E-Tender for Annual Rate Contract (ARC) for providing services of AC buses of 17 & 29 Seater

Technical bid section & Commercial Bid in the Commercial bid section. The

Bids should be accompanied by a bid security as specified in this Bid

Document. The Eligibility related document, Technical & Commercial Bid, must

be uploaded to https://tender.nprocure.com, & The Bid Security, along with

physical submission of pre-qualification and technical, if asked in the

RFP/tender, must be delivered to the TENDERER’s Office on or before the last

date and time of submission of the bid.

Bidders may contact our (n)Procure Helpdesk for (n)Procure Portal-related

technical support at toll-free number: 7359 021 663 or write to

[email protected].

 The eligibility section and the Bid Security section will be opened on the

specified date & time. In the event of the date specified for bid receipt and

opening being declared as a holiday for the office of TENDERER the due date

for submission and opening of bids will be the following working day at the

scheduled times.

 In case of any clarifications required, the same should be submitted in writing at

least 2 days before the Pre-Bid meeting date.

Yours faithfully,

For Gujarat Narmada Valley Fertilizers & Chemicals Ltd.,

Urveshsinh Rajput

CM & Head (IT-Business)

The information contained in this Request for Proposal (RFP) document or subsequently

provided to Bidder(s), whether verbally or in documentary or any other form by or on

behalf of the TENDERER or any of their employees or consultants, is provided to

Bidder(s) on the terms and conditions set out in this RFP and such other terms and

conditions subject to which such information is provided.

The purpose of this RFP is to provide interested parties with information that may be

useful to them in eliciting their financial offers (the “Proposal”) under this RFP. This RFP

includes statements, which reflect various assumptions and assessments arrived at by

the TENDERER, to the RFP. Such assumptions, assessments and statements do not

purport to contain all the information that each Bidder may require. This RFP may not be

appropriate for all persons, and it is not possible for the TENDERER, its employees or

Consultants to consider the investment objectives, financial situation and particular

needs of each party who reads or uses this RFP. The assumptions, assessments,

statements and information contained in this RFP, may not be complete, accurate,

adequate or correct. Each Bidder should, therefore, conduct its own surveys and

analysis and should check the accuracy, adequacy, correctness, reliability and

completeness of the assumptions, assessments, statements and information contained

in this RFP and obtain independent advice from appropriate sources before filling up the

RFP. Any deviation in the specification or proposed solutions will be deemed as

incapability of the respective Agency and shall not be considered for the final evaluation

Information provided in this document to the Bidder(s) is on a wide range of matters,

some of which depend upon the interpretation of law. The information given is not an

exhaustive account of statutory requirements and should not be regarded as a complete

or authoritative statement of law. The TENDERER accepts no responsibility for the

accuracy or otherwise for any interpretation or opinion on law expressed herein.

The TENDERER, its employees and advisors make no representation or warranty and

shall have no liability to any person, including any Applicant or Bidder under any law,

statute, rules or regulations or tort, principles of restitution or unjust enrichment or

otherwise for any loss, damages, cost or expense which may arise from or be incurred or

suffered on account of anything contained in this RFP or otherwise, including the

accuracy, adequacy, correctness, completeness, delay or reliability of the RFP and any

assessment, assumption, statement or information contained therein or deemed to form

part of this RFP or arising in any way during the Bidding process.

1.0 INSTRUCTIONS TO THE E TENDERER:

1.1 Please carefully go through all the terms and conditions and make sure that

you have understood and complied with them before submitting your offer.

Any omission in this regard may result in rejection of your tender.

1.2 The rates quoted by the tenderers should be valid and acceptable to the

tenderer for consideration of one year from the awarding of the contract. The

period can be extended further one more year on same rates, terms &

conditions at company’s discretion in case of the contract awarded to the

1.3 Tender should be filled in the prescribed format for providing the services

of buses on a monthly hire basis".

1.4 The following documents should be submitted along with your offer in the

schedule hereto in a separate envelope to GNFC.

(a) Power of Attorney or a true copy thereof, duly attested by a Gazetted Officer

in case an authorized representative has signed the tender. :

(b) Details of contract of similar type and magnitude carried out by the tenderer

(Name of Organization, annual value of contract, number of buses provided

and their capacity, duration etc.)

(c) PAN Number issued by the Income Tax Authority.

(d) GST Registration Certificate of the firm.

1.4 This Tender/RFP may be rescinded by GNFC Limited at any time at the

discretion of GNFC Limited.

1.5 Upon instruction from GNFC Limited, the Successful Bidder shall submit an

Indemnity Bond (in the format shared by GNFC Limited) related to GST.

Bidding Document

Bidder is expected to examine all instructions, forms, terms, and

specifications in the bidding documents. Failure to furnish all information

required by the bidding documents or submits a bid not substantially

responsive to the bidding documents in every respect may result in the

rejection of the Bid. Under no circumstances physical bid will be accepted.

Cost of Bidding

The Bidder shall bear all costs associated with the preparation and

submission of the Bid and TENDERER will in no case be responsible for

those costs, regardless of the conduct or outcome of the bidding process.

Bidder is required to pay EMD in the form of demand draft in favor of “GNFC

LTD” payable at Ahmedabad/Gandhinagar. In case of non-receipt of EMD the

bid will be rejected by TENDERER as non-responsive.

2.0 GENERAL INFORMATION:

2.1 By the very nature of the work, we expect only reputed contractors of proven

record in comparable establishments and of adequate financial standing to

send their tenders.

2.2 Tenders in any form other than E tender will not be entertained.

2.3 The Earnest Money Deposit (EMD) of unsuccessful tenderers will be refunded

in due course. No interest will be payable on this deposit.

2.5 The Company does not bind itself to accept the lowest offer and reserves for

itself the authority to reject one or all the tenders received, without assigning

any reason whatsoever.

Amendments to the Bidding Documents

At any time prior to the deadline for submission of bids, the TENDERER for

any reason, whether at its own initiative or in response to the clarifications

requested by prospective bidders, may modify the bidding documents by

amendment & put on our websites.

All prospective bidders are requested to browse our website & any

amendments/ corrigendum/modification will be notified on our website and

such modifications will be binding on them.

In order to allow prospective bidders a reasonable time to take the

amendment into account in preparing their bids, the TENDERER at its

discretion, may extend the deadline for the bid submission.

Language of Bid

The Bid prepared by the Bidder, as well as all correspondence and

documents relating to the Bid exchanged between the Bidder and the

TENDERER shall be in English. Supporting documents and printed literature

furnished by the bidder may be in another language provided they are

accompanied by an accurate translation of the relevant pages in English. For

purposes of interpretation of the bid, the translation shall govern.

3.0 DEFINITIONS:

1. The "Company" means Gujarat Narmada Valley Fertilizers and Chemicals

Limited (GNFC).

2. "Tenderer"/ "Contractor" means the party to whom the tender is issued.

3. The "Authorized Officer" means the Officer authorized by the Company for

implementation/enforcement of this contract.

4. The “Managing Director” MD means the head of the company (GNFC) or his/

her successor in office as designated by the company or a person in charge

of his/ her office.

5. “Acceptance Test” means the acceptance testing of the ordered product &

services on completion of installation and commissioning under the project.

6. “Acceptance Test Document” means a document, which defines procedures

for testing the ordered products & services against requirements laid down in

7. “Agreement” means the Service Level Agreement to be signed between the

successful bidder and TENDERER including all attachments, appendices, all

documents incorporated by reference thereto together with RFP and any

subsequent modifications in the RFP, the bid offer, the acceptance and all

related correspondences, clarifications, presentations.

8. “Authorized Representative” shall mean any person/ agency authorized by

either of the parties.

9. “Bidder” means any agency providing similar solutions as per the scope of

work of RFP. The word Bidder when used in the Pre-award period shall be

synonymous with Bidder, and when used after award of the Contract shall

mean the successful Bidder with whom the TENDERER signs the Service

Level Agreement for executing the project.

10. “Contract” is used synonymously with Agreement.

11. “Corrupt Practice” means the offering, giving, receiving or soliciting of

anything of value or influence the action of a public official in the process of

Contract execution.

12. “DC” means the Data Centre Located at GNFC Tower, Ahmedabad, Gujarat.

13. “Default Notice” means the written notice of Default of the Agreement issued

by one Party to the other in terms hereof.

14. “DR” means the Disaster Recovery Site located at Bharuch, Gujarat.

