code, 1860 or Prevention or
Corruption Act, 1988 or any other statute enacted for prevention of corruption.
9.3 The decision of NHB to the effect that a breach of the provisions of this Integrity
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 Integrity Pact.

10. Fall Clause:

The Bidder undertakes that it has not supplied/is not supplying similar
product/systems or subsystems at a price lower than that offered in the present Bid
in respect of any other Ministry/Department of the Government of India or
PSU/Public Sector Bank and if it is found at any stage that similar product/systems
was supplied 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 NHB, if the contract has already been
concluded.

11. Disqualification & Forfeiture of EMD/Bid Security Declaration/PBG etc

The Bidder(s) agree(s) that:

(a) Prior to award of contract or during execution of the contract, if the Bidder (s)
has/have committed any transgression/breach of this Integrity Pact, NHB is

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entitled to disqualify the Bidder(s) from the tendering process/terminate the

contract.

(b) If NHB disqualifies the Bidders(s) from the tendering process prior to award of
contract under clause (a) above, NHB is entitled to put into effect the EMD /
Bid Security Declaration and in such event, the bidder shall be rejected /
blacklisted.

(c) After selection of the successful Bidder and/or during execution of the contract,
any breach/violation by the successful Bidder of this Integrity Pact under
clause (a) above shall entail forfeiture of performance bond/Performance Bank
Guarantee (PBG).

(d) It is agreed that the decision of NHB regarding forfeiture of performance

bonds/ PBG shall be final and binding.

12. Independent External Monitors:

12.1 NHB has appointed Shri Lov Verma and Shri Hare Krushna Das as independent
external monitors (hereinafter referred to as “the Monitors”) for this Integrity Pact
in consultation with the Central Vigilance Commission.

12.2 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 Integrity Pact.
12.3 The Monitors shall not be subject to instructions by the representatives of the Parties
and perform their functions neutrally and independently.
12.4 Both the Parties accept that the Monitors have the right to access all the documents
relating to the project procurement including minutes of meeting.
12.5 As soon as the Monitor notices, or has reason to believe a violation of this Integrity
Pact, he will so inform the Authority designated by NHB.
12.6 The Bidder accepts that the Monitor has the right to access without restriction to all
project documentation of NHB including that provided by the Bidder. The Bidder
will also grant the Monitor upon his request and demonstration of a valid interest,
unrestricted and unconditional access to his project documentation. The same is
applicable to sub-contractors. The Monitor shall be under contractual obligation to
treat the information and documents (s) of the Bidder/sub-contractor with
confidentiality.
12.7 NHB will provide to the Monitor sufficient information about all meetings among
the Parties related to the project provided such meeting could have an impact on
the contractual relations between the Parties. The Parties will offer to the Monitor

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the option to participate in such meeting.

12.8 The Monitor will submit a written report to the designated Authority of NHB
within 8 to 10 weeks from the date of reference or intimation to him by NHB/Bidder
and, should the occasion arise, submit proposals for correcting problematic
situations.

13. Facilitation of Investigation:

In case of any allegation of violation of any provision to this Integrity Pact or
payment of commission, NHB or its agencies shall be entitled to examine all the
documents including the Books of Accounting 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.

14. Law and Place of Jurisdiction:

This Integrity Pact is subject to Indian Law. Any dispute arising out of this shall be
subject the jurisdictions of the Courts at New Delhi.

15. Other Legal Action:

The action stipulated in this Integrity Pact are without prejudice to any other legal
action that may follow in accordance with the provision of the extant law in force
relating to any civil or criminal proceedings. However, the parties shall not approach
the Courts of Law while representing the matters to the Monitor/s and shall await
the decision of the Monitor/s in the matter.

16. Validity:
16.1 The validity of this Integrity Pact shall be from date of its signing and extend up to
5 years or the complete execution of the contract to the satisfaction of both NHB
and the Bidder, including warranty period, whichever is later. In case Bidder is
unsuccessful, this Integrity Pact shall expire after six month from the date of the
signing of this Integrity Pact.
16.2 Should one or several provisions of this Integrity Pact turn out or be invalid, the
remainder of this Integrity Pact shall remain valid. In this case the Parties will strive
to come to an agreement to their original intentions.

The Parties hereto sign this Integrity Pact at __________ on the day, month and year
mentioned herein above.

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For National Housing Bank For Bidder

(Authorised Signatory) (Authorised Signatory)

Place: Place:
Date: Date:

Witness Witness
1.________________________ 1.________________________
_________________________ _________________________
(Name & Address) (Name & Address)
2._______________________ 2._______________________
_________________________ _________________________
(Name & Address) (Name & Address)

(* provisions of these clauses would need to be amended /deleted in line with the policy
of NHB in regard to involvement of Indian agents of foreign suppliers.)

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Annexure XV
(To be executed on a non- judicial stamp paper)
Service Level Agreement

THIS SERVICE LEVEL AGREEMENT (hereinafter referred to “the Agreement”) is made

on this ______ day of the month of ________, 202 , by and between,

National Housing Bank, a bank constituted under the National Housing Bank Act, 1987,
having its Head Office at Core 5A, 3rd -5th floors, India Habitat Centre, Lodhi Road, New
Delhi-110003 (hereinafter called “NHB”,) which expression shall include wherever the
context so permits, its successors and assigns ; AND

______________________________________, a company registered under the Companies

Act, 1956, having its registered office at _____________________________ (hereinafter
called the “Consultant”), which expression shall include wherever the context so permits,
its successors and permitted assigns.

(Hereinafter NHB and the Consultant are collectively referred to as “the Parties” and
individually as “the Party”)

WHEREAS

(A) NHB intends to hire the Consultant for _____________________________________, as

detailed in the Request for Proposal no.
________________________________________ on _______________ (date) (including
Corrigendum/Clarification, if any, issued) (hereinafter collectively referred to the
“RFP (attached hereto as Appendix- I).

