metro bus service

7/29/2019 Metro Bus Service

1/78

Tender Document

METRO BUS SYSTEM (MBS)

PROJECT MANAGEMENT UNIT (PMU)

THE TRANSPORT DEPARTMENT

Government of the PunjabTRANSPORT HOUSE

11-A Egerton Road, Lahore, Pakistan

Phone: (+ 92) (42) (99200514), Fax: (+92) (42) (99200475)

URL: www.punjab.gov.pk

PROCUREMENT, OPERATION, ANDMAINTENANCES OF METRO BUSES
http://www.punjab.gov.pk/http://www.punjab.gov.pk/


2/78

Page 2 of78

Table of Contents

1. Invitation to Bid .............................................................................................................5

2. Bidding Details (Instruction to Bidders)........................................................................7

3. Definitions .....................................................................................................................8

4. Headings and Titles .......................................................................................................9

5. Notice.............................................................................................................................9

6. Tender Scope ...............................................................................................................11

7. Overview and Objectives.............................................................................................12

8. Contract type and duration...........................................................................................14

9. Services Required ........................................................................................................15

10. Key Service-level Parameters......................................................................................19

11. Revenue collection and payment.................................................................................19

12. Tenderer/Bidder Eligibility Tender Scope...................................................................20

13. Tender Cost..................................................................................................................20

14. Joint Venture................................................................................................................20

15. Examination of the Tender Document.........................................................................21

16. Amendment of the Tender Document .........................................................................21

17. Preparation / Submission of Tender ............................................................................21

18. Tender Price.................................................................................................................25

19. Tender Security............................................................................................................2520. Tender Validity............................................................................................................26

21. Modification / Withdrawal of the Tender....................................................................26

22. Opening of the Tender .................................................................................................26

23. Clarification of the Tender by the Purchaser ...............................................................26

24. Determination of Responsiveness of the Bid (Tender)................................................27

25. Correction of errors / Amendment of Tender ..............................................................27

26. Rejection / Acceptance of the Tender..........................................................................27

27. Acceptance Letter (Letter of Intent) ............................................................................28

28. Performance Security...................................................................................................28

29. Redressal of Grievances by the Purchaser...................................................................29

30. Contract........................................................................................................................39

31. Contract Documents and Information .........................................................................39

32. Contract Language.......................................................................................................39

33. Patent Rights and Rights to the Contents of the Program ...........................................39


3/78

Page 3 of78

34. Insurance......................................................................................................................39

35. Execution Schedule .....................................................................................................39

36. Payment .......................................................................................................................39

37. Price .............................................................................................................................40

38. Contract Amendment ...................................................................................................4039. Assignment / Subcontract............................................................................................40

40. Extensions in time for performance of obligations under the Contract.......................40

41. Liquidated Damages (LD) ...........................................................................................41

42. Forfeiture of Performance Security .............................................................................41

43. Termination for Default ...............................................................................................41

44. Termination for Insolvency .........................................................................................42

45. Termination for Convenience ......................................................................................42

46. Force Majeure ..............................................................................................................42

47. Dispute Resolution.......................................................................................................42

48. Statutes and Regulations..............................................................................................43

49 Taxes and Duties..........................................................................................................43

50 Contract Cost ...............................................................................................................43

51 Authorized Representative...........................................................................................43

52 Waiver..........................................................................................................................43

53 Special Stipulations .....................................................................................................44

54 ANNEXURES (FROM A TO S) Page 47 to 78


4/78

Page 4 of78

Important Note:

Registered companies and Joint Ventures complying with criteria given in this document, are

eligible for this tender, hereafter referred to as Bidders.

Bidders must ensure that they submit all the required documents indicated in the Bidding Documents

without fail. Bids received without, undertakings, valid documentary evidence, supporting documents and

various requirements mentioned in the Bidding Documents or test certificates are liable to be rejected at

the initial stage itself. The data sheets, valid documentary evidences for the critical components as

detailed hereinafter should be submitted by the Bidder for scrutiny. It is intimated that no

objection/revisions/supplement shall be entertained regarding the terms and conditions of the Bidding

Document submitted by the bidder. Applicability of Punjab Procurement Rules, 2009

This Bidding Process will be governed under Punjab Procurement Rules, 2009, as amended from time to

time and instructions of the Government of the Punjab (GoPb) received during the completion of the

Operation


5/78

Page 5 of78

1. Invitation to Bid

Transport Department, Government of the Punjab (GoPb invites bids for the Procurement,

Operation and Maintenance ofBuses in Lahore

1.1 PPRA Rules to be followed

Punjab Procurement Rules 2009 will be strictly followed. These may be obtained from PPRAs website:

http://ppra.punjab.gov.pk/PublicPages/prorules1.aspx

In this document, unless otherwise mentioned to the contrary, "Rule" means a Rule under the Punjab

Procurement Rules 2009.

1.2 Mode of Advertisement(s)

As per Rule 12, this Tender is being placed online at PPRA's website, as well as being advertised in printmedia. The bidding document carrying all details can be downloaded from PPRAs website

www.punjab.gov.pk , www.ppra.punjab.gov.pk, and/or from the website of the Lahore TransportCompany (LTC) http://www.ltc.gop.pk for information only.

As per Rule 12(1), this Tender is being placed online at PPRA's website, as well as being advertised in

print media.

As per Rule 12(3), this Tender is also placed online at the website of the Purchaser. The bidding

document carrying all details can be downloaded from website of the Government of the Punjab

www.punjab.gov.pk; LTCs website http://www.ltc.gop.pk; and from PPRAs website

www.ppra.punjab.gov.pk for information only.

1.3 Type of Open Competitive Bidding

As per Rule 36(b), Single Stage - Two Envelope Procedure shall be followed. This is as follows:

i. The bid shall comprise of a single package containing two (2) separate envelopes.

ii. The envelopes shall be marked in bold and legible letters to avoid confusion, as follows:

a. ENVELOPE-NO. 1:TECHNICAL PROPOSAL

b. ENVELOPE-NO. 2:FINANCIAL PROPOSAL

iii. Initially, only the ENVELOPE-NO. 1 marked TECHNICAL PROPOSAL shall be opened;

iv. ENVELOPE NO 2 shall be retained in the custody of the Purchaser without being opened;
http://ppra.punjab.gov.pk/PublicPages/prorules1.aspxhttp://www.punjab.gov.pk/http://www.ppra.punjab.gov.pk/http://www.ltc.gop.pk/http://www.punjab.gov.pk/http://www.ltc.gop.pk/http://www.ppra.punjab.gov.pk/http://www.ppra.punjab.gov.pk/http://www.ltc.gop.pk/http://www.punjab.gov.pk/http://www.ltc.gop.pk/http://www.ppra.punjab.gov.pk/http://www.punjab.gov.pk/http://ppra.punjab.gov.pk/PublicPages/prorules1.aspx


6/78

Page 6 of78

v. The technical proposal will be evaluated in a manner as per the clauses mentioned in this

document; and proposals which do not conform to the specified requirements as listed in said

document will be rejected.

vi. During the technical evaluation no amendments in the technical proposal shall be permitted;

vii. The ENVELOPE-NO. 2: FINANCIAL PROPOSAL of technically qualified bidders shall be

opened publicly at a time, date and venue announced and communicated to the bidders in

advance;

viii. After the evaluation and approval of the technical proposal the Purchaser shall, at a time within

the bid validity period, publicly open the ENVELOPE-NO. 2: FINANCIAL PROPOSAL of the

technically accepted and qualified bids only.

ix. The technically qualified bidder with lowest financial bid will be the successful bidder.

x. MBS-PMU/PMA will invite the successful bidder to enter into an Agreement to Procure,

Operate, and Maintain the required number of buses on the specified MBS corridor.


7/78

Page 7 of78

2. Bidding Details (Instructions to Bidders)

All bids must be accompanied by a Call Deposit Receipt / Demand Draft / Bank Draft of PKR Twenty

(20) Million (See Price Schedule of General Condition of Contract) as bid security in favor ofSecretary Transport Department issued by a scheduled bank allowed carrying financial transactions

in PAKISTAN. Clause 19 gives details on Tender Security.

The bids along with the Call Deposit Receipt / Demand Draft / Bank Draft, Tender Forms, Affidavits,

etc., must be dropped in Tender Box placed at Additional Secretary Office, Transport Department,

Transport House, 11-A Egerton Road, Lahore, PAKISTAN, on or before 1500 hours on 24th

August,

2012. The Technical bids will be publicly opened in the Committee Room of the Transport Planning

Unit, Transport Department, Transport House, 11-A Egerton Road, Lahore, at 1600 hours on 24th

August, 2012.

