Preparation of Tourism Infrastructure Development Plan, Prioritization Matrix, and Project Shelf for the Surat Economic Region, Gujarat

Technical Bid of the Consultant.

Now therefore, in consideration of the foregoing and other good and valid

consideration, the receipt and adequacy of which are hereby expressly

acknowledged, the Parties hereby agree as follows:

In this Agreement, the following words and expressions shall, unless repugnant to

the context or meaning thereof, have the meaning hereinafter respectively ascribed

i. “Affiliates” mean in relation to any Party, a person that (directly or indirectly)

controls, is controlled by or is under the common control of such Party.

ii. "Agreement" means this Consultancy Agreement and shall include any

annexure, recitals, schedules or exhibits annexed hereto and any

amendments and understandings made to the same by the Parties in writing.

iii. “Applicable Law” means any relevant statute, law, regulation, ordinance,

rule, judgement, rule of law, order, decree, clearance, approval, directive,

instructions from Government Authority, policy or other governmental

restriction (each having the force of law), or determination by, or any

interpretation or administration of any of the foregoing by, any statutory or

regulatory authority in each case, binding upon the Consultant whether in

effect as of the date of execution of this Agreement or thereafter and in each

case as amended.

iv. “Associate” means in relation to another company, means a company in

which that other company has a significant influence, but which is not a

subsidiary company of the company having such influence and includes a

joint venture company; for the purpose of this definition: (i) the expression

"significant influence" means control of at least 20% (twenty percent) of total

voting power, or control of or participation in business decisions under an

agreement; (ii) the expression "joint venture" means a joint arrangement

whereby the parties that have joint control of the arrangement have rights to

the net assets of the arrangement.

v. “Authority Representative” means the person / personnel of the Authority,

who acts as its representative to oversee the work undertaken by the

Consultant, from time to time, and as directed by the Authority.

vi. “Force Majeure” means the details as included in Annexure - 3: Terms and

Conditions, Section (3).

vii. “Government” means the Government of the State of Gujarat or any

successor entity assuming the obligations of the Government of State of

Gujarat in relation to the Project, as the case may be.

viii. “Government Authority” means the Government of India or the Government

or any ministry, department, board, authority, instrumentality, agency,

corporation (each to the extent acting in a legislative, judicial or administrative

capacity and not as a contracting party with the Authority) or regulatory body

exercising statutory powers under any Applicable Law under the direct or

indirect control of the Government of India or the Government or any political

subdivision of any of them or owned or controlled by the Government of India,

the Government or any of their subdivisions, or any court, tribunal or judicial

body within India.

ix. "Personnel" means the person / personnel of the Consultant or

professionals and/or support staff provided / appointed by the Consultant to

perform the Services or any part thereof.

x. "Project” shall mean for “Preparation of Tourism Infrastructure

Development Plan, Prioritization Matrix and Project Shelf for Surat

Economic Region, Gujarat”.

xi. "Services" means the scope of work required to be performed by the

Consultant in relation to the Project, as more specifically set out in Annexure

1 of this Agreement.

The objective of this assignment is to prepare a Tourism Infrastructure

Development Plan, Prioritization Matrix, and Project Shelf for the Surat Economic

Region (SER) in alignment with the Economic Master Plan prepared by NITI

Aayog, to identify and prioritize tourism infrastructure projects that can be

implemented through State Government funding and PPP mode to strengthen the

region’s economic growth, sustainability, and tourism potential.

3. Institutional Arrangement

The Authority hereby appoints the Consultant for the Project wherein the

Consultant shall offer its relevant experience, knowledge and expertise towards

facilitating timely completion of the Project.

4. Scope of Services

The broad scope of work includes:

▪ Baseline Assessment- Map and categorize tourism assets / land banks in the

SER along with visitor flows, typical tourist circuits, retention time and service

gaps. Identify high-potential zones, circuits, and thematic clusters for

development. Simulate the impact of anchor projects in the region on the larger

tourism landscape of the region and identify opportunities to complement the

proposed projects as well as provide a well-rounded experience to the tourists.

▪ Tourism Infrastructure Development Plan - undertake strategic visioning

and positioning exercise with horizon period aligned with the EMP. The

Tourism Infrastructure Development Plan should take into account the tourism

assets, the existing infrastructure levels, gap assessment (both current and

projected) and followed by identification of tourism related infrastructure

projects (eg. access, hospitality and associated infrastructure, wayside

amenities, themed attractions to supplement the existing resources, similar).

▪ Prioritization Matrix- Undertake a prioritization to rank projects based on

need, impact, feasibility, and readiness, in consultation with the Authority and

other stakeholders.

▪ Project Shelf - The shelf of projects shall be identified across the following

o Short term soft interventions (to be identified in the first 3 months for

implementation) – skilling, homestay promotion, promotion of local

cuisines, handicrafts, performing arts, culture, etc.

o Strengthening existing attractions in the region

o Greenfield attractions like – theme parks, adventure tourism parks,

outlet malls, film city, wellness retreat, cultural-rural immersive

experiences etc.

o Hospitality infrastructure – hotels across various categories, caravan

parks, transport nodes and modes, etc.

▪ About 4-5 projects across each category, shall be identified for undertaking

Pre-Feasibility. Each project should have the following indicative details

o Project location

o Area requirements

o Estimated cost

o Implementation modality – EPC, PPP

o Project structure

o Source of funds

o Outcome of Pre-feasibility

The services required to be provided by the Consultant towards the projects is more

particularly set out in Annexure-1. The Consultant shall provide the required deliverables

specified in this Agreement in conformity with the time schedule and payment schedule

stated therein Part II of Annexure-2.

5. Performance Security

i. Performance Security

For securing the due and punctual performance of obligations of the

Consultant under this Agreement, the Consultant, as precondition to execution

of this Agreement, has delivered to the Authority a Bank Guarantee, in favour

of the Authority, for an amount of ₹ ______ (Rupees ______ only), from

[Name of the Bank] with BG number _________. (“Performance Security”).

ii. Failure to maintain Performance Security.