(B) The Consultant has been selected through open tendering process by way of floating
the RFP by NHB followed by evaluation of Technical & Commercial Bids of the
Bidders and accordingly the letter of award no. _________________________ dated
_________ (“LoA”) (attached hereto as Appendix- II) has been issued by NHB to the
Consultant;

(C) The Consultant has accepted and agreed to provide the Services in accordance with
terms and conditions of RFP and the LoA.

(D) In terms of the RFP, NHB and the Consultant have agreed to enter into this definitive
Service Level Agreement in the manner hereinafter appearing:

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NOW THEREFORE the Parties hereby agree as follows:

1. GENERAL PROVISIONS

1.1 Definitions

Unless the context otherwise requires, the following terms whenever used in this
Agreement have the following meanings:

(a) “Applicable Law” means the laws and any other instruments having the force of
law in India, as they may be issued and in force from time to time;

(b) ”Contract” means and shall construe this Agreement;

(c) “Deliverables” means and includes the major deliverables as specified in Clause
_________ of the RFP.

(d) “Effective Date” means the date on which this Agreement comes into force and
effect pursuant to Clause 2.1 hereof;

(e) “Personnel” means persons hired/to be hired by the Consultant as employees and
assigned to the performance of the Services or any part thereof.

(f) “Project” means collectively the Services and the Deliverables to be provided as
detailed in the RFP.

(g) “Services” or “Scope of Work” means and includes the scope of work to be
performed by the Consultant as described/set out in Clause ______ of the RFP.

(h) “Third Party” means any person or entity other than NHB and the Consultant.

1.2 Principles of Interpretation

In this Agreement, unless the context otherwise requires:

a) All capitalized terms unless specifically defined in this Agreement shall have the meaning
given to them in the RFP;

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b) Words and abbreviations, which have well known technical or trade/commercial

meanings are used in this Agreement in accordance with such meanings;

c) The RFP, the LoA and the NDA along with the Appendices/ Attachments hereto, shall
form part and parcel of this Agreement and shall be read together for all purpose and
effect.

d) In case of any inconsistency or repugnancy between the provisions contained RFP, LoA
and this Agreement, unless the context otherwise requires, the opinion of NHB shall
prevail to the extent of such inconsistency or repugnancy and the same shall be binding
on the Consultant.

1.3 Purpose

1.3.1 It is hereby agreed that the Consultant shall provide the Services to NHB as set out in the
RFP till the completion of the Project. The objective of the Project is to make
_________________________________________________.

1.3.2 Performance of the Scope of Work

The Consultant shall perform all the services as set out in the Scope of Work and complete
the Deliverables within the prescribed time lines in terms of the RFP and the entire
assignment shall be completed within the Term of this Contract.

1.3.3 Term/Period of Contract

The entire assignment as detailed in the Scope of Work under this Contract shall be
completed within a period of __________________ (“Term”) starting from ______________
by the Consultant unless the period is extended in accordance with this Agreement.

1.3.4 Contract Price

The entire assignment to be performed under this Contract is fixed price contract and the
Consultant shall be paid the total price consideration of Rs. ______________ (Rupees
___________________________________) (“Contract Price”) for the satisfactory
performance/execution of the entire assignment under the Project. The Contract Price
shall be paid by NHB as per the payment terms agreed at Clause 4.2 of this Agreement.

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1.4 Relation between the Parties

Nothing contained herein shall be construed as establishing a relationship of master and

servant or of principal and agent as between NHB and the Consultant. The Consultant,
subject to this Agreement, has complete charge of personnel to be engaged by the
Consultant for performing the Services and shall be fully responsible for the works to be
performed by them or on their behalf hereunder and also for the quality of the work done by
their personnel.

1.5 Language

This Contract has been executed in the English language, which shall be the binding and
controlling language for all matters relating to the meaning or interpretation of this
Contract.

1.6 Headings

The headings shall not limit, alter or affect the meaning of this Contract.

1.7 Notices

1.7.1 Any notice, request or consent required or permitted to be given or made pursuant to this
Contract shall be in writing. Any such notice, request or consent shall be deemed to have
been given or made when delivered in person to an authorized representative of the Party
to whom the communication is addressed, or when sent by registered mail, telex, telegram
or facsimile to such Party at the following address:

For NHB:
Attention:_____________________
Fax:_____________________

For the Consultant:

Attention:_________________
Fax:__________________

1.7.2 Notice will be deemed to be effective as follows

(a) In the case of personal delivery or registered mail, on delivery;

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(b) In case of telegrams, ninety six (96) hours following confirmed transmission; and

(c) In the case of facsimiles, seventy two (72) hours following confirmed transmission.

1.7.3 A Party may change its address for notice hereunder by giving the other Party notice of
such change pursuant to this Clause.

1.8 Location

The Services shall be performed at Delhi or at such location required/ approved by NHB.

1.9 Authority of Consultant

The Consultant hereby authorize _________________ to act on their behalf in exercising

the entire Consultant’s rights and obligations towards NHB under this Contract,
including without limitation for signing letters/communications, execution of
agreements, for receiving instructions and payments from NHB.

1.10 Taxes and Duties

The Consultant and their personnel shall pay the taxes (excluding GST), duties, fees, levies
and other impositions levied under the existing, amended or enacted laws during the
tenure of this Agreement and NHB shall perform such duties in regard to the deduction
of such taxes as may be lawfully imposed from the payments to be made to the
Consultant.

2.0 COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF

CONTRACT

2.1 Effectiveness of Contract

This Agreement deemed to have taken effect from the date of acceptance of the Letter of
Award (LoA) by the Consultant i.e. w.e.f. ………….

