rfp-mpsrdc bus station

RFP for modernization and development of selected Bus Stands in the State of M.P.

DISCLAIMER

The information contained in this Request for Proposal document (“RFP”) or subsequently provided to Applicants, whether verbally or in documentary form by or on behalf of MPRDC, is provided to Applicants on the terms and conditions set out in this RFP and such other terms and conditions subject to which such information is provided. Whilst the information in this RFP and other information compiled by MPRDC have been prepared in good faith, they are not, and do not purport to be, comprehensive or independently verified. The information given is not an exhaustive account of statutory requirements and should not be treated as a complete or authoritative statement of law. MPRDC accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on the law expressed herein. This RFP is not an agreement and is neither an offer nor invitation by MPRDC to the prospective Applicants. The purpose of this RFP is to provide interested parties with information that may be useful to them in the formulation of their Proposals pursuant to this RFP. This RFP includes statements, which reflect various assumptions and assessments arrived at by MPRDC for the Consultant and may not be appropriate for all persons, and it is not possible for MPRDC or its advisers to consider the objectives, technical expertise and particular needs of each party who reads or uses this RFP. The assumptions, assessments, and information contained in this RFP, may not be complete, accurate, adequate or correct. Each Applicant should, therefore, conduct its own investigations and analysis and should check the accuracy, reliability and completeness of the information contained in this RFP and obtain independent advice from appropriate sources. MPRDC shall have no liability to any person including any Applicant under any law, statute, rules or regulations for any loss, cost or expense which may arise from or be incurred or suffered on account of anything contained in this RFP, including the accuracy, adequacy, correctness, reliability or completeness of the RFP and any assessment, assumption, statement or information contained therein or deemed to form part of this RFP or arising in anyway in this Selection Process.

The issue of this RFP does not imply that MPRDC is bound to select an Applicant or to appoint the Selected Applicant, as the case may be, for the

________________________________________________________ MPRDC-Bhopal NIT No. No. MPRDC/BOT/FR/2010/ 13459 dated 03.03.2011 1


Consultancy and MPRDC reserves the right to reject all or any of the Proposals without assigning any reasons whatsoever.

The Applicant shall bear all its costs associated with or relating to the preparation and submission of its Proposal including but not limited to preparation, expenses associated with any demonstrations or presentations which may be required by MPRDC or any other costs incurred in connection with or relating to its Proposal. All such costs and expenses will remain with the Applicant and MPRDC shall not be liable in any manner whatsoever for the same or for any other costs or other expenses incurred by an Applicant in preparation for submission of the Proposal, regardless of the conduct or outcome of the Selection Process.



MP ROAD DEVELOPMENT CORPORATION LTD. 16-A, Arera Hills, Bhopal- 11 (M.P)

Ph: 0755-2765215/2765196: Fax: 0755-2572643 Website: www.mprdc.nic.in

No. MPRDC/BOT/FR/2010/13459 Bhopal, dated 03.03.2011 INVITATION FOR SELECTION OF CONSULTANT FOR PREPARATION OF DETAILED PROJECT REPORT FOR MODERNIZATION AND DEVELOPMENT OF BUS STANDS IN THE STATE OF MADHYA PRADESH MP Road Development Corporation Limited (MPRDC) is a premier organization of the State of Madhya Pradesh notified as State Highway Authority and engaged in the development of State Highways and infrastructure projects. MPRDC intends to appoint Consultant for preparation of Detailed Project Report for modernization and development of selected Bus Stands to be developed on BOT basis. In phase I, 35 Bus Stands have been identified. Detailed Request for proposal document (RFP) containing the Terms of Reference and Scope of Work for this assignment can be obtained from the office of the Managing Director, MP Road Development Corporation, 16-A, Arera Hills, Bhopal – 462 011 on payment of non-refundable fee of ` 10,000/- (Rupees Ten Thousand only) by way of Demand Draft payable at Bhopal favouring Managing Director, MP Road Development Corporation from 07.03.2011 up to 25.03.2011. The last date of submission of offer is 26.03.2011 up to 15.00 hours.

The RFP document is also available on the MPRDC website (http://www.mprdc.nic.in). Applicant, who download the RFP document from the website will be required to pay a non-refundable fee of ` 10,000/- (Rupees ten thousand only) for the Project drawn in favour of Madhya Pradesh Road Development Corporation Ltd., payable on any scheduled bank in Bhopal at the time of the submission of the RFP or at the time of attending the pre-bid meeting. The documents can also be obtained by post/courier upon a written request accompanied by the documents fee plus ` 500.00 (Five hundred) towards postal and other related charges. MPRDC will not be responsible for any delay in receiving the applications. MPRDC reserves the right to accept/reject any or all applications without assigning any reason thereof. Managing Director


http://www.mprdc.nic.in/

http://www.mprdc.nic.in/


1. PROJECT OUTLINE

1.1 The Government of Madhya Pradesh is giving a great push to the

growth of infrastructure in the state. To facilitate road users and to attract more interstate traffic, it has been decided to create better environment and facilities for bus users. The State of Madhya Pradesh through Madhya Pradesh Road Development Corporation (MPRDC) plans to modernize, construct and operate selected Bus Stands equipped with modern basic amenities. In phase-I, These bus stands are to be upgraded at locations listed in Annexure-A. The aim for upgrading the Bus stands is to provide an efficient services and tidy environment. Further, the buses running in the state will be made GPS enabled with online bus movement information and ticketing facilities. While designing the concept, emphasis is being given to cut short the time required and to provide maximum possible easement to bus users.

It is proposed to implement this project on BOT basis and to appoint a Consultant to undertake traffic survey, Site Selection and Bus stand up-gradation plan for selected bus stands.

1.2 Project Background

Bus stand is a hub of commercial activities as bus is a reliable and widely acceptable mode of transportation. As on date, the systems are unorganized and the conditions of the bus stands are not aesthetic as well as procedures are old and have become redundant in today’s environment. Traditional methods are being followed for ticketing, enquiry and there is no way whereby the time schedules and information about running of the buses can be obtained. These aspects are to be addressed in the project.

1.3 The Model Project is proposed to be developed on BOT basis wherein Concessionaire will be given the selected bus stands for development and in lieu of its investment, it will use the commercial space for recouping the return. Concession Period and user fee for various facilities will be pre-decided.



2 INSTRUCTIONS TO APPLICANT

GENERAL 2.1 Scope of Proposal 2.1.1 Detailed description of the objectives, scope of services, deliverables

and other requirements relating to this Consultancy are specified in this RFP. In case an applicant firm possesses the requisite experience and capabilities required for undertaking the Consultancy, it may participate in the Selection Process either individually (the “Sole Firm”) or as lead member of a consortium of firms (the “Lead Member”) in response to this invitation. The manner in which the Proposal is required to be submitted, evaluated and accepted is explained in this RFP.

2.1.2 Applicants are informed that the selection of Consultant shall be on

the basis of evaluation by MPRDC through the Selection Process specified in this RFP. Applicants shall be deemed to have understood and agreed that no explanation or justification for any aspect of the Selection Process will be given.

2.1.3 The Applicant shall submit its Proposal in the form and manner

specified in this RFP. The Technical proposal shall be submitted as per Annexure –1 and the Financial Proposal shall be submitted in the form at Annexure-6. Upon selection, the Applicant shall be required to enter into an agreement with MPRDC as specified in Annexure – 7.

2.1.4 The key personnel shall be evaluated on the basis of their

experience in executing eligible assignments. The key personnel/experts shall have experience in accordance with the requirements mentioned in the section Minimum Eligibility Criteria.

2.2 Conditions of Eligibility

2.2.1 To be eligible for evaluation of its Proposal, the firm should have technical competency and key personnel should have experience in the transport Sector as specified in RFP document. The detailed conditions are given in section Minimum Eligibility criteria.



2.2.2 The Applicant shall enclose with its Proposal, certificate(s) from its

Statutory Auditors stating its revenues from professional fees during the past 3 years ending 31.03.2010.

2.2.3 The Applicant should submit a Power of Attorney in the name of

person authorized to sign and submit the document.

2.2.4 Any entity which has been barred by the Central / State Government in India, from participating in any project, and the bar subsists as on the date of Proposal, would not be eligible to submit a Proposal.

2.2.5 An Applicant should have, during the last three years, neither failed

to perform on any agreement, as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award against the Applicant, nor been expelled from any project or agreement nor have had any agreement terminated for breach.

2.3 Conflict of Interest 2.3.1 An Applicant shall not have any conflict of interest that may affect

the Selection Process or the Consultancy. Any Applicant found to have a Conflict of Interest shall be disqualified. In the event of disqualification, MPRDC shall forfeit and appropriate the Bid Security towards damages payable to MPRDC for, inter alia, the time, cost and effort of MPRDC including consideration of such Applicant’s Proposal, without prejudice to any other right or remedy that may be available hereunder or otherwise.

2.3.2 MPRDC requires that the Consultant provides professional,

objective, and impartial advice and at all times hold MPRDC’s interests paramount, avoids conflicts with other assignments or its own corporate interests, and acts without any consideration for future work. The Consultant shall not accept or engage in any assignment that would be in conflict with its prior or current obligations to other employers, or that may place it in a position of not being able to carry out the assignment in the best interests of MPRDC.



2.4 Number of Proposals

An Applicant is eligible to submit only one Application for the Consultancy. An Applicant applying individually or as a member of a consortium shall not be entitled to submit another application either individually or as a member of another consortium, as the case may be.

2.5 Cost of Proposal The Applicants shall be responsible for all of the costs associated with the preparation of their Proposals and their participation in the Selection Process. MPRDC will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of the Selection Process.

2.6 Site visit Applicants are advised to submit their respective Proposals after visiting the Project site and ascertaining for themselves the site conditions, soil conditions, physical and socio-economic conditions, surroundings, climate, access to the site, availability of water and other data, applicable laws and regulations or any other matter considered relevant by them.