The Consultant shall always, irrespective of the validity period of the

Performance Security, keep and maintain the Performance Security valid and

in full force and effect from the date of this Agreement till the expiry of this

Agreement. The Consultant agrees and acknowledges that this is an essential

condition of this Agreement and the failure to maintain the Performance

Security in accordance with the provisions hereof shall constitute an event of

default by the Consultant and shall entitle the Authority to terminate this

Agreement and invoke / appropriate the Performance Security in accordance

with the provisions hereof.

iii. Appropriation of Performance Security

In the event of the Consultant being in default of the due, faithful and punctual

performance of its obligations under this Agreement or owes any amount to

the Authority under this Agreement or in the event of there being any claims or

demands whatsoever whether liquidated or which may at any time be made or

have been made on behalf of the Authority for or against the Consultant under

this Agreement or against the Authority in respect of this Agreement, the

Authority shall, without prejudice to its other rights and remedies hereunder or

in law, have the right to invoke the Performance Security and appropriate

relevant or delinquent amounts as damages for such default, dues, demands

The decision of the Authority as to any such breach / delay having been

committed, liability accrued, or loss or damage caused or suffered shall be

conclusive, absolute and binding on the Consultant. The demand as made by

the Authority shall be recovered through invocation of Performance Security

under this Agreement and no other document or any action shall be required

in this regard from the Authority.

In the event of invocation of the Performance Security by the Authority, in full

or part, the Consultant shall forthwith such invocation and consequent

appropriation and in any case within 30 (thirty) days of receipt of the notice of

invocation from the Authority, provide a new Performance Security or replenish

the existing Performance Security to its full value, as the case may be. The

provisions of this clause shall apply mutatis mutandis to such new

Performance Security. The Consultant’s failure to comply with this provision

shall constitute an event of default by the Consultant and the Authority to

terminate this Agreement and invoke/appropriate the Performance Security in

accordance with the provisions hereof.

iv. Return of Performance Security

Subject to the provisions of this Agreement, the Authority shall return the

Performance Security to the Consultant within 30 (thirty) days without any

interest, following the expiry or prior termination of this Agreement (other than

on account of an event of default by the Consultant), as the case may be,

provided that there are no outstanding claims of the Authority on the

Consultant in terms hereof in which event amount of outstanding claims shall

be appropriated from the Performance Security.

6. Role & Responsibilities of Parties

The Parties to this Agreement shall perform their respective roles and

responsibilities as more particularly set out in Annexure-2 and hereby agree and

acknowledge that such roles and responsibilities shall be applicable and binding

on each of the Parties during the currency of this Agreement. The Consultant shall

use all its resources and expertise to ensure timely completion of the Services in

accordance with the terms of this Agreement.

7. Terms & Conditions

The Parties agree and confirm that the terms, conditions, rights and obligations as

more particularly detailed in Annexure-3 hereto shall be applicable and binding on

the Parties during the operation of this Agreement, unless expressly agreed to

otherwise in writing by the Parties in terms of the applicable provisions contained

elsewhere in this Agreement, in particular:

i. the Consultant shall undertake the Services in accordance with Applicable

Law, generally accepted professional techniques and the provisions of this

ii. the Authority shall make payments to the Consultant in accordance with the

provisions of this Agreement.

8. Relation between the Parties

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

and servant or of agent and principal between Authority and the Consultant and

the Consultant shall, subject to the terms of this Agreement, have complete

responsibility and accountability for the personnel deployed by the Consultant

(either by the Consultant or on behalf of the Consultant) for discharge of its

obligations under this Agreement and performance of the Services performed.

9. Governing Law & Jurisdiction

This Agreement shall be construed and interpreted in accordance with and

governed by the laws of India, and the courts at Gandhinagar / Ahmedabad / a

location as deemed fit by the Authority shall have exclusive jurisdiction to settle

any Dispute which may arise out of or in connection with this Agreement (including

any interpretation of the same) and each of the Parties irrevocably submit to and

accepts for themselves and in respect of their respective property, generally and

unconditionally, the jurisdiction of such courts or tribunals.

i. All Documents / Communication / Reports shall be submitted to the Authority

in English Language

ii. The Consultant may be required to prepare certain documents (including

presentations) in both English and Gujarati for the sake of better consultation

and understanding of the Authority and / or its representatives.

iii. All notices required to be given by one Party to the other Party and all other

communications, documentation and proceedings which are in any way

relevant to this Agreement shall be in writing and in English language.

11. Table of Contents and Headings

The table of contents, headings or sub-headings in this Agreement is for

convenience of reference only and shall not be used in, and shall not affect, the

construction or interpretation of this Agreement.

12. Taxes and Duties

The Authority shall not be liable to pay any taxes, duties and levies in addition to

the fees / monies, except GST, becoming due to the Consultant. The Consultant

shall, on its own, comply with any requirement in this regard under Applicable

13. Effectiveness of Agreement

This Agreement shall come into force and effect from date of signing of Agreement

and shall remain valid and effective for a term as more particularly provided under

Clause 5 of Annexure-3 (‘Validity & Termination’) hereto.

14. Entire Agreement

This Agreement constitutes a complete and exclusive statement of the terms of the

agreement between the Parties on the subject hereof. All written or oral

understandings, offers or other communications of every kind pertaining to this

Agreement, prior to the date of this Agreement, shall hereby stand abrogated and

15. Priority of Documents

The documents forming part of proposal and subsequent negotiations leading to

this Agreement shall be interpreted in the following order of priority:

i. Volume 1 of the Agreement, including the Annexures and excluding the

ii. Schedules of Volume 1 of the Agreement;

iii. Section 1 of Volume 2 of the Agreement and

iv. Section 2 of Volume 2 of the Agreement

16. Modification / Amendment of Agreement

Any modification / amendment of the terms and conditions of this Agreement,

including any modification of the Services, may only be made, and be effective,

only upon written agreement between the Parties in this regard.

17. Fairness & Good Faith

17.1 Good Faith

The Parties undertake to act in good faith with respect to each other’s rights and

obligations under this Agreement and shall adopt all reasonable measures to

ensure the realization of the objectives of this Agreement.

