225C, AJC Bose Road (2nd Floor), Kolkata-700 020Phone: 2289-2842/43, 22812878

E-mail: mstcindia@mstcindia.co.in, Website: www.mstcindia.co.inFax: 91 33 2290 7211, 2247 8547/4915

Tender No: MSTC/ADMN/06/02(02)/2016-17

TENDER DOCUMENTFOR

OUTSOURCING OF WATCH & WARD SERVICES FOR MSTC LIMITED, KOLKATA

Annexure Description Page No.NIT, Eligibility Criteria/Evaluation Criteria,Terms and Conditions, Tender Submission, etc. 2-9

I Format of Covering Letter 10II Pro forma for Technical Bid 11III Pro forma for Price Bid 12-13IV Format of Integrity Pact 14-17

Last date for bid submission: Time: 14:30 hrs. on 01.10.2016

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To

Dear Sirs

SUBJECT: Notice Inviting Tender for outsourcing of Watch & Ward services for our office located in Kolkata.

Tender No: MSTC/ADMN/06/02(02)/2016-17

1. a) MSTC Limited, a Government of India Undertaking invites Tender from reputed Private Se-curity Agencies (PSAs) for outsourcing of Watch & Ward (W & W) services for our offices in Kolkata.

Date of Obtaining Application forms 09.09.2016

Last Date of submission of Tender 14:30 hrs. on 01.10.2016

Date of Pre-Bid Meeting 15:00 hrs. on 19.09.2016

Date of Opening of Technical Bid 15:00 hrs. on 01.10.2016

Date of opening of Financial Bid 15:00 hrs. on 05.10.2016

b) Scope of work:

Offices of the MSTC, HO & ERO comprises 6 (six) floors in 2 (two) adjacent buildings at Kolkata. De-ployment of watch and ward in the said offices would be as follows:

1. 1 watch and ward on 5 floor on all working days and Saturdays in 2 shifts i.e.:

a. 6.00 A.M - 2.00 P.Mb. 2.00 P.M – 10.00 P.M

2. 1 watch and ward on 1 floor on all working days and Saturdays in General shift i.e.:

a. 10.00 A.M - 6.00 P.M

3. 1 watch and ward in each building on all working days and Saturdays in night shift i.e.

a. 10.00 P.M – 6.00 A.M

4. 1 watch and ward in each building on all closed holidays in 3 shifts i.e.:

a. 6.00 A.M - 2.00 P.Mb. 2.00 P.M – 10.00 P.Mc. 10.00 P.M – 6.00 A.M

The Private Security Agency (PSA) shall deploy watch and ward for the jobs described above for round the clock manning of the offices and opening and closing of all floors as per requirement of MSTC Ltd. Rate should be quoted on per deployment basis as per format enclosed at Annexure – III. The total rate would be multiplication of no. of persons required). However, the requirement for deployment of W&W may vary from time to time depending upon need of the Company.

c) Payment Terms:

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Payments of bills to be claimed by the agency will be submitted to the company on monthly basis and MSTC Ltd. will release payment within 21 days. Bills should be raised on per deployment basis as per formulae given below:

No. of W & W deployed during the month X monthly rate quoted per W&W26

However, the disbursement of wages to its employees by the Agency will not be linked to pay-ment of bills by MSTC Ltd. The monthly bills are to be submitted by the agency in triplicate, duly certified by the administration In-charge. The bill shall be paid on presentation after due verifica-tion, subject to submission of proof of having made the PF and ESI, challans along with a certificate list of its employees deployed for which the dues have been deposited by the 15 th (fifteenth) of each month have to be submitted.

The deduction of income tax and other statutory deductions as applicable shall be made from every month bill at the rate applicable at the time of making the payment.

2. Award & Validity of ContractThe contract shall be valid for a period of 3 (Three) years from the date of award of contract. However, the performance shall be reviewed on yearly basis and the contract is liable to be cancelled in the event of unsatisfactory performance and/or violation of any term and condi-tion of the contact.

The contract can be extended for a further period beyond 3 (three) years on the same terms and conditions on mutual agreement by both parties.

