tender document - hmda tender document 26.07.2017.pdfsection 4 sample form of contract 45 to ......

Hyderabad Outer Ring Road Project RFID ETC System

HYDERABAD OUTER RING ROAD PROJECT

SUPPLY OF RFID ETC SYSTEM RELATED EQUIPMENTS FOR

TOLL MANAGEMENT SYSTEM OF HYDERABAD OUTER RING

ROAD IN THE STATE OF TELANGANA, INDIA BEING TAKEN UP

WITH LOAN ASSISTANCE OF JAPAN INTERNATIONAL

COOPERATION AGENCY UNDER PHASE-2 PROGRAM

(Tender Notice No.CGM (T)/HGCL/JICA2/TMS/RFID/24/2017-18 dated 24.07.2017)

TENDER DOCUMENT

JULY 2017

Hyderabad Growth Corridor Limited,

HMDA Complex, 2nd

Floor, Above SBI , Tarnaka,

Secunderabad, 500 007, Telangana, India.

Tel: +91-40-27002913, E-mail: [email protected]

mailto:[email protected]


i

TENDER DOCUMENT

TABLE OF CONTENTS

Section Particulars Page No

i) e-Procurement Tender Notice i to ii

ii) Invitation for Tenders 1 to 5

Section 1 Instruction to Tenderers 6 to 21

Section 2

Form of Tender

Part A: Qualification Questionnaire Forms

Part B: Technical Proposal

Part C: Financial Proposal

Pricing Document

22 to 41

Section 3 Form of Letter of Acceptance (LOA) 42 to 44

Section 4 Sample Form of Contract 45 to 47

Section 5 Terms and Conditions of Contract 48 to 69

Section 6 Client's Requirements 70 to 78


ii

HYDERABAD GROWTH CORRIDOR LIMITED HMDA Complex, 2nd Floor, Above SBI, Tarnaka, Hyderabad - 500 007

Ph. 040-27002913, Email: [email protected]

E-Procurement Tender Notice

Tender Notice No.CGM(T)/HGCL/JICA2/TMS/RFID/24/2017-18 Date:24-07-2017

Tenders are invited on e-procurement platform for “Supply of RFID ETC system related

equipments for Toll Management System of Hyderabad Outer Ring Road in the State of

Telangana, India being taken up with loan assistance of Japan International Cooperation

Agency under Phase-2 Program"

Contract Period 3 months

Tender security Rs. 5,00,000.00

Commencement Date for Downloading Tender Document 26-07-2017

Date Time of Pre-bid meeting 29-07-2017 at 11: 00 AM

Last date and time of submission of Tender 09-08-2017 up to 03:00

PM

Date & Time of Opening of Technical Bid 09-08-2017 at 03:30 PM

Date & Time of opening Financial Bid will be informed

For further details log on to http://www.hmda.gov.in or www.eprocurement.gov.in or

Contact this office.

Any Amendments, updates regarding this Tender Notice will be published in the e-

procurement platform and in the HMDA website only.

Sd/-

Chief General Manager (Tech), HGCL


Invitation for Tender 1

Invitation for Tender

Tender Notice No.CGM (T)/HGCL/JICA2/TMS/RFID/24/2017-18 Date: 24-07-2017

1. HYDERABAD GROWTH CORRIDOR LIMITED (hereinafter referred to as the HGCL

represented through its authorized representative) has been entrusted with the Development,

Maintenance and Management of Nehru ORR entrusted or vested in it by the Government of

Telangana, HMDA. Construction of ORR was taken up by raising loan through commercial banks for

phase-I, on PPP model as BOT (Annuity) contract for Phase-IIA and by taking loan from JICA for

phase-IIB.

2. The Hyderabad Outer Ring Road is 158 km in length, eight lane access controlled Expressway

connects Patancheru - Medchal – Shamirpet - Ghatkesar – PeddaAmberpet - Shamshabad –Patancheru including link road from Narsingi to Gachibowli providing connectivity to the existing

and proposed major growth centers and linking all the State and National Highways passing through

Hyderabad.

3. The ORR is a toll road with a closed toll system, in which tollgate will be established at entry and exit

points of ORR and the toll proportional to the distance travelled will be collected from the vehicles

using it. Payment will be made through one of the three payment modes, manual (cash), Touch &Go

(T&G) using smart card (IC card), and RFID electronic toll collection (ETC). Total number of

interchanges on the ORR is nineteen (19) interchanges. The total numbers of lanes are 181, out of

which Manual and Touch & Go lanes are 112, Hybrid (Manual, Touch & Go and RFID ) lanes are 51

and Hybrid (Touch & Go, RFID ) ETC lanes are 18.

4. The Hyderabad Growth Corridor Limited now invites tenders from eligible experienced

OEMs/System Integrators for "Supply of RFID ETC system related equipments for Toll

Management System of Hyderabad Outer Ring Road in the State of Telangana, India being taken up

with loan assistance of Japan International Cooperation Agency under Phase-2 Program". Supply of

RFID ETC system related equipments as described in the Employer’s Requirements of the Tender

Document consist of 74 RFID Readers, 43 Hand-held Terminal (HHT) readers, 26 Point of Sale

(POS) Desktop RFID Readers, RFID tags 10,000 etc. More details on the services are provided in the

client's requirements.

1 Proposed lane configuration is as follows:

Number of

Manual and T&G lanes

Number of Hybrid

(Manual,T&G and RFID ) lanes

Number of Hybrid

(T&G, RFID lanes) Total

Entry Exit Total Entry Exit Total Entry Exit Total

49 63 112 25 26 51 8 10 18 181

2 Officer inviting tenders Chief General Manager (T), HGCL, HGCL.

3 Address of delivery At 19 Toll Plazas along Hyderabad Outer

Ring Road as instructed by representative of

HGCL

4 Period 3 months for Supply and 2 years warranty

5 Form of contract / class of contractor

eligible

Experienced OEMs/System Integrators. Also

they should satisfy the eligibility criteria as

per the tender conditions.

6 Tender Security Rs. 5,00,000/-

7 Commencement Date for Downloading

Tender Document

26-07-2017

8 Date Time of Pre-bid meeting 29-07-2017 at 11: 00 AM

9 Last date and time of submission of Tender 09-08-2017 up to 03:00 PM

10 Date & Time of Opening of Technical Bid 09-08-2017 at 03:30 PM

11 Date & Time of opening Financial Bid will be informed

a) The tenderers need to contact the Chief General Manger, HGCL for information on e-

procurement.



b) The intending tenderers need to register on the electronic procurement market place of

Government of Telangana that is www.eprocurement.gov.in. On registration on the

e-procurement market place they will be provided with a user ID and password by the

system using which they can submit their tenders on-line.

c) For registration and online bid submission tenderers may contact HELP DESK of M/s

TSTS, www.e-Procurement.gov.in or https://tender.e-Procurement.gov.in.

d) While registering on the e-procurement market place, tenderers need to scan and upload the

required documents as per the tender requirements on to their profile.

e) Such uploaded documents need to be attached to the tender while submitting the tenders.

The e-procurement market place provides an online self-service registration facility to such

of the contractors who are already registered with respective participating departments for

supply of specified goods and services. 5. Scope of RFID contractor and TMS Contractor is specified in the client's requirements.

6. Eligibility criteria for opening the Financial Proposal (MANDATORY DOCUMENTS TO BE

UPLOADED):

a) The Tenderers should have supplied and installed at least 74 RFID readers under multiple

contract agreements during the last three (3) financial years

b) The average annual financial turnover of the tenderer shall be Rs. 2.00 crores during the last

three (3) years duly certified by the Charted Accountant.

c) The Tenderers shall have positive net cash accruals (no negative cash accruals) during the

last three (3) Financial years.

d) Tender security to be paid with a validity of not less than 125 days by way of Crossed

Demand Draft/ Bank Guarantee issued by any Nationalized/Scheduled Bank for

Rs.5,00,000/- drawn in favour of Managing Director, HGCL(in the form of formats of

security of this document).

e) The Tenderer shall submit the technical proposal with documentary evidence in response to

the requirement of information of Part B: Technical Proposal in the Form of Tender, to

establish that the Tenderer has adequate capability to undertake the Contract. The Tenderer

shall submit the technical proposal in sufficient detail to confirm the Tenderer’s capability

to complete the Service in accordance with the Specifications.

f) Latest GST registration certificate

g) Latest Income Tax returns certificate

h) PAN Card

i) Letter of Authorization of Person on behalf of company for tendering.

j) Power of attorney for signing of the agreement. 7. The Financial proposals of such tenderers, who are determined to have complied with the above

eligibility criteria, will only be opened.

8. Successful tenderer shall produce minimum required (Contractor's All Risk) Insurance policy at his

own cost and shall produce the same at the time of concluding the agreement.

9. If the office happens to be closed on the dates specified above, the respective activity will be

performed at the designated time on the next working day without any notification.

10. The CGM (T), HGCL reserve the right to reject the tenders without assigning any reasons.

11. All the tenderers are requested to follow up the e-procurement website for additional information, like

addendums, and corrigendum’s on www.eprocurement.gov.in and no paper publication will be issued.

12. The tenderer shall be blacklisted and the Tender Security forfeited if he is found to have misled or

furnished false information in the forms/ Statements/ certificates submitted in proof of qualification

requirements or poor record of performance such as abandoning of work not properly completed in

earlier contracts, inordinate delays in completion of the works, litigation history and/ or financial

failures and /or participated in the previous tendering for the same work and has quoted unreasonable

high bid prices.

13. Any time during the currency of contract of agreement it is found that the contractor had produced

false/ fake certificates of experience he will be black listed and the contract will be terminated.

14. All the participating tenderer should pay an amount (0.03% of tendered amount plus tax) towards

transaction fee electronically online through payment gateway services provided by ICICI and HDFC

Banks using their credit cards and hand over the same to CGM (T), HGCL at the time of submission

of uploaded documents of Technical Bid including Tender Security.

http://www.eprocurement.gov.in/

http://www.e-procurement.gov.in/




15. The successful tenderer should pay @ 0.04% of tendered amount with a cap of Rs. 10,000/- for works

up to Rs. 50.00 crores of contract value plus tax in the form of DD in favour of M/s. TSTS towards ‘e’ procurement corpus fund initially R & D of software applications for automation of process in user

departments and hand over the same at the time of concluding agreement.

16. Any further information can be obtained from the Office of the Chief General Manager (T), HGCL.

17. Conditional tenders will not be entertained and are liable to be rejected.

18. The validity of the tender is 90 days.

19. The successful tenderer is expected to complete the work within the time period specified in the NIT.

Procedure for submission of tenders:

The tenderer shall submit his response through Bid submission to the tender on e-Procurement platform at

www.e-Procurement.gov.in by following the procedure given below. The tenderer would be required to

register on the e-procurement market place www.e-Procurement.gov.in or https://tender.e-

Procurement.gov.in and submit their tenders online. Offline tenders shall not be entertained by the Tender

Inviting Authority for the tenders published in e-procurement platform.

The tenderers shall submit their eligibility and qualification details, Technical bid, Financial bid etc., in the

online standard formats displayed in e-Procurement web site. The tenderers shall upload the scanned

copies of all the relevant certificates, documents etc., in support of their eligibility criteria/technical tenders

and other certificate/documents in the e-Procurement web site. The tenderer shall sign on the statements,

documents, certificates, uploaded by him, owning responsibility for their correctness/authenticity. The

tenderer shall attach all the required documents for the specific tender after uploading the same during the

bid submission as per the tender notice and tender document.

1. Digital Certificate Authentication

The tenderer shall authenticate the bid with his Digital Certificate for submitting the bid electronically

on e-Procurement platform and the tenders not authenticated by digital certificate of the tenderer will

not be accepted on the e-Procurement platform.

For obtaining Digital Signature Certificate, you may please Contact:

Telangana Technology Services Limited

BRKR Bhavan, B-Block

Tankbund Road , Hyderabad-500022

Phone: +91-40-23220305

Fax: +91-40-23228057

(OR)

You may please Contact Registration Authorities of any Certifying Authorities in India. The list of

CAs is available by clicking the link

"https://tender.eProcurement.gov.in/DigitalCertificate/signature.html".

2. Hard Copies 1. All the tenderers shall invariably upload the scanned copies of DD/BG in e-Procurement system

and this will be the primary requirement to consider the bid responsive.

2. The department shall carry out the technical evaluation solely based on the uploaded

certificates/documents, DD/BG towards Tender Security in the e-Procurement system.

3. The department will notify the technically qualified tenderer for submission of original hardcopies

of all the uploaded documents, DD/BG towards Tender Security and clarifications if any sought

prior to opening the Price Bid. The tenderer should submit the documents either personally or

through courier or post and the receipt of the same within the stipulated date shall be the

responsibility of the technically qualified tenderer. The department will not take any responsibility

for any delay in receipt/non-receipt of original DD/BG towards Tender Security,

Certificates/Documents from the tenderer before the stipulated time.

4. The department shall ensure the genuinity of the DD/BG towards Tender Security and all other

certificates/documents uploaded by the tenderer in e-Procurement system in support of the

qualification criteria before concluding the agreement.



5. The Tender Security and documents of unsuccessful tenderers will be returned no sooner the

tenders are finalized or end date of the Tender validity period whichever is earlier.

3. The GO. Ms. No. 174 -I&CAD dated: 1-9-2008 Deactivation of Tenderers

If any technically qualified tenderer fails to submit the original hard copies of uploaded

certificates/documents, DD/BG towards Tender Security within stipulated time or if any variation

noticed between the uploaded documents and the hard copies submitted by the tenderer, then the

tenderer is considered as non responsive and his price bid will not be opened.

If the successful tenderer fails to conclude the agreement within stipulated time then the successful

tenderer will be suspended from participating in the tenders on e-Procurement platform for a period of

3 years. The e-Procurement system would deactivate the user ID of such defaulting tenderer based on

the trigger/recommendation by the Tender Inviting Authority in the system. Besides this, the

department shall invoke all processes of law including criminal prosecution of such defaulting tenderer

as an act of extreme deterrence to avoid delays in the tender process for execution of the development

schemes taken up by the government. Other conditions as per tender document are applicable. The

tenderer is requested to get a confirmed acknowledgement from the Tender Inviting Authority a proof

of Hardcopies submission to avoid any discrepancy.

4. Payment of Transaction Fee:

It is mandatory for all the participant tenderers from 1st January 2006 to electronically pay a Non-

refundable Transaction fee to M/s. TSTS, the service provider through "Payment Gateway Service on

E-Procurement platform". The Electronic Payment Gateway accepts all Master and Visa Credit Cards

issued by any bank and Direct Debit facility/Net Banking of ICICI Bank, HDFC, Axis Bank to

facilitate the transaction. This is in compliance as per G.O.Ms. 13 dated 07.05.2006.

5. Corpus Fund:

As per GO MS No.4 User departments shall collect 0.04% of ECV(tendered contract value) with a cap

of Rs.10,000 (Rupees ten thousand only) for all works up to Rs.50 crores, and Rs.25,000/- (Rupees

twenty five thousand only) for works above Rs.50 crores, from successful tenderers on e-Procurement

platform before entering into agreement / issue of purchase orders, towards e-Procurement fund in

favour of Managing Director, TSTS. There shall not be any charge towards e-Procurement fund in

case of works, goods and services with ECV less than and up to Rs. 10 lakhs.

6. Tender Document

The tenderer is requested to download the tender document and read all the terms and conditions

mentioned in the tender Document and seek clarification if any from the Tender Inviting Authority.

Any offline bid submission clause in the tender document could be neglected.

The tenderer has to keep track of any changes by viewing the Addendum/Corrigenda issued by the

Tender Inviting Authority on time-to- time basis in the E-Procurement platform. The Department

calling for tenders shall not be responsible for any claims/problems arising out of this.

7. Tender Submission Acknowledgement

The tenderer shall complete all the processes and steps required for Bid submission. The system will

generate an acknowledgement with a unique bid submission number after completing all the prescribed

steps and processes by the tenderer. Users may also note that the tenders for which an acknowledgement is

not generated by the e-Procurement system are treated as invalid or not saved in the system. Such invalid

tenders are not made available to the Tender Inviting Authority for processing the tenders. The Government

of Telangana and M/s TSTS is not responsible for incomplete bid submission by users.

General Terms & Conditions:



1. Tenders are invited on the e-procurement for the above mentioned work from the eligible firms. The

details of Tender conditions and terms can be down loaded from the electronic procurement platform

of Government of Telangana i.e. www.e-Procurement.gov.in.

2. Contractors would be required to register on the e-procurement Market Place www.e-

Procurement.gov.in and submit their tenders on line. The Department will not accept any bid

submitted in the paper form. 3. Tender Security to be paid by way of Crossed Demand Draft for Rs.5,00,000/- D.D/ Bank Guarantee(BG)

drawn in favour of Managing Director, Hyderabad Growth Corridor limited. from any

Nationalized/Scheduled Bank and scanned copy of DD/BG all mandatory certificates / documents listed in

eligibility criteria and credentials must be uploaded along with the tenders. Failure to upload the scanned

copy of DD/BG & credentials, the tender will be summarily rejected.

4. The successful tenderer shall invariably furnish the original DD/BG towards Tender Security, latest VAT

clearance, Performance Security and certificates/documents of the uploaded scanned copies to the tender

inviting authority before entering into the agreement either personally or through courier or post and the

receipt of the same within the stipulated date shall be the responsibility of the successful tenderer. The

Department will not take any responsibility for any delay in receipt/non-receipt of original DD towards

Tender Security, certificates/documents, from the successful tenderer before the stipulated time

5. The tenderers can view/ down load the tender documents from the “e’ market place i.e.,

https://tender.e-Procurement.gov.in

Note:

1) The date stipulated above is firm and under no circumstances they will be relaxed unless

otherwise extended by an official notification or happen to be Public Holidays.

