notice inviting bid for engagement of consultant for ... · procurement cost optimization. ......

NOTICE INVITING BIDS

No.F.AGM/C&SO/TC/101/ Dated 11/03/2019.

Notice Inviting Bid for Engagement of Consultant for providingassistance / support to TSECL for improvement of operational

efficiency and financial performance.

Tripura State Electricity Corporation Limited (TSECL) wishes to appointconsultant having requisite experience in technical and commercial aspect of Powersector to assist the corporation in Generation, Transmission, Distribution, Trading &Purchase of Power & Renewable Purchase Obligation in order to achieve PowerProcurement Cost Optimization.

A set of Bid Documents and Terms & Conditions of bid may be downloadedfrom corporation’s website www.tsecl.in. However intending bidder shall have to payRs.10,000/- as a tender fee during submission of Bid Document.

Interested parties may submit their technical and financial proposal by20-05-2019 up to 15:00 Hrs. TSECL reserves the right to accept or reject any or all thebids without assigning any reasons.

Deputy General ManagerCommercial & Tariff

Agartala : Tripura

Commercial & System Operation, Tripura State Electricity Corporation Limited,North Banamalipur, Agartala – 799 001, Tripura.

Phone : 91-381-220-7433 FAX : 91-381-2325345

TRIPURA STATE ELECTRICITY CORPORATION LIMITED









Agartala : Tripura


Phone : 91-381-220-7433 FAX : 91-381-2325345










Agartala : Tripura


Phone : 91-381-220-7433 FAX : 91-381-2325345



Bid for Engagement of ConsultantFor Consultancy services

on

Generation, Transmission, Distribution,Trading & Purchase of Power & Renewable

Purchase Obligation in order to achieve PowerProcurement Cost Optimization.

Terms of Reference (TOR)

March 2019



on




March 2019



on




March 2019

Bid for engagement of Consultants 3 | P a g e



TERMS OF REFERENCE

1. The C l ient

1.1 The name of the client is : Tripura State Electricity Corporation Limited (includingTripura Power Generation Limited).

1.2 In order to provide 24x7 quality & reliable power supply to the consumers of theState at a reasonable & cost effective tariff, it is required to improve theoperational and financial performance of TSECL in the sectors like Generation,Transmission & Distribution along with trading of surplus power wheneveravailable during real time operation of Grid for optimal and economic loaddespatch. In this respect a proper co-ordination between generation,transmission & Distribution is necessary for proper load management ineconomical manner.

1.3 The demand supply gap forecast is the difference between power demand andpower availability. The different parameters that influence power demand andhence load forecasting are weather parameters, historical demand / load , loadgrowth projections, historical life style and life style projections, festivals,holidays, elections, economic behavior, of the Country, policy decision of differentstatutory body / Govt. etc. The different parameter that affect power availabilityfrom generating units are maintenance schedule, maintenance planning ofgenerating stations, outage planning of generating units, life of generating units,long, medium term and short term power purchase contracts with generatingunits, fuel availability for generating units on short term, long term basis, variouscommercial conditions of power purchase contract and their legal / commercialimplication

As the cost of procured power is a very large part of the cost to serve for theorganization, optimization in the cost of power procurement is very importantfor ensuring economic load dispatch. It is therefore important to continuouslyupgrade, strengthen and manage the power portfolio in a distribution utility.The establishment of a formal power management process is necessary to




TERMS OF REFERENCE

1. The C l ient








TERMS OF REFERENCE

1. The C l ient






bridge the gap between the power demand and supply in a most optimum andeconomical manner.

To reap the optimum benefits of the investment in power procurement, it isimperative that the investment are made most judiciously and efficiently.

Therefore, TSECL requires the services of a reputed consulting firm to work onpower portfolio planning, who have the experience in load forecasting,achieving price optimization for sale and purchase of power, management andoptimization of power purchase cost by efficient scheduling of power plant andcost effective disposal of surplus power.

2. OBJECTIVE :

The main purpose of this consultancy is to provide services to the client in preparing asustainable and efficient power portfolio management solution comprising ofGeneration, Transmission, Distribution, Trading & Purchase of Power & RenewablePurchase Obligation including optimization of power cost, short term / medium term /long term and real time power management planning and DSM (Deviation SettlementMechanism) bills verifications along with load forecasting services. The objective of thisconsultancy contract will be as under:

i) To study the present generation profile and its improvement both on account offinancial & operational performance.

ii) To study the present transmission profile and its improvement both on account offinancial & operational performance.

iii) To study the present distribution profile and its improvement both on account offinancial & operational performance.

iv) Renewable Purchase Obligation target and cost effective planning to fulfill theobligation.

v) Support in Tariff & Regulatory matters.

vi) Providing various analysis and presentation for management of TSECL.

vii) Optimization of power purchase cost.





2. OBJECTIVE :













2. OBJECTIVE :










viii) Short term / Medium term and real time power management powermanagement.

ix) DSM Bill verification.

x) Load forecasting.

xi) Hand holding support to utility staff.

3. SCOPE OF WORK:

GENERATION: Study of the present working of the machines and its Plant Load Factor,assessment of heat rate, auxiliary consumption both equipment & secondary oil etc.,maintenance schedule, outage and suggest remedial measures for cost effectivegeneration.

TRANSMISSION: Study of the present EHV / MHV transmission line sub-stationincluding load flow study, metering, outage, maintenance schedule etc. as perengineering best practice and suggest remedial measures to be undertaken forreduction of transmission losses besides improvement in reliability of power supplywith adequate redundancy.

DISTRIBUTION: Study of the present working of distribution focusing specially in to thearea of billing, collection, category wise energy consumption and connected load, loadfactors, diversity factors, metering, energy account and audit, distribution transformermetering and undertake analysis of high AT&C losses and their reasons withjustifications. The scope also require improvement in the above areas using advancetechnology as per engineering best practice adopted by different utility in India andabroad. Assists TSECL in review and continuous monitoring of the activities as peraction plan committed under UDAY Scheme of MOP, GOV for achieving the target.

RENEWABLE PURCHASE OBLIGATION: The RPO obligation for Tripura is 17% consist of6.75% Solar and 10.25% non-Solar during 2018-19 as per Ministry of Power, Govt. ofIndia order No.23/3/2016-R&R dated 14-06-2018 which corresponds to 66.79 MU and101.42 MU respectively in respect of energy requirement.

Planning and Phasing of Solar & Non-Solar Capacity (MW) required .

2018-19 2019-20 2020-21 2021-22 TOTALSolar 80.00 25.00 40.00 50.00 195.00Non-Solar 25.00 15.00 12.00 16.00 68.00Total 105.00 40.00 52.00 66.00 263.00






3. SCOPE OF WORK:












3. SCOPE OF WORK:








TRADING & PURCHASE OF POWER : At present Tripura is selling power throughagreements in Power Exchange / others as per bilateral & day ahead market contracts.For ensuring economic load dispatch, proper forecasting, scheduling are necessary asper Grid discipline to avoid any violation which may attract penalty. The contractinvolves commercial mechanism like opening of L/C, availing of rebate etc. for timelypayment / receipt of revenue on account of sale / purchase of power. This contractsneed to be examined in detail and suggest remedial measures to be undertaken foreffective, economic load management in inter-state / intra-state area.

OTHER RETAINERSHIP SUPPORT FOR REGULATORY AND COMMERCIAL MATTERS

The team would also support to CMD Office with various key issues and policy matterswhich includes in-depth analysis and representations to Authorities of State/ CentralGovernment, Regulators, various Judicial Forums etc. Further due to ongoing keydevelopments in Power Sector and its impact on overall operational and financialperformances of utility, it requires proper proactive analysis of changing situations andstrategy development.

Study and Analysis of Policy matters and various key issues

Periodic review of regulatory developments in other states/ CERC/ FOR

Commenting and advising on the Amendments in different Regulations, Acts, Policiesand Plan etc if any

Appraisal of important issues in Power sector and its impact on TSECL

The above description of scope of consultancy service is purely indicative and notexhaustive. TSECL has the right to changes / add / modify as per requirement.

Project scope would include solution software, implementation and three yearoperational support. Software features would include mainly medium term, short termand day ahead demand forecasting, day ahead and real-time power scheduling /management, integration with RLDC and SLDC, DSM Bill verification, effective disposalof surplus power at completive rate and suggest better power management techniqueswith the help of solution software.