3. Eligibility Criteriaa) PSA should be either registered company or registered partnership firm or a reputed propri-

etorship concern for providing security guards services. b) PSA should have obtained a license in accordance with section 4 & 7 of the Private Security Reg-

ulation Act 2005 issued by the state of West Bengal. c) PSA should have Income Tax return of last three years. d) PSA should have Audited Balance Sheets and Profit & Loss Accounts for the past three years. e) PSA should have Registration under Shops & Establishments Act. f) PSA should have a valid certificate from ESI Corporation and should have been allotted with a

code number by the ESIC.g) PSA should have a valid certificate under EPF & Miscellaneous Provisions Act 1952 and the PSA

should have been submitting EPF contribution online.h) PSA should have copy of labour license in Form VI as per Contract Labor (Regulation & Aboli-

tion) Act, 1970. i) Documents proving compliance with Minimum Wages Act 1948 and other labour laws and rules

to be submitted.j) PSA should have their office at Kolkata with telephone connection and e-mail facility.k) PSA should submit satisfactory service certificate from two Public sectors or Public sector Un-

dertakings where it is presently providing security services.l) The average turnover of the PSA during the last three financial years should not be less than Ru-

pees Fifty lacs.m) PSA should have Registration with appropriate authority for Service Tax.

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n) PSA should have valid Professional Tax Payment Certificate (PTPC).

4. Terms and conditionsa) The MSTC reserves the right to reject any or all tenders without assigning any reason

thereof.b) Deployment of ex-serviceman/ ex-para military force security guards as Watch & Ward is

preferable. However civilian having minimum two years experience in similar work reputed or-ganizations may also be deployed in exceptional circumstances with due approval of MSTC Management.

c) Deployment of Watch & Ward is to be completed within a period of 15 days commencing from the date of acceptance of the offer by the MSTC Ltd.

d) The job of deploying Watch & Ward in the above mentioned location will be given only to those Security Agencies having its office at Kolkata.

e) The PSA shall ensure that at no point of time during the prescribed duty hours, the Watch & Ward will leave their places of duty. The PSA shall arrange to send a relief wherever the regular Watch & Ward/ Watch & Ward is (are) absent or on leave.

f) The PSA shall maintain up to date record of every Watch & Ward as per the Shops & Establish-ments Act and will comply with & discharge all obligations under various Labor Laws viz. EPF Act, ESI Act, Bonus Act, workmen’s compensation Act, Contract Labor (Regulation & Abolition) Act 1970 etc. and or under any other state/ Union Legislation in respect of Guards engaged by PSA.

g) The PSA will change the Watch & Ward (men) immediately on instructions from the MSTC Ltd. if the performance of any particular Watch & Ward is not acceptable or found physically/medi-cally unfit and decision of the MSTC Ltd. will be final in this regard.

h) The PSA shall be absolutely responsible for the payment of salary, all other statutory obligations for the Watch & Ward (or their dependent) employed on account of salary/wages, bonus, ar-rears, employment, termination benefit, compensation or other claim whatsoever and the MSTC Ltd. will not be liable in any manner for payment of any such charges.

i) In case of any mishap sustained by Watch & Ward of whatsoever nature (minor/major/ fatal in-cluding death during the course of their duty) the responsibility of granting compensation, if any on that count will be that of the PSA and not of the MSTC Ltd.

j) In the event of theft, burglary, robbery, dacoit or pilferage of the MSTC Ltd’s property or mate-rials, the PSA shall actively assist the office (MSTC Ltd.) for the investigation of the case and if negligence/ collusion of Watch & Ward are established, such loss due to theft etc. is to be made good by the PSA.

k) The PSA should ensure the rotation of the Watch & Ward at the particular post at least once in three months with the prior permission from the office (MSTC Ltd.).

l) The PSA shall furnish to MSTC every month the proof of having paid the wages to the Watch & Ward engaged by them within one week of the disbursement of the wages to them.

m) The MSTC Ltd. will have the right to terminate the agreement at its sole discretion even without assigning any reason by issuing one month’s notice to the PSA during continuance of the agree-ment.

n) The Watch & Ward on duty should ensure that the outsiders visiting the office have genuine reasons to do so.

o) The Watch & Ward should ensure that no Arms and Ammunition are carried by outsiders visit-ing the office.