2.2 Commencement of Services

The Consultant shall begin carrying out the Services immediately viz. from the date of
acceptance of LoA, or on such date as the Parties may agree in writing.

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2.3 Expiration of Contract

Unless terminated earlier pursuant to Clause-2.8 hereof, this Contract shall expire on the
expiry of the Term as stated on Clause 1.3.3 herein unless the Term is extended in
accordance with the Clause 2.6.4.

2.4 Entire Agreement

This Contract contains all covenants, stipulations and provisions agreed by the Parties.
No representative of either Party has authority to make, and the Parties shall not be bound
by or be liable for, any statement, representation, promise or agreement not set forth
herein.

2.5 Modification

Modification of the terms and conditions of this Contract, including any modification of
the scope of the Services/Scope of Work, may only be made by written agreement
between the Parties and shall not be effective until the consent of the Parties has been
obtained, pursuant to Clause-5.2 hereof, however, each Party shall give due consideration
to any proposals for modification made by the other Party.

2.6 Force Majeure

2.6.1 Definition

In the event of either Party being rendered unable by Force Majeure to perform any
obligation required to be performed by them under the Contract, the relative obligation of
the Party affected by such Force Majeure shall be suspended for the period during which
such cause lasts.

The term “Force Majeure” as employed herein shall mean acts of God, War, Civil Riots,
Fire, Flood and Acts and Regulations of respective government of the two Parties directly
affecting the performance of the Contract.

Upon the occurrence of such cause and upon its termination, the Party alleging that it has
been rendered unable as aforesaid thereby, shall notify the other Party in writing, the
beginning of the cause amounting to Force Majeure as also the ending of the said clause
by giving notice to the other Party within 72 hours of the ending of the cause respectively.
If the deliveries are suspended by Force Majeure conditions lasting for more than 2 (two)

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months, NHB shall have the option of canceling this Contract in whole or part at its
discretion without any liability on its part.

Time for performance of the relative obligation suspended by Force Majeure shall then
stand extended by the period for which such cause lasts.

2.6.2 No Breach of Contract

The failure of a Party to fulfill any of its obligations hereunder shall not be considered to
be a breach of or default under this Contract in so far as such inability arises from an event
of Force Majeure, provided that the Party affected by such an event has taken all
reasonable precautions, due care and reasonable alternative measures, all with the
objective of carrying out the terms and conditions of this Contract.

2.6.3 Measures to be taken

(a) A Party affected by an event of Force Majeure shall take all reasonable measures to
remove such Party’s inability to fulfill its obligations hereunder with a minimum
of delay.

(b) A Party affected by an event of Force Majeure shall notify the other Party such
event as soon as possible, and in any event not later than fourteen (14) days
following the occurrence of such event, providing evidence of the nature and cause
of such event, and shall similarly give notice of the restoration of normal conditions
as soon as possible.

(c) The Parties shall take all reasonable measures to minimize the consequences of any
event of Force Majeure.

2.6.4 Extension of Time

Any period within which a Party shall, pursuant to this Contract, complete any action or
task, shall be extended for a period equal to the time during which such Party was unable
to perform such action as a result of Force Majeure.

2.6.5 Consultation

Not later than thirty (30) days after the Party, as the result of an event of Force Majeure,
has become unable to perform a material portion of the Services, the Parties shall consult
with each other with a view to agreeing on appropriate measures to be taken in the

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circumstances.

2.7 Suspension

NHB may, by written notice of suspension to the Consultant, suspend all payments to the
Consultant hereunder if NHB is not satisfied with the performance of the Consultant or if
the Consultant fails to perform any of their obligations under this Contract, including the
carrying out of services, provided that such notice of suspension (i) shall specify the
nature of the failure, and (ii) shall request the Consultant to provide remedy for such
failure within a period not exceeding thirty (30) days after receipt by the Consultant of
such notice of suspension and shall invoke contract performance guarantee.

2.8 Termination

2.8.1 By NHB

NHB may by not less than fifteen (15) calendar days written notice of termination to the
Consultant, (except in the event listed in paragraph (g) below, for which there shall be a
written notice of not less than sixty (60) days) such notice to be given after the occurrence
of any of the events specified in paragraphs (a) to (f) of this Clause-2.8.l, terminate this
Contract:

(a) If the Consultant fails to remedy a failure in the performance of their obligations
hereunder, as specified in a notice of suspension pursuant to Clause-2.7 here-in-
above, within thirty (30) days of receipt of such notice of suspension or within such
further period as NHB may have subsequently approved in writing;

(b) If the Consultant becomes insolvent or bankrupt or enters into an agreement with
its creditors for relief of debt or take advance of any law for the benefit of debtors
or goes into liquidation receivership whether compulsory or voluntary;

(c) If the Consultant fails to comply with any final decision reached/award passed as
a result of arbitration proceedings pursuant to Clause-8 hereof;

(d) If the Consultant submits to NHB a statement which has a material effect on the
rights, obligations or interests of NHB and which the Consultant knows to be false;

(e) If, as a result of Force Majeure, the Consultant is unable to perform a material
portion of the Services for a period of not less than sixty (60) days; or

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(f) In the event it comes to the notice of NHB that any of the representations and/or
warranties made by the Consultant either in the Bid Documents or in the
subsequent correspondences are found to be false and/or the Consultant/its
personnel are found to be involved in any fraudulent or criminal act;

(g) If NHB, in its sole discretion and for any reason whatsoever, decides to terminate
this Contract..

2.8.2 Cessation of Rights and Obligations

Upon termination of this Contract pursuant to Clause- 2.8.1 hereof or upon expiration of
this Contract pursuant to Clause-2.3 hereof, all rights and obligations of the Parties
hereunder shall cease, except:

(a) Such rights and obligations as may have accrued on the date of termination or
expiration,

(b) The obligation of confidentiality set forth in Clause-3.7 hereof,

(c) Any right which a Party may have under the Applicable Law.