17.2 Operation of the Agreement

The Parties recognize that it is impractical in this Agreement to provide for every

contingency which may arise during the life of the Agreement, and the Parties

hereby agree that it is their intention that this Agreement shall operate as fairly as

possible between them, and without detriment to the interest of either of them, and

that, if during the term of this Agreement either Party believes that this Agreement

is operating unfairly, the Parties will use their best efforts to agree on such action

as may be necessary to remove the cause or causes of such unfairness, but failure

to agree on any action pursuant to this Clause shall give rise to a dispute and would

be consequently dealt subject to dispute resolution mechanism set out in Clause

18. Settlement of Disputes

18.1 Amicable Settlement

The Parties shall use their best efforts to settle amicably any and all disputes

arising out of or in connection with this Agreement or the interpretation thereof.

18.2 Dispute Resolution

Any dispute, difference or controversy of whatever nature howsoever arising under

or out or in relation to this Agreement (including its interpretation) between the

Parties and so notified in writing by either Party to the other Party (the “Dispute”)

shall, in the first instance, be attempted to be resolved amicably in accordance with

the conciliation procedure set forth in Clause 18.3.

The Parties agree to use their best efforts for resolving all Disputes arising under

or in respect of this Agreement promptly, equitably and in good faith, and further

agree to provide each other with reasonable access during normal business hours

to all non-privileged records, information and data pertaining to any Dispute.

18.3 Conciliation

In the event of any Dispute arising between the Parties, either Party may call upon

the Managing Director of the Authority (or a person nominated by him / her) and

the Chairman of the board of directors of the Consultant or a person nominated by

him or Authorized Signatory of the Consultant having valid Power of Attorney for

an amicable settlement and upon such reference, the said persons shall meet no

later than 10 (ten) days from the date of reference to discuss and attempt to

amicably resolve the Dispute. If such meeting does not take place within the

(ten) days period or the Dispute is not amicably settled with 15 (fifteen) days of the

meeting or the Dispute is not resolved as evidenced by the signing of written terms

of settlement within 30 (thirty) days of the notice in writing or such longer period as

may be mutually agreed by the Parties, either Party may refer the Dispute to

dispute resolution in accordance with the provisions of Clause 9 (Governing Law

and Jurisdiction).

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be

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

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of Authority For and on behalf of Consultant

Authorized Signatory Authorized Signatory

[Name], [Name],

[Designation] [Designation]

Tourism Corporation of Gujarat Limited [Name of the Consultant]

Witness Witness

ANNEXURE – 1: Scope of Work

[As per the RFP document]

1. Roles and Responsibilities of Parties

Subject to and on the terms and conditions of this Agreement, the Parties shall

comply with and perform all their respective obligations set out in this

Agreement or arising hereunder:

1.1 Standards of Performance

Consultant shall perform the Services and carry out its obligations

hereunder, with all due diligence, efficiency and economy, in accordance

with generally accepted professional techniques and practices, and shall

observe sound management practices, and employ appropriate advanced

technology and safe and effective equipment, machinery, materials and

methods. Consultant shall always act, in respect of any matter relating to

this Agreement or to the Services, as a faithful adviser to the Authority.

Consultant shall comply with all Applicable Laws in the performance of its

obligations under this Agreement.

1.2 Roles and Responsibility

i. Role and Responsibility of Consultant

a. Consultant shall provide the Services for development of the

Project in accordance with the provisions of this Agreement.

b. Consultant shall be accountable and responsible for its output and

deliverables and shall work seamlessly in close coordination with

the Authority as a team and keep the Authority posted about

progress and problems faced by the Consultant in relation to the

Services, on a regular basis. The Authority shall on a best effort

basis, endeavor to resolve problems and difficulties raised by

Consultant, in coordination with the Government.

c. Consultant shall be required to ensure availability of relevant

personnel to attend all meetings / discussions / consultations with

the Authority / Stakeholders / implementation agencies and at the

site/s or at any other place as may be notified by the Authority

from time to time, based on the requirements of the Project. No

additional cost towards such meetings / discussions /

consultations shall be made to the Consultant.

d. The Consultant shall engage the following Key Personnel, through

the project duration:

Position Name of the Resource

Team Leader cum Project

Position Name of the Resource

Sector Specialist Tourism [Name]

Sector Specialist

Sector Specialist Finance [Name]

e. The Authority expects all the Key Personnel to be available during

the Assignment. The Authority will not consider any substitution of

Key Personnel except under compelling circumstances beyond

the control of the Consultant and the concerned Key Personnel.

Such substitution shall be limited to not more than one Key

Personnel subject to equally or better qualified and experienced

personnel being provided to the satisfaction of the Authority. In

addition to the Key Personnel as mentioned above, the Consultant

shall engage various other resources from time to time including

full time resources as per the requirements of the tender.

f. Consultant shall incorporate all comments received from the

Authority on the submissions made by them and resubmit the

same with suggested modification and compliance report.

g. Consultant shall always act in a manner consistent with the

provisions of this Agreement and not cause or fail to do any act,

deed or thing, whether intentionally or otherwise, which may in

any manner be violative of any of the provisions of this Agreement.

h. Consultant shall procure, as required, the appropriate proprietary

rights, licenses, agreements and permissions for materials,

methods, processes, know-how and systems used or

incorporated into the Project.

i. Consultant shall support, cooperate with and facilitate the

Authority in the implementation and operation of the Project in

accordance with the provisions of this Agreement.

j. Consultant acknowledges, agrees and undertakes that

employment of foreign personnel by the Consultant and/or its

contractors and their subcontractors shall be subject to grant of

requisite regulatory permits and approvals including employment

/ residential visas and work permits, if any required, and the

obligation to apply for and obtain the same shall and will always

be of the Consultant and, notwithstanding anything to the contrary

contained in this Agreement, refusal of or inability to obtain any

such permits and approvals by the Consultant or any of its

contractors or sub-contractors shall not constitute an event of

Force Majeure, and shall not in any manner excuse the

Consultant from the performance and discharge of its obligations

and liabilities under this Agreement.

ii. Role and Responsibility of the Authority

a. The Authority shall share requisite information with the

Consultant, as may be required by the Consultant for successful

implementation and completion of the Project, from time to time,

provided such information is available with the Authority or any

public agency of the Government.

b. The Authority shall review the submissions made by Consultant

and provide feedback in a timely manner based on which

Consultant shall revise / modify the submissions.

c. The Authority shall make timely payment of fees to the Consultant

in accordance with the provisions of this Agreement

1.3 Conflict of Interest

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

shall constitute a breach of the terms of this Agreement. The Consultant

and any of its Associates and/or its Affiliates shall not have any other

interest in the Project, other than as required for the purpose of complying

with the terms of this Agreement.

