New Okhla Industrial Development Authority

Request for Proposals

for

Selection of Firm forProviding

Technology/Solutions for Improvement of
Water Quality in Noida Cityon BOT Basis
(10 Years)

March 2020

i
RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
 Contents
S. No. Contents Page No.
Request for Proposal 1
Disclaimer 2
Glossary 4

Invitation for Proposals 6

1 Introduction 7
2 Instructions to Applicants 11
A.General 11
B.Documents 22
C. Preparation and Submission of Proposal 25
D. Evaluation Process 31
E. Appointment of Firm 33
3 Criteria for Evaluation 36
4 Fraud and corrupt practices 41
5 Pre-Proposal Conference 43
6 Miscellaneous 44

Schedules 45
1 Terms of Reference 46
2 Form of Agreement 56
Annex-1: Terms of Reference 83
Annex-2: Deployment of Personnel 84
Annex-3: Cost of Service 85
Annex-4: Payment Schedule 86
Annex-5: Bank Guarantee for Performance Security 87
3 Guidance Note on Conflict of Interest 89

Appendices 92
1 Appendix-I: Technical Proposal 92
Form 1: Letter of Proposal 92
Form 2: Particulars of the Applicant 95
Form 3: Statement of Legal Capacity 98
Form 4: Power of Attorney 99
Form 5: Financial Capacity of Applicant 101
Form 6: Particulars of Key Personnel 102
Form 7: Proposed Methodology and Work Plan 103
Form 8: Abstract of Eligible Assignments of the Applicant 104
Form 9: Abstract of Eligible Assignments of Key Personnel 105
Form 10: Eligible Assignments of Applicant 106
Form 11: Eligible Assignments of Key Personnel 107

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RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
 Form 12: Curriculum Vitae (CV) of Professional Personnel 108
Form 13: Deployment of Personnel 110
Form 14: Survey and Field Investigations 111
2 Appendix-II: Financial Proposal 112
Form 1: Covering Letter 112
Form 2: Financial Proposal 113

3 Appendix-III: List of Bid-specific provisions 114

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RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
New Okhla Industrial Development Authority
Administrative Complex Sector 6, Noida -
201301, District. Gautam Budh Nagar,
Uttar Pradesh, India

Request for Proposal (RFP)

March, 2020

Notice: Request for Proposal (RFP) forSelection of Firm for Technology/Solutions for
Improvement of Water Quality in Noida City on BOT Basis (10 Years).

New Okhla Industrial Development Authority (NOIDA), intends to engage Firm for
Technology/Solutions for Improvement of Water Quality in Noida City on BOT
Basis,details of which have been provided in the RFP document.

NOIDA invites proposals for – Drinking Water Sector, from national/ international firms/
organizations/ institutions, which have requisite experience in this field as detailed in the
RFP. The salient features of the study, eligibility criteria and instructions on how to bid and
other details are available in the RFP document uploaded on the websites
https://www.noidaauthorityonline.in/en/tenders?cd=OAA1AA%3D%3D .
Important Information & tentative dates are given in section -1 of the RFP.
Interested applicants are requested to submit their response to the RFP in a sealed envelope
through Speed Post/ Registered Post or deliver by hand super scribing ―Selection of Firm for
Technology/Solutions for Improvement of Water Quality in Noida City on BOT Bas is
(10Years)on top of the envelope to the following address on or before 18/06/2020, Time :-
5:00P.M

The submission must be addressed to:

Shri B.M
PokhriyalDy.G.M (Jal)
New Okhla Industrial Development Authority
Sector-5, NOIDA (U.P) Pin code-201301
Email ID :- bmpokhriyaldgmnoida@gmail.com

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 1
Noida City on BOT Basis
 Disclaimer
The information contained in this Request for Proposals (RFP) document or subsequently
provided to Applicants, whether verbally or in documentary or any other form by or on behalf
of the Authority or any of its employees or advisers, is provided to applicants on the terms
and conditions set out in this RFP and such other terms and conditions subject to which such
information is provided.

This RFP is not an agreement and is neither an offer nor invitation by the Authority to the
prospective Applicants or any other person. The purpose of this RFP is to provide interested
parties with information that may be useful to them in the formulation of their Proposals
pursuant to this RFP. This RFP includes statements, which reflect various assumptions and
assessments arrived at by the Authority. Such assumptions, assessments and statements do
not purport to contain all the information that each Applicant may require. This RFP may not
be appropriate for all persons, and it is not possible for the Authority, its employees or
advisers to consider the objectives, technical expertise and particular needs of each party who
reads or uses this RFP. The assumptions, assessments, statements and information contained
in this RFP, may not be complete, accurate, adequate or correct. Each Applicant should,
therefore, conduct its own field survey, data collection andanalysis. To check the accuracy,
adequacy, correctness, reliability and completeness of the assumptions, assessments and
information contained in this RFP and obtain independent advice from appropriate sources.

Information provided in this RFP to the Applicants is on a wide range of matters, some of
which depends upon interpretation of law. The information given is not an exhaustive
account of statutory requirements and should not be regarded as a complete or authoritative
statement of law. The Authority accepts no responsibility for the accuracy or otherwise for
any interpretation or opinion on the law expressedherein.

The Authority, its employees and advisers make no representation or warranty and shall have
no liability to any person including any Applicant under any law, statute, rules or regulations
or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost
or expense which may arise from or be incurred or suffered on account of anything contained
in this RFP or otherwise, including the accuracy, adequacy, correctness, reliability or
completeness of the RFP and any assessment, assumption, statement or information
contained therein or deemed to form part of this RFP or arising in any way in this Selection
Process.

The Authority also accepts no liability of any nature whether resulting from negligence or
otherwise, howsoever caused, arising from reliance of any Applicant upon the statements
contained in this RFP.

The Authority may in its absolute discretion, but without being under any obligation to do so,
update, amend or supplement the information, assessment or assumption contained in this
RFP.

The issue of this RFP does not imply that the Authority is bound to select an Applicant or to
appoint the Selected Applicant, as the case may be, for the Firm and the Authority reserves
the right to reject all or any of the Proposals without assigning any reasons whatsoever.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis 2
The Applicant shall bear all its costs associated with or relating to the preparation and
submission of its Proposal including but not limited to preparation, copying, postage, delivery
fees, expenses associated with any demonstrations or presentations which may be required by
the Authority or any other costs incurred in connection with or relating to its Proposal.
All such costs and expenses will remain with the Applicant and the Authority shall not be
liable in any manner whatsoever for the same or for any other costs or other expenses
incurred by an Applicant in preparation or submission of the Proposal, regardless of the
conduct or outcome of the SelectionProcess.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 3
Noida City on BOT Basis
Glossary

Additional Costs As in Item H of Form-2 ofAppendix-II

Agreement As defined inSchedule-2
AgreementValue As defined in Clause 6.1.2 ofSchedule-2
ApplicableLaws As defined in Schedule-2
Applicant As defined in Clause2.1.1
Associate As defined in Clause 2.3.3
AuthorisedRepresentative As defined in Clause 2.13.3
Authority As defined in Clause1.1.1
Bid Security As defined in Clause 2.20.1
BOT Build–Operate–Transfer
CEO ChiefExecutiveOfficer
Conditionsof Eligibility As defined in Clause 2.2.1
ConflictofInterest As defined in Clause2.3.1

Firm As defined in Clause1.2

CV CurriculumVitae
Deliverables As defined in Paragraph 8 of Schedule-1
Documents As defined in Clause2.12
EffectiveDate As defined in Clause 2.1 ofSchedule-2
EligibleAssignments As defined in Clause3.1.4
FinalEvaluation Report As specified in Paragraph 10 ofSchedule-1
FinancialProposal As defined in Clause2.15.1
Formof Agreement Form of Agreement as inSchedule-2
INR,Re,Rs. Indian Rupee(s)
InceptionReport As specified in Paragraph 8 ofSchedule-1
IMFInternational Monetary Fund
Key Dateor KD As defined in Paragraph 9 ofSchedule-1
KeyPersonnel As defined in Clause2.1.4
LeadMember As defined in Clause2.1.1
LOA Letter ofAward
Member As defined in Clause 2.3.3(a)
NOIDA New Okhla Industrial Development Authority

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 4
Noida City on BOT Basis
Official Website As defined in Clause1.11.2
Personnel As defined in Clause 1.1.1(n) ofSchedule-2
ProfessionalPersonnel As defined in Clause2.14.6
ProhibitedPractices As defined in Clause4.1
Project As defined in Clause1.1.6
ProjectManager As defined in Clause 4.6 ofSchedule-2
Proposal As defined in Clause1.2
Proposal Due Dateor PDD As defined in Clauses 1.5 and 1.8
ResidentPersonnel As defined in Clause 1.1.1(o) ofSchedule-2
RFP As defined inDisclaimer
SelectedApplicant As defined in Clause1.6
SelectionProcess As defined in Clause1.6
Services As defined in Clause 1.1.1(q) ofSchedule-2
SoleFirm As defined in Clause2.1.1
StatementofExpenses As defined in Note 13, Form-2 ofAppendix-II
StatutoryAuditor An Auditor appointed under ApplicableLaws
SupportPersonnel As defined in Clause2.14.6
TeamLeader As defined in Clause2.1.4
TechnicalProposal As defined in Clause2.14.1
TOR As defined in Clause1.1.3
US$ United StatesDollar
WG As defined in Paragraph 12 of theTOR

The words and expressions beginning with capital letters and defined in this document shall,
unless repugnant to the context, have the meaning ascribed thereto herein.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis 5
 Invitation for Proposals

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 6
Noida City on BOT Basis
 1. INTRODUCTION

1.1. Background

 Constituted under the U.P. Industrial Area Development Act, 1976, NOIDA has now
emerged as a planned, integrated, modern industrial city which is well connected to the
capital of India i.e. Delhi through a network of roads, national highways and the ultra -
modern DND flyover, offering inter - road linkages to all parts of the country.
 Spread over an area of 20,316 hectares, with many sectors fully developed, NOIDA offers a
pollution-free high standard of living and highly supportive industrial environment with its
unique infrastructure.
 Noida Authority is committed for the augmentation of water supply in Noida and has taken
many steps in this direction. Authority has ensured average availability of 150LPCD (Litre
per capita per day) in residential areas of filtered Ganga Jal through an efficient network of
water treatment plants (WTP), Ranney well, Tube Well and about 1300-1400 (Approx.)
kms of water mains & distribution system.

 The Noida Authority aim to fulfill the goal of Government of Uttar Pradesh and
Government of India to provide safe potable water to their consumers under the flagship
program of Jal Shakti Abhiyan.

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RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
 1.1.1 In pursuance of the above, the NOIDA Authority has decided to carry out the process
for selection of a Firm for Technology/Solution for Improvement of Water
Quality in Noida City on BOT Basis (10 Years)(the―Project)inaccordancewith the
Terms ofReferencespecified at Schedule-1 (the―TOR).

1.2. Request forProposals

1.2.1 The NOIDAAuthority invitesproposals (the ―Proposals) forselectionofaFirm

for providing solution/Technology for the improvement of Water Quality
of Noida city,whoshall conduct,its own field survey, data collection and analysis, in
accordance with the TOR.

The NOIDA Authority intends to select the Firm through an open competitive bidding
process in accordance with the procedure set out herein.

1.3. Due diligence byApplicants

Applicants are encouraged to inform themselves fully about the assignment and the
local conditions before submitting the Proposal by paying a visit to the NOIDA
Authority, sending written queries to the Authority, and attending a Pre-Proposal
Conference on the date and time specified in Clause1.10.

1.4. Availability of RFPDocument

The document can be downloaded from the Official Website of the Noida Authority
(https://www.noidaauthorityonline.in/en/tenders) &
https://etender.up.nic.in/nicgep/app

1.5. Validity of the Proposal

The Proposal shall be valid for a period of not less than 90 days from the Proposal
DueDate(the―PDD).

1.6. Brief description of the SelectionProcess

The NOIDA Authority has adopted a two-stage selection process (collectively the
―Selection Process) for evaluating the Proposals comprising technical and financial
bids to be submitted in two separate sealed envelopes. In the first stage, a technical
evaluation will be carried out as specified in Clause 3.1. Based on this technical
evaluation, a list of short-listed applicants shall be prepared as specified in Clause 3.2.
In the second stage, a financial evaluation will be carried out as specified in Clause
3.3. Proposals will finally be ranked according to their combined technical and
financial scores as specified in Clause 3.4. The first ranked Applicant shall be selected
for negotiation (the ―SelectedApplicant) while the second ranked Applicant will be
kept in reserve.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis 8
 1.7. Currency conversion rate andpayment

1.71. For the purposes of technical evaluation of Applicants, as per US$ shall be considered
as the applicable currency conversion rate. In case of any other currency, the same
shall first be converted to US$ as on the date 60 (sixty) days prior to the Proposal Due
Date, and the amount so derived in US$ shall be converted into INR at the aforesaid
rate. The conversion rate of such currencies shall be the daily representative exchange
rates published by the International Monetary Fund (IMF) for the relevantdate.

1.72. All payments to the Firm shall be made in INR in accordance with the provisions of
this RFP. The Firm may convert INR into any foreign currency as per Applicable
Laws and the exchange risk, if any, shall be borne by theFirm.

1.8. Schedule of SelectionProcess

The Authority would endeavour to adhere to the following schedule:

Event Description Date

1. Last date for receiving [20 days prior to PDD]
queries/clarifications
2. Pre-Proposal Conference [16 days prior to PDD]

3. Authority response to queries [11 days prior to PDD]

4. Proposal Due Date or PDD 18th June 2020

5. Opening of Proposals On Proposal Due Date

6. Letter of Award (LOA) [Within 15 days of PDD]

7. Signing of Agreement Within 10 days of LOA

8. Validity of Applications 90 days of Proposal Due

Date
1.9. Pre-ProposalQueries

Prospective Applicants may address their queries to the nodal officer specified below:
Shri B.M Pokhriyal
Dy.G.M (Jal) , NOIDA
Sector-05, NOIDA
M:- 9205691027
Shri Mukesh Kumar Jain
Sr. Manager ( Jal ) M:- 9205691151
Shri Rakesh Kumar
Manager ( Jal ) M:- 9205691473
Email ID :- bmpokhriyaldgmnoida@gmail.com

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
9
 1.10. Pre-ProposalConference

Venue: To be communicated on the NOIDA Authority website

Further details regarding the Pre-proposal will be updated on the official website of
the Authority. Applicants may register for the same on or before Date by submitting
the following details of their representatives attending the pre-proposal conference at
the email address mentioned in clause 1.11: Name, Designation, Company, Mobile
number, Email Address, Sectors/Packages ofinterest.

1.11. Communications

1.11.1 All communications including the submission of Proposal should be addressedto:

Shri B.M Pokhriyal

Dy.G.M (Jal)

New Okhla Industrial Development Authority

Sector-5, NOIDA (U.P)

Uttar Pradesh,201301.
Email ID :- bmpokhriyaldgmnoida@gmail.com

1.11.2 The Official Website of the Authority is:

https://www.noidaauthorityonline.in/

Note: Please open http://noidaauthorityonline.in/en/tenders\cd=OAA1AA%3D%3D to

access all the posted and uploaded documents related to this RFP.

1.11.3 All communications, including the envelopes, should contain the following information,
to be marked at the top in boldletters:

RFP for Selection of Firm for Technology/Solutions for Improvement of Water

Quality in Noida City on BOT Basis (10Years).

10

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
 2. INSTRUCTIONS TOAPPLICANTS

A. GENERAL

2.1. Scope ofProposal

2.1.1 Detailed description of the objectives, scope of services, Deliverables and other
requirements relating to this Scope of work are specified in this RFP. In case an
applicant firm possesses the requisite experience and capabilities required for
undertaking the service provided, it may participate in the Selection Process either
individually(the―SoleFirm)orasleadmemberofaconsortiumoffirms(the ―Lead
Member)inresponsetothisinvitation.Thetermapplicant(the―Applicant)means the Sole
Firm or the Lead Member, as the case may be. The manner in which the Proposal is
required to be submitted, evaluated and accepted is explained in thisRFP.

2.1.2 Applicants are advised that the selection of Firm shall be on the basis of an evaluation
by the Authority through the Selection Process specified in this RFP. Applicants shall
be deemed to have understood and agreed that no explanation or justification for any
aspect of the Selection Process will be given and that the Authority’s decisions are
without any right of appealwhatsoever.

2.1.3 The Applicant shall submit its Proposal in the form and manner specified in this Part-
2 of the RFP. The Technical Proposal shall be submitted in the form at Appendix-I
and the Financial Proposal shall be submitted in the form at Appendix-II. Upon
selection, the Applicant shall be required to enter into an agreement with the
Authority in the form specified atSchedule-2.

2.1.4 KeyPersonnel

The Firm shall form a multi-disciplinary team for undertaking this assignment. The
Firm shall consist of the following key personnel (the ―Key Personnel). The key
personnel will comprise of core team and non-core team who shall discharge their
respective responsibilities as specified below:

Key Personnel Responsibilities

Core Team (Expected to be deployed full time over the entire duration of the assignment and
to be scored as a part of the bid evaluation)
Team Leader (the ―Team S/He will lead, co-ordinate and supervise the multidisciplinary
Leader) team fordelivering the Services in a time bound manner as
envisaged in this RFP and act as a focal point to the Authority
throughout the duration of the project.
S/He will be responsible for:
● Overall execution of the project.
● Accountable leadership providing guidance, problem
solving support and leading discussions with senior
stakeholders
● Ensure all deliverables and milestones are
satisfactorilydelivered.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 11
Noida City on BOT Basis
Deputy Team Leader S/He will assist the Team lead in leading, coordinating and
supervising the multidisciplinary team for time bound
completion of project.
S/He will be responsible for:
● Leading day-to-day management of theteam
● Project management of the project as per agreed
activities, timelines anddeliverables
● Communication relatedactivities
● Drive discussions with senior officials in the NOIDA
Authority.
● Sending periodic updates, and highlighting challenges
in projectexecution

Monitoring and Evaluation S/He will be responsible for:

Expert ● Organizing and overseeing the use of qualitative and
quantitative evaluationtechniques
● Designing primary data collection tools like discussion
guides for focus group discussions, agenda for in-
depth interviews and household-level survey
questionnaires and prepare a data analysisplan.
● Ensuring data quality of the primary data collected and
the use of latest analytical tools for qualitative and
quantitative dataanalysis

CAD/GIS Specialist S/he will be responsible for:

● Shall be responsible for CAD/GIS Map preparation
and updation.

Non-core Team (Expected to be deployed based on approach and methodology adopted

for the assignment and requirements of the client, but not to be evaluated as a part of
the bid)

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 12
Noida City on BOT Basis
InformationTechnology S/He will be responsible for:
Specialist ● Providing database support, standardizationetc.
Reviewing and assessing application of IT forproject
implementation, M&E etc.
● Ensuring IT-based primary data collection, surveys etc.
● Providing analysis, insights and inputs focusing on the
cross-sectional themes of use of IT/Technology in
drivingefficiency.
●
Drinking Water Specialist S/he will be responsible for:
 Providing subject matter/sector/domain expertise of the
proposedProject
 Shall be responsible for water quality monitoring at point
source and consumer end also.
 Fine tuning the methodology, preparation of analysis
plan, listing of secondary data sources, investigator
training and tool/ questionnaire design based on sector
expertise.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis 13
2.2 Conditions of Eligibility of Applicants

2.2.1 Applicants must read carefully the minimum conditions of eligibility(the

―Conditions of Eligibility) provided herein. Proposals of only those Applicants who
satisfy the Conditions of Eligibility will be considered for evaluation.

2.2.2 To be eligible for evaluation of its Proposal, the Applicant shall fulfil thefollowing:

(A) Technical Capacity: The Applicant should be a Private/ Public limited company or
partnership firm or expert institution with operations in India. Individuals are not
eligible to participate in this RFP. The Applicant shall have, over the past 5 (five)
years preceding the PDD, undertaken a minimum of 3 (three) Eligible General
Assignments and 1 (one) Eligible Specific Assignments as specified in Clause 3.1.4.
The Applicant (Bidder) should not have been blacklisted by the Central Government,
any State Government, a Statutory Authority, or a Public-Sector Undertaking, from
participating in any consultingassignment.

(B) Financial Capacity: The Applicant shall have received a minimum income of Rs. 50
(fifty) crores per annum from professional fees during each of the 3 (three) financial
years preceding the Proposal Due Date. For the purpose of evaluation, Applicants
having comparatively larger revenues from professional fees shall be given added
weightage. For the avoidance of doubt, professional fees hereunder refer to fees
received by the Applicant for providing advisory or services to itsclients.

