RFQ –cum- RFP for Engagement of Consultant to act as a Project Management Consultant (PMC) for

Infrastructure Development of PM MITRA Park in Dhar, Madhya Pradesh

Reference Number: [MPIDC/Tech-RFP/2025/209 dt 28.04.25]

PM MITRA PARK MADHYA

PRADESH LIMITED

National Competitive Bidding

ENGAGEMENT OF CONSULTANT TO ACT AS A

PROJECT MANAGEMENT CONSULTANT (PMC) FOR
INFRASTRUCTURE DEVELOPMENT OF PM MITRA PARK IN
DHAR, MADHYA PRADESH

REQUEST FOR QUALIFICATION

CUM

REQUEST FOR PROPOSAL

April, 2025

PM MITRA PARK MADHYA PRADESH LTD.

MPIDC, 21, ARERA HILLS, BHOPAL

PM MITRA PARK MADHYA PRADESH LTD 1

RFQ –cum- RFP for Engagement of Consultant to act as a Project Management Consultant (PMC) for
Infrastructure Development of PM MITRA Park in Dhar, Madhya Pradesh

NOTICE INVITING REQUEST FOR QUALIFICATION-CUM-REQUEST FOR PROPOSAL

PM MITRA PARK MADHYA PRADESH LIMITED

NATIONAL COMPETITIVE BIDDING (NCB)

REQUEST FOR QUALIFICATION (RFQ)-CUM-REQUEST FOR PROPOSAL (RFP)

FOR SELECTION OF PROJECT MANAGEMENT CONSULTANT (PMC) FOR
INFRASTRUCTURE DEVELOPMENT OF PM MITA PARK IN DHAR, MADHYA
PRADESH

The PM MITRA PARK is being developed on the 881.34 hector land situated in the village Bhesola
and Dotrya of the tehsil Badnawar of district Dhar (MP) with an estimated cost of the project
Rs. 1624.67 crore with an objective to provide state of the art world class infrastructure with plug and
play facilities for all the investors of the textile and garment industry value chain and to generate around
1.00 (one) lakh direct and 2.00 (two) lakh indirect employment opportunity and attract cumulative
investment around 10,000 Cr. This park will enable the textile industry of Madhya Pradesh to achieve
higher size and scale along with creation of a modern & integrated textile value chain at one location
and will make the states textile industry globally competitive, attract large investments and boost
employment generation and enhance the eco system required to support industry. Also, the park will
benefit every
segment of textile value chain through modernisation, scale and skilled work force too.
PM Mitra Park Madhya Pradesh Ltd. invites “RFQ-cum-RFP” from interested bidders for Project
Management Consultant (PMC) for Infrastructure Development of PM Mitra Park in Dhar,
Madhya Pradesh

The salient features of the project, eligibility criteria and prescribed formats for submission can be
accessed from RFQ-cum-RFP document uploaded on the website: https://mptenders.gov.in

Interested applicants are requested to submit their online responses to the RFQ-cum- RFP at
techcell@mpidc.co.in on or before 5:00 PM (IST), 07.05.2025. The RFQ-cum-RFP submissions will
necessarily have to be accompanied by a Non-refundable processing fee of INR 25,000 INR (Indian
Rupees Twenty-Five Thousands only) inc GST @18% in favour of “PM Mitra Park Madhya Pradesh
Ltd.” payable at Bhopal, Madhya Pradesh, India.

PM MITRA PARK MADHYA PRADESH LTD.

MPIDC, 21, ARERA HILLS, BHOPAL

PM MITRA PARK MADHYA PRADESH LTD 2

 RFQ –cum- RFP for Engagement of Consultant to act as a Project Management Consultant (PMC) for
Infrastructure Development of PM MITRA Park in Dhar, Madhya Pradesh
DISCLAIMER

1. This RfQ-cum-RfP is neither an agreement nor an offer by the PM MITRA Park Madhya
Pradesh Ltd. to any of the prospective applicants or any other persons. The purpose of this RfQ-
cum-RfP is to provide information to any interested Applicants that may be useful to them in the
formulation of their proposal pursuant to this RfQ-cum-RfP.

2. Neither PM MITRA Park Madhya Pradesh Ltd. nor its employees or associated agencies make
any representations or warranties as to the accuracy, adequacy, correctness, reliability or
completeness of any assessment, assumption, statement or information in this RfQ-cum-RfP, and
it is not possible for PM MITRA Park Madhya Pradesh Ltd. to consider the particular needs of
each Applicant who reads or uses this RfQ-cum-RfP. This RfQ-cum-RfP includes statements
which reflect various assumptions and assessments arrived at by PM MITRA Park Madhya
Pradesh Ltd. in relation to the assignment. Such assumptions, assessments and statements do not
purport to contain all the information that each Applicant may require. Each prospective
Applicant should conduct its own due diligence, investigations and analyses and check the
accuracy, adequacy, correctness, reliability and completeness of the information provided in this
RfQ-cum-RfP and obtain independent advice from appropriate sources.

3. Neither PM MITRA Park Madhya Pradesh Ltd. nor its employees or associated agencies will
have any liability to any prospective Applicant or any other person under any laws (including
without limitation the law of contract, tort), the principles of equity, restitution or unjust
enrichment or otherwise for any loss, cost, expense or damage which may arise from or be
incurred or suffered in connection with anything contained in this RfQ-cum-RfP, any matter
deemed to form part of this RfQ-cum-RfP, the award of the Assignment, the information and any
other information supplied by or on behalf of PM MITRA Park Madhya Pradesh Ltd. or their
employees, any associated agencies or otherwise arising in any way from the selection process
for the Assignment. PM MITRA Park Madhya Pradesh Ltd. will also not be liable in any manner,
whether resulting from negligence or otherwise, however caused arising from reliance by any
Applicant upon any statements contained in this RfQ-cum-RfP.

4. PM MITRA Park Madhya Pradesh Ltd. will not be responsible for any delay in receiving the
proposals. The issuance of this RfQ-cum-RfP does not imply that SPV is bound to select or
appoint an Applicant, as the case may be, for the Assignment, and SPV reserves the right to
accept/reject any or all of proposals submitted in response to this RfQ-cum-RfP at any stage
without assigning any reasons whatsoever. PM MITRA Park Madhya Pradesh Ltd. also reserves
the right to withhold or withdraw the process at any stage with intimation to all who submitted
their proposals. PM MITRA Park Madhya Pradesh Ltd. reserves the right to issue another EOI/
RFP for the same or similar Assignment before the award of the contract. SPV would have no
liability to the affected Applicants(s) or any obligation to inform them of the grounds for such
action(s).

5. The information given is not an exhaustive account of statutory requirements and should not be
regarded as a complete or authoritative statement of law. Neither PM MITRA Park Madhya
Pradesh Ltd. nor its employees or associated agencies accept any responsibility for the accuracy
or otherwise for any interpretation or opinion on the law expressed herein.

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 RFQ –cum- RFP for Engagement of Consultant to act as a Project Management Consultant (PMC) for
Infrastructure Development of PM MITRA Park in Dhar, Madhya Pradesh

6. PM MITRA Park Madhya Pradesh Ltd. reserves the right to change/ modify/ amend any or all
provisions of this RfQ-cum-RfP. Such changes/ modifications/ amendments to the RfQ-cum-RfP
will be made available on the Government e Marketplace & website of PM MITRA Park Madhya
Pradesh Ltd. and will be deemed to be a part of the RfQ-cum-RfP.

7. The RfQ-cum-RfP, ensuing communications, and contracts shall determine the legal and
commercial relationship between the Applicant(s) and PM MITRA Park Madhya Pradesh Ltd. .
No other Government or SPV’s document/ guidelines/ manuals, including its procurement
manual (for internal and official use of its officers), notwithstanding any mention thereof in the
RfQ-cum-RfP, shall have any locus-standi in such a relationship. Therefore, such documents/
guidelines/ Manuals shall not be admissible in legal or dispute resolution or grievance redressal
proceedings.

8. Information contained in the RfQ-cum-RfP or subsequently provided to the applicant(s) is on the

terms and conditions set out in the RfQ-cum-RfP.

9. Each applicant’s procurement of this RfQ-cum-RfP constitutes its agreement to, and acceptance
of, the terms set forth in this disclaimer. By acceptance of this RfQ-cum-RfP, the recipient agrees
that this RfQ-cum-RfP and any information herewith supersedes any other documents(s) or
earlier information, if any, in relation to the subject matter hereto.

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RFQ –cum- RFP for Engagement of Consultant to act as a Project Management Consultant (PMC) for
Infrastructure Development of PM MITRA Park in Dhar, Madhya Pradesh

Table of Contents
Section 1: Letter of Invitation 10
Section 2: Instructions to Applicants 12
1. Background 12
2. The RfQ-cum-RfP 12
1.1 Basic Tender Details 12
1.2 General 12
1.3 Conflict of Interest 13
1.4 Dispute Resolution 15
1.5 Proposal Validity 15
1.6 Brief description of the Selection Process: 16
1.7 Right to reject any or all Proposals: 17
1.8 Acknowledgement by Applicant 17
1.9 Clarification and Amendment of RfQ-cum-RfP 18
1.10 Pre-Bid Meeting 19
1.11 Payment Terms 19
3. Bid Security 19
4. Eligibility of Applicants 21
2.9 Sub-contracting 23
2.10 Compliance with the restrictions under Rule 144 (xi) of GFR 2017: Restrictions on
procurement from a bidder of a country which shares a land border with India 23
5. Preparation of Proposal 25
2.11 Language of the Proposal 25
2.12 Acquaintance with the Local Conditions and Factors 25
2.13 Cost of preparation and submission of Proposals 25
2.14 Interpretation of Provisions of the RfQ-cum-RfP 26
2.15 Alternate Proposals are not Allowed 26
2.16 Proposal 27
6. Proposal Opening 34
7. Modification, Resubmission and Withdrawal of Proposals 35
2.17 Modification & Resubmission 35

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2.18 Withdrawal 35
8. Evaluation of Proposals and Award of Contract 35
2.19 General Norms 35
2.20 Evaluation of Proposals 37
9. Discrepancies between Technical and Financial Proposal: 42
10. Negotiations 42
2.25 Invitation to Negotiate 42
2.26 Verification of Original Documents 43
2.27 Availability of Key Personnels: 43
2.28 Technical Negotiations 43
2.29 Financial Negotiations 44
11. Award of Contract 44
2.31 Letter of Award (Acceptance - LOA) and Signing of the Contract 44
12. Grievance Redressal/Complaint Procedure 46
13. Code of Integrity in Public Procurement, Misdemeanours and Penalties: 47
14. Confidentiality 47
15. Miscellaneous 48
16. Tentative schedule for Selection Process 48
Section 3: Data Sheet 49
Clause 2.2.1 49
The method of selection is Combined Quality cum Cost Based Selection. 49
The weights given to technical and Financial Proposals are: 49
Technical score = 0.8 49
Financial score = 0.2 49
Objective and description of the assignment: 49
49
Annexure – I: Parameters for Evaluation of Pre-Qualification 51
(Minimum Qualification Criteria) 51
Annexure – II: Parameters for Evaluation of the Technical Proposal 57
Annexure – III: Parameters for Qualification and Competence of Key Personnel (Core Team) 61
Annexure – IV: Parameters for Evaluation of the Financial Proposal 63
Section 4: Prequalification and Technical Proposal - Standard Forms 64

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Section 5: Financial Proposal - Standard Forms 114
Section 6: Terms of Reference 117
2.2.1 Task-1: Setting up the PMO and establishing PMIS for SPV 129
2.2.2 Task- 2: Validation Studies for PM MITRA PARK, DHAR 131
2.2.3 Task-3: ICT Master Plan for PM MITRA PARK, DHAR 134
2.2.4 Task-4: Architectural Design for ICCC-cum-Administrative Building Complex and Entry
Gate Structures 134
The PM Mitra Park Shall include following amenities which have been planned by SPV – 134
1. Administrative Building 134
2. Research Centre and laboratory. 134
3. Fire Station 134
4. Toilet Complexes at 8 locations 134
5. Security Service Centre 134
6. Cafeteria at 8 locations 134
7. Health Centre (30 Beds) 134
8. Training cum Skill Development Centre 134
9. Bank 134
10. Creche 134
11. Plug and Play units (81 Nos.) of total built up area of 95,750 Sq. Mts. 134
12. Workers Hostel (men) including Executive rooms with twin sharing in 2 blocks (176 beds
per block) 134
13. Workers Hostel (women) including Executive rooms with twin sharing in 2 blocks (176
beds per block) 134
14. Dormitory of 280 beds in 10 blocks 134
15. Task-6: Appointment of EPC Contractor(s) & PPP Contractors(s) 137
16. Task-7: Technical Assistance 137
17. Task-8 : Implementing quality control measures and establishing a robust system of
checks and balances to ensure compliance with construction material standards, techniques, and
workmanship, while maintaining the overall quality of the EPC Contractor(s) / PPP contractor(s)
137
18. Task 9: Preparing presentations on the physical and financial progress of the project as
required by MPIDC/SPV, ensuring accurate and timely reporting of key milestones and
performance metrics. 138
1. Organization and Governance 138

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The PMC will: 138
2. Programme Controls 138
3. Interface Management 142
4. Stakeholder Management 142
5. Communications 142
6. Planning 143
7. Site Control / Mapping 144
8. Design and Programme Management 144
9. Permissions and Approvals 145
10. Procurement and Supply Chain Management 146
11. Tendering Administration 147
12. Site Logistics 148
13. Construction Management 148
14. Statutory Requirements 150
15. Quality Assurance 150
16. Budget 151
17. Site attendance and meetings 151
18. Alignment with Programme 151
19. Commissioning 151
20. Activation 152
21. Operation and Maintenance 153
22. Technology Management 153
23. Contract Management 153
24. Finance and Investment Management 154
25. Human Resources and Organizational Development 156
26. Information Technology (IT) Management 157
27. Programme Administration 158
28. Programme Assurance Functions 159
29. Capacity Building/ Knowledge Management 160
Section 7: Standard Form of Contract 166
1. Format 1: Form of ContractBOQ 167
2. Format 2: General Conditions of Contract (GCC) 174

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RFQ –cum- RFP for Engagement of Consultant to act as a Project Management Consultant (PMC) for
Infrastructure Development of PM MITRA Park in Dhar, Madhya Pradesh
3. Format 3: Special Conditions of Contract (SCC) 226
4. Format 4: List of Appendices to the Contract 230
5. Format 5: Format for Performance Security 245

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Infrastructure Development of PM MITRA Park in Dhar, Madhya Pradesh

Section 1: Letter of Invitation

Bhopal, Madhya Pradesh
Date: April, 2025

1 Background:

1.1 The PM MITRA scheme is a government initiative aimed at developing Mega Integrated Textile
Regions and Apparel Parks across India. It is designed to attract investment, foster innovation,
and accelerate growth in the textile and apparel sector. of global standards. These integrated
regions are built “ahead of demand” with ‘plug-n-play’ infrastructure & ICT enabled utilities,
walk to work culture facilitating manufacturing investments. These projects are developed in
partnership with State Governments. Government of India provides funds as equity and/or debt
for trunk infrastructure development, and States provide land as their equity contribution.

1.2 Further, the PM MITRA Park Madhya Pradesh Ltd., a special purpose company has been
incorporated between the Government of India and Government of Madhya Pradesh to establish,
promote, and facilitate the development of PM Mitra Park in Dhar, Madhya Pradesh

1.3 PM MITRA Park Madhya Pradesh Ltd. – (the “Client”) wishes to engage a consultant to obtain
Project Management Consultant (PMC) for Infrastructure Development of PM Mitra Park in
Dhar, Madhya Pradesh (the “Assignment”).

1.4 To effectively manage and monitor the progress of the project, the engagement of a Project
Management Consultant (PMC) has been deemed essential by SPV. The PMC will be responsible
for monitoring the overall execution of the project, ensuring alignment and coordination between
various stakeholders including EPC contractor(s) which have been previously appointed as well
as which will be appointed for the project to ensure adequate monitoring, coordination and the
overall execution of the project.

1.5 With the aforesaid background, PM MITRA Park Madhya Pradesh Ltd. invites proposals from
reputed & eligible applicants for the Assignment entitled “Project Management Consultant
(PMC) for Infrastructure Development of PM Mitra Park in Dhar, Madhya Pradesh”.

2 Critical Data Sheet:

2.1 Interested Applicants may download the RfQ-cum-RfP online from “https://mptenders.gov.in/”

2.2 Some important dates for this RfQ-cum-RfP process are as follows:

S. No. Description of the event Date

1. Date of the issuance of the RfQ-cum-RfP. 28.04.2025
2. Last date of receiving queries/requests for clarification. 07.05.2025
3. Pre-bid Meeting. 07.05.25 @ 3pm

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4. Last Date for submission of the Proposal. 21.05.2025

3 Objective: The objective of this RfQ-cum-RfP is to engage a Project Management Consultant

(PMC) to perform all activities necessary to Plan, Integrate, Package, Administer and manage the
development and construction of projects including construction supervision, monitoring and
reporting of the project. The PMC will be responsible for monitoring the overall execution of the
project, ensuring alignment and coordination between various stakeholders including EPC
contractor’s, which are been previously appointed as well as which will be appointed to ensure
adequate monitoring, coordination and the overall execution of the respective projects.

The detailed Terms of Reference shall be as described in Section 6 (Terms of Reference) of this RfQ-cum-
RfP.

4 Contents of the RfQ-cum-RfP:

Section 1 – Letter of Invitation

Section 2 – Instructions to Consultants
Section 3 – Data Sheet
Section 4 – Technical Bid – Standard Forms
Section 5 – Financial Bid – Standard Forms

Section 6 – Terms of Reference

Section 7 – Standard Form of Contract

Appendices – Other relevant information, forms and formats

5 Clarifications: All clarifications/ corrigenda/ addenda will be published only on the MP Tenders
Portal.
Yours sincerely,

CEO & MD,

PM MITRA Park Madhya Pradesh Ltd.

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RFQ –cum- RFP for Engagement of Consultant to act as a Project Management Consultant (PMC) for
Infrastructure Development of PM MITRA Park in Dhar, Madhya Pradesh

Section 2: Instructions to Applicants

1. Background

1.1 The PM MITRA scheme is a government initiative aimed at developing Mega Integrated
Textile Regions and Apparel Parks across India. It is designed to attract investment, foster
innovation, and accelerate growth in the textile and apparel sector. of global standards. These
integrated regions are built “ahead of demand” with ‘plug-n-play’ infrastructure & ICT enabled
utilities, walk to work culture facilitating manufacturing investments. These projects are
developed in partnership with State Governments. Government of India provides funds as
equity and/or debt for trunk infrastructure development, and States provide land as their equity
contribution.

1.2 Further, the PM MITRA Park Madhya Pradesh Ltd., a special purpose company has been
incorporated between the Government of India and Government of Madhya Pradesh to
establish, promote, and facilitate the development of PM Mitra Park in Dhar, Madhya Pradesh

1.1 To effectively manage and monitor the progress of the project, the engagement of a Project
Management Consultant (PMC) has been deemed essential by SPV. The PMC will be
responsible for monitoring the overall execution of the project, ensuring alignment and
coordination between various stakeholders including EPC contractor, which have been
previously appointed as well as which will be appointed for the project to ensure adequate
monitoring, coordination and the overall execution of the project.

1.2 With the aforesaid background, PM MITRA Park Madhya Pradesh Ltd. invites proposals from
reputed & eligible Applicants in 2 (two) cover systems (Cover I: Pre-qualification Proposal &
Technical Bid and Cover II: Financial Bid) for the Assignment entitled “Engagement of
consultant to act as a Project Management Consultant (PMC) for Infrastructure Development
of PM Mitra Park in Dhar, Madhya Pradesh”.

2. The RfQ-cum-RfP

1.1 Basic Tender Details

This ‘RfQ-cum-RfP’ details the terms and conditions for entering a contract for delivery of the
consultancy services (hereinafter called “the Services”) described in Section 6 (Terms of
Reference).

1.2 General

1.2.1 The Client named in Section 3 (Data Sheet) will select a consulting firm/organization (the
“Consultant”) in accordance with the method of selection specified in Section 3 (Data Sheet).

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RFQ –cum- RFP for Engagement of Consultant to act as a Project Management Consultant (PMC) for
Infrastructure Development of PM MITRA Park in Dhar, Madhya Pradesh

Applicants shall be deemed to have understood and agreed that no explanation or justification
for any aspect of the Selection Process will be given by the Client and that the Client's decisions
are without any right of appeal whatsoever.

1.2.2 The description of the Assignment has been mentioned in Section 3 (Data Sheet). Further, the
detailed scope of the Assignment has been described in Section 6 (Terms of Reference).

1.2.3 The Applicants are invited to submit Pre-Qualification, Technical and Financial Proposals
(collectively, the “Proposal”), as specified in this RfQ-cum-RfP, for the appointment of
Project Management Consultant (PMC) required to be performed as per the Assignment.
The Proposal shall be submitted as per the forms given in relevant sections herewith. Upon
selection, the Applicant shall be required to enter into a contract with the Client in the form
specified in this RfQ-cum-RfP (the “Contract”).

1.2.4 The term “Applicant” refers to a single entity or the group of entities (“Consortium”) (if
applicable) coming together to submit the Proposal. The Proposal will form the basis for the
Contract signing between the Client and the selected Applicant. The selected Applicant shall
provide services for Project Management Consultant (PMC) in accordance with Section 6
(Terms of Reference).

1.2.5 The Applicants are encouraged to submit their respective Proposals after visiting the office of
the Client, and ascertain for themselves the availability of documents and other data with the
Client, Applicable Law and regulations or any other matter considered relevant by the
Applicant. The Applicants should familiarize themselves with local conditions and take them
into account while preparing their Proposals.

1.2.6 The Client will timely provide, at no cost to the Applicants, the inputs, facilities, relevant
project data and reports related to the project, available with the Client, for preparation of the
Proposals by the Applicants. However, for avoidance of doubt, it is hereby clarified that the
aforesaid data/ information provided under the RfQ-cum-RfP or such other data/ information
that may be provided under the RfQ-cum-RfP, is only indicative and solely for the purposes of
rendering assistance to the Applicants towards preparation of their Proposals. The Applicants
are hereby advised to undertake their own due diligence (to their complete satisfaction) before
placing reliance on any such data/information furnished or to be provided later by the Client
and/ or any of their associated agencies.

1.3 Conflict of Interest

1.2.7 The Client requires that the selected Applicant/Consultant provides professional, objective, and
impartial advice and at all times hold the Client's interests' paramount at all times, and shall not
try to get benefits beyond the legitimate payments and credentials in the Contract.

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1.2.8 The Consultant should strictly avoid conflicts with other assignments or its own interests, and
act without any consideration for future work.

1.2.9 The selected Applicant/Consultant shall not accept or engage in any assignment that may place
it in a position of not being able to carry out the assignment in the best interests of the Client
and the Project. The Applicants must disclose to the Client in Form 4A ‘Pre-Qualification
Proposal Submission Form’ and Form 4H ‘Technical Proposal Submission Form’ any actual
or potential conflict that impacts its capacity to serve the best interest of the Client. Failure to
disclose such situations shall be treated as a violation of the Code of Integrity (Refer Clause 13
below) and shall attract penalties mentioned therein. Proposals found to have a conflict of
interest shall be rejected as non-responsive.

1.2.10 Without limitation on the generality of the preceding, an Applicant/Consultant in this

Procurement Process shall be considered to have a conflict of interest if the Consultant
(“Conflict of Interest”):

1 Conflicting Associations:

(a) directly or indirectly controls, is controlled by or is under common control with

another Applicant; or

(b) receives or has received any direct or indirect subsidy/ financial stake from
another Applicant; or

(c) has the same correspondence address or same legal representative/ agent as
another Applicant for purposes of this proposal;

(d) has a relationship with another Applicant, directly or through common third
parties, that puts it in a position to have access to information about or influence
the Proposal of another Applicant or influence the decisions of the Client
regarding this Selection Process.

2 Unfair Competitive Advantage and Conflicting Activities: had (or any of its
Affiliates) been engaged by the Client to provide goods, works, or services for a
project, shall be disqualified from providing consulting services resulting from or
directly related to those goods, works, or services.

3 Conflicting Assignments: would (including its experts and sub-consultants) or any of

its Affiliates) be or are providing consultancy services in any another assignment that,
by its nature, may conflict with this Assignment.

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4 Commissions and Gratuities: The Applicant(s) shall disclose any commissions or fees
that may have been paid or are to be paid to agents, representatives, or commission
agents concerning the Selection Process or execution and performance of the
resulting Contract. The information disclosed must include the name and address of
the agent, representative, or commission agent, the amount and currency, and the
purpose of the commission or fee.

5 Conflicting Relationships: has close business/ family relationship with a staff of the
Client who are/ would be directly/ indirectly involved in any of the following
activities:

(a) Preparation of the RfQ-cum-RfP and/or Terms of Reference of the Selection

Process; and/or

(b) Evaluation of Proposals or award of Contract, and/or

(c) Implementation/ supervision of the resulting Contract.

1.2.11 Notwithstanding any provision to the contrary contained in Clause 2.3.4 above, the prior
engagement of an Applicant by the Client for any consulting assignment of a similar nature
shall not, in and of itself, be deemed to constitute a Conflict of Interest. However, such
Applicant shall be obligated to fully disclose any such prior engagement with the Client, as
specified under Form 4S. The Client reserves the exclusive right to determine, in its sole and
absolute discretion, whether such prior engagement constitutes a Conflict of Interest, and the
Client’s decision in this regard shall be final and binding upon the Applicant.

1.4 Dispute Resolution

1.2.12 This RfQ-cum-RfP and the rights and obligations of the Parties and any dispute arising under
or relating thereto (whether in contract, tort or otherwise) shall be governed by and construed
in accordance with the laws of India.

1.2.13 The Parties shall submit to the exclusive jurisdiction of the courts in Bhopal, India.

1.5 Proposal Validity

1.2.14 The Proposal shall be valid for a period of not less than 120 (One Hundred and Twenty) days
from the Proposal Due Date (the “PDD”). A Proposal valid for a shorter period shall be rejected
as non-responsive. In case the day up to which the Proposals are to remain valid falls on/
subsequently declared a holiday or closed day for the Client, the Proposal validity shall
automatically be deemed to be extended up to the next working day.

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1.2.15 In exceptional circumstances, before the expiry of the original time limit, the Client may request
the Applicants to extend the validity period for a specified additional period. The request and
the Consultants’ responses shall be made in writing or electronically.

1.2.16 The Applicants have the right to refuse to extend the validity of its Proposal, in which case such
Proposal shall not be further evaluated, and the Client shall be required to return the Bid
Security of such Applicant.

1.2.17 If the Applicant agrees to extend the validity of its Proposal, it shall be done without any change
in the original Proposal and with the confirmation of the availability of the Key Personnel.

1.2.18 If any Key Personnel (“Original Key Personnel”) become unavailable for the extended
validity period, the Applicant shall seek permission to substitute the Original Key Personnel
with another Key Personnel (“Substitute Key Personnel”). The Applicant shall provide
adequate written justification and evidence to the Client with the substitution request. In such
case, the Substitute Key Personnel shall have equal or better qualifications and experience than
Original Key Personnel. The technical evaluation score, however, shall remain based on the
evaluation of the curriculum vitae of the Original Key Expert.

1.2.19 If the Applicant fails to provide a Substitute Key Personnel with equal or better qualifications,
or if the provided reasons for the replacement or justification are unacceptable to the Client,
such Proposal shall be rejected.

1.6 Brief description of the Selection Process:

1.2.20 The Client has adopted a 3 (three) stage (collectively, the “Selection Process”) for the
evaluation of the Proposals.

1.2.21 The Proposals shall comprise of three parts namely the Pre-Qualification, Technical Proposal,
and Financial Proposal. The Pre-Qualification and Technical Proposal shall be submitted
separately in Cover I. Financial Proposal shall be submitted separately in Cover II.

1.2.22 The submissions for Pre-Qualification shall be evaluated first as specified in this RfQ-cum-RfP
(Refer Clause 8.2.2 below). Subsequently the technical evaluation as specified in this RfQ-
cum-RfP (Refer Clause 8.2.4 below) will be carried out only for those Applicants who meet the
Pre-Qualification criteria. Based on this technical evaluation, a list of technically qualified
Applicants shall be prepared. The Financial Proposal of only the technically qualified
Applicants will be opened. Subsequently the financial evaluation as specified in this RfQ-cum-
RfP (Refer Clause 8.2.7 below) will be carried out. Proposals will finally be ranked according
to their combined technical and financial scores as specified in this RfQ-cum-RfP (Refer Clause
4, Annexure-IV below). The first ranked Applicant (the “Successful Applicant”) shall be

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invited for negotiations. In case, the first ranked applicant does not accept the offer, the bid
would be cancelled and re-tendered.

1.7 Right to reject any or all Proposals:

1.2.23 Notwithstanding anything contained in this RfQ-cum-RfP, the Client reserves the right to
accept or reject any Proposal and /or to annul the Selection Process and/or reject all Proposals,
at any time without any liability or any obligation for such acceptance, rejection or annulment,
and without assigning any reasons thereof.

1.2.24 Without prejudice to the generality of above, the Client reserves the right to reject any Proposal
if:

1 at any time, a material misrepresentation is made or discovered, or

2 the Applicant does not provide, within the time specified by the Client, the supplemental
information sought by the Client for evaluation of the Proposal.

3 the Applicant has either completed or is engaged by MPIDC as a Single

entity/Consortium partner (if applicable) in preparation of Master Plan and Preliminary
engineering, feasibility study, the cost estimates or any other related activities for this
project

1.2.25 Any misrepresentation/ improper response by the Applicant may lead to the disqualification of
the Applicant. If such disqualification/ rejection occurs after the Proposals have been opened
and the highest-ranking Applicant gets disqualified/ rejected, then the Client 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 Client, including annulment of the Selection Process.

1.8 Acknowledgement by Applicant

It shall be deemed that by submitting the Proposal, the Applicant has:

1 made a complete and careful examination of the RfQ-cum-RfP;

2 received all relevant information requested from the Client;

3 accepted the risk of inadequacy, error or mistake in the information provided in the RfQ-
cum-RfP or furnished by or on behalf of the Client;

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4 satisfied itself about all matters, things and information, including matters herein above,
necessary and required for submitting an informed Application and performance of all
of its obligations there under;

5 acknowledged that it does not have a Conflict of Interest; and

6 agreed to be bound by the undertaking provided by it under and in term hereof.

7 Neither the Client nor its employees or associated agencies shall 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 RfQ-cum-
RfP or the Selection Process, including any error or mistake therein or in any information
or data given by the Client nor its employees or associated agencies.

1.9 Clarification and Amendment of RfQ-cum-RfP

1.2.26 Downloading the RfQ-cum-RfP

The RfQ-cum-RfP can be downloaded as per the details given in Clause 2.1 of Letter of Invitation.

1.2.27 Corrigenda/ Addenda to RfQ-cum-RfP

1 Before the deadline for submitting Proposals, the Client may update, amend, modify, or
supplement the information, assessment or assumptions contained in the RfQ-cum-RfP
by issuing corrigenda and addenda. The corrigenda and addenda shall be published in
the same manner as the original RfQ-cum-RfP. Without any liability or obligation, the
E-Procurement Portal of Madhya Pradesh may send intimation of such corrigenda/
addenda to Applicants who have downloaded the document under their login. However,
the Applicants must check the Official Website(s) for any corrigenda/ addenda. Any
corrigendum or addendum thus issued shall be considered a part of the RfQ-cum-RfP.

2 To give reasonable time to the prospective Applicants to take such corrigendum/

addendum into account in preparing their Proposals, the Client may suitably extend the
deadline for the Proposal submission as necessary. After the Client makes such
modifications, any Applicant who has submitted their Proposal in response to the
original invitation shall have the opportunity to either withdraw their Proposal or re-
submit their Proposal superseding the original Proposal within the extended time of
submission as per Clause 7 below.

3 The Client may extend the deadline for the submission of the Proposal by issuing an
amendment. In this case, all rights and obligations of the Client and the Applicants
previously subject to the original deadline shall then be subject to the new deadline for
the submission of the Proposal.

1.2.28 Clarification of the RfQ-cum-RfP

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An Applicant requiring any clarification regarding the RfQ-cum-RfP may seek clarification through
mail before last date of submission of pre-bid queries. If a modification of the RfQ-cum-RfP is
warranted due to such clarification, an addendum/ corrigendum shall be issued as per Clause
2.9.2 above. Any clarification issued by the Client to the Applicants shall form part of the
Selection Process and shall be binding on all the Applicants.

1.10 Pre-Bid Meeting

1.2.29 Prospective Applicants interested in participating in this RfQ-cum-RfP may attend the Pre-Bid
Meeting to clarify the techno-commercial conditions of the RfQ-cum-RfP, at the venue, date
and time specified in Section 3 (Data Sheet).

1.2.30 Participation is not mandatory: However, if an Applicant chooses not to (or fails to) participate
in the Pre-Bid Meeting or does not submit a written query, it shall be assumed that they have
no issues regarding the techno-commercial conditions.

1.2.31 The date and time by which the written queries for the Pre-Proposal must reach the Client and
the last date for registration for participation in the Pre-Bid Meeting shall be as per Section 3
(Data Sheet).

Delegates of the Applicants participating in the Pre-Bid Meeting must provide a photo identity and an
authorization letter as per Form 4R ‘Authorization to attend pre-Proposal Conference’ from
their Company/principals; else, they shall not be allowed to participate. The Pre-Bid Meeting
may also be held online at the discretion of the Client.

1.2.32 After the Pre-Bid Meeting, the replies to the queries of the prospective bidders along with the
corrigendum (if any) shall be published on the Official Website(s) within 7 (seven) days from
the last date of receipt of Pre-Bid queries. To give reasonable time to the prospective Applicants
to consider such clarifications in preparing their Proposals, the Client may suitably extend, as
necessary, the deadline for the Proposal submission.

1.11 Payment Terms

The Successful Applicant shall be eligible to receive the payments as per the Terms and Conditions as
specified in Section 7 (Standard Form of Contracts).

3. Bid Security

1.1 A bid security of ₹ 50,00,000/- only (Rupees Fifty Lakh only) shall be required to be submitted
by each Applicant (“Bid Security”) online through MP Tenders Portal.

Provided that the following categories of Applicants, on submission of Bid Security Declaration in the
format specified in Form 4G (II), shall be exempted from furnishing Bid Security:

a. Micro and Small Enterprises (MSEs) holding a valid Udyam Registration and
specifically confirming this status at the time of Proposal submission may claim an
exemption from submitting Bid Security. Such MSEs must have their credentials validated

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online through the Udyam Registration website of the Ministry of MSME, supported by
documents uploaded during the Selection Process and verified by the Purchaser.

b. Start-ups recognized by DPIIT, holding a valid Startup Recognition Certificate, may

claim an exemption from submitting Bid Security. The Applicant must upload this
certificate during the Selection Process for validation by the Purchaser. The Applicant must
also ensure that turnover for any financial year has not exceeded the limits prescribed in
the certificate or under the DPIIT Start-up scheme.

c. Applicants who have had their credentials verified through Vendor Assessment by agencies
designated by the GeM Portal for the specific services under the RfQ-cum-RfP are eligible,
provided they hold a valid Vendor Assessment Report or Vendor Assessment Exemption
confirmation. The Applicant must upload the Vendor Assessment Report or Exemption
confirmation for validation by the Purchaser.

d. Central / State Public Sector Undertakings.

The online transfer of bid security shall be made as per MP Tenders Portal.

1.2 The Client shall not be liable to pay any interest on Bid Security.

1.3 The Client will be entitled to forfeit and appropriate the Bid Security as mutually agreed loss
and damage payable to Client in regard to the RfQ-cum-RfP without prejudice to Client’s any
other right or remedy under the following conditions:

1 If an Applicant engages in a Prohibited Practices as envisaged under this RfQ-cum-RfP

(including the Standard Form of Contract); or

2 If any Applicant withdraws or amends his Proposal or impairs or derogates from its
Proposal in any respect during the period of the Proposal’s validity as specified in this
RfQ-cum-RfP (Refer to Clause 2.5) and as may be extended by the Applicant from time
to time, or

3 If the Applicant attempts to influence the Selection Process; or

4 In the case of the Successful Applicant, after having been notified within the Proposal
Validity of the acceptance of his Proposal by the Client, if the Successful Applicant:

(a) Refuses to or fails to submit the original documents for scrutiny or

(b) Fails to sign and return, as acknowledgement, the copy of the Letter of Award
within the stipulated time or any extension thereof or

(c) fails to sign the contract or

(d) fails to provide the Performance Security within the specified time limit, or

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(e) If the Applicant commits any breach of terms of this RfQ-cum-RfP or is found to
have made a false representation to Client or submits false certificates in terms of
any documents in support of the Applicant’s Proposal.

Provided that the Client shall have the right to enforce the Bid Security Declaration, for the
Applicants who have submitted such Bid Security Declaration in lieu of the Bid Security,
for all grounds for which the Client has the right to forfeit and appropriate the Bid
Security.

1.4 Unsuccessful Applicants’ Bid Security shall be returned to them without any interest not later
than 15 (fifteen) days from the date of their elimination from the relevant Stage of the Selection
Process.

Provided that in the event the unsuccessful Applicant had submitted Bid Security Declaration, as
provided for in terms of this RfQ-cum-RfP, such Bid Security Declaration shall expire from
the date of their elimination from the relevant Stage of the Selection Process.

1.5 Successful Applicant’s Bid Security shall be returned without any interest not later than 15
(fifteen) days after receipt of Performance Security from them.

Provided that in the event the Successful Applicant had submitted Bid Security Declaration, as provided
for in terms of this RfQ-cum-RfP, such Bid Security Declaration shall expire from the date of
receipt of Performance Security from them.

4. Eligibility of Applicants

2.1 The Applicant for participation in the Selection Process, may be a single entity or a group of
entities (the “Consortium”), coming together to execute the Assignment. However, no
applicant applying individually or as a member of a Consortium, as the case may be, can be
member of any other consortia bidding for the Assignment.

2.2 An Applicant or a member of Consortium may either be a sole proprietorship firm/a

partnership firm/a limited liability partnership/ a company incorporated under the Companies
Act 1956 (or the Companies Act, 2013) or a body corporate incorporated under the applicable
laws of its origin.

2.3 An Applicant shall not have a Conflict of Interest, as provided under Clause 2.3.4 above, that
may affect the fair competition in the Selection Process or the Consultancy. The Applicant
shall be required to declare the absence of such Conflict of Interest in formats – Form 4A
(Pre-Qualification Proposal Submission Form) and Form 4H (Technical Proposal
Submission Form).

2.4 Any Applicant found to have a Conflict of Interest shall be disqualified. In the event of
disqualification, the Client will forfeit and appropriate the Bid Security (or enforce the Bid
Security Declaration) as mutually agreed genuine pre-estimated compensation and damages
payable to the Client for, inter alia, the time, cost and effort of the Client including
consideration of such Applicant's Proposal, without prejudice to any other right or remedy
that may be available to the Client hereunder or otherwise.

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Provided that where the Applicant has submitted a Bid Security Declaration in lieu of the Bid
Security, the Client shall have the right to enforce the Bid Security Declaration wherein any
Applicant is found to have a Conflict of Interest.

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 tender, and the bar subsists as on the date of the PDD, would not be eligible to submit a
Proposal.

2.6 An Applicant or its Associate should have, during the last 3 (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 its Associate.

The term ‘Associate’ in the above Clause shall have the meaning ascribed to it as per Clause
5.5.3.

2.7 An Applicant shall submit its Proposal either individually or as a Consortium. However, it
may as part of its Proposal specify specialty sub-consultants provided however that the
compensation for such sub-consultant(s) shall not exceed 30% (thirty percent) of the Yearly
Fee Ceiling (as defined in the Standard Form of Contract) at any time. Sub-consultant(s)
envisaged to deliver the scope of works must be listed in the Proposal with their role(s) and
responsibility clearly noted in the organization chart. The experience of the sub-consultant
will not be considered while evaluating the Proposal.

2.8 In case the Applicant is a Consortium, it shall, comply with the following additional
requirements:

1 Number of members in a consortium shall not exceed 2 (two);

2 Subject to the provisions of sub-Clause (1) above, the Proposal should contain the
information required for each member of the Consortium;

3 Members of the Consortium shall nominate one member as the lead member (the “Lead
Member”). The nomination(s) shall be supported by a Power of Attorney, as per the
format – Form 4F (Format for Power of Attorney for Lead Member of Consortium), in
this RfQ-cum-RfP, signed by all the other members of the Consortium. The duties,
responsibilities and powers of such Lead Member shall be specifically included in the
Joint Bidding Agreement, as per the format – Form 4D (Format for Joint Bidding
Agreement), in this RfQ-cum-RfP, signed by all the other members of the Consortium.
It is expected that the Lead Member would be authorized to incur liabilities and to
receive instructions and payments for and on behalf of the Consortium. The Client
expects that Lead Member should have maximum responsibility pertaining to execution
of Assignment;

4 The Proposal should include a brief description of the roles and responsibilities of

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individual members of the Consortium;

5 An individual Applicant cannot at the same time be a member of a Consortium applying

for the Assignment. Further, a member of a particular Applicant Consortium cannot be
member of any other Applicant Consortium applying for the Assignment;

6 No Change in the composition of the Consortium will be permitted by the Client during
the Selection Process and during the subsistence of the Contract (in case the Successful
Applicant is a Consortium).

2.8.2 Members of the Consortium shall enter into a binding Joint Bidding Agreement, for the
purpose of submitting a Proposal. The Joint Bidding Agreement, to be submitted along with
the Application, shall, inter alia:

1 clearly outline the proposed roles and responsibilities, if any, of each of the member;

2 include a statement to the effect that all members of the Consortium shall be liable
jointly and severally for all obligations of the Consultant in relation to the Assignment
until the completion of the Assignment in accordance with the contract and Section 6
(Terms of Reference);

3 clearly define the proposed administrative arrangements (organization chart) for the
management and execution of the Assignment, if awarded to the Consortium;

4 except as provided under this RfQ-cum-RfP, there shall not be any amendment to the
Joint Bidding Agreement without the prior written consent of the Client.

2.9 Sub-contracting

The Applicant shall not subcontract the whole of the Services to sub-consultants. However,
subject to the restrictions outlined in this RfQ-cum-RfP, an Applicant may propose sub-
contracting a part of the contract for specialized items of services, provided such a sub-
consultant does not circumvent the eligibility and qualification criteria based on which the
Applicant was shortlisted in the Selection Process. The names and details of the sub-consultants
must be clearly stated in the proposal submitted by the Applicant. Despite any approval of the
Client for such arrangements, the Applicant shall be solely and directly responsible for
executing sub-contracted portions of the Contract. The total value of the sub-contracted portion
of services must not exceed 25% (twenty-five percent) of the Contract Price (as defined under
Clause 11.1.1 below). Sub-contracting by the Applicant without the approval of the Client shall
be a breach of Contract.

2.10 Compliance with the restrictions under Rule 144 (xi) of GFR 2017: Restrictions on
procurement from a bidder of a country which shares a land border with India

2.10.1 To be eligible to participate in the RfQ-cum-RfP, any Applicant from a country which shares
a land border with India will be eligible to participate only if the Applicant is registered with
the registration committee constituted by the DPIIT.

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2.10.2 “Applicant” means any person or firm or company, including any member of a consortium
(that is an association of several persons, or firms or companies), every artificial juridical
person not falling in any of the descriptions of Applicants stated hereinbefore, including any
agency branch or office controlled by such person, participating in a RfQ-cum-RfP.

2.10.3 “Applicant from a country which shares a land border with India” for the purpose of this
Clause means:

1. An entity incorporated, established, or registered in such a country; or

2. A subsidiary of an entity incorporated, established, or registered in such a country; or

3. An entity substantially controlled through entities incorporated, established, or registered

in such a country; or

4. An entity whose beneficial owner is situated in such a country; or

5. An Indian (or other) agent of such an entity; or

6. A natural person who is a citizen of such a country; or

7. A consortium or joint venture where any member of the consortium or joint venture falls
under any of the above.

2.10.4 The beneficial owner for the purpose of Clause 4.10.3 above will be as under:

1. In case of a company or limited liability partnership, the beneficial owner is the natural
person(s), who, whether acting alone or together, or through one or more juridical person,
has a controlling ownership interest or who exercises control through other means.
Explanation –

a. “Controlling ownership interest” means ownership of or entitlement to more than

25% (twenty five percent) of shares or capital or profits of the company;

b. “Control” shall include the right to appoint majority of the directors or to control the
management or policy decisions including by virtue of their shareholding or
management rights or shareholders agreements or voting agreements;

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

3. In case of an unincorporated association or body of individuals, the beneficial owner is the

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

4. Where no natural person is identified under (1) or (2) or (3) above, the beneficial owner is

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the relevant natural person who holds the position of senior managing official;

5. In case of a trust, the identification of beneficial owner(s) shall include identification of the
author of the trust, the trustee, the beneficiaries with fifteen percent or more interest in the
trust and any other natural person exercising ultimate effective control over the trust
through a chain of control or ownership.

2.10.5 An Agent is a person employed to do any act for another, or to represent another in dealings
with third person.

2.10.6 The Successful Applicant shall not be allowed to sub-contract works to any contractor from a
country which shares a land border with India unless such contractor is registered with the
registration committee constituted by the DPIIT.

5. Preparation of Proposal

2.11 Language of the Proposal

Applicants are requested to submit their Proposal in English Language and strictly in the
formats provided in this RfQ-cum-RfP. The Client will evaluate only those Proposals that are
received in the specified forms and complete in all respects. Any supporting documents
submitted by the Applicant with its Proposal or subsequently, in response to any query/
clarification from the Client shall be in English and in case any of these documents is in
another language, then it must be accompanied by a certified translation of all the relevant
passages in English, in which case, for all purposes of interpretation of the proposal, the
translation in English shall prevail.

2.12 Acquaintance with the Local Conditions and Factors

The Applicants acknowledges that before the submission of their Proposal, the Applicant has,
after a complete and careful examination, made an independent evaluation of the local
conditions, infrastructure, logistics, communications, legal, environmental, and any other
conditions or factors which would have any effect on the performance of the Contract.
Applicants shall be responsible for compliance with the Applicable Law in force from time to
time at relevant places. On such matters, the Client shall have no responsibility and not
entertain any request from the Applicants.

2.13 Cost of preparation and submission of Proposals

The Applicants(s) shall bear all direct or consequential costs, losses and expenditures
associated with or relating to the preparation, submission, and subsequent processing of their
Proposals, including but not limited to preparation, copying, postage, delivery fees, expenses
associated with any submission of samples, demonstrations, or presentations which the Client
may require, or any other costs incurred in connection with or relating to their Proposals. All

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such costs, losses and expenses shall remain with the Applicant(s), and the Client shall not be
liable in any manner whatsoever for the same or any other costs, losses and expenses incurred
by Applicant (s) for participation in the Selection Process, regardless of the conduct or
outcome of the Selection Process.

2.14 Interpretation of Provisions of the RfQ-cum-RfP

The RfQ-cum-RfP provisions must be interpreted in the context in which these appear. Any
interpretation of these provisions far removed from such context, contrived, or between-the-
lines interpretation is unacceptable.

2.15 Alternate Proposals are not Allowed

5.5.1 Conditional offers, alternative offers, and multiple Proposals by an Applicant shall not be
considered. The Portal shall permit only one Proposal to be uploaded.

5.5.2 In cases where a holding company has more than one independent unit with common business
ownership or management, only one unit is permitted to submit a Proposal. Similar restrictions
apply to closely related sister companies. Any participation by an Applicant’s sister, associated,
or allied concern(s) in the RfQ-cum-RfP process will result in the disqualification of the
Applicant.

5.5.3 For purposes of this clause, “sister, associated, or allied concern” refers to any company,
society, partnership, or proprietorship firm with one or more common directors, partners,
members, or owners.

5.5.4 If an Applicant submits more than 1 (one) Proposal, all Proposals submitted under the RfQ-
cum-RfP will be disqualified.

5.5.5 In this context, “person” includes any proprietorship firm, partnership firm, limited liability
partnership, private limited or limited company, society registered under the Societies Act,
statutory bodies, or any other legal entity, as applicable. Multiple Proposals for the RfQ-cum-
RfP will be deemed submitted if any person bids in any two or more of the following formats:

1. individual or proprietorship format and/or

2. partnership or association of persons format and/or

3. a company format

Whereby,
a. “Company” includes any artificial person constituted under Indian law or the
laws of any other country.

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b. A person is deemed to have bid in a partnership or association of persons

format if they are a partner of the firm or a member of an association of persons
that has submitted a Proposal.

c. A person is deemed to have bid in a company format if they:

i. More than 10% (ten percent) of the voting share capital of the company
which has submitted a Proposal, or

ii. Is a director and / or key managerial personnel of the company which

has submitted a Proposal, or

iii. Holds more than 10% (ten percent) of voting share capital in and/or is a
director and / or key managerial personnel of a holding company of that
company which has submitted the Proposal.

5.5.6 By submitting a Proposal pursuant to the RfQ-cum-RfP, the Applicant declares that they have
not submitted any other Proposal or multiple Proposals, as defined in this clause.

5.5.7 All the Proposal of an Applicant who has submitted multiple Proposal, as per the clause, shall
be rejected and Bid Security for all such Proposal shall be forfeited, not by way of penalty or
liquidated damages but by way of reimbursement of the pre-estimated costs likely to be
incurred by the Client towards Selection Process and in the scrutiny & evaluation of Proposals.
In addition to the above, Applicants found to be in contravention to the said clause will be liable
for administrative actions.

Provided, however, that if such an Applicant has submitted a Bid Security Declaration, the Client shall
have the right to enforce this Bid Security Declaration.

2.16 Proposal

2.16.1 While preparing their Proposal, the Applicants are expected to thoroughly examine the RfQ-
cum-RfP. Material deficiencies in providing the information requested may result in rejection
of a Proposal.