15. “Downtime” means accumulated period, in minutes, when specified services

with specified technical and service standards as mentioned in the Tender

Document are not available to the TENDERER and its user organizations

within the Scheduled Operation Time but outside the Scheduled Maintenance

16. “Fraudulent Practice” means a misrepresentation of facts in order to influence

a procurement process or the execution of a Contract and includes collusive

practice among Bidders (prior to or after Bid submission) designed to

establish Bid prices at artificial non-competitive levels and to deprive

TENDERER of the benefits of free and open competition.

17. “Good Industry Practice” means the exercise of that degree of skill, diligence

and prudence which would reasonably and ordinarily be expected from a

reasonably skilled and experienced Operator engaged in the same type of

undertaking under the same or similar circumstances.

18. “Go Live Date” means the date on which the FAT of all the components and

services as ordered under the project as per the Work order has been

successfully completed and accepted by the TENDERER.

19. "Law" shall mean any act, notification, by-law, rules and regulations, directive,

ordinance, order or instruction having the force of law enacted or issued by

the Central Government and/ or the Government of Gujarat or any other

Government or regulatory authority or political subdivision of government

20. “O&M Period” means period of contract starting with the successful

installation and commissioning, FAT & Go-Live.

21. “Planned Outage” means unavailability of services due to infrastructure

maintenance activities such as configuration changes, up-gradation or

changes to any supporting infrastructure.

22. “Request for Proposal” means the detailed notification seeking a set of

solution(s), services(s), materials and/or any combination of them.

23. “Requirements” shall mean and include schedules, details, description, Scope

of Work, statement of technical data, performance characteristics, standards

(Indian as well as International) as applicable and specified in the

Agreement/RFP document.

24. “Scheduled Maintenance Time / Scheduled downtime” shall mean the time

that the System is not in service due to a scheduled work. Scheduled

maintenance time is planned downtime with the prior permission of the

25. “Scheduled operation time” means the scheduled operating hours of the

System for the month. All scheduled maintenance time on the system would

be deducted from the total operation time for the month to give the scheduled

operation time. The total operation time for the network will be 24x7x365.

26. "Service" means provision of Contracted services for the TENDERER.

27. “Termination Notice” means the written notice of termination of the Agreement

issued by one Party to the other in terms hereof.

28. “TENDERER” here shall mean (n)Code Solutions , GNFC – IT Division

29. “TENDERER’s Office” here shall mean “14th Floor, Tower One, Road 5C,

Zone 5, Gujarat International Finance Tech City (GIFT City) Gandhinagar -

30. “Unplanned Outage” means an instance of unavailability of services other

than the planned outage.

31. "Uptime" means the time period when specified services with specified

technical and service standards as mentioned in the Tender Document are

available to the TENDERER and its user organizations. The uptime will be

calculated as follows:

32. Total time in a month (in minutes) less total Downtime (in minutes) in the

33. "% Uptime" means ratio of 'Uptime' (in minutes) in a quarter to Total time in

the month (in minutes) multiplied by

34. "% Downtime" means ratio of 'Downtime' (in minutes) in a month to Total time

in the Month (in minutes) multiplied by

4.0 NATURE OF THE CONTRACT:

4.1 To ply the buses for company’s employees and any other category of persons

as may be decided by the Company from time to time, to facilitate them to

travel from designated places to GIFT city or the places decided by the

company and vise versa as per the timings and routes fixed by the Company

from time to time.

4.2 Company can use the same bus for any other activity/social obligations

under CSR activities / company event and functions etc.

5.0 DURATION OF CONTRACT:

5.1 The duration of the work of providing the services of 17,29, seater buses

is for the initial period of one year i.e. from 01/06/2024 to 31/05/2025 and

the contract can be extended at the discretion of the Company for a

further period of one year on same rates, terms and conditions at sole

desecration of the company which you will have to accept

unconditionally.

5.2 The present requirement is for 17, 29 passengers’ capacity buses which may

increase/decrease depending upon the actual requirement from time to time

and quality of services provided by you.

5.3 The Company guarantees a minimum of 800 KMS & 1500 KMS. per month

per bus provided the Contractor satisfactorily, successfully and faithfully

executes the contract for its entire period.

6.0 GENERAL DESCRIPTION OF WORK:

6.1 The Contractor will ply the 17/29 (41 rate only) seater, standard size A/C

buses between designated place to GIFT city or the places decided by the

company as per the timings and routes desired by the Company from time to

time. The bus should have minimum 17/29/41 person capacity. The buses

shall be of model 2023 (not before June 2023) or model 2025 (not before

June-2025). The buses must be in perfect condition with the usual fittings and

safety devices at all times, with a good standard of cleanliness. The bus

should have comfortable seating of 17/29 (41 rate only) persons with

high push back/bucket seats with enough leg space. Facility of Radio,

GPS and cease fire cylinder should be available.

6.2 The buses will be produced for inspection before plying. Once the buses are

approved by the company, the same will not be changed in any

circumstances except in emergencies and for maintenance purpose during

the entire period of contract. In case of failure/ break down of the buses, you

will be required to arrange at your own cost, another bus of a similar type,

model and capacity and of good working condition without affecting our

normal bus schedule. Changes of bus can be made effective on obtaining our

prior approval. GNFC may at its discretion refuse or accept bus for hire, if it is

found in improper condition.

6.3 It will be the Contractor's responsibility to comply with all the provisions of

Motor Vehicles Act and the Rules framed there under and also other laws

applicable from time to time in respect of registration, permit, road-worthiness,

insurance, payment of taxes and duties, You shall employ responsible, trained

and experienced drivers holding bus badge license for driving of the hired

vehicles under this contract.

6.4 The bus will be maintained and plied by the Contractor entirely at his risk and

cost including the cost of the fuel. The Company / users of the bus will not, in

any way, be held responsible or liable for any breach of law, accidents or any

other occurrence of their consequence to the Contractor, his employees or

any other person or authority. The Company / users of the bus will, however,

be entitled to all such relief and compensation from the contractor as are

legally admissible to any Employee/user under the existing laws, in specific

6.5 On every month bus seat covers & curtains should be thoroughly washed.

6.6 The Employees will use this facility. The contractor will allow only company’s

employees and authorized contractual employees by administration

department to travel through this bus or as per the instruction given by

company’s authorized official.

6.7 The number of trips, routes and timings will be specified by the Company from

time to time and the contractor has to run the bus strictly in compliance

thereof without any deviation.

6.8 The buses are required exclusively for the work of GIFT city Gandhinagar.

The buses are required to run all the working days. (i.e. Monday to Saturday)

excluding Sundays,2nd & 4th Saturday and 10 holidays in a year as decided by

the company. However, in case if company requires it to do any trip on the

Sundays and Holidays, the contractor shall have to provide the bus as per the

requirement. In case of under utilisation of the minimum guaranteed

800KM/1500 Kms. the Company shall have the right to use the balance Kms.,

in such manner as it may deem fit for trips anywhere in the State of Gujarat.

The contractor shall have to provide the buses as per the requirement.

6.9 The bus provided under the contract should have prominent marking ON

DUTY GNFC GIFT city - BUS NO : on the front and back side glass of each

7.0 DEPLOYMENT OF DRIVERS & CONDUCTORS ON HIRED BUSES:

7.1 You shall engage drivers who have minimum three years' of driving

experience and having valid bus badge driving license and can read and write

at least Gujarati and Hindi language.

7.2 All the drivers & conductors should be medically fit with proper eye sight (with

or without glasses).

7.3 The driver should have the basic skill to identify and rectify at least minor

faults of the bus.

7.4 As far as possible the drivers should be familiar with the different routes and

roads of Gujarat.

7.5 All drivers & conductors should have clean habits and behavior.

7.6 The contractor shall to extent possible deploy local drivers who shall remain

fixed on driving duty during the currency of the contract. However, in case of

any need for changing the driver, the replaced drivers should conform to the

requirements indicated above clause No.

7.7 Frequent changing of drivers shall not be permitted. However, in exceptional

cases where the driver is to be changed, prior approval of the Authorized

Officer of the company shall be taken and in such case, the contractor shall

ensure suitable substitute.

7.8 Please note that drivers without mobile phones shall not be allowed.

7.9 Drivers deployed on the hired buses under the contract, your supervisor,

attendants and your other employees should comply with all rules and

regulations of GNFC.

7.10 You shall provide 2 pairs of Stitched Uniform as per the Company’s choice of

cloth quality, color and stitching specifications & 1 pair of black colored Civil

Shoes per year to drivers being deployed on hired buses. Bidders should not

quote rates for uniform and civil shoes as the expenditures towards the cost of

these items will be reimbursed by the Company. The estimated cost of one

pair of uniform and one pair of shoes will be approx. Rs. 1200/- & Rs. 600/-

respectively including stitching charges.