Any other condition regarding receipt of tenders in conventional method appearing in the tender

documents may please be treated as not applicable.

http://www.e-procurement.gov.in/



https://tender.eprocurement.gov.in/


SECTION I:

INSTRUCTION TO TENDERERS


Section 1: Instructions to Tenderers 7

INSTRUCTION TO TENDERERS

A. GENERAL

1. Scope of Tender

1) The Chief General Manager (Technical), Hyderabad Growth Corridor Limited (hereinafter referred

to as “HGCL” or “the Client”) invites Tenders for "Supply of RFID ETC system related equipments

for Toll Management System of Hyderabad Outer Ring Road in the State of Telangana in India

being taken up with loan assistance of Japan International Cooperation Agency under Phase-2

Program".

2) The Hyderabad Outer Ring Road (ORR) is an 8 lanes fully access controlled expressway having a

total length of 158 km with 19 interchanges. The ORR will be operated as a toll expressway and a

Toll Management System (TMS) will be installed to collect toll from ORR users. A closed toll

system, which charges toll proportional to the distance travelled, will be adopted and tollgate will be

established at entry and exit points of the ORR. Payment will be made through one of the three

payment modes, manual (cash), Touch &Go (T&G) using smart card (IC card), and RFID electronic

toll collection (ETC).

3) The total numbers of lanes are 181, out of which Manual and Touch & Go lanes are 112, Hybrid

(Manual and Touch & Go lanes and RFID) lanes are 51 and Hybrid (touch & Go and RFID) lanes

are 18. The following table shows the details of each interchange including interchange number and

name, type of toll lane. The scope of service is described further in the Client's Requirements of the

Tender Documents.

Interchange

Lane Configuration

Number of

Manual and T&G lanes

Number of Hybrid

(Manual &

T&G,RFID) lanes

Number Hybrid

(T&G,RFID) lanes Total


1 Kokapet 2 2 4 2 2 4 8

2 Idulnagalapalli 2 2 4 2 2 4 8

3 Patancheru 3 5 8 1 1 1 2 3 12

4 Sultanpur 2 2 4 2 2 4 8

5 Saragudem 2 3 5 1 1 2 7

6 Medchal 4 5 9 1 1 1 1 2 12

7 Shamirpet 4 5 9 1 1 1 1 2 12

8 Keesara 2 2 4 2 2 4 8

9 Ghatkesar 4 6 10 1 1 2 12

10 Taramatipet 2 2 4 2 2 4 8

11 PeddaAmberpet 3 5 8 1 1 2 1 1 2 12

12 Bongulur 2 3 5 1 1 2 7

13 Ravirayal 2 2 4 2 2 4 8

14 Tukkuguda 2 2 4 2 2 4 8

15 Pedda Golconda 2 2 4 2 2 4 8

16 Shamshabad 4 6 10 2 3 5 15

17 Rajandranagar-1 1 1 2 1 1 2 4

Rajandranagar-2 1 1 2 1 1 2 4

18 TSPA 2 2 4 8

19 Nanakramguda 3 5 8 1 2 3 1 2 3 12

49 63 112

25 26 51

8 10 18 181

TOTAL 112 51 18

4) The period of contract under this Tender is three (3) months from the commencement of the contract

for supply and 2 years warranty. The successful tenderer is expected to complete the work within the

time period specified in the NIT.

2. Source of Funds



2.1 The Employer has received an ODA loan amounting to 42,027 Million Japanese Yen (Loan

Agreement No. ID-P198 signed on 21 November, 2008) from Japan International Cooperation

Agency (hereinafter referred to as “JICA”) toward the cost of the Hyderabad Outer Ring Road

Project, and intends to apply a portion of the proceeds of this loan to the payments under this

contract. Disbursement of an ODA Loan by JICA will be subject, in all respects, to the terms and

conditions of the Loan Agreement, including the disbursement procedures and the “Guidelines for

Procurement under JICA ODA Loans – April 2012 edn”. No party other than the Employer shall

derive any rights from the Loan Agreement or have any claim to loan proceeds. The above Loan

Agreement will cover only a part of the project cost. As for the remaining portion, the Employer will

take appropriate measures for finance.

3. Eligibility Criteria

3.1 The "Tenderer" as used in the tender document shall mean one who has signed the Bid Form. The

Tenderer may be either the experienced OEMs/System Integrators for which prices are quoted on

the Price Schedule or his duly authorized representative/dealer, in which case, he shall submit a

certificate of authority as per Annex TCOC 1. All necessary certificates and documents shall be

furnished by the manufacturer/ representative of the firm. Manufactures/companies should authorize

only one distributor for the State/for this particular tender and such specific authorization to this

effect should be accompanied with tender document. Only one bid from a manufacturer firm shall be

accepted and in case the manufacturer firm itself apply in the tender process, the bid of the

authorized representative shall not be considered.

3.2 The tenderer shall be a registered firm in India under the company’s act and should have been in the

business for a period more than three years. Photocopy of Memorandum/Articles of

Associations/Certificate of incorporation should be submitted.

3.3 The tenderer should have a registered office and operations in India. Valid proof should be

submitted along with the bid.

3.4 The Tenderer should have been operating in India for the last three financial years Documentary

evidence to be submitted.

3.5 The tenderer should have valid VAT Registration Certificate, Service Tax Registration Certificate,

PAN card &Trade License. Tenderer shall have to submit photocopy of the documents.

3.6 The Net Worth of the Tenderer must be positive as per the last audited Balance Sheet. The tenderer

should have an annual turnover of not less than Rs 2.0 crores the concerned business each in the last

three financial years (Tenderer shall have to submit photocopy of Audited Annual Account.

Chartered Accountant Certificate for Net Worth/annual turnover should be submitted.

3.7 The tenderer shall not have been blacklisted by any State/Central Government or PSU Organization

or bilateral/multilateral funding agencies for breach of ethical conduct or fraudulent practices as on

date of submission of the proposal. Declaration on tenderer’s letter head to be submitted.

4. Cost of Tendering The Tenderer shall bear all costs associated with the preparation and submission of its Tender and

the Client will in no case be responsible or liable for those costs, regardless of the conduct or outcome of

the tendering process.



5. Site Visit

5.1. It is the Tenderer's responsibility to visit and examine the Site of Work and its surroundings and obtain

all information that may be necessary for preparing the Tender for entering into a contract, for

construction of the work. The costs of visiting the site shall be at the Tenderer’s own expense.

B. TENDER DOCUMENTS

6. Content of Tender Documents

6.1 One set of Tender document, comprises of the following:

Section Particulars

i) e-Procurement Tender Notice

ii) Invitation for Tenders

Section 1 Instruction to Tenderers

Section 2

Form of Tender

Part A: Qualification Questionnaire Forms



Pricing Document

Section 3 Form of Letter of Acceptance (LOA)

Section 4 Sample Form of Contract

Section 5 Terms and Conditions of Contract

Section 6 Client's Requirements

6.2 The Tenderers is expected to examine carefully the contents of all the Tender Documents. Failure to

comply with the requirements of Tender submission will be at the Tenderer’s own risk. Tenders

which are not substantially responsive to the requirements of the Tender Documents will be rejected.

6.3 The Tenderer shall not make or cause any alteration, erasure or obliteration to the text of the Tender

Documents.

7. Clarification of Tender Documents

7.1 A prospective Tenderer requiring any clarification on Tender documents may contact the Tender

Inviting Officer at the address indicated in the NIT. The Tender Inviting Officer will also respond to

any request for clarification, received through post.

8. Amendment of Tender Documents

8.1. Before the last date for submission of Tenders, the Tender Inviting Officer may modify any of the

Contents of the Tender Notice, Tender documents by issuing amendment / Addendum.

8.2. Any addendum/amendments issued by the Tender Inviting Officer shall be part of the Tender

Document and it shall be kept in online.

8.3. To give prospective Tenderers reasonable time to take an addendum into account in preparing their

tenders, the Tender Inviting Officer may extend if necessary, the last date for submission of tenders.

9. Pre-Tender Meeting

9.1 The Tenderer or his official representative is invited to attend a pre-tender meeting, which if

convened, will take place at the venue and time stipulated as follows:



Pre-Tender Meeting

Time: at 11:00 am on 29.07.2017.

Venue: Office of Chief General Manager (Tech), Hyderabad Growth Corridor Limited, HMDA

Complex, Tarnaka, Secunderabad, 500 007, Telangana, India.

9.2 The purpose of the meeting will be to clarify issues and to answer questions on any matter that may

be raised at that stage to enable the Tenderers to submit Tenders without conditions or qualifications.

9.3 The Tenderer is requested to submit any questions in writing or by fax/ email, to reach the Client not

later than 29.07.2017. It may not be practicable at the pre-tender meeting to answer questions

received late, but questions and responses will be transmitted as indicated hereafter.

9.4 Minutes of the pre-tender meeting will not be issued by the Employer, and any verbal information

provided by the Employer at the meeting should not be relied upon by the Tenderer. The text of the

questions raised and the responses given, together with any responses prepared after the meeting,

will be transmitted without delay to all interested Tenderers. Any modification of the Tender

Documents, which may become necessary as a result of the pre-tender meeting and written questions

by Tenderers shall be made by the Client exclusively through the issue of an Addendum and not

through the minutes of the pre-tender meeting.

9.5 Tenderers are advised to attend the pre-tender meeting. However, non-attendance at the pre-tender

meeting will not be a cause for disqualification of a Tender. Tenderers who do not attend the pre-

tender meeting assume the responsibility to comply with modifications to the Tender Documents,

which will be communicated through an Addendum.

C. PREPARATION OF TENDERS

10. Language of Tender

10.1 All documents relating to the tender shall be in the English Language only.

11. Preparation of Proposals

11.1 The tenderers who are desirous of participating in e-procurement shall submit their tenders, price

tenders etc., in the standard prescribed in the tender documents, displayed at e market place. The

tenderers should upload the scanned copies of all the relevant certificates, documents etc., in the e

market place in support of their tenders. The tenderers shall sign on all the statements,

documents, certificates, uploaded by him, owning responsibility for their

correctness/authenticity.

The tenders will be opened on line by the Chief General Manager (T), HGCL at the time and date as

specified in the tender documents. All the statements, documents, certificates, DD etc., uploaded by the

tenderers will be down loaded for evaluation. The clarifications, particulars if any required from the

tenderers will be obtained or in the conventional method by addressing the tenderers. The tenders will be

evaluated against the specified parameters as in the case of conventional tenders and the qualified tenderers

will be identified. The result of bid evaluation will be displayed on the e- market place, which can be seen

by all the tenderers who participated in the tenders.



12. Bid Offer:

12.1. Bill of Quantities called Schedule “A” and the bid offer accompanies the tender document as

Volume-II. It shall be explicitly understood that the Tender Inviting Officer does not accept any

responsibility for the correctness or completeness of this schedule ‘A’ and this schedule ‘A’ is liable

to alterations by omissions, deductions or additions at the discretion of the Chief General Manager

(T), HGCL or as set forth in the conditions of the contract as indicated. The tenderers will have to

state clearly their willingness to execute the work at rates quoted by the tenderer in the schedule A

of the tender document. The tenderer should however quote his lumpsum tender based on this

schedule of quantities and rates quoted. He should quote his offer as item rate for each item in

Schedule A. The overall tender percentage shall be worked out with comparing the ECV on

estimated rates of HGCL.

12.2. The Schedule –A (or Price-bid) contains the description of item of work, the quantities of the

corresponding item, the tenderer shall quote the rates and the amount for each item and the total

value of the contract amount. The tenderer should workout his own rates keeping in view the work,

site conditions and quote the rates for each item in Schedule A which he intends to execute the work.

12.3. The bid offer shall be for the whole work and not for individual items / part of the work.

12.4. The tendered contract amount as computed based on the rates quoted is subject to variation during

the performance of the Contract in accordance with variation in quantities etc.

13. Charges payable to Vayam Technologies Ltd.& TSTS

13.1 The participating tenderers shall pay on Online through Payment Gateway to Vayam Technologies

Limited, Hyderabad @ 0.03% of Tendered amount towards transaction fee plus tax and hand over

proof of the payment to the Chief General Manager (T), HGCL through off line before one day of

opening of price bid.

13.2 The successful tenderer shall pay to TSTS at 0.04% of tendered contract value towards corpus fund

in the shape of D.D. at the time of conclusion of agreement.

14. Validity of Tenders:

14.1 Tenders shall remain valid for a period of not less than 90 days from the last date for receipt of

Tender specified in NIT.

14.2 During the above mentioned period no plea by the tenderer for any sort of modification of the tender

based upon or arising out of any alleged misunderstanding of misconceptions or mistake or for any

reason will be entertained.

14.3 In exceptional circumstances, prior to expiry of the original time limit, the Tender Inviting Officer

may request the tenderers to extend the period of validity for a specified additional period. Such

request to the Tenderers shall be made in writing. A Tenderer may refuse the request without

forfeiting his Tender Security. A Tenderer agreeing to the request will not be permitted to modify

his Tender, but will be required to extend the validity of his Tender Security for a period of the

extension.

15. Tender Security:

15.1. The Tenderer shall furnish tender security for an amount of Rs. 5,00,000/- along with hard copies of

Tender documents (Para 7.0 of GO Ms.No 36). The DD/Bank Guarantee shall be from a

Nationalized/Scheduled Bank in favour of Managing Director, HGCL valid for a period of 6 months.

Xerox copy of the DD/BG is to be scanned and uploaded along with the Bid and the original DD/BG

shall be sent to the Chief General Manager (T), HGCL on receipt of notice to submit the Tender

security. Failure to furnish the original DD before specified date will be entitled for rejection of bid

and blacklisting.



15.2. Demand Drafts/BG furnished towards tender security and transaction fee shall be valid for a period

of six months from the date of tender notice.

15.3. The tender security of Tenderers will be returned no sooner the tenders are finalized or end date of

the Tender validity period which ever is earlier.

15.4. The transaction fee paid shall neither be refunded nor reimbursed.

15.5. The earnest money deposited by the successful tenderer will not carry any interest and it will be

dealt with as provided in the conditions stipulated in the tender.

15.6. The tender security shall be forfeited.

a) If the Tenderer withdraws the Tender during the validity period of Tender.

b) In the case of a successful Tenderer, if he fails to sign the Agreement for whatever the reason.

15.7. In consideration of the Chief General Manager (T), Tenders undertaking to investigate and to take

into account each tender and in consideration of the work thereby involved, all earnest monies

deposited by the tenderer will be forfeited to the Government in the event of such tenderer either

modifying or with-drawing his tender at his instance within the said validity period of four months.

16. Signing of Tenders.

16.1. If the tender is made by an individual, it shall be signed with his full name and his address shall be

given. If it is made by a firm, it shall be signed with the co-partnership name by a member of the

firm, who shall also sign his own name, and the name and address of each member of the firm shall

be given, if the tender is made by a corporation it shall be signed by a duly authorized officer who

shall produce with his tender satisfactory evidence of his authorization. Such tendering corporation

may be required before the contract is executed, to furnish evidence of its corporate existence.

Tenders signed on behalf of G.P.A. holder will be rejected.

16.2. The Tender shall contain no alterations or additions, except those to comply with instructions issued

by the Tender Inviting Officer, or as necessary to correct errors made by the Tenderer, in which case

all such corrections shall be initialed by the person signing the Tender.

16.3. No alteration which is made by the tenderer in the contract form, the conditions of the contract, the

drawings, specifications or statements / formats or quantities accompanying the same will be

recognized; and, if any such alterations are made the tender will be void.

D. SUBMISSION OF TENDERS.

17. Submission of Tenders:

17.1. The tenderer shall invariably ensure that the following are uploaded on line for bid evaluation.

i. Documents as per NIT

17.2. HGCLwill not hold any risk and responsibility for the loss in transit during uploading of the scanned

document, for the invisibility of the scanned document online, and any other problem(s) encountered

by the Tenderers while submitting his tenders online.

17.3. Related certificates, documents etc., are to be scanned and uploaded on to the ‘e’procurement

platform at www.eprocurement.gov.in.

17.4. Any other condition regarding receipt of tenders in conventional method appearing in Tender

document may be treated as Non-applicable.




18. Last date / time for Submission of the Tenders.

18.1. Tenders must be submitted online not later than the date and time specified in NIT.

18.2. The Chief General Manager (T), HGCL may extend the dates for issue and receipt of Tenders by

issuing an amendment in which case all rights and obligations of the Chief General Manager (T),

HGCL and the Tenderers will remain same as previously.

19. Late Tenders.

19.1. Any Tender received online after the last date / time prescribed in NIT, will be summarily rejected.

20. Modification to the Tender.

20.1. No Tender shall be modified after the last date /time of submission of Tenders.

E. TENDER OPENING AND EVALUATION

21. Tender opening

21.1. The Technical tenders will be opened online by the Chief General Manager (T), HGCL at the time

and date as specified in the tender documents. All the Statements, documents, certificates, Demand

Draft etc., uploaded by the Tenderers will be verified and downloaded, for technical evaluation. The

clarifications, particulars, if any, required from the tenderers, will be obtained either online or in the

conventional method by addressing the tenderers. The technical tenders will be evaluated against

the specified parameters / criteria same as in the case of conventional tenders and the technically

qualified tenderers will be identified. The result of Technical tenders evaluation will be displayed on

the ‘e’market place, which can be seen by all the Tenderers who participated in the Tenders.

21.2. The department shall carry out the technical bid evaluation solely based on the uploaded

certificates/documents, DD/BG towards tender security in the e-procurement system and all

technically qualified tenderer are to submit the hard copies before opening the price tenders.

22. Clarification on the Technical Bid.

22.1. The tender opening authority may call upon any tenderer for clarification on the statements,

documentary proof relating to the technical bid. The request for clarification and response thereto

shall be in writing and it shall be only on the qualification information furnished by the tenderer.

The clarification called for from the tenderers shall be furnished within the stipulated time, which

shall not be more than a week.

22.2. The tenderer if so desirous, shall agree in writing to furnish the clarification called for within the

stipulated time and, for disqualification and rejection of his tender in the event of failure to do so.

23. Examination of technical Tenders and Determination of Responsiveness

23.1. The Chief General Manager (T) will evaluate whether each Tenderer is satisfying the eligibility

criteria prescribed in the tender document and declares them as a qualified Tenderer.