2.7 Acknowledgement by Applicant 2.7.1 It shall be deemed that by submitting the Proposal, the Applicant has:

(a) made a complete and careful examination of the RFP. (b) received all relevant information requested from MPRDC. (c) acknowledged and accepted the risk of inadequacy, error or

mistake in the information provided in the RFP or furnished by or on behalf of MPRDC.

(d) satisfied itself about all information, given in this document, required for submitting the Application and performance of all of its obligations there under;

(e) acknowledged and confirmed that it does not have a Conflict of Interest;

(f) agreed to be bound by the proposal provided by it under and in terms hereof.



2.7.2 MPRDC shall not be liable for any omission, mistake or error on the part of the Applicant in respect of any of the above, relating to RFP or the Selection Process, including any error or mistake therein or in any information or data given by MPRDC.

2.8 Right to reject any or all Proposals 2.7.2 Notwithstanding anything contained in this RFP, MPRDC reserves

the right to accept or reject any Proposal and to annul the Selection Process and reject all Proposals, at any time without any liability or any obligation for such acceptance, rejection or annulment, and without assigning any reasons thereof.

2.8.2 MPRDC reserves the right to reject any Proposal if: (a) at any time, a material misrepresentation is made or uncovered, or (b) the Applicant does not provide, within the time specified by

MPRDC, the supplemental information sought by MPRDC for evaluation of the Proposal.

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

B. DOCUMENTS 2.9 Contents of the RFP 2.9.1 This RFP comprises the Disclaimer set forth hereinabove, the

contents as listed below and will additionally include any Addendum/Amendment issued in accordance with Clause 2.11.



2.10 Clarifications 2.10.1 Applicants requiring any clarification on the RFP may send their

queries to MPRDC in writing before the date mentioned in Clause 1.7. The envelopes shall clearly bear the following identification:

"Request/ Queries for Additional Information concerning RFP

of Selected Bus Stands"

MPRDC shall endeavor to respond to the queries within the period specified therein but not later than 3 days prior to the Proposal Due Date. MPRDC will post the reply to all such queries on the Official Website from time to time, without identifying the source of queries.

2.10.2 MPRDC reserves the right not to respond to any questions or

provide any clarifications, in its sole discretion, and nothing in this Clause shall be taken or read as compelling or requiring MPRDC to respond to any question or to provide any clarification.

2.11 Amendment of RFP 2.11.1 At any time prior to the deadline for submission of Proposal,

MPRDC may, for any reason, whether at its own initiative or in response to clarifications requested by an Applicant, modify the RFP document by the issuance of Addendum/ Amendment through its official website.

2.11.2 In order to afford the Applicants a reasonable time for taking an

amendment into account, or for any other reason, MPRDC may, in its sole discretion, extend the Proposal Due Date.

C. SUBMISSION OF PROPOSAL 2.12 Language, Format and signing of Proposal 2.12.1 The Proposal with all accompanying documents and

communications shall be in English Language. The Applicant shall provide all the information sought under this RFP. MPRDC would evaluate only those Proposals that are received in the specified forms and complete in all respects.



2.12.2 The Applicant shall prepare one original set of the Documents

comprising the Proposal (together with originals/ copies of documents required to be submitted along with this RFP) and clearly marked “ORIGINAL”. In addition, the Applicant shall submit 1 (one) copy of the Proposal marked “COPY”. In the event of any discrepancy between the original and the copy, the original shall prevail.

2.12.3 The Proposal shall be typed and signed by the authorized signatory

of the Applicant who shall initial each page, in blue ink. All the alterations, omissions, additions, or any other amendments made to the Proposal shall be initialed by the person(s) signing the Proposal. The Proposals must be properly signed as detailed below:

(i) by the proprietor, in case of a proprietary firm; (ii) by the partner holding the Power of Attorney, in case of a

partnership firm;

(iii) by a duly authorised person holding the Power of Attorney, in case of a Limited Company or a corporation; or

(iv) by the authorised representative of the Lead Member, in case

of consortium. A copy of the Power of Attorney certified under the hands of a partner or director of the Applicant or a notary public on the specified form shall accompany the Proposal.

2.12.4 Applicants should note the Proposal Due Date is as specified in Data Sheet for submission of Proposals. No supplementary material will be entertained by MPRDC, and that evaluation will be carried out only on the basis of Documents received by the closing time of Proposal Due Date as specified in Data Sheet.

2.12.5 Bid Security

The applicant shall furnish as part of its Proposal, a Bid Security of ` 2.00 lacs (Rupees Two lacs) in the form of a Demand Draft/Bank




Guarantee issued by the Nationalized/Scheduled Bank in India, in favour of Managing Director, MP Road Development Corporation Ltd., payable at Bhopal returnable not later than 30 days from the proposal due date. The Bank Guarantee is to submitted in the format appended at Annexure-8. The selected applicant’s Bid Security shall be returned, up on complete the deliverable assigned to it for the first 4 (four) months of the Consultancy in accordance with the provisions thereof.


Terms of Reference for the selection of consultant for Modernization and Development of Bus Stands at selected locations in the State of Madhya Pradesh.

3.1 Objective of consultancy services

The project mainly consists of upgrading the existing bus stands either by new construction or by upgrading the existing buildings, constructing various types of administrative and commercial buildings, providing ample illumination for entire bus stand complex, installation of various electronics instruments, suggesting broad guidelines for necessary software suitable for user departments and intense networking with the bus stands with central control room at Bhopal. The bus ticket reservation system will be made online and all the buses will be made GPS enabled so that the exact route and running status is available all the time.

MPRDC has decided to select a consultant of repute to undertake the survey of existing sites and based on the survey suggest the facilities and infrastructure to be built at the individual bus stands and to prepare cost estimates of the project in consultation with the experts engaged by MPRDC.

3.2 The Concept Increased movement of interstate traffic both in volume & speed requires up gradation of old conventional bus stops. Modern and computerized systems are needed to be designed, to facilitate bus users. Bus stands are proposed to have two complex, though integrated (1) Bus stand complex

(2) The facilities centre.

(A) The two segments are proposed to house the following facilities : (a) Bus Stand Complex

1. Bus parking space with type of pavements



2. Ticket booking office

3. Dead Storage area

4. Staff recreation space

5. General Store

6. Toilets with effective sewage disposal

7. Canteen

8. Weigh bridge

9. Parking facility for other vehicles

10. Warehousing Facilities.

(b) Facilities Centre : 1. Dhabas/Eateries

2. Super Store/Market

3. Mechanic shops

4. Puncture & Tyre Repair

5. Auto spares

6. General Merchandise

7. Petrol/Diesel Pumps (if space permits)

8. Medical shop/Dispensary

9. Retiring Dormitories/Hotel

10. STD/PCO/Cyber café

11. Pan shop/Cassette Shop/Book Stalls

12. Bank facilities/ATM center.

With this concept, emphasis has to be given on smooth flow of traffic movement and to provide better facilities to bus users. In addition to it, the Modernized and computerized Bus Stands are proposed to enhance the progressive image of the state. The Modernization and computerization of Bus stands needs to be designed within the available space meeting the specific requirements of user departments.



3.4 Scope of Work:

The scope of work for the consultancy is as follows:- 3.4.1 The Consultant shall assess the size of bus stands based on the traffic

survey. 3.4.2 Consultant shall assess the existing facilities with the various

departments in terms of land availability 3.4.3 Consultant shall carry out analysis to assess the daily traffic, traffic

composition and directional distribution which will help in assessing the intensity of traffic. A seven day traffic survey count will have to be done for the same.

3.4.4 Based on the traffic survey findings:

a. Consultant shall carry out site survey and suitability study for the earmarked sites.

b. Assess the number of parking lanes to be constructed at each Bus stand.

3.4.5 Based on the availability of logistics, social infrastructure and traffic

surveys findings, availability of Government land, the Consultant will study the site for proposed development, and will prepare Building plans for each Bus Stand, which shall be based on the potential of the area for commercial development.

3.5 Consultant shall prepare module for online ticketing and making each bus GPS enabled to facilitate tracking their movement.

3.5.1 Cost Estimations:

3.5.2 The Consultant will prepare cost estimates of the project in consultation/liaison with MPRDC.



3.6 Deliverables and Time Schedule The work in all respect shall be completed within a stipulated period from the date of receipt of work order. Scheduling of the work within this period is indicated below, which shall be adhered to:

A Inception Report 07 days B Traffic Survey and Site study

report. 30 days

C Draft report Detailed Plan for Site development 120 days

D Final Report Within 7 days of approval of Draft Report.

The Consultant shall submit 3 copies of traffic reports and of site study report and seven sets of development plans in hard copy and one soft copy each in editable format. The cost estimates will be prepared separately and will be supplied in four hard copies and one soft copy in editable format. All reports and CDs submitted by the Consultant shall be the property of MPRDC, without any restrictions or legal constraints. The Consultant will not have the right to disclose any information pertaining to the project, without the express written permission of MPRDC. The overall responsibility for the quality of the assignment including the correctness of Traffic Survey and develop more plan details shall rest with the Consultant. 3.10 Contract Price & Payment Schedule.

The Contract Price shall be a fixed lump sum price inclusive of all taxes, for the scope of work as outlined in the Terms of Reference. The payment schedule shall be as follows:

S.No. Mile stones % of Contract Price

1 Submission of Inception report 10

2 Submission of traffic survey and site identification report

30

3 Submission of Site development papers 40


Balance 20% will be released on issuance of RFP documents to bidders.


Note: The inception report shall include the suitability and legal feasibility of the site for development on PPP basis 3.11 Detailed Scope of Work

The Scope of Services shall comprise of following:-

1. Site investigation and Surveys such as Engineering Surveys, environmental survey, soil survey, wind study, traffic survey etc for each site.

2. Selection and location of Bus Terminus Sites, their suitability and legal feasibility of developing them on PPP basis..

3. Study of local municipal bye-laws wherever applicable and obtaining building permission from Municipal Corporation as well as Town & Country Planning, if required.

4. To prepare drawings and lay out of all building utilities like power, water, drainage, roads etc from various Govt/Private bodies.

5. Preparation of land plan schedules and utility relocation plan.

6. Concept design of layout and buildings with three alternate design and obtaining approval of best use option from client.