(C) Availability of Key Personnel: The Applicant shall offer and make available all Key
Personnel meeting the requirements specified in Sub-clause (D)below.

(D) Conditions of Eligibility for Key Personnel: Each of the Key Personnel must fulfil
the Conditions of Eligibility specifiedbelow:
Key Personnel Educational Length of Experience on Eligible
Qualification Professional Assignments
Experience
Core Team (Expected to be deployed full time over the entire duration of the assignment and
to be scored as a part of the bid evaluation)
Team Leader Postgraduate degree in 25 years S/he should have led the
Public Health/ Ph.D. in team for 2 (two) Eligible
related field(s). General Assignments and 1
(one) Eligible Specific
Assignment. S/he should
have an experience of
minimum 15 years in
Drinking Water sector

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 14
Noida City on BOT Basis
Deputy Team MBA or Postgraduate 15 years S/He should have
Leader Diploma in Management participated in at
or equivalent least 2 (two) Eligible
General Assignments
and been deputy
leader of 1 (one)
Eligible Specific
Assignment.

Monitoring and Postgraduate degree in 10 years S/He should have

Evaluation International undertaken M&E advisory
Expert Development, Economics, and analysis for at least 1
Econometrics, Political (one) Eligible General
Science, Statistics or Assignments and 2 (two)
related fields. Eligible Specific
Diploma/training courses Assignment.
in M&E or Evaluations
research preferred.

CAD/GIS Graduate in a relevant 5 years S/He should have

Specialist discipline undertaken in the use of
CAD/GIS for water
network drawing works
and analysis for at least 2
(two) Eligible General
Assignments and 1
Eligible Specific
Assignment and should
have experience of leading
at least 1 evaluation of
large-scale projects
preferably government
projects.
Non-core Team (To be deployed based on approach and methodology adopted for the
assignment and requirements of the client, but will not be evaluated as a part of the
bid)
Information B. Tech/ B.E. or 7 years S/He should have undertaken
Technology equivalent in Information technological support for 2
Specialist Technology, Computer (two) Eligible General
Applications or Masters in Assignments
Computer Applications or
related fields

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 15
Noida City on BOT Basis
Drinking Postgraduate degree in 10 years S/He should have experience
Water Environmental in the field of Conjunctive
Specialist Engineering/ use of water, planning and
Hydrology/Water management, conducting
Resources Management or Surveys, Investigations,
related field(s). Ph.D. is estimation of re-charge,
preferred Withdrawals and Utilization
of Ground Water, Ground
Water Balance and Ground
Water Monitoring including
Water Quality. S/He should
have undertaken 2 (two)
Eligible General
Assignments

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 16
Noida City on BOT Basis
2.2.3 The Applicant shall enclose with its Proposal, certificate(s) from its Statutory
Auditors1$ stating its total revenues from professional fees during each of the (three)
financial years preceding the PDD and the fee received in respect of each of the
Eligible Assignments specified in the Proposal. In the event that the Applicant does
not have a statutory auditor, it shall provide the requisite certificate(s) from the firm of
Chartered Accountants that ordinarily audits the annual accounts of theApplicant.

2.2.4 The Applicant should submit a Power of Attorney as per the format at Form-4 of
Appendix-I; provided, however, that such Power of Attorney would not be required if
the Application is signed by a partner of the Applicant, in case the Applicant is a
partnership firm or limited liabilitypartnership.

2.2.5 Any entity which has been barred by the Central Government, any State Government,
a statutory authority or a public sector undertaking, as the case may be, from
participating in any project, and the bar subsists as on the date of Proposal, would not
be eligible to submit a Proposal either by itself or through itsAssociate.

2.2.6 An Applicant or its Associate should have, during the last three years, neither failed to
perform on any agreement, as evidenced by imposition of a penalty by an arbitral or
judicial authority or a judicial pronouncement or arbitration award against the
Applicant or its Associate, nor been expelled from any project or agreement nor have
had any agreement terminated for breach by such Applicant or itsAssociate.

2.2.7 While submitting a Proposal, the Applicant should attach clearly marked and
referenced continuation sheets in the event that the space provided in the specified
forms in the Appendices is insufficient. Alternatively, Applicants may format the
specified forms making due provision for incorporation of the requestedinformation.

1
$ No separate annual financial statements should be submitted.
RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 17
Noida City on BOT Basis
2.3 Conflict ofInterest

2.3.1 An Applicant shall not have a conflict of interest that may affect the Selection Process
(the - Conflict ofInterest). Any Applicantfoundtohavea Conflict of Interest shall be
disqualified. In the event of disqualification, the Authority shall forfeit and
appropriate the Bid Security as mutually agreed genuine pre- estimated compensation
and damages payable to the Authority for, inter alia, the time, cost and effort of the
Authority including consideration of such Applicant‘s Proposal, without prejudice to
any other right or remedy that may be available to the Authority hereunder
orotherwise.

2.3.2 The Authority requires that the Firm provides professional, objective, and impartial
advice and at all times hold the Authority’s interest’s paramount, avoid conflicts with
other assignments or its own interests, and act without any consideration for future
work. The Firm shall not accept or engage in any assignment that would be in conflict
with its prior or current obligations to other clients, or that may place it in a position
of not being able to carry out the assignment in the best interests of theAuthority.

2.3.3 Some guiding principles for identifying and addressing Conflicts of Interest have been
illustrated in the Guidance Note at Schedule-3. Without limiting the generality of the
above, an Applicant shall be deemed to have a Conflict of Interest affecting the
Selection Process,if:

(a ) theApplicant,itsconsortiummember(the―Member)orAssociate(orany
constituent thereof) and any other Applicant, its consortium member or
Associate (or any constituent thereof) have common controlling shareholders
or other ownership interest; provided that this disqualification shall not apply
in cases where the direct or indirect shareholding or ownership interest of an
Applicant, its Member or Associate (or any shareholder thereof having a
shareholding of more than 5% (five per cent) of the paid up and subscribed
share capital of such Applicant, Member or Associate, as the case may be) in
the other Applicant, its consortium member or Associate is less than 5 per cent
of the subscribed and paid up equity share capital thereof; provided further
that this disqualification shall not apply to any ownership by a bank, insurance
company, pension fund or a public financial institution referred to in sub-
section (72) of section 2 of the Companies Act, 2013. For the purposes of this
Clause 2.3.3(a), indirect shareholding held through one or more intermediate
personsshallbecomputedasfollows:(aa)whereanyintermediaryiscontrolled by a
person through management control or otherwise, the entire shareholding held
by such controlled intermediary in any other person
(the―SubjectPerson)shallbetakenintoaccountforcomputingtheshareholding of
such controlling person in the Subject Person; and (bb) subject always to sub-
clause (aa) above, where a person does not exercise control over an
intermediary, which has shareholding in the Subject Person, the computation
of indirect shareholding of such person in the Subject Person shall be
undertaken on a proportionate basis; provided, however, that no such
shareholding shall be reckoned under this sub-clause (bb) if the shareholding
of such person in the intermediary is less than 26% (twenty six per cent) of the
subscribed and paid up equity shareholding of such intermediary;or

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2.3.3.1 a constituent of such Applicant is also a constituent of another Applicant;or

2.3.3.2 such Applicant or its Associate receives or has received any direct or indirect
subsidy or grant from any other Applicant or its Associate;or

2.3.3.3 such Applicant has the same legal representative for purposes of this Application as
any other Applicant;or

2.3.3.4 such Applicant has a relationship with another Applicant, directly or through
common third parties, that puts them in a position to have access to each other’s
information about, or to influence the Application of either or each of the other
Applicant;or

2.3.3.5 there is a conflict among this and other consulting assignments of the Applicant
(including its personnel and Firm) and any subsidiaries or entities controlled by such
Applicant or having common controlling shareholders. The duties of the Firm will
depend on the circumstances of each case. While providing services to the Authority
for this particular assignment, the Firm shall not take up any assignment that by its
nature will result in conflict with the present assignment;or

2.3.3.6 a firm which has been engaged by the Authority to provide goods or works or
services for a project, and its Associates, will be disqualified from providing
consulting services for the same project save and except as provided in Clause 2.3.4;
conversely, a firm hired to provide consulting services for the preparation or
implementation of a project, and its Members or Associates, will be disqualified
from subsequently providing goods or works or services related to the same
project;or

the Applicant, its Member or Associate (or any constituent thereof), and the
bidder or Concessionaire, if any, for the Project, its contractor(s) or sub-
contractor(s) (or any constituent thereof) have common controlling
shareholders or other ownership interest; provided that this disqualification
shall not apply in cases where the direct or indirect shareholding or ownership
interest of an Applicant, its Member or Associate (or any shareholder thereof
having a shareholding of more than 5% (five per cent) of the paid up and
subscribed share capital of such Applicant, Member or Associate, as the case
may be,) in the bidder or Concessionaire, if any, or its contractor(s) or sub-
contractor(s) is less than 5% (five per cent) of the paid up and
subscribedsharecapital of such Concessionaire or its contractor(s) or sub-
contractor(s); provided further that this disqualification shall not apply to
ownership by a bank, insurance company, pension fund or a Public Financial
Institution referred to in sub-section (72) of section 2 of the Companies Act,
2013. For the purposes of this sub-clause (h), indirect shareholding shall be
computed in accordance with the provisions of sub-clause (a)above.

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19
 For purposes of this RFP, Associate means, in relation to the Applicant, a person
who controls, is controlled by, or is under the common control with such Applicant
(the ―Associate‖). As used in this definition, the expression ―control‖ means, with
respect to a person which is a company or corporation, the ownership, directly or
indirectly, of more than 50% (fifty per cent) of the voting shares of such person, and
with respect to a person which is not a company or corporation, the power to direct
the management and policies of such person by operation of law or by contract.

2.3.4 An Applicant eventually appointed to provide service for this Project, and its
Associates, shall be disqualified from subsequently providing goods or works or
services related to the construction and operation of the same Project and any breach
of this obligation shall be construed as Conflict of Interest; provided that the
restriction herein shall not apply after a period of 5 (five) years from the completion
of this assignment granted by banks/ lenders at any time; provided further that this
restriction shall not apply to advisory services performed for the Authority in
continuation of this or any subsequent advisory services performed for the Authority
in accordance with the rules of the Authority. For the avoidance of doubt, an entity
affiliated with the Firm shall include a partner in the firm or a person who holds more
than 5% (five per cent) of the subscribed and paid up share capital of the Firm, as the
case may be, and any Associatethereof.

2.4 Number ofProposals

RFPhave been invited for Drinking Water Sector.

No Applicant or its Associate shall submit more than one Application. An Applicant
applying individually or as an Associate shall not be entitled to submit another
application for the same either individually or as a member of any consortium, as the
case may be.

2.5 Cost ofProposal

The Applicants shall be responsible for all of the costs associated with the preparation
of their Proposals and their participation in the Selection Process including subsequent
negotiation, visits to the Authority etc. The Authority will not be responsible or in any
way liable for such costs, regardless of the conduct or outcome of the
SelectionProcess.

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2.6 Verification ofinformation

Applicants are encouraged to submit their respective Proposals after verification of

the documents, within the purview of this RFP and the Applicable Laws and
regulations or any other matter considered relevant bythem.

2.7 Acknowledgement byApplicant

2.7.1 It shall be deemed that by submitting the Proposal, the Applicanthas:

(a) made a complete and careful examination of theRFP;
(b) received all relevant information requested from theAuthority;
(c) acknowledged and accepted the risk of inadequacy, error or mistake in the
information provided in the RFP or furnished by or on behalf of the Authority or
relating to any of the matters referred to in Clause 2.6above;
(d) satisfied itself about all matters, things and information, including matters referred to
in Clause 2.6 herein above, necessary and required for submitting an informed
Application and performance of all of its obligationsthereunder;
(e) acknowledged that it does not have a Conflict of Interest;and
(f) agreed to be bound by the undertaking provided by it under and in termshereof.
2.7.2 TheAuthority shall not be liable for any omission, mistake or error on the part of the
Applicant in respect of any of the above or on account of any matter or thing arising out of
or concerning or relating to RFP or the Selection Process, including any error or mistake
therein or in any information or data given by theAuthority.

2.8 Right to reject any or allProposals

2.8.1 Notwithstanding anything contained in this RFP, theAuthority reserves the right to
accept or reject any Proposal and to annul the Selection Process and reject all
Proposals, at any time without any liability or any obligation for such acceptance,
rejection or annulment, and without assigning any reasonsthereof.

2.8.2 Without prejudice to the generality of Clause 2.8.1, the Authority reserves the right to
reject any Proposalif:

(a) at any time, a material misrepresentation is made or discovered,or

(b) the Applicant does not provide, within the time specified by the Authority, the
supplementalinformationsoughtbytheAuthorityforevaluationoftheProposal.

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 Misrepresentation/ improper response by the Applicant may lead to the
disqualification of the Applicant. If the Applicant is the Lead Member of a
consortium,thentheentireconsortiummaybedisqualified/rejected.Ifsuch disqualification
/ rejection occurs after the Proposals have been opened and the highest-ranking
Applicant gets disqualified / rejected, then the Authority reserves the right to consider
the next best Applicant, or take any other measure as may be deemed fit in the sole
discretion of the Authority, including annulment of the Selection Process.

B. DOCUMENTS

2.9 Contents of theRFP

This RFP comprises the Disclaimer set forth hereinabove, the contents as listed below
and will additionally include any Addendum / Amendment issued in accordance with
Clause 2.11:

Request for Proposal

1 Introduction
2 Instructions to Applicants
3 Criteria for Evaluation
4 Fraud and corrupt practices
5 Pre-Proposal Conference
6 Miscellaneous

Schedules
1 Terms of Reference
2 Form of Agreement
Annex-1: Terms of Reference Annex-2:
Deployment of Personnel
Annex-3: Estimate of Personnel Costs
Annex-4: Approved Firm(s) Annex-5:
Cost of Services
Annex-6: Payment Schedule
Annex-7: Bank Guarantee for Performance Security

3 Guidance Note on Conflict of Interest

Appendices

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 Appendix-I: Technical Proposal
Form-1: Letter of Proposal
Form-2: Particulars of the Applicant
Form-3: Statement of Legal Capacity

Form-4: Power of Attorney

Form-5: Financial Capacity of Applicant
Form-6: Particulars of Key Personnel
Form-7: Proposed Methodology and Work Plan
Form-8: Abstract of Eligible Assignments of Applicant
Form-9: Abstract of Eligible Assignments of Key Personnel
Form-10: Eligible Assignments of Applicant
Form-11: Eligible Assignments of Key Personnel
Form-12: Curriculum Vitae (CV) of Key Personnel
Form-13: Deployment of Personnel
Form-14: Survey and Field Investigations

Appendix–II: Financial Proposal

Form-1: Covering Letter
Form-2: Financial Proposal
Form-3: Estimate of Personnel Costs

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2.10 Clarifications

2.10.1Applicants requiring any clarification on the RFP may send their queries to the
Authority in writing by speed post/ courier/ special messenger or by e-mail so as to reach
before the date mentioned in the Schedule of Selection Process at Clause 1.8. The envelopes
shall clearly bear the followingidentification:

"Queries concerningRFPfor ............... (name ofAssignment)"

The Authority shall endeavour to respond to the queries within the period specified
therein but not later than 7 (seven) days prior to the Proposal Due Date. The responses
will be sent by e-mail. The Authority will post the reply to all such queries on the
Official Website without identifying the source of queries.

2.10.2 The Authority reserves the right not to respond to any questions or provide any
clarifications, in its sole discretion, and nothing in this Clause 2.10 shall be construed as obliging
the Authority to respond to any question or to provide anyclarification.

2.11 Amendment ofRFP

2.11.1 At any time prior to the deadline for submission of Proposal, the Authority may, for
any reason, whether at its own initiative or in response to clarifications requested by
an Applicant, modify the RFP document by the issuance of Addendum/ Amendment
and posting it on the OfficialWebsite.
2.11.2 All such amendments be posted on the Official Website along with the revised RFP
containing the amendments and will be binding on allApplicants.

2.11.3 In order to afford the Applicants a reasonable time for taking an amendment into
account, or for any other reason, the Authority may, in its sole discretion, extend the
Proposal DueDate.

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 C. PREPARATION AND SUBMISSION OFPROPOSAL

2.12 Language

The Proposal with all accompanying documents (the ―Documents) andall

communications in relation to or concerning the Selection Process shall be in English
language and strictly on the forms provided in this RFP. No supporting document or
printed literature shall be submitted with the Proposal unless specifically asked for
and in case any of these Documents is in another language, it must be accompanied by
an accurate translation of the relevant passages in English, in which case, for all
purposes of interpretation of the Proposal, the translation in English shallprevail.

2.13 Format and signing ofProposal

2.13.1 The Applicant shall provide all the information sought under this RFP. The Authority
would evaluate only those Proposals that are received in the specified forms and
complete in allrespects.

2.13.2 The Applicant shall prepare one original set of the Proposal (together with originals/
copies of Documents required to be submitted along therewith pursuant to this RFP)
and clearlymarked―ORIGINAL. In addition, theApplicantshallsubmit2(two)
copiesoftheProposal,alongwithDocuments,marked―COPY.Intheeventofany
discrepancy between the original and its copies, the original shallprevail.

2.13.3 The Proposal, and its copy, shall be typed or written in indelible ink and signed by the
authorized signatory of the Applicant who shall initial each page, in blue ink. In case
of printed and published Documents, only the cover shall be initialled. All the
alterations, omissions, additions, or any other amendments made to the Proposal shall
be initialled by the person(s) signing the Proposal. The Proposals must be properly
signed by the authorizedrepresentative (the ―AuthorizedRepresentative) as
detailedbelow:
2.13.3.1 by the proprietor, in case of a proprietary firm;or
2.13.3.2 by a partner, in case of a partnership firm and/or a limited liability
partnership;or
2.13.3.3 by a duly authorized person holding the Power of Attorney, in case of a
Limited Company or a corporation;or

3
$ While extending the Proposal Due Date on account of an addendum, the Authority shall have due regard for
the time required by Applicants to address the amendments specified therein. In the case of significant
amendments, at least 15 (fifteen) days shall be provided between the date of amendment and the Proposal Due
Date, and in the case of minor amendments, at least 7 (seven) days shall be provided. 25

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 2.13.3.4 by the Authorized Representative of the Lead Member, in case
ofconsortium.

A copy of the Power of Attorney certified under the hands of a partner or director of
the Applicant and notarised by a notary public in the form specified in Appendix-I
(Form-4) shall accompany the Proposal.

2.13.4 Applicants should note the Proposal Due Date, as specified in Clause 1.8, for
submission of Proposals. Except as specifically provided in this RFP, no
supplementary material will be entertained by the Authority, and that evaluation will
be carried out only on the basis of Documents received by the closing time of
Proposal Due Date as specified in Clause 2.17.1. Applicants will ordinarily not be
asked to provide additional material information or documents subsequent to the date
of submission, and unsolicited material if submitted will be summarily rejected. For
the avoidance of doubt, the Authority reserves the right to seek clarifications under
and in accordance with the provisions of Clause2.24.

2.14 TechnicalProposal

2.14.1 Applicants shall submit the technical proposal in the formats at Appendix-I(the
―Technical Proposal).

2.14.2 While submitting the Technical Proposal, the Applicant shall, in particular, ensure
that:
2.14.2.1 The Bid Security isprovided
2.14.2.2 All forms are submitted in the prescribed formats and signed by the
prescribed signatories;
2.14.2.3 Power of Attorney, if applicable, is executed as per ApplicableLaws;
2.14.2.4 CVs of all Professional Personnel have beenincluded;
2.14.2.5 Key Personnel have been proposed only if they meet the Conditions of
Eligibility laid down at Clause 2.2.2 (D) of theRFP;
2.14.2.6 no alternative proposal for any Key Personnel is being made and only one
CV for each position has beenfurnished;
2.14.2.7 the CVs have been recently signed and dated in blue ink by the respective
Personnel and countersigned by the Applicant. Photocopy or unsigned /
countersigned CVs shall be rejected;
2.14.2.8 the CVs shall contain an undertaking from the respective Key Personnel
about his/her availability for the duration specified in theRFP;
2.14.2.9 Professional Personnel proposed have good working knowledge of
English language;
2.14.2.10 Key Personnel would be available for the period indicated in theTOR;
2.14.2.11 No Key Personnel should have attained the age of 75 (seventy-five) years
at the time of submitting the proposal;and
2.14.2.12 the proposal is responsive in terms of Clause2.22.3.

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2.14.3 Failure to comply with the requirements spelt out in this Clause 2.14 shall make the
Proposal liable to berejected.