7.11 All drivers should wear neat, clean and ironed uniform and black colored civil

shoes regularly while on duty. Drivers without uniform and civil shoes will not

be allowed on duty.

7.12 The Contractor shall arrange necessary medical checkup including Eye

checking of all the drivers at the time of deployment of buses and thereafter at

interval of every six months at their cost and produce record.

8.0 EARNEST MONEY DEPOSIT / SECURITY DEPOSIT:

8.1The tenderer should accompany an Earnest Money Deposit (EMD) of Rs.

50,000/- (Rupees Fifty Thousand Only) in the form of Demand Draft of any

scheduled Bank in favour of "Gujarat Narmada Valley Fertilizers and Chemicals

Limited", payable at Ahmedabad. The tender without EMD is liable to be rejected.

EMD will be returned to the unsuccessful tenderer without any interest thereon. The

EMD will be forfeited if the tenderer fails to accept the contract when awarded by the

Company. In case of the successful tenderer, the EMD shall be adjusted against the

Security Deposit (SDEMD can be invoked by GNFC Limited at any stage of the

Tendering/RFP, even during the pre-award phase, only upon breach of terms and

conditions of the RFP by the Bidder/Bidding Company.

8.2 The successful tenderer shall have to furnish Security Deposit (SD) equivalent

to 11.8% (10% of PO value with all taxes +18% GST) of the contract value in

the form of BG/DD/RTGS with the Company before submitting the first bill,

which shall be refunded after faithful and successful execution of the contract.

Such SD will not carry any interest.

1. 8.3 The SD will be forfeited in case of breach of any of the terms and

conditions agreed upon by the contractor or may be appropriated at the

discretion of the Company towards any legitimate dues under the law or for

loss or damage or expense that may be sustained by the Company as a result

of breach of any of the terms of this contract by the Contractor. The Bid security

may be forfeited at the discretion of TENDERER, on account of one or more of the

following reasons:

1. The Bidder withdraws their Bid during the period of Bid validity specified on the Bid

2. Bidder does not respond to requests for clarification of their Bid.

3. Bidder fails to co-operate in the Bid evaluation process,

4. Bidder is found to be involved in fraudulent and corrupt practices and

5. In case of a successful Bidder, the said Bidder fails:

a. To sign the Agreement in time

b. To furnish Performance Bank Guarantee

c. Is found to be involved in fraudulent and corrupt practices

8.4 Further in the event of termination of the contract / the contractor suspending

or abandoning the contract, the whole of his SD and other dues payable to

him will stand forfeited and he shall also be liable for such legal action in the

matter as may be deemed fit by the Company.

8.5 Subject to the provisions as aforesaid, the Security Deposit will be returned to

the Contractor without any interest thereon on satisfactory execution of the

9.0 RIGHT TO ALTER TERMS & CONDITIONS OF THE AGREEMENT:

If case of exigencies or circumstances so demand, the Company reserves the

right to review the terms and conditions.

10.0 ACTION IN CASE OF FAILURE OF CONTRACTOR TO FULFILL HIS

10.1 If we find that the buses plied for our purposes are not of the models specified

by us, a penalty of Rs. 2000/- per day/bus shall be charged without any

further reference to contractor.

10.2 If the Contractor fails to make the bus available on any day, GNFC will be at

liberty to make alternative arrangement for the trip and actual hiring charges

plus penalty upto an amount of Rs. 2000/- will be recovered from the

Contractor's bill.

10.3 GNFC shall impose a fine of Rs. 2000/- (Rupees Five hundred only) on each

occasion in case of breach of any provision made under Motor Vehicle Act /

breach of any of the terms of this contract such as carriage of persons other

than GNFC’s officials in the bus, late reporting of the bus, misbehavior of the

staff, not carrying out any repairing required to operate bus in view of total

safety & indicated by authorized officer or any other such described lapse on

10.4 If bus is found without conductor during any of its trips or if the drivers/

conductors employed by the Contractor in the bus is of the age of below

years/ without valid driving license, a penalty of Rs. 2000/- shall be charged

for each such occasion without any reference to contractor.

10.5 cleaning / washing of Bus Window curtains, seat covers and necessary

services including daily cleaning is to be ensured and got inspected by GNFC

supervisor. GNFC will impose a fine of Rs. 2000/- on each occasion in case

of NON SATISFACTORY REPORT / OBSERVATION

10.6 GNFC will impose a fine of Rs. 500/- for non-working of Air conditioning on

10.7 Penalty as mentioned above from sr no 10.1 to 10.6 shall be reiumbushed

against commercial invoice separately by the selected service provider

through bank transfer to GNFC.

10.8 If the Successful Bidder’s accumulated Penalty amount reaches INR 50,000/-

(Indian Rupees Fifty Thousand) then GNFC Limited shall have the right to

terminate the Contract with the Successful Bidder.

11.0 HIRING CHARGES:

11.1 The hiring charges will be paid at the rate/KMs/Month to be finally agreed to.

The rate shall be all inclusive and the Company has not to pay any additional

charges for any reason whatsoever except GST as well as Toll Tax / Parking

Charges paid while making any official trip.

11.2 The rate per unit KM/month quoted by the contractor shall be subject to

variation (upward/downward) increase /decrease @ Rs.0.30 for the buses, on

every Rs.1.00 increase /decrease in the price of diesel based on the

documentary evidence of IOC / fuel service provider within 10 days. However,

the same will be applicable only to the actual Kms. run and not to

unutilized/minimum guaranteed Kms (i.e. 800KMs & 1500 kms). For this

purpose, the rates applicable at Fuel Pump, Ahmedabad will be taken as

base. However, monthly hired rate for the minimum guaranteed kms will be

paid through monthly bills.

11.3 The current rate of diesel is Rs. 90.15 per liter on date: 07.03.2026; however

base rate of diesel shall be considered at the date & time of floating of e-

tender inquiry which will be mentioned in the work order which will be

considered for variation of prices as mentioned in no. 11.2.

11.4 In Govt. Taxes/levies: If there is any increase in Government Taxes/levies,

the same will be reimbursed on production of relevant documents and

receipts. If there is any decrease in Govt. Taxes/levies, the same will be

passed on by the contractor to the company.

11.5 The total Kms. will be counted from the designated point decided by company

of a trip to GIFT city Gandhinagar. The distance (to and fro) from the garage/

Parking point of the vehicle to the above-referred points will not be counted.

12.0 PAYMENT OF BILLS:

12.1 The Contractor shall submit his bill in triplicate with complete file on monthly

basis within 10 (ten) days after completion of each month. He will maintain a

logbook and daily record of the number of trips made and submit a copy of the

same to our Administration Section of GIFT along with his bill to enable

verification of his bills. It will be contractor’s responsibility to get the logbook

signed by one of the traveling employees daily.

12.2 Payment will be made within 30 days by net banking / E banking on the basis

of actual km run in case it exceeds the minimum guaranteed kms or In other

cases the Minimum guaranteed kms, subject to deduction of TDS / Govt.

taxes, levies etc.

12.3 Payment will be made on the basis of Kms. run in a month. If the total kms run

is less than the minimum guaranteed Kms. as mentioned in Clause No.6.8

(i.e. 1400 kms per month) then the payment will be made for the minimum

guaranteed kms.

12.4 Payment of GST shall be made only after it is reflected in the GST

13. TERMINATION:

13.1 The Company reserves its right to terminate the Contract at any time without

giving any notice and without assigning any reason thereof. No amount shall

be due and payable to the contractor upon or in the event of termination of the

13.2 If the Contractor fails to provide the services under the Contract, or not

supplying the bus of proper condition, the Company has a right to terminate

this contact out rightly without giving any notice and to get the said services

from third parties or the agencies and recover the additional amount from the

Contractor which is incurred by the Company for making alternate

arrangement. The Company's decision in this regard shall be final and binding

to the Contractor and it shall not be open for any dispute by the Contractor.

13.3 If at any stage during the period of the Contract, any case involving moral

turpitude is instituted in a court against the Contractor or its employees, the

Company reserves its exclusive and special right to terminate the Contract

outright, without any notice to the Contractor and in that event, the Contractor

shall not be entitled to any compensation whatsoever from the Company.

13.4 Termination for Insolvency: The Company may at any time terminate the

Contract by giving written notice to the Successful Bidder, without

compensation. If The Successful Bidder becomes bankrupt or otherwise

insolvent, provided that such termination shall not prejudice or affect any right

of action or remedy which has accrued or shall accrue thereafter to the

13.5 Consequence of the Termination: Nothing herein shall restrict the right of

GNFC Limited to invoke the Bank Guarantee/Security Deposit (SD) and other

Guarantees furnished solely for the material breach committed / deviation in

contract by the Successful Bidder hereunder and pursue such other rights

and/or remedies that may be available to GNFC Limited under law.

14.0 JURISDICTION:

14.1 Any dispute pertaining to or relating to this contract shall be referred to

Managing Director of GNFC and his decision shall be final and binding on the

14.2 Only Ahmedabad Court shall have the jurisdiction in all matters pertaining to

14.3 All necessary insurance should be taken out by the contractor and kept valid

during the period of contract.

15.1 The Company reserves the exclusive and special right for outright termination

of the contract without any notice to the contractor if at any stage during the

period of contract, contractor's performance is not found upto the mark or any

case involving moral turpitude is instituted in court against the Contractor or

his employees and in that event, the contractor will not be entitled to any

compensation from the Company.

15.2 This value contract being a service contract, retention money clause will not

15.3 GNFC's General Conditions of Contract shall be apply to the contract except

for the specific deviation agreed upon in this contract when awarded.

15.4 The Contractor shall not assign, sub-contract or sublet the work under this

contract in whole or part in any manner whatsoever.

15.5 In case of any complaint of non-fulfillment of any of its obligations by the

Contractor under this Contract, the Company reserves its right to withhold

payments due to the Contractor and / or exercise its rights under the Contract

or the remedies available to the Company under the law.

15.6 No conductors are required for 17 & 29 seater hiring staff buses, however

conductor should be required for 41 seater bus [in case required].

15.7 The Contractor/Successful Bidder shall be solely and exclusively responsible

for engaging and employing person/s for execution of the Contract with GNFC

Limited. GNFC Limited shall have no liability whatsoever concerning the

Contractor’s employees. The Contractor/Successful Bidder shall indemnify

GNFC Limited against all losses or damages or liabilities arising out of or in

course of the Contract with GNFC Limited. The Contractor/Successful Bidder

shall indemnify and keep indemnified GNFC Limited and its officers against

third party claim whatsoever including but not limited to property loss and

damage, personal accident, injury or death.

15.8 Insurance:

a. Constrictor/Successful Bidder shall maintain professional indemnity

insurance cover of an amount not less than the Financial

Limit/contract value for the entire period of contract with GNFC

b. At the request of GNFC Limited, or its representatives, the

Contractor/Successful Bidder shall provide evidence showing that

such insurance has been taken out and maintained and that current

premiums have been paid.

 Limitation of Liability: GNFC Limited’s cumulative liability for its obligations

under the contract shall not exceed the value of the charges payable by

GNFC Limited within the remaining duration of the contract term from the day

claim is raised and GNFC Limited shall not be liable for incidental,

consequential, or indirect damages including loss of profit or saving.

 The Financial bid shall indicate charges payable as per the Price bid format and terms

thereof for providing required connectivity under the Project. The bidder shall quote a

one-time installation charges and fixed yearly charges per link in the format as

defined in the price bid. A bid uploaded with an adjustable price quotation will be

treated as non-responsive and rejected.

 Prices shall be written in both words and figures. In the event of difference, the price

in words shall be valid and binding.

 Arithmetical errors will be rectified on the following basis.

 If there is a discrepancy between the unit price and the total price that is obtained by

multiplying the unit price and quantity, the unit price shall prevail and the total price

shall be corrected. If the Bidder does not accept the correction of the errors, its bid

will be rejected. If there is a discrepancy between words and figures, the amount in

words will prevail.

 Any discrepancy relating to prices quoted in the offer across different sections of the

 The bidder should provide calculations for the quoted bandwidth charges, without

which the bid is liable for rejection. Any arithmetical errors in these calculations will

be on bidders account.

 Offered price should be exclusive of all applicable taxes. Bidder should mentioned &

upload the applicable taxes with percentage & amount of tax.

 The Discount offered, if any, should not be mentioned separately. It should be

included in Price Bid.

 Any effort by a bidder or bidder’s agent/consultant or representative howsoever

described to influence the TENDERER in any way concerning scrutiny /

consideration / evaluation / comparison of the bid or decision concerning award of

contract shall entail rejection of the bid.

 Unit rates should be quoted separately for each item. Quantities can be increased or

decreased by TENDERER and bidder has to supply additional quantities at the rates

prescribed in the price bid of this tender document.

15.9 Modification and Withdrawal of Bid

1. The Bidder may modify or withdraw its Bid any time before the due date and time of

the bid submission.

2. No Bid may be modified subsequent to the deadline for submission of bids.

3. No Bid may be withdrawn in the interval between the deadline for submission of bids

and the expiration of the period of Bid validity specified by the Bidder on the bid letter

form. Withdrawal of a Bid during this interval may result in the bidder's forfeiture of its

15.10 Bid Validity

1. Bids shall remain valid for 120 days from the date of Bid Submission. A Bid valid for a

shorter period shall be rejected as non-responsive.

2. In exceptional circumstances, the TENDERER may solicit Bidder's consent to an

extension of the period of validity. The request and the responses thereto shall be

made in writing. The Bid security shall also be suitably extended. A Bidder’s request

to modify the Bid will not be permitted.

15.11 Openings of Bids

1. Bids will be opened with or without presence of Bidder’s representatives, who choose

to attend. The Bidder’s representatives who are present shall sign a register

evidencing their attendance.

2. The Bidder’s names, bid modifications or withdrawals, discounts and the presence or

absence of relevant Bid security and such other details as the TENDERER’s officer

at his/her discretion, may consider appropriate, will be announced at the opening.

15.12 Contacting the TENDERER

1. Bidder shall not approach TENDERER officers outside of office hours and/ or outside

the TENDERER office premises, from the time of the Bid opening to the time the

Contract is awarded.

2. Any effort by a bidder to influence the TENDERER’S officers in the decisions on Bid

evaluation, bid comparison or contract award may result in rejection of the Bidder's

offer. If the Bidder wishes to bring additional information to the notice of the

TENDERER, it should do so in writing.

15.13 Fraudulent and Corrupt Practices

1. TENDERER will reject a proposal for award and may forfeit the EMD and/or

Performance Guarantee if it determines that the bidder recommended for award has

engaged in corrupt or fraudulent practices in competing for, or in executing,

15.14 Lack of information to Bidder

1. The Bidder shall be deemed to have carefully examined all contract documents to his

entire satisfaction. Any lack of information shall not in any way relieve the Bidder of

his responsibility to fulfil his obligation under the Contract.

2. The TENDERER reserves the right to reject any bid to annul the bidding process and

reject all bids at any time before award of the Contract, without thereby incurring any

liability to the affected Bidder(s) or any obligation to inform the affected Bidder(s) of

the grounds for such decision.

15.15 Rejection of Bids

1. The TENDERER reserves the right to reject any Bid, and to annul the bidding

process and reject all bids at any time prior to award of Contract, without thereby

incurring any liability to the affected Bidder(s) or any obligation to inform the affected

Bidder(s) of the grounds for such decision.

15.16 Rejection Criteria

Besides other conditions and terms highlighted in the RFP document, bids may be

rejected during evaluation under the following circumstances:

1. Pre-qualification Rejection Criteria

1.1. Bids submitted without or with improper Bid Security (EMD).

1.2. Bids which do not conform to unconditional validity of the bid as prescribed in

1.3. If the information provided by the Bidder is found to be incorrect / misleading

at any stage / time during the Tendering Process.

1.4. Any effort on the part of a Bidder to influence the bid evaluation, bid

comparison or contract award decisions.

1.5. Bids without proper documents/evidences as asked for in the prequalification

bid as mentioned in the RFP Document.

2. Technical Rejection Criteria

2.1. Technical Bid containing financial details.

2.2. Revelation of Prices in any form or by any reason before opening the

2.3. Failure to furnish all information required by the RFP Document or

submission of a bid not substantially responsive to the Bid Document in

2.4. Bidders not quoting for the complete scope of Work as indicated in the Bid

documents, addendum (if any) and any subsequent information given to the

2.5. Bidders not complying with the Technical and General Terms and conditions

as stated in the RFP Documents.