23.2. If the technical bid of a Tenderer is not satisfying any of the eligibility criteria it will be rejected by

the Chief General Manager (T). However, the tender accepting authority detects any error in the

evaluation of Tenders by Chief General Manager (T), the tender accepting authority while returning

the tenders may direct the Chief General Manager (T) to re-evaluate the tenders.

23.3. If any alteration is made by the tenderer in the tender documents, the conditions of the contract, the

drawings, specifications or statements / formats or quantities the tender will be rejected.



24. Price Bid Opening:

24.1. At the specified date and time, the price tenders of all the technically qualified tenderers will be

opened online by the Chief General Manager (T), HGCL and the result will be displayed on the

‘e’market place which can be seen by all the tenderers who participated in the Tenders.

24.2. Only the price tenders of qualified Tenderers whose technical tenders are found satisfying the

eligibility criteria and only who has submitted the hard copies of uploaded documents to this office

shall be opened on the date and time fixed.

24.3. The Price Bid of the Unqualified Tenderers will not be opened and kept in safe custody till the

tenders are finalized and thereafter Tender Security will be returned to the Tenderers.

24.4. Tenders shall be scrutinized in accordance with the conditions stipulated in the Tender document. In

case of any discrepancy of non-adherence conditions the Tender accepting authority shall

communicate the same which will be binding both on the tender opening authority and the Tenderer.

In case of any ambiguity, the decision taken by the Tender Accepting Authority on tenders shall be

final.

25. Evaluation and Comparison of Price Tenders

25.1. The Chief General Manager (T), HGCL will evaluate and compare the price tenders of all the

qualified Tenderers.

25.2. Negotiations at any level are strictly prohibited. However, good gesture rebate, if offered by the

lowest tenderer prior to finalization of tenders may be accepted by the tender accepting authority.

25.3. Selection of Tenderer among the lowest & equally quoted tenderers will be in the following orders:

i)Maximum turn over on similar works in one financial year in the last 3 financial years.

ii)Performance / track record of the tenderer.

26. Discrepancy in Tender rates quoted.

26.1. In case of any discrepancy between the tender rate quoted in words and figures, the tender rate

quoted in words shall prevail.

27. Process to be Confidential.

27.1. Information relating to the examination, clarification, evaluation and comparison of Tenders and

recommendations for the award of a contract shall not be disclosed to Tenderers or any other

persons not officially concerned with such process until the award to the successful Tenderer has

been announced by the tender accepting authority. Any effort by a Tenderer to influence the

processing of Tenders or award decisions may result in the rejection of his Tender.

27.2. No Tenderer shall contact the Chief General Manager (T), HGCL or any authority concerned with

finalisation of tenders on any matter relating to its Tender from the time of the Tender opening to the

time the Contract is awarded. If the Tenderer wishes to bring additional information to the notice of

the Chief General Manager (T), HGCL, it should do so in writing.

27.3. Before recommending / accepting the tender, the tender recommending / accepting authority shall

verify the correctness of certificates and D.D’s/BG’s submitted by the tenderers.



F. AWARD OF CONTRACT

28. Award Criteria

28.1. The Chief General Manager (T), HGCL will award or recommend to the competent tender accepting

authority for award of the contract to the Tenderer who is found qualified as per the Tender

conditions and whose price bid is lowest.

28.2. The tender accepting authority reserves the right to accept or reject any Tender or all tenders and to

cancel the Tendering process, at any time prior to the award of Contract, without thereby incurring

any liability to the affected Tenderer or Tenderers or any obligation to inform the affected Tenderer

or Tenderers of the reasons for such action.

29. Notification of Award and Signing of Agreement.

29.1. The Tenderer whose Tender has been accepted will be notified of the award of the work by the

Chief General Manager (T), HGCL, prior to expiration of the Tender validity period by registered

letter. This letter (hereinafter and in the Conditions of Contract called “Letter of Acceptance”) will

indicate the sum that the Government will pay the Contractor in consideration of the execution,

completion, and maintenance of the Works by the Contractor as prescribed by the Contract

(hereinafter and in the Contract called the “Contract Amount”).

29.2. When a tender is to be accepted the concerned tenderer shall attend the office of the Chief General

Manager (T), HGCL concerned on the date fixed in the Letter of acceptance. Upon intimation

being given by the Chief General Manager (T), HGCL, of acceptance of his tender, the tenderers

shall make payment of the balance E.M.D., and additional security deposit wherever needed by way

of Demand Draft obtained from a Nationalized / Scheduled Bank with a validity for the specified

period, and sign an agreement in the form prescribed by the department for the due fulfillment of the

contract. Failure to attend the Chief General Manager (T), HGCL office on the date fixed, in the

written intimation, to enter into the required agreement shall entail forfeiture of the Earnest Money

deposited. The written agreement to be entered into between the contractor and the Government

shall be the foundation of the rights and obligations of both the parties and the contract shall not be

deemed to be complete until the agreement has first been signed by the contractor and then by the

proper officer authorised to enter into contract on behalf of the Government.

29.3. The successful tenderer has to sign an agreement within a period of 15 days from the date of receipt

of communication of acceptance of his tender. On failure to do so his tender will be cancelled duly

forfeiting the E.M.D., paid by him without issuing any further notice and action will be initiated for

black listing the tenderer.

30. Corrupt or Fraudulent Practices

30.1. The Government requires that the tenderers / suppliers / contractors under Government financed

contracts, observe the highest standard of ethics during the procurement and execution of such

contracts. In pursuance of this policy, the Government

a) define for the purposes of the provision, the terms set forth below as follows:

i. “corrupt practices” means the offering, giving, receiving or soliciting of any thing of value

to influence the action of a Government official in procurement process or in contract

execution: and

ii. “fraudulent practice” means a misrepresentation of facts in order to influence a procurement

process or the execution of a contract to the detriment of the Government and includes

collusive practice among Tenderers (prior to or after Tender submission) designed to

establish in Tender prices at artificial non-competitive levels and to deprive the Government

of the benefits of free and open competition.



b) Will reject a proposal for award if it determines that the Tenderer recommended for award has

engaged in corrupt or fraudulent practices in competing for the contract in question.

c) Will blacklist / or debar a firm, either indefinitely or for a stated period of time, if at any time

determines that the firm has engaged in corrupt or fraudulent practices in competing for, or in

executing a Government Contract.

d) Further more, Tenderers shall be aware of the provisions stated in the General Conditions of

Contract.

31. Rights of the HGCL

31.1. The management of HGCL reserves the right to reject any or all of the tenders, without

assigning any reason whatsoever.

31.2. In the event of any dispute regarding any of the tender conditions, the decision of the

management shall be final.

32. Performance Security

32.1. Within 7 (Seven) days of receipt of the Letter of Acceptance from the Client, the successful

Tenderer shall furnish to the Client Performance Securities in the form of a bank guarantee

given in Annex TCoC-1 to the Terms and Conditions of Contract for the amount of 10% of

the contract price from an Indian Schedule bank (excluding Cooperative Banks) or from a

schedule Foreign Bank as defined in Section 2(e) of RBI Act 1934 read with Second Schedule

and approved by the Client. The Performance Security of a joint venture shall be in the name

of the joint venture. If the joint venture has not been legally constituted, the Performance

Security shall be in the name of lead partner of the joint venture.

32.2. Failure of the successful Tenderer to comply with the requirements of ITT Clauses 29 or 32

shall constitute sufficient grounds for the annulment of the award and forfeiture of the Tender

Security, in which event the Client may make the award to the next lowest evaluated Tenderer

or call for new tenders.



CHECK LIST

DOCUMENTS TO ACOMPANY THE TENDER

(The Tenderers are requested to read the Bidding conditions carefully before

up loading these Documents)

Note:

1. All the copies of the certificates, documents etc., enclosed to the Technical bid shall be given page

numbers on the right corner of each certificate, which will be indicated in column (4) against each item.

2. The information shall be filled-in by the Tenderer in the applicable schedule forms, and shall be

enclosed to the Technical bid for the purposes of verification as well as evaluation of the tenderers .

3. As per the directions issued by the Government in GO MS No.174 I&CAD (PW-REFORMS) dated

1.9.2008, submission of original hard copies of the uploaded scan copies of DD/BG towards Tender

Security by participating bidders to the tender opening authority before opening of the price bid is

dispensed with. All the bidders shall invariably upload the scanned copies of DD/BG in e-procurement

system will be the primary requirement to consider the bid as responsive. The Department shall carry

out the technical bid evaluation solely based on the uploaded certificates/documents, DD/BG towards

Tender Security and open the price bids of the responsive bidders. The Department will notify the

Successful bidder for submission of original hard copies of all uploaded documents, DD/BG towards

Tender Security prior to entering into agreement. If any successful bidder fails to submit the original

hard copies towards Tender Security and other documents with in the stipulated time, the successful

bidder will be suspended from participating in the tenders on e-procurement for a period of three years.

The e-procurement system will deactivate the user ID of such defaulting successful bidder based on the

trigger/recommendation by the tender inviting authority and also criminal prosecution shall be invoked.

S.No Description Whether Up

loaded

Page Nos.

(see Note

below)

1 2 3 4

1 Form of Tender; Yes / No

2 Tender Security; Yes / No

3 Power of Attorney: Yes / No

4 PQ1- General Information of Tenderer Yes / No

5 PQ2- General Experience Record Yes / No

6 PQ3- Financial Situation Yes / No

7 PQ4- Average Annual Turnover Yes / No

8 PQ5- Litigation History Yes / No

9 Schedule FT-1:Structure of Tenderer Yes / No

10 Schedule FT-2:Certificate confirming receipt of all Tender

Addenda

Yes / No

11 Schedule FT-3:Declaration for Non-Engagement of any Agent,

Middleman or Intermediary

Yes / No

12 Schedule FT-4:Undertaking to confirm that the Tender

Documents prepared by the Client shall be used solely for the

preparation of the Tender

Yes / No

13 Pricing Document Yes / No



ON LINE DECLARATION

I / We ………………………………………………………………. have gone through carefully all the

Tender conditions and solemnly declare that I / we will abide by any penal action such as disqualification

or black listing or determination of contract or any other action deemed fit, taken by, the Department

against us, if it is found that the statements, documents, certificates produced by us are false / fabricated.

I / We hereby declare that, I / We have not been blacklisted / debarred / Suspended / demoted in any

department in Telangana state or in any State due to any reasons.

Signature of the Tenderer



Annexure to Instruction to Tenderers

Annexure ITT-1 Form of Bank Guarantee of Tender Security



ANNEXURE ITT-1

FORM OF BANK GUARANTEE FOR TENDER SECURITY

To: Hyderabad Growth Corridor Limited

2nd Floor, HMDA Complex, Tarnaka,

Secundarabad, Hyderabad, 500 007,

Andhra Pradesh, India

WHEREAS, _____________________________ (hereinafter called “the Tenderer”) has submitted his

tender dated ________________________ for Supply of RFID ETC system related equipments for

Toll Management System of Hyderabad Outer Ring Road (Tender Notice No. CGM(T)/HGCL/JICA

2/TMS/RFID/24/2017-18 dated 24.07.2017)(hereinafter called “the Tender”).

KNOW ALL MEN by these presents that We ________________________________________ [Name of

Bank] having our registered office at _______________________________________ [Address of the

Bank] (hereinafter called “the Bank”) are bound unto Hyderabad Growth Corridor Limited(hereinafter

called “the Client”) in the sum of Rs. _____________ (Indian Rupees _____________ only)for which

payment well and truly to be made to the said Client the Bank binds himself, his successors and assigns by

these presents.

SEALED with the Common Seal of the said Bank this ______ day of_____________ 2017.

THE CONDITIONS of this obligation are:

If the Tenderer withdraws his Tender during the period of tender validity specified in the Form of Tender:

or

If the Tenderer does not accept the correction of arithmetical errors of his tender price in accordance with

the Instructions to Tenderers: or

If the Tenderer having been notified of the acceptance of his Tender by the Client during the period of

tender validity:

a) fails or refuses to execute the Form of Contract agreement, in accordance with Clause 29 of

Instructions to Tenderers; or

b) fails or refuses to furnish the Performance Security, in accordance with Clause 32 of the

Instruction to Tenderers,

we undertake to pay to the Client up to the above amount upon receipt of his first written demand, without

the Client having to substantiate his demand, provided that in his demand the Client will note that the

amount claimed by him is due to him owing to the occurrence of any one or more of the conditions

mentioned above, specifying the occurred condition or conditions.

We further agree that the Client may without affecting this guarantee negotiate further with the Tenderer in

regard to the conditions contained in the said Tender and thereby modify these conditions or add thereto

any further conditions as may be mutually agreed upon between the Client and the Tenderer, that the

guarantee herein before contained shall not be affected by any change in constitution of our Bank or in the

constitution of the Tenderer, and that the expression “the Tenderer” and “the Bank” herein used shall,

unless such an interpretation is repugnant to the subject or context, include their respective successors and

assigns.

This Guarantee commences from the date hereof and shall remain in force up to and including the date 125

(one hundred and twenty five) days after the deadline for submission of tenders as such deadline is stated

in the Instructions to Tenderers or as it may be extended by the Client pursuant to the Instructions to



Tenderers, notice of which extension(s) to the Bank is hereby waived. Any demand in respect of this

Guarantee should reach the Bank not later than the above date.

Notwithstanding anything contained herein before, our liability under this guarantee is restricted to Rs.

____________ (Indian Rupees ______________ only)and the guarantee shall remain valid

until_____________. Unless a claim or a demand in writing is made upon us on or before

_______________, all our liability under this guarantee shall cease.

This Guarantee is enforceable and construed under the applicable laws of India.

Courts at Hyderabad, Telangana State, India will have exclusive jurisdiction for contesting legal cases

arising out of encashment of the Guarantee.

DATE: ______________

SIGNATURE OFAUTHORIZED OFFICIAL OF THE BANK:

_____________________________________

Name of Official: _______________________

DESIGNATION: ________________________

STAMP/SEAL OF BANK

SIGNATURE OF WITNESS: _________________________

NAME OF WITNESS: _________________________

ADDRESS OF WITNESS: _________________________

Hyderabad Outer Ring Road RFID ETC System

SECTION 2

FROM OF TENDER


Section 2 Form of Tender 23

FORM OF TENDER

HYDERABAD OUTER RING ROAD PROJECT

TENDER FOR RFID ETC SYSTEM

(Tender Notice No.CGM(T)/HGCL/JICA2/TMS/RFID/24/2017-18 dated 24.07.2017)

To Chief General Manager (Tech),

Hyderabad Growth Corridor Limited

2nd Floor, HMDA Complex, Tarnaka,

Secunderabad, Hyderabad、500 007,

Tarnaka, India

1. Having examined the Specifications, Terms of Conditions of Contract, Form of Tender together with

Pricing Documents, Instructions to Tenderers provided by the Client and Addenda Nos. …………… as furnished with the Tender Documents for the execution of the above-named Service we, the

undersigned, hereby offer to execute and complete such Service in full conformity with the

Specifications, Terms and Conditions of Contract, Pricing Documents (priced) and Addenda for the

sum stated in the Pricing Documents as completed by us and appended hereto and in item 2 below, or

such other sums as may be ascertained in accordance with the said Contract.

2. Our Tender Price excluding discount offered in item 3 below, is:

Rs. ________________ (Indian Rupees: ________________________________ )

3. The unconditional discounts offered by us is : _____ % ( _________ percent )

4. We undertake, if our Tender is accepted, to commence the Service as soon as reasonably possible after

the receipt of the Client’s notice to this effect and there from to continue to execute and perform the

Service.

5. If our Tender is accepted we will, within seven (7) days after receipt of the Letter of Acceptance,

obtain and furnish Performance Security meeting the requirements set forth in the Contract and

acceptable to the Client, executed by us and by banks acceptable to the Client, and conforming in

substance, where applicable, to the sample bank guarantee included in the Tender Documents. In

addition we will sign the Form of Contract agreement when called upon to do so.

6. We undertake to keep this Tender open for acceptance without unilaterally varying or amending its

terms for the period of 90 (Ninety) days from the date fixed for receiving the same, and it shall remain

binding upon us and may be accepted at any time before the expiration of that period or any extension

thereof to which we may agree.

7. Unless and until a Form of Contract agreement is prepared and executed, this Tender together with

your written acceptance thereof, shall constitute a binding Contract between us.

8. We understand that you are not bound to accept the lowest or any Tender you may receive.

9. We enclose with the Tender, as attachments to this Form of Tender, the following completed

documentation:

The Tender Security

Power of Attorney

Part A: Qualification Information

Schedule FQ-1:Qualification Questionnaire Forms (PQ-1 through PQ-5)


Schedule FT-1:Structure of Tenderer

Schedule FT-2:Certificate confirming receipt of all Tender Addenda

Schedule FT-3:Declaration for Non-Engagement of any Agent, Middleman or Intermediary



Schedule FT-4:Undertaking to confirm that the Tender Documents prepared by the Client shall be

used solely for the preparation of the Tender


Schedule FF-1: Completed Pricing Documents (priced)

One set of complete Tender Documents (including All Addenda)

Other documents (if any)

10. We submit with the Tender a duly executed Tender Security in respect of our obligations under this

Tender.

11. This Tender shall be governed by and construed in all respects according to the law for the time being

in force in India. The competent court at Hyderabad, Telangana State, India will have exclusive

jurisdiction in the matter.

Dated this … day of…………2017

Signature_________________________

(Name:___________________________)

in the capacity of _____________________

duly authorized to sign Tender for and on behalf of

______________________________________________________

Address:______________________________________________

Witness:______________________________________________

Address:______________________________________________

Position and Company: ___________________________________

Note: Signature on the Form of Tender shall be witnessed and dated.