7. To carry out the traffic count around each bus terminus along with traffic forecast for buses.

8. Carry out preliminary engineering design including architecture, structural, M&E, communication cables and other utilities for bus terminus.

9. Preparation of Rough Cost Estimate.

10. To verify whether preliminary drawing conforms to be a regulation of various authorities like traffic, Fire Deptt., Environment Deptt., Sewage & Water work department etc. as required for sanction of building plan.

11. Preparation of any other miscellaneous drawings required for the project.



12. Preparation of Schedules A, B, C, D & H of Concession Agreement.

13. Preparation of Viability Analysis.

DETAILED SCOPE OF WORK

1) Site investigation and engineering surveys, environmental survey, soil survey, wind study, traffic survey etc for each site:

I. To conduct detailed topographic survey for roads, buildings, streets, and land, physical features, built-up area, underground and overhead services/utilities, tress, obstructions and encroachments, existing drainage system, inventory survey of existing location.

II. To conduct Surveys / Contouring & Investigations of Project and Project Influence Area.

III. Field surveys would include Total Station Survey, environmental survey, Site Survey, demand survey, Market Survey and soil survey.

2) Study of local municipal bye-laws wherever applicable:

I. Detail study of local bye laws and legal feasibility of site for its development on PPP basis.

II. To make client aware of rules and regulations for planning of the project.

III. To study structural, Fire, civil, and National codes required for the project.

IV. To conduct meetings with local municipal authority pertaining to municipal laws & their development plan.

V. Take permission and clearances from concerned departments.

3) To obtain drawings and lay out of all utilities like power, water, drainage, roads etc from various Govt./Private bodies:

I. Collection of secondary data II. To obtain Road maps, drainage system, water system and various

layouts from the local and private bodies.



III. Make detail drawing, layout and maps from the layouts received from local bodies.

IV. Study the Future Developments proposed in the vicinity of the project area and its surroundings and assess its impact on the project.

4) Concept design drawing of Bus terminus and associated buildings with three alternate Design and obtaining from client approval of best use option:

Consultant is expected to develop the concept plan and further

planning/design of INTERCITY BUS TERMINAL SYSTEM based on

futuristic and modern designs taking into account following broad

parameters:

• design period of 30 years

• interconnectivity between various modes of transport and the

proposed mass transit system

• requirements for bus bays, fuel station and maintenance depot

• facilities and amenities required for passengers

• passenger vehicle parking

• circulation pattern- flow of passengers, buses

• quantum and nature of commercial space

• Idle parking of buses/ cars

• Movement area, exit, entry for buses and connectivity to main road.

The architectural design of the bus terminal shall give it the facet of a

quality/ signature building having an efficient operation of the bus system.

The design of the bus system shall be based on following features:

• Segregated traffic movement in terms of type, flow and function

• Segregation of terminal and non-terminal activities/ traffic;



• Unidirectional flow of all modes of transport;

• Pedestrian traffic shall not conflict with other modes of transport.

• Co-ordination of different activities in terms of functional and spatial

inter-relationships

• Timely dissemination of vehicular and related necessary information

to passengers

• Provision of necessary facilities/utilities to meet the requirement of

all user groups

• Adequate parking for private vehicles

• Ticket distribution system to users

5) To carry out the traffic count around each proposed bus terminus

along with traffic ground forecast for buses:

I. Analyze the traffic, travel and network characteristics of project area.

II. Review the existing traffic circulation and mobility patterns within the

study area.

III. Identify both the captive and external travel pattern amongst the

residents of the local planning area.

IV. The Consultant will:

Describe existing transport operations in terms of:

• traffic flows;

• Car, two wheeler, Cycle, Bus and other commercial vehicle

movement in terminus area and around.

• Identify key intersections and congestion points

• Identify major travel trends.

V. The Consultant will forecast:

• Travel trends, existing and future.



• Bus volumes, current and future year scenarios;

• Traffic volumes, current and future year scenarios; and

• Car, pedestrian and cycle volumes, current and future year scenarios.

• Origin, destination study of buses.

6) Carry out preliminary engineering design including architecture,

structural & communication cables: VI. Preparation of Preliminary Drawings with respect to proposed

development at the site.

VII. They shall include Structural & Architectural drawings, compliant to

Public Health Environment and should include Macro & Micro level

utilities, connectivity and infrastructure facilities.

VIII. To understand basic design & services of the project, including civil

work, Electronic & Electrical, Structural Designs etc.

IX. Mapping of location of existing utilities.

7) Preparation of, Rough Cost Estimates:

I. Preparation of Rough Cost Estimate.

II. Undertaking costs analysis for repair and maintenance of project work.

8) To verify whether preliminary drawing conforms to be a regulation of various authorities like traffic, Fire Deptt., Environment Deptt., Sewage & Water work department etc. as required for sanction of building plan:

I. The planning, design of the buildings/terminal/commercial area is to

follow all rules, regulations and bye-laws of local statutory bodies.



II. The consultant shall undertake Environmental Impact Assessment, if

required.

III. The Consultant shall have to co-ordinate with Local authorities and

attend meetings with Clients, other Govt. Departments, as and when

required, including meeting with the contractors.

9) Preparation of plan for online ticketing, and making bus movement in the state GPS enabled.

10) Consultant will have to suggest necessary legal framework to be adopted to implement the project on BOT basis and will have to prepare various draft amendments required in the existing legal framework for the same.

11) The Detailed Project Report: The Detailed Project Report will include the following:

I. Preparation of Master Plan

II. Network Integration Strategy

III. Land use and planning

IV. Environmental Impact Assessment

V. Socio –cultural Impact Assessment

VI. Economic Cost Benefit Analysis

I. Preparation of Master Plan

As per the requirements of this project, the Consultant shall prepare

Master Plan. The Master Plan shall integrate various facilities planned

on the project sites with the developments in the vicinity (both

existing and proposed). The Consultant shall chalk out any bulk land

allotment to various business segments i.e. commercial plans,



recreational plans, housing and the other facilities in the conceptual

plan, which shall be detailed out in the Master Plan. The Master Plan

shall contain Client’s requirements as well as ancillary facilities.

While planning, the leasable component of land shall be borne in

mind and worked out by the Consultant.

II. Network Integration Strategy

A Network Integration Strategy will be developed to facilitate the

efficient integration of bus terminals with broader transport network.

This strategy will involve:

1) Inter-modal access;

2) GPS enabled Bus operations, online ticketing and bus movement

tracking.

II-1) Inter-modal access

Inter-modal access locations are areas that bring together different

modes of transport, allowing passengers to change their mode of

travel. For example, this can include bus–rail interchanges, taxis, and

other modes of transport. For this Consultant will suggest:

• Route optimization strategies;

• Passenger demand

• Parking and control requirements; and

• Inter modal movement of traffic and how it is to be regulated.

II-4) GPS enabled Bus operations, online ticketing and bus movement

tracking

In order to optimize bus operations, consultant will suggest strategies

to be adopted for making the bus movement in the State GPS enabled.



Further online ticketing with facility of advance reservation system &

computerized online bus movement tracking is to be provided for

which consultant will suggest adequate strategy.

III. Land use and planning

The Consultant should:

• Identify current land use within and adjacent to the area of the

proposed bus Terminal, including adjacent activity centers.

• Identify use of directly affected private property and acquisition

issues, if any.

• Determine compatibility of the Bus Terminal with the desired

intent of City Plan as per the relevant planning scheme

provisions and emerging urban renewal opportunities.

• Consider requirements of the project under relevant State

Planning policies.

IV. Environmental Impact Assessment

A thorough study must be carried out of the existing status of

environment and then assessment must be projected on the basis of

additional measures which will be taken to implement and the

mitigation strategy for containing the EI. If the EI is going to reduce

existing problems that must be pointed out categorically.

• Description of existing environment

• Ecology • Hydrology / hydraulics Water quality • Description of existing environment – groundwater • Noise and vibration • Air quality



• Impacts of greenhouse gas emissions • Soils, topography and geo-morphology • Climate (micro-climate) • Waste management and water requirements • Plantation and land scaping in terminus area and around.

V. Socio –cultural Impact Assessment

A thorough study must be carried out for the Socio-Cultural Impacts

which will include

• Social Environment

• Cultural heritage and impact

• Urban design, landscape, street furniture, signage

• Design of vehicles and bus stops Existing and future parking demand.

• Provision of public utilities such as toilets, drinking water, shops Telephones, restaurants etc

• Rehabilitation and resettlement assessment

• Design criteria for advertisers and regulation of hoarding sizes

• Communication and outreach

VI. Economic Cost Benefit Analysis

The Consultant shall work out Broad Cost Estimates w.r.t. the privatisation options and existing economic scenario for all major project components and utilities for the project. The same shall be based on the latest SOR issued by PWD Govt. of Madhya Pradesh.

12) The consultant will prepare Land Acquisition papers, in case any land acquisition is suggested or required for any of the bus stands.

13) Viability Analysis

Preparation of viability analysis for the project. The analysis shall

inter-dia cover the following. ________________________________________________________ MPRDC-Bhopal NIT No. No. MPRDC/BOT/FR/2010/ 13459 dated 03.03.2011 24


i. Cost Estimate & Revenue.

ii. Cash Flow Analysis

iii. Internal Rate of Return


Cost Estimates of Revenue: The Consultant shall identify the cost estimate and the various sources of revenue that can be generated from all sources in the implementation of the project and other property development. Cash flow analysis: The Consultant shall prepare a cash flow statement indicating the cost, other liabilities and revenues. Internal Rate of Return: The Consultant shall work out the financial and economic rate of return of the project. They shall also conduct a sensitivity analysis especially considering the future development of various business segments in the vicinity of area.

In phase-I, 35 bus stands have been identified for development. In case of increase/reduction in the number of bus stands to be developed, the fee of the Consultant will be proportionately adjusted.


