Request for Proposal (RFP) For Selection of Intelligent Traffic Management (ITMS) Solution/Technology partners for Faridabad Smart City Limited

Request for Proposal (RFP) For Selection of Intelligent Traffic Management (ITMS) Solution/Technology partners for Faridabad Smart City Limited ITI Limited Bangalore Plant Issued by: ITI Limited Bangalore Plant; Doorvaninagar; Bangalore -560016. Regd. Office: ITI Bhavan, Doorvaninagar, Bangalore -560016 Website: www.itiltd-india.co.in Page 1 of 27

INTRODUCTION PART 1 ITI Limited, a Public Sector Undertaking under the Department of Telecommunications, Ministry of Communications & IT, is a leading Telecom equipment manufacturer and solution provider in India. The major customers are BSNL, MTNL, Defense, Paramilitary forces and Railways. ITI seeks the partnership from Reputed Technology Providers for complete INTELLIGENT TRAFFIC MANAGEMENT SOLUTION FOR FARIDABAD SMART CITY as per RFP of the customer viz https://mcfbd.haryanaeprocurement.gov.in/indexes/tender_details/njgzndy =. ITI will form consortium of Partner/s (not more than three) covering ITMS scope of work as per the RFP requirements of Customer. The Technology Partner/s shall be ready to support ITI for the said RFP for bidding, Supply, Installation & Maintenance for INTELLIGENT TRAFFIC MANAGEMENT SOLUTION to be offered to customer. Support to be provided for minimum 5 years after commissioning and GO LIVE of entire system. With this background, ITI invites business proposal from Technology providers of INTELLIGENT TRAFFIC MANAGEMENT SOLUTION who are fulfilling the following conditions to address the tender together as a form of consortium. Page 2 of 27

SCOPE OF THE WORK PART 2 ITI plans to address INTEGRATED SMART CITY SOLUTION FOR FARIDABAD SMART CITY tender floated by Faridabad Smart City Limited,https://mcfbd.haryanaeprocurement.gov.in/indexes/tender_details/NjgzND Y=linkfor detailed RFP (There will be three documents named Instruction to bidders, Scope of work, Master Service agreement for your information). Through this RFP ITI intends to partner with OEMs / Technology providers / System Integrators with experience of Installation of INTELLIGENT TRAFFIC MANAGEMENT SOLUTION along with all the solution mentioned by customer (FARIDABAD SMART CITY LIMITED) in the customer RFP. As per Scope of work, the bidder shall provide the complete product with Solution as per the terms & Conditions of Customer s RFP vide reference above on total back to back basis. With this background, ITI invites proposal from OEMs / Technology providers / SI, an Indian Registered Companies hereinafter referred to as Bidder/s, to address customer specific Tender for INTEGRATED SMART SOLUTION FOR SMART CITY FOR FARIDABAD. The detailed scope of work shall meet bidder deliverables and can be accessed from the above link of customer document. A separate MOU / Consortium agreement will be signed between the selected partner/s & ITI. The bidder shall determine the total sale price of their quoted part inclusive of all applicable taxes and duties as per Annexure-III & customer s BOM. Based on this calculated value, the bidder shall quote a fixed percentage of the total arrived value as margin for ITI. However, the successful bidder shall submit the detailed pricing as per the individual bill of Quantities (BOQ) for the quoted part inclusive of all taxes and duties at least two days before ITI s submission of the consolidated bid to the end customer viz. Faridabad Smart City Ltd. Page 3 of 27

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CRITICAL INFORMATION PART 3 Submission of a proposal in response to this notice shall be deemed to have been done after careful study and examination of this document and customer s RFP with full understanding of its terms, conditions and implications. Sl. Information Details No. 1. RFP Ref. and Date AGM/ IOT&HRD /FSCL/MAR/MSI-RFP Dated:10-03-2018 2. Last date for submission of RFP 20-03-2018,16:00 Hrs proposal Queries to be Posted on or before 16-03-2018,16:00 Hrs 3. Address at which proposal in response to RFP is to be submitted Deputy General Manager (MM) Bangalore Plant, ITI limited, Doorvaninagar Bangalore - 560 016. Phone No.: 080-28503662 4. Opening of responses 21-03-2018, 14:30 Hrs Page 5 of 27