PART A: QUALIFICATION INFORMATION

SCHEDULE FQ-1: QUALIFICATION QUESTIONNAIRE FORMS



SCHEDULE FQ-1

QUALIFICATION QUESTIONNAIRE FORMS

Sr. No. Form No. Description

1 PQ-1 General Information of Tenderer

2 PQ-2 General Experience Record

3 PQ-3 Financial Situation

4 PQ-4 Average Annual Turnover

5 PQ-5 Litigation History



FORM PQ-1 GENERAL INFORMATION OF TENDERER

Tenderer's legal name

[insert full legal name]

Tenderer's actual or intended country of constitution:

[indicate country of Constitution]

Tenderer's actual or intended year of constitution:

[indicate month and year of Constitution]

Tenderer’s legal address in country of constitution:

[insert street/ number/ town or city/ country]

Tenderer’s authorized representative information

Name: [insert full legal name]

Address: [insert street/ number/ town or city/ country]

Telephone/Fax numbers: [insert telephone/fax numbers, including country and city codes]

E-mail address: [indicate E-mail address]

Tenderer’s Business Field

[insert business field actually operated by Tenderer]

Attached are copies of original documents of

Articles of incorporation or documents of constitution, and documents of registration of the legal

entity named above.

Declaration :

We are not person or a firm, who is minor or who has been adjudged insolvent or who has been

convinced in a Court of Law for an offence under Indian Penal Code or offence involving moral turpitude

or other criminal activities or detained under any preventive law in force or who has been black listed by

any Government or HGCL.

_______________________________

Date and Signature of Tenderer

Date: _____________

______________________________

Signature of Tenderer



FORM PQ-2 GENERAL EXPERIENCE RECORD

[The following table shall be filled in for the Tenderer]

[Identify contracts that demonstrate continuous business over the past three (3) years and undertaking of

at least supply and installation of 74 RFID Readers in one contract over the past three (3) years ending the

date of Invitation of Tender. List contracts chronologically, according to their commencement (starting)

dates.]

Starting

Month /

Year

Ending

Month /

Year

Contract Identification Service performed by

Tenderer

Value of

Contract

[indicate

month/

year]

[indicate

month

/year]

Contract name: [insert full

name]

Name of Employer: [indicate

full name]

Address: [indicate

street/number/town or

city/country]

[insert "Sole Contractor” or

"Sub-Contractor”]

Brief description of the

Works performed by the

Applicant: [describe Works

performed briefly]

[indicate

approximate

value of

contract.]

Date: _____________ ______________________________




FORM PQ-3 FINANCIAL SITUATION


Financial Data

Historic Information for Previous

[insert number] years,[insert in words] (Indian Rupees)

2013-14 2014-15 2015-16

Information from Balance Sheet

Total Assets (TA)

Total Liabilities (TL)

Net Worth (NW)

Current Assets (CA)

Current Liabilities (CL)

Information from Income Statement

Total Revenue (TR)

Profits Before Taxes (PBT)

Profits After Taxes (PAT)

Date: _____________ ______________________________




Financial documents

The Tenderer shall provide copies of the audited financial statement or audited balance sheet for the last

three (3)years. The financial statements shall:

(a) Reflect the financial situation of the Tenderer and not sister or parent companies.

(b) Be audited by a certified accountant.

(c) Be complete, including all notes to the financial statements.

(d) Correspond to accounting periods already completed and audited (no statements for partial periods

shall be requested or accepted).

Attached are copies of financial statements (balance sheets including all related notes, and income

statements) for the last three (3) years, as indicated above, and complying with the requirements.

Date: _____________ ______________________________




FORM PQ-4 AVERAGE ANNUAL TURNOVER


Year Annual Turnover

[indicate financial year and the period

of each financial year]

[insert amount]

Average Annual Turnover

* Average Annual Turnover calculated as total certified payments received for work in progress or

completed, divided by the number of years specified.

Date: _____________

______________________________




FORM PQ-5 LITIGATION HISTORY


No pending litigation including arbitration

Pending litigation including arbitration

Year

Outcome as

Percentage of

Net Worth

Contract Identification

Total Contract

Amount (Indian

Rupee)

[insert

year]

[insert

percentage]

Contract Identification: [indicate complete contract

name, number, and any other identification]

Name of Employer: [insert full name]

Address of Employer: [insert street/city/country]

Matter in dispute: [indicate main issues in dispute]

[insert amount]

Date: _____________

______________________________




PART B: TECHNICAL PROPOSAL

SCHEDULE FT-1 STRUCTURE OF TENDERER

SCHEDULE FT-2 CERTIFICATE CONFIRMING RECEIPT OF ALL ADDENDA

SCHEDULE FT-3 DECLARATION FOR NON-ENGAGEMENT OF ANY AGENT,

MIDDLEMAN OR INTERMEDIARY

SCHEDULE FT-4 UNDERTAKING TO CONFIRM THAT THE TENDER DOCUMENTS BY

THE CLIENT WILL BE USED SOLELY FOR THE PREPARATION OF THE

TENDER



SCHEDULE FT-1

STRUCTURE OF TENDERER

1. The Tenderer shall provide full details of tenderer.

2. The Tenderer shall supply a chart particularizing the structure of the Tenderer and the ownership

of each of the companies comprising the Tenderer, identifying all respective intermediate and

ultimate holding companies.

3. Should the Tenderer be an entity established or to be established to tender for this Contract, copy

of the shareholders’ agreement or proposed shareholders’ agreement shall be supplied together

with the percentage participation and percentage equity in the agreements with the Tender.

4. The information hereto must, as a minimum, include the information on participants involved,

their respective participation in the Tenderer, the management structure, ownership and the name

of the member or participant who would have overall lead management responsibility for the

Service, the registered addresses and the names of their respective senior partners, chairman or

managing directors as appropriate.



SCHEDULE FT-2

CERTIFICATECONFIRMING RECEIPT OF ALL TENDER ADDENDA

This is to certify that we, M/S _______________________ [* Name of the Tenderer] have received all

Tender Addenda to Tender for the supply of RFID ETC System related equipments for the Hyderabad

Outer Ring Road Project (Tender Notice. No.____________),as listed below:

Addendum No._________________________

______________________________________

______________________________________

______________________________________

Date: ________________ _________________________

SIGNATURE OF TENDERER

Note: The form shall be completed by the Tenderer and dully signed by the authorized representative of

the Tenderer.



SCHEDULE FT-3

FORM OF DECLARATION FOR NON-ENGAGEMENT OF ANY AGENT,

MIDDLEMAN OR INTERMEDIARY

We hereby jointly and severally declare that the submission of this Tender confirms that no agent,

middleman or any intermediary has been, or will be engaged to provide any services, or any other item or

work related to the award and performance of this Contract. We further confirm and declare that no

Contractor commission or any payment which may be construed as an Contractor commission has been, or

will be paid and that the rate ant price and the Tender Price quoted by us in the Pricing Documents do not

include any such amount. We acknowledge the right of the Client, if he finds to the contrary, to declare our

Tender to be non-compliant and if the Contract has been awarded to declare the Contract null and void.

Date: ________________ _________________________




SCHEDULE FT-4

FORM OF UNDERTAKING TO CONFIRM THAT THE TENDER

DOCUMENTS PREPARED BY THE CLIENT SHALL BE USED SOLELY FOR

THE PREPARATION FOR TENDER

We, (name of tenderer), hereby undertake that the tender documents purchased as a necessary part of our

preparation of this tender shall be used solely for the preparation of the tender and that if the tender is

successful, shall be used solely for the RFID ETC System for the Hyderabad Outer Ring Road Project.

We further undertake that the aforesaid tender documents shall not be used in whole, in part or in any

altered form for any other project.

Date: ________________ _________________________



Section 2 Part C: Pricing Document 38

PART C: FINCIAL PROPOSAL

SCHEDULE FF-1: COMPLETD PRICING DOCUMENT

Note: The Tenderer shall complete the Pricing Document attached herewith and submit with the

Tender.



Pricing Document

1. Preamble

1.1 General Requirements

This Contract is a fixed Lump Sum price for “Supply of RFID ETC system related equipments for

Toll Management System of Hyderabad Outer Ring Road in the State of Telangana in India being

taken up with loan assistance of Japan International Cooperation Agency under Phase-2 Program".

The Tenderer shall quote the rates and prices considering that this Contract is on a “single

responsibility” basis. Items not explicitly specified in the Price Schedule but necessary for the

execution of the Toll Collection Service shall be included in the other items specified in the Price

Schedule and shall be considered included in the Contract Price payable to the Contractor under the

Contract. The items in the Price Schedule are the only items against which amount will be become

due to the Contractor.

The Pricing Document shall be read and interpreted in conjunction with Terms and Conditions of

Contract, Clients Requirements, Drawing and other Tender Documents. The preamble shall serve as

a definitive guide to the Tenderer in the interpretation of the Price Schedule and later at the stage of

contract for the measurement of quantities of cost items and payment there for.

1.2. Tender Prices

The Tenderer shall note the following facts in the preparation of rates and prices:

The rates and prices quoted for each item in the Price Schedule shall be inclusive of all taxes, levies,

duties and any other charges payable by the Contractor in connection with the execution and

completion of the Service under the Contract or for any other cause, as of the date 28 days prior to

the deadline for submission of Tenders in India and the State of Telangana. The Tenderer shall be

familiar with the tax law of India and the State of Telangana.

The rates and prices quoted by the Tenderer and accepted by the Client shall be fixed throughout the

Contract period and not subject to variation on any account except adjustment only in accordance

with the provisions of Clause 5.3 “Change in Applicable Law” of the Terms and Conditions of

Contract.

Items for which no rate or price is entered by the Tenderer, whether quantities are stated or not, shall

be regarded as covered by other rates or prices in the Price Schedule.

1.3. Preparation of Bill of Quantities

S.

No. Item Unit Quantity Spares

Total

Quantity

1 ETC Transceiver Antenna / Reader with

mounting arrangements

Nos. 69 5 74

2 HHT reader Nos. 63 5 68

3 POS reader/writer Nos. 21 5 26

4 RFID Tags Nos. 10,000 10,000

5 Zone Mapping and Antenna communication

tool

Set. 1 1

The rates and prices and Tender Price shall be quoted in Indian Rupees.

The Tenderer shall be deemed to have taken full account of all requirements, liabilities, obligations

and risks, whether expressed or implied, and to have priced the items accordingly. The cost of any

item of work not specifically described or measured in the Price Schedule but required for the

execution of the Contract shall be included in the rates and prices for the other measured items in the

Price Schedule.

No cost items shall be added to the Price Schedule. The Tender with the additional item not

indicated in the Price Schedule issued by the Client may result in the disqualification of the Tender.



Notwithstanding any limits that may be implied by the wording of the individual items and/or the

explanations in the Preamble, the rates and prices, which the Tenderer enters in the Price Schedule,

shall be for the service provided complete in every respect.

1.4. Quantities All quantities indicated in the Price Schedule are the estimated quantities of the Service to be

executed by the Contractor. They are intended to provide a common basis for tendering and tender

evaluation. The Tenderer shall not alter the quantities in preparing the Tender.

The Tenderer shall make himself completely acquainted with all conditions, obligations,

specifications, drawings and other requirements under the Contract before quoting his prices. He

shall have no right to claim any price revision on the basis of ignorance of the Tender Documents,

scope and nature of Service, or location conditions, or to make any claim with regard to the unit

price.

All quantities entered in the pricing schedule are in metric units or in calendar month of the

Gregorian calendar.

1.5. Unit

Lump Sum or “LS” that appears in the unit column of the Price Schedule shall be construed as the

item being unquantifiable and not counted or measured for payment. It shall not be understood that

the payment is made at one time. The payment for the item shall be made according to the terms of

payment set forth hereunder.

The items for which unit of “set”, “no.”, “m”, “month” or “SM” is specified, it shall mean a

complete set, discrete number, meters, calendar month or staff/month respectively. The payment for

these items shall be made after re-measurement of quantity in the units so specified.

1.6. Allowance in Rates and Prices

Except otherwise specifically described in the Tender Documents, the rates and prices shall cover

and include all allowances including but not limited to security guard, safety measures, prevention

of fire and other hazards, travelling and accommodation expenses of the Contractor’s personnel

between their base and the site, telephone, internet, various bank guarantees and securities,

overhead, and profit.

1.7. Measurement and Payment The measurement and valuation described herein is for the purpose of making a valuation of the

Works acceptable to the Employer’s Representative for issuing the Interim Payment Certificates and

interim payments thereof to the Contractor, as the Works proceed. The Works executed shall be

measured for the assessment of progress for interim payments in accordance with the method

specified in the Employer’s Requirements, the Price Schedule and other Contract Documents as set

forth notwithstanding any custom to the contrary.

The payment will be made in Indian Rupees. Notwithstanding anything stated herein, the Client

retains the right to withhold payment on any pay item due for payment when the service to be

performed are not performed, or are not carried out to the Client’s satisfaction in accordance with

the Specifications and other Contract documents.

The terms of payment for the items in the Price Schedule shall be made as set forth hereunder. All

payment shall be subject to the reductions as specified in the Terms and Conditions of Contract.

The payment for the services shall be made in the manners stated below.

i. Eighty percent (80%) of the price of each Equipment upon delivery at the Site on

confirmation by the Employer’s Representative.

ii. Ten percent (10%) of the price of each Equipment upon issue of the certificate of the

respective Test on Completion for a portion of Works by the Employer’s Representative.

iii. Five percent (10%) of the price of each Equipment upon issue of the certificate of the

respective Test on Completion of Works by the Employer’s Representative.



2. Tender Total

(This Document is to be prepared and completed by the Tenderer.)

Contract Price

Tender Total for this Contract is :

Indian Rupees: ____________________________________________________(in figures)

____________________________________________________(in words)

Breakdown of the above Contract Price into Price Schedules:

Item.

No. Item Unit

Rate in

Indian

Rupees

(Rs)

Quantity

Amount

in Indian

Rupees

(Rs)

1 2 3 4 5 6=4*5



Nos. 74

2 HHT reader Nos. 68

3 POS reader/writer Nos. 26

4 RFID Tags Nos. 10,000

5 Zone Mapping and Antenna communication

tool

Set. 1

6 Any other item LS

Total

Date: ________________________

Signature:_________________________ Tenderer:______________________________

Name: __________________________________

Authorized Representative of the Tenderer


Section 3: Form of LOA 42

SECTION 3:

FORM OF LETTER OF ACCEPTANCE (LOA)



FORM OF LETTER OF ACCEPTANCE (LOA)

No: Date:

To

.

Sub: Supply of RFID ETC system related equipments for Toll Management System of

Hyderabad Outer Ring Road

Ref: Your offer dated submitted pursuant to the referred notice

Dear Sir,

Your above mentioned offer for engagement as the user fee collecting Contractor for Supply of

RFID ETC system related equipments for Toll Management System of Hyderabad Outer Ring Road in the

State of Telangana in India has been accepted by the Competent Authority of the HGCL on the terms and

conditions of Contract forming part of the tender documents submitted by you for an amount of Rs.

for the contract period of 3 months.

As per “Instruction to the Bidders” and terms contained in the “Form of the Contract”, both being

the part of bid documents within 7 (seven) working days of date of this letter, you have to submit

Performance Security as per the format prescribed by HGCL from any Nationalized Indian Bank /State

Bank of India or its subsidiaries/IDBI/ICICI/ Export Import Bank/Foreign Bank with counter Guarantee

from any Nationalized Indian Bank or State Bank of India or its subsidiaries /any RBI approved Scheduled

Commercial Bank having net worth of more than Rs. 500 crores (Rupees Five Hundred Crores) of Indian

Operations for 10% of Contract Price, valid for a period of 6 (Six) months, for due observance of the

terms and conditions contained herein and the performance of its obligation as per the Contract to be

entered into. You are also at liberty to submit a crossed account payee demand draft/ pay-order drawn on

any Nationalized Indian Bank /State Bank of India or its subsidiaries/IDBI/ICICI/ Export Import

Bank/Foreign Bank with counter guarantee from any Nationalized Indian Bank or State Bank of India or

its subsidiaries /any RBI approved Scheduled Commercial Bank having net worth of more than Rs. 500

crores (Rupees Five Hundred crores) of Indian Operations in lieu of the bank guarantee. The tender

security can be adjusted towards performance security on your request in writing in this behalf.

The tender security shall be forfeited by the HGCL, in case you fail within the specified period to

furnish the required performance security. You shall also be required to sign the contract within 7 (Seven)

days from the date of submission of performance security and on failure to do so, the entire performance

security (i.e Bank guarantee) including bid security shall be liable to be forfeited and invoked. In the event

of your failure to submit the performance security, the Acceptance Letter for award of contract in your

favour shall automatically be terminated without further notice. In such a case, your engagement shall

forthwith automatically stand terminated and thereupon, without prejudice to any other rights and remedies

of the HGCL, the HGCL shall be entitled to appoint another Contractor at your risk as to costs and

consequences.

Please convey your unconditional acceptance by signing on the original of this letter and submit the

required performance security within the specified period so that the Contract as per the draft enclosed,

could be signed within the specified period.

Thanking you,

Yours faithfully



For HYDERABAD GROWTH CORRIDOR LIMITED

(Signature)

Name:-

Chief General Manager (T), HGCL

Place: - Hyderabad Dated:-

Accepted unconditionally including the draft of the contract.

(Signature)**

Name:-

Name of the Regd Company / Ltd. Company (whichever is applicable)

Designation:

Place & Dated:-

* Please affix common seal.


Section 4: Sample Form of Contract 45

SECTION 4:

SAMPLE FORM OF CONTRACT



SAMPLE FORM OF CONTRACT

This Contract Agreement made on this ______ day of ___________ 2017 between Hyderabad Growth

Corridor Limited, 2nd Floor, HMDA Complex, Tarnaka, Secunderabad, 500 007, Telangana, India (hereinafter called the “Client”) of the one part and ___________ of __________________ (hereinafter

called “the Contractor”) of the other part.

Whereas the Client is desirous that the Service known as Supply of RFID ETC system related

equipments for Toll Management System of Hyderabad Outer Ring Road (Contract

No.____________) should be executed by the Contractor, and has accepted a Tender by the Contractor.

Now, the Clint and the Contractor agree as follows:

Clause 1 Words and Expression

In this Contract agreement words and expressions shall have the same meanings as are

respectively assigned to them in the Terms and Conditions of Contract hereinafter referred to.