Queries of the Bidders (if any) for seeking clarifications regarding the specifications of the services mustbe received in writing at the office of Additional Secretary, Transport Department, Transport House, 11-

A Egerton Road, on or before 15th

August, 2012. All queries shall be responded to within due time. The

Transport Department shall hold a pre-bid meeting at 1430 hours on 16th

August, 2012; at the Committee

Room, First Floor, Transport Department, Transport House, 11-A Egerton Road, Lahore).

The bidder must submit bids on the basis of complete fulfillment of requirements. Failure to meet this

condition will cause disqualification of the bidder. The bidder shall submit bids which comply with the

Bidding Document. Alternative bids will not be considered. The attention of bidders is drawn to the

provisions of Clause on Determination of Responsiveness of Bid regarding the rejection of Bids,

which are not substantially responsive to the requirements of the Bidding Document.

The contact detail for all correspondence in relation to this bid is as follows:

Email: [email protected]

Transport Department

Transport House

11-A Egerton Road

Lahore, Pakistan.

Bidders should note that during the period from the advertisement of the tender till the receipt of the bid,

all queries should be communicated to the above contact in writing or via e-mail at the above statedaddress.

Bidders are also required to state, in their proposals, the name, title, fax number and e-mail address of

the bidders authorized representative through whom all communications shall be directed until the

process has been completed or terminated.

Purchaser will not be responsible for any costs or expenses incurred by bidders in connection with the
mailto:[email protected]:[email protected]


8/78

Page 8 of78

preparation or delivery of bids.

As authority competent to accept the tender, Purchaser reserves the right to cancel the tender, accept or

reject one or all bids without assigning any reason thereof.

3. Definitions

3.1 MBS MetroBus System (previously known as BRTS)

3.2 AFC-BSS Automated Fare Collection and Bus Scheduling System,

3.3 PMA is a Punjab MetroBus Authority, to be established by the Government of Punjab.

3.4 MBS-PMU; Project Management Unit of the Metro Bus System as established under

Transport Department in Lahore. Upon establishment of PMA, all the obligations ofMBS-PMU will transfer thereafter to PMA.

3.5 Client/Purchaser/Procuring Agency means Transport Department (GoPb) through

Punjab MetroBus Authority (PMA) or MBS-PMU for Metro Bus System (MBS), or any

other person/entity for the time being or from time to time duly appointed in writing by

the Purchaser to act as Purchaser for the purpose of the contract.

3.6 Operator, Bus Operator or Successful Bidder: The one technically qualified

bidder with lowest financial bid, who has the probability of award of contract for

Procurement, Operation and Maintenance of buses, subject to necessary approvals and

applicable policies.

3.7 Confirmation means confirmation in writing.

3.8 Bidder/Tenderer means a registered company or joint venture that has submitted its bidas per the criteria/specifications listed.

3.9 Contract means the contract proposed to be entered into between the procuring entityand the Bidder, including all attachments, appendices, and all documents incorporated by

reference therein.

3.10 Contract Price means the price payable to the Operator under the Contract for the fulland proper performance of its contractual obligations.

3.11 "Pre-Bid Conference" means the meeting conducted by the procuring entity on given

date and time prior to actual date of bid opening.

3.12 Procurement Methods means any one of the procurement modes / methods as


9/78

Page 9 of78

provided in the Punjab Procurement Rules 2009 published by the Punjab Procurement

Regulatory Authority (PPRA), Government of Punjab.

3.13 Proposal means the Technical Proposal and the Financial Proposal for the provision

of the Services submitted by a bidder in response to RFP.

3.14 RFP means Request for Proposals, including any amendmen ts that may be made by

the procuring entity for the selection of bidder.

3.15 SBD means Standard Bidding Documents.

3.16 SCC means the Special Conditions of Contract.

3.17 Services means the tasks to be performed by the bidder pursuant to the Contract as

listed under Section 6.3.

3.18 TEC means the Technical Evaluation Committee, constituted for the purpose ofevaluating the Proposals received.

3.19 Terms of Reference or TOR means the document which explains the objectives,

scope of work, activities, task to be performed, respective responsibilities of the

procuring entity and the bidder, and expected results and deliverables of the assignment.

3.20 VC/Venture Capitalist/Venture Capital firms means A person or investment firm that

makes venture investments

3.21 "Works" means work to be done by the Operator under the Contract.

3.22 GoPb means Government of the Punjab

3.23 GoP means Government of Pakistan

3.24 Dead Mileage means kilometer travelled outside the MBS corridor for any purpose

whatsoever

4. Headings and Titles

In this document, headings and titles shall not be construed to be part thereof or be taken into

consideration in the interpretation of the document and words importing the singular only shall

also include the plural and vice versa where the context so requires.

5. Notice

5.1 In this document, unless otherwise specified, wherever provision is made for exchanging notice,


10/78

Page 10 of78

certificate, order, consent, approval or instructions amongst the Bus Operator and the Purchaser,

the same shall be:

5.1.1 in writing;

5.1.2 issued within reasonable time;

5.1.3 served by sending the same by courier or registered post to their principal office in

Pakistan or such other address as they shall notify for the purpose; and5.1.4 The words "notify", "certify", "order", consent, approve, "instruct", shall be

construed accordingly.


11/78

Page 11 of78

6. Tender Scope

Transport Department, GoPb, invites/requests Proposals (hereinafter referred to as the

Tenders) for the Procurement, Operation and Maintenance of buses, as outlined in this

document.

In the first phase, The GoPb is looking for induction of 45 Brand New Articulated Air

conditioned (AC) Diesel buses.

The Bus Operators scope of work is as follows;

1. Procurement of buses including taxes, insurance, and transportation to Lahore

2. Operation of Buses as per prescribed schedule and adherence to criteria.

3. Maintenance of Buses

-Service level requirements for these services are outlined in relevant sections in this document.

7. Bus Make/Brand

The bidder is required to clearly quote a brand and specify make for Articulated 18m AC Diesel

Buses. The quoted Brand must meet the specifications prescribed in the bidding document.

However, the purchaser retains the option to accept any brand other than the one quoted in the

bid, provided that:

1. The quality of the bus is equal or superior than the one quoted in the bid.

2. Actual price of the bus is not less than the price of the quoted bus.

3. The per bus per km rate does not exceed the quoted rate by the bidder.


12/78

Page 12 of78

8. Overview and Objectives

GoPb realizes the importance of providing safe, efficient, comfortable, and affordable Transport

to the public and has therefore initiated construction of MetroBus Corridor from Gajjumatta to

Shahdara along Ferozepur Road. The MBS-PMU/PMA seeks to induct approximately 45

Articulated 18m AC Diesel buses . The prospective investors/operator will procure, operate, and

maintain buses for 8 years.

MBS initially spans over approximately 27 KM running through the heart of Lahore along

Ferozepur Road. Key locations throughout the city are targeted to maximize ridership from all

surrounding areas. Roughly 31 stations have been planned to be built throughout the entire route

of MBS in the initial phase. The whole stretch of 31 stations spans from Gajju Matta to

Shahdara in Lahore. The picture below highlights general station layout.

The GoPb is executing steps to engage an operator for provisioning of Automated Fare

Collection and Bus Scheduling System (AFC-BSS) system, which will serve as a Management

Information system. The AFC-BSS will be coupled with necessary hardware and software toauthenticate entry/exit of passengers into bus stations, and to monitor adherence to bus

schedules. The system will provide variety of fare media including throwaway cards, reusable

RFID tokens, and smart cards. Smart cards may be recharged to a stated, agreed upon max limit,

for travel onto MBS stations.

The Driver Console Unit installed on buses shall be used to track buses accurately and reliably.

The back-end system shall be able to produce MIS reports and bus-schedule adherence reportand kilometers travelled by each bus of the operator. To accomplish this, GoPb will put in place

an Operation Control Center (OCC) which will receive live passenger data, financial data, and

Automatic Vehicle Location data.

The total numbers of the registered motor vehicles in Lahore in 2005 were 1.2 million as

compared to 0.5 million in 1998 (Source: Excise & Taxation Department GoPb 2006). The

number has doubled in the time span of just under a decade. The city of Lahore amongst all the

five big cities of Punjab has the highest annual vehicle growth rate of about 16 percent. Keepingin view the growth rate of 16 % the total number of vehicles in Lahore in 2009 is approximately

2.30 million. There are around 500 buses operating in Lahore. Maximum daily estimated trips of

all modes are around 20.987 million trips /day.


