Engagement of Agency for Providing Project Finance Team For Gujarat Rail Infrastructure Development Corporation Limited (G-RIDE), Gandhinagar

to the rate of each item and the net rate shall be rounded off to 2 decimal places. The

net rate so calculated shall then be used for calculating the amount for each item. The

sum of the amounts of all items so calculated shall be the overall Evaluated Proposal

III. The Evaluated Total Price will be worked out for all Financial Proposals as above. The

lowest Evaluated Total Price will be given a financial score of 100 points. The other

proposals will be given financial scores that are inversely proportional to their Evaluated

Total Prices. The Following formula shall be used to calculate the financial scores: -

Sf - Financial score of the proposal under consideration (rounded off to two decimal

Fm - Lowest Evaluated Total Price

F - Evaluated Total Price of the proposal under consideration

5.7.4. EVALUATION OF COMBINED SCORE:

Following completion of evaluation of Technical and Financial Proposals, final

ranking of the Proposals will be determined. This will be done by applying a weightage

to the technical and financial score of each evaluated qualifying Technical and

Financial Proposal and then computing the total Combined Score (S) for each

Consultant as given below (Wt & Wf are as per data sheet)

Combined Score, S = (St x Wt) + (Sf x Wf) where:

S = Final score

St = Technical score

Sf = Financial score

Wt = Weightage of technical score

Wf = Weightage of financial score

The weightage to be applied to the technical score (Wt): 80% and the weightage to be

applied to the financial score (Wf): 20%.

The proposal with the highest combined total score will be ranked first; the second-

highest score will be ranked second; and so on.

However, in the event the proposals of two or more Consultants have the same scores

in the final ranking, the Consultant having obtained a higher score in the technical

proposal shall be rated higher in the ranking.

C. Negotiations

6.1 Normally Negotiations are not allowed. However, if required, negotiations will be held at

the address indicated in the Data Sheet. Representatives conducting negotiations on behalf

of the Consultant must have written authority to negotiate technical, and other terms and

conclude a legally binding agreement.

7.1 Information relating to evaluation of Proposals and recommendations concerning contract

award shall not be disclosed to consultants who submitted Proposals or to other persons not

officially concerned with the recruitment process until the winning firm has been notified

and the contract awarded.

8 Award of Contract

8.1 The Employer reserves the right to accept or reject any proposal and to annul the bidding

process and reject all proposals at any time prior to award of contract, without thereby

incurring any liability to the Consultants. In case of annulment, all proposals submitted and,

specifically, proposal securities shall be promptly returned to the Consultants.

8.2 The Employer shall award the Contract to the Consultant whose proposal is substantially

responsive to the BID Document, provided further that the Consultant is determined to be

qualified to perform the Contract satisfactorily and whose offer has been determined as first

rank (having highest combined total score) as per ITC 5.7.3.4 and after successful

negotiations, if any, subject to ITC 8.3 below.

8.3 The Employer has the right to review at any time prior to award of contract that the

qualification criteria, as specified in ITC 1.1.2 and 1.6, are still being met by the Consultant

whose offer has been determined as first rank. A Proposal shall be rejected if the

qualification criteria, as specified in ITC 1.1.2 and 1.6, are no longer met by the Consultant

whose offer has been determined as first rank. In this event the Employer shall proceed to

the Proposal next in rank to make a similar reassessment of that Consultant’s capabilities

to perform satisfactorily.

9 Notification of Award

9.1 After completion of negotiations (if any), prior to the expiration of proposal validity, the

Employer will notify the successful consultant in writing through registered letter, or e-mail

that its proposal has been accepted by the Competent Authority at G-RIDE’s Corporate

Office at Gandhinagar.

9.2 The notification of award will constitute the formation of contract.

9.4 Upon the successful consultant’s furnishing of the performance security, pursuant to clause

11 of these ITC, the Employer will promptly notify the other Consultants who submitted

Proposals that they were unsuccessful and will discharge their Proposal Security, pursuant

to clause 5.4.2.

10 Signing of Contract

10.1 After the Employer notifies the successful consultant that its proposal has been accepted

and the consultant has furnished the performance security in accordance with Clause 11 of

ITC, the Employer will send Form of Contract provided in the Request for Proposals,

incorporating all agreements between the parties, to the consultant.

10.2 Within thirty (30) days of receipt of the Draft agreement, the successful consultant shall

sign and date the contract and return it to the Employer.

11 Performance Security

11.1 Within twenty-eight (28) days of the receipt of notification of award from the Employer,

the successful consultant shall furnish the performance security for an amount as

specified in Data Sheet in accordance with the Conditions of Contract, using the Form

7 provided in the Request for Proposals Section 3 or another form acceptable to the

11.2 Failure of the successful consultant to comply with the requirements of ITC Clause

or ITC Clause 11.1 shall constitute sufficient grounds for the annulment of the award

and forfeiture of the proposal security.

12 Contract Commencement Date

12.1 The Data Sheet indicates the anticipated date for the commencement of the contract

12.2 The actual date of commencement shall be within fifteen (15) days of the Notice to

Proceed given by the Employer in accordance with the provisions of clause 3.06 of

contract agreement in Section 5 of BID.

13 Time of Completion: As indicated in Data Sheet.

14 Jurisdiction

14.1 The bidding process shall be governed by and construed in accordance with the laws of

India and the Courts as indicated in Data Sheet shall have exclusive jurisdiction over all

the disputes/issues arising under, pursuant to and/ or in connection with the bidding

15 Special Provisions for Micro and Small Enterprises (MSEs): - Deleted

Annex 1 (Section 2)-DATA SHEET

Clause Ref. Item Data

1.1 Selection of Consultants. Quality and Cost Based Selection (QCBS) method

1.1.1 Name of the Employer/ Gujarat Rail Infrastructure Development

Authority Corporation Ltd., Gandhinagar

1.8 Validity of the Proposals 120 days from the Bid due Date.

2.1 Pre-bid Meeting: 12:00 hours on 31/08/2026

time, date and venue at G-RIDE Corporate office, 7th Floor, Block No.

6, Udyog Bhavan, Sector 11, Gandhinagar,

Note: Pre-Bid Queries are required to be

submitted before 31/08/2026

2.2 Name and Address of the Transaction Advisor

Employer where the Gujarat Rail Infrastructure Development

correspondence Corporation Ltd.

concerning this Request 7th Floor, Block No. 6, Udyog Bhavan, Sector

for Proposal is to be sent: 11, Gandhinagar, Gujarat

Telephone: 079-23232728

4.3.6 Local Taxation The Consultant is liable to pay taxes as applicable.

While the GST will be paid extra by the Employer

as applicable to the Consultant, all other taxes

shall be payable by the Consultant. G-RIDE shall

be deducting taxes deductible at source as per Tax

Laws/other applicable laws in India.

Facilities to be provided Employer will arrange to provide the facilities as

by the Employer indicated in the Attachment 2 to this Data Sheet.

5.1.2 (v) Bid Processing Fee DD of INR 11,000/- with validity of 90 Days from

5.2 Address of Employer Transaction Advisor

where Consultant must Gujarat Rail Infrastructure Development

submit the proposal in Corporation Ltd.

sealed cover. 7th Floor, Block No. 6, Udyog Bhavan, Sector

11, Gandhinagar, Gujarat

5.3 Deadline for Submission 18:00 hours on 08/09/2026

of Online Proposals

5.3 Deadline for Submission 12:00 hours on 09/09/2026

of offline Proposals

5.4 Proposal Security INR 15,00,000/- (Fifteen lakhs )

Clause Ref. Item Data

5.4.1(I) Validity of Proposal The proposal security shall be valid up to 120 days

Security from the Bid due Date.

5.5 Opening of Technical 12.30 hours on 09/09/2026

5.6.6 Opening of Financial To be notified later.

5.7.2 Minimum Technical 70 out of

5.7.4 Weightage to be applied The weightage to be applied to the technical score

to the Technical and (Wt): 80% and

Financial Proposal Score The weightage to be applied to the financial score

11 Performance Security Within 28 days of issue of Letter of

Acceptance/Award (LOA) @5% of the value of

the accepted Contract amount and in the same

currency(ies) of the Accepted Contract amount in

the form of an unconditional Bank Guarantee for

the stated amounts in the format prescribed in

Form-7 and valid for a period of 28 days beyond

issue of performance certificate (Initially

Performance Security shall be valid upto 28 days

beyond the specified completion of the

consultancy contract).

13 Expected period of 24 months

assignment/consultancy

14 Jurisdiction of Courts Gandhinagar

15 Bank Details Account Title : Gujarat Rail Infrastructure

Development Corporation

Account Number :36568641590

IFSC Code : SBIN0060228

Bank Name : State Bank of India

Bank Address Block No 13, Udhyog

1) In the event of the dates referred to in this document happen to be holidays; the

next working day shall be applicable.

Annex 1 (Section 2)-Attachment

ATTACHMENT 1 to DATA SHEET

HURDLE CRITERIA

1.1. The evaluation of valid proposals received shall be carried out by the Tender

Committee (TC) on the basis of responsiveness to the TOR and the criteria specified

1.2. The proposals received by G-RIDE in response to BID shall be examined in five stages

S.No. Particulars Criteria Remarks

1. Responsiveness Hurdle Includes submission in accordance with the

guidelines in the `Instructions to Consultants’.

2. Hurdle-Based Hurdle To be evaluated as per Clause 5.7.2.2 of Section

Technical Evaluation

3. Quality Based Marking To be evaluated as per Clause 5.7.2.3 to 5.7.2.6 of

Technical Evaluation System Section

4 Financial Evaluation Marking To be evaluated as per Clause 5.7.3 of Section

5 Combined Score Rank To be evaluated as per Clause 5.7.4 of Section

Evaluation System

2. Responsiveness: To be examined as under:

In case the consultant being interested in availing themselves benefits

extended to MSEs in terms of ITC clause 15, has the Consultant enclosed

1) the proof of their being MSE registered with agencies and supporting N.A.

document(s) indicating terminal validity date of registration which is a date

after the deadline for submission of proposals?

2) Has the Consultant Paid the Tender Processing Fee? Yes

3) Is Proposal Security furnished? Yes

4) Is the proposal received prior to Deadline? Yes

5) Is the Financial proposal in a sealed envelope? N.A.

6) All the pages of proposal are numbered and initialled? NA

7) Submitted P.O.A.? Yes

8) Submitted audited Balance Sheets for last 3 financial years? Yes

9) Is the Consultant registered in India? Yes

10) Has the firm submitted audited financial data for last 3 financial years in Yes

Form 5 & Form 10?

11) Has the firm submitted data regarding experience in Form 4? Yes

12) Has the Consultant submitted CVs of Personnel? Yes

13) Has the Consultant any conflict of interest? No

14) Is the Consultant involved in any fraud and corrupt practices? No

15) Has the consultant submitted affidavit that he is not disqualified under Yes

clause 1.1.2 (VII) of Section 2?

16) Has the Consultant submitted undertaking from the parent/holding Yes/Not

company as per ITC Clause 1.1.2(I) in Form 14? applicable

17) Whether undertaking for Staffing Schedule, approach and methodology has Yes

been submitted by the Consultancy firm in Form 1A?

18) Has the consultant submitted the declaration regarding the personnel Yes

working as a regular employee in firm in Form 15?

19) Has the consultant submitted affidavit for downloaded bid document in Yes

Annex 1 (Section 2)-Attachment 2 –

Qualification and experience of the Personnel in the Project Finance team are as below:

Sr. Designation Qualification Experience Unit Quantity

• Minimum 10 years of experience in the field of the

infrastructure sector, including Railways, Railway

logistics, Ports, Urban Transport, Industrial

corridors, roads or airports, involving financial

feasibility/project appraisal, financial modelling,

project structuring or PPP transaction services,

financial planning etc.

• The proposed key personnel shall have been on the

Postgraduate in

payroll of the Bidder or its parent/affiliate/group Man-month (to

Finance Management or Planning or

1 company for a continuous period of at least two (2) be deployed at

Expert Finance or Economics from

years as on the date of submission of the bid.

a reputed institute or college

• Experience of working on at least two (2)

assignments with Central/State

Government/PSUs/JV/SPVs involving Project

Finance, Financial Feasibility, Business Plan,

Transaction Advisory or Project Structuring in

Railways, Rail Logistics, Ports, Roads, Airports or

No Designation Qualification Experience Unit Quantity

• Minimum 05 years of professional experience in

Freight assessment, Railway Infrastructure

Planning, Railway Commercial Operations or

Logistics Infrastructure Consulting.

• The proposed key personnel shall have been on

the payroll of the Bidder or its

parent/affiliate/group company for a continuous

period of at least one (1) year as on the date of

Postgraduate in submission of the bid.

Senior Management/Engineering/Public • The proposed expert should possess a minimum Man-month

of five (5) years of relevant experience in (Deployed

Consultant Policy/Planning or equivalent at

logistics, transportation, freight management,

supply chain operations, traffic assessment,

tariff/rate analysis, cargo movement planning, or

related fields. The expert should have

demonstrated experience in the assessment and

analysis of freight movement, operational

planning, freight revenue assessment, cargo

handling, or loading/unloading operations across

any transportation mode.

Postgraduate in Man-month

Minimum 4 years of experience in the

3 Consultant Management/Engineering/Public (Deployed at

infrastructure sector.

Policy/Planning or equivalent Client Side)

No Designation Qualification Experience Unit Quantity

Should have worked for at least one project with

State or Central Government Project Management

Consultant-related work.

* The Client reserves the right to seek the details regarding the proof of qualification, certifications, registrations and experience of the Experts

• Age limit for Experts to be deployed for the assignment should not be more than 63 years on the date of bid submission

• It is envisaged that the Experts shall be required during the entire term of the assignment (2 years). The Client shall have the right, based on its

work requirements, to release any Expert(s) at any time during the assignment period. Payment shall accordingly be made only for the period

of actual deployment of the respective Expert(s), in accordance with the provisions of the Standard Form of Contract in Section 5 of this RFP.

