request for proposal (rfp) · 2016-07-08 · page 2 of 58 request for proposal (rfp) for selection...

of 58

Request for Proposal (RFP) For

Selection of two Consulting Agencies to assist the Science City/ GUJCOST in Selection of Implementing Agencies to Design,

Develop, Operate and Transfer (DDOT) Phase II Development at Gujarat Science City, Ahmedabad, and

5 Regional Science Museums at different locations in Gujarat &

Tropic of Cancer Science Park in Sabarkantha District

RFP Reference No. GUJCOST/2016/RFP-01

Last Date for Submission of Price Bid in response to this RFP: 25.07.2016 on 13:00 hours

Investing in Science: Investing in the Future!

GUJARAT COUNCIL ON SCIENCE & TECHNOLOGY

[GUJCOST] Dept of Science & Technology, Govt of Gujarat

Block B, 7th Floor, M.S. Building Sector 11, Gandhinagar – 382 011

Gujarat, India Email: [email protected]

URL: www.gujcost.gujarat.gov.in

of 58

Request for Proposal (RFP) for

Selection of two Consulting Agencies to assist the Science City/GUJCOST in Selection of Implementing Agencies to Design, Develop, Operate and Transfer

(DDOT) Phase II Development at Gujarat Science City, Ahmedabad, and 5 Regional Science Museums at different locations in Gujarat

& Tropic of Cancer Science Park in Sabarkantha District

Disclaimer:

This RFP document spells out only indicative Terms of Reference (ToR) and scope of the project. Subsequent to the second Pre-Bid Meeting, the modified RFP with final Terms of Reference (ToR), scope of the project and other relevant amendments will be provided to the Bidders for the submission of their Financial Bids.

This RFP is neither an agreement and nor an offer by the GUJCOST (Council) to the prospective Bidders or any other person. The purpose of this RFP is to provide interested parties with information that may be useful to them in making their proposal (Proposal) pursuant to this RFP.

The issuance of this RFP does not imply that the GUJCOST (Council) is bound to select a Bidder or to appoint the Selected Bidder, as the case may be, for the Consultancy and it (GUJCOST) reserves the right to reject all or any of the Bids or Proposals without assigning any reason whatsoever.

of 58

Table of Contents

Abbreviations/Acronyms 5 1. Background 6 2. Concept Plan for Development of Science City 7 2.1 Vision, Theme and Scope 7 2.2 Approach and Methodology 9 2.3 Tentative Budget for Actual Development Scope 9 3. Scope of work 10 3A Consulting Agency for Science City 3A.1 Land use / layout plan for the entire Science City - Master

Conceptual Plan 10

3A.2 Design, develop, operation / maintenance for 5 years for the following pavilions

11

3.B Consulting Agency for RSMs and Tropic of Cancer Science Park

12

3B.1 Selection of a Consulting Agency for Regional Science Museums in three regions in the state

13

3B.2 Design and develop the Tropic of Cancer Science Park on Himmatnagar Highway in Gujarat

15

4. Terms of Reference 15 5. General Instructions to the Bidders 17 5.1 Bid Processing Fees 19 5.2 Bid Security (Earnest Money Deposit) 19 5.3 Performance Security/Security Deposit 20 5.4 Amendment of Bidding Documents 20 5.5 Bid Forms 21 5.6 Bid Price 21 5.7 Bid Due Date &Validity 22 5.8 Modification and Withdrawal of Bids 22 5.9 Opening of Bids by GUJCOST 23 6. Contacting GUJCOST/ DST 23 7. Schedule of Events 23 8. Pre-bid meeting 24 9. Bidding Process (Methodology) for the Selection of

Consulting Agency 24

10. Notification of Award / Order 25 11. Signing of Contract (Execution of Agreement) 25 12. Commencement of Assignment 26 13. Deliverables and Payment Terms 26 13.1 Proposed Project Schedule and Deliverables at Gujarat

Science City, Ahmedabad, 5 RSMs and Tropic of Cancer Science Park in Sabarkantha District

26

13.2 Payment Milestones & Terms 28 14. Annexure Annexure - 1: Bid Covering Letter 29 Annexure - 2: Format for Bid Letter Form 30

of 58

Annexure - 3: Format for Earnest Money Deposit in the form of Bank Guarantee

31

Annexure - 4: Format for Performance Bank Guarantee 33 Annexure - 5: Bidder’s Information 35 Annexure - 6: Information Regarding any Conflicting Activities

and Declaration thereof 36

Annexure - 7: Financial Proposal Submission Form 37 Annexure - 8: Format for Financial Proposal 38 Annexure - 9: Contract Form 39 Annexure - 10: General Terms and Conditions of Contract 41 1. Definitions & Interpretation 41 2. Heading 43 3. Contract Obligations 43 4. Lack of Information to Bidder 43 5. Obligations of the Consulting Agency 43 6. Obligations of the Council 47 7. Fraudulent & Corrupt Practices 48 8. Penalty Clauses 49 9. Force Majeure 49 10. Suspension 51 11. Termination 51 12. Representation and Warranties 53 13. Indemnification 53 14. Documents Prepared by the Consultant to be the

Property of the Council (GUJCOST) 54

15. Limitation of Liability 54 16. Confidentiality 54 17. Use of Agreement Documents and Information 55 18. Commencement, Completion, Modification and

Termination of Contract 56

19. Taxes and Duties 56 20. Books & Records 56 21. Fairness and Good Faith 57 22. Resolution of Disputes 57 23. Notices 58 24. Relationship between the Parties 58 25. “Period of Agreement” or “Consultancy Contract

Period” 58

26. Governing 58 27. Language 58

of 58

Abbreviations/Acronyms

Abbreviation Description DST Department of Science and Technology EMD Earnest Money Deposit

GCSC Gujarat Council of Science City GIL Gujarat Informatics Limited GoG Government of Gujarat GoI Government of India

GUJCOST Gujarat Council on Science & Technology IoT Internet of Things IT Information Technology

PBG Performance Bank Guarantee RFP Request For Proposal

of 58

This RFP comprises the Disclaimer set forth hereinabove, the contents as listed below and shall additionally include any Addendum / Amendment issued

in accordance with Clause 5 (xvi). 1. Background The Gujarat Council of Science City (GCSC), working under the aegis of the Department of Science & Technology, Govt of Gujarat has emerged as an effective and a large scale science education and popularisation platform in the State and country to promote innovative and experimental activities through hands-on activities and minds-on exposures. The Government of Gujarat has established the GCSC to conceptualise, develop and operate Gujarat Science City. The GCSC has been registered under the Societies of Registration Act, 1860. The Chief Secretary to the Govt of Gujarat is the Chairman and the Secretary, Dept of Science & Technology, Govt of Gujarat is the Member Secretary of the GCSC respectively. The Governing Council includes many senior level bureaucrats of Gujarat, eminent scientists, academics, architects and planners. At the initial stages, exhibits for the different theme pavilions have been fabricated at Kolkata, Delhi, Pilani, Baroda, Ahmedabad, Hyderabad and Bangalore with the direct involvement of various scientists and technologists of the country. The approach and methodology of the Gujarat Science City is focused on informal community based learning which is different from the formal mode of education. All the programmes are intended to enliven the imagination, foster creativity and develop a spirit of inquiry, especially in young minds. School-children, during their visit, discover the wonders of science and technology and get an access to the most exciting and contemporary form of entertainment regardless of the social stratum, education or age group and create a culture of learning. The Gujarat Science City is being developed in a phased manner and conceptualised on hexagonal grid patterns that house various theme pavilions. The first phase of the Science City consists of the India’s First IMAX 3D Theatre, Hall of Space, Hall of Science, Energy Education Park, Children Activity Centre, Musical Fountain, Amphitheatre, LED Screen, Life Science Park, Planet Earth, Simulator, Auditorium and basic amenities like parking and cafeteria amid the beautiful landscape of the campus. It is now a popular destination of interest to one and all. The second phase has already been initiated with more applied and cutting edge science and technology themes. The Gujarat Council on Science and Technology (GUJCOST) was established in September 1986 to play a catalytic role in promoting the use of Science and Technology (S&T) in the development process of the State of Gujarat. The GUJCOST was constituted with a view to develop technologies appropriate to and in harmony with present conditions. Accordingly, the State Council is identifying the areas in which Science and Technology can be applied for development activities and achieve the goals of the State, with a particular emphasis to eliminate the prevailing backwardness, rural unemployment and poverty. It was also felt necessary to establish effective communication and other links between, and coordinate the

of 58

activities of, the centres of Scientific and Technological Research, Government agencies and industries in order to promote the application of Science and Technology in the State. 2. Concept Plan for Development of Science City

2.1 Vision, Theme and Scope The concept and design of the Gujarat Science City would be of world-class design with cutting edge Science, Technology and Innovation and would serve as a model for the 21st century experiential education in science, math, technology, engineering, space, and an exemplary “green” building that would serve as an environmental teaching lab. The concept and design would be a landmark, leading-edge science and technology exploration centre targeting, stimulating, and inspiring the inquisitive minds. It would be more than just an exciting place to explore, would be home to a sustainable, collaborative, socially engaged organisation managing a dynamic network of science and technology-related programming that reaches out across the length and breadth of the country. With new breed of exhibits and frontier areas of Science & Technology and the high-tech based presentations, the Phase II development of the Gujarat Science City will be both a catalyst and an epicentre of science, technology, engineering, and math (STEM) learning for people from all ages — for igniting wonder and inspiring curiosity about the world around us. For the development, the Gujarat Council of Science City (GCSC) is looking forward to having the following science theme areas as probable galleries:

Planetarium, Space Science Automobiles Aquatic Life Science Nanotechnology Robotics Defence Technology Aviation Marine Navigation / Shipping Mechanics / Machines Glass / Ceramics / Textiles Biotechnology Electronics Quantum Physics Internet of Things Biology Botanical Garden Energy

Human Science Mathematics Chemistry Computational Science

of 58

The above pavilions will be designed and developed in a phased manner. In the phase II development, the approach would be to prepare a land-use/layout plan for the land within the Science City, earmarking tentative layout with position for possible galleries and undertaking actual gallery development along with the procurement of objects/artefacts/ instruments for these 3 galleries. The Council currently looks at developing the following three full-fledged galleries as part of the scope of work of this RFP at Science City, Ahmedabad:

1. Botanical Garden & Butterfly Park over an estimated 7 hectare area 2. Robotics gallery 3. Aquatic gallery

Besides, as a part of development under the current scope (phase II development), citizen walkways, common facilities, parking areas, rest rooms, refreshment areas, etc will also be planned. The current scope of this RFP is to select a Consulting Agency which will assist the Science City/GUJCOST in preparation of RFP for selecting the Implementing Agency for the project, including specifying scope of work, carrying out bid process and other details for the Implementing Agency, who will be responsible for the Design, Develop, Operate and Transfer (DDOT) of the project. This Implementing Agency would develop the Phase II of Science City, Ahmedabad. Thus, there would be one Implementing Agency for the Phase II of Science City, Ahmedabad. The Department of Science & Technology, Govt of Gujarat, through the GUJCOST has planned to establish five Regional Science Museums (RSM) at Rajkot, Patan, Bhavnagar, Bhuj and Vadodara, and a Tropic of Cancer Science Park in Sabarkantha District. Each of the RSMs will be established over an area of 10 acres with cutting edge Science & Technology. Through this RFP, the GUJCOST intends to engage a Consulting Agency who will assist the Council (GUJCOST) in preparation of RFP for selecting the Implementing Agencies for the five RSM projects and Tropic of Cancer Science Park project, specifying scope of work, carrying out bid process and other details for the DDOT Agencies (i.e. Implementing Agencies). These Implementing Agencies would develop the Regional Science Museums at Rajkot, Patan, Bhuj, Bhavnagar, Vadodara, and Tropic of Cancer Science Park in Sabarkantha District. Thus, there would be six Implementing Agencies, one for each Regional Science Museums (at Rajkot, Patan, Bhuj, Bhavnagar, Vadodara), and one for Tropic of Cancer Science Park in Sabarkantha District respectively (one Implementing Agency for each location). For each of these locations, the Consulting Agency shall prepare a comprehensive conceptual and execution plan to Design, Develop and Operate considering the best practices followed for a world-class infrastructure. Details for the same are provided below. The whole scope of work under this RFP is, therefore, divided into two parts, namely — (1) Phase II of Science City, Ahmedabad, (2) Regional Science Museums at Rajkot, Patan, Bhuj, Bhavnagar, Vadodara, and Tropic of Cancer Science Park in Sabarkantha District. For the first part of the Project, there would be one Implementing Agency, whereas for the second part of the Project, there would be six Implementing Agencies.

of 58

Accordingly, the GUJCOST (for short ‘Council’) invites bids/proposals in response to this RFP from the empanelled consulting agencies of the Gujarat Infrastructure Development Board (GIDB) in the sectors of education, tourism and urban infrastructure — who have strong technical and financial background with adequate consulting experience in infrastructure development, theme park and in providing consultancy services — for the selection of Implementing Agencies for development of both the parts of the Project in Design, Develop, Operate and Transfer (DDOT) model:

(1) First Part of the Project: Phase II of Science City, Ahmedabad. (2) Second Part of the Project: Regional Science museums at Rajkot, Patan,

Bhuj, Bhavnagar, Vadodara, and a Tropic of Cancer Science (ToC) Park in Sabarkantha District.