13/78

Page 13 of78

Table: Estimated Daily Passenger Traveling in Lahore (Source: JICA LUTMP Study 2010)

Mode No of Trips (000)

Walk 3729

Motor Cycle/Bicycle 3263

Car 1517

Wagon, Bus, Mazda 1620

Rickshaw, Qing chi 1363

Other 303

Total 11795

Table: Estimated Daily Passenger Traveling in Lahore. Category wise vehicles (as of December

2010) registered in Lahore are shown below:

CATEGORY WISE VEHICLE REGISTEED IN LAHORE

CATEGORY COUNT

AMBULANCE 1,082

BUS 23,500

CRANE 208

DELIVERY VAN 41,040

DOUBLE CABIN 2,633

EARTH MACHINERY 41

EXCAVATOR/GRADER 241

MINI BUS 4,016MOTOR CAR 623,019

MOTOR CYCLE/SCOOTER 1,492,225

NON A.C BUS 23,527

PICKUP 36,232

RICKSHAW (4-STROKE CNG) 26,119

RICKSHAW 66,413

TAXI CAB 9,596

TRACTOR 26,854

TRUCK 18,839

WAGON 9,220

TOTAL 2,404,805


14/78

Page 14 of78

Travel demand for each type of traffic is also shown below in the table.

The demand in 2005 was almost 7 million which is expected to rise to more than 11million by the year 2021 as per the study conducted by MVA Asia Limited, 2006. JICA

recorded 8 million Trips per day in the year 2010 which appears in-line with the demand

projected by MVA Asia. The current demand is highest for the public transportconstituting 50% of the total demand.

Future Expansion Plans

Once, the Green Line is successfully adopted for current phase of MBS, there are plans

to construct more corridors in Lahore.

Following are the key objectives of the Operation

To capture ridership and increase public transport modal share

To provide safe, reliable, comfortable, efficient, and affordable public transport system

Transparent and reliable mechanism of reporting payments to Bus Operator- based on

agreed upon and approved payment formulas and policies.

To Provide better customer experience and convenience through increased reliability,

efficiency, and flexibility

9. Contract type and duration

Contract will be for procurement, operations and maintenance of buses for a period of 8 Years.

Sponsorship of Operation: Transport Department GoPbTechnical Evaluation: Transport Department, GoPb.

Contract Signing: Formal Contract will be signed between technically qualified bidder with the

lowest financial bid, and the Purchaser (Transport Department, GoPb, via its authorized entity).


15/78

Page 15 of78

10. Services Required

Contractual obligations Roles and Responsibilities shall be as under:

9.1 MBS-PMU/PMA

9.1.1 Provide state of the art MetroBus stations with AFC operation as well as elevated and/or

fenced MetroBus corridor

9.1.2 Establish an Operation Control Center for operation of the system. The control centre

may at its discretion change or cancel the assigned operation/schedule/trip (s).

9.1.3 Arrange for provision of drivers console in the buses; and through the console the

control centre will communicate to the bus-driver the schedules regarding trips, routes,

hour of service, and timing at different station.

9.1.4 Select only one operator for operation of MBS on Green line.

9.1.5 Equip every bus with GPS devices and relevant components (on bus and off bus), that

can gather location wise data and transmit to central servers and related software

modules.

9.1.6 Provide Passenger Information System equipment and software in buses

9.1.7 Provide depot for Parking of vehicle on at least one-side of the METROBUS Corridor

with allied facilities such as washing, and minor repairs. The dead mileage from and to

the Depot will be borne by the government.

9.1.8 Guarantee average minimum of 70, 000 Kms per bus per year. The adjustment to cost

matrix will be made as per changes in cost matrix and indication mentioned in

agreement.

9.1.9 Manage fare via the AFC operator

9.1.10 Make monthly payments to the operator against tracked kilometers, reported by the

control center.

9.1.11 Develop and notify detailed specifications of the MetroBuses. All Buses to be

introduced under this project would have to conform to these specifications. The detail

of Urban Bus Specifications is attached as (Annexure-K) with this document. The

buses shall have system brand name and brand color only.

9.1.12 Open an escrow account jointly operated by authorized representatives of the GoPb/

MBS-PMU/PMA, the AFC-BSS Service Provider, and the Bus Operator.

9.1.13 Monitor all activities of the METROBUS Operation to ensure its compliance with

environmental / municipal laws and regulations; and co-opt the representative of


16/78

Page 16 of78

Environment Protection Agency to oversee the compliance of applicable environmental

laws, rules and regulations and their enforcement thereof by bidders.

9.1.14 MBS-PMU /PMA may consider allowing advertisements inside the bus, in which case

the size, nature, etc will be specified by MBS-PMU/PMA. Revenue proceeds of such

advertisements, if allowed, will be credited to the escrow account.

9.1.15 Be responsible for the conduct and functioning of all staff employed in the MBS-PMU

/PMA. The MBS-PMU staff shall provide efficient services, polite and courteous

behavior towards operator, and passengers. The MBS-PMU/PMA shall be liable for

any misconduct or unreasonable offense of its employees and shall take prompt and

appropriate action.

9.1.16 Confirm ownership of buses in favor of the operator upon expiry of the contract.

9.1.17 Through AFC-BSS, provide the bus drivers the required training of the use of the

Driver Console and Precision Docking.

9.1.18 Upon completion of the contract period, the MBS-PMU/PMA shall re-advertise the

RFP for procurement of bus operator. In the said process of procurement the running

bus operator will have first right of refusal to match the lowest bid received.

9.2 Operator

9.2.1 Procure 45 Brand New Air Conditioned (AC) Diesel buses as per prescribed

specification, and ensuring compatibility with the existing AFC-BSS:

9.2.2 In addition to these buses, the operator may be required to add 25% more

buses during the first six (6) months of operation.

9.2.3 Must ensure to ply the buses and follow the specified schedules and

instructions by MBS-PMU/ PMA. Failure to complete the assigned jobs

would result in penalties as per Agreement.

9.2.4 Only one operator shall carryout MBS operation on the Green-line.

9.2.5 Must employ adequate, well-trained staff to perform all duties and

responsibilities stated in this RFP including all roles/duties to be performed

on the MBS corridor, Depot, fueling operation, and general fleet

management.

9.2.6 Obtain all necessary permits under all applicable Laws of Pakistan required

to procure the buses

9.2.7 Obtain route permits and vehicle fitness certificates as prescribed in the

Punjab Motor Vehicle Ordinance


17/78

Page 17 of78

9.2.8 Carry out all responsibilities laid out in this document.

9.2.9 Cooperate with all other MBS service providers and to the extent possible

facilitate their operations in the MBS-PMU/PMA system.

9.2.10 Engage and deploy suitably skilled personnel for procurement, operation and

maintenance of the Buses, and maintenance/replacement of all related

equipment/components in buses in a timely manner and at its own cost, and

participate in all meetings, committees, etc, as directed by MBS-PMU/PMA

from time to time.

9.2.11 Be responsible for the conduct and functioning of all staff employed in the

Operation. The bus operator shall ensure efficient services, polite and

courteous behavior towards passengers and representatives of MBS-

PMU/PMA and other related departments/entities of the GoPb. The bus

operator shall be liable for any misconduct or unreasonable offense of its

employees and shall take prompt and appropriate action.

9.2.12 Prior to procuring, the bus operator shall submit detailed specifications,

documentation, and manuals of related buses being procured for operation

and maintenance; and arrange inspections by MBS-PMU/PMA or by any

third party hired by MBS-PMU/PMA for the inspection of buses and seek

approval by MBS-PMU/PMA.

9.2.13 Adhere to timelines of the Operation implementation specified in this RFP.

9.2.14 Provide monthly reports on progress of the Operation implementation as per

scope defined in this RFP

9.2.15 Impart meaningful and timely training to all Driver/staff associated with the

Operation

9.2.16 Guarantee smooth operations and functioning of all buses during the entire

contract period

9.2.17 Provide maintenance plan of metro buses in consultation with MBS-

PMU/PMA, and implement it. The plan must cover procedures and

parameters for preventive and break-down maintenance, as well as

maintenance review procedures.

9.2.18 Implement the maintenance plan of metro buses

9.2.19 Allow authorized Transport Department staff (and other authorized

Government personnel) for inspection of buses at depot and while in

operation

9.2.20 Take prompt and reasonable action for resolution of each complaint

including complaints received from MBS-PMU/PMA related to the operation


18/78

Page 18 of78

of buses.

9.2.21 Bear the cost of license/Route permit and that for the registration of the

buses.

9.2.22 Comply with the provisions of the applicable Motor Vehicles Ordinance /

Act, the regulations and rules framed in the standards and all other applicable

local, provincial, and federal laws. The Inability of the bus Investor(s) /

Operator(s) to comply with rules, regulations and procedures will be

penalized as per penalty mechanism.

9.2.23 Comply, complete, and follow all reasonable commands, directions, and

requirements of the MBS-PMU/PMA in respect of the operation, including

directions and requirements that ensure public safety and security.