PART 4 ELIGIBILITY CONDITIONS (Clause by clause compliance) 1. The Bidder shall have the capability for the INTELLIGENT TRAFFIC MANAGEMENT SOLUTION technology as per the Customer s RFP to enable ITI to Address the Bid for Supply, Installation and maintenance of INTELLIGENT TRAFFIC MANAGEMENT SOLUTIONwith compliance of customer s requirement. 2. The Bidder shall have support center in the Northern Zone preferably in Faridabad. If not already having, should submit undertaking to open the facility within one month after entering into MOU. 3. The bidder should have executed at least one such INTELLIGENT TRAFFIC MANAGEMENT SOLUTION or similar Solution to any customer in India and proof for the same to be enclosed. 4.Bidder should have implemented Traffic Signals projects with the supply & installation of signals lights, traffic controllers & control centre, involving more than 40 intersections in India in last 5 years as on 31.03.2017. 5. The Bidder shall have a financial background with cumulative turnover of atleast 40 Cr. From ITMS/ ATCS/ Traffic signals implementation projects as specified in the customer RFP tender. Audited Balance sheet for 3 years to be enclosed. 6. The Bidder shall have sufficient manpower to carry out the activities as per RFP and also Bidder shall deploy complete competent project Management team during project implementation and there after operation staff. TechnicalManpower list with qualification to be enclosed. 7. The Bidder shall not be black listed by any Govt. Agency. 8. The bidder shall be an ISO 9001:2015/CMM Level -3, ISO/IEC 27001: 2013or equivalent certified company and shall submit copies of valid certificates. Page 6 of 27

9. The bidder should have PAN, GST registrations in India for carrying out the scopes covered in the tender. GENERAL CONDITIONS PART 5 1. Bidders shall send their proposal in single sealed cover to the following address: Deputy General Manager (MM) Bangalore Plant, ITI limited, Doorvaninagar Bangalore - 560 016. Phone No.: 080-28503662 2. Period of Validity of offers: The offer shall remain valid for a period of at least 180 days from the due date of bid submission. Offers valid for a shorter period shall be rejected. 3. The last date for receiving the proposal 20-03-2018, 16.00 hrs. 4. In case the date of submission of bid is declared to be a holiday, the bid may be submitted on the next working day of ITI. 5. In case there are any clarifications on this notification, please contact Manager IoT at itsw_bgp@itiltd.co.in. 6. Late offer: Any offer received after the prescribed timeline shall be rejected and shall be returned unopened to the vender. 7. Language of offers: The offers prepared by the vendor and all the correspondences and documents relating to the offers exchanged by the vendor, shall be in English language. 8. Award of Contract: After completing evaluation and selection of three Technology Partners based on the offer and further negotiations, if any, ITI Page 7 of 27

shall enter into a Memorandum of Understanding (MOU) with the vendor/s and also consortium agreement will be signed with all three vendors 9. Currency of Purchase Order: ITI will place Purchase Order on Bidder in INR. Any foreign exchange variation shall be borne by the Bidder. 10. Liquidated Damages/Penalty: LD/penalty incurred on account of short closure of order, delay in supply, technical evaluation, installation, Site acceptance test, system commissioning, product failure during warranty if any and deficiency in Warranty and Maintenance services (attributable to the bidder) shall be borne by the bidder. 11. Authorized Signatory: All certificates and documents received as part of the offer shall be signed by the Authorized Representative (signing is not mandatory for technical manuals or documentation). The power or authorization, or any other document consisting of adequate proof of the ability of the signatory to bind the vendor shall be submitted if demanded by ITI. 12. The Successful Partner shall be willing to participate along with ITI for any future Intelligent Traffic Management Solution ITMS/ ATCS/ TRAFFIC SIGNAL tenders and also should accept Customer s terms before ITI quotes to any prospective projects in the respective domain on back to back basis. 13. The Successful Partner shall be willing to submit required Bank guarantee (BG) as per prospective Customer s terms and also to the ITI before ITI quotes to any prospective projects. 14. Performance Bank Guarantee (PBG): Within fifteen (15) working days from the date of issuance of LOI, the successful Bidder shall at his own expense submit unconditional and irrevocable Performance Bank Guarantee (PBG) to the Authority. 15. The PBG shall be from a Nationalized Bank payable on demand, for the due performance and fulfilment of the contract by the bidder. Page 8 of 27