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p) Watch & Ward should remain in proper uniform while on duty.q) The Watch & Ward should not leave the place of duty unless properly relieved.r) The rates to be indicated in the quotation are subject to change only due to the statutory rate

increase/decrease with respect to the Minimum wages declared by the Government of West Bengal, directly affecting the subject item. The rate increase requests shall be considered to the extent/proportion of such increase only. However, submission of documentary evidence in sup-port of the above is must. Accordingly the benefit of any decrease in price during the contract period should be extended to MSTC. It is also important to note that the compensation for the increases/decreases shall be made only for statutory increases/decreases in minimum wages, if applicable.

s) The PSA shall ensure that the Watch & Ward shall be deployed at MSTC’s Office located in Kolkata as per the duty schedule given by the competent officer.

t) The PSA shall ensure that the Watch & Ward shall wear proper uniform of the PSA with proper Photo Identity Card, name tab, baton, whistle etc. The Watch & Ward shall not take any alcohol or intoxicants and smoke during the duty hours.

u) The PSA shall ensure that the Watch & Ward shall be conversant with the use of the fire extin-guisher and shall take necessary action in case of activation of fire emergency.

v) The PSA shall ensure that no familiarity develops between the Watch & Ward & the MSTC’s staff. Further, the PSA shall ensure that the Watch & Ward do not indulge in any activities in-cluding money transactions, which may tarnish the image of the MSTC Ltd.

w) The Watch & Ward provided by the PSA shall be medically fit, mentally sound and possessing good physique and not be suffering from any contagious/major diseases.

x) Force Majeure: "The parties to this agreement shall not be responsible for any failure of perfor-mance or delay in performance of their obligations hereunder if such failure or delay shall be a result of any Government directive relevant to this agreement or due to war, hostility, act of public enemy riots or civil commotion, strikes, lock-out, fire, floods, epidemic or acts of God, ar-rests and restraints of rulers and people, political or administrative acts of recognized or defec-tor governments, import or export restriction compliance with orders of any governmental/lo-cal authority or any other cause or causes beyond their control."

y) Jurisdiction: Any agreement centered pursued to this tender shall be deemed to have been made in Kolkata and shall be construed according to the laws of India. Parties agree to the juris-diction of the courts at Kolkata to the exclusion of all other courts.

z) If the PSA fails or neglects to render the services to the satisfaction of MSTC Ltd. or if the PSA commits any breach of any of its obligations, MSTC may get the job done through any other al -ternate source, the cost to which will be adjusted from monthly bill of the agency.

aa) Arbitration: All questions,, claims, disputes or differences of any kind whatsoever arising out of or in connection with or concerning this contract at any time, whether before or after the de-termination of this contract (except as to any matters the decision of which is specially provided for in the conditions referred to above), will be referred by the parties hereto for the decision by a Sole Arbitrator to be appointed as hereinafter mentioned.i) The notice regarding the invoking of arbitration clause will be served by registered post

and addressed to the CMD of MSTC Limited Kolkata.ii) Matters in question, dispute, claim or difference in respect of this contract to be sub-

mitted t arbitration as aforesaid will be referred for decision to a Sole arbitrator to be appointed by the CMD of MSTC Limited(by whatever name he may be designated at the relevant time). However, before appointing the Sole Arbitrator, the CMD of the MSTC

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Limited will notify to the Agency three names out of which one can be appointed as the sole arbitrator.

iii) In this clause, the expression, the CMD of the MSTC limited, means the director or any other person delegated to exercise the authority and the power of the Director due to his absence on duty or due to his non-availability for any reasons whatsoever.

iv) The Arbitrator, so appointed, will adjudicate upon all the disputes between the parties hereto.

v) The sole arbitrator appointed as stated above, will form time to time after his appoint-ment and throughout the arbitration proceedings, without delay, disclose to the parties in writing, any circumstances likely to give rise to justifiable doubts as to his indepen-dence or impartiality. The arbitrator will decide the questions, claims, disputes or differ-ence submitted to him by the parties in accordance with the substantive law for the time being on force in India.

vi) The Arbitrator will hear the cases independently and impartially and shall not represent the interest of any party.

vii) The arbitrator having personal interest in the case at the time of his appointment or any time subsequently thereafter must withdraw from his office himself and the parties also have the right to ask him to do so.

viii) The venue of arbitration will be place where the contract is concluded or at Kolkata be-ing the headquarters of the MSTC. The venue of arbitration shall be convenient to both the parties to the Arbitration.

ix) The question of procedure for conduct of the arbitration proceedings will be decided by the Arbitrator in consultation with the parties before proceeding with the reference. The arbitrator may hold preparatory meeting(s) for this purpose. In the preparatory meeting(s) as aforesaid, the Arbitrator, in consultation with the parties will also deter-mine the manner of talking evidence, the summoning of the expert evidence and all such matter for the expeditious disposal of the arbitration proceedings. The Arbitrator will be entitled to actually incurred expenses only, in respect of preparatory meeting(s).