9.2.24 Engage and train drivers for buses. It is expected that driver must possess at

least a graduate degree and shall be tested and declared capable of reading

English instruction/tabs. The drivers will be trained for the use of the Driver

Console by the MBS-PMU/PMA through AFC-BSS; however, the

qualification of drivers is mandatory for understanding the system parameter

and discipline of the system.

9.2.25 Arrange for fuel of buses with reserve fuel to implement the schedules

smoothly without any interruption.

9.2.26 Start operation of buses as per procedure laid-down in the agreement or upon

award of the letter for initiation of operation.

9.2.27 Ensure that there are no advertisements displayed on the outside surface ofthe buses

9.2.28 Ensure that the types, forms, and locations of all advertisement being

displayed inside the buses should not be placed without written approval of

the MBS-PMU/PMA; and should strictly conform to the rules, regulation and

procedures as notified by the MBS-PMU/PMA.

9.2.29 Ensure and deploy at least eight (8) toe-away vehicles to haul stalled buses to

depot in a timely fashion.

9.2.30 Ensure that dead mileage is limited to no more than 2 kilometers per bus per

day

9.3 Transport Department

10

9.3.1 Provide and notify fare structure and business rules for Bus operation

9.3.2 Provide Bus operator the rights/route permits to operate buses on the


19/78

Page 19 of78

MBS corridor and the right to use the Depot so that Bus Operator can

perform its obligations in a timely manner.

9.3.3 Attempt to grant timely approvals and documents when required.

9.3.4 Undertake and complete a competitive and transparent bidding

process to select the successful bidder.

9.3.5 Follow PPRA rules 2009, and procedures for bidding process toensure transparency and economically efficient outcome.

9.3.6 Advertise the project to initiate the procurement process and conductevaluation of bids (technical and financial) submitted against this

tender document.

11. Key Service-level Parameters

The performance indicators for provision of service are attached as Annexure-O.

12. Revenue collection and Payment11.1 An escrow account shall be opened by the Government (via MBS-PMU/PMA) in the

Bank of Punjab (BOP). The escrow account will be jointly operated by authorized

representatives of the Government of Punjab/MBS-PMU/PMA, the AFC-BSS

Service Provider, and bus operator.

11.2 The BOP shall issue a set of non-live card/token numbers (series) to the AFC-BSS

contractor, for printing and selling.

11.3 The AFC-BSS contractor shall arrange printing of the cards/tokens, based on

card/token design specified by PMA

11.4 The AFC-BSS contractor shall request the BOP to activate the card/token numbers forlive online recognition.

11.5 Prior to card activation, an amount equivalent to the value of the cards being activated,

shall be deducted from the AFC-BSS contractors account and deposited in the escrow

account.

11.6 Sale of tickets (cards/tokens) shall be the responsibility of the AFC-BSS contractor.

11.7 For activation and subsequent recharging of cards (Smart cards) and

tokens/throwaway media, the AFC-BSS contractor shall arrange Bulk Initialization

Machines (BIM),and place BIMs at premises specified by MBS-PMU/PMA.

11.8 BIMs, and/or top-up/Point of Sale (POS) machines will only initialize/top-up media if

there is sufficient balance available. AFC-BSS Contractor must first transfer sufficient

balance amount into the Government Escrow Account, and the BOP will subsequently

load credit in the BIM/POS machine.

11.9 The revenue collected will be disbursed to all concerned parties via agreed formula.

11.10 Payments from the Escrow Account will be made to AFC-BSS Contractor, the Bus


20/78

Page 20 of78

Operator, and to other qualified service providers based upon agreed policies,

formulas, and reconciliation reports from AFC-BSS.

11.11 If there is surplus balance in the Escrow Account, the amount will be retained by

Government of the Punjab/MBS-PMU/PMA. If there is deficit in the Escrow Account

(that is, all service providers cannot be paid) then MBS-PMU/PMA/Government of

the Punjab will arrange for the deficit amount and make payments that are due.

11.12 Payment to the Bus Operator shall be made for actually plied Kilometers on monthly

basis

11.13 Regular third-party audit (financial as well as technical) to be made an integral part of

the Operation

13. Tenderer/Bidder Eligibility Tender Scope

An eligible Tenderer/Bidder is a Tenderer/Bidder who:

12.1 Is capable of Procuring, Operating, and maintaining the buses as outlined in thedocument

12.2 Services can only be supplied / sourced / routed from origin in eligible membercountries.

12.3 Eligible is defined as any country or region that is allowed to do business in

Pakistan by the law of Government of Pakistan.

12.4 Origin shall be considered to be the place where the company / firm is incorporated

12.5 has a registered office in the respective country of origin

12.6 has been registered for at least 5 years in country of origin, and has proven experience

of operation of buses.

12.7 has the required relevant qualified personnel and enough financial and technical

strength to fulfill the requirements.12.8 Conforms to the clause of Responsiveness of Bid given herein this tender document.

12.9 Verifiable proof for all the above shall be required.

12.10 Local companies forming part of the joint venture must be registered under

Companies Ordinance 1984.

14. Tender Cost

The Tenderer shall bear all costs / expenses associated with the preparation and submission of

the Tender(s) and the Purchaser shall in no case be responsible / liable for those costs / expenses.

15. Joint Venture

Joint ventures are eligible for this tender, as long as the joint venture complies with thefollowing conditions:

a. The Tenderers may form a joint venture of maximum four Tenderers. An Agreement Deed tothat effect, legally executed and signed by all the partners shall be submitted with the Tender.

b. One partner will be designated the lead partner and would enter into legal contract with

Purchaser and would be liable to incur liabilities, receive payments and receive instructions for

and on behalf of any or all partners. A power of attorney to that effect, legally executed, signed


21/78

Page 21 of78

by all the partners shall be submitted with the Tender.

c. There must be at least one locally registered company (Partner) of good repute, with relevant

experience and proven track record, in the joint venture that must be the lead partner.d. The Lead Partner in case of joint venture shall not be allowed to assign the contract or any part

thereof to another party, without permission of the purchaser.

e. All the partners shall be jointly and severally liable for the execution of the Contract in

accordance with the terms and conditions of the Contract. The Tender, and in case of successfulTender, the Contract Deed, to that effect, shall be signed by the lead partner.

f. Partners other than the lead would also be bound by the terms and conditions of the contract.

16. Examination of the Tender Document

The Tenderer is expected to examine the Tender Document, including all instructions and terms

and conditions.

17. Amendment of the Tender Document

17.1 The Purchaser may, at any time prior to the deadline for submission of the Tender, at its owninitiative or in response to a clarification requested by the Bidder(s), amend the Tender Document,

on any account, for any reason. All amendment(s) shall be part of the Tender Document andbinding on the Bidder(s).

17.2 The Purchaser shall notify the amendment(s) in writing to the prospective Tenderers.

17.3 The Purchaser may, at its exclusive discretion, amend the Tender Document to extend the

deadline for the submission of the Tender, in which case all rights and obligations of the

Purchaser and the Tenderers previously subject to the deadline shall thereafter be subject to the

deadline as extended.

18. Preparation / Submission of Tender

18.1 The tenderer is not allowed to bid for partial procurement of services or part of the services.18.2 The Tender and all documents relating to the Tender, exchanged between the Tenderer and the

Purchaser, shall be in English. Any printed literature furnished by the Tenderer in another

language shall be accompanied by an English translation which shall govern for purposes of

interpretation of the Tender.

18.3 The Tender shall be submitted accompanied by the prescribed Forms, Annexes, Schedules,

Charts, Drawings, Documents, Brochures, Literature, detailed design, operations and

maintenance plan and detailed Operation plans with milestones etc. which shall be typed,

completely filled in, stamped and signed by the Tenderer or his Authorized Representative. Incase of copies, photocopies may be submitted.

18.4 Further required information for is listed below, as in continuation to other requirements listed

in the document:

18.4.1 List of firms major international and national clientele.

18.4.2 Details related to experience procurement, operation and maintenance of buses with all

supporting documents and documented proofs.

18.4.3 Complete details of all the Operations being carried out by the bidder with all supporting

documents and documented proofs.

18.4.4 Details of similar type of Operations executed by the Bidder with all supporting

documents and documented proof.


22/78

Page 22 of78

18.4.5 Valid GST and NTN company registration certificates (for local representative company

and the same and the prevalent documents as applicable in the region/origin of operations

of Principal enterprise).

18.4.6 SECP Registration Certificate (if principal is based out of Pakistan, details of local

representative company).

18.4.7 Organizational Structure for MetroBus Operation.18.5 The Technical and Financial proposals shall be submitted in two different envelopes, the

envelopes will be clearly marked Technical Proposal and Financial Proposal. Each proposal

shall be in two sets i.e. the original and the copy. In the event of any discrepancy between the

original and the duplicate, the original shall govern.