Post implementation of the power management solution, consultant shall engage for aperiod of three years operational support, wherein TSECL shall have manpower ofservice provider engaged with TSECL to transfer knowledge, handhold TSECL staff,
























manage and build capacities for TSECL.

The service provider must guide and assists TSECL in efficient power procurement anddisposal related issues throughout the contract period.

a) IMPLEMENTATION :

TSECL intends to develop a power management tool i.e. designed to handled andoptimized the power portfolio of TSECL which would include effective powerscheduling, effective disposal of surplus power, lowering down of Power PurchaseCost & Demand Forecasting functions.

Following are the components of solution :

i) Medium term Planning : - It gather data from all stakeholders and forecast thedata.

ii) Day ahead power management : - It gathers data from all stakeholders viz.Power Producers, Load Shedding, Weather forecast etc. to accurately predictpower requirement during different slots of subsequent day. Scheduleprepared from such forecast is automatically communicated to SLDC/RLDC.

iii) Intraday power management: It gather real time data from all stakeholders viz,Power Producers, Load Dispatch Centers, Weather forecast etc. and proposesdecisions to reduce real time power purchase cost through process ofrescheduling, real time demand re-alignment and automated communicationsto power producers through SLDC / RLDC for backing up and backing downpower capacities.

iv) DSM Bill verification: System has capability of verification of DSM bill withexisting utility data and configured DSM tariff. This may be a customized.

b) HANDHOLDING SUPPORT:

The service provider would ensure that tools run effectively with customizedscenarios of TSECL. Following are support services that are offered with thesolution:

i) Training to existing utility staff




a) IMPLEMENTATION :













a) IMPLEMENTATION :











ii) Operational support for period of three years (which can extend up to 5years).

POST PRODUCT IMPLEMENTATION:

a) The consultant will be required to provide advice for better load management,to reduce power procurement cost and suggest the strategies for shifting of loadfrom peak hours to off-peak to flatten the load curve.

b) The consultant shall provide analysis reports regarding load forecast and shallprepare the merit order of different source of power from where TSECL isgetting power.

c) The system should review the existing intra-day, medium term & short term,day ahead and intra-day power management process and redesign the processsuch that the DSM charge reduction shall reduce the Power Purchase Cost.

d) After implementation of the above said forecast, the consultant shall providecost benefit analysis report on short, medium & intra-day basis including forpeak and off-peak hours basis. This analysis shall be included as an outputparameter of software tool.

e) The consultant should study & analyze the Indian Power Market & associateTSECL in the purchase /sale of power through Power exchange & bilateraltransaction.

f) The software should have the facility to store and analyze the data and use it forportfolio analysis and decision support.

g) Consultant must guide & assist TSECL in efficient power procurement & disposalrelated issues throughout the contract period.

h) The software should provide the following output parameters in addition toother parameters as will be required during the contract period.

Load forecasting (in MW) on short term, medium term and for peak hours &off-Peak hours.

Power availability (in MW) on short term, medium term and for peak hours& off-Peak hours.




























Demand supply gap (in MW) on short term, medium term and for peakhours &. off-peak hours.

Variation of load/power availability / demand supply gap with frequency,weather parameters e.g. Rainfall, Temperature (min, max & average),Relative Humidity (min., max. & average), wind speed, DSM rate etc.

Futures of Load Forecasting Module: Software will be deployed on basis of singlegeographical instance forecasting model to cover entire Tripura. TSECL at any point of timewould be able to get medium term, short term, day ahead and real time forecasting data forentire Tripura. For calculating demand supply gap (in MW) and for reducing over drawl (OD) /under drawl (UD) from the Indian National Grid, the consultant shall undertake loadforecasting on short-term, (daily, monthly & yearly), medium term basis and long term basis.In all the three scenarios the peak, off-peak and average forecast shall also be provided. Theshort-term forecasting data will be required to be prepared at 15 minutes interval and updateon daily basis by using suitable weather data to be arrange by the consultant and other inputsrequired for accurate load forecasting. The consultant shall provide the necessary softwaretool for the above purpose and shall provide training to TSECL employees for operating thesoftware tool. The consultant shall provide license for the software supplied in the name ofTSECL and the license should be perpetual.

While making forecast, the following factors shall also be taken into consideration along withother relevant factors.

For each month, both restricted and unrestricted forecast shall be made for peak aswell as off-peak periods of the day. The seasonal variation in demand and energyrequirement due to various factors prevailing in the state should be taken intoaccount.

Weather forecast.

Overall economic growth projections, load curve, connected load, diversity factor andother techno-commercial factors; Likely impact of implementation of Demand SideManagement (DSM) Regulations, Solar power (both Roof-top and land based) as pernet-metering Regulation etc.

Projected efficiency gains due to implementation of T&D loss reduction initiatives andother improvement programs under 24x7 PFA, UDAY, UJJALA of Govt. of India.

The proposed methodology shall also be guided by the methodology adopted in thelatest Electric Power Survey of Central Electricity Authority (CEA) for rhe Stare readwith National Electricity Policy and Tariff Policy.







Weather forecast.










Weather forecast.





Any other tools which will help in power optimization.

The above demand forecasting model must bc based upon latest approaches used in PowerSector and using latest state of art technology/statistical software available for Power sector.

The Software should be updated time to time with latest tools / information available in themarket for power optimization and its related work.

4. DELIVERABLES

Within 15 days of the appointment, the Consultant will submit a detailed inception report,which should mention the comprehensive list of activities along with additional activities, ifany, the strategy, approach, methodology, plan and counterpart support required. TSECL willtake a decision on inclusion of additional activities and also the plan and approach to betaken.

Sl. No. List of Deliverables

01. Fortnightly analysis report of Generation, Transmission, Distribution & Power purchase& sale including DSM, RPO Obligation for cost optimization as per Scope definedabove.

02. Preparation and Filing of Tariff Petitions, True-up Petitions, Annual PerformanceReview Petitions and other filings required from time to time, in accordance with therequirements of prevailing Tariff Regulations. Preparation and submission of separateabridged Notices to be published in the local newspapers as per the format prescribedby TERC, in respect to Tariff Proposal filed by TSECL in English during the period ofengagement.

03. Regulatory Support to TSECL for all day to day and routine regulatory and commercialmatters pertaining to TERC, CERC, MOP, CEA, SAC, Planning Commission, GOT etc.

04. Preparation of compliance report for Directives issued by TERC in Tariff Order duringthe course of engagement.

05. Preparation and Submission of all written clarifications/ responses within a week to allqueries raised by TERC and written objections/suggestions of the objectors tillissuance of final order on Tariff Petition, ARR, Review petition and True-up petition onbehalf of TSECL. Submission of detailed written replies to the objections/ suggestionsof the objectors and queries of TERC received during the Public Hearing.

06. Providing Required deliverables from time to time in respect to Scope of Workdetailed towards Technical, Commercial and Legal support expected from theConsultant.





4. DELIVERABLES













4. DELIVERABLES










07. Undertaking various studies and Preparation of report related to Tariff Structure asrecommended by commission (TERC) from time to time — including but not limited to

a) Cost of Service studies which would serve as a tool for alignment of costs andcharges and submit details regarding the cost of service studies for each categoryor voltage level

b) Fresh Actuarial Valuation Study Report in respect to employee expenses (theRegulatory Consultant will get the Acturial Study done through a registeredActuary and the cost of the study will be borne directly by TSECL. However, theConsultant will support in getting the data and other requirements for theActuary)

c) Assessment Study of metered consumers as per the Regulations notified vide MYTRegulations, 2015

d) Assessment Study of un-metered consumers to establish base line norms as perthe Regulations notified vide MYT Regulations, 2015.

e) Study of Agriculture feeders segregated and not segregated in significant numbersto determine base line norms as per the regulations notified vide MYT regulations,2015.

08. Analysis/examination of all orders issued by the Commission on separate TariffPetitions and submission of detailed analysis report within two(2) weeks on thefinancial and other implications of such orders. The report will also haverecommendations for either adoption of the order of the Commission or filing ofappeals against the orders of the TERC on Tariff Petitions, before appropriate forum.

