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Request for Proposal
Haryana Mass Rapid Transport Corporation Limited (HMRTC) invites proposal for preparation of Detailed Project Report (DPR) for metro rail connectivity from Subhash Chowk to Railway Station Gurugram. Detailed RFP document can be downloaded from website: www.hmrtc.org.in.
Deadline for proposal submission is 04:00 PM on Thursday, August 17, 2017.
Haryana Mass Rapid Transport Corporation Limited C-3, HUDA Complex, Sec.-6, Panchkula Ph: 0172-2563003 E-mail: [email protected] Website: www.hmrtc.org.in
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REQUEST FOR PROPOSAL (RFP)
FOR
SELECTION OF CONSULTANT
FOR
PREPARATION OF DETAILED PROJECT REPORT (DPR) FOR METRO RAIL CONNECTIVITY FROM SUBHASH
CHOWK TO RAILWAY STATION GURUGRAM (17.11 KM)
Haryana Mass Rapid Transport Corporation
Limited (HMRTC)
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TABLE OF CONTENTS
Sr. No. Contents Page No.
1. INTRODUCTION 3
2. PRE BID MEETING 3
3. ELIGIBILITY CONDITIONS
I. TURNOVER
II. QUALIFICATION
3
3
4. EARNEST MONEY DEPOSIT 4
5. PERFORMANCE SECURITY 4
6. EVALUATION CRITERIA 4
7. APPENDICES
APPENDIX – I TERMS OF REFERENCE APPENDIX - II TECHNICAL PROPOSAL FORM
APPENDIX – III FINANCIAL PROPOSAL FORM APPENDIX – IV GENERAL CONDITIONS OF CONTRACT
6
10
13
14
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1. INTRODUCTION
i) Haryana Mass Rapid Transport Corporation Limited (HMRTC) is a wholly
owned company of Government of Haryana incorporated to implement
the Mass Rapid Transport Projects in Haryana. HMRTC invites Request
For Proposal for preparation of Detailed Project Report (DPR) for Metro
Rail extension from Subhash Chowk to Railway Station Gurugram.
Techno-feasibility study of the alignment has been got conducted from
DMRC which has found it to be viable. HSIIDC is already implementing
the project of extension of Metro link from HUDA City Centre Gurugram
to Bawal. Hence, it is envisaged that the Metro alignment between
HUDA City Centre Gurugram to Subhash Chowk on Sohna road shall be
common for both the Metro links, i.e., HUDA City Centre Gurugram to
Railway Station Grugram and HUDA City Centre Gurugram to Bawal.
ii) The proposed alignment of the Metro link is from Subhash Chowk to Hero
Honda Chowk, cross NH-8 at Hero Honda Chowk and will continue
towards Basai road crossing from where it will take right turn to Neki
Ram Road and reach Sector 4-5 crossing and will reach Gurugram
Railway Station via Railway road.
2. PRE BID MEETING
Pre-Bid meeting shall be held as per following schedule:
Date & Time : 01.08.2017 at 03:00 PM Venue : Conference Hall of HUDA Complex, Sector – 6,
Panchkula
3. ELIGIBILITY CONDITIONS
I) TURNOVER
i. In case of a Single Bidder, its average annual audited turnover from
consultancy services from mass transportation projects for the last three
financial years/Calendar years (starting not earlier than 2013-14) should
be equal or higher than INR 50 Crore.
ii. In case of a Consortium, it must meet together Financial Qualification
Criteria specified in (i) above and individually meet Financial Criteria as
specified below:
a) Lead Member: the annual average audited turnover from
consultancy services for the last three financial years/calendar years (starting not earlier than 2013-14) should be equal or
higher than INR 25 crore. b) Non Lead Member: The annual average audited turnover from
consultancy services for the last three financial years/calendar
years (starting not earlier than 2013-14) should be equal or higher than INR 10 crore.
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II) Qualification & experience of key professional:
i. Team leader should be Post-Graduate in Urban planning/ Graduate in
engineering from a reputed institute with at least 15 years of experience
in planning, project preparation, design of Metro/Rail projects and also
led the DPR preparation teams for at least three Eligible Assignments.
ii. The desirable subject experts (Urban Planner, Track & Alignment expert,
Geo tech and Survey expert, Architect cum Station Planning Expert, Civil
Structural engineer, MRTS Rolling stock expert, S&T, RAMS, System
integration & O&M expert, Environmental Resettlement & site Safety
Expert, Economical and Procurement/ Financing scheme expert, Social
expert etc.) should be post graduate in related fields with at least 10
years of experience.
4. EARNEST MONEY DEPOSIT
Bidders are required to submit Earnest Money Deposit (EMD) of ` 5 Lakhs
along with their Technical Bids through RTGS. The EMD may be
submitted in the bank account of Haryana Mass Rapid Transport
Corporation Limited (HMRTC) maintained with Punjab National Bank
having account No. 1183002100025357, IFSC- PUNB0118300. EMD is to
remain valid for a period of ninety days beyond the final bid validity
period. EMD of the unsuccessful bidders will be returned (without any
interest) to them at the earliest after expiry of the final bid validity and
latest on or before the 30th day after the award of the contract. The Bid
Security of the successful bidder would be returned/adjusted, without
any interest whatsoever, after the receipt of Performance Security from
them as called for in the contract. The EMD will be forfeited if the bidder
withdraws or amends impairs or derogates from the tender in any
respect within the validity period of their tender. EMD shall not be
accepted in any other form except RTGS.
5. PERFORMANCE SECURITY
The successful bidder shall submit 10% of the accepted bid cost as
Performance Security by way of Bank Guarantee from Nationalized/Scheduled bank in favour of HMRTC along with letter of acceptance prior to signing of the contract. The bank guarantee shall be
valid till acceptance of DPR from Government.
