Indian Academy of Highway Engineers (Ministry of Road … for Auditorium at IAHE.pdf · 2018. 8. 24. · planning of Interior Acoustic, Audio-Video, and General & Stage Lighting,

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Indian Academy of Highway Engineers

(Ministry of Road Transport & Highways)

Government of India

Engagement of Architects /Consultants for Consultancy Services

for renovation & furnishing of Auditorium

at IAHE, Noida

REQUEST FOR PROPOSAL

(RFP)

May 2015

A-5, Institutional Area, Sector 62, Noida, UP

1

INDEX

Sl. No. Contents Page No.

1

Notice Inviting Tender (NIT) 2

2

Letter of Invitation 3-10

3

Data Sheet 11-15

4

Appendix - I : Terms of Reference 16-21

5

Enclosure - I : Qualification Requirements of Key Personnel 22-24

6

Appendix – II : Formats for Eligibility 25-29

7

Appendix - III : Formats for Technical Proposals 30-37

8

Appendix - IV: Formats for Financial Proposals 38-39

9

Appendix - V: Draft Contract Agreement 40-71

2


(Ministry of Road Transport & Highways)

Government of India

NOTICE INVITING TENDER (NIT) IAHE proposes to engage eligible Architects/ Consultants for Consultancy Services for

Renovation & furnishing of Auditorium at IAHE, Noida.

2. Proposals are hereby invited from eligible Architects/ Consultants for Consultancy

Services for Renovation & furnishing of Auditorium including comprehensive integrated

planning of Interior Acoustic, Audio-Video, and General & Stage Lighting, Fire Fighting at

IAHE, Noida. The Letter of Invitation (LOI) and Terms of Reference (ToR) including Request

for Proposal (RFP) is available online on e-tender portal of MORT&H https://morth.eproc.in .

The document can also be downloaded from IAHE’s website (www.iahe.org.in).

Bid must be submitted online at e-tender portal of MORT&H https://morth.eproc.in on or

before 23.06.2015 (upto 1500 hrs IST)

3. The following schedule is to be followed for this assignment:

i) Deadline for downloading of bid: 22.06.2015 (1700 hrs)

ii) Deadline for Submission of bids :23.06.2015 (1500 hrs)

Yours sincerely,

Director


Sector 62, Noida, U.P.

Tel: 91-0120-2400085-86 Fax: 91-0120-2400087

E-mail:[email protected] Website: www.iahe.org.in

https://morth.eproc.in/

https://morth.eproc.in/

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Letter of Invitation (LOI)

No. IAHE/Admin /05/Auditorium-Consultancy/2015-16 Dated 22.05.2015

Dear Sir,

Subject: Engagement of Architects /Consultants for Consultancy Services for

renovation & furnishing of Auditorium at IAHE, Noida

1. Introduction

1.1 Indian Academy of Highway Engineers (IAHE) proposes to engage eligible

Architects/ Consultants for Consultancy Services for renovation & furnishing of Auditorium

including comprehensive integrated planning of Interior, Acoustic, Audio-Video, and General

& Stage Lighting, Fire Fighting at IAHE, Noida. The consultant should provide cost effective

solutions catering to the ambience/aesthetics of the building. The consultancy services shall

start from project preparation to certification of final bill of the contractor on completion of the

work.

1.2 The brief description of the assignment and its objectives are given in the Appendix-I,

“Terms of Reference”.

1.3 The IAHE invites Proposals (the “Proposals”) through e-tender (on-line bid

submission) for selection of Technical Consultant (the “Consultant”) for consultancy

services for renovation & furnishing of Auditorium including comprehensive integrated

planning of Interior Acoustic, Audio-Video, and General & Stage Lighting, Fire

Fighting at IAHE, Noida. Consultants are hereby invited to submit proposals in the

manner as prescribed in the RFP. The Consultants are hereby invited to submit

proposals in the manner prescribed in the RFP.

1.4 To obtain firsthand information on the assignment and on the local conditions, the

Consultants are encouraged to pay a visit to the client and the project site before

submitting a proposal. They must fully inform themselves of local and site conditions

and take them into account in preparing the proposal.

1.5 Financial Proposals will be opened only for the firms found to be eligible and scoring

qualifying marks in accordance with Para 5 hereof. The consultancy services will be

awarded to the lowest quoted bidder.

1.6 Please note that the Client is not bound to accept any of the proposals submitted and

reserve the right to reject any or all proposals without assigning any reasons.

1.7 The proposals must be properly signed as detailed below:

i. by the proprietor in case of a proprietary firm

ii. by the partner holding the Power of Attorney in case of a firm in partnership (A

certified copy of the Power of Attorney on Rs. 100/- stamp paper shall

accompany the Proposal).

iii. by a duly authorized person holding the Power of Attorney in case of a Limited

Company or a corporation (A certified copy of the Power of Attorney on Rs.

100/- stamp paper shall accompany the proposal).

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1.8 Bid Security

1.8.1 The applicant shall furnish as part of its Proposal, a Bid Security of Rs 50,000 (Rupees

Fifty Thousand only) in the form of Demand draft/ Banker Cheque of a scheduled bank

drawn in favour of Indian Academy of Highway Engineers payable at Noida (the “Bid

Security”). The Bid security of “Non Responsive” Bidders in first stage of

Evaluation i.e. Proof of Eligibility is returnable not later than 10 (ten) days from

the date of opening of envelope of “Proof of eligibility”. The bid security of rest of

bidders except lowest bidder is returnable in the form of a Cheque or online transfer to

bidder’s account not later than 15 (fifteen) days from the date of Opening of the

Financial proposals. Amount of Bid security submitted by the selected bidder shall be

returned to the bidder after signing of the Contract Agreement.

1.8.2 Any Bid not accompanied by the Bid Security as above shall be rejected by the

Authority as non-responsive.

1.8.3 The IAHE shall not be liable to pay any interest on the Bid Security and the same shall

be interest free.

1.8.4 The Applicant, by submitting its Application pursuant to this RFP, shall be deemed to

have acknowledged that without prejudice to the IAHE’s any other right or remedy

hereunder or in law or otherwise, the Bid Security shall be forfeited and appropriated

by the Authority as the mutually agreed pre-estimated compensation and damage

payable to the Authority for, inter alia the time, cost and effort of the IAHE in regard

to RFP including the consideration and evaluation of the Proposal under the following

conditions:

(a) If an Applicant withdraws its Proposal during the period of its validity as

specified in this RFP and as extended by the Applicant from time to time;

(b) In the case of a Selected Applicant, if the Applicant fails to sign the Agreement.

2 Documents

2.1 To enable you to prepare a proposal, please find and use the attached Documents listed

in the Data Sheet.

2.2 At any time before the submission of proposals, the Client may, for any reason, modify

the Documents by amendment or corrigendum. The amendment will be uploaded on

IAHE and MORT&H website. The Client may at its discretion extend the deadline for

the submission of proposals and the same shall also be uploaded on IAHE website.

3. Preparation of Proposal

The proposal must be prepared in three parts viz.,

Part 1: Proof of eligibility

Part 2: Technical Proposal

Part 3: Financial Proposal

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3.1 Document in support of proof of eligibility

3.1.1 The minimum essential requirement in respect of eligibility has been indicated in the

Data Sheet. The proposal found deficient in any respect of these requirements will not

be considered for further evaluation. The following documents must be furnished in

support of proof of eligibility as per Formats given in Appendix-II:

(i) Forwarding letter for Proof of Eligibility in the Form-E1.

(ii) Firm’s relevant experience and performance for the last 7 years: Project

sheets in support of relevant experience as per Form-E2/T2 supported by the

experience certificates from clients in support of experience as specified in

data sheet. Scope of services rendered by the firm should be clearly indicated in

the certificate obtained from the client. The information given in Form E2/T3

shall also be considered as part of Technical Proposal and shall be evaluated

accordingly. The Consultants are therefore advised to see carefully the

evaluation criteria for Technical Proposal and submit the Project Sheets

accordingly.

(iii) Firm’s turnover for the last 3 years: A tabular statement as in Form E3

showing the turnover of the applicant firm(s) for the last three years beginning

with the last financial year (i.e. 2014-15, 2013-14 and 2012-13) certified by the

Chartered Account along with attested copy of income Tax return shall be

submitted in support of the turnover.

(iv) Bid Security: The applicant shall furnish a Bid Security of Rs 50,000 (Rupees

Fifty Thousand only) in the form of Demand draft/ Banker Cheque of a

scheduled bank drawn in favour of Indian Academy of Highway Engineers

payable at Noida (the “Bid Security”).

(v) The applicant shall furnish Power of Attorney (POA) on Rs. 100/- Stamp paper,

if requited, as mentioned in para 1.7 of LOI.

3.1.2 The minimum essential requirement in respect of eligibility has been indicated in the

data sheet, the proposal found deficient in any respect of these requirements will not be

considered for further evaluation.

3.2 Technical Proposal

3.2.1 You are expected to examine all terms and instructions included in the Documents.

Failure to provide all requested information will be at your own risk and may result in

rejection of your proposal.

3.2.2 During preparation of the technical proposal, you must give particular attention to the

following:

Total assignment period is as indicated in the enclosed TOR. You shall make

your own assessment of support personnel both technical and administrative to

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undertake the assignment. Additional support and administrative staff need to

be provided for timely completion of the project within the total estimated cost.

It is stressed that the time period for the assignment indicated in the TOR

should be strictly adhered to.

3.2.3 The technical proposal shall be submitted strictly in the Formats given in Appendix- III

and shall comprise of following documents:

i) Forwarding letter for Technical proposal duly signed by the authorized person on

behalf of the bidder, as in Form-T-1.

ii) Firm’s references - Relevant Services carried out in the last seven years as per

Form-E2/T-2. This information submitted as part of Proof of Eligibility shall be

evaluated and need not be submitted again as part of Technical Proposal.

iii) Site Appreciation: limited to four A4 size pages in 1.5 space and 12 font including

photographs, if any (Form-T-3).

iv) Comments on Terms of Reference: limited to two A4 size pages in 1.5 space and 12

font (Form-T-4).

v) The composition of the proposed Team and Task Assignment to individual

personnel: Maximum three pages (Form-T-5).

vi) Proposed methodology for the execution of the services illustrated with bar charts

of activities, including any change proposed in the methodology of services

indicated in the TOR, and procedure for quality assurance: Maximum 4 pages

(Form-T-6)

In case the consultant envisages to outsource any of the above services to the expert

agencies, the details of the same indicating the arrangement made with the agencies

need to be furnished. These agencies would however, be subject to approval of the

client to ensure quality input. For out-sourced services, proposed firms/consultants

should have such experience on similar projects.

vii) CVs of Key Personnel in Form-T7.

viii) All eligible bidders shall have to make Power Point presentation before the

Evaluation Committee constituted by IAHE at a date and time decide by IAHE.

3.2.4 CVs of Key Persons:

i) The CVs of the key personnel in the format as per Form T-7 is to be furnished. It

may please be ensured that the format is strictly followed and the information

furnished therein is true and correct. The CV must indicate the work in hand and

the duration till which the person will be required to be engaged in that

assignment. Experience certificates shall also be submitted. If any information is

found incorrect, at any stage, action including termination and debarment from

future IAHE projects upto 2 years may be taken by IAHE on the personnel and the

Firm.

ii. No alternative to key personnel may be proposed and only one CV may be

submitted for each position. The minimum requirements of Qualification and

Experience of all key personnel are listed in Enclosure-I of TOR. The proposal

not meeting the minimum requirement specified shall not be evaluated further.

However, the client reserves the right to lower the minimum requirements in the

interest of work without giving any notice.