x) The provisions of the Arbitration and Conciliation Act, 1996 and the rules farmed there under, if any and all modifications/amendments thereto shall deem to apply and/or be incorporated in this Contract as and when such modifications/amendments to Act/Rules are carried out.

xi) Work under the Contract will be continued by the Agency during the arbitration pro-ceedings and recourse to arbitration will not be a bar to continuance of the work or sup-ply.

ab) Concessions to MSME Units: As per the guidelines, issued by Ministry of Micro, Small & Medium Enterprise (MSME), Government of India regarding concessions for Micro & Small En-terprise Units registered with District Industries Centers or Khadi & Village Industries Commis-sion or Khadi & Village Industries Board or Coir Board or National Small Industries Corporation(NSIC) or Directorate of Handicrafts & Handloom or any other body specified by Ministry of Micro, Small & Medium Enterprise, have been considered by the MSTC for the fol-lowing concessions.i) Supply of Tender Documents

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The tender documents shall be issued to MSME bidders free of cost provided the tendered item is listed in the Registration Certificate of MSME.

ii) Exemption from payment of Bid Security /Earnest Money Deposit The MSME units registered with bodies as detailed above shall be given exemption from payment of Bid Security deposit provided the tendered item is listed in the Registration Cer-tificate of MSME.1. A proof regarding current registration with bodies as detailed above for the tendered

items will have to be attached along with the bid. 2. The enlistment certificate issued by bodies as detailed above should be current & valid

on the date of opening of bid.iii)Reservation of Quantity 1. 20 % of the Estimated Quantity /requirement in the tender shall be earmarked to be

procured from MSEs provided their quoted price is within the band of LI+15%. Out of this quantity, a sub target of 4% is earmarked to be procured from SC/ST owned eligible MSMEs. In case of non availability of SC/ST owned MSMEs, this 4% quantity shall be of-fered to other MSMEs.

2. The participating MSMEs in a tender, quoting price within the band of Ll+15% are also be allowed to supply a portion of the requirement by bringing down their price to the LI price arrived after tender evaluation. Such MSEMs shall be ordered to supply up to 20 % of the total tendered value. In case of more than one such eligible MSME, the supply will be shared equally.

3. However, the contract proposed to be awarded pursuant to this tender, being of indivis-ible nature, the same cannot be split up due to operational constraints towards perfor-mance of works. Accordingly, MSTC reserves the right, in appropriate cases, to award the contract in whole to MSME unit, who may otherwise qualify in the tender by fulfill-ing the prescribed eligibility requirement as per Para 2 leave in before stated, in pres -ence to the other bidders.

Note:a) The Micro, Small & Medium Enterprises (MSME) must meet the Tender / auction terms.b) MSME Bidders are exempted from deposit of the EMD. However, Security Deposit of

requisite amount shall be payable by these units in case they are awarded the contract. c) Reservation to the MSME Bidders will be given as per the Government Rules notified

from time to time.d) For MSME Bidders copy of the Registration Certificate must be enclosed in the Enve-

lope.e) If the MSME is owned by SC/ST entrepreneurs, the bidder shall furnish appropriate doc-

umentary evidence in this regard.

4.1 Duties of Watch & Ward:

a) The Watch & Ward of each shift is accountable for all functions during the shift.b) At the beginning of the shift he will completely take over charge from the outgoing Watch &

Ward & while himself leaving on completion of his duty will hand over charge to the incoming Watch & Ward in clear detail about the activities performed & works pending completion.

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c) During his duty the Watch & Ward will monitor the checking of all outgoing/incoming work-men, contract labour, Contractors & Vendors etc.

d) The Watch & Ward will ensure all phone calls are received promptly & where required the con-cerned message is noted down & passed on to the relevant persons / officials when they are available at the first next moment.

e) All Watch & Ward will report for duty ten minutes before their duty start time and will be well turned out.

f) While on duty the Watch & Ward will maintain a polite but FIRM behavior with the employees, contract labour, drivers and vendors etc. visiting the office.

g) Watch & Ward will not involve themselves in any of the activities they are supposed to check & prevent.

h) While on duty the Watch & Ward will work with eyes open, mind receptive & shall take initia-tive to find abnormalities.

i) No Watch & Ward, especially in night shift duty will ever be found sleeping. If found, PSA will be penalized suitably.

j) The Watch & Ward shall be duly trained in Fire safety operations. They should be trained to op-erate various fire extinguishers installed in the offices/colonies.

k) Any other duties assigned by the office (MSTC Ltd.).