6. EVALUATION CRITERIA
Evaluation of the proposal shall be based on Quality & Cost Based Selection (QCBS). Following shall be criteria and weightage for
evaluation
S.No. Criteria Weightage
1. Past Experience of the firm i) Number of Years experience
ii) Past Experience in preparation of DPR of Metro Projects
50% 20%
70%
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The consultant/bidder who will secure a minimum of 50% marks in technical proposal (Sr. No. 1-3 of above table) shall be shortlisted. The
financial bids of only the shortlisted consultants/bidders shall be opened. Thereafter, evaluation on QCBS basis will be done with 80 marks for
technical evaluation and 20 marks for the financial proposal (price).
iii) DPR prepared for Metro Projects in India 10%
2. Experience of Key Personnel Qualifications Relevant Experience
25% 30% 70%
3. Proposed methodology and work plan
10%
4. Financial Strength of the Consultant Turnover figure for last five years
Net Profit Figure for last five years
15% 50%
50%
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Appendix - I
TERMS OF REFERENCE (TOR)
TERMS OF REFERENCE (TOR) FOR PREPARATION OF DETAILED PROJECT REPORT (DPR)
FOR METRO RAIL CONNECTION FROM SUBHASH CHOWK TO RAILWAY STATION
GURUGRAM (17.11 KM).
1.0 GENERAL
1.1 INTRODUCTION
i) Haryana Mass Rapid Transport Corporation Limited (HMRTC) is a wholly owned
company of Government of Haryana incorporated to implement the Mass Rapid
Transport Projects in Haryana. HMRTC invites Request For Proposal for
preparation of Detailed Project Report (DPR) for Metro Rail extension from
Subhash Chowk to Railway Station Gurugram. Techno-feasibility study of the
alignment has been got conducted from DMRC which has found it to be viable.
HSIIDC is already implementing the project of extension of Metro link from HUDA
City Centre Gurugram to Bawal. Hence, it is envisaged that the Metro alignment
between HUDA City Centre Gurugram to Subhash Chowk on Sohna road shall be
common for both the Metro links, i.e., HUDA City Centre Gurugram to Railway
Station Grugram and HUDA City Centre Gurugram to Bawal.
ii) The proposed alignment of the Metro link is from Subhash Chowk to Hero Honda
Chowk, cross NH-8 at Hero Honda Chowk and will continue towards Basai road
crossing from where it will take right turn to Neki Ram Road and reach Sector 4-5
crossing and will reach Gurugram Railway Station via Railway road.
2.0 Metro Rail System
2.1 Services to be rendered
The services to be rendered under the proposed detailed study will include:
i) Traffic & Transportation surveys for estimation of Transport Demand and
projection of sectional and station traffic loads for various horizon years.
ii) Preparation of alternative routes on Google/available standard maps.
iii) Multi modal Traffic integration, planning for feeder bus service, public bike
sharing and pedestrianisation in the influence area of stations.
iv) Field Surveys and preparation of topographical survey plans for route alignments
and assessment of land requirement for facilities like station areas, Electric sub
stations (TSS and RSS) Maintenance Depot and Construction Depots.
v) Field Surveys for identification of major above- ground utilities along the
proposed Metro route requiring diversion/relocation. Details of underground
utilities shall have to be procured from the concerned utility agencies.
vi) Geometric design of the route alignments covering horizontal as well as vertical
profiles.
vii) Location of stations and general layout plans for stations and integration areas.
viii) Shajra maps for land acquisition including details of land to be acquired
permanently or land required temporarily.
ix) EIA studies and preparation of EMP for negative impacts, if any.
x) Geo-technical investigations along the identified corridors.
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xi) Technology Selection — Broad details of Traction and Signalling system, rolling
stock, track, etc.
xii) Conceptual Plan for the rolling stock maintenance depots.
xiii) Creation of disable friendly features to ensure accessibility to persons with
disabilities.
xiv) Security measures to ensure security for metro system.
xv) Disaster management features for metro system.
xvi) Implementation Schedule.
xvii) Estimation of construction costs, operation and maintenance costs.
xviii) Study on the Fare Structure.
xix) Revenue Model for generating at least 50% of cost through Property
Development and 12.5% of O&M through recurring source of revenue other than
fare.
xx) Financial and Economic analysis for the project.
xxi) Evolving a Funding Plan and Institutional arrangement for the Project.
xxii) Preparation and submission of Detailed Project Report.
2.2 Deliverables
Six copies of draft DPR covering all areas of study and six copies of final DPR
(which shall include modifications in response to Govt./HMRTC’s comments on the
draft DPR). The DPR will comprise the following:
2.2.1 Drawings
(a) Plotting and preparation of survey plans to scale 1: 1000. The plans will include
details of above-ground utilities.
(b) Location of stations will be shown on the topographical plans. Typical layouts for
stations shall be prepared for underground and elevated stations. Traffic
integration plans for all stations shall be prepared and submitted. The plans will
also show the proposed exit/entry points for the stations.
(c) Assessment shall be made for land requirement for traffic integration at stations,
electric substations, operational requirements, temporary Construction depots
and other components of the Project. Land plans shall be prepared for all such
locations.
(d) Shajra maps for land acquisition including details of land to be acquired
permanently or land required temporarily.
2.2.2 Geo-technical Investigations
Geo-technical investigations will be carried out along the identified corridor and
details of boreholes and geotechnical report shall be prepared with
recommendations for foundations.
2.2.3 Ridership Demand Estimation Study
Projections for traffic demand shall be made based on the traffic surveys and
ridership will be worked out through traffic demand modeling for the year of
commissioning and Horizon years. Sectional loading and station loadings shall be
worked out with the existing survey details and/or additional surveys.
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2.2.4 Technology Selection Studies
Broad details of following shall be prepared for the proposed system based on
current trends and technology best suited for this metro connection.
a) Traction System and power supply arrangements
b) Signalling System
c) Telecommunication System
d) Rolling Stock and the requirement based on the train operation plan.
e) Track
f) Depot Facilities.
2.2.5 Implementation Schedule
A broad schedule for construction and implementation shall also be prepared and
submitted along with the report.
2.2.6 Environmental Impact Assessment
The environmental impact assessment due to implementation and operation of
the project shall be carried out.
2.2.7 Cost Estimates
Cost estimates shall be prepared based on the basis of unit rates for various
works.
2.2.8 Fare Policy, Economic and Financial Analysis
Fare structure may be suggested based on DMRC fare structure. Economic and
Financial analysis will be done separately for the proposed metro project. Funding
options will be discussed and best one recommended.