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iii. All key Personnel viz. Architect, Asstt Architect, Electrical Engineer, Civil

Engineer, Acoustic and Audio-Video Consultant should be available from

beginning of the project. If same CV is submitted by two or more firms, zero marks

shall be given for such CV for all the firms.

iv. The availability of key personnel must be ensured for the duration of the project

as per proposed work programme.

v. The age limit for Architect cum Team Leader is 70 years and for all other key

personnel is 60 years as on the date of bid submission. The proof of age and

qualification of the key personnel must be furnished in the technical proposal.

vi. An undertaking from the key personnel must be furnished that he/she will be

available for entire duration of the project assignment and will not engage

himself/herself in any other assignment during the currency of his/her

assignment on the project. After the award of work, in case of non availability

of key personnel in spite of his/her declaration, he/she shall be debarred for a

period of two years for all projects of IAHE.

vii. A good working knowledge of English Language is essential for key professional

staff on this assignment. Study reports must be in ENGLISH Language.

viii. Photo, contact address and phone/mobile number of key personnel should be

furnished in the CV.

ix. In case a firm is proposing key personnel from educational/research institutions,

a ‘No Objection Certificate’ from the concerned institution should be enclosed

with the CV of the proposed key personnel committing his services for the instant

project.

x Original Curriculum Vitae (CV) and photocopies of certificates shall be recently

signed in blue ink by the proposed key professional staff on each page and also initialed

by an authorized official of the Firm and each page of the CV must be signed. The key

information shall be as per the format. Photocopy of the CVs will not be accepted.

Unsigned copies of CVs shall be rejected.

3.2.5 The technical proposal must not include any financial information.

3.3 Financial Proposal

3.3.1 The Financial proposal should include the costs associated with the assignment. These

shall normally cover: remuneration for staff, accommodation, transportation,

equipment, printing of documents, etc. Your financial proposal should be prepared

strictly using, the formats attached in Appendix – IV. Your financial proposal should

clearly indicate the amount asked for by you without any assumptions of conditions

attached to such amounts. Conditional offer or the proposal not furnished in the format

attached in Appendix-IV shall be considered non-responsive and is liable to be rejected.

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3.3.2 The financial proposal shall take into account all types of the tax liabilities specified in

the Data Sheet.

3.3.3 Costs shall be expressed in Indian Rupees.

4 Submission of Proposals

4.1 The Applicants shall submit the proposal (Proof of Eligibility and Technical Proposal)

in a duly bound hard copy. Proof of Eligibility and Technical Proposals are also to be

submitted online. Financial proposal are only to be submitted online and no hard

copy of the financial proposal should be submitted.

4.2 You must submit original proposal as indicated in the Data Sheet. “Proof of

Eligibility” in original and duly bound hard copy should be enclosed in an envelope

which should be marked as “Part-I – Proof of Eligibility”. Similarly, “Technical

Proposal” in original and hard bound should be enclosed in an envelope which

should be marked as “Part-II – Technical Proposal”. The proposal will be sealed in

an outer envelope which will bear the address and information indicated in the Data

Sheet and shall be submitted to IAHE on or before the deadline for submission of bids.

The envelope must be clearly marked:

Do not open, except in presence of the evaluation committee

4.2.1 This outer envelope will contain three separate envelopes. The first envelope

containing “Proof of Eligibility” (which should be clearly marked), the second

envelope containing “Technical Proposal” (which should be clearly marked) and

the third envelope containing a Bid Security of required amount and validity as

mentioned in the RFP and Proof of Payment of application processing fees

amounting to Rs. 1295/- to M/s. C-1 India Pvt. Ltd. 4.2.2 The proposal must be prepared in indelible ink and must be signed by the authorized

representative of the consultants. The letter of authorization must be confirmed by a

written power of attorney accompanying the proposals. All pages of the Proof of

Eligibility and Technical Proposal must be initialed by the person or persons signing

the proposal.

4.3 The proposal must contain no interlineations or overwriting except as necessary to

correct errors made by the Consultants themselves, in which cases such corrections must

be initialed by the person or persons signing the proposal.

4.4 Your completed Proof of eligibility and Technical proposal (in hard copy) must be

delivered on or before the time and date at the address stated in Data Sheet. Proof of

Eligibility, Technical Proposal and Financial Proposal for the said RFP shall have to be

submitted online also on or before the time and date at the address stated in Data Sheet

4.5 Your proposal must be valid for the number of days stated in the Data Sheet from the

closing date of submission of proposal.

5 Proposal Evaluation

5.1 The proposals would be evaluated by a Committee constituted by Director, IAHE . A

three-stage procedure will be adopted in evaluating the proposal. In the first stage- Proof

of Eligibility, it will be examined as to whether:

i) The Proposal is accompanied by Bid Security

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ii) The firm(s) have required experience

iii) The firm(s) have required turnover

iv) The documents are properly signed by the authorized signatories

v) The proposals have been received on or before the dead line of submission.

vi) The proposal is accompanied by the letter of authorization confirmed by a written

power of attorney.

In case answers to any of the above items is ‘No’ the bid shall be declared as non-

responsive and shall not be evaluated further.

A Consultant satisfying the minimum Eligibility Criteria as mentioned in the Data sheet

and who had submitted the above mentioned documents shall be declared “pass” in

Proof of Eligibility and the Technical Proposals of only those consultants shall be

opened and evaluated further.

5.2 In the second stage the Technical proposal shall be evaluated as per the detailed

evaluation criteria given in Data Sheet. All eligible bidders shall have to make Power

Point presentation before the Evaluation Committee constituted by IAHE at a date

and time decide by IAHE. A firm who fails to give presentation before the

evaluation Committee on the date and time as decided by IAHE shall be awarded

zero marks

A proposal securing 75 points shall be declared pass in the evaluation of Technical

Proposal. The technical proposal should score at least 75 points out of 100 to be

considered for financial evaluation.

5.3 Evaluation of Financial Proposal

In case, only one firm is eligible for opening of Financial Proposals, the Financial

Proposal shall not be opened, the bids for that package shall be cancelled and IAHE

shall invite fresh bids for this package. For financial evaluation, total cost of financial

proposal excluding Service Tax shall be considered. Service Tax shall be payable

extra. Lump sum amount shall be quoted by the Consultant as mentioned in the

format of Financial Proposal. The Client will award the assignment to the

applicant whose Proposal has been determined to be substantially responsive to

the RFP and who has offered the lowest evaluated Bid Price.

6 Performance Security

The consultant will furnish within 15 days of the issue of Letter of Acceptance

(LOA), an unconditional Bank Guarantee from the Bank (Generally, by SBI or its

subsidiaries or any Indian nationalized bank or IDBI or ICICI or ICICI Bank or by a

foreign bank through a correspondent bank in India) for an amount equivalent to 10 %

of the total contract value to be received by him towards Performance Security valid

upto 12 months from the date of issue of Letter of Acceptance and extendable upto a

suitable period as desired by the client. The performance BG shall be released upon

successful completion of services and rectification of errors if any, found during

implementation of services i.e. after satisfactory completion of work.

If a Consultant fails to submit the Performance Security (as specified above), it shall

attract penalty – encashment of Bid Security submitted by the Consultant.

7. Award of Contract

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The Client will award the assignment to the applicant whose Proposal has been

determined to be substantially responsive to the RFP and who has offered the lowest

evaluated Bid Price.

8 Signing of Contract Agreement

After having received the performance security and verified it, the Client shall invite

the selected bidder for signing of Contract Agreement on a date and time convenient to

both parties within 15 days of receipt of valid Performance Security.

9. Client’s Right to Accept Any Proposal and To Reject Any or All Proposals.

The Client reserves the right to accept or reject any proposal, and to cancel the bidding

process and reject all proposals, at any time prior to the award of Contract, without

thereby incurring any liability to the affected Bidder or bidders or any obligation to

inform the affected Bidder or bidders of the grounds for the Client’s action.

10. The Client shall keep the bidders informed during the entire bidding process and shall

host the following information on its website:

i) Notice Inviting Tender (NIT)

ii) Request For Proposal (RFP)

iii) Amendments/corrigendum to RFP

iv) Name of the bidder who is awarded the Contract

11. Confirmation

We would appreciate you informing us by facsimile/e-mail whether or not you will

submit a proposal.

Thanking you.

Yours sincerely,

Director


Noida

Encl. as above

11

DATA SHEET

(References to corresponding paragraphs of LOI are mentioned alongside)

1. The Name of the Assignment and description of Project-

Engagement of Architects /Consultants for Consultancy Services for renovation

& furnishing of Auditorium at IAHE, Noida (Ref. Para 1.1)

(The Name of the assignment should be indicated in the format given in the technical

proposal)

2. The name of the Client is : Director

Indian Academy of Highway Engineers,

A-5, Insitutional Area , Sector-62

Noida

3. Duration of the Project – 12 months

4. The Documents are:

i. Appendix-I: Terms of Reference (TOR)

ii) Appendix-II Formats for Proof of Eligibility

iii. Appendix-III: Formats for Technical Proposal

iv. Appendix-IV: Formats for Financial Proposal

v. Appendix -V Draft Contract Agreement

(Ref. Para 2.1)

5. Bid Security: Rs 50,000/- (Ref Para 1.8)

6. Tax (Ref. Para 3.3.2)

The Consultants and their personnel shall pay all taxes (including service tax), custom

duties, fees, levies and other impositions levied under the laws prevailing seven days

before the last date of submission of the bids. The effects of any increase / decrease of

any type of taxes levied by the Government shall be borne by the Client / Consultant,

as appropriate.

7. The number of copies of the proposal required to be submitted: 1 no. (ref. para 4.1)

8. The address is --- (Ref. para 4.2)

Director

Indian Academy of Highway Engineers’

A-5, Insitutional Area,Sector-62,

Noida-201301, UP, India Tel: 0120 2400085-86; Fax: 0120 2400087

The envelopes must be clearly marked:

i. ORIGINAL PROPOSAL;

ii. DOCUMENTS IN PROOF OF ELIGIBILITY & TECHNICAL PROPOSAL

as Appropriate; and,

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iii. DO NOT OPEN, EXCEPT IN PRESENCE OF THE EVALUATION

COMMITTEE on the outer envelope.

iv. Project Name :------------

v. Name and Address of Consultant

9. The date, time and Address of proposal submission are:

Date 23.06.2015

Time upto 1500 hrs

Address Director

Indian Academy of Highway Engineers (IAHE),

A-5, Institutional Area,

Sector 62, Noida-201301, UP, India (Ref. Para 4.4)

10. Proposal Validity period (Number of days): 60 days (Ref. Para 4.5)

11. Evaluation criteria: (Ref. Para 3 & 5)

11.1 First stage evaluation – eligibility requirement. (Ref. Para 3.1 & 5.1)

Table-1: Minimum Eligibility Requirements

S.No. Minimum experience and performance of

similar nature works (for past performance

attach undertaking for any litigation history/

and arbitration).

Average Annual turnover

1 A Firm applying for a project should have

experience of successfully completed consultancy

services for atleast one work of renovation &

furnishing of 150 person capacity Auditorium of

costing not less than 100 lacs (executed cost of

work and not consultancy fee) during the last 7

years ending last day of the March 2015.

Note: The experience of a firm in similar nature works

for a private concessionaire/contractor shall not be

considered

Average annual turnover for

last 3 financial years (i.e. 2014-

15, 2013-14 and 2012-13)

should be equal to or more than

Rs. 50.00 lakhs (certified by

the Chartered Account along

with attested copy of income

Tax return shall be submitted in

support of the turnover of the

firm)

The Consultant shall fulfill all the requirements given in Table-1.

11.2 Second stage technical evaluation (Refer 5.2)

Table-2: Evaluation Criteria for Technical Proposal

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Sl no. Description Points Break

up

details

in

Para

11.2.1

1 Firms Relevant Experience in last 7 years 15

2 Appraisal of the design concept, scheme, methodology for renovation & furnishing of Auditorium including

comprehensive integrated planning of Interior Acoustic,

Audio-Video, and General & Stage Lighting, Fire Fighting

along with preliminary cost estimate. The applicant to

provide approach paper along with design schemes with 3D

views for each areas and drawings indicating the planning

and facilities proposed. A power point presentation to be

also included. The applicant to submit hard copies, CD's for

all the material. All eligible bidders shall have to make

Power Point presentation before the Evaluation

Committee constituted by IAHE at a date and time

decide by IAHE. i) Appraisal of concept - 25 marks

ii) Appraisal of methodology - 30 marks

55

3 Qualification and Relevant Experience of the Proposed Key

Personnel

30

Total 100

Note: Decision of the evaluation committee constituted by IAHE shall be final and binding.