18.6 The Technical Proposal shall contain the following documents duly signed and stamped,

without quoting the price:

18.6.1 Technical Proposal Submission Form (Annexure-A)

18.6.2 Technical Evaluation (Annexure-C)

18.6.3 Financial Capacity of the Bidder (Annexure-D)

18.6.4 Power of Attorney (Annexure-F)18.6.5 Undertaking (All terms & conditions and qualifications listed anywhere in the RFP have

been satisfactorily vetted) (Annexure-G)

18.6.6 Affidavit (Annexure-H)

18.6.7 Tender Security Form (Annexure-I): Tender Security of PKR Twenty (20) Million vide

clause 19 (Tender Security) of tender document).

18.6.8 Covering letter duly signed and stamped by authorized representative. (Annexure-C)

18.6.9 Authorized Certificate / document from the principle / manufacturer (if applicable).

18.6.10 Evidence of eligibility of the Tenderer and the Services

18.6.11 Evidence of conformity of the Services to the Tender Document

18.6.12 Brand/Make of the bus along with Technical Brochures / Literature18.6.13 The statement signed by the authorized representative of the Bidder

18.6.14 Valid Registration Certificate for Income Tax, Sales Tax and / or other allied agencies /

organizations / regulatory authorities (Principal, Local Representative Company).

18.6.15 Income Tax & Sales Tax Returns for the last three tax years

18.7 The Financial Proposal shall comprise the following duly signed and stamped:

18.7.1 Financial Proposal Submission Form (Annexure-K)

18.7.2 Price Table (Annexure-L)

18.7.3 Bid Price (Annexure-M)

18.8 The Tenderer shall follow the instructions laid down as under:18.8.1 The Tenderer shall seal the Original Technical Proposal in an envelope duly marked as

under:

Envelope No. 1A: Original Technical Proposal for

Tender Name. [Name of Tender]


23/78

Page 23 of78

[Name of the Purchaser]

[Address of the Purchaser]

[Name of the Tenderer]

[Address of the Tenderer][Phone No. of the Tenderer]

18.8.2 The Tenderer shall seal the Duplicate Technical Tender in an envelope duly marked asunder:

Envelope No. 1B: Duplicate Technical Proposal for





[Address of the Tenderer]

[Phone No. of the Tenderer]

18.8.3 The Tenderer shall seal the Original Financial Proposal in an envelope duly marked as

under:

Envelope No. 2A: Original Financial Proposal for







18.8.4 The Tenderer shall seal the Duplicate Financial Tender in an envelope duly marked as

under:

Envelope No. 2B: Duplicate Financial Proposal for



24/78

Page 24 of78



[Name of the Tenderer][Address of the Tenderer]


18.8.5 The Tenderer shall again seal the sealed envelopes of Original Technical Proposal and

the Original Financial Proposal in an outer envelope, duly marking the envelope as

under:

Envelope No. (1+2)A: Original Tender for


Strictly Confidential

Open on [Last Date of submission of the Tender]




[Address of the Tenderer][Phone No. of the Tenderer]

18.8.6 The Tenderer shall again seal the sealed envelopes of Duplicate Technical Proposal andthe Duplicate Financial Proposal in an outer envelope, duly marking the envelope as

under:

Envelope (1+2)B Duplicate Tender for


Strictly Confidential

Open on [Last Date of submission of the Tender]




25/78

Page 25 of78




18.9 As applicable, the Tenderer shall again seal Envelope Nos. (1+2)A, (1+2)B in a single envelopetitled PROCUREMENT, OPERATION, AND MAINTENANCES OF METRO BUSES.

18.10 The Tenderer shall enclose soft copies of the Technical Proposal and the Financial Proposals,including all Forms, Annexes, Schedules, Charts, Drawings, Documents, Brochures, Literature,

etc., in the form of MS Word Documents, MS Excel Worksheets and Scanned images, with the

hard copies.

18.11 The Tender shall be mailed through a registered courier or hand-delivered to reach at the

Purchasers office before the closing date and time (last day of application)

18.12 This is made obligatory to affix authorized signatures with official seal on all original and

duplicate (copies) documents, Annexures, copies, certificates, brochures, literature,

drawings, letters, forms and all relevant documents as part of the bids submitted by the

Tenderer. Noncompliance with the same will cause the rejection of bid at the time ofopening.

19. Tender Price

19.1 The quoted price shall be:

19.1.1 best / final / fixed and valid until completion of all obligations under the Contract i.e. not

subject to variation / escalation;

19.1.2 inclusive of all charges up to the delivery point;

19.1.3 in Pak Rupees (PKR);

19.1.4 inclusive of all taxes, duties, levies, insurance, freight, etc.

19.2 If not specifically mentioned in the Tender(s), it shall be presumed that the quoted price is as per

the above requirements.

19.3 The price hereby quoted by the Bidders would cover the whole scope of services for the contract

period.

20. Tender Security

20.1 The Tenderer shall furnish the tender Security as part of the technical bid envelope, failing

which will cause rejection of bid; as under:

20.1.1 In the form of Bank Guarantee, issued by a scheduled bank operating in Pakistan, in the

name of the Purchaser, as per the format provided in the Tender Document or in another

form acceptable to the Purchaser;

20.1.2 A sum of PKR Twenty (20) Million;

20.1.3 Have a minimum validity period of180 days from the last date for submission of the

Tender or until furnishing of the Performance Security, whichever is later.

20.2 The proceeds of the Tender Security shall be payable to the Purchaser, on the occurrence of any

/ all of the following conditions:

20.2.1 If the Tenderer withdraws the Tender during the period of the Tender validity specified


26/78

Page 26 of78

by the Tenderer on the Tender Form; or

20.2.2 If the Tenderer does not accept the corrections of his Total Tender Price; or

20.2.3 If the Tenderer, having been notified of the acceptance of the Tender by the Purchaser

during the period of the Tender validity, fails or refuses to furnish the Performance

Security, in accordance with the Tender Document.

20.2.4 If the tenderer fails to provide the performance security in stipulated timeframe or format.20.3 The Tender security shall be returned to the technically unsuccessful Tenderer with

unopened/sealed financial bid, as well as to the unsuccessful bidders following the financial bidopening procedure. The Tender Security shall also be returned to the successful Tenderer on

furnishing the Performance Security.

21. Tender Validity

The Tender shall have a minimum validity period ofone hundred and eighty days (180) daysfrom the last date for submission of the Tender. The Purchaser may solicit the Tenderer's

consent to an extension of the validity period of the Tender. The request and the response thereto

shall be made in writing. If the Tenderer agrees to extension of validity period of the Tender, thevalidity period of the Tender security shall also be suitably extended. The Tenderer may refuse

extension of validity period of the Tender, without forfeiting the Tender security.

22. Modification / Withdrawal of the Tender

22.1 The Tenderer may, by written notice served on the Purchaser, modify or withdraw the Tender

after submission of the Tender, prior to the deadline for submission of the Tender.

22.2 The Tender, withdrawn after the deadline for submission of the Tender and prior to the

expiration of the period of the Tender validity, shall result in forfeiture of the Tender Security.

23. Opening of the Tender

23.1 Tenders shall be opened, at the given place, time and date, in the presence of the Tenderer(s), if

available, for which they shall ensure their presence without further invitation.

23.2 The Tenderer's name, modifications, withdrawal, security, attendance of the Tenderer and such

other details as the Purchaser may, at its exclusive discretion, consider appropriate, shall be

announced and recorded.

23.3 No tenderer or its representative will be allowed to keep any digital device (camera, audio

recorder, cell phone etc.) during tender opening meeting at given time and location. Non-compliance will cause the rejection of respective bidder.

24. Clarification of the Tender by the Purchaser

The Purchaser shall have the right, at his exclusive discretion, to require, in writing, further

information or clarification of the Tender, from any or all the Tenderer(s). No change in theprice or substance of the Tender shall be sought, offered or permitted except as required to

confirm the corrections of arithmetical errors discovered in the Tender. Acceptance of any such

correction is solid discretion of the Purchaser


27/78

Page 27 of78

25. Determination of Responsiveness of the Bid (Tender)

25.1 The Purchaser shall determine the substantial responsiveness of the Tender to the Tender

Document, prior to the Tender evaluation, on the basis of the contents of the Tender itself

without recourse to extrinsic evidence. A substantially responsive Tender is one which:25.1.1 meets the eligibility criteria for the Tenderer for the Services;

25.1.2 meets the Technical Specifications for the Services including Bus specification and

desired arrangement of doors;

25.1.3 meets the delivery period / point for the Services;

25.1.4 offers fixed price quotations for the Services in Rs. Per Km;

25.1.5 is accompanied by the required Tender Security as part of financial bid envelope;

25.1.6 submits original receipt of tender fee, attached with technical bid envelope;

25.1.7 is otherwise complete and generally in order;

25.1.8 conforms to all terms and conditions of the Tender Document, without material deviation

or reservation.25.1.9 Quotes the brand/make of the bus

25.2 A material deviation or reservation is one which affects the scope, quality or performance of the

Services or limits the Purchaser's rights or the Tenderer's obligations under the Contract.