2.2.9 Institutional Arrangement and Funding Plan
Institutional arrangement shall be recommended with reasons for adoption. A
financial plan shall also be prepared for arranging finances for implementation of
the project.
2.2.10 Revenue Model
Various Revenue Models to generate funds to partly meet the capital cost of the
project will be discussed and suggested in the report.
2.3 Fees and Duration of the Study
2.3.1 The consultancy fee for preparation of Detailed Project Report will be quoted for
per kilometer of alignment by the consultant. The component of service tax/other
levies as applicable shall also be mentioned clearly. The service tax, education
cess or any other similar additional tax/levy, if any imposed by the government in
future, shall be paid by the Client to the Consultant over and above the fee, at
applicable rates.
2.3.2 The total time frame for carrying out the assignment would be 5 (five)
months from signing of the contract.
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2.4 Assistance to be rendered by HMRTC
HMRTC has got conducted the techno-feasibility study of the proposed alignment
from DMRC. Soft copy of the same can be shared with the bidder consultant.
2.5 Nodal agency
HMRTC will be the nodal agency for the study.
2.6 Approval of TOR by MOUD for Central Financial Assistance
TOR has been submitted to MOUD, GOI for Central Financial Assistance. Any
changes suggested by MOUD in the Terms of Reference shall have to be
incorporated in the DPR by the consultant.
2.7 Payment Schedule
Item
No.
Activities Time Duration Percentage fee
payable for the
Activity
01. Mobilization Advance To be paid with Letter
of Award
10% of the total
Fees
02. Submission of Traffic and
Transportation Report
Within 1 months from
date of Letter of Award
20% of the total
Fees
03. Submission of horizontal and
vertical alignment and station
locations based on
Topographical surveys.
Within 2 months from
date of Letter of Award
20% of the total
Fees
04. Submission of Geo-technical
investigation report
Within 3 months from
date of Letter of Award
20% of the total
Fees
05.
Submission of Draft DPR Within 4 months from
date of Letter of Award
10% of the total
Fees
06. Submission of Final DPR Within 5 months from
date of Letter of Award
10% of the total
Fees
07. Acceptance of DPR by
Govt./HMRTC
_______ 10% of the total
Fees
Total 100%
2.8 Penalty Clause
If the deliverable reports are not submitted as per the schedule, 1% of the
corresponding fee for each week of delay beyond the agreed delivery milestone
shall be payable by the consultant. The aggregate of maximum liquidated
damages payable to the client shall be subject to a maximum of 10% of the work
order fee for deliverable.
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Appendix - II
Technical Proposal Form
(To be filled in by the Consulting Firm/Consortium)
Note:
1. Please apply in the prescribed format only and attach extra
sheets/pages, if necessary.
2. Application form (Part A and B), along with two photocopies and a
soft copy on CD in Microsoft word format shall have to be submitted.
3. The completed application should reach the prescribed address
latest by Date ______ upto time _____.
PART A
Q1. Name of the consulting firm: ____________________________________
In case of consortium, write the name of the “Consortium Lead”.
Q2. In case the consulting firm is a subsidiary of a larger organization, write
the name of the parent organization: _____________________________
Q3. Consulting firm’s registered address in India: _______________________
Q4. Consulting firm’s address for correspondence regarding this project
(mention city code), including phone/ mobile numbers, fax numbers and
email addresses:
___________________________________________________________
___________________________________________________________
Q5. Details of the authorized signatory of the consulting firm for
communication regarding this project:
a) Name:___________________________________________________
b) Designation:______________________________________________
c) Contact details of the authorized signatory
I. Office Phone(Direct Line/Extension) Number:_______________
II. Fax number:_________________________________________
III. Mobile Number:_______________________________________
IV. Email id:____________________________________________
Q6. The audited turnover and net worth of the Consulting Firm/Consortium
Lead in the preceding five financial years in lakhs of Indian Rupees (e.g.
40 Lakh = 40, 00,000):
FY 2015-16:_________________ INR
FY 2014-15:_________________ INR
FY 2013-14:_________________ INR
(The bidder to attach audited annual report, balance sheets, profit and
loss account and audit reports certified by C.A.
Q7. Experience of the Consulting Firm in the field of preparing Detailed Project
Report (DPR) of Metro Projects (in no. of years).
__________________________________________________________
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PART B
Section-I
General Name of Applicant Firm/ Consortium
Whether applying as consulting firm/ member of consortium
Registered Office Address
Telephone No. & Fax
Email address
Name of Partners/ Members of Consortium
Name, Designation, Address & Phone of Authorised Signatory
Section-II
Experience of the Consortium
Firm Name of consulting
firm/ consortium
Main line business Total projects carried out in
the field of Mass Rapid
Transportation
(The bidder to attach copy of Memorandum and Article of Association in case of
single co. and agreement of association in case of consortium)
Section-II
List of the DPR of Metro Projects prepared
Sr
No
Nam
e o
f pro
ject
Client
Wheth
er
part
icip
ate
d a
s
indiv
idual consultin
g
firm
/mem
ber
of consort
ium
, if
mem
ber
of
consort
ium
,
mention t
he c
onsort
ium
lead
Title
/brief description o
f th
e
pro
jects
carr
ied o
ut
Location o
f Pro
ject
and length
of M
etr
o a
lignm
ent
Valu
e o
f th
e P
roje
ct
(` I
n C
r.)
Sta
ge o
f
pro
ject
execution
Experience o
f th
e C
onsultin
g
firm
Role
of consultant
in t
he
pro
ject
cited in t
erm
s o
f
responsib
ility a
nd v
alu
e w
ork
Any o
ther
rele
vant
info
rmation
(com
ple
ted
under
pro
gre
ss)
as
on d
ate
Year
of
com
ple
tion
Section-III
Qualification and experience of Key Professionals
S.No. Field of Expertise
Educational Qualifications
No. of Years
Experience in eligible assignments (since last five years)
1. Team Leader
2. Subject expert
**Desirable subject experts: Urban Planner, TOD/LPA expert, Track &
Alignment expert, Geo tech and Survey expert, Architect cum Station Planning Expert, Civil Structural engineer, Metro Rolling Stock expert, S&T , RAMS, System integration & O&M expert, Environmental Resettlement & Site Safety
Expert, Economical and Procurement/ Financing scheme expert, Social expert etc.