2.14.4 If an individual Key Personnel makes a false averment regarding his qualification,
experience or other particulars, or his commitment regarding availability for the
Project is not fulfilled at any stage after signing of the Agreement, he shall be liable to
be debarred for any future assignment of the Authority for a period of 5 (five) years.
The award of this Project to the Applicant may also be liable to cancellation in such
anevent.

2.14.5 The Technical Proposal shall not include any financial information relating to the
FinancialProposal.

2.14.6 Theproposed teamshallbe composedof experts andspecialists(the―Professional

Personnel)intheirrespectiveareasofexpertiseandmanagerial/supportstaff(the
―Support Personnel) suchthattheFirmshouldbeabletocompletetheProject within
the specified time schedule. The Key Personnel specified in Clause 2.1.4 shall be
included in the proposed team of Professional Personnel. Other competent and
experienced Professional Personnel in the relevant areas of expertise must be added as
required for successful completion of this Project. The CV of each such Professional
Personnel, if any, should also be submitted in the format at Form-12 of Appendix-I.

2.14.7 An Applicant may, if it considers necessary, propose suitable Firms in specific areas
of expertise. Credentials of such Firms should be submitted in Form-15 of Appendix-
I. A Firm, however, shall not be a substitute for any KeyPersonnel.

2.14.8 The Authority reserves the right to verify all statements, information and documents,
submitted by the Applicant in response to the RFP. Any such verification or the lack
of such verification by the Authority to undertake such verification shall not relieve
the Applicant of its obligations or liabilities hereunder nor will it affect any rights of
the Authoritythereunder.

2.14.9 In case it is found during the evaluation or at any time before signing of the
Agreement or after its execution and during the period of subsistence thereof, that one
or more of the eligibility conditions have not been met by the Applicant or the
Applicant has made material misrepresentation or has given any materially incorrect
or false information, the Applicant shall be disqualified forthwith if not yet appointed
as the Firm either by issue of the LOA or entering into of the Agreement, and if the
Selected Applicant has already been issued the LOA or has entered into the
Agreement, as the case may be, the same shall, notwithstanding anything to the
contrary contained therein or in this RFP, be liable to be terminated, by a
communication in writing by the Authority without the Authority being liable in any
manner whatsoever to the Applicant or Firm, as the case maybe.

In such an event, the Authority shall forfeit and appropriate the Bid Security as
mutually agreed pre-estimated compensation and damages payable to the Authority
for, inter alia, time, cost and effort of the Authority, without prejudice to any other
right or remedy that may be available to the Authority.

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2.15 FinancialProposal

2.15.1 Applicants shall submit the financial proposal in the formats at Appendix-II(the
―Financial Proposal) clearly indicating the total cost of the Technology/solution on
BOT For 10 years (Item [G] of Form-2 of Appendix-II) in both figures and words, in
Indian Rupees, and signed by the Applicant’s Authorized Representative. In the event
of any difference between figures and words, the amount indicated in words shall
prevail. In the event of a difference between the arithmetic total and the total shown in
the Financial Proposal, the lower of the two shall prevail.

2.15.2 While submitting the Financial Proposal, the Applicant shall ensure thefollowing:

(i) All the costs associated with the assignment shall be included in the Financial
Proposal. These shall normally cover remuneration for all the Personnel
(Resident, in the field, office etc.), accommodation, air fare, equipment,
printing of documents, surveys, geo-technical investigations etc. The total
amount indicated in the Financial Proposal shall be without any condition
attached or subject to any assumption, and shall be final and binding. In case
any assumption or condition is indicated in the Financial Proposal, it shall be
considered non-responsive and liable to berejected.

(ii) The Financial Proposal shall take into account all expenses and tax liabilities.
For the avoidance of doubt, it is clarified that all taxes shall be deemed to be
included in the costs shown under different items of the Financial Proposal.
Further, all payments shall be subject to deduction of taxes at source as per
Applicable Laws.

(iii) Costs (including break down of costs) shall be expressed inINR.

2.16 Submission ofProposal

2.16.1 The Applicants shall submit the Proposal in hard bound form with all pages numbered
serially and by giving an index of submissions. Each page of the submission shall be
initialled by the Authorized Representative of the Applicant as per the terms of the
RFP. In case the proposal is submitted on the document downloaded from Official
Website, the Applicant shall be responsible for its accuracy and correctness as per the
version uploaded by the Authority and shall ensure that there are no changes caused in
the content of the downloaded document. In case of any discrepancy between the
downloaded or photocopied version of the RFP and the original RFP issued by the
Authority, the latter shallprevail.

2.16.2 The Proposal will be sealed in an outer envelope which will bear the address of the
Authority,RFPNoticenumber,Firm nameasindicatedatClauses1.11.1and
1.11.3 and the name and address of the Applicant. It shall bear on top, the following:

―Donot open, except inpresenceof theAuthorizedPersonof the NOIDAAuthority

If the envelope is not sealed and marked as instructed above, the Authority assumes
no responsibility for the misplacement or premature opening of the contents of the
Proposal submitted and consequent losses, if any, suffered by theApplicant.

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2.16.3 The aforesaid outer envelope will contain two separate sealed envelopes, one clearly
marked “Technical Proposal”and the other clearly marked “Financial Proposal”.
Theenvelope marked―Technical Proposalshallcontain:

(i) Application in the prescribed format (Form-1 of Appendix-I) along with

Forms 2 to 15 of Appendix-I and supporting documents;and

(ii) Bid security

(iii) as specified in Clause2.20.1

The envelope marked ―Financial Proposalshall contain the Financial Proposal in the
prescribed format (Forms 1, 2 & 3 of Appendix-II).

2.16.4 The Technical Proposal and Financial Proposal shall be typed or written in indelible
ink and signed by the Authorized Representative of the Applicant. All pages of the
original Technical Proposal and Financial Proposal must be numbered and initialled
by the person or persons signing theProposal.

2.16.5 The completed Proposal must be delivered on or before the specified time on Proposal
Due Date. Proposals submitted by fax, telex, telegram or e-mail shall not be
entertained.

2.16.6 The Proposal shall be made in the Forms specified in this RFP. Any attachment to
such Forms must be provided on separate sheets of paper and only information that is
directly relevant should be provided. This may include photocopies of the relevant
pages of printed documents. No separate documents like printed annual statements,
company brochures, copy of contracts etc. will beentertained.

2.16.7 The rates quoted shall be firm throughout the period of performance of the assignment
up to and including acceptance of the Service for Improvement of Water quality in
Noida City by providing Technology/Solution on BOT Basis and discharge of all
obligations of the Firm under theAgreement.

2.17 Proposal DueDate

2.17.1 Proposal should be submitted at or before 11:00 (A.M) on the Proposal Due Date
specified in Clause 1.8 at the address provided in Clause 1.11.1 in the manner and
form as detailed in this RFP. A receipt thereof should be obtained from the person
specifiedtherein.

2.17.2 The Authority may, in its sole discretion, extend the Proposal Due Date by issuing an
Addendum in accordance with Clause 2.11 uniformly for allApplicants.

2.18 LateProposals

Proposals received by the Authority after the specified time on Proposal Due Date
shall not be eligible for consideration and shall be summarily rejected.

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2.19 Modification/ substitution/ withdrawal of Proposals

2.19.1 The Applicant may modify, substitute, or withdraw its Proposal after submission,
provided that written notice of the modification, substitution, or withdrawal is
received by the Authority prior to Proposal Due Date. No Proposal shall be modified,
substituted, or withdrawn by the Applicant on or after the Proposal DueDate.

2.19.2 The modification, substitution, or withdrawal notice shall be prepared, sealed,

marked, and delivered in accordance with Clause 2.16, with the envelopes being
additionallymarked―MODIFICATION,―SUBSTITUTIONor―WITHDRAWAL,
asappropriate.

2.19.3 Any alteration / modification in the Proposal or additional information or material

supplied subsequent to the Proposal Due Date, unless the same has been expressly
sought for by the Authority, shall bedisregarded.

2.20 Bid Security

2.20.1 The Applicant shall furnish as part of its Proposal, a bid security of Rs. ……………
in the form of a Demand Draft issued by one of the Nationalised/ Scheduled
BanksinIndiainfavourof……….payable at…….(the ―Bid Security‖), returnable not
later than 30 (thirty) days from PDD except in case of the two highest ranked
Applicants as required in Clause 2.25.1. In the event that the first ranked Applicant
commences the assignment as required in Clause 2.30, the second ranked Applicant,
who has been kept in reserve, shall be returned its Bid Security forthwith, but in no
case not later than 120 (one hundred and twenty) days from PDD. The Selected
Applicant’s Bid Security shall be returned, upon the Applicant signing the Agreement
and completing the Deliverables assigned to it for the …………. of the service in
accordance with the provisionsthereof.

2.20.2 Any Bid not accompanied by the Bid Security shall be rejected by the Authority as
non-responsive.

2.20.3 The Authority shall not be liable to pay any interest on the Bid Security and the same
shall be interestfree.

2.20.4 The Applicant, by submitting its Application pursuant to this RFP, shall be deemed to
have acknowledged that without prejudice to the Authority‘s any other right or
remedy hereunder or in law or otherwise, the Bid Security shall be forfeited and
appropriated by the Authority as the mutually agreed pre-estimated compensation and
damage payable to the Authority for, inter alia, the time, cost and effort of the
Authority in regard to the RFP including the consideration and evaluation of the
Proposal under the followingconditions:

(a) If an Applicant submits a non-responsiveProposal;

(b) If an Applicant engages in any of the Prohibited Practices specified in Section

4 of thisRFP;

(c) If an Applicant withdraws its Proposal during the period of its validity as
specified in this RFP and as extended by the Applicant from time totime;

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 (d) In the case of the Selected Applicant, if the Applicant fails to reconfirm its
commitments during negotiations as required vide Clause2.25.1;

(e) In the case of a Selected Applicant, if the Applicant fails to sign the
Agreement or commence the assignment as specified in Clauses 2.29 and 2.30
respectively;or

(f) If the Applicant is found to have a Conflict of Interest as specified in Clause

2.3.

2.21 PerformanceSecurity

2.21.1 The Applicant, by submitting its Application pursuant to this RFP, shall be deemed to
have acknowledged that without prejudice to the Authority‘s any other right or
remedy hereunder or in law or otherwise, its Performance Security shall be forfeited
and appropriated by the Authority as the mutually agreed pre-estimated compensation
and damages payable to the Authority for, inter alia, the time, cost and effort of the
Authority in regard to the RFP, including the consideration and evaluation of the
Proposal, under the followingconditions:

(a) If an Applicant engages in any of the Prohibited Practices specified in Clause 4.1
of thisRFP;

(b) if the Applicant is found to have a Conflict of Interest as specified in Clause 2.3;
and

(c) if the Selected Applicant commits a breach of theAgreement.

2.21.2 An amount equal to 10% (ten per cent) of the Agreement Value shall be deemed to be
the Performance Security for the purposes of this Clause 2.21, which may be forfeited
and appropriated in accordance with the provisionshereof.

D. EVALUATIONPROCESS

2.22 Evaluation ofProposals

2.22.1 The Authority shall open the Proposals at ………... hours on the Proposal Due Date,
at the place specified in Clause 1.11.1 and in the presence of the Applicants who
choose to attend. The envelopesmarked―Technical Proposalshallbeopenedfirst. The
envelopes marked―Financial Proposalshallbekeptsealedforopeningatalater date.

2.22.2 Proposals for which a notice of withdrawal has been submitted in accordance with
Clause 2.19 shall not beopened.

2.22.3 Prior to evaluation of Proposals, the Authority will determine whether each Proposal
is responsive to the requirements of the RFP. The Authority may, in its sole
discretion, reject any Proposal that is not responsive hereunder. A Proposal shall be
considered responsive onlyif:
(a) the Technical Proposal is received in the form specified atAppendix-I;

31
RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
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 (b) it is received by the Proposal Due Date including any extension thereof pursuant
to Clause2.17;
(c) it is accompanied by the Bid Security as specified in Clause2.20.1.
(d) it is signed, sealed, bound together in hard cover and marked as stipulated in
Clauses 2.13 and2.16;
(e) it is accompanied by the Power of Attorney as specified in Clause2.2.4;
(f) it contains all the information (complete in all respects) as requested in theRFP;
(g) it does not contain any condition or qualification;and
(h) it is not non-responsive in termshereof.

2.22.4 The Authority reserves the right to reject any Proposal which is non-responsive and
no request for alteration, modification, substitution or withdrawal shall be entertained
by the Authority in respect of suchProposals.

2.22.5 The Authority shall subsequently examine and evaluate Proposals in accordance with
the Selection Process specified at Clause 1.6 and the criteria set out in Section 3 of
thisRFP.

2.22.6 After the technical evaluation, the Authority shall prepare a list of pre-qualified and
shortlisted Applicants in terms of Clause 3.2 for opening of their Financial Proposals.
A date, time and venue will be notified to all Applicants for announcing the result of
evaluation and opening of Financial Proposals. Before opening of the Financial
Proposals, the list of pre-qualified and shortlisted Applicants along with their
Technical Score will be read out. The opening of Financial Proposals shall be done in
presence of respective representatives of Applicants who choose to be present. The
Authority will not entertain any query or clarification from Applicants who fail to
qualify at any stage of the Selection Process. The financial evaluation and final
ranking of the Proposals shall be carried out in terms of Clauses 3.3 and3.4.

2.22.7 Applicants are advised that Selection shall be entirely at the discretion of the
Authority. Applicants shall be deemed to have understood and agreed that the
Authority shall not be required to provide any explanation or justification in respect of
any aspect of the Selection Process orSelection.

2.22.8 Any information contained in the Proposal shall not in any way be construed as
binding on the Authority, its agents, successors or assigns, but shall be binding against
the Applicant if the Project is subsequently awarded toit.

2.23 Confidentiality

Information relating to the examination, clarification, evaluation, and recommendation

for the selection of Applicants shall not be disclosed to any person who is not
officially concerned with the process or is not a retained professional adviser advising
the Authority in relation to matters arising out of, or concerning the Selection Process.
The Authority shall treat all information, submitted as part of the Proposal, in
confidence and shall require all those who have access to such material to treat the
same in confidence. The Authority may not divulge any such information unless it is
directed to do so by any statutory entity that hasthe power under law to

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Noida City on BOT Basis
 require its disclosure or is to enforce or assert any right or privilege of the statutory
entity and/or the Authority or as may be required by law or in connection with any
legal process.

2.24 Clarifications

2.24.1 To facilitate evaluation of Proposals, the Authority may, at its sole discretion, seek
clarifications from any Applicant regarding its Proposal. Such clarification(s) shall be
provided within the time specified by the Authority for this purpose. Any request for
clarification(s) and all clarification(s) in response thereto shall be inwriting.

2.24.2 If an Applicant does not provide clarifications sought under Clause 2.24.1 above
within the specified time, its Proposal shall be liable to be rejected. In case the
Proposal is not rejected, the Authority may proceed to evaluate the Proposal by
construing the particulars requiring clarification to the best of its understanding, and
the Applicant shall be barred from subsequently questioning such interpretation of the
Authority.

E. APPOINTMENT OFFIRM

2.25 Negotiations

2.25.1 The Selected Applicant may, if necessary, be invited for negotiations. The
negotiations shall generally not be for reducing the price of the Proposal, but will be
for re-confirming the obligations of the Firm under this RFP. Issues such as
deployment of Key Personnel, understanding of the RFP, methodology and quality of
the work plan shall be discussed during negotiations. A Key Personnel who did not
score 60% (sixty per cent) marks as required under Clause 3.1.2 shall be replaced by
the Applicant with a better candidate to the satisfaction of the Authority. In case the
Selected Applicant fails to reconfirm its commitment, the Authority reserves the right
to designate the next ranked Applicant as the Selected Applicant and invite it for
negotiations.

2.25.2 The Authority will examine the CVs of all other Professional Personnel and those not
found suitable shall be replaced by the Applicant to the satisfaction of theAuthority.

2.25.3 The Authority will examine the credentials of all Firms proposed for this Project and
those not found suitable shall be replaced by the Applicant to the satisfaction of
theAuthority.

2.26 Substitution of Key Personnel

2.26.1 The Authority will not normally consider any request of the Selected Applicant for
substitution of Key Personnel as the ranking of the Applicant is based on the
evaluation of Key Personnel and any change therein may upset the ranking.
Substitution will, however, be permitted if the Key Personnel is not available for
reasons of any incapacity or due to health, subject to equally or better qualified and
experienced personnel being provided to the satisfaction of theAuthority.

2.26.2 The Authority expects all the Key Personnel to be available during implementation of
theAgreement.TheAuthoritywillnotconsidersubstitutionofKeyPersonnelexcept

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33
 for reasons of any incapacity or due to health. Such substitution shall ordinarily be
limited to one Key Personnel subject to equally or better qualified and experienced
personnel being provided to the satisfaction of the Authority. As a condition to such
substitution, a sum equal to 20% (twenty per cent) of the remuneration specified for
the original Key Personnel shall be deducted from the payments due to the Firm. In
the case of a second substitution hereunder, such deduction shall be 50% (fifty per
cent) of the remuneration specified for the original Key Personnel. Any further
substitution may lead to disqualification of the Applicant or termination of the
Agreement.

2.26.3 Substitution of the Team Leader will not normally be considered and may lead to
disqualification of the Applicant or termination of theAgreement.

2.27 Indemnity

The Firm shall, subject to the provisions of the Agreement, indemnify the Authority
for an amount not exceeding 3 (three) times the value of the Agreement for any direct
loss or damage that is caused due to any deficiency in services.

2.28 Award ofProject

Afterselection,aLetterofAward(the―LOA)shallbeissued,induplicate,bythe Authority to
the Selected Applicant and the Selected Applicant shall, within 7 (seven) days of the
receipt of the LOA, sign and return the duplicate copy of the LOA in
acknowledgement thereof. In the event the duplicate copy of the LOA duly signed by
the Selected Applicant is not received by the stipulated date, the Authority may,
unless it consents to extension of time for submission thereof, appropriate the Bid
Security of such Applicant as mutually agreed genuine pre-estimated loss and damage
suffered by the Authority on account of failure of the Selected Applicant to
acknowledge the LOA, and the next highest ranking Applicant may beconsidered.

2.29 Execution of Agreement

After acknowledgement of the LOA as aforesaid by the Selected Applicant, it shall

execute the Agreement within the period prescribed in Clause 1.8. The Selected
Applicant shall not be entitled to seek any deviation in the Agreement.

2.30 Commencement ofassignment

The Firm shall commence the Services within 3(three) days of the date of the
Agreement, or such other date as may be mutually agreed. If the Firm fails to either
sign the Agreement as specified in Clause 2.29 or commence the assignment as
specified herein, the Authority may invite the second ranked Applicant for
negotiations. In such an event, the Bid Security of the first ranked Applicant shall be
forfeited and appropriated in accordance with the provisions of Clause 2.20.4.

2.31 Proprietarydata

Subject to the provisions of Clause 2.23, all documents and other information
provided by the Authority or submitted by an Applicant to the Authority shall remain
orbecomethepropertyoftheAuthority.ApplicantsandtheFirm,asthecase

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Noida City on BOT Basis 34
may be, are to treat all information as strictly confidential. The Authority will not
return any Proposal or any information related thereto. All information collected,
analysed, processed or in whatever manner provided by the Firm to the Authority in
relation to the Serviceprovided shall be the property of the Authority. The Firm shall
make suitable arrangements for the preservation of data collected during the field
survey, such as filled in schedules, tabulation or working sheets, reports, photographs
etc, relating to the Project in electronic form and this shall be shared with the
Authority at the time of submission of Final report. The ownership of all such data
shall remain with the Authority. All raw data compiled during the field survey shall be
transferred to the authority. No data collected in context of the field survey may be
destroyed or otherwise disposed off or given to any other organization/individual,
unless so approved by theAuthority.

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Noida City on BOT Basis
 3. CRITERIA FOREVALUATION

3.1 Evaluation of TechnicalProposals

3.1.1 In the first stage, the Technical Proposal will be evaluated on the basis of Applicant’s
experience, its understanding of TOR, proposed methodology and Work Plan, and the
experience of Key Personnel. Only those Applicants whose Technical Proposals get a
score of 60 (sixty) marks or more out of 100 (one hundred) shall qualify for further
consideration, and shall be ranked from highest to the lowest on the basis of their
technical score(ST).