_______ ________________ _________________________ MPRDC-Bhopal NIT No. No. MPRDC/BOT/FR/2010/ 13459 dated 03.03.2011 26

_ _______

ANNEXURE-A

LIST OF BUS STANDS TO BE DEVELOPED ON BOT BASIS

S.No. Name of Division Name of Bus Stand Bhopal

1 Jawahar Chowk, Bus Stand 2 Hoshangabad 3 Chachoda 4 Beenaganj 5 Guna 6 Sagar 7 Chhatrasaal 8 Habibganj Gwalior 9 Gwalior 10 Gwalior (Kampu) 11 Shivpuri 12 Dabra 13 Porsa 14 Ambah 14 Bhind Indore 16 Indore (Gangwal) 17 Dhar 18 Pandhana 19 Nepanagar 20 Julwania Ujjain 21 Neemuch 22 Suwasara Jabalpur 23 Jabalpur 24 Sehora 25 Katni 26 Damoh 27 Dindori


28 Narsingpur 29 Mandla 30 Narayanganj 31 Gadasarai 32 Seoni 33 Chhindwara 34 Chakghat 35 Nagpur



MINIMUM ELIGIBILITY/QUALIFICATION CRITERIA

Eligibility/Qualification Criteria

The minimum eligibility criteria for bidders participating in the selection process are:-

i) should have done traffic survey of atleast 5 (five) projects of National/State Highway/Expressway. Each project must be of minimum 50 Km. length.

ii) should have provided consultancy to atleast two building projects which included preparation of architectural plans, each costing ` 25.00 crores (excluding land cost).

iii) should have provided consultancy of software development

for online system of management for two projects each costing minimum ` 1.00 crores.

iv) Should have minimum of five years relevant experience in the

field of Project Consultancy and average turnover of the firm/bidder should be ` 3.00 crore during the past 3 years ending 31.03.2010 from consultancy services.

v) In case of consortium, the minimum eligibility criterion shall be reckoned as the sum total of the turnover of each member and lead member of the consortium should fulfill at least 60% of the criterion and the other members should fulfill atleast 40% of the minimum eligibility criterion.

The applicants shall submit details as per the formats specified in Annexure. In case of a Joint Venture, not more than two firms are allowed to form the Joint Venture. The JV’s proposal should be accompanied by a certified copy of legally binding Memorandum of Understanding (MOU), signed by all firms to the joint venture confirming the following therein:



(i) Date and place of signing;

(ii) Purpose of Joint Venture (must include the details of contract works

for which the joint venture has been invited to bid);

(iii) A clear and definite description of the proposed administrative

arrangements for the management and execution of the assignment;

(iv) Delineation of duties/responsibilities and scope of work to be

undertaken by each firm along with resources committed by each

partner of the JV for the proposed services;

(v) An undertaking that the firms are jointly and severally liable to the

Employer for the performance of the services and,

(vi) The authorized representative of the joint venture.

In case of Joint venture, the duties, responsibilities and powers of lead firm shall be specifically included in the MOU/agreement. It is expected that the lead partner would be authorized to incur liabilities and to receive instructions and payments for and on behalf of the Joint Venture. For a JV to be eligible for bidding, the experience of lead partner and other partner should be as indicated in data sheet.

A firm can bid for this project either as a sole consultant or in joint venture with other consultant. However, alternative proposals i.e. one as a sole or in JV with other consultant and another in JV with any other consultant will be summarily rejected.

Bids “in Association” or as an Associate Consultant will be deemed to have made in Joint Venture and will be evaluated accordingly. The client’s certificate are mandatory and projects claimed as experience but not supported by client’s certificate will not be considered for evaluation.



CRITERIA FOR EVALUATION

Technical evaluation 4.1.1 The Technical Proposal of the bidders will be evaluated on the basis

of experience of the firm and experience of Key Personnel. Only those Applicants whose technical proposals score 70 marks or more out of 100 shall qualify for opening of financial bid. However the bidder will have to fulfill the benchmark criterion for eligibility:-

No. Description Weightage %

1 Experience of traffic survey of atleast 5 project of NH/SH/Expressway of 50 Km. length in each project.

20

2 Experience of consultancy for building work project 40

3 Experience of Software Development 20

3 Financial strength 20 Total 100

Qualification and competence of following professional/sub professional staff for the assignment shall be evaluated. The weightage for various key staff are as under:-

S.No. Staff Position Weightage % 1 Team Leader 40 2 Traffic Planner 20 3 Architect 20 4 Electronic Engineer 20 Total 100

Sub criteria for qualification of key Personnel (i.e Professional staff) General qualifications including Experience in Region and language.

General Qualifications including Experience in Region and language 30 %



Adequacy for the project 65% Permanent Employment with the firm 5%

Total 100% 4.2. Evaluation of Financial Proposal 4.2.1 The inter-se weightage for minimum qualification of bidder and key

personnel shall be 40:60. 4.2.2 For financial evaluation, the total cost indicated in the Financial

Proposal, will be considered. 4.2.3 MPRDC will determine whether the Financial Proposals are

complete and unconditional. The cost indicated in the Financial Proposal shall be deemed as final and reflecting the total cost of services.

4.2.4 The Selected Applicant shall be the first ranked Applicant (having

quoted the lowest fee). The second ranked Applicant shall be kept in reserve and may be invited for negotiations in case the first ranked Applicant withdraws, or fails to comply with the requirements.

4.2.5 The single currency for price conversion is INR. For evaluation of

bid proposals, the foreign currency conversation rate of 1US Dollar = INR 45.00 and 1 Euro = INR 60 shall be used.

4.2.6 The weightage given to technical proposal is 80%.

The weightage given to financial proposal is 20%.



DATA SHEET

Selection of consultant for Modernization and Development of Bus Stands at selected locations in the State of MP to be developed on BOT basis. 1 The description and the objectives of the Assignment are given in the

Terms of Reference

2 Pre-Proposal Conference shall be held at 1130 hrs on 18.03.2011 at MPRDC’s meeting hall.

3 The Proposal shall remain valid up to 180 days after last date of submission

4 Clarification may be requested 10 days prior to last date of submission. 5 The address for communication is:

Managing Director, MP Road Development Corporation Ltd. 16-A, Arera Hills Bhopal Ph. 0755-2765215,2765196 Fax: 0755-2572643 6 Language of documents and correspondences will be English.

8. The date and time of proposal submission are: 26.03.2011 up to

1500 hrs. Commencement of Assignment: The firm shall begin carrying out the services within seven days of the effectiveness of the Consultancy Agreement.



MINIMUM QUALIFICATION FOR KEY PERSONNALS

(The age of the Key Personnel should not be more than 65 years on the last date of submission of proposal)



MINIMUM QUALIFICATION OF KEY PERSONNEL 1. TEAM LEADER

This is the senior most position and the expert engaged as the team leader shall be responsible for reviewing the entire project preparation with MPRDC. He shall undertake Project site visits and shall guide, supervise, coordinate and monitor the work of other experts in his team. He will prepare cost estimates of the project in consultation with MPRDC. The candidate should have a proven record of preparing, organizing and managing of project preparation of large magnitudes, financed by international lending agencies and others. This position requires a Senior Engineer who shall be a graduate in Civil Engineering with Postgraduate qualification in engineering. He should have a minimum 20 years of experience including 5 years of experience in Infrastructure (Building) Project Preparation and cost estimation of such Projects. He should have handled as Team Leader or similar capacity at least two Project Preparation of major Infrastructure (Building) Projects each costing more than ` 200.00 million.

2. TRAFFIC PLANNER

Traffic Planner shall be responsible for the traffic study and forecast. He should be a graduate in Civil Engineering from a recognized University with post graduate qualification in Transportation and Traffic Management. He should have a minimum of 10 years experience in traffic survey works out of which a minimum of 5 years should be in Highway sector. He should have experience of traffic study and forecast of atleast five highway/expressway projects each costing more than ` 250.00 million. Experience in developed countries would be preferred.

3. ARCHITECT

The incumbent should be Bachelors in Architecture with minimum 15 years experience in Architecture and Building design related



works. He should have handled atleast 5 projects of building and infrastructure projects each costing ` 8.00 crores excluding land cost. The project handling here means full time engagement in preparation of Architectural design and the projects should have been completed in all respect.

4. ELECTRONIC ENGINEER

The incumbent should be graduate in Computer Engineering with specialization in preparation of Software. He should have experience in working with Electronic and Software related work and should have handled atleast two projects of Software preparation related to online system management each costing ` 3.00 crores (Software assignment only).



REPORTING REQUIREMENTS



REPORTING REQUIREMENTS

Reports The consultant will prepare and submit the following reports to

MPRDC:- Sl. No.

Report Frequency Due Date No. of Copies

No. of CDs

1. Inspection report One Time Within 7 days after commencement of services.

3 1

2 Traffic Survey and Site study report.

One Time Within 30 days after commencement of services.

3 1

3 Draft report and Detailed Plan for Site development

One Time Within 90 days after commencement of services.

7 1

4 Final report One Time Within in one week of submission of Detailed plan

3 1

The Inception Report shall contain the details of initial meeting held with the Client and decisions taken therein, the status of resources mobilized by the Consultants and the consultant’s perception for the project. The report shall also include the Master Work Programme and Resources Mobilization plan for the assignment. Note: The inception report shall include the suitability and legal feasibility of the site for development on PPP basis



FORMATS FOR SUBMISSION OF TECHNICAL AND FINANCIAL

PROPOSAL



FORMAT FOR SUBMISSION OF TECHNICAL PROPOSAL Annexure-1 Technical proposal submission form Annexire-2 Firm’s comments and suggestions on the Terms of

Reference and on data, services, and facilities to be provided by the MPRDC

Annexiure-3 Approach paper on methodology and work plan for performing the assignment

Annexure-4 Composition of the Team and Task(s) of each Team member

Annexure -5 Curriculum Vitae of proposed Professional Staff Annexure-6 Format of Financial Report Annexure-7 General Condition of Contract Annexure-8 Draft form of Bank Guarantee for Bid Security



Annexure-1 Technical Proposal submission Form. FROM (Name of Firm) To: (Name and Address of Client) ___________________ Managing Director __________________ MP Road Development Corpn. Ltd., 16-A, Arera Hills, Bhopal Dear Sir, Subject: Submission of technical proposal for modernization and development of Bus Stands at selected locations in the state of Madhya Pradesh

. We, the undersigned, offer to provide the consulting services for the

above in accordance with your Request for Proposal dated ________. We are hereby submitting our Proposal, which includes this Technical Proposal and a Financial Proposal sealed under separate envelopes for the above mentioned work.