If a Consulting Agency is interested in bidding for both the parts of the Project (i.e. ‘Science City Ahmedabad’, and ‘RSMs & ToC Science Park’), then it shall make TWO Separate Bids. However, it is also clarified that a single Consulting Agency shall not be awarded contract for both the parts of the Project. All the prospective Consultants shall have sufficient qualified personnel, sub-consultants, and resources to accomplish all the services described herein within the prescribed time. The Consultant must be capable of furnishing all necessary professional, technical, legal, and expert services as required to complete all the elements of Consultancy assignment described below in the Scope of Work and Terms of Reference (ToR).

2.2 Approach and Methodology For the development, the approach in terms of collection of object / artefacts and kind of citizen engagement that the Council is visualising is as follows:

Every gallery object should be for ages 2 to 80 years old. Articles/ Objects/ Artefacts to cater to following type of interactions:

o Seeing the Object from a Distance o Touching the object o Lifting the object o Playing with the object o Movies/ Virtual Reality o Assembling / Building the object o Simulation / Feel Experience

2.3 Tentative Budget for Actual Development Scope

2.3.1 The Council visualises that full-fledged development of Science City

and all its galleries should make it a project in excess of Rs. 500 Crore. However, for the current task and Scope of Work, it is anticipated to invest around Rs. 75 Crore for Gujarat Science City Ahmedabad; Rs. 25 Crore for each of the five Regional Science Museums (at Rajkot, Patan, Bhuj, Bhavnagar and Vadodara), and Rs.

of 58

2 Crore for the development of Tropic of Cancer Science Park in Sabarkantha District. It is to be noted that this is just an indicative budget and at the time of selection of Implementation Agency (ies), the amount may change. However, the financial bid (submitted by the consultants) pursuant to this RFP shall be firm and shall not change if the project implementation cost changes.

2.3.2 Thus, for the first part of the Project (Gujarat Science City

Ahmedabad), the total anticipated cost is approximately Rs. 75 Crore — for which one Consulting Agency would be selected, who would assist the GUJCOST in selecting one Implementing Agency. The cost indicated above would include the cost of not just the civil works but also of the costs of objects/ artefacts/instruments/collectibles and would include the cost of O&M over five years. The project cost does not include any land acquisition cost, as the land is owned and provided by the DST, GoG. This budgeted cost includes conceptualisation and design costs, costs towards landscaping and building the facilities and operations of the edutainment facilities for a period of 5 years as per approved design.

2.3.3 And, for the second part of the Project (5 RSMs &ToC Science Park),

the total anticipated cost is approximately Rs. 127 Crore — for which another Consulting Agency would be selected, who would assist the GUJCOST in selecting one Implementing Agency for each of the locations. The cost indicated above would include the cost of not just the civil works but also of the costs of objects/ artefacts/instruments/collectibles and would include the cost of O&M over five years. The project cost does not include any land acquisition cost, as the land is owned and provided by the DST, Govt of Gujarat. These budgeted costs include conceptualisation and design costs, costs towards landscaping and building the facilities and operations of the edutainment facilities for a period of 5 years as per approved design.

3. Scope of Work

3A. Consulting Agency for Science City In addition to the responsibilities stated in the Terms of Reference (Clause 4), the selected Consulting Agency for the Science City project shall prepare the detailed RFP document for the project and assist in the bid process to identify and engage an appropriate Implementing Agency to Design, Develop, Operate and Transfer the project with the following scope of work: 3A. 1 Land use / layout plan for the entire Science City — Master Conceptual Plan The selected Implementing Agency for the Science City project shall plan and

workout for a holistic design and layout of the entire land of Gujarat Science City considering the existing land use and design of the Phase I development in Science City. With the comprehensive land-use plan, the Implementing Agency

of 58

should prepare the Master Plan of the Science City by which the Phase II design and development can be executed with further future expansions with increased visitors and up-gradations.

With the Master Plan, the Implementing Agency shall design and develop the area

as per given scope with detailed design plan, maps, architecture and structural details, specifications for each components, after assessing all the required aspects and taking care of environmental standards for plants, zoological standards for butterflies and any other statutory compliance required to adhere to develop and operate such parks in the country. It will include preparation of sketch plans, drawings, 3D-Imaging and walk-through presentations as per the international standards, and various alternatives and carry out necessary revisions till the master plans are finally approved by an evaluation team comprising members from DST and GCSC.

Most important and initial step for above work will be the ‘site planning’ by which

an overall concept will be helpful to synthesise the information from biophysical and cultural factors to refine the relationship between the built and the natural elements of a land system. A site plan will involve planning the landscape for designing and managing the site area, water availability, and soil testing and irrigation plan, development of lake area in AUDA garden by base treatment of concrete work to retain water.

The Implementing Agency shall be responsible for executing and commissioning

the work and shall be accountable for getting the project facility constructed as per the approved designs. It shall also be responsible for the soft commissioning, final commissioning and handing over of the facility in functional order/condition to the Gujarat Science City.

3A. 2 Design, develop, operation / maintenance for 5 years for the following

pavilions In the line of the proposed Master Plan, the Implementing Agency shall prepare a

comprehensive conceptual and execution plan to design, develop, operate and transfer the following areas at Gujarat Science City, Ahmedabad considering the best practices followed for a world-class infrastructure:

3A. 2.1Botanical Garden and Butterfly Park The Botanical Garden shall be designed and developed in the existing AUDA

Garden area in the Science City with around 1500 species of plants from different climatic zones and varieties with information like its biological name, common name, importance, region and academic relevance, etc available in the form of information boards and kiosks.

Though it is likely that the activities of fresh plantations will be carried out during

the design and development of Botanical Garden anticipated over an initial period of 1 year, during the maintenance phase of 5 years, the Implementing Agency is expected to continue activities of fresh plantation during succession stage of seasonal species or exotic and rare species, if they are found later than the development period.

of 58

There would be a unique Butterfly Park inside the Botanical Garden, specially intended for the breeding and display of butterflies with an emphasis on education. The entire premise of Butterfly Park has to be created under controlled environment allowing movement, amalgamation and breeding of butterflies and in an isolated space to prevent its escape. The Butterfly Park should be created with around 500 different breeds and species of butterflies with information like its biological name & breed type, region and academic relevance, etc available in the form of images and kiosks.

3A. 2.2 IoT application

The Implementing Agency shall design and develop a Mobile-based Navigation

and Park Information Application for the visitors of the new galleries under Phase II development. This Application will have following key features which will help the visitors in better understanding about the varieties of plants and butterfly species maintained in the park:

Mobile Applications along with Augmented Reality including content

development, scalability for other galleries.

Road, Navigation design, approach to newly built galleries.

3A. 2.3 Robotic Gallery It would be a gallery in the Phase II development as per the proposed Master

Plan. The Robotic Gallery will be a futuristic science based on the principles of innovation, creativity, problem solving in the world of robotics. With hands-on demonstration and minds-on exposures on various robots, the proposed gallery will inspire the younger generation to think beyond to explore on machine. In addition to the design and development of Robotic Gallery, the Implementing Agency shall also design and develop Mobile-based Navigation and Gallery Information Applications as well as Augmented Reality for the visitors.

3A. 2.4 Aquatic Gallery The Aquatic Gallery would be a world-class aquarium, exploring both fresh and

saline waters, with galleries highlighting the major regions of the Indian seas and ocean. Aquatic Gallery can leave the visitors captivated by its interactive exhibits and spectacular collections of aquatic wildlife. The gallery may be home to more than 1000 species. The Aquarium will help visitors learn and understand about marine life and humans’ relationship with our planet.

In addition to the design and development of Aquatic Gallery, the Implementing

Agency shall also design and develop Mobile-based Navigation and Gallery Information Applications as well as Augmented Reality for the visitors.

3.B Consulting Agency for RSMs and Tropic of Cancer Science Park

In addition to the responsibilities stated in the Terms of Reference (Clause 4), the selected Consulting Agency for RSMs and Tropic of Cancer Science Park project shall prepare the detailed RFP document for the project and assist in

of 58

the bid process to identify and engage appropriate Implementing Agencies to Design, Develop, Operate and Transfer the project with the following scope of work:

3.B.1 Selection of a Consulting Agency for Regional Science Museums

In order to communicate/popularise S&T among the people, the Government of Gujarat has taken a number of initiatives. Through GUJCOST, the Government has decided to establish five state-of-the-art Regional Science Museums (RSM) at Rajkot, Patan, Bhuj, Vadodara and Bhavnagar respectively. The basic aim of RSMs is to communicate and popularise Science & Technology in cities, urban and rural areas for the benefit of students, in particular, and the public, in general, by organising exhibitions, seminars, popular science lectures, along with a host of other activities on S&T. It would also supplement formal science education in schools and colleges and organise various out of School S&T related educational activities to foster a spirit of scientific inquiry and creativity among the students.

Each of the RSM will be established over an area of 10 acres with cutting edge

Science & Technology. For each of these locations, the Consulting Agency shall prepare comprehensive RFP documents to select different Implementing Agencies for different RSMs on the basis of Design, Develop, Operate and Transfer (DDOT) model considering the best practices followed for a world-class infrastructure. To begin with, the first RSM will be established at Rajkot, followed by Patan and Bhavnagar.

The Implementing Agency shall prepare the master plan of each of the RSMs

along with design and development of galleries, exhibits in a holistic manner. The Implementing Agency may also be involved in the operation and maintenance of the RSM for 5 years.

In the process of operation, the Implementing Agency shall also transfer the

knowledge by training the volunteers and manpower to be engaged locally by GUJCOST/Dept.

Each RSM will have to be designed differently in content and design, highlighting the best artefact of the respective region. In addition to common facilities like 3D Film Theatre, administration room, Committee room, Souvenir Shop, Ticket Counters, parking and open space, the RSMs will have the theme based galleries as per the following:

• Aquarium (Marine & Fresh Water) • Astronomy / Space Science Gallery • Automation & Manufacturing Systems • Automobile • Aviation / Avionics • Biology & Life Sciences • Cosmic Explosions • Dinosaurs Gallery / Dynoparks

of 58

• Discovery Gallery • Genomics / Genetics Lab • Glass & Ceramics • How the Stuff works • Human Body Science • Make Your Own Machine – Assembling / Prototyping of machines like

Computers, Mobile, Robot, Telescope, Automobile, Helicopter, Boat, Windmill, Solar Car, Wind-mill etc.

• Marine Species • Optical Gallery • Organic Compounds • Plant Species • Rail Museum • Robotics • Smart Mechanics • VFX / Animation Labs

In the beginning, the following galleries are being proposed at different regions:

Rajkot Bhavnagar Patan

Machine Engineering Marine Aquatic System Huge Sundial

How the Stuff works Biology Park Space Garden

World of Glass & Ceramics

Automobile Optics

Life Science Quantum Physics Land of Dinosaurs

Robotics Electro-mechanics Human Science

Nobel Prize Gallery Nobel Prize Gallery Nobel Prize Gallery

Bhuj Vadodara

Space Science Fresh Water Aquarium

Energy Science Genetics

Bonsai Aviation/Avionics

Marine Navigation Rail Museum

Nobel Prize Gallery Nanotechnology

of 58

3.B.2 Design and develop the Tropic of Cancer Science Park on Himmatnagar Highway in Gujarat The Tropic of Cancer, also referred to as the Northern Tropic, is the most

northerly circle of latitude on the Earth at which the Sun may appear directly overhead at its culmination. This event occurs once a year, at the time of the Northern solstice, when the Northern Hemisphere is tilted toward the Sun to its maximum extent. As of 1 June 2016, it lies at 23°26′13.8″ (or 23.43716°) north of the Equator. The Tropic of Cancer passes through the northern border of Gujarat, because of which the State has an intensely hot or cold climate. In order to create an awareness and understanding about this Tropic of Cancer and its significance as well as to develop the site as an exploration point, it has been proposed to design and develop Tropic of Cancer Science Park over an area of 5000 sq metre area at Salal village on Himmatnagar highway.

The Consulting Agency is required to study the site and assist GUJCOST in

selecting an Implementing Agency for developing a Tropic of Cancer (ToC) Science Park at the above site.