2.16.2 The Proposals must be properly signed by the authorised representative of the Applicant
(“Authorised Representative”) as detailed below:

1 by the partner holding the Power of Attorney in case of a partnership firm/limited

liability partnership (A certified copy of the Power of Attorney shall accompany the
Proposal)

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2 by the proprietor in case of a proprietorship firm;

3 by a duly authorized person holding the Power of Attorney or by a Board Resolution in

case of a company or a corporation (A certified copy of the Power of Attorney/Board
Resolution shall accompany the proposal);

4 by the authorized representative of the Member in Charge in case of consortium (a

certified copy of Board Resolution/Power of Attorney indicating the representative
shall accompany the Proposal).

2.16.3 Applicants should note the PDD, as specified in Section 3 (Data Sheet), for submission of
Proposals. Except as specifically provided in this RfQ-cum-RfP, no supplementary material
will be entertained by the Client, and that evaluation will be carried out only on the basis of
documents received by the closing time of PDD as specified in Section 3 (Data Sheet).
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 Client reserves the right to seek clarifications in case
the proposal is non-responsive on any aspects.

2.16.4 Relationship between Applicant and E-Procurement Portal Madhya Pradesh

The Client is neither a party nor a principal in the relationship between the Applicant and the
organization hosting the E-Procurement Portal Madhya Pradesh . Applicants must comply with
the rules, regulations, procedures, and implied conditions/ agreements of the E-Procurement
Portal Madhya Pradesh Portal, including registration, compatible Digital Signature Certificate
(“DSC”) etc. Applicants shall settle clarifications and disputes, if any, regarding the E-
Procurement Portal Madhya Pradesh Portal directly with them. In case of conflict between
provisions of the E-Procurement Portal Madhya Pradesh Portal with the RfQ-cum-RfP,
provisions of the E-Procurement Portal Madhya Pradesh Portal shall prevail except otherwise
mentioned in the document. Applicants may study the resources provided by the Portal for
Applicants.

2.16.5 Signing of Proposal

The Authorized Representative signing/ digitally signing the Proposal or any other connected
documents should submit an authenticated copy of the document(s), which authorizes the
Authorized Representative to commit and submit Proposals on behalf of the Applicants along
with the Form 4A (Pre-Qualification Proposal Submission Form).

2.16.6 Submission/ Uploading to the E-Procurement Portal Madhya Pradesh

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1 Proposals must be uploaded on the E-Procurement Portal Madhya Pradesh until the
deadline for the Proposal submission as notified therein. If the office happens to be
closed on the deadline to submit the Proposal as specified above, this deadline shall not
be extended. No manual Proposals shall be made available or accepted for submission.
Proposals submitted through modalities other than those stipulated in RfQ-cum-RfP shall
be liable to be rejected as non-responsive.

2 In the case of downloaded documents, the Applicant must not make any changes to the
contents of the documents while uploading, except for filling in the required information
– otherwise, the Proposal shall be rejected as non-responsive. Uploaded Pdf documents
should not be password protected. Applicants should ensure the clarity/ legibility of the
scanned documents uploaded by them.

3 The date and time of the E-Procurement Portal Madhya Pradesh server clock shall be the
reference time for deciding the closing time of the Proposal submission. Applicants are
advised to ensure they submit their Proposal within the deadline of submission, taking
the server clock as a reference, failing which the portal shall not accept the Proposal. No
request on the account that the server clock was not showing the correct time and that a
particular Applicant could not submit their Proposal because of this shall be entertained.
Failure or defects on the internet or heavy traffic at the server shall not be accepted as a
reason for a complaint. The Client shall not be responsible for any failure, malfunction
or breakdown of the electronic system used during the e-Tender process.

4 Only one copy of the Proposal can be uploaded, and the Applicant shall digitally sign all
statements, documents, and certificates uploaded by him, owning sole and complete
responsibility for their correctness/ authenticity as per the IT Act 2000 (as amended from
time to time). A Proposal submitted by a Consortium shall be digitally signed as per the
requirements set-out under Clause 4.8 (3) .

5 Originals of the Bid Security instrument (Bank Guarantee, DD etc.), all Power of
Attorneys & Joint Bidding Agreement must be physically submitted sealed in double
cover at the venue mentioned in Section 3 (Data Sheet) on or before the Proposal Due
Date and time. Failure to do so will result in the Proposal being rejected. If the office is
closed on the deadline for such physical submission, the physical submission deadline
shall stand extended to the next working day at the same time and venue.

6 The Client reserves its right to call for verification, at any stage of evaluation, especially
from the successful Applicant(s) before the issue of a Letter of Award (as defined under
Clause 11.1.1 below), originals of uploaded scanned copies of documents. If an
Applicant fails at that stage to provide such originals or, in case of substantive
discrepancies in such documents, it shall be construed as a breach of the Code of Integrity

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in Clause 13. Such Proposals shall be liable to be rejected as non-responsive and other
punitive actions for such a breach.

7 All Proposals uploaded by the Applicant to the E-Procurement Portal Madhya Pradesh
shall get automatically encrypted. The encrypted Proposal can only be decrypted/ opened
by the authorised persons on or after the due date and time. The Applicant should ensure
the correctness of the Proposal before uploading and take a printout of the system
generated submission summary to confirm the successful Proposal upload.

2.16.7 Pre-Qualification Proposal

The Pre-Qualification Proposal should provide the details of eligible projects as per the Standard Forms
so as to meet the Minimum Qualification Criteria prescribed in this RfQ-cum-RfP.

2.16.8 Technical Proposal

1 The Technical Proposal should provide the following information using the attached
Standard Forms:

(a) Applicant's experience for recent assignments of similar nature, the outline
should indicate, inter alia, the profiles and names of the staff provided,
duration of the assignment, contract amount, and firm's involvement. (Refer
Form 4I)

(b) Detailed Approach and Methodology for undertaking the current Assignment.
(Refer Form 4K)

(c) Against the list of proposed key personnel (“Proposed Key Personnel”),
details of tasks assigned to each staff as per his/her experience shall influence
the evaluation. (Refer Form 4L)

(d) The curriculum vitae shall as per the prescribed format (Refer Form 4M) and
shall be maximum of 4 (four) single sided pages (2 sheets double sided) for
each Key Personnel. In addition, a 1 (one) page executive summary shall be
provided. In the event any averment made in the curriculum vitae of a Proposed
Key Personnel is incorrect, such person shall be liable to be debarred for any
future assignment of Client for a period of 3 (three) years. The award of the
Assignment to the Applicant may also be liable to cancellation in such an event.

(e) The Applicant shall make the assessment of support personnel (“Additional
Personnel”), both - technical and administrative, to undertake the Assignment
(Refer Form 4O). Additional Personnel staff shall be provided as needed for

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the timely completion of the Assignment within the total estimated cost.
Applicant should provide time estimates of Key Personnel as well as
Additional Personnel in the staffing schedule (Refer Form 4N and 4O). It is
stressed that the time period for the Assignment indicated in the Section 6
(Terms of Reference) should be strictly adhered to.

(f) Ongoing consulting assignments can be submitted with detail of progress

supported by suitable documents. However, assignments completed up to 80%
(eighty percent) or more shall only be considered for evaluation and the marks
awarded for such assignments shall only be 80 % (eighty percent) of maximum
marks. The Applicant shall provide the proof that the assignment is completed
up to 80 % (eighty percent) through proof of payment received till date duly
certified by statutory auditor or through certificate from the respective client.

2 Failure to comply with or provide the above listed items in the Technical Proposal
may result in disqualification.

3 While preparing the Technical Proposal, Applicants must give particular attention
to the following:

(a) The Applicant is to ensure that the time allocated for the Proposed Key
Personnel does not conflict with the time allocated or proposed for any other
assignment. The Client reserves the right to request a workload projection
(including time spent on other projects/clients) for the Proposed Key
Personnel.

(b) The composition of the proposed Team and the task assignment to individual
Proposed Key Personnel shall be clearly stated.

(c) No Proposed Key Personnel shall be proposed for any position if the
curriculum vitae of such Proposed Key Personnel does not meet the
requirements of the Terms of Reference.

(d) The Proposed Key Personnel shall remain available for the period as indicated
in the RfQ-cum-RfP.

(e) No alternative proposal for any Proposed Key Personnel shall be made and
only one curriculum vitae for each position shall be furnished.

(f) Each curriculum vitae is required to have been signed by the Proposed Key
Personnel and countersigned by the Authorised Representative of the
Applicant.

(g) A curriculum vitae will be summarily rejected if the educational qualification

of the Proposed Key Personnel does not match with the requirement of the
RfQ-cum-RfP.

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(h) The Applicant must furnish the Client certifications/Certificate from the
Statutory Auditor for the projects listed under the experience section.

(i) The Applicant should form a Consortium with their Associate in case they
wants to submit the proposal using the experience/strength of their Associate.

(j) If the Applicant being a Consortium is qualified on the strength of the

experience of a member which is a foreign company/ entity, requisite Proposed
Key Personnel from that foreign company/ entity shall be fielded.

(k) The Proposed Key Personnel should possess good working knowledge of
English language.

(l) No Proposed Key Personnel involved should have attained the age of 65 (sixty-
five) years at the time of submitting the Proposal. The Client reserves the right
to ask for proof of age, qualification and experience of the Proposed Key
Personnel at any stage of the Selection Process/Contract.

(m) The technical proposal must not include any financial information.

4 Failure to comply with the requirements spell-out above shall lead to deduction of
marks during the evaluation of the Proposal. Further, in such a case, Client will be
entitled to reject the Proposal.

5 The Proposal shall be accompanied by a certified copy of legally binding Joint

Bidding Agreement in case of Consortium, in the format provided RfQ-cum-RfP
(Refer Form 4D), signed by all firms/entities confirming the following therein:

(a) Date and place of signing:

(b) Purpose of Consortium (must include the details of the Services hereunder for
which the Consortium has been invited to bid);

(c) A clear and definite description of the proposed administrative arrangements

(organisation chart) for the management and execution of the assignment;

(d) Delineation of duties/responsibilities and scope of work to be undertaken by

each member along with resources committed by each member of the
Consortium for the proposed Services;

(e) An undertaking that the members of the Consortium are jointly and severally
liable to the Client for the performance of the Services; and

(f) The Authorized Representative of the Consortium (as approved by a Board

resolution of Member-in-Charge/Lead Member).

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6 The furnishing of this Joint Bidding Agreement to the Client shall not in any manner
prejudice the provisions in the Contract relating to joint and several liabilities of the
Members.

7 Similarly, Power of Attorney for both - Authorized Representative and Lead

Member of the Consortium shall also be furnished as per the formats available in
the RfQ-cum-RfP i.e., formats – Form 4E (Format for Power of Attorney for
Authorized Representative) and Form 4F (Format for Power of Attorney for Lead
Member of Consortium).

2.16.9 Financial Proposal:

1 While preparing the financial proposal (the “Financial Proposal”), Applicants are
expected to take into account the various requirements and conditions stipulated in
this RfQ-cum-RfP. The Financial Proposal shall be inclusive of all the costs
including taxes associated with the Assignment.

2 It is clarified that, for the purposes of evaluation, the Financial Proposal should be
prepared in Indian Rupees, using the rates for 2025 which would thereafter be
regarded as the standard schedule of rates. In submitting the Financial Proposal, the
Consultant shall adhere to the following requirements:

(a) All the costs associated with the Assignment shall be included in the Financial
Proposal. These shall normally cover remuneration for all the Key Personnels
including the resource pool as provided in Form 5B-1 ‘Standard Schedule of
Rates for PMC Key Personnel’ and Form 5B-2 ‘Standard Schedule of Rates
for additional Personnel’. The Financial Proposal shall include man month
rates for the personnel including resource pool and the same may be payable
on deployment basis each month as in Form 5C ‘Staff Fee Estimate’. 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 be rejected.

(b) The Financial Proposal shall take into account all the expenses and tax
liabilities and cost of insurance specified in the Contract, levies and other
impositions applicable under the prevailing law on the Applicants and their
personnel. For the avoidance of doubt, it is clarified that all taxes, shall be
deemed to be included in the cost shown under different items of Financial
Proposal. Further, all payments shall be subjected to deduction of taxes at
source as per Applicable Laws.

3 Prepare a standard schedule of monthly rates in Indian Rupees only for the Key
Personnels and the resource pool for which the Form 5B-1 ‘Standard Schedule of
Rates for PMC Key Personnel’, Form 5B-2 ‘Standard Schedule of Rates for
additional Personnel’, and Form 5C ‘Staff Fee Estimate’ are given in Section 5 of

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this RfQ-cum-RfP.

4 Indexation of remuneration will not be done in this Contract. For the sake of clarity,
it is again clarified that the same rates are to be quoted for Year 1 (one) to 4 (Four)
and escalation will not be given in this Contract.

5 The monthly fee quoted by the Applicant shall take into account the expense on
salaries of Key Personnel and the resource pool deployed for the Assignment as per
Form 5C ‘Staff Fee Estimate’ given in Section 5 of this RfQ-cum-RfP.

(a) Domestic travel (economy class only) shall be undertaken with prior approval
of the Client and paid on actual reimbursement after submission of
documentary evidences in accordance with the approval.

(b) In case of any discrepancy between the amount quoted in figures and words,
the amount quoted in words will be considered for evaluation purposes.

6 The Proposal should be submitted as per the standard Financial Proposal submission
forms prescribed in this RfQ-cum-RfP (Refer Section 5).

7 The Financial Proposal shall be divided into professional fee for both - Key
Personnels and resource pool, as per forms prescribed in this RfQ-cum-RfP.

8 The breakup of the remuneration of Key Personnels should match the total cost of
the Financial Proposal. In case of any discrepancy, the lower of the amount as
mentioned in the forwarding letter of the Financial Proposal and the amount arrived
at after carrying out the arithmetic verification will be considered for evaluation as
well as for making payments.

2.16.10 The Proposals must remain valid for a period as specified in Section 3 (Data Sheet). During
this period, the Applicant is expected to keep available the Key Personnel proposed for the
Assignment.

2.16.11 The Client will make its best effort to complete negotiations within the validity period as
specified in Section 3 (Data Sheet).

2.16.12 The rates and amounts 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 be rejected.

6. Proposal Opening

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The Proposals shall be opened on or after the date & time of the opening stipulated in Section
3 (Data Sheet). Proposals cannot be opened before the specified date & time, even by the
Tender Inviting Officer as per Section 3 (Data Sheet). If the specified date of Proposal opening
falls on is subsequently declared a holiday or closed day for the Client, the Proposals shall be
opened at the appointed time on the next working day.

7. Modification, Resubmission and Withdrawal of Proposals

2.17 Modification & Resubmission

Once submitted in the E-Procurement Portal Madhya Pradesh, the Applicant cannot view or modify
their Proposal since it is locked by encryption. However, resubmission of the Proposal by the
Applicant for any number of times superseding earlier Proposal(s) before the submission date
and time is allowed. Resubmission of a Proposal shall require uploading all documents,
including the Financial Proposal, afresh. The system shall consider only the last Proposal
submitted.

2.18 Withdrawal

2.18.1 The Applicant may withdraw their Proposal before the Proposal submission deadline, and it
shall be marked as withdrawn and shall not get opened during the Proposal opening.

2.18.2 No Proposal should be withdrawn after the Proposal submission deadline and before the
Proposal validity period expires. If an Applicant withdraws the Proposal during this period, the
Client shall be within its right to forfeit the Bid Security (or as the case may be – enforce the
Bid Security Declaration), in addition to other punitive actions provided in the RfQ-cum-RfP
for such misdemeanour as per Clause 3.3 above.

8. Evaluation of Proposals and Award of Contract

2.19 General Norms

2.19.1 Evaluation to be based only on declared criteria

1 The evaluation shall be based upon scrutiny and examination of all relevant data and
details submitted by the Applicant in their Proposal and other allied information deemed
appropriate by the Client. Evaluation of Proposals shall be based only on the criteria/
conditions included in the RfQ-cum-RfP.

2 In case of an Applicant which is a subsidiary of a body corporate incorporated under the

applicable laws of its origin and using credentials of parent company for Technical and
Financial qualifications, a letter of support will be required from the parent company to
confirm that his subsidiary has access to resources of the parent company and the
subsidiary can utilise the same for performance of services.

3 Consultants planning to subcontract any Key Activities indicated in Section 6 (Terms of

Reference) and its sub-consultants must ensure compliance with Clause 4 above.

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4 Information relating to the evaluation of proposal and evaluation results shall not be
disclosed to any Applicant or any other persons not officially concerned with such
process until the notification of shortlisting is made in accordance with Clause 11 below.

2.19.2 Deviations/ Reservations/ Omissions – Substantive or Minor

1 During the evaluation of Proposals, the following definitions apply:

(a) “Deviation” is a departure from the requirements specified in the RfQ-cum-

RfP;

(b) “Reservation” is the setting of limiting conditions or withholding from

complete acceptance of the requirements specified in the RfQ-cum-RfP; and

(c) “Omission” is failing to submit part or all of the information or

documentation required in the RfQ-cum-RfP.

2 A deviation/ reservation/ omission from the requirements of the RfQ-cum-RfP shall

be considered a substantive deviation as per the following norm, and the rest shall be
considered a Minor deviation:

(a) which affects in any substantive way the scope, quality, or performance
standards of the Services;

(b) which limits in any substantive way, inconsistent with the RfQ-cum-RfP, the
Client's rights, or the Applicant's obligations under the Contract; or

(c) Whose rectification would unfairly affect the competitive position of other
Applicants presenting substantively responsive Proposals

3 The decision of the Client shall be final in this regard. Proposals with substantive
deviations shall be rejected as non-responsive.

4 Variations, deviations, and other offered benefits above the scope of Services
stipulated in the RfQ-cum-RfP shall not influence evaluation Proposals. If the
Proposal is otherwise successful, such benefits shall be availed by the Client, which
would become part of the Contract.

5 The Client reserves the right to accept or reject Proposals with minor deviations.
Wherever necessary, the Client shall convey its observation as per Clause 8.1.3 below
on such ‘minor’ issues to the Applicant by registered/ speed post/ electronically etc.,
asking the Applicant to respond by a specified date. If the Applicant does not reply
by the specified date or gives an evasive reply without clarifying the point at issue in
clear terms, that Proposal shall be liable to be rejected as non-responsive.

2.19.3 Clarification of Proposal and Shortfall of documents

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1 During the evaluation of Techno commercial or Financial Proposals, the Client may,
at its discretion, but without any obligation to do so, ask the Applicant(s) to clarify
its Proposal by a specified date.

2 The Applicant should answer the clarification within 7 (seven) days from receiving
such a request. The request for clarification shall be submitted in writing or
electronically, and no change in prices or substance of the Proposal shall be sought,
offered, or permitted that may grant any undue advantage to such Applicant. Any
clarification submitted by an Applicant regarding its Proposal that is not in response
to a request by the Client shall not be considered.

3 The Client reserves its right to, but without any obligation to do so, seek any shortfall
information/ documents only in case of historical documents which pre-existed at the
time of the Proposal Opening and which have not undergone change since then and
do not grant any undue advantage to any Consultant.

4 If the Applicant fails to provide satisfactory clarification and/or missing information,

its Proposal shall be evaluated based on available information and documents.

2.19.4 Contacting the Client during evaluation

From Proposal submission to awarding of the contract, no Applicant shall contact the Client on
any matter relating to the submitted Proposal. If an Applicant needs to contact the Client for
any reason relating to their Proposal, it should do so only in writing or electronically. Any effort
by an Applicant to influence the Client during the processing of Proposals, evaluation of
Proposal comparison or award decisions shall be construed as a violation of the Code of
Integrity, and the Proposal shall be liable to be rejected as non-responsive in addition to other
punitive actions for violation of Code of Integrity as per the RfQ-cum-RfP.

2.20 Evaluation of Proposals

2.20.1 Preliminary Examination of Proposals – Determining Responsiveness

1 A substantively responsive Proposal is complete and conforms to the essential terms,

conditions, and requirements of the RfQ-cum-RfP without substantive deviation,
reservation, or omission.

2 Proposals with substantive techno-commercial deviations or other essential aspects

of the RfQ-cum-RfP shall be rejected as non-responsive. Only substantively
responsive Proposals shall be considered for further evaluation.

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3 The Client reserves its right to consider and allow minor deviations in technical and
commercial conditions. The following are some of the crucial aspects for which a
Proposal shall be rejected as non-responsive:

(a) The Proposal is not in the prescribed format or is not submitted as per the
stipulations in the RfQ-cum-RfP.

(b) Failure to provide and/ or comply with the required information, instructions
etc., incorporated in the RfQ-cum-RfP or evasive information/ reply against
any such stipulations.

(c) Required Bid Security (or Bid Security Declaration, if permitted) has not
been provided.

(d) The Services offered are not eligible as per the provision of the RfQ-cum-
RfP.

(e) The Applicant has quoted conditional Proposals or more than one Proposal or
alternative Proposals.

(f) The Proposal validity is shorter than the required period.

(g) The Proposal departs from the essential requirements stipulated in the RfQ-
cum-RfP.

(h) Non-submission or submission of illegible scanned copies of stipulated

documents/ declarations.

(i) Furnishing wrong and/ or misguiding data, statement(s) etc. In such a

situation, besides rejecting the Proposal as non-responsive, it is liable to
attract other punitive actions under relevant provisions of the RfQ-cum-RfP
for violating the Code of Integrity.

2.20.2 Evaluation of Pre-Qualification Proposal

1 In addition to the general rules for determination of responsiveness set out under
Clause 8.2.1 above, a Proposal will be considered responsive at the RFQ stage only
if:

(a) The Pre-Qualification Proposal is received in the form specified in this RfQ-
cum-RfP;

(b) it is received by the PDD including any extension thereof in terms hereof;

(c) it is accompanied by Bid Security as specified in this RfQ-cum-RfP;

(d) it is accompanied by Joint Bidding Agreement, the Power of Attorney for the

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Authorized Representative and the Lead Member of the Consortium, if

applicable;

(e) it does not contain any condition or qualification; and

(f) it is not non-responsive in terms hereof.

2 As part of the evaluation, the Pre-Qualification Proposal submission shall be checked

to evaluate whether the Applicant meets the prescribed Minimum Qualification
Criteria as provided under Annexure-I.

3 In case an Applicant does not fulfil the Minimum Qualification Criteria, the Technical
Proposal of such an Applicant will not be opened and evaluated further.

2.20.3 Evaluation of Technical and Financial Proposal

1 For Applicants who meet the Minimum Qualification Criteria (“Shortlisted

Applicant(s)”), the RfQ-cum-RfP Technical and Financial Proposal shall be checked
for responsiveness in accordance with the requirements of the RfQ-cum-RfP and only
those Technical and Financial Proposals which are found to be responsive would be
further evaluated in accordance with the criteria set out in this RfQ-cum-RfP.

2 In addition to the general rules for determination of responsiveness set out under
Clause 8.2.1 above, a Proposal will be considered responsive at the RFP stage only
if:

I. Technical Proposal

(a) the Technical Proposal is received in the form specified in this RfQ-cum-RfP;

(b) it is accompanied by the Bid Security as specified in this RfQ-cum-RfP;

(c) it is received by the PDD including any extension thereof in terms hereof;

(d) it does not contain any condition or qualification; and

(e) it is not non-responsive in terms hereof.

II. Financial Proposal

(a) The Financial Proposal is received in the form specified in this RfQ-cum-RfP

(b) it does not contain any condition or qualification; and

(c) It is not non-responsive in terms hereof.

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III. Interview

(a) The Client reserves the right to call for interviews of the shortlisted
Applicants;

(b) The Applicant may be required to do a presentation to explain the intended

approach and methodology to be adopted for the performance of the
Assignment.

(c) The Key Personnel may be required to be in person for the interview

3 The Client reserves the right to reject any Proposal which is non-responsive and no
request for alteration, modification, substitution or withdrawal will be entertained by
the Client in respect of such Proposals. However, Client reserves the right to seek
clarifications or additional information from the applicant during the evaluation
process. The Client will subsequently examine and evaluate Proposals in accordance
with the Selection Process detailed-out below.

2.20.4 Evaluation of Technical Proposals/ Score

1 The Client shall evaluate the Technical proposal and assign scores as per the scheme
of criteria and sub-criteria as laid down in Annexure-II.

2 In case the Applicant is a Consortium, the evaluation of the Technical proposal shall
include the credentials of all members, including non-substantial members.

3 If it is established that any Key Personnel nominated in the Applicant’s Proposal were
included in the Proposal without their confirmation, such Proposal shall be
disqualified and rejected for further evaluation and shall be treated as a violation of
the Code of Integrity and would be liable for penalties thereunder.

4 All Key Personnel (including the Team Lead) must meet the minimum requirements
specified in Annexure-II. If any Key Personnel fails to meet these minimum
requirements, their score shall be evaluated as Nil. If any Key Personnel or Team
Lead of the Successful Applicant scores less than the specified individual minimum
score, the Client shall be entitled to ask for a better replacement before the
negotiations as per Clause 10 below.

2.20.5 Evaluation of Conformity to Commercial and Other Clauses

1 Consultants must comply with all the Commercial and other Clauses of the RfQ-cum-
RfP as per format–Form 4P (Terms and Conditions – Compliance).

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2 The Client shall also evaluate the commercial conditions quoted by the Consultant to
confirm that all essential terms and conditions stipulated in the RfQ-cum-RfP have
been accepted without substantive omissions/ reservations/exceptions/ deviation by
the Consultant. Deviations from or objections or reservations to critical provisions
such as those concerning (but not limited to) Governing laws and Jurisdiction,
Consultant’s Obligations and Restrictions of its Rights, Performance Bond/ Security,
Force Majeure, Taxes & Duties, and Code of Integrity shall be deemed to be a
substantive deviation and treated as unresponsive.

2.20.6 Evaluation of Techno-commercially Suitable Consultants and Opening of Financial Proposals

1 Each responsive Proposal shall be given a technical score applying the evaluation
criteria, sub-criteria, and scoring system specified in Annexure-IV. A Proposal shall
be rejected if it fails to achieve the minimum technical score indicated therein.
Proposals that succeed in the above techno-commercial evaluation shall be
considered techno-commercially suitable.

2 The list of such techno-commercially suitable Applicants shall be declared on the

Official Website(s) announcing a date/time and venue for opening their Financial
Proposals.

3 The Client shall notify all Applicants whether their Proposal was found responsive/
non-responsive to the RfQ-cum-RfP and Terms of Reference and whether they met
the minimum qualifying technical score.

2.20.7 Financial Proposals Evaluation

1 Financial Proposals of all Techno-commercially suitable Proposals are to be

evaluated based on the selection method identified in Section 3 (Data Sheet) and
ranked according to the parameters set-out under Annexure-IV.

2 Unless otherwise stipulated, the evaluation of prices shall be on total outgo from the
Client’s pocket, to be paid to the Consultant or any third party, including all elements
of costs as per the terms of the proposed Contract, duly delivered, as the case may be,
including any taxes, duties, levies etc.

3 Taxes

(a) The Proposals shall be evaluated based on the GST rate quoted by each
Applicant, and the same shall be used for determining the inter-se ranking. The
Client shall not be responsible for any misclassification of the HSN number or
incorrect GST rate quoted by the Applicant. Any increase in GST rate due to
misclassification of HSN number shall have to be absorbed by the Consultant;

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and

(b) If GST is quoted extra but with the provision that it shall be charged as
applicable at the time of delivery, the offer shall be evaluated for comparison
purposes by loading the maximum existing rate of GST for the product/ HSN
code.

(c) If an Applicant enters “zero/blank” GST or an erroneous GST, the financial

evaluation will be done considering the “Zero” or quoted GST rate, as the case
may be. In cases where the Successful Applicant quotes the wrong GST rate
for releasing the order, the following methodology will be followed:

(i) If the actual GST rate applicable is lower than the quoted GST rate, the
actual GST rate will be added to the quoted basic prices. The final cash
outflow will be based on the actual GST rate.

(ii) If the actual GST rate applicable is more than the quoted GST rate, the
basic prices quoted will be reduced proportionately, keeping the final
cash outflow the same as the overall quoted amount.

9. Discrepancies between Technical and Financial Proposal:

2.21 Activities and items described in the Technical Proposal but not priced in the Financial
Proposal shall be assumed to be included in the prices of other activities or items, and no
corrections are made to the Financial Proposal.

2.22 In case of discrepancy between the Technical and Financial Proposals in indicating quantities
of input, any higher quantities in Technical Proposal shall prevail, and the quoted total prices
shall be assumed to apply to this higher quantum. The unit rate for such activity shall be
accordingly adjusted. No such correction shall be done if quantities are lower in the Technical
proposal.

2.23 Discounts and Rebates: If any Applicant offers conditional discounts/ rebates in their Proposal
or suo-motu discounts and rebates after the Proposal Opening (techno-commercial or
financial), such rebates/ discounts shall not be considered for ranking the Proposal. But if such
an Applicant gets selected as per the selection method, without discounts/ rebates, such
discounts/ rebates shall be availed and incorporated in the Contracts;

2.24 Ambiguous Financial Proposal: If the Financial Proposal is ambiguous and leads to two
equally valid total price amounts, it shall be rejected as non-responsive.

10. Negotiations

2.25 Invitation to Negotiate

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2.25.1 The Selected Applicant may, if necessary be invited for negotiations.

2.25.2 The negotiations shall be held at the date and address announced after the selection of the
successful Consultant with their Authorised Representative(s), who must have written power
of attorney to negotiate and sign a contract on behalf of the Consultant.

2.25.3 The negotiations shall generally not be for reducing the price of the Proposal, but will be for
re-confirming the obligations of the Consultant under this RfQ-cum-RfP. During the
negotiations, it shall be ensured that no undue advantage accrues to the Consultant and that
nothing shall vitiate the basis on which he has been declared successful. The minutes of
negotiations shall be signed by the Client and the Consultant’s authorized representative.

2.26 Verification of Original Documents

2.26.1 Before issuing a Letter of Award (as defined under Clause 11.1.1 below) to the successful
Consultant(s), the Client may, at its discretion, ask the Consultant to present the originals of all
such documents whose scanned copies were submitted online during shortlisting process and
this RfQ-cum-RfP process. If so decided, the photocopies of such self-certified documents shall
be verified and signed by the competent officer and kept in the records as part of the contract
agreement.

2.26.2 If the Consultant fails to provide such originals or in case of substantive discrepancies in such
documents, it shall be construed as a violation of the Code of Integrity. Such Proposal shall be
liable to be rejected as non-responsive in addition to other punitive actions in the Code of
Integrity.

2.27 Availability of Key Personnels:

2.27.1 As a pre-requisite to the negotiations, the invited Consultant shall confirm the availability of
all Key Personnels included in the Proposal.

2.27.2 Failure to confirm the Key Personnels’ availability may result in the Consultant’s Proposal
being declared non-responsive and the Client proceeding to negotiate the Contract with the
next-ranked responsive Consultant.

2.27.3 Notwithstanding the above, the substitution of Key Personnels at the negotiations may be
considered if due solely to circumstances outside the reasonable control of and not foreseeable
by the Consultant, including but not limited to death or medical incapacity. In such case, the
Consultant shall offer a substitute Key Personnel within the period specified in the invitation
letter to negotiate the Contract, who shall have equivalent or better qualifications and
experience than the original candidate.

2.27.4 As per Clause 8.2.4(4), the Client reserves its right to seek during negotiations the replacement
of the Team Leader/ other Key Personnels who score below the minimum score if specified.

2.28 Technical Negotiations

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2.28.1 The negotiations include discussions of the Terms of Reference, the proposed methodology,
the Client’s inputs, the special conditions of the Contract, and finalizing the ‘Appendix A:
Terms of Reference’ part of the Contract. These discussions shall not substantially alter the
original scope of services under the Terms of Reference or the terms of the Contract lest the
quality of the final product, its price, or the initial evaluation be vitiated.

2.28.2 In case, the Selected Applicant fails to reconfirm its commitment, the Client reserve the right
to designate the next ranked Applicant as the Selected Applicant and invite it for negotiations.
The Client will examine the Curriculum vitae of all other Key Personnel and those not found
suitable shall be replaced by the Applicant to the satisfaction of the Client.

2.29 Financial Negotiations

2.29.1 General

1 The financial negotiations will include a clarification of the Consultant’s tax liability
in India, and how it will be reflected in the Contract and will reflect the agreed
technical modifications in the cost of the services.

2 Unless the offered Key Personnels and Non-Key Personnels’ remuneration rates are
much higher than the typically charged rates by comparable consultants in
comparable contracts., the financial negotiations will involve neither the
remuneration rates for staff (no breakdown of fees) nor other proposed unit rates.

3 The Client may request the Successful Applicant to clarify the breakdown of
remuneration rates during the Contract negotiations. At the negotiations, the
Successful Applicant shall be prepared to disclose its audited financial statements for
the last 3 (three) years to substantiate its breakup of remuneration rates. If
clarifications are not satisfactory, the Client may ask the Successful Applicant to
reduce the rates. The Client shall specify the format for clarifying the remuneration
rates’ structure under this Clause (“Remuneration Sheet”). A breakdown of
Remuneration sheets agreed upon at the negotiations shall form part of the negotiated
contract and be included as an Annex to Appendix C in the Contract.

2.30 Conclusion of Negotiations

The negotiations are concluded with a review of the finalized draft Contract, which shall be initialed
by the Client and the Successful Applicant’s Authorized Representative. If the negotiations fail,
the Client shall inform the Successful Consultant in writing of all pending issues and
disagreements and provide a final opportunity for the Successful Applicant to respond. If
disagreement persists, the Client shall declare the Proposal non-responsive, informing such
Applicant of the reasons for doing so. The Client shall invite the next-ranked responsive
Applicant to negotiate a Contract. Once the Client commences negotiations with the next-
ranked Applicant, the Client shall not reopen the earlier negotiations.

11. Award of Contract

2.31 Letter of Award (Acceptance - LOA) and Signing of the Contract

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2.31.1 Letter of Award

1 After 10 (ten) days from the conclusion of negotiations in line with Clause 10 above,
the Applicant whose Proposal has been accepted shall be notified of the award by the
Client before the expiration of the Proposal validity period by written or electronic
means. This notification (hereinafter and in the Conditions of Contract called the
“Letter of Award – LoA”) shall state the sum (hereinafter and in the contract called
the “Contract Price”) that Client shall pay the Consultant in consideration of delivery
of Services. The Letter of Award shall constitute the legal formation of the Contract,
subject only to the furnishing of Performance Security as per the provisions of the
sub-Clause below.

2 The Successful Applicant shall, within 7 (seven) days of the receipt of the LoA, sign
and return the LoA in acknowledgement thereof. In the event the LoA duly signed by
the Successful Applicant is not received by the stipulated date, the Client may, unless
it consents to extension of time for submission thereof, appropriate the Bid Security
of such Applicant (or as the case may be – enforce the Bid Security Declaration) as
mutually agreed genuine pre-estimated loss and damage suffered by the Client on
account of failure of the Successful Applicant to acknowledge the LoA, and the next
highest ranking Applicant may be considered.

2.31.2 Performance Security

1 Within 15 (fifteen) days of the award of the Contract on the GeM Portal, the
Consultant shall submit to the Client Performance Security equivalent to 5 (five)
percent of the total cost of Financial Proposal from a Nationalized/Scheduled Bank,
before signing of the Contract, in form of a Bank Guarantee substantially in the format
set out under Section – V of the RfQ-cum-RfP.

2 If the Successful Applicant, having been called upon by the Client to furnish
Performance Security, fails to do so within the specified period, it shall be lawful for
the Client at its discretion to annul the award and forfeit Bid Security (or as the case
may be – enforce the Bid Security Declaration), besides taking any other
administrative punitive action like ‘Removal from List of Registered Suppliers’ etc.

Provided that the Applicant has submitted a Bid Security Declaration in lieu of the Bid
Security, the Client has a right to enforce the Bid Security Declaration upon failure
to furnish Performance Security in the form of Bank Guarantee of any nationalized/
commercialized bank.

2.31.3 Execution of contract

1 Publication of Results: The Client shall send to each techno-commercially suitable

Consultant the notification of intention to award the Contract to the Successful
Applicant. The notification of intention to award shall contain, at a minimum, the
following information:

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(a) the name and address of the Consultant with whom the Client successfully
negotiated a Contract;

(b) the Contract Price of the successful Proposal;

(c) the final combined scores and the final ranking of the Applicants;

(d) The name and address of the Successful Applicant receiving the Contract shall
be published on the Official Website(s).

2 After the award notification, the Client shall share a copy of the Contract Agreement
(as per Format 1: Form of Contract to the Successful Applicant for review. The
Applicant may point out to the Client, in writing/ electronically, any anomalies
noticed in the contract within 7 (seven) days of receipt. The Contract shall be executed
within 21 (twenty) days after the date of issue of the Letter of Award and after
submission and verification of the Performance Security.

3 The Successful Applicant shall not be entitled to seek any deviation in the Contract.

2.31.4 Commencement of Assignment:

The Successful Applicant/ Consultant is expected to commence the Assignment on the date of
Commencement of Services as prescribed in the General Conditions of Contract. If the
Successful Applicant fails to either sign the Agreement or commence the assignment as
specified herein, the Client may invite the second-ranked Applicant for contract signing. In
such an event, the Bid Security/ Performance Security, as the case may be, of the first ranked
Applicant shall be liable to be forfeited by the Client.

12. Grievance Redressal/Complaint Procedure

2.32 The Applicant(s) has the right to submit a complaint or seek de-briefing regarding the
rejection of their Proposal, in writing or electronically, within 10 (ten) days of the declaration
of techno-commercial or financial evaluation results. The complaint shall be addressed to PM
MITRA Park Madhya Pradesh Ltd. .

2.33 Within 5 (five) working days of receipt of the complaint, PM MITRA Park Madhya Pradesh
Ltd. shall acknowledge the receipt in writing to the complainant, indicating that it has been
received, and the response shall be sent in due course after a detailed examination.

2.34 PM MITRA Park Madhya Pradesh Ltd. shall convey the final decision to the complainant
within 15 (fifteen) days of receiving the complaint. No response shall be given regarding the
confidential process of evaluating Proposals and awarding the Contract before the award is
notified, although the complaint shall be kept in view during such a process. However, no
response shall be given regarding the following topics explicitly excluded from such
complaint process:

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1 Only an Applicant who has participated in the procurement process, i.e., pre-
qualification, Applicant registration or bidding, as the case may be, can make such
representation.

2 Only a directly affected Applicant can represent in this regard.

3 If a Technical Proposal has been evaluated before the opening of the Financial
Proposal, an application for review concerning the Financial Proposal may be filed
only by an Applicant whose technical Proposal is found to be acceptable.

2.35 No third-party information (Proposals, evaluation results) can be sought or included in the
response.

2.36 The following decisions of the Client shall not be subject to review:

1 Determination of the need for procurement;

2 Complaints against Terms of Reference except under the premise that they are either
vague or too specific to limit competition;

3 Selection of the mode of procurement or bidding system;

4 Choice of the selection procedure;

5 Provisions limiting the participation of Applicants in the Selection Process, in terms

of policies of the Government;

6 Provisions regarding purchase preferences to specific categories of Applicants in

terms of policies of the Central Government;

7 Cancellation of the Procurement Process except where it is intended to subsequently

re-tender the same Services.

13. Code of Integrity in Public Procurement, Misdemeanours and Penalties:

The Client and the Applicant(s) are required to observe the highest standard of integrity and not indulge
in prohibited practices or other misdemeanors, either directly or indirectly, at any stage during
the Selection Process or the execution of resultant contracts. Clause 13 of the GCC (including
the penalties prescribed therein) shall be considered part of Section (even though it is not being
reproduced here for brevity) and shall apply mutatis mutandis during the pre-award Selection
Process.

14. Confidentiality

Information relating to evaluation of proposals and recommendations concerning awards of contract

shall not be disclosed to the consultants who submitted the proposals or to other persons not
officially concerned with the process, until the winning firm has been notified that it has been
awarded the contract.

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15. Miscellaneous

2.37 The Selection Process shall be governed by, and construed in accordance with, the laws of
India and the Courts at Bhopal shall have exclusive jurisdiction over all disputes arising under,
pursuant to and/or in connection with the Selection Process.

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

1 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;

2 consult with any Applicant in order to receive clarification or further information;

3 retain any information and/or evidence submitted to the Client by, on behalf of and/or
in relation to any Applicant; and/or

4 independently verify, disqualify, reject and/or accept any and all submissions or other
information and/or evidence submitted by or on behalf of any Applicant.

2.39 It shall be deemed that by submitting the Proposal, the Applicant agrees and releases the Client,
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 or future.

2.40 All documents and other information provided by Client or submitted by an Applicant to Client
shall remain or become the property of Client. Applicants and the Consultant, as the case may
be, are to treat all information as strictly confidential. Client will not return any Proposal or any
information related thereto. All information collected, analysed, processed or in whatever
manner provided by the Consultant to Client in relation to the consultancy shall be the property
of Client.

2.41 The Client reserves the right to make inquiries with any of the clients listed by the Applicants
in their previous experience record.

16. Tentative schedule for Selection Process

The Client will endeavor to follow the following schedule:

S. No. Description of the event Date

1. Date of the issuance of the RfQ-cum-RfP. 28.04.2025
2. Last date of receiving queries/requests for clarification. 07.05.2025
3. Pre-bid Meeting. 07.05.2025
4. Last Date for submission of the Proposal. 21.05.2025

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Section 3: Data Sheet

DATA SHEET

Reference Description

Clause 2.2.1 The name of Client is: “PM MITRA Park Madhya Pradesh Ltd.”

The method of selection is Combined Quality cum Cost Based Selection.

Clause 2.2.1 The weights given to technical and Financial Proposals are:
Technical score = 0.8
Financial score = 0.2

Objective and description of the assignment:

The objective of this RfQ-cum-RfP is to engage a consultant to act as a Project

Management Consultant (PMC) to perform all activities necessary to
Plan, Integrate, Package, Administer and manage the development and
construction of projects including construction supervision,
monitoring and reporting of the project of PM Mitra Park, Dhar in
Clause 2.2.2 Madhya Pradesh under HNIC Project. The PMC will be responsible
for monitoring the overall execution of the project, ensuring alignment
and coordination between various stakeholders including EPC
contractor, which have been previously appointed as well as which will
be appointed to ensure adequate monitoring, coordination and the
overall execution of the respective projects.

The detailed Terms of Reference shall be as described in Section 6 (Terms of

Reference) of this RfQ-cum-RfP.

Date, time and address of venue of Pre-bid meeting –

Clause 2.10.1 and
2.10.2 Date & Time: 07 April 2025 at 03:00 pm

Venue: MPIDC, 21, Arera Hills, Bhopal

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Date, time and address for submission of Pre-bid queries and last
date for registration for participation in the Pre-Bid
Meeting –
Clause 2.10.3
Date & Time: 07 March 2025 up to 05:00 pm

Email: techcell@mpidc.co.in

Clause 5.6.3 Bid Validity : 120 days

Clause 5.6.6(5) Venue for receiving the Bid Security, Power of Attorney’s and Joint
Bidding Agreement-

Clause 6
Date & time of the opening for opening of the Proposals –

The Tender Inviting Officer in Clause 6 shall mean to refer to the CEO & MD of
Clause 6
SPV

SPV as mentioned in Clause 12 shall mean to refer to the CEO & MD

Clause 12
of SPV

The preferential procurement policies of Government of India, being –

1. Public Procurement Policy for Micro and Small Enterprises (MSEs)

-
Order, 2012 (as amended from time-to-time); and
2. Public Procurement (Preference to Make in India, Order 2017) (as
amended from time-to-time), shall be applicable to the extent possible.

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Annexure – I: Parameters for Evaluation of Pre-Qualification

(Minimum Qualification Criteria)

JV/Consortium
S.
Minimum Qualification Criteria Lead Other
No. Single Entity
Member Member
1a Specific experience of the applicant:

As a sole applicant or lead member of

a Joint venture/Consortium should
have completed at least One (01)
project of working as a Programme
Management or Project Management
Consultant or Project Development
and Management Consultant during
last Fifteen (15) years preceding the
PDD, for the planning & supervision,
project development and
implementation of Industrial Estates/
Special Economic Zones / Special
Investment Zones/ Area development
Must meet Must meet
plans (Excluding Brownfield Smart
requirement requirement
Cities) / Greenfield Airports/
Greenfield Ports for an area not less NA
At least One At least One
than Five (5) square kilometers.
(01) No. of (01) No. of
project project
In the above projects, Programme
Management/ Project Management
consultant experience of at least -
Three (03) out of Six (06) different
infrastructure components in a single
project in the last Fifteen (15) years
preceding PDD, will be considered
for the purpose of qualification.

The infrastructure components that

would be considered shall include:
i. Roads and Bridges
ii. Water Supply & Sewerage
Network
iii. STP/CETP/WTP

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JV/Consortium
S.
Minimum Qualification Criteria Lead Other
No. Single Entity
Member Member
iv. ICT infrastructure
v. Storm water Drainage
vi. Power distribution network
including substation

And
1b Specific experience of the applicant:

As the other member of a Joint

venture/Consortium should have
completed at least one (01) project
of working as a Programme
Management or Project Management
Consultant or Project Development
and Management Consultant during
last Fifteen (15) years preceding the
PDD, for the planning, project
development and implementation of
Industrial Estates/ Special Economic
Zones / Special Investment Zones/ Must meet
Area development plans (Excluding requirement
Brownfield Smart Cities) / Greenfield
NA NA
Airports/ Greenfield Ports for an area At least one
not less than Two (02) square (01) No. of
kilometers. project

In the above projects, Programme

Management/ Project Management
consultant experience of at least -
Three (03) out of Six (06) different
infrastructure components in a single
project in the last Fifteen (15) years
preceding PDD, will be considered
for the purpose of qualification. The
infrastructure components that would
be considered include.

The infrastructure components that

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JV/Consortium
S.
Minimum Qualification Criteria Lead Other
No. Single Entity
Member Member
would be considered include:
i. Roads and Bridges
ii. Water Supply & Sewerage
Network
iii. STP/CETP/WTP
iv. ICT infrastructure
v. Storm water Drainage
vi. Power distribution network
including substation

2 The Sole Applicant or a Lead member

of a Joint venture / Consortium should
have successfully completed the
projects in capacity of the
Programme Management / Project
Management Consultant/ Project
Development and Management
Consultant during last Fifteen (15)
years preceding the PDD for
Infrastructure Development
Programme/Projects either of the
following:
(i) Three (03) completed Must meet Two (02) One (01)
Programme/Projects with the requirement completed completed
consultancy fees of not less than Programme/P Programme/P
40% of the Consulting fee rojects with rojects with
each; (or) the the
consultancy consultancy
fees of not fees of not
less than less than
40% of the 40% of the
Consulting Consulting
fee each fee each
(ii) Two (02) completed Must meet One (01) One (01)
Programme/Projects with the requirement completed completed
consultancy fees of not less than Programme/P Programme/P
50% of the Consulting fee rojects with rojects with
each; (or) the the

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JV/Consortium
S.
Minimum Qualification Criteria Lead Other
No. Single Entity
Member Member
consultancy consultancy
fees of not fees of not
less than less than
50% of the 50% of the
Consulting Consulting
fee each; fee each;
(iii) One (01) completed Must meet One (01)
Programme/Projects with the requirement completed
consultancy fees of not less than Programme/P
80% of the Consulting fee rojects with
Crore. the
consultancy NA
fees of not
less than
80% of the
Consulting
fee
3 Turnover:
Minimum average annual turnover of
Must meet Must meet
at least ₹ 50 Crore, out of which at
requirement requirement
least ₹ 25 Crore should be from
of all of all
Consultancy Service Contracts,
members members
calculated as total certified payments
combined combined
received for contracts in progress or
Must meet
completed within the last five (05)
requirement Meet 75% of Meet 25% of
years.
the the
requirement requirement
Bidder shall furnish documentary
in the in the
evidence to demonstrate their current
respective respective
financial capability as per above
category category
Criteria.

Notes:

a. For the purpose of conversion of foreign currency in to local currency i.e. Indian Rupees
(₹) or vice versa, Bidders shall use the Reference Rates of Foreign Currency published by
Reserve Bank of India (www.rbi.org.in), on the Base Date (30 days prior to PDD).

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In case a particular currency rate is not published by Reserve Bank of India, then the
selling rate of such currency shall be taken from the following internet web site on the
Base Date:

http://www.oanda.com

In case the exchange rates are not available on the above website also, then mid-market
rate of such currency shall be taken from the alternate web site

http://www.xe.com for the same date

b. In all above cases, documentary proof satisfying the qualification criteria shall be
submitted along with project completion certificate and calculation for project cost.

c. For S.No 1(a), 1(b) & 2 above, the Applicants are requested to provide the “Client
Certificate” for the above listed projects. Certificate must confirm the key attributes e.g
size, type, value, duration, scope of work and client reserves the right to check the
credentials of the project from the respective client. The project shall not be considered
for evaluation in absence of a valid certificate from client. Employer reserves the right to
verify the credentials / contents of the “Client Certificate”.

d. For S.No. 1(a), 1(b) & 2 above, the completed project shall also mean ongoing
assignments/Projects. However, assignments/projects completed up to 80% (eighty
percent) or more shall only be considered for evaluation. The Applicant shall provide the
proof that the assignment/Project is completed up to 80 % (eighty percent) through proof
of payment received till date duly certified by statutory auditor or through certificate from
the respective client.
For sake of clarity payment received certified by chartered accountant will be
considered for evaluation or qualification. However, the Employer reserve its right
for verification.

e. For the purpose of evaluation, the Programme Management/ Project Management

Consultant/ Project Development and Management Consultant shall mean experience
of providing multi-dimensional consultancy services in managing the whole
programme/project, which could inter alia include the following:

1. Project planning, budgeting, supervision, monitoring, reporting and coordination

2. Drafting and Documentation including internal and external correspondences,
tenders, appraisal of proposals received by the client.
3. Getting technical/ planning / feasibility studies /DPRs done for the project
4. Bid process management for selection of EPC contractor/ PMCs.
5. Monitoring and construction supervision of trunk infrastructure implementation

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works.
6. Assisting the client in co-ordination with various stakeholders such as Govt
agencies / bodies in obtaining requisite approvals for the project implementation.
7. Bidding out different packages to implementation agencies
8. Implementing a Document Control System which is cloud based.
9. Implementing real-time Dashboard for monitoring and reporting project progress

f. For the Purpose of Evaluation, Infrastructure development programme/ projects shall

mean development, implementation and construction supervision of projects in major
infrastructure sectors like Industrial townships/ special economic zones / special
investment zones/area development (excluding brownfield smart cities)/ Integrated real
estate development (having all components like Roads, Storm Water Network, power
distribution incl substation, water supply network, Waste water network, STP/WTP)/
power plants/ ports/ airports/ railways (excluding metro rails)/ highways & expressways
(4 Lane and above)/ Integrated water supply & waste treatment projects/ Integrated
urban infrastructure projects.