If negotiations are held during the period of validity of the Proposal

i.e. before ________ we undertake to negotiate on the basis of the proposed staff. Our Proposal is binding upon us and subject to the modifications resulting from contract negotiations.

We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely, Authorized Signatory Name and Address of Firm (Lead Member in case of JV)



Annexure - 2 COMMENTS AND SUGGESTIONS OF CONSULTANTS ON THE TERMS OF REFERENCE AND ON SERVICES AND FACILITIES TO BE PROVIDED BY THE MPRDC. On the Terms of Reference (not more than one page): 1. 2. 3. 4. On the services and facilities to be provided by the MPRDC (not more than one page) 1. 2. 3. 4.



Annexure- 3 APPROACH PAPER ON METHODOLOGY AND WORK PLAN FOR PERFORMING THE ASSIGNMENT

(not more than two pages)



Annexure- 4 COMPOSITION OF THE TEAM PERSONNEL, AND TASK(S) OF EACH TEAM MEMBER 1. Technical/Managerial Staff S. No.

Name Position Task

1 2 3 4



Annexure -5 FORMAT OF CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF Proposed Position :.....................................................................................

Name of Firm:..........................................................................

Name of Staff ..................................................................................

Profession ......................................................................................

Date of Birth : .................................................................................

Years with Firm/Entity : ...........................................

Nationality : ..............................

Membership of Professional Societies.........................................

Detailed Task Assigned : ................................................................

Key Qualifications : [Give an outline of staff member’s experience and training most pertinent to tasks on assignment. Describe degree of responsibility held by staff member on relevant previous assignments and give dates and locations. Use about half a page.] ____________________________________________________________ Education : [Summarize college/university and other specialized education of staff member, giving their names, dates attended, and degrees obtained. Use about one quarter of a page.] ____________________________________________________________ Note:- a) Personnel is to affix his recent photograph on first page of CV.

b) Complete address and phone number of the Personnel is to be provided.

c) Document for proof of age is to be enclosed.



d) Document for proof of qualification is to be enclosed. e) Age of the personnel shall not be more than 65 years. Employment Record : [Starting with present position, list in reverse order every employment held. List all positions held by staff member since graduation, giving dates, name of employing organizations, titles of positions held, and locations of assignments. For experience in last ten years, also give types of activities performed and client references, where appropriate. Use about three quarters of a page.] Languages : [For English language indicate proficiency: excellent, good, fair, or poor; in speaking, reading, and writing] Employment with the Firm: [Details about the tenure of Employment with the bidding firm may be provided]



Certification I, ……………………the undersigned, (Name and Address) certify that I have not left any assignment with the consultants engaged by MPRDC for any continuing work of MPRDC without completing my assignment. I will be available for the entire duration of the current project (named…..). If I leave this assignment in the middle of the completion of the work, MPRDC would be at liberty to debar me from taking any assignment in any of the MPRDC works for an appropriate period of time to be decided by MPRDC. I have no objection if my services are extended by MPRDC for this work in future.

Date: ……………… (Day/Month/Year)

………………………………………………………….. “[Signature of Staff member and authorized representative of the Firm]”



Annexure-6

FINANCIAL PROPOSAL SUBMISSION FORM

FROM : (Name of Firm) TO : Managing Director,

MP Road Development Corporation Ltd. 16-A, Arera Hills Bhopal

Ph. 0755-2765215,2765196 Fax: 0755-2572643

Subject: MODERNIZATION AND DEVELOPMENT OF BUS STANDS AT SELECTED LOCATIONS IN THE STATE OF MP

We, the undersigned, offer to provide the consulting services for the above in accordance with your Request for Proposal dated __________. Our financial proposal is for the sum of [Amount in words and figures]. This amount is inclusive of all taxes except the service tax. We have included costs of Key Professionals, Sub Professionals, infrastructure costs, traveling, lodging, boarding, and other incidental costs in our financial proposal.

Our financial proposal shall be binding upon us subject to the modifications resulting from contract negotiations, up to the expiration of the validity period of the proposal.

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 Signatory Name and Address of Firm (Lead Member in case of JV)



Annexire-6(a)

FINANCIAL PROPOSAL From: To The Managing Director, MP Road Development Corporation Ltd. Bhopal. Sir, Sub: SELECTION OF CONSULTANT FOR MODERNIZATION

AND DEVE LOPMENT OF BUS STANDS AT SELECTED LOCATIONS IN THE STATE OF MP

I/We______________________________________________Consultants/Consultancy Firm herewith enclose Price Proposal for Selection of my/our Firm/Organization as Consultant for modernization and development of Bus Stands at selected locations. We have read and understood all the terms and conditions mentioned in this Request for Proposal (RFP) and agree to abide by them. In confirmation of the terms and conditions mentioned in the RFP, we quote rates including all taxes, cess, duties, etc (excluding service tax) as follows: In figures In words

Yours faithfully, Signature ___________________ Full Name __________________ Designation __________________ Address ___________________

(Authorized Representative)



DRAFT CONTRACT AGREEMENT



Annexure-7 II. GENERAL CONDITIONS OF CONTRACT 1. GENERAL PROVISIONS 1.1 Definitions Unless the context otherwise requires, the following terms wherever used in this Contract have following meanings: a) “Applicable Law” means all laws, promulgated or brought into

force and effect by GoMP and/or the Government of India including rules, regulations and notifications made there-under, and judgments, decrees, injunctions, writs and orders of any court or record, applicable to this agreement and the exercise performance and discharge of the respective rights and obligations of the parties hereunder, as may be inforce and effect during the subsistence of this agreement

. b) “Client” means the MP Road Development Corporation Ltd.

c) “Consultants” means (Name of the Consultants)

d) “Contract” means the Contract signed by the Parties, together with all documents/Appendices attached hereto and includes all modifications made in terms of the provisions of Clause 2.6 hereof, e) Deleted

f) Deleted

g) “Effective Date” means the date on which the Contract comes into force and effect pursuant to Clause 2.1 hereof; h) “Government” means the Government of India.

i) “Local Currency” means the Indian Rupees.

j) “Personnel” means the Client or the Consultants, as employees and assigned to the performance of the Services or any part thereof. k) “Party” means the Client or Consultants, as the case may be, and “Parties” means both of them.



l) “Services” means the work to be performed by the Consultants pursuant to this Contract for the purpose of the project as per the Description of Services given in TOR hereto; m) “Starting Date” means the date referred to in Clause 2.3 hereof;

n) “Sub-Consultants” means any person or entity to whom/which the Consultants subcontract any part of the Services in accordance with the provisions of Clause 3.7(c) hereof; o) “Third Party” means any person or entity other than the Government the Client and the Consultants. p) “Engineer” means the person appointed by the Client to act as Engineer for the purposes of the Contract and named as such as Contract/ Correspondences.

1.2 Relations between the Parties Nothing contained herein shall be construed as establishing a

relation of master and servant or of agent and principal as between the Client and Consultants. The Consultants, subject to this Contract, have complete charge or Personnel performing the Services and shall be fully responsible for the services performed by them or on their behalf hereunder.

1.3 Law Governing Contract

This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the Applicable Laws of the Govt. of MP and /or the Government of India.

1.4 Language This Contract has been executed in English Language, which shall be the binding and controlling language for all matters relating to the meaning of interpretation of this Contract.



1.5 Headings The headings shall not limit, alter or affect the meaning of this Contract. 1.6 Notices 1.6.1 Any notice, request or consent required or permitted to be given or

made pursuant to this Contract shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram or facsimile to such Party at the addresses specified as under:

For the Client: Attention: Managing Director, MP Road Development Corporation Ltd., 16-A, Arera Hills, Bhopal. For the Consultant : --------------------- …………………... ----------------------- 1.6.2 Notice will be deemed to be effective as follows:

a) In the case of personal delivery or registered mail, on delivery; b) In the case of telexes, (24) hours following confirmed transmission; c) In the case of telegrams, (24) hours following confirmed transmission; and

d) In the case of facsimiles, (24) hours following confirmed transmission.



1.7 Location The services shall be performed at such locations as are specified in TOR hereto and, where the location of a particular task is not so specified at such locations, in India, as the Client may approve.

Authorized Representatives Any action required or permitted to be taken and any document required or permitted to be executed under the Contract by the Client or the Consultants be taken or executed by the officials as under: For MPRDC : Managing Director, MP Road Development Corporation Ltd, Bhopal. For Consultant. ---------------------- --------------------- ------------------------ 1.9 Taxes and Duties 1.9.1 The consultant and the personnel shall pay the taxes and other

impositions levied under the existing amendment or enacted laws during life of this contract and the client shall perform such duties in regard to the deduction of such taxes as may be lawfully imposed.

1.9.2 Service Tax The client shall, however, pay to the consultants all amounts due as service tax in accordance with the applicable law of the Govt. of India.



2. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT. 2.1 Effectiveness of Contract

This Contract shall come into force and effect on the date (The “Effective Date”) of the Client’s notice to the consultants instructing to begin carrying out the services.

2.2 Termination of Contract for Failure to Become Effective.

If this Contract has not become effective within two (2) months of the date hereof, either Party may, by not less than two (2) weeks written notice to other Party, declare this Contract to be null and void, and in the event of such a declaration by either Party, neither Party shall have any claim against the other Party with respect hereto.

2.3 Commencement of Services The consultants shall commence the services not later than on a date (starting Date) 7 (seven) days after the Effective Date or on such date as the parties may agree in writing.

2.4 Expiration of Contract Unless terminated earlier pursuant to Clause 2.9 hereof, the Contract shall expire when pursuant to the provision hereof, the services have been completed and payments of remuneration and reimbursable expenditure ` have been made. 2.5 Entire Agreement

This contract contains all covenants, stipulations and provisions agreed by the Parties. No agent or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein.