Clause 2 The Contract Documents

The following documents shall be deemed to form and be read and construed as part of this

Contract agreement, viz:

1. The Letter of Acceptance dated ________;

2. The Tender dated ________ together with the completed Pricing Document;

3. The Addenda Nos.__________;

4. The Terms and Conditions of Contract;

5. The Client's Requirements and Drawings:

6. The Schedules:

7. The Contractor’s Proposal:

8. [Any other documents to be listed]

All of the foregoing documents, together with this Contract agreement, are referred to herein as

the Contract. Also incorporated into the Contract, and made part hereof, are procedures and

manuals established by the Client, all codes, standard specifications, and similar requirements that

are referred to therein. In the event of a conflict in consistency, ambiguity or discrepancy between

the contents of the Contract, the order of precedence shall be according to the Terms and

Conditions of Contract.

Clause 3 Obligation of the Contractor

In consideration of the payments to be made by the Client to the Contractor as hereinafter

mentioned, the Contractor hereby covenants with the Client to execute and complete the Service

in conformity in all respects with the provisions of the Contract.

Clause 4 Obligation of the Client

The Client hereby covenants to pay the Contractor in consideration of the execution and

completion of the Service the Contract Price or such other sum as may become payable under the

provisions of the Contract at the times and in the manner prescribed by the Contract.

Clause 5 Contract Price

The Client agrees to pay to the Contractor for the total cost of the Service and the Contractor

agrees to accept the sums mentioned below subject to adjustment in accordance with provisions of

the Contract.

Contract Price :

Indian Rupees ………………………………………………… (Rs. ………………………..)

The above Contract Price is inclusive of all taxes, duties, levies, cess and any other charges

leviable.

Clause 6 Integration



The Client and the Contractor agree that this Contract agreement, together with the other Contract

Documents, expresses all of the agreements, understandings, promises, and covenants of the

parties, and integrates, combines, and supersedes all prior and contemporaneous negotiations,

understandings, and agreements, whether written or oral and no modification or alteration of the

Contract Documents shall be valid or binding on either party, unless expressed in writing and

executed with the same formality as this Contract agreement, except as may otherwise be

specifically provided in the Contract Documents.

Clause 7 Governing Law

This Contract is enforceable and construed under the applicable laws of India.

Clause 8 Language

This Contract agreement and the other Contract Documents are made in the English language.

In Witness whereof, the parties hereto have caused this Contract agreement to be executed the day and

year first before written.

The Contractor: The Client:

__________________________

SIGNED, SEALED AND DELIVERED

HYDERABAD GROWTH CORRIDOR

LIMITED

SIGNED, SEALED AND DELIVERED

BY:______________________________ BY:_______________________________

Name: ______________________ Name: ________________________

Position:_____________________ Position:______________________

on behalf of the Contractor on behalf of the Client

IN THE PRESENCE OF IN THE PRESENCE OF

1:_______________________________ 2:________________________________

Name:____________________________

Address:___________________________

__________________________________

Name:____________________________

Address:___________________________

_________________________________

Notes: (for preparation of but not for inclusion in the engrossment of the Contract agreement)

1. Duly notarized Power of Attorney issued in favour of authorized representative of the Contractor

shall be attached.


Terms and Conditions of Contract

SECTION 5:

TERMS AND CONDITIONS OF CONTRACT


Section 5: Terms and Conditions of Contract i

Terms and Conditions of Contract

Table of Contents

1 GENERAL PROVISIONS ........................................................................................................... 48

1.1 DEFINITIONS .................................................................................................................................... 48

1.2 RELATIONSHIP BETWEEN THE PARTIES ........................................................................................... 49

1.3 LAW GOVERNING CONTRACT .......................................................................................................... 49

1.4 LANGUAGE ...................................................................................................................................... 49

1.5 HEADINGS ........................................................................................................................................ 49

1.6 NOTICES .......................................................................................................................................... 49

1.7 LOCATION ........................................................................................................................................ 49

1.8 AUTHORITY OF LEAD PARTNER ....................................................................................................... 49

1.9 AUTHORIZED REPRESENTATIVES .................................................................................................... 50

1.10 TAXES AND DUTIES ......................................................................................................................... 50

1.11 FRAUD AND CORRUPTION ................................................................................................................ 50

1.12 ELIGIBILITY ..................................................................................................................................... 50

1.13 SANCTIONS ...................................................................................................................................... 50

1.14 HIGH STANDARD OF CONDUCT ....................................................................................................... 50

1.15 CONTRACT AGREEMENT .................................................................................................................. 51

1.16 PRIORITY OF DOCUMENTS ............................................................................................................... 51

2 COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT ... 51

2.1 EFFECTIVENESS OF CONTRACT ........................................................................................................ 51

2.2 TERMINATION OF CONTRACT FOR FAILURE TO BECOME EFFECTIVE .............................................. 51

2.3 COMMENCEMENT OF SERVICES ....................................................................................................... 51

2.4 EXPIRATION OF CONTRACT ............................................................................................................. 51

2.5 ENTIRE AGREEMENT ....................................................................................................................... 51

2.6 MODIFICATIONS OR VARIATIONS .................................................................................................... 51

2.7 FORCE MAJEURE ............................................................................................................................. 52

2.8 SUSPENSION ..................................................................................................................................... 53

2.9 TERMINATION .................................................................................................................................. 53

3 OBLIGATIONS OF THE CONTRACTOR .................................................................................... 55

3.1 GENERAL ......................................................................................................................................... 55

3.2 CONFLICT OF INTEREST ................................................................................................................... 55

3.3 CONFIDENTIALITY ........................................................................................................................... 56

3.4 LIABILITY OF THE CONTRACTOR ..................................................................................................... 56

3.5 INSURANCE TO BE TAKEN OUT BY THE CONTRACTOR .................................................................... 57

3.6 ACCOUNTING, INSPECTION AND AUDITING ..................................................................................... 58

3.7 CONTRACTOR’S ACTIONS REQUIRING CLIENT’S PRIOR APPROVAL ................................................ 58

3.8 REPORTING ...................................................................................................................................... 58

3.9 DOCUMENTS PREPARED BY THE CONTRACTOR TO BE THE PROPERTY OF THE CLIENT ................... 59


Section 5: Terms and Conditions of Contract ii

3.10 EQUIPMENT, VEHICLES, FACILITIES AND MATERIALS FURNISHED BY THE CLIENT ........................ 59

3.11 EQUIPMENT, VEHICLES, FACILITIES AND MATERIALS PROVIDED BY THE CONTRACTOR ................ 59

3.12 LIQUIDATED DAMAGE FOR FAILURE IN PERFORMANCE OF SERVICE .............................................. 59

3.13 PERFORMANCE SECURITY ............................................................................................................... 59

4 CONTRACTOR’S PERSONNEL AND SUB-CONTRACTOR ........................................................ 60

4.1 GENERAL ......................................................................................................................................... 60

4.2 REPLACEMENT OF PERSONNEL ........................................................................................................ 60

4.3 WORKING HOURS, OVERTIME, LEAVE ............................................................................................ 61

4.4 ADJUSTMENTS TO PERSONNEL SCHEDULE ...................................................................................... 61

4.5 DIRECTOR AND SERVICE MANAGER ................................................................................................ 61

5 OBLIGATION OF THE CLIENT ................................................................................................. 61

5.1 ASSISTANCE AND EXEMPTIONS ....................................................................................................... 61

5.2 ACCESS TO PROPERTY ..................................................................................................................... 61

5.3 CHANGE IN THE APPLICABLE LAW RELATED TO TAXES AND DUTIES ............................................. 61

5.4 SERVICES, FACILITIES AND EQUIPMENT OF THE CLIENT ................................................................. 62

5.5 PAYMENT ......................................................................................................................................... 62

5.6 CLIENT’S SUPERVISOR ..................................................................................................................... 62

6 PAYMENT TO THE CONTRACTOR .......................................................................................... 62

6.1 THE CONTRACT PRICE ..................................................................................................................... 62

6.2 ADVANCE PAYMENT........................................................................................................................ 63

6.3 APPLICATION FOR INTERIM PAYMENT CERTIFICATES ..................................................................... 63

6.4 ISSUE OF INTERIM PAYMENT CERTIFICATES AND PAYMENT ........................................................... 63

6.5 PLACE OF PAYMENT ........................................................................................................................ 64

6.6 TIME OF PAYMENT AND INTEREST................................................................................................... 64

6.7 CORRECTION OF CERTIFICATES ....................................................................................................... 64

6.8 FINAL STATEMENT .......................................................................................................................... 65

6.9 DISCHARGE ...................................................................................................................................... 65

6.10 FINAL PAYMENT CERTIFICATE ........................................................................................................ 65

6.11 CESSATION OF CONTRACTOR’S LIABILITY ...................................................................................... 65

7 FAIRNESS AND GOOD FAITH .................................................................................................. 65

7.1 GOOD FAITH .................................................................................................................................... 65

7.2 OPERATION OF THE CONTRACT ....................................................................................................... 66

8 SETTLEMENT OF DISPUTES .................................................................................................... 66

8.1 AMICABLE SETTLEMENT ................................................................................................................. 66

8.2 DISPUTE RESOLUTION ..................................................................................................................... 66


Terms and Conditions of Contract 48

Terms and Conditions of Contract(TCoC)

1 GENERAL PROVISIONS

1.1 Definitions Unless the context otherwise requires, the following terms whenever used in

this Contract have the following meanings:

(a) “Applicable Law” means the laws and any other instruments having the

force of law in the Client’s Country, India, in force from time to time.

(b) “Client” means the Contractor with which the selected Contractor signs

the Contract for the Services.

(c) “Client’s Supervisor” means the person appointed by the Client and

notified to the Contractor to act as Client’s Supervisor for the purpose of

the Contract.

(d) “Client’s Country” means India.

(e) “Contractor” means any entity including a Joint Venture that will provide

the Services to the Client under the Contract.

(f) “Contract” means the Contract signed by the Parties and all the attached

documents listed in its Clause 1.

(g) “Day” means calendar day, “Week” means seven (7) calendar days and

“Month” means calendar month of Gregorian Calendar.

(h) “Effective Date” means the date on which this Contract comes into force

and effect pursuant to Clause Terms and Conditions of Contract

(TCoC)2.1.

(i) “Foreign Currency” means any currency other than the currency of the

Client’s Country.

(j) “Government” means the Government of India and/or the State

Government of Telangana.

(k) “Joint Venture” means an Contractor which comprises two or more

Partners each of which will be jointly and severally liable to the Client

for all the Contractor’s obligations under the Contract.

(l) “Local Currency” means the currency of the Client’s Country, Indian

Rupees.

(m) “Partner” means any of the entities that make up the Joint Venture; and

“Partners” means all these entities.

(n) “Party” means the Client or the Contractor, as the case may be, and

“Parties” means both of them.

(o) “Personnel” means qualified persons provided by the Contractor and

assigned to perform the Services or any part thereof.

(p) “Reimbursable expenses” means all assignment-related costs other than

Contractor’s remuneration, if any.

(q) “Services” means the service to be performed pursuant to this Contract,

as described in the Client’s Requirements.



(r) “Sub-Contractor” means any person or entity to whom/which the

Contractor subcontracts any part of the Services and for whom/which the

Contractor is fully responsible.

(s) “Third Party” means any person or entity other than the Government, the

Client, the Contractor or a Sub-Contractor.

(t) “Letter of Acceptance” means the formal acceptance by the Client of the

Tender.

(u) “Schedules” means the information and data submitted with the Tender

and accepted by the Client to include in the Contract.

(v) “In writing” means communication in written form with proof of receipt.

1.2 Relationship

between the

Parties

Nothing contained herein shall be construed as establishing a relationship of

master and servant or of principal and agent as between the Client and the

Contractor. The Contractor, subject to this Contract, has complete charge of

Personnel and Sub-Contractor, if any, 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 Law.

1.4 Language This Contract has been executed in the English language, which shall be the

binding and controlling language for all matters relating to the meaning or

interpretation of this Contract. Furthermore, all reports and correspondence

required during implementation of the Services shall be in the English

language.

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 to such Party at

the address notified to other Party.

1.6.2 Notwithstanding the Sub-Clause 1.6.1 above, either party may give a

notice to the other party verbally in case of emergency. Such notice

given verbally shall be forwarded to the other party in writing within

seven (7) days of notice.

1.6.3 A Party may change its address for notice by giving the other Party

notice in writing of such change to the address so notified under TCoC

Sub-Clause 1.6.1 above.

1.7 Location The Services shall be performed at such locations as are specified in the

Client’s Requirements.

1.8 Authority of Lead

Partner

In case the Contractor consists of a Joint Venture of more than one entity, the

Partners hereby authorize the Lead Partner specified in the Contract to act on

their behalf in exercising all the Contractor’s rights and obligations towards

the Client under this Contract, including without limitation the receiving of



instructions and payments from the Client.

1.9 Authorized

Representatives

Any action required or permitted to be taken, and any document required or

permitted to be executed under this Contract by the Client or the Contractor

may be taken or executed by the Authorized Representative of the Parties. The

Authorized Representative of the Client is Chief General Manager(Tech),

HGCL or other person authorized by him from time to time to act as the

Client under the Contract and notified as such to the Contractor in writing.

The Authorized Representative of the Client may from time to time delegate

any of his duties to assistants, and may at any time revoke any such

delegation. Any such delegation or revocation shall be notified to the

Contractor in writing. The Authorized Representative of the Contractor is the

person (if any) named as such in the Contract or other person appointed from

time to time by the Contractor and notified as such to the Client in writing.

1.10 Taxes and Duties The Contractor, Sub-Contractor and the Personnel shall pay the taxes, duties,

fees, levies and other impositions. The gross amount including Income Tax,

Corporate Tax, Service Tax etc., will be paid to the Contractor. All payment

to both resident and non-resident Agencies, Sub-Agencies, Personnel, etc.,

will be subject to deduction of tax at source in accordance with the provisions

of the Indian Income Tax Act and any other applicable law. The Contractor

shall submit DD for Income Tax amount every month to MD, HGCL for

remitting the same with the concerned authorities. The Contractor, Sub-

Contractor and Personnel shall pay such taxes, duties, fees and other

impositions

1.11 Fraud and

Corruption

The Client requires that Contractor, as well as the Sub-Contractor, under the

Contract with the Government observe the highest standard of ethics during

the execution of the Contract.

In pursuance of this policy, the Client:

(a) will reject the result of evaluation of proposals if it determines that the

Contractor evaluated as the highest-ranked has engaged in corrupt or

fraudulent practices in competing for the contract in question;

(b) will recognize an Contractor as ineligible, for period determined by the

Client, to be awarded a contract with the Client if it at any time

determines that the Contractor has engaged in corrupt or fraudulent

practices in competing for, or in executing, another contract with the

Client.

1.12 Eligibility The Contractor represents and warrants that it is a legal entity of, or legally

established in, an eligible source country specified in the Instructions to

Tenderers.

1.13 Sanctions The Contractor represents and warrants that it, and any Sub-Contractor, as

well as any of the Personnel of the Contractor or Sub-Contractor, are not

sanctioned by any Government or HGCL.

1.14 High Standard of

Conduct

The Client requires that the Contractor and its Personnel maintain a high

standard of conduct when carrying out their functions under this Contract.

Accordingly, the Contractor and its Personnel are expected to recognize the

contribution of others, regardless of their nationality, gender, religion,

seniority or contractual status. The Client will take prompt action to address

incidents involving conduct that does not live up to these standards, which

may result in replacement of any individual expert, manager, engineer,



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”) on which the Contractor receives the Letter of Acceptance.

2.2 Termination of

Contract for

Failure to

Become Effective

If this Contract has not become effective within the period of Tender validity

as specified in the Instructions to Tenderers, neither Party shall have any

claim against the other Party with respect hereto.

2.3 Commencement

of Services

The Contractor shall begin carrying out the Services not later than the

number of days after the Effective Date specified in the Letter of Acceptance.

2.4 Expiration of

Contract

Subject to sub-Clause TCoC2.7.3(c) and unless terminated earlier pursuant to

Clause TCoC 2.9 hereof, this Contract shall expire at the end of three (3)

months period after the Commencement of Services.

2.5 Entire

Agreement

This Contract contains all covenants, stipulations and provisions agreed by

the Parties. No agent or representative of either Party shall have 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 or

Variations

Any modification or variation of the terms and conditions of this Contract,

including any modification or variation of the scope of the Services, may

only be made by written agreement between the Parties.

supervisor, toll collector or administrative staff involved in such incidents

pursuant to Clause TCoC 4.2(b).

1.15 Contract

Agreement

Within 7 (seven) days or within the period agreed by both Parties from the

date of issuing the Letter of Acceptance by the Client, the Party shall enter

into a Contract Agreement in the form provided in Section 4 of the Tender

Documents with such modification as may be considered necessary to

incorporate all agreements between the Parties.

1.16 Priority of

Documents

The Documents forming the Contract are to be taken as mutually explanatory

of one another. If there is an ambiguity or discrepancy in the documents, the

Client shall issue any necessary clarification or instruction to the Contractor

The priority of the documents shall be as follows:

(a) The Contract Agreement;

(b) The Letter of Acceptance;

(c) The Tender with the completed Pricing Documents but excluding other

Schedules;

(d) Terms and Conditions of Contract;

(e) The Client’s Requirements;

(f) The Schedules and any other documents forming part of the Contract.



2.7 Force Majeure

2.7.1 Definition

(a) For the purposes of this Contract, “Force Majeure” means an event

which is beyond the reasonable control of a Party, is not foreseeable, is

unavoidable, and which makes a Party’s performance of its obligations

hereunder impossible or so impractical as reasonably to be considered

impossible in the circumstances, and includes, but is not limited to, war,

riots, civil disorder, earthquake, fire, explosion, storm, flood or other

adverse weather conditions, strikes, lockouts or other industrial action

(except where such strikes, lockouts or other industrial action are within

the power of the Party invoking Force Majeure to prevent), confiscation

or any other action by Government agencies.