3.1.2 Each Key Personnel must score a minimum of 60% (sixty per cent) marks except as
provided herein. A Proposal shall be rejected if the Team Leader scores less than 60%
(sixty per cent) marks or any two of the remaining Key Personnel score less than 60%
(sixty per cent) marks. In case the Selected Applicant has one Key Personnel, other
than the Team Leader, who scores less than 60% marks, he would have to be replaced
within 2 working days during negotiations, with a better candidate who, in the opinion
of the Authority, would score 60% (sixty per cent) orabove.

3.1.3 The scoring criteria to be used for evaluation shall be asfollows.

Item Parameter Maximum Criteria

Code Marks
1. Relevant Experience of the 25 30% of the maximum marks
Applicant shall be awarded for the
number of Eligible
Assignments undertaken by the
Applicant firm. The remaining
70% shall be awarded for:
(i) the comparative size and
quality of Eligible General and
Specific Assignments;
(ii) overall professional
income, experience and
capacity of the firm.
2. Proposed Methodology and 20 Evaluation will be based on the
Work Plan quality of submissions.
3. Relevant Experience of the 55 30% of the maximum marks for
Key Personnel each Key Personnel shall be
awarded for the number of
Eligible Assignments the
respective Key Personnel has
worked on. The remaining 70%
shall be awarded for the
comparative size and quality of
Eligible Assignments

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Noida City on BOT Basis
 3(a) Team Leader 20

3(b) Deputy Team Leader 10

3(c) Monitoring and Evaluation 5

Expert

3(d) CAD/GIS Specialist 5

Information Technology
3(e) 5
Specialist

Drinking Water Specialist

3(f) 10

Grand Total 100

While awarding marks for the number of Eligible Projects, the Applicant or Key
Personnel, as the case may be, that has undertaken the highest number of Eligible
Assignments shall be entitled to the maximum score for the respective category and
all other competing Applicants or respective Key Personnel, as the case may be, shall
be entitled to a proportionate score. No score will be awarded to an Applicant/ Key
Personnel for fulfilling the eligibility criteria of a minimum number of Eligible
Assignments and only projects exceeding the eligibility criteria shall qualify for
scoring. For the avoidance of doubt and by way of illustration, if the minimum
number of Eligible Projects for meeting the eligibility criteria is say, 3 (three), then an
equivalent number will be ignored for each Applicant/Key Personnel and only the
balance remaining will be considered for awarding scores relating to the number of
Eligible Assignments on a proportionate basis. However, for assigning scores in
respect of the size and quality of Eligible Assignments, all Eligible Assignments of
the Applicant/Key Personnel shall beconsidered.

3.1.4 EligibleAssignments

For the purposes of determining Conditions of Eligibility and for evaluating the
Proposals under this RFP, advisory/ Project assignments shall be deemed as eligible
assignments (the ―Eligible Assignments) as follows:

(i) Advisory/Project assignments in India granted by the government, regulatory

commission, tribunal, multilateral agencies, statutory authorities, public sector
entities etc. in respect of design, implementation, evaluation etc. of government
programs shall be deemed as eligible general assignments (the ―Eligible
General Assignments)

(i ) Evaluation studies involving quantitative and qualitative research, household

surveys etc. in India granted by the government, regulatory commission,
tribunal, multilateral agencies, statutory authorities, public sector entities etc. in
respect of government programs shall be deemedas eligible specific
assignments (the “Eligible Specific Assignments”)
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RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
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 Provided that the Applicant firm claiming credit for an Eligible General Assignment
shall have, prior to PDD, received professional fees of at least Rs……... for such
assignment, and where credit is being claimed by a Key Personnel, she/he should have
completed the relevant assignment prior to PDD.

Provided further that if the Applicant firm is taking credit for an Eligible Specific
Assignment, such assignment shall have been completed prior to PDD and the
Applicant shall have received professional fees of at least Rs……….

Note: Applicants cannot provide the same assignment(s) under both General and
Specific assignments mentionedabove

3.2 Short-listing ofApplicants

Of the Applicants ranked as aforesaid, not more than 5 (five) shall be pre-qualified and
short-listed for financial evaluation in the second stage. However, if the number of
such pre-qualified Applicants is less than two, the Authority may, in its sole
discretion, pre-qualify the Applicant(s) whose technical score is less than 60 (sixty)
points even if such Applicant(s) do(es) not qualify in terms of Clause 3.1.2; provided
that in such an event, the total number of pre-qualified and short-listed Applicants
shall not exceedtwo.

3.3 Evaluation of FinancialProposal

3.3.1 In the second stage, the financial evaluation will be carried out as per this Clause 3.3.
Each Financial Proposal will be assigned a financial score(SF).

3.3.2 For financial evaluation, the total cost indicated in the Financial Proposal, excluding
Additional Costs, will be considered. Additional Costs shall include items specified as
such in Form-2 ofAppendix-II.

3.3.3 The Authority will determine whether the Financial Proposals are complete,
unqualified and unconditional. The cost indicated in the Financial Proposal shall be
deemed as final and reflecting the total cost of services. Omissions, if any, in costing
any item shall not entitle the firm to be compensated and the liability to fulfil its
obligations as per the TOR within the total quoted price shall be that of the Firm. The
lowest Financial Proposal (FM) will be given a financial score (SF) of 100 points. The
financial scores of other Proposals will be computed asfollows:

SF = 100 x FM/F

(F = amount of Financial Proposal)

3.4 Combined and finalevaluation

3.4.1 Proposals will finally be ranked according to their combined technical (ST) and
financial (SF) scores as follows:

S = ST x Tw + SF x Fw

Where S is the combined score, and Tw and Fw are weights assigned to Technical
Proposal and Financial Proposal, which shall be 0.80 and 0.20 respectively.

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Noida City on BOT Basis 39
3.4.2 The Selected Applicant shall be the first ranked Applicant (having the highest
combined score). The second ranked Applicant shall be kept in reserve and may be
invited for negotiations in case the first ranked Applicant withdraws, or fails to
comply with the requirements specified in Clauses 2.25, 2.29 and 2.30, as the case
maybe.

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Noida City on BOT Basis
 4. FRAUD AND CORRUPTPRACTICES

4.1 The Applicants and their respective officers, employees, agents and advisers shall
observe the highest standard of ethics during the Selection Process. Notwithstanding
anything to the contrary contained in this RFP, the Authority shall reject a Proposal
without being liable in any manner whatsoever to the Applicant, if it determines that
the Applicant has, directly or indirectly or through an agent, engaged in corrupt
practice, fraudulent practice, coercive practice, undesirable practice or restrictive
practice(collectivelythe―ProhibitedPractices)intheSelectionProcess.Insuchan event,
the Authority shall, without prejudice to its any other rights or remedies, forfeit and
appropriate the Bid Security or Performance Security, as the case may be, as mutually
agreed genuine pre-estimated compensation and damages payable to the Authority
for, inter alia, time, cost and effort of the Authority, in regard to the RFP, including
consideration and evaluation of such Applicant‘sProposal.

4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and the
rights and remedies which the Authority may have under the LOA or the Agreement,
if an Applicant or Firm, as the case may be, is found by the Authority to have directly
or indirectly or through an agent, engaged or indulged in any corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive practice
during the Selection Process, or after the issue of the LOA or the execution of the
Agreement, such Applicant or Firm shall not be eligible to participate in any tender or
RFP issued by the Authority during a period of 2 (two) years from the date such
Applicant or Firm, as the case may be, is found by the Authority to have directly or
through an agent, engaged or indulged in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice, as the case may be.

4. 3 For the purposes of this Section, the following terms shall have the meaning hereinafter
respectively assigned tothem:

(a) ―corrupt practicemeans (i) the offering, giving, receiving, or soliciting, directly
or indirectly, of anything of value to influence the action of any person
connected with the Selection Process (for avoidance of doubt, offering of
employment to or employing or engaging in any manner whatsoever, directly or
indirectly, any official of the Authority who is or has been associated in any
manner, directly or indirectly with the Selection Process or the LOA or has dealt
with matters concerning the Agreement or arising therefrom, before or after the
execution thereof, at any time prior to the expiry of one year from the date such
official resigns or retires from or otherwise ceases to be in the service of the
Authority, shall be deemed to constitute influencing the actions of a person
connected with the Selection Process); or (ii) save as provided herein, engaging
in any manner whatsoever, whether during the Selection Process or after the
issue of the LOA or after the execution of the Agreement, as the case may be,
any person in respect of any matter relating to the Project or the LOA or the
Agreement, who at any time has been or is a legal, financial or technical Firm/
adviser of the Authority in relation to any matter concerning the Project;

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Noida City on BOT Basis
(b) ―fraudulentpracticem e ans amisrepresentati on oromi ssion offactsor
disclosure of incomplete facts, in order to influence the SelectionProcess;

(c) ―coercive practicemeansimpairingorharmingorthreateningtoimpairor harm, directly or

indirectly, any persons or property to influence any person’s participation or
action in the SelectionProcess;

(d) ―undesirablepracticemeans(i)establishingcontactwithanypersonconnected with

or employed or engaged by the Authority with the objective of canvassing,
lobbying or in any manner influencing or attempting to influence the Selection
Process; or (ii) having a Conflict of Interest;and

(e) ―restrictivepracticemeansformingacartelorarrivingatanyunderstanding or
arrangement among Applicants with the objective of restricting or manipulating
a full and fair competition in the SelectionProcess.

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Noida City on BOT Basis
 5. PRE-PROPOSALCONFERENCE

5.1 Pre-Proposal Conference of the Applicants shall be convened at the designated date,
time and place. Only those Applicants, who have downloaded the RFP document
from the Official Website of the Authority, shall be allowed to participate in the Pre-
Proposal Conference. A maximum of two representatives of each Applicant shall be
allowed to participate on production of an authority letter from theApplicant.

5.2 During the course of Pre-Proposal Conference, the Applicants will be free to seek
clarifications and make suggestions for consideration of the Authority. The Authority
shall endeavour to provide clarifications and such further information as it may, in its
sole discretion, consider appropriate for facilitating a fair, transparent and competitive
SelectionProcess.

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 6. MISCELLANEOUS

6.1 The Selection Process shall be governed by, and construed in accordance with, the
laws of India and the Courts in the State Uttar Pradesh in which the Authority has its
headquarters shall have exclusive jurisdiction over all disputes arising under, pursuant
to and/or in connection with the SelectionProcess.

6.2 The Authority, in its sole discretion and without incurring any obligation or liability,
reserves the right, at any time,to:

(a) suspend and/or cancel the Selection Process and/or amend and/or supplement
the Selection Process or modify the dates or other terms and conditions relating
thereto;

(b) consult with any Applicant in order to receive clarification or further

information;

(c) retain any information and/or evidence submitted to the Authority by, on behalf
of and/or in relation to any Applicant;and/or

(d) independently verify, disqualify, reject and/or accept any and all submissions or
other information and/or evidence submitted by or on behalf of anyApplicant.

6.3 It shall be deemed that by submitting the Proposal, the Applicant agrees and releases
the Authority, its employees, agents and advisers, irrevocably, unconditionally, fully
and finally from any and all liability for claims, losses, damages, costs, expenses or
liabilities in any way related to or arising from the exercise of any rights and/or
performance of any obligations hereunder, pursuant hereto and/or in connection
herewith and waives any and all rights and/or claims it may have in this respect,
whether actual or contingent, whether present orfuture.

6.4 All documents and other information supplied by the Authority or submitted by an
Applicant shall remain or become, as the case may be, the property of the Authority.
The Authority will not return any submissions made hereunder. Applicants are
required to treat all such documents and information as strictlyconfidential.

6.5 The Authority reserves the right to make inquiries with any of the clients listed by the
Applicants in their previous experiencerecord.

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Noida City on BOT Basis 44
 SCHEDULES

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 45
Noida City on BOT Basis
 SCHEDULE–1
(See Clause1.1.3)

Selection of Firm for Technology/Solutions for Improvement of

Water Quality in Noida City on BOT Basis (10 Years)

Terms of Reference (TOR)

for

TECHNICAL FIRM

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 46
Noida City on BOT Basis
Contents
1. Background of Water Quality in Noida City and
Detailed scope of work

2. Objectives

3. TimeSchedule

4. Deliverables andTimelines

5. PaymentSchedule

6. Indicative Structure of the Final EvaluationReport

7. Support from NOIDA

8. Reporting

9. Meetings

10. Miscellaneous

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 47
Noida City on BOT Basis
Terms of Reference (TOR)

Background of Water Quality in Noida City

Water is an important resource for sustaining life, a basic necessity of every person, and being a
public good, its management is of utmost importance. Non-sustainable water resource management
and a decline in water quality affect human health and endanger the ecosystem at large. To fulfill
the water demands due to increasing population and Industrial developmental activities has
resulted in more use of groundwater than the surface water resource which has led to a shortage of
groundwater, due to that the groundwater quality is deteriorating day by day because of disposal of
massive industrial effluents and other activities in Noida city.

Presently water supplied to the consumers of Noida through WTP and supplemented by Ranney
wells and Tube wells.

The main issue and challenges of water quality parameters vis Total Hardness, Total Dissolved
Solids (TDS), Iron and other parameters which fall under moderately poor category along with
problem faced by consumers at frequent intervals.

DETAILED SCOPE OF WORK

1.To Study of available data and reports, relevant information from NOIDA Authority, past study
water quality reports and understanding present groundwater and Ganga water supply Quality.

2.TheFirm should be held accountable for providing a comprehensive and robust

Technology/solution to ensure water quality from a point source to consumer end with a high-level
water quality monitoring system with 3-Stage testing (24x7) and maintain it for the period of 10
years on BOT Basis.

3.The possibility of utilizing groundwater scientifically is being explored seriously, particularly in

terms of quality standards for drinking purposes.

4.The Technology/Solution should be economically viable and designed in such a way that it
would meet the quality and quantity for the present and future population demand and also it
should intend water conservation.

5.Technology / Solution should be implemented by the firm in such a way that it should meet the
water quality standards as per IS-10500, CPHEEO Guidelines and Standards provided by the
NOIDA Authority.

6.The Firm should be superintended for providing the quality of potable water for the duration of
services with the NOIDA Authority.
48

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
 Hence, it is essential to carry out a comprehensive and more detailed Field
survey, data collection and analysis for Technology/Solution for the
Improvement of Water Quality in Noida City on BOT Basis for 10 years.

1. Objectives
a. Water QualityAnalysis
i. Firm should provide Technology/Solution to achieve standard parameter
at the source point (Ranney wells and Tube wells).
ii. To understand the status of the Drinking Water Quality Parameters in
terms of convenient access, adequacy and quality, equity and
sustainability of drinking water.
iii. To assess the impact of these parameters and provide
Technology/Solution to improve the Water Quality for Noida City and
maintain it.

 Hygiene & health seeking behaviour and KAP (Knowledge,

attitude and practices) towards Water Quality.
 Impact on Public Health (morbidity, mortality, malnutrition,
etc.) & Out-of-pocket expenditure onhealth
 Conjunctive use ofwater
 Environment &Economy

b. TECHNOLOGY/SOLUTION
i. To provide a comprehensive and robust Technology/solution to ensure water quality
from point source to consumer end with high level water quality monitoring system
from Point source to consumer end with 3-Stagetesting(24x7)on physical, organic,
inorganic, radiological and microbiological parameters and maintain it for the period
of 10 years on BOT Basis.

NOTE:
· This project is based on Build–operate–transfer i.e. after the completion of a period of 10 years
the whole setup will be transferred to the NOIDA Authority.
*No separate payment would be done for transfer or any process of the technology/solutions after the completion of 10 Years.
· NOIDA Authority would set up a committee for the selection of the firm and the supervision
of the project.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
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49
2. TimeSchedule

The schedule is as follows:

S. No Activity Deadline
1 Release of RFP …….. 2020
2 Last date for receiving queries/requests for clarifications ……. 2020
3 Pre-Proposal Conference …….. 2020
4 Final date for submission of bids …...… 2020
5 Award of contract ……….2020

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RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
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3. Deliverables &Timelines

a. Inception report with final scope, methodology and approach.

b. Mid-term report with initial findings of theField Survey.
c. Draft evaluation report for Authority consultations.
d. Final Evaluation Report after incorporation of inputs.

All the reports are required to be submitted in hard copy in triplicate and in soft copy. In
addition to the reports, for further analysis in future, verifiable raw data in soft copy
should also be shared with NOIDA Authority. This will include detailed transcriptions of
key informant and focus group discussions as well as raw data from Field survey in MS
Excel/CSV format.

Timelines for the above deliverables would be as follows:

Sr. Activity Deadline

No

1 Award of contract T

2 Inception report T+15 days

3 Finalization of inception report based on comments by T+17 days

Authority

4 Mid-term report T+45 days

5 Sign-off on the mid-term report based on comments by T+48 days

Authority

6 Draft evaluation report T+85 days

7 Comments on draft evaluation report by Authority T+92 days

8 Sign-off on the Final Evaluation Report T+100 days

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Noida City on BOT Basis
4. PaymentSchedule

The payment schedule linked to the specified deliverables above is given below:

Key Date No. Description of Deliverables Year Payment

KD1 Inception report approved by Authority 20%

KD2 Mid-term report approved by Authority 30%

KD3 Draft evaluation report 30%

KD4 Final Evaluation Report approved by Authority 20%

Total 100%
$
Excludes the time taken by the Authority in providing its comments on the Draft evaluation report. The Firm
shall get one week for submission of the Final Evaluation Report after comments of the Authority areprovided.

5. Indicative Structure of the Final EvaluationReport6:

A. ExecutiveSummary

B. Introduction

C. Background to theStudy
C.1. Objectives of theStudy
C.2. Scope of theStudy
C.3. Structure ofReport

D. Approach andMethodology
D.1. OverallApproach
D.2. Field SurveyMethodology

6
This is an indicative structure, which will evolve through the project timeline.
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E. Water QualityAnalysis
E.1. Issues &Challenges
(This should outline what the key gaps and bottlenecks in the sector are and why
they continue to exist. This will include a root cause analysis, implementation
challenges, policy/structural challenges, negative externalities etc.)
F. Recommendations andTechnology/Solutions
(These should be provided based on the pillars of Relevance, Effectiveness,
Efficiency, Sustainability, Impact and Equity and should also correspond to the
issues and challenges as identified above.)

G. Conclusions
G.1. Final Complete Action Plan along with relevant reports.

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It is to be ensured that Final Report submitted is in the proper format, well- designed and readable.

6. Support from NOIDA

A detailed list of scheme-specific information required for better contextual understanding of

the Firm is given in Appendix IV of the RFP.

7. Reporting

a. The Firm will work closely with the Authority. The Authority has established a
Working Group(the―WG)toenableconductofthisassignment.AdesignatedOfficer of the
Authority will be responsible for the overall coordination and project development. He
will play a coordinating role in dissemination of the Firm’s outputs, facilitating
discussions, and ensuring required reactions and responses to the Firm.
b. The Firm may prepare Issue Papers highlighting issues that could become critical for
the timely completion of the Project and that require attention from theAuthority.
c. The Firm will make a presentation on the inception report, mid-term report and draft
evaluation report for discussion with the WG at a meeting. This will be a working
document. The Firm is required to prepare and submit a Monthly update that includes
and describes, inter alia, general progress to date; data and reports obtained and
reviewed, conclusions to date, if any; concerns about availability of, or access to, data,
analyses, reports; questions regarding the TOR or any other matters regarding work
scope and related issues; and so on. The Firm work on the TOR tasks should continue
while the report is under consideration and is beingdiscussed.
d. Regular communication with the WG and the Officer is required in addition to all key
communications. This may take the form of telephone/ teleconferencing, emails, faxes,
and occasionalmeetings.
e. The Deliverables will be submitted as per schedule provided in thisRFP.

8. Meetings

The Authority may review with the Firm, any or all of the documents and advice
forming part of the service, in meetings and conferences which will be held at the
Authority’s office. The expenses towards attending such meetings during the period of
service, including travel costs and per diem, shall be reimbursed in accordance with the
Financial Proposal contained in Form–2 of Appendix-II of the RFP. The days required
to be spent at the office of the Authority shall be computed at the rate of 8 (eight) man
hours a day in case of an outstation Firm. For a Firm having its
officewithinornearthecitywheretheAuthority’sofficeissituated,thetimespent during
meetings at the Authority’s office shall be calculated as per actuals. No travel time shall
bepayable.