The Consultant agrees that, during the terms of this Agreement and/or after

the termination of this Agreement, the Consultant or any of its Affiliate or

Associate, including any entity affiliated with the Consultant, as well as any

sub-consultant and any entity affiliated with such sub-Consultant, shall be

disqualified from providing goods, works, services, loans or equity for the

Project resulting from or closely related to the Services and any breach of

this obligation shall amount to a “Conflict of Interest”; provided that the

restriction herein shall not apply after a period of 3 (three) years from the

completion of the Services; provided further that this restriction shall not

apply to consultancy / advisory services assignments / mandates provided

to the Consultant in continuation of this Consultancy or to any subsequent

consultancy / advisory services assignments / mandates provided to the

Consultant in accordance with the rules of the Authority. For the avoidance

of doubt, an entity affiliated with the Consultant shall include a member in

the Consultant firm or a person who holds more than 5% (five per cent) of

the subscribed and paid-up share capital of the Consultant, as the case

may be, and any Associate thereof but exclude Government.

1.4 Prohibition of conflicting activities

Neither the Consultant nor its sub-consultant or the Personnel of either of

them shall engage, either directly or indirectly, in any of the following

i. During the term of this Agreement, in any business or professional

activities which would conflict with the activities assigned to them

under this Agreement.

ii. After the termination of this Agreement, such other activities as may

be specified in the Agreement; or

iii. Consultant not to benefit from commissions / discounts, etc.

The remuneration of the Consultant pursuant to this Agreement shall

constitute the Consultant’s sole remuneration in connection with this

Agreement or the Services and the Consultant shall not accept for its own

benefit any trade commission, discount or similar payment in connection

with activities pursuant to this Agreement or to the Services or in the

discharge of its obligation hereunder, and the Consultant shall use its best

efforts to ensure that any sub-consultant, as well as the Personnel and

agents of either of them, similarly shall not receive any such additional

The Consultant and its Personnel shall observe the highest standards of

ethics and shall not have engaged in and shall not hereafter engage in any

corrupt practice, fraudulent practice, coercive practice, undesirable practice

or restrictive practice (collectively the “Prohibited Practices”).

Notwithstanding anything to the contrary contained in this Agreement, the

Authority shall be entitled to terminate this Agreement forthwith by a

communication in writing to the Consultant, without being liable in any

manner whatsoever to the Consultant, if it determines that the Consultant

or any of its Personnel has, directly or indirectly or through an agent,

engaged in any Prohibited Practices, before or after entering into of this

Without prejudice to the rights of the Authority under this Agreement and

the other rights and remedies which the Authority may have under this

Agreement, if the Consultant or any of its Personnel is found by the

Authority to have directly or indirectly or through an agent, engaged or

indulged in any Prohibited Practices, after the execution of this Agreement,

the Consultant shall not be eligible to participate in any tender or request

for proposals or by direct negotiations issued by the Authority or the

Government during a period of 2 (two) years from the date the Consultant

or its Personnel is found by the Authority to have directly or indirectly or

through an agent, engaged or indulged in any Prohibited Practices.

For the purposes of this Clause, the following terms shall have the meaning

hereinafter respectively assigned to them:

i. “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 of the Consultant for

providing the Services (for removal of doubt, offering of employment

or employing or engaging in any manner whatsoever, directly or

indirectly, any official of the Authority who is or has been associated

in any manner, directly or indirectly with the selection process of the

Consultant for providing the Services or dealing with matters

concerning the Agreement before or after the execution thereof, at

any time prior to the expiry of 1 (one) year from the date such official

resigns or retires from or otherwise ceases to be in the service of the

Authority, shall be deemed to constitute influencing the actions of a

person connected with the selection process of the Consultant for

providing the Services );or (ii) engaging in any manner whatsoever,

whether during the selection process of the Consultant for providing

the Services or after the execution of the Agreement as the case may

be, any person in respect of any matter relating to the Project or the

Services or the Agreement, who at any time has been or is a legal,

financial or technical adviser to the Authority in relation to any matter

concerning the Project.

ii. “fraudulent practice” means a misrepresentation or omission of

facts or suppression of facts or disclosure of incomplete facts, in order

to influence the Authority;

iii. “coercive practice” means impairing or harming, or threatening to

impair or harm, directly or indirectly, any person of property to

influence any person’s participation or action in the selection process

of the Consultant for providing the Services or the exercise of its rights

or performance of its obligations by the Authority under this

iv. “undesirable practice” means (i) establishing contact with any

person connected with or employed or engaged by the Authority with

the objective of canvassing, lobbying or in any manner influencing or

attempting to influence the selection process of the Consultant for

providing the Services; or (ii) having a Conflict of Interest; and

v. “restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among applicants with the objective of

restricting or manipulating a full and fair competition in the selection

process of the Consultant for providing the Services.

2. Timelines and Payment Schedule

Consultant will be required to provide its services as per the TOR and engage the

services of the resources as mentioned in the detailed scope of work. The

payment terms shall be as under:

Sr. Percentage Timelines

Activities & Submission Stages

No. of Payment* (cumulative)

Submission and approval of Inception 20% 1 month

Submission and approval of Baseline 30%

assessment and Vision and Objectives months

of Tourism Infrastructure Development

Submission and approval of Draft 30%.

3 Tourism Infrastructure Development months

Plan and Shelf of Projects

Submission and approval of Final 20% 12 months

4 Tourism Infrastructure Development

Plan and Shelf of Projects

Important Note:

1. All submittals (Reports and Drawings) shall be made in 5 colored printed

copies at an appropriate scale and soft copies to be submitted over email

2. The Authority shall endeavor to give feedback, if any, on each submittal

within 15 days of the submission, after which the Consultant shall re-

submit the revised reports and maps. Payments shall be released stage

wise upon successful acceptance of the submittals at each stage by the

3. 5% of the total bill amount from each bill shall be retained by the Authority

(“Retention Moneys”) and shall be released to the Consultant within

(thirty) days (without any interest) following the expiry or prior termination

of this Agreement (other than on account of an event of default by the

Consultant), as the case may be, provided that there are no outstanding

claims of the Authority on the Consultant in terms hereof in which event

amount of outstanding claims shall be appropriated from such retained

4. All payments to the Consultant shall be made in INR in accordance with

the provisions of the RFP and Agreement.