09. After the decision of the TSECL, Preparation and submission within two (2) weeks, theDraft appeal Petitions for filing before the Appellate Tribunal for Electricity at NewDelhi or, other Forum. The representative of the tariff consultant shall brief thenominated lawyer(s) of the TSECL at Agartala about the grounds of appeal to the fullsatisfaction of the conducting lawyers of the TSECL.

5. OTHER ASSISTANCE

In view of criticality of the entire procedure, The Consultant is to regularly makepresentations / submissions to the management of TSECL so as to complete the entireprocess in a timely manner.

6. QUALIFICATIONS/ELIGIBILITY OF CONSULTANT

6.1. The consultant must posses the following :

(i) The bidder should be a registered firm / legal entity.

(ii) Experience of undertaking or supporting power procurement costoptimization function for any licensed power utility.










5. OTHER ASSISTANCE















5. OTHER ASSISTANCE







(iii) Experience of design or implementation of software solution for powerprocurement cost optimization in any power utility. More weightage will begiven to proposal demonstrating implementation experience.

(iv) Minimum one number of project related to load or solar generationforecast operating (live) in India since last six months. With power utility.

(v) Extensive consulting experience in the power sector encompassing technicaland commercial aspects of generation, transmission and distribution.

(vi) At least 7 years of experience of providing consultancy services to a Centralor State Utility in accordance with the provisions of the Electricity Act 2003in the areas of

a. tariff petition preparation

b. regulatory affairs and

c. providing inputs to appeals and legal matters relating to tariff orregulation

(vii) Understanding of Technical aspects of power sector-generation,transmission and distribution,

(viii) Understanding of the economics of power sector-generation,transmission and distribution.

(ix) Power Trading Firms (Registered in IEX, PXIL) and their subsidiaries /affiliates are not allowed to participate in the bid due to conflict of interest.

6.2. Legal framework governing the power sector.

6.3. Consultants who can commit full t ime manpower deploymentexclusively for the assignment of the Corporation, as and whenrequired, will be eligible for consideration.

6.4. Consultants shall not be hired for any assignment that would be inconflict with their prior or current obligations to other clients or that may placethem in a position of not being able to carry out the assignments objectivelyand impartially. The consultant shall have to give an undertaking to thiseffect.

6.5. The majority of the key professional staff proposed must be regularemployees of the firm(s). No alternative to key professional staff may be
































proposed.

6.6. The consultant should have valid PAN number and service taxregistration.

6.7. The consultant should have adequate technical & financial capability tocarry out the task as per scope of work. The bidder should haveminimum average turnover of Rs.10.00 (ten) crores in consultancybusiness separately during the last three financial year precedingFY-2014-15 (bidder shall provide the photocopies of the relevant asproof of this).

7. MANPOWER DETAILS:

(i) The bidder is expected to propose a core team of 5 (five) persons on full timebasis who shall be stationed at the TSECL office at Agartala, Tripura for theduration of the assignment and shall be available on all working days. Subjectexperts/ senior functionaries in a back stopping or supervisory role would beexpected to contribute on need basis either remotely or on site as perrequirement. An overall deployment matrix for such staff as a pooled resourcemust be indicated in the bid. TSECL shall provide work space for the teamdeployed at Agartala. TSECL shall take interview of the manpower proposed byconsultant for final selection during engagement of consultant.

(ii) The team in question is meant to work with senior management at the utilitiesand must therefore have clearly demonstrated analytical and presentation skillsincluding ability to independently appear before the State’s regulator at itshearings or public consultation.

(iii) The selected bidder shall ensure that the core team is stationed and alwaysavailable at the TSECL office for the duration of the assignment.

(iv) In case of resignation or anticipated non availability of any member of the coreteam for a significant length of time, the selected bidder will be required toprovide a substitute with equivalent or better credentials. Detailed CV of thesubstitute will need to be shared and agreed with TSECL prior to actualdeployment. Failure in this regard will constitute a material breach of contract.

(v) Manpower details of the team which will execute the consultancy job should besubmitted as per Form-3 and must be responsive to the scope of work.


proposed.










proposed.










8. EXPERIENCE OF THE TEAM

Sl. No. Job Requirements and Experience

01. Program Manager — One

(Team Leader)

Role: Overall responsibility for timely delivery of all the deliverables as detailed inthe Tender Document. This is a senior position that will interact with topmanagement of Utility and assist in presentations to senior officers of GoT, Golfrom time to time.

This person needs to be nominated by the service provider at the time of bidsubmission. For this role an actual CV has to be given who will be part of theproject.

Qualifications:

1. 12+ years of overall experience

2. B Tech* plus MBA or CA or ICWA or M.Tech

Job Requirements and Experience:

Full Time

1. Minimum 10 years of Regulatory Filings and Program Managementexperience in Sector

2. Must be permanent employee with the current company on the date of bid3. Must have experience in at least three large-scale similar consulting

assignments of which one of them should be in a similar size and capacity tothat of the requirements

4. Experience in successful execution of at least one similar project for a powerutility

5. Experience in interacting with both business and technology teams6. Prior experience in Government project/ power sector in India,





(Team Leader)



Qualifications:




Full Time










(Team Leader)



Qualifications:




Full Time







02. Regulatory Domain and PPA Expert - To be Deployed at TSECL Head Quarter —One (Commercial & System Operation)

Role: The role of this resource will be to facilitate all the Regulatory Filings withappropriate Commission and should have good experience in PPA workingincluding, Approval of Power Purchase Agreement (PPA) and Supplementary PowerPurchase Agreement and Fuel Supply Agreement (FSA), Preparation of CompetitiveBidding documents for procurement of power from various sources, Assisting inEvaluation of bids received under the Competitive Bidding route conducted duringthe course of engagement and other related works.

Actual CV needs to be given for this role.

Qualifications:


B. Tech* plus MBA (Finance) / CA / ICWA/M.Tech


Full time

2. Minimum 5 years of Experience in the Regulatory filings as detailed in thescope of work

3. Minimum 5 years of Experience in the domain of Power Purchase relatedContracts and Regulatory filings as detailed in the scope of work

Others:

4. Strong written and oral communications skills.5. Must be permanent employee of the current company at the time of bid

submission.





Qualifications:




Full time



Others:


submission.





Qualifications:




Full time



Others:


submission.


03. Executives to be deployed at Discom Level— 1 (DISCOM Manager)

One at TSECL Head Quarter.

Role: At Discom level, he will be responsible for supporting the Discom officials inpreparation of data related to Regulatory filings. The resources should be wellversed with the Regulatory Developments and with the Tariff Regulations of allSERC's and CERC. The person will interact with top management and seniortechnical officers of Discoms. He will assist in presentations to TSECL, and seniorofficers of GoT, GoI from time to time in respect to Regulatory Filings.

For this role actual CV needs to be given who has to be part of the project.

Qualification:

1. 5 + years of overall experience

2. B. Tech. / MBA /CA/ICWA


Full Time

1. Minimum 5 years of Project Management experience in Power

2. Must be permanent employee of the current company on date of bidsubmission.

3. Experience in Regulatory Filings and other related areas.

4. Should have successfully managed timelines.

5. 3 years of cumulative experience in similar projects preferably in power / utilitiessector.

Others:

1. Strong written and oral communications skills. 2.

2. Strong analytical skills using advance IT tools






Qualification:




Full Time






Others:








Qualification:




Full Time






Others:




04. Executives to be deployed at Generation & Transmission Circle - 2 Nos.

Role: At Circle level, he will be responsible for supporting the Generation andTransmission officials in preparation of data related to Regulatory filings. Theresources should be well versed with the Regulatory Developments and with theTariff Regulations of all SERC's and CERC. The person will interact with topmanagement and senior technical officers of Generation & Transmission. He willassist in presentations to TSECL, and senior officers of GoT, GoI from time to time inrespect to Regulatory Filings, Operational & Financial performance.


Qualification:




Full Time






Others:



9. PROCEDURE FOR BIDDING

9.1. Collection and submission of bid documents

9.1.1. Collection of bid document

A set of Bid Documents and Terms & Conditions of bid may be downloadedfrom corporation’s website www.tsecl.in. However intending bidder shallhave to pay Rs.10,000/- in the form of Demand Draft in favour of TSECL as atender fee during submission of Bid Document specified below in para 9.2.1.