The firms have to secure minimum 75% marks to be eligible and the financial bid of only

those securing 75% or more marks shall be opened. A firm who fails to give presentation

before the evaluation Committee on the date and time as decided by IAHE shall be awarded

zero marks

14

The weightage points given to evaluation sub-criteria for qualifications and competence of

keystaff are

Table-3: Weightage Points for Key Professionals

Description Weight (%) Break

up

details

in Para

11.2.2

General Qualification 40

Relevant Experience and Adequacy for the Project 50

Employment with the Firm 10

Total 100

The number of points assigned during the evaluation of qualification and competence of key

staff are as given below

Sl No. Description Break up of

points (in %)

Max points (in

%)

1 General Qualification 40 40

(i) Essential Educational Qualification 35

(ii) Desirable Educational; Qualification 5

2 Relevant Experience and Adequacy for the

Project

50 50

(i) Total Professional experience 25 (max)

(ii) Experience in Similar Capacity 25 (max)

3 Employment with the Firm 10 10

Less than 1 year 0

1 year to 2 years 5

> 2 years 10

Total 100

11.2.1 The number of points to be given under each of the evaluation criteria are:

(i) Firms relevant experience in last 7 years (2008-09 onwards) 15 points

Max Points

(a) 2 or more works costing more than or equal to 100 lakhs 12 12

of similar nature (Auditorium of Min. 150 seating capacity)

or

15

One work costing more than or equal to 100 lakhs 9

of similar nature (Auditorium of Min. 150 seating capacity).

ii) Specific experience of firms in terms of turnover 3

Firm’s Average Turnover of last 3 years >= 1 crore 3

Firm Average Turnover of last 3 years >= 50 lakhs but < 1 crore 2

………………………….

Total 15

(ii) Adequacy of the proposed work plan and methodology in responding to the TOR

Sub criteria: 5

i) Appraisal of concept - 25

ii) Appraisal of methodology - 30

………………………

Total 55

(iii) Qualification and competence of the key staff for adequacy of the Assignment

30

The weight-age for various key staffs are as under:

SL No. Key Personnel Points

1 Architect 10

2 Asstt. Architect 5

3 Civil Engineer 5

4 Electrical Engineer 5

5 Acoustic and Audio-Video Consultant 5

Total 30

(iv) The technical proposal should score at least 75 points out of 100 to be considered for

financial evaluation.

11.3 Third stage – Evaluation of Financial proposal

Financial Proposals of all Qualified Consultants in accordance with clause 5.2 and 5.3 of Letter

of Invitation shall be opened.

The consultancy services will be awarded to the consultant who has offered the lowest

evaluated Bid Price in accordance with clause 1.3 and 5.3.

12. Commencement of Assignment (Date, Location): The Consultants shall commence the

services within fifteen days of the date of effectiveness of the contract at locations as

required for the project stretch stated in TOR. (Ref. Para 9.2)

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APPENDIX I

TERMS OF REFERENCE (TOR)

Consultancy Services for renovation & furnishing of Auditorium including comprehensive

integrated planning of Interior Acoustic, Audio-Video, and General & Stage Lighting, Fire

Fighting.

17

Terms of Reference for Consultancy Services (TOR)

1. General

Indian Academy of Highway Engineers (IAHE) herein after called client has proposed

to engage eligible Consultants for renovation & furnishing of Auditorium including

comprehensive integrated planning of Interior Acoustic, Audio-Video, and General & Stage

Lighting, Fire Fighting at IAHE , Noida.

2. Scope of Services

In consideration of the fees required to be quoted, the consultant shall faithfully,

expeditiously, economically and honestly perform the services in connection with the said

work which includes but not be limited to the following:-

(a) Undertaking site visits to collect details /data /information required for planning

purpose, holding necessary discussions with client and attending meetings at site /Ministry as

and when required.

(b) Preparation of detailed project report for renovation & furnishing of Auditorium

alongwith all requisite drawings and specifications.

( c) Preparation and submission of concept as well as detailed architectural drawings

including internal and external finishing, flooring, firefighting, fire detection, electrification,

ACs, Telephones, acoustic, interior planning, joinery details, Audio –Video, Stage lighting,

furniture and fixture details and other specialized services as per requirement of the project

suitable for execution including necessary approvals from IAHE. The design and detailing of

different component shall follow relevant IS /International standards.

(d) Preparation and submission of detailed estimates of quantities with cost based on

prevailing market rates /SOR including analysis of rates, detailed calculation sheets.

(e) Preparation and submission of proposal document for procurement of contractor and

assist client for the purpose of tendering process, evaluation of proposals and award of work to

eligible firm/contractor as per Ministry’s guidelines.

(f) Carrying out all modification /deletion /addition/ alternation in design/ drawings/

documents as required by IAHE for proper documentation and execution of work at site till

completion and handing over of the work to IAHE.

(g) Supervision of work to ensure adherence on the part of the Contractor executing the

work as per detailed drawings and specification including sorting out problems and issues of

the necessary clarifications at site including preparation of additional drawings and details for

proper execution of work at site.

(h) Assistance to the client in administration of the contract with work contractor.

18

(i) Assistance to the client for any third party certification of the works and clearance, if

any, required.

(j) Scrutiny of bill of the work contractor, site measurements and preparation of

measurement book and certification to client for payment. Team Leader will be responsible for

100% certification of bills of contractor.

(k) Issue of completion certificate to the contractor.

3. Schedule of Services

Schedule date of completion of services is one year. The schedule of services shall be

as under:-

S.No. Description of Items Time Schedule

1. Stage-I

Preparation and submission of preliminary

project report, layout plan containing conceptual

design and drawings and draft proposalding

document along with preliminary cost estimate.

Within one month of

commencement of services.

2. Stage -II

Preparation and submission of detailed project

report (DPR) including working architectural

drawings having all interior details mentioned in

scope of services, designs complete in all respect,

final proposalding document for procurement of

civil work contractor along with detailed cost

estimate

Within three month of


3. Stage-III

To assist IAHE in procurement of work

contractor for award of work to the eligible firm.

Within five month of


4. Stage-IV

Monitoring and supervision of construction work

to ensure that work is executed as per drawings

and specifications.

Within eleven month of


5. Stage-V

Finalization of final bill of contractor,

submission of completion report and issuance of

completion certificate to the contractor.

Within twelve month of


19

4. Schedule of Payment

The schedule of payment shall be as under:

Sl.No. Description of Items Payment Schedule

(cumulative)

1. On completion of Stage-I as detailed above to

the satisfaction of client.

10% of total consultancy

agreement amount

2. On completion of Stage-II as detailed above

to the satisfaction of client.


agreement amount

3. On completion of procurement of work

contractor i.e. after issuance of LOA to work

contractor


agreement amount

4. On 10% of physical progress of work

contractor


agreement amount


contractor


agreement amount


contractor


agreement amount


contractor


agreement amount

8. On substantial completion of work contract

i.e. on handing over of work to employer


agreement amount

9. On finalization of final bill of contractor,

submission of completion report and issuance

of completion certificate to the contractor.


agreement amount

5. Consultants Key Experts

Consultant is required to engage one key expert i.e. Architect who will also work as

Team Leader. He shall have degree in Architecture and fifteen years professional

experience. He shall have completed atleast two similar assignments in the position of key

expert. Consultant shall engage non-key experts such as Asstt. Architect, Civil Engineer,

Electrical Engineer, Acoustic & Audio-Video Engineer based on their own estimation of the

requirement and submit details thereof in the Technical Proposal.

6. Terms and conditions

(a) The work shall be carried out strictly as per IS Codes, Govt. circulars and relevant

recommendations of International standards.

(b) All the stages of consultancy shall be completed by the Consultant according to the time

schedule specified herein and shall be strictly adhered to. The work throughout contract period

shall be carried out with diligence as time being the essence of the contract. In the event of

failure on the part of consultant to provide services for any stage within the time schedule, the

client may levy Liquidity [email protected]% of agreement value per day for delay in completion

mailto:[email protected]%25

20

of work subject to a maximum 5% of the agreement. Client may rescind the contract agreement

of the consultant by giving 30 days’ notice. The Client may get the balance work done at the

risk and cost of the architect/consultant.

(c) No price escalation on any account will be payable.

(d) The consultant shall carefully study the scope of work to be carried out and site situation

etc. The client will not pay any extra or rate difference for any reason in case the Consultant

claims after acceptance of contract to have misjudged the work.

(e) The applicant shall note that no deviations from the general terms & conditions of the

contract or commercial conditions with this proposal are acceptable & it will be presumed that

the consultant agrees entirely with it.

(f) Submissions of tender by the Consultant imply that he has read the instructions and a

condition herein contained and has made him aware of the scopes and specifications of the

work to be done at site.

(g) Request for reschedule of mile stone and extension of time to be eligible for

consideration shall be made by the Consultant in writing within ten days of the event causing

delay to the client. The Consultant may also, if practicable, indicate in such a request for which

extension is desired. In such case, the client may give a fair and reasonable extension of time

and reschedule the mile stone for completion of work. Such extension shall be communicated

to the consultant by the client in writing within ten days of the date of receipt of such request.

Non application by the consultant for extension of time shall be not be a bar for giving a fair

and reasonable extension by the client and this shall be binding on the consultant.

(h) In the event of any dispute, difference or question arising concerning this consultancy,

the matter shall be referred to Director, IAHE whose decision shall be final and binding upon

the parties.

(i) The client may at his own liberty postpone/ abandon or execute part of the scheme and

in such eventuality the consultant shall not be entitled for any compensation for non-execution

except the fee which is payable to the Consultant up to the stage of services then in progress.

(j) The consultant shall be required to attend the concerned Authority’s of IAHE as and

when desired along with complete plan/ design and specifications or any other material required

for the project. The client has to be satisfied from the angle of effectiveness and technical

soundness.

(k) Any local indirect taxes like service tax /VAT shall be reimbursed by the client upon

submission of proof of deposit of such taxes.

(l) Consultant will have no power to either change in scope of work of the contractor are

approved any variation. Any such requirement shall be got approved from the client before

issue to the contractor.

(m) The consultant has to work in close coordination with the client, any changes/

suggestion at any time/ stage required during the execution of work will be entertained/

incorporated accordingly which shall be considered as part of the job.

21

(n) The consultants is required to provide professional, objective, and impartial advice and

at all times hold the Client’s interest paramount, without any consideration for future work, and

strictly avoid conflicts with other assignments or their worn corporate interest.

(o) Consultants have an obligation to disclose any situation of actual or potential conflict

that impacts their capacity to serve the best interest of their Client, or that may reasonably be

perceived as having this effect. Failure to disclose said situations may lead to the

disqualification of the Consultant or the termination of its Contract

(p) The consultant shall observe the highest standard of ethics during the selection and

execution of such contracts. In pursuance of this policy, IAHE for the purpose of this paragraph,

the terms set forth below as follows:

(i) “corrupt practice” means the offering, giving, receiving, or soliciting, directly or

indirectly, of anything of value to influence the action of a public official in the

selection process or in contract execution;

(ii) “fraudulent practice” means a misrepresentation or omission of facts in order to

influence a selection process or the execution of a contract.

(iii) “collusive practices” means a scheme or arrangement between two or more

consultants with or without the knowledge of the Client, designed to establish prices

at artificial, non competitive levels;

(iv) “coercive practices” means harming or threatening to harm, directly or indirectly,

persons or their property to influence their participation in a procurement process,

or affect the execution of a contract.