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9. Miscellaneous

a. The Firm shall have/establish an office in Noida/NCR, for efficient and coordinated
performance of its Services. All the Key Personnel shall be deployed at the Office.
Theauthorised officials of the Authority may visit the Firm’s Project Office or field
locations any time during office hours for inspection and interaction with the Firm’s
Personnel. It is not expected of the Firm to carry out the operations from the
Head/HomeOffice.
b. The Firm shall mobilise and demobilise its Professional Personnel and Support
Personnel with the concurrence of the Authority and shall maintain the time sheet/
attendance sheet of the working of all Personnel in the Project Office. These time
sheets/ attendance sheets shall be made available to the Authority as and when asked
for and a copy of such record shall be submitted to the Authority at the end of each
calendarmonth.
c. All the study outputs including primary data shall be compiled, classified and submitted
by the Firm to the Authority in soft form apart from the reports indicated in the
Deliverables. The study outputs shall remain the property of the Authority and shall not
be used for any purpose other than that intended under these Terms of Reference
without the permission of the Authority.

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 SCHEDULE–2
(See Clause2.1.3)

AGREEMENT

FOR

RFP for Selection of Firm for Technology/Solutions

for Improvement of Water Quality in Noida City on
BOT Basis.

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Noida City on BOT Basis
CONTENTS

1. General

1.1 Definitions andInterpretation

1.2 Relation between theParties
1.3 Rights andObligations
1.4 Governing law andjurisdiction
1.5 Language
1.6 Table of contents andheadings
1.7 Notices
1.8 Location
1.9 Authority ofMember-in-Charge
1.10 Authorisedrepresentatives
1.11 Taxes andduties

2. Commencement, Completion andTermination

of Agreement

2.1 Effectiveness ofAgreement

2.2 Commencement ofServices
2.3 Termination of Agreement for failure to commenceServices
2.4 Expiry ofAgreement
2.5 EntireAgreement
2.6 Modification ofAgreement
2.7 ForceMajeure
2.8 Suspension ofAgreement
2.9 Termination ofAgreement

3. Obligations of theFirm

3.1 General
3.2 Conflict of Interest
3.3 Confidentiality
3.4 Liability of theFirm
3.5 Insurance to be taken out by theFirm
3.6 Accounting, inspection andauditing
3.7 Firm’s actions requiring the Authority’s priorapproval
3.8 Reportingobligations
3.9 Documents prepared by the Firm to be the property of the
Authority
3.10 Equipment and materials furnished by theAuthority
3.11 Providing access to the Project Office andPersonnel
3.12 Accuracy ofDocuments

4. Firm’s Personnel

4.1 General
4.2 Deployment ofPersonnel
4.3 Approval ofPersonnel

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 4.4 Substitution of KeyPersonnel
4.5 Working hours, overtime, leaveetc.
4.6 Resident Team Leader and ProjectManager

5. Obligations of theAuthority

5.1 Assistance in clearances etc.

5.2 Access to land andproperty
5.3 Change in ApplicableLaw
5.4 Payment

6. Payment to the Firm

6.1 Cost estimates and AgreementValue

6.2 Currency ofpayment
6.3 Mode of billing andpayment

7. Liquidated damages andpenalties

7.1 PerformanceSecurity
7.2 LiquidatedDamages
7.3 Penalty for deficiency inServices

8. Fairness and GoodFaith

8.1 GoodFaith
8.2 Operation of theAgreement

9. Settlement ofDisputes

9.1 Amicablesettlement
9.2 Disputeresolution
9.3 Conciliation
9.4 Arbitration

ANNEXES
Annex-1: Terms of Reference
Annex-2: Deployment of Personnel
Annex-3: Estimate of Personnel Costs
Annex-4: Cost of Services
Annex-5: Payment Schedule
Annex-6: Bank Guarantee for Performance Security

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 AGREEMENT
Selection of Firm for Technology/Solutions for Improvement of Water
Quality in Noida City on BOT Basis
This AGREEMENT (hereinafter called the ―Agreement) ismade on the……………
...........………. day of themonthof .................... 20…, between, on the one hand, the CEO,
NoidaAuthority (hereinaftercalledthe―Authoritywhich expression
s h a l l i n c l u d e t h e i r r e s p e c t i v e s u c c e s s o r s a n d p e r m i t t e d assigns, unless the
........................................................................... context otherwise requires) and,
........................................................................... on the other hand,
…………………………………. (hereinafter called the ―Firm which expression shall include
their respective successors and permitted assigns).

WHEREAS

(A) The Authority vide its Request for Proposal for Selection of Technology for
Improvement of water Quality in Noida City on BOT Basis (10Years) (hereinafter
calledthe―Firm) forthe………………...Project (hereinafter called the ―Project),

(B) the Firm submitted its proposals for the aforesaid work, whereby the Firm represented
to the Authority that it had the required professional skills, and in the said proposals
the Firm also agreed to provide the Services to the Authority on the terms and
conditions as set forth in the RFP and this Agreement;and

(C) the Authority, on acceptance of the aforesaid proposals of the Firm, awarded the
Project to theFirm vide its Letter ofAward dated .................................................(the
―LOA); and

(D) in pursuance of the LOA, the parties have agreed to enter into this Agreement.

NOW, THEREFORE, the parties hereto hereby agree asfollows:

1. GENERAL

1.1 Definitions andInterpretation

1.1.1 The words and expressions beginning with capital letters and defined in this
Agreement shall, unless the context otherwise requires, have the meaning hereinafter
respectively assigned tothem:

(a) ―Additional Costs shallhavethe meaningset forth in Clause 6.1.2;

(b) ―Agreementmeans thisAgreement, together with all the Annexes;

(c) ―AgreementValue shall havethe meaningsetforth in Clause6.1.2;

(d) ―Applicable Lawsmeans thelawsandanyotherinstruments havingtheforce of

law in India as they may be issued and in force from time totime;

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 (e) ―ConfidentialInformation shallhavethe meaningset forth in Clause3.3;

(f) ―ConflictofInterestshallhavethemeaningsetforthinClause3.2readwith the

provisions ofRFP;

(g) ―Dispute shallhavethemeaningset forth in Clause9.2.1;

(h) ―EffectiveDatemeans thedate on which thisAgreement comes into force and

effect pursuant to Clause2.1;

(i) ―Governmentmeans the Government of ............... ;

(j) ―INR, Re. orRs.meansIndian Rupees;

(l) ―Member,incasetheFirmconsistsofajointventureorconsortiumof more

thanoneentity,meansanyoftheseentities,and―Members meansallof theseentities;

(m) ―Partymeansthe Authority or the Firm, as the case may be, and Parties means
both ofthem;

(n) ―PersonnelmeanspersonshiredbytheFirmorbyanyFirm as employees and

assigned to the performance of the Services or any part thereof;

(o) ―ResidentPersonnelmeanssuchpersonswhoatthetimeofbeingsohired had their

domicile insideIndia;

(p) ―RFPmeans theRequest forProposal documentin responsetowhichthe Firm’s

proposal for providing Services wasaccepted;

(q) ―ServicesmeanstheworktobeperformedbytheFirmpursuanttothis Agreement, as

described in the Terms of Referencehereto;

(r) ―FirmmeansanyentitytowhichtheFirmsubcontractsany part of the Services in

accordance with the provisions of Clause 4.7;and

(s) ―ThirdPartymeans any person or entity other than the Government, the
Authority, the Firm or aFirm.

All terms and words not defined herein shall, unless the context otherwise
requires, have the meaning assigned to them in the RFP.

1.1.2 The following documents along with all addenda issued thereto shall be deemed to
form and be read and construed as integral parts of this Agreement and in case of any
contradiction between or among them the priority in which a document would prevail
over another would be as laid down below beginning from the highest priority to the
lowestpriority:

(a) Agreement;

(b) Annexes ofAgreement;

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 (c) RFP;and

(d) Letter ofAward.

1.2 Relation between theParties

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

servant or of agent and principal as between the Authority and the Firm. The Firm
shall, subject to this Agreement, have complete charge of Personnel performing the
Services and shall be fully responsible for the Services performed by them or on their
behalfhereunder.

1.3 Rights andobligations

The mutual rights and obligations of the Authority and the Firm shall be as set forth
in the Agreement, in particular:

(a) the Firm shall carry out the Services in accordance with the provisions of the
Agreement;and

(b) the Authority shall make payments to the Firm in accordance with the provisions of
theAgreement.

1.4 Governing law andjurisdiction

This Agreement shall be construed and interpreted in accordance with and governed
by the laws of India, and the courts in the State in which the Authority has its
headquarters shall have exclusive jurisdiction over matters arising out of or relating to
this Agreement.

1.5 Language

All notices required to be given by one Party to the other Party and all other
communications, documentation and proceedings which are in any way relevant to
this Agreement shall be in writing and in Englishlanguage.

1.6 Table of contents andheadings

The table of contents, headings or sub-headings in this Agreement are for convenience
of reference only and shall not be used in, and shall not affect, the construction or
interpretation of thisAgreement.

1.7 Notices

Any notice or other communication to be given by any Party to the other Party under
or in connection with the matters contemplated by this Agreement shall be in writing
and shall:

(a) in the case of the Firm, be given by e-mail and by letter delivered by hand to
the address given and marked for attention of the Firm’s Representative set out
below in Clause 1.10 or to such other person as the
FirmmayfromtimetotimedesignatebynoticetotheAuthority;

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 provided that notices or other communications to be given to an address
outside the city specified in Sub-clause (b) below may, if they are
subsequently confirmed by sending a copy thereof by registered
acknowledgement due, air mail or by courier, be sent by e-mail to the number
as the Firm may from time to time specify by notice to theAuthority;

(b) in the case of the Authority, be given by e-mail and by letter delivered by hand
and be addressed to the Authority with a copy delivered to the Authority
Representative set out below in Clause 1.10 or to such other person as the
Authority may from time to time designate by notice to the Firm; provided that
if the Firm does not have an office in the same city as the Authority‘s office, it
may send such notice by e-mail and by registered acknowledgement due, air
mail or by courier;and

(c) any notice or communication by a Party to the other Party, given in

accordance herewith, shall be deemed to have been delivered when in the
normal course of post it ought to have been delivered and in all other cases, it
shall be deemed to have been delivered on the actual date and time of delivery;
provided that in the case of e-mail, it shall be deemed to have been delivered
on the working days following the date of itsdelivery.

1.8 Location

The Services shall be performed at the site of the Project in accordance with the
provisions of RFP and at such locations as are incidental thereto, including the offices
of the Firm.

1.9 Authority of Member-in-charge

In case the Firm consists of a consortium of more than one entity, the Parties agree
that the Lead Member shall act on behalf of the Members in exercising all the Firm’s
rights and obligations towards the Authority under this Agreement, including without
limitation the receiving of instructions and payments from the Authority.

1.10 AuthorisedRepresentatives

1.10.1 Any action required or permitted to be taken, and any document required or permitted
to be executed, under this Agreement by the Authority or the Firm, as the case may
be, may be taken or executed by the officials specified in this Clause1.10.

1.10.2 The Authority may, from time to time, designate one of its officials as the Authority
Representative. Unless otherwise notified, the Authority Representative shallbe:

…………………………….

Tel:

Mobile:

Email:
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1.10.3 The Firm may designate one of its employees as Firm’s Representative. Unless
otherwise notified, the Firm’s Representative shallbe:

..........

..........

Tel:..........

Mobile:..........

Email: ..........

1.11 Taxes andduties

Unless otherwise specified in the Agreement, the Firm shall pay all such taxes, duties,
fees and other impositions as may be levied under the Applicable Laws and the
Authority shall perform such duties in regard to the deduction of such taxes as may be
lawfully imposed on it.

2. COMMENCEMENT,COMPLETIONANDTERMINATIONOF AGREEMENT

2.1 Effectiveness of Agreement

This Agreement shall come into force and effect on the date of this Agreement (the
―EffectiveDate).

2.2 Commencement ofServices

The Firm shall commence the Services within a period of 3 (three) days from the
Effective Date, unless otherwise agreed by theParties.

2.3 Termination of Agreement for failure to commenceServices

If the Firm does not commence the Services within the period specified in Clause 2.2
above, the Authority may, by not less than 2 (two) weeks’ notice to the Firm, declare
this Agreement to be null and void, and in the event of such a declaration, the Bid
Security of the Firm shall standforfeited.

2.4 Expiry ofAgreement

Unless terminated earlier pursuant to Clauses 2.3 or 2.9 hereof, this Agreement shall,
unless extended by the Parties by mutual consent, expire upon the earlier of (i) expiry
of a period of 90 (ninety) days after the delivery of the final deliverable to the
Authority; and (ii) the expiry of 1 (one) year from the Effective Date. Upon
Termination, the Authority shall make payments of all amounts due to the Firm
hereunder.

2.5 EntireAgreement

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2.5.1 This Agreement and the Annexes together constitute a complete and exclusive
statement of the terms of the agreement between the Parties on the subject hereof, and
no amendment or modification hereto shall be valid and effective unless such
modification or amendment is agreed to in writing by the Parties and duly executed by
persons especially empowered in this behalf by the respective Parties. All prior
written or oral understandings, offers or other communications of every kind
pertaining to this Agreement are abrogated and withdrawn; provided, however, that
the obligations of the Firm arising out of the provisions of the RFP shall continue to
subsist and shall be deemed to form part of thisAgreement.

2.5.2 Without prejudice to the generality of the provisions of Clause 2.5.1, on matters not
covered by this Agreement, the provisions of RFP shallapply.

2.6 Modification ofAgreement

Modification of the terms and conditions of this Agreement, including any

modification of the scope of the Services, may only be made by written agreement
between the Parties. Pursuant to Clauses 4.2.3 and 6.1.3 hereof, however, each Party
shall give due consideration to any proposals for modification made by the other
Party.

2.7 Force Majeure

2.7.1 Definition

(a) ForthepurposesofthisAgreement,―ForceMajeuremeansaneventwhich is beyond

the reasonable control of a Party, and which makes a Party‘s performance of its
obligations hereunder impossible or so impractical as reasonably to be
considered impossible in the circumstances, and includes, but is not limited to,
war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other
adverse weather conditions, strikes, lockouts or other industrial action (except
where such strikes, lockouts or other industrial action are within the power of
the Party invoking Force Majeure to prevent), confiscation or any other action
by governmentagencies.

(b) Force Majeure shall not include (i) any event which is caused by the
negligence or intentional action of a Party or such Party‘s Firm or agents or
employees, nor (ii) any event which a diligent Party could reasonably have
been expected to both (A) take into account at the time of the conclusion of
this Agreement, and (B) avoid or overcome in the carrying out of its
obligationshereunder.

(c) Force Majeure shall not include insufficiency of funds or failure to make any
payment requiredhereunder.

2.7.2 No breach ofAgreement

The failure of a Party to fulfil any of its obligations hereunder shall not be considered
to be a breach of, or default under, this Agreement insofar as such inability arises from
an event of Force Majeure, provided that the Party affected by such an event has taken

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 all reasonable precautions, due care and reasonable alternative measures, all with the
objective of carrying out the terms and conditions of this Agreement.

2.7.3 Measures to betaken

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

(b) A Party affected by an event of Force Majeure shall notify the other Party of
such event as soon as possible, and in any event not later than 14 (fourteen)
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 aspossible.

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

2.7.4 Extension of time

Any period within which a Party shall, pursuant to this Agreement, 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.

2.7.5 Payments

During the period of its inability to perform the Services as a result of an event of
Force Majeure, the Firm shall be entitled to be reimbursed for Additional Costs
reasonably and necessarily incurred by it during such period for the purposes of the
Services and in reactivating the Services after the end of such period.

2.7.6 Discussion

Not later than 30 (thirty) days after the Firm has, as the result of an event of Force
Majeure, 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 circumstances.

2.8 Suspension ofAgreement

The Authority may, by written notice of suspension to the Firm, suspend all payments
to the Firm hereunder if the Firm shall be in breach of this Agreement or shall fail to
perform any of its obligations under this Agreement, including the carrying out of the
Services; provided that such notice of suspension (i) shall specify the nature of the
breach or failure, and (ii) shall provide an opportunity to the Firm to remedy such
breach or failure within a period not exceeding 30 (thirty) days after receipt by the
Firm of such notice of suspension.

2.9 Termination ofAgreement

2.9.1 By theAuthority

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 The Authority may, by not less than 30 (thirty) days written notice of termination to
the Firm, such notice to be given after the occurrence of any of the events specified in
this Clause 2.9.1, terminate this Agreement if:

(a) the Firm fails to remedy any breach hereof or any failure in the performance of
its obligations hereunder, as specified in a notice of suspension pursuant to
Clause 2.8 hereinabove, within 30 (thirty) days of receipt of such notice of
suspension or within such further period as the Authority may have
subsequently granted inwriting;

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

(c) the Firm fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Clause 9hereof;

(d) the Firm submits to the Authority a statement which has a material effect on the
rights, obligations or interests of the Authority and which the Firm knows to
befalse;

(e) any document, information, data or statement submitted by the Firm in its
Proposals, based on which the Firm was considered eligible or successful, is
found to be false, incorrect ormisleading;

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

(g) the Authority, in its sole discretion and for any reason whatsoever, decides to
terminate thisAgreement.

2.9.2 By theFirm

The Firm may, by not less than 30 (thirty) days written notice to the Authority, such
notice to be given after the occurrence of any of the events specified in this Clause
2.9.2, terminate this Agreement if:

(a) the Authority fails to pay any money due to the Firm pursuant to this
Agreement and not subject to dispute pursuant to Clause 9 hereof within 45
(forty-five) days after receiving written notice from the Firm that such
payment isoverdue;

(b) the Authority is in material breach of its obligations pursuant to this

Agreement and has not remedied the same within 45 (forty-five) days (or such
longer period as the Firm may have subsequently granted in writing) following
the receipt by the Authority of the Firm’s notice specifying suchbreach;

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

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 (d) the Authority fails to comply with any final decision reached as a result of
arbitration pursuant to Clause 9hereof.

2.9.3 Cessation of rights andobligations

Upon termination of this Agreement pursuant to Clauses 2.3 or 2.9 hereof, or upon
expiration of this Agreement pursuant to Clause 2.4 hereof, all rights and obligations
of the Parties hereunder shall cease, except (i) such rights and obligations as may have
accrued on the date of termination or expiration, or which expressly survive such
Termination; (ii) the obligation of confidentiality set forth in Clause 3.3 hereof; (iii)
the Firm‘s obligation to permit inspection, copying and auditing of such of its
accounts and records set forth in Clause 3.6, as relate to the Firm‘s Services provided
under this Agreement; and (iv) any right or remedy which a Party may have under this
Agreement or the ApplicableLaw.

2.9.4 Cessation ofServices

Upon termination of this Agreement by notice of either Party to the other pursuant to
Clauses 2.9.1 or 2.9.2 hereof, the Firm 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. With respect to documents prepared by the Firm and
equipment and materials furnished by the Authority, the Firm shall proceed as
provided respectively by Clauses 3.9 or 3.10hereof.

2.9.5 Payment uponTermination

Upon termination of this Agreement pursuant to Clauses 2.9.1 or 2.9.2 hereof, the
Authority shall make the following payments to the Firm (after offsetting against
these payments any amount that may be due from the Firm to the Authority):

(i) remuneration pursuant to Clause 6 hereof for Services satisfactorily performed

prior to the date oftermination;

(ii) reimbursable expenditures pursuant to Clause 6 hereof for expenditures

actually incurred prior to the date of termination;and

(iii) except in the case of termination pursuant to sub-clauses (a) through (e) of
Clause 2.9.1 hereof, reimbursement of any reasonable cost incidental to the
prompt and orderly termination of the Agreement including the cost of the
return travel of the Firm’spersonnel.

2.9.6 Disputes about Events ofTermination

If either Party disputes whether an event specified in Clause 2.9.1 or in Clause 2.9.2
hereof has occurred, such Party may, within 30 (thirty) days after receipt of notice of
termination from the other Party, refer the matter to arbitration pursuant to Clause 9
hereof, and this Agreement shall not be terminated on account of such event except in
accordance with the terms of any resulting arbitral award.

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3. OBLIGATIONS OF THEFIRM

3.1 General

3.1.1 Standards ofPerformance

The Firm shall perform the Services and carry out its obligations hereunder with all
due diligence, efficiency and economy, in accordance with generally accepted
professional techniques and practices, and shall observe sound management practices,
and employ appropriate advanced technology and safe and effective equipment,
machinery, materials and methods. The Firm shall always act, in respect of any matter
relating to this Agreement or to the Services, as a faithful adviser to the Authority, and
shall at all times support and safeguard the Authority's legitimate interests in any
dealings with Firms or Third Parties.

3.1.2 Terms ofReference

The scope of services to be performed by the Firm is specified in the Terms of

Reference (the ―TOR) at Annex-1 of thisAgreement. The Firm shall provide the
Deliverables specified therein in conformity with the time schedule stated therein.

3.1.3 Applicable Laws

The Firm shall perform the Services in accordance with the Applicable Laws and shall
take all practicable steps to ensure that any Firm, as well as the Personnel and agents
of the Firm and any Firm, comply with the Applicable Laws.