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

negligence or intentional action of a Party or such Party’s Sub-

Contractor or agents or employees, nor (ii) any event which a diligent

Party could reasonably have been expected both to take into account at

the time of the conclusion of this Contract, and 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 a Party to fulfil any of its obligations hereunder shall not be

considered to be a breach of this Contract insofar 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 this Contract.

2.7.3 Measures to be

Taken

(a) A Party affected by an event of Force Majeure shall continue to perform

its obligations under the Contract as far as is reasonably practical, and

shall take all reasonable measures to minimize the consequences of any

event of Force Majeure.

(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 case 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

written notice of the restoration of normal conditions as soon as

possible.

(c) 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.

(d) During the period of their inability to perform the Services as a result of

an event of Force Majeure, the Contractor, upon instructions by the

Client, shall either:

(i) demobilize, in which case the Contractor shall be reimbursed for

costs they reasonably and necessarily incurred, and, if required by

the Client, in reactivating the Services; or

(ii) continue with the Services to the extent possible, in which case the



Contractor shall continue to be paid under the terms of this

Contract and be reimbursed for additional costs reasonably and

necessarily incurred.

(e) In the case of disagreement between the Parties as to the existence or

extent of Force Majeure, the matter shall be settled according to Clause

TCoC 8 Settlement of Disputes.

2.8 Suspension The Client may, by written notice to the Contractor, suspend in whole or part,

the Services if an event shall have happened and be continuing, in which the

Contractor fails to perform any of its obligations under this Contract,

including the carrying out of the Services.

2.9 Termination

2.9.1 By the Client The Client may terminate this Contract in case of the occurrence of any of

the events specified in paragraphs (a) through (h) of this Clause TCoC 2.9.1.

In such an occurrence the Client shall (except in the case of paragraph (h)

below) give not less than fourteen (14) days’ written notice of termination to

the Contractor.

(a) If the Contractor fails to remedy a failure in the performance of its

obligations hereunder, as specified in a notice of suspension pursuant to

Clause TCoC 2.8 hereinabove, within fourteen (14) 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 Contractor becomes (or, if the Contractor consists of more than

one entity, if any of its Partners becomes) insolvent or bankrupt or enter

into any agreements with their creditors for relief of 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 Contractor fails to comply with any final decision reached as a

result of arbitration proceedings pursuant to Clause TCoC 8 hereof.

(d) If the Contractor submits to the Client a false statement which has a

material effect on the rights, obligations or interests of the Client.

(e) If the Contractor is held by the Client to have a conflict of interest in

performance of the Contract, or any portion thereof.

(f) If, as the result of Force Majeure, the Contractor is unable to perform a

material portion of the Services for a period of not less than sixty (60)

days.

(g) If the Client, in its sole discretion and for any reason whatsoever,

decides to terminate this Contract.

(h) If the Contractor, in the judgment of the Client has engaged in corrupt,

fraudulent, collusive or coercive practices in competing for or in

executing this Contract. In such a case the Contract shall be terminated

on the date Contractor is notified of such breach.

Furthermore, without prejudice to the Client’s other rights under the

Contract, the Client may terminate the Contract in the event that the Tender

is accepted but the Contractor fails to furnish the Performance Security in

accordance with Clause TCoC 3.13 or fails to execute the Contract

agreement in accordance with Clause TCoC 1.15. In such event, the Tender

Security may be forfeited.



2.9.2 By the Contractor The Contractor may terminate this Contract, by not less than thirty (30) days’ written notice to the Client, in case of the occurrence of any of the events

specified in paragraphs (a) through (d) of this Clause TCoC 2.9.2.

(a) If the Client fails to pay any money due to the Contractor pursuant to

this Contract and not subject to dispute pursuant to Clause TCoC 8

hereof within forty-five (45) days after receiving written notice from the

Contractor that such payment is overdue.

(b) If, as the result of Force Majeure, the Contractor is unable to perform a

material portion of the Services for a period of not less than sixty (60)

days.

(c) If the Client fails to comply with any final decision reached as a result

of arbitration pursuant to Clause TCoC 8 hereof.

(d) 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 Contractor may have subsequently approved

in writing) following the receipt by the Client of the Contractor’s notice

specifying such breach.

2.9.3 Cessation of

Rights and

Obligations

Upon termination of this Contract pursuant to Clauses TCoC 2.2 or TCoC 2.9

hereof, or upon expiration of this Contract pursuant to Clause TCoC 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 TCoC

3.3 hereof, (iii) the Contractor’s obligation to permit inspection, copying and

auditing of their accounts and records set forth in Clause TCoC 3.6 hereof,

and (iv) 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 TCoC 2.9.1 or TCoC 2.9.2 hereof, the Contractor 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 Contractor and

equipment, facilities and properties furnished by the Client, the Contractor

shall proceed as provided, respectively, by Clauses TCoC 3.9 or TCoC 3.10

hereof.

2.9.5 Payment upon

Termination

Upon termination of this Contract pursuant to Clauses TCoC 2.9.1 or TCoC

2.9.2 hereof, the Client shall make the following payments to the Contractor:

(a) remuneration pursuant to Clause TCoC 6 hereof for Services

satisfactorily performed prior to the effective date of termination, and

reimbursable expenditures pursuant to Clause TCoC 6 hereof for

expenditures actually incurred prior to the effective date of termination;

and

(b) except in the case of termination pursuant to paragraphs (a) through (e)

and (h) of Clause GC 2.9.1 hereof, reimbursement of any reasonable

cost incidental to the prompt and orderly termination of this Contract

including the cost of the return travel of the Personnel and their eligible

dependents.



2.9.6 Disputes about

Events of

Termination

If either Party disputes whether an event specified in paragraphs (a) through

(f) of Clause TCoC 2.9.1 or in Clause TCoC 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 for dispute settlement in accordance

with the procedures stated in Clause TCoC 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 CONTRACTOR

3.1 General

3.1.1 Standard of

Performance

The Contractor shall perform the Services and carry out their obligations

under the Contract in accordance with generally accepted professional

standards and practices, and shall observe sound management practices,

employ appropriate materials and methods, abide by the traffic rules, and

exercise safety precautions. The Contractor shall always act, in respect of any

matter relating to this Contract or to the Services, as faithful Contractor to the

Client, and shall at all times support and safeguard the Client’s legitimate

interests in any dealings with Sub-Contractor or third parties.

3.1.2 Emergency

measures

In order to prevent accident or disaster,

(a) The Contractor shall exercise its effort and implement necessary

measures in consultation with the Client’s Supervisor. In case of

emergency, the Contractor may apply the measure on its own judgement.

(b) All measures taken by the Client shall be reported to the Client’s

Supervisor.

(c) If the Contractor shall implement measures if instructed by the Client’s

Supervisor in connection with the provision of Services or prevention of

the accident and disaster.

(d) The cost of the measures taken by the Agent will be borne by the Client,

if implementing such measure is not within the scope of Services to be

provided by the Contractor.

3.1.3 Law Governing

Services

The Contractor shall perform the Services in accordance with the Applicable

Law and shall take all practicable steps to ensure that any Sub-Contractor, as

well as the Personnel of the Contractor and any Sub-Contractor, complies

with the Applicable Law. The Client shall notify the Contractor in writing of

relevant local customs, and the Contractor shall, after such notification,

respect such customs.

3.2 Conflict of Interest

3.2.1 Contractor Not to

Benefit from

Discounts

(a) The payment to the Contractor pursuant to Clause TCoC 6 hereof shall

constitute the Contractor’s payment in connection with this Contract

and, subject to Clause TCoC 3.2.2 hereof, the Contractor shall not accept

for its own benefit any discount or similar payment in connection with

activities pursuant to this Contract or in the discharge of its obligations

hereunder, and the Contractor shall use its best efforts to ensure that any

Sub-Contractor, as well as the Personnel and agents of either of them,

similarly shall not receive any such additional payment.



(b) Furthermore, if the Contractor, as part of the Services, has the

responsibility of advising the Client on the procurement of goods, works

or services, the Contractor shall comply with the Government’s

Procurement Guidelines, as amended from time to time and shall at all

times exercise such responsibility in the best interest of the Client. Any

discounts obtained by the Contractor in the exercise of such procurement

responsibility shall be for the benefit of the Client and shall be credited

to the account of the Client.

3.2.2 Contractor, and

Sub-Contractor Not

to Engage in

Certain Activities

The Contractor agrees that, during the term of this Contract and after its

termination, the Contractor as well as any Sub-Contractor, shall be

disqualified from providing goods, works or services for any project resulting

from the Services, unless otherwise agreed by the Client.

3.2.3 Prohibition of

Conflicting

Activities

The Contractor shall not engage, and shall cause their Personnel as well as

their Sub-Contractor and their Personnel not to engage, either directly or

indirectly, in any, personal, business or professional activities that would

represent a conflict with the activities assigned to them under this Contract.

3.3 Confidentiality Except with the prior written consent of the Client, neither the Contractor, the

Sub-Contractor nor their Personnel shall at any time communicate to any

person or entity, or make public any information and data acquired or came to

know in the course of the Services.

3.4 Liability of the

Contractor

(a) Subject to Clause TCoC 5.2, the Contractor shall be responsible for, and

shall indemnify the Client, in respect of loss of or damage to equipment

and materials furnished by the Client, or purchased by the Contractor in

whole or in part with funds provided by the Client.

(b) The Contractor undertakes full responsibility in respect of life, health,

and accidents for the Personnel and for the dependents of any such

Personnel.

(c) The Contractor shall indemnify the Client from and against any and all

claims, liabilities, obligations, losses, damages, penalties, actions,

judgment, suits, proceedings, demands, costs, expenses and

disbursements of whatsoever nature that may be imposed on, incurred by

or asserted against the Client during or in connection with the Services

by reason of: (i) infringement or alleged infringement by the Contractor

of any patent or other protected right; or (ii) plagiarism or alleged

plagiarism by the Contractor.

(d) The Contractor shall ensure that all goods and services (including

without limitation all computer hardware, software and systems)

procured by the Contractor out of funds provided or reimbursed by the

Client or used by the Contractor in carrying out of the Services do not

violate or infringe any industrial property or intellectual property right or

claim of any Third Party.

(e) Subject to Clause TCoC 5.2, the Contractor shall indemnify, protect and

defend at their own expense the Client, and its agents and employees

from and against any and all actions, claims, losses or damages arising

out of Contractor’s failure to exercise the skill and care required under

Clause TCoC 3.1.1 provided, however:



(i) that the Contractor is notified of such actions, claims, losses or

damages not later than the six months after conclusion of the

Services;

(ii) that the ceiling on Contractor’s liability shall be limited to the

amount of the initial Contract Price, except that such ceiling shall

not apply to actions, claims, losses or damages caused by

Contractor’s gross negligence or reckless conduct;

(iii) that Contractor’s liability under Clause TCoC 3.1.1 shall be limited

to actions, claims, losses or damages directly caused by such failure

to exercise the said skill and care, and shall not include liability for

any actions, claims, losses or damages arising out of occurrences

incidental or indirectly consequential to such failure.

(f) In addition to any liability the Contractor may have under Clause TCoC

3.1.1, the Contractor shall, at its own cost and expense, upon request of

Client, re-perform the Services in the event of Contractor’s failure to

exercise the skill and care required under Clause TCoC 3.1.1.

(g) Notwithstanding the provisions of paragraph (a) of this Clause 3.4, the

Contractor shall have no liability whatsoever for actions, claims, losses

or damages occasioned by: (i) Client’s overriding decision or

recommendation of Contractor or requiring Contractor to implement a

decision or recommendation with which Contractor does not agree; or

(ii) the improper execution of Contractor’s instructions by agents,

employees or independent contractors of the Client.

(h) Deficiencies in the services on part of the Contractor may attract penal

provisions in the form of fine, upto a maximum amount of 10% (ten

percent) of the initial Contract Price and/or debarment etc. by the Client.

Sample deficiencies may include:

Not keeping proper records regarding toll collection and vehicle

passage as agreed to and as required by the Client.

Failure to maintain proper periodical reports, accounts and audit

reports as agreed to and as required by the Client.

Not being fully conversant with procedures, manuals, Client’s

Requirements, standards, guidelines and requirement of the Services

to be followed during the execution of the Services.

Lack of proper coordination with the Client to ensure smooth and

continuous execution of the Services.

3.5 Insurance to be

Taken Out by the

Contractor

The Contractor (i) shall take out and maintain, and shall cause any Sub-

Contractor to take out and maintain, at their (or the Sub- Contractor’s, as the

case may be) own cost but on terms and conditions approved by the Client,

insurance against the risks, and for the coverage specified below, 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

there for have been paid.

(a) Third Party motor vehicle liability insurance in respect of motor vehicles

operated by the Contractor or its Personnel or any Sub-Contractor or

their Personnel, with a minimum coverage of one (1) million (1,000,000)

Indian Rupees.



(b) Third Party liability insurance, with a minimum coverage of one (1)

million (1,000,000) Indian Rupees.

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

the Personnel of the Contractor and of any Sub-Contractor, 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

(d) Insurance against loss of or damage to (i) machinery and equipment

owned by the Client and used by the Contractor in the performance of

the Services, and (ii) the Contractor’s property used in the performance

of the Services.

3.6 Accounting,

Inspection and

Auditing

The Contractor (i) shall keep accurate and systematic accounts and records in

respect of the Services to be provided under the Contract, in accordance with

accepted accounting principles in India and in such form and detail as will

clearly identify all relevant time changes and costs, and the bases thereof, and

(ii) shall periodically permit the Client or its designated representative, and up

to five years from the expiration or termination of this Contract, to inspect the

same and make copies thereof as well as to have them audited by auditors

appointed by the Client, if so required by the Client as the case may be.

3.7 Contractor’s

Actions Requiring

Client’s Prior

Approval

The Contractor shall obtain the Client’s prior approval in writing before

taking any of the following actions:

(a) Any change or addition to the Personnel already accepted by the Client.

(b) Subcontract: the Contractor may subcontract service relating to the

Services to an extent and with such experts and entities as may be

approved in advance by the Client. The Contractor shall not subcontract

the whole of the Services. Notwithstanding such approval, the

Contractor shall retain full responsibility for the Services. In the event

that any Sub-Contractoris found by the Client to be incompetent or

incapable in discharging assigned duties, the Client may request the

Contractor to provide a replacement, with qualifications and experience

acceptable to the Client, or to resume the performance of the Services

itself.

3.8 Reporting

3.8.1 Reporting

Obligations

(a) The Contractor shall submit to the Client the reports and documents

specified in the Client’s Requirements, in the form, in the numbers and

within the time periods set forth in the said Client’s Requirements. Final

reports shall be delivered in CD ROM in addition to the hard copies

specified in said Client’s Requirements.

(b) The Contractor shall on a monthly basis, submit to the Client, in

accordance with the Client’s Requirements and in a format acceptable to

the Client, a report stating personnel movements and inputs in the

previous month compared to those previously submitted in accordance

with the Client’s Requirements.

3.8.2 Serious Hindrances The Contractor shall report to the Client promptly the occurrence of any event

or condition which might delay or prevent execution or completion of any

part of the Services in accordance with the Client’s Requirements and to



indicate what steps shall be taken to meet the situation. Where the Client

receives such a report from the Contractor, the Client shall immediately

discuss with the Contractor the effective solution to remove the hindrance.

3.9 Documents

Prepared by the

Contractor to be

the Property of the

Client

(a) All reports and other document prepared by the Contractor for the Client

under this Contract shall become and remain the property of the Client,

and the Contractor shall, in timely manner but not later than upon

termination or expiration of this Contract, deliver all such documents to

the Client, together with a detailed inventory thereof. The Client in its

sole discretion may make such documents available to the public.

(b) The Contractor may retain a copy of such documents and software, and

use such software for their own use with prior written approval of the

Client. If license agreements are necessary or appropriate between the

Contractor and third parties for purposes of development of any such

computer programs, the Contractor shall obtain the Client’s prior written

approval to such agreements, and the Client shall be entitled at its

discretion to require recovering the expenses related to the development

of the program(s) concerned.

3.10 Equipment,

Vehicles, Facilities

and Materials

Furnished by the

Client

Equipment, vehicles, facilities and materials made available to the Contractor

by the Client, or purchased by the Contractor wholly or partly with funds

provided by the Client, shall be the property of the Client and shall be marked

accordingly. Upon termination or expiration of this Contract, the Contractor

shall make available to the Client an inventory of such equipment, vehicles

facilities and materials and shall dispose of such equipment and materials in

accordance with the Client’s instructions. While in possession of such

equipment, vehicles, facilities and materials, the Contractor, unless otherwise

instructed by the Client in writing, shall insure them at the expense of the

Client in an amount equal to their full replacement value.

3.11 Equipment,

Vehicles, Facilities

and Materials

Provided by the

Contractor

Equipment, vehicle, facilities or materials brought into the Site by the

Contractor and the Personnel and used either for the performance of Services

or personal use shall remain the property of the Contractor or the Personnel

concerned, as applicable.

3.12 Liquidated

Damage for

Failure in

Performance of

Service

If the Contractor fails to furnish the adequate and proper standard of Services

and the lane of interchange has to be unduly closed or proper toll is not

collected as the result thereof, the Contractor shall pay to the Client sum

stated in the Client’s Requirements as liquidated damage for such default,

which sum shall be the only monies due from the Contractor for such closure

of lane or loss of revenue. The total accumulated amount of Liquidated

Damage shall not exceed ten percent (10%) of the Contract Price.

3.13 Performance

Security

Within 7 (seven) days of the Effective Date, the Contractor shall obtain (at his

cost) and furnish to the Client an acceptable Bank Guarantee for an amount

equal to 10% of contract price towards Performance Security, from an Indian

Schedule bank (excluding Cooperative Banks) or from a scheduled Foreign

Bank as defined in Section 2(e) of RBI Act 1934 read with Second Schedule

and approved by the Client.

The validity of the Performance Security shall cover entire duration of

Services plus three (3) months. The Performance Security shall be in the form



4 CONTRACTOR’S PERSONNEL AND SUB-CONTRACTOR

of Annex TCoC-1 annexed hereto or in another form approved by the Client.