(v) “undesirable practice” means (i) establishing contact with any person connected

with or employed or engaged by the client with the objective of canvassing,

lobbying or in any manner influencing or attempting to influence the Selection

Process; or (ii) having a Conflict of Interest; and

(vi) “restrictive practice” means forming a cartel or arriving at any understanding or

arrangement among Applicants with the objective of restricting or manipulating a

full and fair competition in the Selection Process.

22

Enclosure-I

QUALIFICATION AND EXPERIENCE REQUIREMENT OF KEY PERSONNEL

Architect (Team Leader)

i) Educational Qualification

Essential Graduate or equivalent in Architecture.

Desirable Post graduate in Architecture/Town

Planning.

ii) Essential Experience

a) Total Professional Experience Min. 15 years

b) Experience in similar type of

works

2 Works of renovation & furnishing of

minimum 150 seating capacity of

Auditorium

iii) Age Limit

70 years on the date of submission of

proposal

Asstt. Architect


Essential Diploma in Architecture

Desirable Graduate or equivalent in Architecture.




works

One Work of renovation & furnishing of


Auditorium

iii) Age Limit


proposal

23

Enclosure-I (contd.)


Civil Engineer


Essential Diploma in Civil Engineering

Desirable Graduate or equivalent in Civil

Engineering.




works

One Work of renovation & furnishing of


Auditorium

iii) Age Limit


proposal

Electrical Engineer


Essential Graduate or equivalent in Electrical

Engineering.

Desirable Post graduate or equivalent in Electrical

Engineering.




works

One Work of Electrical designing for

renovation & furnishing of minimum 150

seating capacity of Auditorium

iii) Age Limit


proposal

24

Enclosure-I (contd.)


Acoustic and Audio-Video Consultant


Essential Graduate or equivalent in Electronics

Engineering.

Desirable Post graduate or equivalent in Electrical

Electronics Engineering.




works

One Work of Acoustic and Audio-Video

designing for renovation & furnishing of


Auditorium

iii) Age Limit


proposal

25

APPENDIX-II

Proof of Eligibility

Form-E1

Letter of Proposal (On Applicant’s letter head)

(Date and Reference)

To, **********

*********

*********

Sub: Appointment of Architect/ Consultant for Consultancy Services for Renovation

& furnishing of Auditorium including comprehensive integrated planning of Interior

Acoustic, Audio-Video, and General & Stage Lighting, Fire Fighting at IAHE, Noida

Dear Sir,

With reference to your RFP Document dated 22nd May 2015, I/we, having examined all relevant

documents and understood their contents, hereby submit our Proposal for selection as

Architect/ Consultant for Consultancy Services for Renovation & furnishing of

Auditorium including comprehensive integrated planning of Interior Acoustic, Audio-

Video, and General & Stage Lighting, Fire Fighting at IAHE, Noida. The proposal is

unconditional and unqualified.

2. All information provided in the Proposal and in the Appendices is true and correct and all

documents accompanying such Proposal are true copies of their respective originals.

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

aforesaid Project.

4. I/We shall make available to the Authority any additional information it may deem

necessary or require for supplementing or authenticating the Proposal.

5. I/We acknowledge the right of the authority to reject our application without assigning

any reason or otherwise and hereby waive our right to challenge the same on any account

whatsoever.

6. I/We certify that in the last three years, we or any of our Associates have neither failed to

perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial

authority or a judicial pronouncement or arbitration award against the Applicant, nor been

26

expelled from any project or contract by any public authority nor have had any contract

terminated by any public authority for breach on our part.

7. I/We understand that you may cancel the Selection Process at any time and that you are

neither bound to accept any Proposal that you may receive nor to select the Consultant,

without incurring any liability to the Applicants in accordance with Clause 9 of the RFP

document.

8. I/We declare that we/any member of the consortium, are/is not a Member of any other

Consortium applying for Selection as a Consultant.

9. I/We certify that in regard to matters other than security and integrity of the country, we

or any of our Associates have not been convicted by a Court of Law or indicted or adverse

orders passed by a regulatory authority which would cast a doubt on our ability to

undertake the Consultancy for the Project or which relates to a grave offence that outrages

the moral sense of the community.

10. I/We further certify that in regard to matters relating to security and integrity of the

country, we have not been charge-sheeted by any agency of the Government or convicted

by a Court of Law for any offence committed by us or by any of our Associates.

11. I/We further certify that no investigation by a regulatory authority is pending either

against us or against our Associates or against our CEO or any of our

Directors/Managers/employees.

12. I/We hereby irrevocably waive any right or remedy which we may have at any stage at

law or howsoever otherwise arising to challenge or question any decision taken by the

Authority [and/ or the Government of India] in connection with the selection of

Consultant or in connection with the Selection Process itself in respect of the above

mentioned Project.

13. The Bid Security of Rs. 50,000/- (Rupees fifty thousand only) in the form of a Demand

draft/ Banker Cheque is attached, in accordance with the RFP document.

14. I/We agree and understand that the proposal is subject to the provisions of the RFP

document. In no case, shall I/we have any claim or right of whatsoever nature if the

Consultancy for the Project is not awarded to me/us or our proposal is not opened or

rejected.

15. I/We agree to keep this valid for 60 (Sixty days) days from the Proposal Due Date

specified in the RFP.

16. A Power of Attorney in favour of the authorized signatory to sign and submit this Proposal

and documents is attached herewith.

27

17. In the event of my/our firm/consortium being selected as the Consultant, I/we agree to

enter into any Agreement in accordance with the form Appendix V of the RFP. We agree

not to seek any changes in the aforesaid form and agree to abide by the same.

18. I/We have studied RFP and all other documents carefully and also surveyed the Project

site. We understand that except to the extent as expressly set forth in the Agreement, we

shall have no claim, right or title arising out of and documents or information provided to

us by the Authority or in respect of any matter arising out of or concerning or relating to

the Selection Process including the award of Consultancy.

19. The Proof of Eligibility and Technical proposal are being submitted in separate covers in

hard copy and they are being submitted online also. Financial Proposal is being submitted

online only .This Proof of Eligibility read with Technical Proposal and Financial Proposal

shall constitute the Application which shall be binding on us.

20. I/We agree and undertake to abide by all the terms and conditions of the RFP Document.

In witness thereof, I/we submit this Proposal under and in accordance with the terms of

the RFP Document.

Yours faithfully,

(Signature, name and designation of the authorized signatory)

(Name and seal of the Applicant/Lead Member)

Enclosures:

1. Power of Attorney (POA) as mentioned in para 1.7 of LOI.

2. Bid Security as mentioned in para 3.1.1 of LOI.

3. Firm’s relevant experience as mentioned in para 3.1.1 of LOI (Form E-2 with

enclosures).

4. Firm’s turnover as mentioned in para 3.1.1 of LOI (Form E-3 with enclosures).

28

Appendix- II

Form-E2/T2

FIRM’S RELEVENT EXPERIENCE

Relevant Services Carried out in the Last Seven Years (2008-09 onwards)

Which Best Illustrate Qualifications

The following information should be provided in the format below for each reference

assignment for which your firm, either individually as a corporate entity or as one of the major

companies within a consortium, was legally contracted by the client:

Assignment Name:

Country:

Location within Country : Professional Staff Provided

by your firm:

Name of Client :

No. of Staff :

Address :

No. of Staff Months :

Start Date

(Month /

Year)

Completion Date

(Month / Year)

Approx. Value of

Consultancy Services : (in INR) :

Executed Value of the Project : (in INR):

Narrative Description of Project :

Description of Actual Services Provided by your Company:

Signature of Authorized Representative

(Certificate from Employer regarding experience should be furnished)

29

APPENDIX-II

Form- E3

Financial Capacity of the Applicant

Name of Applicant:

S.No. Financial Year Annual Revenue

(Rs)

1 2014-15

2 2013-14

3 2012-13

Certificate from Chartered Accountant

This is to certify that --------------(name of the Applicant) has

received the payments shown above against the respective years on

account of Consultancy Services.

Name of the Chartered Accountant/ firm

Seal of the Chartered Accountant/ firm

Date

(Signature, name and designation of the authorized signatory)

Note:

Please do not attach any printed Annual Financial Statement.

30

Appendix III

(Form-T1)

TECHNICAL PROPOSAL

FROM: TO:

_______________________________ ______________________________

______________________________ ______________________________

_______________________________ ______________________________

_______________________________ ______________________________

Sir:

Subject Consultancy Service for

____________________________

____________________________

Regarding Technical Proposal

I/We _____________________________ Consultant/ Consultancy firm herewith enclose

Technical Proposal for selection of my/our firm/organization as Consultant for

______________________________.

Yours faithfully,

Signature ___________________

Full Name __________________

Designation _________________

Address ____________________

(Authorized Representative)

31

Form- T3

SITE APPRECIATION

Shall give details of site as per actual site visit and data provided in RFP and collected

from site supported by photographs to demonstrate that responsible personnel of the

Consultant have actually visited the site and familiarized with the salient

details/complexities and scope of services.

32

Form- T4

COMMENTS/ SUGGESTIONS OF CONSULTANT ON THE TERMS OF REFERENCE

1.

2.

3.

4.

5.

….

….

33

Form- T5

Composition of the Team Personnel and the task

Which would be assigned to each Team Member

I. Technical/Managerial Staff

S.No. Name Position Task Assignment

1.

2.

3.

4.

….

….

….

34

Form- T6

APPROACH PAPER ON METHODOLOGY PROPOSED FOR PERFORMING THE

ASSIGNMENT

The approach and methodology will be detailed precisely under the following topics.

1) Composition of the team [not more than 1 page]

2) Methodology for services, surveying, data collection [not more than 2 pages]

and analysis

3) Quality Assurance system for consultancy assignment [not more than 1 page]

.

35

Form- T7

Format of Curriculum Vitae (CV) For Proposed Key Staff

1. Proposed Position: __________________________________________

2. Name of Staff: ______________________________________

3. Date of Birth : _______________________(Please furnish proof of age)

4. Nationality: ____________________________________________

5. Educational Qualification:

(Summarize college/university and other specialized education of staff member, giving names

of schools, dates attended and degrees obtained). (Please furnish proof of qualification)

6. Contact Address with Phone and mobile numbers:_____________________

7. Membership of Professional Societies: _________________________________

8. Publication:

(List of details of major technical reports/papers published in recognized national and

international journals)

9. Employment Record:

(Starting with present position, list in reversed order, every employment held. List all positions

held by staff member since graduation, giving dates, names of employing organization, title of

positions held and location of assignments. For experience period of specific assignment must

be clearly mentioned, also give client references, where appropriate).

10. Summary of the CV

(Furnish a summary of the above CV. The information in the summary shall be precise and

accurate. The information in the summary will have bearing on the evaluation of the CV).

A) Education:

i) Field of Graduation and year

ii) Field of post graduation and year

iii) Any other specific qualification

B) Experience

i) Total experience in the similar field: ____________ Yrs

ii) Responsibilities held :

i) __________________Yrs.

ii) ________________ Yrs.

iii) _________________ Yrs.

iii) Relevant Experience : __________ Yrs.

C) Permanent Employment with the Firm (Yes/No):

Photo

36

If yes, how many years :

If no, what is the employment :

Arrangement with the firm ?

Certification :

1 I am willing to work on the project and I will be available for entire duration of the

project assignment and I will not engage myself in any other assignment during the currency

of this assignment on the project

2 I, the undersigned, certify that to the best of my knowledge and belief, this bio data

correctly describes myself my qualification and my experience.

Signature of the Candidate ____________________

Place ____________________

Date ____________________

Signature of the Authorized Representative of the firm____________________

Place ____________________

Date ____________________

Note: Each page of the CV shall be signed in ink by both the staff member and the Authorized

Representative of the firm. Photocopies will not be considered for evaluation.