The above said Infrastructure development programme/ projects, shall consist of at least
- Three (03) out of Six (06) different infrastructure components in a single project, will
be considered for the purpose of qualification. The infrastructure components that
would be considered include:
i. Roads and Bridges
ii. Water Supply & Sewerage network
iii. STP/CETP/WTP
iv. ICT infrastructure
v. Storm water Drainage
vi. Power Distribution network incl substation

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Annexure – II: Parameters for Evaluation of the Technical Proposal

1. The evaluation committee (“Evaluation Committee”) appointed by the Employer will carry
out the technical evaluation of Proposals on the basis of the evaluation criteria and points
system indicated below.

2. Evaluation of Technical Proposals shall have no access to the Financial Proposals until
technical evaluation, is concluded.

3. Each evaluated Proposal will be given a technical score (St) as detailed below. The maximum
points/ marks to be given under each of the evaluation criteria are:

S. Criteria Marks
No.
A1 Similar experience related to the Assignment 8

The applicant should have completed at least One (01) project of providing Programme
Management /Project Management Consultancy/ Project Development and
Management Consultant services during the last Fifteen (15) years preceding the
PDD, to the concerned sovereign entity/ authority/ agency entrusted with the
responsibility of development & implementation of Industrial Parks/ Investment region/
Special Economic Zones / Special Investment Zones.
Applicant may submit maximum Three (03) completed projects to attain maximum
marks under this category.
A2 Experience in Programme /Project Management for National / State level 6
Infrastructure development programme/ projects
The applicant should have, completed at least One (01) project of providing Programme
Management/Project Management Consultancy Services during the last Fifteen (15)
years preceding the PDD, to any Central / State Government agency /private entities in
Infrastructure development programme/ projects.
The Project Value of each eligible Infrastructure development programme/project shall
be at least ₹ 50% of the Capital cost put to bid
Applicant may submit Three (03) completed projects to attain maximum marks under
this category.
A3 General experience in Project Development Advisory Consultancy Services 2
The applicant should have, completed at least One (01) project of providing Project
Development Advisory services for Infrastructure development programme/Projects.
Applicant may submit Two (02) completed projects to attain maximum marks under this
category

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The consultancy Fee of atleast one eligible project shall be ₹ 5 Crore.

A4 International experience of Programme /Project Management/ Project Development 2
Advisory Consultancy Services
The applicant should have, completed at least one (01) project of providing Programme
/Project Management (or) Project Development Advisory services for Infrastructure
development programme/Projects outside India.
Applicant may submit Two (02) completed projects out of which atleast one (01) shall be
of Project Development Advisory services to attain maximum marks under this category.
A5 Experience in Advanced Manufacturing & Innovation (Industry 4.0) 2
The applicant should have experience in the integration of Industry 4.0 technologies (e.g.,
AI, IoT, digital twin, cloud computing, robotics, Big Data Analytics) into industrial
operations in atleast one (1) major infrastructure development programme/ projects.

Applicant may submit two (02) projects to attain maximum marks under this category
A Sub-Total 20
B Adequacy of the proposed work plan and methodology in response to the TOR 30
The applicant shall demonstrate its understanding of the assignment through a detailed
approach and methodology with respect to the tasks as given in the ToR in form of a
report/ppt. The approach and methodology shall include but not limited to:
 Technical Approach and methodology
 Work Plan
 Organization and Staffing

B Sub-Total 30
C1 Qualification and competence of the core team for the Assignment. 50

C Sub-Total 50
Total Marks 100

Note:
a. For S.No. A1 to A5 above, the completed project shall also mean ongoing
assignments/Projects. However, assignments/projects completed up to 80% (eighty percent)
or more shall only be considered for evaluation and marks awarded for such assignments
shall only be 80 % (eighty percent) of maximum marks. The Applicant shall provide the
proof that the assignment/Project is completed up to 80 % (eighty percent) through proof of
payment received till date duly certified by statutory auditor or through certificate from the
respective client.
For sake of clarity payment received certified by chartered accountant will be considered

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for evaluation or qualification. However, the Employer reserve its right for verification.

b. The evaluation committee may ask the Applicants for a presentation to understand their
approach and Methodology and pre-experience of undertaking similar assignment.

c. For S.No A1 to A5 above, the Applicants are requested to provide the “Client Certificate”
for the above listed projects. Certificate must confirm the key attributes e.g size, type, value,
duration, scope of work and client reserves the right to check the credentials of the project
from the respective client. The project shall not be considered for evaluation in absence of a
valid certificate from client. The Employer reserves the right to verify the credentials /
contents of the “Client Certificate”.

d. For the purpose of evaluation, the Programme Management/ Project Management Consultant
shall mean experience of providing multi-dimensional consultancy services in managing the
whole programme/project, which could inter alia include the following:

1. Project planning, budgeting, supervision, monitoring, reporting and coordination

2. Drafting and Documentation including internal and external correspondences, tenders,
appraisal of proposals received by the client.
3. Getting technical/ planning / feasibility studies /DPRs done for the project
4. Bid process management for selection of EPC contractor/ PMCs.
5. Monitoring and construction supervision of trunk infrastructure implementation works.
6. Assisting the client in co-ordination with various stakeholders such as Govt agencies /
bodies in obtaining requisite approvals for the project implementation.
7. Bidding out different packages to implementation agencies
8. Implementing a Document Control System which is cloud based.
9. Implementing real-time Dashboard for monitoring and reporting project progress

e. For the Purpose of Evaluation, Infrastructure development programme/ projects shall mean
development, implementation and construction supervision of projects in major infrastructure
sectors like Industrial townships/ special economic zones / special investment zones/area
development (excluding brownfield smart cities)/ Integrated real estate development (having
all components like Roads, Storm Water Network, power distribution incl substation, water
supply network, Waste water network, STP/WTP)/ power plants/ ports/ airports/ railways
(excluding metro rails)/ highways & expressways (4 Lane and above)/ Integrated water
supply & waste treatment projects/ Integrated urban infrastructure projects.

The above said Infrastructure development programme/ projects, shall consist of at least -
Three (03) out of Six (06) different infrastructure components in a single project, will be
considered for the purpose of qualification. The infrastructure components that would be
considered include:
i. Roads and Bridges

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ii. Water Supply & Sewerage network

iii. STP/CETP/WTP
iv. ICT infrastructure
v. Storm water Drainage
vi .Power Distribution network including substation.

f. For the Purpose of Evaluation, Project Development advisory services shall mean the
following:
1. Preparation of master planning and design of infrastructure and utilities for
infrastructure development programme/ projects. (or)
2. Review of master planning and design of infrastructure and utilities for
infrastructure development programme/ projects

4. The minimum technical score required to qualify technical evaluation is 70 (seventy)points out
of 100 (hundred) points (“Minimum Technical Score”). A proposal will be considered
unsuitable and will be rejected at this stage if it does not:

(a) respond to important aspects of RFP and the Terms of Reference; or

(b) if it fails to achieve the Minimum Technical Score.

5. The Client will notify Applicants who fail to achieve the Minimum Technical Score about the
same and their Financial Proposals will not be opened.

Notes:

a. For the purpose of conversion of foreign currency in to local currency i.e. Indian Rupees
(₹) or vice versa, Bidders shall use the Reference Rates of Foreign Currency published
by Reserve Bank of India (www.rbi.org.in), on the Base Date (30 days prior to PDD).

In case a particular currency rate is not published by Reserve Bank of India, then the
selling rate of such currency shall be taken from the following internet web site on the
Base Date:

http://www.oanda.com

In case the exchange rates are not available on the above website also, then mid-market
rate of such currency shall be taken from the alternate web site

http://www.xe.com for the same date

In all above cases, documentary proof satisfying the qualification criteria shall be
submitted along with project completion certificate and calculation for project cost.

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Annexure – III: Parameters for Qualification and Competence of Key Personnel (Core Team)

1. The total number of marks allocated for qualification and competence of the proposed core
team is 50 marks, distributed among Key Personnel, as detailed below:

S.No. Key Personnel Number of Marks

1 Programme Director 14
2 Contract Expert 10
3 Project Controls, Planning and MIS Manager 10
4 Programme ICT Manager 8
5 Design Manager (Design Head) 8
TOTAL 50

2. Evaluation Criteria for the Key Personnels (Core Team)

A. General Qualification: (30%)

A1. Education (10%)
A2. Professional Experience (15%)
A3. Training and publications (5%)
B. Adequacy for the Assignment: Project related (60%)
B1. Experience in similar capacity/ broad sector (25%)
B2. Experience relevant to TOR/ Assignment (25%)
B3. Overseas/International experience (10%)
C. Familiarity with the Local region (3%)
C1. Experience in any infrastructure project in India (3%)
D. Association with the firm – (7%)

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D1. Full Time permanent staff (5%)

D2. Years of association (2%)
TOTAL MARKS 100%

Note: Detailed evaluation criteria to be prepared by the Evaluation Committee for evaluation of the
Qualification and Competence of the key staff for the Assignment.

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Annexure – IV: Parameters for Evaluation of the Financial Proposal

1. The Financial Proposals will be opened publicly in the presence of Applicants’ representatives
who choose to attend. The name of the Applicants, their technical scores and the proposed
prices will be read aloud and recorded when the Financial Proposals are opened.

2. Prior to evaluation of the Financial Proposals, the Evaluation Committee will determine
whether the Financial Proposals are complete in all respects, unqualified and unconditional,
and submitted in accordance with the terms hereof.

3. The cost indicated in the Financial Proposal shall be deemed as final and reflecting the total
cost of services and should be stated in ₹ only. Omissions, if any, in costing of any item shall
not entitle the Applicant to be compensated and the liability to fulfil its obligations as per the
Terms of Reference within the total quoted price shall be that of the Applicant. The evaluation
shall include all applicable taxes, duties, fees, levies and other charges. The lowest Financial
Proposal (Fm) will be given a financial score (Sf) of 100 (hundred) points. The financial scores
(Sf) of the other Financial Proposals will be determined using the following formula:

Sf = 100 x Fm/F;

in which Sf is the financial score, Fm is the lowest Financial Proposal, and F

is the Financial Proposal (in ₹) under consideration.

4. Proposals will be finally be ranked in accordance with their combined technical (St) and
financial (Sf) scores:

S = St x Tw + Sf x Fw;

in which S is the combined score, and Tw and Fw are weights assigned to

Technical Proposal and Financial Proposal that will be 0.80:0.20.

Note: In case of any discrepancy, the formula mentioned above will prevail and supersede the
formula as mentioned in the GeM portal.

5. Subject to preferential procurement policies of the Government of India, the Applicant

achieving the highest combined technical and financial score will be considered to be the
successful Applicant and will be invited for contract signing (the ― “Successful Applicant”).

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Section 4: Prequalification and Technical Proposal - Standard Forms

The Technical Proposal shall comprise of an Executive Summary, plus 3 Sections as described below:

Executive Summary: This section shall be limited to 10 single sided pages (5 sheets double sided
printing, excluding cover and back page if stand-alone document), minimum 11 font size, A4 paper
size, inclusive of graphics
Section 1 - Specific experience of the firm(s) related to this assignment. In addition to requisite
information as requested in this RfQ-cum-RfP, indicate the projects where the consortium firms/
individuals/ sub consultants have successfully working together. The write-up should also include the
roles and responsibilities of the consortium members and sub-consultants, how decisions will be made
and quality ensured. The write up in this section shall be limited to 20 single sided sheets excluding
the requisite Format, with minimum 11 font size, A4 paper size.

Section 2 - Proposed technical approach & methodology, work plan and organization/staffing.
The write up in this section shall be limited to 40 single sided pages (20 sheets double sided), minimum
11 font size, A4 paper size.

Section 3 - Qualification, experience and competence of the Key Personnel. The write up in this
section should provide information on Key Professional qualifications, adequacy for the project
assignment and familiarity with the local region. This section shall be limited to 35 single sided pages
(10 sheets double sided), minimum 11 font size, A4 paper size. Formats to indicate the cost of
additional personnel is not included in the paper count.
Form 4A: Pre-Qualification Proposal Submission Form
Form 4B Format for Pre-Qualification Proposal (Eligible Projects) Project Specific Experience
Form 4C Format for Pre-Qualification Proposal (Average Annual Turnover of Applicant)
Form 4D: Format for Joint Bidding Agreement (in case of JV/ Consortium)
Form 4E: Format for Power of Attorney for Authorised representative
Form 4F: Format for Power of Attorney for Lead Member of JV/ Consortium
Form 4G (I): Format of Bank Guarantee for Bid Security
Form 4 (II): Format of Bid Security Declaration
Form 4H: Technical Proposal Submission Form
Form 4I: Applicants Experience
Form 4J: Comments and Suggestions on the Terms of Reference and Facilities to be provided by
the Client
Form 4K: Description of Approach, Methodology and Work Plan for Performing the Assignment
Form 4L: Team Composition and Task Assignments
Form 4M: Curriculum Vitae (CV) for Proposed Professional Staff (with one page of summary of
experience)
Form 4N: Staffing Schedule for Key Personnel (Core Team)
Form 4O: Staffing Plan for Resource Pool
Form 4P: Terms and Conditions: Compliance
Form 4Q: Integrity Pact
Form 4R: Authorization to attend pre-Proposal Conference
Form 4S: Disclosure of Prior Engagements with NICDC/SPV/MPIDC / SPV

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Form 4A:

Pre-Qualification Proposal Submission Form

RfQ-cum-RfP dated [insert date]

Consultant’s Name_________________________
[Address and Contact Details]
Consultant’s Reference No.___________________________ Date……….

To
CEO & Managing Director,
SPV Name & Address

Ref: Your RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Sir/ Madam

1. We, the undersigned, offer to provide consulting services in accordance with your above-
referenced RfQ-cum-RfP and our Proposal. We are hereby submitting our Proposal, which
includes this Technical Proposal and a separately uploaded Financial Proposal. Commercial
information about our organisation is enclosed in Format 1.

• We are submitting our Proposal without any Sub-consultants or Consortium

Or

• We are submitting our Proposal with the following firms as Sub-consultants:

{Insert a list with each Sub-consultant's full name and address.}

Or

• We are submitting our Proposal as a consortium with {Insert a list with each member's full
name and legal address and indicate the lead member}. We have attached a copy of the
following document signed by every participating member, which details the (likely) legal
structure and the confirmation of joint and severable liability of the members of the said
consortium.

• our letter of intent to form a consortium

• the consortium agreement

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2. Our Eligibility and Qualifications to participate

a) We confirm that we continue to comply with all the eligibility (including the absence of conflict
of interest and debarment) and qualification criteria stipulated in the RfQ-cum-RfP, based on
which we were shortlisted for participation in this bidding process. We shall be dutybound to
proactively inform you of any change in our compliance with these criteria as soon as it occurs.

b) We confirm that we don’t have any Conflict of Interest as stipulated in this RfQ-cum-RfP. We
shall be dutybound to proactively inform you of any change in our compliance with Conflict-of-
Interest stipulations as soon as it occurs.

3. Our Proposal to deliver Services:

We offer to deliver the subject Services of requisite performance standards and within delivery
schedules in conformity with the RfQ-cum-RfP. The relevant details are submitted in ‘Form 4K:
Description of Approach, Methodology and Work Plan for performing the assignment’; and Form
4L: Team Composition and Task Assignments’.

4. Prices:

We hereby offer to perform the Services at our lowest prices and rates mentioned in the separately
uploaded Financial Proposal. It is hereby confirmed that the prices quoted therein by us are:

(a) Based on the terms of delivery and delivery schedule confirmed by us; and

(b) Cost break-up of the quoted cost, showing inter-alia costs (including taxes and duties
thereon) of all the included incidental Goods/ Works considered necessary to make the proposal
self-contained and complete, has been indicated therein, and

(c) based on the terms and mode of payment as stipulated in the RfQ-cum-RfP. We have
understood that if we quote any deviation from the terms and mode of payment, our Proposal
is liable to be rejected as nonresponsive, and

(d) have been arrived at independently, without restricting competition, any consultation,
communication, or agreement with any other Applicant or competitor relating to:

i) those prices; or
ii) the intention to submit an offer; or
iii) the methods or factors used to calculate the prices offered.

(e) Have neither been nor shall be knowingly disclosed by us, directly or indirectly, to any other
Applicant or competitor before the Proposal opening unless otherwise required by law.

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5. We declare regarding commissions or fees paid or are to be paid to agents, representatives, or
commission agents concerning the selection process or execution and performance of this Contract,
that:

• No such commissions or gratuities or fees have been paid are to be paid by us to any third party
Or

• We have paid/ are due to pay the following commissions/ gratuities/ fees:

(Indicate the name and address of the agent, representative, or commission agent, the amount and
currency, and the purpose of the commission or fee.)

6. No change in the Key Experts

Except as stated in the RfQ-cum-RfP, we undertake to negotiate a Contract based on the proposed
Key Experts. We accept that substituting Key Experts for reasons other than those stated in Clause
2.5.5 may lead to the termination of contract negotiations.

7. Affirmation of terms and conditions of the RfQ-cum-RfP:

We have understood the complete terms and conditions of the RfQ-cum-RfP. We accept and
comply with these terms and conditions without reservations, although we are not signing and
submitting some of the RfQ-cum-RfP’s sections. Deviations, if any, are submitted by us in Form
4P ‘Terms and Conditions: Compliance’. We also explicitly confirm acceptance of the Arbitration
Agreement as given in the RfQ-cum-RfP.

8. Bid Security: We have submitted the Bid Security as

a) Earnest Money Deposit (EMD) for the amount of ₹ (Rupees……………………………….)

valid upto ……………………in favour of …………………… in the form of Insurance Surety
Bonds/ Account Payee Demand Draft/ Fixed Deposit Receipt/ Banker’s cheque/ Payment online/
Bank Guarantee in Form 4G, with reference number dated, issued as per the RfQ-cum-RfP.

9. Abiding by the Proposal's Validity

We agree to keep our Proposal valid for acceptance for a period upto…………….., as required in
the RfQ-cum-RfP, or for a subsequently extended period, if any, agreed to by us, and are aware of
penalties in this regard stipulated in the RfQ-cum-RfP in case we fail to do so.

10. Non-tampering of Downloaded RfQ-cum-RfP and Uploaded Scanned Copies

We confirm that we have not changed/ edited the contents of the downloaded RfQ-cum-RfP. We
realise that any change noticed at any stage, including after the contract award, shall be liable to
punitive action in this regard stipulated in the RfQ-cum-RfP. We also confirm that scanned copies

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of documents/ affidavits/undertakings uploaded during the shortlisting process and this RfQ-cum-
RfP are valid, true, and correct to the best of our knowledge and belief. We shall be responsible if
any dispute arises regarding the validity and truthfulness of such documents/
affidavits/undertakings. We undertake to submit for scrutiny, on-demand by the SPV, originals
and self-certified copies of all such certificates, documents, affidavits/undertakings.

11. A Binding Contract:

We further confirm that if our proposal is accepted, all such terms and conditions shall continue to
be acceptable and applicable to the resultant contract, even though some of these documents may
not be included in the contract Documents submitted by us. We do hereby undertake that until a
formal contract is signed or issued, this Proposal and your written Letter of Award shall constitute
a binding contract between us.

12. Performance Guarantee and Signing the contract

We further confirm that if our proposal is accepted, we shall provide you with performance security
of the required amount stipulated in the RfQ-cum-RfP for the due performance of the contract. We
are fully aware that in the event of our failure to deposit the required security amount and/or
execute the agreement, the SPV has the right to avail of any or all punitive actions stipulated in the
RfQ-cum-RfP.

13. Penalties for misinterpretation or misrepresentation:

We hereby confirm that the particulars given above are factually correct and nothing is concealed
and undertake to advise any future changes to the above details. We understand that any
misinterpretation or misrepresentation would violate the Code of Integrity and attract penalties, as
this RfQ-cum-RfP mentions.

14. Consultant’s Authorized Signatory:

a) Full Name: _____________________________

b) Designation: ________________________________
c) Signing as:

• A sole proprietorship firm. The person signing the Proposal is the sole proprietor/constituted
attorney of the sole proprietor,

• A partnership firm. The person signing the Proposal is duly authorised being a partner to do so
under the partnership agreement or the general power of attorney,

• A company. The person signing the Proposal is the constituted attorney by a resolution passed
by the board of directors or in pursuance of the authority conferred by the Memorandum of
Association.

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• A Society. The person signing the Proposal is the constituted attorney.

We confirm that we are duly authorized to submit this Proposal and make commitments on behalf
of the Consultant. We acknowledge that our digital/digitized signature is valid and legally binding.
Supporting documents are submitted herewith.

Documents to be submitted: Registration Certificate/ Memorandum of Association/ Partnership

Agreement/ Power of Attorney/ Board Resolution

15. Rights of SPV to Reject Proposal(s):

We further understand that you are not bound to accept the lowest or any Proposal you may receive
against your above-referred RfQ-cum-RfP.

……………………..
(Signature with date)

………………………..
(Name and designation)

Duly authorized to sign Proposal for and on behalf of

[name, address, and seal of consultant]

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Form 4B:

Format for Pre-Qualification Proposal (Eligible Projects) Project Specific Experience

Ref: Your RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

[Using the format below, provide information on each assignment for which your firm, and each associate for
this assignment, was legally contracted either individually as a corporate entity or as one of the major
companies within a Consortium for carrying out consulting services similar to the ones requested under this
assignment.]

● Use projects with copy of proof of experience as required for meeting the minimum qualification criteria
prescribed.

● Exhibit only those projects undertaken in the last 10 (ten) years preceding the PDD.

● Projects without the proof of experience from respective client will not be considered

Assignment Name and project cost: Approx. value of the Contract (in ₹ in Crore)

Country:
Duration of assignment (months):
Location within country:
Name of Client: Total No. of staff-months of the assignment:

Approx. value of the services provided by the firm

Address:
under the contract (in ₹ in Crore)

Start Date (Month/Year): No. of professional staff- months provided by

Completion Date (Month/Year): associated Consultants:

Name of Lead Partner: Name of senior professional staff of your firm

involved and functions performed (indicate
most significant profiles such as Project
Name of Associated Consultants, If any: Director/Coordinator, Team Leader):

Narrative Description of Project: (highlight project capital cost in the narration)

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Description of actual services provided by your staff within the assignment:

Firm's Name:

Authorized Signature:

Note:

For the purpose of conversion of foreign currency in to local currency i.e. Indian Rupees (₹) or vice versa,
Bidders shall use the Reference Rates of Foreign Currency published by Reserve Bank of India
(www.rbi.org.in), on the Base Date (28 days prior to the last date of second stage bid submission)

In case a particular currency rate is not published by Reserve Bank of India, then the selling rate of such
currency shall be taken from the following internet web site on the Base Date:

http://www.oanda.com

In case the exchange rates are not available on the above website also, then mid-market rate of such currency
shall be taken from the alternate web site

http://www.xe.com for the same date

In all above cases, documentary proof satisfying the qualification criteria shall be submitted along with
project completion certificate and calculation for project cost.

Please limit the description of the project in two A4 size sheet of paper. Descriptions exceeding two A4 size
sheet of paper shall not be considered for evaluation.

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Form 4C:

Format for Pre-Qualification Proposal (Average Annual Turnover of Applicant)

Ref: Your RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

S. No. Financial Year Annual Turnover of Applicant (₹)

1 2019-2020
2 2020-2021

3 2021-2022

4 2022-2023

5 2023-2024

Average Annual Turnover [indicate sum of the above figures divided by 5]

Certificate from the Statutory Auditor

This is to certify that ......................................... [Name of the Firm] [Registered Address]

has received the payments shown above against the respective years.

Name of Authorized Signatory:

Designation:

Name of Firm:

Signature of the Statutory Auditor

Seal of the Firm

Note:

1. In case of a consortium, above form has to be submitted for each consortium member and Minimum.

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2. In case the Consultant does not have a statutory auditor, it may provide the certificate from a practicing
chartered accountant.

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Form 4D:

Format of Joint Bidding Agreement (in case of Consortium)

(To be executed on stamp paper of appropriate value)

Ref: Your RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

THIS JOINT BIDDING AGREEMENT is entered into on this the ........... day of 2024.

AMONGST

1. [•], (a company incorporated under the Companies Act, 1956 and having its registered office
at]………………………………… (hereinafter referred to as the “First Part” which expression shall,
unless repugnant to the context include its successors and permitted assigns)

AND

2. [•], (a company incorporated under the Companies Act, 1956 and having its registered office
at]...................................................... (hereinafter referred to as the “Second Part” which expression
shall, unless repugnant to the context include its successors and permitted assigns)

AND

3. [•], [a company incorporated under the Companies Act, 1956 and having its registered office
at]........................................................ (hereinafter referred to as the “Third Part” which expression
shall, unless repugnant to the context include its successors and permitted assigns)}

The above mentioned parties of the [FIRST, SECOND AND THIRD] PART are collectively referred to as
the "Parties" and each is individually referred to as a “Party”.

WHEREAS,

(A) SPV Name, (hereinafter referred to as the “XXXX” which expression shall, unless
repugnant to the context or meaning thereof, include its administrators, successors and
assigns) has invited proposals (the “Applications”) by its Request for Qualification-cum-
Request for Proposal No.... dated ............(the "RfQ-cum-RfP") for appointment as Project
Management Consultant (PMC) for Infrastructure Development of PM Mitra Park, Dharin
Madhya Pradesh under HNIC Project (the “Consultancy”).

(B) The Parties are interested in jointly bidding for the Consultancy as members of a
Consortium and in accordance with the terms and conditions of the RfQ-cum-RfP and other

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bid documents in respect of the Consultancy, and

(C) It is a necessary condition under the Consultancy document that the members of the
Consortium shall enter into a Joint Bidding Agreement and furnish a copy thereof with the
Application.

NOW IT IS HEREBY AGREED as follows:

1. Definitions and Interpretations

In this Agreement, the capitalised terms shall, unless the context otherwise requires, have the
meaning ascribed thereto under the RfQ-cum-RfP.

2. Consortium

a. The Parties do hereby irrevocably constitute a consortium (the “Consortium”) for the
purposes of jointly participating in the Selection Process for the Consultancy.

b. The Parties hereby undertake to participate in the Bidding process only through this
Consortium and not individually and/or through any other consortium constituted for this
Consultancy, either directly or indirectly or through any of their Affiliates.

3. Covenants

The Parties hereby undertake that in the event the Consortium is declared the selected Consultant
and awarded the Consultancy, the Parties shall enter into a contract for consultancy services
(“Contract”) with the SPV and for performing all obligations as the Consultant in terms of the
Contract for the Consultancy.

4. Role of the Parties

The Parties hereby undertake to perform the roles and responsibilities as described below:

a. Party of the First Part shall be the Lead Member of the Consortium and shall have the
power of attorney from all Parties for conducting all business for and on behalf of the
Consortium during the Selection Process for the Consultancy and until the Effective Date
under the Contract;

b. Party of the Second Part shall be [•];

5. Joint and Several Liability

The Parties do hereby undertake to be jointly and severally responsible for all obligations and
liabilities relating to the Consultancy and in accordance with the terms of the RfQ-cum-RfP and

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the Contract, for the performance of the Contract.

6. Member in Charge or Lead Member

Without prejudice to the joint and several liabilities of all the Parties, each Party agrees that it
shall exercise all rights and remedies under the Contract through the Lead Member and the SPV
shall be entitled to deal with such Lead Member as the representative of all Members. Each Party
agrees and acknowledges that:

a. any decision (including without limitation, any waiver or consent), action, omission,
communication or notice of the Lead Member on any matters related to the Contract shall
be deemed to have been on its behalf and shall be binding on it. The SPV shall be entitled
to rely upon any such action, decision or communication from the Member in Charge;

b. consolidated invoices for the services in relation to the Consultancy performed by all the
Members shall be prepared and submitted by the Lead Member and the SPV shall have
the right to release payments solely to the Lead Member and the SPV shall not in any
manner be responsible or liable for the inter se allocation of payments, works etc. among
the Parties;

c. any notice, communication, information or documents to be provided to the Consultant

shall be delivered to the authorized representative of the Consultant (as designated
pursuant to the Contract) and any such notice, communication, information or documents
shall be deemed to have been delivered to all the Parties

7. Representation of the Parties

Each Party represents to the other Parties as of the date of this Agreement that:

a. Such Party is duly organised, validly existing and in good standing under the laws of its
incorporation and has all requisite power and authority to enter into this Agreement;

b. The execution, delivery and performance by such Party of this Agreement has been
authorised by all necessary and appropriate corporate or governmental action and a copy of
the extract of the charter documents and board resolution/ power of attorney in favour of the
person executing this Agreement for the delegation of power and authority to execute this
Agreement on behalf of the Party is annexed to this Agreement, and will not, to the best of
its knowledge:

(i) require any consent or approval not already obtained;

(ii) violate any Applicable Law presently in effect and having applicability to it;

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(iii) violate the memorandum and articles of association, by-laws or other applicable
organisational documents thereof;

(iv) violate any clearance, permit, concession, grant, license or other governmental
authorisation, approval, judgement, order or decree or any mortgage agreement,
indenture or any other instrument to which such Party is a party or by which such Party
or any of its properties or assets are bound or that is otherwise applicable to such Party;
or

(v) create or impose any liens, mortgages, pledges, claims, security interests, charges or
Encumbrances or obligations to create a lien, charge, pledge, security interest,
encumbrances or mortgage in or on the property of such Party, except for
encumbrances that would not, individually or in the aggregate, have a material adverse
effect on the financial condition or prospects or business of such Party so as to prevent
such Party from fulfilling its obligations under this Agreement;

c. this Agreement is the legal and binding obligation of such Party, enforceable in accordance
with its terms against it; and

d. there is no litigation pending or, to the best of such Party's knowledge, threatened to which
it or any of its Affiliates is a party that presently affects or which would have a material
adverse effect on the financial condition or prospects or business of such Party in the
fulfillment of its obligations under this Agreement.

8. Authorised Representation

The parties agree that, who is employed with the member in charge, or his/her nominee shall be
the authorized representative of the consortium, to do on behalf of the Consortium, all such acts,
deeds and things as are necessary or required in connection with or incidental to submission of the
Consortium's proposal for and the Consultancy including but not limited to signing and submission
of all applications, proposals and other documents, participating in pre-bid and other conferences
and providing information/responses to the authority, representing the consortium in all matters
before the authority, signing and execution of all contracts and undertakings consequent to
acceptance of the Consortium's proposal and generally dealing with the SPV in all matters in
connection with or relating or arising out of the Consultancy.

9. Termination

This Agreement shall be effective from the date hereof and shall continue in full force and effect
until the Effective Date under the Contract, in case the Consultancy is awarded to the Consortium.
However, in case the Consortium is not selected for award of the Consultancy, the Agreement will
stand terminated upon intimation by the SPV that it has not been selected and upon return of the
Bid Security by the SPV.

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10. Miscellaneous

a. This Joint Bidding Agreement shall be governed by laws of India.

b. The Parties acknowledge and accept that this Agreement shall not be amended by the Parties
without the prior written consent of the SPV.

IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND

DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED (Name)
(Designation)
(Address)
For
SIGNED, SEALED AND
DELIVERED SECOND PART

and on behalf of LEAD MEMBER

(Signature
by:
) (Name)
(Designati
on)
(Address)
(Signature)

SIGNED, SEALED AND DELIVERED

For and on behalf of

THIRD PART

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

In the presence of:

1. 2.

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Notes:

1. The mode of the execution of the Joint Bidding Agreement 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 affixed in accordance with the
required procedure.

2. Each Joint Bidding Agreement should attach a copy of the extract of the charter documents and
documents such as resolution I power of attorney in favour of the person executing this Agreement
for the delegation of power and authority to execute this Agreement on behalf of the Consortium
Member.

3. For a Joint Bidding Agreement executed and issued overseas, the document shall be legalised by
the Indian Embassy and notarized in the jurisdiction where the Power of Attorney has been
executed.

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Form 4E:

Format of Power of Attorney for Authorised Representative

Ref: Your RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Know all men by these presents, We, ............................................(name of organization and address of
the registered office) do hereby constitute, nominate, appoint and authorise
Mr / Ms.........................................son/daughter/wife and presently residing at who is presently
employed with/ retained by us and holding the position of as our true and lawful attorney (hereinafter
referred to as the “Authorised Representative”), with power to sub- delegate to any person, 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 selection of a consultant to act as a Project Management
Consultant (PMC) for Infrastructure Development of PM Mitra Park, Dhar(PM MITRA PARK, DHAR)
in Madhya Pradesh under HNIC Project by SPV (“XXXX”) 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 SPV, representing us in all matters before
the SPV, signing and execution of all contracts and undertakings consequent to acceptance of our
proposal and generally dealing with the SPV 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
Contract with the SPV.

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-NAMED PRINCIPAL HAVE

EXECUTED THIS POWER OF ATTORNEY ON THIS ………….... DAY OF................................,
20**

For ...

(Signature, name, designation and address)

Witnesses:
1.

2.

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Accepted

(Signature, name, designation and address of the Attorney)

Notes:

1 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 affixed in accordance with the required procedure.

2 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 the Applicant

3 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, the Power of Attorney provided by Applicants from countries that have signed the Hague
Legislation Convention, 1961 are not required to be legalised by the Indian Embassy if it carries a
conforming Apostille Certificate.

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Form 4F:

Format of Power of Attorney for Lead Member of Consortium

(To be executed by all members of the Consortium)

Ref: Your RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Whereas the SPV (XXXX) has invited proposals from applicants for appointment as Project
Management Consultant (PMC) for Infrastructure Development of PM Mitra Park, Dhar(PM MITRA
PARK, DHAR) in Madhya Pradesh under HNIC Project, (the “Consultancy”).

Whereas, ……….......................... and .............................. (collectively the “Consortium”) being

Members of the Consortium who are interested in bidding for the Consultancy in accordance with the
terms and conditions of the RfQ-cum-RfP and other connected documents in respect of the Consultancy,
and

Whereas, it is necessary for the Members of the Consortium to designate one of them as the Member in
Charge with all necessary power and authority to do for and on behalf of the Consortium, all acts, deeds
and things as may be necessary in connection with the Consortium's bid for the Consultancy and its
execution.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS

We, [name of Party] having our registered office at [registered address], M/s. [name of Party], having
our registered office at[registered address],and M/s.[name of Party], having our registered office at
[registered address], (hereinafter collectively referred to as the “Principals”) do hereby irrevocably
designate, nominate, constitute, appoint and authorise M/s [name of Member In• charge], having its
registered office at [registered address], being one of the Members of the Consortium, as the Member
In-charge and true and lawful attorney of the Consortium (hereinafter referred to as the "Attorney") and
hereby irrevocably authorise the Attorney (with power to sub• delegate to any person) to conduct all
business for and on behalf of the Consortium and any one of us during the bidding process and, in the
event the Consortium is awarded the Contract, during the performance of the services related to the
Consultancy, and in this regard, to do on our behalf and on behalf of the Consortium, all or any of such
acts, deeds or things as are necessary or required or incidental to the submission of its bid for the
Consultancy, including but not limited to signing and submission of all applications, bids and other
documents and writings, accept the Letter of Award, participate in bidders' and other conferences,
respond to queries, submit information/documents, sign and execute contracts and undertakings
consequent to acceptance of the bid of the Consortium and generally to represent the Consortium in all
its dealings with the SPV, and/ or any other government agency or any person, in all matters in
connection with or relating to or arising out of the Consortium's bid for the Consultancy and/ or upon
award thereof until the Contract is entered into with the SPV.

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AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things
done or caused to be done by our said Attorney 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 Attorney in exercise of the
powers hereby conferred shall and shall always be deemed to have been done by us/ Consortium.

IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS

POWER OF ATTORNEY ON THIS .. ... ... ........ DAY OF ...., 20........

For .......................................
(Signature Name & Title)

For .......................................
(Signature, Name & Title)

For …………………………
(Signature, Name & Title)

(Executants) (To be executed by all the Members of the Consortium)

Witnesses:
1.

2.

Notes:

1 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 affixed in accordance with the required procedure.

2 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 the Applicant.

3 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, the Power of Attorney provided by Applicants from countries that have signed the Hague
Legislation Convention, 1961 are not required to be legalised by the Indian Embassy if it carries a
conforming Apostille certificate.

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4 In case of a consortium, above form has to be submitted for each consortium member and Minimum
Eligibility Criteria for revenue should be satisfied by the Lead Member

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Form 4G (I):

Format of Bank Guarantee for Bid Security

Bank Guarantee No……...………

Date……………………………...
To
CEO & MD
SPV

[Complete address of the SPV (“XXXX”) ]

Ref: Your RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Whereas M/s……………………………………………………with its Registered/ Head Office

at…………………………. (name and address of the Consultant, hereinafter called “the Consultant”,
which expression shall, unless repugnant to the context or meaning thereof, include its successors,
administrators, executors and assigns) has undertaken to submit a proposal, in pursuance of Tender no
……….. date……………. (hereinafter called “the Tender”).

And Whereas you (unless repugnant to the context or meaning thereof, including your successors,
administrators, executors, and assigns) have stipulated in the said Tender that the Consultant shall furnish
you with a bank guarantee by a Commercial bank for the sum specified therein as Earnest Money Deposit
for compliance with its obligations as per the Tender;

And Whereas we …………………… with our Head Office at…………………………. (name and address
of the Bank, hereinafter referred to as the “Bank”, which expression shall, unless repugnant to the context
or meaning thereof, include its successors, administrators, executors and assigns) have agreed to give the
Consultant such a bank guarantee.

Now, Therefore, we hereby affirm that we are guarantors and responsible to you, on behalf of the
Consultant, up to a total of …………………………………………………….(amount of the guarantee in
words and figures), and we undertake to pay you, upon your first written demand declaring the Consultant
to be in default under the Tender and without cavil or argument, any sum or sums within the limits of
(amount of guarantee) as aforesaid, without your needing to prove or to show grounds or reasons for your
demand or the sum specified therein, notwithstanding any difference between you and the Consultant or
any dispute pending before any Court, Tribunal, Arbitrator or any other authority.

We hereby waive the necessity of your demanding the said debt from the Consultant before presenting us
with the demand.

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The Bank undertakes not to revoke this guarantee during its currency without your previous consent and
further agrees that the guarantee herein contained shall continue to be enforceable till you discharge this
guarantee. This guarantee will not be discharged due to a change in the constitution of the Bank or the
Consultant’s.

We further agree that no change or addition to or other modification of the terms of the Tender made by
you shall in any way release us from any liability under this guarantee, and we hereby waive notice of any
such change, addition, or modification.

This guarantee shall be valid until the …………. day of …….20……

Our………………………………….branch at………………*(Name & Address of the
………….…………..*(branch) is liable to pay the guaranteed amount depending on the filing of a claim
and any part thereof under this Bank Guarantee only and only if you serve upon us at our ………………*
branch a written claim or demand and received by us at our …………………..* branch on or before
Dt………….. otherwise, the bank shall be discharged of all liabilities under this guarantee after that.

(Signature of the authorized officer of the Bank)

………………………………………….

………………………………………….

Name and designation of the officer

…………………………………………

Seal, name & address of the Bank and address of the Branch

*Preferably at the authority's headquarters competent to sanction the expenditure for procurement of
goods/services or at the concerned district headquarters or the state headquarters.

Notes:

1 The Bank Guarantee should contain the name, designation and code number of the officer(s)
signing the Guarantee.

2 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 issuing Branch. I

3 If the company is registered under any other act of the Native Country of the bidder, the word
Companies Act 1956 may be replaced by that Act.

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4 The Bid Proposal, however, should be accompanied by a certified copy of certificate of
incorporation under the concerned act.

Form 4G (II):

Format of Bid Security Declaration.

Consultant’s Name_________________________
[Address and Contact Details]
Consultant’s Reference No.___________________________ Date……….

To CEO & MD,

SPV (“XXXX”)

Ref: RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Sir/ Madam,

We, the undersigned, solemnly declare that:

We understand that according to this RfQ-cum-RfP’s conditions, the Proposal must be supported by a
Bid Securing Declaration in lieu of Bid Security.

We unconditionally accept the conditions of this Bid Securing Declaration. We understand we (all
members individually and jointly in case of a Consortium) shall stand automatically suspended from
being eligible for bidding in any tender in SPV for 2 (two) years from the date of opening of this Proposal
if we breach our obligation(s) under the tender conditions if we:

1. Withdraw/amend/impair/derogate, in any respect, from our Proposal, within the Proposal

validity; or

2. Being notified within the Proposal validity of the acceptance of our Proposal by SPV:

(a) Refused or failed to produce the original documents for scrutiny or the required
Performance Security within the stipulated time under the RfQ-cum-RfP’s conditions

(b) Fail or refuse to sign the Contract.

We know that this Bid Security Declaration shall expire

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1. If the Contract is not decided - 15 (fifteen) days after the expiration of the Proposal validity, any
extension to it.

2. If the Contract is not awarded to us - not later than 15 (fifteen) days from the date of our
elimination from the relevant Stage of the Selection Process, or

3. If the Contract is awarded to us - not later than 15 (fifteen) days from the receipt of Performance
Security by SPV.

(Signature with date) ………………………...

(Name and designation)

Duly authorized to sign Proposal for and on behalf of……………………….

[name, address, and seal of Consultant]

Dated on …………. day of …………. [insert date of signing]

Place…………………………………… [insert place of signing]

DA:…………………………………………………

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Form 4H:

Technical Proposal Submission Form

[Location, Date]

To
CEO & Managing Director,
SPV Name & Address

Ref: RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

RfQ-cum-RfP dated [insert date and month] 2024 for Project Management Consultant (PMC) for
Infrastructure Development of PM Mitra Park, Dhar(PM MITRA PARK, DHAR) in Madhya Pradesh
under HNIC Project

Dear Sir,

With reference to your RfQ-cum-RfP dated .............., we, having examined all relevant documents and
understood their contents, hereby submit our Technical Proposal for selection of a consultant to act as
a Project Management Consultant (PMC) for Infrastructure Development of PM Mitra Park, Dharin
Madhya Pradesh under HNIC Project (“Consultant”). The Proposal is unconditional and unqualified.

We are submitting our Proposal as [sole applicant/ Consortium] [with] [insert a list with full name and
address of Consortium/ Consultant].

If negotiations are held during the period of validity of the Proposal, we undertake to negotiate in
accordance with the RfQ-cum-RfP. Our Proposal is binding upon us, subject only to the modifications
resulting from technical discussions in accordance with the RfQ-cum-RfP.

We understand you are not bound to accept any Proposal you receive. Further:

1. We acknowledge that SPV (“XXXX”) will be relying on the information provided in the
Proposal and the documents accompanying the Proposal for selection of the Consultant, and
we certify that all information provided in the Proposal and in the supporting documents is
true and correct, nothing has been omitted which renders such information misleading; and all
documents accompanying such Proposal are true copies of their respective originals.

2. This statement is made for the express purpose of appointment as the Consultant for the
aforesaid Project.

3. We shall make available to SPV any additional information it may deem necessary or require

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for supplementing or authenticating the Proposal.

4. We acknowledge the right of SPV to reject our application without assigning any reason or
otherwise and hereby waive our right to challenge the same on any account whatsoever.

5. We certify that in the last 3 (three) years, we 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 our part.

6. We declare that:

a. We have examined and have no reservations to the RfQ-cum-RfP, including any

Addendum issued by the SPV;

b. We do not have any conflict of interest in accordance with the terms of the RfQ-cum-
RfP;

c. 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 the RfQ-cum-RfP, in respect of any tender or request for proposal issued by
or any agreement entered into with Client or any other public sector enterprise or any
government, Central or State; and

d. We hereby certify that we have taken steps to ensure that no person acting for us or on
our behalf will engage in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice.

7. 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 Consultant, without
incurring any liability to the Applicants.

8. We declare that we are not a member of any other Consortium applying for selection as a
Consultant.

9. We certify that in regard to matters other than security and integrity of the country, we or any
of our affiliates 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 Consultancy
for the Project or which relates to a grave offence that outrages the moral sense of the
community.
10. 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

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for any offence committed by us or by any of our affiliates. We further certify
that neither we nor any of our consortium members have been barred by the central
government, any state government, a statutory body or any public sector undertaking, as the
case may be, from participating in any project or bid, and that any such bar, if any, does not
subsist as on the date of this RfQ-cum-RfP.

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

12. 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 SPV in connection
with the selection of Consultant or in connection with the Selection Process itself in respect of
the above mentioned Project.

13. We agree and understand that the Proposal is subject to the provisions of the RfQ-cum-RfP.
In no case, shall we have any claim or right of whatsoever nature if the consultancy for the
Project is not awarded to us or our Proposal is not opened or rejected.

14. In the event of our being selected as the Consultant, we agree to enter into a Contract

15. In accordance with the contract prescribed in the RfQ-cum-RfP. We agree not to seek any
changes in the aforesaid form and agree to abide by the same.

16. We have studied RfQ-cum-RfP and all other documents carefully. We understand that except
to the extent as expressly set forth in the Contract, we shall have no claim, right or title arising
out of any documents or information provided to us by Client or in respect of any matter arising
out of or concerning or relating to the Selection Process including the award of consultancy.

17. The Financial Proposal is being submitted in a separate cover. This Technical Proposal read
with the Financial Proposal shall be binding on us

18. We agree and undertake to abide by all the terms and conditions of the RfQ-cum-RfP.

We acknowledge that SPV in the capacity of The Employer invites proposals from prospective
Applicants to participate in bidding
We remain,
Yours sincerely,
Authorized Signature [In full and initials]:
Name and Title of Signatory:
Name of Firm:
Address:

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(Name and seal of the Applicant/Member in Charge)

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Form 4I:

Applicant's Experience

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

[Using the format below, provide information on each assignment for which your firm, and each
associate for this assignment, was legally contracted either individually as a corporate entity or as one
of the major companies within an JV for carrying out consulting services similar to the ones requested
under this assignment.]

● Provide details of project experience in support of evaluation criteria as per Annexure – II:
Parameters for Evaluation of the Technical Proposal of this document.
● Limit each project to 2 single sided pages (1 sheet double sided)
● Client certificates/ ready for each project
● Use projects with copy of proof of experience as required for meeting the minimum qualification
criteria prescribed.
● Exhibit only those projects undertaken in the last 10 (ten) years.
● Projects without the proof of experience from respective client will not be considered

Assignment Name and project cost: Approx. value of the contract (in ₹ in Crore)
Country:
Duration of assignment (months):
Location within country:
Name of Client: Total No. of staff-months of the assignment:
Approx. value of the services provided by your firm
Address
under the contract (in ₹ in Crore)

Start Date (Month/Year) No. of professional staff- months provided by

Completion Date (Month/Year): associated Consultants:

Name of senior professional staff of your firm

involved and functions performed (indicate most
Name of Lead Partner:
significant profiles such as Project
Director/Coordinator, Team Leader):

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Name of Associated Consultants, If any:

Narrative Description of Project:

(highlight project capital cost in the narration)

Description of actual services provided by your staff within the assignment:

Firm's Name:
Authorized Signature:

Note:

In all above cases, documentary proof satisfying the qualification criteria shall be submitted along with
project completion certificate and calculation for project cost.

Please limit the description of the project in two A4 size sheet of paper. Descriptions exceeding two A4
size sheet of paper shall not be considered for evaluation.

For the purpose of conversion of foreign currency in to local currency i.e. Indian Rupees (₹) or vice
versa, Bidders shall use the Reference Rates of Foreign Currency published by Reserve Bank of India
(www.rbi.org.in), on the Base Date (28 days prior to the last date of second stage bid submission)

In case a particular currency rate is not published by Reserve Bank of India, then the selling rate of
such currency shall be taken from the following internet web site on the Base Date:

http://www.oanda.com

In case the exchange rates are not available on the above website also, then mid-market rate of such
currency shall be taken from the alternate web site

http://www.xe.com for the same date

In all above cases, documentary proof satisfying the qualification criteria shall be submitted along with
project completion certificate and calculation for project cost.

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Form 4J:

Comments and Suggestions on the Terms of Reference and Facilities to be provided by the Client

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Consultant’s Name_________________________

[Address and Contact Details]

Consultant’s Reference No.___________________________ Date…………….

Form 4J: Comments and Suggestions on the areas that have not been provided or any changes to the
existing provisions of the Terms of Reference and Facilities to be provided by the SPV (“XXXX”) that
could improve the quality/effectiveness of the assignment.

Specifically mention where your proposal deviates from Section 6: Terms of Reference.

A - ON THE TERMS OF REFERENCE

Note: Suggest and justify any modifications or improvements to the Scope of Work you are proposing
to improve performance in carrying out the assignment (such as deleting some activity you consider
unnecessary, adding another, or proposing a different phasing of the activities). Such suggestions should
be concise, to the point, and incorporated into your proposal. Consultants must maintain the same
numbering and structure as in Section 6 (Terms of Reference).

B - ON FACILITIES & OTHER AREAS

{Comments on facilities to be provided by the SPV. For example, administrative support, office space,
etc., if any}

Note: Notwithstanding to the comments and suggestions mentioned hereinabove, SPV reserves the right
to accept or reject the same and such comments/suggestions shall not be binding upon SPV and shall
not impact the evaluation of the bids.

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Form 4K:

Description of Approach, Methodology and Work Plan for Performing the Assignment

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Consultant’s Name_________________________

[Address and Contact Details]

Consultant’s Reference No.___________________________ Date……….

Form 4K: a description of the approach, methodology and work plan for performing the assignment,
including a detailed description of the proposed methodology and staffing for training if the Terms of
Reference specify training as a specific component of the assignment.

{Suggested structure of your Response:

a) Technical Approach and Methodology
b) Work Plan
c) Organization and Staffing}

A) Technical Approach and Methodology

{Please explain your understanding of the objectives of the assignment as outlined in the “Terms of
Reference” (TORs), the technical approach, and the methodology you would adopt for implementing
the tasks to deliver the expected output(s), and the degree of detail of such output. Please do not
repeat/copy the TORs here.}

B) Work Plan.