ANNEXURE-3: Terms & Conditions

The Parties agree and confirm that the terms, conditions, rights and obligations as

more particularly detailed herein below shall also be applicable and binding on the

Parties during the operation of this Agreement:

1. Liquidated Damages

1.1 Liquidated damages for delay

In case of delay in completion of Services for each Stage as specified in the

Annexure–2: Part II, Timelines and Payment Schedule for Advisory Services,

liquidated damages, not exceeding an amount equal to 0.1% (zero-point one

percent) of the Agreement Value per day, subject to a maximum of 2.5% (two-

point five percent) of the Agreement Value, shall be imposed and shall be

recovered by appropriation from the Performance Security or otherwise.

However, in case of delay due to reasons beyond the control of the Consultant,

suitable extension of time shall be granted. It will be the responsibility of

Consultant to inform and update the Authority of any such delays along with

the reasons for the same.

1.2 Penalty for substitution of Key Expert

The Consultant expects all the Key Personnel to be available during the

Assignment. The Authority will not consider any substitution of Key Personnel

except under compelling circumstances beyond the control of the Consultant

and the concerned Key Personnel. Such substitution shall be limited to not

more than one Key Personnel subject to equally or better qualified and

experienced personnel being provided to the satisfaction of the Authority.

Without prejudice to the foregoing, substitution of one Key Personnel shall be

permitted subject to reduction of remuneration equal to 5% (five percent) of the

total remuneration specified for the Key Personnel who is proposed to be

Consultant must take note, that the above-mentioned team is the Core Team

for the project which shall be involved through all the stages of the Assignment.

Consultant shall be required to deploy many other regular team members

(support staff, field experts, subject experts) in addition to the resources as

given above from time to time

1.3 Penalty for deficiency in Services

In addition to the liquidated damages not amounting to penalty, as specified in

this Clause, warning may be issued to the Consultant for minor deficiencies on

its part. In the case of significant deficiencies in Services causing adverse effect

on the Project or on the reputation of the Authority, other penal action including

debarring for a specified period may also be initiated as per policy of the

Authority. If major deficiency of significant nature in the services is observed,

an additional levy of compensation up to a maximum of 5% of the fee shall be

made on the Consultant. In this regard, the decision of Authority will be final

Consultant shall not be held liable in the form of penalties for delay or default

in case the reasons for delay, default or deficiencies are not solely attributable

to the Consultant.

2. Force Majeure

A Force Majeure Event means any event or circumstance or a combination of

events and circumstances (occurring in India) set out hereunder or

consequence(s) thereof which affect or prevent the Party (Authority or Consultant)

claiming force majeure (“Affected Party”) from performing its obligations, in whole

or in part, under this Agreement and which event or circumstances (i) is beyond

the reasonable control and not arising out of the fault of the Affected Party, (ii) the

Affected Party has been unable to overcome such event or circumstance by

exercise of reasonable efforts, skill and care or due diligence, and (iii) has material

adverse effect on the Services to be undertaken.

Force Majeure Events shall mean:

i. acts of God or natural disasters beyond the reasonable control of the

Affected Party which could not reasonably have been expected to occur,

including but not limited to storm, cyclone, typhoon, hurricane, flood,

landslide, lightning, earthquakes, volcanic eruption, fire or exceptionally

adverse weather conditions affecting the performance of Services;

ii. meteorites or objects falling from aircraft or other aerial devices, the

occurrence of pressure waves caused by aircraft or other aerial devices

travelling at high speeds;

iii. fire or explosion, chemical or radioactive contamination or ionizing radiation

caused by reasons not attributable to the Consultant or its employees or its

iv. state-wide strikes, lock-outs or other industrial action or labour disputes

(excluding those by the Consultant or its employees or agents or its

employees or agents, in any such case employed for the performance of

Services or the supply of goods or services for the performance of Services)

in so far as they have a material adverse effect on the performance of

v. act of war (whether declared or undeclared), threat of war, invasion, armed

conflict or act of foreign enemy, unexpected call up of armed forces,

revolution, religious strife, bombs, sabotage, terrorism or threat of such acts

or other similar events of a political or social nature;

vi. political bandhs, transporter’s agitation, merchant agitation, riots, civil

disturbances of any kind including civil commotion and disturbances by

local bodies or people at or around the Project site that have a material

adverse effect on the performance of Services;

vii. any judgment or order of any court of competent jurisdiction or Competent

Authority in India made against the Consultant in any proceedings (which

are non-collusive and duly prosecuted by the Consultant ) for reasons other

than failure of the Consultant or of any Person claiming through or under it

to comply with any Applicable Law or Applicable Permits or on account of

breach thereof, or of any contract, or enforcement of this Agreement or

exercise of any of its rights under this Agreement by the Authority;

viii. expropriation or compulsory acquisition by any Governmental Authority of

the Project site, or part thereof or rights of the Consultant relating thereto;

provided the same has not resulted from an act or default of the Consultant

or any Person claiming through or under it;

ix. any unlawful or unauthorized or without jurisdiction revocation of, or refusal

to renew or grant without valid cause any Applicable Permit required by the

Consultant to perform their respective obligations hereunder; provided that

such delay, modification, denial, refusal or revocation did not result from

the Consultant ’s (i) inability or failure to comply with any condition relating

to grant, maintenance or renewal of such consents or permits; or (ii) breach

or failure in complying with the provisions hereof, including the

Specifications and Standards, the Applicable Laws, the terms of Applicable

Permits, any judgment or order or directive of any Competent Authority to

which the Consultant, as the case may be, is bound.

In order to claim relief under this Clause, the Affected Party shall be required

to provide notice to the other Party in writing of the occurrence of any of the

Force Majeure Event (“Notice”) as soon as the same arises or as soon as

reasonably practicable and in any event within 24 hours (twenty four hours)

after the Affected Party knew, or ought reasonably to have known, of its

occurrence and the adverse effect it has or is likely to have on the performance

of its obligations under this Agreement.