The Performance Security shall be released after satisfactory completion of

the Services. The Performance Security of the Joint Venture shall be in the

name of the Joint Venture. If the Joint Venture has not been legally

constituted at that time, the Performance Security shall be in the name of all

member of the Joint Venture.

The Client reserves the right to forfeit the Performance Security amount, in

the event of termination of the Contract in accordance with Clause 2.9.1 (a)

through (e), and (h). In the event of any defect coming to notice of the Client

during two (2) months after conclusion of the Services and in the eventuality

of the Contractor failing to get it rectified, the Client will forfeit the amount

of the Performance Security.

In accordance with Clause ITT 26.3, in case that the successful Tenderer will

not agree to revise the rates and/or prices quoted by the Tenderer in the Price

Schedule, which are seriously unbalanced in the opinion of the Client, the

amount of the Performance Security shall be increased at the expenses of the

successful Tenderer to a level sufficient to protect the Client against financial

loss in the event of default of the Contractor under the Contract.

4.1 General The Services shall be carried out by the Personnel who shall meet the

qualifications specified in the Client’s Requirements and accepted by the

Client in advance.

The Contractor shall make his own arrangement for the engagement of all

staff and labour, local or otherwise, and for their payment, housing, feeding

and transport.

The Contractor shall comply with all the relevant labour laws applying to his

Personnel and shall duly pay and afford to them all their legal rights. The

Contractor shall require all such Personnel to obey all applicable laws and

regulations concerning safety at the site where the Services will be provided.

4.2 Replacement of

Personnel

(a) In the event that any of the Personnel is found by the Client to be

incompetent, guilty of misbehaviour or incapable in discharging the

assigned responsibilities, the Client may request the Contractor, at the

expense of the Contractor, to forthwith provide a replacement with

suitable qualifications and experience acceptable to the Client and the

Contractor shall provide such replacement.

(b) Should it become necessary for the Contractor to replace any of the

Personnel specified by name in the schedule attached to the Contract

Agreement, the Contractor shall forthwith provide a replacement

acceptable to the Client with comparable or better qualifications. The

Contractor shall bear the travel and other related costs arising out of or

incidental to the replacement. The rate of remuneration and reimbursable

expenses if any, allowable for such replacement shall be the same as

agreed between the Client and the Contractor for the Personnel being

replaced. For any additional Personnel proposed by the Contractor and

approved by the Client, the relevant remuneration rate(s) and estimated

reimbursable expenses if agreed, will be as negotiated between the



5 OBLIGATION OF THE CLIENT

Client and the Contractor.

4.3 Working Hours,

Overtime, Leave

(a) Working hours and holidays for Personnel are to be as a minimum in

accordance with the Applicable Laws. The Contractor shall note that the

toll collection operation at interchanges shall be made on a 24 hours- a-

day and 7 days-a-week basis without interruption. The Contractor shall

make own arrangement for shift work of the Personnel in the

performance of the Services.

(b) The Contractor shall not be entitled to be paid for overtime or shift work

nor to take paid sick leave or vacation leave for their staff unless

otherwise specified in the Contract. Unless otherwise specified in the

Client’s Requirements, the Contract Price and the payment to the

Contractor shall be deemed to cover these items. When any Personnel

take leave or absent for the reason whatsoever, the Contractor shall

arrange the substitution not to hamper the toll collection operation at the

interchange.

4.4 Adjustments to

Personnel

Schedule

Subject to the prior approval of the Client in accordance with Clause TCoC

3.7 (a), the Contractor may make adjustment in the periods of time indicated

in Schedule previously submitted to the Client, as may be appropriate to

ensure the efficient performance of the Services.

4.5 Director and

Service Manager

When Services are carried out, the Contractor shall, at all times, ensure that

there is a Director and Service Manager(s) acceptable to the Client to

supervise and coordinate the operations of the Personnel at tollgate and toll

plaza and to be responsible for liaison between the Contractor and the Client.

5.1 Assistance and

Exemptions

The Client shall use its best efforts to ensure that the Government shall:

(a) Issue to officials, agents and representatives of the Government all such

instructions as may be necessary or appropriate for the prompt and

effective implementation of the Services.

5.2 Access to Property The Client warrants that the Contractor shall have, free of charge, unimpeded

access to all property, where the interchanges, toll plaza building, tollbooth

and traffic control centre are located, 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 Contractor and each of the Personnel in respect of liability

for any such damage, unless such damage is caused by the default or

negligence of the Contractor or any Sub-Contractor or the Personnel of either

of them.

5.3 Change in the

Applicable Law

Related to Taxes

and Duties

If, after the date 28 days prior to the deadline for submission of Tender, there

is any change in the Applicable Law with respect to taxes and duties which

increases or decreases the cost incurred by the Contractor in performing the

Services, then the remuneration and reimbursable expenses otherwise payable

to the Contractor under this Contract shall be increased or decreased



6 PAYMENT TO THE CONTRACTOR

accordingly by agreement between the Parties hereto, and corresponding

adjustments shall be made to the Contract Price specified in Clause TCoC 6.1.

5.4 Services, Facilities

and Equipment of

the Client

(a) In addition to the assistance to be provided to the Contractor under

Clause TCoC 5.1, the Client shall make available to the Contractor and

the Personnel, for the purposes of the Services and free of any charge,

the services, facilities, equipment, manuals, drawing and other

documentations described in the Client’s Requirements at the times and

in the manner specified in the Client’s Requirements.

(b) In case that such services, facilities and equipment shall not be made

available to the Contractor as and when specified in the Client’s

Requirements, the Parties shall agree on the manner in which the

Contractor (i) shall procure any such services, facilities and equipment

from other sources, and (ii) the additional payments, if any, to be made

to the Contractor as a result thereof pursuant to Clause TCoC 6.1(c)

hereinafter.

5.5 Payment In consideration of the Services performed by the Contractor under this

Contract, the Client shall make to the Contractor such payments in such

manner as is provided by Clause TCoC 6 of this Contract.

5.6 Client’s

Supervisor

The Client shall nominate a Client’s Supervisor and notify the name of the

Client’s Supervisor to the Contractor. If Client replaces the Client’s Supervisor, the replacement shall be notified to the Contractor.

In addition to the authorities specified in the Contract, the Client’s Supervisor

shall be authorized to:

(a) Issue an instruction or order to the Client for the purpose of proper and

smooth operation of the toll collection services;

(b) Provide approval or reply to the request or inquiry by the Contractor in

connection with the Contract;

(c) Receive the report from the Contractor;

(d) Discuss the measures to be taken in connection with the performance of

the Service; and

(e) Conduct inspection and check of the performance of the Services

provided by the Contractor.

Unless otherwise specified in the Contract, all communication between the

Client and the Contractor shall be made through the Client’s Supervisor. Any

notice, report, record, request or other communication by the Contractor shall

be deemed to be given to the Client, when the Client’s Supervisor receives it.

6.1 The Contract

Price

(a) The Contract Price shall be agreed or determined by evaluating each

item of Services, applying the measurement and the appropriate rate or

price for the item for each item of Services, the appropriate rate or price

for the item shall be the rate or price specified for such item in the Price

Schedule or, if there is no such item, specified for similar service.



(b) The Contractor shall pay all taxes, duties and fees required to be paid by

him under the Contract, and the Contract Price shall not be adjusted for

any of these costs except as stated in Clause TCoC5.3.

(c) Any quantities which may be set out in the Price Schedule are estimated

quantities and are not to be taken as the actual and correct quantities of

the Services which the Contractor is required to execute.

6.2 Advance

Payment

(a) The Client will make an interest bearing advance payment at the rate of

ten percent (10%) per annum to the Contractor exclusive for the costs of

mobilization in respect of the Services. The amount of advance payment

is equal to ten percent (10%) of the initial Contract price. The payment

of such advance amount will be due under separate certification by the

Client after (i) signing the Contract agreement by the Parties, (ii) receipt

of the Performance Security by the Client in accordance with Clause

TCoC 3.13, and (iii) receipt by the Client the unconditional bank

guarantee(s) in the form of Annex TCoC-2 annexed hereto or in another

form approved by the Client and from an Indian Schedule bank

(excluding Cooperative Banks) or from a scheduled Foreign Bank as

defined in Section 2(e) of RBI Act 1934 read with Second Schedule and

approved by the Client in the amount equal to the advance payment.

The bank guarantee may be split into not more than four separate bank

guarantees and each having equal amount. Such bank guarantee shall

remain effective, until the advance payment has repaid pursuant to Sub-

Paragraph (b) below, but the amount thereof shall be progressively

reduced in accordance with the value of bank guarantee furnished by

the Contractor and the amount repaid by him as indicated in Interim

Payment Certificates issued in accordance with this Clause.

(b) The advance payment will be set off by the Client in equal instalment

against Interim Payment Certificates for the first eight (8) continuous

months of the Services commencing from the second month until the

advance payment and interest has been fully set-off. However, if for any

month the advance recovery instalment is more than the amount due to

the Contractor, there will be no negative billing on this account and the

balance of the recovery will be carried over to the subsequent month or

months.

6.3 Application for

Interim Payment

Certificates

6.4 Issue of Interim

Payment

The Contractor shall submit a statement in six copies to the Client after the

end of each month, in the form approved by the Client, showing the amount

to which the Contractor considers himself to be entitled, together with

supporting documents which verify the quantities claimed by the Contractor.

The statement shall include the following items, as applicable, in the

sequence listed:

1. the estimated contract value of the Services executed:

2. any amounts to be added and deducted for change in applicable law in

accordance with Clause TCoC 3.12:

3. any amount deducted for the repayment of advance payment in

accordance with Clause TCoC 6.2;

4. any other addition or deductions which may have become due under the

Contract or otherwise; and

5. deduction of amounts certified in all previous Payment certificates.



Certificates and

Payment

Within seven (7) days of receipt of the monthly statement from the

Contractor in accordance with Clause TCoC 6.3, the Client shall broadly

determine the amount due to the Contractor and shall, accordingly,

recommend to release to the Contractor up to a maximum of 75% of net

payment as part payment against the monthly statement, pending certificate

of Interim Payment Certificate of the Client. Within five (5) days of such

commendation, the Client shall make payment to the Contractor.

The said statement shall be approved or amended by the Client in such a way

that, in the opinion of the Client, it reflects as amount due to the Contractor

in accordance with the Contract, after deduction of any sums which may

have become due and payable by the Contractor to the Client. In case where

there is a difference of opinion as to the value of any item, the Client’s view

shall prevail. Within 28 days of receipt of the monthly statement referred to

in Clause TCoC 6.3, the Client shall determine the amount due to the

Contractor and shall issue a certificate herein called “Interim Payment

Certificate”, certifying the amount due to the Contractor.

Provided that the Client shall not be bound to certify any payment under this

Sub-Clause if the net amount thereof, after all deductions but before

repayment of advance payment, would be less than Rs. 10,00,000/- (Indian

Rupees Ten Lakhs).

Notwithstanding the terms of this Clause or any other clause of the Contract,

no amount will be certified by the Client for payment until the Performance

Security has been provided by the Contractor and approved by the Client.

6.5 Place of Payment Payments to the Contractor by the Client shall be made in the Indian Rupees

currency into a bank account designated by the Contractor.

6.6 Time of Payment

and Interest (a) The amount due to the Contractor under any Interim Payment

Certificate and the Final Payment Certificate issued by the Client in

accordance with Clause TCoC 6.4 and 6.10, shall be paid by the Client

to the Contractor as follows:

(i) in case of Interim Payment Certificates, within 42 days after the

Contractor’s monthly statement has been submitted to the Client

for certification. Provided that if the Client’s Interim Payment

Certificate has not yet been issued within 42 days, the Client shall

pay the amount shown in the Contractor’s monthly statement and

that any discrepancy shall be added to or deducted from the next

payment to the Contractor

(ii) in case of the Final Payment Certificate, within 84 days after the

final statement and written discharge have been submitted to the

Client for certification.

(b) In the event of the failure of the Client to make payment within the time

specified in Paragraph (a) above, the Client shall pay to the Contractor

interest at the rate of six percent (6%) per annum upon all sums unpaid

from the date by which the same should have been paid. The provision

of this Clause are without prejudice to the Contractor’s entitlement

under Clause TCoC 2.9.2 or otherwise.

6.7 Correction of The Client may by any Interim Payment Certificate make any correction or

modification in any previous Interim Payment Certificates which have been



7 FAIRNESS AND GOOD FAITH

Certificates issued by the Client, and shall have authority, if any service is not being

carried out to the satisfaction of the Client, to omit or reduce the value of

such service in any Interim Payment Certificate.

6.8 Final Statement Not later than 56 days after completion of the Services, the Contractor shall

submit to the Client for consideration six (6) copies of a draft final statement

with supporting documents showing in detail, in the form approved by the

Client,

(a) the final value of the Services executed by the Contractor; and

(b) any further sums which the Contractor considers to be due.

If the Client disagree with or cannot verify any part of the draft final

statement, the Contractor shall submit such further information as the Client

may reasonably require and shall make such change in the drafts as may be

agreed between them. The Contractor shall then prepare and submit to the

Client the final statement as agreed (for the purpose of these Condition

referred as “Final Statement”).

If, following discussion between the Client and the Contractor and any

changes to the draft final statement which may be agreed between them, it

becomes evident that a dispute exists, the Client shall issue an Interim

Payment Certificate for those parts of the draft final statement which are not

in dispute. The dispute shall then be settled in accordance with Clause TCoC

8.

6.9 Discharge Upon submission of the Final statement, the Contractor shall give to the

Client, a written discharge confirming that the total of the Final Statement

represents full and final settlement of all monies due to the Contractor arising

out of or in respect of the Contract. Provided that such discharge shall

become effective only after payment due under the Final Payment certificate

issued in accordance with Clause TC0C 6.10 has been made and the

Performance Security referred to in Clause TCoC 3.13has been returned to

the Contractor.

6.10 Final Payment

Certificate

Within 28 days after receipt of the Final Statement, and the written

discharge, the Client shall issue a Final Payment Certificate stating,

(a) the amount which, in the opinion of the Client, is finally due under the

Contract or otherwise; and

(b) after giving credit to the Client for all amounts previously paid by the

Client and for all sums to which the Client is entitled, the balance, if

any, due from the Client to the Contractor or from the Contractor to the

Client as the case may be.

6.11 Cessation of

Contractor’s

Liability

The Client shall not be liable to the Contractor for any matter or things

arising out of or in connection with the Contract or execution of the Services,

unless the Contractor shall have included a claim in respect thereof in his

Final Statement.

7.1 Good Faith The Parties undertake to act in good faith with respect to each other’s rights



8 SETTLEMENT OF DISPUTES

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 no failure to agree on any action pursuant to this Clause

shall give rise to a dispute subject to arbitration in accordance with Clause

TCoC 8 hereof.

8.1 Amicable

Settlement

If either Party objects to any action or inaction of the other Party, the

objecting Party may file a written Notice of Dispute to the other Party

providing in detail the basis of the dispute. The Party receiving the Notice of

Dispute will consider it and respond in writing within 14 days after receipt.

If that Party fails to respond within 14 days, or the dispute cannot be

amicably settled within 14 days following the response of that Party, Clause

TCoC 8.2 shall apply.

8.2 Dispute

Resolution

Any dispute between the Parties as to matters arising pursuant to this

Contract that cannot be settled amicably according to Clause GC 8.1 may be

settled by arbitration in accordance with the following provision:

Any disputes between the Client and the Contractor arising in connection

with this Contract shall be finally settled by arbitration in accordance with

the Arbitration & Conciliation Act, 1996 of India, or any statutory

amendment thereof. The arbitral tribunal shall consist of three (3)

Arbitrators, one each to be appointed by the Client and the Contractor. The

third Arbitrator shall be chosen by the two Arbitrators so appointed by the

parties and shall act as Presiding Arbitrator. In case of failure of the two

Arbitrator appointed by the Parties to reach upon a consensus within a

period of twenty-eight (28) days from the appointment of the Arbitrator

appointed subsequently, the Presiding Arbitrator shall be appointed by the

President of Indian Road Congress. If one of the parties fail to appoint its

arbitrator in twenty-eight (28) days after receipt of the notice of the

appointment of its Arbitrator by the other party, then the President of Indian

Road Congress shall appoint the Arbitrator. The arbitration proceedings

shall be held in Hyderabad, Telangana, India only. The language of

arbitration proceedings and that of documents and communication between

parties shall be English.

The arbitral tribunal shall have full power to open up, review and revise any

decision, opinion, instruction, determination, certificate or valuation of the

Client and the Contractor.

The decision of a majority of arbitrators, or of the chairman of the arbitrators

if there is not such majority, shall be final and binding upon both parties and



shall be enforceable in any court of competent jurisdictions, and the parties

hereby waive any objections to or immunity in respect of such enforcement.

The cost and expenses of arbitration proceedings will be paid as determined

by the arbitral tribunal. However, the expenses incurred by each party in

connection with the preparation, presentation, etc., of its proceedings as also

the fees and expenses paid to the Arbitrator appointed by such party or its

behalf shall be borne by each party itself.

Where the arbitral decision is for the payment of money, no interest shall be

payable on whole or any part of the money for any period, till the date on

which the arbitral decision is made.

The reference to the arbitration shall proceed notwithstanding that the

Services shall not then be or be alleged to be execute or complete, provided

always that the obligations of the Client and the Contractor shall not be

altered by reasons of arbitration being conducted during the performance of

the Services. Neither party shall be entitled to suspend the Services or part of

the Services to which the dispute relates on account of arbitration and

payments to the Contractor shall continue to be made in terms of the

Contract.

Any and all disputes shall be settled in accordance with the provisions of

Clause TCoC 8.2. No action at law concerning or arising out of any dispute

shall be commenced unless and until all applicable dispute resolution

procedures set out in this Clause TCoC 8 shall have been finally exhausted

in relation to that dispute or any dispute out of which that dispute shall have

arisen with which it may be or may have been connected.