4. Terms of Reference (ToR) The Consulting Agency (each Consultant for both the parts of the project) is broadly expected to:

4.1 Assist in Selection of Design, Development, Operate and Transfer Agencies (DDOT Implementing Agency) for the development of Phase II at ‘Gujarat Science City, Ahmedabad’; ‘5 Regional Science Museums at Different Locations in Gujarat’ & ‘Tropic of Cancer Science Park in Sabarkantha District’, as per the broad scope of work stated above.

4.2 Assist the Council in Selection of DDOT Implementing Agency to prepare and do — 4.2.1 Layout / Land use map of Phase II; 4.2.2 Visitor Navigation Route Map; and 4.2.3 Creation of Civic Amenities, including benches etc.

4.3 Do the following — 4.3.1 Brainstorm with the Council on finalisation of the concept; 4.3.2 Fulfil the obligations (pertaining to the Consulting Agency) stated in

the broad Scope of Work detailed above; 4.3.3 Prepare RFP for the selection of Implementing Agencies (DDOT

Agencies), and the evaluation of their designs and proposals; 4.3.4 Study the sites and facilitate in Design Review including the layout,

detailed designs; 4.3.5 Prepare the objects / articles / visuals as well as vetting the design; 4.3.6 Preparation of estimates; 4.3.7 Provide financial advice, modeling and structuring for implementation

of the Project on DDOT basis; 4.3.8 To provide required qualified personnel including experts in the

relevant sector, project preparation and appraisal, policy and legal issues;

of 58

4.3.9 Review, inspection and monitoring of Construction Works including Progress Verification, SOP designs;

4.3.10 Monitor the progress milestones and recommend release of payments to the DDOT Implementing Agency;

4.3.11 Support and help the Council with the day-to-day management of all project activities;

4.3.12 Ensuring project completion within the indicated time frame; 4.3.13 Submission of Periodic Progress Reports (see Clause 13 for Project

Schedule and Deliverables); 4.3.14 Implementing Agency’s Bill certification after actual works at site; 4.3.15 Advise on right Organisational Structure for Gallery Management; 4.3.16 Advise on selection of objects/artefacts/instruments and procurement

thereof; 4.3.17 Advise on procurement of aquatic species of various sizes and in

facilitating the Implementing Agency in getting required approvals from regulatory authorities such as Central Zoo Authority, and the like;

4.3.18 Oversee the work of the Implementing Agency during the entire period of work and also for three months after opening (of the ‘Gujarat Science City, Ahmedabad Phase II’ or ‘5 Regional Science Museums at Different Locations in Gujarat & Tropic of Cancer Science Park in Sabarkantha district’, as the case may be) to the public;

4.3.19 Complete contract management, supervision and certification of the respective part of the Project;

4.3.20 During the Development Period, it shall undertake a detailed review of the Drawings to be furnished by the Implementing Agency along with supporting data;

4.3.21 Review the detailed design, construction methodology, quality assurance procedures and the procurement, engineering and construction time schedule sent to it by the Implementing Agency and furnish its comments within 15 (fifteen) days of receipt thereof;

4.3.22 Review the progress report furnished by the Implementing Agency and send its comments thereon to the Council and the Implementing Agency within 7 (seven) days of receipt of such report;

4.3.23 Carry out, or cause to be carried out, necessary tests to determine that the construction works confirm to standards and specifications and issue a “Specification Compliance Certificate”;

4.3.24 Inspect the Construction Works and the Project on regular basis, and make out a report of such inspection (“Inspection Report”) setting forth an overview of the status, progress, quality and safety of construction, including the work methodology adopted, the materials used and their sources, and conformity of Construction Works with the Scope of the Project and the Standards and Specifications;

4.3.25 If suspension of Construction Works is for reasons not attributable to the Implementing Agency, the Consulting Agency shall determine the extension of dates set forth in the Project Completion Schedule, to which the Implementing Agency is reasonably entitled, and shall notify the Council and the Implementing Agency of the same;

4.3.26 Perform all other duties and functions specified in the Agreement (Consultancy Contract) and all other duties and functions required for

of 58

successfully implementation of the project as per good industrial practices; and

4.3.27 Discharge its duties in a fair, impartial and efficient manner, consistent with the highest standards of professional integrity and Good Industry Practice.

5. General Instructions to the Bidders

Kindly take note of the following instructions: (i) Tender document (RFP) is being sent to the empanelled agencies of the

Gujarat Infrastructure Development Board (GIDB) in the sectors of education, tourism and urban infrastructure.

(ii) Bids are not to be submitted by forming any consortium. (iii) The Bidders are required to submit sealed Price Proposal/Bid. The envelope

containing the Price Proposal shall be sealed and be marked properly indicating the contents, “Proposal for Design, Develop, Operate and Transfer (DDOT) Phase II Development at Gujarat Science City, Ahmedabad” or “Proposal for Design, Develop, Operate and Transfer (DDOT) of 5 Regional Science Museums at Different Locations in Gujarat & Tropic of Cancer Science Park in Sabarkantha District”. Each proposal shall be serially numbered. Financial figures shall be laminated/covered with transparent adhesive tape. No additions or changes to a proposal shall be allowed after the submission date.

(iv) The Bid/Proposal should be submitted in two sets one original and one copy in the prescribed formats only as provided in the Annexure.

(v) Proposals shall be submitted in English only, with one hard copy and one soft copy. All correspondence and documents relating to the Bid exchanged by the Bidder and Council will be in English. Supporting documents and printed literature furnished by the Bidder may be in another language provided they are accompanied by an accurate translation of the relevant pages in English. For the purposes of interpretation of the Bid, the translation shall govern.

(vi) No bidder shall be able to submit the Bid after the Bid Due Date/time. (vii) The Bidders are encouraged to inform themselves fully about the

assignment and the local conditions before submitting the Proposal by visit to the Council and the Project site.

(viii) The Bidders are expected to examine all instructions, forms, general terms and conditions, and specifications in the bidding documents. Failure to furnish all information required by the bidding documents or submission of a Bid not substantially responsive to the bidding documents in every respect may result in the rejection of the Bid.

(ix) Response to this RFP not received in the prescribed format or those incomplete in any respect (including non-submission of supporting documents) shall be summarily rejected.

(x) The Council shall not reimburse any costs incurred by the Bidder on account of preparation/ submission of this RFP and/or any other costs incurred.

(xi) RFP processing fee (Rs. 10,000/-) in form of non-refundable Demand Draft in favour of the Gujarat Council on Science and Technology (GUJCOST), payable at Gandhinagar, shall be submitted.

of 58

(xii) The Bidders would have to deposit Earnest Money Deposit (EMD) as per the instruction in the RFP, along with the Price Proposal.

(xiii) Bids shall remain valid for 180 days after the date of Bid opening, as prescribed by the Council.

(xiv) In case any clarification(s) is required, the Bidders can seek written clarifications on or before Pre-Bid Meetings from the Advisor & Member Secretary, Gujarat Council on Science & Technology (GUJCOST), Dept of Science & Technology, Govt of Gujarat, Block B, 7th Floor, M S Building, Sector 11, Gandhinagar 382 011, Gujarat, India, Tel: 079-23259362-68, Fax: 079-23259363, M: 9879553960, Email: [email protected], URL: www.gujcost.gujarat.gov.in

(xv) The Council will clarify and issue amendments, if any, to all the Bidders in the pre-bid meeting. No further clarifications whatsoever will be entertained after the pre- bid meeting date.

(xvi) At any time, prior to the deadline for submission of bids, the Council, for any reason, whether at its own initiative or in response to the clarifications requested by prospective Bidders, may modify the bidding documents by amendments and send the modified bidding documents to all the Bidders through e-mail. Such modifications will be binding on them.

(xvii) The Council reserves the right to cancel this RFP, or reject any Bid, and to annul the bidding process and reject all bids at any time prior to award of Contract, without thereby incurring any liability to the affected Bidder(s) or any obligation to inform the affected Bidder(s) of the grounds for such decision.

(xviii) Bids will be opened in the presence of Bidder’s representatives, who choose to attend. The Bidder’s representatives who are present shall sign a register evidencing their attendance.

(xix) Price/Financial Bid shall be submitted in the prescribed format only. The Bid submitted shall have the Bid Processing Fees (non-refundable) & Bid Security, as per the date & time given in ‘Schedule of Events’, in one envelop superscribed as “Bid Fees & Bid Security for Design, Develop, Operate and Transfer (DDOT) Phase II Development at Gujarat Science City, Ahmedabad (RFP Ref. No. GUJCOST/2016/RFP-01)” OR “Bid Fees & Bid Security for Design, Develop, Operate and Transfer (DDOT) of 5 Regional Science Museums at Different Locations in Gujarat & Tropic of Cancer Science Park in Sabarkantha District (RFP Ref. No. GUJCOST/2016/RFP-01)”, as the case may be to:

Advisor & Member Secretary Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S Building, Sector 11 Gandhinagar 382 011 Gujarat, India Tel: 079-23259362-68, Fax: 079-23259363, M: 9879553960 Email: [email protected], URL: www.gujcost.gujarat.gov.in

of 58

5.1 Bid Processing Fees (Non-refundable): 5.1.1 The Bidder shall submit a non-refundable fees of Rs. 10,000/-

(Rupees Ten Thousand only) by way of Demand Draft drawn in favour of “Gujarat Council on Science and Technology (GUJCOST)”, payable at Gandhinagar along with their Bid to be considered as responsive. In case of non-receipt of Bid Processing Fees & EMD, the Bid shall be rejected as non-responsive.

5.1.2 The Bidder shall bear all costs associated with the preparation and submission of the Bid and the Council shall in no case be responsible for those costs, regardless of the conduct or outcome of the bidding process.

5.2 Bid Security (Earnest Money Deposit): 5.2.1 The Bidders shall deposit, along with their Bid, a Bid Security of Rs.

7.50 lakh (Rupees Seven Lakh Fifty Thousand only) in the form of Bank Guarantee in favour of “Gujarat Council on Science and Technology (GUJCOST)”.

5.2.2 EMD should be valid for a period of 180 days from the last date for Bid submission.

5.2.3 Bids/Proposals not accompanied by EMD shall be rejected as non‐responsive.

5.2.4 The Bidder must submit EMD and Bid Processing Fees in one sealed cover superscribed with “Proposal for Design, Develop, Operate and Transfer (DDOT) Phase II Development at Gujarat Science City, Ahmedabad (RFP Ref. No. GUJCOST/2016/RFP-01)” OR “Proposal for Design, Develop, Operate and Transfer (DDOT) of 5 Regional Science Museums at Different Locations in Gujarat & Tropic of Cancer Science Park in Sabarkantha District (RFP Ref. No. GUJCOST/2016/RFP-01)”, as the case may be.

5.2.5 Unsuccessful Bidder’s Bid Security will be refunded within thirty (30) days from the Award of Work to the Successful Bidder.

5.2.6 EMD of the Successful Bidder will be released after execution of the ‘Consultancy Contract’ (Agreement) and submission of Performance Bank Guarantee (as per the prescribed format) valid for a period of 180 days beyond Consultancy Contract period.

5.2.7 No exemption from submitting the EMD shall be given to any agency. 5.2.8 The EMD will be forfeited on account of one or more of the following

reasons: (a) If the Bidder withdraws its bid during the period of Bid Validity;

or (b) Does not accept the correction of errors made in the tender

document; (c) In case of a successful Bidder, if the Bidder fails:

of 58

(i) To sign the Contract as mentioned above, or commence the assignment within the time limit stipulated by the GUJCOST; or

(ii) To furnish performance bank guarantee within the time limit stipulated by the GUJCOST; or

(iii) If the Bidder is found to be involved in fraudulent practices; or

(iv) If the Bidder fails to submit the copy of work order & acceptance thereof.

The GUJCOST also reserves the right to blacklist such Bidder from participating in future tenders if sufficient cause exists.

5.3 Performance Security/Security Deposit: 5.3.1 The Successful Bidder shall furnish Performance Security

(Performance Bank Guarantee) as provided in the bid document to the Council for an amount equal to 10% of the value of the Consultancy Contract valid for a period of 180 days beyond Consultancy Contract (the main Agreement) period. If additional work is allotted, the Consulting Agency has to deposit the additional Performance Security accordingly.

5.3.2 The Performance Bank Guarantee (PBG) will remain with the Council towards faithful performance of the contract obligation, and performance of the services during contract period. In case of poor and unsatisfactory field services, the Council shall invoke the PBG.

5.3.3 The Performance Guarantee shall be valid for a period of 180 days beyond Consultancy Contract period and shall be denominated in Indian Rupees and shall be in the form of an unconditional Bank Guarantee issued by any Public Sector Banks or by IDBI Bank, UTI Bank, HDFC Bank, ICICI Bank having branch in Gandhinagar / Ahmedabad in the format provided by the Council and should be submitted within 15 working days of issuance of Letter of Award or execution of the Consultancy Contract.