The Notice shall, inter alia, include full particulars of:

i. the nature, time of occurrence and extent of the Force Majeure Event

with evidence in respect thereof;

ii. the duration or estimated duration and the effect or probable effect which

such Force Majeure Event has or will have on the Affected Party’s ability

to perform its obligations or any of them under this Agreement;

iii. the measures which the Affected Party has taken or proposes to take, to

alleviate the impact of the Force Majeure Event or to mitigate the

iv. any other relevant information.

So long as the Affected Party continues to claim to be affected by a Force

Majeure Event, it shall provide the other Party with periodic (fortnightly) written

reports containing the information called for above and such other information

as the other Party may reasonably request.

The period of Force Majeure shall mean the period from the time of occurrence

specified in the Notice given by the Affected Party in respect of the Force

Majeure Event until the earlier of:

i. expiry of the period during which the Affected Party is excused from

performance of its obligations; or

ii. termination of this Agreement pursuant to provisions of this Agreement.

The Affected Party, to the extent rendered unable to perform its obligations or

part thereof under this Agreement as a consequence of the Force Majeure

Event shall be excused from performance of such obligations provided that the

excuse from performance shall be of no greater scope and of no longer duration

than is reasonably warranted by the Force Majeure Event, being for the time

period during when obligations by the Affected Party is impacted and its

performance rendered impossible by the Force Majeure Event.

During the period of Force Majeure, the Affected Party shall in consultation with

the other Party, make all reasonable efforts to limit or mitigate the effects of the

Force Majeure Event on the performance of its obligations under this

Agreement. The Affected Party shall also make efforts to resume performance

of its obligations under this Agreement as soon as possible and upon

resumption shall notify the other Party of the same in writing. The other Party

shall afford all reasonable assistance to the Affected Party in this regard.

Upon occurrence of a Force Majeure Event after the execution of this

Agreement, the Parties shall bear their respective costs and neither Party shall

be required to pay to the other Party any cost arising out of any such Force

To the extent the performance of the obligations of the Affected Party is

affected by the Force Majeure Event, the time period for the performance of

the obligations of the Affected Party shall be extended by a similar time period

on a day-to-day basis.

The Parties shall consult with each other to determine the reasonable

measures to be implemented to minimize the losses of each Party resulting

from the Force Majeure Event. Except as specifically stated to the contrary, no

Party shall be relieved of its obligations under this Agreement by reasons of

impossibility of performance or any other circumstance whatsoever beyond its

Save and except as expressly provided in this Clause, neither Party hereto

shall be liable in any manner whatsoever to other Party in respect of any loss,

damage, cost, expense, claims, demand and proceedings relating to or arising

out of occurrence or existence of any Force Majeure Event or exercise of any

right pursuant to this Clause.

Notwithstanding anything to the contrary contained in this Clause, if a Force

Majeure Event continues or is in the reasonable judgement of the Parties has,

or is likely to continue beyond a continuous period of 180 (one hundred and

eighty) days or cumulatively for a period of 180 days or more in a year, the

Parties may mutually decide to terminate this Agreement or continue this

Agreement on mutually agreed revised terms. If the Parties are unable to reach

an agreement in this regard, after the expiry of the said period of 180 (one

hundred and eighty) days, the Party not affected by the Force Majeure Event

shall be entitled to terminate the Agreement.

The Consultant, its sub-consultant and the Personnel of either of them shall

not, either during the term of this Agreement or within 2 (two) years after the

expiration or termination of this Agreement, disclose any proprietary

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

software or other material, whether written or oral, in electronic or magnetic

format, and the contents thereof; and any reports, digests or summaries

created or derived from any of the foregoing that is provided by the Authority to

the Consultant, its sub-consultant and the Personnel; any information provided

by or relating to the Authority, its technology, technical processes, business

affairs or finances or any information relating to the Authority officials, officers

or other professionals which the Consultant is under an obligation to keep

confidential in relation to the Project, the Services or this Agreement

(“Confidential Information”), without the prior written consent of the Authority.

Notwithstanding the aforesaid, the Consultant, its sub-consultants and the

Personnel of either of them may disclose Confidential Information to the extent

i. is in the public domain prior to its delivery to the Consultant, its sub-

consultants and the Personnel of either of them or becomes a part of

the public knowledge from a source other than the Consultant, its sub-

consultants and the Personnel of either of them;

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

iii. is required to be disclosed by Applicable Laws or judicial or

administrative or arbitral process or by any governmental

instrumentalities, provided that for any such disclosure, the Consultant,

its sub-consultants and the Personnel of either of them shall give the

Authority, prompt written notice, and use reasonable efforts to ensure

that such disclosure is accorded confidential treatment; and is provided

to the professional advisers, agents, auditors or representatives of the

Consultant or its sub-consultant or Personnel of either of them, as is

reasonable under the circumstances; provided, however, that the

Consultant or its sub-consultants or Personnel of either them, as the

case may be, shall require their professional adviser, agents, auditors

or its representative, to undertake in writing to keep such Confidential

Information, confidential and shall use its best efforts to ensure

compliance with such undertaking.

All maps, reports, models, drawings and other documents (collectively referred

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

consultants or any third party) in performing the Services shall become and

remain the property to the Authority, and all intellectual property rights in such

Consultancy Documents shall vest with the Authority. Any Consultancy

Document, of which the ownership or the intellectual property rights do not vest

with the Authority under law, shall automatically stand assigned to the Authority

as and when such Consultancy Document is created and the Consultant

agrees to execute all papers and to perform such other acts as the Authority

may deem necessary to secure its rights herein assigned by the Consultant .

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

deliver all Consultancy Documents to the appropriate authority, together with a

detailed inventory thereof. The Consultant may retain a copy of such

Consultancy Documents. The Consultant, its sub-consultants or a third party

shall not use these Consultancy Documents for purposes unrelated to this

Agreement without the prior written approval of the Authority.

The Consultant shall hold the Authority harmless and indemnified for any

losses, claims, damages, expenses (including all legal expenses), awards,

penalties or injuries (collectively referred to as claims) which may arise from or

due to any unauthorized use of such Consultancy Documents or due to any

breach or failure on part of the Consultant or its sub-consultants or a third party

to perform any of its duties or obligations in relation to securing the

aforementioned rights of the Authority.