______________________________________ Signature with seal of the authorized signatory
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Appendix - III Financial Proposal Form
To
Managing Director
Haryana Mass Rapid Transport Corporation Limited (HMRTC),
C-3, HUDA Complex, Sector-6,
Panchkula, Haryana
Ph: 0172-2563003,
Email: [email protected]
Subject: Selection of Consultant for preparation of Detailed Project
Report (DPR) for Metro Rail connection from Subhash Chowk to
Railway Station Gurugram (17.11 km).
1. We, the undersigned, offer to provide the consulting services for the
above in accordance with your Request for Proposal dated (Date), and
our Proposal (Technical and Financial Proposals). Our attached
financial proposal is for `/Km length of alignment (amount in words
and figures). This amount is exclusive of the service tax which we
have estimated at (Amounts(s) in words and figures).
2. Our financial proposal shall be binding upon us subject to the
modifications resulting from contract negotiations, up to expiration of
the validity period of the Proposal, i.e., (Date).
3. We undertake that, in competing for (and, if the award is made to us,
in executing) the above contract, we will strictly observe the laws
against fraud and corruption in force in India. Breach of the same will
be liable for action as per applicable law.
4. We understand you are not bound to accept any Proposal you receive.
We remain,
Yours sincerely,
Date:
Place: Authorized Signatory:
Name and Title of Signature:
Name of Firm:
Address:
Email id:
Mob. No.
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Appendix - IV
GENERAL CONDITIONS OF CONTRACT
1. GENERAL PROVISIONS:
1.1. Definitions
Unless the context otherwise requires, the following terms whenever used
in this Contract have the following meanings:
(a) “Affiliate” or “Associate” means that a person shall be treated as
affiliated to another person if, at any time, (i) either of them Controls, directly or indirectly, the other or (ii) any person Controls, directly or indirectly, both of them. “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a company, whether through the
ownership of voting securities, by contract or otherwise.
(b) "Applicable Law" means the laws and any other instruments having
the force of law in India, as they may be issued and in force from time to time;
(c) "Agreement / Contract" means the Work Order Ref No.-
____________________ signed by the Parties, to which these General Conditions of Contract (GCC) are attached, together with all the documents listed therein;
(d) "Effective Date" means the date on which this Work Order comes into
force and effect pursuant to Clause GCC2.1;
(e) “GCC” means these General Conditions of Contract;
(f) “Client” means Haryana Mass Rapid Transport Corporation Ltd., its
successors and assignees.
(g) “Consultant” means ____________________________, its Sub-
consultants and the successors and assignees;
(h) “Party" means the Client or the Consultants, as the case may be, and
Parties means both of them;
(i) "Personnel" means persons hired by the Consultants or by any Sub-consultant as employees and assigned to the performance of the Services or any part thereof;
(j) “Project” means Preparing DPR for Metro alignment from Subhash
Chowk to Railway Station, Gurugram.
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(k) "Services" means the work to be performed by the Consultants pursuant to this Contract, as described in the Work Order to be read
in conjunction with Scope of Services as per RFP hereto;
(l) "Sub-consultant" means any entity to which the Consultant
subcontract’s any part of the Services by the Consultant; and
(m) "Third Party" means any person or entity other than the Client, the
Consultants or a Sub-consultant.
(n) RFP” means the Request for proposal document in response to which
the Consultant’s Proposal for providing Service was accepted;
1.2. Relation between the Parties
Nothing contained herein shall be construed as establishing a relation of
master and servant or of principal and agent as between the Client and
the Consultants. The Consultants, subject to this Contract, have 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.
1.3. Law Governing the Contract This Contract, its meaning and interpretation, and the relation between
the Parties shall be governed by the Applicable Law in India.
1.4. Language
This Contract has been executed in the English language which shall be
the binding and controlling language for all matters relating to the
meaning or interpretation of this Contract.
1.5. Headings
The headings shall not limit, alter or affect the meaning of this Contract.
1.6. Notice
1.6.1. 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 authorized representative of the Party to whom the
communication is addressed, or when sent by registered post/ speed post, telex, telegram or facsimile to such Party at the address as mentioned
below:
Particulars For the Client For the Consultant
Address
Attention
Telephone No
Mobile No.
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Fascimile
Email ID
1.6.2. Notice will be deemed to be effective vide personal delivery or registered
mail, on delivery.
1.6.3. A Party may change its address for notice hereunder by giving the other
Party written notice of such change with respect to Clause GCC1.6.2.
1.7. Authorized Representatives
Any action required or permitted to be taken, and any document required
or permitted to be executed, under this Contract by the Client or the
Consultants may be taken or executed by the officials as mentioned below
or such other officials as either party may authorize and inform the other
party:
For the Client: ________________
For the Consultant: ________________
1.8. Taxes and Duties
The fee payable to the Consultant under this Agreement is inclusive of all
local taxes, duties, levies, fees but excluding service tax. If any tax is
imposed in future by the Government, the same shall be payable by the
client on actual basis.
2. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT:
2.1. Effectiveness of Contract This Contract shall come into force and effect on the date at which all the
Parties have signed this Contract (the “Effective Date”).
2.2. Commencement of Services
The Consultants shall begin carrying out the Services from the effective
date.
2.3. Completion of Services
The Consultant shall complete the Services as per the agreed schedule of
5 months with the Client/Client’s Representative (appointed for the
project) from the Effective Date. In case the consultant abandon the work
in between or fails to complete the same, bank guarantee equivalent to
10% of the total lump sum fee for preparation of DPR as per terms of RFP
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shall be forfeited. The work shall be got completed from some other
consultant on the Risk & Cost of the Consultant.
2.4. Expiration of Contract
Unless terminated earlier pursuant to Clause GCC2.9 hereof, this Contract
shall expire when Services have been completed and all payments have
been made to the Consultant.