16. This Performance Bank Guarantee shall be for an amount equivalent to 10% of total contract value. 17. The partner should be willing to work on outrate purchase as well as various mode like: Public Private Partnership (PPP), Design Build Finance Operate & Transfer (DFBOT), Build Operate Own Transfer (BOOT), etc as required by customer. 18. ITI reserves the right to suspend or cancel the RFP process at any stage, to accept, or reject any, or all offers at any stage of the process and / or to modify the process, or any part thereof, at any time without assigning any reason, without any obligation or liability whatsoever. 19. Cost of RFP: The vendor shall bear all costs associated with the preparation and submission of its RFP, including cost of presentation for the purposes of clarification of the offer, if so desired by ITI. ITI will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the RFP process. 20. The Vendor shall be ready to give clarifications on any part of the offer to ITI. 21. All the pages of the bid must be sequentially numbered. The bid documents must contain in the beginning of the document, a list of contents with page numbers. Any deficiency in the documentation may result in the rejection of the Bid. 22. Amendment of RFP: At any time prior to the last date for receipt of offers, ITI, may, for any reason, whether at its own initiative or in response to a clarification requested by a prospective vendor, modify the RFP document by an amendment. In order to provide prospective vendor reasonable time in which to take the amendment into account in preparing their offers, ITI may, at their discretion, extend the last date for the receipt of offers and/or make other changes in the requirements set out in the Invitation for RFP. 23. Changes in Tax Structure: Any increase in the taxes after signing the MoU shall be borne by the Bidder Page 9 of 27

24. Disclaimer: ITI and/or its officers, employees disclaim all liability from any loss or damage, whether foreseeable or not, suffered by any person acting on or refraining from acting because of any information including statements, information, forecasts, estimates or projections contained in this document or conduct ancillary to it whether or not the loss or damage arises in connection with any omission, negligence, default, lack of care or misrepresentation on the part of ITI and/or any of its officers, employees. Page 10 of 27

BID DOCUMENTS PART 6 1. The offers shall be submitted in a single cover clearly marked as RFP for Selection of Partner for INTELLIGENT TRAFFIC MANAGEMENT SOLUTIONPROJECT for FARIDABAD which shall contain the following two sealed covers inside. 2. The first cover (clearly marked as Technical BID) shall contain the following documents: - a) Clause-by-clause compliance to this RFP, including Annexure-I. (List of documents to be enclosed is mentioned at Annexure I) b) Clause-by-clause compliance to the Customer s RFP videhttps://mcfbd.haryanaeprocurement.gov.in/indexes/tender_details/njgzndy=a long with Annexure-I. c) Supporting Documents for Technical Bid as per RFP of the customer. d) Pre-Contract Integrity Pact duly signed as per format given in Annexure IV. 3. The second cover (clearly marked as Commercial Bid) shall contain: a) Compliance for Commercial Bid as per Annexure II b) Price Bid Format as per Annexure III EVALUATION PROCESS PART 7 1. Bidder shall submit their proposals which include both technical and commercial Bid. 2. The ITI shall evaluate the responses to the RFP and all supporting documents & documentary evidence. ITI may seek additional documents as it deems necessary. 3. The responses shall be evaluated to validate competence of the applicant according to the supporting documents specified in this document. Page 11 of 27

4. The commercial bids of the technically qualified bidders for the corresponding Group/s will be evaluated based on the percentage margin to be quoted by the bidders described under part-2. The bidder who quotes the highest margin for ITI shall be selected as the successful bidder and will be the consortium partner of ITI for final bidding to the customer. The successful bidder shall enter into a consortium with ITI for the purpose of participation in the final bid to the customer. 5. The decision of ITI Evaluation Committee in the evaluation of responses to the RFP shall be final. No correspondence will be entertained outside the evaluation process of the Committee. 6. The Evaluation Committee reserves the right to reject the proposal. Presentation with Approach & Methodology 1. Shortlisted Bidder for Technical Evaluation shall give a presentation if required for complete solution. The solution must be; i) As per the RFP terms of customer videhttps://mcfbd.haryanaeprocurement.gov.in/indexes/tender_details/njgzndy= 2. The presentation should provide a representative solution to integrate various aspects of the project as per the scope. 3. Presentation shall be given in English. Page 12 of 27