37

UNDERTAKING FROM THE PROFESSIONAL

I, …………………. (Name and Address) have not left any assignment with the consultants

engaged by MORT&H/ contracting firm (firm to be supervised now) for any continuing works

of MORT&H without completing my assignment. I will be available for the entire duration of

the current project (named…………..). If I leave this assignment in the middle of the

completion of the work, I may be debarred for an appropriate period to be decided by IAHE. I

have also no objection if my services are extended by IAHE for this work in future.

UNDERTAKING FROM CONSULTING FIRM

The undersigned on behalf of ………………. (name of consulting firm) certify that

Shri………………………(name of the proposed personnel and address) to the best of our

knowledge has not left his assignment with any other consulting firm engaged by MORT&H /

contracting firm (firm to be supervised now) for the ongoing projects. We understand that if the

information about leaving the past assignment with MORT&H/IAHE without completing his

assignment is known to IAHE, IAHE would be at liberty to remove the personnel from the

present assignment and debar him for an appropriate period to be decided by IAHE.

38

Appendix IV

(Form-I)

FINANCIAL PROPOSALS

FROM: TO:

________________________ ________________________

________________________ ________________________

________________________ ________________________

Sir:

Subject: Consultants’ Services for

____________________________

____________________________

Regarding Price Proposal

I/We____________________________________ Consultant/consultancy firm herewith

enclose

*Price Proposal for selection of my/our firm/organization as Consultant for

________________

Yours faithfully,

Signature________________

Full Name_______________

Designation______________

Address_________________

(Authorized

Representative)

*The Financial proposal is to be filled strictly as per the format given in RFP.

39

Form of Financial Proposal

Name of Work: Consultancy Services for renovation & furnishing of Auditorium

including comprehensive integrated planning of Interior Acoustic, Audio-Video, and

General & Stage Lighting, Fire Fighting at IAHE, Noida

Description of services Lump sum amount to be

quoted in Rs (in figures)

Lump sum to be quoted

in Rs. (in words)

1. Providing consultancy services

for planning, design, preparation

of DPR (including cost estimate

for civil work), supervision and

finalization of work as per scope

of services defined in TOR

complete in all respect.

2. Service Tax

3. Total

Note:

(i) The work will be awarded based on lowest quoted rate excluding service tax.

(ii) No escalation will be payable during the consultancy services.

(iii) Service Tax will be reimbursed by client upon submission of proof of deposit of the same.

(iv) In case of discrepancy in amount quoted in figures and words, amount quoted in words

shall prevail.

(Authorized Signatory)

For and on behalf of M/s ________

40

Appendix V

Section-V-Draft Contract Agreement

41

CONTRACT AGREEMENT

BETWEEN

INDIAN ACADEMY OF HIGHWAY ENGINEERS

A-5, Institutional Area, Sector-62, Noida (U.P)

AND

_ _ _

FOR

Consultancy Services for renovation & furnishing of Auditorium at IAHE, Noida

42

CONTENTS

Clause

1. General

1.1 Definitions and Interpretation

1.2 Relation between the Parties

1.3 Rights and Obligations

1.4 Governing law and jurisdiction

1.5 Language

1.6 Table of contents and headings

1.7 Notices

1.8 Location

1.9 Authority of Member-in-Charge

1.10 Authorized representatives

1.11 Taxes and duties

2. Commencement, Completion and Termination of Agreement

2.1 Effectiveness of Agreement

2.2 Commencement of Services

2.3 Termination of Agreement for failure to commence Services

2.4 Expiration of Agreement

2.5 Entire Agreement

2.6 Modification of Agreement

2.7 Force Majeure

2.8 Suspension of Agreement

2.9 Termination of Agreement

3. Obligations of the Consultant

3.1 General

3.2 Conflict of Interest

3.3 Confidentiality

43

3.4 Liability of the Consultant

3.5 Insurance to be taken out by the Consultant

3.6 Accounting, inspection and auditing

3.7 Consultant’s actions requiring the client’s prior approval

3.8 Reporting obligations

3.9 Documents prepared by the Consultant to be the property of the client

3.10 Equipment and materials furnished by the client

3.11 Providing access to the Project Office and Personnel

3.12 Accuracy of Documents

4. Consultant’s Personnel and Sub-Consultant

4.1 General

5. Obligations of the client

5.1 Assistance in clearances etc.

5.2 Access to land and property

5.3 Change in Applicable Law

5.4 Payment

6. Payment to the Consultant

6.1 Cost estimates and Agreement Value

6.2 Currency of payment

6.3 Mode of billing and payment

7. Liquidated damages and penalties

7.1 Performance Security

7.2 Liquidated Damages

7.3 Penalty for deficiency in Services

8. Fairness and Good Faith

8.1 Good Faith

8.2 Operation of the Agreement

9. Settlement of Disputes

9.1 Amicable settlement

9.2 Dispute resolution

44

9.3 Conciliation

9.4 Arbitration

ANNEXES

Annex 1: Terms of Reference

Annex 2: Cost of Services

Annex 3: Payment Schedule

Annex 4: Bank Guarantee for Performance Security

45

FORM OF AGREEMENT

AGREEMENT

FOR

CONSULTANCY SERVICES for “Renovation & furnishing of Auditorium including comprehensive

integrated planning of Interior Acoustic, Audio-Video, and General & Stage Lighting, Fire Fighting at IAHE,

Noida

AGREEMENT No.______________________

This AGREEMENT (hereinafter called the “ Agreement”) is made on the _______ day of the month

of _________2014, between, on the one hand, Indian Academy of highway Engineers, A-5, Institutional

area, Sector-62, Noida, (hereinafter called the “Employer” which expression shall include their respective

successors and permitted assigns, unless the context otherwise requires) and, on the other

hand___________________________________(hereinafter called the “Consultant” which expression

shall include their respective successors and permitted assigns).

WHEREAS

(A) The Ministry vide its Request for Proposal for providing Consultancy Services for “Renovation &

furnishing of Auditorium including comprehensive integrated planning of Interior Acoustic, Audio-

Video, and General & Stage Lighting, Fire Fighting at IAHE, Noida ” by Architectural Agency/ design

consultant (hereinafter called the “Consultancy”).

(B) The Consultant submitted its proposal for the aforesaid consultancy work, whereby the Consultant

represented to the Ministry that it had the required professional skills, and in the said proposal the

Consultant also agreed to provide the Services to the Ministry on the terms and conditions as set forth in

the RFP and this Agreement; and

(C) The Ministry, on acceptance of the aforesaid proposal of the Consultant, awarded the Consultancy

to the Consultant vide its Letter of Award No. _____________(the “LOA”); and

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

NOW, THEREFORE, the parties hereto agree as follows:-

46

1. GENERAL

1.1 Definitions and Interpretation

1.1.1 The words and expressions beginning with capital letters and defined in this Agreement shall, unless

the context otherwise requires, have the meaning hereinafter respectively assigned to them:

(a) “Additional Costs” shall have the meaning set forth in Clause 6.1.3;

(b) “Agreement” means this Agreement, together with all the Annexes;

(c) “Agreement Value” shall have the meaning set forth in Clause 6.1.2;

(d) “Applicable Laws” means the laws and any other instruments having the force of law in India

as they may be issued and in force from time to time;

(e) “Confidential Information” shall have the meaning set forth in Clause 3.3;

(f) “Client” means Ministry of Road Transport and Highways, Government of India.

(g) “Conflict of Interest” shall have the meaning set forth in Clause 3.2 read with the provisions of

RFP;

(h) “Dispute” shall have the meaning set forth in Clause 9.2.1;

(i) “Effective Date” means the date on which this Agreement comes into force and effect pursuant

to Clause 2.1;

(j) “Expatriate Personnel” means such persons who at the time of being so hired

had their domicile outside India;

(k) “Government” means the Government of India;

(l) “INR, Re. or Rs.” means Indian Rupees;

(m) “Member”, in case the Consultant consists of a joint venture or consortium of more than one

entity, means any of these entities, and “Members” means all of these entities;

(n) “Party” means the Client means Ministry of Road Transport and Highways, Government of India.

or the Consultant, as the case may be, and Parties means both of them;

(o) “Personnel” means persons hired by the Consultant or by any Sub-Consultant as employees

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

(p) “Resident Personnel” means such persons who at the time of being so hired had their domicile

inside India;

(q) “RFP” means the Request for Proposal document in response to which the Consultant’s proposal for providing Services was accepted;

(r) “Services” means the work to be performed by the Consultant pursuant to

this Agreement, as described in the Terms of Reference hereto;

(s) “Sub-Consultant” means any entity to which the Consultant

47

Subcontracts any part of the Services in accordance with the provisions of Clause 4.7; and

(t) “Third Party” means any person or entity other than the Government, the

Authority, the Consultant or a Sub-Consultant.

All terms and words not defined herein shall, unless the context

otherwise requires, have the meaning assigned to them in the RFP.

1.1.2 The following documents along with all addenda issued there to shall be

deemed to form and be read and construed as integral parts of this Agreement and in case of

any contradiction between or among them the priority in which a document would prevail

over another would be as laid down below beginning from the highest priority to the lowest

priority:

(a) Agreement;

(b) Annexes of Agreement;

(c) RFP; and

(d) Letter of Acceptance

1.2 Relation between the Parties

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

of agent and principal as between the Client and the Consultant. The Consultant shall, subject

to this Agreement, have complete charge of Personnel performing the Services and shall be fully

responsible for the Services performed by them or on their behalf hereunder.

1.3 Rights and obligations

The mutual rights and obligations of the Client and the Consultant shall be as set forth in the

Agreement, in particular:

(a) the Consultant shall carry out the Services in accordance with the provisions of

the Agreement; and

(b) the Client shall make payments to the Consultant in accordance with

the provisions of the Agreement.

1.4 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by the laws of India,

and the courts at Delhi shall have exclusive jurisdiction over matters arising out of or relating to this

Agreement.

1.5 Language

All notices required to be given by one Party to the other Party and all other communications,

documentation and proceedings which are in any way relevant to this Agreement shall be in writing and

in English language.

1.6 Table of contents and headings

48

The table of contents, headings or sub-headings in this Agreement are for convenience of reference only

and shall not be used in, and shall not affect, the construction or interpretation of this Agreement.

1.7 Notices

Any notice or other communication to be given by any Party to the other Party under or in connection with

the matters contemplated by this Agreement shall be in writing and shall:

(a) in the case of the Consultant, be given by facsimile or e-mail and by letter delivered by hand to

the address given and marked for attention of the Consultant’s Representative set out below in

Clause 1.10 or to such other person as the Consultant may from time to time designate by notice

to the client; provided that notices or other communications to be given to an address outside

India may, if they are subsequently confirmed by sending a copy thereof by registered

acknowledgement due, air mail, by courier or be sent by facsimile to the number as the Consultant

may from time to time designate by notice to the Client;

(b) in the case of the Client, be given by facsimile or by letter delivered by hand and be addressed to

the Client with a copy delivered to the Client Representative set out below in Clause 1.10 or to

such other person as the Client may from time to time designate by notice to the Consultant; and

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

deemed to have been delivered when in the normal course of post it ought to have been delivered

and in all other cases, it shall be deemed to have been delivered on the actual date and time of

delivery; provided that in the case of facsimile, it shall be deemed to have been delivered on the

working days following the date of its delivery.

1.8 Location

The Services shall be performed at the site of the Project in accordance with the provisions of

RFP and at such locations as are incidental thereto, including the offices of the Consultant.

1.9 Authority of Member-in-charge

In case the Consultant consists of a consortium of more than one entity, the Parties agree that

the Lead Member shall act on behalf of the Members in exercising all the Consultant’s rights and

obligations towards the Client under this Agreement, including without limitation the receiving of

instructions and payments from the Client.

1.10 Authorized Representatives

1.10.1 Any action required or permitted to be taken, and any document required or

permitted to be executed, under this Agreement by the Client or the Consultant,

as the case may be, may be taken or executed by the officials specified in this

Clause 1.10.