5.3.4 The Performance Bank Guarantee shall be discharged by the Council and returned to the Consulting Agency within 30 days from the date of expiry of the Performance Bank Guarantee.

5.3.5 EMD of successful bidder will be refunded within 30 days from the date of submission of PBG. EMD of non-successful bidders will be refunded within thirty (30) days from the Award of Work to the Successful Bidder.

5.4 Amendment of Bidding Documents 5.4.1 At any time, prior to the deadline for the submission of Bids, the

Council, for any reason, whether at its own initiative or in response to

of 58

the clarifications requested by prospective Bidders, may modify the bidding documents by amendment and send the modified documents to the Bidders.

5.4.2 All such amendments/ corrigenda/ modifications will be binding on the Bidders.

5.4.3 In order to allow prospective Bidders, a reasonable time to take the amendment into account in preparing their bids, the Council, at its discretion, may extend the deadline for the submission of bids.

5.5 Bid Forms 5.5.1 Wherever a specific form is prescribed in the Bid document, the

Bidder shall use the form to provide relevant information. If the form does not provide space for any required information, space at the end of the form or additional sheets shall be used to convey the said information. Failing to furnish the information in the prescribed format, the Bid is liable for rejection.

5.5.2 For all other cases, the Bidder shall design a form to hold the required information.

5.5.3 The Council shall not be bound by any printed conditions or provisions in the Bidder’s Bid Forms.

5.6 Bid Price 5.6.1 The Financial Bid shall indicate the prices in the prescribed format /

price schedule only. 5.6.2 Prices shall be quoted in Indian Rupees only. 5.6.3 The Financial Bid shall indicate charges payable as per the instruction

given in this RFP and terms thereof for providing required services as per this RFP. Prices quoted with an adjustable price quotation will be treated as non- responsive and will be rejected.

5.6.4 Prices shall be written in both words and figures. In the event of difference, the price in words shall be valid and binding. Arithmetical errors will be rectified on the following basis.

If there is a discrepancy between the unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price shall prevail and the total price shall be corrected. If the Bidder does not accept the correction of the errors, its bid shall be rejected. If there is a discrepancy between words and figures, the amount in words shall prevail.

Any discrepancy relating to prices quoted in the Bid across different sections of the bid, only prices given in the prescribed format given in this RFP shall prevail.

The Bidder should provide calculations for the quoted charges, without which the Bid is liable for rejection. Any arithmetical errors in these calculations shall be on Bidder’s account.

of 58

5.6.5 All the costs associated with the assignment shall be included in the Financial Proposal. The prices quoted should also include, inland transportation, insurance and other local costs incidental to delivery of the goods and services to their final destination within the State of Gujarat.

5.6.6 The offered price should be inclusive of all applicable taxes. The Bidder would have to pay all the applicable taxes. For the avoidance of doubt, it is clarified that all taxes shall be deemed to be included in the costs shown under different items of the Financial Proposal/Bid.

5.6.7 Any effort by a Bidder or Bidder’s agent / consultant or representative howsoever described to influence the Council / DST-GoG in any way concerning scrutiny / consideration / evaluation / comparison of the bid or decision concerning award of contract, shall entail rejection of the Bid.

5.7 Bid Due Date & Validity 5.7.1 Bids shall remain valid for 180 days after the date of Bid opening as

prescribed by the Council. A Bid valid for a shorter period shall be rejected as non-responsive.

5.7.2 In exceptional circumstances, the Council may solicit Bidder’s consent to an extension of the period of validity. The request and the responses thereto shall be made in writing. The Bid Security/EMD shall also be suitably extended. A Bidder’s request to modify the Bid will not be permitted.

5.7.3 Bid must be received by the Council at the address specified in this RFP document not later than the date specified herein.

5.7.4 The Council may, as its discretion, on giving reasonable notice by fax, cable or any other written communication to all prospective Bidders who have been issued the bid documents, extend the Bid Due Date, in which case all rights and obligations of the Council and the Bidders, previously subject to the Bid Due Date, shall thereafter be subject to the new Bid Due Date, as extended.

5.8 Modification and Withdrawal of Bids 5.8.1 The Bidder may modify its Bid after its submission, provided that

written notice of the modification including substitution or withdrawal of the bids is received by the Council prior to the deadline prescribed for submission of bids.

5.8.2 The Bidder’s modification shall be prepared, sealed, marked and dispatched in a manner similar to the original Bid.

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

of 58

5.8.4 Withdrawal of a Bid during the Bid Validity Period shall result in the forfeiture of its EMD.

5.9 Opening of Bids by GUJCOST 5.9.1 Bids will be opened in the presence of Bidder’s representatives, who

choose to attend. The Bidder’s representatives who are present shall sign a register evidencing their attendance.

5.9.2 The Bidder’s names, bid modifications or withdrawals, discounts and the presence or absence of relevant Bid Security and such other details as the GUJCOST officer at his/her discretion, may consider appropriate, will be announced at the opening.

6. Contacting GUJCOST/ DST

6.1 The Bidder shall not approach GUJCOST/DST officers beyond office hours and/ or outside GUJCOST/DST office premises from the time of the Bid opening to the time the Contract is awarded.

6.2 Any effort by a Bidder to influence GUJCOST /DST officers in the decisions on Bid evaluation, Bid comparison or contract award may result in rejection of the Bidder’s offer. If the Bidder wishes to bring additional information to the notice of the Council, it should do so in writing.

7. Schedule of Events

Sr. No Description Details

1. Publication of RFP 01 July 2016

2. Date and time for the 1stPre bid conference/meeting

07 July 2016, 3.00 pm

3. Date and time for the 2ndPre bid conference/meeting

14 July 2016, 3.00 pm

4. Clarification to pre-bid queries, if needed 18 July 2016, 5.00 pm

5. Last date and time for submission of Bids in response to RFP, along with non‐refundable RFP processing fees and EMD

25 July 2016, 1.00 pm

6. Opening of the Price Bids 25 July 2016, 3.00 pm

of 58

Sr. No Description Details

6. Place for submission of Bids, Pre-bid meeting and opening of Bids

Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S Building Sector 11, Gandhinagar–382011, Gujarat, India

7. Contact person for queries Advisor & Member Secretary Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S building Sector 11, Gandhinagar 382011 Gujarat, India Tel: 079-23259362-68, Fax: 079-23259363, M:9879553960 8. Address for communication Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S Building, Sector 11 Gandhinagar 382 011 Gujarat, India Tel: 079-23259362-68, Fax: 079-23259363, M:9879553960

8. Pre-bid Meeting There would be two pre-bid meetings/conferences for providing all clarifications regarding the project assignment, including initial site visit, sharing of project plan, question-answer regarding the project. The pre-bid meeting with prospective consulting organisations/firms will be scheduled with proper information to the prospective bidders to explain more details of the project. Interested parties may attend the meeting on the said date and time. The venue for the said meeting(s) will be either the Gujarat Science City, Ahmedabad or Department of Science & Technology, 5th Floor, Block 7, New Sachivalaya, Gandhinagar.

Tentative date for the first Pre-Bid Meeting: 07 July 2016, at 3.00 pm Tentative date for the second Pre-Bid Meeting: 14 July 2016, at 3.00 pm

9. Bidding Process (Methodology) for the Selection of Consulting Agency

9.1 This RFP (Request for Proposal) is to invite the Bidders for submitting only

Financial Bids. Financial Bid shall contain the Bidder’s offer price for this project (the quoted price should be inclusive of all expenditure and taxes).

of 58

9.2 Award Criteria: The criteria for the selection will be the lowest cost to the Council for the bids. DST/GUJCOST may negotiate the prices with the L1 Bidder.

9.3 If a Bidder (prospective Consulting Agency) is interested in bidding for both the parts of the Project (i.e. ‘Science City Ahmedabad’, and ‘RSMs & ToC Science Park’), then it shall make TWO Separate Bids. However, it is also clarified that a single Consulting Agency shall not be awarded contract for both the parts of the Project.

9.4 If the Price Bid of the same Bidder is found to be the best (L1) for both the parts of the Project (i.e. ‘Science City Ahmedabad’, and ‘RSMs & ToC Science Park’), then it shall be afforded an opportunity to elect only one of the parts, and the other part shall be awarded to the second best Bid (L2 for that part of the Project).

10. Notification of Award / Order

10.1 The acceptance of a tender, subject to signing of the Contract, shall be communicated in writing at the address supplied by the Bidder in the bid document. Any change of address of the Bidder should, therefore, be promptly notified to the Council.

10.2 In case, the lowest bidder (L1) does not accept the award of contract or found to be involved in corrupt and/or fraudulent practices, the next lowest bidder will be awarded the contract. In such a scenario, the lowest bidder has to bear the difference between lowest price and next lowest price.

10.3 The successful bidder shall be engaged by the GUJCOST to execute the work and provide Services as per the scope of this RFP.

11. Signing of Consultancy Contract (Execution of Agreement)

11.1 Prior to expiration of the period of Bid Validity, the Council will notify the successful Bidders and issue LoI (Letter of Intent) to the Selected Bidder and the Selected Bidder shall, within 7 (seven) days of the receipt of the LoI, sign and return the acceptance letter for LoI in acknowledgement thereof. In the event the acceptance letter of the LoI duly signed by the Selected Bidder is not received by the stipulated date, the Council may, unless it consents to extension of time for submission thereof, forfeit the Bid Security of such Bidder as genuine pre-estimated loss and damage suffered by the Council on account of failure of the Selected Bidder to acknowledge the LoI, and the next best ranking Bidder may be considered for the assignment.

11.2 After acknowledgement of the LoI, as aforesaid by the Selected Bidder, the Selected Bidder shall be required to enter into the Consultancy Contract, including any agreement(s) reached during the negotiation process, within fifteen days of the Award of the Contract or within such extended period, as may be specified by the GUJCOST. This Consultancy Contract shall be on the basis of this RFP document, the Bid submitted by the Bidder, the letter of intent and such other terms and conditions as may be determined by the

of 58

authorised representative of the GUJCOST to be necessary for the due performance of the work, as envisaged herein and in accordance with the Bid and the acceptance thereof.

11.3 Within five (5) working days of receipt of the Contract Form, the successful Bidder shall sign the Contract and return it to the GUJCOST (Council). The Contract Performance Bank Guarantee has to be submitted within seven (15) working days of receipt of award as per the PBG terms given in this RFP.

Note:

(a) The Council reserves the right to accept or reject any Bid, and to annul the bidding process and reject all Bids at any time prior to the award of Contract, without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for Council’s action.

(b) Failure to agree with the Terms & Conditions of the RFP/ Contract: Failure of the successful Bidder to agree with the Terms & Conditions of the RFP/Contract shall constitute sufficient grounds for the annulment of the award, in which event the Council may make the award to the next Best Value Bidder or call for new Bids.

(c) Subletting is not allowed either in full or part of the assignment.

12. Commencement of Assignment The selected Bidder (Consulting Agency) shall commence the Services within 7 (seven) days of the date of the Consultancy Contracts (Agreement) or such other date as may be mutually agreed. If the selected Bidder fails to either sign the Agreement as specified in Clause 11.1 or commence the assignment as specified herein, the Council may invite the second ranked Bidder for negotiations. In such an event, the Bid Security of the first ranked Bidder shall be forfeited and appropriated in accordance with the provisions of Clause 5.2.9.

13. Deliverables and Payment Terms

13.1 Proposed Project Schedule and Deliverables at Gujarat Science City, Ahmedabad, 5 RSMs and Tropic of Cancer Science Park in Sabarkantha District

Sr. No

Milestone(s) Timelines Deliverables

1 Issuance of Letter of Intent T0 2 Issuance of Letter of Award /

Signing of Consultancy Contract T1 = T0 + 15 days

Submission of Performance Bank Guarantee as per details given in

of 58

Sr. No

Milestone(s) Timelines Deliverables

(Agreement) T1 the RFP 3 (a) Preparation of RFP for the

selection of the Implementing Agency for the Science City (Ahmedabad) and its approval by GUJCOST / DST Project Committee

(b) Preparation of RFP for the selection of the Implementing Agencies for the RSMs and ToC, and its approval by GUJCOST / DST Project Committee

T2 = T1 + 2 months

(i) Site Survey Report with Observations

(ii) Project Plan for Execution & Integration

(iii) Delivery Plan (iv) Project Team Details with

information like Qualification, Experience, Role, Contact, Escalation Matrix, etc

4 Evaluation of Bids and finalisation of Implementing Agencies

T3 = T2 + 2 months

Assisting the Council in evaluation of the Bids submitted by the prospective Implementing Agencies

5 Project implementation by the Implementing Agencies

(a) Review of detailed Design Documents (prepared by the Implementing Agencies) with specifications of each component, and its approval by GUJCOST / DST Project Committee

(b) Review of architectural Maps & Drawings (prepared by the Implementing Agencies) with specifications of each component, and its approval by GUJCOST / DST Project Committee

(c) Submission of periodic progress reports

(d) Other relevant responsibilities stated in the Terms of Reference (ToR)

of 58

13.2 Payment Milestones & Terms

Sr. No Milestone(s) Payment Structure (% of total

consultancy fees) 1 (a) Preparation of RFP for the selection of the

Implementing Agency for the Science City (Ahmedabad), and its approval by GUJCOST / DST Project Committee

(b) Preparation of RFP for the selection of the Implementing Agencies for the RSMs and ToC, and its approval by GUJCOST/ DST Project Committee

10%

2 (a) Evaluation of the Bids submitted by the prospective implementing agencies, and finalisation of the Implementing Agency (DDOT Agency) and issuance of work order to such selected Agency for the Science City (Ahmedabad)

(b) Evaluation of the Bids submitted by the prospective implementing agencies, and finalisation of the Implementing Agencies (DDOT Agencies) and issuance of work order to such selected Agencies for the RSMs and ToC

10%

3 50% progress in civil construction at the locations 20% 4 Procurement of objects, artefacts, exhibits, etc at all the

locations 25%

5 Satisfactory completion of project work at all the locations 25% 6 Balance 10% payment will be released 3 month after the

opening of Galleries and follow up of performance monitoring of the Implementing agency and corrective measures on need basis.