3.2 Conflict ofInterest

3.2.1 The Firm shall not have a Conflict of Interest and any breach hereof shall constitute a
breach of theAgreement.

3.2.2 Firm and Affiliates not to be otherwise interested in theProject

The Firm agrees that, during the term of this Agreement and after its termination, the
Firm or any Associate thereof and any entity affiliated with the Firm, as well as any
Firm and any entity affiliated with such Sub- Firm, shall be disqualified from
providing goods, works, services, loans or equity for any project resulting from or
closely related to the Services and any breach of this obligation shall amount to a
Conflict of Interest; provided that the restriction herein shall not apply after a period
of five years from the completion of this assignment or to consulting assignments
granted by banks/ lenders at any time; provided further that this restriction shall not
apply to Project/ advisory services provided to the Authority in continuation of this
Project or to any subsequent Project/ advisory services provided to the Authority in
accordance with the rules of the Authority. For the avoidance of doubt, an entity
affiliated with the Firm shall include a partner in the Firm’s firm or a person who
holds more than 5% (five per cent) of the subscribed and paid up share capital of the
Firm, as the case may be, and any Associatethereof.

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3.2.3 Prohibition of conflictingactivities

Neither the Firm nor its Firm nor the Personnel of either of them shall engage, either
directly or indirectly, in any of the following activities:

(a) during the term of this Agreement, any business or professional activities
which would conflict with the activities assigned to them under this
Agreement;

(b) after the termination of this Agreement, such other activities as may be
specified in the Agreement;or

(c) at any time, such other activities as have been specified in the RFP as Conflict
of Interest.

3.2.4 Firm not to benefit from commissions, discounts,etc.

The remuneration of the Firm pursuant to Clause 6 hereof shall constitute the Firm‘s
sole remuneration in connection with this Agreement or the Services and the Firm
shall not accept for its own benefit any trade commission, discount or similar payment
in connection with activities pursuant to this Agreement or to the Services or in the
discharge of its obligations hereunder, and the Firm shall use its best efforts to ensure
that any Firm, as well as the Personnel and agents of either of them, similarly shall not
receive any such additional remuneration.

3.2.5 The Firm and its Personnel shall observe the highest standards of ethics and shall not
have engaged in and shall not hereafter engage in any corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive practice (collectivelythe -
ProhibitedPractices). Notwithstandinganythingto the contrary contained in this
Agreement, the Authority shall be entitled to terminate this Agreement forthwith by a
communication in writing to the Firm, without being liable in any manner whatsoever
to the Firm, if it determines that the Firm has, directly or indirectly or through an
agent, engaged in any Prohibited Practices in the Selection Process or before or after
entering into of this Agreement. In such an event, the Authority shall forfeit and
appropriate the performance security, if any, as mutually agreed genuine pre-estimated
compensation and damages payable to the Authority towards, inter alia, the time, cost
and effort of the Authority, without prejudice to the Authority‘s any other rights or
remedy hereunder or inlaw.

3.2.6 Without prejudice to the rights of the Authority under Clause 3.2.5 above and the
other rights and remedies which the Authority may have under this Agreement, if the
Firm is found by the Authority to have directly or indirectly or through an agent,
engaged or indulged in any Prohibited Practices, during the Selection Process or
before or after the execution of this Agreement, the Firm shall not be eligible to
participate in any tender or RFP issued during a period of 2 (two) years from the date
the Firm is found by the Authority to have directly or indirectly or through an agent,
engaged or indulged in any ProhibitedPractices.

3.2.7 For the purposes of Clauses 3.2.5 and 3.2.6, the following terms shall have the
meaning hereinafter respectively assigned tothem:

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 (a) ―corrupt practicemeans (i) the offering, giving, receiving or soliciting,
directly or indirectly, of anything of value to influence the actions of any
person connected with the Selection Process (for removal of doubt, offering of
employment or employing or engaging in any manner whatsoever, directly or
indirectly, any official of the Authority who is or has been associated in any
manner, directly or indirectly with Selection Process or LOA or dealing with
matters concerning the Agreement before or after the execution thereof, at any
time prior to the expiry of one year from the date such official resigns or
retires from or otherwise ceases to be in the service of the Authority, shall be
deemed to constitute influencing the actions of a person connected with the
Selection Process); or (ii) engaging in any manner whatsoever, whether during
the Selection Process or after the issue of LOA or after the execution of the
Agreement, as the case may be, any person in respect of any matter relating to
the Project or the LOA or the Agreement, who at any time has been or is a
legal, financial or technical adviser the Authority in relation to any matter
concerning theProject;

(b) ―fraudulentpracticemeansamisrepresentationoromissionoffactsor
suppression of facts or disclosure of incomplete facts, in order to influence the
SelectionProcess;

(c) ―coercivepracticemeansimpairingorharming,orthreateningtoimpairor harm,

directly or indirectly, any person or property to influence any person’s
participation or action in the Selection Process or the exercise of its rights or
performance of its obligations by the Authority under thisAgreement;

(d) ―undesirable practicemeans (i) establishing contact with any person

connected with or employed or engaged by the Authority with the objective of
canvassing, lobbying or in any manner influencing or attempting to influence
the Selection Process; or (ii) having a Conflict of Interest;and

(e) ―restrictivepracticemeansformingacartelorarrivingatanyunderstanding or
arrangement among Applicants with the objective of restricting or
manipulating a full and fair competition in the SelectionProcess.

3.3 Confidentiality

The Firm, its Firms and the Personnel of either of them shall not, either during the
term or within two years after the expiration or termination of this Agreement disclose
any proprietary information, including information relating to reports, data, drawings,
design software or other material, whether written or oral, in electronic or magnetic
format, and the contents thereof; and any reports, digests or summaries created or
derived from any of the foregoing that is provided by the Authority to the Firm, its
Firms and the Personnel; any information provided by or relating to the Authority, its
technology, technical processes, business affairs or finances or any information
relating to the Authority‘s employees, officers or other professionals or suppliers,
customers, or contractors of the Authority; and any other information which the Firm
is under an obligation to keep confidential in relation to the Project, the Services or
this Agreement ("Confidential Information"), without the prior written consent of
theAuthority.

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 Notwithstanding the aforesaid, the Firm, its Firms and the Personnel of either of them
may disclose Confidential Information to the extent that such Confidential
Information:

(i) was in the public domain prior to its delivery to the Firm, its Sub- Firms and
the Personnel of either of them or becomes a part of the public knowledge
from a source other than the Firm, its Firms and the Personnel of either
ofthem;

(ii) was obtained from a third party with no known duty to maintain its
confidentiality;

(iii) is required to be disclosed by Applicable Laws or judicial or administrative or

arbitral process or by any governmental instrumentalities, provided that for any
such disclosure, the Firm, its Firms and the Personnel of either of them shall
give the Authority, prompt written notice, and use reasonable efforts to ensure
that such disclosure is accorded confidential treatment;and

(iv) is provided to the professional advisers, agents, auditors or representatives of

the Firm or its Firms or Personnel of either of them, as is reasonable under the
circumstances; provided, however, that the Firm or its Firms or Personnel of
either of them, as the case may be, shall require their professional advisers,
agents, auditors or its representatives, to undertake in writing to keep such
Confidential Information, confidential and shall use its best efforts to ensure
compliance with suchundertaking.

3.4 Liability of theFirm

3.4.1 The Firm’s liability under this Agreement shall be determined by the Applicable Laws
and the provisionshereof.

3.4.2 The Firm shall, subject to the limitation specified in Clause 3.4.3, be liable to the
Authority for any direct loss or damage accrued or likely to accrue due to deficiency
in Services rendered byit.

3.4.3 The Parties hereto agree that in case of negligence or willful misconduct on the part of
the Firm or on the part of any person or firm acting on behalf of the Firm in carrying
out the Services, the Firm, with respect to damage caused to the Authority‘s property,
shall not be liable to theAuthority:

(i) for any indirect or consequential loss or damage;and

(ii) for any direct loss or damage that exceeds (a) the Agreement Value set forth in
Clause 6.1.2 of this Agreement, or (b) the proceeds the Firm may be entitled to
receive from any insurance maintained by the Firm to cover such a liability in
accordance with Clause 3.5.2, whichever of (a) or (b) ishigher.

3.4.4 This limitation of liability specified in Clause 3.4.3 shall not affect the Firm’s
liability, if any, for damage to Third Parties caused by the Firm or any person or firm
acting on behalf of the Firm in carrying out the Services subject, however, to a limit
equal to 3 (three) times the Agreement Value.

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3.5 Insurance to be taken out by theFirm

3.5.1 (a) The Firm shall, for the duration of this Agreement, take out and maintain, and
shall cause any Firm to take out and maintain, at its own cost, but on terms and
conditions approved by the Authority, insurance against the risks, and for the
coverages, as specified in the Agreement and in accordance with good
industrypractice.

(b) Within 15 (fifteen) days of receiving any insurance policy certificate in respect
of insurances required to be obtained and maintained under this clause, the Firm
shall furnish to the Authority, copies of such policy certificates, copies of the
insurance policies and evidence that the insurance premia have been paid in
respect of such insurance. No insurance shall be cancelled, modified or allowed
to expire or lapse during the term of thisAgreement.

(c) If the Firm fails to effect and keep in force the aforesaid insurances for which it
is responsible pursuant hereto, the Authority shall, apart from having other
recourse available under this Agreement, have the option, without prejudice to
the obligations of the Firm, to take out the aforesaid insurance, to keep in force
any such insurances, and pay such premia and recover the costs thereof from the
Firm, and the Firm shall be liable to pay such amounts on demand by
theAuthority.

(d) Except in case of Third Party liabilities, the insurance policies so procured shall
mention the Authority as the beneficiary of the Firm and the Firm shall procure
an undertaking from the insurance company to this effect; provided that in the
event the Firm has a general insurance policy that covers the risks specified in
this Agreement and the amount of insurance cover is equivalent to 3 (three)
times the cover required hereunder, such insurance policy may not mention the
Authority as the sole beneficiary of the Firm or require an undertaking to
thateffect.

3.5.2 The Parties agree that the risks and coverages shall include but not be limited to the
following:

(a) Third Party liability insurance as required under Applicable Laws, with a
minimum coverage of Rs. ……….;

(b) Employer’s liability and workers compensation insurance in respect of the

Personnel of the Firm and of any Firm, in accordance with Applicable Laws;and

(c) professional liability insurance for an amount no less than the AgreementValue.

The indemnity limit in terms of ―Any One Accident(AOA) and ―Aggregate limit on
the policy period(AOP) should not be less than the amount stated in Clause 6.1.2 of
the Agreement. In case of consortium, the policy should be in the name of Lead
Member and not in the name of individual Members of the consortium.

3.6 Accounting, inspection andauditing

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 The Firm shall:

(a) keep accurate and systematic accounts and records in respect of the Services
provided under this Agreement, in accordance with internationally accepted
accounting principles and in such form and detail as will clearly identify all
relevant time charges and cost, and the basis thereof (including the basis of the
Firm‘s costs and charges);and

(b) permit the Authority or its designated representative periodically, and up to

one year from the expiration or termination of this Agreement, to inspect the
same and make copies thereof as well as to have them audited by auditors
appointed by theAuthority.

3.7 Firm’s actions requiring the Authority's priorapproval

The Firm shall obtain the Authority's prior approval in writing before taking any of the
following actions:

(a) appointing such members of the Professional Personnel as are not listed in
Annex–2.

(b) entering into a subcontract for the performance of any part of the Services, it
being understood (i) that the selection of the Firm and the terms and conditions
of the subcontract shall have been approved in writing by the Authority prior
to the execution of the subcontract, and (ii) that the Firm shall remain fully
liable for the performance of the Services by theSub-
Firm and its Personnel pursuant to this Agreement; or

(c) any other action that is specified in thisAgreement.

3.8 Reportingobligations

The Firm shall submit to the Authority the reports and documents specified in the
Agreement, in the form, in the numbers and within the time periods set forth therein.

3.9 Documents prepared by the Firm to be property of theAuthority

3.9.1 All plans, drawings, specifications, designs, reports and other documents (collectively
referredtoas―ProjectDocuments)preparedbytheFirm(orbytheSub- Firms or any Third
Party) in performing the Services shall become and remain the property of the
Authority, and all intellectual property rights in such Project Documents shall vest
with the Authority. Any Project Document, of which the ownership or the intellectual
property rights do not vest with the Authority under law, shall automatically stand
assigned to the Authority as and when such Project Document is created and the Firm
agrees to execute all papers and to perform such other acts as the Authority may deem
necessary to secure its rights herein assigned by theFirm.

3.9.2 The Firm shall, not later than termination or expiration of this Agreement,
deliverallProjectDocumentstotheAuthority,togetherwithadetailed

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 inventory thereof. The Firm may retain a copy of such Project Documents. The Firm,
its Firms or a Third Party shall not use these Project Documents for purposes
unrelated to this Agreement without the prior written approval of the Authority.

3.9.3 The Firm shall hold the Authority harmless and indemnified for any losses, claims,
damages, expenses (including all legal expenses), awards, penalties or injuries
(collectively referred to as Claims‘) which may arise from or due to anyunauthorised
use of such Project Documents, or due to any breach or failure on part of the Firm or
its Firms or a Third Party to perform any of its duties or obligations in relation to
securing the aforementioned rights of theAuthority.

3.10 Equipment and materials furnished by theAuthority

Equipment and materials made available to the Firm by the Authority shall be the
property of the Authority and shall be marked accordingly. Upon termination or
expiration of this Agreement, the Firm shall furnish forthwith to the Authority, an
inventory of such equipment and materials and shall dispose of such equipment and
materials in accordance with the instructions of the Authority. While in possession of
such equipment and materials, the Firm shall, unless otherwise instructed by the
Authority in writing, insure them in an amount equal to their full replacement value.

3.11 Providing access to Project Office and Personnel

The Firm shall ensure that the Authority, and officials of the Authority having
authority from the Authority, are provided unrestricted access to the Project Office
and to all Personnel during office hours. The Authority’s official, who has been
authorized by the Authority in this behalf, shall have the right to inspect the Services
in progress, interact with Personnel of the Firm and verify the records relating to the
Services for hissatisfaction.

3.12. Accuracy of Documents

The Firm shall be responsible for accuracy of the data collected by it directly or
procured from other agencies/authorities, the designs, drawings, estimates and all
other details prepared by it as part of these services. Subject to the provisions of
Clause 3.4, it shall indemnify the Authority against any inaccuracy in its work which
might surface during implementation of the Project, if such inaccuracy is the result of
any negligence or inadequate due diligence on part of the Firm or arises out of its
failure to conform to good industry practice. The Firm shall also be responsible for
promptly correcting, at its own cost and risk, the drawings including any re-survey
/investigations.

4. FIRM’S PERSONNEL ANDFIRMS

4.1 General

The Firm shall employ and provide such qualified and experienced Personnel as may
be required to carry out the Services.

4.2 Deployment ofPersonnel

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4.2.1 The designations, names and the estimated periods of engagement in carrying out the
Services by each of the Firm’s Personnel are described in Annex-2 of this Agreement.
The estimate of Personnel costs and person day rates are specified in Annex-3 of
thisAgreement.

4.2.2 Adjustments with respect to the estimated periods of engagement of Personnel set
forth in the aforementioned Annex-3 may be made by the Firm by written notice to
the Authority, provided that: (i) such adjustments shall not alter the originally
estimated period of engagement of any individual by more than 20% (twenty per cent)
or one week, whichever is greater, and (ii) the aggregate of such adjustments shall not
cause payments under the Agreement to exceed the Agreement Value set forth in
Clause 6.1.2 of this Agreement. Any other adjustments shall only be made with the
written approval of theAuthority.

4.2.3 If additional work is required beyond the scope of the Services specified in the Terms
of Reference, the estimated periods of engagement of Personnel, set forth in the
Annexes of the Agreement may be increased by agreement in writing between the
Authority and the Firm, provided that any such increase shall not, except as otherwise
agreed, cause payments under this Agreement to exceed the Agreement Value set
forth in Clause 6.1.2.

4.3 Approval of Personnel

4.3.1 The Professional Personnel listed in Annex-2 of the Agreement are hereby approved
by the Authority. No other Professional Personnel shall be engaged without prior
approval of the Authority.

4.3.2 If the Firm hereafter proposes to engage any person as Professional Personnel, it shall
submit to the Authority its proposal along with a CV of such person in the form
provided at Appendix–I (Form-12) of the RFP. The Authority may approve or reject
such proposal within 14 (fourteen) days of receipt thereof. In case the proposal is
rejected, the Firm may propose an alternative person for the Authority’s
consideration. In the event the Authority does not reject a proposal within 14
(fourteen) days of the date of receipt thereof under this Clause 4.3, it shall be deemed
to have been approved by theAuthority.

4.4 Substitution of Key Personnel

The Authority expects all the Key Personnel specified in the Proposal to be available
during implementation of the Agreement. The Authority will not consider any
substitution of Key Personnel except under compelling circumstances beyond the
control of the Firm and the concerned Key Personnel. Such substitution shall be
limited to not more than two Key Personnel subject to equally or better qualified and
experienced personnel being provided to the satisfaction of the Authority. Without
prejudice to the foregoing, substitution of one Key Personnel shall be permitted
subject to reduction of remuneration equal to 20% (twenty per cent) of the total
remuneration specified for the Key Personnel who is proposed to be substituted. In
case of a second substitution, such reduction shall be equal to 50% (fifty per cent) of
the total remuneration specified for the Key Personnel who is proposed to be
substituted.

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4.5 Working hours, overtime, leave,etc.

The Personnel shall not be entitled to be paid for overtime nor to take paid sick leave
or vacation leave except as specified in the Agreement, and the Firm’s remuneration
shall be deemed to cover these items. All leave to be allowed to the Personnel is
excluded from the person days of service set forth in Annex-2. Any taking of leave by
any Personnel for a period exceeding 7 (seven) days shall be subject to the prior
approval of the Authority, and the Firm shall ensure that any absence on leave will not
delay the progress and quality of theServices.

4.6 Resident Team Leader and ProjectManager

The person designated as the Team Leader of the Firm’s Personnel shall be
responsible for the coordinated, timely and efficient functioning of the Personnel. In
addition, the Firm shall designate a suitable person as Project Manager (the―Project
Manager) whoshallberesponsiblefordaytodayperformance of the Services.

5. OBLIGATIONS OF THEAUTHORITY

5.1 Assistance in clearances etc.

Unless otherwise specified in the Agreement, the Authority shall make best efforts to
ensure that the Government shall:

(a) provide the Firm, its Firms and Personnel with work permits and such other
documents as may be necessary to enable the Firm, its Firms or Personnel to
perform theServices;

(b) facilitate prompt clearance through customs of any property required for the
Services;and

(c) issue to officials, agents and representatives of the Government all such
instructions as may be necessary or appropriate for the prompt and effective
implementation of theServices.

5.2 Access to land andproperty

The Authority warrants that the Firm shall have, free of charge, unimpeded access to
the site of the project in respect of which access is required for the performance of
Services; provided that if such access shall not be made available to the Firm as and
when so required, the Parties shall agree on (i) the time extension, as may be
appropriate, for the performance of Services, and (ii) theadditional payments, if any,
to be made to the Firm as a result thereof pursuant to Clause6.1.3.

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5.3 Change in ApplicableLaw

If, after the date of this Agreement, there is any change in the Applicable Laws with
respect to taxes and duties which increases or decreases the cost or reimbursable
expenses incurred by the Firm in performing the Services, by an amount exceeding
2% (two per cent) of the Agreement Value specified in Clause 6.1.2, then the
remuneration and reimbursable expenses otherwise payable to the Firm under this
Agreement shall be increased or decreased accordingly by agreement between the
Parties hereto, and corresponding adjustments shall be made to the aforesaid
AgreementValue.

5.4 Payment

In consideration of the Services performed by the Firm under this Agreement, the
Authority shall make to the Firm such payments and in such manner as is provided in
Clause 6 of this Agreement.

6. PAYMENT TO THEFIRM

6.1 Cost estimates and AgreementValue

6.1.1 An abstract of the cost of the Services payable to the Firm is set forth in Annex- 5 of
theAgreement.

6.1.2 Except as may be otherwise agreed under Clause 2.6 and subject to Clause 6.1.3, the
payments under this Agreement shall not exceed the agreement value specified herein
(the ―AgreementValue).TheParties agreethat the AgreementValueis Rs.……….
(Rupees. ................................. ), which does not include the Additional Costsspecified
in Annex-5 (the―Additional Costs).