2.6 Modifications Modifications of the terms and conditions of this Contract, including any modification of the scope of the services, may only be made by written agreement between the Parties. Pursuant to Clause 7.2 hereof, however, each party shall give due consideration to any proposals for modifications made by the other Party.



2.7 Force Majeure 2.7.1 Definition a) For the purpose of this Contract, “Force Majeure” means an event

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

b) Force Majeure shall not include (i) any event which is caused by

the negligence or intended action of a Party or such Party’s Sub Consultants or agent or employees nor (ii) any event which a diligent Party could reasonably have expected from either of the parties (A) take into account at the time of the conclusion of this Contract, and (B) avoid or overcome in the carrying out of its obligations hereunder;

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

2.7.2 No Breach of Contract The failure of the Party to fulfill any of its obligations hereunder shall not be considered to be a breach of, or default under this Contract in-so-far as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms and conditions of the Contract.

2.7.3 Measures to be taken a) A party affected by an event of Force Majeure shall take all reasonable

measures to remove such Party’s inability to fulfill its obligations hereunder with a minimum of delay.

b) A Party affected by an event of Force Majeure shall notify the other

Party of such event as soon as possible, and in any event not later



than fourteen (14) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.

c) The Parties shall take all reasonable measures to minimize the

consequences of any event of Force Majeure. 2.7.4 Consultation Not later than thirty (30) days after the Consultants, as a result of an

event of Force Majeure, have become unable to perform a material portion of the Services, the Parties shall consult each other with a view to agreeing on appropriate measures to be taken in the circumstances.

2.7.5 Extension of Time

Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

2.7.6 Payments During the period of their inability to perform the Services as a result of an event of Force Majeure, the Consultants shall be entitled to continue to be paid under the terms of this Contract subject to consultation as per Clause 2.7.4 hereof which may include costs necessarily incurred by them during such period exclusively for the purpose of discharging their obligations under the Contract and in reactivating the services after the end of such period.

2.9 Suspension. The Client may, by written notice of suspension to the Consultants, suspend all payments to the Consultants hereunder if the Consultants fail to perform any of their obligations under this Contract, including the carrying out of the Services, provided that such notice of suspension (i) shall specify the nature of the failure, and (ii) shall request the consultants to remedy such failure within a period not exceeding fifteen (15) days after receipt by the Consultants of such notice of suspension.



2.9 Termination 2.9.1 By the Client

The Client may, by not less than fifteen (15) days written notice of termination to the Consultants (except in the event listed in paragraph (f) below, for which there shall be written notice of not less than thirty (30) days), such notice to be given after the occurrence of any of the event specified in paragraphs (a) through (g) of this Clause 2.9.1, terminate this Contract.

a) If the Consultants fail to remedy a failure in the performance of their obligations hereunder, as specified in a notice of suspension pursuant to Clause 2.8, hereinabove, within fifteen (15) days of receipt of such notice of suspension or within such further period as the Client may have subsequently approved in writing;

b) If the Consultants or if any of their members become insolvent or bankrupt or enter into any agreement with their creditors for relief or debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary;

c) If the Consultants fail to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause 8 hereof;

d) If the Consultants submit to the Client, a statement which has a material effect on the rights, obligations or interests of the Client and representation or statement, made/submitted by the Consultants of any part thereof is found to be false; e) If, as a result of Force Majeure, the Consultants are unable to perform a material portion of the services for a period of not less than sixty (60) days; f) If the Client, in its sole discretion and for any reason whatsoever, decides to terminate this Contract; g) If the Consultants, in the judgment of the Client has engaged in corrupt or fraudulent practices in competing for or in execution the Contract.



For the purpose of this Clause:

Corrupt practice means the offering, giving, receiving or soliciting or anything of value to influence the action of a public official in the selection process or in contract execution. “Fraudulent practice” means a misrepresentation of facts in order to influence a selection process or the execution of a contract to the detriment of the Client, and includes collusive practice among Consultants (prior to or after submission of proposals) designed to establish prices at artificial non-competitive levels and to deprive the Borrower of the benefits of free and open completion.

2.9.2 By the Consultants The Consultants may, by not less than thirty (30) days written notice of termination to the Client (except in the event listed in the paragraph (e) below for which there shall be written notice of not less than sixty (60) days), such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (e) of this Clause 2.9.2 terminate this Contract.

a) If the Client fails to pay any money due to Consultants pursuant to this Contract and not subject to dispute pursuant to Clause 8 hereof within thirty (30) days after receiving written notice from the Consultants that such payment is overdue; b) If the Client is in material breach of its obligations pursuant to this Contract and has not remedied the same within forty five (45) days (or such longer period as the Consultants may have subsequently approved in writing) following the receipt by the Client of the Consultants notice specifying such breach’ c) If as a result of Force Majeure, the Consultants are unable to perform a material portion of the services for a period of not less than sixty (60) days; or d) If the client fails to comply with any final decision reached as a result of arbitration pursuant to Clause 8 hereof e) If the Consultants, in its sole discretion and for any reason whatsoever decides to terminate the Contract. ________________________________________________________ MPRDC-Bhopal NIT No. No. MPRDC/BOT/FR/2010/ 13459 dated 03.03.2011 59


2.9.3 Cessation of Rights and Obligations Upon termination of this Contract, pursuant to Clause 2.2 or 2.9 hereof, or upon expiration of this Contract pursuant to Clause 2.4 hereof, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued on the date of termination or expiration (ii) the obligation of confidentiality set forth in Clause 3.3 hereof, (iii) the Consultants’ obligations to permit inspection, copying and auditing of their accounts and records set forth in Clause 3.6 (ii) hereof, (iv) the Consultants’ obligations regarding default in performance of the service in accordance with the provisions of the Contract and for any loss suffered by the Client, whereof, as a result of such default, and (v) any right which a Party may have under the Applicable Law.

2.9.4 Cessation of Services Upon termination of this Contract, by notice of either Party to the other, pursuant to Clauses 2.9.1 or 2.9.1 hereof, the Consultants shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the services to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose to a minimum. With respect to documents prepared by the Consultants and equipment and materials furnished by the Client, the Consultants shall proceed as provided, respectively by Clause 3.9 or 3.10 hereof.

2.9.5 Payment under Termination Upon termination of this Contract pursuant to Clause 2.9.1 or 2.9.2 hereof, the Client shall make the following payments to the Consultants (after offsetting against these payments any amount that may be due from the Consultants to the Client):

i) Remuneration pursuant to Clause 6 hereof for Services satisfactorily performed prior to the effective date of termination: (ii) Reimbursable expenditure pursuant to Clause 6 hereof for expenditure actually incurred prior to the effective date of termination; and



(iii) Except in the case of termination pursuant to paragraphs (a) through (d) of Clause 2.9.1 hereof, reimbursement of any reasonable cost incidental to the prompt and orderly termination of the Contract including the cost of the return travel of the Consultants personnel and their eligible dependents. 2.9.6 Disputes about Events of Termination

If either Party whether an event specified in Clause 2.9.1 or in Clause 2.9.2 hereof has occurred, such Party may, within forty five (45) days after receipt of notice of termination from the other Party, refer the matter to arbitration, pursuant to Clause 8 hereof, and this Contract, shall not be terminated on account of such event except in accordance with the terms of any resulting arbitral award.

3. OBLIGATIONS OF THE CONSULTANTS 3.1 General 3.1.1 Standard of Performance

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 effective equipment, machinery, material and methods. The Consultants shall always act, in respect of any matter relating to this Contract, or to the Services, as faithful adviser to the Client, and shall at all times support and safeguard the Client’s legitimate interests in any dealing with Sub-Consultants or Third Parties.

3.1.2 Law Governing Services The Consultants shall perform the Services in accordance with the Applicable Law and shall take all practicable steps to ensure that any of the Personnel and agents of the Consultants comply with Applicable Law.

3.2 Conflict of Interests 3.2.1 Consultants not to benefit from Commissions, Discounts, etc.

The remuneration of the Consultants pursuant to Clause 6 hereof shall constitute the Consultants sole remuneration in connection



with the contract or the services, and subject to Clause 3.2. hereof, the Consultants 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 hereunder, and the Consultants shall use their best efforts to ensure that any of the personnel and agents of either of them, similarly shall not receive any such additional remuneration.

3.2.2 Procurement If the Consultants, as part of the services, have the responsibility of advising the Client, on the procurement of goods, works or services, the Consultants shall comply with any applicable procurement guidelines of Client and shall at all times exercise such responsibility in the best interest of the client.

3.2.1 Consultants and Affiliates not to engage in certain activities. The Consultants agree that during the term of this Contract and after its termination, the Consultants and any entity affiliated with the Consultants, as well as any sub-Consultants and any entity affiliated with such sub-Consultants, shall be disqualified from providing goods, works or services (other than the Services and any continuation thereof) for the project to the Services.

3.2.4 Prohibition of Conflicting Activities

Neither the consultants nor their Sub-Consultants nor the personnel of either of them shall engage, either directly or in directly, during the term of this Contract, in any business or professional activities in India which would conflict the activities assigned to them under this Contract.

3.3 Confidentiality The Consultants, their Sub-Consultants and the Personnel of either of them shall not, wither during the term or within two (2) years after the expiration of this Contract, disclose any proprietary or confidential information relating to the Project, the Services, its Contract or the Client’s business or operations without the prior written consent of the Client.



3.4 Liability of the Consultants Subject to additional provisions, as under, the Consultants liability under this Contract shall be as provided by the Applicable law.

(a) Except in case of gross negligence or willful misconduct on the part of the Consultants or on the part of any person or firm acting on behalf of the Consultants in carrying our the services, the Consultants, with respect to damage caused by the Consultants to the Client’s property, shall not be liable to the Client: (i) For any indirect or consequential loss or damage; and (ii) For any direct loss or damage that exceeds (A) total payments

for Professional Fees and Reimbursable Expenditures made or expected to be made to the Consultants hereunder or (B) the proceeds, the Consultants may be entitled to receive from any insurance maintained by the Consultants to cover such a liability, whichever of (A) or (B) is higher.