• The Client shall have the right, based on its work requirements, to release any Expert(s) at any time during the assignment period. Payment

shall accordingly be made only for the period of actual deployment of the respective Expert(s), in accordance with the provisions of the Standard

Form of Contract in Section 5 of this RFP.

I. Additional Personnel

In addition to the 3 member Experts, G-RIDE recognises that additional Expert personnel will be needed to deliver the projects. It is likely that

all the additional personnel may not be required for the entire duration of the assignment. However, other than in the case of initial year, a fresh

assessment of the requirement of the Additional Personnel shall be made by the client (in consultation with the consultant) at the time of

finalisation of annual work orders. Payment to the consultant shall take into consideration the actual deployment of the Additional Personnel and

shall be in accordance with the provisions of the standard form of Contract in Section 6 of this RFP.

* Various categories of Additional Experts with a minimum of 05 years of experience in relevant field may be required to be deputed as

and when required at the man-month rates of senior consultant. During this period, the personnel can be required at any time for a

period of not less than 3 consecutive days. The Out-of-Pocket expenses for visits by such experts shall be paid extra at actual for air

travel in economy class & hotel expenses at maximum of INR 6000/- per day.

As the projects evolve, some positions may be changed/ replaced with new positions. All changes to the Additional Personnel will be decided

by the Client in consultation with the Consultant and be part of the future work orders/supplementary work orders, in accordance with the General

Conditions of the Contract.

The above experts shall have at minimum the qualifications specified for a senior consultant in Annexure

The Client reserved the right, during bid evaluation or at any time during execution, to check documentary evidence. Failure to comply with this

requirement will result in disqualification of the bid or termination of contract.

(Technical & Financial)

Engagement of Agency for providing Project Finance

Team for G-RIDE, Gandhinagar

Form – 1A - Technical Proposal Submission Form

(On letter head of the Consultant)

The Director (Project and Planning),

Gujarat Rail Infrastructure Development Corporation Ltd.

7th Floor, Block

Gandhinagar-382

Sub: Engagement of Agency for providing Project Finance Team for G-RIDE, Gandhinagar”.

Ref: G-RIDE/Finance/2022-23/01 dated

With reference to your RFP Document dated ____[date], we, having examined all relevant

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

______[name of assignment]. The Proposal is unconditional and unqualified.

We are submitting our Proposal as sole applicant.

If negotiations are held during the period of validity of the Proposal, we undertake to negotiate

in accordance with the RFP. Our Proposal is binding upon us, subject only to the modifications

resulting from technical discussions in accordance with the RFP.

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

1.We acknowledge that G-RIDE will be relying on the information provided in the Proposal

and the documents accompanying the Proposal for selection of the Consultant, and we certify

that all information provided in the Proposal and in the supporting documents is true and

correct, nothing has been omitted which renders such information misleading; and all

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

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

aforesaid Project.

3. We shall make available to G-RIDE any additional information it may deem necessary or

require for supplementing or authenticating the Proposal.

4. We acknowledge the right of G-RIDE to reject our application without assigning any reason

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

5. We certify that in the last 3 (three) years, we have neither failed to perform on any contract,

as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial

pronouncement or arbitration award against the Applicant, nor been expelled from any project

or contract by any public authority nor have had any contract terminated by any public authority

for breach on our part.

6. We declare that:

a) We have examined and have no reservations to the RFP, including any

Addendum issued by the Authority;

b) We do not have any conflict of interest in accordance with the terms of the RFP;

c) We have not directly or indirectly or through an agent engaged or indulged in

any corrupt practice, fraudulent practice, coercive practice, undesirable practice or

restrictive practice, as defined in the RFP document, in respect of any tender or request

for proposal issued by or any agreement entered into with G-RIDE or any other public

sector enterprise or any government, Central or State; and

d) We hereby certify that we have taken steps to ensure that no person acting for

us or on our behalf will engage in any corrupt practice, fraudulent practice, coercive

practice, undesirable practice or restrictive practice.

7. We understand that you may cancel the selection process at any time and that you are neither

bound to accept any Proposal that you may receive nor to select the Consultant, without

incurring any liability to the Applicants.

8. We certify that in regard to matters other than security and integrity of the country, we or

any of our affiliates have not been convicted by a court of law or indicted or adverse orders

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

Consultancy for the Project or which relates to a grave offence that outrages the moral sense of

9. 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 affiliates.

We further certify that we have been barred by the central government, any state

government, a statutory body or any public sector undertaking, as the case may be, from

participating in any project or bid, and that any such bar, if any, does not subsist as on

the date of this RFP.

10. We further certify to the best of our knowledge and written information

available with us as on date, that no investigation by a regulatory authority is pending

either against us or against our Associate Companies or against our Managing Director

or any of our Board of Directors/ Managers/ employees deployed on this project, which,

if adversely determined shall affect our capability to perform the services provided

11. 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 G-RIDE in connection with the selection of consultant or in connection with the

selection process itself in respect of the above-mentioned Project.

12. We agree and understand that the proposal is subject to the provisions of the

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

consultancy for the Project is not awarded to us or our proposal is not opened or rejected.

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

Contract in accordance with the contract prescribed in the RFP. We agree not to seek

any changes in the aforesaid form and agree to abide by the same.

14. We have studied RFP and all other documents carefully. We understand that

except to the extent as expressly set forth in the Contract, we shall have no claim, right

or title arising out of any documents or information provided to us by G-RIDE or in

respect of any matter arising out of or concerning or relating to the selection process

including the award of consultancy.

15. The Financial Proposal is being submitted in a separate cover. This Technical

Proposal read with the Financial Proposal shall be binding on us.

16. We agree and undertake to abide by all the terms and conditions of the RFP

17. We undertake, if our proposal is accepted, to:

a. Furnish performance security within 28(Twenty-eight) days of issue date of letter of

b. Enter into the contract agreement within 28 (Twenty-eight) days of issue of Draft

Contract Agreement papers.

18. Unless and until a formal agreement is prepared and executed, this proposal

together with your written acceptance thereof shall constitute a binding contract

19. I/We undertake that:

(i) In competing for (and, if the award is made to us, in executing) the above Contract, we

will strictly observe the laws against fraud and corruption in force in India namely

“Prevention of Corruption Act 1988”.

20. We certify that in preparation and submission of Technical and Financial

information, we have not taken any action which is, or which constitutes a corrupt or

fraudulent practice as defined in the BID documents.

21. I/We agree to allow GRIDE, at its option, to inspect and audit all accounts,

documents, and records relating to the Consultant’s Proposal and to the performance of

the ensuing Consultant’s Contract.

22. Our proposal is valid for 120 days beyond the date of opening of technical

proposal and will be binding on us.

23. We have not made any tampering or changes in the BID documents on which

the bid is being submitted and if any tampering or changes are detected at any stage, we

understand the bid will invite summary rejection and forfeiture of proposal security/the

contract will be liable to be terminated along with forfeiture of Performance Security,

even if LOA has been issued.

24. We declare that we are not liable to be disqualified in accordance with ITC 1.1.2

(VII) and for this we have furnished the affidavit.

25. I/We understand that, the Gujarat Rail Infrastructure Development Corporation

Ltd. is not bound to accept any proposal that the Gujarat Rail Infrastructure

Development Corporation Ltd. may receive.

Yours faithfully,

Signature of authorised signatory of Consultant

Address: …………………….

Enclosures: As per ITC, except for Forms

Form – 1B - Letter regarding Financial Proposal

(On letter head of the Consultant)

The Director (Project and Planning),

Gujarat Rail Infrastructure Development Corporation Ltd.

7th Floor, Block

Gandhinagar-382

Sub: Engagement of Agency for providing Project Finance Team for G-RIDE, Gandhinagar”.

Ref: G-RIDE/TA/Project Finance Team/2026-27/T-33 dated

1. Having examined the completeness of BID documents, studied the terms and conditions

of contract stipulated in the BID documents we, the undersigned offer to provide Project

Finance services for the implementation of the works as instructed by GRIDE

(i) We undertake, if our proposal is accepted, to:

(ii) Furnish performance security within 28 (twenty-eight) days of issue date of

letter of award.

2. Enter into the contract agreement within 30 (thirty) days of issue of draft Contract

Agreement papers.

3. Unless and until a formal agreement is prepared and executed, this proposal together

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

4. I/We …………………. (Name of the Consulting Firm) are submitting our Financial

Proposal for selection of our firm/organization as Project Finance Team online on

https://tender.nprocure.com

5. I/We have submitted the Price Bid online on https://tender.nprocure.com for

undertaking the aforesaid Project in accordance with the Bidding Documents and the

Agreement. Our quoted price is inclusive of taxes except GST as per Article XII of

6. Our Financial Proposal shall be binding upon us subject to the modifications resulting

from contract negotiations up to expiration of the validity period of the proposal, i.e.

120 days beyond the date of opening of Technical Proposal.

7. If negotiations are held during the validity of the Proposal i.e. before ……………., we

undertake to Negotiate on the basis of proposed staff. Our proposal is binding upon us

and subject to any Modifications from contract negotiations.

8. I/We undertake that, in competing for and in executing (if the award is made to us) the

above contract, we will strictly observe the laws of the land in force against fraud and

9. We certify that in preparation and submission of Technical and Financial information,

we have not taken any action which is, or which constitutes a corrupt or fraudulent

practice as defined in the BID documents.

10. I/We agree to allow GRIDE, at its option, to inspect and audit all accounts, documents,

and records relating to the Consultant’s Proposal and to the performance of the ensuing

Consultant’s Contract.

12. We have not made any tampering or changes in the BID documents on which the bid is

being submitted and if any tampering or changes are detected at any stage, we

understand the bid will invite summary rejection and forfeiture of bid security/the

contract will be liable to be terminated along with forfeiture of Performance Security,

even if LOA has been issued.

13. I/We understand that, the Gujarat Rail Infrastructure Development Corporation Ltd. is

not bound to accept any proposal that the Gujarat Rail Infrastructure Development

Corporation Ltd. may receive.

Yours faithfully,

Signature of authorised signatory of Consultant

Address: …………………….

Form - 2 - Format for Power of Attorney

FORMAT FOR POWER OF ATTORNEY FOR AUTHORISED SIGNATORY OF SINGLE

POWER OF ATTORNEY*

(To be executed on non-judicial stamp paper of the appropriate value in accordance with

relevant stamp Act. The stamp paper to be in the name of the company who is issuing the

power of Attorney)

Know all men by these presents, we ………………………………………………… (Name of

Consultant with address of the registered office) ………. do hereby constitute, appoint and

authorize Mr./Ms. ……………………………. (name and residential address

……………………. who is presently employed with us and holding the position of

………………………………………. as our attorney, to do in our name and on our behalf, all

such acts, deeds and things necessary in connection with or incidental to

“Engagement of Agency for providing Project Finance Team for G-RIDE, Gandhinagar”

including signing and submission of all documents and providing information/responses to

Director, GRIDE, representing us in all matters, dealing with Gujarat Rail Infrastructure

Development Corporation Ltd. in all matters in connection with our bid for the said project.

We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney pursuant

to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall

and shall always be deemed to have been done by us.

Dated this the ……… day of ………….

(Signature of authorised Signatory)

(Signature and Name in Block letters of Signatory)

Seal of Company

Witness 1: Witness 2:

Address: Address:

Occupation: Occupation:

• To be executed by Single entity where the competence of the authorised signatory is not

supported by a Board Resolution or General Power of Attorney for such acts (copy of

Board Resolution/GPA to be attached).

• The mode of execution of the Power of Attorney should be in accordance with the

procedure, if any, laid down by the applicable law and the charter documents of the

executant (s) and when it is so required the same should be under common seal affixed

in accordance with the required procedure.

Form - 3 - Consultant’s Information Sheet

Consultant’s Information Sheet

Consultant’s Information

Consultant’s legal name

Consultant’s country and

year of constitution

Consultant’s year of

Registration in India, if not

constituted in India

Consultant’s legal address in

country of constitution and as

Registered in India

Details of Consultant’s

authorized representative

(name, address, telephone

numbers, fax numbers, e-mail

Consultant approved by

Government for similar

nature of work (Refer Clause

Form - 4 - Details of Experience of similar work

Fill up one form per contract, where Consultant has rendered services.

Assignment Name and Project Cost: Approx. value of the contract (in INR in

Country: Duration of assignment (months):

Location within country:

Name of Client & Address: Total No. of Staff-months of the assignment:

Type of Study: Approx. value of the services provided by

your firm under the contract (in INR in

In accordance with the clause of Minimum Crore);

Eligibility Criteria

Start Date (Month/Year): No. of Professional Staff-months provided

Name of Lead Partner: List Key Attributes similar to this

Name of Associated Consultants, If any:

Narrative Description of Project:

(Highlight project cost in the narration)

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

The Consultant shall attach copies of Certificate of Completion/Substantial Completion issued

by the Employer with the form, failing which the claim of the Consultant shall be liable to be

Firm’s Name & Signature of authorized signatory (Seal)

Form - 5 - Net Worth

Consultant must fill in this form

NAME OF CONSULTANT:

Block Year Financial Data for Last 3 Years (for services rendered in India and

outside India with currency of the same).

Year1 Year2 Year3

1. Total Assets

2. Total Liabilities

1. The Consultant shall attach copies of the following original documents with the

Copies of the audited balance sheets, including all related notes, and income statements

for the last three financial years, as indicated above, complying with the following

• All such documents that reflect the financial situation of the Consultant.

• Net Worth must be audited by a certified accountant.

• Net Worth must be complete, including all notes to the financial statements.

• Net Worth must correspond to accounting periods already completed and audited

(no statements for partial periods shall be requested or accepted).

2. In the event that the audited accounts for the latest Financial Year (Financial year

immediately preceding current financial year in which the bid is being opened) are not

available, the Consultant shall furnish information pertaining to last three financial

years after ignoring the latest financial year.

3. Contents of this form should be certified by a Chartered Accountant/Auditor.

4. For filling up this form, use currency conversion procedure as detailed out in note (a)

& (b) below the hurdle criteria table under ITC clause 5.7.2.2.