6.1.3 Notwithstanding anything to the contrary contained in Clause 6.1.2, if pursuant to the
provisions of Clauses 2.6 and 2.7, the Parties agree that additional payments shall be
made to the Firm in order to cover any additional expenditures not envisaged in the
cost estimates referred to in Clause 6.1.1 above, the Agreement Value set forth in
Clause 6.1.2 above shall be increased by the amount or amounts, as the case may be,
of any such additionalpayments.

6.2 Currency of payment

All payments shall be made in Indian Rupees. The Firm shall be free to convert
Rupees into any foreign currency as per Applicable Laws.

6.3 Mode of billing andpayment

Billing and payments in respect of the Services shall be made as follows: -

(a) No Mobilisation Advance shall bepaid.

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(b) The Firm shall be paid for its services as per the Payment Schedule at Annex-6
of this Agreement, subject to the Firm fulfilling the following conditions:

(i) No payment shall be due for the next stage till the Firm completes, to
the satisfaction of the Authority, the work pertaining to the
precedingstage.

(ii) The Authority shall pay to the Firm, only the undisputedamount.

(c) The Authority shall cause the payment due to the Firm to be made within 30
(thirty) days after the receipt by the Authority of duly completed bills with
necessary particulars (the - DueDate). Interest atthe rate of 10% (ten per cent) per
annum shall become payable as from the Due Date on any amount due by, but
not paid on or before, such DueDate.

(d) The final payment under this Clause shall be made only after the final report
and a final statement, identified as such, shall have been submitted by the Firm
and approved as satisfactory by the Authority. The Services shall be deemed
completed and finally accepted by the Authority and the final deliverable shall
be deemed approved by the Authority as satisfactory upon expiry of 90
(ninety) days after receipt of the final deliverable by the Authority unless the
Authority, within such 90 (ninety) day period, gives written notice to the Firm
specifying in detail, the deficiencies in the Services. The Firm shall thereupon
promptly make any necessary corrections and/or additions, and upon
completion of such corrections or additions, the foregoing process shall be
repeated. The Authority shall make the final payment upon acceptance or
deemed acceptance of the final deliverable by theAuthority.

(e) Any amount which the Authority has paid or caused to be paid in excess of the
amounts actually payable in accordance with the provisions of this Agreement
shall be reimbursed by the Firm to the Authority within 30 (thirty) days after
receipt by the Firm of notice thereof. Any such claim by the Authority for
reimbursement must be made within 1 (one) year after receipt by the Authority
of a final report in accordance with Clause 6.3 (d). Any delay by the Firm in
reimbursement by the due date shall attract simple interest @ 10% (ten per
cent) perannum.

(f) 10% (ten per cent) of the Agreement Value has been earmarked as Final
Payment to be made to the Firm upon execution of the Agreement. In the
event the Agreement does not get executed within 1 (one) year of the Effective
Date the Final Payment shall not become due to the Firm, save and except the
costs incurred for meeting its reimbursable expenses during the period after
expiry of 18 (eighteen) weeks from the Effective Date, including travel costs
and personnel costs, at the agreedrates.

(g) All payments under this Agreement shall be made to the account of the Firm as
may be notified to the Authority by theFirm.

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7. LIQUIDATED DAMAGES AND PENALTIES
7.1 PerformanceSecurity
78
7.1.1 The Authority shall retainbywayofperformancesecurity(the ―Performance
Security), 10% (ten per cent) of all the amounts due and payable to the Firm, to be
appropriated against breach of this Agreement or for recovery of liquidated damages
as specified in Clause 7.2. The balance remaining out of the Performance Security
shall be returned to the Firm at the end of 3 (three) months after the expiry of this
Agreement pursuant to Clause 2.4 hereof. For the avoidance of doubt, the parties
hereto expressly agree that in addition to appropriation of the amounts withheld
hereunder, in the event of any default requiring the appropriation of further amounts
comprising the Performance Security, the Authority may make deductions from any
subsequent payments due and payable to the Firm hereunder, as if it is appropriating
the Performance Security in accordance with the provisions of this Agreement.

7.1.2 The Firm may, in lieu of retention of the amounts as referred to in Clause 7.1.1 above,
furnish a Bank Guarantee substantially in the form specified at Annex-7 of this
Agreement.

7.2 LiquidatedDamages

7.2.1 Liquidated Damages forerror/variation

In case any error or variation or plagiarism is detected in the data, data analysis or
reports, submitted by the Firm and such error or variation is the result of negligence or
lack of due diligence on the part of the Firm, the consequential damages thereof shall
be quantified by the Authority in a reasonable manner and recovered from the Firm by
way of deemed liquidated damages, subject to a maximum of 10% (10 per cent) of the
Agreement Value

7.2.2 Liquidated Damages fordelay

In case of delay in completion of Services, liquidated damages not exceeding an

amount equal to 1% (one per cent) of the Agreement Value per week, subject to a
maximum of 10% (ten per cent) of the Agreement Value will be imposed and shall be
recovered by appropriation from the Performance Security or otherwise. However, in
case of delay due to reasons beyond the control of the Firm, suitable extension of time
shall begranted.

7.2.3 Encashment and appropriation of PerformanceSecurity

The Authority shall have the right to invoke and appropriate the proceeds of the
Performance Security, in whole or in part, without notice to the Firm in the event of
breach of this Agreement or for recovery of liquidated damages specified in this
Clause7.2.

7.3 Penalty for deficiency inServices

In addition to the liquidated damages not amounting to penalty, as specified in Clause

7.2, warning may be issued to the Firm for minor deficiencies on its part. In the case
of significant deficiencies in Services causing adverse effect on the Project or on

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 the reputation of the Authority, other penal action including debarring for a specified
period may also be initiated as per policy of the Authority.

8. FAIRNESS AND GOODFAITH

8.1 GoodFaith

The Parties undertake to act in good faith with respect to each other’s rights under this
Agreement and to adopt all reasonable measures to ensure the realization of the
objectives of this Agreement.

8.2 Operation of the Agreement

The Parties recognize that it is impractical in this Agreement to provide for every
contingency which may arise during the life of the Agreement, and the Parties hereby
agree that it is their intention that this Agreement shall operate fairly as between them,
and without detriment to the interest of either of them, and that, if during the term of
this Agreement either Party believes that this Agreement is operating unfairly, the
Parties will use their best efforts to agree on such action as may be necessary to
remove the cause or causes of such unfairness, but failure to agree on any action
pursuant to this Clause shall not give rise to a dispute subject to arbitration in
accordance with Clause 9 hereof.

9. SETTLEMENT OFDISPUTES

9.1 Amicablesettlement

The Parties shall use their best efforts to settle amicably all disputes arising out of or
in connection with this Agreement or the interpretationthereof.

9.2 Disputeresolution

9.2.1 Any dispute, difference or controversy of whatever nature howsoever arising under or
out of or in relation to this Agreement (including its interpretation) between the
Parties,andsonotifiedinwritingbyeitherPartytotheotherParty(the―Dispute) shall, in the
first instance, be attempted to be resolved amicably in accordance with the
conciliation procedure set forth in Clause9.3.

9.2.2 The Parties agree to use their best efforts for resolving all Disputes arising under or in
respect of this Agreement promptly, equitably and in good faith, and further agree to
provide each other with reasonable access during normal business hours to all non-
privileged records, information and data pertaining to anyDispute.

9.3 Conciliation

In the event of any Dispute between the Parties, either Party may call upon CEO, NOIDA
and the Chairman of the Board of Directors of the Firm or a substitute thereof for
amicable settlement, and upon such reference, the said persons shall meet no later than
10 (ten) days from the date of reference to discuss and attempt to amicably resolve the
Dispute. If such meeting does not take place within the 10 (ten) day period or the
Dispute is not amicably settled within 15 (fifteen) days of the meeting or the Dispute is
not resolvedas evidenced by the signing of written terms of settlement within 30

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 80
Noida City on BOT Basis
 (thirty) days of the notice in writing referred to in Clause 9.2.1 or such longer period
as may be mutually agreed by the Parties, either Party may refer the Dispute to
arbitration in accordance with the provisions of Clause 9.4.

9.4 Arbitration

9.4.1 Any Dispute which is not resolved amicably by conciliation, as provided in Clause
9.3, shall be finally decided by reference to arbitration by an Arbitral Tribunal
appointed in accordance with Clause 9.4.2. Such arbitration shall be held in
accordance with the Rules of Arbitration of the International Centre for Alternative
DisputeResolution,NewDelhi(the―Rules),orsuchotherrulesasmaybemutually agreed by
the Parties, and shall be subject to the provisions of the Arbitration and Conciliation
Act,1996. The place of such arbitration shall be the capital of the State where the
Authority has its headquarters and the language of arbitration proceedings shall
beEnglish.

9.4.2 There shall be a sole arbitrator whose appointment or an Arbitral Tribunal of

three arbitrators, of whom each Party shall select one, and the third arbitrator
shall be appointed by the two arbitrators so selected, and in the event of
disagreement between the two arbitrators, the appointment10shall be made in
accordance with theRules.

9.4.3 Thearbitratorsshallmakeareasonedaward(the―Award).AnyAwardmadeinany
arbitration held pursuant to this Clause 9 shall be final and binding on the Parties as
from the date it is made, and the Firm and the Authority agree and undertake to carry
out such Award withoutdelay.

9.4.4 The Firm and the Authority agree that an Award may be enforced against the Firm
and/or the Authority, as the case may be, and their respective assets whereversituated.

9.4.5 This Agreement and the rights and obligations of the Parties shall remain in full force
and effect, pending the Award in any arbitration proceedingshereunder.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed
in their respective names as of the day and year first above written.

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of For and on behalf of
Firm: Authority

(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)

10
Where the Agreement Value specified in Clause 6.1.2 of this Agreement is expected to be less than Rs. 2
crores, the provision for a sole arbitrator shall be retained and where the Agreement Value is likely to be more
than Rs. 2 crores, the provision for a Board shall be retained.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 81
Noida City on BOT Basis
In the presence of:

1. 2.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis 82
 Annex-1

Terms of Reference
(Refer Clause 3.1.2)

(Reproduce Schedule-1 of RFP)

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 83
Noida City on BOT Basis
 Annex-2

Deployment of Personnel
(Refer Clause 4.2)

(Reproduce as per Form-13 of Appendix-I)

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Noida City on BOT Basis
 Annex-3

Cost of Services
(Refer Clause 6.1)

(Reproduce as per Form-2 of Appendix-II)

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Noida City on BOT Basis
 Annex-4

Payment Schedule
(Refer Clause 6.3)

Key
Description of Deliverables YEAR Payment
Date No.

KD1 Inception report approved by Authority 20%

KD2 Mid-term report approved by Authority 30%

KD3 Draft evaluation report 30%

KD4 Final Evaluation Report approved by Authority 20%

Total 100%

$
Excludes the time taken by the Authority in providing its comments on the Draft evaluation report. The Firm
shall get one week for submission of the Final Evaluation Report after comments of the Authority areprovided.

Notes:

1. The above payments shall be made to the Firm provided that the payments to be
made at any time shall not exceed the amount certified by the Firm in its
Statement ofExpenses.

2. All Reports shall first be submitted as draft reports for comments of the
Authority. The Authority shall provide its comments no later than …………from
the date of receiving a draft report and in case no comments are provided within
such……..., the Firm shall finalise its report. Provided, however, that the
Authority may take upto……… in providing its comments on the Draft
evaluationreport.

3. Draft evaluation report shall be completed in ……. excluding the time taken by
the Authority in providing its comments on the Draft evaluation report. The Firm
may take 1 (one) week for submitting its Final Evaluation Report after receipt of
comments from theAuthority.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
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 Annex- 5

Bank Guarantee for Performance Security

(Refer Clause 7.1.2)

To

....................
....................
....................

In consideration of ............................. acting on behalf of the [CEO of Noida

Authority ................................] (hereina7fter referredasthe―Authority, which expression
shall, unless repugnant to the context or meaning thereof, include its successors, administrators
and assigns) awarding to ………………..., having its office at………………...
(hereinafter referredasthe―Firmwhichexpressionshall, unless repugnant tothe context or meaning
thereof, include its successors, administrators, executors and assigns),
videtheAuthority’sAgreementno.……………….dated………………...valuedatRs.…………
……...(Rupees ),(hereinafterreferredtoasthe―Agreement)the
assignment for Project services in respect of the …………………. Project, and the
FirmhavingagreedtofurnishaBankGuaranteeamountingtoRs.………………..
(Rupees .......................... ) to the Authority for performance of the saidAgreement.

We, ………………...(hereinafter referredtoasthe―Bank)

attherequestoftheFirmdoherebyundertaketopaytotheAuthorityanamountnotexceedingRs.
………………… (Rupees ………………….) against any loss or damage caused to or
suffered or would be caused to or suffered by the Authority by reason of any breach by the
said Firm of any of the terms or conditions contained in the said Agreement.

2. We, ............................(indicatethenameoftheBank)doherebyundertaketopaythe
amounts due and payable under this Guarantee without any demur, merely on a demand from
the Authority stating that the amount/claimed is due by way of loss or damage caused to or
would be caused to or suffered by the Authority by reason of breach by the said Firm of any
of the terms or conditions contained in the said Agreement or by reason of the Firm‘s failure
to perform the said Agreement. Any such demand made on the bank shall be conclusive as
regards the amount due and payable by the Bank under this Guarantee. However, our liability
under this Guarantee shall be restricted to an amount not exceedingRs.
………………..(Rupees ...............................).

3. We, ………………... (indicate the name of the Bank) do hereby undertake to pay to
the Authority any money so demanded notwithstanding any dispute or disputes raised by the
Firm in any suit or proceeding pending before any court or tribunal relating thereto, our
liability under this present being absolute and unequivocal. The payment so made by us under
this bond shall be a valid discharge of our liability for payment thereunder and the Firm shall
have no claim against us for making suchpayment.

4. We, ………………... (indicate the name of Bank) further agree that the Guarantee
herein contained shall remain in full force and effect during the period that would berequired

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for the performance of the said Agreement and that it shall continue to be enforceable till all
the dues of the Authority under or by virtue of the said Agreement have been fully paid and
its claims satisfied or discharged or till the Authority certifies that the terms and conditions of
the said Agreement have been fully and properly carried out by the said Firm and accordingly
discharges this Guarantee. Unless a demand or claim under this Guarantee is made on us in
writing on or before a period of one year from the date of this Guarantee, we shall be
discharged from all liability under this Guaranteethereafter.

5. We, ………………… (indicate the name of Bank) further agree with the Authority
that the Authority shall have the fullest liberty without our consent and without affecting in
any manner our obligations hereunder to vary any of the terms and conditions of the said
Agreement or to extend time of performance by the said Firm from time to time or to
postpone for any time or from time to time any of the powers exercisable by the Authority
against the said Firm and to forbear or enforce any of the terms and conditions relating to the
said Agreement and we shall not be relieved from our liability by reason of any such
variation, or extension being granted to the said Firm or for any forbearance, act or omission
on the part of the Authority or any indulgence by the Authority to the said Firm or any such
matter or thing whatsoever which under the law relating to sureties would, but for this
provision, have the effect of so relievingus.

6. This Guarantee will not be discharged due to the change in the constitution of the
Bank or theFirm(s).

7. We, ………………... (indicate the name of Bank) lastly undertake not to revoke this
Guarantee during its currency except with the previous consent of the Authority inwriting.

8. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be
restricted to Rs. ..........crore(Rupees ............................................... crore) only. The Bankshall
be liable to pay the said amount or any part thereof only if the Authority serves a written
claimontheBankinaccordancewithParagraph2hereof,onorbefore[ ........................... (indicatethe
date falling 365 days after the date of this Guarantee)].

For ..............................................................

Name of Bank:

Seal of the Bank:

Dated, the ...........................day of ................., 20......

(Signature, name and designation of the authorised signatory)

NOTES:
(i) The Bank Guarantee should contain the name, designation and code number of the
officer(s) signing theGuarantee.
(ii) The address, telephone no. and other details of the Head Office of the Bank as well as
of issuing Branch should be mentioned on the covering letter of issuingBranch.

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Noida City on BOT Basis
 SCHEDULE-3
(See Clause2.3.3)

Guidance Note on Conflict of Interest

1. This Note further explains and illustrates the provisions of Clause 2.3 of the RFP and
shall be read together therewith in dealing with specificcases.

2. Firms should be deemed to be in a conflict of interest situation if it can be reasonably

concluded that their position in a business or their personal interest could improperly
influence their judgment in the exercise of their duties. The process for selection of
Firms should avoid both actual and perceived conflict ofinterest.

3. Conflict of interest may arise between the Authority and a Firm or between Firms and
present or future contractors. Some of the situations that would involve conflict of
interest are identifiedbelow:

(a) Authority andFirms:

(i) Potential Firm should not be privy to information from the Authority
which is not available toothers;

(ii) potential Firm should not have defined the project when earlier
working for theAuthority;

(iii) potential Firm should not have recently worked for the Authority
overseeing theproject.

(b) Firms andcontractors:

(i) No Firm should have an ownership interest or a continuing business

interest or an on-going relationship with a potential contractor save and
except relationships restricted to project-specific and short- term
assignments;or

(ii) no Firm should be involved in owning or operating entities resulting

from the project;or

(iii) no Firm should bid for works arising from theproject.

The participation of companies that may be involved as investors or consumers and

officials of the Authority who have current or recent connections to the companies
involved, therefore, needs to be avoided.

4. The normal way to identify conflicts of interest is through self-declaration by Firms.

Where a conflict exists, which has not been declared, competing companies are likely
to bring this to the notice of the Authority. All conflicts must be declared as and when
the Firms become aware ofthem.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 89
Noida City on BOT Basis
5. Another way to avoid conflicts of interest is through the appropriate grouping of
tasks. For example, conflicts may arise if Firms drawing up the terms of reference or
the proposed documentation are also eligible for the consequent assignment orproject.

6. Another formofconflictofinterestcalled―scope–creepariseswhenFirms advocate either an

unnecessary broadening of the terms of reference or make recommendations which
are not in the best interests of the Authority but which will generate further work for
the Firms. Some forms of contractual arrangements are more likely to lead to scope-
creep. For example, lump-sum contracts provide fewer incentives for this, while time
and material contracts provide built in incentives for Firms to extend the length of
theirassignment.

7. Every project contains potential conflicts of interest. Firms should not only avoid any
conflict of interest, they should report any present/ potential conflict of interest to the
Authority at the earliest. Officials of the Authority involved in development of a
project shall be responsible for identifying and resolving any conflicts of interest. It
should be ensured that safeguards are in place to preserve fair and open competition
and measures should be taken to eliminate any conflict of interest arising at any stage
in theprocess.

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 APPENDICES

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 91
Noida City on BOT Basis
 APPENDIX-I
(See Clause 2.1.3)

TECHNICAL PROPOSAL
Form-1

Letter of Proposal
(On Applicant’s letter head)

(Date and Reference)

To,

........................
......................
.....................

Sub:

Dear Sir,

With reference to your RFPDocumentdated ......................, I/we, having examined allrelevant

documents and understood their contents, hereby submit our Proposal for selection as Firm
for the …………………… Project. The proposal is unconditional and unqualified.

2. All information provided in the Proposal and in the Appendices is true and correct and
all documents accompanying such Proposal are true copies of their respectiveoriginals.

3. This statement is made for the express purpose of appointment as the Firm for the
aforesaidProject.

4. I/We shall make available to the Authority any additional information it may deem
necessary or require for supplementing or authenticating theProposal.

5. I/We acknowledge the right of the Authority to reject our application without assigning
any reason or otherwise and hereby waive our right to challenge the same on any
accountwhatsoever.

6. I/We certify that in the last three years, we or any of our Associates have neither failed
to perform on any contract, as evidenced by imposition of a penalty by an arbitral or
judicial authority or a judicial pronouncement or arbitration award against the
Applicant, nor been expelled from any project or contract by any public authority nor
have had any contract terminated by any public authority for breach on ourpart.

7. I/We declarethat:

(a) I/We have examined and have no reservations to the RFP Documents,
including any Addendum issued by theAuthority;

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RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
 (b) I/We do not have any Conflict of Interest in accordance with Clause 2.3 of the
RFPDocument;

(c) I/We have not directly or indirectly or through an agent engaged or indulged in
any corrupt practice, fraudulent practice, coercive practice, undesirable
practice or restrictive practice, as defined in Clause 4.3 of the RFP document,
in respect of any tender or request for proposal issued by or any agreement
entered into with the Authority or any other public sector enterprise or any
government, Central or State;and

(d) I/We hereby certify that we have taken steps to ensure that in conformity with
the provisions of Section 4 of the RFP, no person acting for us or on our behalf
will engage in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictivepractice.