{Please outline the plan for implementing the main activities/tasks of the assignment, their content and
duration, phasing and interrelations, milestones (including interim approvals by the SPV (“XXXX”)),
and tentative delivery dates of the reports. The proposed work plan should be consistent with the
technical approach and methodology, showing your understanding of the TOR and ability to translate
them into a feasible working plan. A list of the final documents (including reports) to be delivered as
final output(s) should be included here.}

C) Organization and Staffing.

{Please describe the structure and composition of your team, including the list of the Key Experts, Non-
Key Experts, and relevant technical and administrative support staff. The Organization and staffing
should be consistent with Form 4L ‘Team Composition and Task Assignments’.}

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……………………..
(Signature with date)

………………………..
(Name and designation)
Duly authorized to sign Proposal for and on behalf of

……………………………………….
[name, address, and seal of Consultant]
DA: Relevant documents like technical data, literature, drawings, and other documents

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Form 4L:

Team Composition and Task Assignments

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Consultant’s Name_________________________
[Address and Contact Details]
Consultant’s Reference No.___________________________
Date……….

Note to Consultants: RfQ-cum-RfP indicates key Personnel (Managers/ Supervisors/

Executives/ Specialists/ Technicians) and the number of non-key staff required to perform the
services to the required performance standards and quality. The consultant shall quote the cost
of these personnel in the Financial Proposal.

Total Time
Expert’s input (in person-months) per each Deliverable Input (in
No. Name Months)
Positio Locati …… Hom Fiel Tota
D-1 D-2 D-3 D-n
n on … e d l
KEY EXPERTS
2
Team Home month 1.0 1.0
K-1
Leader s
Field 0.5 m 2.5 0

K-2

Subtotal
NON-KEY EXPERTS
Home
N-1
Field

Subtotal

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Form 4M:

Curriculum Vitae (CV) for Proposed Staff (Key Personnel) with one page of summary of experience

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Consultant’s Name_________________________

[Address and Contact Details]

Consultant’s Reference No.___________________________ Date……….

Position Title and No. {e.g., K-1, PROGRAMME DIRECTOR}
Name of Expert: {Insert full name}
Date of Birth: {day/month/year}
Country of Citizenship / Residence

Education and Training: {List college/university/ Institution or other specialized education/ Training,
giving names of institutions, dates attended, degree(s)/diploma(s)/ Certificate(s) obtained. Highlight
relevance to general and specific sectors}

Employment record relevant to the assignment: {Starting with present position, list in reverse order.
Please provide dates, name of employing organization, titles of positions held, types of activities
performed and location of the assignment, and contact information of previous Procuring Entities and
employing organization(s) who can be contacted for references. Past employment irrelevant to the
assignment does not need to be included.}

Summary of activities
Employing organization and your
performed and
Period title/position. Contact information Country
relevance to the
for references
Assignment
[e.g., Ministry of ……,
advisor/consultant to…

[e.g., May 2021-

present] For references:
Tel…………/e-mail……;
Mr …………, deputy minister]

Membership in Professional Associations and Publications:

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Language Skills (indicate only languages in which you can work): _______________________

Adequacy for the Assignment:

Reference to Prior Work/Assignments that Best

Detailed Tasks Assigned on Consultant’s Team of
Illustrates Capability to Handle the Assigned
Experts:
Tasks
{List all deliverables/tasks as in FORM T5 in which
the Expert shall be involved)

Expert’s contact information: (e-mail …………………., phone……………)

Certification:

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly describes myself,
my qualifications, and my experience, and I am available, as and when necessary, to undertake the
assignment in case of a Contract award. I understand that any misstatement or misrepresentation described
herein may lead to my disqualification, dismissal, and/or sanctions by the SPV.

Name of Expert Signature Date

……………………..
(Signature with date)

………………………..
(Name and designation)
Duly authorized to sign Proposal for and on behalf of

……………………………………….
[name, address, and seal of Consultant ]
DA: As above, if any

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FORM 4N:

Staffing Schedule for Key Personnel (Core Team)

(Person months per year)

RFPNo. RFP No./ xxxx; Tender Title: Consultancy Services

Year Year Year

Key Professional Total
1 2 3
Programme Director 12 12 12 36
Contracts Expert 12 12 12 36
Project Controls, Planning and MIS Manager 12 12 12 36
Programme ICT Manager 4 4 4 12
Design Manager (Design Head) 6 6 6 18
Total 46 46 46 138
 The duration stated for each Key Professional are best estimates based on current scope
and client needs. As the Programme evolves, some positions may be changed/replaced
with new positions or new Key Professional may be added. All changes to Key
Professional will be decided by mutual consent of the Consultant and the Client and be
part of future work orders.
 It is envisaged that all the members of the Key Professional shall be required during the term of
assignment as mentioned above (3 years). However, a fresh assessment of the requirement shall
be made at the end of finalization of annual work orders in consultation with the consultant.
Payment to the consultant shall take into consideration the actual deployment of the Key
Professional and shall be in accordance with the provisions of the Standard Form of Contract in
SECTION 6: of this RFP. It is clarified that nothing contained in this Form should be interpreted
as an assurance (express or implied) that the term of the assignment would be extended beyond
the initial 1 (One) year

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FORM 4O:
Staffing Plan for Resource Pool (Person months for each year for 3 years)
RFP No. RFP No./ xxxx; Tender Title: Consultancy Services

Total
Sl. person
Functional Role / Discipline Senior Associate
No. months per
year
1. Urban and Regional Planner 1 2 3
2. GIS Expert 1 2 3
3. Transportation Planner 1 0 1
4. Roads/Highway Expert 1 3 4
5. Water Supply Expert 1 3 4
6. Sewerage & Wastewater Expert 1 3 4
7. Power Infrastructure Expert 1 3 4
8. ICT Design Expert 0 2 2
9. MEP Expert (Buildings) 1 2 3
10. Structural Design Engineering 2 3 5
11. Environmental/Sustainability expert 1 2 3
12. MIS Expert cum Document Controller 0 3 3
13. Programme/Project Planning/Scheduling 0 3 3
14. Cost Engineer 1 3 4
15. Health & Safety 1 3 4
16. QA/QC Manager 1 3 4
17. Civil Engineering 3 3 6
18. Mechanical Engineering 0 3 3
19. Marketing Expert 1 1 2
20. PPP, Economic and Financial Expert 1 1 2
21. Legal and Regulatory Expert 1 0 1
22. Construction Engineers 0 8 8
Total 20 56 76

Notes:

1. Assessment of the requirement of the additional personnel shall be made at the time of finalization of

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annual work order in consultation with the consultant. Payment to the consultant shall be made based
on the actual deployment of the additional personnel.
2. The ceiling limits for Key Personnel and Resource Pool are as mentioned in the Payment Schedule of
this work order and payments will not exceed the limits. The man-months for each discipline may
increase or decrease.
Certain additional personnel may be required during the terms of the consultancy (which could last up to
3-years, in the event the consultancy is extended on an annual basis beyond the initial terms of 1-year by
the client). However, a fresh assessment of the requirement shall be made at the end of finalization of
annual work order in consultation with the consultant. It is clarified that nothing contained in the Form
should be interpreted as an assurance (expressed or implied) that the term of the consultancy would be
extended beyond the initial 1 (One) year.Form 4P:

Terms and Conditions: Compliance

Consultant’s Name_________________________
[Address and Contact Details]
Consultant’s Reference No.___________________________ Date……….

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Note to Consultants: Fill up this Form regarding Terms and Conditions in the RfQ-cum-RfP, maintaining
the same numbering and structure. Add additional details not covered elsewhere in your Proposal in this
regard.

Ref of RfQ-cum-RfP Section, Confirmation/

Clause Deviation/ Justification/
Sl. No. Subject
Clause / Sub- Exception Reason
Section
Clause Reservation

We shall comply with, abide by, and accept without variation, deviation, or reservation all terms and
conditions of the RfQ-cum-RfP, except those mentioned above. If mentioned elsewhere in our Proposal,
contrary terms and conditions shall not be recognised and shall be null and void.

________________________
Signature with date

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________________________
Name and Designation
Duly authorised to sign Proposal for and on behalf of

________________________________

________________________________
(name, address and seal of Consultant)

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Form 4Q:

Integrity Pact

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

This Agreement (hereinafter called the Integrity Pact) is made on _____ day of the month of ______202__
at _______, India.

BETWEEN

SPV (“XXXX”), ----------------------------------- through Head of the SPV, (hereinafter called the “The
Principal”, which expression shall mean and include unless the context otherwise requires, his successors
in office and assigns) of the First Part

AND

M/s. _______________________________ (hereinafter called the “The Consultant”, which expression

shall mean and include unless the context otherwise requires, his successors and permitted assigns) of the
Second Part.

PREAMBLE

‘The Principal’ intends to award, under laid down organizational procedures, contract(s) for
_____________________, ‘The Principal’ values full compliance with all relevant laws of the land, rules,
regulations, economical use of resources and fairness/ transparency in its relations with its Consultant(s)
and/ or Consultant(s). In order to achieve these goals, the Principal shall appoint Independent External
Monitors (IEMs) who shall monitor the Procurement Process and the execution of the contract for
compliance with the abovementioned principles.

Section 1 - Commitments of the ‘The Principal’

1 ‘The Principal’ commits itself to take all measures necessary to prevent corruption and to observe
the following principles: -

(a) No employee of the Principal, personally or through family members, shall, in connection
with the tender for, or the execution of a contract, demand, take a promise for or accept, for
self or third person, any material or immaterial benefit which the person is not legally entitled
to.

(b) The Principal shall, during the Procurement Process, treat all Consultant(s) with equity and
reason. The Principal shall, in particular, before and during the Procurement Process, provide

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to all Consultant(s) the same information and shall not provide to any Consultant(s)
confidential/ additional information through which the Consultant(s) could obtain an
advantage in relation to the Procurement Process or the contract execution.

(c) The Principal shall exclude from the process all known prejudiced persons.

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

Section 2 - Commitments of the ‘Consultant’

1 The ‘Consultant’ commit themselves to take all measures necessary to prevent corruption. The
‘Consultant’ commit themselves to observe the following principles during participation in the
Procurement Process and during the contract execution.

(a) The ‘Consultant’ shall not, directly or through any other person or firm, offer, promise, or
give to any of the Principal’s employees involved in the Procurement Process or the execution
of the contract or to any third person any material or other benefit which he is not legally
entitled to, in order to obtain in exchange any advantage of any kind whatsoever during the
Procurement Process or during the execution of the contract.

(b) The ‘Consultant’ shall not enter any undisclosed agreement or understanding with other
Consultants, whether formal or informal. This applies in particular to prices, specifications,
certifications, subsidiary contracts, submission or non-submission of Proposals or any other
actions to restrict competitiveness or to introduce cartelisation in the Procurement Process.

(c) The ‘Consultant’ shall not commit any offence under the relevant IPC/PC Act; further, the
‘Consultant’ shall not use improperly, for purposes of competition or personal gain, or pass
on to others, any information or document provided by the Principal as part of the business
relationship, regarding plans, technical proposals, and business details, including information
contained or transmitted electronically.

(d) The ‘Consultant’ of foreign origin shall disclose the name and address of the Agents/
representatives in India, if any. Similarly, the Consultant/ Contractors of Indian Nationality
shall furnish the name and address of the foreign principals, if any. Further details, as
mentioned in the “Guidelines on Indian Agents of Foreign Suppliers”, shall be disclosed by
the Consultant. Further, as mentioned in the Guidelines, all the payments made to the Indian
agent/ representative must be in Indian Rupees only. A copy of the “Guidelines on Indian
Agents of Foreign Suppliers” is placed in the Appendix to this agreement.

(e) The ‘Consultant’ shall, when presenting their Proposal, disclose any and all payments made,
are committed to, or intends to make to agents, brokers, or any other intermediaries in

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connection with the contract award.

(f) Consultant who has signed the Integrity Pact shall not approach the Courts while representing
the matter to IEMs and shall wait for their decision in the matter.

2 The ‘Consultant’ shall not instigate third persons to commit offences outlined above or be an
accessory to such offences.

Section 3 - Disqualification from Procurement Process and exclusion from future contracts

If the ‘Consultant’, before award or during execution, has committed a transgression through a violation
of Section 2, above or in any other form such as to put their reliability or credibility in question, the
Principal is entitled to disqualify the ‘Consultant’ from the Procurement Process or take action as per the
procedure mentioned in the “Guidelines on Banning of business dealings”.

Section 4 - Compensation for Damages

1 If the Principal has disqualified the ‘Consultant’ from the Procurement Process prior to the award
according to Section 3, the Principal is entitled to demand and recover from the ‘Consultant’ the
damages equivalent to Earnest Money Deposit/ Bid Security.

2 If the Principal has terminated the contract according to Section 3, or if the Principal is entitled to
terminate the contract according to Section 3, the Principal shall be entitled to demand and recover
from the Consultant liquidated damages of the contract value or the amount equivalent to
Performance Bank Guarantee.

Section 5 - Previous transgression

1 Consultant declares that no previous transgressions occurred in the last three years with any other
Company in any country conforming to the anti-corruption approach or with any Public Sector
Enterprise in India that could justify his exclusion from the Procurement Process.

2 If the Consultant makes an incorrect statement on this subject, he can be disqualified from the
Procurement Process, or action can be taken as per the procedure mentioned in “Guidelines on
Banning of business dealings”.

Section 6 - Equal treatment of all Consultants/ Contractors/ Subcontractors

1 In the case of Sub-contracting, the Principal Consultant shall take responsibility for the adoption of
the Integrity Pact by the Sub-contractor.

2 The Principal shall enter into agreements with identical conditions as this one with all Consultants
and Contractors.

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3 Principal shall disqualify from the Procurement Process all Consultants who do not sign this Pact
or violate its provisions.

Section 7 - Criminal charges against violating Consultant(s)/ Consultant(s)/ Subcontractor(s)

If the Principal obtains knowledge of the conduct of a Consultant, Consultant or Subcontractor, or of an

employee or a representative or an associate of a Consultant, Consultant or Subcontractor, which
constitutes corruption, or if the Principal has substantive suspicion in this regard, the Principal shall inform
the same to the Chief Vigilance Officer.

Section 8 - Independent External Monitor

1 The Principal appoints a competent and credible Independent External Monitor for this Pact after
approval by Central Vigilance Commission. The task of the Monitor is to review independently and
objectively whether and to what extent the parties comply with the obligations under this agreement.

2 The Monitor is not subject to instructions by the representatives of the parties and performs his
functions neutrally and independently. The Monitor would have access to all Contract documents
whenever required. It shall be obligatory for him/ her to treat the information and documents of the
Consultants/ Contractors as confidential. He/ she reports to the Head of the SPV.

3 The Consultant(s)/ Consultant(s) accepts that the Monitor has the right to access, without restriction,
all Project documentation of the Principal, including that provided by the Consultant. The
Consultant shall also grant the Monitor, upon his request and demonstration of a valid interest,
unrestricted and unconditional access to their project documentation. The same is applicable to Sub-
contractors.

4 The Monitor is under contractual obligation to treat the information and documents of the
Consultant(s)/ Sub-contractor(s) with confidentiality. The Monitor has also signed declarations on
‘Non-Disclosure of Confidential Information’ and of Absence of Conflict of Interest. In case of any
conflict of interest arising at a later date, the IEM shall inform the Head of the SPV and recuse
himself/ herself from that case.

5 The Principal shall provide to the Monitor sufficient information about all meetings among the
parties related to the Project, provided such meetings could have an impact on the contractual
relations between the Principal and the Consultant. The parties offer the Monitor the option to
participate in such meetings.

6 As soon as the Monitor notices, or believes to have noticed, a violation of this agreement, he shall
so inform the Management of the Principal and request the Management to discontinue or take
corrective action, or to take other relevant action. The monitor can, in this regard, submit non-
binding recommendations. Beyond this, the Monitor has no right to demand from the parties that

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they act in a specific manner, refrain from action, or tolerate action.

7 The Monitor shall submit a written report to the Head of the SPV within 8 to 10 weeks from the
date of reference or intimation to him by the Principal and, should the occasion arise, submit
proposals for correcting problematic situations.

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

9 The word ‘Monitor’ would include both singular and plural.

Section 9 - Pact Duration

This Pact begins when both parties have legally signed it. It expires for the Consultant, 12 months after
the last payment under the contract and for all other Consultants 6 months after the contract has been
awarded. Any violation of the same would entail disqualification of the Consultants and exclusion from
future business dealings.

If any claim is made/lodged during this time, the same shall be binding and continue to be valid despite
the lapse of this pact as specified above unless it is discharged/ determined by the Head of the SPV.

Section 10 - Other provisions

1 This agreement is subject to Indian Law. The place of performance and jurisdiction is the Registered
Office of the SPV, i.e., Bhopal

2 Changes and supplements, as well as termination notices, need to be made in writing. Side
agreements have not been made.

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

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

5 Issues like Warranty/ Guarantee etc., shall be outside the purview of IEMs.

6 In the event of any contradiction between the Integrity Pact and its Appendix, the Clause in the
Integrity Pact shall prevail.

For and on behalf of the Principal

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(Name of the Officer and Designation)

(Office Seal)
For and on behalf of ‘Consultant.’

(Name of the Officer and Designation)

(Office Seal)
For and on behalf of the Principal

Place

Date

Witness 1: (Name & Address)

Witness 2: (Name & Address)

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Appendix to Integrity Pact

Guidelines for Indian Agents of Foreign Suppliers

1.0 There shall be compulsory registration of agents for all Global (Open) Tender and Limited Tender.
An agent who is not registered with ‘The Principal’ shall apply for registration in the registration
form with the appropriate unit.

1.1 Registered agents shall file an authenticated Photostat copy duly attested by a Notary
Public/Original certificate of the Principal confirming the agency agreement. It should cover - the
precise relationship, services to be rendered, and mutual interests in business - generally and/or
specifically for the tender. Any commission/ remuneration/ salary/ retainership, which the agent
or associate receives in India or abroad from the Principal, whether should be brought on record
in the Agreement and be made explicit.

1.2 Wherever the Indian representatives have communicated on behalf of their principals and the
foreign parties have stated that they are not paying any commission to the Indian agents, and the
Indian representative is working on the basis of salary, or a retainer, a written declaration to this
effect should be submitted by the party (i.e., Principal) before finalizing the order.

2.0 Disclosure of particulars of agents/ representatives in India, if any.

2.1 Consultants of Foreign nationality shall furnish the following details in their offers:

2.1.1 The ‘Consultant’ of foreign origin shall disclose the name and address of the agents/
representatives in India, if any and the extent of authorization and authority given to commit the
Principals. In case the agent/ representative be a foreign Company, it shall be confirmed whether
it is an existing Company and details of the same shall be furnished.

2.1.2 The amount of commission/ remuneration included in the quoted price(s) for such agents/
representatives in India.

2.1.3 Confirmation of Consultant that the commission/ remuneration, if any, payable to his agents/
representatives in India, may be paid by ‘The Principal’ in Indian Rupees only.

2.2 Consultants of Indian Nationality shall furnish the following details in their offers:

2.2.1 The ‘Consultant’ of Indian Nationality shall furnish the name and address of the foreign principals,
if any, indicating their nationality as well as their status, i.e., whether manufacturer or agents of
manufacturer holding the Letter of Authority of the Principal authorizing the agent specifically to
make an offer in India in response to tender either directly or through the agents/ representatives.

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2.2.2 The amount of commission/ remuneration included in the price (s) quoted by Consultant for
himself.
2.2.3 Confirmation of the foreign principals of Consultant that the commission/ remuneration, if any,
reserved for Consultant in the quoted price(s), may be paid by ‘The Principal’ in India in
equivalent Indian Rupees on satisfactory completion of the Project or supplies of Services.

2.3 In either case, in the event of contract materializing, the terms of payment shall provide for
payment of the commission/ remuneration, if any, payable to the agents/ representatives in India
in Indian Rupees on expiry of 90 days after the discharge of the obligations under the contract.

2.4 Failure to furnish correct and detailed information as called for in clauses above shall render the
concerned Proposal liable to rejection or, in the event of a contract materializing, the same liable
to termination by ‘The Principal’. Besides this, there would be a penalty of banning business
dealings with ‘The Principal’ or damage or payment of a named sum.

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Form 4R:

Authorization to Attend Pre-Proposal Conference

Consultant’s Reference No.___________________________ Date……….

To
CEO & Managing Director,
SPV name & address
Applicant

[Complete address of the Applicant]

Ref: RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Subject: Authorization to attend Pre-Proposal Conference on ____________________ (date).

Following persons are hereby authorized to attend the Pre-Proposal Conference for the tender mentioned
above on behalf of _____________________________________________ (Consultant) in the order of
preference given below.

Sr. Name Government Photo ID Type/ Number

I.
II.
Alternate Representative

Note:

1. Maximum of two representatives (carrying valid Government photo IDs) shall be permitted to attend
the Pre-Proposal opening. An alternate representative shall be permitted when regular representatives
cannot attend.
2. Permission to enter the hall where the pre-Proposal conference is conducted may be refused if
authorization as prescribed above is not submitted.

Signatures of Consultant
or
The officer authorized to sign the Proposal.

Documents on behalf of the Consultant

[name & address of Consultant and seal of company]

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Form 4S

Disclosure of Prior Engagements with SPV/NICDC/MPIDC / SPV

Consultant’s Reference No.___________________________ Date……….

To
CEO & Managing Director,
SPV name & address
Applicant

[Complete address of the Applicant]

Ref: RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

[This form is to be completed by the Applicant to disclose any prior engagements undertaken with
SPV/NICDC/MPIDC / SPV for consulting assignments of a similar nature to the current assignment, in
compliance with Clause 2.3.5 of the RfQ-cum-RfP.]

1. Prior Engagement Details

Please provide details of all prior consulting assignments with SPV/NICDC/MPIDC / SPV of a
similar nature to the current assignment.

Engagement Client Contact

Scope of Work Duration Project Reference/Name
Description Person

2. Declaration

The Applicant hereby certifies and declares the following:

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● The Applicant has fully disclosed all prior engagements with SPV/NICDC/MPIDC / SPV in
compliance with Clause 2.3.5 of the RfQ-cum-RfP.

● The Applicant acknowledges that SPV reserves the exclusive right to determine whether any prior
engagement constitutes a Conflict of Interest.

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Section 5: Financial Proposal - Standard Forms

Form 5A Financial Proposal Submission Form

Form 5B-1 Standard Schedule of Rates for PMC Key Personnel

Form 5B-2(a) Standard Schedule of Rates for additional Personnel (Senior)

Form 5B-2(b) Standard Schedule of Rates for additional Personnel (Associate)

Form 5C Staff Fee Estimate

Form 5D Out of Pocket (Direct) Expenses

Form 5E Summary of Financial Proposal

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Form 5A:

Financial Proposal Submission Form

[Location] [Date]
To:

CEO & Managing Director,

SPV name & address

Dear Sir/Ma’am,

Subject: Selection of a consultant to act as a Project Management Consultant (PMC) for

Infrastructure Development PM MITRA PARK, Dhar.

Ref: RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

We, the undersigned, offer to provide the services for [name of assignment] in accordance with your
Request for Qualification – cum - Request for Proposal dated [date] and our Proposal. Our attached
Financial Proposal is for the sum of [amount(s) in words and figures] including all applicable taxes for
4 (Four) year Project Management Consultant (PMC) Consultancy Services.

Our Financial Proposal shall be binding upon us subject to the modifications resulting from arithmetic
correction, if any, up to expiration of the validity period of the Proposal, i.e. [date].

We undertake that, in competing for (and, if the award is made to us, in executing) the above contract,
we will strictly observe the laws against fraud and corruption in force in India namely ―Prevention of
Corruption Act 1988.

We understand you are not bound to accept any Proposal you receive. We remain,
Yours sincerely,

Authorized Signature [In full and initials]:

Name and Title of Signatory:

Name of Firm and Address:

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Form 5B :

Summary of Financial Proposal

Ref: RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Item Quoted Percentage Fee of PAC

a. Staff total fee
(including Key Personnels of Core team and
additional resources)
b. Out of Pocket (Air / Rail travel Domestic, Hotel
Accommodation on Out Station Travel, IT, MIS
Hardware & Software & Administrative
expenditure)

● GST shall be paid extra as applicable

Note: As mentioned in this RfQ-cum-RfP, the evaluation of Financial Proposal shall be on the basis of the
total fee (total staff fee and out of pocket expenses) for a period of four (4) years including all applicable
taxes.

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Section 6: Terms of Reference

1. Introduction:
1.1 The Project will be developed on the 881.34 hector land situated in the village Bhesola
and Dotrya of the tehsil Badnawar of district Dhar (MP) with an estimated cost of the
project 1315.32 crore with an objective to provide state of the art world class
infrastructure with plug and play facilities for all the participants of the textile and
garment industry value chain and to generate around 1.00 (one) lakh direct and 2.00
(two) lakh indirect employment opportunity and attract cumulative investment around
10,000 Cr.

This park will enable the textile industry of Madhya Pradesh to achieve higher size and
scale along with creation of a modern & integrated textile value chain at one location
and will make the states textile industry globally competitive, attract large investments
and boost employment generation and enhance the eco system required to support
industry. Also, the park will benefit every segment of textile value chain through
modernisation, scale and skilled work force too.

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1.2 Park features

● Industrial Plots: These plots are tailored for manufacturing, processing, and large and msme
scale textile, garments and related operations. The plot sizes are flexible, ranging from small
parcels to expansive plots.
● Logistic Plots: Designed to facilitate storage, distribution, and transportation logistics for
textile products, these plots come in various sizes to accommodate different scales of
operations. The infrastructure features proximity to major highways, railways, ports, and
airports for seamless connectivity. Wide internal roads support large vehicle movement, and
there are high-capacity loading and unloading bays.
● Commercial Plots: These plots are ideal for retail outlets, office spaces, service centers, and
business parks. They are available in varied sizes to suit different commercial activities. The
infrastructure includes high visibility locations with direct access from major roads,
adequate parking facilities for customers and employees, landscaped surroundings to
enhance the business environment.
● Residential Plots: Designed to provide a comfortable living environment for the workforce
and their families, these plots come in various sizes to suit different housing needs. The
residential areas are planned with green spaces, parks, and community centers to promote a
high quality of life. The infrastructure includes well-laid roads, reliable water supply,
efficient sewage systems, and high- speed internet connectivity.
● Plug and Play Blocks: These ready-to-use plots are designed for businesses seeking quick
and hassle-free setup. Available in varied sizes to accommodate different operational needs,
Plug and Play Blocks come with pre-installed infrastructure, including high- capacity power
supply, reliable water supply, efficient wastewater management systems, and high-speed
internet connectivity. The blocks are equipped with modern facilities such as built-in office
spaces, production units, and warehousing areas, allowing businesses to start operations
immediately. Located in prime areas of PM MITRA Park, these blocks offer easy access to
major roads and transportation networks, ensuring smooth logistics and accessibility.
Security features include 24/7 surveillance and controlled access, providing a safe and
secure environment for all operations.
● Amenities Plots: These plots are designated for the development of essential services and
recreational facilities within the park. They are intended to house facilities such as schools,
healthcare centers, and community centers. Available in varied sizes to suit different types
of amenities, these plots ensure a holistic living and working environment.

1.3 Environmental, Social and Governance (ESG) Environmental Features

● Renewable Energy Sources: The park will be powered by solar and other renewable energy
sources, significantly reducing our carbon footprint.
● Energy Efficiency: We are implementing energy-efficient lighting, machinery, and HVAC
systems in CFC to optimize energy use.
● Waste Management: Comprehensive waste management systems will be in place, including
recycling programs and safe disposal methods for industrial waste.
● Water Conservation: Water-saving devices, rainwater harvesting systems, and state-of-the-
art wastewater treatment plants will be installed.

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● Green Buildings: All buildings like CFC, Admin Building, Health Center, Club House,
Food Courts will be constructed following green building standards such as LEED or
BREEAM to minimize environmental impact.
● Pollution Control: Robust measures will be implemented to control air, water, and soil
pollution.
● Biodiversity Conservation: We will create green spaces and preserve natural habitats to
promote biodiversity within the park.

1.4 Social Features

● Labor Standards: We will ensure safe working conditions, and full compliance with labor
laws to protect the workforce.
● Community Engagement: Our initiatives will include education and healthcare programs to
support and engage with the local community.
● Training and Development: We will ensure continuous training programs to enhance the
skills and employability of the workers.
● Health and Safety: Robust health and safety policies, including regular training and audits,
will be promoted by the state.
● Affordable Housing: We will provide affordable housing options for workers within or near
the park.

1.5 Governance Features

● Transparency: We commit to regular reporting on ESG metrics and maintaining transparent

business operations.
● Stakeholder Engagement: Regular communication and engagement with stakeholders,
including investors, employees, and the local community, will be integral to our operations.
● Regulatory Compliance: Ensuring full compliance with all relevant environmental, labor,
and governance regulations is a key priority.
● Risk Management: We will develop comprehensive risk management strategies to address
environmental and social risks.
● Sustainability Goals: Setting and monitoring clear sustainability goals, such as reducing our
carbon footprint and improving resource efficiency, will guide our efforts.

1.6 Specific Features

● Sustainable Materials: We will encourage the use of sustainable and organic raw materials
in production processes.
● Circular Economy: Implementing practices that support a circular economy, such as
recycling and reusing textile waste, will be a focus.
● Eco-friendly Technologies: We will adopt eco-friendly technologies.

1.7 Services and Facilities Offered

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● 24x7 Treated Water Supply: Continuous and reliable supply of treated water for all
industrial, commercial, and residential needs within the park. Total water demand of PM
MITRA Park will be around 24 MLD (approx.) out of which 15 MLD will be withdraw
from Water treatment plant as clear water and rest 10 MLD will be taken from CETP as
treated water.
● Uninterrupted Power Supply: Ensuring a steady and reliable power supply without
fluctuations to support all operations, including backup power systems.
● High-Speed Internet and Telecommunications: Providing robust and high-speed internet
connectivity and telecommunications infrastructure.
● Comprehensive Security Services: 24/7 security services, including surveillance cameras,
patrolling security personnel, and controlled access points to ensure safety and security.
● Waste Management and Recycling Services: Efficient waste collection, segregation,
recycling, and disposal services to maintain cleanliness and support sustainability goals.
● Centralized Effluent Treatment Plant (ETP): Advanced effluent treatment facilities to
manage and treat industrial wastewater before discharge.
● Fire Safety and Emergency Services: Firefighting systems, emergency response teams, and
regular fire safety drills to ensure preparedness for emergencies.
● Maintenance and Facility Management: Regular maintenance of infrastructure, buildings,
and common areas, along with facility management services to ensure smooth operations.
● Health and Medical Facilities: On-site medical facilities, including first aid centers and
clinics, to cater to the health needs of the workforce.
● Green Spaces and Recreational Areas: Development of parks, gardens, and recreational
areas to provide a healthy and pleasant environment for workers and residents.
● Training and Development Centers: Establishment of training centers to provide skill
development programs and continuous learning opportunities for the workforce.
● Commercial and Retail Amenities: Availability of commercial spaces such as retail shops,
food courts, and banking services to cater to the daily needs of employees and visitors.
● Affordable Housing: Provision of affordable housing options within or near the park to
accommodate the workforce conveniently.
● Childcare and Educational Facilities: On-site childcare centers and educational facilities to
support the families of the workforce.
● Sustainable Infrastructure: Implementation of eco-friendly infrastructure such as green
buildings, rainwater harvesting systems, and renewable energy installations.
● Catering and Canteen Services: Availability of hygienic and affordable food services for
employees, including canteens and catering options.
● Recreational and Fitness Facilities: Gyms, sports facilities, and wellness centers to promote
the health and well-being of the workforce.
● Community Engagement Programs: Initiatives to engage with and support the local
community, including social programs, educational outreach, and environmental
conservation efforts.

1.8 Land Area Statement -

Land Area Statement of PM- Mitra Dhar

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Uni
S.no Particular Area
t
1 DOTRYA VILLAGE
291.89
A Alloted land of Dotrya Village Ha.
6
127.57
a Alloted land of Dotrya Village under Planning Area Ha.
5
b Private Land to be Acquired (Annexure -A) Ha. 5.505
c Govt. Land to be Acquired (Annexure-B) Ha. 17.61
150.69
B Total Planning Area of Dotrya Village (a+b+c) Ha.
0
2 BHENSOLA VILLAGE
632.50
C Alloted land of Bhensola Village Ha.
0
e Private Land to be Acquired (Annexure -C) Ha. 73.383
f Govt. Land to be Acquired (Annexure-D) Ha. 41.327
Detached area of Alloted land in Bhensola Village -
g Ha.
(Annexure-E) 16.560
730.65
D Net Planning Area From Bhensola Village (C+e+f-g) Ha.
0
924.39
3 Total Alloted Area of Dotrya & Bhensola(A+C) Ha.
6

4 Total Planning Area of Dotrya & Bhensola(B+D) Ha. 881.34

5 Detached Area Ha -8.18

Net Planning Area Ha 873.16

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1.9 Master Plan

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1.10 Area Statement of Master Plan

Total Area in
S.No Land Use Percentage
Hect.
1 Industrial Plots 507.59 58.13
2 MSME Plots 14.23 1.63
3 Plug & Play 30.02 3.44
4 Logistics 30.03 3.44
Commerical
5 8.01 0.92
Plots
Residential
6 34.3 3.93
Plots
Public Semi
Public -1
(Health Center-
0.61
Hect.,Skilled
7 &Trainning 4.11 0.47
Center-0.97
Hect.,Research
Center -0.73
Hect., School 1-
1.80)
Public Semi
Public -2 (Police
Station-0.5
Hect.,Post Office
-0.05 Hect.,
Telephone
8 Exchanges-0.08 2.62 0.30
Hect., Bank -
0.03 Hect.,Petrol
Pump 0.2
Hect.Fire Station
- 0.80
Hect.,School 2-

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0.4 Hect.,&
Allied Service-
0.56)

Amenities
9 Steam Gas 1.19 0.14
10 Labor Welfare 0.82 0.09
Admin Building
11 & Display with 0.50 0.06
OHT
12 OHT
a Location A 2.13 0.24
b Location B 1.50 0.17
c Location C 1.39 0.16
d Location D 0.67 0.08
11 Collection Tank
a Location 1 0.25 0.03
b Location 2 0.50 0.06
c Location 3 0.15 0.02
d Location 4 0.15 0.02
CETP/Organic
12 5.57 0.64
Waste Treatment
Electric Sub-
13 13.55 1.55
Station
Electric Sub-
14 Station Location 0.22 0.03
1
Electric Sub-
15 Station Location 0.25 0.03
2
Electric Sub-
16 Station Location 0.20 0.02
3

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Electric Sub-
17 Station Location 0.21 0.02
4
Electric Sub-
18 Station Location 0.19 0.02
5
Open /
19 Green/Solar/Pon 115.75 13.26
ds
20 Parking 8.68 0.99
Circulation
21 Road 88.39 10.12
Total 873.16 100.00

1.11 Project Components

⮚ CONSTRUCTION OF INTERNAL ROADS

The construction of internal roads includes:

● Construction of bituminous road with ROW 60.0 m wide - 6 lane with paved
shoulder and 5.5-meter service road.
● Construction of bituminous road with ROW 45.0 m wide -4 lane with paved
shoulder & 5.5-meter Service Road.
● Construction of bituminous road with ROW 36.0 m wide - 4 lane road.
● Construction of bituminous road with ROW 40.0 m wide - 4 lane road.
● Construction of bituminous road with ROW 24.0 m wide - 4 lane road.
● Construction of bituminous road with ROW 18.0 m wide - 2 lane road.
● Collection chamber for storm water drain.
● RCC utility duct.
● Crash barrier on separation of service and main road.

⮚ CONSTRUCTION OF STORM WATER DRAINAGE WORKS

The Construction of storm water drainage work includes:
● Construction of Drains (size 900 x 900 mm) at both side of roads.
● Construction of Drains (size 600 x 600 mm) at both side of roads.
● Construction of R.C.C Hume Pipe Culverts.

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● Construction of R.C.C Box Culvert.

⮚ CONSTRUCTION OF COMMON EFFLUENT TREATMENT PLANT

The Construction of common effluent treatment plant facilities includes:
● Laying of underground HDPE Pipe Line.
● Construction of two common effluent Treatment Plant (5MLD each).

⮚ CONSTRUCTION OF ELECTRIFICATION NETWORK

The Construction of Electrification Network includes:
● 220 /132 KV Sub station.
● 132 KV Line.
● 10 MVA SCADA Sub Station
● 32 / 11 KV line under ground in electricity RCC utility duct.
● LT under ground
● Compact Sub Station
● Street Light and High Mass
● 10 MW Ground Mounted Solar Plant with Energy Storage.

⮚ CONSTRUCTION OF BUILDING & OTHER PUBLIC SERVICES COMPLEX

● Amenities : Administration Block, Research center, Training Center, Health Center,
Security Center, Bank, Toilet complex – 8 places, Cafeteria – 8 places, Creche & Fire
station.
● Construction of Staff quarter Common Effluent treatment plant.
• Construction of Staff quarter at Elevated reservoir and sump well.
● Construction of Parking Area.
● Construction of Public Utilities at parking area.
● Plug and play units with internal campus development infrastructure of various shed sizes
525 sq m : 40 nos , 750 sq.m. : 11 nos , 1250 sq.m. : 3 nos , 1800 sq.m. : 20 nos , 2450
sq.m. : 1 no & 4050 sq.m. : 6 nos total built up area 95,750 sq.m.
● Executive / Workers Towers (G+ 6 Floor) : 4 no Tower with 704 Bedded , Dormitory
Blocks (G+ 6 Floor) : 10 nos. : 2800 Bedded capacity.
1.12 Information, Communication & Technology (ICT)

The ICT system has been planned to include the following components:

• Provision of ducts for communication cables (along with power ducts) keeping in
mind the requirements of service providers
• Setting up Points of Presence (POPs)
• Establishment of an “Integrated Control and Command Centre”

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• Establishment of Integrated Command and Control Centre cum Administrative
Building

1.13 To effectively manage and monitor the progress of PM Mitra Park, Dhar, the engagement
of a Project Management Consultant (PMC) has been deemed essential by SPV. The
PMC will be responsible for monitoring the overall execution of the project, ensuring
alignment and coordination between various stakeholders including EPC contractor,
which have been previously appointed as well as which will be appointed for the project
to ensure adequate monitoring, coordination and the overall execution of the project.

1.14 SPV wishes to engage a consultant to act as a Project Management Consultant (PMC)
consultancy service for a period of 4 years which may be extendable on year-to-year
basis on mutual consent to enable SPV in discharging its functions/responsibilities
effectively and efficiently. The PMC will work with SPV officials in discharging its
functions/responsibilities for overall management of the project, including project
planning, budgeting supervision, monitoring and evaluation, reporting and coordination
to ensure project development is in accordance with the Industrial Corridor Projects
concept and various other compliances.

1.15 The PMC would act as a vital link between NICDC, SPV, State Governments, various
State & Central departments, EPC Contractor and the working teams to ensure
coordinated project development and execution. The PMC will actively shape agendas,
participate and drive meetings, bring in outside-in topic expertise, proactively challenge
content and targets set by consultants to maximize value, and not just play a coordinating
role. The PMC will track progress, assess the benefits from the projects on a regular,
ongoing basis and step in where necessary to ensure that the overall goals are being
achieved.

1.16 The proposed PMC is designed to provide the requisite technical and managerial support
to SPV to ensure effective implementation. The PMC would operate as a unit under the
overall supervision and guidance of CEO & MD, SPV.

1.17 SPV in the capacity of the Employer/Client invites proposals from prospective Bidders
to participate in bidding process of the above task.

2. Scope of Work

2.1 Programme Manager for New Cities (“PMC”) is expected to perform all advisory and
technical activities necessary to plan, integrate, package, administer, inspect, and manage
the development and construction of projects at PM Mitra Park, Dhar. It will be the
PMC’s primary responsibility to ensure on-schedule, under budget delivery of projects
within but not limited to the Programme in consistent with the quality and standards
specified Client.

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The PMC to ensure that the proposed development shall be cost effective, environment
friendly and uses technologically advance system vis-a-vis the normal mode of
development/ construction currently in use in Haryana and in India. For the same, PMC
shall ensure the use of 3D technology model for all the infrastructure development and
the model should be able to simulate the situation in case of some natural calamity. The
modelling should also be used to showcase the cost effectiveness of the technology used
and the benefits which can be accrued by the various stakeholders involved with the
project. Further, the PMC shall ensure that sustainability aspects are embedded in
infrastructure design and execution and explore the use of renewable energy, use of
technology that require less water during the construction of infrastructure, use of
sustainable construction material, use of local resources, use of native tree/ plants species
etc.

The PMC is expected to provide the scope of services for a period of four (4) years which
the Client may renew for a further period of two (2) more years as mutually decided and
deemed necessary.

The Programme management services are divided into two broad categories:

• “Programme Wide services” are those services that focus on the management,
planning and administration of the Programme in general, rather than for the
specific benefit of a single project or limited set of projects.

• “Project Specific Services (PSS)” are those services that are for the management,
planning, administration, supervision, coordination and implementation of a
specific project or set of related projects.

The PMC shall set up a Programme Management Office (PMO) and staff it with
necessary core staff of Key Professionals to perform the “Programme Wide Services
(PWS)”. The key professional composition may subject to change/modifications during
the subsequent stages based on the programme requirement as deemed necessary by the
client and PMC team through mutual understanding and discussions. It is given that the
PMC Key Professionals will report to the PM MITRA Park Madhya Pradesh Ltd.

Additional resources and experts as listed in this RFQ-cum-RFP will be required over
the 4 years of the contract period, to provide “project specific” services as and when
required. Work orders will be issued to provide these project specific services as
provided in the Contract. The scope and price for work orders will be negotiated using
the schedule of rates submitted in the financial proposal.

2.2 The broad scope of the PMC for Year-1 is given below but not limited to:

Task-1 Setting up the PMO and establishing Program Management Information System
(PMIS) for PM Mitra Park / SPV

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Task-2 Validation studies for PM Mitra Park / SPV
Task-3 Preparation of ICT Master Plan (include tendering for MSI)
Task-4 Reviewing and validating all design and construction drawings of
project components, ensuring alignment with Good for Construction
(GFC) drawings submitted by the contractor for execution.
Task-5 The PMA shall review the DPR and EPC Contract documents prepared by
MPIDC and oversee implementation to ensure compliance with approved
designs and contracts.
Task-6 Appointment of EPC Contractor(s) / PPP contractor(s) for different Phases of
the project
Task-7 Assisting Client on various technical matters
Task-8 Implementing quality control measures and establishing a robust
system of checks and balances to ensure compliance with construction
material standards, techniques, and workmanship, while maintaining
the overall quality of the EPC Contractor(s) / PPP contractor(s) work.
Task 9 Preparing presentations on the physical and financial progress of the
project as required by MPIDC/SPV, ensuring accurate and timely
reporting of key milestones and performance metrics.

2.2.1 Task-1: Setting up the PMO and establishing PMIS for SPV

A. Setting up the PMO

To ensure long term success, PMC must implement a consistent, thorough, transparent
Programme-wide strategy. PMC will prepare a Programme Implementation Plan (PIP)
which will include all the tasks and issues identified in the scope of work described below.
The PIP will address the “how”, “what” “when” and “Who” for each scope of work.

In the first 30 days the PMC will develop and implement the basic systems, tools and
processes associated with the items noted below. These systems, tools and processes will
be refined and enhanced over time as the Programme evolves. A separate “Mobilization
Team” will be deployed to accomplish the task of setting up the PMO and specifically the
project management information system (PMIS) and standards, policies and procedures for
procurement, contracts, design and construction management, document control system and
health and safety. The areas to be addressed by the Key Professional and the PMO
mobilization team include:
● Team Chartering
● Governance Setting
● Schedule Development
● Budget Formulation
● Baseline Establishment
● Cash Flow Development

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● Policies Establishment
● Standards Establishment
● Procurement Strategy Development
● Contracts Strategy Development
● Establish a Programme Delivery Plan including how the different stages of each
project will be managed e.g., milestones, gateway approvals etc.
● Health and Safety Plan
● Environmental Management Plan
● Establish all monitoring tools, key performance indicators and all
“indicator/performance management tools” and the reporting systems that will govern
the progress of the Programme and set alerts, trends analyses and escalation
methodologies and change management
● Establish “E-Systems” to facilitate communications, contracts management,
Programme management, design management, procurement and tendering and cost
control
● Document Control System
● Stakeholder management plan

B. Programme Management Information System (PMIS) for SPV

PMC will work and coordinate with MPIDC and/or its appointed Knowledge
partner/Consultant during the entire contract period for implementation of the PMIS
including but not limited to dash board, EDMS etc. The System selected shall be hosted on
cloud servers within India as per guidelines issued by the Government of India, for
integration with dashboard/ websites hosted by the State Government as well as the Central
Government. The PMIS shall be designed to integrate with EDS, document control,
standard operating processes/ procedures, P6 schedule, e-system, project costs/ estimates,
spatial mapping and 3D project design, information and software’s, land management
system, and real time monitoring systems established by PMC. The PMIS shall be designed
to ensure access to designated officials of SPV, PMC, Master Plan Consultant, EPC
Contractor and other line department as finalized by SPV..

C. Data Takeover from Master Plan Consultant

PMC, immediately after its appointment, shall initiate discussion with Master Plan
consultant and take over all the relevant documents/ drawings/ studies/ report pertaining to
PM MITRA PARK, DHAR and systematically log them for record. MPC shall be available
on virtual calls with prior information & their availability for handholding & sharing of
data. PMC shall ensure that all the information is collected within 1 month from the start of
the assignment and intimate the completion of data take over to NICDC / SPV.

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2.2.2 Task- 2: Validation Studies for PM MITRA PARK, DHAR

A. Technical Validation

PMC will perform the technical validation of the Master Plan and Preliminary Engineering
Studies, and any other ongoing projects related to PM MITRA PARK, DHAR. PMC will
review and validate reports/ drawings/ major deliverables prepared by Master Plan
Consultant, which includes project area base map, Market Demand Assessment for industry,
technical assessment report, project area land boundary assessment, detailed master plan,
design basis report, preliminary design report for roads & services/ utilities, tender packages
and project costs for entire PM MITRA PARK, DHAR, in line with environmental
clearance, approval accorded by NICDIT and applicable statutory and codal provisions.

The study result will act as a road map and form the basis for all downstream actions and
decisions. In performing the technical validation, PMC will perform a review of the Master
Plan for PM MITRA PARK, DHAR, Design Basis Report, and Preliminary Engineering for
Trunk Infrastructure including reviewing, analyzing and evaluating the purpose, intent,
applicability, functionality, technology, schedule and cost for each base infrastructure
project recommended in the master plan, applicability of technologies to satisfy project
objectives e.g. sustainability and smart city, the inter relationship with other projects
(sequencing), critical risk areas and assumptions, permissions/ approval requirements and
durations etc. If the technical validation review reveals fatal flaws which would prevent or
pose risks in implementation e.g., a proposed project in the plan cannot be implemented due
to technical deficiencies or delays, the PMC validation team will recommend alternatives
to meet the objectives of the master plan and get plan amended. Re-doing the master plan is
not part of the scope of work but conducting technical evaluations to recommend
alternatives / substitutions to the plan recommendations is part of the scope of work.
However, the PMC is expected to ensure that the modifications are conveyed and carried
out by the detailed engineering consultant or consultant carrying out subsequent works.
After the technical validation including the project list is approved by the Client, the PMC
will validate and update the Programme cost estimate, prepare budgets, cash flow and
schedule for each project with key milestones in each delivery phase e.g., design,
construction etc. for PM MITRA PARK, DHAR.

The PMC will prepare a master schedule showing the inter relationships between projects;
the master schedule along with the budgets will form the baseline for Programme
monitoring and performance measurement. The studies shall result in the preparation of
broad infrastructure plans based on which the strategy for infrastructure creation can be
finalized based on discussions with the Client and other key stakeholders such as MPIDC /
SPV/NICDC etc.

The PMC shall submit the draft validation as per the timelines prescribed in the Contract
and the final validation study will be completed after getting review comments from the
Client. The studies shall also include the delineation validation and delineation of the land

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and taking into consideration the applicable statutory provisions for preparation of
development scheme. The PMC shall carry this out with the assistance and coordination
with Client, line departments and all other relevant stakeholders.

B. Economic Validation

The intent of the economic validation is to provide a very high-level review of the economic
and techno-economic feasibility reports (TEFR) completed to date and to identify demerits
which may limit Industrial Area from meeting economic and growth objectives.
Specifically, the high-level analysis shall review:

i. Industrial sector review

Choice of industry cluster planned for the PM MITRA PARK, DHAR, basis of the
assumptions which may include but not limited to a) future growth propensity of the
sector in terms of share of state GDP participation, b) cost competitiveness c) existing
demand supply gap for industrial sectors, and d) employment multiplier impact of each
industrial cluster within the region.

ii. Physical infrastructure review

Infrastructure demand and relevant phasing sequencing – both for industrial and non-
industrial.

iii. Demographic review

Population growth estimates, Employment rate estimates (Industrial Vs Non-

Industrial), Non-industrial employment break up (Public Vs Private).

iv. Real estate and land economic review

Validation of real estate land demand models for Industrial & Non-industrial land uses
(Residential, Commercial, office, Social Infrastructure, education, health, public use
etc.), development phasing and land disposal phasing strategies for optimizing returns
from real estate assets.

v. Policy framework review

Review of policy intervention and competitive incentives strategies for core industrial
and real estate land uses.

vi. Identification of projects & basis for project implementation

Based on the review and the list of projects indicated in the RFQ-cum-RFP {Project
Name}, the PMC shall indicate the initial bundling/ unbundling proposed for the
projects and recommend whether they should be implemented on PPP/ non-PPP basis
providing the broad rationale/ justification for the recommendations.

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The draft economic validation report shall be submitted by the PMC as per the timelines
prescribed in the Contract and the final validation study will be completed after getting review
comments from Client. If additional detailed economic studies are required to fulfil the Project
objectives, such studies will be first approved by the Client and will be completed under
separate tasks in the future.