25.3 The Tender determined as not substantially responsive shall not subsequently be maderesponsive by the Bidder by correction or withdrawal of the material deviation or reservation.

However, the Purchaser may waive off any minor non-conformity or inconsistency or

informality or irregularity in the Tender; but subject to approvals of the Tender Evaluation

Committee.

26. Correction of errors / Amendment of Tender

26.1 The Tender shall be checked for any arithmetic errors which shall be rectified, as follows:

26.1.1 If there is a discrepancy between the amount in figures and the amount in words for the

Total Tender Price entered in the Tender Form; the amount in words, shall govern.

26.2 The Tenderer shall state the Tender Price for the payment terms outlined in the Conditions ofContract which will be considered for the evaluation of the Tender.

.

27. Rejection / Acceptance of the Tender

27.1 The Purchaser shall have the right, at his exclusive discretion, to increase / decrease the quantity

of Buses required without any change in unit prices or other terms and conditions, accept aTender, reject any or all tender(s), cancel / annul the Tendering process at any time prior to

award of formal Contract, without assigning any reason or any obligation to inform the Tenderer

of the grounds for the Purchaser's action, and without thereby incurring any liability to theTenderer and the decision of the Purchaser shall be final.

27.2 The Tender shall be rejected if:

27.2.1 it is substantially non-responsive; or


28/78

Page 28 of78

27.2.2 it is submitted in other than prescribed forms, annexes, schedules, charts, drawings,

documents / by other than specified mode; or

27.2.3 it is incomplete, un-sealed, un-signed, printed (hand written), partial, conditional,alternative, late; or

27.2.4 it is subjected to interlineations / cuttings / corrections / erasures / overwriting; or

27.2.5 the Tenderer submits more than one Tenders; or27.2.6 the Tenderer fails to meet the minimum mandatory score of 50% against each criterion

in the Technical Evaluation Criteria (Annexure-B); or

27.2.7 the Tenderer fails to meet the minimum passing score of 70% in the Technical Evaluation

Criteria (Annexure-B); or

27.2.8 the Tenderer refuses to accept the corrected Total Tender Price; or

27.2.9 the Tenderer has conflict of interest with the Purchaser; or

27.2.10 the Tenderer tries to influence the Tender evaluation / Contract award; or

27.2.11 the Tenderer engages in corrupt or fraudulent practices in competing for the Contract

award.

27.2.12 there is any discrepancy between bidding documents and bidders proposal i.e. any non-

conformity or inconsistency or informality or irregularity in the submitted bid.

27.2.13 the Tenderer submits any financial conditions as part of its bid which are not in

conformity with tender document.

28. Acceptance Letter (Letter of Intent)

The Purchaser shall, send the Acceptance Letter (Letter of Intent) to the successful Tenderer,

prior to the expiry of the validity period of the Tender, which shall be made part of the formal

contract.

29. Performance Security

29.1 The successful Tenderer shall furnish Performance Security as under:29.1.1 within ten (10) working days of the receipt of the Acceptance Letter from the Purchaser;

29.1.2 in the form of a Bank Guarantee, issued by a scheduled bank operating in Pakistan, as perthe format provided in the Tender Document or in another form acceptable to the

Purchaser;

29.1.3 denominated in Pak Rupees;

29.1.4 Have a minimum validity period of one year from the date of Award Notification or untilthe date of expiry of yearly support period.

29.1.5 The successful tenderer shall submit a Bank Guarantee of 10% of the annual contract

value for a period ofeight (8) years, on a yearly basis, with an undertaking to renew the

Bank Guarantee before the end of each year on yearly basis, one month before the expiry

period of the submitted bank guarantee.29.1.6 The proceeds of the Performance Security shall be payable to the Purchaser, on

occurrence of any / all of the following conditions:

29.1.6.1If the Operator commits a default under the Contract;

29.1.6.2If the Operator fails to submit the bank guarantee for the next year once

month before the expiry of already submitted bank guarantee in

stipulated timeframe.

29.1.6.3If the Operator fails to fulfill any of the obligations under the Contract


29/78

Page 29 of78

29.1.6.4If the Operator violates any of the terms and conditions of the Contract.

29.2 The Operator shall cause the validity period of the performance security to be extended for such

period(s) as the contract performance may be extended. The Performance Security shall bereturned to the Tenderer within thirty working days after the expiry of its validity on written

request from the Operator.

30. Redressal of Grievances by the Purchaser

30.1 The Purchaser shall constitute a committee comprising of odd number of persons, with proper

powers and authorizations, to address the complaints of bidders that may occur prior to the entry

into force of the procurement contract.

30.2 Any bidder feeling aggrieved by any act of the Purchaser after the submission of his bid may

lodge a written complaint concerning his grievances not later than fifteen days after the

announcement of the bid evaluation report.

30.3 The committee shall investigate and decide upon the complaint within fifteen days of the receipt

of the complaint.

30.4 Mere fact of lodging of a complaint shall not warrant suspension of the procurement process.

30.5 Any bidder not satisfied with the decision of the committee of the Purchaser may follow theprocess mentioned vide Statutes and Regulations.


30/78

Page 30 of78

TERMS & CONDITIONS OF THE CONTRACT

CONTRACT FOR PROCUREMENT, OPERATIONS AND MAINTENANCE OF BUSES, WILL

BE SIGNED OFF BETWEEEN TRANSPORT DEPARTMENT (OR AN AUTHORITY

NOMINATED BY TRANSPORT DEPARTMENT), GOVERNMENT OF THE PUNJAB, AND

THE OPERATOR

Contract for

PROCUREMENT, OPERATIONS AND

MAINTENANCE OF BUSES

between

[Purchaser]

and

[Operator]

Dated:


31/78

Page 31 of78

TABLE OF CONTENTS

I. Agreement

II. General Conditions of Contract30. Contract

31. Contract Documents and Information

32. Contract Language

33. Standards

34. Commercial Availability

35. Patent Right

36. Execution Schedule

37. Payment

38. Price

39. Contract Amendment

40. Assignment / Subcontract

41. Extensions in time for performance of obligations under the Contract

42. Liquidated Damages

43. Blacklisting

44. Forfeiture of Performance Security

45. Termination for Default

46. Termination for Insolvency

47. Termination for Convenience

48. Force Majeure

49. Dispute Resolution

50. Statutes and Regulations51. Taxes and Duties

52. The Client

53. Authorized Representative

54. Waiver

55. Training

56. DocumentationIII. Technical Specifications


32/78

Page 32 of78

I. Agreement

This CONTRACT AGREEMENT (this Contract) made as of the [day] of[month], [year],

BETWEEN

Governor of the Punjab acting through the Secretary, Transport Department (Metro Bus System-Project

Management Unit/Punjab MetroBus Authority), Government of the Punjab on the one part (hereinafter

called the Purchaser which expression shall include its successors, legal representatives and permitted

assigns)

AND

[full legal name of Operator], on the other part (hereinafter called the Operator which expression shallinclude the successors, legal representatives and permitted assigns) severally liable to the Purchaser for all

of the Operators obligations under this Contract and is deemed to be included in any reference to the

term Operator.

RECITALS

WHEREAS,

(a) The GoPb through the Purchaser intends to spend a part of its budget /

funds for making eligible payments under this contract. Payments made

under this contract will be subject, in all respects, to the terms andconditions of the Contract in lieu of procurement of buses and services as

described in the contract.

(b)The Purchaser has requested the Operator to provide certain services as

described in Tender Document; and

(c) The Operator, having represented to the Purchaser that it has the required

professional skills, and personnel and technical resources, has agreed to

provide such services on the terms and conditions set forth in this

Contract.

NOW THEREFORE, the Parties to this Contract agree as follows:

1. The Operator hereby covenants with the Purchaser to supply the buses and services, in

conformity in all respects with the provisions of the Contract, in consideration of the payments to

be made by the Purchaser to the Operator.


33/78

Page 33 of78

2. The Purchaser hereby covenants with the Operator to pay the Operator, the Contract Price or such

other sum as may become payable, at the times and in the manner, in conformity in all respects

with the provisions of the Contract, in consideration of supply of the Services.