9.1.2. Contact Person

The address for collecting tender documents, submission of proposal and





Qualification:




Full Time






Others:













Qualification:




Full Time






Others:










requesting clarifications is:

Director (Tech), Tripura State Electricity Corporation LimitedBidyut Bhawan, North Banamalipur, Agartala, West Tripura, PIN –799001, FAX – 232 5345E-mail: [email protected]

9.1.3. Submission of bids

i. Tender must be accompanied with an earnest money of Rs.20,000/-(Rupees twenty thousand only) failing which the tender will be outrightrejected.

ii. The earnest money shall be deposited in favour of TSECL, Agartala,Tripura in the shape of Demand Draft. The earnest money depositedwill be refunded to each of un-successful bidder on application. In caseof successful bidder, it will be retained and no interest on earnestmoney will be payable. In the event, the successful bidder fail to signthe contract agreement with TSECL within 15 days after receivingnotice of award of Contract and fail to submit performance guaranteeas specify in this document, the earnest money deposit will be forfeitedto compensate caused to TSECL. The earnest money of the successfulbidder shall be returned after they will furnish the performanceguaranty. The earnest money shall be furnished in a separate sealedcover.

iii. Proposals must be submitted not later than 1500 hrs. on20-05-2019 Separate Technical and Financial proposals are requiredfor the assignment. One Separate sealed cover each shall besubmitted for the Financial (3 Copies) and Technical Bids (3 Copies). Theenvelopes should mention name of assignment and nature of Bid(Technical/Financial) at the Top and the name of the submitting bidderat left hand corner of the envelope. The bids shall be in the enclosedformats (Form 1 to 9).

iv. The Technical bids shall not indicate any particulars of the Financialbids otherwise the bids shall be liable to be rejected. All Technicaldocuments like literature, catalogues etc. shall be placed in the samesealed cover.

v. The proposal shall clearly indicate the names and designations of thepersons who shall be available to the TSECL on full time basis along withthe time schedule of availability of other team members showing the




















exact times of their availability for each assignment.

vi. Each page of bid should be numbered and signed by theauthorized signatory with the seal of the firm and the forwarding lettermust indicate the details of the enclosures attached.

vii. Proposals and all connected documents and subsequent reports (incase of selection as Consultant) should be submitted in ENGLISHonly.

viii. Consultants are required to state local cost in the Indian currency only.

ix. Proposals must remain valid 180'days after the last date forsubmission.

x. It should be clearly understood that in the event of the bidders failingto accept and execute the work order, if it is placed within the validityperiod of the offer, then the full amount of Earnest Money orPerformance Guarantee as applicable will be forfeited and the TSECL'sdecision in this respect will be final and binding on the Bidders.

9.2. The Bid Schedule

9.2.1. The Bid Schedules shall be as under:

1.Download of bid-documentsfrom TSECL web site

11-03-2019 to 26-03-2019

2. Pre-bid conference 05-04-20193. Last Date of Receipt of Bid 20-05-2019 up to 1500 hrs.

Proposals3. Opening of Technical Bids 20-05-2019 at 1600 hrs4. Opening of Financial Bids To be intimated later.

9.2.2. The technical bids shall be opened at 1600 hrs. on 20-05-2019 at the office ofC&T, TSECL by the Evaluation Committee in the presence of bidders, whowish to participate.

10. METHOD OF SELECTION OF BIDDER

10.1. The method of selection is: QCBS (Quality & Cost Based System).

10.2. The evaluation of bids shall be done by a committee as may be











11-03-2019 to 26-03-2019

















11-03-2019 to 26-03-2019








constituted by the corporate.

10.3. Technical Evaluation

10.3.1. The Technical evaluation will be done on criteria with maximummarks of 100 for each factor of the criteria shall be as follows: -

Sr. No. Particulars Marks1. Relevant credentials of the firm in power purchase cost

optimization, regulatory & tariff support, Generation,Transmission & Distribution.10 marks for each relevant assignment subject to maximum of40 marks

40

Experience of the firm with TSECL in the last 3 years5 mark for 1 relevant assignment successfully done in the last 3years

5

2. Experience of the firm in working with power sector in NorthEastern India (outside Tripura)5 marks for 1 assignment successfully completed in last 3 yearssubject to maximum of 15 marks

15

3. Suitability of CVs proposed for the assignmentThe CVs of project manager and 2 key team membersresponsible for project delivery, to be considered for evaluation(30% marks for educational background, 60% marks for relevantexperience and 10% marks for experience in Tripura/North EastIndia)

30

4. Approach and methodology for the assignment including extentof transfer of knowledge proposed

10

TOTAL 100

10.3.2. The minimum qualifying total score, for the technical bid shall be 70. Thefinancial bids of only those bidders shall be opened whose score is 70 orabove in technical bids. After technical evaluation is completed theCorporation shall inform those consultants whose proposals did not meetthe minimum qualifying mark or were considered non responsive to theterms of reference and the Financial proposals will be returned unopenedafter completing the selection process. Selected bidders, who have scoredmore than qualifying score, shall be informed about the date of openingof financial bids and they may attend the opening of financial bids at theoffice of the General Manager (Tech.).







40


5


15


30


10

TOTAL 100








40


5


15


30


10

TOTAL 100



10.4. Financial Evaluation

10.4.1. The financial proposals of the technically qualified Consultant will be openedby the Evaluation Committee in presence of those consultants or theirrepresentatives whose bids are shortlisted for financial evaluation.

10.4.2. The proposal with lowest evaluated cost will be given a financial score of100 and other proposals given financial scores that are inverselyproportional to their prices.

10.4.3. Evaluation of financial bids will lead to selection of consultant after addingof scores in technical and financial proposals with respective weightages,which shall be 80% for technical bid and 20% for financial bid.

10.5. Engagement of consultant

10.5.1. The Corporation will discuss the detailed work plan with the bidder with highestscore. Any suggestions that the bidder has made to improve the TORs,staffing details, activities to be undertaken by the consultants,reporting etc., as also the inputs required from the Commission toensure satisfactory implementation of the assignment will then be discussedwith this bidder and finalized. These discussions will be on the strictunderstanding that the amount quoted in the Bid document will not beincreased for any reason whatsoever.

10.5.2. Having selected Consultants, amongst other things, on the basis of an evaluationof the proposed key professional staff, the Corporation shall award a contracton the basis of the staff named in the proposal and, prior to the award ofcontract, will require assurances that this staff will be actually available. TheCorporation will not consider substitutions

during the contract period except in cases of genuine hardship subject to thesatisfaction of the Corporation.

10.5.3. The successful bidder shall enter into a contract with the Corporation in theprescribed format and shall commence the assignment as per scheduleassigned by the Corporation.

10.5.4. The successful bidder shall furnish a "Performance Bank Guarantee" equal to10% of the value of contract, which shall be valid for 180 days after thecompletion of the assignment.

10.5.5. If the Consultant finally selected for award of contract on basis of aboveprocedure, fails to enter into a contract within the time limit as may be


























prescribed by the Corporation, the Corporation will invite the consultant whohas scored the second highest score on consideration of Financial andTechnical bids for award of the contract.

11. TERMS OF PAYMENT

Payments would be made as per the following stages:

The Consultant will be paid a fee on monthly basis of the equivalent to 85% of the total fee(quoted price)/36 plus GST. The balance 15% of the monthly retention will be paid onquarterly based on a satisfactory performance of the consultant during the previous quarterwhich will be based on a review conducted by TSECL. The consultant will submit monthlyaction plan for short term milestone to be achieved and a quarterly action plan for mediumterm and long term milestone to be achieved.

12. OTHER CONDITIONS

12.1. The Corporation may hold weekly review meetings for fortnightly or morefrequently if so needed, with the Consultant during which senior/keypersonnel of Consultant shall be present.

12.2. The consultant shall not utilize or publish or disclose or part with anystatistics, data/proceeding or information collected for the purpose ofCorporation, without the express written consent of the Corporation. Theconsultant shall be duly bound to hand over the entire record of assignmentto the Corporation before the expiry of the contract.

The Corporation reserves the right to award the assignments to one or morebidders on the basis of the selection criterion or reject-any bid or to cancel theassignment(s) without assigning any reasons for the same. Failure to provide allinformation or conceal any information material to award of contract shall be atbidders own risk and may result into rejection of the proposals.




