8. I/We understand that you may cancel the Selection Process at any time and that you
are neither bound to accept any Proposal that you may receive nor to select the Firm,
without incurring any liability to the Applicants in accordance with Clause 2.8 of the
RFPdocument.

9. I/We declare that we/any member of the consortium, are/is not a Member of a/any
other Consortium applying for Selection as aFirm.

10. I/We certify that in regard to matters other than security and integrity of the country,
we or any of our Associates have not been convicted by a Court of Law or indicted or
adverse orders passed by a regulatory authority which would cast a doubt on our
ability to undertake the Service for the Project or which relates to a grave offence that
outrages the moral sense of thecommunity.

11. I/We further certify that in regard to matters relating to security and integrity of the
country, we have not been charge-sheeted by any agency of the Government or
convicted by a Court of Law for any offence committed by us or by any of our
Associates.

12. I/We further certify that no investigation by a regulatory authority is pending either
against us or against our Associates or against our CEO or any of our
Directors/Managers/employees.11$

13. I/We hereby irrevocably waive any right or remedy which we may have at any stage
at law or howsoever otherwise arising to challenge or question any decision taken by
the Authority [and/ or the Government of India] in connection with the selection of
Firm or in connection with the Selection Process itself in respect of the above
mentionedProject.

14. The Bid Security of Rs....................(Rupees ........................................... ) in the formof

a Demand Draft is attached, in accordance with the RFP document.
11
$ In case the Applicant is unable to provide the certification specified in Paragraph 12, it may precede the
Paragraph by the words viz.―Except as specified in Schedule ………......hereto‖.The exceptions to
thecertification or any disclosures relating thereto may be clearly stated in a Schedule to be attached to the
Application. The Authority will consider the contents of such Schedule and determine whether or not the
exceptions/disclosures are material to the suitability of the Applicant for pre-qualification hereunder.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 93
Noida City on BOT Basis
15. I/We agree and understand that the proposal is subject to the provisions of the RFP
document. In no case, shall I/we have any claim or right of whatsoever nature if the
Project for the Project is not awarded to me/us or our proposal is not opened or
rejected.

16. I/We agree to keep this offer valid for 90 (ninety) days from the Proposal Due Date
specified in theRFP.

17. A Power of Attorney in favour of the authorised signatory to sign and submit this
Proposal and documents is attached herewith in Form-4.

18. In the event of my/our firm/ consortium being selected as the Firm, I/we agree to enter
into an agreement in accordance with the form at Schedule–2 of the RFP. We agree
not to seek any changes in the aforesaid form and agree to abide by thesame.

19. I/We have studied RFP and all other documents carefully. We understand that except
to the extent as expressly set forth in the Agreement, we shall have no claim, right or
title arising out of any documents or information provided to us by the Authority or in
respect of any matter arising out of or concerning or relating to the Selection Process
including the award ofProject.

20. The Financial Proposal is being submitted in a separate cover. This Technical
Proposal read with the Financial Proposal shall constitute the Application which shall
be binding onus.

21 I/We agree and undertake to abide by all the terms and conditions of the RFP Document.
In witness thereof, I/we submit this Proposal under and in accordance with the terms
of the RFPDocument.

Yoursfaithfully,

(Signature, name and designation of theauthorisedsignatory)

(Name and seal of the Applicant / LeadMember)

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis 94
 APPENDIX-I

Form-2

Particulars of the Applicant

1.1 Title of Firm:

1.2 Title of Project:

1.3 State whether applying as Sole Firm or Lead Member of a consortium:

Sole Firm
or
Lead Member of a consortium

1.4 State the following:

Name of Company or Firm:
Legal status (e.g. incorporated private company, unincorporated
business, partnership etc.):
Country of incorporation:
Registered address:

Year of Incorporation:
Year of commencement of business:
Principal place of business:
Brief description of the Company including details of its main lines of
business
Name, designation, address and phone numbers of authorised signatory
of the Applicant:
Name:
Designation:
Company:
Address:
Phone No.:
E-mail address:
1.5 If the Applicant is Lead Member of a consortium, state the following for
each of the other Member Firms:

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Noida City on BOT Basis
 (i) Name ofFirm:
(ii) Legal Status and country ofincorporation
(iii) Registered address and principal place ofbusiness.

1.6 For the Applicant, (in case of a consortium, for each Member), state the
following information:
(i) In case of non-Indian Firm, does the Firm have business presence in
India?
Yes/No
If so, provide the office address(es) in India.

(ii) Has the Applicant or any of the Members in case of a consortium

been penalized by any organization for poor quality of work or
breach of contract in the last five years?
Yes/No
(iii) Has the Applicant/ Member ever failed to complete any work
awarded to it by any public authority/ entity in last fiveyears?
Yes/No
(iv) Has the Applicant or any member of the consortium been
blacklisted by any Government department/Public Sector
Undertaking in the last fiveyears?
Yes/No
(v) Has the Applicant or any of the Members, in case of a consortium,
suffered bankruptcy/insolvency in the last fiveyears?
Yes/No
Note: If answer to any of the questions at (ii) to (v) is yes, the
Applicant is not eligible for this Project assignment.
1.7 Does the Applicant’s firm/company (or any member of the consortium)
combine functions as a Firm or adviser along with the functions as a
contractor and/or a manufacturer?
Yes/No
If yes, does the Applicant (and other Member of the Applicant‘s
consortium) agree to limit the Applicant‘s role only to that of a Firm/
adviser to the Authority and to disqualify themselves, their Associates/
affiliates, subsidiaries and/or parent organization subsequently from
work on this Project in any other capacity?
Yes/No
1.8 Does the Applicant intend to borrow or hire temporarily, personnel from
contractors, manufacturers or suppliers for performance of the
Consulting Services?

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
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96
 Yes/No
If yes, does the Applicant agree that it will only be acceptable as Firm,
if those contractors, manufacturers and suppliers disqualify themselves
from subsequent execution of work on this Project (including tendering
relating to any goods or services for any other part of the Project) other
than that of theFirm?
Yes/No
If yes, have any undertakings been obtained (and annexed) from such
contractors, manufacturers, etc. that they agree to disqualify themselves
from subsequent execution of work on this Project and they agree to
limit their role to that of Firm/ adviser for the Authority only?
Yes/No

(Signature, name and designation of the authorisedsignatory)

For and on behalf of………………...

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Noida City on BOT Basis
 APPENDIX-I

Form-3

Statement of Legal Capacity

(To be forwarded on the letter head of the Applicant)

Ref. Date:

To,
.....................
....................
....................

Dear Sir,

Sub: RFPfor: ....................................................... Project

I/We hereby confirm that we, the Applicant (along with other members in case of consortium,
the constitution of which has been described in the Proposal12$), satisfy the terms and
conditions laid down in the RFP document.

I/We have agreed that ………………. (insert Applicant’s name) will act as the Lead Member
of ourconsortium.

I/We haveagreedthat .............................. (insertindividual’sname)willactasourAuthorised

Representative/ will act as the Authorised Representative of the consortium on our behalf and
has been duly authorized to submit our Proposal. Further, the authorised signatory is vested
with requisite powers to furnish such proposal and all other documents, information or
communication and authenticate the same.
Yoursfaithfully,

(Signature, name and designation of the authorised signatory)

For and on behalf of..............................................

12
$ Please strike out whichever is not applicable

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Noida City on BOT Basis
 APPENDIX-I

Form-4

Power of Attorney
Know all men by thesepresents,we, ....................................... (name of Firm and address ofthe
registered office) do hereby constitute, nominate, appoint and authoriseMr /
Ms........................................ son/daughter/wife and presentlyresiding at ....................................... ,
who is presently employed with us and holding the position of ...................as our true and
lawful attorney (hereinafter referred to as the ―AuthorisedRepresentative) to do in our name
and on our behalf, all such acts, deeds and things as are necessary or required in connection
with or incidental to submission of our Proposal for and selection as the Firm for
Technology/Solution for the Improvement of Water Quality in Noida Cityforthe
......................................................................................... Project, proposed to be developed
bythe .......................................... (the ―Authority) including but not limited to signing and
submission of all applications, proposals and other documents and writings, participating in
pre-bid and other conferences and providing information/ responses to the Authority,
representing us in all matters before the Authority, signing and execution of all contracts and
undertakings consequent to acceptance of our proposal and generally dealing with the
Authority in all matters in connection with or relating to or arising out of our Proposal for the
said Project and/or upon award thereof to us till the entering into of the Agreement with the
Authority.

AND, we do hereby agree to ratify and confirm all acts, deeds and things lawfully done or
caused to be done by our said Authorised Representative pursuant to and in exercise of the
powers conferred by this Power of Attorney and that all acts, deeds and things done by our
said Authorised Representative in exercise of the powers hereby conferred shall and shall
always be deemed to have been done by us.

IN WITNESS WHEREOF WE, ................................THE ABOVE-NAMEDPRINCIPAL

HAVE EXECUTED THIS POWER OF ATTORNEYONTHIS ....................................... DAY
OF ...................., 20.......

For............................................

(Signature, name, designation andaddress)

Witnesses:
1.
2.
Notarized

Accepted
........................................
(Signature, name, designation and address of theAttorney)
Notes:

The mode of execution of the Power of Attorney should be in accordance with the procedure, if
any, laid down by the applicable law and the charter documents of the executant(s) and when it
is so required the same should be under common seal affixedinaccordance with the required
99
RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
procedure. The Power of Attorney should be executed on a non-judicial stamp paper of Rs. 100
(hundred) and duly notarised by a notary public.

● Wherever required, the Applicant should submit for verification the extract of the charter
documents and other documents such as a resolution/power of attorney in favour of the
person executing this Power of Attorney for the delegation of power hereunder on behalf
of theApplicant.

● For a Power of Attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the Power of
Attorney is being issued. However, Applicants from countries that have signed the
Hague Legislation Convention 1961 need not get their Power of Attorney legalised by
the Indian Embassy if it carries a conforming Apostillecertificate.

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 APPENDIX-I

Form-5

Financial Capacity of the Applicant

(Refer Clause 2.2.2 (B))

S. No. Financial Year Annual Revenue

(Rs./US $ in million)
1.
2.
3.

Certificate from the Statutory Auditor$

This is tocertifythat ....................... (name of the Applicant) has received the paymentsshown
above against the respective years on account of professional fees.

Name of the audit firm:

Seal of the audit firm

Date:

(Signature, name and designation of the authorised signatory)

$
In case the Applicant does not have a statutory auditor, it shall provide the certificate from
its chartered accountant that ordinarily audits the annual accounts of the Applicant.

Note: Please do not attach any printed Annual Financial Statement.

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 APPENDIX-I

Form-6

Particulars of Key Personnel

S. Designation of Key Name Educational Length of Present No. of Eligible No. of Eligible
No. Personnel Qualification Professional Employment General Specific
Experience Assignments$ Assignments$
Name Employed
of Since
Firm
(1) (2) (3) (4) (5) (6) (7) (8) (9)

$
Refer Form 9 of Appendix I Experience of Key Personnel

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in Noida City on BOT Basis 102
 APPENDIX-I

Form-7

Proposed Methodology and Work Plan

The proposed methodology and work plan shall be described as follows:

1. Understanding of TOR (not more than twopages)

The Applicant shall clearly state its understanding of the TOR and also highlight its
important aspects. The Applicant may supplement various requirements of the TOR
and also make precise suggestions if it considers this would bring more clarity and
assist in achieving the Objectives laid down in the TOR.

2. Methodology and Work Plan (not more than fourpages)

The Applicant will submit its methodology for carrying out this assignment, outlining
its approach toward achieving the Objectives laid down in the TOR, including
approach, methodology, sampling, criteria for selection etc. The Applicant will submit
a brief write up on its proposed team and organization of personnel explaining how
different areas of expertise needed for this assignment have been fully covered by its
proposal. In case the Applicant is a consortium, it should specify how the expertise of
each firm is proposed to be utilized for this assignment. The Applicant should specify
the sequence, locations and timelines of important activities in the form of a Gantt
chart, and provide a quality assurance plan for carrying out the ProjectServices.

Note: Marks will be deducted for writing lengthy and out of context responses. 103

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in
Noida City on BOT Basis
 APPENDIX-I

Form-8

Abstract of Eligible Assignments of the Applicant$

(Refer Clause 3.1.4)

S.No Name of Name of Estimated Payment$$of Type of

Project Client cost of professional fees Assignment
Project/Assig received by the (General/Specific)
nment (in Rs. Applicant (in As per Clause
crore/ US$ Rs.crore) 3.1.4
million)
£
(1) (2) (3) (4) (5) (6)
1

4
$
The Applicant should provide details of only those projects that have been
undertaken by it under its own name.
$$
Exchange rate for conversion of US $ shall be as per Clause 1.7.1.
£
The names and chronology of Eligible Projects included here should conform to
the project-wise details submitted in Form-10 of Appendix-I.

Certificate from the Statutory Auditor$

This is to certify that the information contained in Column 5 above is correct as per
the accounts of the Applicant and/ or the clients.

Name of the audit firm:

Seal of the audit firm

Date:

(Signature, name and designation of the authorised signatory)

$
In case the Applicant does not have a statutory auditor, it shall provide the
certificate from its chartered accountant that ordinarily audits the annual accounts
of the Applicant.

Note: The Applicant may attach separate sheets to provide brief particulars of other
relevant experience of the Applicant.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in 104
Noida City on BOT Basis
 APPENDIX-I

Form-9

Abstract of Eligible Assignments of Key Personnel$

(Refer Clause 3.1.4)

Name ofKeyPersonnel: Designation:

S.No Name of Name of Estimated Name of firm for Designation of Date of Person Type of Assignment
Project$ Client capital cost of which the Key the Key completion days (General/Specific)
project (in Rs. Personnel worked Personnel on the of the spent As per Clause 3.1.4
cr./ US$ million) assignment assignment
(1) (2) (3) (4) (5) (6) (7) (8) (9)

1
2
3
4
5
6
7
8
9
10
$
Use separate Form for each Key Personnel.
$$
The names and chronology of projects included here should conform to the project-wise details submitted in Form-11 of Appendix-I.
Note: The Applicant may attach separate sheets to provide brief particulars of other relevant experience of the Key Personnel.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in Noida City on BOT Basis 105
 APPENDIX-I

Form-10

Eligible Assignments of Applicant

(Refer Clause 3.1.4)

1. Name of Applicant:
2. Name of the Project:
3. Type of Assignment
(General/Specific) as per Clause
3.1.4
4. Description of services performed by
the Applicant Firm:
5. Name of client and Address:
(indicate whether public or private)
6. Name and telephone no. of client’s
representative:
7. Estimated capital cost of the Project
(in Rs crore or US$ million):
8. Payment received by the Applicant
(in Rs. crore):

9. Start date of the services (month/

year):

10. Finish date of the services (month/

year):

11. Brief description of the Project:

It is certified that the aforesaid information is true and correct to the best of my
knowledge and belief.
(Signature and name of Key Personnel)

Notes:

1. Use separate sheet for each EligibleProject.

2. The Applicant may attach separate sheets to provide brief particulars of other relevant
experience of theApplicant.

3. Exchange rate for conversion of US $ shall be as per Clause1.7.1.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in Noida City on BOT Basis
106
 APPENDIX-I

Form-11

Eligible Assignments of Key Personnel

(Refer Clause 3.1.4)

1. Name of Key Personnel:

2. Designation of Key Personnel:
3. Name of the Project:
4. Type of Assignment
(General/Specific) as per Clause
3.1.4
5. Name of Firm where employed:

6. Description of services performed by

the Key Personnel (including
designation):
7. Name of client and Address:
(indicate whether public or private)
8. Name and telephone no. of client’s
representative:
9. Estimated capital cost of the Project
(in Rs crore or US$ million):
10. Start date of the services (month/
year):

11. Finish date of the services (month/

year):

12. Brief description of the Project:

It is certified that the aforesaid information is true and correct to the best of my
knowledge and belief.
(Signature and name of Key Personnel)

Notes:
1. Use separate sheet for each EligibleProject.
2. The Applicant may attach separate sheets to provide brief particulars of other relevant
experience of the KeyPersonnel.
3. Exchange rate for conversion of US $ shall be as per Clause1.7.1.

107
RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in Noida City on BOT Basis
 APPENDIX-I

Form-12

Curriculum Vitae (CV) of Key Personnel

1. ProposedPosition:

2. Name ofPersonnel:

3. Date ofBirth:

4. Nationality:

5. EducationalQualifications:

6. EmploymentRecord:

(Starting with present position, list in reverse order every employment held.)

7. List of projects on which the Personnel hasworked

Name of project Description of responsibilities

8. Details of the current assignment and the time duration for which services are required
for the currentassignment.

Certification:

1 I am willing to work on the Project and I will be available for entire duration of
the Project assignment as required.

2 I, the undersigned, certify that to the best of my knowledge and belief, this CV
correctly describes me, my qualifications and myexperience.

(Signature and name of the Key Personnel)

Place.........................................

(Signature and name of the authorised signatory of the Applicant)

Notes:

1. Use separate form for each KeyPersonnel

2. The names and chronology of assignments included here should conform to the project-
wise details submitted in Form-8 ofAppendix-I.

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in Noida City on BOT Basis 108
 3. Each page of the CV shall be signed in ink and dated by both the Personnel concerned and
by the Authorised Representative of the Applicant firm along with the seal of the firm.
Photocopies will not be considered forevaluation.

109

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in Noida City on BOT Basis
 APPENDIX-I

Form-13

Deployment of Personnel
S.No. Person Days (PD)
Designation Name Week Numbers

On In 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Field Office
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Total Person days

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in Noida City on BOT Basis 110
 APPENDIX-I

Form–14

Survey and Field Investigations

Item of Work/ To be carried out/ prepared by

Week
Activity Name Designation
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19

RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in Noida City on BOT Basis 111
 APPENDIX-II

FINANCIAL PROPOSAL
Form-1

Covering Letter
(On Applicant’s letter head)

(Date and Reference)

To,

......................

.......................

.......................

Dear Sir,

Subject: Appointment …………………………………….

I/We, ................................. (Applicant’s name) herewith enclose the Financial Proposal for
selection of my/our firm for above.

I/We agree that this offer shall remain valid for a period of 90 (ninety) days from the
Proposal Due Date or such further period as may be mutually agreedupon.

Yours faithfully,

(Signature, name and designation of the authorised signatory)

Note: The Financial Proposal is to be submitted strictly as per forms given in the RFP.

112
RFP for Selection of Firm for Technology/Solutions for Improvement of Water Quality in Noida City on BOT Basis
 APPENDIX-II
(See Clause2.1.3)

Form-2

Financial Proposal

S.No Name of Project Costs Amounts (In Indian Rupees) In

Figures In Words
1 All activities including Taxes

(Name and signature of authorised signatory)

Note:

1. No escalation on any account will be payable on the aboveamounts.

2. All other charges not shown here and all insurance premia are considered included in
the person day rate/ overhead/ miscellaneousexpenses.

3. The Authority may require the Key Personnel to visit the Project/ the Authority’s
offices for further consultations/discussion after their Report has been accepted.

4. The Authority may require Professional Personnel to visit the Project/the Authority’s
offices for further consultations or undertake desk work after the report has been
accepted.

5. All payments shall be made in Indian Rupees and shall be subject to applicable Indian
laws withholding taxes ifany.

6. Separate sheet if required may be attached.

 113
APPENDIX - III
LIST OF BID-SPECIFIC PROVISIONS13$

A. Clauses with currency-basedfootnotes

1. Introduction.
2. Clause 2.2.3: Conditions of Eligibility ofApplicants.
3. Clause 2.11.3: Amendment ofRFP.
Note: The above footnotes marked ―$ shall be retained in the RFP for guidance of the
Applicants while submitting their respective Proposals.

B. Schedules with non-numericfootnotes

All non-numeric footnotes marked ―$ in the Schedules shall be retained in the respective
Schedules for guidance of the Applicants while submitting their respective Proposals.

C. Appendices with non-numericfootnotes

All non-numeric footnotes in the Appendices shall be retained in the respective
Appendices for guidance of the Applicants. These shall be omitted by the Applicants
while submitting their respective Proposals.

D. Schedules and Appendices with blankspaces

All blank spaces in the Schedules and Appendices shall be retained in the RFP. These
shall be filled up when the format of the respective Schedule or Appendix is used.

13
$ This Appendix-III contains a list of Clauses, Schedules and Appendices that would need to be suitably
modified for reflecting bid-specific provisions. This Appendix-III may, therefore, be included in the RFP 114
document to be issued to prospective Applicant