C. Procurement Strategy

The PMC shall identify the various kinds of services required to be procured during the term
of the Assignment. Based on the services identified, the PMC shall prepare a procurement
strategy appropriate to the services required across project development, design phase and
implementation phase. This will include analysis of statutory, legal, and financial aspects of
infrastructure delivery models available in India (including PPP delivery models) and
appropriateness of the infrastructure delivery model. The procurement strategy will also
incorporate inputs from the critical stakeholders from the Central and State Governments.
The PMC shall further prepare the procurement/ tender document formats appropriate for
the various kinds of procurement envisaged such as landscape & ICT contractors, works
(including EPC, Design-Basis) and PPP projects etc. supported by required technical
guidelines. The draft report on Procurement Strategy shall be submitted by the PMC as per
the timelines prescribed in the Clause 6.6 of the Special Conditions of Contract. The final
Procurement Strategy report will be completed after getting review comments from Client,
other critical stakeholders as applicable.

D. Sustainable/ Low- Carbon master system integration plan

The PMC will prepare a Sustainable/ Low- Carbon master system integration plan, which
will highlight the key tasks activities that will be completed in system integration stage. For
preparation of sustainability plan, PMC shall coordinate with NICDC/ SPV/MPIDC /
SPV/EPC Contractor for sustainable development of PM MITRA PARK, DHAR. For
sustainable strategies, PMC shall develop a detailed integration, and operations plan around
specific system integration designs within the stipulated time frame. All the infrastructure
and utilities should be sustainable in terms of utilization of water, usage of energy,
generation and re-use of waste and the sustainable master system integration plan should
provide steps for continuous improvement in efficiency and monitoring of the same.

E. 3D-Model driven approach

Adoption/ Implementation of computer based 3D-model driven approach for the detailed
planning, design, engineering, construction, and operation of the HNIC nodes on the basis
of plan presented at the end of 4 months from project start date; and Detailed specifications,
contracting provisions, technical and financial conditions and other guidelines for inclusion
in the document for procurement of detailed design and engineering works of the HNIC
nodes using computer based 3D-model driven approach for their detailed planning, design,
engineering, construction, and operation. This includes providing an aggregate dynamic 3D
intelligent information model for the nodes with 3D building models, 3D civil
infrastructures, 3D models for rail, roads, and underground and aboveground utilities

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systems. This is to be further strengthened at the procurement document level for individual
infrastructure project, but the guiding principles is to be defined along with the validation
study.
2.2.3 Task-3: ICT Master Plan for PM MITRA PARK, DHAR

The PMC will prepare an ICT Master Plan for entire PM MITRA PARK, DHAR, which
will highlight the key tasks and activities that will be completed in the System Integration
stage.

At first, PMC will prepare ICT Master plan and present the same to client for approval.
Based on the ICT master plan, the PMC will develop a detailed integration, and operations
plan around specific system integration designs. This plan will act as the baseline control
document for the System Integration of entire project.

The draft ICT MSI plan shall be submitted by the PMC as per the timelines prescribed in
the Contract. The final ICT Master System Integration Plan will be completed after getting
review comments from Client.
2.2.4 Task-4: Architectural Design for ICCC-cum-Administrative Building
Complex and Entry Gate Structures
The PM Mitra Park Shall include following amenities which have
been planned by SPV –
1. Administrative Building
2. Research Centre and laboratory.
3. Fire Station
4. Toilet Complexes at 8 locations
5. Security Service Centre
6. Cafeteria at 8 locations
7. Health Centre (30 Beds)
8. Training cum Skill Development Centre
9. Bank
10. Creche
11. Plug and Play units (81 Nos.) of total built up area of 95,750 Sq. Mts.
12. Workers Hostel (men) including Executive rooms with twin sharing in 2 blocks (176
beds per block)
13. Workers Hostel (women) including Executive rooms with twin sharing in 2 blocks (176
beds per block)
14. Dormitory of 280 beds in 10 blocks

Note - The project encompasses the development of 12 structures along with core
infrastructure. The Detailed Project Report (DPR) is currently under review, followed by
the evaluation of the tender document. The Special Purpose Vehicle (SPV)/MPIDC will
oversee the bid process management for the onboarding of EPC contractors for the
aforementioned works.
Upon onboarding, the selected contractor will be responsible for submitting a
comprehensive work plan and developing Good for Construction (GFC) drawings based

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on the approved General Arrangement (GA) plans. The Project Management Consultant
(PMC) will conduct a thorough review of the submitted work plan and GFC drawings,
providing technical observations, recommendations, and requisite approvals to ensure
seamless execution of the project.

Stage-1: Working Drawings and Tender Documents

Checking and reviewing working drawings, specifications, and schedule of quantities

sufficient to prepare estimate of cost and tender documents including code of practice
covering aspects like mode of measurement, method of payments, quality control
procedures on materials & works and other conditions of contract.

Stage-2: Assistance during Tendering

Project Management Consultant (PMC) shall assist client in appointment of EPC

contractor(s) for Building works in form of preparation of necessary technical documents
for uploading (http://xxxx.xxxx.xx), attending pre-bid meeting, providing responses to pre-
bid queries, evaluations of bids, and any other matter required by client for appointment of
EPC contractor(s)

Stage-3: Construction Stage

I. Prepare and issue working drawings and details for proper execution of works during
construction.
II. Approve samples of various elements and components.
III. Check and approve drawings submitted by the contractor/ vendors.
IV. Visit the site of work, at intervals mutually agreed upon, to inspect and evaluate the
Construction Works and where necessary clarify any decision, offer interpretation of the
drawings/specifications, attend conferences and meetings to ensure that the project proceeds
generally in accordance with the conditions of contract and keep the Client informed and
render advice on actions, if required.
V. Issue Certificate of Virtual Completion of works.
Stage-4: Completion

I. Prepare and submit completion reports and drawings for the project as required and assist
the Client in obtaining "Completion / Occupancy Certificate" from statutory authorities,
wherever required.
II. Issue two sets of as built drawings including services and structures.

Task-5: Technical Assistance

Project Management Consultant (PMC) will be required to assist the Client on a host of
technical, permissions and approval areas. These may include but not limited to items such
as preparing the procurement strategy for selection & appointment of the various consultants
required for project development activities and contractors for implementation of projects,
EoIs and RFPs, assist the Client in the review, assessment and selection of various
consultants, EPC contractors, assisting the permissions and approval process, amendments
in EIA clearances, Master Plan prepared by the Master planning consultant, revalidating/
preparing techno-economic feasibility studies/ detailed project report, etc., assistance in
securing necessary approvals/ permissions from government agencies/ department,

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coordination with various government agencies/ departments, assistance in preparing
database of the land acquired, assistance in updation of cost estimates for subsequent Phases
as per the requirements and assisting in the review and recommendations for early bird
projects and funding assistance.

The PMA will also need to coordinate and review the work of consultants already appointed
and/or to be appointed by the Client. The PMA shall also be responsible for preparation of
all documents on behalf of PM Mitra Park SPV related to seeking approvals for specific
projects from DIPIP, Ministry of textiles and other Central/ State Government bodies. The
list of deliverables and associated timelines are provided in Contract. It may be noted that
due to the multidisciplinary nature of the Assignment and dependencies on other agencies
and consultants, the timing of the deliverables may vary depending on the requirements of
the Client.

Stage-1: Validation of Concept Design and its approval

PMC shall validate the complete master plan with overall space planning in the form of
plans, drawings, sketches, models, or combination thereof, whichever is appropriate to
communicate the Concept, and submit the same to Client.

Stage-2: Validation of Preliminary Design & Drawings

PMC shall carryout validation & modifications (if any) in the Master Plan design
incorporating the suggestions/ changes as advised by Client and prepare revised drawings
for approval by Client.

Submission of the revised estimates on the basis of the revised or changed layouts for
approval by the Client.

Stage-3: Validation & preparation of Working Drawings & Tender Documents for
EPC & PPP projects as required by the client.

At this stage, PMC will take up:

i. Validation of detailed GFC drawings as prepared by the onboarded contractor which
shall include drawings for the scope of services mentioned at above.
ii. Validation of detailed specifications and schedule of quantities/ Bill of Quantities
(BOQ), supported with measurement sheets.
iii. Validation of detailed estimates of Cost (based on MP Schedule of Rates/ Market rates).
iv. Validation of rates for all non-SOR items taken in the estimate.
v. Preparation of Tender drawings and Documents as required by the client.

PMC shall get the tender document approved by client for the purpose of appointment of
contractor (EPC & PPP)

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Stage-4: Implementation Stage

At construction stage, PMC shall prepare and issue working drawings and details for proper
execution of works and render advice on the suitability of various samples of materials, if
required. PMC shall provide supervision & quality control for clarification of drawings/
decisions, verification of quality of the work.
15. Task-6: Appointment of EPC Contractor(s) & PPP Contractors(s)

PMC will be required to assist the Client on a host of technical, permissions and approval
areas. This will include selection of EPC contractors & PPP Contractors(s) for various
works envisaged to be taken up at site as mentioned in Task 4

Some of the above activities could be clubbed into a single tender as per the decision of the
MPIDC / SPV. The implementation stage for these tenders would be in the first and
subsequent years.
16. Task-7: Technical Assistance

PMC will be required to assist the Client on a host of technical, permissions and approval
areas. These may include but not limited to items such as preparing the procurement strategy
for selection & appointment of the various consultants required for project development
activities and contractors for implementation of projects, EoIs and RFPs, assist the Client
in the review, assessment and selection of various consultants, EPC contractors, assisting
the permissions and approval process, amendments in EIA clearances, Master Plan prepared
by the Master planning consultant, revalidating/ preparing techno-economic feasibility
studies/ detailed project report, etc., assistance in securing necessary approvals/ permissions
from government agencies/ department, coordination with various government agencies/
departments, assistance in preparing database of the land acquired, assistance in updation
of cost estimates for subsequent Phases as per the requirements and assisting in the review
and recommendations for early bird projects and funding assistance.

The PMC will also need to coordinate and review the work of consultants already appointed
and/or to be appointed by the Client. The PMC shall also be responsible for preparation of
all documents on behalf of NICDC / SPV related to seeking approvals for specific projects
from the NICDC Implementation Trust Fund and other Central/ State Government bodies.
The list of deliverables and associated timelines are provided in Contract. It may be noted
that due to the multidisciplinary nature of the Assignment and dependencies on other
agencies and consultants, the timing of the deliverables may vary depending on the
requirements of the Client.
17. Task-8 : Implementing quality control measures and establishing a robust system of checks
and balances to ensure compliance with construction material standards, techniques, and
workmanship, while maintaining the overall quality of the EPC Contractor(s) / PPP
contractor(s)

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18. Task 9: Preparing presentations on the physical and financial progress of the project as required
by MPIDC/SPV, ensuring accurate and timely reporting of key milestones and performance
metrics.

1.2 OVERALL PROGRAMME MANAGEMENT - SCOPE OF SERVICES (OVER 4

YEARS)

1. Organization and Governance

The PMC will:

i. map the processes required for project development and project implementation and
establish processes for issue resolution and decision-making at the Programme level
and define how roles and responsibilities will interface across government ministries/
departments, Client, Nodal Agencies and PMC.
ii. prepare a consolidated Programme Governance document that consists of all plans,
controls, Programmes, manuals, systems, guidelines, and strategies.
iii. identify the various stakeholders, individual project bidders and elements such as
projects, contracts, and services, required to deliver the Programme together with their
interface relationships.
iv. PMC will work and coordinate with NICDC and/or its appointed Knowledge
partner/Consultant during the entire contract period
2. Programme Controls

Programme controls enable proper planning, scheduling, budgeting, and measurement of

performance, and help ensure the successful delivery of the Programme. The PMC shall
deploy a Programme controls system (IT Management) to provide integrated processes,
methods, procedures, in an automated software Programme that effectively develops,
manages, and reports on the Programme schedule and cost baselines as defined by the work
breakdown structure (WBS).
To ensure successful implementation and execution of the Client’s Programme, the PMC
will develop and implement a comprehensive process for guiding, developing, planning,
and managing overall Programme delivery. The following activity areas are the primary
components of a comprehensive Programme Controls function:
A. Schedule Management
B. Cost Management / Earned Value Management
C. Document Control
D. Risk management
E. Scope and Change Management
F. Performance Measurement

A. Schedule Management

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The PMC shall develop the Programme Work Breakdown Structure (WBS) and develop
and maintain the Programme Master Schedule. The PMC will:
i. Maintain the Programme Master Schedule at various levels of detail for
management reporting
ii. Ensure that changes to baseline schedules only occur through adequate change
management processes
iii. Ensure that Contractors include sufficient and meaningful deliverables and
milestones, and communicate any proposed updates to the schedules
iv. Ensure the Contractors schedules identify highlights and communicate decision
points and any other Programme obligations at all stages of the Programme
v. Ensure that contractor’s baseline their schedules and apply appropriate change
management processes to any baseline changes
vi. Monitor and report on the perceived viability of the Contractor schedule based on
realistic assessments of schedule risks; prepare alternatives to correct or avoid
schedule variances
vii. Identify perceived issues with contractor planning and scheduling processes
B. Cost Management and Earned Value Management

For Cost Management (Estimating), the PMC will:

i. Be responsible for cost management in each stage of each individual project to be
delivered
ii. Create a Cost Breakdown Structure (“CBS”) which will include the overall
Programme CBS and the CBS of each individual project to be delivered
iii. Create the baseline Programme budget. Budget must include costs relevant to the
overall Programme and to each individual project to be delivered
iv. Prepare complete life-cycle cost analyses
v. Develop and maintain on an individual project basis, the Master Budget for all
projects and phases
vi. Set the cash flow estimate of capital requirements for the projects to be delivered
vii. Review estimates and forecasts, code of accounts and cost distribution criteria for
the Programme on a regular and as and when required basis.
viii. Ensure any design submissions include cost estimates to enable Client to take best
decisions for approvals
ix. Create the procedure for handling payment requests
x. Establish procedures for preparation of budget re-forecasts, and updated cash flow

C. For Earned Value Management, the PMC will:

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i. Determine earned value reporting requirements and disseminating information to

the Client and stakeholders as appropriate
ii. Calculate and report earned value
iii. Ensure that project teams and the associated contractors provide the agreed view of
schedule and cost

D. Document Control

The PMC will:

i. Implement an electronic document management system to safeguard related
ii. documents for future reference for the Programme.
iii. Develop and implement policies, processes, procedures and systems for the
collection, storage, protection and dissemination of all Programme documentation.
iv. Create a document control and filing system procedure that takes into account all
parties involved.
v. Train existing, new and future Programme staff and set-up procedures for
departments to receive, record, file, retrieve, duplicate, store and issue documents.
vi. Compile and manage the repository to include Programme standards, policies,
procedures, plans, specifications, schedule, acceptance certificates, transmittal
letters, meeting minutes and reports, and any other information relevant to the
Programme.

E. Risk Management

The PMC will:

i. Develop a systematic risk management plan / strategy to be applied to the
Programme and its component projects that clearly identifies potential risks to the
Programme. The risk management plan needs to be comprehensive to cover all
potential risks faced by the Programme throughout the duration of the Services,
identify probabilities of risk occurrence and allocate weighting systems to monitor
risk. The risk management plan needs to include early warning systems and trend
analyses and other methodologies that assist in early discovery of risk items
ii. Track the significant risks are systematically identified, recorded, evaluated,
actively managed and regularly re-evaluated and communicated across the
Programme
iii. Identify, communication and manage inter - Programme or external risks
iv. Identify and manage internal Programme related risks
v. Propose mitigation measures ranging from adjustments to the proposed alignment,
changes, recovery plans and any other action used to mitigate certain risks
vi. Conduct risk assessment workshops on a regular basis with Client, PMs, suppliers,

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contractors and other stakeholders
F. Scope and Change Management

Scope and change management are two of the most critical functions of any Programme.
Control mechanisms must be in place to identify and manage activities and issues that
might ultimately alter the delivery of the Programme’s objectives. PMC shall:
i. Create and implement an internal Change Management Plan, Change Log, and
associated governance processes
ii. Develop, review and update a change management system and procedures that
capture complete, accurate and consistent baseline documents, and ensure changes
in design and construction and any other change are controlled in accordance with
the contract documents and/or Programme controls procedures.
iii. Establish the procedures for changes to Programme criteria to create uniformity of
application across all existing contracts of the Programme and the projects for
design details, material approvals and other related items.
iv. Assess any change request in terms of the impact on time, cost and quality and
recommend mitigation and management strategies.
v. Monitor changes and potential changes across the Programme against the
contractual and scope baselines
vi. Monitor the processing of changes which require contractual variations
vii. Evaluate financial implications of changes to contracts that are determined as
necessary to implement
viii. Advise Client on matters affecting the project budget, provide timely updates that
reflect funds received, funds obligated through contract awards and approved
change orders, and projected obligations
G. Performance Measurement

The PMC will:

i. Develop a web-based reporting platform that will provide “real time” information
and be customized to facilitate communication between Client and various
stakeholders including contractors, suppliers and other consultants
ii. Collect, analyze, track, monitor, and separately report the Programme cost,
schedule, and budget information on an agreed basis. The report should include all
encumbrances, commitments, and actual expenditures and develop earned value,
trends, forecasts, and variance information. In addition, the PMC shall conduct
Programme progress review meetings and other related meetings.
iii. Prepare and submit monthly progress reports to Client within mutually agreed
timeframe and format
iv. Participate in regular Programme progress review meetings, and other Programme

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performance-related meetings as appropriate, and follow up on corrective/control
measures where required
v. Assist Client in preparing its periodic Programme status reports to issue to higher
authorities and/or other relevant stakeholders

3. Interface Management

The PMC will:

i. Develop an Interface Management Process/System to track interface between
investment regions/ nodes
ii. Coordinate with the Client regarding interface issues
iii. Manage external interfaces with major stakeholders

4. Stakeholder Management

While the Client will maintain overall responsibility for stakeholder management, the PMC
will focus on ensuring that stakeholder requirements are delivered though each of the project
components. This will enable the Client to focus on incorporating stakeholders’ input,
serving as a liaison to all levels of government, and managing the flow of funding in a
transparent and proactive manner. The PMC will:
vii. Define all stakeholders for their investment region with the assistance of Client
viii. Develop and implement a stakeholder management and coordination strategy
ix. Initiate contact with all government and non-governmental entities that form part of the
Client
x. Coordinate with the regulatory agencies and other stakeholders that have an interest or
are participants in the Programme for the provision of any required permits
xi. Prepare engagement strategies with private sector providers

5. Communications

As the authority charged with overseeing the corridor, the Client will likely maintain
responsibility for the public-facing communications responsibilities. However, to facilitate
the Client’s effective management of its communications Programme, the PMC will
develop a Programme Communication Plan which addresses the following elements:
i. Procedures and flow charts, that detail the Programme participants, including but not limited
to Client, PMC, contractors, suppliers and other stakeholders.
ii. Delivery/ distribution of different forms of information/ communications to relevant
appropriate stakeholders.

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iii. Contractual and functional communication requirements and ensuring that Client is always
included in all communication between the PMC and the Programme participants and all other
entities relating to the Programme.
iv. For each of the participants identified, the PMC, working with Client public relations
department, shall identify appropriate stages of the Programme in which public involvement
and meetings would be appropriate, and in conjunction with Client assist in developing
appropriate materials.
v. Provide Client with prompt responses to public queries and comments on the Programme
when required
vi. Schedule status review meetings at all levels (Client, Contractors, Government, and State
Agencies)
vii. Documentation of all meetings and decisions
viii. Central management, control, and communication of all relevant Programme documentation

6. Planning

The PMC will review the Master Plan for PM MITRA PARK, DHAR and provide input in
the following key areas and as part of the validation study:
a. Land use and mix
b. Transportation
c. Density planning
d. Project phasing
e. Utility capacity such as for water and wastewater facilities
f. Water, waste and power strategy and planning incorporating sustainability and smart
city concepts
g. Operations and Maintenance
h. The PMC, working with the Client and its various consultants will develop a definitive
project phasing plan while the same time ensuring that future phases of the Industrial
Area are coordinated with the long-term intent. In performing the planning task, PMC
will:
i. Develop/ Review detailed zonal plans of the approved Development Plan for
Project Area and the applicable town planning scheme in coordination with Client,
state level agencies and other stakeholders (including any consultants appointed by
Client or state agencies on aspects related to the project)
ii. Review rules and regulations for implementation of the Development Plan
iii. Prepare the project phasing plan and assist the Client to obtain approvals from
Government Agencies/ Implementation Authority and/ or other relevant authorities

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both at the central and state level
iv. Coordinate relevant activities including environmental clearances and compliances
for implementation of Development Plan projects
7. Site Control / Mapping
This function describes and guides the activities needed to measure and communicate spatial
data in relation to the Earth’s surface and relate it to Programme site(s). The PMC will
coordinate with consultants appointed by Client or State Government agencies for the
demarcation of the land based on the actual land availability. If required, the PMC may also
assist Client in hiring specialty surveyors. The fee for 3rd party surveyors will be borne by the
Client.
Under the guidance and oversight of the PMC, the surveyor will:
i. Provide a system to coordinate site control and mapping information across the entire scope
and lifecycle of the Programme.
ii. Provide the standards, means and methods for site control and mapping to ensure consistency
among the projects.
iii. Identify stakeholder requirements: internal, external, short-term, long-term, each having
different requirements on level of accuracy and data content for their specific purpose (planning
and studies vs. construction)
iv. Devise and maintain a horizontal and vertical control system required to construct and minimize
the possibility of positional errors. Determine GPS survey control (primary, secondary, and
tertiary) network availability, digital terrain model, topographic survey, 3-dimentional
modelling needs.
v. Determine the appropriate techniques, equipment and materials which can achieve the
accuracies and standards required and which correspond with current best practices to be used.
vi. Additional data types may need to be collected and thus coordinated and planned carefully, i.e.,
aerial photography, hydro graphic survey, field survey, planimetric control, permanent ground
markers to name a few. Consider how this information will be communicated and distributed
and what existing information might be affected.
8. Design and Programme Management
A primary focus for the PMC will be the establishment, integration, and assurance of
program wide design principles and standards to drive quality and development success.
i. Design Standards: The PMC shall create a set of design guidelines and standards that
will form a coherent brand and identity for the Client. These guidelines and standards
will establish not only the quality of the Client proposition but create buying
opportunities through driving value in supply chain and procurement activities through
advance and bulk purchasing
ii. Design & Programme Oversight
The PMC will be responsible for:

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i. Preparation of detailed project briefs and managing the appointment of appropriate
consultants, with the approval of Client for pre-feasibility / feasibility studies /
engineering studies.
ii. Preparation of design briefs for EPC/ Design Build contractors or concessionaires
iii. Ensuring that the ICT related functional specifications are incorporated in the design
briefs for identified services
iv. Review and update of design basis, criteria and standards to fit Programme requirements
and concepts
v. Reviewing the constructability of the proposed designs
vi. Reviewing the constructability and value engineering ideas put forward in order to
accomplish time or cost savings
vii. Carry out reviews were dictated by process or regulatory requirements subject to the
approval of the Client.
viii. Proof checking of the designs of structures
ix. If required, the PMC shall get engineering designs checked and approved from agencies
(IIT/NIT) such if requested by SPV. The expenditure related to this shall be reimbursed
to the PMC by the Client.
x. Provide design coordination between project related consultants, state government
agencies, and all relevant stakeholders involved in the Programme
xi. Coordinate design and design issues between contractors at interface points to ensure
alignment of systems and schedules
xii. Oversee the work of all bidders, contractors, vendors, suppliers and assist in
coordination and conflict resolution
xiii. Monitor the design schedule and manage any changes or delays
xiv. Initiate and conduct all design value engineering workshops throughout
the design process
xv. Implement a “Gate Review Process” to ensure control of quality, cost, and schedule
xvi. Ensure minimum cost and time overrun to the project

9. Permissions and Approvals

Environmental and other regulatory approvals will form a critical part of this development.
The PMC will:
i. Ensure that the process for obtaining the approvals and schedule is well defined
including approvals from appropriate regulatory agencies.
ii. Ensure that the schedule appropriately reflects the progress possible with the available
land and also considers an appropriate timeframe for acquisition of the balance of
land and the construction work on it.

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iii. Overall responsibility for preparing background information and approvals process.
iv. Provide regular updates to Client with respect to adherence to all applicable approvals
and clearances and alerting Client with respect to any renewals and approvals
required.
v. In the technical proposal, the PMC should provide a tentative list of up to top 10 most
important approvals and authorizations needed to implement the projects. Client
intends to use this list to alert the various agencies and get their initial support and
buy-in.

10. Procurement and Supply Chain Management

A. Procurement

The PMC will:

a) Develop a procurement strategy that incorporates the procurement elements of all
projects within the Programme. The strategy must provide a holistic framework and
mechanism for the management of all procurement elements including but not limited
to labour, materials, supply, centralised bulk procurement, logistics, lead times, and
risks.
b) Set a strategic procurement plan for all project related consultants, bidders, contractors,
suppliers, and operators and manage the procurement timetable to ensure timely
appointment of third-party entities on the Programme.
c) Develop an appropriate packaging strategy for the roll out of the Programme and each
of its projects.
d) Setup the contract strategy and structure and procurement options and recommend any
options that minimize Programme and project level risks and provide the greatest
likelihood of implementation success. Special consideration shall be given to the
concept of project risk associated with the various methods under consideration.
e) Establish an approach that: provides certainty of delivery and cost efficiencies,
recognises the scope maturity, ensures compliance with appropriate authorities, attracts
early engagement from the supply chain, and achieves economies of scale through
global bulk procurement

B. Supply Chain Management

The PMC will:

a) Undertake a supply chain analysis and recommendation by incorporating input from
PMs, bidders, contractors and suppliers.
b) Meet the project related consultants, bidders, contractors, suppliers and supervision
bidders, established within the local market to discuss potential issues, conflicts or

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problems, capacity, shortage of materials, resources and labour that may be faced in
meeting HNIC milestones.
c) Using the Master Programme schedule, forecast the level of activities expected to be
delivered by PMs, bidders, contractors and suppliers; analyse the direct impact on the
supply chain locally and internationally on raw and construction materials and
equipment. Assess potential strains and/or bottlenecks that the high level of activity
might put on the local capacity in India for labour, material, equipment and other
resources that might be needed to complete the Programme.
d) Following the strategic supply chain study, analyse the Programme Master Schedule
and recommend phasing, sequential roll-out or other mitigation tools in a manner to
ease the pressure on the local supply chain and avoid delays, interruptions and/or
inflationary pressures on the economic system in the country. Outcomes might include
recommendations for standardization and manufacturing, either locally or
internationally, of certain elements or items to ensure timely supply and to reduce risks
of overpricing and/or shortfall in supply.
e) In conjunction with relevant authorities/ bodies, develop strategic sourcing solutions
and value buying aiming at increasing procurement synergies between the different
projects within the Programme to reduce overall time and/or cost.

11. Tendering Administration

The PMC will:

i. Develop Programme - wide tender evaluation and selection criteria.
ii. Create, administer, or assist as required in the tendering and contract negotiations/award for
the contracts required for the successful delivery and operation of the Program.
iii. Create, review, monitor, evaluate and report on the procurement and tendering packages.
iv. For each project, oversee the development of the activities undertaken by the PM that are
associated with the preparation of all invitation to tender packages as may be required during
the project implementation from expression of interest to tender and tender bulletins.
v. Ensure record keeping of pre-tender and post-tender meetings.
vi. Review the submitted tenders and undertake technical and commercial evaluations when
required.
vii. Participate and assist Client in the negotiation and contract finalization up to award. This
includes assistance in evaluation committee meetings, negotiations and oversight, review,
and assistance in the preparation of the agreements between Client and the awarded third
party.
viii. Keep Client fully informed of any issues, which may have a contractual, cost or time
implication.
ix. Perform tendering, evaluation, and selection of the Master Systems Integration (MSI) as

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outlined in the ICT Master Plan.
12. Site Logistics

The PMC will:

i. Develop, review, and update a global logistics plan that will consolidate the Programme
infrastructure logistics plans.
ii. Analyse the local and regional conditions to determine supply and demand requirements given
the schedule and mix of projects, materials and equipment, staff, and specialty contractors.
Provide recommendations to offset any issues identified.
iii. Develop, review and update traffic and construction access management plans as soon as the
intended locations and routings are defined.
iv. Jointly with the procurement schedule and the PMs/ Client determine individual integrated
logistics plans for each of the projects, including lay down space, storage areas for equipment
and materials, access, and haul routes, borrow pits, excess material and waste disposal,
fabrication yards, personnel access and parking, all should be addressed and resolved before
tendering.
13. Construction Management

i. The PMC will be responsible for all activities related to construction management,
construction monitoring and role of Independent Engineer for the various projects
at IMC . This shall include but not be limited to the following activities:
ii. Overall supervision and monitoring of construction of identified infrastructure
components by contractors
iii. Management of site infrastructure
iv. Work scope coordination
v. Workforce management
vi. Document management practices
vii. Schedule and progress management
viii. Material management process
ix. Financial management
x. Review and recommend for approval, the comprehensive Programme provided by
the appointed contractors for the specific infrastructure project, for acceptance tests,
which meets the provisions under applicable contracts, in all respects, but not limited
to specified technical and performance requirements. The system of test checks for
the Requests for Inspection issued by the Contractor(s) will be specified by the
PMC.

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xi. The PMC shall be responsible for the complete administration and management of
the construction contracts and coordination with other contracting agencies, State
Government and Central Government agencies, local authorities etc.
xii. Responsible for ensuring quality control of works at the various project sites. In
addition, the PMC shall provide regular reports, as per schedules agreed with
NICDC / SPV. The contents of the reports shall include maintaining necessary site
records with data in support of the same, details of field tests on materials and
structures, obtaining necessary approvals thereon and maintaining adequate records,
certifications of bills for payments to contractors including recommendation of
extension applications, extra items, variation statements, quality control checks for
final bills etc. in the formats agreed with NICDC / SPV.
xiii. Monitor and review of construction progress and the development generally and
reporting to Client on a monthly basis including monthly progress reports. The
monthly progress reports shall include but not be limited to, review of submissions
by contractors, technical memoranda, details of meetings and decisions taken,
detailed compliance reports for each activity, status of clearances, progress schedule,
reason for any delays along with any recommendations etc.
xiv. Guide and coordinating the contractor’s performance in the discharge of their duties
and obligations as required by the terms of the works contracts
xv. Carry out the role of an Independent Engineer including
xvi. review of design documents
xvii. monitoring site availability, land acquisitions and permits
xviii. review of construction Programme
xix. control of construction quality
xx. determine extensions of time / compensation / relief from penalties
xxi. Assessing achievement of satisfactory delivery milestones by contractors,
completion of all testing & commissioning tests for various works and issue
completion certificates as required
xxii. Review contractor progress, identify risks to completion within agreed timelines and
suggest mitigation measures
xxiii. Certify final amounts due under the construction contracts
xxiv. Review as-built drawings, other technical and design information and completion
records
xxv. Auditing operations and maintenance
xxvi. Provide advice, as may be necessary, in respect of any steps which are prudent to be

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taken in relation to the main contractor and contractors; and take such action as
Client may direct
xxvii. Where required by Client, review and integrate with the work of the contractors, any
work forming part of the development to be executed by other party consultants and
entities
xxviii. Review the flow of information during the progress of the projects and require that
the consultants check and approve in a timely manner all drawings, documents and
information submitted by contractors under the works contracts
xxix. Make recommendations in respect of any actions to be taken in relation to such
processes
xxx. Provide such information as Client may require in connection with proposed
modifications or revisions
xxxi. Review the procedures proposed by the consultants for issuing sectional and
practical completion certificates under the works contracts
xxxii. Co-ordinate the consultants in undertaking defects inspections in connection with
the completion of defective and/or outstanding items
xxxiii. Monitor and approve testing and deployment of proof of concepts/ early-bird
projects.
xxxiv. The PMC shall collect and deliver to NICDC / SPV, any specific written warranties
or guarantees given by others, including all required trade contractor guarantees and
warranties.
xxxv. Overall responsibility for coordination between various state and central agencies
including assistance to Client for obtaining permissions required for construction.
14. Statutory Requirements

a. Ensure that statutory undertakers provide all necessary services in a timely

manner and take all reasonable steps to mitigate the effects of any non-
performance of the statutory undertakers and keep Client advised of such steps
15. Quality Assurance
i. Review of Good for Construction drawings provided by contractors before construction and
recommendations on the same.
ii. Review with the consultants and main contractors, the establishment and enforcement by
the main contractors of suitable safety, quality assurance and industrial relations policies for
the specific site and where applicable ensure compliance with industry’s standards,
processes, and procedures.
iii. Oversee the work of independent 3rd party reviewers with respect to value engineering and
quality control checks at various milestones. The PMC shall be overall responsible for

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overseeing the work and informing NICDC / SPV in a timely and appropriate manner
regarding progress and any issues encountered.
16. Budget

Review technical and commercial proposal of the consultants and help the client in the
deciding the budgets for the same.
17. Site attendance and meetings

a) Ensure that the Construction management/Independent Engineers are managing the

resident site staff to provide inspections of the contractor’s works on site
b) Ensure that the Construction management/ Independent Engineers are attending site
progress meetings and ensuring that representatives of the Client are invited to the same,
arranging for the preparation and circulation of minutes of such meetings, as appropriate
c) Manage the consultants and the main contractor in resolving any specific queries and
disputes on the site
d) Ensure that consultants make visits, as necessary, to the premises of the contractors and
their sub-contractors and suppliers in order to review progress and quality of goods
being manufactured off-site
18. Alignment with Programme
a) Review progress against the Programme for the development and taking steps to avoid
or reduce any delay to any Programme for the development
b) Payment certificates
c) The PMC shall examine and certify the release of payments to the contractors/
consultants in accordance with the provisions of the respective contracts executed with
the contractors / consultants, the work carried out and actual verification of the bills /
invoices and will recommend the same to Client for release of payments. The payments
to the respective contractors / consultants will be released by Client based on the
recommendation of the PMC.
19. Commissioning

The PMC will:

a. Manage the testing and commissioning process
b. Assist the client who will manage the statutory approvals
c. Manage the implementation by the consultants and contractors of any handover regime
agreed with incoming operators
d. Prepare and manage the preliminary and final punch lists
e. Oversee issuing of the preliminary / substantial completion certificates and the final

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certificate of completion (taking over certificate)
f. Get prepared the maintenance manuals for all the buildings and services related to the
infrastructure components. The PMC shall also prepare appropriate procedures for
rectification of defects during the defect liability period and for final inspections for the
works at the end of the defect liability period. The PMC shall be responsible for the
management, compilation, and delivery to Client of the Operations & Maintenance
(O&M) Manuals, in the agreed format.
g. Preparation and delivery to the Client, as-built drawings, in the agreed formats. The
PMC shall approve the “As Built” drawings prepared by the Contractor(s), at an
appropriate scale, indicating the details of the buildings, structures, and services, duly
authenticated, and submit 8 sets of built/ completion drawings to NICDC / SPV,
including the originals of the completed drawings. The PMC shall also get the
contractors to submit two sets of soft copies of all the built / completion drawings and
two sets of drawings on reproducible paper for the works executed to NICDC / SPV.
h. Handover the commissioned assets to NICDC / SPV or property manager assigned by
Client, along with the necessary documentation, in pre-determined phases and promptly
attend to any defects / deficiencies noticed in the completed works within the scope of
work of execution, by the above referred agency taking over the commissioned assets,
without any demur.
i. Monitor and manage the consultants and contractors to ensure that defects are addressed
diligently before handover and during the defect’s liability period (12 months).
j. Carry out verification by taking and recording joint measurements of the final bills to
be submitted by the Contractor(s), process, certify and recommend as per the terms and
conditions for release of final payments by SPV. The PMC shall also attend to
observations queries raised while processing the same for payments by SPV.

20. Activation

i. The PMC will develop and implement an Activation Plan which is a comprehensive process
that engages complete stakeholder collaboration seeking to confirm that all building or
infrastructure systems and business processes are in sufficient working order and understood
to satisfy the Client’s expectations upon start-up and beyond. Distinct from project testing and
commissioning, activation is the process of moving from the construction phase to operation
of a facility. The activation process provides the forum for issues such as project complexity,
multiple stakeholders, and constant construction / start-up / O&M coordination efforts to be
addressed in an organized setting. PMC will manage the Activation Process which includes:
ii. Development and Implementation of an Activation Plan
iii. Identifying and tracking potential delays that may impact startup or opening and
develop contingency plans
iv. Monitor progress of the project activation

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21. Operation and Maintenance

i. The PMC will assist in the development and implementation of an Urban Services Operations
and Management model that will provide the Client with the most efficient, effective, and
economical means of providing required services to their citizens and businesses, as well as
to best protect and maintain the assets. The PMC shall be responsible for providing Client, the
Operation & Maintenance (O&M) manuals for all the assets developed during the Programme.
The PMC shall also develop a detailed Asset Management Strategy applicable for a period of
5-10 years for all the assets developed during the Programme.
ii. The PMC will assist the Client in designing governance architecture by bringing in
lessons learned from best practices from around the world (e.g., city governance under
the municipality act versus done privately, city to be headed by a private vs government
professional city manager etc.).
iii. PMC is expected to ensure that the Urban Services Operations and Management model
incorporates the most efficient methodology to offer and manage ICT and ICT- enabled
services in line with smart city best practices.
22. Technology Management

The PMC will:

a. Establish technology innovations and integration initiatives into all aspects of the Client
development from cradle and throughout each development phase and utilities to
capture current, pending, and future technology-related innovations that will meet
objectives of the Programme. Technologies should be scalable and transferrable and
should be economic viable at the time of implementation.
b. Work with the Client & other consultants engaged by Client in implementing its vision
by allowing for technology and ICT innovations to be incorporated into the new “smart
city.”
23. Contract Management

The PMC will manage and coordinate all delivery related Contracts for PM MITRA PARK,
DHAR on behalf of Client. In this role, the PMC will:
i. Coordinate contract dispute resolution
ii. Perform overall assessment and reporting of Programme Anticipated Final Cost (AFC)
iii. Manage authority delegations and reporting
iv. Provide contractual and commercial advice and support project managers
v. Manage compliance with contract administration standards, procedures and tools

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vi. Contract management will be fundamental to the management of the Programme.
vii. Develop the appropriate mix of contract packages for each type of contract/ project/ facility.
viii. Evaluate contract packaging against the capacity and capabilities of the potential contractors
as well as any special contract requirements that might dictate recommendations to modify
contracts.
ix. Develop the procurement and contracting strategy for the delivery of the various projects
within the Programme.
x. The PMC shall undertake contract administration and management for all project related
consultants, bidders, contractors and suppliers at Programme level on behalf of Client;
xi. The contract management system shall give visibility to the management in the following
areas: changes, invoicing, claims, valuations and payments, notices, early warnings,
approvals, compliances, breaches, terminations, extensions, entitlements, disputes and
reconciliations, insurances, warranties, collaterals, securities and bonds;
xii. Alert the Client of any actual, perceived or expected departure from contractual requirements
and prepare analysis of potential issues, resolution options and related recommendations.
xiii. Assess any potential changes or change requests in terms of their impact on the contract,
impact on the Programme, and any potential contract variations required;
xiv. Monitor Programme schedules and plans for compliance with the contract, and advise on the
impact of any non-compliance;
xv. Proactively supervise all aspects of project contracts within the program including, but not
limited to: monitoring contract compliance, terms and conditions, supervising and reviewing
overall performance of service level agreements, managing receipt and documentation of
change requests and coordinate the review process by appropriate program stakeholders,
ensure that contract related changes/ variations are communicated to appropriate stakeholders,
delivery of contract deliverables, payment procedures and management reporting (look at
options to break this up);
xvi. Develop a claims management process that includes evaluation of responsibility, impact, and
costs and includes a dispute resolution process;
xvii. Prepare the necessary documents to defend the claim;
xviii. Set construction contract terms and conditions, to ensure that the contractors’ understanding
is in line with Client’s vision and objectives;
xix. Review and evaluate regularly the status of all existing bidders and construction contracts;
xx. Perform reviews of the PMs, bidders, contractors and suppliers deliverables to ensure contract
compliance and performance.
24. Finance and Investment Management

A. Finance Management

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The PMC will:
a. Develop and implement adequate processes for financial management of the
Programme. This includes but is not limited to: cost estimating and cost control
processes, payment approval processes, preparation and presentation of the
Programme’s budgets, and the supervision of data gathering, and financial planning
work associated with the Programme
b. Create a costing structure that is compatible with the existing Client’s system (if
any) in order to allocate the cost of each element of the Programme and its projects
c. Monitor and control of the Programme/ project cash flow periodically (monthly,
quarterly, and yearly)
d. Develop a code of accounting based on the WBS for each individual project
e. Ensure that the system shall take into consideration Client corporate requirements
and shall be able to accept inputs from varieties of sources.
f. Develop a system capable of providing commitments, expenditures, and forecasts
reporting
g. Manage the final account process, retention and advance payment recoupment,
repayments, deductions, write-offs and keep track of any all variations.
h. Receive and review invoices for completeness and accuracy. Following the review,
process invoices for PMs, bidders, contractors, suppliers, and vendors and submit
monthly together with the progress reporting data used in the budget control
activities described above
i. Evaluate and forward all documents to Client together with a written
recommendation for payment processing in accordance with Client internal
processes
j. Prepare and submit monthly financial reports in a format to be agreed with Client
together with all supporting documentation
k. Establish an experienced and thorough commercial group to assess invoices and
variations
l. Integrate the financial MIS developed with the Client MIS

B. financing strategy including financial model

The PMC will develop:

a. Detailed financial model of the various components of IMC project over the
specified duration e.g., 10 to 50 years: GDP, job creation, tax revenues, capital
expenditure, investment mix- private vs. public/ equity vs. debt, yearly cash flows
etc.
b. Land monetization strategy based on population/ demographic growth forecast,

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including optimal real estate asset class (e.g., mass v/s premium, residential vs.
commercial), FSI/ zoning norms, auctioning strategy and sequencing strategy for
monetizing land parcels to maximize recovery
c. Overall guidelines to help client identify potential sources of finance through
identification of the types of investors, typical characteristics, preferences and risk
return profiles
d. Identify attractive financial instruments (e.g., equity bonds, refinancing options)
and risk mitigation mechanisms (credit guarantees, debt underpinning, performance
guarantees) to improve the overall risk-return profile of each asset class

C. Public Private Partnership (PPP) Management

The PMC will:

a. Develop and implement a strategy and plan for obtaining and managing Public
Private Partnerships for the Programme.
b. The PMC will investigate the statutory, legal, and financial aspects of the PPP
delivery models available in India and develop screening and comparative financial
models to assess the feasibility of delivering the base infrastructure projects using
the PPP delivery approach. The PPP analysis must incorporate input for the key
stakeholders e.g., MPIDC / SPV, Government of India/ Government of Madhya
Pradesh, Planning commission etc.
c. For PPP projects being implemented by other agencies in Madhya Pradesh which
have an impact on the PM MITRA PARK’s implementation, the PMC will provide
coordination and technical support.
d. PMC will assist the Client and PPP transaction advisory consultants in preparing
PPP pitch documents for attracting investors/ operators and conducting investor
outreach and communications.
e. Shall assist Client in the tendering and selection of specialized PPP consultants, if
required for transaction advisory and structuring.
The PMC will monitor and manage the work of the third-party PPP consultants so as to
ensure seamless execution.
25. Human Resources and Organizational Development

A. Resource Management

The PMC will:

a. Develop and implement a Programme Resourcing Strategy to ensure that the PMC
will maintain the appropriate level of resources and skill sets throughout the life of
the contract.
b. Monitor that Contractors have adequate resources in place.
c. Monitor and regularly report on changes in workload caused by contract

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modifications, change in scope, or scheduling issues – both from the PMC and the
contractors.
d. Ensure the resources, including subject matter experts to undertake short term
technical reviews and other scheduled tasks are available to meet the PMC needs.

B. Organizational development

The PMC will:

a. Monitor the development and implementation of any plans to address changes
required to the PMC organization resulting from the delivery of the Programme
b. Ensure that any significant development of new business processes and procedures
is adequately documented as part of the overall design process and ensure these are
developed as part of a coherent and agreed Business Architecture
c. Monitor the development of any related policy changes, procedures, forms, staffing,
job descriptions, remuneration, organizational structure and responsibilities,
training, checklists, development of new metrics/ KPIS, customer services and
implementation support

26. Information Technology (IT) Management

This function includes Programme, project and information management tools and
applications for the PMC to monitor and assess progress and deliverables with respect to
project planning and scheduling, risk management, resource management, procurement and
contract management, administration, and management reporting functions. Information
management systems e.g., servers, software, licenses etc. will be provided and hosted by
the PMC subject to the approval of Client/State Nodal Agency as applicable. The assets
procured shall be owned and registered in the name of Client/ State Nodal Agency as
applicable. The PMC will:
a. Develop a detailed IT implementation schedule for the web-based Management
Information System (MIS) proposed for the Programme, along with a description of any
requirements for IT hardware & software proposed to be procured. This would be
finalised based on the approval of Client as applicable.
b. Develop and implement a web-based MIS (including a dashboard) for the Programme
and manage the system operation, including software licenses and hardware
maintenance
c. Ensure that the information is kept up to date and knowledge is transmitted to the
Programme team and to Client, State Nodal Agency, PMs, bidders, contractors,
suppliers and stakeholders in a timely fashion using the web-based tools
d. Develop and implement a MIS which will provide accurate and timely reports to Client/
in electronic and hard copy format
e. In consultation with Client, implement a suitable web-based Programme management

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information system (PMIS) and dashboard that will function as a platform for
communications / collaboration, document storage and distribution, reporting, contract,
and Programme management. The platform will be accessed and used by NICDC / SPV,
its consultants, PMs, stakeholders, bidders, suppliers, and contractors. The software,
servers and database shall be provided by the PMC and can be located in the
consultant’s home office or the field PMO.
f. The PMC shall use the “provisional amounts shown in Form 4D (out of pocket
expenses) for hardware (e.g., servers) and software (e.g. scheduling, cost management,
document management software licenses)
g. The PMC shall use the “provisional” amounts shown in Form 4D for web hosting
charges and software license costs for up to 20 users
h. Train Client/ State Nodal Agency staff in the utilization of the web-based system and
ensure knowledge transfer across the teams on a continuous basis

27. Programme Administration

The PMC will:

a. Monitor contractor progress on projects within the Programme
b. Implement a process improvement Programme
c. Provide and manage professional resources and support services. These services
include:
d. Provide staff to perform regular project management functions of the projects
e. Define, build, and implement project management practices and support expansion and
development of new project management practices.
f. Implement project management practices including processes, tools and templates for
Project Mobilization, Status Reporting, Issue Management, Risk Management, Quality
Management, Project Planning, Meeting Management, Project Closeout and Lessons
Learned
g. Build and support a website for the New City in conjunction with the overall Client
website
h. Maintain and provide documents for an internal Client website focused on project
management manuals that define project management processes, standards, procedures,
roles and responsibilities, tools, templates, and processes, and project information
related to PMC projects
i. Conduct weekly project management support meeting with contractors’ project
managers focused on supporting the project management practices and the completion
of the weekly status report
j. Maintain project plans for each project

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k. Provide support and training in PMO processes, procedures, tools and templates to
Client/ State Nodal Agency staff
l. Arrange and facilitate periodic coordination and review meetings with contractors and
generate acceptance checklists
m. Oversee the implementation and completion of each stage and the successful
achievement of project milestones
n. Provide consulting services in special technology areas as necessary and requested

28. Programme Assurance Functions

The Programme Assurance Functions include quality, health and safety, sustainability and
environment, and security.

A. Quality Assurance

The PMC will:

f) Establish the quality control frameworks and develop templates along with
measures for ensuring quality control compliance
g) Establish a quality control plan and development Programme
h) Establish the quality assurance and control issues recorded
i) Establish the quality assurance inspection Programme
j) Oversee and manage the independent 3rd party consultants used for quality checks
and value engineering

B. Health and Safety

The PMC will:

k) Develop a Programme-wide strategic health and safety plan, as well as requirements
for project-specific plans, to enable the standardization of health and safety
practices and results across the Programme
l) Develop plans for the communication of requirements and assessment of
performance against these
m) Develop and deliver basic and specified health and safety training across the
Programme
n) Implement a Programme to monitor and evaluate health and safety practices and
performance, set a schedule for review and improvement of practices, and work
with the Client to determine an appropriate schedule to report on Programme-wide
performance

C. Sustainability and Environment

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The PMC will:
a. Develop and implement a framework that enables the Programme to define its
sustainability and environment goals and strategy, as well as Programme- and
project- level approaches and performance criteria to reach these goals
b. Monitor progress against these goals both at the project and Programme levels, and
to communicate these results to the Client

D. Security

The PMC will develop and implement a risk/threat assessment process and security/
asset protection strategy, processes, and plan which includes:
a) Crisis management response
b) Business continuity
c) Employee protection
d) Information security
e) Programme office
f) Facilities and job-site security

29. Capacity Building/ Knowledge Management

The PMC will:

a. Develop a Capacity Building strategy in conjunction with the Client that will anticipate
employment needs during Programme implementation phase.
b. If required, the PMC will identify gaps in the skills or capacity of the local staff, and
work with government and private sector partners to respond to evolving employment
needs by developing capacity and implementing specific training required to facilitate
successful delivery.
c. Identifying opportunities to develop local companies, build partnerships with
community organizations and stakeholders to successfully transition to a
comprehensive service delivery organization.
d. Develop and implement a training Programme for Client personnel to continue to
support the Programme-delivered capability after the contract period, and how they
propose to ensure an effective handover of such activities.
e. Develop and maintain a “lessons learned” (knowledge management) system that will
be used in implementing future city Programmes.

2. TEAM COMPOSITION

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2.1 PMC would be required to deploy to SPV an appropriate team consisting of professionals
as per the requirements mentioned in Clause 4 below.

2.2 The broad expectations from the Personnel that would be proposed for the project are as
follows:

(a) The Key Personnels (i.e., the “Core Team”) should have experts as detailed in
Clause 4 below.
(b) The Consultant shall ensure that the appropriate team shall be deployed on an
exclusive basis in order to ensure the required coordination with SPV, and to
complete the project or tasks assigned.

(c) Any changes to the Core Team/ deployed personnel shall be subject to the
restrictions outlined in the General Conditions of Contract

(d) In case of replacement of personnel or deployment of additional manpower, if

any, the decision of SPV shall be final and binding.

(e) Consultant shall have no claim for additional costs arising out of or incidental to
any removal and / or replacement of Personnel.