2.5. Entire Agreement
2.5.1 This Agreement and the Annexures/documents together constitute a
complete and exclusive statement of the terms of the agreement between
the Parties on the subject hereof, and no amendment or modification
hereto shall be valid and effective unless such modification and
amendment is agreed to in writing by the Parties and duly executed by
persons especially empowered in this behalf by the respective Parties. All
prior written or oral understandings, offers or others communications of
every kind pertaining to this Agreement are abrogated and withdrawn;
provided, however, that the obligations of the Consultant arising out of
the provisions of the RFP shall constitute to subsist and shall be deemed
as part of this Agreement.
2.5.2 Without prejudice to the generality of the provisions of Clause GCC 2.5.1,
on matters not covered by this Agreement, the provisions of RFP shall
apply.
2.6. Modification
Modification of the terms and conditions of this Contract, including any
modification of the Scope of the Services, may only be made by written
agreement between the Parties. However, each Party shall give due
consideration to any proposals for modification made by the other Party.
2.7. Force Majeure
2.7.1. Definition
(a) For the purposes of this Contract, "Force Majeure" means an event which is beyond the reasonable control of a Party, 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.
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(b) Force Majeure shall not include (i) any event which is caused by the negligence or intentional action of a Party or such Party's Sub-
consultants or agents or employees, nor (ii) any event which a diligent Party could reasonably have been expected to both (A) take into
account at the time of the conclusion of this Contract and (B) avoid or overcome in the carrying out of its obligations hereunder.
(c) Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder, unless specifically prevented due to Force Majeure events.
2.7.2. No Breach of Contract
The failure of a Party to fulfill any of its obligations hereunder shall not be
considered to be a breach of, or default under, this Contract insofar as
such inability arises from an event of Force Majeure, provided that the
Party 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.
2.7.3. Measures to be taken
(a) A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party's inability to fulfill its obligations
hereunder with a minimum of delay.
(b) A Party affected by an event of Force Majeure shall notify the other
Party of such event as soon as possible, and in any event 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 notice of the restoration of normal conditions as soon as possible.
(c) The Parties shall take all reasonable measures to minimize the consequences of any event of Force Majeure.
2.7.4. Payments
During the period of their inability to perform the Services as a result of
an event of Force Majeure, the Consultants shall be entitled to their fees
in case the Services levels are maintained pursuant to clause GCC10.4.
2.7.5. Extension of Time
Any period within which a Party shall, pursuant to this Contract, complete
any action or task, shall be extended for a period equal to the time during
which such Party was unable to perform such action as a result of Force
Majeure.
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2.7.6. Consultation
Not later than seven (7) days after the Consultants, as the result of an
event of Force Majeure, have become unable to perform a material portion
of the Services, the Parties shall consult with each other with a view to
agreeing on appropriate measures to be taken in the circumstances.
2.8. Suspension
The Client may, by written notice of suspension to the Consultants,
suspend all payments to the Consultants hereunder if the Consultants fail
to perform any of their 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
Consultants to remedy such failure within a period not exceeding seven
(7) days after receipt by the Consultants of such notice of suspension.
2.9. Termination
2.9.1. By the Client
The Client may, upon occurrence of any of the events specified in the
paragraphs (a) through (g) of this clause, terminate this Contract by
issuing written notice:
(a) if the Consultants fail to remedy a failure in the performance of their obligations hereunder, as specified in a notice of suspension pursuant
to Clause GCC2.8 hereinabove, within seven (7) days of receipt of such notice of suspension or within such further period as the Client
may have subsequently approved in writing;
(b) if the Consultants become insolvent or bankrupt or enter into any
agreements with their 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) of not less than seven (7) days, if the Consultants fail to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause GCC9 hereof;
(d) if the Consultants submit to the Client a statement which has a material effect on the rights, obligations or interests of the Client and which the Consultants know to be false;
(e) if, as the result of Force Majeure, the Consultants are unable to perform a material portion of the Services for a period of not less than
Fourteen (14) days; or
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(f) of not less than seven (7) days, Client may suomotu and at its sole discretion, terminates this Agreement without assigning or citing any
reasons or giving any explanation to the Consultant.
(g) of not less than seven (7) days, if the Consultant fails to fulfill its
obligations, undertakings and warranties as stipulated in the Contract
2.9.2. By the Consultants
The Consultants may, by not less than thirty (30) days written notice to
the Client, such notice to be given after the occurrence of any of the
events specified in paragraphs (a) through (d) of this Clause, terminate
this Contract:
(a) if the Client fails to pay any money due to the Consultants pursuant to this Contract and not subject to dispute pursuant to Clause GCC 9
hereof within thirty (30) days after receiving written notice from the
Consultants that such payment is overdue;
(b) if the Client is in material breach of its obligations pursuant to this Contract and has not remedied the same within thirty (30) days (or such longer period as the Consultants may have subsequently
approved in writing) following the receipt by the Client of the Consultants' notice specifying such breach;
(c) if as the result of Force Majeure, the Consultants are unable to
perform a material portion of the Services for a period of not less than
fourteen (14) days; or
(d) if the Client fails to comply with any final decision reached as a result of arbitration pursuant to Clause GCC9 hereof.
2.9.3. Cessation of Rights and Obligations
Upon termination of this Contract pursuant to Clause GCC2.9 hereof, or
upon expiration of this Contract pursuant to Clause GCC2.4 hereof, all
rights and obligations of the Parties hereunder shall cease, except:
(a) such rights and obligations as may have accrued on the date of termination or expiration;
(b) the obligation of confidentiality set forth in Clause GCC3.2 hereof;
(c) any right which a Party may have under the Applicable Law including
the Intellectual Property Rights.
2.9.4. Cessation of Services
Upon termination of this Contract by notice of either Party to the other
pursuant to Clauses GCC2.9.1 or GCC2.9.2 hereof, the Consultants shall,
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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 Consultants
and equipment and materials furnished by the Client, the Consultants
shall proceed as provided, respectively, by Clauses GCC3.4 hereof.
2.9.5. Payment upon Termination
Upon termination of this Contract pursuant to Clauses GCC2.9.1 or
GCC2.9.2 hereof, the Client shall make payments to the Consultant
pursuant to Clause GCC6 hereof for Services satisfactorily performed prior
to the effective date of termination.