1.10.2 The Client may, from time to time, designate one of its officials as the Client’s

Representative. Unless otherwise notified, the Client’s Representative shall be:

49

Director,



Sector-62, Noida, U.P.

Pin Code: 201301

1.10.3 The Consultant may designate one of its employee as Consultant’s

Representative. Unless otherwise notified, the Consultant’s Representative shall be:

__________________________________

__________________________________

__________________________________

Tel: ________________________

Mobile: ________________________

Fax: _____________________________

Email: ___________________________

1.11 Taxes and duties

Unless otherwise specified in the Agreement, the Consultant shall pay all such taxes, duties,

fees and other impositions as may be levied under the Applicable Laws and the Client shall

perform such duties in regard to the deduction of such taxes as may be lawfully imposed on it.

2. COMMENCEMENT, COMPLETION AND TERMINATION OF AGREEMENT

2.1 Effectiveness of Agreement

This Agreement shall come into force and effect on the date of this Agreement (the “Effective

Date”).

2.2 Commencement of Services

The Consultant shall commence the Services within a period of 7 (seven) days from the Effective

Date, unless otherwise agreed by the Parties.

2.3 Termination of Agreement for failure to commence Services

If the Consultant does not commence the Services within the period specified in Clause 2.2

above, the Client may, by not less than 2 (two) weeks notice to the Consultant, declare this

Agreement to be null and void.

2.4 Expiration of Agreement

Unless terminated earlier pursuant to Clauses 2.3 or 2.9 hereof, this Agreement shall, unless

extended by the Parties by mutual consent, expire upon the earlier of (i) expiry of a period of 90

(ninety) days after the delivery of the final deliverable to the Client; and (ii) the expiry of 1 (one)

years from the Effective Date. Upon Termination, the Client shall make payments of all amounts

due to the Consultant hereunder.

mailto:[email protected]

50

2.5 Entire Agreement

2.5.1 This Agreement and the Annexes together constitute a complete and exclusive

statement of the terms of the agreement between the Parties on the subject hereof, and no

amendment or modification hereto shall be valid and effective unless such modification or

amendment is agreed to in writing by the Parties and duly executed by persons especially

empowered in this behalf by the respective Parties. All prior written or oral understandings, offers

or other communications of every kind pertaining to this Agreement are abrogated and

withdrawn; provided, however, that the obligations of the Consultant arising out of the provisions

of the RFP shall continue to subsist and shall be deemed to form part of this Agreement.

2.5.2 without prejudice to the generality of the provisions of Clause 2.5.1, on matters not covered by this Agreement, the provisions of RFP shall apply.

2.6 Modification of Agreement

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

Services, may only be made by written agreement between the Parties. Pursuant to Clauses 4.2.3 and

6.1.3 hereof, however, each Party shall give due consideration to any proposals for modification made by

the other Party.

2.7 Force Majeure

2.7.1 Definition

(a) For the purposes of this Agreement, “Force Majeure” means an event which is beyond the

reasonable control of a Party, and which makes a Party’s performance of its obligations hereunder

impossible or so impractical as reasonably to be considered impossible in the circumstances, and

includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or

other adverse weather conditions, strikes, lockouts or other industrial action (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-Consultant or agents or employees, nor (ii) any event which

a diligent Party could reasonably have been expected to both

(A) take into account at the time of the conclusion of this Agreement, and

(B) avoid or overcome in the carrying out of its 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 Agreement

The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of,

or default under, this Agreement insofar as such inability arises from an event of Force Majeure, provided

that the Party affected by such an event has taken all reasonable precautions, due care and reasonable

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

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2.7.3 Measures to be taken

(a) A Party affected by an event of Force Majeure shall take all reasonable measures to remove such

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

(b) A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as

possible, and in any event not later than 14 (fourteen) days following the occurrence of such event,

providing evidence of the nature and cause of such event, and shall similarly give notice of the

restoration of normal conditions as soon as possible.

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

Majeure.

2.7.4 Extension of time

Any period within which a Party shall, pursuant to this Agreement, complete any action or task, shall be

extended for a period equal to the time during which such Party was unable to perform such action as a

result of Force Majeure.

2.7.5 Payments

During the period of its inability to perform the Services as a result of an event of Force Majeure, the

Consultant shall be entitled to be reimbursed for additional costs reasonably and necessarily incurred by it

during such period for the purposes of the Services and in reactivating the Services after the end of such

period.

2.7.6 Consultation

Not later than 30 (thirty) days after the Consultant has, as the result of an event of Force Majeure, become

unable to perform a material portion of the Services, the Parties shall consult with each other with a view to

agreeing on appropriate measures to be taken in the circumstances.

2.8 Suspension of Agreement

The Client may, by written notice of suspension to the Consultant, suspend all payments to the Consultant

hereunder if the Consultant shall be in breach of this Agreement or shall fail to perform any of its obligations

under this Agreement, including the carrying out of the Services; provided that such notice of suspension (i)

shall specify the nature of the breach or failure, and (ii) shall provide an opportunity to the Consultant to

remedy such breach or failure within a period not exceeding 30 (thirty) days after receipt by the Consultant

of such notice of suspension.

2.9 Termination of Agreement

2.9.1 By the Client

The Client may, by not less than 30 (thirty) days written notice of termination to the Consultant,

such notice to be given after the occurrence of any of the events specified in this Clause 2.9.1,

terminate this Agreement if:

(a) the Consultant fails to remedy any breach hereof or any failure in the performance

of its obligations hereunder, as specified in a notice of suspension pursuant to

52

Clause

2.8

herein

above,

within

30

(thirty)

days of receipt of such notice of suspension or within such further period as the

Client may have subsequently granted in writing;

(b)

Consultant becomes insolvent or bankrupt or enters into any agreement with its

creditors for relief of debt or take advantage of any law for the benefit of debtors

or goes into liquidation or receivership whether compulsory or voluntary;

(c) the Consultant fails to comply with any final decision reached

result of arbitration proceedings pursuant to Clause 9 hereof;

as a

(d)

(e)

(f)

the Consultant submits to the client a statement which has a material effect on

the rights, obligations or interests of the Authority and which the Consultant knows

to be false;

any document, information, data or statement submitted by the Consultant in its

Proposals, based on which the Consultant was considered eligible or successful,

is found to be false, incorrect or misleading;

as the result of Force Majeure, the Consultant is unable to perform a material

portion of the Services for a period of not less than 60 (sixty) days; or

(g)

the client, in its sole discretion

decides to terminate this Agreement.

and for any reason whatsoever,

53

2.9.2 By the Consultant

The Consultant may, by not less than 30 (thirty) days‟ written notice to the Client, such notice

to be given after the occurrence of any of the events specified in this Clause 2.9.2, terminate

this Agreement if:

(a) the Client fails to pay any money due to the Consultant pursuant to

this Agreement and not subject to dispute pursuant to Clause 9 hereof within 45 (forty

five) days after receiving written notice from the Consultant that such payment is overdue;

(b) the Client is in material breach of its obligations pursuant to this Agreement and

has not remedied the same within 45 (forty five) days (or such longer period as

the Consultant may have subsequently granted in writing) following the receipt by

the Client of the Consultant’s notice specifying such breach;

(c) as the result of Force Majeure, the Consultant is unable to perform a material

portion of the Services for a period of not less than 60 (sixty) days; or

(d) the Client fails to comply with any final decision reached as a result of arbitration

pursuant to Clause 9 hereof.

2.9.3 Cessation of rights and obligations

Upon termination of this Agreement pursuant to Clauses 2.3 or 2.9 hereof, or upon expiration of this

Agreement pursuant to Clause 2.4 hereof, all rights and obligations of the Parties hereunder shall cease,

except (i) such rights and obligations as may have accrued on the date of termination or expiration, or

which expressly survive such Termination; (ii) the obligation of confidentiality set forth in Clause 3.3 hereof;

(iii) the Consultant’s obligation to permit inspection, copying and auditing of such of its accounts and

records set forth in Clause 3.6, as relate to the Consultant’s Services provided under this Agreement; and

(iv) any right or remedy which a Party may have under this Agreement or the Applicable Law.

2.9.4 Cessation of Services

Upon termination of this Agreement by notice of either Party to the other pursuant to Clauses 2.9.1 or

2.9.2 hereof, the Consultant 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

Consultant and equipment and materials furnished by the Authority, the Consultant shall proceed as

provided respectively by Clauses 3.9 or 3.10 hereof.

2.9.5 Payment upon Termination

Upon termination of this Agreement pursuant to Clauses 2.9.1 or 2.9.2 hereof, the Client shall make the

following payments to the Consultant (after offsetting against these payments any amount that may be

due from the Consultant to the Client):

54

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

performed prior to the date of termination;

(ii) reimbursable expenditures pursuant to Clause 6 hereof for

expenditures actually incurred prior to the date of termination; and

(iii) except in the case of termination pursuant to sub-clauses (a) through (e) of

Clause 2.9.1 hereof, reimbursement of any reasonable cost incidental to the prompt and orderly

termination of the Agreement including the cost of the return travel of the Consultant‟s personnel.

2.9.6 Disputes about Events of Termination

If either Party disputes whether an event specified in Clause 2.9.1 or in Clause 2.9.2 hereof has

occurred, such Party may, within 30 (thirty) days after receipt of notice of termination from the

other Party, refer the matter to arbitration pursuant to Clause 9 hereof, and this Agreement shall

not be terminated on account of such event except in accordance with the terms of any resulting

arbitral award.

3. OBLIGATIONS OF THE CONSULTANT

3.1 General

3.1.1 Standards of Performance

The Consultant shall perform the Services and carry out its obligations hereunder with all due

diligence, efficiency and economy, in accordance with generally accepted professional

techniques and practices, and shall observe sound management practices, and employ

appropriate advanced technology and safe and effective equipment, machinery, materials and

methods. The Consultant shall always act, in respect of any matter relating to this Agreement or

to the Services, as a faithful adviser to the Client, and shall at all times support and safeguard

the Client's legitimate interests in any dealings with Sub-Consultants or Third Parties.

3.1.2 Terms of Reference

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

(the “TOR”) at Annexure-1 of this Agreement. The Consultant shall provide the Deliverables

specified therein in conformity with the time schedule stated therein.

3.1.3 Applicable Laws

The Consultant shall perform the Services in accordance with the Applicable Laws and shall

take all practicable steps to ensure that any Sub Consultant, as well as the Personnel and agents

of the Consultant and any Sub-Consultant, comply with the Applicable Laws.

3.2 Conflict of Interest

3.2.1 The Consultant shall not have a Conflict of Interest and any breach hereof shall constitute a breach

of the Agreement.

55

3.2.2 Consultant and Affiliates not to be otherwise interested in the Project

The Consultant agrees that, during the term of this Agreement and after its termination, the Consultant or

any Associate thereof and any entity affiliated with the Consultant, as well as any Sub-Consultant and any

entity affiliated with such Sub-Consultant, shall be disqualified from providing goods, works, services,

loans or equity for any project resulting from or closely related to the Services and any breach of this

obligation shall amount to a Conflict of Interest; provided that the restriction herein shall not apply after a

period of five years from the completion of this assignment or to consulting assignments granted by banks/

lenders at any time; provided further that this restriction shall not apply to consultancy/advisory services

provided to the client in continuation of this Consultancy or to any subsequent consultancy/ advisory

services provided to the client in accordance with the rules of the client. For the avoidance of doubt, an

entity affiliated with the Consultant shall include a partner in the Consultant’s firm or a person who holds

more than 5% (five per cent) of the subscribed and paid up share capital of the Consultant, as the case

may be, and any Associate thereof.

3.2.3 Prohibition of conflicting activities

Neither the Consultant nor its Sub-Consultant nor the Personnel of either of them shall engage, either

directly or indirectly, in any of the following activities:

(a) during the term of this Agreement, any business or professional activities which would

conflict with the activities assigned to them under this Agreement;]

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

Agreement; or

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

3.2.4 Consultant not to benefit from commissions discounts, etc.

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

3.2.5 The Consultant and its Personnel shall observe the highest standards of ethics and shall

not have engaged in and shall not hereafter engage in any corrupt practice, fraudulent

practice, coercive practice, collusive practices, undesirable practice or restrictive practice

(collectively the “Prohibited Practices”). Notwithstanding anything to the contrary

contained in this Agreement, the Authority shall be entitled to terminate this Agreement

forthwith by a communication in writing to the Consultant, without being liable in any

manner whatsoever to the Consultant, if it determines that the Consultant has, directly or

indirectly or through an agent, engaged in any Prohibited Practices in the Selection

Process or before or after entering into of this Agreement. In such an event, the client

shall forfeit and appropriate the performance security, if any, as mutually agreed genuine

pre-estimated compensation and damages payable to the client towards, inter alia, the

time, cost and effort of the Authority, without prejudice to the client’s any other rights or

remedy hereunder or in law.

56

3.2.6 Without prejudice to the rights of the client under Clause 3.2.5 above and the other rights

and remedies which the client may have under this Agreement, if the Consultant is found

by the client to have directly or indirectly or through an agent, engaged or indulged in any

Prohibited Practices, during the Selection Process or before or after the execution of this

Agreement, the Consultant shall not be eligible to participate in any tender or RFP issued

during a period of 2 (two) years from the date the Consultant is found by the client to

have directly or indirectly or through an agent, engaged or indulged in any Prohibited

Practices.

3.2.7 For the purposes of Clauses 3.2.5 and 3.2.6, the following terms shall have the meaning

hereinafter respectively assigned to them:

(a) “Corrupt practice” means the offering, giving, receiving or

soliciting, directly or indirectly, of anything of value to influence the actions of any person

connected with the Selection Process (for removal of doubt, offering of employment or employing

or engaging in any manner whatsoever, directly or indirectly, any official of the client who is or

has been associated in any manner, directly or indirectly with Selection Process or LOA or

dealing with matters concerning the Agreement before or after the execution thereof, at any time

prior to the expiry of one year from the date such official resigns or retires from or otherwise

ceases to be in the service of the Authority, shall be deemed to constitute influencing the actions

of a person connected with the Selection Process); or (ii) engaging in any manner whatsoever,

whether during the Selection Process or after the issue of LOA or after the execution of the

Agreement, as the case may be, any person in respect of any matter relating to the Project or

the LOA or the Agreement, who at any time has been or is a legal, financial or technical adviser

the client in relation to any matter concerning the Project;

(b) “Fraudulent practice” means a misrepresentation or omission of facts or suppression

of facts or disclosure of incomplete facts, in order to influence the Selection Process or

the execution of a contract;

(c) “coercive practice” means impairing or harming, or threatening to impair or harm,

directly or indirectly, any person or property to influence any person‟s participation or

action in the Selection Process or affect the execution of a contract or the exercise of

its rights or performance of its obligations by the Authority under this Agreement;

(d) “undesirable practice” means (i) establishing contact with any person connected with

or employed or engaged by the client with the objective of canvassing, lobbying or in

any manner influencing or attempting to influence the Selection Process; or (ii) having

a Conflict of Interest; and

(e) “restrictive practice” means forming a cartel or arriving at any understanding or

arrangement among Applicants with the objective of restricting or manipulating a full

and fair competition in the Selection Process.

(f) “collusive practices” means a scheme or arrangement between two or more consultants with or without the knowledge of the Client, designed to establish prices at artificial, non competitive levels;

57

Confidentiality

3.3

The Consultant, its Sub-Consultants and the Personnel of either of them shall not, either during

the term or within two years after the expiration or termination of this Agreement disclose any

proprietary information, including information relating to reports, data, drawings, design software

or other material, whether written or oral, in electronic or magnetic format, and the contents

thereof; and any reports, digests or summaries created or derived from any of the foregoing that

is provided by the client to the Consultant, its Sub-Consultants and the Personnel; any

information provided by or relating to the client, its technology, technical processes, business

affairs or finances or any information relating to the client’s employees, officers or other

professionals or suppliers, customers, or contractors of the Client; and any other information

which the Consultant is under an obligation to keep confidential in relation to the Project, the

Services or this Agreement ("Confidential Information"), without the prior written consent of

the client.

Notwithstanding the aforesaid, the Consultant, its Sub-Consultants and the Personnel of either

of them may disclose Confidential Information to the extent that such Confidential Information:

(i) was in the public domain prior to its delivery to the Consultant, its Sub-

Consultants and the Personnel of either of them or becomes a part of the public knowledge from

a source other than the Consultant, its Sub-Consultants and the Personnel of either of them;

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

confidentiality;

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

administrative or arbitral process or by any governmental

instrumentalities, provided that for any such disclosure, the

Consultant, its Sub-Consultants and the Personnel of either of them shall give the client, prompt

written notice, and use reasonable efforts to ensure that such disclosure is accorded confidential

treatment; and

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

representatives of the Consultant or its Sub-Consultants or

Personnel of either of them, as is reasonable under the

circumstances; provided, however, that the Consultant or its Sub Consultants or Personnel of

either of them, as the case may be, shall require their professional advisers, agents, auditors or

its representatives, to undertake in writing to keep such Confidential Information, confidential

and shall use its best efforts to ensure compliance with such undertaking.

3.4 Liability of the Consultant

3.4.1 The Consultant’s liability under this Agreement shall be determined by the

Applicable Laws and the provisions hereof.

3.4.2 Consultant’s liability towards the Authority

The Consultant shall, subject to the limitation specified in Clause 3.4.3, be liable

58

to the client for any direct loss or damage accrued or likely to accrue due to deficiency in Services rendered by it.

3.4.3 The Parties hereto agree that in case of negligence or willful misconduct on the part of the

Consultant or on the part of any person or firm acting on behalf of the Consultant in carrying out

the Services, the Consultant, with respect to damage caused to the Authority‟s property, shall

not be liable to the Authority:

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

(ii) for any direct loss or damage that exceeds (a) the Agreement Value set

forth in Clause 6.1.2 of this Agreement, or (b) the proceeds the Consultant may be entitled to

receive from any insurance maintained by the Consultant to cover such a liability in accordance

with Clause 3.5.2, whichever of (a) or (b) is higher.

This limitation of liability shall not affect the Consultant‟s liability, if any, for damage to Third

Parties caused by the Consultant or any person or firm acting on behalf of the Consultant in

carrying out the Services.

3.5 Insurance to be taken out by the Consultant

Deleted

59

3.6 Accounting, inspection and auditing

The Consultant shall:

(a) keep accurate and systematic accounts and records in respect of the Services provided

under this Agreement, in accordance

with internationally accepted accounting principles and in such form

and detail as will clearly identify all relevant time charges and cost, and the basis

thereof (including the basis of the Consultant‟s costs and charges); and

(b) permit the client or its designated representative periodically, and up to one year

from the expiration or termination of this Agreement, to inspect

the same and make copies thereof as well as to have them audited by auditors

appointed by the client.

3.7 Consultant’s actions requiring the Client's prior approval

The Consultant shall obtain the client's prior approval in writing before taking any of the

following actions:

(a) DELETED

(b) entering into a subcontract for the performance of any part of the Services, it being

understood (i) that the selection of the Sub-Consultant and the terms and conditions of

the subcontract shall have been approved in writing by the client prior to the execution

of the subcontract, and (ii) that the Consultant shall remain fully liable for the

performance of the Services by the Sub Consultant and its Personnel pursuant to this

Agreement; or

(c) any other action that may be specified in the TOR.

3.8 Reporting obligations

The Consultant shall submit to the client the reports and documents specified in the

Agreement, in the form, in the numbers and within the time periods set forth therein.

3.9 Documents prepared by the Consultant to be property of the client

3.9.1 All plans, drawings, specifications, designs, reports and other documents (collectively

referred to as “Consultancy Documents”) prepared by the Consultant (or by the Sub-

Consultants or any Third Party) in performing the Services shall become and remain

the property of the client, and all intellectual property rights in such Consultancy

Documents shall vest with the client. Any Consultancy Document, of which the

ownership or the intellectual property rights do not vest with the client under law, shall

automatically stand assigned to the client as and when such Consultancy Document is

created and the Consultant agrees to execute all papers and to perform such other

acts as the client may deem necessary to secure its rights herein assigned by the client.

3.9.2 The Consultant shall, not later than termination or expiration of this Agreement, deliver

all Consultancy Documents to the Authority, together with a detailed inventory thereof.

60

The Consultant may retain a copy of such Consultancy Documents. The Consultant,

its Sub-Consultants or a Third Party shall not use these Consultancy Documents for

purposes unrelated to this Agreement without the prior written approval of the client.

3.9.3 The Consultant shall hold the client harmless and indemnified for any

losses, claims, damages, expenses (including all legal expenses), awards, penalties or injuries

(collectively referred to as „claims‟) which may arise from or due to any unauthorized use of

such Consultancy Documents, or due to any breach or failure on part of the Consultant

or its Sub-Consultants or a Third Party to perform any of its duties or obligations in relation

to securing the aforementioned rights of the client.

3.10 Equipment and materials furnished by the Authority - DELETED

3.11 Providing access to Project Office and Personnel

The Consultant shall ensure that the client, and officials of the client having authority from the

client, are provided unrestricted access to the Project Office and to all Personnel during office

hours. The Client’s official, who has been authorized by the client in this behalf, shall have the

right to inspect the Services in progress, interact with Personnel of the Consultant and verify

the records relating to the Services for his satisfaction.

3.12. Accuracy of Documents

The Consultant shall be responsible for accuracy of the data collected by it directly or procured

from other agencies/authorities, the designs, drawings, estimates and all other details

prepared by it as part of these services. Subject to the provisions of Clause 3.4, it shall

indemnify the Client against any inaccuracy in its work which might surface during

implementation of the Project, if such inaccuracy is the result of any negligence or inadequate

due diligence on part of the Consultant or arises out of its failure to conform to good industry

practice. The Consultant shall also be responsible for promptly correcting, at its own cost and

risk, the drawings including any re-survey / investigations.

4. CONSULTANT’S PERSONNEL AND SUB-CONSULTANTS

4.1 General

The Consultant shall employ and provide such qualified and experienced Personnel

as may be required to carry out the Services. During assignment, if performance of

any of the personnel is not satisfactory, the Consultant shall forthwith provide as a

replacement, a person meeting the minimum requirement for qualification and

experience.

4.2 Deployment of Personnel

4.2.1 DELETED.

4.2.2 DELETED

4.2.3 If additional work is required beyond the scope of the Services specified in the Terms

of Reference, the charges for that additional work will be mutually decided before

commencement of the additional job.

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4.3 DELETED

4.3.1 DELETED

4.3.2 DELETED

4.4 DELETED

4.5 DELETED

4.6 Team Leader

The consultant shall ensure that at all times during the consultants performance of the services

in NHAI key expert and non key experts as per para 5 of TOR is deployed.

4.7 DELETED

5. OBLIGATIONS OF THE Client

5.1 Assistance in clearances etc.

Unless otherwise specified in the Agreement, the Client shall make best efforts to ensure that

the Government shall:

(a) provide the Consultant, its Sub-Consultants and Personnel with work permits

and such other documents as may be necessary to enable the Consultant, its

Sub-Consultants or Personnel to perform the Services;

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

Services; and

(c) issue to officials, agents and representatives of the Government all such

instructions as may be necessary or appropriate for the prompt and effective

implementation of the Services.

5.2 Access to land and property

The Client warrants that the Consultant shall have, free of charge, unimpeded access to the

site of the project in respect of which access is required for the performance of Services;

provided that if such access shall not be made available to the Consultant as and when so

required, the Parties shall agree on (i) the time extension, as may be appropriate, for the

performance of Services, and (ii) the additional payments, if any, to be made to the Consultant

as a result thereof pursuant to Clause 6.1.3.