Form 1

TECHNICAL PROPOSAL SUBMISSION FORM(To be placed along with Form2-7 in the sealed cover containing technical bid)

To,Tripura State Electricity Corporation Limited,Office of The AGM (C&SO),Bidyut Bhawan, North Banamalipur,Agaratala, Tripura (W)

Sir,

We, the undersigned, offer to provide the consulting services for the

following assignment in accordance with your advertisement/letter dated ... ... ... ... ... “

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

“... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

We are hereby submitting our proposal for the assignment which includes the

Technical Proposal and the Financial Proposal sealed under separate envelopes.

Each page of the proposal has been signed by the Authorized Signatory.

If negotiations are proposed by the Corporation at any stage we undertake to negotiate

on the basis of the proposed staff. Our Proposal is binding upon us and subject to the

modifications resulting from contract negotiations.

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

Yours sincerely,

Enclo.: As above.

Authorized Signatory:Name and Title of Signatory:Name of the Firm:Address:


Form 1



Sir,



... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

“... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...








Yours sincerely,

Enclo.: As above.



Form 1



Sir,



... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

“... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...








Yours sincerely,

Enclo.: As above.



Form 2

FIRM'S REFERENCESRelevant services carried out in the last five years

that best illustrate qualifications

(Using the format below, provide information on each reference / assignment for whichyour firm/entity, either individually as a corporate entity or as one of the major companieswithin an association, was legally contracted.)

1. Assignment Name:

2. Name & address of the client:

3. (i) Professional Staff including SeniorStaff (Project Director /Coordinator, Team Leader)Provided by Your Firm/entity(attach profiles).

(ii) No. of Staff-weeks; duration ofassignment

4. Start Date and Completion Date(Month/Year):

5. Details of Associated Consultants, ifany:

6. No. of Months of Professional Staff

Provided by AssociatedConsultants

7. Approx. Value of Services (inCurrent Indian Rs.):


Form 2




1. Assignment Name:










Form 2




1. Assignment Name:










Form 3

Technical ProposalFormat of Curriculum Vitae (CV) for proposed

Professional staff

1. Proposal position

2. Name of the Firm

3. Name of staff andnationality

4. Profess ion

5. Date of birth

6. Years with firm / equity

7. Membership inProfessional Societies

8. Details of task Assigned

9. KeyQualifications &experience

a) Degree/diploma (withspecialization if any)

b) Year of Passingc) Institute/Colleged) Area of expertisee) Details of relevant

experience


Form 3


Professional staff


2. Name of the Firm


4. Profess ion

5. Date of birth







experience


Form 3


Professional staff


2. Name of the Firm


4. Profess ion

5. Date of birth







experience


Form 4

Technical Proposal

Description of the methodology andWork plan for performing the assignment

(Also mention any specific support required from the Corporation)


Form 4

Technical Proposal




Form 4

Technical Proposal




Form 5

Technical ProposalActivity (work) schedule

(May include flow-diagram and/or PERT Chart for details)

Assumed Zero Point:

TASK Completion Date with

reference to assumed

zero point

1.

2.

3.

4.

5.

6.

7.

8.

9.


Form 5



Assumed Zero Point:



zero point

1.

2.

3.

4.

5.

6.

7.

8.

9.


Form 5



Assumed Zero Point:



zero point

1.

2.

3.

4.

5.

6.

7.

8.

9.


Form 6

Technical ProposalTEAM COMPLETION AND TASK ASSIGNMENT

Technical / managerial Staff

Name Position Task Availabilityschedule (inweeks of theassignment)1 2 3 4 5

1.

2.

3.

4.

5.

6.

7.

8.

9.


Form 6




1.

2.

3.

4.

5.

6.

7.

8.

9.


Form 6




1.

2.

3.

4.

5.

6.

7.

8.

9.


Form 7

Technical ProposalDescription of extent of transfer of knowledge and

Documents / working to Corporation


Form 7




Form 7




Form 8

FINANCIAL PROPOSAL SUBMISSION FORM(To be placed along with Form 9 in the sealed cover containing financial bid)


Sir,

We, the undersigned, offer to provide the consulting services for thefollowing assignment in accordance with your advertisement/ letter dated ... ... ... ...

“... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...“

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

We are hereby submitting our Financial Proposals (Form 9) sealed under separateenvelope for the above assignment. Our attached Financial Proposal is for thesum of ... ... ... ...... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... .. . [Amount in words and figures] for thisassignment. This amount is inclusive of our professional fee, profits and all taxes & levieswhich we have estimated at ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...[Amount in words and figures] for the assignment.

Our Financial Proposal shall be binding upon us subject to the modification resultingfrom Contract negotiations, made by the Corporation at its discretion. Each page of theproposal has been signed by the Authorized Signatory:

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

Form 7

Yours sincerely,



Form 8



Sir,


“... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...“

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...




Form 7

Yours sincerely,



Form 8



Sir,


“... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...“

... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...




Form 7

Yours sincerely,



Form 9

Financial ProposalSummary of costs

Costs Amounts (s) Rs.Total (A+B+C)(in figures and words)

Taxes PayableTotal Amount of the Proposal (infigures and words)

Break-up of manpower costsPerson'sName

No. of Weeks EquivalentMonths

Rate/Person / month

Amounts (s) Rs.

TOTAL (A) :

Cost of software solution : Amounts (s) Rs.

TOTAL (B) :

Break-up of other costs

Expense Type Amounts (s) Rs.

Establishment Expenses*

Travel Expenses*

Communication Expenses*

Other Overheads*

Total (C)

* Please provide full details.


Form 9






Rate/Person / month

Amounts (s) Rs.

TOTAL (A) :


TOTAL (B) :




Travel Expenses*


Other Overheads*

Total (C)



Form 9






Rate/Person / month

Amounts (s) Rs.

TOTAL (A) :


TOTAL (B) :




Travel Expenses*


Other Overheads*

Total (C)


Bid for Engagement of Consultant for Consultancy services on Generation, Transmission,Distribution, Trading & Purchase of Power & Renewable Purchase Obligation in order toachieve Power Procurement Cost Optimization.

Page 1 of 16

Tripura State Electricity Corporation Limited

GENERAL CONDITIONS OF CONTRACT

1. ContractDocuments

1.1 Subject to the order of precedence set forth in the Agreement, alldocuments forming the Contract (and all parts thereof) areintended to be correlative, complementary, and mutuallyexplanatory.

1.2 The Purchaser requires bidders, suppliers, and contractors toobserve the highest standard of ethics during the execution ofsuch contracts.

2. Interpretation 1.3 In this Contract unless a contrary intention is evident:

(a) the clause headings are for convenient reference only and donot form part of this Contract. The headings shall not limit,alter or affect the meaning of this Contract;

(b) unless otherwise specified a reference to a clause number is areference to all of its sub-clauses;

(c) unless otherwise specified a reference to a clause, sub-clauseor section is a reference to a clause, sub-clause or section ofthis Contract including any amendments or modifications tothe same from time to time;

(d) a word in the singular includes the plural and a word in theplural includes the singular;

(e) a word imparting a gender includes any other gender;

(f) a reference to a person includes a partnership and a bodycorporate;

(g) a reference to legislation includes legislation repealing,replacing or amending that legislation;

(h) where a word or phrase is given a particular meaning itincludes the appropriate grammatical forms of that word orphrase which have corresponding meanings;

(i) in the event of an inconsistency between the terms of thisContract and the Bid document and the proposal, the terms ofthis contract hereof shall prevail.

1.4 Entire Agreement

The Contract constitutes the entire agreement between the


Page 2 of 16


Purchaser and the Supplier and supersedes all communications,negotiations and agreements (whether written or oral) of partieswith respect thereto made prior to the date of Contract.

1.5 Amendment

No amendment or other variation of the Contract shall be validunless it is in writing, is dated, expressly refers to the Contract, andis signed by a duly authorized representative of each party thereto.

1.6 Non-waiver

(a) Subject to GCC Clauses 27 and 28 below, no relaxation,forbearance, delay, or indulgence by either party in enforcingany of the terms and conditions of the Contract or thegranting of time by either party to the other shall prejudice,affect, or restrict the rights of that party under the Contract,neither shall any waiver by either party of any breach ofContract operate as waiver of any subsequent or continuingbreach of Contract.

Any waiver of a party’s right, power or remedies under theContract must be in writing, dated, and signed by anauthorized representative of the party granting such waiver,and must specify the right and the extent to which it is beingwaived.