3. OBLIGATIONS OF THE CONSULTANT
3.1. General
3.1.1. Standard of Performance
The Consultants shall perform the Services and carry out their obligations
hereunder with reasonable due diligence, efficiency and economy, in
accordance with best professional techniques and practices and as
acceptable to the Client, and shall observe sound management practices &
best industry practices which are available in the market to perform the
work of this Contract which shall duly work with the newly updated
software/hardware/system in relation to the work. The Consultant shall
also ensure that their Sub-Consultant or its employee shall also exercise
the same standards of care, due diligence, efficiency and economy in the
performance of the Services. The Consultants shall always act, in respect
of any matter relating to this Contract or to the Services, as faithful
advisers to the Client, and shall at all times support and safeguard the
Client's interests in any dealings with Sub-consultants or Third Parties.
3.1.2. Law Governing Services
The Consultants 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 Consultants and any Sub-
consultants, comply with the Applicable Law.
3.2. Confidentiality
The Consultant acknowledges that all information delivered to it by the
Client or on behalf of the Client by its authorized representatives, as well
as, all other information received or developed or produced under this
Contract is confidential (the “Confidential Information”).
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The Consultants, their Sub-consultants and the Personnel of either of
them shall not, disclose any proprietary or Confidential Information
relating to the Project/s, the Services, this Contract or the Client's
business or operations without the prior written consent of the Client.
The Consultants shall not disclose such Confidential Information to any
person, other than its own employees who need to know the information
in relation to the Services to be provided to the Client hereunder provided
each such employee has executed in favour of the Client a binding
confidentiality in a format specified by the Client. The Consultant shall
ensure that any other person to whom Confidential Information is
disclosed to, shall comply with the provision of this clause GCC 3.2. The
Consultant undertakes to use the Confidential Information solely and
exclusively for the purpose of the performance of the Services. The
Consultants shall not make any copies of the confidential information of
the Client.
The Consultants agree that a breach or threatened breach of this term
may irreparably harm the Client and that monetary damages may not be
an adequate compensation, and that, Client may, without prejudice to any
other rights that it may have in this regard be entitled to injunctive relief
and specific performance of this Agreement, and arbitration clause shall
not be a bar to such relief being claimed by Client.
Upon the termination or expiry of this Agreement or at any time requested
by the Client, the Consultants shall return all the confidential information
back to the Client and certify to the Client in writing that any medium
containing the Confidential Information of the Client that could not be so
returned has been destroyed in a manner that its subsequent retrieval is
rendered impossible by any means.
The obligations under this Clause GCC 3.2 shall survive the termination of
this Contract for a period of Three (3) years.
3.3. Reporting Obligations
The Consultants shall submit to the Client the reports and documents at
each stage of work specified in RFP. The formats of the said reports shall
be submitted by the consultant and shall be approved in writing by the
client after execution of this document.
3.4. Documents prepared and collected by the Consultants to be the
Property of the Client
The intellectual property rights including copyrights in all the reports and
other documents materials prepared by the Consultants for the Client
under this Contract and data/information collected in performing the
Services shall become and remain the property of the Client and the
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Consultants shall, not later than upon termination or expiration of this
Contract, deliver all such reports, documents, materials to the Client. The
Consultants shall not use such reports and other documents, materials
developed for the Client either for itself or in favor of any third party at
any time.
The Consultants warrant that all designs, concepts, data and material and
other assistance (referred to in this sub-clause as ‘Materials’) provided by
it to the Client in the course of providing Services under this Agreement
are either owned by it or is possessed by it under valid license with rights
to provide it to the Client under this Agreement and the use, possession or
distribution of the same to the Client or any Consultants of the Client in
performing the obligations of the Client under this Agreement will not
infringe the intellectual property rights or any proprietary rights of any
third parties and Consultants agree to hold the Client fully indemnified and
harmless and at all times keep the Client indemnified against any loss,
damages, costs and expenses including attorney’s fees, which may be
incurred as a result of any action or claim that may be made or initiated
against it by any third parties alleging infringement of their intellectual
property rights by the use, possession or distribution of the Materials by
the Client.
3.5. Consultant undertakes and warrants that:
3.5.1. Notwithstanding, any rights given hereunder to the Consultant in respect of deployment of its personnel, Consultant shall withdraw, on Client’s demand, any of Consultant’s personnel and to forthwith provide appropriate
replacements in lieu thereof, in the event :
(a) Any personnel of Consultant is/are found to be negligent or inefficient
in any manner or is/are found engaging in any kind of misbehavior, indiscipline or criminal or immoral activities;
(b) Any personnel of Consultant is/are found suffering from any chronic or contagious disease;
(c) Any person(s) deployed by it is an impediment and against the interests of Client’s premises.
3.5.2. Consultant shall be fully responsible for the acts or omissions of the
personnel deployed by it and shall indemnify and keep Client harmless from time to time against any such loss and expenses thereby caused during the
tenure of this Agreement.
3.5.3. Client shall not be responsible for death, injury or accident of Consultant’s
personnel, which may arise out of and in the course of their duties at the site and in the event Client is required to pay any damages/compensation in
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respect thereof, Consultant hereby agrees to pay/reimburse to Client such damages/compensation on demand.
3.5.4. Client shall not be responsible or liable for any theft, loss, damage or destruction due to any cause whatsoever of any property of Consultant or its
personnel lying at the site, except where such loss/damage is directly attributable to Client or its employees or to their gross negligence or acts of
willful misconduct.
3.6. Conflict of Interest
3.6.1. The Consultant shall not have a Conflict of Interest and any breach hereof
shall constitute a breach of the Agreement.
3.6.2. Prohibition of conflicting activities
Neither the consultant nor its Sub-Consultant nor the Personnel of either of them shall engage, either directly or indirectly, in any of the following
activities.
(a) During the term of this Agreement, any business or professional
activities which directly or indirectly affects the terms of this
agreement to detriment of interest of the client.
(b) After the termination of this agreement, such other activities as may
be specified in the agreement; or
(c) At any time, such other activities as have been specified in the RFP as
Conflict of interest.
(d) A Consultant (including its Personnel and Sub Consultants)that has a
business or family relationship with a member of the Client’s staff who
is directly or indirectly involved in any part of (i) the preparation of
the Terms of Reference of the work order, (ii) the selection process for
such work order, or (iii) supervision of the Contract, may not be
awarded a Contract, unless the conflict stemming from this relationship
has been resolved in a manner acceptable to the Client throughout
the selection process and the execution of the Contract.
3.6.3. Consultant not to benefit from commissions discounts, etc.
The remuneration of the consultant pursuant to Clause GCC6 hereof shall
constitute the Consultant’s sole remuneration in connection with this
Agreement or the Service and the Consultant shall not accept for its own
benefit any trade commission, discount or similar payment in connection
with activities pursuant to this Agreement or to the Service or in the
discharge of its obligations hereunder, and the Consultant shall use its
best efforts to ensure that any Sub-consultant, as well as the Personnel
and agents of either of them, similarly shall not receive any such
additional remuneration.
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3.7. Accuracy of Documents
The Consultant shall be responsible for accuracy of the data collected by it
directly or procured from other agencies/authorities, the designs,
drawings, estimates and all other details prepared by it as part of these
services. It shall indemnify HMRTC against any inaccuracy in its work
which might surface during implementation of the project, if such
inaccuracy is the result of any negligence or inadequate due diligence on
part of the Consultant. The Consultant shall also be responsible for
promptly correcting at its own cost and risk, the drawings including any
survey/investigation.
4. CONSULTANT’S PERSONNEL AND SUB-CONSULTANTS
The Consultants shall employ and provide such qualified and experienced
Personnel and Sub-consultants as are required to carry out the Services
and as may be required to cope up with the work.
5. OBLIGATIONS OF THE CLIENT
5.1. Assistance and Exemptions
The Client shall use its best efforts to:
(a) provide to the Consultants, Sub-consultants and Personnel any such
other assistance as may be required after mutual discussions and agreement.
5.2. Payment
In consideration of the Services performed by the Consultants under this
Contract, the Client shall make to the Consultants such payments and in
such manner as is provided by Clause GCC6 of this Contract.
a) An abstract of the cost of the services payable to the Consultant is set
forth in
6. PAYMENT OF FEES
(a) The terms of payment is set forth in RFP.
(b) Except as may be otherwise agreed under Clause GCC2.6 payments under this Contract shall not exceed the remuneration cost ceilings as
mentioned in RFP. The aforesaid fee is inclusive of all other taxes, duties, levies and fees and nothing extra shall be paid.
The obligations and agreements of the Client in respect of the payment of fees and reimbursement of expenses as well as the rights, obligations,
covenants and agreements pursuant to this Contract will apply to the Client.
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6.1. Currency of Payment
The Payment shall be made in Indian Rupees only.
6.2. Mode of Billing and Payment
Billing and payments in respect of the Services shall be as set forth in
RFP:
(a) The Client shall cause the payment of the Consultant as specified in
clause 2.7 of TOR. (b) All payments under this Contract shall be made to the account of the
Consultants in Local Currency: (Payment in Indian Rupees)
7. FAIRNESS AND GOOD FAITH
7.1. 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 realization of the objectives of this Contract.
7.2. Operation of the Contract
The Parties recognize that it is impractical in this Contract to provide for
every contingency which may arise during the life of the Contract, and the
Parties hereby agree 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
GCC9 hereof.
8. INDEMNITY
Consultant hereby releases and shall indemnify, defend and hold harmless
Client, and their subsidiaries and affiliates and the officers, agents, employees, successors and assigns and authorized representatives of all the foregoing from and against any and all suits, actions, legal or
administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs, expenses, and losses of whatsoever kind
or nature in connection with or incidental to the performance of this Agreement, whether arising before or after completion of the Work hereunder and in any manner directly or indirectly caused, occasioned, or
contributed to in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, by reason of any act, omission, fault or
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negligence whether active or passive of Consultant, its lower-tier suppliers, Sub-consultants or of anyone acting under its direction or
control or on its behalf.
The foregoing shall include, but is not limited to, indemnity for: (a) Property damage and injury to or death of any person, including
employees Employer or Consultant.
(b) The breach by Consultant of any representation, warranty, covenant,
or performance obligation of this Agreement.
Consultant’s aforesaid release, indemnity and hold harmless obligations, or portions or applications thereof, shall apply even in the event of the fault or negligence, whether active or passive, or strict liability of the
parties released, indemnified or held harmless to the fullest extent permitted by law, but in no event shall they apply to liability caused by
the willful misconduct or sole negligence of the party released, indemnified or held harmless.
9. SETTLEMENT OF DISPUTES
9.1. Amicable Settlement
The Parties shall use their best efforts to settle amicably all disputes
arising out of or in connection with this Contract or the interpretation
thereof.
9.2. Dispute Settlement
In the event any dispute, controversy, claim or difference arises between
the Parties in respect of this Agreement, including regarding its existence,
validity, breach or alleged breach thereof (“Dispute”), the Parties shall
firstly endeavor to personally resolve such Dispute in an amicable manner
within thirty (30) days from the date that one of the Parties has first
notified (in writing) the other Party of the existence of such Dispute and
called upon the other Party to hold discussions / dialogues for resolving
the same. In the event such Dispute are not resolved within the said
period of thirty (30) days, the Parties shall jointly appoint a sole
arbitrator. In the event of the Parties not agreeing to such appointment of
a sole arbitrator by the expiry of thirty (30) days from the end of the said
discussion / dialogue period referred to hereinabove, each Party shall
appoint one arbitrator, and the two appointed arbitrators shall, before
entering upon the reference, appoint a third arbitrator who shall act as the
presiding arbitrator, to resolve the aforesaid Dispute. Such arbitration
shall be governed by the provisions of the Arbitration and Conciliation Act,
1996, or any statutory amendment or re-enactment thereof for the time
being in force. The seat of the arbitration proceedings shall be
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Chandigarh/Panchkula and the language of the proceedings shall be
English. The award/s of the Arbitrator/s shall be reasoned and given in
writing and shall be final and binding upon the Parties. The Arbitrators
shall not make any decisions on the basis of the principle of ex aequo et
bono or as amiable compositeur.
10. GENERAL
10.1. Assignment
The Consultant shall not be entitled to assign the rights and obligations
under this Agreement without the prior written consent of the Client.
10.2. Taking Over in Part
During the progress of the project/s, any completed portion of the work
and the site whereon the same has been undertaken may, in its
discretion, be occupied by the Client.
10.3. Entire Agreement
This Agreement constitutes the entire agreement between the parties on
the subject matter and supersedes all other communications or
arrangements that may have happened between the parties. Any standard
‘terms and conditions’ of the Consultant provided to the Client in
whatsoever manner shall not bind the Client. The provisions of this
Agreement overrides any such ‘terms and conditions’ of the Consultant.
This Agreement, along with its Schedules shall form the sole agreement
between the Client and the Consultant on the subject matter contained
herein and supersedes any ‘terms and conditions’ of the Consultant.
10.4. Continuity of Services
The Consultant must have in place at all times a detailed contingency and
business continuity plan that covers situations where the Services cannot
be provided by the Consultant including due to Force Majeure Events,
malfunction or unavailability of Consultant personnel and resources and
any other causes. Consultant must ensure that the contingency and
business continuity plan and each update to, and revised version of, the
contingency and business continuity plan is approved by the Client. In the
event that Consultant is unable to provide any Service for any reason
including a Force Majeure Event, malfunction or unavailability of
Consultant resources or any other cause, Consultant must immediately
notify Client and comply with the current approved contingency and
business continuity plan to ensure continuity of the Services. Consultant
confirms that its contingency and business continuity plan will be such
that notwithstanding non availability of its resources for any reason
whatsoever, Consultant is able to continue to provide the Services in
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accordance with the agreed service levels and otherwise perform all its
obligations under this Agreement without interruption.
10.5. Audit and Inspection
Consultant shall provide access to Client, its internal and external
auditors, inspectors, regulators and other representative that Client may
designate from time to time, at reasonable hours, to Consultant personnel
and to Consultant Records and other pertinent information, all to the
extent relevant to the performance of Consultant financial obligations
under this Agreement. Such access shall be provided for the purpose of
performing audits and inspections to (i) verify the accuracy and
completeness of Consultant’s invoice; (ii) enable Client to meet applicable
legal, regulatory requirements. Consultant shall provide any assistance
reasonable during the Term and up to Three (3) years thereafter.
10.6. Without prejudice to any other term contained herein, Consultant shall
comply in all respects with the provision of all applicable laws statutes, ordinances, rules and regulations applicable to it/and or its employees,
and shall obtain all such Municipal and other Government permits, license and inspection as may be necessary and shall pay at its own cost all charges in connection therewith and in particular and without limitation,
Consultant shall obtain registration and license under the Contract Labour (Regulation and Abolition) Act, 1970 and the Rules made there under and
also comply with the provisions of the Minimum Wages Act, 1948 and the provisions of the Workmen’s Compensation Act, 1923 Employees state Insurance Act, 1948, Employees Provident funds & Miscellaneous
Provisions Act, 1952, and such other Acts, rules and regulations as may be applicable and imposed by appropriate authorities. If Client is required
to make any payments initially, Consultant shall reimburse the same on demand to Client, and if such amount is not reimbursed by Consultant, Client shall, at its option be entitled to either set off the same against any
amounts due and payable by it to the Consultant or recover it otherwise with interest calculated @1.5% per month till realization thereof in full
along with the interest. This clause shall survive the termination of this Agreement. The Consultant shall hold Client harmless and indemnified against consequence of any default or breach or non-compliance of any
such laws, ordinance, rules, etc.
10.7. Liability
In no event shall Client be liable to Consultant for any indirect, incidental,
consequential, special or exemplary damages, nor for any damages as to
lost profit, data, goodwill or business, nor for any reliance or cover
damages arising out of either the performance or non-performance of any
terms of this Agreement by Client or enforcement of any rights of Client
under this Agreement, even if Client was advised about the possibility of
the same.
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10.8. Order of Precedence
This Work Order is intended to be interpreted as a consistent and
compatible whole. If, however, an unintentional ambiguity or conflict is
discovered to exist between separate provisions contained herein, Client
and Consultant agree to resolve such conflicts by application of the
commercial order of precedence shown below.
1. Any amendments to the Work Order 2. Work Order
3. General Conditions of Contract 4. Request for Proposal
10.9. Changes / Variations:
The Client, at any time, without notice to the sureties if any, by written
change notice unilaterally direct additions, deletions or changes, including
rescheduling, acceleration or deceleration, to all or any part of the Scope
of Work as per RFP (“Change Notice”) and Consultant agrees to perform
such work as changed. If at any time Consultant believes that acts or
omissions of Client constitute a change to the Scope of Work as per RFP
not covered by a change notice, Consultant must submit a written Change
Notice request explaining in detail the basis for the request.
If any change under this clause directly or indirectly causes an increase or
decrease in the Consultant’s cost of, or the time required for, the
performance of any part of the Scope of Work as per RFP, whether or not
changed by any order, an equitable adjustment shall be made and the
contract modified accordingly. If Consultant intends to assert a claim for
such equitable adjustment, it must within three (3) calendar days after
receipt of a Change Notice, provide written notification of such intent and
within a further seven (7) calendar days a written proposal setting forth
the impact of such claim. Any delay by Consultant in giving notice or
presenting a proposal for adjustment shall be grounds for rejection of the
claim if and to the extent Client is prejudiced by such delay. In no case
will a claim by Consultant be considered if asserted after final payment
under this contract.
All other modifications to this Contract shall be by written amendment
signed by both Parties.
10.10. Exclusivity
The Consultant agrees that it (and shall procure that any of its Affiliates)
will not, at any time that the Client is proceeding with its involvement with
the Project, (i) accept instructions to provide any services similar to the
Services included in the Scope of Services as per RFP of the Contract to
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any other party acting alone or with other parties in competition with the
Client in relation to the Project and (ii) make any proposal to any Third
Party, or to participate in any manner, directly or indirectly, in the Project
as traffic consultant.
The Client undertakes promptly to inform the Consultant of any decision it
may take not to proceed with its involvement with the Project.
For the Client: For the Consultant:
(Haryana Mass Rapid Transport
Corporation imited) (__________________________)
_________________________________ ___________________________
_________________________________ ___________________________
_________________________________ ___________________________
Witnesses:-
_________________________________ ___________________________
_________________________________ ___________________________
_________________________________ ___________________________