3. The following shall be deemed to form and be read and construct as part of this Contract:

a. The Tender Document

b. Bidders Proposal

c. Terms and Conditions of the Contract

d. Special Stipulations

e. The Technical Specifications

f. Tender Form

g. Price Schedule

h. Affidavit(s)

i. Authorized Dealership / Agency Certificate

j. Performance Security

k. Service Level Agreement (SLA) , if requiredl. Non-Disclosure Agreement (NDA), if required

m. Any Standard Clause acceptable for Purchaser

4. This Contract shall prevail over all other documents. In the event of any discrepancy /

inconsistency within the Contract, the above Documents shall prevail in the order listed above.

5. Services Required:

Contractual obligations Roles and Responsibilities shall be as under:

5.1 MBS-PMU/PMA

5.1.1 Provide state of the art MetroBus stations with AFC operation as well as elevated

and/or fenced MetroBus corridor

5.1.2 Establish an Operation Control Center for operation of the system. The control centre

may at its discretion change or cancel the assigned operation/schedule/trip (s).

5.1.3 Arrange for provision of drivers console in the buses; and through the console the

control centre will communicate to the bus-driver the schedules regarding trips,

routes, hour of service, and timing at different station.

5.1.4 Select only one operator for operation of MBS on Green line.

5.1.5 Equip every bus with GPS devices and relevant components (on bus and off bus),

that can gather location wise data and transmit to central servers and related software

modules.

5.1.6 Provide Passenger Information System equipment and software in buses


34/78

Page 34 of78

5.1.7 Provide depot for Parking of vehicle on at least one-side of the METROBUS

Corridor with allied facilities such as washing, and minor repairs. The dead mileage

from and to the Depot will be borne by the GoPb.

5.1.8 Guarantee average minimum of 70, 000 Kms per bus per year. The adjustment to

cost matrix will be made as per changes in cost matrix and indication mentioned inagreement.

5.1.9 Manage fare via the AFC operator

5.1.10 Make monthly payments to the operator against tracked kilometers, reported by the

control center.

5.1.11 Develop and notify detailed specifications of the MetroBuses. All Buses to be

introduced under this project would have to conform to these specifications. The

detail of Urban Bus Specifications is attached as (Annexures-R&S) with this

document. The buses shall have system brand name and brand color only.

5.1.12 Open an escrow account jointly operated by authorized representatives of the GoPb/

MBS-PMU/PMA, the AFC-BSS Service Provider, and the Bus Operator.

5.1.13 Monitor all activities of the METROBUS Operation to ensure its compliance with

environmental / municipal laws and regulations; and co-opt the representative of

Environment Protection Agency to oversee the compliance of applicable

environmental laws, rules and regulations and their enforcement thereof by

bidders.

5.1.14 MBS-PMU /PMA may consider allowing advertisements inside the bus, in which

case the size, nature, etc will be specified by MBS-PMU/PMA. Revenue proceeds ofsuch advertisements, if allowed, will be credited to the escrow account.

5.1.15 Be responsible for the conduct and functioning of all staff employed in the MBS-

PMU /PMA. The MBS-PMU staff shall provide efficient services, polite and

courteous behavior towards operator, and passengers. The MBS-PMU/PMA shall be

liable for any misconduct or unreasonable offense of its employees and shall take

prompt and appropriate action.

5.1.16 Confirm ownership of buses in favor of the operator upon expiry of the contract.

5.1.17 Through AFC-BSS, provide the bus drivers the required training of the use of the

Driver Console and Precision Docking.

5.1.18 Upon completion of the contract period, the MBS-PMU/PMA shall re-advertise the

RFP for procurement of bus operator. In the said process of procurement the running

bus operator will have first right of refusal to match the lowest bid received.

5.2 Operator


35/78

Page 35 of78

5.2.1 Procure 45 Brand New Articulated 18m Air Conditioned (AC) Diesel buses as per

prescribed specification, and ensuring compatibility with the existing AFC-BSS

5.2.2 In addition to these buses, the operator may be required to add 25% more buses

during the first six (6) months of operation.

5.2.3 Must ensure to ply the buses and follow the specified schedules and instructions by

MBS-PMU/ PMA. Failure to complete the assigned jobs would result in penalties

as per Agreement.

5.2.4 Only one operator shall carryout MBS operation on the Green-line.

5.2.5 Must employ adequate, well-trained staff to perform all duties and responsibilities

stated in this RFP including all roles/duties to be performed on the MBS corridor,

Depot, fueling operation, and general fleet management.

5.2.6 Obtain all necessary permits under all applicable Laws of Pakistan required to

procure the buses

5.2.7 Obtain route permits and vehicle fitness certificates as prescribed in the Punjab

Motor Vehicle Ordinance

5.2.8 Carry out all responsibilities laid out in this document.

5.2.9 Cooperate with all other MBS service providers and to the extent possible facilitate

their operations in the MBS-PMU/PMA system.

5.2.10 Engage and deploy suitably skilled personnel for procurement, operation andmaintenance of the Buses, and maintenance/replacement of all related

equipment/components in buses in a timely manner and at its own cost, and

participate in all meetings, committees, etc, as directed by MBS-PMU/PMA from

time to time.

5.2.11 Be responsible for the conduct and functioning of all staff employed in the

Operation. The bus operator shall ensure efficient services, polite and courteous

behavior towards passengers and representatives of MBS-PMU/PMA and other

related departments/entities of the GoPb. The bus operator shall be liable for any

misconduct or unreasonable offense of its employees and shall take prompt and

appropriate action.

5.2.12 Prior to procuring, the bus operator shall submit detailed specifications,

documentation, and manuals of related buses being procured for operation and

maintenance; and arrange inspections by MBS-PMU/PMA or by any third party

hired by MBS-PMU/PMA for the inspection of buses and seek approval by

MBS-PMU/PMA.


36/78

Page 36 of78

5.2.13 Adhere to timelines of the Operation implementation specified in this RFP.

5.2.14 Provide monthly reports on progress of the Operation implementation as per scope

defined in this RFP

5.2.15 Impart meaningful and timely training to all Driver/staff associated with the

Operation

5.2.16 Guarantee smooth operations and functioning of all buses during the entire contract

period

5.2.17 Provide maintenance plan of metro buses in consultation with MBS-PMU/PMA,

and implement it. The plan must cover procedures and parameters for preventive

and break-down maintenance, as well as maintenance review procedures.

5.2.18 Implement the maintenance plan of metro buses

5.2.19 Allow authorized Transport Department staff (and other authorized GoPb

personnel) for inspection of buses at depot and while in operation

5.2.20 Take prompt and reasonable action for resolution of each complaint including

complaints received from MBS-PMU/PMA related to the operation of buses.

5.2.21 Bear the cost of license/Route permit and that for the registration of the buses.

5.2.22 Comply with the provisions of the applicable Motor Vehicles Ordinance / Act, the

regulations and rules framed in the standards and all other applicable local,

provincial, and federal laws. The Inability of the bus Investor(s) / Operator(s) to

comply with rules, regulations and procedures will be penalized as per penalty

mechanism.

5.2.23 Comply, complete, and follow all reasonable commands, directions, and

requirements of the MBS-PMU/PMA in respect of the operation, including

directions and requirements that ensure public safety and security.

5.2.24 Engage and train drivers for buses. It is expected that driver must possess at least a

graduate degree and shall be tested and declared capable of reading English

instruction/tabs. The drivers will be trained for the use of the Driver Console by the

MBS-PMU/PMA through AFC-BSS; however, the qualification of drivers is

mandatory for understanding the system parameter and discipline of the system.

5.2.25 Arrange for fuel of buses with reserve fuel to implement the schedules smoothly

without any interruption.

5.2.26 Start operation of buses as per procedure laid-down in the agreement or upon

award of the letter for initiation of operation.

5.2.27 Ensure that there are no advertisements displayed on the outside surface of the


37/78

Page 37 of78

buses

5.2.28 Ensure that the types, forms, and locations of all advertisement being displayed

inside the buses should not be placed without written approval of the MBS-

PMU/PMA; and should strictly conform to the rules, regulation and procedures as

notified by the MBS-PMU/PMA.

5.2.29 Ensure and deploy at least eight (8) toe-away vehicles to haul stalled buses to depot

in a timely fashion.

5.2.30 Ensure that dead mileage is limited to no more than 2 kilometers per bus per day

5.3 Transport Department

5.3.1 Provide and notify fare structure and business rules for Bus operation

5.3.2 Provide Bus operator the rights/route permits to operate buses on the MBScorridor and the right to use the Depot so that Bus Operator can perform its

obligations in a timely manner.

5.3.3 Attempt to grant timely approvals and documents when required.

Key Service-level parameters

Any breach of defined service levels will entail penalties; service level agreement (SLA) is further

elaborated in Annexure-O.