PART 8 EMD (Earnest Money Deposit) The successful bidders for corresponding solutions shall submit EMD as per customer s RFP. Bidder shall agree for payment of Minimum but not limited to 25% of the full amount ofinr 2,30,00,000/- {Rupees Two Crore Thirty Lakh.) for their scope of work on back to back basis as per RFP terms of customerin the form of Demand Draft (DD) OR Bank Guarantee as mentioned in customer s RFP. from a Nationalised bank at the time of entering into Consortium agreement. CONSORTIUM No. of member in the consortium shall not exceed more than three including Lead Member. Turnover Criteria 1. The turnover shall be as per RFP terms of customer. Project Experience Criteria The bidders quoting for related scope of work of customer s RFP shall submit corresponding project experience as per the customers RFP in order to fulfil the marks criteria for technical solutions. ITI reserves the right to select solution provider for all the tasks mentioned in the customer RFP for consortium of maximum three members based on their execution capabilities, experience, turnover, CMMI level-5 certification, percentage margin provided to ITI,etc. Page 13 of 27

PART 9 QUERIES All queries may be sent to the following Officer of ITI by post, or e-mail on or before16-03-2018, 16:00 Hrs. Deputy General Manager (MM) Bangalore Plant, ITI limited, Doorvaninagar Bangalore - 560 016. Phone No.: 080-28503662 All enquiries / clarifications from the Applicants, related to this RFP, must be directed in writing exclusively to the contact person. Enquiries received after the due date shall not be entertained. The preferred mode of delivering questions is through e-mail. The queries by the applicants shall be raised in the following format. Sl. NO. Page No. Clause of The RFP Clarification needed The corrigendum (if any) shall be posted on at www.itiltd-india.com. In order to provide prospective applicants reasonable time for taking the corrigendum into account, ITI may, at its discretion, extend the last date for the receipt of RFP proposals which shall be notified through ITI portal www.itiltd-india.com and https://eprocure.gov.in/cppp/ Page 14 of 27

Annexure I Documents in support of meeting the eligibility conditions (Please fill details and enclose supporting documents wherever required &applicable.) Sl. No. 1 Name of the Company Description Remarks Page No. 2 Contact Details (Name, Designation, Landline / Mobile No., Email id, FAX No., website etc.) 3 Organization Profile 4 Certificate of Incorporation / Registration details 5 Articles & Memorandum of Association with CIN No. 6 Area of Business for which firm is registered 7 Audited Annual Report / Accounts of P&L statements for the financial years (2013-14, 2014-15 & 2015-16) 8 Annual turnover for the Financial years as per audited Accounts (2014-15 & 2015-16,2016-17) 9 Positive Net worth as per Audited Accounts for the Financial Year (2014-15 & 2015-16,2016-17) 10 GST Registration certificate 11 Copy of PAN certificate 12 Copy of IT returns filed during the past three years 13 Solvency Certificate issued by any scheduled Page 15 of 27

bank during the last 6 months 14 If the company is SI or Technology Partner. Letter from OEM in favor of the signatory. 15 Previous experience of handling similar projects / works must have experience in Supply Installation, Testing, Commissioning, O&M as a System Integrator (SI) for Intelligent Traffic management solution Bidder s solution shall be integrable with other solution as per customer s RFP. Traffic Signals for work of minimum value single order Rs. 69 crores (Order Include CCTV, Storage, ICCC/RMS) or Two Orders Values 43 Crore Each Or Three orders of order values 35 Crore each in last five Financial years as on 31st March 2017. 16 Bidder should have implemented Traffic Signals projects with the supply & installation of signals lights, traffic controllers & control centre, involving more than 40 intersections in India in last 5 years as on 31.03.2017 Details of POs Executed (Sample PO copies to be enclosed) Copy of Performance / Completion Certificates issued by Customer, if any 17 Previous Experience with ITI Limited, if any 18 Acceptance for all terms and conditions of customer RFP on Back to Back basis. 19 Acceptance to partner with ITI on exclusive basis to address the tender of the said RFP during the contract period with ITI for back-toback business model 20 Willingness to execute MOU and Consortium Page 16 of 27