5. In case a subsidiary is using credentials of their parent/holding company in terms of

ITC 1.1.2 I, data and supporting documents of their parent/holding company shall also

Form - 6 - Proposal Security

(On non-judicial stamp paper of the appropriate value in accordance with stamp Act. The

stamp paper to be in the name of Executing Bank).

………………………. [Insert Bank’s Name, and Address of Issuing Branch or Office]

Beneficiary: Gujarat Rail Infrastructure Development Corporation Ltd (G-RIDE).

having its registered office at 7th Floor, Block 06, Udyog Bhavan, Gandhinagar-382

(hereinafter called “the Employer”)].

Proposal Security No.:……………………………………………………………………..

We have been informed that . . .. [Insert name of the Consultant] ............ (hereinafter called

"the Consultant") intends to submit to you its proposal (hereinafter called "the Proposal") for

the Project finance Consultancy for GRIDE office under Invitation for Request for Proposals

No. . . . . . .dated . . . (“the BID”).

WHEREAS, the Consultant is required to furnish Proposal security for the sum of [Insert Value

of Proposal Security required], in the form of bank guarantee, according to your conditions of

WHEREAS, ............[Insert Name of the Bank], with its Branch ...............[Insert Address]

having its Headquarters office at........ [Insert Address], hereinafter called the Bank, acting

through ..............[Insert Name and Designation of the authorised persons of the Bank], have,

at the request of the Consultant, agreed to give guarantee for proposal security as hereinafter

contained, in favour of the Employer:

KNOW ALL MEN that by these present that I/We the undersigned [Insert name(s) of

authorized representatives of the Bank], being fully authorized to sign and incur

obligations for and on behalf of the Bank, confirm that the Bank, hereby,

unconditionally and irrevocably guarantee to pay to the Employer full amount in the

sum of [Insert Value of Proposal Security required] as above stated.

2. The Bank undertakes to immediately pay on presentation of demand by the Employer

any amount up to and including aforementioned full amount without any demur,

reservation or recourse. Any such demand made by the Employer on the Bank shall be

final, conclusive and binding, absolute and unequivocal on the Bank notwithstanding

any disputes raised/ pending before any Court, Tribunal, Arbitration or any Authority

or any threatened litigation by the Consultant or Bank. The demand made by the

Employer shall be final, conclusive and binding on the Bank.

3. The Bank shall pay the amount as demanded immediately on presentation of the

demand by Employer without any reference to the Consultant and without the Employer

being required to show grounds or give reasons for its demand of the amount so

4. The guarantee hereinbefore shall not be affected by any change in the constitution of

the Bank or in the constitution of the Consultant.

5. The Bank agrees that no change, addition, modifications to the terms of the BID

document or to any documents, which have been or may be made between the Employer

and the Consultant, will in any way release us from the liability under this guarantee;

and the Bank, hereby, waives any requirement for notice of any such change, addition

or modification made by Employer at any time.

6. This guarantee will remain valid and effective from…….…….[insert date of issue]

till………..[insert date, which should be minimum 42 days beyond the expiry of

proposal validity date in the BID].Any demand in respect of this Guarantee should

reach the Bank within the validity period of proposal security.

7. The Bank Guarantee is unconditional and irrevocable.

8. The expressions Bank and Employer herein before used shall include their respective

successors and assigns.

9. The Bank hereby undertakes not to revoke the guarantee during its currency, except

with the previous consent in writing of the Employer. This guarantee is subject to the

Uniform Rules for Demand Guarantees, ICC Publication No.758.

10. The Guarantee shall be valid in addition to and without prejudice to any other security

Guarantee (s) of Consultant in favour of the Employer . The Bank, under this Guarantee,

shall be deemed as Principal Debtor of the Employer.

[Signature of Authorized person of Bank]

[Name in Block letters]………………....

[Designation]……………..………… [P/Attorney]No………………………….

Name & Address & Seal

[P/Attorney]No……..

Name & address & Seal

Note: All italicized text is for guidance on how to prepare this bank guarantee and shall be

deleted from the final document.

Form - 7 - Form of Contract Performance Security

(BANK GUARANTEE)

[Refer Clause 10 of Instructions to Consultants]

(On non-judicial stamp paper of the appropriate value in accordance with stamp Act. The

stamp paper to be in the name of Executing Bank).

Name and Address of the Bank…..

Beneficiary: Gujarat Rail Infrastructure Development Corporation Ltd (G-RIDE).

having its registered office at 7th Floor, Block 06, Udyog Bhavan, Gandhinagar-382

(hereinafter called “the Employer”)].

WHEREAS, [Insert Name and Address of Employer] hereinafter called the Employer, acting

through [Insert Designation and address of the Employer’s Representative], has accepted the

proposal of [Insert Name and address of the Consultant], hereinafter called the Consultant, for

the work of [Insert Name of Work], vide Notification of Award No. [Insert Notification of

WHEREAS, the Consultant is required to furnish performance security for the sum of [Insert

Value of Performance Security required], calculated @ 5% of the contract value in the form of

bank guarantee, being a condition precedent to the signing of the contract agreement.

WHEREAS, [Insert Name of the Bank], with its Branch [Address] having its Headquarters

office at [Address], hereinafter called the Bank, acting through [Designation(s) of the

authorised person of the Bank], have, at the request of the Consultant, agreed to give guarantee

for performance security as hereinafter contained:

KNOW ALL MEN by these present that I/We the undersigned [Insert name(s) of

authorized representatives of the Bank], being fully authorized to sign and incur

obligations for and on behalf of the Bank, confirm that the Bank, hereby,

unconditionally and irrevocably guarantee to pay the Employer the full amount in the

sum of [Insert Value of Performance Security required] as above stated.

2. The Bank undertakes to immediately pay on presentation of demand by the Employer

any amount up to and including aforementioned full amount without any demur,

reservation or recourse. Any such demand made by the Employer on the Bank shall be

final, conclusive and binding, absolute and unequivocal notwithstanding any disputes

raised/ pending before any Court, Tribunal, Arbitration or any Authority or any

threatened litigation by the Consultant or Bank. The demand made by the Employer

shall be final, conclusive and binding on the Bank.

3. On payment of any amount less than aforementioned full amount, as per demand of the

Employer, the guarantee shall remain valid for the balance amount i.e. the

aforementioned full amount less the payment made to the Employer.

4. The Bank shall pay the amount as demanded immediately on presentation of the

demand by Employer without any reference to the Consultant and without the Employer

being required to show grounds or give reasons for its demand or the amount demanded.

5. The Bank Guarantee shall be unconditional and irrevocable.

6. The guarantee hereinbefore shall not be affected by any change in the constitution of

the Bank or in the constitution of the Consultant.

7. The Bank agrees that no change, addition, modifications to the terms of the Contract

Agreement or to any documents, which have been or may be made between the

Employer and the Consultant, will in any way release us from the liability under this

guarantee; and the Bank, hereby, waives any requirement for notice of any such change,

addition or modification to the Bank.

8. This guarantee is valid and effective from the date of it’s issue, which is [insert date of

issue]. The guarantee and our obligations under it will expire on[Insert the date twenty

eight days after the specified completion period for the consultancy contract]. All

demands for payment under the guarantee must be received by us on or before that date.

9. The Bank agrees that the Employers right to demand payment of aforementioned full

amount in one instance or demand payments in parts totalling up to the aforementioned

full amount in several instances will be valid until either the aforementioned full amount

is paid to the Employer or the guarantee is released by Employer before the Expiry

10. The Bank agrees that it’s obligation to pay any amount demanded by the Employer

before the expiry of this guarantee will continue until the amount demanded has been

11. The expressions Bank and Employer herein before used shall include their respective

successors and assigns.

12. The Bank hereby undertakes not to revoke the guarantee during its currency, except

with the previous consent in writing of the Employer. This guarantee is subject to the

Uniform Rules for Demand Guarantees, ICC Publication No.758.

13. The Guarantee shall be in addition to and without prejudice to any other security

Guarantee (s) of Consultant in favour of the Employer is available with the Employer.

The Bank, under this Guarantee, shall be deemed as Principal Debtor of the Employer.

[Signature of Authorised person of Bank]

[Name in Block letters]……………….....

[Designation]……………..………………

[P/Attorney]No…… ………………………

[P/Attorney]No…………..

Name & Address & Seal

Name & address & Seal

1. All italicized text is for guidance on how to prepare this bank guarantee and shall be

deleted from the final document.

2. In case the guarantee is issued by a foreign Bank, the said bank shall have operations in

India and should be countersigned and authenticated by Indian operation branch of the

Form - 8A- Curriculum Vitae (CV) for Proposed Experts

Limit each CV to 4 pages single-sided (2 sheets double-sided) plus a one page executive

1. Proposed position for this assignment {Only one candidate should be nominated for

each position as sought}

2. Name of firm

3. Name of Staff [First] [Middle][Surname]

4. Date of birth [DD/MM/YYYY]

6. Education [Indicate college/university and other

specialized education of staff member, giving

names of institutions, degrees obtained, and

year of obtainment starting from the latest

7. Membership of Professional

8. Training & Publications [Indicate significant training since education

degrees (under 5) were obtained]

9. Countries of Work Experience [List of countries where staff has worked in]

11. Employment record Name of Position held Duration

[Starting with Organization

present position, list in YYYY to present

reverse order every

employment held by

staff member since

12. Details of tasks

13. Work Undertaken [Among the assignments in which the Staff has been

that Best Illustrates involved, indicate the following information for those

Capability to Handle assignments that best illustrate staff capability to handle the

the Tasks Assigned tasks assigned]

Name of assignment or project:

Year: Location: Client:

Main project features: Positions held: Activities performed:

14. Relevant Experience Name of assignment or project:

{Please provide details Year: Location: Client:

of relevant assignment, Project Cost:

with respect to task Main project features: Positions held: Activities performed:

assigned for the

proposed study (as

mentioned in (i) above.

following information

of each assignment}

15. Total no of years’ Total no. of Years in Consultancy Service:

Total no. of Years in services other than Consultancy Service :

Total Experience:

16. Certification I, the undersigned, certify that to the best of my knowledge

and belief, this CV correctly describes me, my qualifications,

and my experience. I understand that any wilful misstatement

described herein may lead to my disqualification or dismissal,

if engaged. I agree to offer my services for the above work as

per specified duration and requirements.

Signature Signature

Date: [dd/mm/yyyy] Date: [dd/mm/yyyy]

Name of Personnel: Name of Authorized Signatory for the bid:

1. The proposed person should not be older than 63 years as on deadline for submission

2. The higher qualified Experts should have completed his/her Higher qualification on

regular basis only and not through distance learning or other means.

Form – 8B - Summary of Information of Proposed Personnel

Name of Project: “Project Finance Consultancy for ................

No. of Experien

Family Proposed years of ce since

Name of Education/

Name, position Natio relevant Completi

Sr Particulars of the service Degree (Year/

First for the nality project on of

Firm with the Institution)

Name project experie Educatio

Signature of Consultant (Authorized signatory)

Full Name…………………………

Address …………………………...

Form - 9 – Deleted

Form - 10 - Firm’s Audited Financial Data for last 3 financial years:

Turnover from Consultancy Services

Particulars (in US$ when the applicant is utilising the

(Year) credentials of a foreign parent/holding company

otherwise, in INR)

Total Turnover of 3 years

Average Annual Turnover

1. Please provide Audited Balance Sheets/Profit & Loss Accounts in support of the

information given above. In the event that the audited accounts for the latest Financial

Year (Financial year immediately preceding current financial year in which the bid is

being opened) are not available, the Consultant shall furnish information pertaining to

last three financial years after ignoring the latest financial year.

2. Form 10 should be certified by Chartered Accountant.

3. In case a subsidiary is using credentials of parent/holding company in terms of ITC

1.1.2 I, figures and supporting documents of the parent/holding company shall be

4. For filling up this form, in case the turnover figures of applicants utilising the

credentials of foreign parent/holding company are in any currency other than US $, the

same shall be converted to US$ as on the date 28 (twenty-eight) days prior to the

deadline for submission of proposals. The conversion rate of such currencies shall be

the daily representative exchange rates published by the Reserve Bank of India for the

Form - 11 - Remuneration: Proposed Billing Rates for Personnel

(To be filled online only)

Sl. Particulars Duration Quantity Unit Rate (in Rs.) Amount (in Rs.)

In Figures In Words In Figures

Total Amount in Figures --------------------

Total Amount in Figures --------------------

1. Please refer Cl 5.4.3(b) of section 4 and 6.02 of section 5 for further details.

2. The remuneration for person months shall include the payments to personnel (towards

salary & allowances, leave salary, medical insurance, PF contribution of the employer

and any other payment required as per extent laws), expenditure allowances, overheads

& profit, and all Taxes and Cess thereon (excluding GST). The applicant should

especially note the following;

a. The personnel shall not be entitled to be paid for overtime nor to take paid sick

leave or vacation leave. The Consultant’s remuneration shall be deemed to cover

3. The GST on above remuneration claimed shall be payable extra as per rates applicable.

Authorised Signatory

Address………………………………

Form - 12 - Format for Affidavit to be submitted by the consultant along with the

(To be executed in presence of Public Notary on non-judicial stamp paper of the appropriate

value in accordance with relevant stamp Act. The stamp paper has to be in the name of the

I …….. (Name and designation)**…… appointed as the attorney/authorized signatory of the

Consultant, M/s. ________ (hereinafter called the consultant) for the purpose of the Proposal

for the Project Finance Consultancy of _________ as per the BID No._________ of GRIDE,

do hereby solemnly affirm and state on behalf of the Consultant as under:

1. *That the Consultant has not been Blacklisted/ banned for business dealing for all

Government Departments, or by Ministry of Railways or by GRIDE/ Central PSU at

any time and/or no such blacklisting is in force as on the deadline for submission of

2. *That none of the previous contracts of the Consultant had been terminated/rescinded

for Consultant’s failure by Gujarat Rail Infrastructure Development Corporation Ltd. /

Central PSU during the period of last 2 years before the deadline for submission of

(Add Proviso of Clause 1.1.2VII(ii)of ITC suitably, if any Contract was so terminated).