2.3 Since an array of disciplines is required from time to time, the PMC should propose a
resource pool across disciplines, which may be approved by SPV. Through the resource
pool, the PMC shall ensure access to services of its technical, commercial, financial,
legal, contractual and other experts, as and when required enabling the Core Team to
give all-inclusive comment / opinion on the queries / matters forwarded by SPV.

2.4 Consultant shall ensure that services of the Core Team are provided full time for the
contractual period. Services of other technical, commercial, financial, contractual and
legal experts from the resource pool would normally be on call down basis. For resource
pool, man days will be paid in accordance with the Clauses of General Conditions of
Contract.

3. MINIMUM REQUIRED EXPERIENCE AND EXPERTISE OF PROPOSED

CORE TEAM AND RESOURCE POOL

3.1 List of Minimum Key Personnel

S. No Position No. Educational Background and Experience

1 Programme 1 No.  Master’s degree in civil engineering or Planning/ equivalent

Director preferably with active Registration with a relevant recognized
international/ national professional association or institute or a

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Project Management Professional or similar certification from a
relevant recognized international/national body or institution.
 Minimum of 25 years progressively senior experience in all facets
of infrastructure including planning, design, construction, and
Programme management.
 Experience in at least 1 Programmes in leadership capacity
(Programme /project Director) of similar Experience (as defined in
the eligibility criteria) during the last 10 years.
Relevant documentation should be provided.
2 Contract 1 Nos.  Graduate in Civil Engineering / Contract Management or equivalent
Expert qualification from a reputed institute.
 Minimum 15 years of experience working on large infrastructure
projects with a strong experience and understanding cash flow, MIS,
revenue assurance and land related matters.
 Minimum 10 years of progressively responsible positions in
procurement and contract / commercial management for Large
Infrastructure programmes/projects on PPP and non-PPP basis.
 Should have worked in the similar capacity for at least 1 project
within the last 05 years.
3 Project 1 No.  Graduate in Engineering or related field e.g., construction
Controls, management with experience in analysis of “delay claims” and
Planning and creating claim schedules.
MIS Manager  Minimum 15 years of progressive Programme or project experience
 Minimum 5 years’ experience on large scale Infrastructure
programmes/ projects.
 Experience with scheduling software e.g., Primavera P6
 Familiar with web-based tools
 Experience with project management documentation standards for
schedules.
 Experience in development of used of web based tools and
programme management dashboard.
 Should have worked in the similar capacity for at least 1 large scale
infrastructure programme/ project within the last 05 years.
4 Programme 1 No. • Should be Graduate in any discipline and preferably with post-
ICT Manager graduation in Computer Science/Information
Technology/Electronics and Telecommunication.
• Should have minimum and exclusive ICT experience of 15 years
and should have headed / lead complete (end to end) ICT
Infrastructure, Platforms, and smart services implementation for at
least 3 city/state/nation level Projects (in developed/ developing
countries).

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• Should have worked in the similar capacity for at least 1 project

within the last 05 years.
5 Design 1 No.  BE/B.Tech with min. 10 years of work experience and should have
Manager worked in at least in 1 similar project viz. Road/Water Supply
(Design Head) projects

Notwithstanding anything to the contrary, the Personnel designated as Key Professionals

preferably be employees of the Consultant, or in the case of a Consortium, employees of any of
its Members.

Resource Pool

In addition to the PMC deployed at SPV /Site offices, the Consultant shall have an
experienced pool of subject matter experts, based out of their home office. These
resources / SME shall be deployed at SPV/Site office during the course of the project.
Anticipated person month inputs for each resource / SME are estimated, over the period
of 3 years. This deployment shall be agreed in writing with Employer prior to
deployment.

Sl.
Functional Role / Discipline
No.
1. Urban and Regional Planner
2. GIS Expert
3. Transportation Planner
4. Roads/Highway Expert
5. Water Supply Expert
6. Sewerage & Wastewater Expert
7. Power Infrastructure Expert
8. ICT Design Expert
9. MEP Expert (Buildings)
10. Structural Design Engineering
11. Environmental/Sustainability expert
12. MIS Expert cum Document Controller
13. Programme/Project Planning/Scheduling
14. Cost Engineer

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Sl.
Functional Role / Discipline
No.
15. Health & Safety
16. QA/QC Manager
17. Civil Engineering
18. Mechanical Engineering
19. Marketing Expert
20. PPP, Economic and Financial Expert
21. Legal and Regulatory Expert
22. Construction Engineers
Total

Miscellaneous

(a) Curriculum vistas of the proposed personnel for the above stated resource pool
need not to be submitted in the technical proposal. But these Curriculum vistas
shall be approved by Employer prior to start of works/deployment.

4. Institutional And Organisational Arrangement For Services

Details of Contract Manager of SPV:

XXXX, SPV or any other person authorized by the Client.

5. Reporting Requirements

Reporting requirements shall be as per Clause 5 of this ToR.

6. Milestones/Deliverables and the Time Schedule for Milestones/Deliverables

6.1 Payment Linked to EPC Contractor’s Financial Progress

● The Project Management Agency (PMA) shall receive payments based on the
financial progress of the EPC Contractor. The payment shall be made in
proportion to the certified work completed by the EPC Contractor, subject to
validation by the client.

6.2 Validation & Due Diligence Requirement

The PMA shall submit a Validation Report for each running bill of the EPC Contractor,
ensuring that all deliverables, quality checks, and due diligence requirements outlined in
the Scope of Work are met. The Validation Report shall include, but not be limited to:

▪ Physical progress verification

▪ Material and workmanship quality checks

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▪ Compliance with approved design, specifications, and timelines

6.3 Final Approval by the Client

● No bill submitted by the EPC Contractor shall be processed for payment without
the explicit validation and approval of the client.
● The PMA must submit its validation report to the client for scrutiny before
recommending the bill for payment. The client reserves the right to conduct an
independent verification and reject or modify the bill amount if discrepancies are
found.

6.4 Liability in Case of Non-Compliance

● If at any stage it is found that the PMA has falsely validated any work or failed to
report discrepancies in the EPC Contractor’s work, the SPV reserves the right to:
▪ Withhold payments to the PMA
▪ Impose penalties as per the tender conditions.
▪ Terminate the contract if the breach is found to be deliberate and
recurring.

6.5 Retention & Security Measures

● A retention amount of 10% of each payment shall be withheld and released only after
successful completion and verification of the final project milestones.
● The PMA shall indemnify the SPV against any financial losses arising due to
misreporting, negligence, or collusion in validating incorrect bills.

7. Facilities and background materials:

Office Space and Administrative Services may be provided by SPV, as feasible.

8. Statutory and contractual obligations to be complied with by the Consultant:

The Consultant shall comply with all Applicable Laws and adhere to the terms and
conditions of the Contract while performing their obligations under this Agreement.

For the purpose of this Clause, “Applicable” means all applicable laws of India ,
including statutes, bye-laws, rules, regulations, notifications, circulars, orders,
ordinances, protocols, codes, guidelines, policies, notices, directions, made pursuant
thereto, all applicable schemes, guidelines, administrative and departmental regulations
of governmental authorities having authority or jurisdiction, all judgments, decrees,
injunctions and orders of any court or tribunal of competent jurisdiction and any other
instruments having the force of law in the India as they may be issued and in force from
time to time;

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Section 7: Standard Form of Contract

CONTRACT FOR CONSULTANCY SERVICES

between

[Name of Client]

and

[Name of Consultants]

Dated:

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1. Format 1: Form of Contract

Contract to undertake [name of assignment]

This Contract for Consultancy Services (herein called the “Contract Agreement”) is made at
Bhopal on the [___] day of the month of [________], by and between

The SPV, hereinafter referred to as the “Client” which expression unless repugnant to context
or meaning thereof shall include its successors, affiliates and assigns) of the First Part.

AND

{[●] (a [company] incorporated under [●], having its registered office at [●], hereinafter
referred to as the ―Consultant, which expression unless repugnant to the context or meaning
thereof shall include its successors and permitted assigns).} (Applicable for Single Entity)

OR

{[●], (a [company] incorporated under [●], having its registered office at [●], hereinafter
referred to as ―[ABC]); and

[●]; (a [company] incorporated under [●], having its registered office at [●], hereinafter referred
to as ―[XYZ]).

[ABC] and [XYZ] are hereinafter collectively referred to as “Consultant”, which expression
shall, unless repugnant to the context or meaning thereof, include the successors and permitted
assigns of the Members

WHEREAS

(A) National Industrial Corridor Development Programme (“NICDP”) is a central sector scheme
intended to create greenfield industrial smart cities/clusters of global standards. These
industrial cities/clusters are built ‘ahead of demand’ with ‘plug-n-play’ infrastructure & ICT
enabled utilities, walk to work culture facilitating manufacturing investments. These projects
are developed in partnership with State Governments. Government of India provides funds
as equity and/or debt for trunk infrastructure development and States provide land as their
equity contribution.

(B) The PM Mitra Park, Dhar is priority project under the Master Developer being developed by
the Government of MP

(C) The aim is to develop a Smart Integrated Industrial City with an excellent state-of-the art
infrastructure facilities and professional management to attract and support investments in
industrial and allied sectors. The objectives of development are to:

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1. Provide a boost to manufacturing activity in state of Madhya Pradesh.

2. Promote integrated development of industrial, urban, social and transport
infrastructure and
3. Support the state and central government’ objective under NMP, “Make in India
theme” and the “Act East Policy”.

(D) The Project will be developed on the 881.34 hector land situated in the village Bhesola and
Dotrya of the tehsil Badnawar of district Dhar (MP)

(E) PM MITRA Park Madhya Pradesh Ltd., a Special Purpose Vehicle, which is a 49:51 JV
between MOT and GoMP has been set up for implementation of PM MITRA PARK Project.
Whereas, GoMP and its implementing agency (MPIDC) has been mandated to act as a
project development company which undertakes various pre-feasibility, feasibility, master
planning and engineering studies for developing PM Mitra Park.

(F) To effectively manage and monitor the progress of PM MITRA, the establishment of a
Project Management Consultant (PMC)has been deemed essential by SPV. The PMC will
be responsible for monitoring and management the overall execution of these projects,
ensuring alignment and coordination between various stakeholders, including the EPC
Contractor which have been previously appointed as well as which will be appointed for PM
MITRA PARK project to ensure adequate monitoring, coordination and the overall
execution of the project.

(G) With the aforesaid background, the Client had issued a letter of invitation to interested
Applicants, a copy of which is annexed as Appendix G, and called for Proposals, vide its
Request for Qualification–cum–Request for Proposal dated [●] (“RfQ–cum–RfP”), for the
appointment of a Project Management Consultant (PMC) for Infrastructure Development of
PM Mitra Park, Dharin Madhya Pradesh under HNIC Project in accordance with the terms
specified in the RfQ–cum–RfP.

(H) The Consultant, {which is a joint venture consortium comprising of (i) [●] and (ii) [●])} had
submitted a financial and technical proposal for the Project in accordance with the RfQ –
cum–RfP and has represented to the Client that it possesses the required professional skills,
personnel and technical resources to provide the consulting services as specified in the RfQ
–cum–RfP;

(I) After the evaluation of the proposals submitted by the Applicants, the Client shortlisted the
Proposal submitted by the Consultant. Thereafter, the Client and the Consultant participated
in negotiations pursuant to which the Consultant was issued a letter of award , a copy of
which annexed hereto;

(J) The Consultant has proposed to the Client to render certain consulting services and the Client
has agreed to avail of such services from the Consultant, in accordance with the terms and
conditions specified in this Contract.

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NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. CONTRACT

The Parties shall be bound by the terms and conditions contained in this Contract.

“Contract” shall mean, collectively, this Cover Agreement, the General Conditions of Contract
(“GCC”), the Special Conditions of Contract (“SCC”), the Appendices listed below, all Work
Orders, Supplementary Work Orders and any other appendices, annexes, schedules, exhibits
and documents that may from time to time be attached hereto or thereto, or incorporated herein
or therein, and as any or all of the same may be amended, modified or supplemented, or
superseded, from time to time in accordance with the terms of the Contract.

The following Appendices shall form an integral part of this Contract:

Terms of reference containing, inter-alia, the Description of the Services and

Appendix A reporting requirements.

Key Personnel, Resource Pool and Sub Professional Personnel, Task

assignment, work programme, manning schedule, qualification requirements
Appendix B
of key Personnel, resource pool.

Approach and methodology.

Appendix C

Duties of the Client.

Appendix D

Cost Estimate.
Appendix E

“Conformed Document” which incorporates all the changes, modifications

Appendix F and results of the contract discussion.

Copy of Letter of Award.

Appendix G

Copy of letter of Award/ acceptance by consultant.

Appendix H

Copy of Bank Guarantee for Performance Security.

Appendix I

Clarifications.
Appendix J

Hours of work for Consultants’ Personnel.

Appendix K

Appendix L Correspondences.

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2. RIGHTS AND OBLIGATIONS

2.1 The mutual rights and obligations of the Client and the Consultant shall be as set forth in the
Contract; in particular:

a. The Consultant shall carry out the Services in accordance with the provisions of the
Contract including without limitation, the Terms of Reference (as set forth in
Appendix-A) annexed herewith and, in the manner, set out in Approach and
Methodology (as set forth in Appendix-C) submitted by the Consultant along with
the Proposal;

b. The Client shall be responsible to comply with the Duties of the Client (as set forth
in Appendix-D) and make payments to the Consultant based on the monthly rates
for the Consultant’s Key Professional and the Additional Personnel (as set forth in
Appendix-E), in accordance with the provisions of this Contract against completion
of the milestones.

2.2 The Consultant shall plan, monitor and control all aspects of the Project to achieve on- schedule
delivery of the Project, in compliance with the quality standards specified by the Client for the
various components of the Project, within the estimated budget. Without prejudice to the
generality of the foregoing, the Consultant shall:

a. Perform the Services as detailed in the Terms of Reference (as set forth in Appendix-
A) and each Work Order and Supplementary Work Order, including any services
that are reasonably inferable there from in accordance with Good Industry Practices.

b. Be responsible for the planning, integration and administration of the Project.

c. Coordinate and manage works related to the Project.

d. Monitor the progress of various components of the Project and the performance of
the contractors, other consultants, design professionals and other entities involved
in execution of the Project.

e. Prepare the preliminary design for the trunk infrastructure envisaged

f. Identify risks, problems and issues related to the Project and escalate them as
appropriate.

g. Coordinate and liaison with the contractors, other consultants and other entities
involved in the development of the Project.

h. Ensure effective communication between the various entities involved in the

execution of the Project, governmental authorities and other stakeholders.

i. Arrange meetings with various entities, in consultation with the Client and maintain
records of the proceedings.

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j. Manage resources made available for the Project.

k. Maintain relevant documentation related to the Project

3. PRIORITY OF DOCUMENTS

The Cover Agreement and other documents comprising this Contract are to be taken as
mutually explanatory. The Parties expressly agree that to the extent of any conflict,
inconsistency or contradiction between any Clauses forming part of the documents constituting
this Contract, the documents shall be interpreted in the following order of precedence:

a. The Cover Agreement will override all provisions of other documents comprising
the Contract.

b. The provisions of the SCC shall be subject to the Cover Agreement but shall override
all provisions of other documents comprising this Contract.

c. The provisions of the GCC shall be subject to the Cover Agreement and the SCC
but shall take precedence over all other documents comprising this Contract.

d. The Appendices shall be subject to each of the Cover Agreement, SCC and the GCC.

e. Within each of the documents comprising this Contract, in case of any ambiguities
or discrepancies, the specific Clause relevant to the issue will prevail over the
general Clauses.

4. WORK ORDERS

4.1 The 1st year Work Order is to be undertaken by the Consultant and to be completed within 1
(one) year of the Effective Date. In the event the Client exercises its option to extend the term
of this Contract beyond the First Year or any Subsequent Year (as the case may be) in
accordance with Clause 2.3 of the SCC, the Client shall, in consultation with the Consultant,
issue specific Work Orders in respect of each such Subsequent Year, which shall be subject to
the terms and conditions of this Contract.

4.2 The Work Orders shall contain detailed provisions regarding the scope of Services, staffing
level (including the Key Professional and Additional Personnel expected to be deployed for
performance of the Services), quantum of work required from the Key Professional and the
Additional Personnel, a list of approved sub-consultants (based on the list of proposed sub-
consultants provided by the Consultant), Deliverables and the Milestones in respect of each
deliverable under such Work Order, schedule for submission of deliverables, payment
schedule, Work Order Value and other such issues in respect of the Services to be performed
by the Consultant.

4.3 Subject to the maximum OPE and Contract Fee Ceiling in accordance with the provisions of
this Contract, the sum of the aggregate fees payable to the Consultant and the aggregate
reimbursable OPE in respect of all Work Orders and Supplementary Work Orders issued during
the term of this Contract shall not exceed the Contract Value Ceiling as set forth in Appendix-
E.

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4.4 The Yearly Fee Ceilings, Yearly Contract Value Ceilings for the First Year and for each
Subsequent Year and the Contract Fee Ceiling are as set forth in Appendix-E. The deliverables
and the monthly Milestones in respect of each Deliverable and the maximum fee payable in
respect of each milestone of every deliverable (as a percentage of the Work Order Value) for
the Services to be performed in the First Year is as set forth in Section 6 (Terms of Reference).
The Parties agree that, except for the Yearly Fee Ceiling for the First Year which shall not be
subject to change except as expressly provided in this Contract, the Yearly Fee Ceiling for any
Subsequent Year may be subject to a proportionate increase or decrease at the time of issuance
of a Work Order in the event the Client increases or reduces the level of deployment as set forth
in the RfQ-cum-RfP.

4.5 In respect of each Subsequent Year, the Client shall at least 60 (sixty) days prior to the
commencement of each Subsequent Year, consult with the Consultant on the level of
deployment and effort of the Key Professional and Additional Personnel, as applicable,
required by the Consultant in respect of each deliverable under the Work Order to be issued by
the Client for the immediately Subsequent Year and the division of such man-months between
the Key Professional and the Additional Personnel. The Client shall also consult with the
Consultant regarding identification of the Milestones in respect of each Deliverable under a
Work Order and the maximum fee payable in respect of a Milestone of every Deliverable to be
specified in the Work Order.

4.6 The Consultant shall, no later than 45 (Forty-Five) days prior to each Subsequent Year, also
provide to the Client a list of sub-consultants (together with details of the experience of such
proposed sub-consultants) that it proposes to engage in relation to the Services to be rendered
in such Subsequent Year and also such other details as may be sought by the Client.

4.7 The Consultant agrees and acknowledges that it would be obliged to effect the Services set out
in any Work Order even if it disputes the quantum of work required from the Key Professional
and the Additional Personnel, Milestones or Deliverables identified or any other particulars as
set forth therein. Pending resolution of such dispute in accordance with Clause 5 of the Cover
Agreement, the Client will pay for the Milestones achieved under such Work Order as per the
terms thereof.

5. GOVERNING LAWS, JURISDICTION, AND DISPUTE RESOLUTION

5.1 Governing Law and Jurisdiction

This Contract, its meaning and interpretation, and the relation between the Parties shall be
governed by and be construed and interpreted in accordance with Laws of India and subject to
Clause 12 of the GCC, the courts of Bhopal. India shall have exclusive jurisdiction over all
matters arising out of or relating to this Contract.

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

FOR AND ON BEHALF OF SPV WITNESS NO. 1:

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____________________________ NAME OF THE WITNESS:

BY AUTHORISED REPRESENTATIVE SIGNATURE;
NAME: ADDRESS:
DESIGNATION:

FOR AND ON BEHALF OF [CONSULTANT] WITNESS NO. 2:

______________________________ NAME OF THE WITNESS:

BY AUTHORIZED REPRESENTATIVE SIGNATURE:
NAME: ADDRESS:
DESIGNATION:

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2. Format 2: General Conditions of Contract (GCC)

1. GENERAL PROVISIONS

1.1 Definitions

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

“Additional Personnel” means Personnel other than the Key Professional engaged by the
Consultant in respect of the Services, in accordance with the terms of this Contract;

“Affected Party” has the meaning ascribed thereto in Clause 2.4.1(1) of the GCC;

“Affiliate” means, with respect to a Party, a public or a private company or other entity that
directly or indirectly controls, or is controlled by, or is under common control with, such Party.
For the purposes of this definition, “Control” means the right to cast more than 26% (twenty
six percent) of the votes at a general meeting (or its equivalent) of such Party or company or
entity, or ownership of more than 26% (twenty six percent) of the equity share capital or other
ownership interests in such Party or company or entity, or the right to appoint majority of
directors on the board of directors of such Party or company or entity, or the right to direct the
policies or operations of such Party or company or entity;

“Applicable Law” means all applicable laws of India, including statutes, bye-laws, rules,
regulations, notifications, circulars, orders, ordinances, protocols, codes, guidelines, policies,
notices, directions, made pursuant thereto, all applicable schemes, guidelines, administrative
and departmental regulations of governmental authorities having authority or jurisdiction, all
judgments, decrees, injunctions and orders of any court or tribunal of competent jurisdiction
and any other instruments having the force of law in the India as they may be issued and in
force from time to time;

“Applicant” means an individual entity or a consortium of entities that jointly submit a

Proposal in response to the RfQ-cum-RfP.

“Assets” mean tangible and intangible property, equipment, materials, tools, documents, or any
other items of value that are provided or made available to the Consultant by the Client in
connection with the performance of this Contract. These Assets may include, but are not limited
to, machinery, office equipment, software, intellectual property, and any other resources
necessary for the Consultant to fulfill its obligations under the Contract.

“Authorised Representative” has the meaning set forth in Clause 1.5 of the GCC;

“Bid Security” shall mean the bid security submitted by the Consultant with the Client in terms
of the RfQ-cum-RfP.

“Client” has the meaning ascribed thereto in the description of Parties in the Cover Agreement;

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“Code of Integrity” shall mean the code as specified under Clause 13 of the GCC.

“Commencement Date” has the meaning set forth in Clause 2.2.1 of the GCC;

“Conflict of Interest” has the meaning set forth in Clause 3.2.1 of the GCC;

“Consultant” has the meaning ascribed thereto in the description of Parties in the Cover
Agreement;

“Contract” has the meaning ascribed thereto in Clause 1 of the Cover Agreement;

“Contract Fee Ceiling” means the aggregate of the Yearly Fee Ceilings, as specified in
Appendix-E;

“Contract Manager” means the individual nominated by the Client who is responsible for
overseeing the administration and execution of this Contract.

“Contractual Material” has the meaning ascribed thereto in Clause 3.5.1 of the GCC;

“Contract Value Ceiling” means the sum of the Contract Fee Ceiling and the maximum
aggregate OPE (for a 4 (four) year term) that may be claimed by the Consultant under this
Contract;

“Deliverable” means a tangible or intangible output or result that the Consultant is required to
produce and provide to the Client as part of the Services. It shall be specified in the Work Order
(or the Supplementary Work Order as the case may be) and can include reports, documents,
software, or any other agreed product or outcome that demonstrates progress or completion of
a Work Order.

“Disclosing Party” has the meaning ascribed thereto in Clause 3.3.5 of the GCC;

“Dispute” shall have the meaning ascribed to it in Clause 12.2 of the GCC;

“Effective Date” has the meaning set forth in Clause 2.1 of the GCC;

“First Year” has the meaning ascribed thereto in Clause 2.3 of the SCC;

“Force Majeure” has the meaning ascribed thereto in Clause 2.4.11) of the GCC;

“GCC” means the General Conditions of Contract;

“GST” means Goods and Services Tax charged on the supply of material(s) and services. The
term “GST” shall be construed to include the Integrated Goods and Services Tax (IGST),
Central Goods and Services Tax (CGST), State Goods and Services Tax (SGST), and Union
Territory Goods and Services Tax (UGST) depending upon the context. It shall also mean to
include GST compensation Cess, wherever applicable.

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“GST Act” means the Good and Service Tax Act, 2017, and the rules made thereunder.

“Good Industry Practices” means the exercise of that degree of skill, diligence and care
including compliance with all Applicable Laws which would reasonably and ordinarily be
expected from a skilled and experienced consultant engaged in the same type of undertaking
under the same or similar circumstances;

“Government” means the Government of India;

“Indian Accounting Standards” mean the accounting standards notified by the Ministry of
Corporate Affairs, Government of India, under Section 133 of the Companies Act, 2013, read
with Rule 7 of the Companies (Accounts) Rules, 2014, as amended from time to time.

“Information” has the meaning ascribed thereto in Clause 3.3.1 of the GCC;

“Intellectual Property” means all intellectual creations, whether tangible or intangible,

including but not limited to inventions, patents, trademarks, trade names, service marks,
copyrights, trade secrets, industrial designs, know-how, proprietary information, databases,
software, literary works, artistic works, and all other forms of intellectual property, whether
registered or unregistered, that are created, developed, or acquired in connection with the
performance of this Contract.

“Intellectual Property Rights” means all legal rights and protections, whether registered or
unregistered, that arise in connection with the ownership and use of Intellectual Property,
including but not limited to patents, trademarks, copyrights, trade secrets, design rights, and
any other similar rights recognized by applicable law, as well as any applications, renewals,
extensions, and restorations thereof. These rights shall include the right to use, reproduce,
distribute, license, modify, and commercialize the Intellectual Property, subject to the terms
and conditions of this Contract.

“Key Professional” means the 7 (seven) member Project Management Consultant (PMC)
Personnel specified in Appendix-B;

“Lead Member” means the Consortium member designated as the ‘Lead Member’ during the
Selection Process pursuant to the RfQ- cum-RfP, who shall be authorized and entitled to act on
behalf of each of the Members comprising the Consultant in respect of their rights and remedies
under this Contract;

“Local Currency” means Indian Rupee symbolized with ‘₹’;

“Material Adverse Effect” means any event, circumstance, change, or effect that has a
material adverse impact on:

(a) the ability of a Party (including the Consultant) to observe, perform, or comply with any
of its rights, obligations, or responsibilities under and in accordance with the provisions
of this Contract; and/or

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(b) the legality, validity, binding nature, or enforceability of this Contract against any Party;
and/or

(c) the financial condition, operations, or business prospects of any Party, in a manner that
materially impairs their ability to fulfil their obligations under this Contract; and/or

(d) the overall Project or the Services being delivered under the Contract, such that it causes
substantial disruption or delay to the anticipated completion or performance timelines.

“Member” means any of the Consortium members, and “Members” means all of the
Consortium members together;

“Milestone” means a significant event or point within a Deliverable that marks the completion
of a specific phase under the Deliverable. It shall be specified in the Work Order (or the
Supplementary Work Order as the case may be) and can include internal reviews, achievement
of performance benchmarks, Client feedback sign-offs, or any other agreed indicator that
demonstrates significant progress or a necessary step toward the completion of a Deliverable.

“Notice of Default” means a notice of default given by one Party to the other in accordance
with provisions of the Agreement.

“OPE” means out of pocket expenses incurred by the Consultant in the course of performance
of Services under this Contract, as detailed in Appendix-E.

“Party” means the Client or the Consultant, as the case may be, and “Parties” means both of
them;

“Performance Security” means the irrevocable and unconditional bank guarantee provided
by the Consultant from a Scheduled Indian Bank as guarantee for the performance of its
obligations in respect of this Contract, in the form set out under Format 5 of Section 7 of the
RfQ-cum-RfP , and in accordance with the provisions of the SCC. For the purpose of clarity,
Scheduled Indian Bank shall mean State Bank of India and its Associates, Nationalised Banks,
Other Public Sector Banks and Private Sector Banks as prescribed in the Second Schedule to
the Reserve Bank of India Act, 1934.

“Personnel” means to include individuals engaged by the Consultant or any Sub-consultant

and assigned to perform the Services, or any portion thereof; provided that Personnel
constituting the Key Professional shall be employees of the Consultant {(or in case the
Consultant is a consortium, employees of any of the Members)};

“Project” refers to the Infrastructure Development of PM Mitra Park, Dhar(PM MITRA

PARK) in Madhya Pradesh as applicable to the context.

“RfQ–cum–RfP” means the RfQ–cum–RfP dated [to be inserted at the time of finalization]
issued by the Client for appointment of Project Management Consultant (PMC);

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“SCC” means the Special Conditions of Contract by which these General Conditions of the
Contract may be amended or supplemented.

“Scheduled Rate” means the rates specified under Appendix E.

“Selection Process” shall mean the methodology adopted by the Client under the RfQ-cum-
RfP for the short-listing of Applicants, evaluation of their Proposals, negotiations with
successful Applicant(s), and all other acts incidental thereto, prior to the execution of this
Contract.

“Services” means the work to be performed by the Consultant under the terms of this Contract.

“Site” has the meaning ascribed thereto in Clause 1.4 of the GCC;

“State Governments” means the government of the State in which the respective Projects are
located.

“Sub-consultant” means any entity to which the Consultant subcontracts any part of the
Services in accordance with the provisions of Clause 3.4.1 of the GCC.

“Subsequent Year” has the meaning ascribed thereto in Clause 2.3 of the SCC;

“Supplementary Work Order” has the meaning ascribed thereto in Clause 6.4.5 of the GCC.

“Taxes” means all forms of taxation, duties, fees, imposts, cess, deductions, levies and charges
pursuant to Applicable Laws (whether currently in force or coming into force on or after the
date of this Agreement), including but without limitation, GST, tax on supply of goods (which
includes but is not limited to residential and property tax, customs and other import and export
duties), stamp duty, capital duty or other similar amounts (but not including income tax,
corporation profits tax, capital gains tax and other amounts corresponding thereto and interest,
penalty or any other levy applicable on the income, profits, fringe benefits, personal taxes on
salaries earned by employees), and any interest, surcharge, penalty or fine in connection
therewith which may be payable by either Party on such transaction, property, matter
mentioned above, levies, cess, imposts, deductions, charges, fees and penalties, withholdings
and duties (including stamp, registration and transaction duties).

“Work Order” means a work order in respect of the Services to be rendered in the First Year
or any Subsequent Year, as the case may be, issued by the Client, in consultation with the
Consultant, detailing the scope of Services to be performed by the Consultant, the Deliverables,
the Milestones pertaining to each Deliverable and other details as required under this Contract;

“Works Plan” shall have the meaning ascribed to it in Clause 8.1.1 of the GCC;

“Work Order Value” means, in respect of a Work Order or a Supplementary Work Order, as
the case may be, an amount equal to the aggregate of the fees payable in respect of the
Deliverables under such Work Order or Supplementary Work Order, as applicable;

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“Yearly Contract Value Ceiling”, in respect of the First Year and each Subsequent Year,
means the sum of the Yearly Fee Ceiling for the First Year or Subsequent Year, as the case
may be, and the maximum aggregate OPE that may be claimed by the Consultant under this
Contract for the First Year or Subsequent Year, as the case may be;

“Yearly Fee Ceiling” means the fee ceilings specified in respect of the First Year and each
Subsequent Year in Appendix-E.

1.2 Interpretation.

In this Contract, unless otherwise stated or except where the context otherwise requires:

1 The singular includes the plural and vice versa and any word or expression defined in
the singular shall have a corresponding meaning if used in the plural and vice versa. A
reference to any gender includes the other gender.

2 A reference to any document, agreement, deed or other instrument (including, without

limitation, references to this Contract) shall be construed as a reference to the same as it
may have been, or may from time to time be, amended, modified, novated or substituted.

3 A reference to any Applicable Law includes any amendment, modification, re-enactment

or change in interpretation or applicability of such law and a reference to any statutory
body or authority includes a reference to any successor as to such of its functions as are
relevant in the context in which the statutory body or authority was referred to.

4 Where a word or phrase has a defined meaning, any other part of speech or grammatical
form in respect of the word or phrase has a corresponding meaning.

5 The words “include” and “including” are to be construed without limitation.

6 The terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer
to this Contract as a whole. Where a wider construction is possible, the words “other”
and “otherwise” shall not be construed ‘ejusdem generis’ with any foregoing words.

7 In the Contract, headings are for the convenience of reference only and are not intended
as complete or accurate descriptions of the content thereof and shall not be used to
interpret the provisions of the Contract.

8 any obligation not to do something shall be deemed to include an obligation not to suffer,
permit or cause that thing to be done. An obligation to do something shall be deemed to
include an obligation to cause that thing to be done.

9 the rule of interpretation which requires that a contract be interpreted against the person
or Party drafting it shall have no application in the case of this Contract.

10 References to a person (or to a word importing a person) shall be construed so as to

include:

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a. Individual, firm, partnership, trust, joint venture, company, corporation, body

corporate, unincorporated body, association, organization, any government, or
state or any agency of a government or state, or any local or municipal authority
or other Governmental Authority (whether or not in each case having separate
legal personality);

b. That person’s successors in title and assigns or transferees permitted in accordance

with the terms of the Contract; and

c. References to a person’s representatives shall be to its officers, Personnel, legal or

other professional advisors, subcontractors, agents, attorneys and other duly
authorized representatives.

11 Reference to a “day” shall mean a calendar day.

12 Reference to a provision of the GCC shall be a reference to such provision as may be

amended or supplemented by the SCC.

1.3 Scope of Services:

This Contract is for the performance and delivery of Services as described in Appendix A-
Terms of Reference, including the scope and quantum specified therein. The Services may be
further detailed in individual Work Orders or Supplementary Work Orders issued during the
First Year or any Subsequent Year.

1.4 Location

The Services shall primarily be performed at the SPV/Site offices located at Bhopal / Dhar
address. However, if the nature of the Services requires the Consultant to deploy personnel to
a different location, the Consultant shall deploy its personnel accordingly, notwithstanding the
generality of the foregoing. (“Sites”)

1.5 Authorized Representatives

1.5.1 Any action required or permitted to be taken, and any document required or permitted to be
executed, under this Contract by the Client or the Consultant may be taken or executed by the
officials designated in the SCC as the representatives of the Client and the Consultant
(“Authorised Representative”), as the case may be;

1.5.2 Provided that either Party may, from time to time, by giving a 15 (fifteen) days’ notice to the
other Party in writing, change its Authorised Representative.

Provided that in case the Consultant is a Consortium, the Authorised Representative of the
Consultant must be an employee of the Lead Member.

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1.5.3 Notwithstanding anything to the contrary in this Contract, the Client’s Authorised
Representative shall have no authority to:

a. Amend, alter, modify or waive any provision or term of this Contract, or

b. Relieve the Consultant of any of its duties, obligations or responsibilities under this
Contract, or

c. Waive any failure or breach on the part of the Consultant.

1.6 Taxes and Duties

1.6.1 The Contract Value Ceiling, the Contract Fee Ceiling, the Yearly Contract Value Ceiling, the
Yearly Fee Ceilings and the Contract Fee Ceiling stipulated in this Contract shall be deemed to
include all the Taxes. Further, the Consultant shall administer, bear and pay all Taxes, including
any Taxes in connection with the performance of the Consultant’s obligations under this
Contract and the payments to be made by the Client to the Consultant.

1.6.2 If applicable under Applicable Law, the Client shall deduct from all payments and deposit
required taxes to respective authorities on account of GST Reverse Charge Mechanism; Tax
Deducted at Source (TDS), and Tax Collected at Source (TCS) relating to Income Tax, labour
cess, royalty etc.

1.6.3 Payment of GST Tax under the Contract:

1 The payment of GST and GST cess to the Consultant shall be made only on the latter
submitting a GST compliant Bill/ invoice indicating the appropriate HSN code and
applicable GST rate duly supported with documentary evidence as per the provision of
the relevant GST Act and the rules made there under. The delivery of Services shall be
shown as being made in the name, location/ state, and GSTIN of the beneficiary of the
Services only; the location of the procurement office of the Client has no bearing on the
invoicing.

2 Consultant who is required to comply with the requirements of E-invoice as per the GST
Act, all payments shall be made against proper e-invoice(s) only. Invoices issued in
violation shall not be processed for payment, as Client shall not be allowed to avail of
input tax credit against such invoices.

3 Returns and details required to be filled under GST Act regarding invoices (or e-
invoices) should be filed promptly by the Consultant. If input tax credit is not available
to the Client for any reason attributable to the Consultant, then the Client shall not be
liable to pay or reimburse GST claimed in the invoice(s) and shall be entitled to deduct
/ setoff/ recover such GST amounts together with penalties and interest, if any, by
adjusting against any amounts paid or becomes payable in future to the Consultant under
this contract or under any other contract.

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4 While claiming reimbursement of Taxes from the Client, as and if permitted under the
Contract, the Consultant shall also certify that in case it gets any refund out of such Taxes
from the concerned authorities at a later date, the Consultant shall refund to the Client,
the Client’s share out of such refund received by the Consultant. The Consultant shall
also refund the appropriate amount to the Client immediately after receiving the same
from the concerned authorities.

5 All necessary adjustment vouchers, such as credit notes/ debit notes for any short/ excess
delivery of Services or revision in prices or any other reason under the Contract, shall be
submitted to the Client in compliance with GST provisions.

6 GST shall be paid as per the rate at which it is liable to be assessed or has been assessed,
provided the provision of Services is legally liable to such Taxes and is payable as per
the terms of the Contract subject to the following conditions:

a. The Client shall not pay a higher GST rate if leviable due to any misclassification
of the HSN number or incorrect GST rate incorporated in the contract due to the
Consultant's fault. Wherever the Consultant invoices the Services at GST rate or
HSN number, which is different from that incorporated in the Contract, payment
shall be made as per GST rate, which is lower of the GST rates incorporated in the
Contract or billed.

b. However, the Client shall not be responsible for the Consultant's Tax payment or
duty under a misapprehension of the Applicable Law.

c. The Consultant is informed that the Consultant shall be required to adjust the
Schedule Rates to the extent required by a higher tax rate billed as per invoice to
match the all-inclusive price mentioned in the Contract.

d. In case of profiteering by the Consultant relating to GST, the Consultant shall treat
it as a violation of the Code of Integrity in the Contract and avail any or all punitive
actions thereunder, in addition to recovery and action by the GST authorities under
the Act.
7 The Consultant should issue receipt vouchers immediately on receipt of all types of
payments along with Tax invoices after adjusting advance payments, if any, as per
Contractual terms and GST Act.

8 Liquidated damages or any other recoveries should be shown as deductions on the

invoice, and GST shall be applicable only on the net balance payment due.

1.6.4 Statutory Variation Clause:

Unless otherwise stated in the contract, statutory increase in applicable GST rate only during
the original delivery period shall be to Client’s account. Any increase in the rates of GST
beyond the original completion date during the extended delivery period (excepting extension
under Clause 8.4 of the GCC) shall be borne by the Consultant. The benefit of any reduction
in the GST rate must be passed on to the Client during the original and extended delivery period.

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However, GST rate amendments shall be considered for quoted HSN code only, against
documentary evidence, provided such an increase of GST rates occurs after the last proposal
submission date.

1.6.5 Further, in the event that the Client receives notification or assessment of any Taxes (whether
as an agent, or in substitution of the Consultant, any Sub-consultants or its Personnel, servants,
agents or otherwise) in respect of or arising out of the performance of the Consultant‘s
obligations under this Contract which remain outstanding, the Client shall notify the Consultant
of the same and the Consultant shall promptly take all necessary action for settlement and/or
any other lawful disposal of such notification or assessment. Furthermore, the Consultant shall
pay forthwith on demand to the Client all costs including fines and penalties, which the Client
may incur as a result of:

1 the Client having been required by any governmental authority to pay any Taxes which
the Consultant is liable to bear hereunder; or

2 any cost actually sustained by the Client for failure by the Consultant to pay any Taxes
for which it is responsible under this Contract.

1.7 Joint and Several Liability; Collective Action by Members

1.7.1 In the event the Consultant is a Consortium, the Members shall be deemed to be jointly and
severally liable to the Client for the performance of this Contract. Without prejudice to the
foregoing, the Client shall be entitled to terminate this Contract in the event of any change in
the structure or composition of the Consortium, including the Lead Member ceasing to act as
such.

1.7.2 In the event the Consultant is a Consortium, without prejudice to the joint and several liability
of all the Members, each Member agrees that it shall exercise all rights and remedies under this
Contract through the Lead Member and the Client shall be entitled to deal with such Lead
Member as the representative of all Members. Each Member agrees and acknowledges that,
notwithstanding anything to the contrary in the memorandum of understanding or any other
such agreement or arrangement between the Members:

1 any decision (including without limitation, any waiver or consent), action, omission,
communication or notice of the Lead Member on any matters related to this Contract
shall be deemed to have been on behalf of the Consortium and shall be binding on the
same. The Client shall be entitled to rely upon any such action, decision or
communication from the Lead Member;

2 consolidated invoices for the Services performed by all the Members shall be prepared
and submitted by the Lead Member and the Client shall have the right to release
payments solely to the Lead Member and the Client shall not in any manner be
responsible or liable for the inter-se allocation of payments, works etc. among the
Members;

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3 any notice, communication, information or documents to be provided to the Consultant

shall be delivered to the Authorized Representative of the Consultant (as designated
pursuant to Clause 1.5) and any such notice, communication, information or documents
shall be deemed to have been delivered to all the Members.

1.8 Modifications/ Amendments, Waivers and Forbearance

1.8.1 Modifications/ Amendments of Contract

1 After the Contract has been signed, no modified provisions, including but not limited to
- modification of the Scheduled Rates, or the Contract Value Ceiling, or the Contract Fee
Ceiling, or the Yearly Contract Value Ceiling, or the Yearly Fee Ceilings or the Contract
Fee Ceiling, shall be applicable unless the Client suo-moto or, on request from the
Consultant, by written order, amend the Contract, at any time during the currency of the
Contract, by making alterations and modifications within the general scope of the
Contract. Requests for changes and modifications in the Contract may be submitted in
writing by the Consultant to the Client.

2 If the Consultant does not agree to the suo-moto modifications/ amendments made by
the Client, the Consultant shall convey their views within 14 (fourteen) days from the
date of amendment/ modification. Otherwise, it shall be assumed that the Consultant has
consented to the amendment.

3 Any verbal or written arrangement abandoning, modifying, extending, reducing, or

supplementing the Contract or any of the terms thereof shall be deemed conditional and
shall not be binding on the Client unless and until the same is incorporated in a formal
instrument and signed by the Client, and till then the Client shall have the right to
repudiate such arrangements.

1.8.2 Waivers and Forbearance

The following shall apply concerning any waivers, forbearance, or similar action taken under
this Contract:

1 Any waiver of Client’s rights, powers, or remedies under this Contract must be in
writing, dated, and signed by an Authorized Representative of the Client granting such
a waiver and must specify the terms under which the waiver is being granted.

2 No relaxation, forbearance, delay, or indulgence by the Client in enforcing any of the

terms and conditions of this Contract or granting of an extension of time by the Client to
the Consultant shall, in any way whatsoever, prejudice, affect, or restrict the rights of the
Client under this Contract, neither shall any waiver by Client of any breach of Contract
operate as a waiver of any subsequent or continuing breach of Contract.

2. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF

CONTRACT

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2.1 Effectiveness of Contract

This Contract shall come into effect on the date the Contract is signed by both the Parties or
such later date as may be stated in the SCC (“Effective Date”).

2.2 Commencement of Services

2.2.1 The Consultant shall commence the Services from the Effective Date or any date prior to that
with written approval from the Client (“Commencement Date”). If the Consultant does not
commence the Services within the aforesaid period or if the Consultant fails to provide the
Performance Security within the period specified in the SCC, the Client may, by not less than
7 (seven) days’ notice to the Consultant, declare this Contract to be null and void and this
Contract shall stand terminated in the event of such declaration, and the Consultant shall be
deemed to have accepted such termination.

2.2.2 Further, the Client may, in the event of such termination, forfeit the Performance Security as
liquidated damages and not as penalty, in respect of losses and costs incurred by the Client on
account of such termination.

Provided that in the event the Performance Security has not been submitted by the Consultant,
the Client shall be entitled to forfeit the Bid Security and claim the remaining sum (by which
the value of the Performance Security exceeds the Bid Security) from the Consultant as
liquidated damages. The Parties agree that the liquidated damages amounts specified herein are
a genuine pre-estimate as of the date hereof of damages likely to be incurred.

2.3 Term of the Contract

Unless terminated earlier pursuant to Clause 2.5 of the GCC, this Contract shall terminate at
the end of such time period as shall be specified in the SCC.

2.4 Force Majeure

2.4.1 Definition

1 For the purposes of this Contract, “Force Majeure” means an event, act, or
circumstances, or combination of events, acts or circumstances, which directly,
materially and adversely affects the Party's (“Affected Party”) performance of its
obligations pursuant to the terms of this Contract, but only if and to the extent that such
events, acts or circumstances are beyond the reasonable control of the Affected Party,
were not the fault of the Affected Party, were not reasonably foreseeable at the time of
execution of this Contract and could not have been prevented or overcome or mitigated
by the Affected Party through the exercise of Good Industry Practices.

2 Force Majeure includes, but is not limited to acts of God (but not including negligence
or wrongdoing), war, hostilities, acts of public enemy, riots, civil disorder, sabotage,
epidemics, quarantine restrictions, strikes or lockouts (excluding strikes or labour
disturbance at the facilities of the Consultant or Client) earthquake, fire, explosion,

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storm, flood or other adverse weather conditions (but not including predictable/seasonal
rain), any unlawful or unauthorised act, failure to act, restraint or regulation, of any
governmental authority (other than the Client) affecting the performance of its
obligations by the Affected Party hereunder; but shall not include the following
circumstances, except to the extent that they are consequences of an event of Force
Majeure:

1 unavailability of Personnel or unavailability, late delivery, or changes in cost of

any material, equipment, services, technology, software required for the
performance of the Services;

2 insufficiency of finances or funds, financial insolvency, financial distress or this

Contract becoming onerous to perform;

3 failure to comply with any Applicable Law; or

4 any delay or default of any Sub-Consultants or Personnel.

2.4.2 No Breach of Contract

1 The failure of or delay by the Affected Party to fulfil any of its obligations under
the Contract shall not be a breach of, or default under this Contract insofar as such
inability arises from an event of Force Majeure, provided that the Affected Party
affected by such an event:

a. has taken all precautions, due care and reasonable alternative measures in
order to carry out the terms and conditions of this Contract and to mitigate
the consequences of any event of Force Majeure; and

b. has informed the other party as soon as possible, and in any event within a
period of 10 (ten) days of the occurrence of the Force Majeure event:

a. about the occurrence of such Force Majeure event;

b. the dates of commencement and estimated cessation of Force Majeure

event, provided that in case of a continuing Force Majeure event, the
Affected Party shall provide periodic reports at intervals of not more
than 7 (seven) days; and;

c. the manner in which the Force Majeure event(s) affects the Affected
Party's obligation(s) under the Contract.

2 The Affected Party shall also notify the other Party of the cessation of the Force
Majeure event. The Parties agree that neither Party shall be able to suspend or
excuse the non-performance of its obligations hereunder unless such Affected
Party has given the notice specified above. Further, the Affected Party shall not

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be relieved of the performance of that part of its obligations under this Contract
which is not affected by the event of Force Majeure.

2.4.3 Extension of Time

If the Affected Party becomes unable to perform all or part of its obligations under this Contract
on account of an event of Force Majeure, the Affected Party shall be permitted an extension of
time for the performance of such obligations to the extent affected by the event of Force
Majeure and, if the Consultant is the Affected Party, it shall be entitled to an extension of time
for the performance of the relevant Services for a period equal to the time during which the
impossibility of performance due to Force Majeure continues.

2.4.4 Payments

1 During the period of existence of an event of Force Majeure, to the extent the Consultant
is unable to perform any Services as a result of such event of Force Majeure, the
Consultant shall not be entitled to continue to be paid under the terms of this Contract or
to be reimbursed for any costs incurred by it during such period (except to the extent
such costs relate to that part of the Services that the Consultant continues to perform in
accordance with the provisions of this Contract), provided that the Consultant shall be
paid reasonable and properly incurred expenses in demobilising and reactivating the
Services after the end of such period.

2 In the event that a Force Majeure event affecting the Consultant’s ability to discharge its
obligations under the terms of the Contract, the Consultant and the Client shall engage
in discussions and mutually agree on any necessary adjustments to the scope, level, or
schedule of the Services provided by the Consultant, as well as any corresponding
changes to the Consultant’s remuneration. Any such mutually agreed adjustments shall
be formalized through the issuance of a Supplementary Work Order by the Client.

2.5 Termination

2.5.1 Termination by the Client

The Client may terminate the Contract if:

1 the Consultant becomes insolvent or bankrupt or is unable to pay its debts as they become
due, or admits in writing its inability to pay its debts or makes an assignment for the
benefit of its creditors;

2 any meeting is convened for consideration of a resolution for, or a resolution is passed

for the voluntary winding up of the Consultant, or if the Consultant commences a
voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other
similar law now or hereafter in effect, or consents to the entry of an order for relief in an
involuntary proceeding under any such law, or consents to the appointment or taking
possession by a receiver, liquidator, assignee (or similar official) for any part of its
property;

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3 an involuntary proceeding against the Consultant has been commenced under any
applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in
effect, or in any case, proceeding or other action for the appointment of a receiver,
liquidator, assignee (or similar official) for any part of its property, or for the winding up
or liquidation of its affairs, or other action has been presented to a court or other
governmental authority, and such proceedings are not dismissed, withdrawn or stayed
within 60 (sixty) days of such commencement;

4 the Consultant fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Clause 12 of the GCC;

5 any document, information, data or statement submitted by the Consultant in its proposal
in response to the RfQ-cum-RfP, based on which the Consultant was considered eligible
or successful is found to be false, incorrect or misleading; or any representation or
warranty of the Consultant set forth in this Contract is found to be false, incorrect or
misleading;

6 the Consultant submits to the Client a false statement which affects the rights, obligations
or interests of the Client;

7 the aggregate liquidated damages payable by the Consultant under Clause 10 of the GCC
exceed the ceiling specified thereunder;

8 a Material Adverse Effect occurs and the Consultant fails to cure the same with a period
of 14 (fourteen) days from the receipt of Notice of Default;

9 there is a breach of the Consultant's obligations under Clause 3 of the GCC and the
Consultant fails to cure the same with a period of 14 (fourteen) days from the receipt of
Notice of Default;

10 the Consultant repudiates or abandons this Contract or otherwise takes any action or
evidences or conveys an intention not to be bound by this Contract and the Consultant
fails to cure the same with a period of 14 (fourteen) days from the receipt of Notice of
Default;

11 there is any other breach of the Consultant of the provisions of this Contract (including
any change in the structure or composition of the Consortium constituting the
Consultant, including the Lead Member ceasing to act as such) or if the Consultant does
not remedy a failure in the performance of its obligations under the Contract to the
satisfaction of the Client, within a period of 14 (fourteen) days from the receipt of Notice
of Default;

12 as the result of Force Majeure, the Consultant is unable to perform a material portion of
the Services to be performed under a Work Order or a Supplementary Work Order, as
the case may be, for a continuous period of more than 90 (ninety) days; or

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13 the Client, in its sole discretion and for any reason whatsoever, decides to terminate this
Contract.