10%

of 58

14. Annexure

Annexure - 1: Bid Covering Letter (To be submitted by Bidders on Company’s letterhead duly signed by Authorised Signatory)

Date:_________________________

Ref: PROPOSAL FOR ___________________________________________________________

RFP No. ___________________________________________ To Advisor & Member Secretary Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S Building, Sector 11 Gandhinagar 382 011 Gujarat, India Ref: “RFP to Assist the Science City / GUJCOST in Selection of Implementing Agency to Design, Develop, Operate and Transfer (DDOT) Phase II Development at Gujarat Science City, Ahmedabad”

Or “RFP to Assist the Science City / GUJCOST in Selection of Implementing Agencies to Design, Develop, Operate and Transfer (DDOT) for 5 Regional Science Museums at Different Locations in Gujarat & Tropic of Cancer Science Park in Sabarkantha District” Dear Sir, Being duly authorised to represent and act on behalf of........................................………………………. (herein after referred to as “the Bidder”) and having reviewed and fully understood the terms and conditions, entire document and information provided, the undersigned hereby apply in response to the “Request for Proposal (RFP) inviting Interested Parties to Assist the Science City/GUJCOST in Selection of Implementing Agency to Design, Develop, Operate and Transfer (DDOT) Phase II Development at Gujarat Science City, Ahmedabad” or “Request for Proposal (RFP) inviting Interested Parties to Assist the Science City/GUJCOST in Selection of Implementing Agencies to Design, Develop, Operate and Transfer (DDOT) for 5 Regional Science Museums at Different Locations in Gujarat & Tropic of Cancer Science Park in Sabarkantha District”, as the case may be. We are enclosing our proposal (financial bid) with the details as per the requirements of the RFP document, for your consideration. Yours faithfully, ___________________________ (Signature of Authorised Signatory) (Name, Title and Address) Seal:

of 58

Annexure - 2: Format for Bid Letter Form

(To be submitted by Bidders on Company’s letterhead duly signed by Authorised Signatory)

Date: __________________ To Advisor & Member Secretary Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S Building, Sector 11 Gandhinagar 382 011 Gujarat, India Sub: Compliance with the tender terms and conditions and specifications as stated in the RFP Ref: CONTRACT FOR

______________________________________________________________ RFP No. ___________________________________________

Dear Sir, With reference to above referred tender, I, undersigned <<Name of Signatory>>, in the capacity of <<Designation of Signatory>>, is authorised to give the undertaking on behalf of <<Name of the Bidder>>. We wish to inform you that we have examined the entire bidding documents, and we the undersigned, offer to provide the ____________________<Description of Services>_ as detailed in the above mentioned bid submitted by us. If our Bid is accepted, we undertake to:

1. Execute all contractual work, submit documents and provide all Securities & Guarantees as required in the Bid Document (and as amended from time to time).

2. Deliver goods and provide the requisite services within the time frame as defined in the Bid Documents (and as amended from time to time).

3. Carry out the entire range of activities stated in the RFP, particularly the ‘Scope of Work’ and ‘Terms of Reference’.

4. Maintain validity of the Bid for a period of 180 days from the date of Bid opening as specified in the bidding document, which shall remain binding upon us and may be accepted at any time before the expiration of that period.

In case of breach of any tender terms and conditions or deviation from bid specification other than already specified as mentioned above, the decision of the GUJCOST Tender Committee for disqualification shall be accepted by us. Thanking you, For <Name of the bidder>> <<Authorised Signatory>> <<Stamp/Seal of the Bidder>>

of 58

Annexure - 3: Format for Earnest Money Deposit in the form of Bank Guarantee

Ref: Bank Guarantee No. Date: To Advisor & Member Secretary Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S Building, Sector 11 Gandhinagar 382 011 Gujarat, India Sir, Whereas ------------------------------------------------------------ (hereinafter called “the Bidder”) has submitted its Bid dated ---------------- in response to the RFP No. …………………………………….for “Request for Proposal (RFP) inviting Interested Parties to Assist the Science City/GUJCOST in Selection of Implementing Agency to Design, Develop, Operate and Transfer (DDOT) Phase II Development at Gujarat Science City, Ahmedabad” or “Request for Proposal (RFP) inviting Interested Parties to Assist the Science City/GUJCOST in Selection of Implementing Agencies to Design, Develop, Operate and Transfer (DDOT) for 5 Regional Science Museums at Different Locations in Gujarat & Tropic of Cancer Science Park in Sabarkantha District” (as the case may be) KNOW ALL MEN by these presents that WE --------------------------------------------------------------- -------------------------------------------------- having our registered office at ------------ ----------------------- ---------------------------- (hereinafter called “the Bank”) are bound unto the “Gujarat Council on Science and Technology (GUJCOST)” in the sum of ---------------------- for which payment well and truly to be made to Gujarat Council on Science and Technology, the Bank binds itself, its successors and assigns by these presents. Sealed with the Common Seal of the said Bank this --------------day of ----------------------- ----YYYY. The CONDITIONS of this obligation are: The EMD will be forfeited on account of one or more of the following reasons:

(a) If the Bidder withdraws its bid during the period of Bid Validity; or (b) Does not accept the correction of errors made in the tender document; (c) In case of a successful Bidder, if the Bidder fails:

(i) to sign the Contract as mentioned above, or commence the assignment within the time limit stipulated by the GUJCOST; or

(ii) to furnish performance bank guarantee within the time limit stipulated by the GUJCOST; or

(iii) if the Bidder is found to be involved in fraudulent practices; or (iv) if the Bidder fails to submit the copy of work order & acceptance thereof.

of 58

The GUJCOST also reserves the right to blacklist such Bidder from participating in future tenders if sufficient cause exists.

We undertake to pay to the GUJCOST up to the above amount upon receipt of its first written demand, without the GUJCOST having to substantiate its demand, provided that in its demand the GUJCOST will specify that the amount claimed by it is due to it owing to the occurrence of any of the abovementioned conditions, specifying the occurred condition or conditions. This guarantee will remain valid up to the validity of bids plus 180 days from the last date of bid submission. The Bank undertakes not to revoke this guarantee during its currency without previous consent of the Owner/GUJCOST and further agrees that if this guarantee is extended for a period as mutually agreed between Bidder & Owner/GUJCOST, the guarantee shall be valid for a period so extended provided that a written request for such extension is received before the expiry of validity of guarantee. The Bank shall not be released of its obligations under these presents by any exercise by the Owner/GUJCOST of its liability with reference to the matters aforesaid or any of them or by reason or any other acts of omission or commission on the part of the Owner/GUJCOST or any other indulgence shown by the Owner /GUJCOST or by any other matter or things. The Bank also agree that the Owner/GUJCOST at its option shall be entitled to enforce this Guarantee against the Bank as a Principal Debtor, in the first instance without proceeding against the Consulting Agency/Bidder and notwithstanding any security or other guarantee that the Owner/GUJCOST may have in relation to the Consulting Agency/Bidder’s liabilities. Dated at _______________ on this _________ day of ___________YYYY. ____________________ Signed and delivered by _____________________ For & on Behalf of Name of the Bank & Branch & Its official Address

List of Approved Banks: All Nationalised Bank including the public sector banks or Private Sector Banks or Commercial Banks or Co-Operative & Rural Banks (operating in India having branch at Ahmedabad/ Gandhinagar) as per the G.R. No. EMD/10/2014/570/DMO dated 01.04.2015 issued by Finance Department, Govt of Gujarat or further instruction issued by Finance Department time to time.

of 58

Annexure - 4: Format for Performance Bank Guarantee

(To be stamped in accordance with the Stamps Act)

Ref: Bank Guarantee No. Date: To Advisor & Member Secretary Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S Building, Sector 11 Gandhinagar 382 011 Gujarat, India Dear Sir, In consideration of <<Name & Address of the Owner/GUJCOST >> (hereinafter referred to as the Owner which expression shall unless repugnant to the context or meaning thereof include successors, administrators and assigns) having awarded to M/s. ……………………………………………………………………………………………………………… having Principal Office at …………………………………………………………………… (hereinafter referred to as the “Consultant” which expression shall unless repugnant to the context or meaning thereof include their respective successors, administrators, executors and assigns) the supply of __________________________________by issue of Purchase Order No………………. Dated ………… issued by the Authorised Official for and on behalf of the Owner and the same having been accepted by the Consultant resulting into Contract for Services as mentioned in the said purchase order and the Consultant having agreed to provide a Contract Performance and Warranty Guarantee for faithful performance of the aforementioned contract and warranty quality to the Owner, __________________________________having Head Office at (hereinafter referred to as the ‘Bank’ which expressly shall, unless repugnant to the context or meaning thereof include successors, administrators, executors and assigns) do hereby guarantee to undertake to pay the sum of Rs._______________(Rupees______________________________) to the Owner on demand at any time up to________________ without any reference to the Consultant. We undertake to pay you, upon your first written demand declaring the Consultant to be in default under the Contract and without any cavil or argument, any sum or sums within the limits of (amount of guarantee) as aforesaid, without your needing to prove or to show grounds or reasons for your demand or the sum specified therein. Any such demand made by the Owner on the Bank shall be conclusive and binding notwithstanding any dispute or difference between the Owner and Consultant pending before any Court, Tribunals, Arbitrator or any other authority. The Bank undertakes not to revoke this guarantee during its currency without previous consent of the Owner and further agrees that the guarantee herein contained shall continue to be enforceable till the Owner discharges this Guarantee. The Owner shall have the fullest liberty without affecting in any way the liability of the Bank under this guarantee from time to time to extend the time for performance by the Consultant of the aforementioned Contract. The Owner shall have the fullest liberty, without affecting this guarantee, to postpone from time to time the exercise of any powers vested in them or of any right which they might have against the Consultant, and to exercise the same at any time in any manner, and either to enforce or forebear to enforce any covenants contained or implied, in the aforementioned Contract between the Owner and the Consultant or any other course of or remedy or security available to the Owner.

of 58

The Bank shall not be released of its obligations under these presents by any exercise by the Owner of its liability with reference to the matters aforesaid or any of them or by reason of any other acts of omission or commission on the part of the Owner or any other indulgence shown by the Owner or by any other matter or things. The Bank also agrees that the Owner at its option shall be entitled to enforce this guarantee against the Bank as a Principal Debtor, in the first instance without proceeding against the Consultant and notwithstanding any security or other guarantee that the Owner may have in relation to the Seller’s liabilities. The Bank declares that it has power to issue this Guarantee and discharge the obligations contemplated herein, the undersigned is duly authorised and has full power to execute this Guarantee for and on behalf of the Bank. Notwithstanding anything contained hereinabove our liability under this Guarantee is restricted to Rs. _________________ (Rupees _________________________) and it shall remain in force up to and including ________________ and shall be extended from time to time for such period as may be desired by the Consultant on whose behalf this guarantee has been given. Dated at _______________ on this _________ day of ___________YYYY. _____________________ Signed and delivered by _____________________ For & on Behalf of Name of the Bank & Branch & Its official Address Seal: List of Approved Banks All Nationalised Banks including the Public Sector Banks or Private Sector Banks or Commercial Banks or Co-Operative & Rural Banks (operating in India having branch at Ahmedabad/ Gandhinagar) as per the G.R. No. EMD/10/2014/570/DMO dated 01.04.2015 issued by Finance Department, Government of Gujarat or further instructions issued by Finance Department time to time.

of 58

Annexure – 5: Bidder’s Information

1. Name, Place/Country of Incorporation, Address of the Registered Office, Corporate Headquarters, and its Branch Office(s), if any, in India and Date of Incorporation and/or Commencement of Business. ------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------

2. Brief description of the Bidder including details of its main lines of Business and proposed role and responsibilities in this Project and profile of Architects /Design Consultants /Experts and support staff in this project.