3. That the Consultant is neither Bankrupt/Insolvent nor is in the process of winding-up

nor such a case is pending before any Court on the deadline of submission of the

4. *That the name of the Consultant is not on the list of “Poor Performer” of GRIDE/

Central PSU as on the deadline for submission of proposals.

5. We declare that the Consultant have not either changed their name or created a new

business entity as covered by the definition of “Allied Firm” under para 1102 (iii) of

chapter XI of Vigilance Manual of Indian Railways with latest amendments and

corrections (available on website of Indian Railways), consequent to having been

banned business dealings or suspended business dealings or having been declared as

poor performer.

6. We declare and certify that we have not made any misleading or false representation in

the forms, statements and attachments in proof of the qualification requirements.

7. We declare that the information and documents submitted along with the proposal by

us are correct and we are fully responsible for the correctness of the information and

documents, submitted by us.

8. We understand that in case we cease to fulfil the requirements of the eligibility and

qualifying criteria at any time after opening of proposals and till finalization of

proposals, it will be our bounden duty to inform the Employer of our changed status

immediately and in case of our failure to do so, our proposal shall be rejected and

proposal security shall be forfeited. In case such failure comes to the notice of Employer

at any time after award of the contract, it will lead to termination of the contract and

forfeiture of Proposal or Performance Security. We shall also be liable for Banning of

Business dealings upto a period of five years.

9. We understand that if the contents of the affidavit are found to be false at any time

during bid evaluation, it will lead to forfeiture of the proposal security. Further, we

[insert name of the consultant]**_______ understand that we shall be liable for banning

of business dealings upto a period of five years.

10. We also understand that if the contents of the affidavit are found to be false at any time

after the award of the contract it will lead to termination of the contract, forfeiture of

Proposal or Performance Security and banning of business dealings fora period of upto

SEAL AND SIGNATURE OF THE CONSULTANT

Verified on ______ day of _____ at _________ that the contents of the above mentioned

affidavit are true and correct and nothing material has been concealed there from.

SEAL AND SIGNATURE OF THE CONSULTANT

** The contents in Italics are only for guidance purpose and details as appropriate, are to be

filled in suitably by Consultant.

Attestation before Magistrate/Public Notary

Form - 13 – Deleted

Form - 14 - Format for undertaking to be submitted by Parent/Holding Company of the

(To be submitted in case the Consultant is utilizing credentials of Parent/Holding Company)

((To be executed on the letter head of the parent/holding company)**

I …….. (Name and designation)**…… appointed as the attorney/authorized signatory#

of……………… (Name of Parent/Holding Company)**being Parent/Holding Company

(hereinafter called the Parent Company) of the Consultant, M/s. ________ (hereinafter called

the consultant) for the purpose of the Proposal for the Project Finance Consultancy of

_________ as per the BID No._________ of GRIDE, do hereby solemnly affirm and state on

behalf of the Parent Company that we will be providing the financial and technical back up to

the Consultant for the satisfactory completion of the Consultancy mentioned above and in case

of failure of the Consultant, we will be wholly responsible for the services proposed to be

rendered by the Consultant.

SIGNATURE OF THE AUTHORISED SIGNATORY

SEAL OF THE PARENT COMPANY

** The contents in Italics are only for guidance purpose and details as appropriate, are to be

filled in suitably.

#The documentary proof for authorizing the signatory on behalf of the parent company in the

form of Resolution of the company, power of attorney etc as applicable.

Form - 15 – Declaration for personnel working as a regular employee in Bidder’s Firm.

Bidder’s Name: _________________

I/We hereby certify that the following personnel are working as a regular employee in our

firm for the last one years in ,………………………………………………………… (Name

S. No. Name of Personnel Position (Applied for) Working since

STAMP & SIGNATURE OF AUTHORISED SIGNATOTRY

1. Consultant shall submit ‘Form 16’ (Issued annually to the employee) to substantiate

such working in bidder’s firm.

Form – 16 – Affidavit for Downloaded Bid Document

Bidder’s Name: _________________

We here by confirm that, we have downloaded / read the complete set of bid documents

/addendum/corrigendum/clarifications along with the set of enclosures. We confirm that we

have gone through the bid documents, addendums/corrigendum’s and clarifications for this

work placed up to the date of opening of bids on e-bidding portal. We confirm our unconditional

acceptance for the same without any changes and have considered these in the submission of

our technical and financial bid.

We also hereby accept and agree to the penalty clause 1.1.2 III (b) of the bid Document.

STAMP & SIGNATURE OF AUTHORISED SIGNATOTRY

TERMS OF REFERENCE

TERMS OF REFERENCE

SERVICES TO BE PROVIDED BY PROJECT FINANCE TEAM

A Joint Venture Agreement was signed between the Government of Gujarat & Ministry of

Railways, Government of India on 17th August, 2016 to form a Joint Venture Company for the

development of viable railway projects (by itself or through a subsidiary/SPV) including

projects with viability gap funding. Consequently, a joint Venture Company, namely Gujarat

Rail Infrastructure Development Corporation Limited (G-RIDE) has been incorporated

under the provisions of the Companies Act, 2013, on 6th January 2017 with equity Contribution

of 51% and 49% from the Government of Gujarat (GOG) and the Ministry of Railways (MOR),

Gujarat Rail Infrastructure Development Corporation Limited (G-RIDE) is a Joint Venture

Company incorporated by the Government of Gujarat and the Ministry of Railways for

planning, financing, developing, implementing and coordinating crucial connectivity, including

first/last mile railway infrastructure projects across the State. The primary objective of G-RIDE

is to facilitate railway capacity augmentation, improve port and industrial connectivity, enable

multimodal logistics integration, strengthen freight transportation infrastructure, and promote

economic development through efficient and sustainable rail connectivity.

G-RIDE has a mission to develop and augment critical Railway Development projects, enhance

the capacity of the High-Density Network and provide last mile railway with main railway line

of the State with high standards of safety and efficiency by adopting the best technological

practices, sound financial strategy and optimum utilisation of resources through implementing

large capacity creation programs.

Currently, the following projects have been implemented by various project-specific SPVs:

1) Katosan-Becharaji-Chanasma-Ranuj (65 Km) Line Gauge Conversion from MG to BG

2) Bedi Port Last Mile Connectivity Project (3 Km)

3) Development of Gati Shakti Cargo Terminal at Old Bedi Port

4) Development of Gati Shakti Cargo Terminal at Rafaleshwar

To maximise the benefits from the ongoing and proposed railway infrastructure projects, G-

RIDE requires dedicated professional support for project financing, freight traffic assessment,

commercial planning, stakeholder coordination, railway interface management, logistics

strategy, revenue enhancement and program management.

In this context, G-RIDE intends to engage a reputed consultancy firm to provide a Project

Finance Team to support the Authority in the implementation and monitoring of its ongoing

and future projects, including gauge conversion projects, port connectivity projects, Gati Shakti

Cargo Terminals and other rail-linked logistics infrastructure initiatives. The consultant shall

assist G-RIDE in enhancing freight traffic, improving commercial performance, facilitating

stakeholder engagement, supporting project financing and approvals, and identifying

opportunities for sustainable revenue generation.

The objective of this assignment is to provide strategic, financial, commercial, logistics and

program management support to G-RIDE for:

• Support in enhancing rail freight traffic and revenue generation across existing and

proposed projects.

• Assessing freight demand, traffic potential and logistics opportunities.

• Supporting project planning, financing and implementation.

• Facilitating coordination with Indian Railways, Government agencies, ports, industries and

logistics stakeholders.

• Developing commercially viable business models and financing structures under PPP Joint

Venture and GCT model

• Strengthening institutional capacity and project governance mechanisms.

• Maximizing utilization of railway infrastructure assets and improving long-term financial

sustainability of projects.

5. Scope of Work of the Consultant

The scope of services of the Consultant has been divided into the following modules:

A. Module I: Assistance in review of DPR/ feasibility report prepared for the Projects

The Consultant shall provide technical, commercial, financial and logistics advisory support for

review of DPRs and feasibility studies prepared for railway infrastructure and logistics projects.

The activities shall include:

• Review of existing DPRs, feasibility studies and business plans from commercial,

financial and operational perspectives for the studies carried out by G-RIDE.

• Assessment of freight traffic potential, commodity-wise demand and traffic forecasts

for proposed and ongoing projects.

• Review and validation of traffic assumptions, loading and unloading arrangements,

freight forecasts and revenue estimates.

• Assessment of rail operations, terminal capacity, rake planning requirements and

logistics infrastructure requirements.

• Evaluation of port connectivity, industrial connectivity and multimodal logistics

• Development and validation of project revenue models and financial projections.

• Assessment of project viability under different traffic and financial scenarios.

• Identification and assessment of alternative project implementation and commercial

• Assessment of opportunities for private sector participation and suitable PPP/JV/SPV

• Assistance in stakeholder consultations with Railways, industries, ports, terminal

operators and logistics service providers.

• Review of applicable policy, regulatory and institutional framework impacting project

development and implementation.

• Assistance in stakeholder consultations with Ministry of Railways, Railway Board,

Zonal/Divisional Railways, State Government, ports, industries, terminal operators,

logistics service providers and other relevant stakeholders.

B. Module II: Assistance in application for approvals from central & state government for

the project and in bilateral/ multilateral/ domestic financing

The Consultant shall support G-RIDE in obtaining approvals and mobilizing financial resources

for project implementation.

The activities shall include:

• Assistance in preparation of project reports, presentations, funding proposals and approval

• Identification and evaluation of financing options including equity, debt, multilateral,

bilateral and domestic funding sources.

• Assistance in structuring projects for financing and investment.

• Preparation of financial models and funding strategies.

• Development of freight traffic and revenue projections required by financial institutions and

approving authorities.

• Support in preparation of submissions to Central Government, State Government, Ministry

of Railways and regulatory authorities.

• Assistance in addressing queries and observations raised by various funding and approval

• Support in strategic structuring or unbundling of projects to maximize financing

• Coordination with financial institutions, lenders and development agencies.

C. Module III: Freight Development, Revenue Enhancement and Commercial Strategy

The Consultant shall assist G-RIDE in maximizing commercial returns from its rail

infrastructure assets.

• Assisting in identifying opportunities for freight traffic enhancement on existing Rail

Infrastructure.

• Assessment of Railway Freight Tariffs, Commercial Policies and Revenue implications.

• Analysis of Railway freight revenue and project-level revenue potential.

• Review of Railway Receipts (RR), Railway statements, FOIS and other available

Railway operational/commercial data, wherever required.

• Assessment of revenue apportionment and other applicable Railway commercial

• Benchmarking of commercial practices followed by comparable Railway projects,

terminals and logistics infrastructure.

• Enhancing rail freight traffic and revenue generation across existing and proposed

• Assessing freight demand, traffic potential and logistics opportunities.

• Supporting project planning, financing and implementation.

• Facilitating coordination with Indian Railways, Government agencies, ports, industries

and logistics stakeholders.

• Development of strategies for increasing rake movement and infrastructure utilisation.

• Assessment of competing logistics routes, terminals and transportation modes.

• Identification of opportunities for modal shift from road to rail.

• Strengthening institutional capacity and project governance mechanisms.

• Identification of opportunities for revenue optimisation and revenue enhancement.

• Assessment of under-utilised Railway and logistics assets and identification of

opportunities for improved utilisation.

• Evaluation of alternative commercial structures and pricing strategies.

• Assessment of asset monetisation opportunities, wherever applicable.

• Development of strategies for improving long-term financial sustainability of G-RIDE

D. Module IV: Program Management Support

The consultant in this module would provide support to the Authority in managing the entire

program towards development of the proposed projects. The activities in this module would

include: (i) assistance in preparing reports/presentation for internal/external meetings/

stakeholders, as and when required by the Authority; (ii) assistance in taking meeting notes,

assess them to prepare action plans, and track progress; (iii) assistance in preparing

documentations, etc. necessary to obtain required minimum approvals and clearances as pre-

requisite to start procurement/transaction process; (iv) support the Authority in identification

of areas/ domains necessary for capacity building; (v) assistance in preparing and managing

capacity building programs; (vi) knowledge transfer and handholding at the end of completion

5.3 Required Team for the Assignment

The Consultant shall be required to designate a team for the assignment comprising a Finance

Expert, one Senior Consultant and one Consultant. Additional Subject Matter Experts may be

required to provide services as per actual requirement of the Authority. The team would be

deployed on man day basis in the following manner:

• Services of one Finance Expert, one Senior Consultant and one Consultant

• Deployment of one Finance Expert, one Senior Consultant and one Consultant on deputation

to Authority’s office on a full-time basis, i.e. for the entire month (24 man-days in a month)

during the duration of the assignment.

• If required by the Authority, the Consultant shall provide services of additional Subject Matter

Experts for which payment shall be made as per the man-day rate of relevant category

FORM OF AGREEMENT,

GENERAL CONDITIONS OF CONTRACT

SPECIAL CONDITIONS OF CONTRACT

A: FORM OF CONTRACT AGREEMENT

CONSULTING SERVICES FOR THE IMPLEMENTATION OF RAILWAY PROJECTS-

CONTRACT No. __________________

This AGREEMENT (hereinafter, together with all the appendices/attachments attached hereto called the

“Contract”) is made on the _________ day of __________, 2021, between the

______________________________________ on the one part (hereinafter called the “Employer”) acting

through the Managing Director, and ____________________in association

with_______________________________ (hereinafter [jointly] called the “Consultant”) on the other part

[notwithstanding such association] the Consultant will be represented hereunder at all times by

____________________ which will retain full and undivided responsibility for the performance of

obligations hereunder and for the satisfactory completion of the Consultant's services to be performed

a. Gujarat Rail Infrastructure Development Corporation Ltd. has been established by Ministry of

Railway, hereinafter referred to as “Railway” as a Joint venture Company between Government

of Gujarat and Ministry of Railway to develop, mobilize resources and implement Railway

b. The Employer has requested the Consultant to provide “Project Finance Team for the works -----

c. The Consultant has agreed to provide the Services on the terms and conditions set forth in this

NOW THEREFORE, the parties hereto hereby agree as follows:

Clause 1. Services.