The Consultant shall be responsible for accuracy of the data collected by it

directly or procured from other agencies/authorities, and all other details

prepared by it as part of these services. Subject to the provisions of this

agreement, it shall indemnify the Authority against any inaccuracy in its work

which might surface during implementation of the Project, if such inaccuracy is

the result of any negligence or inadequate due diligence on part of the

Consultant or arises out of its failure to conform to good industry practice. The

Consultant shall also be responsible for promptly correcting the software

solutions, at its own cost and risk.

4. Document / Equipment and materials furnished by Authority

Documents / equipment and materials made available to the Consultant by

Authority shall be the property of Authority and shall be marked accordingly.

Upon termination or expiration of this Agreement, the Consultant shall return to

Authority such documents / equipment and materials or shall dispose of such

documents, equipment and materials in accordance with the instructions of

5. Validity and Termination

i. This Agreement shall become effective from the date of execution of this

Agreement thereof by the Parties hereto and shall, unless terminated by the

Parties in accordance with the provisions hereto or extended by mutual

consent expressed in writing by the Parties, remain in force till 12 months

from signing of the Agreement (“Validity Period”).

ii. This Agreement, prior to the expiry of its Validity Period, may be terminated

at any time by either Party by giving advance written notice to the other

party of its intention to terminate the Agreement.

iii. The Authority may, by not less than 30 (thirty) days written notice of

termination to the Consultant, such notice to be given after the occurrence of

any of the events specified in this Clause, terminate this Agreement if:

a. The Consultant fails to comply with any of the terms and conditions,

covenants and undertakings or perform its obligations, roles and

responsibilities, as specified in this Agreement;

b. The Consultant becomes insolvent or bankrupt or enters into any

agreement with its creditors for relief of debt or take advantage of

any law for the benefit of debtors or goes into liquidation or

receivership whether compulsory or voluntary;

iv. Consultant shall have the right to initiate for termination only in case the

Authority fails to fulfill any of its obligation under this Agreement, upon

providing a written notice of 90 (ninety) days to the Authority, substantiating

the ground(s) for such proposed termination of the Agreement.

v. The expiry or termination of this Agreement will have no impact on any

specific agreement entered into between the Parties pursuant to this

Agreement, which shall continue to be in force in terms of the provisions

vi. The termination of this Agreement shall not affect the rights of the Parties

accrued prior to such termination.

6. Representations and Warranties by Consultant

The Consultant represents and warrants to the Authority that:

i. it is duly organized, validly existing and in good standing under the laws of

ii. it has full power and authority to execute, deliver and perform its obligations

under this Agreement and to carry out the transactions contemplated

iii. it has taken all necessary actions, corporate or otherwise, under Applicable

Laws and constitutional documents, to authorise the execution, delivery

and performance of this Agreement.

iv. it has financial standing and technical capacity to undertake the Services.

v. this Agreement constitutes the legal, valid and binding obligation fully

enforceable against it in accordance with the terms hereof.

vi. it is subject to civil and commercial law with respect to this Agreement and

it hereby expressly and irrevocably waives any sovereign immunity in any

jurisdiction in respect thereof.

vii. it shall have an obligation to disclose to the other Party as and when any of

its representations and warranties ceases to be true and valid.

viii. in the event that any of the representations or warranties made / given by

the Consultant ceases to be true or stands changed, the Consultant shall

promptly notify the other of the same. However, such notification shall not

be deemed to discharge the Consultant from its obligation, until expressly

waived in writing, by the Authority.

ix. the execution, delivery and performance of this Agreement shall not conflict

with, result in the breach of or constitute a default under any of the terms of

the Consultant’s memorandum of association / trust deed or any Applicable

Laws or any covenant, agreement understanding, decree or order to which

it is party or by which it or any of its property or assets is bound or affected.

x. there are no actions, suits, proceedings or investigations pending or, in the

Consultant’s knowledge, threatened against it at law or in equity before any

court or any other judicial, quasi-judicial or other authority, the outcome of

which may result in the breach of this Agreement or constitute a default of

the Consultant under this Agreement.

xi. it has no knowledge of any violation or default with respect to any order,

writ, injunction or any decree of any court or any legally binding order of

any Governmental Authority which may result in impairment of the

Consultant’s ability to perform its obligations under this Agreement.

xii. it has complied with all Applicable Laws and has not been subject to any

fines, penalties, injunctive relief or any other civil or criminal liabilities.

xiii. no representation or warranty by the Consultant contained herein or in any

other document furnished by it to the Authority or to any Government

Authority 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.

xiv. the Consultant was and is duly organised and existing under the laws of the

jurisdiction of its incorporation and has full power and authority to consent

to and has consented to accept the terms and conditions set forth in this

xv. as of date, there is no applicable bankruptcy, insolvency, re-organization,

moratorium or similar laws affecting creditors' rights generally.

xvi. the Consultant hereby accepts the risk of inadequacy, mistake or error in

or arising out of, in connection with or in relation to the matters set out in

this Agreement and hereby confirms that the Authority or its agencies,

advisors and consultants shall not be liable to the Consultant or any person

claiming through or under it in any manner whatsoever for the same.

xvii. the Consultant has the financial standing, experience and resources

necessary for undertaking and implementing the Services in accordance

with this Agreement.

xviii. it is solely responsible for the verification of any design, data, documents or

information provided by the Authority to the Consultant, its consultants or

any Governmental Authority and that it shall accept and act thereon at its

own cost and risk.

xix. it is solely responsible for the contents, adequacy and correctness of the

design and drawing, data and detailed engineering prepared or procured

by the Consultant for undertaking the Services.

xx. It or any of its officers, employees, agents and advisers are not involved in

any Prohibited Practice.

Each Party shall be free to pursue its interests outside the purview of the

Agreement in other states as well as in the State of Gujarat and for this purpose

to enter into other partnerships / agreements / arrangements for projects

including projects similar to the Project to be taken up under this Agreement.

