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Procurement of SAPH Basket for NTPC Projects

FOR

NTPC Dadri

(INTEGRITY PACT)

(To be submitted along with the Bid)

Between

NTPC LTD (hereinafter referred to as “The Employer”)

and

………………………… (hereinafter referred to as “The Bidder/Contractor“)

Preamble

The Employer invites the bids from all eligible bidders and intends to enter into contract for
Procurement of SAPH Basket for NTPC Projects with the successful bidder(s), as per
organizational systems and procedures. The Employer 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 Bidder(s) and/or Contractor(s).

In order to achieve these goals, the Employer will appoint an Independent External Monitor
(IEM), who will monitor the bidding process and the execution of the contract for compliance
with the principles mentioned above.

Section 1 Commitments of the Employer

1. The Employer Commits itself to take all measures necessary to prevent corruption and
to observe the following principles in this regard:-

a) No employee of the Employer, either in person or through family members

including relatives, will in connection with the bidding for or the execution of a
contract, demand or accept a promise for or accept for him/herself or for a third
person, any material or immaterial benefit to which he/she is not legally entitled
to.
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b) The Employer shall, during the bidding process treat all Bidders with equity and
reason. The Employer will, in particular, before and during the bidding process,
provide to all Bidders the same information and will not provide to any Bidder
confidential/additional information through which the Bidder(s) could obtain an
advantage in relation to the bidding process or the contract execution.

c) The Employer will exclude from the process all known prejudiced persons.

2. If the Employer obtains information on the conduct of any of its employees which is a
criminal offence under the IPC/PC Act or if there be a substantive suspicion in this
regard, the Employer will inform the Chief Vigilance Officer and in addition can initiate
disciplinary actions.

Section 2 Commitments and Undertakings by the Bidder/Contractor

1 The Bidder/Contractor commits and undertakes to take all measures necessary to

prevent malpractices & corruption. He commits himself to observe the following
principles during his participation in the bidding process and during the execution of
the contract:

a) The Bidder/ Contractor undertakes not to, directly or through any other person
or firm offer, promise or give or influence to any employee of the Employer
associated with the bidding process or the execution of the contract or to any
third person on their behalf any material or immaterial benefit which he/she is
not legally entitled, in order to obtain in exchange any advantage of any kind
whatsoever during the bidding process or during the execution of the contract.

b) The Bidder/ Contractor undertake not to enter into any undisclosed agreement
or understanding, whether formal or informal with other Bidders. This applies
in particular to prices, specifications, certifications, subsidiary contracts,
submission or non-submission of bids or any other action to restrict
competitiveness or to introduce cartelization in the bidding process.

c) The Bidder/Contractor undertakes not to commit any offence under the relevant
Anti-corruption Laws of India; further the Bidder/Contractor will not use
improperly, any information or document provided by the Employer as part of
the business relationship, regarding plans, technical proposals and business
details, including information contained or transmitted electronically for
purposes of competition or personal gain and will not pass the information so
acquired on to others.

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

2 The Bidder/ Contractor will not instigate and allure third persons/parties to commit
offences outlined above or be an accessory to such offences.

Section 3 Disqualification from Bidding Process and Exclusion from Future Contracts

1. If the Bidder(s)/ Contractor(s), before award or during execution has committed a

transgression through a violation of any provisions of Section 2 or in any other form so
as to put his reliability or credibility as Bidder into question, the Employer shall be
entitled to disqualify the Bidder(s)/ Contractor(s) from the bidding process or to
terminate the contract, if signed on that ground.

2. If the Bidder/ Contractor has committed a transgression through a violation of Section

2 such as to put his reliability or credibility into question, the Employer shall be entitled
to exclude including blacklist and put on holiday the Bidder/ Contractor for any future
tenders/contract award process. The imposition and duration of the exclusion will be
determined by the severity of the transgression. The severity will be determined by the
Employer taking into consideration the full facts and circumstances of each case
particularly taking into account the number of transgressions, the position of the
transgressors within the company hierarchy of the Bidder and the amount of the
damage. The exclusion will be imposed for a minimum of 3 years.

3. A transgression is considered to have occurred if the Employer after due consideration

of the available evidence concludes that no reasonable doubt is possible.

4. The Bidder with its free consent and without any influence agrees and undertakes to
respect and uphold the Employer’s absolute rights to resort to and impose such
exclusion and further accepts and undertakes not to challenge or question such
exclusion on any ground, including the lack of any hearing before the decision to resort
to such exclusion is taken. This undertaking is given freely and after obtaining
independent legal advice.