3. Name, Designation, Address and Phone Numbers of Authorised Signatory of

the Bidder: Name: Designation: Company: Address: Seal: Telephone Number: E-Mail Address: Fax Number: Mobile Number: Thanking you, For <Name of the Bidder>> <<Authorised Signatory>> <<Stamp of the Bidder>> Date: _______________

of 58

Annexure – 6: Information Regarding any Conflicting Activities and Declaration thereof

Date: __________________

To Advisor & Member Secretary Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S Building, Sector 11 Gandhinagar 382 011 Gujarat, India

Ref: “RFP to Assist the Science City / GUJCOST in Selection of Implementing Agency to Design, Develop, Operate and Transfer (DDOT) Phase II Development at

Gujarat Science City, Ahmedabad” Or

“RFP to Assist the Science City / GUJCOST in Selection of Implementing Agencies to Design, Develop, Operate and Transfer (DDOT) for 5 Regional Science Museums

at Different Locations in Gujarat & Tropic of Cancer Science Park in Sabarkantha District”

We hereby declare that our company/ firm are not indulged in any such activities which can be termed as the conflicting activities. We also acknowledge that in case of misrepresentation of the information, our Bids / Contract shall be rejected/terminated by the Owner/GUSCOST. The decision of the Owner/GUSCOST shall be binding on us. Authorised Signatory [in full and initials]: ……………………………. Name and Title of Signatory:…………………………. Designation:………………………… Name of Firm: ………………………………….. Address:……………………………………… Place:………………. Seal:…………………

of 58

Annexure – 7: Financial Proposal Submission Form

Date: __________________ To Advisor & Member Secretary Gujarat Council on Science & Technology (GUJCOST) Dept of Science & Technology, Govt of Gujarat Block B, 7th Floor, M S Building, Sector 11 Gandhinagar 382 011 Gujarat, India

Ref: “RFP to Assist the Science City / GUJCOST in Selection of Implementing Agency to Design, Develop, Operate and Transfer (DDOT) Phase II Development at

Gujarat Science City, Ahmedabad” Or

“RFP to Assist the Science City / GUJCOST in Selection of Implementing Agencies to Design, Develop, Operate and Transfer (DDOT) for 5 Regional Science Museums

at Different Locations in Gujarat & Tropic of Cancer Science Park in Sabarkantha District”

Dear Sir, We, the undersigned, offer to provide the Consulting Assignment/Job in accordance with your Request for Proposal dated [Insert Date]. Our attached Financial Proposal is for the sum of [Insert amount(s) in words and figures]. This amount is inclusive of all the taxes. We hereby confirm that the financial proposal is unconditional and we acknowledge that any condition attached to financial proposal shall result in rejection of our financial proposal. Our Financial Proposal shall be binding upon us subject to the modifications resulting from contract negotiations, up to expiration of the validity period of the Proposal. We understand you are not bound to accept any Proposal you receive. Yours Sincerely, Authorised Signatory [in full and initials]: ……………………………. Name and Title of Signatory:…………………………. Designation:………………………… Name of Firm: ………………………………….. Address:……………………………………… Place:………………. Seal:…………………

of 58

Annexure – 8: Format for Financial Proposal [Please submit 2 separate bids if bidding for both parts of the Project]

Sr No Description Fees* [Indicate total fees in Rs. ]

1.

Consultancy Service Fee for the Project (as per the scope of work and terms of

reference) [Provide the detailed breakup: human

resource/manpower; travel; communication; report preparation;

institutional charges, if any; miscellaneous expenditure (not more than 5% of the

total), etc]

2. All taxes, including service taxes, if any 3. Grand Total (inclusive of all taxes)

No percentage base fees be quoted. No escalation on any account will be payable on the above amounts. Consultancy Service Fee to be quoted in Indian Rupee terms Separate bids to be given for both projects.

Authorised Signatory [in full and initials]: ……………………………. Name and Title of Signatory:…………………………. Designation:………………………… Name of Firm: ………………………………….. Address:……………………………………… Place:………………. Seal:…………………

of 58

Annexure - 9: Contract Form THIS AGREEMENT made the __________ day of ____________________, YYYY Between _______________________ (Name of Owner of the project) of _________________________________ (Country of the Owner of the project) hereinafter “the Owner” of the one part and ____________________________________ (Name of Consulting Agency) of ___________________________ (City and Country of Consulting Agency) hereinafter called “the Consulting Agency” of the other part: WHEREAS the Owner is desirous of having certain services viz., __________________________________________________________________________________ (Brief Description of Services) and has accepted a Bid by the Consulting Agency for the supply of those services in the sum of __________________________________________________ (Contract Price in Words and Figures) hereinafter called “the Contract Price.” NOW THIS AGREEMENT WITHNESSETH AS FOLLOWS: 1. In this Agreement, words and expressions shall have the same meanings as

are respectively assigned to them in the Conditions of Contract. 2. The following documents shall be deemed to form and be read and construed

as part of this Agreement, viz.: 1.1 The Bid Form and the Price Schedule submitted by the Bidder; 1.2 RFP and the terms and conditions of the bid; and 1.3 The Owner’s Notification of Award.

3. In consideration of the payments to be made by the Owner to the Consulting Agency as hereinafter mentioned, the Consulting Agency hereby covenants with the Owner to provide the services in full and to remedy defects therein in conformity with and in all respects with the provisions of the Contract.

4. The Owner hereby covenants to pay the Consulting Agency in consideration of the provision of the services and the remedying of defects therein, the Contract Price or such other sum as may become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract.

5. Particulars of the goods and services which shall be supplied / provided by the Consulting Agency are as enlisted in the enclosed annexure:

of 58

TOTAL VALUE: DELIVERY SCHEDULE: IN WITNESS whereof the parties hereto have caused this Agreement to be executed by their respective authorised signatories as of the date and year first indicated above. Signed, Sealed and Delivered by the Said __________________________________ (For the Owner) In the presence of ________________________ Signed, Sealed and Delivered by the Said __________________________________ (For the Consulting Agency) In the presence of _______________________

of 58

Annexure - 10: General Terms and Conditions of Contract

General Terms and Conditions of Contract

1. Definitions & Interpretation Unless the context otherwise requires, the following terms and expressions, whenever used in the Consultancy Contract (Agreement) shall have the following meanings:

1.1 “Agreement” means the main Consultancy Contract to be signed between the successful Bidder and the GUJCOST where under the successful Bidder (Consulting Agency) is to render its services as enumerated in the scope of work and the terms of reference of this RFP. The Agreement also includes all attachments, appendices, documents incorporated by reference thereto together with any subsequent modifications, the RFP, the bid offer, the acceptance and all related correspondences, clarifications, presentations thereto.

1.2 “Authorised Representative/ Agency” means any person/ agency authorised by either of the parties.

1.3 “Bidder” means any agency expressing its interest in rendering services as per the scope of work and the terms of reference of this RFP document and subsequent Agreement (Consultancy Contract) on award of work. The word “Bidder” when used in the pre-award period shall be synonymous with “Bidder”, and when used after award of the Contract shall mean the “Successful Bidder” or “Consulting Agency” or “Consultant” with whom the GUJCOST (Council) signs the Agreement, including Service Level Agreement, if any.

1.4 “Contract” is used synonymously with Agreement. [See the definition of “Agreement” given in Clause 1.1 above].

1.5 “Consulting Agency” or “Consultant” means the Bidder or agency selected for providing services to the GUJCOST under this Consultancy Contract.

1.6 “Corrupt Practice” means the offering, giving, receiving or soliciting of anything of value or influence the action of a public official in the process of Contract execution.

1.7 “Contract price” means the total cost of the consultancy assignment as agreed between the GUJCOST and the selected Consulting Agency, and includes all fees and costs and taxes payable to the Consulting Agency.

1.8 “Council” means the Gujarat Council on Science and Technology (GUJCOST).

1.9 “DDOT Agency” means the Implementing Agency. 1.10 “Default Notice” means the written notice of Default of the Agreement

issued by one Party to the other in terms hereof. 1.11 “Effective Date” means the date on which this Contract comes into

force.

of 58

1.12 “Fraudulent Practice” means a misrepresentation of facts in order to influence a procurement process or the execution of Contract and includes collusive practice among Bidders (prior to or after Bid submission) designed to establish Bid prices at artificial non-competitive levels and to deprive the GUJCOST of the benefits of free and open competition.

1.13 “Good Industry Practice” means the exercise of that degree of skill, diligence and prudence which would reasonably and ordinarily be expected from a reasonably skilled and experienced Agency engaged in the same type of undertaking under the same or similar circumstances.

1.14 “GoI” shall stand for the Government of India. 1.15 “GoG” shall stand for the Government of Gujarat. 1.16 “GUJCOST” is the owner of this RFP and Project and terms like

“Council”, “Tendering Authority”, “Authority”, “Client”, “Department” are used synonymously to represent the same.

1.17 “Implementing Agencies” are the agencies (contractors) who will be appointed by the GUJCOST for the actual development and execution of the Project.

1.18 “Law” or “Applicable Law” means any Act, notification, by-laws, rules and regulations, directive, ordinance, order or instruction having the force of law enacted or issued by the Government of India and/ or the Government of Gujarat or any other Government or regulatory authority or political subdivision of Government agency (in India).

1.19 “LoI” means Letter of Intent, which constitutes the intention of the GUJCOST to place the Work Order with the successful Bidder.

1.20 “LoA” means Letter of Award of work issued by the GUJCOST to the successful Bidder. LoA will be issued after the successful Bidder gives his acceptance to the LoI.

1.21 “Material Breach” means such a substantial failure in the performance of this Contract which has a serious effect on the benefit that the innocent or aggrieved party would have otherwise derived from the Contract, and consequently, it releases the innocent party from its obligations and accrues to it the right to terminate the Contract.

1.22 “Party” means the GUJCOST or the Consulting Agency, as the case may be, and “Parties” means both of them.

1.23 “Period of Agreement” or “Consultancy Contract Period” means the period starting with the date of issuance of LoI/LoA, whichever is earlier. The successful Bidder will be engaged by the GUJCOST to execute and provide the required services as per the scope of the RFP document for nearly 3 years and 6 months.

1.24 “Price Bids” means the Financial Proposal submitted by the Bidders in response to the Request for Proposal (RFP).

1.25 “Request for Proposal (RFP)”, means the detailed notification document seeking a set of solution(s), services(s), materials and/or any combination of them.

of 58

1.26 “Services” means the work to be performed by the Consulting Agency pursuant to this Contract.

1.27 “Termination Notice” means the written notice of termination of the Agreement issued by one Party to the other in terms hereof.

1.28 “Third Party” means any person or entity other than the Government, the GUJCOST, the Consulting Agency or a Sub-Consultant.

2. Heading

The headings shall not limit, alter or affect the meaning of this Contract. 3. Contract Obligations

Once the Contract is confirmed and signed, the terms and conditions contained therein shall take precedence over the Bidder’s bid and all previous correspondence. If, after the award of the Contract, the Bidder does not sign the Agreement or fails to furnish the Performance Bank Guarantee within the prescribed time, as per tender requirements & if the operation is not started within fifteen (15) working days after submission of PBG as mentioned, the Council reserves the right to cancel the contract and invoke all remedies available to it under the terms and conditions of this Contract.

4. Lack of Information to Bidder The selected Bidder shall be deemed to have carefully examined all contract documents to its entire satisfaction. Any lack of information shall not, in any way, relieve the Bidder of its responsibility to fulfil its obligations under the Contract.

5. Obligations of the Consulting Agency 5.1 Standards of Performance: The Consulting Agency shall render the Services

and carry out the obligations hereunder and execute the roles and responsibilities specified in the ‘Scope of Work’ and ‘Terms of Reference’ of the RFP — with all due diligence, efficiency and economy, in accordance with generally accepted professional standards and practices, and shall observe sound management practices, and employ appropriate technology and safe and effective equipment, machinery, materials and methods. It shall always act, in respect of any matter relating to this Contract, as faithful adviser to the Council, and shall at all times support and safeguard the Council’s legitimate interests in any dealings with Implementing Agencies, contractors, Sub-Consultants or Third Parties.

5.2 The Consulting Agency and its professional staff at the project site shall work as per the work schedule agreed with the Council.