2.6. Bidder not meeting the Minimum absolute technical score to qualify for

financial bid opening (Refer Annexure – 9)

2.7. Bidders not conforming to unconditional acceptance of full responsibility of

providing services in accordance with the Scope of work and Service Level

Agreements of this RFP.

2.8. If the bid does not confirm to the timelines indicated in the RFP Document.

3. Financial Rejection Criteria

3.1. Incomplete Price Bid

3.2. Price Bids that do not conform to the Bid’s price bid format.

15.17 Evaluation Methodology

1. TENDERER will form a Committee which will evaluate the proposals submitted by

the bidders for a detailed scrutiny. During evaluation of proposals, TENDERER, may,

at its discretion, ask the bidders for clarification of their Proposals.

2. Part – I (Bid Security): Bidders who have submitted the valid bid security as per the

format shall be considered for further evaluation.

3. Part – II (Pre-Qualification & Technical):

3.1 The Pre-qualification criteria of the bids will be evaluated first to ascertain the

eligibility of the Bidders. In case of any deviations from the RFP requirements,

TENDERER may seek the clarification in writing from the bidder, if required. If

bidder fails to submit the required clarifications in due time, the evaluation will

be done based on the information submitted by the bidder.

3.2 The technical bids of the bidders who comply with the Prequalification criteria

will be opened and evaluated as per Technical Evaluation Matrix. The technical

evaluation would be based on the proposal of Bidder meeting the Specifications

mentioned in the RFP document and other compliance to the terms and

conditions. In case of conditional bid or major deviations from the RFP

requirements, TENDERER may seek the clarification in writing from the bidder,

if required. If bidder fails to submit the required clarifications in due time, the

technical evaluation will be done based on the information submitted in the

4. Part – III (Financial): Bidders qualified as per the pre-qualification criteria & technical

criteria will be short-listed and financial bids of those bidders will be opened for

evaluation and arriving at L1 bidder i.e. the bidder offering lowest cost to the

TENDERER. The tenderer may also open the rate of disqualified vendors if wished for

comparison purposes, however, the Lowest 1 (L1) would only be decided among the

qualified vendor of pre-qualification and technical.

15.18 Award of Contract

1. Award Criteria: The Criteria for selection will be the lowest cost to the TENDERER.

The TENDERER may negotiate the prices with L1 Bidder. The negotiation shall be

done in reverse auction or any form as decided by the tenderer and all qualified

vendors or as decided by the tenderer, the selected vendors shall have to accept the

approach of the negotiation planned by the tenderer.

2. Reverse Auction would be conducted amongst all the technically qualified bidders

except the highest quoting bidder. The technically qualified Highest Quoting bidder

will not be allowed to participate in RA.

4. The TENDERER reserves the right at the time of award to increase or decrease

quantity for the requirements originally specified in the document without any change

in Bid rate or other terms and conditions.

5. In case, if lowest bidder does not accept the award of the contract or is found to be

involved in corrupt and/or fraudulent practices, the next lowest bidder will be awarded

the contract. In such a scenario, the next lowest bidder will have to match the price of

the lowest bidder.

15.19 Notification of Award

1. Before expiration of the period of Bid validity, the TENDERER will notify the

successful Bidders and issue LoI/ Work Order.

15.20 Signing of Contract

1. Within Fifteen (15) working days from the notification of award, the successful Bidder

shall sign and date the Contract and return it to the TENDERER.

15.21 Amendment to the Agreement

1. Amendments to the Agreement may be made by mutual agreement by both the

Parties. No variation in or modification in the terms of the Agreement shall be made

except by written amendment signed by both the parties. All alterations and changes

in the Agreement will take into account prevailing rules, regulations and laws

applicable in the state of Gujarat.

15.22 Contract Obligation

1. If after the award of the contract the Bidder does not sign the Agreement or fails to

furnish the Performance Bank guarantee within fifteen (15) working days along with

the inception report and working schedule as per the tender requirements & if the

project work is not started within fifteen (15) working days after submission of PBG

as mentioned, the TENDERER reserves the right to cancel the contract and apply all

remedies available to him under the terms and conditions of this contract.

2. Once the contract is confirmed and signed, the terms and conditions contained

therein shall take precedence over the Bidder’s bid and all previous correspondence.

15.23 Books and Records

1. Successful bidder shall maintain adequate Documents Related to project’s physical

materials & equipment for inspection and audit by the TENDERER or its nominated

agency during the terms of Contract until expiry of the performance guarantee.

16 General Conditions of Contract (GCC)

16.1 Applicability

1. These general conditions shall apply to the extent that they are not superseded by

provisions in other parts of the contract. For interpretation of any clause in the RFP or

Contract Agreement, the interpretation of the TENDERER shall be final and binding

on the successful bidder.

16.12 Severability

1. If any term, clause or provision of the agreement shall be judged to be invalid for any

reason whatsoever such invalidity shall not affect the validity or operation of any

other term, clause or provision of the agreement and such invalid term clause or

provision shall be deemed to have been deleted from the agreement and if the invalid

portion is such that the remainder cannot be sustained without it, both parties shall

enter into discussions to find a suitable replacement to the clause that shall be legally

16.13 Patent Rights

1. The O&M agency shall indemnify TENDERER against all third party claims of

infringement of patent, trademark or industrial design rights arising from the use of

the equipment’s and services or any part thereof.

16.14 Assignment

1. The O&M agency shall not assign, in whole or in part, his obligations to perform

under the contract, to any other party or persons.

16.15 Termination of Service

1. Termination by the TENDERER – As the continuity of network is one of the major

issues to any public service communication, the TENDERER reserves the right to

suspend any of the services and/or terminate this agreement in the following

circumstances by giving 15 days’ notice in writing:

a. The bidder becomes the subject of bankruptcy, insolvency, and winding up,

receivership proceedings;

b. In case the TENDERER finds illegal use of connections, hardware, software

tools, manpower etc. that are dedicated to the TENDERER’S project(s);

c. In case the bidder fails to provide services at the minimum agreed service

level continually for 2 quarters;

2. Termination by Successful bidder –The successful bidder reserves the right to

suspend any of the Services and/or terminate the Agreement at any time with

days’ notice if the payment to the Successful bidder is due for more than 2 (two)

consecutive quarters.

3. Conditions of Termination –

3.1. Upon occurrence of an event of default as set out in Clause above, either party will

deliver a default notice in writing to the other party which shall specify the event of

default, and give the other party an opportunity to correct the default.

3.2. Upon expiry of notice period unless the party receiving the default notice remedied

the default, the party giving the default notice may terminate the Agreement.

3.3. During the notice period, both parties shall, save as otherwise provided therein,

continue to perform their respective obligations under this Agreement and shall not,

whether by act of omission or commission impede or otherwise interfere with party’s

endeavour to remedy the default which gave rise to the commencement of such

16.16 Force Majeure

1. Force Majeure shall mean any event or circumstances or combination of events or

circumstances that materially and adversely affects, prevents or delays any Party in

performance of its obligation in accordance with the terms of the Agreement, but only

if and to the extent that such events and circumstances are not within the affected

party's reasonable control, directly or indirectly, and effects of which could have

prevented through Good Industry Practice or, in the case if construction activities

through reasonable skill and care, including through the expenditure of reasonable

2. Any events or circumstances meeting the description of the Force Majeure which

have same effect upon the performance of any contractor shall constitute Force

Majeure with respect to the Successful bidder. The Parties shall ensure compliance

of the terms of the Agreement unless affected by the Force Majeure Events. The

Successful bidder shall not be liable for forfeiture of its implementation / Performance

guarantee, levy of Penalties, or termination for default if and to the extent that it’s

delay in performance or other failure to perform its obligations under the Agreement

is the result of Force Majeure.

3. Force Majeure Events: The Force Majeure circumstances and events shall include

the following events to the extent that such events or their consequences (it being

understood that if a causing event is within the reasonable control of the affected

party, the direct consequences shall also be deemed to be within such party's

reasonable control) satisfy the definition as stated above.