The Members constituting the Consultant further agree and acknowledge that the occurrence
of the events listed in this Clause 2.5.1 of the GCC in respect of any Member shall be deemed
to be occurrence of such event in respect of all the Members and the Consultant and the Client
shall have the right to terminate this Contract in accordance with the provisions hereof

Upon the occurrence of the any of the events specified above, the Client shall give at least 30
(thirty) days’ written notice to the Consultant for terminating this Contract. For the avoidance
of doubt, it is hereby clarified that the aforesaid notice period of 30 (thirty) days shall not be
deemed to be a cure period and would be for the purpose of taking steps to bring the Services
to a close in a prompt and orderly manner.

2.5.2 Termination by the Consultant

The Consultant may terminate this Contract upon the occurrence of any of the following events:

1 if, as the result of Force Majeure, the Consultant is unable to perform a material portion
of the Services to be performed under any Work Order, as the case may be, for a period
of more than 90 (ninety) days;

2 If the Client fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Clause 12 of the GCC.

3 if the Client does not remedy a failure in the performance of its obligations under this
Contract, within a period of 60 (sixty) days after receipt of Notice of Default from the
Consultant; or

Upon the occurrence of the any of the events specified above, the Consultant may by not less
than 30 (thirty) days’ written notice to the Client terminate, this Contract. For the avoidance of
doubt, the Parties agree that the aforementioned period of 30 (thirty) days’ shall not be deemed
to be a cure period and would be for the purpose of taking steps to taking over the performance
of Services from the Consultant in a prompt and orderly manner.

2.5.3 Cessation of Services

Upon termination of this Contract by notice of either Party to the other pursuant to Clauses
2.5.1 and 2.5.2 of the GCC, the Consultant shall, immediately upon dispatch or receipt of such
notice, as the case may be, 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 Consultant and equipment
and materials furnished by the Client, the Consultant shall proceed as provided under Clause
3.10 of the GCC.

2.5.4 Payment upon Termination

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1 Upon termination of this Contract pursuant to Clause 2.5.1 of the GCC (other than Clause
2.5.1(12) and Clause 2.5.1(13)), the Client shall pay to the Consultant (subject to set-off
in respect of any sums due from the Consultant to the Client, including any liquidated
damages payable under Clause 10 of the GCC) remuneration pursuant to Clause 7 of the
GCC for Deliverables satisfactorily completed prior to the effective date of termination
and in respect of such Services, reimbursable expenditures actually incurred prior to the
effective date of termination.

2 For the avoidance for doubt, it is clarified that termination of this Contract pursuant to
Clauses 2.5.1 (other than Clause 2.5.1(12) and Clause 2.5.1(13)), the Consultant shall be
entitled to remuneration only in respect of Deliverables and/or Milestones that have been
satisfactorily completed and shall, notwithstanding the provisions of Clause 7.1.3 of the
GCC, not be entitled to claim any remuneration or reimbursement of OPE in respect of
any Milestones/Deliverables that have not been satisfactorily completed.

3 Upon termination of this Contract pursuant to Clause 2.5.1(12), Clause 2.5.1(13) and
Clause 2.5.2 the Client shall make the following payments to the Consultant (subject to
set-off in respect of any sums due from the Consultant to the Client, including any
liquidated damages payable under Clause 10 of the GCC) :

a. remuneration pursuant to Clause 7 of the GCC for Services satisfactorily

performed prior to the effective date of termination and in respect of such Services,
reimbursable expenditures actually incurred prior to the effective date of
termination; and

b. reimbursement of reasonable costs incurred by the Consultant incidental to the

prompt and orderly close of Services and handing over to the Client.

c. For the avoidance of doubt, it is clarified that the Client shall not under any
circumstances (either in the event of termination of the Contract for any reason
whatsoever or otherwise), be liable for any consequential or indirect loss or
damage to the Consultant, including without limitation any loss of profit, loss of
contract, liability under other contract, or liability to third parties.

4 In case of termination pursuant to Clause 2.5.1 (other than Clause 2.5.1(12) and Clause
2.5.1(13)), the Client shall be entitled to forfeit and appropriate the Performance
Security. In the event the termination is due to a failure of the Consultant to establish or
maintain the Performance Security in the amounts and on the terms required under this
Contract, the Consultant shall be liable to pay a sum equivalent to the value of the
Performance Security as prescribed under the SCC, as liquidated damages and not as
penalty, in respect of losses and costs incurred by the Client on account of such
termination.

5 The Parties agree that the amount of liquidated damages specified herein are a genuine
pre-estimate as of the date hereof of damages likely to be incurred. Further, without
prejudice to the other rights and remedies of the Client under this Contract or at law, the

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Client shall be entitled to blacklist the Consultant and/or its Affiliates from participating
in any tender or procurement process of the Client issued during a period of 2 (two) years
from the date of notification of blacklisting.

2.5.5 Risk and Cost Procurement

1 The Client shall be entitled, upon termination of the Contract for the grounds under
Clause 2.5.1 (other than Clause 2.5.1(12) and Clause 2.5.1(13)), to procure Services
similar to those terminated, with such terms and conditions and in such manner as it
deems fit at the “Risk and Cost” of the Consultant.

2 The Consultant shall not be entitled to any gain on such procurement, and the manner
and method of such procurement shall be at the discretion of the Client. It shall not be
necessary for the Client to notify the Consultant of such procurement. It shall, however,
be at the discretion of the Client to collect or not the security deposit from the firm/ firms
on whom the contract is placed at the risk and cost of the Consultant.

2.5.6 Liability of the Consultant

The Consultant's liability and the Client’s remedies under this Contract shall be in addition to
and not in derogation of the Client’s rights and remedies under Applicable Law. Further the
limitation of liability has been set out under the Special Conditions of the Contract below.

3. OBLIGATIONS OF THE CONSULTANT

3.1 General

The Consultant shall perform the Services and carry out their 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 methods. The Consultant shall always act, in respect
of any matter relating to this Contract or to the Services, as faithful advisers to the Client, and
shall at all times support and safeguard the Client’s legitimate interests in any dealings with
Sub-Consultants or third parties.

3.2 Conflict of Interest

3.2.1 Any breach of an obligation under this Clause 3.2 shall constitute a conflict of interest
(“Conflict of Interest”). The Consultant shall comply and shall ensure the Sub- Consultants
and Affiliates of the foregoing comply with the provisions of this Clause 3 and any breach of
such an obligation shall constitute an event of default by the Consultant for the purposes of this
Contract.

3.2.2 The Consultant shall promptly disclose any Conflict of Interest to the Client. For the avoidance
of doubt, the Consultant agrees that a disclosure of any Conflict of Interest shall not in any
manner whatsoever be deemed to cure such Conflict of Interest.

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3.2.3 Consultant Not to Benefit from Commissions, Discounts, etc

1 The remuneration of the Consultant pursuant to Clause 7 shall constitute the Consultant‘s
sole remuneration in connection with this Contract or the Services, and the Consultant
shall not accept for their own benefit any trade commission, discount or similar payment
in connection with activities pursuant to this Contract or to the Services or in the
discharge of their obligations under the Contract, and the Consultant shall use their best
efforts to ensure that the Personnel, any Sub-Consultants and agents of either of them,
similarly shall not receive any such additional remuneration.

2 The Consultant has an obligation and shall ensure that its Personnel have an obligation
to disclose any actual or potential conflict that impacts their capacity to serve the best
interest of the Client, or that may reasonably be perceived as having this effect. Failure
to disclose said situations may lead to the disqualification of the Consultant and/ or the
termination of the Contract.

3.2.4 Consultant and Affiliates Not to Engage in Certain Activities

1 The Consultant agrees, and shall procure that the Sub-Consultants agree, that, during the
term of the Contract and for a period of 2 (two) years after the termination or expiry of
this Contract, the Consultant shall not and shall ensure that the Affiliates of any of the
Members, its Sub-Consultants and any Affiliates of the Sub-Consultants, do not provide
goods, works, services, loans, capital or equity (other than the Services and any
continuation thereof) for any project or works resulting from or closely related to the
Services;

Provided that the foregoing restriction shall not be applicable to any Programme
management/consultancy/advisory services provided to the Client in continuation of the
Services hereunder or to any subsequent Programme management/consultancy/advisory
services provided to the Client in accordance with the rules, guidelines, policies of the
Client.

2 Further, the Consultant shall during the course of performance of the Services and for a
period of 2 (two) years after the expiry or termination of this Contract, ensure that there
is no conflict of interest with that of the Project or the Client and to this end not enter
into any arrangements (formal or informal) or undertake activities such that its interests
conflict with any of its obligations under the Contract or are prejudicial to the interests
of the Project or of the Client.

3 Further the Consultant shall not and shall ensure that the Sub-Consultants, the Affiliates
of the foregoing and Personnel will not use improperly, for purposes of competition or
gain, or pass on to others, any information or document, provided by the Client or any
other persons involved in the Project.

For the purposes of this Clause 3.2.4, an “Affiliate” shall also include a partner in the
firm of the Consultant/Sub-Consultant, as the case may be, or a person who holds more

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than 5% (five per cent) of the subscribed and paid up share capital of the Consultant/Sub-
Consultant, as the case may be, and any Affiliate thereof.

3.2.5 Prohibition of Conflicting Activities

The Consultant shall not and shall ensure that the Sub-Consultants and the Personnel do not
engage, either directly or indirectly, for a period of 2 (two) years after the termination or expiry
of this Contract, in any business or professional activities which would conflict with the
activities assigned to it under the Contract.

Without prejudice to the generality of the foregoing, certain illustrations of activities that would
be in conflict with the services assigned to the Consultant under this Contract include the
Consultant, any Sub- Consultant or Affiliate would include:

1 providing bid advisory services to any contractors or consultants bidding in respect of

any works or services related to the Project; or

2 being engaged by any contractor for the Project for detailed planning, supervisory
services, engineering support or any other services.

3.3 Confidentiality

3.3.1 The Consultant shall not and shall ensure that the Sub-Consultants, Affiliates of the Consultant
and the Sub-Consultants and Personnel do not, without the prior written consent of the Client,
disclose, divulge, furnish or make known or accessible to, or use for the benefit of, anyone
other than the Parties hereto, the contents of this Contract, any Work Orders or Supplementary
Work Orders, any proprietary or confidential information relating to the Project, the Services,
any information which may come to the Consultant’s knowledge in the course of negotiations
or otherwise concerning this Contract and/or the Project (including but not limited to any
information provided by or pertaining to other entities involved in the Project, such as other
Consultants, contractors etc) or the commercial or financial arrangements or affairs of the
Client (collectively, “Information”); provided.

3.3.2 However, that the Consultant may disclose Information to its Personnel and the officers,
employees of the Consultant and/or its Affiliates (the “Consultant’s Representatives”) who
have a legitimate need to know the Information for the performance of Services.

3.3.3 The Consultant shall be responsible for informing the Consultant’s Representatives of the
confidentiality requirements imposed by this Contract and shall be responsible for any breach
of the terms and conditions hereof by the Consultant’s Representatives.

3.3.4 Further, the Consultant agrees and acknowledges that monetary damages would not be an
adequate compensation for the Client in the event the Consultant breaches its confidentiality
obligations under this Contract and the Parties agree that in the event of a breach or threatened
breach of confidentiality, the Client shall, at its option, also be entitled to specific performance
and injunctive or other equitable relief as a remedy for any such breach or anticipated breach.

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3.3.5 The restrictions imposed by Clause 3.3.1 shall not apply to the disclosure of any Information
by the Consultant:

1 which is now or hereafter comes into the public domain otherwise than as a result of a
breach of an undertaking of confidentiality;

2 was in the possession of the Consultant or its Consultant’s Representatives on a non-

confidential basis at the time of its disclosure under this Contract;

3 becomes lawfully available to the Consultant or Consultant’s Representatives on a non-

confidential basis from any source, except the Client and its Affiliates (the “Disclosing
Party”), provided that such source was not bound by an obligation of confidentiality to
the Disclosing Party or any other person with respect to such information;

4 that is independently developed by the Consultant without reference to Information

provided by the Disclosing Party;

5 that is disclosed to the legal advisers, auditors and other professional advisers of the
Consultant, provided such persons are under an obligation to maintain confidentiality of
such information;

6 that is required to be disclosed by the Consultant pursuant to Applicable Laws;

Provided that the Consultant shall furnish only that portion of the Information which it
is advised by its counsel is legally required to be disclosed and shall exercise reasonable
efforts to obtain reliable assurance that confidential treatment will be accorded to such
Information to the extent reasonably requested by the Disclosing Party; or

7 that is approved for disclosure or release by written authorization of the Disclosing Party.

3.3.6 The confidentiality obligations under this Contract shall survive for a period of 2 (two) years
after the expiration or termination of this Contract or for a period of 3 (three) years from the
date of the latest of the disclosures made under or in relation to this Contract, whichever is later.

3.4 Consultant’s Actions Requiring Client’s Prior Approval

3.4.1 Notwithstanding anything contained in the Contract, the Consultant shall obtain the Client’s
prior approval in writing (such approval not to be unreasonably withheld or delayed) before
entering into a subcontract for the performance of any part of the Services, provided that such
prior approval shall not be required in case of a sub-contract with a “Sub-Consultant” listed in
Appendix-B or with a Sub-Consultant listed in the Work Order.

3.4.2 The Consultant acknowledges that notwithstanding that the selection of the Sub-Consultant
(including the list of the Sub- Consultants in Appendix B and any Work Order) and the terms
and conditions of the subcontract shall have been or may have been reviewed or approved by
the Client prior to the execution of the subcontract, the Consultant shall not be relieved of any

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of its duties, liabilities or obligations under this Contract and shall remain fully liable for the
performance of the Services pursuant to this Contract.

3.4.3 The Consultant shall be fully responsible for the acts or omissions of Sub-Consultants and shall
take the risk of Sub-Consultants’ insolvency and of any acts, defaults, delay, negligence or
failure by any Sub-Consultants to perform its obligations in relation to the Services. The Client
shall not be deemed to have any contractual obligation or liability to, or relationship with, any
Sub-Consultants. For the avoidance of doubt, it is clarified that the Consultant shall be solely
responsible for all payments to the Sub-Consultants and the Client shall not, in any manner
whatsoever, be liable for any sums payable to the Sub-Consultants.

3.4.4 The Consultant agrees that the aggregate value of all sub-contracts with Sub-Consultants in
respect of the Services under a Work Order or a Supplementary Work Order shall not exceed
25% (twenty-five percent) of the Work Order Value. The Client will be provided by the
Consultant with the particulars (name, financial & technical background, sub-consultancy fee)
of the Sub-Consultant.

3.4.5 The Consultant shall obtain the Client’s prior approval in writing (such approval not to be
unreasonably withheld or delayed) for any other action that may be specified in the SCC.

3.5 Documents Prepared by the Consultant to be the Property of the Client

3.5.1 All plans, drawings, specifications, designs, reports, primary data, other documents, and
software, that might have been provided by the Client to the Consultant or drafted, prepared,
or collected by the Consultant in course of performance of its obligations under this Contract,
(“Contractual Materials”) shall be the property of the Client, and shall be marked
accordingly.

3.5.2 The Consultant shall, no later than upon termination or expiration of this Contract, be under an
obligation to dispose/deliver all such Contractual Materials according to the instructions of the
Client, together with a detailed inventory thereof.

3.5.3 The Client, in its sole discretion, may require the Consultant to submit certain Contractual
Materials either in physical format or a digital format.

3.5.4 Intellectual Property Rights vis-à-vis the Contractual Material, including registrations,
applications, renewals, extensions, continuations, divisions or re-issues thereof, now or
hereafter, shall not be used by the Consultant for any purpose other than the performance of the
Services hereunder;

Provided that the Client may, at its sole discretion, grant a royalty free license to the Consultant
for the use the Contractual Materials on other projects undertaken by the Consultant subject to
the terms and conditions stipulated by the Client.

3.5.5 Any materials pertaining to the Services, of which the ownership or the Intellectual Property
Rights – do not vest with the Client under Applicable Laws or the terms of this Contract, shall
absolutely and irrevocably, stand assigned to the Client (without any royalty, fees or payments

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other than the remuneration provided for in this Contract) as and when such documents or
materials are created, and the Consultant agrees to execute all documents and perform such acts
as may be required by the Client for securing such assignment.

3.5.6 The Client acknowledges that pre-existing Intellectual Property shall remain the property of
the Consultant, and the Consultant hereby provides an irrevocable royalty-free license for pre-
existing Intellectual Property to the Client for the Project.

Provided that in respect of licenses in respect of any off-the-shelf software, the Consultant shall
be required to provide, at no additional cost to the Client, licenses during the term of this
Contract, however, after expiry or termination of this Contract, licenses in respect of off-the-
shelf software shall be procured at the Client’s cost.

3.5.7 For the avoidance of doubt, the Consultant agrees and acknowledges that the Client shall be
entitled, without requiring the Consultant’s consent, to

1. use or permit the use by any other entity involved in the implementation of the Project
of any materials licensed to the Client by the Consultant; and

2. assign the license granted by the Consultant, or any part thereof, to the [State SPV/City
SPV/Nodal SPV] or by any other entity involved in the implementation of the Project.

3.5.8 The Consultant shall ensure that the Contractual Material provided by the Consultant to the
Client pursuant to this Contract does not and will not infringe Intellectual Property Rights of
any third-party. The Consultant shall indemnify the Client against all claims, proceedings,
actions, damages, legal costs (including but not limited to attorney’s fees and court costs),
expenses and any other liabilities arising from or incurred by the use by the Client of any
Contractual Material provided by the Consultant to the Client pursuant to the terms of this
Contract, which involves any infringement or alleged infringement of the Intellectual Property
Rights of any third-party. If, in any suit or claim relating to such infringement or alleged
infringement, a temporary restraining order or preliminary injunction is granted, the Consultant
shall make every effort to secure the suspension of the injunction or restraining order.

3.5.9 If, in any such suit or claim, any Contractual Material Provided by the Consultant, or any part,
combination or process thereof, is finally held to constitute an infringement of any Intellectual
Property Rights of a third-party, and its use is permanently enjoined, the Consultant shall secure
for the Client a license, at no cost to the Client, authorizing continued use of such Contractual
Material Provided by the Consultant. If the Consultant is unable to secure such license within
a reasonable time, the Consultant shall, at its own expense and without impairing any
performance requirements, either replace such Contractual Material Provided by the
Consultant, or part, combination or process thereof or modify such Contractual Material
Provided by the Consultant so that they become non-infringing.

3.6 Insurance to be taken out by the Consultant

3.6.1 The Consultant shall, within a period of 30 (thirty) days from the Effective Date, take out and
maintain, and shall cause any Sub-Consultants to take out and maintain, at the Consultant own

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cost (or the Sub-Consultants’ own cost, as the case may be) but on terms and conditions
approved by the Client, insurance against the risks, and for the coverages, as shall be specified
in the SCC.

3.6.2 Within 15 (fifteen) days of receiving any insurance policy certificate in respect of insurances
required to be obtained and maintained under this Clause, the Consultant shall furnish to the
Client, copies of such policy certificates, copies of the insurance certificates and, from time to
time, evidence that the insurance premium have been paid in respect of such insurance. No
insurance shall be cancelled, modified or allowed to expire or lapse during the terms of this
Contract.

3.6.3 If the Consultant or any Sub-Consultant fails to effect and keep in force the aforesaid insurances
for which it is responsible pursuant hereto, the Client shall apart from having other recourse
available under this Contract have the option without prejudice to the obligations of the
Consultant, to take out the aforesaid insurance, to keep in force any such insurances, and pay
such premia and recover the costs thereof from the Consultant, and the Consultant shall be
liable to pay such amounts on demand by the Client.

3.6.4 The insurance policies so procured shall mention the Client as the beneficiary of the Consultant
and the Consultant shall procure an undertaking from the insurance company in this regard.

3.7 Accounts and Audit

3.7.1 The Consultant shall and shall ensure that all Sub-Consultants:

1. keep accurate and systematic accounts and records in respect of the Services provided
under this Contract, in accordance with internationally accepted accounting principles
and standards such as Indian Accounting Standards, GAAP, etc 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 Consultant’s costs and charges); and

2. permit the Client or any person designated by the Client to periodically, and up to 2 (two)
years from the expiration or termination of this Contract, to inspect the same and make
copies thereof as well as to have them audited by auditors appointed by the Client.

3.8 Clarification and/or Interpretation of Deliverables

After submission of the Deliverables by the Consultant, to the satisfaction of the Client, if any
clarifications are required by the Client (including without limitation on account of any
ambiguity or doubts on the interpretation of any matter contained in such Deliverables), the
Consultant shall, as a part of the scope of Services and at no additional cost to the Client, on
receipt of a written request from the Client, provide such clarification to the satisfaction of
Client within a period of 10 (ten) days from the date of receipt of the request from the Client,
and if required by the Client, attend meetings and/or hold discussions with the Client on the
same.

3.9 Legal Compliance

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The Consultant shall perform the Services in accordance with the Contract and the Applicable
Law and shall take all practicable steps to ensure that any of its Experts and Sub-Consultants
comply with the Applicable Law.

3.10 Custody and Return of the Client’s Assets loaned to the Consultants

3.10.1 The Consultants shall sign accountable receipts for all the Assets made over to them by the
Contract Manager on behalf of the Client. All such Assets shall be deemed in good condition
when received by the Consultant unless the Consultant has notified the Client to the contrary
within 24 (twenty-four) hours of receipt. In absence of such notification, the Consultant shall
be deemed to have waived the right to do so at any subsequent stage.

3.10.2 These Assets shall remain the property of the Client, and the Consultant shall take all reasonable
care of all such Assets. The Consultant shall be responsible for all damage or loss from
whatever cause while Assets are possessed or controlled by the Consultant, staff, workmen, or
agents.

3.10.3 Where the Consultant insures such Assets against loss or fire at the request of the Client, such
insurance shall be deemed to be by way of additional precaution and shall not prejudice the
Consultant's liability as aforesaid.

3.10.4 The Consultant shall return all such Assets in good order and repair, reasonable wear and tear
excepted, before the completion/ closure/ termination of the Contract and shall be responsible
for any failure to account for the same or any damage done to that as assessed by the Client
whose decision shall be final and binding.

4. Deployment of Resources

4.1 Site and Assets thereon

4.1.1 Site of Service Delivery

No Site belonging to or in possession of the Client shall be occupied/ used by the Consultant
without the permission of the Client. The Consultant shall not use or allow the Site to be used
for any purposes other than executing or concerning the execution of the Services under this
Contract.

4.1.2 Prohibition of Smoking and Intoxicants:

1 The Consultant shall exercise influence and authority to the utmost extent to secure strict
compliance by Consultant’s Personnel or any other person employed through Sub-
consultants or petty contractors with all the rules and regulations stipulated by the Client
relating to the access to Site, including but not limited to

(i) Prohibition of smoking in ‘No Smoking Zone’ and in Public Places;

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(ii) Prohibition of the use of any intoxicating substances including, but not limited
to, intoxicating beverages during the service period or on-Site or near the Site
or in any of the facilities, buildings, encampments, or tenements owned,
occupied by or within the control of the Consultant or any their Personnel.

2 Safety practices relating to Client’s staff, Public and third parties

3 Maintenance of peace and business-like ambience

4.1.3 Clearance of Site on Completion

1 On completion of the Services, the Consultant shall hand over the Site to the Client on
‘as it was’ basis. No final payment in settlement of the accounts for the Services shall
be paid to the Consultant till, in addition to any other condition necessary for final
payment, Site clearance shall have been affected by the Consultant.

2 In the event of failure on the part of the Consultant to comply with this provision within
7 (seven) days after receiving notice for clearance of Site, the Contract Manager shall
cause them to be removed in such a way as deemed fit and convenient and cost as
increased by supervision and other incidental charges shall be recovered from the
Consultant. The Client shall not be held liable for any loss or damage to the Consultant's
property as may be on the site and due to such removal.

4.2 Information and approvals

4.2.1 As part of the scope of Services, the Consultant shall arrange for the submission of all data,
information and documentation that are required for the Client to apply for, obtain and maintain
the permits, consents, approvals required for the Project. In the event the Consultant requires
any information or documents from the Client or if any meetings with the Client or other
persons are required for preparing the applications for consents, approvals or permits, the
Consultant shall make any request for such information, documents and meetings within
reasonable time, and sufficiently in advance to ensure that the schedule for performance of the
Services is complied with and there are no delays in the execution of the Work Order.

5. CONSULTANT’S PERSONNEL

5.1 General Requirements

5.1.1 Manpower forecasting

1 The Client shall prior to the issuance of a Work Order or Supplementary Work Order, in
consultation with the Consultant, assess the requirement of Personnel (including level of
deployment) for Services to be performed pursuant to a Work Order or Supplementary
Work Order, as the case may be, and the Personnel deployment requirements shall be
specified in the Work Order or Supplementary Work Order, as the case may be.

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2 Further, the Consultant agrees and acknowledges that, in course of performance of the
Services under any Work Order or Supplementary Work Order, as the case may be, the
Client may require changes in the deployment of Personnel (including substitution,
removal or addition of any positions or changes in the level of seniority). Such changes
in the level of deployment shall be specified through issuance of a Supplementary Work
Order.

5.1.2 Terms of Deployment

The terms of deployment of the Consultant’s Personnel – including but not limited to working
hours, overtime, paid sick leave, vacation leave, and holidays, shall be as detailed in Appendix-
B.

5.1.3 Restrictions on the Employment of Retired Staff or Officers or Managers of Client within One
Year of their Retirement:

The Consultant shall not engage any employee or associate who is a retired Government
employee of gazetted rank, if such persons have not completed 1 (one) year from the date of
retirement, in connection with this Contract in any manner whatsoever without obtaining prior
permission of the Client. If the Consultant is found to have contravened this provision, it shall
constitute a breach of Contract, and Client shall be entitled to terminate the Contract and/ or
avail any or all the remedies thereunder.

5.1.4 Team Lead:

The Consultant shall nominate a Team Lead, which shall, on receiving reasonable notice,
present himself to the Contract Manager. Orders given by the Contract Manager or his
representative to the Team Lead shall be deemed to have the same force as if given to the
Consultant.

5.2 Changes in Constitution/ financial stakes/ responsibilities of a Contract’s Business

5.2.1 The Consultant must proactively keep the Client informed of any changes in its constitution/
financial stakes/ responsibilities during the execution of the Contract:

1 Where the Consultant is a partnership firm, the following restrictions shall apply to
changes in the constitution during the execution of the Contract:

(i) A new partner shall not be introduced in the partnership firm except with the
previous written consent of the Client, which shall be granted only upon
execution of a written undertaking by the new partner to perform the Contract
and accept all liabilities incurred by the partnership firm under the Contract
before the date of such undertaking.

(ii) On the death or retirement of any partner of the partnership firm before the
complete performance of the Contract, the Client may, at his option, terminate

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the Contract for default as per the Contract and/ or avail any or all remedies
thereunder.

(iii) If the Contract is not terminated as provided in Sub-clause (ii) above,

notwithstanding the retirement of a partner from the partnership firm, that
partner shall continue to be liable under the contract for acts of the firm until a
copy of the public notice given by him under Section 32 of the Partnership Act,
has been sent by him to the Client in writing or electronically.

5.3 Obligation to Maintain Eligibility and Qualifications

The Contract has been awarded to the Consultant based on evaluation and scoring criteria
stipulated in the RfQ-cum-RfP process based on eligibility and qualifications criteria stipulated
therein. The Consultant is contractually bound to maintain compliance with all such criteria
during the execution of the Contract. Any change which would vitiate the basis on which the
Consultant was shortlisted or awarded the Contract should be pro-actively brought to the notice
of the Client within 7 (seven) days of it coming to the Consultant’s knowledge.

5.4 Description of Personnel

5.4.1 The titles, agreed job descriptions, minimum qualifications and estimated periods of
engagement of the Personnel are described in Appendix-B.

5.4.2 If additional work is required beyond the scope of the Services specified herein, the level of
effort and/or staff assigned may be increased/adjusted in accordance with a “Supplementary
Work Order”, provided that any staff assigned shall meet the minimum qualification criteria
set forth in Appendix-B and any such increase shall not, except as otherwise agreed, cause
payments under this Contract to exceed the Contract Fee Ceiling and Yearly Fee Ceilings set
forth in this Contract.

5.4.3 Further, if any specialist consultants or subject-matter experts are required to be engaged by
the Consultant in respect of the Services, in addition to the Key Professional, the Consultant
shall ensure that such Additional Personnel satisfy the minimum qualification criteria set forth
in Appendix-B.

5.4.4 The Client reserves the right to require the Consultant to provide the curriculum vitae of any
Additional Personnel and shall also have the right to verify any information provided (either in
respect of the Additional Personnel or the Key Professional). The Consultant shall forthwith,
and in any event, within a period of 7 (seven) days from the date of such request by the Client,
provide such information and/or documents to the Client.

5.4.5 Daily attendance records of the deployed Personnel shall be maintained by the Consultant and
shared with the Contract Manager or any person authorized by the Client. If the Contract
Manager believes that the Consultant is not employing sufficient Personnel, as is specified or
otherwise, for the proper execution of the Services, the Contract Manager shall issue a notice
to the Consultant for remedial measures.

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5.4.6 The Consultant shall forthwith, on receiving intimation to this effect, deploy the additional
number Personnel as specified by the Contract Manager immediately, and failure on the part
of the Consultant to comply with such instructions shall entitle the Client to suspend payments
as per Clause 10 of the GCC for the shortfall in performance or terminate the Contract and/ or
avail all the remedies thereunder.

5.5 Removal of Personnel or Sub-consultants on directions of the Client

5.5.1 The Consultant shall, at the Client`s written request, provide a replacement, if the Client finds
that any of the Personnel:

1 commits severe misconduct or has been charged with having committed a criminal act;
and/or

2 persists in any misconduct or lack of care; and/or

3 is found to be negligent, incompetent or incapable of discharging assigned duties; and/or

4 fails to comply with any provision of the Contract; and/or

5 based on reasonable evidence, is determined to have engaged breached the Code of

Integrity during the execution of the Services.

5.5.2 The Consultant shall take immediate action as appropriate in response to any violation in the
sub-Clause above. Such immediate action shall include removing (or causing to be removed)
such Personnel or Sub-consultant from carrying out the Services.

5.5.3 Any replacement of the removed Personnel shall possess better qualifications and experience
and be acceptable to the Client.

5.5.4 The Consultant shall bear all costs from or incidental to any removal and/or replacement of
such Personnel.

5.6 Replacement of Personnel

5.6.1 The Consultant shall ensure that all the Key Professionals specified in Appendix B shall be
available during the term of this Contract. If, for any reason beyond the reasonable control of
the Consultant, it becomes necessary to replace any of the Key Professional, the Consultant
shall forthwith, and in any event within a period of 30 (thirty) days from the date when the
relevant Key Professional cease to be available for the performance of Services, provide as a
replacement a person of equivalent or better qualifications; provided that during the term of
this Contract, the Consultant may replace not more than 2 (two) Key Professionals and there
shall be not more than 2 (two) replacements for any particular position.

5.6.2 In case of a critical vacancy, if the Consultant is unable to provide a permanent replacement
within the aforementioned period, the Consultant shall, subject to approval by the Client,
provide a temporary replacement for no more than 6 (six) months. The temporary resource shall

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be of equivalent or better qualifications and the Consultant and shall be paid no more than 90%
(ninety percent) of the Scheduled Rate of the personnel being replaced.

5.6.3 Permanent replacement of any Key Professional shall be subject to Client’s approval, and for
the first permanent replacement of Key Professional for a particular role, such permanent
replacement shall be paid at 90% (ninety percent) of the Scheduled Rate of the Key Professional
being replaced, and for a subsequent replacement for such role, the second permanent
replacement Key Professional shall be paid at 80% (eighty percent) of the Scheduled Rate.

5.6.4 If the Client finds that any of the Personnel have committed misconduct or has been charged
with having committed a criminal action, or if the Client has reasonable cause to be dissatisfied
with the performance or conduct of any of the Personnel, then the Consultant shall, without any
additional cost to the Client, at the Client’s written request forthwith and in any event within a
period of 3 (three) months from the date of the request by the Client provide as a replacement
a person with qualifications and experience acceptable to the Client.

5.6.5 For the avoidance of doubt, it is clarified that the reduction in agreed rate in case of replacement
of Key Professional under this Clause 5.6 shall not be applicable in case of changes in Key
Professional pursuant to Clause 6.4.5.

5.7 Personnel of Consultant

5.7.1 All Personnel of Consultant and Sub-Consultants who participate in the performance of the
Services shall, for all purposes, be considered employees/personnel of the Consultant. The
Consultant shall pay and shall ensure that all Sub-Consultants pay remuneration and benefits
of such employees and withhold all Taxes in accordance with all Applicable Laws. The
Consultant hereby acknowledges and agrees that the Client shall not in any manner whatsoever
be liable for any labour claim or dispute that may be raised by any Personnel. The Consultant
shall indemnify the Client, its Affiliates and officers, directors, shareholders, agents of the
foregoing against any claims, actions, liabilities, costs and expenses (including, without
limitation, legal fees) in relation to or arising out of claims by any Personnel.

6. OBLIGATIONS OF THE CLIENT

6.1 General

6.1.1 Unless otherwise specified in the Contract, the Client shall use its best efforts to

1 Issue instructions and information to its officials, agents, and stakeholders for prompt
and effective implementation of the Services.

2 Provide to the Consultant any other assistance as specified in the Contract.

3 Access to Site: The Client warrants that the Consultant shall have, free of charge,
unimpeded access to the Site if such access is required for the performance of the
Services

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6.2 Assistance and Exemptions

6.2.1 Unless otherwise specified in the SCC, the Client shall use its reasonable efforts to facilitate
and assist the Consultant:

1 by making available to the Consultant and the Personnel, for the performance of the
Contract, free of any charge (unless otherwise stated therein), the Services, facilities, and
property described in the – the Terms of Reference (Appendix-A), as per terms and
conditions and against appropriate safeguards (including insurances, bank guarantee,
indemnity bonds, retention money etc.) specified therein. The Consultant shall use such
Services, facilities, and property only for the execution of the Contract and no other
purpose whatsoever.

2 in obtaining work permits and such other documents as shall be necessary to enable the
Consultant, Sub-Consultants or Personnel to perform the Services. The Client shall assist
the Consultant in procuring necessary entry and exit visas, residence permits, exchange
permits and any other documents required for stay in India of the Personnel and, if
appropriate, their eligible dependents;

3 in arranging for prompt clearance through customs of any property reasonably required
for the Services. For the avoidance of doubt, the Parties agree that any import duties and
other costs and expenses in respect of such materials shall be borne solely by the
Consultant and the Client shall in no manner be responsible for the same;

4 in arranging for the issuance to officials, agents and representatives of the Government
all such instructions as may be necessary or appropriate for the prompt and effective
implementation of the Services.

6.2.2 The Consultant agrees and acknowledges that notwithstanding anything to the contrary in this
Contract, the Consultant shall not be relieved in any manner whatsoever from the performance
of its obligations under this Contract or be entitled to any extension of time or additional costs
in case of any delay in procurement of visas, work permits etc. in respect of any expatriate
Personnel or any delay in customs clearance of any material required for performance of the
Services or any other delay attributable to officials, agents and representatives of the
Government;

6.3 Payments

6.3.1 In consideration of the Services performed by the Consultant under this Contract, the Client
shall make to the Consultant such payments and in such manner as is provided by Clause 7 of
the GCC.

6.4 Work Orders

6.4.1 The Client may, from time to time, in consultation with the Consultant, issue a Work Order
requiring the Consultant to perform the work set out thereunder. The Client shall consult with
the Consultant on the level of effort of the Key Professional and Additional Personnel, as

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applicable, required by the Consultant in respect of each Deliverable under the Work Order
proposed to be issued by the Client and the division of such man-months or part thereof between
the Key Professional and the Additional Personnel.

6.4.2 The Client shall also consult with the Consultant regarding identification of the Milestones in
respect of each Deliverable under such proposed Work Order and the maximum fee payable in
respect of each Milestone of every Deliverable to be specified in the Work Order. Each Work
Order shall contain detailed provisions regarding the scope of Services, staffing level, quantum
of work required from the Key Professional and the Additional Personnel, Deliverables and the
Milestones in respect of each Deliverable under such Work Order, schedule for submission of
Deliverables, the maximum fees payable in respect of each Milestone, Work Order Value and
other such issues in respect of the Services to be performed by the Consultant.

6.4.3 The Consultant agrees and acknowledges that it would be obliged to effect the work set
prescribed in any Work Order even if it disputes the quantum of work required from the Key
Professional and the Additional Personnel or any other aspects set forth therein. Pending
resolution of such dispute in accordance with Clause 12 of the GCC, the Client will pay for the
Milestones achieved under such Work Order as per the terms thereof in the manner specified
under this Contract.

6.4.4 In the event that the Yearly Fee Ceiling is increased pursuant to the issuance of any Work
Order, the Performance Security shall be increased in a proportionate manner and the
Consultant shall submit additional bank guarantees as Performance Security for such amount.

6.4.5 Without prejudice to Clause 6.4.1 of the GCC, the Client may by way of issuance of a
supplementary work order reduce or modify the scope of work set out in an already issued
Work Order (“Supplementary Work Order”). Such Supplementary Work Order shall contain
detailed provisions regarding the impact of such variation on the scope of Services, staffing
level, quantum of work required from the Key Professional and the Additional Personnel,
Deliverables and the Milestones in respect of each Deliverable under such Work Order,
schedule for submission of Deliverables, payment schedule, Work Order Value and other such
issues in respect of the Services to be performed by the Consultant under such previously issued
Work Order.

6.4.6 The Consultant agrees and acknowledges that a Supplementary Work Order issued under
Clause 6.4.5 of the GCC shall be binding on it and it shall be required to perform the Services
under the previously issued Work Order as it stands varied by such Supplementary Work Order
even if the Consultant disputes the effect of such variation on the quantum of work required
from the Key Professional and the Additional Personnel as set forth in such previously issued
Work Order.

6.4.7 Pending resolution of such dispute in accordance with Clause 12 below, the Client shall be only
obliged to pay as per the terms of such Work Order as varied by the Supplementary Work
Order.

6.4.8 In the event any Deliverable set forth in a Supplementary Work Order is one which was
required to be performed in a latter Subsequent Year, the Yearly Fee Ceiling for such latter

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Subsequent Year shall stand reduced to the extent of the sum payable under such
Supplementary Work Order.

6.4.9 The Consultant agrees and acknowledges that any correction/re-performance/ performance of
defective or omitted Services or any Services required in view of default of the Consultant or
any detailing of the Services which is required to be done in accordance with Good Industry
Practices and Applicable Laws and in order to ensure that the Project meets the requirements
of this Contract and functions in accordance with its intended purpose would be deemed to
form part of the Services and not constitute a variation of the scope of Services.

6.5 Change in Applicable Law

6.5.1 If, 3 (three) days prior to date of submission of the Proposal, there is any change in the
Applicable Law with respect to Taxes which increases or decreases the cost or reimbursable
expenses incurred by the Consultant in performing the Services, then the remuneration and
reimbursable expenses otherwise payable to the Consultant under this Contract shall be
increased or decreased accordingly by Contract between the Parties hereto, and corresponding
adjustments shall be made to the Yearly Fee Ceilings, Contract Fee Ceiling, Yearly Contract
Value Ceiling, Contract Value Ceiling, maximum OPE that may be claimed by the Consultant,
as applicable.

6.5.2 The Parties agree and acknowledge that for the purposes of this Clause 6.5, Taxes shall mean
only such Taxes payable in respect of the performance of the Services under this Contract and
would exclude any taxes, imposts or levies, payable on income or profession by the Consultant,
the Sub-Consultants or Personnel or for which any of them is obliged to account.

7. PAYMENTS TO THE CONSULTANT

7.1 Payment Terms

7.1.1 In consideration of the Services to be provided by the Consultant under this Contract, the Client
shall make to the Consultants such payments on a monthly basis and in such manner as is
provided in this Contract.

7.1.2 The Consultant shall be entitled to raise an invoice on a monthly basis in respect of Services
performed in the previous calendar month. The invoice shall be submitted in 3 (three) copies,
and each invoice shall be accompanied by the following documents:

1 Progress report for the immediately preceding month;

2 Certification of the Milestone completion by Client. However, before obtaining

milestone completion from the SPV, concurrence of NICDC may also be obtained.

3 Details of the reimbursable OPE, with supporting documents;

4 Details of deployment of Personnel (including time-sheets and attendance records) and

supporting documents.

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The Consultant shall provide timesheets which shall, for each Personnel, demarcate the man-
months or part thereof spent by such Personnel on each Milestone (including details of whether
the Services performed relate to Milestones due for completion in the month for which the
invoice is raised or whether such Services relate to pending Milestones, location of the
Personnel during performance of the specific Services and such other information as may be
prescribed by the Client from time-to-time).

7.1.3 The sum payable to the Consultant under each monthly invoice shall consist of two parts, the
fees and reimbursable OPE and such sum shall be determined as follows:

1 In the event the Milestone scheduled for completion in the calendar month for which the
invoice has been raised has been satisfactorily completed, the fees payable to the
Consultant shall be equal to the lower of:

a. Fees payable based on actual deployment of the Key Professional and Additional
Personnel for the Services to complete such Milestone, as calculated in accordance
with Clause 7.1.7; and

b. Maximum fee payable in respect of such Milestone as specified in the applicable

Work Order or Supplementary Work Order, as the case may be.

2 In the event the Milestone that was due for completion in the calendar month for which
the invoice has been raised (as per the schedule provided in the Work Order or the
Supplementary Work Order, as the case may be), has not been completed (either on
account of reasons attributable to the Consultant or otherwise), the fees payable to the
Consultant shall be 60% (sixty percent) of the lower of:

(i) the fees payable based on actual deployment of the Key Professional and
Additional Personnel for the Services performed in relation to such Milestone, as
calculated in accordance with Clause 7.1.7; or

(ii) Maximum fee payable in respect of such Milestone as specified in the applicable
Work Order or Supplementary Work Order, as the case may be.

3 Upon satisfactory completion of Milestones referred to in sub-Clause 3 above, the fees

payable to the Consultant shall be equal to:

the lower of

(i) fees payable based on actual deployment of the Key Professional and Additional
Personnel for the Services to complete such Milestone, as calculated in accordance
with Clause 7.1.7; and

(ii) maximum fee payable in respect of such Milestone as specified in the applicable
Work Order or Supplementary Work Order, as the case may be;

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less

the fees already paid to the Consultant in respect of such Milestone under previous
monthly invoices.

7.1.4 Further, the Consultant agrees and acknowledges that the provisions of sub-Clauses (2) and (3)
of Clause 7.1.3 shall be without prejudice to the Client’s right to levy liquidated damages for
delay and/or terminate this Contract;

7.1.5 The sums payable as reimbursement of OPE incurred by the Consultant shall be determined in
the manner specified in Clause 7.2 of the GCC.

7.1.6 The fees on the basis of actual deployment shall be calculated individually for each Personnel
(Key Professional and Additional Personnel, as applicable) deployed in the month for which
the invoice is raised and the total fees that may be claimed on the basis of actual deployment
of Personnel shall be the summation of such fees for each Personnel. Payments will be made
against actual deployment of Personnel at SPV/Site office. In case Personnel are not deployed
on SPV/Site office and intend to work from other office location or home office, specific
approval needs to be taken from SPV, for considering payment against the deployment.

7.1.7 The Consultant shall submit to the Client a detailed report showing the time (in man- months)
spent by each of the Key Professional and the Additional Personnel. The time in man- month(s)
spent by any Personnel shall be computed as per the following formula:

M = TTS ÷ (8 x 22)

where:

M denotes man-months; and

TTS denotes the total time spent in hours during the period for which the invoice is raised;

provided however where M > 1, M shall be deemed to be equal to 1.

The fees attributable to each Personnel on an actual deployment basis shall be equal to M
multiplied by the Scheduled Rate applicable to such Personnel.

7.1.8 Unless the Client has raised a dispute in respect of any amounts claimed under an invoice, it
shall be required to make payment in respect thereof within 60 (sixty) days of having received
the invoice complete in all particulars with relevant supporting documents.

7.1.9 Subject to Clause 7.2 of the GCC, the Client shall reimburse the reimbursable out of pocket
(direct) expenses at actuals provided an invoice for the same is accompanied with the necessary
supporting documentation.

7.1.10 Subject to adjustment of the rates and Yearly Fee Ceilings in accordance with Clauses 1.8.1,
6.4, 6.5 and 7.1.9 of the GCC, Parties agree and acknowledge that at no time shall:

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1 the fees payable pursuant to Clauses 7.1.2, 7.1.3 and 7.1.7 of the GCC together exceed
the Contract Fee Ceiling, or in case of fees payable in respect of a Work Order or
Supplementary Work Order for the First Year or any Subsequent Year, exceed the
applicable Yearly Fee Ceiling;

2 the aggregate sums (including reimbursable OPE) payable pursuant to Clauses 7.1.2,
7.1.3 and 7.1.7 of the GCC together exceed the Contract Value Ceiling, or in case of
sums payable in respect of a Work Order or Supplementary Work Order for the First
Year or any Subsequent Year, exceed the applicable Yearly Contract Value Ceiling.

7.1.11 The Parties agree and acknowledge that the Client have no obligation to make, and may
withhold, any payment to the Consultant at any time when the Consultant is in material breach
of any term or provision of this Contract. On the payment date next succeeding the date on
which all such material breaches have been remedied, the Client shall make the payments
withheld due to such breaches, less any amounts paid by or on behalf of the Client in an effort
to remedy any such breaches or the costs incurred by the Client as a result thereof.

7.2 Out of pocket expense

7.2.1 The Consultant agrees and acknowledges that it shall be entitled to reimbursement of OPE
incurred in accordance with the terms of this Contract for performance of the Services at
actuals;

Provided that in no event shall the Consultant be entitled to reimbursement of sum(s) greater
than specified in Appendix-E (subject to adjustment of the maximum OPE specified in
Appendix E in accordance with the express provisions of this Contract).

7.2.2 The Client shall not be liable to pay and the Consultant agrees and acknowledges that except
for the expenses specifically listed in Appendix-E hereto (which shall be reimbursed in
accordance with the terms of this Contract).

7.2.3 The Consultant shall be entitled to claim domestic travel expenses (airfare/ train fare) in
accordance with the terms of this Contract only in respect of travel related to the performance
of the Services undertaken in accordance with the instructions or prior approval of the Client.

7.3 Withholding and lien in respect of sums claimed

7.3.1 Whenever any claim or claims for payment of a sum of money arises against the Consultant,
out of or under the contract, the Client shall be entitled, and it shall be lawful on his part, to
withhold and also have a lien to retain such sum or sums, in whole or in part pending finalisation
or adjudication of any such claim from:

1 security or retention money, if any, deposited by the Consultant.

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2 Any sum(s) payable till now or hereafter to the Consultant under the same Contract or
any other contract with the Client if the security is insufficient or if no security has been
taken from the Consultant.

7.3.2 Where the Consultant is a partnership firm or a limited company, the Client shall be entitled,
and it shall be lawful on his part, to withhold and also have a lien to retain towards such claimed
amount or amounts in whole or in part from any sum found payable to any partner/ limited
company, as the case may be, whether in his capacity or otherwise.

7.3.3 It is an agreed term of the Contract that the sum(s) of money so withheld or retained under the
lien referred above shall be kept withheld or retained till the claim arising out of or under the
contract is determined under Clauses 12. The Consultant shall have no claim for interest or
damages whatsoever on any account regarding such withholding or retention under the supra
lien and duly notified to the Consultant.

7.3.4 Lien in respect of Claims in other contracts: Any sum of money due and payable to the
Consultant (including the security deposit returnable to him) under the Contract may be
withheld or retained by way of lien by the Client or Government against any claim of the Client
or Government in respect of payment of a sum of money arising out of or under any other
contract made by the Consultant with the Client or Government.

7.4 General

7.4.1 All payments under this Contract shall be made to the Consultant's accounts as may be
communicated by the Authorised Representative of the Lead Member.

7.4.2 Unless otherwise specified in the Contract, any payment shall be made in Indian Rupees (₹).

7.4.3 Except for the final payment under Clause 7.5 of the GCC below, payments do not constitute
acceptance of the Services nor relieve the Consultant of any obligations.

7.4.4 Unless instructed in writing by the Client, payments shall not be made for any extra Personnel
deployed over and above what has been agreed under the terms of the respective Work Orders.
However, if the Personnel deployed by the Consultant are less than those stipulated under the
respective Work Orders, the Client shall have the right to make deductions based on the rates
indicated for the un-deployed Personnel.

7.5 Final Payment

7.5.1 The final payment under this Clause shall be made upon submission of the Consultant's final
invoice, following the expiration of the term specified in Clause 2.3. The invoice must be
clearly identified as final and shall only be payable once it has been reviewed and approved as
satisfactory by the Client.

7.5.2 The Client shall make the final payment after ensuring that the Consultant has discharged all
its relevant obligations under the Contract, including – return of all Assets have been returned
to the Client as per Clause 3.10 of the GCC.

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7.5.3 The Services shall be deemed completed and finally accepted by the Client upon the issuance
of a ‘Client’s Acceptance Certificate’ to the Consultant.

7.5.4 The Consultant shall submit a final invoice only after receipt of the ‘Client’s Acceptance
Certificate’. The final payment shall be made as per the following calculations after receiving
a clear ‘No Claim Certificate’ signed by the Consultant:

1 necessary adjustment for any payments already made or retained

2 any deduction which may be made under the Contract,

3 A complete account of all claims the Consultant may have on the Client, and the Client
gave a certificate in writing that such claims are correct.