5.3 Law Governing Services: The Consulting Agency shall perform the Services in accordance with the Applicable Law and shall take all practicable steps to ensure that any Sub-Consultants, as well as the Personnel of the Consultant and any Sub- Consultants, comply with the Applicable Law.

of 58

5.4 Conflict of Interests: The Consulting Agency shall hold the Council’s interests paramount, without any consideration for future work, and strictly avoid conflict with other assignments or its own corporate interests. 5.4.1 Consulting Agency not to Benefit from Commissions, Discounts, etc:

The payment of the Consulting Agency pursuant to Clauses 6.5 & 6.6 hereof shall constitute the Consulting Agency’s only payment in connection with this Contract and, subject to Clause 5.5 hereof, the Consulting Agency shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or in the discharge of its obligations hereunder, and it shall use its best efforts to ensure that any Sub-Consultants, as well as the Personnel and agents of either of them, similarly shall not receive any such additional payment.

5.4.2 Furthermore, if the Consulting Agency, as part of the Services, has the responsibility of advising the Council on the procurement of goods, works or services, it shall comply with the Council’s applicable procurement guidelines, and shall at all times exercise such responsibility in the best interest of the Council. Any discounts or commissions obtained by the Consulting Agency in the exercise of such procurement responsibility shall be for the account of the Council.

5.5 Consultant and Affiliates not to engage in certain activities: The Consulting Agency agrees that, during the term of this Contract and after its termination, it and any entity affiliated with it, as well as any Sub-Consultants and any entity affiliated with such Sub-Consultants, shall be disqualified from providing goods, works or services (other than consulting services) resulting from or directly related to the Consulting Agency’s Services for the preparation or implementation of the project.

5.6 Prohibition of Conflicting Activities: The Consulting Agency shall not engage, and shall cause their Personnel as well as their Sub-Consultants and their Personnel not to engage, either directly or indirectly, in any business or professional activities which would conflict with the activities assigned to them under this Contract.

5.7 Confidentiality: Except with the prior written consent of the Council, the Consulting Agency and the Personnel shall not at any time communicate to any person or entity any confidential information acquired in the course of the Services, nor shall the Consulting Agency and the Personnel make public the recommendations formulated in the course of, or as a result of, the Services.

5.8 Liability of the Consultant: Subject to the provisions set forth in this Contract, the Consulting Agency’s liability under this Contract shall be governed by the Applicable Law.

5.9 Insurance to be Taken Out by the Consultant: The Consulting Agency (i) shall take out and maintain, and shall cause any Sub-Consultants to take out and maintain, at its (or the Sub- Consultants’, as the case may be) own cost but on terms and conditions approved by the Council, insurance against the risks,

of 58

and for the coverage specified in this Contract, and (ii) at the Council’s request, shall provide evidence to the Council showing that such insurance has been taken out and maintained and that the current premiums therefore have been paid.

5.10 Accounting, Inspection and Auditing: The Consulting Agency (i) shall keep accurate and systematic accounts and records in respect of the Services hereunder, in accordance with internationally accepted accounting principles and in such form and detail as will clearly identify all relevant time changes and costs, and the bases thereof, and (ii) shall periodically permit the Council or its designated representative up to five years from expiration or termination of this Contract, to inspect the same and make copies thereof as well as to have them audited by auditors appointed by the Council.

5.11 Consultant’s Actions Requiring Council’s Prior Approval: The Council will not permit sub-contracting of any part of the assignment as per the Request for Proposal. In special circumstances that may require the Consulting Agency to subcontract work relating to the Services to an extent and with such experts and entities, the Council may at its sole discretion consider such subcontracting. The Consulting Agency shall have to obtain Council’s prior approval for such subcontracting. Notwithstanding such approval, the Consulting Agency shall retain full responsibility for the Services under the Contract. In the event that any Sub-Consultants are found by the Council to be incompetent or incapable in discharging assigned duties, the Council may require the Consulting Agency to provide a replacement, with qualifications and experience acceptable to the Council, or to resume the performance of the Services itself.

5.12 Reporting Obligations: The Consulting Agency shall submit to the Council the reports and documents specified in the Request for Proposal, in the form, in the numbers and within the time periods as prescribed by the Council. Final reports shall be delivered in CD ROM in addition to the hard copies.

5.13 Documents Prepared by the Consultant to be the Property of the Council: All plans, specifications, reports, other documents and software prepared by the Consulting Agency for the Council under this Contract shall become and remain the property of the Council, and the Consulting Agency shall, not later than upon termination or expiration of this Contract, deliver all such documents to the Council, together with a detailed inventory thereof.

5.14 Equipment and Materials Provided by the Consultants: Equipment or materials brought by the Consulting Agency and the Personnel and used either for the Project or personal use shall remain the property of the Consulting Agency or the Personnel concerned, as applicable.

5.15 Consultant’s Personnel: The Consulting Agency shall employ and provide such qualified and experienced Personnel and Sub-Consultants as are required to carry out the Services.

of 58

5.16 Additional Scope of Work: If additional work is allotted, the Consulting Agency concerned shall be entitled to additional consultancy fees accordingly; and it has to deposit an additional Performance Security also accordingly.

of 58

6. Obligations of the Council (GUJCOST) 6.1 Assistance and Exemptions: The Council shall assist the Consulting Agency

and its staff for getting necessary statutory permissions, approvals as may be required under the law for their stay at the project site and for providing Services as per the terms of the reference. Such assistance shall not be considered as Council’s obligation.

6.2 Access to Land: The Council warrants that the Consulting Agency shall have, free of charge unimpeded access to all land at the project site in respect of which access is required for the performance of the Services under the Contract.

6.3 Change in the Applicable Law Related to Taxes and Duties: If, after the date of this Contract, there is any change in the Applicable Law with respect to taxes and duties which increases or decreases the cost incurred by the Consulting Agency in performing the Services, then the expenses otherwise payable to the Consulting Agency under this Contract shall be increased or decreased accordingly by agreement between the Parties hereto, and corresponding adjustments shall be made to the ceiling amounts specified in Clause 6.6.1.

6.4 Services, Facilities and Property of the Council: 6.4.1 The Council shall make available to the Consulting Agency and the

Personnel, for the purposes of the services and free of any charge, the services, facilities and property described in the Request for Proposal.

6.4.2 In case that such services, facilities and property shall not be made available to the Consulting Agency as and when specified, the Parties shall agree on (i) any time extension that it may be appropriate to grant to the Consulting Agency for the performance of the Services, (ii) the manner in which the Consulting Agency shall procure any such services, facilities and property from other sources, and (iii) the additional payments, if any, to be made to the Consulting Agency as a result thereof.

6.5 Payment: In consideration of the Services performed by the Consulting Agency under this Contract, the Council shall make to the Consulting Agency such payments and in such manner as is provided by Clause 6.6 of this Contract.

6.6 Payments to the Consultant: 6.6.1 Cost Estimates, Ceiling Amount: The payment to the Consulting

Agency shall be made in accordance with the payment schedule break up as per this RFP.

6.6.2 Remuneration and Reimbursable Expenses: The payment to the Consulting Agency shall be made in accordance with the payment schedule break up as per this RFP.

6.6.3 Currency of Payment: All payments will be made in Indian Rupees.

of 58

7. Fraudulent & Corrupt Practices

7.1 “Fraudulent Practice” means a misrepresentation of facts in order to influence a procurement process or the execution of Contract and includes collusive practice among Bidders (prior to or after Bid submission) designed to establish Bid prices at artificial non-competitive levels and to deprive the Council of the benefits of free and open competition.

7.2 “Corrupt Practice” means the offering, giving, receiving or soliciting of anything of value, pressurising to influence the action of a public official in the process of Contract execution.

7.3 The Council will reject a proposal for award and may forfeit the EMD and/or Performance Guarantee if it determines that the Bidder recommended for award has engaged in corrupt or fraudulent practices in competing for, or in executing, contract(s).

of 58

8. Penalty Clauses

8.1 Liquidated Damages for delay If there is any delay in Consulting Agency’s Services, which is conclusively proved to have arisen on account of reasons solely attributable to the Consulting Agency, resulting in extension of overall schedule for completion of the project, then the Council shall be entitled to recover from the Consulting Agency by way of liquidated damages an amount calculated at the rate of 0.1 % (zero point one per cent) per day of the value of delayed Project Consultancy Fee, subject to a maximum of 10 % of the Consultant’s fees for the project. The Council shall have the right to recover the liquidated damages from the bills of the Consulting Agency. However, in case of delay due to reasons beyond the control of the Consultant, suitable extension of time shall be granted.

8.2 Penalties (Limitation of Liability)

The Consulting Agency shall carry out the consulting Services in conformity with the general accepted norms and sound standards expected for such services. The Consulting Agency shall be responsible for technical soundness of the Services rendered. The Council may review, monitor and check the works carried out by the Consulting Agency. If such checks disclose that the works carried out by the Consulting Agency do not meet the specified requirements (i.e. in the event of any deficiency in the Services), the Consulting Agency shall inter alia promptly re-do such Services at no additional cost to the Council. In addition, the Council may impose a penalty limited to 10% of the consultancy fee of the portion affected. If the deficiency in services is not rectified, the Council may not pay the consultancy fees for the affected portion of the consultancy assignment.

9. Force Majeure 9.1 Definition:

9.1.1 For the purposes of this Contract, “force majeure” means an event which is beyond the reasonable control of a Party, or is not foreseeable, or is unavoidable, and which makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Party invoking force majeure to prevent), confiscation or any other action by Government agencies.

of 58

9.1.2 Force Majeure, however, shall not include (i) any event which is caused by the negligence or intentional action of the Consulting Agency or its Sub-Consultants or agents or employees; nor (ii) any event which a diligent consultant could reasonably have been expected both to take into account at the time of the conclusion of this Contract, and avoid or overcome in the carrying out of its obligations hereunder.

9.1.3 Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.

9.2 No Breach of Contract: The failure of the Consulting Agency to fulfill any of its obligations hereunder shall not be considered to be a breach of, or default under, this Contract in so far as such inability arises from an event of force majeure, provided that the Consulting Agency affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms and conditions of this Contract.

9.3 Measures to be Taken: 9.3.1 The Consulting Agency affected by an event of force majeure shall

continue to perform its obligations under the Contract as far as is reasonably practicable, and shall take all reasonable measures to minimise the consequences of any event of force majeure.

9.3.2 The Consulting Agency affected by an event of force majeure shall notify the Council of such event as soon as possible, and in any case not later than fourteen (14) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give written notice of the restoration of normal conditions as soon as possible.

9.3.3 Any period within which the Consulting Agency shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Consulting Agency was unable to perform such action as a result of force majeure.

9.3.4 During the period of its inability to perform the Services as a result of an event of force majeure, the Consulting Agency, upon instructions by the Council, shall either: (i) demobilise, in which case the Consulting Agency shall be reimbursed for additional costs it reasonably and necessarily incurred, and, if required by the Council, in reactivating the services; or (ii) continue with the services to the extent possible, in which case the Consulting Agency shall continue to be paid under the terms of this Contract and be reimbursed for additional costs reasonably and necessarily incurred.

9.3.5 In the case of disagreement between the Parties as to the existence or extent of force majeure, the matter shall be settled according to Clause 22.

of 58

10. Suspension

The Council may, by written notice of suspension to the Consulting Agency, suspend all payments to it hereunder if it fails to perform any of its obligations under this Contract, including the carrying out of the Services, provided that such notice of suspension:

(i) shall specify the nature of the failure, and (ii) shall request the Consulting Agency to remedy such failure within a

period not exceeding thirty (30) days after receipt by the Consulting Agency of such notice of suspension.

11. Termination

11.1 By the Council(GUJCOST) The Council may terminate this Contract in case of the occurrence of any of the events specified in paragraphs (a) to (g) of this Clause. In such an occurrence, the Council shall give a written notice of termination of not less than thirty (30) days to the Consulting Agency, and sixty (60) days’ in case of the event referred to in (g).

(a) Material or Fundamental Breach: If the Consulting Agency fails to remedy a failure in the performance of its obligations hereunder, as specified in a notice of suspension pursuant to Clause 10 hereinabove, within thirty (30) days of receipt of such notice of suspension or within such further period as the Council may have subsequently approved in writing.

(b) If the Consulting Agency becomes insolvent or bankrupt or enter into any agreements with its creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary.

(c) If the Consulting Agency fails to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause 22 hereof.

(d) If the Consulting Agency, in the judgment of the Council, has engaged in corrupt or fraudulent practices in competing for or in executing this Contract.

(e) If the Consulting Agency submits to the Council a false statement which has a material effect on the rights, obligations or interests of the Council.

(f) If, as the result of force majeure, the Consulting Agency is unable to perform a material portion of the Services for a period of not less than sixty (60) days.

(g) If the Council, in its sole discretion and for any reason whatsoever, decides to terminate this Contract.

of 58

11.2 By the Consulting Agency The Consulting Agency may terminate this Contract, by not less than thirty (30) days’ written notice to the Council, such notice to be given after the occurrence of any of the events specified in paragraphs (a) and (b) of this Clause:

(a) If, as a result of force majeure, the Consulting Agency is unable to perform a material portion of the Services for a period of not less than sixty (60) days.