Revenue collection and payment- Joint mechanism for AFC-BSS Contractor and Bus Operator

1 An escrow account shall be opened by the GoPb (via MBS-PMU/PMA) in the Bank of Punjab

(BOP). The escrow account will be jointly operated by authorized representatives of the

Government of Punjab/MBS-PMU/PMA, the AFC-BSS Service Provider, and bus operator.

2 The BOP shall issue a set of non-live card/token numbers (series) to the AFC-BSS contractor, for

printing and selling.

3 The AFC-BSS contractor shall arrange printing of the cards/tokens, based on card/token design

specified by PMA

4 The AFC-BSS contractor shall request the BOP to activate the card/token numbers for live online

recognition.

5 Prior to card activation, an amount equivalent to the value of the cards being activated, shall be

deducted from the AFC-BSS contractors account and deposited in the escrow account.

6 Sale of tickets (cards/tokens) shall be the responsibility of the AFC-BSS contractor.


38/78

Page 38 of78

7 For activation and subsequent recharging of cards (Smart cards) and tokens/throwaway media, the

AFC-BSS contractor shall arrange Bulk Initialization Machines (BIM),and place BIMs at

premises specified by MBS-PMU/PMA.

8 BIMs, and/or top-up/Point of Sale (POS) machines will only initialize/top-up media if there is

sufficient balance available. AFC-BSS Contractor must first transfer sufficient balance amount into

the Escrow Account of the GoPb, and the BOP will subsequently load credit in the BIM/POSmachine.

9 The revenue collected will be disbursed to all concerned parties via agreed formula.

10 Payments from the Escrow Account will be made to AFC-BSS Contractor, the Bus Operator, and to

other qualified service providers based upon agreed policies, formulas, and reconciliation reports

from AFC-BSS.

11 If there is surplus balance in the Escrow Account, the amount will be retained by GoPb/MBS-

PMU/PMA. If there is deficit in the Escrow Account (that is, all service providers cannot be paid)

then GoPb/MBS-PMU/PMA/ will arrange for the deficit amount and make payments that are due.

12 Payment to the Bus Operator shall be made for actually plied Kilometers on monthly basis

13 Regular third-party audit (financial as well as technical) to be made an integral part of the Operation

IN WITNESS whereof the Parties hereto have caused this Contract to be executed in accordance with the

laws ofPakistan as of the day, month and year first indicated above.

For [full legal name of the Purchaser]: For [full legal name of the Operator]:

Signature Signature

Name Name

Witnessed By: Witnessed By:

WITNESSES

Signature __________________ Signature ____________________

CNIC # __________________ CNIC # ____________________

Name __________________ Name ____________________

Designation__________________ Designation ____________________

Address _________________ Address __________________


39/78

Page 39 of78

II General Conditions of Contract

31. Contract

The Purchaser shall, after receipt of the Performance Security from the successful Tenderer,

send the Contract provided in the Tender Document, to the successful Tenderer. Within ten

working days of the receipt of such Contract, the Tenderer shall sign and date the Contract andreturn it to the Purchaser.

32. Contract Documents and Information

The Operator shall not, without the Purchaser's prior written consent, make use of the Contract,

or any provision thereof, or any document(s), specifications, drawing(s), pattern(s), sample(s) or

information furnished by or on behalf of the Purchaser in connection therewith, except for

purposes of performing the Contract or disclose the same to any person other than a person

employed by the Operator in the performance of the Contract. Disclosure to any such employed

person shall be made in confidence and shall extend only as far as may be necessary for

purposes of such performance.

33. Contract Language

The Contract and all documents relating to the Contract, exchanged between the Operator and

the Purchaser, shall be in English. The Operator shall bear all costs of translation to English and

all risks of the accuracy of such translation.

34. Patent Rights and Rights to the Contents of the Program

The Operator shall indemnify and hold the Purchaser and the Purchaser harmless against all

third party claims of infringement of patent, trademark or industrial design rights arising from

use of the Service or any part thereof. The Purchaser will hold the exclusive rights to the

contents of this program.

35. Insurance

The Operator shall provide such insurance of the buses as is sufficient to protect against their theft,

damage or deterioration during course of the operation, storage/transit to their final destination as

indicated in this Contract. The Operator shall arrange and pay for the insurance of the buses to the

place of destination and time, as required by the Purchaser.

36. Execution Schedule

The Operator shall submit an Execution Schedule, giving details of services rendered, as

required under the Contract, to the Client, within three days of the signing of the Contract.

37. Payment

The procedure for payments to operator shall be as under:

36.1 The Operator shall submit an Application for Payment (Invoice), in the prescribed form, to the

Client. The Application for Payment shall: be accompanied by such invoices, receipts or other

documentary evidence as the Client may require; state the amount claimed; and set forth in


40/78

Page 40 of78

detail, in the order of the Price Schedule, particulars of the Services provided, up to the date of

the Application for Payment and subsequent to the period covered by the last preceding

Certificate of Payment, if any.36.2 The Purchaser shall issue a Certificate of Payment, in the prescribed form, with a copy to the

Operator, verifying the amount due, within seven days of receipt of an Application for

Payment. The Client may withhold a Certificate of Payment on account of defect(s) / short

coming(s) in the services provided. The Client may make any correction or modification in aCertificate of Payment that properly be made in respect of any previous certificate.

36.3 The Purchaser shall pay the amount verified in the Certificate of Payment within twenty one

(21) days of receipt of a Certificate of Payment. Payment shall not be made in advance. ThePurchaser shall make payment for the Services provided, to the Operator, as per GoPb policy,

in Pak Rupees, through treasury cheque.

36.4 Payments shall be made against successful delivery of services as per operation plan and

actually travelled kilometers.

38. Price

The Operator shall not charge prices for the equipment and services provided and for other

obligations discharged, under the Contract, varying from the prices quoted by the Operator in

the Price Schedule or not agreed by the Purchaser as per this Contract

39. Contract Amendment

38.1 The Purchaser may, at any time, by written notice served on the Operator, alter, amend, omit,

increase, decrease or otherwise change the nature, quality, quantity and scope, of all / any of the

Services / the Works, in whole or in part.

38.2 The Operator shall, within ten working days of receipt of such notice, submit a cost estimate andexecution schedule of the proposed change (hereinafter referred to as the Change), to the

Purchaser.

38.3 The Operator shall not execute the Change until and unless the Purchaser has allowed the said

Change, by written order served on the Operator with a copy to the Client.

38.4 The Change, mutually agreed upon, shall constitute part of the obligations under this Contract,and the provisions of the Contract shall apply to the said Change.

38.5 No variation in or modification in the Contract shall be made, except by written amendmentsigned by both the Purchaser and the Operator.

40. Assignment / Subcontract

39.1 The Operator will not assign or sub-contract its obligations under the Contract, in whole or in

part, except with the Purchaser's prior written consent.

39.2 The Operator shall guarantee that any and all assignees / subcontractors of the Operator shall,

for performance of any part / whole of the work under the contract, comply fully with the terms

and conditions of the Contract applicable to such part / whole of the work under the contract.

41. Extensions in time for performance of obligations under the Contract

If the Operator encounters conditions impeding timely performance of any of the obligations,under the Contract, at any time, the Operator shall, by written notice served on the Purchaser,

promptly indicate the facts of the delay, its likely duration and its cause(s). As soon as

practicable after receipt of such notice, the Purchaser shall evaluate the situation and may, at its

exclusive discretion, without prejudice to any other remedy it may have, by written order served

on the Operator with a copy to the Client, extend the Operator's time for performance of its

obligations under the Contract.


41/78

Page 41 of78

42. Liquidated Damages (LD)

If the Operator fails / delays in performance of any of the obligations, under the Contract /

violates any of the provisions of the Contract / commits breach of any of the terms and

conditions of the Contract; the Purchaser may, without prejudice to any other right of action /

remedy it may have, levy liquidated damages as follows:

LD per day = (Factor F x 200 x Number of Buses x Value X)

(See Price Tables in Annexure L for value of X)

For 0 10 days Factor F = 0.25



For 31 days and above, Factor F =1.00

However, the amount so deducted shall not exceed, in the aggregate, the value of the

performance security. The Liquidated Damages are attributable to such part of the Services as

cannot, in consequence of the failure / delay, be put to the intended use, for every day between

the scheduled delivery date(s), with any extension of time thereof granted by the Purchaser, and

the actual delivery date(s) (This penalty will also be invoked on the commitments given by the

Operator in the technical proposal)

43. Forfeiture of Performance Security

If the Operator fails / delays in performance of any of the obligations, under the Contract /violates any of the provisions of the Contract / commits breach of any of the terms and

conditions of the Contract the Purchaser may, without prejudice to any other right of action /

remedy it may have, forfeit Performance Security of th