5. Subject to full satisfaction of the Employer, the exclusion of Bidder/ Contractor could
be revoked by the Employer if the Bidder/ Contractor can prove that he has restored/
recouped the damage caused by him and has installed a suitable corruption prevention
system in his organization.

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Section 4 Compensation for Damages including Forfeiture of Earnest Money Deposit/

Security Deposit/ Performance & Advance Bank Guarantees

1. If the Employer has disqualified the Bidder/ Contractor from the bidding process or has
terminated the contract pursuant to Section 3, the Employer shall forfeit the Earnest
Money Deposit/Bid Security, encash Contract Performance Bank Guarantees in
addition to excluding the bidder from the future award process and terminating the
contract.

2. In addition to 1 above, the Employer shall be entitled to take recourse to the relevant
provisions of the contract related to Termination of Contract due to Contractor’s
Default.

Section 5 Previous Transgressions

1 The Bidder swears on oath that no previous transgression occurred in the last three
years immediately before signing of this Integrity Pact, with any other company in any
country conforming to TI approach or including with any Public Sector Enterprise/
Undertaking in India or any Government Department in India that could justify bidder’s
exclusion from the tender process.

2 If the Bidder makes incorrect statement on this subject, Bidder can be disqualified from
the bidding process or the contract, if already awarded, can be terminated on this
ground.

Section 6 Company Code of Conduct

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

Section 7 Independent External Monitors

1 The Employer will appoint competent and credible Independent External Monitor for
this Pact. The task of the Monitor is to review independently and objectively, whether
and to what extent the parties comply with the obligations under this agreement.

2 The monitor is not subject to instructions by the representatives of the parties and
performs his functions neutrally and independently. He shall report to Chairman/CMD
of the Employer or a person authorized by him.

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3 The Bidder/Contractor accepts that the Monitor has the right to access without
restriction to all project documentations of the Employer including that provided by the
Contractor. The Contractor will also grant the Monitor, upon his request and
demonstration of a valid interest, unrestricted and unconditional access to this Project
Documentations. The same is applicable to Subcontractors. The Monitor is under
contractual obligation to treat the information and documents of the
Bidder/Contractor/Sub-Contractors/JV partners/Consortium member with
confidentiality.

4 The Employer 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 Employer and the Contractor. The parties
offer to the Monitor the option to participate in such meetings.

5 As soon as the Monitor notices, or believes to notice, a violation of this agreement, he

will so inform the Management of the Employer (Chairman/CMD of the Employer or a
person authorized by him) and request to discontinue or to take corrective action, or to
take other relevant action. The Monitor can in this regard submit non-binding
recommendations. 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. However,
Independent External Monitor shall give an opportunity to the Bidder/contractor to
present its case before making its recommendations to the Employer.

6 The Monitor will submit a written report to Chairman/CMD of the Employer or a person
authorized by him within 8-10 weeks from the date of reference or intimation to him by
the Employer and, should the occasion arise, submit proposals for correcting
problematic situations.

7 The Monitor shall be entitled to compensation on the same terms as being extended
to /provided to Independent Directors of NTPC Board.

8 If the Monitor has reported to Chairman/CMD of the Employer or a person authorized

by him a substantiated suspicion of an offence under relevant IPC/PC Act, and he has
not, within reasonable time, taken visible action to proceed against such offence or
reported it to the Chief Vigilance Officer, the Monitor may also transmit this information
directly to the Central Vigilance Commissioner, Government of India.

9 The word "Monitor" will include Singular or Plural.

Section 8 Pact Duration

This Pact comes into force from the date of signing by all the parties. It shall expire for the
Contractor 12 months after the last payment under the respective contract, and for all other
unsuccessful bidders 6 months after the contract has been awarded.

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Section 9 Miscellaneous Provisions

1 This Pact is subject to Indian Law. The place of performance and jurisdiction shall be
New Delhi.

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

3. 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.

4. If the Contractor is a JV partnership/Consortium/Associate, this agreement must be

signed by all the partners of JV/Consortium Partners/Associate as the case may be.

The Parties hereby sign this Integrity Pact at ……….on this ……. day of……..20….

DEEPAK Digitally
by DEEPAK
signed

TRIPATH TRIPATHI
Date: 2023.10.27
I 09:41:04 +05'30'

Employer Bidder/ Contractor

Witness Witness

1. _______ 1. _______

2. _______ 2. _______

Note: 1. The each page of Integrity Pact is to be signed and witnessed by the Signatory
who has signed the bid and the same is to be submitted in a separate sealed
envelope along with bid.

2. The word 'Employer' should be read as per BDS.