1.7 Severability

If any provision or condition of the Contract is prohibited orrendered invalid or unenforceable, such prohibition, invalidity orunenforceability shall not affect the validity or enforceability ofany other provisions and conditions of the Contract.

3. Language 1.8 The Contract as well as all correspondence and documents relatingto the Contract exchanged by the Consultant and the Purchaser,shall be written in English. Supporting documents and printedliterature that are part of the Contract may be in another languageprovided they are accompanied by an accurate translation of therelevant passages in English, in which case, for purposes ofinterpretation of the Contract, this translation shall govern

1.9 The Consultant shall bear all costs of translation to English and allrisks of the accuracy of such translation.

4. Joint Venture, 1.10 If the Consultant is a joint venture, consortium, or association of


Page 3 of 16


Consortium orAssociation

persons, all of the members of such joint venture, consortium, orassociation of persons shall be jointly and severally liable to thePurchaser for the fulfilment of the provisions of the Contract. Themembers shall designate one party to act as a Lead Member withauthority to bind the joint venture, consortium, or association. Thecomposition or the constitution of the joint venture, consortium,or association shall not be altered without the prior consent of thePurchaser.

(a) For the purpose of fulfilment of it’s obligation as laid downunder the Contract where the Purchaser deems fit and unlessthe context requires otherwise, Supplier shall refer to the LeadMember who shall be the sole point of interface between thePurchaser and the Consortium and would be absolutelyaccountable for the performance of its own, the othermembers of Consortium and / or it’s teams and obligations.

(b) All payments shall be made by the Purchaser in favour of theLead Member.

(c) No amendment or modification shall be made to the MOUexecuted between the members of the Consortium at timebidding for empanelment, without the prior approval of thePurchaser.

5. Location 1.11 The Services shall be performed in Agartala or at such locationrequired by Utility.

6. Effectiveness ofContract

1.12 This Contract shall come into force and effect on the date (the“Effective date”) of the Utility’s Notice to the Consultantsconfirming that the following conditions have been met:

a) This Contract has been approved by Utility

b) Requisite Advance payment Bank Guarantee has beensubmitted.

7. Authority ofMember inCharge

1.13 The Consortium Members (if any) hereby authorize_____________ to act on their behalf in exercising the entireConsultants’ rights and obligations towards the Owner under thisContract, including without limitation the receiving of instructionsand payments from the Owner.

8. AuthorizedRepresentatives

1.14 Any action required or permitted to be taken, and any documentrequired or permitted to be executed under this Contract, may betaken or executed:


Page 4 of 16


a) on behalf of the Utility by Sri. Satish Kumar Singh, Director(Tech.), TSECL or his designated representative;

b) on behalf of the Consultants by …………………………………………. orhis designated representative.

9. Relationbetween theParties

1.15 Nothing contained herein shall be construed as establishing arelation of master and servant or of agent and principal asbetween the Utility and the Consultant. The Consultant, subject tothis Contract, has complete charge of Personnel performing theServices and shall be fully responsible for the Services performedby them or on their behalf hereunder.

10. Notices 1.16 Any Notice given by one party to the other pursuant to theContract shall be in writing to the address specified. The term “inwriting” means communicated in written form with proof ofreceipt.

1.17 Any such notice, request or consent shall be deemed to have beengiven or made when delivered in person to an authorizedrepresentative of the Party to whom the communication isaddressed, or when sent by registered post, telex, telegram, emailor facsimile to such Party at the following address:

1.18 For the Owner: Tripura State Electricity Corporation Limited

Attention: Sri. Satish Kumar Singh, Director (Tech.), TSECLTelegram: Bidyut Bhawan, Banamalipur, Agartala - 799001Facsimile: 0381 - 232 5345

1.19 For the Consultants: ………………………………………………………………………

Attention: ………………………………

Telegram: ………………………………..

Facsimile: …………………………………

1.20 Notice will be deemed to be effective as follows:

(a) in the case of personal delivery or registered mail, on delivery;

(b) in the case of telegrams, twenty four(24) hours followingconfirmed transmission;

(c) in the case of facsimiles, twenty four(24) hours followingconfirmed transmission

1.21 A Party may change its address for notice hereunder by giving the


Page 5 of 16


other Party notice of such change pursuant to this Clause.

11. Governing Law 1.22 The Contract shall be governed by and interpreted in accordancewith the laws of the India. The Courts in AGARTALA shall haveexclusive jurisdiction with respect of the tendering process, awardof contract and execution of contract.

12. Settlement ofDisputes

1.23 The Purchaser and the Supplier shall make every effort to resolveamicably by direct informal negotiation any disagreement ordispute arising between them under or in connection with theContract.

1.24 If the parties fail to resolve such a dispute or difference by mutualconsultation within twenty-eight (28) days from thecommencement of such consultation, either party may requirethat the dispute be referred for resolution to the formalmechanisms specified (Arbitration & Conciliation Act, 1996).

13. Scope of Work 1.25 The services to be rendered by Consultant shall be as per scope ofwork (Given in the Scope of Work). At the time of awarding thecontract, the Purchaser shall specify any change in the Scope ofWork. Such changes may be due to increase or decrease in thescope of work at the time of award.

1.26 Unless otherwise stipulated in the Contract, the Scope of Workshall include all such items not specifically mentioned in theContract but that can be reasonably inferred from the Contract asbeing required for attaining Delivery and Completion of RelatedServices as if such items were expressly mentioned in the Contract.

14. Commencementof Services

1.27 The Consultant shall begin carrying out the Services immediatelyviz. from the date of issue of LoI/Letter of Award (the "StartingDate"), or on such date as the Parties may agree in writing.

15. Delivery 1.28 The Delivery of services and Completion of the Related Servicesshall be in accordance with the milestones specified, Scope ofWork and acceptance of the services rendered by the Purchaser.

1.29 The Consultant, in relation to its deliverables, shall provide anysupporting data or information required by the Utility.

16. ConsultantResponsibilities

1.30 The Consultant shall provide the services mentioned in the Scopeof Work and the Delivery and Completion Schedule, as per Scopeof Work.


Page 6 of 16


17. Purchaser’sResponsibilities

1.31 For successful completion of the assignment, as and whenrequired by the Consultant, the Utility shall provide data andsupport based on availability of the same and without prejudice. Inthe event that the appropriate utility is unable to provide therequired data or support for a requirement which the Consultantcannot be reasonably expected to procure on its own or fromalternate sources, the Consultant’s failure to deliver shall not beheld against it.

1.32 The Consultant shall bear all costs involved in the performance ofits responsibilities, in accordance with GCC Clause 18.

1.33 The CIO or equivalent authority of TSECL shall act as the nodalpoint for implementation of the contract and for issuing necessaryinstructions, approvals, commissioning, acceptance certificates,payments etc. to the Consultant.

1.34 The CIO or equivalent authority of TSECL shall approve all suchdocuments within 30 working days.

1.35 Purchaser may provide on Supplier’s request, particulars /information / or documentation that may be required by theSupplier for proper planning and execution of Scope of Workunder this contract.

1.36 Purchaser shall provide to the Supplier sitting space and in thePurchaser’s offices at such location as may be mutually decided bythe Parties.

18. Contract Price 1.37 The Contract Price shall be as specified in the Agreement subjectto any additions and adjustments thereto, or deductions therefrom, as may be made pursuant to the Contract.

1.38 Prices charged by the Consultant for the service provided underthe Contract shall not vary from the prices quoted by theConsultant in its bid.

19. Terms ofPayment

1.39 The Contract Price shall be paid in the manner specified in theTerms of Reference. No invoice for extra work/change order onaccount of change order will be submitted by the Supplier unlessthe said extra work /change order has been authorized/approvedby the Purchaser in writing.

1.40 The Consultant’s request for payment shall be made to thePurchaser in writing, accompanied by invoices describing, asappropriate, Services provided, accompanied by the documentssubmitted pursuant to GCC Clause 15. The Consultant shall submit


Page 7 of 16


the bills in triplicate to the concerned utility.

1.41 Payments shall be made promptly by the Purchaser, not later thansixty (60) days after submission of an invoice along with supportingdocuments or request for payment by the Supplier, and thePurchaser has accepted it. But if the progress is not satisfactoryand according to agreed work program/schedule the payment maybe withheld.