5. TENDER SUBMISSION:Tender will be submitted in 'TWO' separate sealed envelopes as below: All the two (2) en -velopes should be numbered clearly and super scribed with our Tender ref. number, date, Ti -tle, Bid opening Date and bidder’s name and address. All two (2) envelopes may be enclosed within a single envelope; however bidder should mention the related details on this envelope.

Envelope-I: shall consist of Qualifying Requirements/Eligibility criteria(Annexure-I&II) documents, Technical offer, Name of firms where such services have been provided, PAN, Service Tax reg -istrations may be enclosed along with.

Envelope-II: shall consist of Price Bid (as per Annexure - III).

Above two envelopes enclosed in the one envelop clearly super scribing Tender details and con-tents inside the envelope (Envelope-I & Envelope-II) details shall be submitted by the bidder on schedule date and time as indicated in Tender.

6. EARNEST MONEY DEPOSITThe tenderers will be required to deposit a total amount of Rs. 20,000/- (Rupees Twenty Thousand Only) as Earnest Money, which will be converted as Security Deposit if the job is awarded. The se -curity Deposit will not be earning any interest. On completion of the contract satisfactorily, the Se-curity Deposit would be refunded to the successful tenderers on receipt of the confirmation of clearance of all final dues and satisfactorily fulfillment of statutory obligations. In the event of the successful tender committee any defect of contract terms the Security Deposit shall be forfeited. The EMD of unsuccessful tenderers will be refunded to them.

7. TENDER OPENING:a) First Part of Opening:

Envelope-I: Technical documents offer will be opened at 15:00 hours on 01.10.2016.

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Note:(i) All the supporting documents should be certified / attested by the bidder.(ii) In case any bidder fails to submit the documents in support of qualifying re-

quirements, the offer of the bidder shall be rejected and his commercial bid shall not be opened.

b) Second Part of Opening:

Envelope-II: The price bids (Annexure-III) of only those bidders who meet Qualifying Require-ments shall be opened. Opening date will be published on MSTC website or informed sepa-rately.Tenders shall be opened in presence of bidder/s, who may wish to be present.

c) Submission of Bid:

The Interested tenderers may submit their tender with all applicable attachments in sealed en-velope marked with ‘APPLICATION FOR OUTSOURCING OF WATCH & WARD SERVICES FOR OUR OFFICE IN KOLKATA FOR FY 2016-17’ along with documentary evidences in support of their details furnished above to reach this office must reach latest by 14.30 hrs on or before 10.10.2016. The Tender should be addressed to:

DGM ( P&A ) M S T C L i m i t e d, 225 C , A J C B o s e R o a d Ko lkat a- 700 020

Note: Tender received after the above mentioned date will not be considered for empanelment.

Bidders are requested to visit our website regularly for any amendment/ addendum/ corrigen-dum/ extension until last date.

8. TENDER REJECTION CRITERIA:a) Tender should be submitted in Two Bid system in two separate envelopes. The offers of the bid-

ders indicating/disclosing prices in techno-commercial (un-priced bid) or at any stage before opening of price-bid shall be straightaway rejected.

b) Telex/Telegraphic/Fax/e-Mail/Xerox/ offers and bids with scanned signature. Original bids which are not signed manually.

c) Tenders which do not confirm unconditional validity of the bid for 120 days from the date of opening of bid.

d) Offers where prices are not firm during the entire duration of the contract and/or with any qualifications.

e) Non-submission of Integrity Pact, duly signed by the same signatory who signs the bids as re-quired.

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ANNEXURE – IFORMAT OF COVERING LETTER

(On letter head of Firm/Proprietorship/Individual)

Date:

ToDGM (P&A)MSTC Limited225C A.J.C. Bose RoadKolkata - 700020

Sub: Quotation for outsourcing of Watch & Ward services for our office located in Kolkata

Dear Sir,

We enclose herewith the Particulars and Details of the Firm, Technical Proposal, Financial Proposal and Integrity Pact in connection with the above assignment.