2.8.3 Cessation of Services

Upon termination of this Contract by notice pursuant to clauses-2.8.1 hereof, the

Consultant shall, immediately upon dispatch or receipt of such notice, take all necessary
steps to bring the Services to a close in a prompt and orderly manner and shall make every
reasonable effort to keep expenditures for this purpose to a minimum.

2.8.4 Payment in case of termination of contract

Subject to the terms of the RFP, in case the contract is terminated, payment towards
services will be made on pro rata basis, for the services already delivered, after deducting
applicable penalty and TDS/other applicable taxes.

3.0 OBLIGATIONS OF THE CONSULTANT

3.1 Standard of Performance

The Consultant shall perform the Services and carry out their obligations hereunder with
all due diligence, efficiency and economy, in accordance with generally accepted

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techniques and practices used with professional engineering and consulting standards
recognized by professional bodies, and shall observe sound management, technical and
engineering practices, and employ appropriate advanced technology, safe and effective
equipment, machinery, materials and methods. The Consultant shall always act, in
respect of any matter relating to this Contract or to the Services, as faithful advisers to
NHB, and shall at all times support and safeguard NHB’s legitimate interests in any
dealings with third parties.

3.2 Law Governing contract

The Consultant shall perform the assignment in accordance with the applicable Law and
shall take all practicable steps to ensure that the Personnel of the Consultant comply with
the Applicable Law.

3.3 Conflict of Interest

The Consultant shall hold NHB’s interest paramount, without any consideration for
future work, and strictly avoid conflict with other assignments or their corporate interests.

3.4 Consultant Not to Benefit from Commissions/Discounts etc.

The payment of the Consultant by NHB shall constitute the Consultant’s only payment in
connection with this Contract or the Services, and the Consultant shall not accept for their
own benefit any trade commission, discount, or similar payment in connection with
activities pursuant to this Contract or to the Services or in the discharge of their
obligations under the Contract, and the Consultant shall use their best efforts to ensure
that its Personnel similarly shall not receive any such additional payment.

3.5 Consultant and Affiliates not to be otherwise interested in /benefited from the Project

The Consultant agrees that, during the term of this Contract and after its termination, the
Consultant shall not create any work/ opportunity for itself and for any of its affiliates
from this Project/ assignment and/or derive any financial benefits directly or otherwise,
other than what is agreed to be paid as professional fee as mentioned at Clause 4.2 for this
assignment.

3.6 Prohibition of Conflicting Activities

The Consultant and its affiliates shall not engage, either directly or indirectly, in any
business or professional activities which would conflict with the activities assigned to

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them under this Contract. The Consultant and its affiliates hired to provide services for
the proposed assignment will be disqualified from services related to the initial
assignment for the same Project subsequently.

3.7 Confidentiality

The Consultant and its Personnel shall not, either during the term or after the expiration
of this Contract, disclose any proprietary or confidential information relating to the
Project, the Services, this Agreement or NHB’s business or operations without the prior
written consent of NHB.

A separate non-disclosure cum confidentiality agreement (“NDA”) will be signed

between the Consultant and NHB, if required.

3.8 Insurance to be taken out by the Consultant

The Consultant shall take out and maintain at their own cost, appropriate insurance
against all the risks, and for all the coverage, like workers compensation, employment
liability insurance for all the staff on the assignment, comprehensive general liability
insurance, including contractual liability coverage adequate to cover the indemnity of
obligation against all damages, costs, and charges and expenses for injury to any person or
damage to any property arising out of, or in connection with, the services which result from
the fault of the Consultant or their staff on the assignment

3.9 Liability of the Consultant

The Consultant shall be liable to NHB for the performance of the Services in accordance
with the provisions of this Contract and for any loss suffered by NHB as a result of a
default of the Consultant in such performance, subject to the following limitations:

(a) The Consultant shall not be liable for any damage or injury caused by or arising out
of any act, neglect, default or omission of any persons other than the Consultant
and its Personnel; and
(b) The Consultant shall not be liable for any loss or damage caused by or arising out
of circumstances over which the Consultant had no control.

3.10 Indemnification of NHB by the Consultant

The Consultant shall indemnify NHB and shall always keep NHB, its employees,
personnel, officers and directors, both during and after the term of this Agreement, fully

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and effectively indemnified against all losses, damage, injuries, deaths, expenses, actions,
proceedings, demands, costs and claims, including legal fees and expenses, suffered by
NHB or any Third Party, where such loss, damage, injury is the result of (i) any wrongful
action, negligence or breach of contract by the Consultant or its personnel; and/or (ii) any
negligence or gross misconduct attributable to the Consultant or its personnel; and/or (iii)
any claim made by employees who are deployed by the Consultant against NHB; and/or
(iv) any claim arising out of employment, non-payment of remuneration and non-
provision of benefits in accordance with the statues/various labour laws by the
Consultant to its employees; and/or (v) any or all Deliverables or Services infringing any
patent, trademarks, copyrights or such other Intellectual Property Rights; and/or (vi) any
breach of the confidentiality obligations mentioned under clause 3.7 and /or NDA.

3.11 Limitation of Liability

(i) The Consultant’s aggregate liability, in connection with the obligations undertaken as
a part of this Project, whether arising under this Project regardless of the form or
nature of the action giving rise to such liability (whether in contract, tort or otherwise),
other than the circumstances mentioned in the sub-clause (ii) below, shall be limited
to ____________ times of the total contract value.