The work to be performed by the Consultant under the Contract (such work being hereinafter

called the Services) is more particularly described in the Terms of Reference (TOR) set forth

in the BID document. Any modifications to such TOR that materially impact upon the Services

which may be agreed between the Consultant and the Employer pursuant to Section 17.01 of

the General Conditions of Contracts, shall only be implemented with the prior concurrence of

Clause 2. Reports.

The Consultant shall submit to Employer in the English language the reports and documentation

specified in TOR.

Clause 3. Personnel.

(a) Subject to Sections 1.01, 1.02 and 3.01 of the General Conditions of Contract, the

Services shall be carried out by the personnel specified in the BID document (hereinafter

called the personnel) for the respective periods of time indicated therein.

(b) The consultant shall, at all times, ensure that there is a Finance Expert acceptable to the

Employer to supervise and coordinate the operations of the personnel in the field and to

be responsible for liaison between the Consultant and the Employer.

Clause 4. Commencement Date.

The Consultant shall commence the Services within Fifteen (15) calendar days after the issue

of LOA except when the Employer notifies for commencement of services for a later date.

Clause 5. Date of Arrival.

The Consultant shall promptly inform the Employer of the date of arrival of the personnel at

Clause 6. Provision of Services and Payment to the Consultant:

(a) In consideration of the payments to be made by the Employer to the Consultant as

indicated in this agreement, the consultant hereby covenants with the Employer, to

provide the services in conformity in all respects with the provisions of the contract.

(b) The Employer hereby covenants to pay the Consultant in consideration of the provision

of services for completion of the project, the contract price or such other sum as may

become payable under the provisions of the contract at the time and in the manner

prescribed in the contract.

Clause 7. Accounts for Payment:

Subject to Articles 6 of the General Conditions of Contract, all payments under this Contract

shall be made to the following account of the Consultant:

(To be indicated by the Consultant and agreed by the Employer)

Clause 8. Authorized Representative of Consultant.

Any action required or permitted to be taken, and any documents required or permitted to be

executed under this Contract may be taken or executed on behalf of the Consultant by a

designated representative and on behalf of the Employer by designated representative of Gujarat

Rail Infrastructure Development Corporation Ltd.

Clause 9. Notices and Requests.

Any notice or request required or permitted to be given or made under the Contract shall be in

writing and in the English language. Such notice or request shall be deemed to be duly given or

made when it shall have been delivered by hand, mail, telex or facsimile to the party to which

it is required to be given or made at such party's address (given below) specified in writing to

the party giving such notice or making such request.

Employer’s Address: Consultant’s Address

Gujarat Rail Infrastructure Development

Corporation Ltd.,

7th Floor, Block No. 6, Udyog Bhavan, Sector

Gandhinagar, Gujarat

Clause 10. Effective Date.

(a) The Contract shall become effective upon the date notice is given to the Consultant to

proceed with the Services pursuant to Clause 4 above.

(b) Should the Contract not have become effective within ninety (90) calendar days of the

issue of Letter of Acceptance, either party may, by not less than ten (10) calendar days

written notice to the other party, declare the Contract to be null and void, and in the event

of such a declaration by either party, neither party shall have any claim against the other

party with respect hereto.

Clause 11. Miscellaneous.

(a) No delay in exercising or omission to exercise, any right, power or remedy accruing to

their party under this contract upon any default shall impair any such right, power or

remedy, or be construed to be a waiver thereof or an acquiescence in any default, affect

or impair any right, power or remedy of such party in respect of any other subsequent

(b) The General Conditions of Contract and documents attached hereto, which including this

Agreement collectively constitute this Contract (as defined hereinabove) are each integral

and substantive parts of this Contract and are fully binding on each of the parties.

Clause 12: Documents forming the Contract.

The following documents along with original BID documents, addendum/corrigendum or any

other reference made in connection with BID document shall be deemed to form and be read

and construed as part of this Contract Agreement.

(i) The Letter of Award

(ii) The consultant’s Proposal along with the addenda

(iii) All correspondence between Consultant and Employer after Submission of BID and

before issue of Letter of Award.

(iv) Notice to Proceed.

(v) Performance Security.

IN WITNESS WHEREOF, the parties hereof have caused the Contract to be signed in their

respective names as of the day and year first above written.

FOR AND ON BEHALF OF (THE EMPLOYER)

(Authorized Representative)

FOR AND ON BEHALF OF (THE CONSULTANT)

(Authorized Representative)

B: - GENERAL CONDITIONS OF CONTRACT

Section 1.01: If any of the personnel, for whom CV has been submitted with the proposal, and the

personnel has obtained a score less than 40% during evaluation, the Consultant shall

provide replacement at the time of initial deployment as per undertaking submitted.

Consultant shall promptly submit the CV of the personnel proposed to be deployed as

replacement and GRIDE shall convey approval/rejection (after personal meeting, if

required, with Project Director), within a period of 10 days of receipt of such CV.

Failure in deployment within 45 days of the request for deployment by the Employer

shall result in penalty per day @ 1% of the accepted monthly remuneration rate per

day of delay, for the first 30 days (after the notice period of 45 days) shall be

applicable. After 30 days upto 60 days period (after the notice period of 45 days), a

penalty per day @ 2% of the accepted monthly remuneration rate per day of delay shall

be applicable. After 60 days period (after the notice period of 45 days), a penalty per

day @ 3% of the accepted monthly remuneration rate per day of delay shall be

applicable. In case GRIDE does not convey the approval/rejection within 10 days of

receipt of CV, the period of 45 days shall deemed to be extended by the number of

days taken beyond stipulated 10 days subject to the condition that there is no delay on

account of the Consultant in presenting the person for meeting with Project Director

on the date decided and conveyed by GRIDE.

Section 1.02: The Consultant is expected to deploy the personnel for whom the Consultant has

submitted the CVs with the proposal. No changes shall be made in the personnel at the

time of initial deployment. However, LOA was not issued within 180 days from

deadline of submission of applications, may be changed with equal or better

qualification and experience.

If, for any reason (except as mentioned in the foregoing sentence) beyond the

reasonable control of the Consultant, it becomes necessary to replace any of the

personnel, the Consultant shall forthwith provide a replacement acceptable to the

employer with equivalent or better qualifications and experience (Total marks obtained

in evaluation as per ITC clause 5.7.2.4 should be equal or more than the replaced

However, personnel obtaining lower marks subject to satisfying the minimum

stipulated qualification and experience may be accepted on reduced rate {accepted rate

x 0.95 x the score obtained by the proposed personnel/ the score of the personnel being

replaced} subject to further condition that in case this is leading to vitiation in contract

i.e. change in rank based on combined scores as per ITC 5.7.3, the rate has to be further

reduced to avoid vitiation.) over and above the provisions of Para 1.04 below, subject

to maximum to the accepted rate of renumeration per month.

In case GRIDE does not convey the approval/rejection within 10 days of receipt of CV

for the proposed replacement, the Consultant shall give a reminder to the Employer

promptly and wait for the decision of the Employer for another 10 days from the receipt

of such reminder by the Employer, if still Employer fails to convey its

approval/rejection of the CV, then the CV shall be deemed to be accepted and such

proposed personnel shall become eligible for deployment.

Such deployment should be arranged at the earliest but not later than 45 days of such

notice. If a replacement is not given within 45 days then a penalty per day @ 1% of

the accepted monthly remuneration rate per day of delay, for the first 30 days (after

the notice period of 45 days) shall be applicable. After 30 days upto 60 days period

(after the notice period of 45 days), a penalty per day @ 2% of the accepted monthly

remuneration rate per day of delay shall be applicable. After 60 days period (after the

notice period of 45 days), a penalty per day @ 3% of the accepted monthly

remuneration rate per day of delay shall be applicable.

Section 1.03: In the event that any of the deployed personnel is found by the Employer to be

incompetent, guilty of misbehaviour or incapable of discharging the assigned

responsibilities, the Employer may direct the Consultant by a written notice, at the

expense of the Consultant, to forthwith provide a replacement with equivalent or better

qualifications and experience (Total marks obtained in evaluation as per ITC clause

5.7.2.4 should be equal or more than the replaced personnel) acceptable to the

Consultant shall promptly submit the CV of the personnel proposed to be deployed as

replacement and GRIDE shall convey approval/rejection (after personal meeting, if

required, with Project Director), within a period of 10 days of receipt of such CV.

Such replacement should be arranged at the earliest but not later than 45 days of such

notice. If a replacement is not given within 45 days then a penalty per day @ 1% of

the accepted monthly remuneration rate per day of delay, for the first 30 days (after

the notice period of 45 days) shall be applicable. After 30 days upto 60 days period

(after the notice period of 45 days), a penalty per day @ 2% of the accepted monthly

remuneration rate per day of delay shall be applicable. After 60 days period (after the

notice period of 45 days), a penalty per day @ 3% of the accepted monthly

remuneration rate per day of delay shall be applicable. In case GRIDE instructs to

remove the personnel with immediate effect in the interest of project implementation,

the Consultant shall be bound to comply with Employer’s instructions without demur.

However, in such a case payment of remuneration for the notice period of 45 days shall

be borne by GRIDE.

In case GRIDE does not convey the approval/rejection within 10 days of receipt of

CV, the period of 45 days shall deemed to be extended by the number of days taken

beyond stipulated 10 days subject to the condition that there is no delay on account of

the Consultant in presenting the person for meeting with Project Director on the date

decided and conveyed by GRIDE and in such a case, the Consultant shall give a

reminder to the Employer promptly and wait for the decision of the Employer for

another 10 days from the receipt of such reminder by the Employer, if still Employer

fails to convey its approval/rejection of the CV, then the CV shall be deemed to be

accepted and such proposed personnel shall become eligible for deployment.

Section 1.04 If the personnel are required to be replaced on its own by the consultant at the time of

initial deployment as per section 1.02 above or the personnel are replaced by the

consultant after initial deployment, for the reasons other than permanent long term

disability or death

(i) for total replacement of one

(ii) personnel, remuneration shall not be reduce.

(iii) for total replacement of second Personnel (Total two times), remuneration shall

be reduced by 5%

(iv) for total replacement of third Personnel (Total three times.), remuneration shall

be reduced by 10% of the accepted remuneration rate of the personnel replaced

and same shall be treated for further replacement.

Provided that, where a replacement is necessitated due to the key personnel leaving the

employment of the Consultant, G-RIDE may, at its discretion, consider granting exemption

from the aforesaid reduction/penalty, subject to the Consultant providing satisfactory

documentary evidence and proposing a replacement of equivalent or higher qualifications,

experience and competence acceptable to G-RIDE.

Section 1.05: Deleted

Section 1.06: If CV of the proposed personnel is found incorrect or inflated at a later date, the

personnel accepted will be removed from his assignment and debarred from further

assignments in GRIDE works for a period of 3 years. The remuneration rate of the

replacement personnel shall be reduced by 20% from the remuneration which was

payable to the removed personnel. If a consulting firm submits such incorrect or

inflated CV for the second time in the same contract, necessary action will be taken by

GRIDE to debar the firm from participation in future assignments of GRIDE.

Section 1.07: To ensure better discipline, management and better availability of PMC personnel, the

Consultant shall ensure that the deployed personnel reside in the vicinity of the PMC

office(s) in their work area by making suitable arrangement. Failure to ensure this will

be treated as non-compliance of contractual obligations under section 3.07.

Section 1.08 Deleted

Section 1.09: The Consultant shall not recruit, or attempt to recruit personnel from amongst persons

in the services of the Employer, or working on the works of the Employer from

contractors/consultants side unless such recruitment is for a position higher than the

existing position of the person, which can be done only after the approval of the

Employer. In case of non-compliance detected at any time the Employer it will be

treated as non-compliance of contractual obligations in terms of section 3.07 and may

also lead to termination of contract.

Section 1.10: Any personnel who have been removed by GRIDE, in any of its contracts, shall not be

recruited for the assignment.

Staffing Schedule

Section 2.01: The Services shall be performed at such locations, as may be required by the Client.

Section 2.02: Employer reserves the right to reduce the nos. and estimated person months of

personnel by serving 30 days’ notice to the consultant, without any claim on either

side, as per site requirement and the staffing schedule shall be amended accordingly.

Performance of the Services

Section 3.01: The Consultant shall carry out the Services with due diligence and efficiency and shall

furnish to the Government and the Employer such information related to the Services

as the Government, or the Employer, may from time to time reasonably request.

Section 3.02: The Consultant shall act at all times so as to protect the interest of the Employer and

will take all reasonable steps to keep all expenses to a minimum consistent with sound

professional practices.

Section 3.03: The Consultant shall furnish to the Employer such information related to the Services

as the Employer may from time to time reasonably request.

(a) Performance Security

The Consultant shall furnish performance security as specified in Data Sheet for

carrying out the services in accordance with the provisions of Contract

Agreement. The consultant shall ensure that the Performance Security is valid and

enforceable until the Consultant has completed the services and remedied any

defects. If the terms of the Performance Security specify its expiry date, and the

Consultant have not become entitled to receive the Performance Certificate by the

date 28 days prior to the expiry date, the Consultant shall extend the validity of

the Performance Security upto the anticipated date that the services will be

completed, and any defects remedied.

The Guarantee shall be unconditional and irrevocable. The Employer shall return

the Performance Security to the Consultant within 21 days after issue of

Performance Certificate after reconciliation noted in section 1.11 above.

Whenever the contract is terminated under Section 15.01 due to default of the

Consultant, Performance Security shall be forfeited in full and the Performance

Guarantee shall be encashed.

The balance work shall be got done independently by the Employer without risk

and cost of the failed Consultant. The failed Consultant shall be debarred from

participating in the tender for carrying out the balance work.

Section 3.05: Effectiveness of Contract

This Contract shall come into effect on the date of issue of LOA or such later date

as may be stated in the SCC (“Effective Date”).