1.42 The final payment under this Clause shall be made only aftersatisfactory completion of the activities mentioned in the Scope ofWork.

1.43 If any excess payment has been made by the Purchaser due todifference in quoted price in proposal and Supplier’s invoice, thepurchaser may without prejudice to its rights recover suchamounts by other means after notifying the Supplier or deductsuch excess payment from any payment subsequently falling dueto the Consultant

20. Taxes and Duties 1.44 The Consultant and the personnel shall pay the taxes, duties, fees,levies and other impositions levied under the existing, amended orenacted laws during life of this contract and the Utility shallperform such duties in regard to the deduction of such tax as maybe lawfully imposed.

1.45 Payment of taxes/duties shall not be made separately in any case.

21. PerformanceSecurity

1.46 The Supplier shall, within fifteen (15) days of the notification ofContract award, provide a Performance Security for the dueperformance of the Contract in the amounts and currenciesspecified.

1.47 The Purchaser shall at its sole discretion invoke the PerformanceSecurity and appropriate the amount secured there under, in theevent that the Supplier commits any delay or default in Servicesrendered or commits any breach of the terms and conditions ofthe Contract.

1.48 The Performance Security shall be denominated in the currenciesof the Contract, and shall be in one of the forms stipulated by thePurchaser.

1.49 The Performance Security shall be discharged by the Purchaser andreturned to the Consultant not later than twenty-eight (28) daysfollowing the date of completion of the Supplier’s performance


Page 8 of 16


obligations under the Contract, unless specified.

22. ConfidentialInformation

1.50 The Consultant/Consortium and the personnel of any of them shallnot either during the term or within two (2) years after theexpiration of this contract, disclose any proprietary or confidentialinformation relating to the Project, the Services, this Contract orthe Owner’s business or operations without the prior writtenconsent of the owner.

1.51 The Purchaser shall not use such documents, data, and otherinformation received from the Supplier for any purposes unrelatedto the Contract. Similarly, the Supplier shall not use suchdocuments, data, and other information received from thePurchaser for any purpose other than the design, procurement, orother work and services required for the performance of theContract.

1.52 The obligation of a party under this clause, however, shall notapply to information that:

(a) now or hereafter enters the public domain through no fault ofthat party;

(b) can be proven to have been possessed by that party at thetime of disclosure and which was not previously obtained,directly or indirectly, from the other party; or

(c) Otherwise lawfully becomes available to that party from athird party that has no obligation of confidentiality.

1.53 The above provisions of GCC Clause 23 shall not in any way modifyany undertaking of confidentiality given by either of the partieshereto prior to the date of the Contract in respect of the Supply orany part thereof.

1.54 The provisions of GCC Clause 23 shall survive completion ortermination, for whatever reason, of the Contract.

23. Subcontracting 1.55 The Consultant shall not be permitted to sub-contract any part ofits obligations under the Contract with the utilities.

24. Service Quality 1.56 The Purchaser may reject any Service rendered or any part thereofthat fail to conform to the specifications. The Supplier shall takemeasures necessary to meet the specifications at no cost to thePurchaser.

25. Liquidated 1.57 Except as provided under GCC Clause 27, if the Supplier fails to


Page 9 of 16


Damages andPenalty

perform any or all of the Services within the period specified in theContract, the Purchaser may without prejudice to all its otherremedies under the Contract, deduct from the Contract Price, asliquidated damages, a sum equivalent to 0.5% of the value of theServices, supplied beyond stipulated delivery schedule for eachweek or part thereof of delay until actual performance, subject toa maximum of 10% of value of such services.

26. Change in Lawsand Regulations

1.58 Unless otherwise specified in the Contract, if after the date of theInvitation for Bids, any law, regulation, ordinance, order or bylawhaving the force of law is enacted, promulgated, abrogated, orchange in the place of the Purchaser’s country where the Site /area of work is located (which shall be deemed to include anychange in interpretation or application by the competentauthorities) that subsequently affects the Delivery Date, then suchDelivery Date shall be correspondingly increased or decreased, tothe extent that the Supplier has thereby been affected in theperformance of any of its obligations under the Contract.

27. Force Majeure 1.59 For the purposes of this Contract, "Force Majeure" means an eventwhich is beyond the reasonable control of a Party, and whichmakes a Party's performance of its obligations hereunderimpossible or so impractical as reasonably to be consideredimpossible in the circumstances, and includes, but is not limited to,war, riots, civil disorder, earthquake, fire, explosion, storm, floodor other adverse weather conditions, strikes, lockouts or otherindustrial action (except where such strikes, lockouts or otherindustrial action are within the power of the Party invoking ForceMajeure to prevent), confiscation or any other action bygovernment agencies.

1.60 Force Majeure shall not include:

a) Any event which is caused by the negligence or intentionalaction of a Party or such Party’s Sub-consultants or agents oremployees, nor

b) Any event which a diligent Party could reasonably have beenexpected to both (i) take into account at the time of theconclusion of this Contract, and (ii) avoid or overcome in thecarrying out of its obligations hereunder.

1.61 The failure of a Party to fulfil any of its obligations hereunder shallnot be considered to be a breach of, or default under, this Contractin so far as such inability arises from an event of Force Majeure,provided that the Party affected by such an event has taken allreasonable precautions, due care and reasonable alternative


Page 10 of 16


measures, all with the objective of carrying out the terms andconditions of this Contract.

1.62 A Party affected by an event of Force Majeure shall take allreasonable measures to remove such Party's inability to fulfil itsobligations hereunder with a minimum of delay.

1.63 A Party affected by an event of Force Majeure shall notify theother Party of such event as soon as possible, and in any event notlater than fourteen (14) days following the occurrence of suchevent, providing evidence of the nature and cause of such event,and shall similarly give notice of the restoration of normalconditions as soon as possible.

1.64 The Parties shall take all reasonable measures to minimize theconsequences of any event of Force Majeure.

1.65 The decision of the Purchaser with regard to the occurrence,continuation, period or extent of Force Majeure shall be final andbinding on the Supplier.

1.66 Any period within which a Party shall, pursuant to this Contract,complete any action or task, shall be extended for a period equalto the time during which such Party was unable to perform suchaction as a result of Force Majeure.

1.67 Not later than thirty (30) days after the Consultant, as the result ofan event of Force Majeure, have become unable to perform amaterial portion of the Services, the Parties shall consult with eachother with a view to agreeing on appropriate measures to be takenin the circumstances.

28. Extensions ofTime

1.68 If at any time during performance of the Contract, the Suppliershould encounter conditions impeding timely completion ofServices pursuant to GCC, the Supplier shall promptly notify thePurchaser in writing of the delay, it’s likely duration, and its cause.As soon as practicable after receipt of the Supplier’s notice, thePurchaser shall evaluate the situation and may at its discretionextend the Supplier’s time for performance, in which case theextension shall be ratified by the parties by amendment of theContract.

1.69 Except in case of Force Majeure, as provided under GCC Clause 27or where the delay in delivery of the Goods or completion ofServices is caused due to any delay or default of the Purchaser, anyextension granted under clause 34 shall not absolve the Supplierfrom its liability to the pay of liquidated damages pursuant to GCC


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Clause 28.

29. Suspension 1.70 The Utility may, by written notice of suspension to theConsultants, suspend all payments to the Consultants hereunder ifthe Consultants fail to perform any of their obligations under thisContract, including the carrying out of the Services as perschedule, provided that such notice of suspension (i) shall specifythe nature of the failure, and (ii) shall request the Consultants toremedy such failure within a period not exceeding Seven (7) daysafter receipt by the Consultants of such notice of suspension andshall invoke contract performance guarantee.

30. Termination 1.71 Termination of Contract for Failure to Become Effective

(a) If this Contract has not become effective within seven (7) daysof the date hereof, either Party may, by not less than twoweeks (2) weeks' written notice to the other Party, declarethis Contract to be null and void, and in the event of such adeclaration by either Party, neither Party shall have any claimagainst the other Party with respect hereto.