(ii) The Consultant’s liability in case of claims against NHB resulting from infringement of
patents, trademarks, copyrights or such other Intellectual Property Rights or breach
of confidentiality obligations committed by the Consultant shall be actual and
unlimited.

(iii) Under no circumstances, NHB shall be liable to the Consultant for direct, indirect,
incidental, consequential, special or exemplary damages arising from termination of
this Agreement, even if he has been advised of the possibility of such damages.

3.12 Consultant’s Actions Requiring Owner’s Prior Approval

The Consultant shall not enter into a sub contract for the performance of any part of the
Services, without the prior approval of NHB in writing. However, the Consultant can hire
the services of Personnel to carry out any part of the services. The Consultant shall remain
fully liable for the performance of the services by its personnel pursuant to this Contract.

3.13 Reporting Obligations

The Consultant shall submit to NHB the reports and documents within the timelines set
forth in the Offer Letter, including any supporting data required by NHB.

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3.14 Documents prepared by the Consultant to be the Property of NHB:

All software, algorithms, reports and other documents prepared/developed by the

Consultant in performing the Services shall become and remain the property of NHB, and
the Consultant shall, not later than upon termination or expiration of this Contract, deliver
all such documents to NHB, together with a detailed inventory thereof. The Consultant
may retain a copy of such documents and shall not use them for purposes unrelated to
this Contract without the prior written approval of NHB.

3.15 Consultant’s Personnel

The Consultant shall ensure that personnel/employees engaged by him in the

project/contract, have appropriate qualifications and competence as stipulated under the
RFP and are in all respects acceptable to NHB. The Consultant will do its utmost to ensure
that the personnel identified by the Consultant to work under this Agreement completes
the Term. If any such personnel resigns from his job and leaves the Consultant, the
Consultant will provide NHB with another personnel of equivalent knowledge, skill and
experience acceptable to NHB as his substitute.

The Consultant shall strictly comply with all applicable labour laws and such other laws
in relation to the services to be provided and the personnel engaged by the Consultant
and he shall be solely responsible for all acts of the said personnel so enrolled and
there shall and will not be any privity of contract for any purpose and to any intent
between NHB and said personnel so engaged by the Consultant.

The Consultant shall be responsible for making appropriate deductions in respect of

income tax and any other statutory deductions under applicable laws in respect of its
personnel/employees engaged by the Consultant under this Agreement. The Consultant
agrees to indemnify NHB in respect of any claims that may be made by statutory
authorities against NHB in respect of contributions relating to the personnel/employees
engaged by the Consultant for performing the work under this Agreement. NHB is
authorized to make such tax deduction at source as may be necessary as per law/rules in
force in respect of payments made to the Consultant.

3.16 Non-Compete

The Consultant will neither approach nor make any proposal for work for any employee
of NHB directly or indirectly during the validity of this Agreement and for one year from
the date of termination of this Agreement.

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3.17 Change in Ownership or Constitution:

The Consultant will inform NHB immediately about any change in its ownership or its
constitution. The Consultant will ensure that the NHB’s interest will be protected with
utmost care. If NHB is not satisfied with the change of ownership or constitution of the
Consultant and/or with the new owner, NHB shall have the right of termination and in
that event, the payment, if any, upon termination may be made as provided in clause 2.8.4.

4.0 OBLIGATIONS OF NHB

4.1 Support:

NHB will provide the support as required necessary by it including giving access to the
relevant and limited data maintained in its system to the Consultant for carrying out the
assignment under the Contract.

4.2 Consideration & Payment Terms

In consideration of the Services performed by the Consultant under this Agreement, NHB
shall make to the Consultant such payments and in such manner as specified in the RFP
and/or the LoA.

The Consultant shall submit the bills to NHB of firms printed bill forms indicating the
work done by him during the period for which payment is sought. NHB shall make
payments to the Consultant as per the payment schedule given in the RFP. But if the
progress is not satisfactory and according to agreed work program/schedule the payment
may be withheld.

4.3 Non-Solicitation:

NHB agrees not to make an offer for employment to any personnel provided/deployed
by the Consultant under this Agreement, and, not to accept any application for
employment from him/her, while he is under the term of this Agreement, and, for up to
twelve (12) months from the date of last assignment of the work under this Agreement
with NHB.

5.0 FAIRNESS AND GOOD FAITH

5.1 Good Faith

The Parties undertake to act in all fairness and good faith in respect to each other’s rights
under this Contract and to adopt all reasonable measures to ensure the realization of the
objectives of this Contract
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6.0 UNDERTAKINGS:

The Consultant hereby further undertakes:

(i) That the Consultant has gone through all the required/relevant and extant
instructions/ circulars of Government of India, Reserve Bank of India and /or any
other concerned authority, GFR issued by Ministry of Finance, guidelines of CVC and
provisions of the manual/relevant instructions of NHB, as applicable to the
scope/area of its work/operation under this Agreement and the advice/services to be
rendered by it as the Consultant and it complies/will comply with all such
requirements.

(ii) That the Consultant has the necessary expertise to work and execute the Project as
per the scope of work set out in detail in the RFP and it has the capability to deliver
efficient and effective advice/services to NHB. It shall carry out the assignment under
this Agreement with due diligence and with the highest standard of professionalism
and business ethics.

(iii) That being the Consultant of NHB for a consideration, it shall be accountable for (a)
any improper discharge of the assignment under this Agreement and/or (b) any
deviant conduct keeping in view the norms of ethical business and professionalism.

(iv) That NHB shall have every right at its discretion to enforce such accountability in case
of any improper discharge of contractual obligations and/or any advice/service
rendered in the views of NHB is found to be grossly faulty/negligent/deficient
and/or any deviant conduct by the Consultant and as a consequence of it, NHB can,
irrespective of anything stated herein, terminate this Agreement by giving 15 days
prior notice, including to withhold/retain the dues payable to the Consultant by NHB
under this Agreement and appropriate/adjust the same for the losses, if any, suffered
by NHB without requiring NHB to prove the actual loss.