agreement as per mutually agreed terms & conditions and also as per the service level agreement as per customer s RFP 21 Willingness for life-time product support with AMC if required by customer. i.e. Repair, Replacement and Spares as per customer requirement. 22 Willingness to incorporate necessary upgradations/modifications in hardware / software by OEM either on its own for improvements or in accordance to the customer requirements, as per tender terms. 23 Acceptance to work out the price at the competitive rate jointly with ITI to address tender. 24 Acceptance to get Third party certification of the product as per customer requirement at your own cost 25 Man Power Details Technical Non-Technical 26 Not Black listed certificate (undertaking). 27 ISO or equivalent certificate 28 Details of support center in Northern Zone ( preferably Faridabad ) 29 Acceptance for Demo / Proof of Concept (PoC) at site as per customer s RFP requirement on No Cost No Commitment (NCNC) basis 30 Any legal cases pending against the company? If any, details to be furnished. 31 Sole bidder/lead Bidder (in case of consortium) Page 17 of 27

or any of its members should be Transfer of Technology (TOT) partner to CDAC for ATCS. Annexure II Commercial Requirements Sl. No. Description Remarks Page No. 1 Name of the Organization (Company / Partnership firm /Proprietorship concern, etc.) 2 Bidder shall agree for payment of EMD amount Minimumbut not limited to 25%, (as per PART 8) for their scope of work on back to back basis as per RFP terms of customer 3 Bidder shall agree to bear all the cost of Project implementation, Operation and Maintenance including operational cost. The bidder shall align to Customer s payment terms including all applicable taxes, duties, any other charges on back to back basis as per RFP conditions. 4 The payment to partners will be made on back to back basis i.e after receiving the same from customer as certified by competent authority after successful implementation and integration with relevant system. 5 Any Liquidated Damages (LD) or any other penalties imposed by the Customers on account of delay or deficiency of service or any other reason Page 18 of 27

attributable to their scope will be borne by bidder. 6 Bidder shall give training to concerned ITI officials & Customers both at the place designated by customer free of cost. 7 Bidder shall agree to modify / update software according to the customer requirement free of cost during the contract period. 8 Bidder shall agree to handle and bear the cost in case of any legal consequences due to IP/license of hardware / software installed for the services mentioned in the RFP. 9 Bidder shall agree to obtain relevant Statutory licenses for operational activities and /or Services, wherever applicable. 10 Bidder shall agree that the projects initiated during the contract period, will be completed in all respects, contract obligation with the customer, even if the partnership with ITI is over. Similarly, legal formalities / legal cases if any will be supported by the bidder till the end of settlement of all issues. Page 19 of 27

Annexure III Price Bid Format for Margin to be quoted. Sl.No Group/ Individual solution 1 Intelligent Traffic Management solutions Percentage Margin offered for ITI Commercial bid format for the successful bidder who shall submit the detailed price bid below given format only after selection process. Price Bid Format Refer customer s Tender DocumentINSTRUCTIONS TO BIDDERS at page no.64 under ANNEXURE 4 named BILL OF MATERIAL. The bidder shall provide detail price breakup with their quote for all solution according to customer RFP & as mentioned in customer BOM in the below given format. SL. NO. Activity /Items/Components/Solutions Basic price in INR Goods Services Any other Taxes/Duty CGST SGST CGST SGST Total Note: Bidder can add items if required as per BOM given in Customers RFP Page 20 of 27

Price bid for OPEX (in INR) Sl.no Activity /Items/Components/Soluti ons Total Opex price Post Go-Live Stage of 60 months after issue of work order Year-1 (in INR) Year-2 (in INR) Year-3 (in INR) Year-4 (in INR) Year-5 (in INR) Total (inc. of all taxes) Page 21 of 27