(b) This limitation of liability shall not affect the Consultants liability, if any for damage to third Parties caused by the Consultants or any person or firm acting on behalf of Consultants in carrying out the services. 3.5 Insurance to be taken out by the consultants The Consultants:

(i) shall take out and maintain at his own cost and shall cause any Sub-Consultants to take out and maintain at his own cost, but on terms and conditions approved by the Client, insurance against the risks and for the coverage, specified as under and

(ii) at the Client’s request shall provide evidence to the Client

showing that such insurance has been taken out and maintained and that the current premiums therefore have been paid.

(a) Third Party motor vehicle liability insurance (as per Motor Vehicles act 1988) in respect of motor vehicle operated in India by the



Consultants or t heir Personnel or any Sub-Consultants or their Personnel, with a minimum coverage for the Project period. (b) Third Party liability insurance, with a minimum coverage of Rs. 0.5 million per accident with number accidents to be identified by the Consultants and got approved by the Client for Project Period. (c) Professional liability insurance, with a minimum coverage equal to the total amount of the Contract value except the out of pocket expenses. This liability shall be valid for a period of five years after completion of the Services. (d) Employer’s liability and worker’s compensation insurance in respect of the Personnel of the Consultants, in accordance with the relevant provisions of the Applicable Law, as well as, with respect to such personnel, any such life, health, accident, travel or other insurance as may be appropriate; and (e) Insurance against loss of or damage to

(i) equipment purchased in whole or in part with funds under this

Contract,

(ii) the Consultants’ property used in the performance of the Services,

and

(iii) any documents prepared by the Consultants in the Performance of the Services. 3.6 Accounting, Inspection and Auditing

The Consultants (i) shall keep accurate and systematic accounts and records of the Services hereunder, in accordance with internationally accepted accounting principles and in such form and detail as will clearly identify all relevant time charges and cost, and the basis thereof (ii) shall permit the Client or its designated representative periodically and up to one year 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.



3.7 Consultants’ Actions requiring Client’s prior Approval The Consultants shall obtain the Client’s prior approval in writing before taking any of the following actions:

(a) Deployment of personnel as listed in TOR.

(b) Appointing such number of Personnel as are not listed in TOR (”Consultants, Sub-Consultants” and “Consultants Key Personnel”); (c) Entering into a subcontract for the performance of any part of the

Services, being understood (i) that the selection of Sub-Consultants and the terms and conditions of the subcontract shall have been approved in writing by the Client prior to the execution of the subcontract, and (ii) that the Consultants shall remain fully liable for the performance of the Services by the Sub-Consultants and its Personnel pursuant to this Contract;

(d) Taking any action under a concession agreement for the project

designing the Consultants as “Engineer” for which action, pursuant to such civil works Contract, the approval of the Client as “Employer” is required;

(e) Substitution of any Personnel if required on grounds beyond reasonable Control of the Consultant;

(f) Purchase of equipment required for performing the services. 3.8 Reporting Obligations The Consultants shall submit to the Client reports and documents specified in TOR hereto in the form and the numbers and within the time period set forth in the said TOR. 3.9 Documents prepared by the Consultants to be the Property of the Client

All plans, drawings, specifications, designs, reports and other documents prepared by the Consultants in performing the Services shall become and remain the property of the Client, and the Consultant shall, not later than upon termination or expiration of this Contract, deliver all such documents to the Client, together with a detailed inventory thereof. The Consultants may retain a copy of such



documents but shall not use these documents for purposes unrelated to this Contract without the prior written approval of the Client.

3.10 Equipment and Materials Furnished by the Client No equipment and material will be provided by the client. 4. CONSULTANTS’ PERSONNEL AND SUB-CONSULTANTS 4.1 General The Consultants shall employ and provide such qualified and experienced Personnel as are required to carry out the Services. 4.2 Description of Personnel a) The list of Consultants key personnel and their estimated periods of engagement have been described in TOR. b) If additional work is required beyond the scope of the Services specified in TOR the estimated periods of engagement of Key Personnel set forth in TOR may be increased by agreement in writing between the Client and the Consultants provided that any such increase shall not, except as otherwise agree, cause payments under this Contract to exceed the ceilings set forth in Clause 6.1 (b) of this Contract. 4.3 Approval of Personnel

The Key Personnel listed by title as by name in TOR are hereby approved by the Client. In respect of other personnel which, the Consultants propose to use in carrying out of the Services, the Consultants shall submit to the Client for review and approval a copy of their biographical data. If the Client does not object in writing (stating the reasons for the objection) within thirty (30) calendar days from the date of receipt of such biographical data and (if applicable) such Personnel shall deemed to have been approved by the Client. The removal and/or replacement of personnel is covered under Clause 4.5 hereof.

4.4 Working Hours, Overtime, Leave etc. a) Working hours and holidays for the Consultants’ Personnel shall

match with that of the Client. To account for travel time at site, Services shall be deemed to have commenced (or finished) from the time of departure from the place of origin (site office of consultant)



for the project site or time of arrival at the place of origin after the services.

f) The Personnel shall not be entitled to be paid for overtime nor to

take paid sick leave or vacation leave. The Consultant’s remuneration shall be deemed to cover these items. Any taking of leave by personnel shall be subject to the prior approval by the Consultants who shall ensure that absence for leave purposes will not delay the progress and adequate supervision of the Services.

g) The man-month shown against each personnel shall be exclusive of

leave period. The period for which the Consultant’s personnel will be on annual leave or on sick leave shall not be charged on the bill. The work of the personnel of the Consultants will have to be adjusted within regulatory working hours, without any overtime according to the requirement at sit.

4.5 Removal and/or Replacement of Personnel a) No charges shall be made in the Key Personnel. If, for any reason

beyond the reasonable control of the Consultants, it becomes necessary to replace any of the Personnel, the Consultants shall forthwith provide as a replacement a person of equivalent or better qualifications and experience acceptable to the Client. Such person shall be inducted only after approval by the Client and replacements shall invite penalty. The remuneration will be reduced to 90% for such replacements from the first time and 80% after the second replacement.

b) If the Client (i) finds that any of the Personnel has committed serious

misconduct or has been charged with having committed a criminal action, or (ii) has reasonable cause to be dissatisfied with the performance of any of the personnel. Then the Consultants shall, at the Client’s written request specifying the grounds authorize, forthwith provide as a replacement a person with qualifications and experience acceptable to the Client. Such person shall be included only after approval by the Client.

c) Any of the Personnel provided as a replacement under clauses (a)

and (b) above, the rate of remuneration applicable to such person as well as any reimbursable expenditures (including expenditures due



to the number of eligible dependents) the Consultants may wish to claim as a result of such replacement, shall be subject to the prior written approval by the Client. Except as the Client may otherwise agree, (i) the Consultants shall bear all additional travel and other costs arising out of or incidental to any removal and/or replacement, and (ii) the remuneration to be paid for any of the Personnel provided as a replacement shall not exceed the remuneration which would have been payable to the Personnel replaced.

5. OBLIGATIONS OF THE CLIENT 1.1 Assistance and Exemptions The Client shall use its best efforts to ensure that the Government shall: (a) provide the Consultants, sub-Consultant and Personnel with work permits and such other documents as shall be necessary to enable the consultant, Sub-Consultants or Personnel to perform the Services; (b) assist for the Personnel and, if appropriate, their eligible dependents

to be provided promptly with all necessary entry and exit visas, residence permits, exchange permits and any other documents required for their stay in Government’s country;

(c) facilitate prompt clearance through customs of any property for the Services and of the personal effects of the Personnel and their eligible dependents; (d) issue to officials, agents and representatives of the Government all such instructions as may necessary or appropriate for the prompt and effective implementation of the Services; (e) assist the Consultants and the Personnel and any sub-Consultants employed by the Consultants for the Services from any requirement to register or obtain any permit to practice their profession or to establish themselves either individually or as a corporate entity according to the Applicable Law; (f) grant to the Consultants, any Sub-consultant and the Personnel of

either of them the privilege, pursuant to the Applicable Law, of



bringing into Government’s country reasonable amounts of foreign currency for the purposes of the Services or for the personal use of the Personnel and their dependents and of withdrawing any such amounts as may be earned by the Personnel in the execution of the Services; and

(g) provide to the Consultants, Sub-consultants and Personnel any such other assistance as felt necessary. 5.2 Access to Land

The Client warrants that the Consultants shall have free and unimpeded access to all land in Madhya Pradesh in respect of which access is required for the performance of the Services. The Client will be responsible for any damage to such land or any property thereon resulting from such access and will indemnify the Consultants and each their personnel in respect of liability for any such damage, unless such damage is caused by the default or negligence of the Consultants any Sub-consultants or the Personnel of either of them.

5.3 Facilities to be Provided by the Client 5.3.1 The Client shall nominate an authorized representative to liaise with

the Consultants on all matters connected with this agreement. In turn, the Team Leader of the Consultants for the work shall act as the Liaison officer for the Consultants to liaise with the representative of the Client.

5.3.2 The Consultants’ engineer and staff shall not be provided any facility

by the Client. 5.4 Payment

In consideration of the Services performed by the Consultants under this Contract the Client shall make to the Consultants such payments and such manner as is provided in Clause 6 of the Contract.

6.0 PAYMENTS TO THE CONSULTANTS 6.1 Cost Estimates An estimate of the cost of the Services payable in local currency is set forth in TOR.