(v) That the Consultant shall not do anything that will be of any conflict of interest to the
Consultant while discharging the obligations under this Agreement and it shall bring
to the notice/knowledge of NHB beforehand any possible instance of conflict of
interest while rendering any advice or service. Further, the Consultant shall not
receive any remuneration in connection with the assignment except as provided in
this Agreement. The Consultant and/or any of its affiliates shall not engage in
consulting or other activities that will be in conflict with the obligations under this
Agreement.
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(vi) That the Consultant has not been hired for any assignment that would be in conflict
with its prior or current obligations to NHB or that may place the Consultant in a
position of being unable to carry out the assignment in the best interest of NHB.

(vii) That the Consultant shall act at all times in the interest of NHB and render
advice/service with highest professional integrity and shall cooperate fully with any
legitimately provided/constituted investigative body, conducting inquiry into
processing or execution of the consultancy contract/any other matter related with
discharge of the contractual obligations by the Consultant.

7.0 SEVERABILITY:

Each clause of this Agreement is enforceable independently. Should any clause of this
Agreement become not enforceable due to any reason, it will not affect the enforceability
of the other clauses.

8.0 SETTLEMENT OF DISPUTES

In the event of any dispute or difference arising out of, in relation to, or in connection
with this Agreement, or the breach thereof, shall be settled amicably through mutual
discussions. If, however, the parties are not able to settle them amicably without undue
delay, the same shall be settled by the process of arbitration in accordance with the
provisions of the Arbitration & Conciliation Act, 1996 (as amended from time to time).
The venue of such arbitration shall be at New Delhi and the proceedings shall be
conducted in English. The arbitration tribunal shall consist of Sole i.e. 1(one) Arbitrator
to be appointed jointly by the Parties within thirty ( 30) days from the date of first
recommendation for appointment of arbitrator in written form one Party to the other. If
the Parties fail to agree on appointment of such Sole Arbitrator, arbitral tribunal
consisting of Sole Arbitrator shall be appointed in accordance with the provisions of the
Arbitration and Conciliation Act, 1996. The award of arbitrator made in pursuance thereof
shall be final and binding on the Parties. All costs and expenses of such arbitration shall
be borne equally by the Parties at the first instance which however subject to the
provisions of the said Act.

Notwithstanding, it is agreed that the Consultant shall continue the remaining work for
the assignment under this Agreement during the pendency of arbitration proceedings
unless otherwise directed in writing by NHB or unless the matter is such that the work
cannot possibly be continued until the decision of the arbitrator, as the case may be, is
obtained.

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9.0 JURISDICTION AND APPLICABLE LAW

This agreement including all matters connected with this Agreement, shall be governed
by the laws of India (both substantive and procedural) for the time being in force and shall
be subjected to exclusive jurisdiction of the Courts at New Delhi.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement signed in their
respective names on the day and year first above written at New Delhi.

FOR AND ON BEHALF OF NATIONAL HOUSING BANK

By _______________________________________________________________
Authorized Representative
FOR AND ON BEHALF OF [CONSULTANT]

By _______________________________________________________________

Authorized Representative

WITNESSES:

1.
( Name and address)

2.
( Name and address)

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Annexure XVI

CONFIDENTIALITY –CUM- NON DISCLOSURE AGREEMENT

(To be executed on a non- judicial stamp paper)

This Confidentiality –cum-Non Disclosure Agreement is entered into at New Delhi on this
……..day ……………..of ________, 202__, by and between; _____________________, a
……………………. incorporated ____________________________________, having its
Registered Office at ………………………… (hereinafter referred to as “the Consultant”),
which expression shall include wherever the context so permits, its successors and
permitted assigns;
and

The National Housing Bank, a bank constituted under the National Housing Bank
Act,1987 (Central act No. 53 of 1987) having its Head Office at Core-5A,5th Floor, India
Habitat Centre, Lodhi Road, New Delhi-110003; (herein after referred to as “NHB”), which
expression shall include wherever the context so permits, its successors and permitted
assigns:

WHEREAS the Consultant & NHB would be having discussions and negotiations
concerning _________________ (“Purpose”) between them as per the Service Level
Agreement dated …………… (hereinafter referred to as “SLA”). In the course of such
discussions & negotiations, it is anticipated that either party may disclose or deliver to the
other party certain of its trade secrets or confidential or proprietary information for the
purpose of enabling the other party to evaluate the feasibility of such a business
relationship. The parties have entered into this Agreement, in order to assure the
confidentiality of such trade secrets and confidential & proprietary information in
accordance with the terms of this Agreement. As used in this Agreement, the party
disclosing Proprietary Information ( as defined below) is referred to as “the Disclosing
Party” & will include its affiliates and subsidiaries, the party receiving such Proprietary
Information is referred to as “the Recipient/Receiving Party”, and will include its affiliates
& subsidiaries and its personnel.

Now this Agreement witnesseth:-

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

shall mean as all trade secrets or confidential or Proprietary information designated as
such in writing by the Disclosing Party, whether by letter or by the use of an
appropriate prominently placed Proprietary stamp or legend, prior to or at the time
such trade secret or confidential or Proprietary information is disclosed by the

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Disclosing Party to the Recipient/Receiving Party. Notwithstanding the foregoing,

information which is orally or visually disclosed to the Recipient/Receiving Party by
the Disclosing party or is disclosed in writing unaccompanied by a covering letter,
proprietary stamp or legend, shall constitute proprietary information if the disclosing
party , within 10(ten) days after such disclosure, delivers to the Recipient/Receiving
Party a written document or documents describing such Proprietary Information and
referencing the place and date of such oral ,visual or written disclosure and the names
of the employees or officers of the Recipient/ Receiving party to whom such disclosure
was made.