4. Without limitation to the generality of the foregoing, Force Majeure Event shall

include following events and circumstances and their effects to the extent that they,

or their effects, satisfy the above requirements:

a. Natural events (“Natural Events”) to the extent they satisfy the foregoing

requirements including:

i. Any material effect on the natural elements, including lightning, fire,

earthquake, cyclone, flood, storm, tornado, or typhoon;

ii. Explosion or chemical contamination (other than resulting from an act

iii. Pandemic / Epidemic;

iv. Any event or circumstance of a nature analogous to any of the

b. Other Events (“Political Events”) to the extent that they satisfy the foregoing

requirements including:

i. Political Events which occur inside or Outside the State of Gujarat or

involve directly the State Government and the Central Government

(“Direct Political Event”), including:

1. Act of war (whether declared or undeclared), invasion, armed

conflict or act of foreign enemy, blockade, embargo, revolution,

riot, insurrection, civil commotion, act of terrorism or sabotage;

2. Strikes, work to rules, go-slows which are either widespread,

nationwide, or state-wide or are of political nature;

3. Any event or circumstance of a nature analogous to any of the

5. Force Majeure Exclusions; Force Majeure shall not include the following event(s)

and/or circumstances, except to the extent that they are consequences of an event of

a. Unavailability, late delivery

b. Delay in the performance of any contractor, sub-contractors or their agents;

6. Procedure for calling Force Majeure: The Affected Party shall notify to the other Party

in writing of the occurrence of the Force Majeure as soon as reasonably practicable,

and in any event within 5 (five) days after the Affected Party came to know or ought

reasonably to have known, of its occurrence and that the Force Majeure would be

likely to have a material impact on the performance of its obligations under the

Agreement. If such force majeure circumstances continue for more than three

months then either party may terminate the Contract, or complete performance of the

Contract with such adjustments as are required by the existence of the force majeure

and are agreed upon by the parties.

16.17 Resolution Disputes

1. If any dispute arises between the Parties hereto during the subsistence or thereafter,

in connection with the validity, interpretation, implementation or alleged material

breach of any provision of the Agreement or regarding a question, including the

questions as to whether the termination of the Contract Agreement by one Party

hereto has been legitimate, both Parties hereto shall endeavor to settle such dispute

amicably. The attempt to bring about an amicable settlement is considered to have

failed as soon as one of the Parties hereto, after reasonable attempts [which attempt

shall continue for not less than 30 (thirty) days], give 15 days’ notice thereof to the

other Party in writing.

2. In the case of such failure the dispute shall be referred to a sole arbitrator or in case

of disagreement as to the appointment of the sole arbitrator to three arbitrators, two

of whom will be appointed by each Party and the third appointed by the two

3. The place of the arbitration shall be Gandhinagar, Gujarat.

4. The Arbitration proceeding shall be governed by the Arbitration and Conciliation Act

of 1996 as amended.

5. The proceedings of arbitration shall be in English language.

6. The arbitrator’s award shall be substantiated in writing. The arbitration tribunal shall

also decide on the costs of the arbitration procedure.

7. The Parties hereto shall submit to the arbitrator’s award and the award shall be

enforceable in any competent court of law.

16.18 Taxes & Duties

1. Successful Bidder is liable for all applicable taxes and duties at actual & will be paid

by the TENDERER at the time of releasing the payments.

16.19 Indemnity

The Bidder shall indemnify, defend and hold harmless GNFC, its directors, officers,

employees and representatives from and against any and all losses, liabilities, damages,

claims, demands, actions, proceedings, costs and expenses (including reasonable attorneys’

fees) arising out of or in connection with:

a. any breach by the Bidder of the terms, representations, warranties or obligations

contained in this RFP or in any subsequent agreement executed pursuant to this RFP;

b. any negligent act, omission, fraud, willful misconduct or default of the Bidder, its

employees, agents, subcontractors or representatives in the performance of the services;

c. any violation of applicable laws, regulations, or statutory requirements by the Bidder in

connection with the performance of the services;

d. any third-party claim alleging infringement or misappropriation of any intellectual property

rights arising from the deliverables, materials, or services provided by the Bidder; and

e. any claim relating to bodily injury, death, or damage to property caused by the Bidder or

its personnel during the course of performance of the services.

The indemnity obligations of the Bidder shall survive the completion, termination or expiry of

this RFP process and any resulting agreement.

16.20 Limitation of Liability

GNFC’s cumulative liability for its obligations under this Contract/RFP shall not exceed

the value of the charges payable by GNFC within the remaining duration of the Contract

term from the day claim is raised, also GNFC shall not be liable for incidental,

consequential, or indirect damages including loss of profit or saving.

16.21 Information Security

1. The successful bidder shall not carry and / or transmit any material, information,

layouts, diagrams, storage media or any other goods / material in physical or

electronic form, which are proprietary to or owned by TENDERER, without prior

written permission from THE TENDERER.

2. The successful bidder shall adhere to the Information Security policy developed by

3. The successful bidder acknowledges that the TENDERER business data and other

the TENDERER proprietary information or materials, whether developed by the

TENDERER or being used by the TENDERER pursuant to a license agreement with

a third party (the foregoing collectively referred to herein as “proprietary information”)

are confidential and proprietary to the TENDERER and successful bidder agrees to

use reasonable care to safeguard the proprietary information and to prevent the

unauthorized use or disclosure thereof, which care shall not be less than that used by

successful bidder to protect its own proprietary information.

4. The successful bidder recognizes that the goodwill of the TENDERER depends,

among other things, upon successful bidder keeping such proprietary information

confidential and that unauthorized disclosure of the same by successful bidder could

damage the TENDERER and that by reason of Implementation Agency’s duties

5. The successful bidder may come into possession of such proprietary information

even though successful bidder does not take any direct part in or furnish the services

performed for the creation of said proprietary information and shall limit access

thereto to employees with a need to such access to perform the services required by

this agreement. The successful bidder shall use such information only for the

purpose of performing the said services.

16.22 Use of Agreement Documents and Information

1. The Successful bidder shall not without prior written consent from the TENDERER

disclose the Agreement or any provision thereof or any specification, plans,

drawings, pattern, samples or information furnished by or on behalf of TENDERER in

connection therewith to any person other than the person employed by the

successful bidder in the performance of the Agreement. Disclosure to any such

employee shall be made in confidence and shall extend only as far as may be

necessary for such performance.

2. The Successful bidder shall not without prior written consent of TENDERER make

use of any document or information made available for the project except for

purposes of performing the Agreement.

3. All project related documents issued by TENDERER other than the Agreement itself

shall remain the property of TENDERER and Originals and all copies shall be

returned to TENDERER on completion of the Successful bidder's performance under

the Agreement, if so required by the TENDERER.

16.23 Performance Bank Guarantee (PBG)

1. PBG will be of 11.8% of basic PO value (i.e. 10% of basic PO value + 18 GST)

2. The Successful bidder shall furnish PBG as per the format provided in the bid

document to the TENDERER in the form of bank guarantee towards faithful

performance of the contract obligation, and performance of the services during

contract period. In case of poor and unsatisfactory field services, the TENDERER

shall invoke the PBG.

3. The Performance Bank Guarantee shall be in the prescribed format attached

herewith as an annexure____to the RFP document to be submitted Within

working days of receipt of award, from any Nationalized Bank/ICICI Bank /AXIS Bank

/Kotak Bank /HDFC bank located in India.

4. The Bank Guarantee shall be valid for a duration of 180 days beyond the expiry of

5. The Performance Guarantee shall be discharged by the TENDERER and returned to

the successful bidder within 30 days from the date of expiry of the Performance Bank

16.24 Bidder’s Team

1. The Bidder shall supply to THE TENDERER an organization chart showing the

proposed organization/manpower not less than the proposal made in the proposed

technical solution of the RFP, to be established by the Bidder for execution of the

work / facilities including the identities of the key personnel to be deployed during

Kick-off meeting.

2. The Bidder shall promptly inform THE TENDERER in writing of any revision or

alteration in such organization chart.

3. The Bidder shall be responsible for the deployment, transportation, accommodation

and other requirements of all its employees required for the execution of the work

and for all costs/charges in connection thereof.

4. The Bidder shall provide and deploy only those manpower resources on the Site for

carrying out the work, who are skilled and experienced in their respective trades and

who are competent to execute or manage / supervise the work in a proper and timely

manner as per the RFP.

5. TENDERER may at any time object to and require the Bidder to remove forthwith

from the site an employee of the Bidder or any persons deployed by Bidder or it’s

sub-contracted agency, if in the opinion of THE TENDERER, the person in question

has misconducted himself or professional incompetence or negligence or for being

deployed for work for which he is not suited or his deployment is otherwise

considered undesirable by THE TENDERER, the Bidder shall forthwith remove and

shall not again deploy the person in question of the work site without the written

consent of THE TENDERER.

6. The Bidder shall consider the request and may accede to or disregard it. The

TENDERER having made a request as aforesaid in the case of any person which the

Bidder has disregarded, may in the case of the same person at any time but on a

different occasion and for a different instance of one of the reasons referred to above

in this Clause object to and require the Bidder to remove that person from

deployment on the work which the Bidder shall then forthwith do and shall not again

deploy any person so objected to on the work or on the sort of work in question (as

the case may be) without the written consent of the TENDERER.