Section 3.06: Commencement of Services

The anticipated dates of commencement and completion of works for which finance

team is required to be provided by the consultant are:

(a) Date of commencement: As specified in Data Sheet.

(b) Period of Consultancy Services: As specified in Data Sheet.

Section 3.07: Deficiency in Services

(a) In case of failure of deployment of personnel;

(i) for whom CVs were submitted along with the tender proposal, within

days of the request of the Employer;

GRIDE will be entitled to impose a penalty @ 0.5% per day or part there

of the accepted monthly remuneration rate per day of delay, for the first

days after the notice period of 45 days shall be applicable. After 30 days

upto 60 days period after the notice period of 45 days, a penalty will be

imposed @ 1% per day or part there of the accepted monthly remuneration

rate per day of delay shall be applicable. After 60 days period after the

notice period of 45 days, a penalty per day @ 2% per day or part there of

the accepted monthly remuneration rate per day of delay shall be

(b) If the Project Director is satisfied about non-performance of any

obligation/provision as stipulated in the Terms of Reference OR non-

compliance of any of the provisions of the contract, a deduction of Rs.25,000/-

or higher but not exceeding 1% of the monthly payment for supervision

consultancy shall be applicable for each instance of non-

performance/noncompliance.

Notwithstanding anything contained above, the Consultant must ensure to

perform/take corrective action on the particular non-performance/non-

compliance in a reasonable time frame. failure to take corrective action within

a reasonable time frame, depending upon the importance of the activity, may

lead to termination of contract as decided by the employer.

Section 3.08 Extension of time

a. The Consultant agrees and acknowledges that time shall be of the essence in

the performance of its obligations under this Contract. The Consultant must

commence and proceed to carry out the Services in accordance with timelines

stipulated for submission of various deliverables with due diligence and

b. The time period(s) specified by Client (G-RIDE) shall be extended to the extent

the Consultant demonstrates to the satisfaction of the Client that the time

required for completion of Services was delayed by reason of any delay which

is solely attributable to a breach or default of the Client.

c. The Consultant shall, within seven (7) days of learning of any cause of delay

specified in b above, intimate the Client of the same with details relevant to

such cause, extent and the contemplated delay upon the performance of the

Services, and its plans to overcome or minimize the delay. The Parties shall

mutually determine any extension of time that may be required for

performance of Services affect by such breach or default of the Client. The

Consultant agrees and acknowledges that any extension of time under this

section 3.08 shall not of itself entitle the Consultant to an adjustment of the

rates, the Work Order Value, Yearly Fee Ceilings, Yearly Contract Value

Ceiling, the Contract Fee Ceiling, or the Contract Value Ceiling.

Section 3.09: The initial term of the Contract shall, unless terminated earlier, expire on the date that

is two (2) year from the Effective Date. The Consultant agrees and acknowledges that

the Client may at its sole discretion, not less than thirty (30) days prior to the end of

the completion period, notify the Consultant of an extension of the term of this

Contract in which event the term of the Contract shall be automatically extended by a

further period of one (1) year, in which event the Consultant shall perform the Services

at the rates stipulated hereunder and subject to the terms and conditions set forth in

this Contract. Such right of automatic extension at the Client’s option may be

exercised not beyond an aggregate term of one (1) years. The Consultant agrees and

acknowledges that in the event the deliverables scheduled for completion in the First

Year or a Subsequent Year, as the case may be, are not completed within such year,

the Client may, without prejudice to its rights and remedies under this Contract and

under law, extend the period of this Contract solely with respect to such deliverables;

however any such extension of this Contract in respect of any pending deliverables

shall not ipso facto entitle the Consultant to be granted a Work Order or

Supplementary Work Order in respect of any other Services. The Client may seek an

extension of the term of this Contract (after expiry of a period of Two (2) years from

the Effective Date), and such extension shall be on such terms specified in agreement.

Section 3.09 Performance certificate

Performance of the Consultant’s obligations shall not be considered to have been

completed until the Employer has issued the Performance Certificate to the Consultant,

stating the date on which the Consultant completed his obligations under the Contract.

The Employer shall issue the Performance Certificate within 28 days after the latest of

the expiry dates of the Defect Notification Periods of the construction contract(s), or

as soon thereafter as the Consultant has completed and tested all the Works, including

remedying any defects, prepared final bill, completion report and the Consultant has

handed over all the documents and drawings related to the works to the satisfaction of

Only the Performance Certificate shall be deemed to constitute completion of the

consultancy services.

Section 4.01: Subcontracting of the work under this contract shall not be permitted.

Relationship of Parties

Section 5.01: Nothing contained herein or in the Technical Assistance Agreement shall be construed

as establishing or creating between the Employer and the Consultant a relationship of

master and servant or principal and agent.

Section 5.02: The Consultant shall during the performance of the Services be an independent

contractor retaining complete control over its personnel, conforming to all statutory

requirements with respect to all its employees, and providing all appropriate employee

Payments and Mode of Billings

Section 6.01: Payment Terms

1. In consideration of the services to be provided by the Consultant under this contract,

the client shall make to the consultants such payments and in such manner as is

provided hereunder:

2. The Consultant shall be entitled to raise an invoice on a monthly basis in respect of

services performed in the previous calendar month. The Invoice shall be submitted

accompanied by the following documents:

a) Details of deployment of personnel (including attendance records) and supporting

documents. The Consultant shall provide Monthly Progress report which shall,

for each Personnel, demarcate the man-months or part thereof spent by such

Personnel on each milestone. The monthly progress report must include as a

minimum (a) general description of the work performed in the preceding month

(b) deliverables, budget and schedule updates and as compared to the plan (c)

work plan for the next month and quarter (d) key issues and challenges facing the

program with action items (who, when, what) listed and (e) issues that need

Client’s attention and action. The progress report will be submitted monthly,

coinciding with the invoice cycle and will be a pre-condition for payment

b) In case of reimbursement of travel and lodging (direct) expenses, with supporting

c) If not previously submitted, the progress report for the immediately preceding

The sum payable to the Consultant under each monthly invoice shall consist of two

parts, the fees and reimbursable travel and lodging Expenses

3. Calculation and criteria for Consultant’s fees

a) The fees on the basis of actual deployment shall be calculated individually for

each Personnel (Experts and additional Personnel, as applicable) deployed in

the month for which the invoice is raised and the total fees that may be claimed

on the basis of actual deployment of Personnel shall be the summation of such

fees for each Personnel.

b) In case of deployment. if there is shortfall of 24 days in a month on account of

government holidays, same can be considered for billing purpose.

The Consultant shall submit to the client detailed report showing the time (in man-

months) spent by each of the Experts and additional Personnel. The time in man-

month(s) spent by any personnel shall be computed as per the following formula:

M denotes man-months; and

D denotes the total number of days during the period for which the invoice is raised;

provided however where M>1, M shall be deemed to be equal to

The fees attributable to each Personnel on an actual deployment basis shall be equal

to M multiplied by the Monthly rate applicable to such personnel.

4. Unless the client shall have a raised a dispute in respect of any amounts claimed

under an invoice, it shall be required to make payment in respect thereof within

(fifteen) days of having received the invoice complete in all particulars with relevant

supporting documents.

5. Retention @ 6% will be deducted from the Submitted invoice maximum upto 5% of

the Contract value. The same shall be returned after successful completion of the

Section 6.02: Currency of Payment

The Consultant shall be paid in Indian Rupees.

Section 6.03: Travel and Lodging Expenses

1. Reimbursement of Travel and Lodging Expenses of the consultants if deputed

for any meeting/site visit to office other than G-RIDE Office shall be made as

per company policy of G-RIDE on case by case basis.

Accounts and Records

Section 7.01: The Consultant shall keep accurate and systematic accounts and records in

respect of the Services in such form and detail as are customary in its

profession and are sufficient to establish accurately that the remuneration and

reimbursable expenses referred to in Article VI have been duly incurred.

Section 7.02: The Consultant shall permit duly authorized representatives of the Employer,

including auditors selected by the Employer, to inspect and make an audit of

all such documents, accounts and records in connection with payments made

in accordance with this Contract, including a breakdown of remuneration

rates and reimbursable expenses, and make copies of such documents,

accounts and records if so requested by the Employer. The basic purpose of

this audit is to verify payments under this Contract and, in this process, to also

verify representations made by the Consultant in relation to the Contract. The

Consultant shall cooperate with and assist the Employer and its authorized

representatives in making such audit. In the event the audit discloses that the

Consultant has overcharged the Employer, the Consultant shall immediately

reimburse the Employer an amount equivalent to the amount overpaid or short

payment of remuneration as specified in Section 7.01(i) above, together with

interest on such amount calculated at the then current interest rate for lending

by the Employer from its ordinary capital resources, payable from the date of

such overpayment until the date of reimbursement. If overpayment is a result

of the Consultant having been engaged in what the Employer determines to

constitute corrupt practices or fraudulent practices, the Employer shall, unless

it decides otherwise, terminate the contract. Such action shall be in addition

to any action that the Employer may declare the Consultant ineligible for

award of further the Employer-financed contracts.

Indemnity and Insurance

Section 8.01: Deleted

Ownership of Work Product, Computer Programs and Equipment

Section 9.01: All reports, documents, correspondence, draft publications, maps, drawings,

notes, specifications, statistics, work product in any form and technical data

compiled or prepared by the Consultant and communicated to the Employer

in performing the Services (in electronic form or otherwise and including

computer-disks comprising data) shall be the sole and exclusive property of

the Employer, and may be made available to the general public at its sole

discretion. The Consultant may take copies of such documents and data for

purpose of use related to the Services under terms and conditions acceptance

to the Employer but shall not use the same for any purpose unrelated to the

Services without the prior written approval of the Employer.

Section 9.02: All computer programs developed by the Consultant under this Contract shall

be the sole and exclusive property of the Employer; provided, however, that

the Consultant may use such programs for their own use with prior written

approval of the Employer. If license agreements are necessary or appropriate

between the Consultant and third parties for purposes of development of any

such computer programs, the Consultant shall obtain the Employer’s prior

written approval to such agreements. In such cases, the Employer shall be

entitled at its discretion to require recovering the expenses related to the

development of the program(s) concerned.

Section 9.03: Equipment, vehicles and materials furnished to the Consultant by the

Employer or purchased by the Consultant wholly or partly with funds

supplied or reimbursed by the Employer hereunder, shall be the property of

the Employer; Equipment, or materials furnished by the Consultant shall

remain the property of the consultant.

Disposal of Data and Equipment

Section 10.01: Upon completion or termination of the Services, the Consultant shall:

(i) Sort and index the documents and data (including the related software)

referred to in Sections 9.01 and 9.02 hereof and transmit the same to the

(ii) Furnish to the Employer, as the case may be, inventories of the equipment

and materials referred to in Section 9.03 hereof as it then remains and

dispose of the same as directed by the Employer, respectively.

Section 11.01: The Consultant shall at all times cooperate and coordinate with the Employer,

with respect to the carrying out of its assignment under the project.

Exemptions and Facilities

Section 12.01: Taxes and Duties:

For Consultants/personnel: The consultants and its personnel shall pay the

taxes, duties, fees, levies and other impositions levied under the existing,

amended or enacted laws during life of this contract and the Employer shall

perform such duties in regard to the deduction of such tax as may be lawfully

imposed. However, GST will be paid extra, as applicable, to the Consultant

by the Employer.

Section 13.01: If either party is temporarily unable by reason of force majeure or the laws or

regulations of Republic of India to meet any of its obligations under the

Contract, and if such party gives written notice of the event within fourteen

(14) days after its occurrence, such obligations of the party as it is unable to

perform by reason of the event shall be suspended for as long as the inability

Section 13.02: Neither party shall be liable to the other party for any loss, actually incurred

or not, or damage sustained by such other party arising from any event

referred to in Section 13.01 or delays arising from such event.

Section 13.03: The term “force majeure” shall mean events beyond the control of either

party, which prevent the affected party from performing and fulfilling its

obligations under the Contract, and could not have been reasonably

anticipated or foreseen, or although foreseen were inevitable, such as acts of

war, whether or not war be declared, public disorders, insurrection, riots,

sabotage, explosions, violent demonstrations, blockades and other civil

disturbances, epidemics, nuclear contamination, landslides, earthquakes,

typhoons, volcanic eruption floods, washouts and other natural calamities and

acts of God, strikes, lock-outs or other industrial action or equivalent

disruption or disturbances, boycotts and embargo or the effects thereof, and

any other similar events.

Section 13.04: No Breach of Contract:

The failure of a Party to fulfil any of its obligations under the Contract shall

not be considered to be a breach of or default under this Contract in so far as

such inability arises from an event of Force Majeure, provided that the Party

affected by such an event (a) has taken all reasonable precautions, due care

and reasonable alternative measures in order to carry out the terms and

conditions of this Contract, and (b) has Informed the other Party as soon as

possible about the occurrence of such an event.

Section 13.05: Extension of Time:

Any period within which a Party shall, pursuant to this Contract complete any

action or task, shall be extended for a period equal to the time during which

such Party was unable to perform such action as a result of Force Majeure.

Section 13.06: Payments:

During the period of their inability to perform the Services as a result of an

event of Force Majeure, the Consultants shall be entitled to continue to be

paid under the terms of this Contract for the personnel actually deployed

during the period and reimbursable expenses incurred.

(a) The Employer may, by notice to the Consultant, suspend, in whole or in part,

the Services or the disbursement of funds hereunder if the Employer

determines that

(i) The Consultant shall have failed to carry out any of its obligations under

(ii) any other condition has arisen which, in the reasonable opinion of the

Employer interferes, or threatens to interfere, with the successful

carrying out of the Services or the accomplishment of the purposes of

the Contract; or

(iii) A force majeure event has occurred.

(b) In the event of a major delay in the implementation of the Services, the

Employer may suspend the payments as scheduled.