2. Confidentiality:

a) Each party shall keep secret and treat in strictest confidence all confidential
information it has received about the other party or its customers and will not use
the confidential information otherwise than for the purpose of performing its
obligations under this Agreement in accordance with its terms and so far this may
be required for the proper exercise of the Parties respective rights and obligations
under this Agreement.

b) The term confidential information shall mean and include all written or oral
information (including information received from third parties that the Disclosing
Party is obligated to treat as confidential) that is (i) clearly identified in writing at
the time of disclosure as confidential and in case of oral or visual disclosure, or (ii)
that a reasonable person at the time of disclosure reasonably would assume, under
the circumstances, to be confidential. Confidential Information shall also mean,
software programs, technical data, methodologies, know how, processes, designs,
customer names, prospective customer’s names, customer information and
business information of the Disclosing Party.

c) Confidential information does not include information which:

(i) is publicly available at the time of its disclosure; or

(ii) becomes publicly available following disclosure; or
(iii) is already known to or was in the possession of Recipient/Receiving party prior
to disclosure under this Agreement; or
(iv) is disclosed to the Recipient/Receiving party from a third party, which party is
not bound by any obligation of confidentiality; or
(v) is or has been independently developed by the Recipient/Receiving party
without using the confidential information;
(vi) is disclosed with the prior consent of the Disclosing Party.

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3. Non –Disclosure of Proprietary Information: For the period during the agreement or
its renewal, the Recipient/Receiving Party will:

a) Use such Proprietary Information only for the purpose for which it was disclosed
and without written authorization of the Disclosing Party shall not use or exploit
such Proprietary Information for its own benefit or the benefit of others.

b) Protect the Proprietary Information against disclosure to third parties in the same
manner and with the reasonable degree of care, with which it protects its own
confidential information of similar importance and

c) Limit disclosure of Proprietary Information received under this Agreement to

persons within its organization and to those 3rd party contractors performing tasks
that would otherwise customarily or routinely be performed by its employees,
who have a need to know such Proprietary Information in the course of
performance of their duties and who are bound to protect the confidentiality of
such Proprietary Information.

4. Limit on Obligations: The obligations of the Recipient/ Receiving Party specified in

clause 3 above shall not apply and the Recipient/ Receiving Party shall have no further
obligations, with respect to any Proprietary Information to the extent that such
Proprietary information :

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

known without any wrongful act on the part of the Recipient/ Receiving Party;

b) is in the Recipient’s/ Receiving Party’s possession at the time of disclosure

otherwise than as a result of the Recipient’s/ Receiving Party’s breach of an
obligation of confidentiality owed to the Disclosing Party;

c) becomes known to the Recipient/ Receiving Party through disclosure by any other
source, other than the Disclosing party, having the legal right to disclose such
Proprietary Information.

d) is independently developed by the Recipient/ Receiving Party without reference

to or reliance upon the Proprietary Information; or

e) is required to be disclosed by the Recipient/ Receiving Party to comply with

applicable laws or governmental regulation, provided that the Recipient/

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Receiving Party provides prior written notice of such disclosure to the Disclosing
Party and take reasonable and lawful actions for such disclosure.

5. Return of Documents: The Recipient/ Receiving Party shall, upon request of the
Disclosing Party , in writing ,return to the Disclosing party all drawings, documents
and other tangible manifestations of Proprietary Information received by the
Recipient/ Receiving Party pursuant to this Agreement ( and all copies and
reproductions thereof) within a reasonable period. Each party agrees that in the event,
it is not inclined to proceed further with the engagement, business discussions and
negotiations or in the event of termination of this Agreement, the Recipient/ Receiving
Party will promptly return to the other part or with the consent of the other party,
destroy the Proprietary Information of the other party. Provided however the
Receiving Party shall retain copies to be in compliance with its statutory, regulatory,
internal policy or professional obligations.

6. Communications: Written communications requesting transferring Proprietary

Information under this Agreement shall be addressed only to the respective designees
as follows (or to such designees as the parties hereto may from time to time designate
in writing)

________________________________ NATIONAL HOUSING BANK

(Consultant)

7. Term: The obligation pursuant to clause 2 and 3 (Confidentiality & Non-Disclosure of

Proprietary Information) will survive for a period of ___________ years from the
termination of the SLA.

8. The provisions of this Agreement are necessary for the protection of the business
goodwill of the parties and are considered by the parties to be reasonable for such
purposes. Both the parties agree that any breach of this Agreement will cause
substantial and irreparable damages to the other party and, therefore, in the event of
such breach by one party, the other party shall be entitled to appropriate remedy,
which may be available under law.

9. Notwithstanding anything stated in this Agreement, any report/finding/document

delivered/submitted by the Consultant to NHB as a part of the outcome or
deliverables under the SLA and which, in the opinion of NHB, requires any further
study/analysis by any third party agency/institution depending on the requirement
of the case, the same can be shared by NHB with such third party agency/institution
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for conducting such study/analysis and no prior consent of the Consultant is required
for the same. Such report/finding/document delivered/ submitted by the Consultant
to NHB shall become exclusive property of NHB and as such NHB shall not be bound
by any restriction from disclosure of such report/ finding/ document or content
thereof, being the Receiving Party.

10. This Agreement shall be governed and construed in accordance with the laws of India
and shall be subjected to the Jurisdiction of courts at Delhi. It is agreed that any dispute
or differences arising out of or touching this Agreement if not resolved amicably shall
be referred to the arbitration as per clause _______ of the SLA executed between the
parties hereto.