We also state as follows:

a) We hereby declare that all the information and statements made in this Proposal are true and accept that any misinterpretation contained in it may lead to our disqualification.

b) The prices quoted by us in the Financial Proposal are valid till six months from the date of open -ing of bid. We confirm that this proposal will remain binding upon us.

c) Prices have been arrived independently without consultation, communication, agreement or understanding (for the purpose of restricting competition) with any competitor.

d) We agree to bear all costs incurred by us in connection with the preparation and submission of the proposal and to bear any further pre-contract costs.

e) We understand that MSTC Ltd. is not bound to accept the lowest or any proposal or to give any reason for award, or for the rejection of any proposal.

f) I confirm that I have authority of …………………… (Name of the firm) to submit the proposal and to negotiate on its behalf.

Thank You,

(Name of Authorized Signatory) Name of Firm

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ANNEXURE – II

PROFORMA FOR TECHNICAL BID

(On letter head of firm/Proprietorship/Individual)

For outsourcing of Watch & Ward services for MSTC Ltd., Kolkata contains the following details:

SL. NO. PARTICULARS

DETAILS (Supporting docu-ments where applicable are

required to be submitted along with this form)

1Whether registered company or registered partnership firm or a pro-prietorship concern.

2Whether obtained a license in accordance with section 4 & 7 of the Private Security Regulation Act 2005 issued by the state of West Ben-gal.

3 Income Tax return of last three years.

4 Audited Balance Sheets and Profit & Loss Accounts for the past three years.

5 Registration under Shops & Establishments Act.

6Valid certificate from ESI Corporation and should have been allotted with a code number by the ESIC.

7 Valid certificate under EPF & Miscellaneous Provisions Act 1952 and the PSA should have been submitting EPF contribution online.

8 Copy of labor license in Form VI as per Contract Labor Act.

9Documents proving compliance of Minimum Wages Act 1948 and other labor laws and rules to be submitted.

10 PSA’s office at Kolkata with telephone connection and e-mail facility.

11 PSA’s satisfactory service certificate from two Public sectors or Public sector Undertakings where it is presently providing security services.

12 The average turnover of the PSA during the last financial year should not be less than Rupees Fifty Lacs.

13 Registration with appropriate authority for Service Tax.

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ANNEXURE -IIIPROFORMA FOR PRICE BID

PRICE-BID(On letterhead of Firm/Proprietorship/Individual)

(For outsourcing of Watch & Ward services for our office at Kolkata for the Year 2016-17)

Rates are to be quoted in accordance with the Minimum Wages notified by Joint Labor Commissioner for security service, Govt. of West Bengal.

Minimum Wages applicable in Govt. of West BengalDetailed Calculation of Rates per Deployment

for Providing of Watch & Ward

8 HRS. 26 DAYS

Minimum Wages (Basic + DA)

4 Day’s National Holiday

Leave Allowance 18 days

Bonus @8.33% of wages (as per statute)

Gross wage

PF & Administration Charges@ 13.36% of wages

ESIC 4.75% on wages

Uniform

TOTAL

Service Charge @ ………. %

Total Rate

Service Tax @ ____%As applicable

GROSS AMOUNT

Note:

a) Basic & VDA should conform to the minimum wages fixed and revised from time to time, by the office of the labor commiss ioner West Bengal for employ-ment of secur ity services.

b) Service tax as per rules will be paid.c) Minimum Wages and statutory payments will be revised as per rules in vogue.

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I/We certify that while making payment to the Watch & Ward provided to MSTC, I/we will comply to the guidelines in accordance with provisions of Contract Labor Act, 1970 and the Minimum Wages Act 1948 of the state Govt. and make payment of salaries and other statutory payments to the said Watch & Ward in conformity with prevailing laws which include E.P.F., Bonus, ESI etc.

Signature: ___________________

Name & Designation of the Authorized Signatory: _________________________

Seal of the Firm/Proprietorship/Individual: ______________________

Date: ____________ Place: ____________

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ANNEXURE - IV

INTEGRITY PACTBetween

MSTC LTD, hereinafter, referred to as "MSTC",And

……………………….hereinafter referred to as "The Vendor/Service Provider/Buyer"

Preamble

WHREAS, MSTC is acting as an agent for the purpose of disposal/sale/booking/procure-ment of various commodities;

And WHEREAS, MSTC values full compliance with all relevant laws and regulations, and the principles of economical use of resources, and of fairness and transparency in its relations with its Principals.