5.3 Change in Applicable Law - DELETED

5.4 Payment

In consideration of the Services performed by the Consultant under this Agreement, the client

shall make to the Consultant such payments and in such manner as is provided in Clause 6 of

this Agreement.

6. PAYMENT TO THE CONSULTANT

6.1 Cost estimates and Agreement Value

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6.1.1 An abstract of the cost of the Services payable to the Consultant is set forth in Annex-

2 of the Agreement.

6.1.2 Except as may be otherwise agreed under Clause 2.6 and subject to Clause the

payments under this Agreement shall not exceed the agreement value specified herein

(the “Agreement Value”). The Parties agree that the Agreement Value is

Rs ___________________________________________________________________ .

6.1.3 Notwithstanding anything to the contrary contained in Clause 6.1.2, if pursuant to the

provisions of Clauses 2.6 and 2.7, the Parties agree that additional payments shall be made

to the Consultant in order to cover any additional expenditures not envisaged in the cost

estimates referred to in Clause 6.1.1 above, the Agreement Value set forth in Clause 6.1.2

above shall be increased by the amount or amounts, as the case may be, of any such

additional payments.

6.2 Currency of payment

All payments shall be made in Indian Rupees.

6.3 Mode of billing and payment

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

(a) Mobilization Advance will not be paid in this contract.

(b) The Consultant shall be paid for its services as per the Payment Schedule at

Annex- 3 of this Agreement, subject to the Consultant fulfilling the following

conditions:

(i) No payment shall be due for the next stage till the Consultant completes,

to the satisfaction of the Client, the work pertaining to the preceding stage.

(ii) The Client shall pay to the Consultant, only the undisputed

amount.

(c) The client shall cause the payment due to the Consultant to be made within 30 (thirty)

days after the receipt by the client of duly completed bills with necessary particulars

(the “Due Date”). Interest at the rate of 10% (ten per cent) per annum shall become

payable as from the Due Date on any amount due by, but not paid on or before, such

Due Date.

(d) The final payment under this Clause shall be made only after the final report and a

final statement, identified as such, shall have been submitted by the Consultant

and approved as satisfactory by the Client. The Services shall be deemed completed

and finally accepted by the Client and the final deliverable shall be deemed approved

by the Client as satisfactory upon expiry of 90 (ninety) days after receipt of the final

deliverable by the Authority unless the Authority, within such 90 (ninety) day period,

gives written notice to the Consultant specifying in detail, the deficiencies in the

Services. The Consultant shall thereupon promptly make any necessary corrections

and/or additions, and upon completion of such corrections or additions, the foregoing

process shall be repeated. The Authority shall make the final payment upon

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acceptance or deemed acceptance of the final deliverable by the Client.

(e) Any amount which the Client has paid or caused to be paid in excess of the

amounts actually payable in accordance with

the provisions of this Agreement shall be reimbursed by the Consultant to the

Client within 30 (thirty) days after receipt by the Consultant of notice thereof. Any such claim

by the Client for reimbursement must be made within 1 (one) year after receipt by the

Client of a final report and a final statement in accordance with Clause 6.3 (d).

Any delay by the Consultant in reimbursement by the due date shall attract simple

interest @10% (ten per cent) per annum.

(f) DELETED

(g) All payments under this Agreement shall be made to the account of the Consultant as

may be notified to the Client by the Consultant.

7. LIQUIDATED DAMAGES AND PENALTIES

7.1 Performance Security

7.1.1 The Consultant shall submit (“Performance Security”), 10% (Ten percent) of the

contract amount in the shape of Unconditional Bank Guarantee in the form specified at

Annex- 4 of this Agreement valid for a period of 12 months from the date of issue of

Letter of Acceptance. This will be renewed for further period as per requirement of

completion of job.

7.1.2 This performance security of 10% as per clause 7.1.1 will be released by the Client on

successful completion of services and rectification of errors if any, found during

implementation of services.

7.2 Liquidated Damages

7.2.1 Liquidated Damages for error/variation

In case any error or variation is detected in the reports submitted by the Consultant and such

error or variation is the result of negligence or lack of due diligence on the part of the

Consultant, the consequential damages thereof shall be quantified by the Client in a

reasonable manner and recovered from the Consultant by way of deemed liquidated damages,

subject to a maximum of 5% (five per cent) of the Agreement Value.

7.2.2 Liquidated Damages for delay

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

to 0.2% (zero point two per cent) of the Agreement Value per day, subject to a maximum of

5% (five percent) of the Agreement Value will be imposed and shall be

recovered by appropriation from the Performance Security or otherwise.

However, in case of delay due to reasons beyond the control of the Consultant, suitable

extension of time shall be granted.

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7.2.3 Encashment and appropriation of Performance Security

The Client shall have the right to invoke and appropriate the proceeds of the Performance

Security, in whole or in part, without notice to the

Consultant in the event of breach of this Agreement or for recovery of liquidated damages specified in this Clause 7.2.

7.3 Penalty for deficiency in Services - DELETED

8. FAIRNESS AND GOOD FAITH

8.1 Good Faith

The Parties undertake to act in good faith with respect to each other‟s rights under this

Agreement and to adopt all reasonable measures to ensure the realization of the objectives of

this Agreement.

8.2 Operation of the Agreement

The Parties recognize that it is impractical in this Agreement to provide for every contingency

which may arise during the life of the Agreement, and the Parties hereby agree that it is their

intention that this Agreement shall operate fairly as between them, and without detriment to

the interest of either of them, and that, if during the term of this Agreement either Party believes

that this Agreement is operating unfairly, the Parties will use their best efforts to agree on such

action as may be necessary to remove the cause or causes of such unfairness, but failure to

agree on any action pursuant to this Clause shall not give rise to a dispute subject to arbitration

in accordance with Clause 9 hereof.

9. SETTLEMENT OF DISPUTES

9.1 Amicable settlement

The Parties shall use their best efforts to settle amicably all disputes arising out of or in

connection with this Agreement or the interpretation thereof.

9.2 Dispute resolution

9.2.1 Any dispute, difference or controversy of whatever nature howsoever arising under or

out of or in relation to this Agreement (including its interpretation) between the Parties, and so

notified in writing by either Party to the other Party (the “Dispute”) shall, in the

first instance, be attempted to be resolved amicably in accordance with the conciliation

procedure set forth in Clause 9.3.

9.2.2 The Parties agree to use their best efforts for resolving all Disputes arising under or in

respect of this Agreement promptly, equitably and in good faith, and further agree to provide

each other with reasonable access during normal business hours to all non-privileged records,

information and data pertaining to any Dispute.

9.3 Conciliation

In the event of any Dispute between the Parties, either Party may call upon Secretary (RT&H),

MoRTH for amicable settlement, and upon such reference, the said persons shall meet no

later than 10 (ten) days from the date of reference to discuss and attempt to amicably resolve

65

the Dispute. If such meeting does not take place within the 10 (ten) day period or the Dispute

is not amicably settled within 15 (fifteen) days of the meeting or the Dispute is not resolved as

evidenced by the signing of written terms of settlement within 30 (thirty) days of the notice in

writing referred to in Clause 9.2.1 or such longer period as may be mutually agreed by the

Parties, either Party may refer the Dispute to arbitration in accordance with the provisions of

Clause 9.4.

9.4 Arbitration

9.4.1 Any Dispute which is not resolved amicably by conciliation, as provided in Clause 9.3,

shall be finally decided by reference to arbitration by an Arbitral Tribunal appointed in

accordance with Clause 9.4.2. Such arbitration shall be held in accordance with the

Rules of Arbitration of the International Centre for Alternative Dispute Resolution, New

Delhi (the “Rules”), or such other rules as may be mutually agreed by the Parties, and

shall be subject to the provisions of the Arbitration and Conciliation Act,1996. The

venue of such arbitration shall be New Delhi and the language of arbitration

proceedings shall be English

9.4.2 There shall be {an Arbitral Tribunal of Sole arbitrator, appointed by Secretary, (RT&H),

MoRTH, two parties, the appointment} shall be made in by IRC.

9.4.3 The arbitrators shall make a reasoned award (the “Award”). Any Award made

in any arbitration held pursuant to this Clause 9 shall be final and binding on the

Parties as from the date it is made, and the Consultant and the Client

agree and undertake to carry out such Award without delay.

9.4.4 The Consultant and the Client agree that an Award may be enforced against the

Consultant and/or the Authority, as the case may be, and their respective assets

wherever situated.

9.4.5 This Agreement and the rights and obligations of the Parties shall remain in full force

and effect, pending the Award in any arbitration proceedings hereunder.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed in

their respective names as of the day and year first above written.

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of For and on behalf of

Consultant: [Authority]

(Signature) (Signature)

(Name)

(Designation)

(Address)

66

(Fax No.)

In the presence of:

1.

2.

67

Annex – 1

TERMS OF REFERENCE (Refer Clause 3.1.2)

(AS PER APPENDIX-I OF RFP DOCUMENT)

68

Annex – 2

Cost of Services (Refer Clause 6.1)

(As per Financial Bid of the Consultant)

69

Annex – 3

Payment Schedule (Refer Clause 6.3)

(AS PER APPENDIX-I OF RFP DOCUMENT)

70

Annex – 4

Form of Bank Guarantee for Performance Security

(Refer Clause 7.1.1)

To

Director,



Sector-62, Noida, U.P.

Pin Code: 201301

WHEREAS……………………………… ( name and address of contractor) hereinafter called “the contractor” has undertaken, in pursuance of Letter of Acceptance No. ……………. Dated ……………….. to execute……………………….. (name of Contract and brief description of Works) (herein after called “the contract”).

AND WHEREAS it has been stipulated by you in the said contract that the Contractor shall furnish you with a Bank Guarantee for the sum specified therein as security for compliance with his obligations in accordance with the Contract;

AND WHEREAS we have agreed to give the Contractor such a Bank Guarantee:

NOW THEREOF we hereby affirm that we are the guarantor and responsible to you on behalf of the Contractor, up to a total of Rs……………… (amount of guarantee) (Rupees……………………………………. (in words), , and we undertake to pay you, upon your first written demand and without cavil or argument, any sum or sums within the limits of ……………….. (amount of guarantee) as aforesaid without your needing to prove or to show grounds or reasons for your demand for the sum specified therein.

We hereby waive the necessity of your demanding the said debt from the Contractor before

presenting us with the demand.

We further agree that no change or addition to or other modification of the terms of the contract

or of the works to be performed there under or of any of the contract documents which may be

made between you and the Contractor shall in any way release us from any liability under this

guarantee, and we hereby waive notice of any such change, addition or modification.

This guarantee shall be valid until 12 months from the date of issue of letter of acceptance (LOA).

This guarantee shall also be operatable at our ___________ branch

at New Delhi, from whom, confirmation regarding the issue of this guarantee or

extension/renewal thereof shall be made available on demand. In the contingency of this

guarantee being invoked and payment there under claimed, the said branch shall accept such

invocation letter and make payment of amounts so demanded under the said invocation.

Notwishstanding anything contained herein above, our liability under this guarantee shall not exceed

Rs.___________ (Rs. )

1. The Bank Guarantee shall be valid upto _________________.

2. We are liable to pay the guarantee amount or any part thereof under this guarantee only if you

serve upon us a claim or demand on or before dated _________________.

Signature and seal of the Guarantor with Name, Designation, Employee Code

Number & Telephone Number………………………………………………………

Name of the Issuing Bank/ Branch ………………………Name of the Controlling

Branch/Bank…..

Address & Telephone Number……………………………Address & Telephone

Number………….

Date…………………………..

In the presence of (if this is to be witnessed as per bank‟s

policy)…………………………………

1…………………………………………………………………………………………

(Name, Address & Occupation)

2…………………………………………………………………………………………

(Name, Address & Occupation)

An amount shall be inserted by the Guarantor, representing the percentage of the Contract Price

specified in the Contract including additional security for unbalance bids, if any and denominated in

Indian Rupees.