7.5.5 The final invoice shall be deemed approved by the Client as satisfactory 90 (ninety) calendar
days after receipt of the final invoice by the Client unless the Client, within such 90 (ninety)
calendar day period, gives written notice to the Consultant specifying in detail deficiencies in
the Services or final invoice. The Consultant shall promptly make any necessary corrections,
and the preceding process shall be repeated.

7.5.6 In the event any amount that the Client has paid is more than the amounts that were payable
under the provisions of this Contract shall be reimbursed by the Consultant within 30 (thirty)
days after receipt by the Consultant of notice thereof.

7.6 No Claim Certificate and Release of Contract Security

7.6.1 The Consultant shall submit a ‘No Claims Certificate’ to the Client in such form as shall be
required by the Client after the Services are finally accepted and before the final payment/
Performance Security are released. The Client shall release the Performance Security without
any interest if no outstanding obligation, asset, or payments are due from the Consultant.

7.6.2 The Consultant shall not be entitled to make any claim whatsoever against the Client under or
arising out of this Contract, nor shall the Client entertain or consider any such claim, if made
by the Consultant, after he shall have signed a ‘No Claims Certificate’ in favour of the Client.
The Contactor shall be debarred from disputing the correctness of the items covered by the ‘No
Claims Certificate’ or demanding arbitration.

7.7 Post Payment Audit

Notwithstanding the payment against the final invoice and release of final payment, the Client
reserves the right to carry out within 180 (one hundred eighty) days of the final payment, a
post-payment audit and/ or technical examination of the Services and the final invoice including
all supporting vouchers, abstracts etc. If any over-payment to the Consultant is discovered due
to such examination, the Client shall claim such amount from the Consultant.

7.8 Payment against time-bared claims

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In accordance with the Limitation Act 1963, all claims against the Client shall be legally time-
barred after three years calculated from when the payment falls due unless the payment claim
has been under correspondence. The Client is entitled to, and it shall be lawful to reject such
claims.

7.9 Commission and Fees

The Consultant shall disclose any commissions or fees that may have been paid or are to be
paid to agents, representatives, or commission agents concerning the selection process or
execution and performance of this Contract. The information disclosed must include the name
and address of the agent, representative, or commission agent, the amount and currency, and
the purpose of the commission or fee.

8. Delivery of Services and Delays

8.1 Delivery of Services and the Works Plan

8.1.1 Before the commencement of the Services under a Work Order, the Consultant shall submit for
approval of the Client a works plan showing the methods, schedule of delivery of Services, and
deployment plans for Personnel, equipment and materials for the execution of the Services. The
programme of delivery of Services amended as necessary by discussions with the Client shall
be treated as the agreed works plan for the rendition of Services under the Work Order (“Works
Plan”). The Services shall be carried out and monitored as per the agreed and approved Works
Plan.

8.1.2 The Client shall direct the order in which the several components of the Services under the
Work Order shall be provided, and the Consultant shall execute all directions of the Client
given from time to time without delay. Still, the Consultant shall not be relieved thereby from
responsibility for the due performance of the Services in all respects.

8.1.3 The Consultant shall deliver all Services and submit Deliverables as per the approved work
plan in the manner specified in the Contract.

8.2 Progress Review

8.2.1 Subject to nuances set out under Section 6 (Terms of Reference), the Parties shall undertake the
following steps to review the progress under the respective Work Orders:

1 Kick-off Meeting: The Client and the Consultant/ Team Lead shall meet at the beginning
of the execution of the Work Order to ensure that the requirements of the Work Order
are clearly understood by all concerned and that the contract management procedures are
finalised.

2 Periodic Reviews: Unless otherwise decided by the Client and the Consultant’s Team
Lead, periodic review meetings shall be held to review the pace of progress as compared
to the Work Plan and remedial actions thereto.

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3 Deliverables Reviews: The Client and Consultant/ Team Lead may hold other meetings
to review and approve specific Deliverables or phases as maybe specified in the Work
Plan.

8.3 Time of Delivery of Services is of Essence of the Contract:

8.3.1 The time for delivery of Services shall be deemed to be the essence of the Contract. Subject to
any requirement in the Contract as to the completion of any portions or portions of the Services
before completion of the whole, the Consultant shall fully and finally complete the whole of
the Services comprised in the Contract as per the Delivery and Completion Schedule stipulated
in Section 6 (Terms of Reference).

8.3.2 If at any time during the currency of the Contract, the Consultant encounters conditions
hindering the timely performance of Services; the Consultant shall promptly inform the Client
in writing about the same and its likely duration.

8.3.3 The Consultant may request to the Client for an extension of the Work Plan not less than 1
(one) month before the expiry of the date fixed for completion of the Services. Client may agree
to extend the Work Plan, with or without liquidated damages and denial Clause, by issuing an
amendment to the Contract in term of Clause 8.4 below.

8.4 Extension for Excusable Delay Not Due to Consultant

8.4.1 If in the opinion of the Consultant, the progress of Services has at any time been delayed due
to the following reasons, then within 15 (fifteen) days of such event causing delay, the
Consultant shall give notice thereof in writing to the Client, but shall nevertheless undertake
the efforts make good the delays and to proceed with the Services:

1 Proceedings taken or threatened by or dispute with external third-parties arising

otherwise than from the Consultant's own default; or

2 Delay authorized by the Client pending resolution of any dispute between he Parties; or

3 Any delay by the Client in the performance of its obligations under the Contract which
has an impact on the timely performance of obligations by the Consultant.

8.4.2 The Consultant may also indicate the period for which the Services are likely to be delayed and
ask for a necessary extension of time. On receipt of such request from the Consultant, the Client
shall consider the same and grant such extension of time as, in its opinion, is reasonable
regarding the nature and period of delay and the type and quantum of work affected thereby.
No other compensation shall be payable for work carried forward to the extended period. The
same rates, terms, and conditions as the original Work Order shall apply during the extended
period.

8.5 Extension of Time for Inexcusable Delay Due to Consultant

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8.5.1 If the Consultant fails to deliver the Services within the fixed/ extended period for reasons other
than those stipulated in Clause 8.4 above, the Client may, if satisfied that the Service delivery
can still be completed within a reasonable time, extend the period further.

8.5.2 On such extension, the Client shall be entitled, without prejudice to any other right and remedy
available to the Client under the terms of this Contract, to recover from the Consultant
liquidated damages as per Clause 10 below.

8.5.3 Provided further that if the Client is not satisfied that the service can be completed by the
Consultant within a reasonable time or in the event of failure on the part of the Consultant to
complete the Service within the extension of time allowed under Clause 8.5.2, the Client shall
be entitled without prejudice to any other right or remedy available under the Contract, to treat
the delays as a breach of Contract and avail any or all the remedies hereunder, whether or not
actual damage is caused by such default.

8.6 Extension of Time for Concurrent Delay Due to Both Parties

8.6.1 If the Client determines that two or more events responsible for delay overlap each other, and
that such delays are concurrently attributable to both – the Client and the Consultant, the
proportion for extension of time as per Clause 8.4 or 8.5, shall be determined by plotting each
contributing concurrent delay on the critical path for the performance of Services.

9. SUSPENSION BY THE CLIENT

9.1 The Client may, from time to time and without assigning any reasons, by notice to the
Consultant, suspend the carrying out of the Services or any part thereof and the Consultant
shall, on the written order of the Client suspend the carrying out of the Services or any part
thereof for such time or times and in such manner as the Client may reasonably require.

9.2 The Client may at any time, following a suspension under this Clause 9, give notice to the
Consultant to proceed with the Services which are the subject of the suspension. Upon receipt
of such notice, to the extent that any remobilisation is required, the Consultant shall ensure that
such remobilisation is achieved within such reasonable period as may be mutually agreed
between the Parties.

9.3 Any period of suspension under Clause 9.1 shall not exceed 45 (forty-five) days from the date
of issue of the notice of suspension in a single instance and 60 (sixty) days in aggregate in a
period of 365 (three-hundred and sixty five) days and if either of the limits are exceeded, the
Consultant may notify the Client requiring the Client to hold discussions for mutually agreeing
a schedule for resumption of Services.

9.4 Any costs reasonably incurred by the Consultant as a direct result of suspension (including any
costs for demobilisation and remobilisation of Personnel) under Clause 9.1 shall be reimbursed
by the Client to the Consultant upon receipt of an invoice therefor in respect of each month in
which such costs were incurred. The Consultant shall use its best efforts to mitigate and
minimise the costs and expenses it incurs as a result of such suspension.

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9.5 Without prejudice its rights under Clause 2.5.1 of the GCC, the Client shall have the right to
direct suspension of the Services or any part thereof in the event of any default or breach of any
requirement of this Contract by the Consultant for such time that the Consultant continues to
be in default or breach of such requirement of the Contract and in case of such suspension, the
Consultant shall not be entitled to claim any costs arising out of such suspension.

10. LIQUIDATED DAMAGES

10.1 If the Consultant fails to the achieve the relevant Milestones within the time-period specified
in the concerned Work Order or Supplementary Work Order, except to the extent that (i) such
delay is solely on account of Force Majeure affecting the Consultant, or (ii) any breach or
default of the Client, the Consultant shall pay to the Client, as fixed and agreed liquidated
damages, (and not as penalty) at the rate of 0.5% (zero decimal point five percent) of the
applicable Yearly Fee Ceiling for every week of delay in the delivery of the concerned
Milestone.

10.2 The aggregate maximum of liquidated damages payable to the Client under this Clause shall
be subject to a maximum of 10% (ten percent) of the Yearly Fee Ceiling for the First Year or
any Subsequent Year. The Consultant acknowledges that the terms, conditions and amounts
fixed pursuant to this Clause 10 for liquidated damages are reasonable, considering the losses
and costs that the Client will incur in the event of the Consultant’s failure to provide each
Deliverable within the period specified therefore.

10.3 The Parties hereby agree that the liquidated damages amounts specified herein are a genuine
pre-estimate of the damages likely to be incurred by the Client and shall be without prejudice
to the Client’s right to terminate this Contract under Clause 2.5.1 of the GCC.

10.4 The Parties agree and acknowledge that liquidated damages, if any, accruing during the First
Year or any Subsequent Year, shall be payable on an annual basis at the end of the First Year
or the relevant Subsequent Year, as applicable (except in case of forfeiture of the Performance
Security upon termination of the Contract in which event such liquidated damages for delay
shall be recoverable from the termination payment, if any, payable to the Consultant).

10.5 Liquidated damages shall be recovered from payments due to the Consultant and/or be paid to
the Client by the Consultant within a period of 30 (thirty) days from the date of notification of
liquidated damages payable by the Consultant.

10.6 Any failure or delay by any Sub-Consultant, though their engagement may have been
sanctioned by the Client, shall not be admitted as a ground for any extension of time or for
exempting the Consultant from liability for any such loss or damage as aforesaid.

10.7 Denial Clause

10.7.1 For delays covered under Clause 8.5 above, no increases in Scheduled Rates and/or OPE on
account of any statutory increase or fresh Imposition of any Taxes leviable in respect of the
Services stipulated in the Contract which takes place after the original Milestone date shall be
admissible on such of the said Services, as are delivered after the said date; and

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10.7.2 Nevertheless, the Client shall be entitled to the benefit of any decrease in Scheduled Rates
and/or OPE on account of reduction in or remission of any Taxes, which takes place after the
expiry of the original delivery date.

11. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

10.1 The Consultant represents and warrants to the Client that:

(i) it is duly organized, validly existing and in good standing under the the applicable
laws of its Country;

(ii) it has full power and authority to execute, deliver and perform its obligations under
this Contract and to carry out the transactions contemplated hereby

(iii) it has taken all necessary corporate and other action under Applicable Laws and its
constitutional documents to authorize the execution, delivery and performance of this
Contract;

(iv) it has the financial standing and capacity to undertake the Contract;

(v) this Contract constitutes its legal, valid and binding obligation enforceable against it
in accordance with the terms hereof;

(vi) it is subject to laws of India with respect to this Contract and it hereby expressly and
irrevocably waives any immunity in any jurisdiction in respect thereof;

(vii) there are no actions, suits, proceedings, or investigations pending or, to the
Consultant’s knowledge, threatened against it at law or in equity before any court or
before any other judicial, quasi-judicial or other authority, the outcome of which may
result in the breach of or constitute a default of the Consultant under this Contract or
materially affect the discharge by the Consultant of its obligations under the Contract.

(viii) no representation or warranty by the Consultant contained herein or in any other

document furnished by it to the Client contains or will contain any untrue statement
of material fact or omits or will omit to state a material fact necessary to make such
representation or warranty not misleading; and

(ix) no sums, in cash or kind, have been paid or will be paid, by or on behalf of the
Consultant, to any person by way of fees, commission or otherwise for securing the
Contract or for influencing or attempting to influence any officer or employee of the
Client in connection therewith.

{In the event the Consultant is a consortium / unincorporated joint venture, each of the
Members shall be deemed to have made the foregoing representations and warranties to the
Client on its own behalf and on behalf of all the other Members.}

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12. RESOLUTION OF DISPUTES

11.1 This Contract shall be governed by and be construed and interpreted in accordance with Indian
law and subject to Clause 12.2 below, the courts of [______], India shall have exclusive
jurisdiction over all matters arising out of or relating to this Contract.

11.2 If any dispute or difference of any kind whatsoever arises between the Parties in connection
with or arising out of or relating to or under this Contract, including disputes related to its
validity, interpretation, breach or termination (“Dispute”), the Parties shall promptly and in
good faith negotiate with a view to its amicable resolution and settlement.

11.3 In the event no amicable resolution or settlement is reached within a period of 30 (thirty) days
from the date on which the Party raising the Dispute notifies the same to the other Party, either
Party may refer such Dispute for arbitration.

11.4 The arbitral tribunal shall consist of a sole arbitrator appointed by mutual agreement of the
Parties; {provided that in case the Consultant is a joint venture consortium, the arbitrator agreed
between the Lead Member and the Client shall be deemed to have been appointed by the Lead
Member on behalf of all the Members}. In case of failure of the Parties to mutually agree on a
sole arbitrator, the arbitral tribunal shall consist of three arbitrators. Each of the Client and the
Consultant shall appoint one arbitrator {(in case the Consultant is a consortium, the arbitrator
designated by the Lead Member shall be deemed to have been jointly appointed by all
Members)} and the two arbitrators so appointed shall jointly appoint the third arbitrator.

11.5 The seat of arbitration shall be [______] and the arbitration shall be conducted in the English
language.

11.6 The Arbitration and Conciliation Act, 1996 shall govern the arbitral proceedings. The Parties
shall use their reasonable efforts to facilitate the conduct of the arbitration proceedings in an
expeditious manner and the award rendered by the arbitral tribunal shall be final and binding
on the Parties.

11.7 In case of a sole arbitrator, the costs and expenses of the sole arbitrator shall be shared equally
between the Parties and in case the arbitral panel consists of three arbitrators, each Party shall
bear the cost of the arbitrator appointed by it and the costs of the third/presiding arbitrator shall
be shared equally between the Parties, provided that the arbitral tribunal shall have the power
to make an order in respect of costs.

11.8 The Parties agree that nothing contained herein shall restrict or impair the power of the arbitral
panel to make an award in respect of the costs and expenses of the arbitral proceedings and the
apportionment thereof.

11.9 Notwithstanding any provision to the contrary in this Contract, the Parties agree that any
Dispute involving claims exceeding Rs. 10,00,00,000 (Rupees ten crores) shall not be resolved
through arbitration but shall be adjudicated by the jurisdictional courts.

12. Code of Integrity

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12.1 The Code

1 The Consultant shall, and shall ensure that the Sub-Consultant and Affiliate of the
foregoing and Personnel, observe the highest standards of ethics and not have engaged
in and shall not hereafter engage in any corrupt practice, fraudulent practice, anti-
competitive practice, coercive practice, undesirable practice, conflict of interest, or
obstructive or restrictive practice or act or omit to act in a manner prejudicial to the
interests of the Client or the Project during the Selection Process or while performing its
obligations (collectively, “Prohibited Practices”).

2 Notwithstanding anything to the contrary contained in this Contract, the Client shall be
entitled to terminate the Contract forthwith by a communication in writing to the
Consultant, without being liable in any manner whatsoever to the Consultant or the Sub-
Consultants or Affiliates of the foregoing or Personnel, if it determines that the
Consultant 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 Contract
(including in course of performance under or pursuant to this Contract).

3 In such an event, the Client shall forfeit and appropriate the Performance Security, if
any, as mutually agreed genuine pre-estimated compensation and damages payable to
the Client towards, inter alia, time, cost and effort of the Client, without prejudice to the
Client’s any other rights or remedy hereunder or in law.

4 Without prejudice to the rights of the Client under Clause 13.1 of the GCC and the other
rights and remedies which the Client may have under this Contract or at law, if the
Consultant or any Sub-Consultants or Affiliates of the foregoing are found by the Client
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 Contract,
the Client shall be entitled to blacklist the Consultant and the Consultant shall not be
eligible to participate in any tender (including but not limited to any request for proposal)
issued during a period of 2 (two) years from the date the Consultant/any Sub-Consultants
or Affiliate is found by the Client to have directly or indirectly or through an agent,
engaged or indulged in any Prohibited Practices.

(a) “Corrupt practice” means the:

(i) 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 Client who
is or has been associated in any manner, directly or indirectly with Selection
Process or LoA or dealing with matters concerning this Contract, or any
official of the Government or the State Government or the [State SPV/City
SPV/Nodal SPV] before or after the execution thereof (including in course of
performance under or pursuant to this Contract), at any time prior to the
expiry of 1 (one) year from the date such official resigns or retires from or
otherwise ceases to be in the service of the Client, shall be deemed to
constitute influencing the actions of a person connected with the Selection
Process; or

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(ii) engaging in any manner whatsoever, whether during the Selection Process or
after the issue of LOA or after the execution of this Contract, as the case may
be, any person in respect of any matter relating to the Project or the LoA or
this Contract, who at any time has been or is a legal, financial or technical
adviser to the Client in relation to any matter concerning the Project;
(b) “Fraudulent practice” means any omission or misrepresentation that may
mislead or attempt to mislead so that financial or other benefits may be obtained
or an obligation avoided. Such practices include a false declaration or false
information for participation in the Selection Process or to secure the Contract, or
in the execution of the Contract;
(c) “Anti-competitive practice” means any collusion, proposal-rigging or anti-
competitive arrangement, or any other practice coming under the purview of the
Competition Act, 2002, between two or more Applicants, with or without the
knowledge of the Client, that may impair the transparency, fairness, and the
progress of the Selection Process or to establish bid prices at artificial, non-
competitive levels;
(d) “Coercive practice” means impairing or harming, or threatening to impair or
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 Client under or pursuant to the Contract;
(e) “Conflict of Interest” means:
(i) Participation by an Applicant or any of its Affiliates who are involved in the
other contracts to which this procurement is linked;
(ii) The Applicants and their Affiliates being a part of more than one Proposal in
the Selection Process; or
(iii) Personnel of the Applicant or their Affiliates having a relationship or
financial or business transactions with any official of Client who are directly
or indirectly related to the Selection Process or execution process of the
Contract; or
(iv) improper use of information obtained by the Applicants from the Client with
an intent to gain unfair advantage in the Selection Process or for personal
gain;
(f) “Obstructive practice” means to materially impede Client’s investigation into
allegations of one or more of the above-mentioned prohibited practices either by
deliberately destroying, falsifying, altering; or concealing evidence material to the
investigation; or by making false statements to investigators and/ or by coercive
practices mentioned above, to prevent it from disclosing its knowledge of matters
relevant to the investigation or from pursuing the investigation, or by impeding
the Client’s rights of an audit or access to information;
(g) “Undesirable practice” means (i) establishing contact with any person connected
with or employed or engaged by the Client with the objective of canvassing,
lobbying or in any manner influencing or attempting to influence the Selection
Process or the process of selection of persons for the execution of various
components of the Project; or (ii) offering or attempting to offer to any third person
any material or other benefit which such person is not legally entitled to, in order

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to obtain in exchange any advantage of any kind whatsoever during the Selection
Process or during the execution of this Contract; and
12.1.1 For the purposes of Clause 13.1 of the GCC, where the Consultant is a Consortium of Members,
the reference to an Affiliate of Consultant shall be deemed to mean an Affiliate of any of the
Members.

12.1.2 The decision of the Client as to any matter or thing concerning or arising out of Clause 2.4.2 of
the GCC or any other question whether the Consultant or any partner of the Consultant firm
has committed a default or breach of any of the conditions shall be final and binding on the
Consultant.

12.2 Obligations for Proactive Disclosure

The Applicants are obliged under this Code of Integrity to suo-moto proactively declare any
violation of the Code of Integrity (pre-existing or as and as soon as these arise at any stage) in
the Selection Process or execution of the Contract. Failure to do so shall amount to a violation
of this Code of Integrity.

All Applicants must declare any previous transgressions of a similar code of integrity during
the last 3 (three) years or of being under any category of debarment by the Central Government
or the Ministry/ Department of the Client from participation in Selection Processes. Failure to
do so shall amount to a violation of this Code of Integrity.

12.3 Misdemeanour

An Applicant shall be deemed to have committed a misdemeanour, either directly or indirectly,

at any stage of the Selection Process or during the execution of resultant Contracts, if they:

1 Violate the Code of Integrity mentioned in Clause 13.1 of the GCC above or the Integrity
Pact included in the RfQ-cum-RfP;

2 Engage in any misconduct, including but not limited to:

(i) Non-performance or abandonment of the Contract;

(ii) Violation of the conditions of the RfQ-cum-RfP or Performance Security

requirements.

3 Is convicted of an offence under:

(i) The Prevention of Corruption Act, 1988; or

(ii) The Bharatiya Nyaya Sanhita, 2023, or any other law in force, for causing loss
of life or property or posing a threat to public health during the execution of a
public procurement contract.

4 Is determined by the Government of India to pose concerns related to national security

or display doubtful loyalty to the country

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5 Employs a government servant who has been dismissed or removed on account of

corruption or employs a non-official convicted for an offence involving corruption or
abetment of such an offence in a position where he could corrupt government servants
or employs a government officer within 1 (one) year of their retirement, who has had
business dealings with them in an official capacity before retirement.

12.3.2 Penalties for Misdemeanour

Without prejudice to and in addition to the rights of the Client to other remedies as per the RfQ-
cum-RfP or the Contract, if the Client concludes that any Applicant, directly or through an
agent has committed a misdemeanour in competing for the RfQ-cum-RfP or in executing the
Contract, the Client shall be entitled, and it shall be lawful on his part to take appropriate
measures, including the following:

1 if the Proposals are under consideration in any procurement

(i) encashment of Bid Security.

(ii) calling off any pre-Contract negotiations and;

(iii) rejection and exclusion of Applicants from the Selection Process

2 if the Contract has already been awarded

(i) Termination of Contract under Clause 2.5 of the GCC and availing all remedies
prescribed thereunder;

(ii) Encashment and/ or forfeiture of Bid Security;

(iii) Recovery of payments, including advance payments, if any, made by the Client
along with interest thereon at the prevailing bank rate;

3 Remedies in addition to the above: In addition to the above penalties, the Client shall be
entitled, and it shall be lawful on his part, to:

(i) File information against the Applicant (or any of its successors) with the
Competition Commission of India for further processing in case of anti-
competitive practices;

(ii) Initiate proceedings in a court of law against the Applicant (or any of its
successors) under the Prevention of Corruption Act, 1988 and/or the Bharatiya
Nyaya Sanhita, 2023 and/or any other law for transgression not addressable by
other remedies listed in this sub-Clause.

(iii) Remove the Applicant (or any of its successors) from the list of registered
suppliers for a period not exceeding 2 (two) years. Suppliers removed from the
list of registered vendors or their related entities may be allowed to apply afresh
for registration after the expiry of the removal period.

(iv) Initiate suitable disciplinary or criminal proceedings against any individual or staff
found responsible.

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(v) Debarment of the Applicant from participation in future procurements without

prejudice to Client’s legal rights and remedies. Debarment shall automatically
extend to all the allied firms of the debarred firm. In the case of a Consortium, all
its Members shall also stand similarly debarred.

13. MISCELLANEOUS

13.1 Assignment and Charges

a) The Contract shall not be assigned by the Consultant save and except with prior consent
in writing of the Client, which the Client shall be entitled to decline without assigning
any reason whatsoever.

b) The Client shall, from time to time, be entitled to assign any rights, interests and
obligations under this Contract to third parties.

13.2 Indemnity

13.2.1 The Consultant agrees to indemnify and hold harmless the Client from and against any and all
claims, actions, proceedings, lawsuits, demands, losses, liabilities, damages, fines or expenses
(including interest, penalties, attorneys‘ fees and other costs of defence or investigation to the
extent related to or arising out of, whether directly or indirectly:

1 the breach by the Consultant of any obligations under this Contract;

2 the alleged negligent, reckless or otherwise wrongful act or omission of the

Consultant including professional negligence or misconduct of any nature whatsoever
in relation to Services rendered to the Client;

3 death or bodily injury to any person (including any third party attributable to any act,
omission, breach, default or negligence of the Consultant or any personnel of the
Client) or loss of or damage to any property of the Client or any third party
(collectively “Indemnified matter”)

13.2.2 As soon as reasonably practicable after the receipt by the Client of a notice of the
commencement of any action by a third party, the Client will notify the Consultant of the
commencement thereof; provided, however, that the omission so to notify shall not relieve the
Consultant from any liability which it may have to the Client or the third party. The obligations
to indemnify and hold harmless, or to contribute, with respect to losses, claims, actions,
damages and liabilities relating to the Indemnified Matter shall survive till the final resolution
of all claims for indemnification and/or contribution.

13.2.3 The foregoing provisions are in addition to any rights which the Client may have at common
law, in equity or otherwise.

13.3 Waiver

a) Waiver by either Party of any default by the other Party in the observance and
performance of any provision of or obligations or under the Contract:

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(i) shall not operate or be construed as a waiver of any other or subsequent default
hereof or of other provisions or obligations under the Contract:

(ii) shall not be effective unless it is in writing and executed by a duly authorized
representative of such Party; and

(iii) shall not affect the validity or enforceability of the Contract in any manner.

b) Neither the failure by either Party to insist on any occasion upon the performance of the
terms, conditions and provisions of the Contract or any obligation hereunder nor time or
other indulgence granted by a Party to the other Party shall be treated or deemed as
waiver of such breach or acceptance or any variation or the relinquishment of any such
right hereunder.

13.4 Communication

13.4.1 Communications

1 All communications under the Contract shall be served by the parties to each other in
writing, in the Contract's language, and must be sent by hand, reputed pre-paid
commercial courier, registered post or by facsimile.

2 The communication shall be deemed to be delivered

(i) if personally delivered, when delivered,

(ii) 3 (three) days after dispatch if sent within India by courier and five (5) days after
dispatch if sent internationally by courier,

(iii) 7 (seven) days after mailing, if sent by registered post, postage prepaid and

(iv) if sent by facsimile, when successfully transmitted (with electronic evidence of

receipt).

3 No communication shall amount to an amendment of the terms and conditions of the

Contract, except a formal letter of amendment of the Contract expressly so designated.

4 Such communications would be an instruction, a notification, an acceptance, a certificate

from the Client, or a submission or a notification from the Consultant. A notification or
certificate required under the Contract must be communicated separately from other
communications.

13.4.2 Persons signing the Communications

For all purposes of the Contract, including arbitration, thereunder all communications to the
other party shall be signed by:

1 On behalf of the Consultant: The person who has signed the Contract on behalf of the
Consultant shall sign all correspondences. A person signing communication in respect
of the Contract or purported to be on behalf of the Consultant, without disclosing his
authority to do so, shall be deemed to warrant that he has authority to bind the Consultant.

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If it is discovered at any time that the person so signing has no authority to do so, the
Client reserves its right, without prejudice to any other right or remedy, to terminate the
Contract for default in terms of the Contract and/ or avail any or all the remedies
thereunder and hold such person personally and/ or the Consultant liable to the Client
for all costs and damages arising from such misdemeanours.

2 On behalf of the Client: Unless otherwise stipulated in the Contract, the Contract
Manager or any other authorized officer shall administer the Contract and sign
communications on behalf of the Client. Paying Authorities mentioned in the Contract
shall also administer respective functions during Contract Execution.

3 Address of the parties for sending communications by the other party: For all
purposes of the Contract, including arbitration, thereunder, the address of parties to
which the other party shall address all communications and notices shall be:

(i) The Consultant's address as mentioned in the Contract, unless the Consultant has
notified change by a separate communication containing no other topic to the
Client. The Consultant shall be solely responsible for the consequence of an
omission to notify a change of address in the manner aforesaid, and

(ii) The Client’s address shall be the one mentioned in the Contract. The Consultant
shall also send additional copies to officers of the Client presently dealing with
the Contract.

(iii) In case of communications from the Consultant, copies of communications shall

be marked to the Contract Manager and the Client’s officer signing the Contract
and as relevant to the Client. Unless specified before the Contract's start, the Client
and the Consultant shall notify each other if additional copies of communications
are to be addressed to additional addresses

13.4.3 Severability

If for any reason whatever any provision of the Contract is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other instrumentality
to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions shall not be affected in any manner, and the Parties will negotiate in good faith with
a view to agreeing upon one or more provisions which may be substituted for such invalid,
unenforceable or illegal provisions, as nearly as is practicable. Provided failure to agree upon
any such provisions shall not be subject to dispute resolution under the Contract or otherwise.

13.5 No Partnership

Nothing contained in the Contract shall be construed or interpreted as constituting a partnership

between the Parties. Neither Party shall have any authority to bind the other in any manner
whatsoever.

13.6 Language of the Contract

This Contract has been executed English, which shall be binding and controlling language for
all matters relating to the meaning or interpretation of this Contract. However, the language of
any printed literature furnished by a Consultant may be written in any other language provided

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a certified translation accompanies the same in English. For purposes of interpretation, English
translation shall prevail.

13.7 The Entire Contract

This Contract and its documents (Contract Documents and Precedents) constitute the entire
Contract between the Client and the Consultant and supersede all other communications,
negotiations, and Contracts (whether written or oral) of the Parties made before the date of this
Contract. No agent or representative of either Party has the authority to make, and the Parties
shall not be bound by or be liable for, any statement, representation, promise or Contract not
outlined in this Contract.

13.8 Relationship between the Parties

13.8.1 The Parties to the Contract are the Consultant and the Client, as nominated in the Contract.

13.8.2 Nothing contained herein shall be construed as establishing a relationship in the nature of
master and servant or principal and agent between the Client and the Consultant.

13.8.3 The Consultant, subject to this Contract, is legally the main principal/ master of the Experts
and Sub-Consultants, if any, performing the Services and shall be fully responsible for the
Services performed by them or on their behalf hereunder.
13.8.4 Authority of Lead Member: In case the Consultant is a Joint Venture, the members hereby
authorize the member specified in the Contract to act on their behalf in exercising all the
Consultant’s rights and obligations towards the the Client under this Contract, including
without limitation the receiving of instructions and payments from the Client.

13.8.5 Authorised Representative: Any action required or permitted to be taken and any document
required or permitted to be executed under this Contract by the Client or the Consultant may
be taken or executed by the officials specified in the Contract.

13.8.6 Good Faith: The Parties shall act in good faith concerning each other’s rights under this
Contract and adopt all reasonable measures to ensure the realization of the objectives of this
Contract. The Consultant shall always act, in respect of any matter relating to this Contract or
the Services, as a faithful adviser to the Client and shall at all times support and safeguard the
Client’s legitimate interests in any dealings with the third parties.

13.9 Exclusion of Implied Warranties etc.

The Contract expressly excludes any warranty, condition or other undertaking implied at law
or by custom or otherwise arising out of any other Contract between the Parties or any
representation by any Party not contained in the Contract.

13.10 Contract to Override Other Contracts

The Contract supersedes all previous Contracts or arrangements between the Parties (except
any Contracts or arrangements which form part of this Contract), including any memorandum
of understanding entered into in respect of the contents hereof and represents the entire
understanding between the Parties in relation thereto.

13.11 Survival

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Limitation of Liability (Clause 2.5.6), Confidentiality (Clause 3.3), Indemnity (Clause 14.2),
Governing Law (Clause 5 of the Cover Agreement) and Dispute Resolution (Clause 12), and
any other provisions of this Contract which have been expressly stated to or which by their
nature should survive the termination or expiry of this Contract, shall survive any termination
or expiry of this Contract. Further, any termination or expiry of this Contract shall be without
prejudice to the rights and obligations of the Parties under law or any rights accrued prior to
the date of such termination or expiry.

13.12 Counterparts

The Contract may be executed in 2 [two] counterparts, each of which when executed and
delivered shall constitute an original of the Contract.

3. Format 3: Special Conditions of Contract (SCC)

The Clause numbers referenced below correspond to the respective Clauses in the GCC. Each SCC
is intended to supplement and modify the corresponding GCC Clause

GCC
Amendments of, and Supplements to, Clauses in General Conditions of Contract
Clause
The following shall be incorporated in Clause 1.7 of the GCC:
1.7
The Lead Member is [to be inserted by the Client].
The following shall be the Authorized Representative:

For the Client (i.e., the Contract Manager): [to be inserted by the Client]
1.5
For the Consultant: [to be inserted by the Client]

2.1 The Effective Date under Clause 2.1 of the GCC shall be: [To be inserted by the Client]

2.3 The following shall be added in Clause 2.3 of the GCC:

The initial term of the Contract shall, unless terminated earlier, expire on the date that is 1
(one) year from the Effective Date (“First Year”). The Consultant agrees and
acknowledges that the Client may at its sole discretion, not less than 30 (thirty) days prior
to the end of the First Year or each Subsequent Year, as applicable, notify the Consultant
of an extension of the term of this Contract in which event the term of the Contract shall be
automatically extended by a further period of 1 (one) year, in which event the Consultant
shall perform the Services at the Scheduled Rates stipulated hereunder and subject to the
terms and conditions set forth in this Contract. Such right of automatic year by year
extension at the Client’s option may be exercised not beyond an aggregate term of 3 (three)
years (taking into account the First Year).

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“Subsequent Year” shall mean each period of 1 (one) year commencing from the first
anniversary of the Effective Date. The Consultant agrees and acknowledges that in the
event the Milestones scheduled for completion in the First Year or a Subsequent Year, as
the case may be, are not completed within such year, the Client may, without prejudice to
its rights and remedies under this Contract and under law, extend the period of this Contract
solely with respect to such Milestones; however any such extension of this Contract in
respect of any pending Deliverables shall not ipso facto entitle the Consultant to be granted
a Work Order or Supplementary Work Order in respect of any other Services.

The Client may seek an extension of the term of this Contract, after expiry of a period of 4
(Four) years from the Effective Date, and such extension shall be on such terms as may be
mutually agreed between the Parties.

The following shall be added in Clause 2.5.6 of the GCC:

2.5.6
(a) In any event, neither Party shall be liable for any special, incidental, punitive,
exemplary or consequential damages arising out of or in connection with the Contract
entered between the Parties.

(b) The aggregate liability of either Party, whether under the Contract, in tort or otherwise,
shall not exceed the total Contract Value, provided that this limitation shall not apply
to:

(i) Any obligation or claim arising out of or in connection with any third party claim
of IPR infringement; and;

(ii) In the event of any gross negligence or willful misconduct on part of either Party,
as finally judicially determined by a court of competent jurisdiction.

(c) This limitation of liability shall not affect the Consultant’s liability, if any, for damage
to third parties (i.e. any person other than the Client or the Consultant) caused by the
Consultant or any person or firm acting on behalf of the Consultant (including Sub-
Consultants and Personnel) in carrying out the Services, including by way of indemnity
to the Client.

3.6 The risks and the coverage shall be as follows:

a) Third Party motor vehicle liability insurance as required under Motor Vehicles Act,
1988 in respect of motor vehicles operated in India by the Consultant or its
Personnel or any Sub Consultants or their Personnel for the period of consultancy.

b) Third Party liability insurance with a minimum coverage, for ₹ 10,00,000/ (Rupees
Ten Lakh) for the period of consultancy.

c) Professional Liability Insurance - The Consultant will maintain at its expense

Professional Liability Insurance including coverage for errors and omissions

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caused by Consultant’s negligence, breach in the performance of its duties under

this Contract from an Insurance Company permitted to offer such policies in India
and included in the list of General Insurers (Non-Life) approved by the Insurance
Regulatory and Development Authority (IRDA) , for a period of 5 (five) years
beyond the expiry or termination of the Contract and commencing from the
Commencement Date, for an amount not less than the Contract Fee Ceiling. The
Client shall be designated as a beneficiary in the professional liability insurance
procured by the Consultant. In the event the Consultant does not intend to procure
a separate professional liability insurance policy in respect of this Contract, the
Consultant’s general professional liability insurance policy shall procure
endorsement of Client’s name as a beneficiary for an amount not less than the
Contract Fee Ceiling. The Consultant shall submit the entire policy document for
the Professional Liability Insurance.

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
the Contract. In case the Consultant is a Consortium, the policy should be in the
name of the Consortium / association entity and not by the Members

d) Employer’s liability and workers’ compensation insurance shall be in respect of the

Key Personnel and Additional Personnel of the Consultant and personnel of any
Sub-Consultant, in accordance with the relevant provisions of Applicable Law, as
well as, with respect to such personnel, any such life, health, accident, travel or
other insurance as may be appropriate; and all insurances and policies should start
from the date of commencement of Services and remain effective as per relevant
requirements of Contract.

e) Any other insurance that may be necessary to protect the Client, its employees and
its assets (against loss, damage or destruction, at replacement value) including
rioting and all Force Majeure Events that are insurable.

2.5.4(4) The following provisions shall be added as Clause 2.5.4(4) of the GCC:

The Consultant shall prior to the Effective Date and as a condition precedent to its
entitlement to payment under this Contract, provide to the Client a legal, valid and
enforceable Performance Security in the form of an unconditional and irrevocable bank
guarantee as security for the performance by the Consultant of its obligations under this
Contract, in the form set out under Format 5 of Section 7 of the RfQ-cum-RfP, in an amount
equal to 5% (five percent) of the Yearly Fee Ceiling for the First Year.

Further, in the event the term of this Contract is extended, the Consultant shall at least 15
(fifteen) days prior to the commencement of every Subsequent Year or at least 30 (thirty)
days prior to the date of expiry of the then existing bank guarantee, whichever is earlier,
provide an unconditional and irrevocable bank guarantee as Performance Security for an
amount equivalent to 5% (five percent) of the sum of the Yearly Fee Ceiling for the

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applicable Subsequent Year and the Yearly Fee Ceiling for the previous Subsequent Year(s)
and/or the First Year, as the case may be.

The Performance Security shall be obtained from a scheduled commercial Indian bank, in
compliance with Applicable Laws (including, in case the Consultant is a non-resident, in
compliance with applicable foreign exchange laws and regulations). {In the event the
Consultant is a Consortium, the Performance Security may be provided by any Member;
provided that such Performance Security shall mention the details of this Contract and the
other Members.}

The Performance Security shall be extended accordingly such that the Performance
Security remains valid until the expiry of a period of 60 (sixty) days from the date of
submission of the last Deliverable under this Contract. If the Client shall not have received
an extended/replacement Performance Security in accordance with this Clause 6.5 at least
30 (thirty) days prior to the date of expiry of the then existing Performance Security, the
Client shall be entitled to draw the full amount of the bank guarantee then available for
drawing and retain the same by way of security for the performance by the Consultant of
its obligations under this Contract until such time as the Client shall receive such an
extended/replacement Performance Security whereupon, subject to the terms of this
Contract, the Client shall refund to the Consultant the full amount of the bank guarantee,
unless the Client has drawn upon the Performance Security in accordance with the
provisions of this Contract, in //which case only the balance amount remaining shall be
returned to the Consultant; provided that the Client shall not be liable to pay any interest on
such balance.

The Client shall return the bank guarantee provided as Performance Security to the issuer
thereof for cancellation promptly upon receipt of any extension/replacement thereof.
Subject to satisfactory completion of all Deliverables under this Contract, the Performance
Security shall, subject to any drawdowns by the Client in accordance with the provisions
hereof, be released by the Client within a period of 180 (one hundred eighty) days from the
date of submission of the last Deliverable under this Contract.

The Client shall have the right to claim under the Performance Security and appropriate the
proceeds if any of the following occur:

(a) the Consultant becomes liable to pay liquidated damages;

(b) occurrence of any of the events listed in sub-Clauses (1) through (11) of Clause
2.5.1 of the GCC;

(c) any material breach of the terms hereof; and/or

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4. Format 4: List of Appendices to the Contract

The list of Appendices to the Contract document which would be attached is described below:

Terms of reference containing, inter-alia, the Description of the Services and

Appendix A reporting requirements.

Key Personnel, Resource Pool and Sub Professional Personnel, Task

assignment, work programme, manning schedule, qualification requirements
Appendix B
of key Personnel, resource pool.

Approach and methodology.

Appendix C

Duties of the Client.

Appendix D

Cost Estimate.
Appendix E

“Conformed Document” which incorporates all the changes, modifications

Appendix F and results of the contract discussion.

Copy of Letter of Award.

Appendix G

Copy of letter of Award/ acceptance by consultant.

Appendix H

Copy of Bank Guarantee for Performance Security.

Appendix I

Clarifications.
Appendix J

Hours of work for Consultants’ Personnel.

Appendix K

Correspondences.
Appendix L

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Appendix A: Terms of reference containing, inter-alia, the Description of the Services and
reporting requirements

[To be finalized by the Client]

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Contract No__________________________________; Date_______________

Consultant’s Name_________________________

[This Appendix shall include the final Terms of Reference (TORs), and Work Schedule and Planning of
Deliverables, worked out by the Client and the Consultant during the negotiations; dates for completion
of various tasks; location of performance for different tasks; detailed reporting requirements; Client’s
input, specific tasks that require prior approval by the Client.]

Terms of Reference

Work Schedule and Planning for Deliverables

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Appendix B: Key Personnel, Resource Pool and Sub Professional Personnel, Task assignment,
work programme, manning schedule, qualification requirements of key Personnel, resource pool

[To be finalized by the Client]

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Contract No__________________________________; Date_______________

Consultant’s Name_________________________

[Insert a table based on Form 4L of the Applicant’s Technical Proposal and finalized at the Contract’s
negotiations. Attach the CVs (updated and signed by the respective Key Experts) demonstrating the
qualifications of Key Experts.]

[Specify Hours of Work for Key Experts: List here the hours of work for Key Experts; travel time to/ from
the Assignment Site; entitlement, if any, to leave pay; public holidays in the Client that may affect
Applicant’s work; etc. Make sure there is consistency with Form 4L. In particular: one month equals 22
(twenty-two) working (billable) days. One working (billable) day shall be not less than eight (8) working
(billable) hours.]

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Appendix C: Approach and methodology

[To be finalized by the Client]

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Contract No__________________________________; Date_______________

Consultant’s Name_________________________

[This Appendix shall include the final Approach and Methodology, worked out by the Client and the
Consultant during the negotiations; dates for completion of various tasks; location of performance for
different tasks; detailed reporting requirements; Client’s input, specific tasks that require prior approval
by the Client.]

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Appendix D: Duties of the Client

[To be finalized by the Client]

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Appendix E: Cost Estimate

[To be finalized by the Client]

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Contract No__________________________________; Date_______________

Consultant’s Name_________________________

1. Monthly rates for the Experts:

[Insert the table with the remuneration rates. The table shall be based on the Applicant’s Proposal and
reflect any changes agreed upon at the Contract negotiations, if any. The footnote shall list such changes
made at the negotiations or state that none has been made.]

2. [When the Consultant has been selected under the Quality-Based Selection method, or the Client has
requested the Consultant to clarify the breakdown of very high remuneration rates at the Contract’s
negotiations, also add the following: “The agreed remuneration rates shall be stated in the attached Annex
to Appendix C. This Annex shall be prepared based on the Breakdown of Remuneration Rates submitted
by the Consultant and incorporating any amendments agreed upon during negotiations.

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Annex to Appendix E: Breakdown of Agreed Fixed Rates in Consultant’s Contract

We hereby confirm that we have agreed to pay to the Experts listed, who shall be involved in performing
the Services, the basic fees and away from the home office allowances (if applicable) indicated below:

(Rate per Working Month/Day/Hour)

Experts 1 2 3 4 5 6 7 8
Agreed Agreed
Basic Away from
Social Fixed Fixed
Name Position Remuneration Overhead1 Subtotal Profit2 Home
Charges1 Rate1 in Rate in
Rate Allowance
Figs Words
Home Office

Away from Home

Office

1 Expressed as a percentage of 1
2 Expressed as a percentage of 4

_______________________________ ______________________________

Signature Date

Name and Title: _______________________________________

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Appendix F: “Conformed Document” which incorporates all the changes, modifications and
results of the contract discussion.

[To be inserted basis the outcome of the negotiations]

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Appendix G: Copy of Letter of Award

[To be inserted basis the final Letter of Award]

RfQ-cum-RfP No. RFP No./ xxxx; Tender Title: Consultancy Services

Date:

To,
[Name of Company]
[Address]

Subject: Request for Qualification – Cum – Request for Proposal (RFQ – Cum – RFP) for
__________________________________________________________________________
____________________________________________ – Issuance of Letter of Award (LOA)
– regarding.

Dear Sir,

1. Kindly refer to your Proposal number___________ dated _________, regarding Selection of

Consultant to act as a Project Management Consultant (PMC) for Infrastructure Development of
PM Mitra Park, Dharin Madhya Pradesh under HNIC Project.

2. In this regard, we wish to inform you that the Competent Authority has approved your company
as Consultant for ____________________________________________________and the
project is being awarded to you at the quoted price of Rs. ________/- (Rupees
____________________ Only) including taxes.

3. You are requested to submit a legal, valid and enforceable Performance Security in the form of
an unconditional and irrevocable bank guarantee as security for the performance by the
consultant of its obligations under this Contract as per Clause No. Clause 2.5.4(4) of the Special
Conditions of Contract of the RfQ – cum – RfP and in the Format 5 of Section 7 of the RfQ –
cum – RfP, for an amount equal to ____percent (___%) of the awarded price of the contract as
per Para – 2 above.

4. Also, you are required to procure the following insurance policies as per Clause No. 3.6 of the
Special Conditions of Contract of the RfQ – cum – RfP.

a. Third Party motor vehicle Liability Insurance.

b. Third Party Liability Insurance.
c. Professional Liability Insurance.
d. Employer’s Liability and Workers’ compensation Insurance.
e. Any other insurance.

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5. The above required documents must be submitted within 2 (two) weeks from the date of this
letter.

6. As per Clause No. 11.1.1 (2) of the RfQ – cum – RfP, you are requested to sign and return the
duplicate copy of the Letter of Award (LoA) in acknowledgement thereof, within seven (7) days
of receipt of LoA.

Kindly acknowledge the receipt of this letter.

Thanking you,
For, SPV

___________________________

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Appendix H: Copy of letter of Award/ acceptance by consultant

[To be inserted basis the copy of acceptance of final Letter of Award by the Consultant]

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Appendix I: Copy of Bank Guarantee for Performance Security

[To be inserted basis the performance security submitted by the Consultant]

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Appendix J: Clarifications

[To be inserted basis the outcome of the negotiations]

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Appendix K: Hours of work for Consultants’ Personnel

[To be inserted basis the outcome of the negotiations]

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Appendix L: Correspondences

[To be inserted basis the outcome of the negotiations]

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5. Format 5: Format for Performance Security

(The Bank Guarantee shall be on a Stamp Paper of appropriate value in accordance with Stamp Act and
shall be purchased in the name of the guarantee issuing Bank or the Party on whose behalf the BG is
being issued.)

Bank Guarantee No……………

Date……………………………...

To
CEO & Managing Director,
SPV name & Address

Whereas M/s……………………………………………………with its Registered/ Head Office

at…………………………. (name and address of the Consultant, hereinafter called “the Consultant”,
which expression shall, unless repugnant to the context or meaning thereof, include its successors,
administrators, executors and assigns) has undertaken, in pursuance of Contract no ………..
date……………. to delivery ……………… (description of Services) (hereinafter called “the Contract”).

And Whereas you (unless repugnant to the context or meaning thereof, including your successors,
administrators, executors and assigns) have stipulated in the said Contract that the Consultant shall
furnish you with a bank guarantee by a Commercial bank for the sum specified therein as security for
compliance with its obligations as per the Contract;

And Whereas we …………………… with our Head Office at…………………………. (name and
address of the Bank, hereinafter referred to as the ‘Bank’, which expression shall, unless repugnant to
the context or meaning thereof, include its successors, administrators, executors and assigns) have agreed
to give the Consultant such a bank guarantee.

Now, Therefore, we hereby affirm that we are guarantors and responsible to you, on behalf of the
Consultant, up to a total of …………………………………………………….(amount of the guarantee
in words and figures), and we undertake to pay you, upon your first written demand declaring the
Consultant to be in default under the Contract and without cavil or argument, any sum or sums within
the limits of (amount of guarantee) as aforesaid, without your needing to prove or to show grounds or
reasons for your demand or the sum specified therein, notwithstanding any difference between you and
the Consultant or any dispute pending before any Court, Tribunal, Arbitrator or any other authority.

We hereby waive the necessity of your demanding the said debt from the Consultant before presenting
us with the demand.

The Bank undertakes not to revoke this guarantee during its currency without your previous consent and
further agrees that the guarantee herein contained shall continue to be enforceable till you discharge this
guarantee. This guarantee will not be discharged due to a change in the constitution of the Bank or the
Consultant’s.

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We further agree that no change or addition to or other modification of the terms of the Contract to be
performed thereunder or of any of the Contract documents which may be made between you and the
Consultant shall in any way release us from any liability under this guarantee, and we hereby waive
notice of any such change, addition, or modification.

This guarantee shall be valid until the ………….day of …….20……

Our………………………………….branch at………………*(Name & Address of the

………….…………..*(branch) is liable to pay the guaranteed amount depending on the filing of a claim
and any part thereof under this Bank Guarantee only and only if you serve upon us at our ………………*
branch a written claim or demand and received by us at our …………………..* branch on or before
Dt………….. otherwise, the bank shall be discharged of all liabilities under this guarantee after that.

(Signature of the authorized officer of the Bank)

………………………………………….

………………………………………….

Name and designation of the officer

…………………………………………

Seal, name & address of the Bank and address of the Branch
*Preferably at the authority's headquarters competent to sanction the expenditure for procurement of
goods/Services or at the concerned district headquarters or the state headquarters.

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