11. Miscellaneous

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

except by a further Agreement/amendment in writing signed by both the parties.

b) This Agreement will be binding upon & enure to the benefit of the parties hereto
and it includes their respective successors & assigns

c) The Agreement shall be construed & and interpreted in accordance with the laws
prevailing in India.

In witness whereof, the parties hereto have agreed, accepted and acknowledged
and signed these presents, on the day, month and year mentioned herein above.

FOR ____________________________ FOR NATIONAL HOUSING BANK

Authorized Signatory Authorized Signatory

Name: Name:
Designation: Designation:
Place: Place:
Date: Date:
WITNESSES:
1.

2.

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Annexure XVII
(Format of Bank Guarantee)
(To be executed on a non- judicial stamp paper)

To
National Housing Bank
_________________,

In consideration of the National Housing Bank (hereinafter referred to as “NHB”, which

expression shall, unless repugnant to the context or meaning, thereof include its
successors, representatives and assignees), having awarded in favour of M/s.
______________ having its registered office at _____________ (hereinafter referred to as
“the Consultant”, which expression shall unless repugnant to the context or meaning
thereof include its successors, administrators, representatives and assignees), a contract to
provide _______________________ on terms and conditions set out in the Request for
Proposal dated…………._______________ (“the RFP”) and the Service Level Agreement
dated ________________ (“the SLA”) (hereinafter the RFP and the SLA are together
referred to as “the Contract”), and the Consultant having agreed to provide a Performance
Bank Guarantee for the faithful performance of the services as per the terms of the
"Contract" including the warranty obligations /liabilities under the contract of equivalent
value amounting to ___________/____% of the value of the Contract if any, to NHB
amounting to ____________ (in words) in the form of a bank guarantee,

We, ____________ (Name) _________________(Address) (hereinafter referred to as “the

Bank”, which expression shall, unless repugnant to the context or meaning thereof,
include its successors, administrators, representatives and assignees) at the request of the
Consultant do hereby irrevocably guarantee for an amount of Rs. __________
(Rupees.___________) and undertake to pay NHB the guaranteed amount merely on
demand, without any previous notice from NHB, without any demur or protest and
without referring to any other source, any and all monies payable by the Consultant by
reason of any breach by the said Consultant of any of the terms and conditions of the said
Contract including non-execution of the Contract at any time till _______________ (day
/month/ year). Any such demand made by NHB on the Bank shall be conclusive and
binding, absolute and unequivocal not withstanding any disputes raised/pending before
any court, tribunal, arbitration or any other authority by and between the Consultant and
NHB. The Bank agrees that the guarantee herein contained shall continue to be enforceable
till the sum due to NHB is fully paid and claims satisfied or till NHB discharges this
Guarantee.

NHB shall have the fullest liberty without affecting in any way the liability of the Bank
under this guarantee, from time to time, to extend the time of performance by the
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Consultant. The Bank shall not be released from its liabilities under these presents by any
exercise of NHB of the liberty with reference to the matter aforesaid.

NHB shall have the fullest liberty, without affecting this guarantee to postpone from time
to time the exercise of any powers vested in them or of any right which they might have
against the Consultant and to exercise the same at any time in any manner, and either to
enforce or to forbear to enforce any covenants, contained or implied in the Contract
between NHB and the Consultant or any other course or remedy or security available to
NHB and the Bank shall not be released of its obligations/ liabilities under these presents
by any exercise by NHB of his liberty with reference to the matters aforesaid or any of
them or by reasons of any other act or forbearance or other acts of omission or commission
on part of NHB or any other indulgence shown by NHB or by any other matter or thing
whatsoever which under law would, but for this provision, have the effect of relieving the
Bank Guarantee. The Bank further undertakes not to revoke this guarantee during its
currency without the previous consent of NHB in writing.

The Bank further agrees that the decision of NHB as to the failure on the part of the
Consultant to fulfil their obligations as aforesaid and/or as to the amount payable by the
Bank to NHB hereunder shall be final, conclusive and binding on the Bank.

The Bank also agrees that NHB shall be entitled at his option to enforce this guarantee
against the Bank as a principal debtor, in the first instance notwithstanding any other
security or guarantee that it may have in relation to the Consultant’s liabilities.

This guarantee will not be discharged due to the change in the constitution of the Bank or
the Consultant(s).

Notwithstanding anything contained herein:

(a) our liability under this bank guarantee shall not exceed Rs. __________ (Rupees _____in
words);

(b) this bank guarantee shall be valid up to ____________; and

(c) We are liable to pay the guaranteed amount or any part thereof under this bank
guarantee only and only if you serve upon us a written claim or demand on or before
______________.

(Signature)
Designation/Staff Code No.
Bank's seal
Attorney as per power of Attorney No. Dated
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Annexure XVIII

EMD / BID SECURITY DECLARATION

On behalf of M/s _________________________________ (bidder’s company name), we do hereby

declare that we are accepting that if we withdraw or modify our bids during period of validity
of the bid, or if we are awarded the contract and then fail to sign the contract, or fail to submit a
performance security, also on other points wherever EMD/Bid Security Declaration is applicable
before the deadline defined in the request for proposal (RFP) document, failure to do these may
result in our suspension or we may be Blacklisted at Bank’s Discretion.

Authorized Signatories
(Name & Designation, seal of the company/firm)
Date:

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Annexure XIX
CERTIFICATE

I have read the Clause 8.38 of this RFP regarding restriction on procurement from a bidder of a
country which shares a land border with India; I certify that << Name of the Bidder >> is not from
such a country or, if from such a country, has been registered with the Competent Authority. I hereby
certify that this Bidder fulfills all requirements in this regard and is eligible to be considered.
[Evidence of valid registration by the Competent Authority shall be attached.]

Authorized Signatories

(Name & Designation, seal of the company/firm)

Date:

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