Where recourse to a Court is to be made in respect of any matter, the court at

Hyderabad, Telangana, India shall have the exclusive jurisdiction to try all

disputes between the Parties.

Hyderabad Outer Ring Road Project Toll Collection Services


ANNEX TCoC-1 TO TERMS AND CONDITIONS OF CONTRACT

FORM OF BANK GUARANTEE FOR PERFORMANCE SECURITY

(Refer Sub-Clause 3.13)

To: Managing Director,

Hyderabad Growth Corridor Limited,

2nd

Floor, HMDA Complex, Tarnaka,

Secundarabad, 500 007,

Telangana, India.

This Guarantee is issued on the ____day of ______, 2017 (state month and year) by _____________

(name of bank) of _______________________(address of bank) (hereinafter called “the Guarantor”) in

favour of Hyderabad Growth Corridor Limited, 2nd Floor, HMDA Complex, Tarnaka,

Secunderabad, 500 007, Telangana, India (hereinafter called “the Client”, which expression shall, unless

repugnant to the context or meaning thereof include its successors, administrators and assignees).

WHEREAS

1. ______________ (Name and address of the Contractor) (hereinafter called “the Contractor”, which

expression shall, unless repugnant to the context or meaning thereof include it successors,

administrators, executors and assignees), has undertaken, in pursuance of Contract No __________,

to Supply of RFID ETC system related equipments for Toll Management System of Hyderabad

Outer Ring Road Project (hereinafter called “the Contract”)

2. It has been stipulated by the Client in the said Contract that the Contractor shall furnish the Client

with a Bank Guarantee by the bank acceptable to the Client for the sum specified herein as security

for compliance with the Contractor’s obligations in accordance with the Contract.

3. The Guarantor, which expression shall unless repugnant to the context of the meaning thereof,

include its successors, administrators, executors and assignees, do hereby agree to give the

Contractor such a Bank Guarantee:

4. The Guarantor has agreed to guarantee the due performance of the Contract in the manner

hereinafter appearing.

NOW, THEREFORE, the Guarantor here affirms as follows:

(a) If the Contractor (unless relieved from the performance by any clause of the Contract or by statute

or by the decision of a tribunal of competent jurisdiction) shall in any respect fail to execute the

Contract or commit any breach of his obligations there under then the Guarantor will indemnify and

pay the Client upon the Client’s first written demand and without cavil or argument and without

notification to the Contractor or any other party any amount up to and including the aggregate sum

of _________________ (amount of Guarantee) 1 ______________ (in words), such sum being

payable in the types and amounts of currencies in which the Contract Price is payable, without the

Client having to prove or to show grounds or reasons for any such demand.

(b) The Client shall have full rights whatsoever to encash this Bank Guarantee at any time during the

validity of the guarantee and the Contractor shall have no right or claim whatsoever in the matter of

encashment of the Bank Guarantee amount by the Client and any disputes or claim whatsoever in

1An amount is to be inserted by the Guarantor, representing the percentage of the Contract Price specified in the Contract,

Hyderabad Outer Ring Road Project Toll Collection Services


this regard shall only be settled by means of arbitration as provided for in the Contract and the

Client’s decision as to what amount is due to the Client from the Guarantor against the guarantee

and as to Contractor has committed breach of contract or not, shall be final and binding on the

guarantor-bank and the Contractor shall have no right to interfere with the same except to agitate,

claim or dispute the same before the arbitration and the Guarantor shall have full rights in terms of

the guarantee to make immediate payments against the Bank Guarantee to the Client without the

consent of the Contractor and without referring the matter to the Contractor.

(c) The Guarantor shall not be discharged or released from his guarantee by an arrangement between

the Contractor and the Client, with or without the consent of the Guarantor, or by any alteration in

the obligations undertaken by the Contractor, or by any forbearance on the part of the Contractor,

whether as to payment, time, performance, or otherwise, and any notice to the Guarantor of any

such arrangement, alteration, or forbearance is hereby expressly waived.

(d) This Guarantee is enforceable and construed under the applicable laws of India.

(e) Courts at Hyderabad, Telangana, India shall have exclusive jurisdiction for contesting legal cases

arising out of encashment of the Guarantee.

This Guarantee shall be valid (i) up to ninety (90) days after the expiry of the Contract Period, or (ii) until

the bank receives written notification from the Client that the sum (or any remaining sum) is no longer

required by the Client, or (iii) until this Bank Guarantee is returned to the bank, or (iv) until payment has

been made to the Client of the whole of the sum.

Given under our hand on the date first mentioned above.

Signature and Seal of the Guarantor

SIGNED BY ______________

for and on behalf of the

Guarantor in the presence of

(Witness)


SECTION 6:

Client’s Requirements for RFID ETC System


Section 6: Client’s Requirements 71

Client’s Requirements for RFID ETC System

1. General Requirements

1.1. Toll Management System for Outer Ring Road

The Hyderabad Outer Ring Road (ORR) is an 8 lanes fully access controlled expressway having a

total length of 158 km with 19 interchanges. The ORR will be operated as a toll expressway and a

Toll Management System (TMS) will be installed to collect toll from ORR users. A closed toll

system, which charges toll proportional to the distance travelled, will be adopted and tollgate will be

established at entry and exit points of the ORR. Payment will be made through one of the three

payment modes, manual (cash), Touch &Go (T&G) using smart card (IC card), and RFID electronic

toll collection (ETC). The total numbers of lanes are 181, out of which Manual and Touch & Go

lanes are 112, Hybrid (Manual, Touch & Go and RFID ) lanes are 51 and Hybrid (Touch & Go and

RFID ) ETC lanes are 18. The number of toll lanes at each interchange by payment mode is

summarized in Table 1 in the Attachment.

The TMS will comprise the following components:

a) Manual and Touch & Go lane equipment;

b) ETC lane equipment;

c) POS system at toll plaza office;

d) Plaza Computer System; and

e) Traffic control centre system.

Main Traffic Control Centre will be established at Nanakramguda Interchange and Sub Traffic

Control Centre will be established at Ghatkesar to accommodate traffic control centre system.

1.2. The hybrid lanes are provided at ramp plazas and tunnel plazas. In hybrid lane, contactless smart

card reader/ writers are used for managing manual and T&G toll collection in conjunction with a

compatible contactless smart card whereas ETC antenna is used to execute ETC transactions. As

soon as vehicle with valid tag enters into range of ETC antenna, a pop-up appears on the toll

collector’s screen. The toll collector can press dedicated key to allow ETC user.



2. Requirements of RFID ETC System.

The Hyderabad Growth Corridor Limited now invites tenders from experienced

OEMs/Agencies/System Integrators to participate in tender for Selection for "Supply of RFID ETC

system related equipments for Toll Management System of Hyderabad Outer Ring Road in the State

of Telangana, India being taken up with loan assistance of Japan International Cooperation Agency

under Phase-2 Program".

3. Detailed Scope of work

3.1. Hyderabad Growth Corridor Limited (HGCL) invites proposals from experienced

OEMs/Agencies/System Integrators for Supply of RFID Readers, RFID Tag and Hand-Held

Terminals (HHT) for Toll Management System on Hyderabad Outer Ring Road Project.

Demarcation of Works:

S.No. Description of Works TMS

Contractor*

RFID

Contractor

1 Supply of RFID Reader, HHT,POS Reader and RFID

Tags

Yes

2 System Design and Drawing for ETC Lanes Yes

3 Software development with the support of RFID

contractor

Yes

4 Installation of ETC system Yes

5 RFID Equipment test at site Yes

6 System integration test Yes

7 Training and Trail Run of ETC system Yes

8 DLP period(Repair/replacement) Yes

9 Service maintenance&Fault report generation Yes

* TMS Contractor means the contractor selected and assigned by the Employer for the execution

of Design, Supply, Installation, Commissioning, Testing and Warranty Maintenance for

equipment of Toll Collection System and Related Facilities for Outer Ring Road to Hyderabad

City in the State of Telangana, India

3.2. Factory Acceptance Test

a. Testing of RFID Readers at Factory with C#.NET tool or agent

b. Functional Test for readers

c. Zone Mapping tests

d. Test Reports

e. Test Procedure have to submit before FAT for approval along with all equipment’s

individual test report

f. for FAT all the cost born by the contractor

3.3. Supply and support

i. The Tenderer should ensure OEM support shall provided for 10 years.

ii. In case any of the device models becomes obsolete, the HGCL shall offer new

item/model with the same make and same or higher specification at no additional cost to the

department.

iii. Material delivery at site as instructed HGCL location



S.

No. Item Unit Quantity Spares

Total

Quantity



Nos. 69 5 74

2 HHT reader Nos. 63 5 68

3 POS reader/writer Nos. 21 5 26

4 RFID Tags Nos. 10,000 10,000

3.4. Test at Site

i. Testing of RFID Readers at site on sample basis for each plaza with C#.NET tool or agent.

A. Different environmental conditions can affect the performance of UHF RFID

systems. Water, metal, florescent lighting, large machinery, and competing frequencies

(other radio waves) may adversely affect UHF RFID read ranges. The best way to

maximize read range is to note the various possible forms of interference and attempt

to mitigate that interference by testing, making changes to your system, and retesting.

B. Firmware up gradation for above

ii. Functional Test reports for readers

iii. Zone Mapping tests at site on sample basis for each plaza to ensure location and angel of reader

is ok.

3.5. Defect Liability Period (DLP)/Warranty

i. DLP for Readers 2 Years.

ii. Firmware up gradation during DLP period on continuous basis to enhance reading accuracy and

address non-reading of tag in production

iii. Software interface support for integration through email communication and on call.

3.6. Documentation

i. Installation and configuration manuals

ii. Troubleshooting manuals.

iii. Antenna orientation guidelines

iv. Zone mapping tool

v. Zone mapping guidelines.

vi. Antenna communication test tool

vii. Factory acceptance Test Report

4. Technical Specifications

4.1. ETC Antenna (RFID Reader)

Input Voltage : 24VDC

Current Consumption : Approx. 1.6A

Power Consumption : Approx. 40W

Energy released during

operation

: Approx. 0.04kJ

Frequency : UHF 865 MHZ to 867 MHZ

Communication : Ethernet

RF Power maximum : 1 W - transmitted & 4 W - EIRP (Equivalent Isotopically Radiated

Power)



Reading distance : Transceiver mounted at height 6m above the road surface with

reading distance 0 to 6 m

Antenna : Linearly Polarized, antenna coverage < 3.6 m

Protocol : EPC Gen 2, ISO 18000-6C and shall comply with the general

conformance requirements of the standard

Visual diagnostics : LED indicators for sense, transmit Fault and Power which shall be

visible clearly to the operator on ground while the system is

operational.

Enclosure : Light weight enclosure for the RFID Transceiver and circularly

polarized antenna

Trigger : Reader should be triggered to read through Loop or Light Curtain

Environmental : IP 65 or better for outdoor units

Relative humidity : 95% Condensing

Operating temperature : -20°C to 65°C

Storage temperature : -40°C to 85°C

Make : 3M/FIG/Tag Master/Kathrein

FUNCTIONAL REQUIREMENTS

RFID Reader should have command to verify that RFID reader is working or not working

RFID Reader should read entire TAG memory with only one command and it should not have

multiple command to read tag memory.

Should have inbuilt software to read the tag memory.

RFID reader should be able to read multiple tags on same vehicles.

Should have C#.NET tool or agent (Zone mapping and Antenna communication tool)

The reader must have support for API based integration over TCP/IP mandatorily using DOT NET

Based API

The reader must have web based interface for all possible configurations required for the reader.

OPERATING CHARACTERISTIC

Air Interface& Adaptive

Noise Features

TheTransceivertechnologyemployedshouldhavethecapabilitytoopti

mizereadratesforthevehicleidentificationapplicationandadapttoinsta

ntaneousnoiseandinterferencelevel

Application capability 1.Shouldhavereadreliabilityexceeding99.5%inthedistancerangespec

ified.

2. DiagnosticandReportingTools

Upgradeability Thefirmwareshouldbeupgradabletosupportfutureprotocols.

Transaction Capability ReadingofTag&EPCmemoryforat

least2Tagspersecondforamovingvehiclewithaspeedlimitof40kilome

tres/hour.



Driver Software Thetransceiverdriversoftwareshallbeprovidedalongwiththetransceiv

erthatwillinterfacetotheETCclientthroughsocketinterfaceandhandlet

hecommunicationwithETCclient.Thepacketstructuresshallbeasnotif

iedintheETCclient-

transceiverinterface.Thedriversoftwareshallimplementfilteringusin

garangeofEPC-codesprovidedbysetofbitpatternmasks.

4.2. Hand-held Terminal

Battery capacity s continuous operation

Capability To read EPC global Class 1 Gen 2 (ISO 18000-6C) tags

Read range Can read tags affixed on relevant types/classes of vehicles with the user /

operator standing on ground at a reasonable distance.

Display 3 in. QVGA colour display (320 x 320) touch screen with backlight

Facility To read the –

TID

EPC and User memory contents of the tag with / without appropriate

Access Password protection

Access controlled With both hardware & software keys

Interface USB and Wireless Connectivity

Keypad 48-key Alpha-Numeric

CPU Marvell PXA320 @ 624 MHz

Memory capacity To store data 1,000,000 transactions and 1,000,000 blacklisted tag details

Interfaces Data transfer to / from a host computer

WiFI Connectivity

RFID antenna type Integrated orientation insensitive

Frequency range 865-868 MHz

Reading range Approx. 1 meter

Drop specifications 1.2 m drop to concrete

Operating

temperature

0 to 60 °C

Sealing IP65

Relative humidity 5% to 95% non condensing

4.3. POS Desktop RFID Reader

Input Power 5VDC

Current consumption 500mA

Power consumption 1.5W

Frequency range UHF 865 MHz - 867 MHz

RF output power 10 - 22 dBm, 1 dBm steps

Antenna 2 dBi Gain RHCP

Internal data storage 2 GB

Protocol ISO 18000-6C / EPC C1G2

Communication USB 2.0

Dimensions 120(L) x 80(W) x 30(D) mm

Operating temperature 0 to 60°C

Relative humidity 5% to 95% non-condensing



4.4. Specification of RFID Tags

The Tags shall be essentially non-transferable RFID transponders designed to be used in conjunction

with compatible Transceivers and are meant to identify the vehicle for ETC application.

Sr. Parameter Particular

General 1 Power Tags are Passive

2 Frequency UHF 860 MHZ to 960 MHZ as per EPC Gen

2 standards

3 Data Transfer Rate At least 512 kbps under ideal conditions & 64

to 512 kbps under field conditions

4 Protocol EPC Gen 2, ISO 18000-6C

5 Dimensions (including

the substrate/ backing)

Maximum area occupied on the windshield

shall be 50 Sq. cm.

6 Material Plastic substrate with printed antenna

7 Physical printing of

Tag

ID on the Tag

The Tag ID shall be physically printed on the

Tag using the Hexadecimal numbering

system and shall be adequately clear for easy

visual recognition

Environmental 1 Relative Humidity 95% Condensing

2 Operating Temperature -20°C to 80°C ambient

3 Storage Temperature -40°C to 100°C

Installation 1 Location The RFID Tag shall be installed at a fixed

location on the inside of the Windshield of the

vehicle.

2 Installation

mechanism

The RFID Tag shall have a self-adhesive

backing with which it can be fixed to inside

of the windshield. The adhesive shall be such

that

• It allows reliable and accurate reading of the Tag by the Transceiver located at a specified

distance.

• The RFID chip and/ or the antenna get

irreparably damaged when an attempt is made

to remove the installed Tag from the

windshield by any means. After such an

attempt the Tag shall become inoperable.

Memory 1 Tag Memory

(minimum)

Unique Tag ID – 64 bits, EPC memory – 240

bits

2 Data Retention 10 Years minimum with UV protection for

normal sunlight exposure and ambient

temperature of 45 Deg C

5. Interfacing Requirements

5.1. RFID reader API DLL & Tool

1. API should work on Windows 7/10 32/64 bit

2. API should be compatible for .NET framework 2.0,3.5,4.0,4.5

3. API should be in a form of C#.NET dll or tool or agent

4. Should have C#.NET tool or agent

5. API should communicate with RFID reader and send tag data over IPC communication.

6. API should read tag only once and send it over IPC within configurable pass-back time.



7. Same tag should not read again within set pass-back time.

8. API should provide working and not working status of RFID reader.

9. Same API should work for multiple readers on one system.

10. Detail Documentation/User manual on API

5.2. RF HHT WIFI BASED API

SDK in Dot Net C# code which will read TAG Data.

5.3. RF HHT WIFI BASED API (If application not provided with HHT Machine)



Attachment

Table 1: Lane Configuration

Interchange

Lane Configuration

Number M and T&G

lanes

Number Hybrid

(M&T&G,RFID)

lanes

Number Hybrid

(T&G,RFID) lanes Total


1 Kokapet 2 2 4 2 2 4 8

2 Idulnagalapalli 2 2 4 2 2 4 8

3 Patancheru 3 5 8 1 1 1 2 3 12

4 Sultanpur 2 2 4 2 2 4 8

5 Saragudem 2 3 5 1 1 2 7

6 Medchal 4 5 9 1 1 1 1 2 12

7 Shamirpet 4 5 9 1 1 1 1 2 12

8 Keesara 2 2 4 2 2 4 8

9 Ghatkesar 4 6 10 1 1 2 12

10 Taramatipet 2 2 4 2 2 4 8

11 PeddaAmberpet 3 5 8 1 1 2 1 1 2 12

12 Bongulur 2 3 5 1 1 2 7

13 Ravirayal 2 2 4 2 2 4 8

14 Tukkuguda 2 2 4 2 2 4 8

15 Pedda Golconda 2 2 4 2 2 4 8

16 Shamshabad 4 6 10 2 3 5 15

17 Rajandranagar-1 1 1 2 1 1 2 4

Rajandranagar-2 1 1 2 1 1 2 4

18 TSPA 2 2 4 8

19 Nanakramguda 3 5 8 1 2 3 1 2 3 12

49 63 112

25 26 51

8 10 18 181

TOTAL 112 51 18