Annexure IV Pre-Contract Integrity Pact This pre-bid pre-contract agreement (hereinafter called the Integrity Pact) is made on day of... the month of.., between, ITI Limited, Dooravaninagar, Bangalore 560016, India, (hereinafter called the "BUYER", which expression shall mean and include, unless the context otherwise requires, his successors in office and assigns) of the First Part and M/s.. (Address of the Bidder) (Hereinafter called the "BIDDER which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the Second Part. WHEREAS the BUYER proposes to invite Expression of Interest (EoI) for selection / empanelment of technology partner for a technical tie-up with ITI for the marketing/manufacturing of... (Name of the product) and the BIDDER is willing to participate in the EoI as per the terms and conditions mentioned thereon; WHEREAS the BIDDER is a private company/public company/government undertaking/partnership company (strike off whichever is not applicable), constituted in accordance with the relevant law in the matter and the BUYER is a PSU under the Department of Telecommunications, Ministry of Communications & IT, Government of India. NOW, THEREFORE, to avoid all forms of corruption by following a system that is fair, transparent and free from any influence/prejudiced dealings prior to, during and subsequent to the currency of the contract to be entered into with a view to: - Enabling the BUYER to select/ empanel a technology partner for the marketing/ manufacturing of. (name of the product) through the EoI in a transparent and corruption free manner, and Enabling BIDDERs to abstain from bribing or Indulging in any corrupt practice in order to secure the contract by providing assurance to them that their competitors will also abstain from bribing and other corrupt practices and the BUYER will commit to prevent corruption, in any form, by its officials by following transparent procedures. Page 22 of 27

The parties hereto hereby agree to enter into this Integrity Pact and agree as follows: Commitments of the BUYER a) The BUYER undertakes that no official of the BUYER, connected directly or indirectly with the contract, will demand, take a promise for or accept, directly or through intermediaries, any bribe, consideration, gift, reward, favour or any material or immaterial benefit or any other advantage from the BIDDER, either for themselves or for any person, 'organization or third party related to the contract in exchange for an advantage in the bidding process, bid evaluation, contracting or implementation process related to the contract. b) The BUYER will during the pre-contract stage, treat all BIDDERs alike, and will provide to all BIDDERs the same information and will not provide any such information to any particular BIDDER which could afford an advantage to that particular BIDDER in comparison to other BIDDERs. c) All the officials of the BUYER will report to the appropriate Government office any attempted or completed breaches of the above commitments as well as any substantial suspicion of such a breach. 2 In case any such preceding misconduct on the part of such official(s) is reported by the BIDDER to the BUYER with full and verifiable facts and the same is prima facie found to be correct by the BUYER, necessary disciplinary proceedings, or any other action as deemed fit, including criminal proceedings may be initiated by the BUYER and such a person shall be debarred from further dealings related to the contract process. In such a case while an enquiry is being conducted by the BUYER the proceedings under the contract would not be stalled. 3 Commitments of BIDDER 3.1 The BIDDER commits itself to take all measures necessary to prevent corrupt practices, unfair means and illegal activities during any stage of its bid or during any pre-contract or post-contract stage in order to secure the contract or in furtherance to secure it and in particular commit itself to the following: - 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 the BUYER, connected directly or indirectly with the bidding process, or to any person, organisation 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 further undertakes that it has not given, offered or promised to give, directly or indirectly any bribe, gift, consideration, reward, favour, any material or immaterial benefit or Page 23 of 27

other advantage, commission, fees, brokerage or inducement to any official of the BUYER or otherwise in procuring the Contract or forbearing to do or having done any act in relation to the obtaining or, execution of the contract or any other contract with the Government for showing or forbearing to show favour or disfavour to any person in relation to the contract or any other contract with the Government. c) BIDDERs shall disclose the name and address of agents and representatives and Indian BIDDERs shall disclose their foreign principals or associates. d) BIDDERs shall disclose the payments to be made by them to agents/ brokers or any other Intermediary, in connection with this bid/contract. e) The BIDDER further confirms and declares to the BUYER that the BIDDER is the original manufacturer/ integrator and has not engaged any individual or firm or company whether Indian or foreign to intercede, facilitate or in any way to recommend to the BUYER or any of its functionaries, whether officially or unofficially to the award of the contract to the BIDDER, nor has any amount been paid, promised or intended to be paid to any such individual, firm or company in respect of any such, intercession, facilitation or recommendation. 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 the BUYER or their family members, agents, brokers or any other intermediaries in connection with the contract and the details of services agreed upon for such payments. 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. 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 the BUYER as part of the business relationship, regarding plans, technical proposals and business details, including information contained in any electronic data carrier. The BIDDER also undertakes to exercise due and adequate care lest any such information is divulged. 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. Page 24 of 27