Section 15.01: Termination by the Employer:

The Employer may terminate the Contract in case of the occurrence of any of

the events specified in paragraphs (a) through (i) below. In such an occurrence

the Employer shall (except in the case of paragraph (f), (g) & (h) below)serve

not less than Fourteen (14) days written notice of termination and if the

Consultant does not within 14 days after the delivery to him of such notice

proceed to make good his default in so far as the same is being capable of

being made good and carry on the work or comply with such directions as

specified in such notice to the entire satisfaction of the Employer, the

Employer shall be entitled to terminate the contract by issue of termination

notice to the Consultant. In the case of sub-paragraph (f) or (g) or (h), the

Employer may by a notice terminate the Contract immediately.

a) Consultant fails to remedy a failure as specified in a notice of

suspension under Clause

b) Consultant fails to comply with Sub-Clause 3.04 (a) Article III

[Performance Security] ;

c) fails to comply with Sub-Clause 3.04 (b) Article III [List of

d) If as the result of Force Majeure, the Consultants are unable to

perform a material portion of the Services for a period of not less than

forty five (45) days,

e) abandons the Works or otherwise plainly demonstrates the intention

not to continue performance of his obligations under the Contract,

f) without reasonable excuse fails:

g) to perform any of its obligations under the contract, including the

carrying out of the Services, or

h) to take steps to deploy competent and adequate number of personnel

as per requirement of the Employer

i) becomes bankrupt or insolvent, goes into liquidation, has a receiving

or administration order made against him, compounds with his

creditors, or carries on business under a receiver, trustee or manager

for the benefit of his creditors, or if any act is done or event occurs

which (under applicable Laws) has a similar effect to any of these acts

j) gives or offers to give (directly or indirectly) to any person any bribe,

gift, gratuity, commission or other thing of value, as an inducement or

k) for doing or forbearing to do any action in relation to the Contract, or

l) for showing or forbearing to show favour or disfavour to any person

in relation to the Contract,

m) or if any of the Consultant’s Personnel, agents or Subcontractors gives

or offers to give (directly or indirectly) to any person any such

inducement or reward as is described in this sub-paragraph (g).

However, lawful inducements and rewards to Consultant’s Personnel

shall not entitle termination.

n) If the consultant, in the judgment of the Employer has engaged in

corrupt or fraudulent practices in competing for or in executing the

o) For the purpose of this clause:

p) “Corrupt Practice” means the offering, giving, receiving or soliciting

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

selection process or in contract execution.

q) “Fraudulent practice” means a misrepresentation of facts in order to

influence a selection process or the execution of a contract to the

detriment of the Employer, and includes collusive practice among

consultants (prior to or after submission of proposals) designed to

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

Employer of the benefits of free and open competition.

r) If the Employer, in its sole discretion and for any reason whatsoever,

decides to terminate this Contract.

s) The Employer’s decision to terminate the Contract shall not prejudice

any other rights of the Employer, under the Contract or otherwise.

t) The Consultant shall then leave the Site and deliver any required

Goods, Documents, and other design documents made by or for him,

to the Employer.

u) After termination, the Employer may complete the Services and/or

arrange for any other entities to do so, in the manner and method at

his sole discretion and whose decision shall be final. The Employer

and these entities may then use any Goods, Documents and other

design documents made by or on behalf of the Consultant.

Section 15.02: By the Consultant:

The Consultant may terminate this Contract, by not less than thirty (30) days

written notice to the Employer, such notice to be given after the occurrence

of any of the events specified in paragraphs (a) and (b) of this Section 15.02.

a) If the Employer fails to pay any sum due to the Consultants pursuant

to this Contract and not subject to dispute pursuant to Article XVI

hereof within forty-five (45) days after receiving written notice from

the consultants that such payment is overdue, or.

b) If, as the result of Force Majeure, the Consultants are unable to

perform a major portion of the services for a period of not less than

forty-five (45) days.

Section 15.03: Payment upon Termination:

If the termination has been occasioned by the default of the Consultant as per

section 15.01 (a) to (h) except (c), the Employer shall encash the performance

Guarantee and forfeit the Performance Security in full. Employer shall release

any payment due to the Consultant for satisfactory services provided prior to

termination and evaluated at the date of termination as per contract

conditions. However, if by this time the Consultant has failed to make a

payment due to the Employer, the same will be deducted from the payment

due and any balance remaining shall then be paid to the Consultant.

Unless such termination shall have been occasioned by the default of the

Consultant, the Consultant shall be entitled to reimbursement in full for the

costs specified in Section 6.05 as shall have been incurred up to the date of

such termination and for costs incident to the orderly liquidation of the

Services (including return travel of the personnel).

All claims made by the Consultant under Section 15.03 (b) shall be supported

by documentation submitted to the Employer, satisfactory in form and content

to the Employer.

Upon the receipt or giving of any notice referred to in Section 15.03 (a), if the

Consultant is not in default under the Contract and has partly or substantially

performed its obligation under the Contract up to the date of termination and

has taken immediate steps to bring the Services to a close in prompt and

orderly manner, to reflect the reduction in the Services, provided that in no

event shall the Consultant receive less than his actual costs up to the effective

date of the termination, plus a reasonable allowance for overhead and profit.

Settlement of Disputes

Section 16.01 Amicable Settlement

In case any dispute or difference between the Employer and the Consultant

for which claim has already been made by the Consultant, remains

unresolved, the Consultant shall then, give notice of dissatisfaction and

intention to commence arbitration to the Employer duly specifying the subject

of the dispute or differences as also the amount of claim item-wise. The

parties shall make attempts to settle the dispute amicably before the

commencement of arbitration. However, unless both parties agree otherwise,

demand for arbitration may be made by the Consultant after 90 days from the

day on which a notice of dissatisfaction and intention to commence arbitration

was given, even if no attempt for amicable settlement has been made.

Section 16.02: Arbitration

Any dispute, in respect of which amicable settlement has not been reached,

arising between the Employer and the Domestic or Foreign Consultant related

to any matter arising out of or connected with this contract, then the

Consultant shall be entitled to demand in writing that the dispute or difference

be referred to arbitration.

Only such dispute(s) or difference(s) in respect of which the demand had been

made for amicable settlement under clause 16.01 but could not be settled,

shall be referred to arbitration subject to the condition that cumulative amount

of claims in the contract is not exceeding 20% of the contract price. In case

the cumulative amount of claims exceeds 20% of the contract price,

arbitration clause will not be applicable.

The Arbitration proceedings shall commence from the day, a written and duly

quantified demand for arbitration is received by Director (Project and

Planning), Gujarat Rail Infrastructure Development Corporation Ltd.,

Gandhinagar (CMD/GRIDE).

The disputes so referred to arbitration shall be settled in accordance with the

Indian Arbitration & Conciliation Act, 1996 and any statutory modification

or re-enactment thereof.

Further, it is agreed between the parties as under:

16.02.1 Number of Arbitrators: The arbitral tribunal shall consist of three

16.02.2 Procedure for Appointment of Arbitrators: The arbitrators shall be

appointed as per following procedure:

(a) The Consultant, while invoking demand for arbitration, shall submit

to Director (P & P)/GRIDE, claims duly quantified along with name

and contact details of his nominee arbitrator. Thereafter, he Employer

will nominate his nominee arbitrator within a period of 30 days from

receipt of such demand from the Consultant and will issue letter of

appointment to both the arbitrators appointed by the parties with a

copy to the Consultant.

(b) The third Arbitrator shall be chosen by the two Arbitrators so

appointed by the parties and shall act as Presiding Arbitrator. In case

of failure of the two Arbitrators appointed by the parties to reach upon

consensus within a period of 30 days from the appointment of the

Arbitrators subsequently appointed, then, upon the request of either or

both parties, the Presiding Arbitrator shall be appointed by the

Chairman and Managing Director, Gujarat Rail Infrastructure

Development Corporation Ltd., Gandhinagar.

(c) If one or more of the arbitrators appointed as above refuses to act as

arbitrator, withdraws from his office as arbitrator, or vacates his/their

office/offices or is/are unable or unwilling to perform his functions as

arbitrator for any reason whatsoever or dies or in the opinion of the

Director (P & P)/GRIDE fails to act without undue delay, the

CMD/GRIDE shall appoint new arbitrator/arbitrators to act in

his/their place except in case of new Presiding Arbitrator who shall be

chosen following the same procedure as mentioned in para (b) above.

Such re-constituted Tribunal may, at its discretion, proceed with the

reference from the stage at which it was left by the previous

16.02.3 Qualification and Experience of Arbitrators (to be appointed as per sub-clause

16.02.2 above): The contract being of specialized nature requiring knowledge

and experience of dealing with project management / finance contracts, the

arbitrators to be appointed shall have minimum qualification and experience

Arbitrator shall be;

a working/retired officer (not below E-9 grade and above in a PSU with which

GRIDE has no business relationship) of any discipline of Engineering or

Accounts/Finance department, having experience in project management /

Finance consultancy; or

a retired officer (retired not below the HAG level) of Engineering/Accounts

Services of Central Government, having experience in Contract Management

of construction contracts; or a retired officer who should have retired more

than 3 years previously from the date of appointment as Arbitrator (retired

not below E-9 grade in GRIDE or a PSU with which GRIDE has a business

relationship) of any Engineering discipline or Accounts department, having

experience in project management / finance contracts.

No person other than the persons appointed as per above procedure and

having above qualification and experience shall act as Arbitrator.

16.02.4 No new claim, except as otherwise mutually agreed by the Parties, shall be

added during proceedings by either party. However, a party may amend or

supplement the original claim or defence thereof during the course of

arbitration proceedings subject to acceptance by Tribunal having due regard

to the delay in making it.

16.02.5 Neither party shall be limited in the proceedings before such arbitrators to the

evidence nor did arguments previously put before during amicable settlement.

16.02.6 The reference to arbitration may proceed, notwithstanding that the services

shall not then be or be alleged to be complete, provided always that the

obligations of the Employer and the Consultant shall not be altered by the

reason of the arbitration being conducted during the progress of the

Consultancy. Neither party shall be entitled to suspend the services, nor shall

payment to the Consultant be withheld on account of such proceedings.

16.02.7 If the Consultant(s) does/do not prefer his/their specific and final claims in

writing, within a period of 90 days of receiving the intimation from the

Employer/Engineer that the final bill is ready for signature of the

Consultant(s), he/they will be deemed to have waived his/their claim(s) and

the Employer shall be discharged and released of all liabilities under the

contract in respect of these claims.

16.02.8 Arbitration proceedings shall be held at Gandhinagar, India or at a place

where Director (P & P)/GRIDE’s (dealing the contract) office is located, and

the language of the arbitration proceedings and that of all documents and

communications between the parties shall be in English.

16.02.9 The Arbitral Tribunal should record day to day proceedings. The proceedings

shall normally be conducted on the basis of documents and written

All arbitration awards shall be in writing and shall state item wise, the sum

and detailed reasons upon which it is based

16.02.10 Any ruling on award shall be made by a majority of members of Tribunal. In

the absence of such a majority, the views of the Presiding Arbitrator shall

A party may apply for correction of any computational errors, any

typographical or clerical errors or any other error of similar nature occurring

in the award of a tribunal and interpretation of specific point of award to

tribunal within 60 days of the receipt of award

A party may apply to tribunal within 60 days of receipt of award to make an

additional award as to claims presented in the arbitral proceedings but omitted

from the arbitral award.

16.02.11 Where the Arbitral award is for the payment of money, no interest shall be

payable on whole or any part of the money for any period till the date on

which the award is made.

16.02.12 The fees and other charges of the conciliator/arbitrators shall be as per the fee

structure fixed by the employer (enclosed as Annexure ‘B’ to Section 5) and

as amended from time to time irrespective of the fact whether the Arbitrator(s)

is/are appointed by the parties or by the Court of law unless specifically

directed by Hon’ble Court otherwise on the matter, and shall be shared

equally by the Employer and the Consultant. However, the expenses incurred

by each party in connection with the preparation, presentation will be borne

Section 16.03 The Contract Agreement shall be subject to exclusive jurisdiction of Courts

as indicated in the Data Sheet.

Conflict of Interest

Section 18.01: Any breach of an obligation under this article shall constitute a conflict of interest

(“Conflict of Interest”). The Consultant shall comply and shall ensure the Sub-

consultants and Affiliates of the foregoing comply with the provisions of Article

XVIII and any breach of such an obligation shall constitute an event of default by

the Consultant for the purposes of this Contract. The Consultant shall promptly

disclose any Conflict of Interest to the Client. For the avoidance of doubt, the

Consultant agrees that a disclosure of any Conflict of Interest shall not in any

manner whatsoever be deemed to cure such Conflict of Interest.

For the purposes of this Contract, “Selection Process” shall mean the selection

process adopted by the Client for the short-listing of applicants, evaluation of

proposals (comprising the financial and technical proposals) of applicants,

negotiations with selected applicants, and all other acts incidental thereto

(including without limitation the expression of interest stage, Request for

Proposal Stage, negotiation stage, etc) prior to the execution of this Contract for

selecting the bidder for appointment as the GCS.

Section 18.02: Consultant Not to Benefit from Commissions, Discounts, etc.

The remuneration of the Consultant pursuant to Article 6 of the GCC shall

constitute the Consultant’s sole remuneration in connection with the Contract or

the Services, and the Consultant shall not and shall ensure that the Sub-consultants

and any Personnel do not accept for their own benefit any trade commission,

discount or similar payment in connection with activities pursuant to this Contract

or to the Services or in relation to the discharge of their obligations under this

Section 18.04: Consultant and Affiliates Not to Engage in Certain Activities

The Consultant agrees, and shall procure that the Sub-consultants agree, that,

during the term of the Contract and for a period of two (2) years after the

termination or expiry of this Contract, the Consultant shall not and shall ensure that

the Affiliates of any of the Members, its Sub-consultants and any Affiliates of the

Sub-consultants, do not provide goods, works, services, loans, capital or equity

(other than the Services and any continuation thereof) for any project or works

resulting from or closely related to the Services; provided that the foregoing

restriction shall not be applicable to any program

management/consultancy/advisory services provided to the Client in continuation

of the Services hereunder or to any subsequent program

management/consultancy/advisory services provided to the Client in accordance

with the rules, guidelines, policies of the Client. Further, the Consultant shall

during the course of performance of the Services and for a period of two (2) years

after the expiry or termination of this Contract, ensure that there is no conflict of

interest with that of the Project or the Client and to this end not enter into any

arrangements (formal or informal) or undertake activities such that its interests

conflict with any of its obligations under the Contract or are prejudicial to the

interests of the Project or of the Client. Further the Consultant shall not and shall

ensure that the Sub-consultants, the Affiliates of the foregoing and Personnel will

not use improperly, for purposes of competition or gain, or pass on to others, any

information or document, provided by the Client or any other persons involved in

For the purposes of this Clause 3.2.3, an ‘Affiliate’ shall also include a partner in

the firm of the Consultant/Sub-Consultant, as the case may be, or a person who

holds more than five per cent (5%) of the subscribed and paid-up share capital of

the Consultant/Sub-consultant, as the case may be, and any Affiliate thereof.