In pursuance, thereto, the following clauses of the Integrity Pact will be applicable and this document shall be deemed to be an integral part of the Agency Agreement between us.

In order to achieve this goal, MSTC may seek cooperation of the renowned international Non-Governmental Organization "Transparency International" (TI). Following TI's national and international experience, MSTC may appoint an external independent Monitor who will monitor the tender/auction/e-auction/e-sale/e-booking process and the execution of the contract for compliance with the principles mentioned above.

IP-2Section – 1: Commitments of MSTCMSTC commits itself to take all measures necessary to prevent corruption and to observe the following principles:-a) No employee of MSTC, personally or through family members, will in connection with the

tender for, or the execution of a contract demand, take a promise for or accept, for him/herself or third person, any material or immaterial benefit which he/she is not legally enti-tled to.

b) MSTC will, during the tender/auction/e-auction/e-sale/e-booking process, provide to all Buyer(s)/Vendor(s) the same information and will not provide to any Buyer/Vendor confi-dential/additional information through which the Buyer/Vendor could obtain an advantage in relation to the tender/auction/e-auction/e-sale/e-booking process or the contract exe-cution.

c) MSTC will exclude from the process all known prejudiced persons.d) If MSTC obtains information on the conduct of any of its employees which is a criminal of-

fence under the relevant Anti-Corruption Laws of India, or if there be a substantive suspi-cion in this regard, MSTC will inform its Vigilance Office and in addition can initiate disci-plinary actions.

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Section – 2: Commitments of the Buyer/Vendor

The Buyer/Vendor commits himself to take all measures necessary to prevent corruption. He commits himself to observe the following principles during his participation in the tender/auction/e-auction/e-sale/e-booking/e-procurement process and during the contract execu-tion.

IP-2a) The Buyer/Vendor will not, directly or through any other person or firm, offer, promise or

give to MSTC, to any of MSTC's employees involved in the tender/auction/e-auction/e-sale/e-booking process or the execution of the contract or any third person any material or immaterial benefit which he/she is not legally entitled to, in order to obtain in exchange an advantage during the tender process or the execution of the contract.

b) The Buyer/Vendor will not enter with other Buyer(s) into any illegal agreement or under-standing, whether formal or informal. This applies in particular to prices, specifications, certifications, subsidiary contracts, submission or non-submission of bids or actions to re-strict competitiveness.

c) The Buyer/Vendor will not commit any criminal offence under the relevant Anti-Corruption Laws of India; further the Buyer/Vendor will not use improperly, for purposes of competi-tion or personal gain, or pass on to others, any information provided by MSTC as part of the business relationship, regarding plans technical proposals and business details, includ-ing information contained or transmitted electronically.

d) The Buyer/Vendor will, when presenting his bid, disclose any and all payments he has made, is committed to or intends to make to agents, brokers or any other intermediaries in connection with the award of the contract.

e) The Buyer/Vendor will not instigate third persons to commit offences outlined above or be an accessory to such offences.

IP-2

Section – 3: Disqualification from tender process and exclusion from future contracts

If the Buyer, before contract award, has committed a serious transgression through a viola-tion of Section 2 above or in any other form such as to put his reliability or credibility as Buyer into question, MSTC is entitled to disqualify the Buyer from the tender/auction/e-auction/e-sale/e-booking process or to terminate the contract, if already signed, for such reason.a) If the Buyer/Vendor has committed a serious transgression through a violation of Section 2

above such as to put his reliability or credibility into question, MSTC is entitled also to ex-clude the Buyer/Vendor from future contract award processes. The imposition and dura-tion of the exclusion will be determined by the severity of the transgression. The severity will be determined by the circumstances of the case, in particular the number of transgres-sions, the position of the transgressors within the company hierarchy of the Buyer and the amount of the damage. The exclusion will be imposed for a minimum of 6 months and maximum of 3 years.

b) If the Buyer/Vendor can prove that he has restored/recouped the damage caused by him and has installed a suitable corruption prevention system, MSTC may revoke the exclusion prematurely.

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c) A transgression is considered to have occurred if in light of available evidence no reason-able doubt is possible.