1.72 Termination for Default

(a) The Purchaser may, without prejudice to any other remedy forbreach of Contract, by Notice of default sent to the Consultantterminate the Contract in whole or in part:

i. if the Consultant fails to provide acceptable quality ofServices within the period specified in the Contract, orwithin any extension thereof granted by the Purchaserpursuant to GCC Clause 28;

ii. if the Consultant commits any breach of the Contractand fails to remedy or rectify the same within the periodof two weeks (or such longer period as the Purchaser inits absolute discretion decide) provided in a notice inthis behalf from the Purchaser.

iii. If the Consultant fail to comply with any final decisionreached as a result of arbitration proceedings pursuantto Clause 12 of GCC.

iv. If, as the result of Force Majeure, the Consultant isunable to perform a material portion of the Services fora period of not less than sixty (60) days.

(b) In the event the Utility terminates the Contract in whole or in


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part, pursuant to GCC Clause30, the Utility may procure, uponsuch terms and in such manner as it deems appropriate,Goods or Services similar to those undelivered or notperformed, and the Consultant shall be liable to the Utility forany additional costs for such similar Goods or Services.However, the Supplier shall continue performance of theContract to the extent not terminated.

1.73 Termination for Insolvency

The Purchaser may at any time terminate the Contract by givingNotice to the Consultant if the Supplier becomes bankrupt orotherwise insolvent. In such event, termination will be withoutcompensation to the Consultant, provided that such terminationwill not prejudice or affect any right of action or remedy that hasaccrued or will accrue thereafter to the Purchaser.

1.74 Termination for Convenience

(a) The Purchaser, by Notice sent to the Consultant, mayterminate the Contract, in whole or in part, at any time for itsconvenience. The Notice of termination shall specify thattermination is for the Purchaser’s convenience, the extent towhich performance of the Consultant under the Contract isterminated, and the date upon which such terminationbecomes effective.

1.75 Consequences of Termination

Upon Termination of the Contract, the Consultant shall:

(a) Prepare and present a detailed exit plan within five calendardays of termination notice receipt to the CIO or equivalentauthority of TSECL (“Exit Plan”)

(b) The CIO or equivalent authority and along with designatedteam will review the Exit plan. If approved, Supplier shall startworking on the same immediately. If the plan is rejected,Consultant shall prepare alternate plan within two calendardays. If the second plan is also rejected, CIO or equivalentauthority will provide a plan for Supplier and it should beadhered by in totality.

(c) The supplier and CIO or equivalent authority will sign acompletion certificate at the end of successful completion (allpoints tracked to closure) of the Exit Plan.

31. Cessation of 1.76 Upon termination of this Contract pursuant to Clause 30 hereof, or


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Rights andObligations

upon expiration of this Contract pursuant to Clause 43 hereof, allrights and obligations of the Parties hereunder shall cease, except

a) Such rights and obligations as may have accrued on the dateof termination or expiration,

b) The obligation of confidentiality set forth in Clause 22 hereof,

c) Any right which a Party may have under the Applicable Law.

32. Cessation ofServices

1.77 Upon termination of this Contract by notice to pursuant to Clause36 hereof, the Consultants shall, immediately upon dispatch orreceipt of such notice, take all necessary steps as provided inClause 36 hereof, to bring the Services to a close in a prompt andorderly manner and shall make every reasonable effort to keepexpenditures for this purpose to a minimum.

33. Payment uponTermination

1.78 Upon termination of this Contract pursuant to Clause 30 hereof,the Utility shall make the following payments to the Consultant:

a) Remuneration pursuant to Services satisfactorily performedprior to the effective date of termination;

b) Reimbursable expenditures pursuant for expenditures actuallyincurred prior to the effective date of termination; and

c) Except in the case of termination pursuant failure to perform,insolvency of the Consultant, deliberate false submission bythe Consultant or for failure to comply with the final decisionof an arbitration process, reimbursement of any reasonablecost incident to the prompt and orderly termination of theContract.

34. Assignment 1.79 The Consultant shall not assign to any other party, in whole or inpart, their obligations under this Contract.

35. Disclaimer 1.80 Purchaser reserves the right to share, with any consultant of itschoosing, any resultant Proposals in order to secure expertopinion.

1.81 Purchaser reserves the right to accept or reject any proposaldeemed to be in the best interest of the TSECL

36. Public Disclosure 1.82 All materials provided to the Purchaser by bidder are subject toCountry and TRIPURA public disclosure laws such as RTI etc.

1.83 The Consultant’s Team shall not make or permit to be made a


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public announcement or media release about any aspect of thisContract unless the Purchaser first gives the Consultant its writtenconsent.

37. Adherence tosafetyprocedures, rulesregulations andrestriction

1.84 Consultant shall comply with the provision of all laws includinglabour laws, rules, regulations and notifications issued there underfrom time to time. All safety and labour laws enforced by statutoryagencies and by Purchaser shall be applicable in the performanceof this Contract and Vendor’s Team shall abide by these laws.

1.85 The Consultant shall take all measures necessary or proper toprotect the personnel, work and facilities and shall observe allreasonable safety rules and instruction. Supplier’s Team shalladhere to all security requirement/regulations of the Purchaserduring the execution of the work. Purchaser’s employee also shallcomply with safety procedures/policy.

1.86 The Supplier shall report as soon as possible any evidence, whichmay indicate or is likely to lead to an abnormal or dangeroussituation and shall take all necessary emergency control steps toavoid such abnormal situations.

38. Removal and/orReplacement ofPersonnel

1.87 Except as the appropriate Utility may otherwise agree, no changesshall be made in the Personnel. If, for any reason beyond thereasonable control of the Consultants, it becomes necessary toreplace any of the Personnel, the Consultants shall forthwithprovide as a replacement a person of equivalent or betterqualifications.

(b) If the Utility:

a) Finds that any of the Personnel has committed seriousmisconduct or has been charged with having committed acriminal action, or

b) Has reasonable cause to be dissatisfied with the performanceof any of the Personnel, then the Consultant shall, at theUtility’s written request specifying the grounds therefore,forthwith provide as a replacement a person withqualifications and experience acceptable to the Utility.

c) Any of the Personnel provided as a replacement under Clauses(a) and (b) above, the rate of remuneration applicable to suchperson as well as any reimbursable expenditure (includingexpenditures due to the number of eligible dependents) theConsultant may wish to claim as a result of such replacement,shall be subject to the prior written approval by the Utility.


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Except as the Utility may otherwise agree,

1.88 The Consultant shall bear all additional travel and other costsarising out of or incidental to any removal and/or replacement,and

1.89 The remuneration to be paid for any of the Personnel provided asa replacement shall not exceed the remuneration which wouldhave been payable to the Personnel replaced.

39. Fairness andGood Faith

1.90 The Parties undertake to act in good faith with respect to eachother's rights under this Contract and to adopt all reasonablemeasures to ensure the realization of the objectives of thisContract.

1.91 Operation of the Contract: The Parties recognize that it isimpractical in this Contract to provide for every contingency whichmay arise during the life of the Contract, and the Parties herebyagree that it is their intention that this Contract shall operate fairlyas between them, and without detriment to the interest of eitherof them, and that, if during the term of this Contract either Partybelieves that this Contract is operating unfairly, the Parties will usetheir best efforts to agree on such action as may be necessary toremove the cause or causes of such unfairness, but no failure toagree on any action pursuant to this Clause shall give rise to adispute subject to arbitration in accordance with Clause 12 hereof.

40. Insurance 1.92 The Consultant shall take and maintain at their own cost,insurance coverage against the risks of their personnel andproperties relating to this assignment.

41. Conflict ofInterest

1.93 The Consultant shall not engage, and shall cause their Personnelnot to engage, either directly or indirectly, in any business orprofessional activities which would conflict with the activitiesassigned to them under this Contract.

1.94 If the Consultant is found to be involved in a conflict of interestsituation with regard to the present assignment, the Utility maychoose to terminate this contract as per Clause 30 of GCC.

42. Standard ofPerformance

1.95 The Consultant shall perform the Services and carry out theirobligations hereunder with all due diligence, efficiency andeconomy, in accordance with generally accepted techniques andpractices used with professional engineering and consultingstandards recognized by professional bodies, and shall observesound management, and technical and engineering practices, and


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employ appropriate advanced technology and safe and effectiveequipment, machinery, materials and methods. The Consultantsshall always act, in respect of any matter relating to this Contractor to the Services, as faithful advisers to the Owner.

43. Expiration ofContract

1.96 Unless terminated earlier pursuant to Clause 30 hereof, thisContract shall terminate when, pursuant to the provisions hereof,the Services have been completed and the payments ofremuneration and reimbursable expenditures have been made.