8.1 Notices in Writing

Any notice or other communication given or made under or in connection

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

8.2 Method of Service

Any such notice or other communication shall be addressed as provided in

sub-clause (c) and, if so addressed, shall be deemed to have been duly

given or made (unless it is obvious that it has not been) as follows:

i. If sent by personal delivery, upon delivery at the address of the relevant

ii. If sent by registered post, 5 (five) days after dispatch; and

iii. If sent by facsimile transmission, when dispatched, but only if the

sender’s transmission report shows the entire facsimile to have been

received by the recipient with ‘OK’ transmission report.

8.3 Address for Notices

The relevant addressee, address and facsimile numbers of the Parties

for the purposes of this Agreement shall be:

If to Authority:

Party Tourism Corporation of Gujarat Limited (TCGL)

Kind Attn. [Name], [Designation]

Address Tourism Corporation of Gujarat Limited (TCGL)

Block No. 16, 4th Floor, Udyog Bhavan, Sector

If to Consultant:

Kind Attn. ____________

Address ____________

8.4 Change of Address

A Party may notify the other Party of a change to its name, addressee,

address and telex or facsimile numbers provided that such notification shall

only be effective on:

i. The date specified in the notification as the date on which the change

is to take place; or

ii. If no date is specified or the date specified is less than five days after

the date on which notice is given, the date falling five days after notice

of any such change has been given.

9.1 Remedies and Waiver

i. No delay or omission on the part of any Party in exercising any right,

power or remedy provided by law or under this Agreement shall impair

such right, power of remedy or operate as a waiver thereof.

ii. The single or partial exercise of any right, power or remedy provided

by law or under this Agreement shall not preclude any other or further

exercise thereof or the exercise of any other right, power or remedy.

iii. The rights, powers and remedies provided in this Agreement are

cumulative and not exclusive of any rights, powers and remedies

provided by law.

9.2 Severability

If at any time any provision of this Agreement is or becomes illegal, invalid

or unenforceable in any respect under the law of any jurisdiction that shall

not affect or impair:

i. The legality, validity or enforceability in that jurisdiction of any other

provision of this Agreement; or

ii. The legality, validity or enforceability under the law of any other

jurisdiction of that or any other provision of this Agreement.

9.3 Indemnification

In addition to any obligations as set forth elsewhere in this Agreement, the

Consultant shall indemnify, defend, hold and continue to hold harmless the

Authority, its employees, agents, and representatives, from and against all

liabilities, damages, losses, expenses, deaths, demands, actions,

proceedings, costs, deficiencies in Services and claims of any nature

whatsoever, including without limitation legal fees and expenses, suffered

by the Authority or any third party as a result of or arising out of or in any

way connected with the acts, omissions, negligence, nuisance, breach of

this Agreement and failure to perform obligations hereunder of or by the

Consultant and its employees, agents, representatives and contractors,

including without limitation:

i. the use or violation of any copyright work or literary property or

patented invention, article or appliance or intellectual property right;

ii. in respect of the sickness, injury or death of any Person employed

directly or indirectly by the Consultant and their respective employees

and damage to or destruction of any property or equipment of the

Consultant and their respective employees arising during or as a

result of the performances or non-performance of this Agreement

from any cause whatsoever;

iii. failure of the Consultant to comply with Applicable Laws and terms of

Applicable Permits or failure in payment of taxes relating to the

Consultant, their respective employees, suppliers and

representatives, or non-payment of amounts due and payable by the

Consultant as a result of materials or services furnished by a third

party to the Consultant ;

iv. any breach, negligence, default, omission, violation, infringement etc.,

as the case may be, by the Consultant or Persons claiming through

or under it of the Consultant’s representations and warranties herein;

The Consultant’s agreements, duties or obligations contained herein

or the terms and conditions hereof;

v. disputes with consultants or third parties in relation to the Project;

vi. any civil or criminal liability arising out of a charge/accusation of

negligence in relation to the Services provided by Consultant or

disputes with any other Person in relation to the Project.

9.4 Risk and Liability

Except as expressly provided in this Agreement, the Consultant shall carry

out and perform its rights and obligations under this Agreement and at its

own cost and risk. It shall be fully responsible for and shall bear the financial

risks in relation to the Services and all its rights and obligations under or

pursuant to this Agreement.

The Authority shall not be liable in any manner whatsoever for the

obligations and liabilities incurred by the Consultant. The Consultant shall

be solely liable for any civil or criminal liability arising out of a

charge/accusation of negligence, or in relation to the Services provided by

Consultant under this Agreement or disputes with customers and/or any

(i) Indirect or Consequential Losses

Subject to the provisions of this Agreement, neither Party under this

Agreement shall be responsible/liable to the other party in tort, warranty,

strict liability or any other legal theory for indirect, incidental, punitive, or

consequential loss or damage or loss of profit resulting from the

performance of obligations or the exercise of rights under or pursuant to the

9.5 Sub-license

The Consultant shall not sub-license, assign, transfer or novate any of its

obligations or rights under this Agreement, or otherwise, any portion of the

Services to any other party, without the prior written approval from the

Authority. The Consultant’s failure to comply with the provision of this clause

shall be at the cost, risk and consequence of the Consultant and shall

constitute an event of default by the Consultant and shall entitle the Authority

to terminate this Agreement, without any cost or consequence to the

9.6 Violation of Terms

The Parties agree that in the event of any breach of the provisions of this

Agreement, the Parties shall suffer irreparable harm and injury and damages

would not be an adequate remedy and each of the Parties (at its sole

discretion) shall be entitled to an injunction, restraining order, right for

recovery, suit for specific performance or such other equitable relief as a

court or arbitral forum of competent jurisdiction may deem necessary or

appropriate to restrain the other Party from committing any violation or

enforce the performance of the covenants, representations and obligations

contained in this Agreement. These injunctive remedies are cumulative and

are in addition to any other rights and remedies the Parties may have at law

or in equity, including without limitation a right for damages.

9.7 Limitation of Liability

It is further clarified that the Authority shall not recover from the Consultant,

in contract or tort, under statute or otherwise, aggregate damages in excess

of the Contract Value / Total Fee for the Services under this Contract

(including indemnification) that directly caused the loss in connection with

claims arising out of this Agreement or otherwise relating to the Services.

Schedules to the Agreement

1) Performance Security

3) Financial Bid submitted by Consultant