7. THE TENDERER shall state to the Bidder in writing its reasons for any request or

requirement pursuant to this clause.

8. The Bidder shall maintain backup personnel and shall promptly provide replacement

of every person removed pursuant to this section with an equally competent

substitute from the pool of backup personnel.

9. In case of change in its team composition owing to attrition the Bidder shall ensure a

reasonable amount of time-overlap in activities to ensure proper knowledge transfer

and handover/takeover of documents and other relevant materials between the

outgoing and the new member.

16.25 Right of Monitoring, Inspection and Periodic Audit

1. TENDERER reserves the right to inspect and monitor / assess the progress /

performance / maintenance of the project and/or its component’s at any time during

the course of the Contract.

2. The TENDERER may demand, and upon such demand being made The

TENDERER, the bidder shall be provided with any document, data, material or any

other information which it may require to assess the progress of the project/delivery

3. TENDERER shall also have the right to conduct, either itself or through another third

party as it may deem fit, an audit to monitor the performance of the successful

bidder, its obligations / functions in accordance with the standards committed to or

required by the TENDERER and the successful bidder undertakes to cooperate with

and provide to TENDERER or its designated agency, all documents and other details

as may be required by them for this purpose.

4. Any deviations or contravention identified as a result of such audit/assessment would

need to be rectified by the successful bidder failing which TENDERER may without

prejudice to any other rights that it may have issued a notice of default.

1. The bidder understands and agrees that all materials and information marked and

identified by TENDERER as ‘Confidential’ are valuable assets of TENDERER and

are to be considered` TENDERER’s proprietary information and property.

2. The bidder will treat all confidential materials and information provided by

TENDERER with the highest degree of care necessary to ensure that unauthorized

disclosure does not occur. The successful bidder will not use or disclose any

materials or information provided by TENDERER without TENDERER’s prior written

3. The bidder shall not be liable for disclosure or use of any materials or information

provided by TENDERER or developed by the bidder which is:

1. possessed by the bidder prior to receipt from TENDERER, other than through

prior disclosure by TENDERER, as documented by bidder 's written records;

2. published or available to the general public otherwise than through a breach of

3. Obtained by bidder from a third party with a valid right to make such disclosure,

provided that said third party is not under a confidentiality obligation to

4. Developed independently by the bidder.

4. In the event that successful bidder is required by judicial or administrative process to

disclose any information or materials required to be held confidential hereunder,

successful bidder shall promptly notify TENDERER and allow TENDERER a

reasonable time to oppose such process before making disclosure.

5. Bidder understands and agrees that any use or dissemination of information in

violation of this Confidentiality Clause will cause TENDERER irreparable harm, may

leave TENDERER with no adequate remedy at law and TENDERER is entitled to

seek to injunctive relief.

6. TENDERER does not wish to receive the Confidential Information of bidder, and

bidder agrees that it will first provide or disclose information which is not confidential.

Only to the extent that TENDERER requests Confidential Information from bidder,

then bidder will furnish or disclose Confidential Information.

7. Nothing herein shall be construed as granting to either party any right or license

under any copyrights, inventions, or patents now or hereafter owned or controlled by

the other party. The requirements of use and confidentiality set forth herein shall

survive the expiration, termination or cancellation of this RFP.

8. Confidential Information disclosed under this contract shall be subject to

confidentiality obligations for a period of two years following the initial date of

9. Nothing contained in this contract shall limit the bidder from providing similar services

to any third parties or reusing the skills, know-how, and experience gained by the

employees in providing the services contemplated under this contract.

10. Non-Disclosure Agreement (NDA):

"The Tenderer shall ensure the confidentiality of all information provided in

connection with this RFP and agrees to sign a non-disclosure agreement (NDA) with

the Contracting Authority. The NDA shall be binding on the Tenderer and its

subcontractors and shall remain in force for the duration of the project and for a

period of 3 years thereafter."

11. Indemnification:

"The Tenderer shall indemnify and hold harmless the Contracting Authority from any

and all claims, liabilities, damages, and expenses arising out of or related to the

performance of the project by the Tenderer or its subcontractors. The Tenderer shall

maintain adequate insurance coverage to cover such claims, and the Contracting

Authority may request proof of such coverage at any time.

16.27 Exit Management

16.27.1 Purpose

1. This clause sets out the provisions which will apply upon completion of the contract

period or upon termination of the agreement for any reasons. The Parties shall

ensure that their respective associated entities, in case of THE TENDERER, any

third party appointed by THE TENDERER and in case of the O&M agency, the

subcontractors, carry out their respective obligations set out in this Exit Management

2. The exit management period starts 3 months before the expiry of contract or in case

of termination of contract, the date on which the notice of termination is sent to the

O&M Agency. The exit management period ends on the date agreed upon by THE

TENDERER or 6(six) months after the beginning of the exit management period,

whichever is earlier.

3. The Parties shall ensure that their respective associated entities, authorized

representative of or its nominated agencies and the vendor carry out their respective

obligations set out in this Exit Management Clause.

4. Before the expiry of the exit management period, the Bidder shall deliver to THE

TENDERER or its nominated agencies all new or up-dated materials, and shall not

retain any copies thereof, except that the Bidder shall be permitted to retain one copy

of such materials for archival purposes only.

16.27.2 Cooperation and Provision of Information

1. During the exit management period:

1. The Bidder will allow THE TENDERER or any third party appointed by THE

TENDERER, access to information reasonably required to define the then current

mode of operation associated with the provision of the services to enable THE

TENDERER or any third party appointed by THE TENDERER to assess the

existing services being delivered;

2. Promptly on reasonable request by THE TENDERER or any third party appointed

by THE TENDERER, the Bidder shall provide access to and copies of all

information held or controlled by them which they have prepared or maintained in

accordance with the “Contract”, the Project Plan, SLA and Scope of Work,

relating to any material aspect of the services.

3. THE TENDERER or any third party appointed by THE TENDERER shall be

entitled to copy all such information. Such information shall include details

pertaining to the services rendered and other performance data. The GSWAN

operator shall permit THE TENDERER or any third party appointed by THE

TENDERER to have reasonable access to its employees and facilities as

reasonably required by THE TENDERER or any third party appointed by THE

TENDERER to understand the methods of delivery of the services employed by

the Bidder and to assist appropriate knowledge transfer.

4. Before the end of exit management period, the Bidder will ensure a successful

trial run of Network administration, Facility management including helpdesk

management etc. by THE TENDERER or by any third party appointed by THE

a. The Bidder will promptly, on the commencement of the exit management

period, supply to THE TENDERER or any third party appointed by THE

TENDERER the following:

b. Information relating to the current services rendered and performance

data relating to the performance of sub-contractors/bandwidth providers in

relation to the services.

c. Documentation related to Intellectual Property Rights.

d. All confidential information related to THE TENDERER.

e. Documentation relating to sub-contractors.

f. All current and updated THE TENDERER data as is reasonably required

by THE TENDERER or any third party appointed by THE TENDERER for

purposes of transitioning the services to THE TENDERER or any third

party appointed by THE TENDERER, in a format prescribed by THE

TENDERER or any third party appointed by THE TENDERER.

g. All other information (including but not limited to documents, records and

agreements) relating to the services reasonably necessary to enable THE

TENDERER or any third party appointed by THE TENDERER, to carry

out due diligence in order to transition the provision of the Services to

THE TENDERER or any third party appointed by THE TENDERER, (as

the case may be).

2. Before the expiry of the exit management period, the Bidder shall deliver to THE

TENDERER or any third party appointed by THE TENDERER all new or updated

materials and shall not retain any copies thereof.

3. Before the expiry of the exit management period, unless otherwise provided

under the “Contract”, THE TENDERER or any third party appointed by THE

TENDERER shall deliver to the Bidder all forms of “O&M agency’s” confidential

information which is in the possession or control of THE TENDERER or any third

party appointed by THE TENDERER.

1. Right of Access to Premises

2. At any time during the exit management period, where Assets are located at the

O&M agency’s premises, the Bidder will be obliged to give reasonable rights of

access to (or, in the case of Assets located on a third party's premises, procure

reasonable rights of access to) THE TENDERER or any third party appointed by THE

TENDERER in order to take stock of the Assets.