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 the BUYER, or alternatively, if any relative of an officer of the BUYER has financial interest/stake in the BIDDER's firm, the same shall be disclosed by the BIDDER 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 the BUYER. 4 Previous Transgression a) 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. b) 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 Sanctions for Violations a) Any breach of the aforesaid provisions by the BIDDER or anyone employed by it or acting on its behalf (whether with or without the knowledge of the BIDDER) shall entitle the BUYER to take all or any one of the following actions, wherever required:- 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. iii. iv. To immediately cancel the contract, if already signed, without giving any compensation to the BIDDER. To cancel all or any other Contracts with the BIDDER. The BIDDER shall be liable to pay compensation for any loss or damage to the BUYER resulting from such cancellation/rescission. To recover all sums paid in violation of this Pact by the BIDDER(s) to any middleman or agent or broker with a view to securing the contract. b) The BUYER will be entitled to take all or any of the actions mentioned above, also on the Commission by the BIDDER or anyone 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 Page 25 of 27

of the Indian Penal code, 1860 or Prevention of Corruption Act, 1988 or any other statute enacted for prevention of corruption. c) The decision of the BUYER to the effect that a breach of the provisions of this Pact has been committed by the BIDDER shall be final and conclusive on the BIDDER. However, the BIDDER can approach the Independent Monitor(s) appointed for the purposes of this Pact. 6 Independent Monitors a) The BUYER appoints Independent Monitor (hereinafter referred to as Monitor) for this Pact in consultation with the Central Vigilance Commission. b) The task of the Monitor shall be to review independently and objectively, whether and to what extent the parties comply with the obligations under this Pact. c) The Monitor shall not be subject to instructions by the representatives of the parties and perform their functions neutrally and independently. d) Both the parties accept that the Monitor have the right to access all the documents relating to the project/procurement, including minutes of meetings. e) As soon as the Monitor notices, or has reason to believe, a violation of this Pact, he will so inform the Authority designated by the BUYER. f) The BIDDER(s) accept(s) that the Monitor has the right to access without restriction to all Project documentation of the BUYER including that provided by the BIDDER. The BIDDER will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to his project documentation. The Monitor shall be under contractual obligation to treat the information and documents of the BIDDER with confidentiality. g) The BUYER will provide to the Monitor sufficient information about all meetings among the parties related to the Project provided such meetings could have an impact on the contractual relations between the parties. The parties will offer to the Monitor the option to participate in such meetings. h) The Monitor will submit a written report to the designated Authority of BUYER within 8 to 10 weeks from the date of reference or intimation to him by the BUYER I BIDDER and, should the occasion arise, submit proposals for correcting problematic situations. 7 Facilitation of Investigation a) In case of any allegation of violation of any provisions of this Pact or payment of commission, the BUYER or its agencies shall be entitled to examine all the documents including the Books of Accounts of the BIDDER and the BIDDER shall provide Page 26 of 27

Necessary information and documents in English and shall extend all possible help for the purpose of such examination. 8 Law and Place of Jurisdiction a) This Pact is subject to Indian Law. The place of performance and jurisdiction is the seat of the BUYER. 9 Other Legal Actions a) The actions stipulated in this Integrity Pact are without prejudice to any other legal action that may follow in accordance with the provisions of the extant law in force relating to any Civil or criminal proceedings. 10 Validity a) The validity of this Integrity Pact shall be from date of its signing and extend up to the contract period with the BUYER in case a contract is signed. In case BIDDER is unsuccessful, this Integrity Pact shall expire after six months from the date of the signing of the contract. b) Should one or several provisions of this Pact turn out to be invalid, the remainder of this Pact shall remain valid. In this case, the parties will strive to come to an agreement to their original intentions. 11 The parties hereby sign this Integrity Pact: BUYER Name of the Officer. Designation BIDDER CHIEF EXECUTIVE OFFICER M/s. (Address) ITI Limited (Address) Place: Date: Place: Date: Witness: 1... 1. 2... 2. Page 27 of 27