Section – 4: Compensation for Damages

a) If MSTC has disqualified the Buyer from the tender/auction/e-auction/e-sale/e-booking process prior to the award according to Section 3 above, MSTC is entitled to demand from the Buyer liqui -dated damages equivalent to 3% of the value of the offer.

b) If MSTC has terminated the contract according to Section 3, or if MSTC is entitled to terminate the contract according to Section 3, MSTC shall be entitled to demand from the Vendor liquidated damages equivalent to 5% of the contract value.

c) If the Buyer/Vendor can prove that the exclusion of the Buyer from the tender/auction/e-auction/e-sale/e-booking process or the termination of the contract after the contract award has caused no damage or less damage than the amount of the liquidated damages, the Buyer/Vendor has to com-pensate only the damage in the amount proved. If MSTC can prove that the amount of the damage caused by the disqualification of the Buyer before contract award or the termination of the con -tract after contract award is higher than the amount of the liquidated damages, it is entitled to claim compensation for the higher amount of damages.

Section – 5: Previous Transgressions

a) The Buyer declares that no previous transgressions occurred in the last 3 years with any other com-pany in any country conforming to the TI approach or with any other Public Sector Enterprise in In -dia that could justify his exclusion from the tender process.

b) If the Buyer makes incorrect statement on this subject, he can be disqualified from the tender process or the contract, if already awarded, can be terminated for such reason.

  IP-2

Section – 6: Equal treatments of all Buyer(s)/Vendor(s)

a. The Buyer/Vendor undertakes to demand from all subcontractor(s) a commitment consistent with this Integrity Pact, and to submit it to MSTC before contract signing.

b. MSTC will enter into agreements with identical conditions as this one with all Buyer(s), Vendor(s).c. MSTC will disqualify from the tender process all Buyer(s) who do not sign this Pact or violate its

provisions.

Section – 7: Criminal Charges against violating Buyer(s)/Vendor(s)

If MSTC obtains knowledge of conduct of a Buyer, Vendor or of an employee or a representative or an associate of a Buyer, Vendor which constitutes corruption, or if MSTC has substantive suspicion in this regard, MSTC will inform the Vigilance Office.

Section – 8: External Independent Monitor

a. MSTC may appoint competent and credible External Independent Monitor for this Pact. In such case the task of the Monitor is to review independently and objectively, whether and to what ex -tent the parties comply with the obligations under this agreement.

b. The Monitor is not subject to instructions by the representatives of the parties and performs his functions neutrally and independently. He reports to the Chairperson of the Board of MSTC.

IP-2c. The Monitor has the right of access without restriction to all Project documentation of MSTC. The

Vendor will also grant the Monitor, upon his request and demonstration of a valid interest, unlim -

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ited access to his project documentation. The Monitor is under contractual obligation to treat the information and documents of the Buyer/Vendor with confidentiality.

d. MSTC will provide to the Monitor sufficient information about all meetings among the parties re-lated to the project provided as meetings could have an impact on the contractual relations be-tween MSTC and the Vendor. The parties offer to the Monitor the option to participate in such meetings.

e. As soon as the Monitor notices, or believes to notice, a violation of this agreement, he will so in -form the Management of MSTC and request the Management to discontinue or heal the violation, or to take other relevant action. The Monitor can in this regard subject non-binding recommenda-tions. Beyond this, the Monitor has no right to demand from the parties that they act in a specific manner, refrain from action or tolerate action.

f. The Monitor will regularly submit a written report to the Chairperson of the Board of MSTC and, should the occasion arise, submit proposals for correcting problematic situations.

g. If the Monitor has reported to the Chairperson of the Board a substantiated suspicion of an offence under relevant Anti-Corruption Laws of India, and the Chairperson has not within reasonable time, taken visible action to proceed against such offence or reported it to the Vigilance Office, the Moni-tor may also transmit this information directly to the Central Vigilance Commissioner, Government of India.

IP-2

Section 9: Pact Duration

This Pact begins when both parties have legally signed it. It expires for the Vendor 12 months after the last payment under the respective contract, and for all other Buyers' 6 months after the contract has been awarded.

Section - 10 Other Provisions

a. This agreement is subject to Indian Law. Place of performance and jurisdiction is the Corporate Office of MSTC.

b. Changes and supplements as well as termination notices need to be made in writing. Side agree-ments have not been made.

c. If the Vendor is a partnership or a consortium, this agreement must be signed by all partners or consortium members.

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

____________________ _____________________ For MSTC Limited For Buyer/Vendor

Place: ___________ Witness 1: _________________Date: ___________ Witness 2: _________________

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