3. The Bidder shall also give THE TENDERER or any third party appointed by THE

TENDERER, right of reasonable access to its premises and shall procure THE

TENDERER or any third party appointed by THE TENDERER, rights of access to

relevant third party premises during the exit management period and for such period

of time following termination or expiry of the “Contract” as is reasonably necessary to

migrate the services to THE TENDERER or any third party appointed by THE

16.27.3 General Conditions

1. The Bidder shall re-draft the Exit Management Plan annually to ensure that it is kept

relevant and up to date.

2. Each Exit Management Plan shall be presented by the Bidder to and approved by

THE TENDERER or any third party appointed by THE TENDERER.

3. In case of expiry or termination of contract, each Party shall comply with the Exit

Management Plan.

4. During the exit management period, the Bidder shall use its best efforts to deliver the

5. Payments during the Exit Management period shall be made in accordance with the

Terms of Payment Clause.

6. This Exit Management plan shall be furnished in writing to THE TENDERER or any

third party appointed by THE TENDERER within 90 days from the Effective Date of

16.27.4 Exit Management Plan

1. The Bidder shall provide THE TENDERER or any third party appointed by THE

TENDERER with a recommended exit management plan ("Exit Management Plan")

which shall deal with at least the following aspects of exit management in relation to

the “Contract” as a whole and in relation to the Project Plan, SLA and Scope of Work.

2. A detailed program of the transfer process that could be used in conjunction with

THE TENDERER or any third party appointed by THE TENDERER including details

of the transfer process and of the management structure to be used during the

3. Plans for the communication with such of the O&M agency’s sub-contractors, staff,

suppliers, customers and any related third party as are necessary to avoid any

material detrimental impact on THE TENDERER's operations as a result of

undertaking the transfer.

4. Identification of specific security tasks necessary at termination.

5. Plans for provision of contingent support to THE TENDERER or any third party

appointed by THE TENDERER for a reasonable period after transfer for the

purposes of seamlessly replacing the Services.

16.28 Change Requests

1. TENDERER may at any time, by a written order given to the successful bidder make

changes within the general scope of the contract in any one or more of the following:

a. Change in address for delivery of equipment.

2. TENDERER may at any time, by a written order given to the O&M agency make

changes within the general scope of the contract in any one or more of the following

during the contract period:

a. The service to be provided by the successful bidder.

b. Change in QoS parameters at any office location or across all locations.

16.29 Approval/Clearances

1. Necessary approvals/ clearances from concerned authorities, for establishing the

proposed project are to be obtained by the Bidder, in case if any assistance is

required from the TENDERER the same shall be extended accordingly after due

2. Necessary approvals/clearances from concerned authorities, as required, for fire

protection, government duties/taxes are to be obtained by the Bidder.

3. Necessary approvals/ clearances from DoT/TEC/TRAI/ Concerned authorities, for

establishing the network and connecting different Network elements shall be

obtained by the Bidder.

16.30 Provision of Space/Utilities

1. Necessary electrical AC power supply at every site will be provided for the

Successful bidder by the TENDERER.

2. The entry and exit to the site for the equipment and personnel of the Successful

bidder shall be in accordance with Security Rules and Regulations that may apply to

the Campus where the site is located.

3. The Bidder shall obtain the required permission to enable the successful bidder

employees or its authorized personnel to enter in the premises where the Services

are provided for related activities. This shall be in accordance with Security Rules

and Regulations that may apply to the Campus where the site is located.

16.31 Project Management and Implementation

1. The entire scope of the work depends on the technical skill and experience in

management of the same level or kind of infrastructure.

2. It is mandatory for the Bidder to deploy qualified professional to install, commission &

maintain the network, as defined under scope of work.

3. The bidder will be responsible to undertake and complete the works related to

supply, installation and commissioning of entire network within the duration

prescribed by the TENDERER.

4. The bidder will be responsible to provide the desired Bandwidth at all the locations at

the agreed price. The works are to be completed on turnkey basis. The Bidder shall

be responsible for implementation of the work as defined.

5. The network connectivity shall be supplied strictly in accordance with the

specifications and SLA’s as stated in this RFP.

6. The Bidder will have to carry out reinstallation or shifting of the Local Circuit and

related equipment ‘Free of Cost’, to a maximum distance of 100 meters, for distance

beyond 100 meters the link will be considered as a new link and the charges shall be

paid in accordance to the price bid. The bidder shall act as single Agency to organize

and manage the entire project – including supply, installation and commissioning of

the equipment & network connectivity procured under this RFP for the entire duration

of the project.

7. Any proposed equipment’s shall be new and no second hand\refurbished equipment

shall be accepted. Occurrence of such an event, will amount to mischief and

fraudulence and the Bidder shall be liable for penal action.

8. As part of implementation phase the Successful bidder shall provide details of

equipment that will be incorporated in the proposed system, material and manpower

as required. The location for storing spare parts and quantity, if any, there on should

also be clearly indicated.

9. The Bidder need to manage & maintain various records related to the services

extended to the TENDERER.

10. If required, the Bidder may need to coordinate and approach various agencies

working for the TENDERER.

11. The bidder needs to maintain the required security of the network as per the Security

guidelines of DoT/TRAI and its revision from time to time.

12. The Bidder is responsible for maintaining the documentation on the progress of the

work and will have to update the same on a weekly basis. Successful bidder will have

to submit the progress reports regularly, as per the guideline issued by the

13. In case of outages, the Bidder needs to replace or repair the faulty

part/component/device to restore the services at the earliest. The cost of the

repairing or replacement of faulty components/device has to be entirely borne by the

14. All expenses related to component/device, including hiring of specialized technical

expertise, in case required, have to be borne by the Bidder as part of Contract

15. The Successful bidder will implement the project strictly as per the plan approved by

the TENDERER. The Successful bidder will have to complete a provisional Final

Acceptance Test of the equipment to the satisfaction of the TENDERER. This period

may be extended depending upon the fulfilment of the Conditions Precedent.

16. The Successful bidder shall provide the necessary technical support, Standard

Operating Procedure (SOP) and other information to the TENDERER and its user

organizations in implementing the proposed system applications.

17. The Successful bidder may have to work during Holidays and Sundays, according to

the urgency of work. The Successful bidder will obtain such permission on his own in

consultation with the associated department(s)/organizations. It will be the

responsibility of the Successful bidder to co-ordinate with all other stakeholders

working with the TENDERER in order to obtain NOC required to execute the job.

18. The Successful bidder shall not disturb or damage the existing network, if any. If in

case any damage to the network is done, the same shall be corrected with no extra

cost to the TENDERER. The Successful bidder shall also be responsible for paying

penalty, as imposed by the service owner to which the damage is incurred.

19. In case of the material/solution supplied and installed is rejected owing to its non-

conformity to the specification or due to the poor quality of workmanship, the same

shall be replaced promptly.

20. The Successful bidder shall treat all matters connected with the contract strictly

confidential and shall undertake not to disclose, in any way, information, documents,

technical data, experience and know how, without prior written permission from the

21. Any damage caused to the property of the TENDERER or any other

department/agency while executing the job shall be sole responsibility of Successful

bidder. In case any damage to the property is caused, the same will be recovered

from the Successful bidder. No extra cost shall be paid to the Successful bidder for

22. The Successful bidder shall have to furnish the documentation of the work

undertaken in consultation with the TENDERER or its representative. Three sets of

such documentation should be provided before the issue of completion certificate.

23. In the event of the delay in delivery of contracted services or services is not

satisfactory the TENDERER, the TENDERER may procure goods/ services from

elsewhere as prescribed in bid and Successful bidder shall be liable without

limitations for the difference between the cost of such substitution and the price set

forth in the contract for the goods involved i.e. at the risk and cost of the Successful

24. All work shall be performed and executed by the Successful bidder in strict

conformity with the representative from the TENDERER and any relative instruction

issued to the Successful bidder from time to time.

25. The TENDERER will carry out all inspection and testing and acceptance of work

done by the successful bidder. All Invoices, Vouchers, Bills for supplied goods and

services by the Successful bidder under the scope of the work will be verified,

measured and accepted by such designated TENDERER representative, for release

16.32 Governing Law

The Bidding Process shall be governed by, and construed in accordance with, the laws

of India and the Courts at Gandhinagar shall have exclusive jurisdiction over all disputes

arising under, pursuant to and/or in connection with the Bidding Process.

16.33 Subcontracting

Sub-contracting / Outsourcing shall not be allowed under this contract.

17.0 CERTIFICATE:

We have read and understood all the terms and conditions as above, and the

same are acceptable to us, without any reservation whatsoever.

Name of the firm and Address