6.2 Payments to the Consultants All payments shall be made by the Client to the Consultants in Indian Rupees as per the following schedules:-

S.No. Mile stone % of Contract

Price 1 Submission of Inception report 10

2 Submission of traffic survey and site identification report

30

3 Submission of Site development papers 40

Balance 20% will be released on completion of Land Acquisition or on issuance of Request for Proposal (RFP) documents to bidders; whichever is earlier.

a. Remuneration for personnel/staff employed for Construction Supervision, at the rates specified for such Personnel in TOR, based on their actual deployment. The other costs shall be paid at the fixed rates for the items as given in TOR.

b. For items listed as reimbursable cost in TOR, shall be operated with prior consent of the Client and payments shall be made based on actuals. c. For items listed under Out of Pocket Expenses in TOR shall be paid by the Client as per fixed costs given in TOR. 6.3 Currency of Payment: Indian Rupees 6.4 Mode of Billing and Payment a) The Client shall pay to the Consultants an interest free advance

payment as specified hereunder and as otherwise set forth below. The advance payment will be due at effective date after provision by the Consultants to the Client of a Bank Guarantee by a Bank acceptable to the Client in local currency. Such Bank Guarantee shall (i) remain effective until the advance payments have been



completely set off as provided hereinafter, and (ii) be in the form set forth in TOR hereto or in such other form as the Client shall have approved in writing. The advance payment shall be paid within thirty days after above provisions are complied with.

b) Deleted. c) As soon as practicable but not later than fifteen (15) days after the

end of each calendar month, during the period of the services, the Consultants shall submit to the Client in duplicate itemized statements of the amounts payable pursuant to Clauses 6.2 for such month. For the items of which monthly rates have been specified, receipted invoices, vouchers will not be required. Each such separate monthly statements shall distinguish that portion of the total eligible costs which pertains to remuneration from that portion which pertains to reimbursable expenditures. Services Tax as applicable law of the Govt. of India will be charged on total fees and will be payable by the Client.

d) The Client shall make the payment of the Consultants’ monthly

statements within thirty (30) days after the receipt by the Client of such statements with supporting documents. Only such portion of a monthly statement that is not satisfactorily supported may be withheld from payment. Should any discrepancy be found to exist between actual payment and cost authorized to be incurred by the Consultants; the Client may add or subtract the difference from any subsequent payments. The interest at 7% per year on local currency shall become payable as from the above due date on any amount due but not paid on such due date.


e) The final payment under this Clause shall be made only after the final report and final statement identified as such shall have been submitted by the Consultants and approved as satisfactory by the Client. The services shall be deemed completed and finally accepted by the Client and final report and final statement shall be deemed approved by the Client as satisfactory, ninety (90) calendar days after receipt of the final report and final statement by the Client unless the Client within such ninety (90) days period gives written notice to the Consultants, specifying in detail, deficiencies in the services, the final report or final statement. The Consultants


shall thereupon promptly make any necessary corrections and upon completion of such corrections the foregoing process shall be repeated. Any amount which the Client has paid or caused to be paid in accordance with this clause in excess of the amount actually payable in accordance with the provisions of the Contract shall be reimbursed by the Consultants to the Client within thirty (30) days after receipt by the Consultants of notice thereof. Any such claim by the Client for reimbursement must be made within three (3) calendar months after receipt by the Client of a final report and a final statement approved by the Client in accordance with the above.

f) Payments for remuneration made in accordance with Clause GC 6:2(a) in foreign and/or local currency shall be paid without any adjustment to inflation. Notwithstanding any other provisions in the agreement in this regard, this provision will prevail and over ride any other provision to the contrary in this agreement. g) All payments under this contract shall be made to the following accounts of the Consultants:

Current A/c No. ……………… Bank Address : ………………………………… 7. FAIRNESS AND GOOD FAITH 7.1 Good Faith

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

7.2 Operation of the Contract The Parties recognize that it is impractical in this Contract to provide for every contingency which may arise during the life of the Contract and the Parties hereby agree that it is their intention that this contract shall operate fairly as between them and without detriment to the interest of either of them and that if during the term



of this Contract either Party believes that this Contract is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness but on failure to agree on any action pursuant to this Clause shall have the right of dispute subject to arbitration in accordance with Clause 8 thereof.

8.0 SETTLEMENT OF DISPUTES 8.1 Amicable Settlement The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or the interpretation thereof. 8.2 Right to Arbitration and Rules of Procedure

Any dispute between the parties as to matters arising pursuant to this Contract which cannot be settled amicably within sixty (60) days after receipt by one Party of the other Party’s request for such amicable settlement shall be referred to the adjudication of a Committee of three arbitrators. The Committee shall be composed of one Dispute Review Expert to be nominated by the Client, one to be nominated by the Consultants and the third, who will also act as the chairman of the committee but not as an umpire, who will be chosen jointly by the two arbitrators. Save as otherwise provided in the Contract, the arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act 1996 and any statutory modification or enactment thereof and shall be held at Bhopal and at such time as the committee of arbitrators may determine. The decision of the majority of the Arbitrators shall be final and binding as may be determined by the Arbitrators. Performance under the Contract shall continue during the arbitration proceedings and payments due to the Consultants by the Client shall not be withheld, unless they are the subject matter of the arbitration proceedings.

All awards shall be writing and such awards shall state reasons for the awards.



8.3 Miscellaneous If any arbitration proceedings hereunder. a) proceedings shall, unless otherwise agreed by the Parties, be held in Bhopal.

b) The English language shall be the official language for all the purposes, and

c) The decision of majority of the arbitrators shall be final and

binding and shall be enforceable in any court of competent jurisdiction and the Parties hereby waive any objections to or claims of immunity in respect of such enforcement.



FORMATS OF BANK GUARANTEE



DRAFT OF BANK GURANTEE FOR BID SECURITY

1. In Consideration of the Madhya Pradesh Road Development Corporation Ltd. (hereinafter called “MPRDC” which expression shall include any entity which MPRDC may designate for the purpose) having agreed, inter-alia, to consider the bid of …………………………(hereinafter referred to the “Bidder” which expression shall include their respective successors and assigns) which will be furnished in accordance with the terms of reference, for the project *************** envisaging selection of Consultant for preparation Detailed Project Report of selected Bus Stand to be developed on BOT basis in Madhya Pradesh on BOT basis (hereinafter called the ToR) in lieu of the Bidder being required to make a cash deposit,

2. We………………………………having its Head Office at

……………(name of the bank address of the issuing branch), hereinafter called the “Bank” which expression shall include our successors and assigns, as to bind ourselves our successors and assigns do at the instance of the Bidder hereby unconditionally and irrevocably undertake to pay as primary obligor and not as surely only to MPRDC without protest or demand and without any proof or condition the sum of Rs. 2,00,000.00 (Rupees two lacs only).

3. We ……………………………(name and address of the issuing

branch) .having its Head Office at ………………………….. do hereby unconditionally and irrevocably undertake to pay forthwith (and in any event within five days) the amounts due and payable under this Guarantee without any delay or demur merely on a written demand from MPRDC stating that the amount claimed is due by reason of the occurrence of any of the events referred to in the ToR. Any such demand made on the Bank by MPRDC shall be conclusive as regards the amount due and payable by the Bank under this Guarantee. However, the Bank’s liability under this Guarantee shall be restricted to an amount not exceeding Rs. 2,00,000.00 (Rupees Two lacs only).

4. We …………………………(Name and address of the issuing

branch) having its Head Office at ………………………… unconditionally undertake to pay to MPRDC any money so



demanded under this Guarantee notwithstanding any dispute or disputes raised by the Bidder or any other party including in any suit or proceeding pending before any court or tribunal relating thereto or any instructions or purported instructions by the Bidder or any other party to the Bank not to pay or for any cause to withhold or defer payment to MPRDC under this Guarantee. The Bank’s liability under this Guarantee is irrevocable, unconditional, absolute and unequivocal. The payment so made by the Bank under this Guarantee shall be valid discharge of the bank’s liability for payment hereunder and the Bidder shall have no claim against the Bank for making such payment.

5. We ………………… (name and address of the issuing branch)

having its Head Office at……………………. further agree that the Guarantee herein contained shall remain in full force and effect up to and until 1700 hours on the date which falls 45 days beyond the Proposal Validity period i.e. …………..(hereinafter called “the End Date”). Unless a demand or claim under this Guarantee is made on the Bank by MPRDC in writing on or before the said End Date, the Bank shall be discharged from all liability under this Guarantee thereafter.

6 We …………………………(name and address of the issuing

branch) having registered office at have its Head Office at ………………………………., further agree with MPRDC that MPRDC shall have the fullest liberty without the Bank’s consent and without affecting in any manner the Bank’s obligation hereunder to vary and of the terms and conditions of the ToR or to extend or postpone the time of performance by the Bidder or any other Party from time to time or postpone for any time or from time to time any of the powers exercisable by MPRDC against the Bidder or any of them and to enforce or to forbear from enforcing any of the terms and conditions relating to the ToR and the Bank shall not be relieved from its liability by reason or any forbearance act or omission on the part of MPRDC, or any indulgence given by MPRDC to the Bidder or any other party or by any such matter or thing whatsoever which under the law relating to securities would, but for this provision, have the affect of so relieving the Bank.




7. To give full effect to the obligations herein contained, MPRDC shall be entitled to act against the Bank as primary obligor in respect of all claims subject of this Guarantee and it shall not be necessary for MPRDC to proceed against the Bidder or any other party before proceeding against the Bank under this Guarantee and the Guarantee herein contained shall be enforceable against the Bank principal obligor.

8. This Guarantee will not be discharged or affected in any way by the

liquidation or winding up or dissolution or change or constitution or insolvency of any individual member of the Bidder or any other party or any change in the legal constitution or insolvency of the Bidder or any other party or any change in the legal constitution of the Bank or MPRDC.

9. We ……………..(name and address of the issuing branch) having its

Head Office at ……………, lastly undertake not to revoke this Guarantee during its currency except with the previous consent of MPRDC in writing.

Notwithstanding any contained herein . a) Our liability under this Bank Guarantee shall not exceed Rs.

2,00,000.00 (Rupees Two lacs only). b) The Bank Guarantee shall be valid up to ……………….. c) We are liable to pay the guaranteed amount or any part thereof

under this Bank Guarantee only and only if you serve upon us a written claim or demand on or before ………………..

Date this ……………day of …………20** at …………. 1. Witness………………. (Signature)

Name ………………………

2. Witness …………………(Signature) Name …………………… Banker’s Signature & Stamp