Section 18.05: Prohibition of Conflicting Activities

The Consultant shall not and shall ensure that the Sub-consultants and the

Personnel do not engage, either directly or indirectly, for a period of two (2) years

after the termination or expiry of this Contract, in any business or professional

activities which would conflict with the activities assigned to it under the Contract.

Without prejudice to the generality of the foregoing, certain illustrations of

activities that would be in conflict with the services assigned to the Consultant

under this Contract include the Consultant, any Sub-Consultant or Affiliate would

(a) providing bid advisory services to any contractors or consultants bidding in

respect of any works or services related to the Project; or

(b)being engaged by any contractor for the Project for detailed planning, supervisory

services, engineering support or any other services.

18.06: The Consultant shall, and shall ensure that the Sub- consultant and Affiliate of the

foregoing and Personnel, observe the highest standards of ethics and not have

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

coercive practice, undesirable practice or restrictive practice or act or omit to act in

a manner prejudicial to the interests of the Client or the Project during the Selection

Process or while performing its obligations (collectively, “Prohibited Practices ”).

Notwithstanding anything to the contrary contained in this Contract, the Client shall

be entitled to terminate the Contract forthwith by a communication in writing to the

Consultant, without being liable in any manner whatsoever to the Consultant or the

Sub-consultants or Affiliates of the foregoing or Personnel, if it determines that the

Consultant has, directly or indirectly or through an agent, engaged in any Prohibited

Practices in the Selection Process or before or after entering into of this Contract

(including in course of performance under or pursuant to this Contract). In such an

event, the Client shall forfeit and appropriate the Performance Security, if any, as

mutually agreed genuine pre-estimated compensation and damages payable to the

Client towards, inter alia, time, cost and effort of the Client, without prejudice to the

Client’s any other rights or remedy hereunder or in law.

18.07 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 Contract or at law, if the

Consultant or any Sub-consultants or Affiliates of the foregoing are found by the

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

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

this Contract, the Client shall be entitled to blacklist the Consultant and the

Consultant shall not be eligible to participate in any tender (including but not limited

to any request for proposal) issued during a period of 2 (two) years from the date the

Consultant/any Sub-consultants or Affiliate is found by the Client to have directly

or indirectly or through an agent, engaged or indulged in any Prohibited Practices.

18.08: For the purposes of section 18.06 and 18.07 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 this

Contract, or any official of the Government or the State Government or the [State

SPV/City SPV/Nodal SPV] before or after the execution thereof (including in course

of performance under or pursuant to this Contract), at any time prior to the expiry of

one (1) year from the date such official resigns or retires from or otherwise ceases to

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

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

whatsoever, whether during the Selection Process or after the issue of LOA or after

the execution of this Contract, as the case may be, any person in respect of any matter

relating to the Project or the LOA or this Contract, who at any time has been or is a

legal, financial or technical adviser to the Client in relation to any matter concerning

(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;

(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 the exercise of its rights or

performance of its obligations by the Client under or pursuant to the Contract;

(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 the process of selection of persons for the execution of various

components of the Project; or (ii) or offering or attempting to offer to any third

person any material or other benefit which such person is not legally entitled to, in

order to obtain in exchange any advantage of any kind whatsoever during the

Selection Process or during the execution of this Contract; and “restrictive

practice” means forming a cartel or arriving at any understanding or arrangement

among the persons who have bid or proposed to submit bids in response to the RFP

with the objective of restricting or manipulating a full and fair competition in the

Selection Process.

Section 19.01: The Consultant shall not and shall ensure that the Sub-consultants, Affiliates of the

Consultant and the Sub-consultants and Personnel do not, without the prior written

consent of the Client, disclose, divulge, furnish or make known or accessible to, or

use for the benefit of, anyone other than the Parties hereto, the contents of this

Contract, any Work Orders or Supplementary Work Orders, any proprietary or

confidential information relating to the Project, the Services, any information which

may come to the Consultant’s knowledge in the course of negotiations or otherwise

concerning this Contract and/or the Project (including but not limited to any

information provided by or pertaining to other entities involved in the Project, such

as other consultants, contractors etc.) or the commercial or financial arrangements

or affairs of the Client (collectively, “Information”); provided, however, that the

Consultant may disclose Information to its Personnel and the officers, employees of

the Consultant and/or its Affiliates (the Consultant’s “Representatives”) who have

a legitimate need to know the Information for the performance of Services. The

Consultant shall be responsible for informing its Representatives of the

confidentiality requirements imposed by this Contract and shall be responsible for

any breach of the terms and conditions hereof by its Representatives. Further, the

Consultant agrees and acknowledges that monetary damages would not be an

adequate compensation for the Client in the event the Consultant breaches its

confidentiality obligations under this Contract and the Parties agree that in the event

of a breach or threatened breach of confidentiality, the Client shall, at its option, also

be entitled to specific performance and injunctive or other equitable relief as a

remedy for any such breach or anticipated breach.

Section 19.02: The restrictions imposed by section 19.01 shall not apply to the disclosure of any

Information by the Consultant: (i) which is now or hereafter comes into the public

domain otherwise than as a result of a breach of an undertaking of confidentiality;

(ii) was in the possession of the Consultant or its Representatives on a non-

confidential basis at the time of its disclosure under this Contract; (iii) becomes

lawfully available to the Consultant or its Representatives on a non-confidential

basis from any source, except the Client and its Affiliates (the “Disclosing Party”),

provided that such source was not bound by an obligation of confidentiality to the

Disclosing Party or any other person with respect to such information; (iv) that is

independently developed by the Consultant without reference to Information

provided by the Disclosing Party; (v) that is disclosed to the legal advisers, auditors

and other professional advisers of the Consultant, provided such persons are under

an obligation to maintain confidentiality of such information; (vi) that is required to

be disclosed by the Consultant pursuant to Applicable Laws; provided that the

Consultant shall furnish only that portion of the Information which it is advised by

its counsel is legally required to be disclosed and shall exercise reasonable efforts to

obtain reliable assurance that confidential treatment will be accorded to such

Information to the extent reasonably requested by the Disclosing Party; or (vii) that

is approved for disclosure or release by written authorization of the Disclosing Party.

Section 19.03: The confidentiality obligations under this Contract shall survive for a period of two

(2) years after the expiration or termination of this Contract.

Contractual Ethics

Section 20.01: No fees, gratuities, rebates, gifts, commissions or other payments, other than those

shown in the proposal or the contract, have been given or received in connection

with the selection process or in the contract execution.

Compliance to Laws Bylaws & Regulations

Section 21.01: The Consultants shall respect and abide by all applicable laws and regulations in

force and effect as of the date hereof and which may be promulgated or brought

into force and effect hereinafter in the Republic of India including regulations and

rules made there under as may be in force and effect during the subsistence of this

agreement. The consultant shall use its best efforts to ensure that their personnel

and their dependents, while in India and local employees of the consultant shall

respect and abide by the said laws and regulations.

Consultant’s Actions Requiring Client’s Prior Approval

Section 22.01: Deleted

Section 23.01: Liability of the Consultant

The Consultant's liability and the Client’s remedies under this Contract shall in

addition to and not in derogation of the Client’s rights and remedies under

Applicable Law.

(a) Except in case of negligence, fraud or wilful 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 by the Consultant to the Client’s property, the Consultant

shall not be liable to the Client:

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

(b) for any direct loss or damage that exceeds the total payments for

Professional Fees and Reimbursable Expenditure made or expected to be

made to the Consultant hereunder or the insurance proceeds available under

the professional liability insurance obtained by the Consultant, whichever

(c) This limitation of liability shall not affect the Consultant’s liability, if any,

for damage to third parties (i.e. any person other than the Client or the

Consultant) caused by the Consultant or any person or firm acting on behalf

of the Consultant (including Personnel) in carrying out the Services,

including by way of indemnity to the Client.

Section 23.02 : RESPONSIBILITY FOR ACCURACY OF PROJECT DOCUMENTS

The Consultant shall be responsible for accuracy of the Designs, drawings, plans,

estimate and all other details prepared by him as part of the Services. The

Consultant shall indemnify the Client from and against any and all claims, actions,

proceedings, lawsuits, demands, losses, liabilities, damages, fines or expenses

(including interest, penalties, attorneys’ fees and other costs of defence or

investigation) to the extent related to or arising out of, whether directly or

indirectly, errors, inaccuracy, negligence, omissions in the services, which might

surface during implementation of the Project or thereafter. Without prejudice to the

foregoing, the Consultant will also be responsible for correcting, at its own cost

and risk, the drawings including any re-survey / investigations and correcting

layout etc. if required during the execution of the Services.

Section 23.03: DELAY LIQUIDATED DAMAGES

If the Consultant fails to complete a deliverable within the period specified in the

applicable Work Order or Supplementary Work Order, except to the extent that such

delay is solely on account of Force Majeure affecting the Consultant or any breach

or default of the Client, the Consultant shall pay to the Client, as fixed and agreed

liquidated damages, (and not as penalty) at the rate of zero decimal point five percent

(0.5%) of the applicable Yearly Fee Ceiling for every week of delay in completion

of such deliverable. The aggregate maximum of liquidated damages payable to the

Client under this Clause shall be subject to a maximum of five percent (5%) of the

Yearly Fee Ceiling for the First Year or any Subsequent Year. The Consultant

acknowledges that the terms, conditions and amounts fixed pursuant to this Clause

9 for liquidated damages are reasonable, considering the losses and costs that the

Client will incur in the event of the Consultant’s failure to provide each deliverable

within the period specified therefor. The Parties hereby agree that the liquidated

damages amounts specified herein are a genuine pre-estimate as of the date hereof

of damages likely to be incurred by the Client and shall be without prejudice to the

Client’s right to terminate this Contract under Clause 2.5.1. The Parties agree and

acknowledge that liquidated damages, if any, accruing during the First Year or any

Subsequent Year, shall be payable on an annual basis at the end of the First Year or

the relevant Subsequent Year, as applicable (except in case of forfeiture of the

Performance Security upon termination of the Contract in which event such

liquidated damages for delay shall be recoverable from the termination payment, if

any, payable to the Consultant). Liquidated damages shall be recovered from

payments due to the Consultant and/or be paid to the Client by the Consultant within

a period of thirty (30) days from the date of notification of liquidated damages

payable by the Consultant.

Section 23.04: REPRESENTATIONS, WARRANTIES AND DISCLAIMER

The Consultant represents and warrants to the Client that:

(i) it is duly organized, validly existing and in good standing under the applicable

laws of its country of incorporation;

(ii) it has full power and authority to execute, deliver and perform its obligations

under this Contract and to carry out the transactions contemplated hereby;

(iii) it has taken all necessary corporate and other action under Applicable Laws and

its constitutional documents to authorize the execution, delivery and performance

of this Contract;

(iv) it has the financial standing and capacity to undertake the Project and perform the

(v) this Contract constitutes its legal, valid and binding obligation enforceable against

it in accordance with the terms hereof;

(vi) it is subject to laws of India with respect to this Contract and it hereby expressly

and irrevocably waives any immunity in any jurisdiction in respect thereof;

(vii) there are no actions, suits, proceedings, or investigations pending or, to the

Consultant’s knowledge, threatened against it at law or in equity before any court

or before any other judicial, quasi-judicial or other authority, the outcome of

which may result in the breach of or constitute a default of the Consultant under

this Contract or materially affect the discharge by the Consultant of its obligations

under the Contract.

(viii) no representation or warranty by the Consultant contained herein or in any other

document furnished by it to the Client (including without limitation the proposals

submitted in course of the Selection Process) contains or will contain any untrue

statement of material fact or omits or will omit to state a material fact necessary

to make such representation or warranty not misleading; and

(ix) no sums, in cash or kind, have been paid or will be paid, by or on behalf of the

Consultant, to any person by way of fees, commission or otherwise for securing

the Contract or for influencing or attempting to influence any officer or employee

of the Client in connection therewith.

Section 23.05: MISCELLANEOUS

1. Assignment and Charges

(a) The Contract shall not be assigned by the Consultant save and except with prior

consent in writing of the Client, which the Client shall be entitled to decline without

assigning any reason whatsoever.

(b) The Client shall, from time to time, be entitled to assign any rights, interests and

obligations under this Contract to third parties.

The Consultant agrees to indemnify and hold harmless the Client from and against

any and all claims, actions, proceedings, lawsuits, demands, losses, liabilities,

damages, fines or expenses (including interest, penalties, attorneys’ fees and other

costs of defence or investigation to the extent related to or arising out of, whether

directly or indirectly, (a) the breach by the Consultant of any obligations under this

Contract; (b) the alleged negligent, reckless or otherwise wrongful act or omission of

the Consultant including professional negligence or misconduct of any nature

whatsoever in relation to Services rendered to the Client; (c) death or bodily injury to

any person (including any third party or any personnel of the Client) or loss of or

damage to any property of the Client or any third party (collectively “Indemnified

As soon as reasonably practicable after the receipt by the Client of a notice of the

commencement of any action by a third party, the Client will notify the Consultant of

the commencement thereof; provided, however, that the omission so to notify shall

not relieve the Consultant from any liability which it may have to the Client or the

third party. The obligations to indemnify and hold harmless, or to contribute, with

respect to losses, claims, actions, damages and liabilities relating to the Indemnified