(b) If the Council fails to comply with any final decision reached as a result of arbitration pursuant to Clause 22 hereof.

11.3 Cessation of Rights and Obligations Upon termination of this Contract pursuant to Clauses 18.2 or 11 hereof, or upon expiration of this Contract pursuant to Clause 18.4 hereof, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued on the date of termination or expiration, (ii) the obligation of confidentiality set forth in Clause 5.7 hereof, (iii) the Consultant’s obligation to permit inspection, copying and auditing of their accounts and records set forth in Clause 5.10 hereof, and (iv) any right which the Consulting Agency may have under the Applicable Law.

11.4 Cessation of Services Upon termination of this Contract pursuant to Clauses 11.1 or 11.2 hereof, the Consulting Agency shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Services to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose to a minimum. With respect to documents prepared by the Consulting Agency and equipment and materials furnished by the Council, the Consulting Agency shall proceed as provided, respectively, by Clause 5.13 hereof.

11.5 Payment upon Termination Upon termination of this Contract pursuant to Clauses 11.1 or 11.2 hereof, the Council shall make the following payments to the Consulting Agency:

(a) Remuneration pursuant to Clause 6.6 hereof for Services satisfactorily performed prior to the effective date of termination, and reimbursable expenditures pursuant to Clause 6.6 hereof for expenditures actually incurred prior to the effective date of termination; and

(b) Except in the case of termination pursuant to paragraphs (a) to (e) of Clause 11.1 hereof, reimbursement reasonable cost incidental to the prompt and termination of this Contract including the cost of the travel of the Personnel and their eligible dependents.

11.6 Disputes about Events of Termination If either Party disputes whether an event specified in paragraphs (a) to (f) of Clause 11.1 or Clause 11.2 hereof has occurred, such Party may, within forty-five (45) days after receipt of notice of termination from the other Party,

of 58

refer the matter to Clause 22 hereof, and this Contract shall not be terminated on account of such event except in accordance with the terms of any resulting arbitral award.

12. Representation and Warranties

The Consulting Agency warrants and covenants that it shall perform its contractual obligations and render services to the highest professional standards in a safe manner in accordance with Good Industry Practice.

13. Indemnification

13.1 The Consulting Agency shall on behalf of the Council indemnify their officers, employees, etc against all action, suits, claims and demands of any character brought, in respect of any matter or thing done or omitted to be done by the Consulting Agency in the execution, or in connection with the works of this Contract and against any loss or damage to the Council or its workmen/labourers in consequences of accidents causing damage or loss of the life of its workmen/labourers, etc; all such payments made by the Council shall be recovered from the Consulting Agency from its dues outstanding, remains to be paid or that which becomes payable.

13.2 The Council shall not be liable to the Consulting Agency for damages or loses or delays resulting from act of third parties or by injunction or other restraining orders obtained by third parties.

13.3 The Consulting Agency shall keep itself fully informed of all Acts, laws of central and state governments, all local bye-laws, ordinances, rules and regulations and all orders and decrees of bodies or tribunals having any jurisdiction or authority which in any manner effect the conduct of the works. It shall at all times observe and comply with all such laws, ordinances, rules and regulations, orders and decrees and shall give all notices any pay out of its own money, say fees or charges to which it may be liable.

13.4 The Consulting Agency shall indemnify the Council from and against all claims, proceedings damages, costs and expense which may be brought or made against the Council or to which it may be put by reason of the contact infringing or being held to have infringed any patent rights or copyrights in relation to services rendered at any time during the execution or after the completion of the work, and in the event of any injunction being obtained against the same, the Consulting Agency shall replace the same with other materials, plan, etc which do not infringe any such patent right or copyright.

13.5 It shall protect and indemnify the Council and its officers and employees against any claim or liability arising from or based on the violation of any such laws, ordinances, regulations orders, or decrees whether by itself or by its employees.

13.6 The Consulting Agency shall indemnify the Council against all third party claims of infringement of patent, royalties, trademark or industrial design rights arising from use of the goods or any part thereof.

of 58

14. Documents Prepared by the Consultant to be the Property of the Council

(GUJCOST) 14.1 All plans, specifications, reports and other documents prepared by the

Consulting Agency for the Council under this Contract shall become and remain the property of the Council, and the Consulting Agency shall, not later than upon termination or expiration of this Contract, deliver all such documents to the Council, together with a detailed inventory thereof.

14.2 The Consulting Agency, its Sub-Contractors or a Third Party shall not use these documents and properties for purposes unrelated to this Agreement without the prior written approval of the Council.

14.3 The Consulting Agency shall hold the Council harmless and indemnify for any losses, claims, damages, expenses (including all legal expenses), awards, penalties or injuries (collectively referred to as ‘claims’) which may arise from or due to any unauthorised use of such documents and properties, or due to any breach or failure on part of the Consulting Agency or its Sub-Contractors or a Third Party to perform any of its duties or obligations in relation to securing the aforementioned rights of the Council.

15. Limitation of Liability

The Consulting Agency’s cumulative liability for its obligations under the Contract shall not exceed the Contract value and the Successful Bidder shall not be liable for incidental, consequential, or indirect damages including loss of profit or saving.

16. Confidentiality

16.1 The Consulting Agency understands and agrees that all materials and information marked and identified by the Council as ‘Confidential’ are valuable assets of the Council and are to be considered the Council’s proprietary information and property. The Consulting Agency will treat all confidential materials and information provided by the Council with the highest degree of care necessary to ensure that unauthorised disclosure does not occur. The Consulting Agency shall not use or disclose any materials or information provided by the Council without its prior written approval.

16.2 The Consulting Agency shall not be liable for disclosure or use of any materials or information provided by the Council or developed by Consulting Agency which is:

16.2.1 Possessed by the Consulting Agency prior to receipt from the Council, other than through prior disclosure by the Council, as documented by Consulting Agency’s written records; or

16.2.2 Published or available to the general public otherwise than through a breach of Confidentiality; or

of 58

16.2.3 Obtained by the Consulting Agency from a third party with a valid right to make such disclosure, provided that said third party is not under a confidentiality obligation to the Council; or

16.2.4 Developed independently by the Consulting Agency. 16.3 In the event that the Consulting Agency is required by judicial or

administrative process to disclose any information or materials required to be held confidential hereunder, the Consulting Agency shall promptly notify the Council and allow it a reasonable time to oppose such process before making disclosure.

16.4 The Consulting Agency understands and agrees that any use or dissemination of information in violation of this Confidentiality Clause will cause the Council irreparable harm, may leave the Council with no adequate remedy at law and the Council is entitled to seek to injunctive relief.

16.5 The Council does not wish to receive the Confidential Information of Consulting Agency, and the Consulting Agency agrees that it will first provide or disclose information which is not confidential. Only to the extent that the Council requests Confidential Information from the Consulting Agency, then Consulting Agency will furnish or disclose Confidential Information.

16.6 Nothing herein shall be construed as granting to either party any right or license under any copyrights, inventions, or patents now or hereafter owned or controlled by the other party. The requirements of use and confidentiality set forth herein shall survive the expiration, termination or cancellation of this Contract. Confidential Information disclosed under this Contract shall be subject to confidentiality obligations for a period of two years following the initial date of disclosure. Nothing contained in this Contract shall limit the Consulting Agency from providing similar services to any third parties or reusing the skills, know‐how, and experience gained by the employees in providing the services contemplated under this Contract.

16.7 This Clause is subject to Clause 14 (Documents Prepared by the Consultant to be the Property of the Council)

17. Use of Agreement Documents and Information

17.1 The Consulting Agency shall not without prior written consent from the Council disclose the Agreement or any provision thereof or any specification, plans, drawings, pattern, samples or information furnished by or on behalf of the Council in connection therewith to any person other than the person employed by the Consulting Agency in the performance of the Agreement. Disclosure to any such employee shall be made in confidence and shall extend only as far as may be necessary for such performance.

17.2 The Consulting Agency shall not without prior written consent of the Council make use of any document or information made available for the project except for purposes of performing the Agreement.

17.3 All project related documents issued by the Council other than the Agreement itself shall remain the property of the Council and originals and all

of 58

copies shall be returned to the Council on completion of the work under the Agreement, if so required by the Council.

18. Commencement, Completion, Modification and Termination of Contract

18.1 Effectiveness of Contract: This Contract shall come into force and become effective on the date (the “Effective Date”) of the Council’s notice to the Consultant instructing the Consultant to begin carrying out the Services. This notice shall confirm that the effectiveness conditions, if any, have been met.

18.2 Termination of Contract for Failure to Become Effective: If this Agreement has not become effective within prescribed period after the Agreement is signed by the parties, and for which none of the Parties is responsible, the Council or Consultant may, by giving 30 days’ written notice to other party, declare this Agreement to be null and void; and in the event of such a declaration by either party, neither party shall have any claim against the other party with respect hereto.

18.3 Commencement of Services: The Consultant shall begin carrying out the Services not later than the number of days prescribed herein after the Effective Date.

18.4 Expiration of Contract: Unless terminated earlier pursuant to Clause No. 11 hereof, this Contract shall expire when Services have been completed and all payments have been made at the end of such time period after the effective date, as specified in the document.

18.5 Entire Agreement: This Agreement (as defined in Clause 1.1) contains all covenants, stipulations and provisions agreed by the Parties. No agent or representative of either Party has authority to make, and the Parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein.

18.6 Modifications or Variations: Any modification or variation of the terms and conditions of this Contract, including any modification or variation of the scope of the Services, may only be made by mutual agreement in writing between the Parties. All alterations and changes in the Agreement will take into account prevailing rules, regulations and laws applicable in the State of Gujarat.

19. Taxes and Duties The Consulting Agency shall be liable for all taxes and duties, etc, as may be applicable from time to time.

20. Books & Records

The Consulting Agency shall maintain adequate documents related to Project’s physical materials and equipment for inspection and audit by the Council during the term of the Contract until expiry of the Performance Guarantee.

of 58

21. Fairness and Good Faith 21.1 Good Faith

The Parties undertake to act in good faith with respect to each other’s rights under this Contract and to adopt all reasonable measures to ensure the realisation of the objectives of this Contract.

21.2 Operation of the Contract The Parties recognise that it is impracticable in this Contract to provide for every contingency which may arise during the life of the Contract, and the Parties hereby agree that it is their intention that this Contract shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Contract either Party believes that this Contract is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness, but no failure to agree on any action pursuant to this Clause shall give rise to a dispute subject to arbitration in accordance with Clause 22 hereof.

22. Resolution of Disputes

22.1 All legal disputes between the parties shall be subject to the jurisdiction of the courts situated in Gandhinagar, Gujarat only.

22.2 If any dispute arises between the Parties hereto during the subsistence or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of the Agreement or regarding a question, including the questions as to whether the termination of the Contract (Agreement) by one Party hereto has been legitimate, both Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts [which attempt shall continue for not less than 30 (thirty) days], give 15 days’ notice thereof to the other Party in writing.

22.3 In case of such failure, the dispute shall be referred to a sole arbitrator; and in case of disagreement as to the appointment of the sole arbitrator, the dispute shall be referred to three arbitrators, two of whom will be appointed by each Party and the third appointed by the two arbitrators.

22.4 The place of the arbitration shall be Gandhinagar, Gujarat. 22.5 The Arbitration proceeding shall be governed by the Arbitration and

Conciliation Act of 1996 as amended from time to time. 22.6 The proceedings of arbitration shall be in English language. 22.7 The arbitrator’s award shall be substantiated in writing. The arbitration

tribunal shall also decide on the costs of the arbitration procedure. 22.8 The Parties hereto shall submit to the arbitrator’s award and the award

shall be enforceable in any competent court of law.

of 58

23. Notices

23.1 Any notice, request or consent required or permitted to be given or made pursuant to this Contract shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorised representative of the Party to whom the communication is addressed, or when sent to such Party at the address specified for the same.

23.2 A Party may change its address for notice hereunder by giving the other Party notice in writing of such change.

24. Relationship between the Parties

Nothing contained herein shall be construed as establishing a relationship of master and servant or of principal and agent as between the Council and the Consulting Agency. The Consulting Agency, subject to this Contract, has complete charge of Personnel and Sub-Consultants, if any, performing the Services and shall be fully responsible for the Services performed by them or on their behalf hereunder.

25. “Period of Agreement” or “Consultancy Contract Period”

The Period of Agreement starts with the date of issuance of LoI/LoA, whichever is earlier. The successful Bidder shall execute and provide the required services as per the scope of work and terms of reference of the RFP document for the initial period of preparing RFP documents and assisting the GUJCOST in selecting the Implementing Agencies; for rendering services during the execution of the project by the Implementing Agency (ies); and for three (03) months after the completion of development. The total duration would be nearly 3 years and 6 months.

26. Governing Law

This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the Indian Law.

27. Language

This Contract has been executed in ‘English’ language, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract.