REQUEST FOR PROPOSAL (RFP)

FOR
APPOINTMENT OF
INDEPENDENT ENGINEER
FOR
OPERATION & MAINTENANCE (O&M) PERIOD ON
COMPLETED ROAD PROJECTS UNDER BOT(Toll),
BOT(Toll+Annuity) & BOT(Annuity) MODE FOR MPRDC IN
THE STATE OF MADHYA PRADESH.

Madhya Pradesh Road Development Corporation Ltd.

45-A, Arera Hills, Bhopal – 462 011
Tel: 0755-2597290 / 2765205
Website: www.mprdc.gov.in

MAY. 2021

Page 1 of 119
 REQUEST FOR PROPOSAL (RFP)
SECTION 1: INFORMATION TO CONSULTANTS

SUBJECT: Consultancy Service of Independent Engineer for Operation

& Maintenance (O&M) period on completed road projects under
BOT(Toll), BOT(Toll+Annuity) & BOT(Annuity) mode for MPRDC in
the state of Madhya Pradesh.

GENERAL:
MP Road Development Corporation Ltd. (MPRDC) invites proposals for
engaging an Independent Engineer (IE) on the basis of National
Competitive Bidding for Operation & Maintenance (O&M) period on
completed road projects under BOT(Toll), BOT(Toll+Annuity) &
BOT(Annuity) mode for MPRDC in the state of Madhya Pradesh.

1. TABLE 1:- DETAILS OF PROJECT

1. Bhopal Division

SH
S Sub
/NH Model Name District Length
No. Model
/MDR
1. SH BOT Toll Bhopal Bypass Road Bhopal 52
Bhopal,
2. SH BOT Toll Bhopal–Dewas Road Dewas, 141
Sehore
Vidisha,
3. SH BOT T+A Guna-Aron Sironj 86.76
Guna
Sehore-Icchawar- Sehore
4. SH BOT T+A 50.12
Kosmi Road
Ankiya-Barkheda-
5. MDR BOT Annuity Dongargaon-Nazirabad Bhopal 10.4
Road
Bijwad-Kusmaniya- Dewas
6. MDR BOT Annuity 75.62
Haran-Deepgaon Road
Sehore,
7. MDR BOT Annuity Harda-Chhipaner 29.3
Harda
Intkhedi-Raslakhedi Bhopal
8. MDR BOT Annuity 9.34
Road
Kataphod-Nachalbor Dewas
9. MDR BOT Annuity 60.38
Road
10. MDR BOT Annuity Kurawar Eklera Talain Rajgarh 39.22
Lateri Anandpur- Vidisha
11. MDR BOT Annuity 22.6
Bhagawantpur
Nh-86 Junction Vidisha
12. MDR BOT Annuity 37.8
(Tyonda)-Ganjbasoda
Total length (in Km) 614.54

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 2. Narmadapuram Division

SH
S Sub
/NH Model Name District Length
No. Model
/MDR
Baretha -
1 SH BOT Annuity Betul 15.1
Ghoradongri
2 MDR BOT Annuity Betul-Athner Betul 34.5
Betul-Sarni- Betul,
3 SH BOT T+A 124.1
Parasia Chindwara
Total length (in Km) 173.7

3. Sagar Division

SH
S Sub
/NH Model Name District Length
No. Model
/MDR
Bina – Khimlasa –
1 SH BOT Toll Sagar 39.42
Malthone Road
Sagar,
2 SH BOT Toll Bina–Kurwai Sironj 56.1
Vidisha
Sagar – Damoh Sagar ,
3 SH BOT Toll 68.81
Road Damoh
Panna,
4 SH BOT T+A Damoh-Katni Katni, 119.2
Damoh
Panna-Amanganj-
5 SH BOT T+A Panna 58.2
Simariya-Gaisabad
Patan- Tendukheda- Sagar,
6 SH BOT T+A 86.6
Rehli Road Damoh
Silwali-Sultanganj-
Sagar,
7 SH BOT T+A Jaisingh Nagar 76.8
Raisen
Sagar
Tikamgarh -
8 SH BOT T+A Tikamgarh 15.7
Mahrauni
Garakota-Rehli –
9 MDR BOT Annuity Sagar 49.3
Deori (MDR)
Damoh-Patharia- Damoh,
10 MDR BOT T+A 40.5
Garhakota Sagar
11 MDR BOT Annuity Rehli-Gorjhamar Sagar 18.08
Tikamgarh-Jatara-
12 MDR BOT T+A Sagar 76.4
Palera- Nowgaon
Total length (in Km) 705.11

4. Ujjain Division

SH
S Sub
/NH Model Name District Length
No. Model
/MDR
Ratlam,
1 SH BOT Toll Jaora–Nayagaon Road Mandsaur, 127.812
Neemuch

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2 SH BOT Toll Labad – Jaora Road Ratlam, Dhar 125
Mandsaur –Sitamahu
4 SH BOT Toll Mandsaur 44
Road
Ujjain-Jaora BOT
5 SH BOT Toll Ujjain 95.225
Road
6 SH BOT Toll Dewass Bypass Dewas 20
Thandla -Limdi - To
7 SH BOT T+A Jhabua 31.2
Gujrat Border
Ujjain Simhastha By
8 SH BOT T+A Ujjain 14.37
Pass
Ratlam – Sailana –
9 SH BOT T+A Ratlam 43.6
Banswada
Mandsaur-Pratapgarh-
10 SH BOT T+A Mandsaur 11.53
Rajasthan Border
Sitamau-Basai-
11 MDR BOT T+A Mandsaur 34.97
Suwasara Road
Devgularjod to
Arandiyajod BOT
12 MDR BOT Annuity Shajapur 34.96
(Annuity) Road
(MDR)
Jaora-Piplodha-
13 MDR BOT Annuity Jalandharkheda & Ratlam 42.27
Piploda Sailana
Nagda-Gogapur
14 MDR BOT Annuity Ujjain/Ratlam 14.98
(Mahidpur) Road
Mandsaur,
15 MDR BOT Annuity Pipaliya-Manasa 40.19
Neemuch
Salsalai-Gulana-Bolai
16 MDR BOT Annuity Shajapur 19.39
Railway Station Road
17 MDR BOT Annuity Soyat-Pidawa Agar Malwa 6.23
Neemuch-Javad-
18 MDR BOT Annuity Neemuch 21
Nayagaon Road
Total length (in Km) 726.727

5. Indore Division
SH
Sub
S No. /NH Model Name District Length
Model
/MDR
Indore-Ujjain 4- Indore,
1 SH BOT Toll 48.9
lane Roads Ujjain
Khandwa-
Khandwa,
2 SH BOT Toll Dedhtalai- 127.09
Burhanpur
Burhanpur Road
Badwani – Palsood
3 SH BOT T+A Barwani 56.887
– Sendhwa Road
A.B.Road
4 MDR BOT Annuity Khargone 12.61
Majarkhedi Bamari
Babangaja-Pati-
5 MDR BOT Annuity Badwani 33.31
Bokrata
Bamkhalfata-
Dogawa-via-
6 MDR BOT Annuity Khargone 23.67
Borawa-
Sarvardevla Road

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 SH
Sub
S No. /NH Model Name District Length
Model
/MDR
Beed-Mundi-
7 MDR BOT Annuity Devala-Khutala- Khandwa 28.38
Atoot Nvda
Dariyapur–
Jasondhi–
8 MDR BOT Annuity Burhanppur 15.55
Maharashtra
Border
Punasa-Mundi-
Singhagi (Thermal
9 MDR BOT Annuity Power Plant) Road Khandwa 13.3
& Singhaji Bridge
Approach
Ashapur–Khalwa–
10 MDR BOT Annuity Khargone 41.7
Singhot
Badwah-Katkut
11 MDR BOT Annuity Khargone 23.6
Road
Mundi-Punasa- Khandwa,
12 MDR BOT T+A Sulgoan-Sanawad Dewas, 67.63
Road Khargone
Total length (in Km) 492.63

6. Dhar Division

SH
S Sub
/NH Model Name District Length
No. Model
/MDR
Dhar,
Chandpur–Alirajpur–
1 SH BOT Toll Barwani, 99.13
Kukshi–Badwani Road
Alirajpur
Dhar,
Jhabua-Jobat-Bagh-
2 SH BOT Toll Alirajpur, 94.5
Kukshi Road
Jhabua
Lebad(SH-31)- Dhar,
3 SH BOT Toll 34.3
Manpoor(NH-3) Road Indore
Mhow–Ghatabillod Dhar,
4 SH BOT Toll 27
Road Indore
Sardarpur-Badnawar
5 SH BOT T+A (Bhesola Choupati) Dhar 43
Road (SH-35)
Thandla -Limdi - To
6 SH BOT T+A Jhabua 31.2
Gujrat Border
7 MDR BOT Annuity Alirajpur-Jobat Road Alirajpur 32.16
Raipuriya-Paitalvad-
8 MDR BOT Annuity Jhabua 18.18
Bamaniya Road
Singhana-Chikalda
9 MDR BOT Annuity Dhar 16.34
Road
Manawar–Singhana
10 MDR BOT Toll Dhar 38.23
kukshi Road
Total length (in Km) 434.04

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 7. Gwalior/ Chambal Division
SH
Sub
S No. /NH Model Name District Length
Model
/MDR
Bhind – Mihona
1. SH BOT Toll – Gopalpura Bhind 50.86
Road
Isagarh-
Ashoknagar,
2. SH BOT Toll Ashoknagar- 76.15
Guna
Guna
Gwalior Jhansi
road to Village
3. 19
Ghonga vis
VR BOT Toll Billua
Gormi-Udotgarh
4. SH BOT T+A Bhind 16.766
Road
Paron-Goras
5. SH BOT T+A Guna, Sheopur 36.48
Road (SH-23)
6. SH BOT Annuity Datia-Dinara Datia 8.93
Ashoknagar-
7. MDR BOT T+A Ashok Nagar 35.68
Vidisha Road
Datia-Bhander
8. MDR BOT T+A Datia 29.17
Road
Total length (in Km) 273.036

8. Rewa Division
SH
S Sub
/NH Model Name District Length
No. Model
/MDR
1 SH BOT Toll Satna–Majhgawan Satna 40
2 SH BOT T+A Rewa Ring Road Rewa 9.2
Semaria –
3 SH BOT T+A Rewa 16.36
Manikpur
Unchehra-Nagod-
4 SH BOT T+A Singhpur-Kalinjar Satna 55
Road SH-56
Mangawan-
5 MDR BOT Annuity Baikunthpur Road Rewa 18.8
MDR
Pondi-Maharajpur-
6 MDR BOT Annuity Parasmaniya Road Satna 25.09
MDR
Sijhata–Hinoti–
7 MDR BOT Annuity Malgaon– Satna 32.2
Khamariya–Ater
Bahari-Hanumana
8 MDR BOT T+A Sidhi 49.28
Road
Total length (in Km) 245.93

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 9. Jabalpur Division

SH
S Sub
/NH Model Name District Length
No. Model
/MDR
Damoh – Jabalpur,
1 SH BOT Toll 98.5
Jabalpur Damoh
Gadarwada-
2 MDR BOT Annuity Narsinghpur 32.12
Tendukhera
Phoolsagar– Mandla,
3 MDR BOT Annuity 83.7
Niwas Shalpura Dindori
Sehora -
Jabalpur,
4 MDR BOT T+A Majhgawan- 39.85
Katni
Silodi Road
Total length (in Km) 254.17

10. Chhindwara Division

SH
S Sub
/NH Model Name District Length
No. Model
/MDR
Chhindwara-
Chhindwara,
1 SH BOT Toll Matkuli– 112
Hoshangabad
Tamia Road
Lakhnadon-
2 SH BOT Toll Ghasore upto Seoni 39
Seoni Border
Total length (in Km) 151
Total project Length of all divisions:- 4070.88 km
Note: Any other Road BOT (Toll + Annuity) or OMT Project under
MPRDC may be added during contract period, for which
proportionate payment on the length of project basis shall be made
to the Consultant subjected to approval from MPRDC on the
condition of deployment of proportionate Staff by the Consultant.

1 Selection of IE shall be as per selection procedures given in the Model

Concession Agreement and general procurement methods followed in
MPRDC. The selected IE shall be intimated to the Concessionaire.

2 The proposal shall be submitted in English Language and all

correspondence would be in the same language.

3 The BOT/MAINTENANCE projects basically constitute involving

construction of Bridges, culvers, widening and rehabilitation of bridges
and culverts; improvement of curves, wayside amenities. routine
maintenance, special repairs, periodic renewals etc. including
provision of realignment, By passes if any. The Proposed construction
works grid involves use of modern equipment and construction
practices/techniques. Scope of development works Projects on
Operation, Maintenance & Transfer (OMT) basis, Completed (BOT),
Toll + Annuity, Annuity roads and other roads under MPRDC
Division

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 4 MPRDC intends to appoint a Consultant to act as Independent
Engineer for implementation of. As per the Terms and Conditions of
the Concession Agreement (s), the Independent Engineer is broadly
required to: (i) independently review activities associated with design,
design review, during construction, required quality assurance and
quality control tests and operation and maintenance of the project on
behalf of both MPRDC and Concessionaire so as to ensure compliance
of the requirements of the provisions of Concession Agreement (ii)
report to MPRDCI on the Financial, Technical and physical progress
of implementation aspects of the project, (iii) assist the parties in
arriving at an amicable settlement of disputes, if any. The selection of
Independent Engineer shall follow the laid down procedures given in
the Concession Agreement signed between MPRDC and the
Concessionaire for this completed BOT/ OMT/DBFOT project.

5 The interested consultancy firms may purchase the RFP from the
website mptenders.gov.in on online payment of Rs. 20,000/- (Rupees
twenty thousand only) (non-refundable) from 11:30 hrs. on 19.10.2020
as the cost of the RFP document. The RFP can be
purchased/downloaded free of cost. However, at the time of
submission, the bidder has to pay the cost of RFP and processing fee
online. the bidder can make payment online via Debit/Credit Card,
Internet banking etc. (Read carefully the guidelines for electronic
tendering system).

6 The proposal should be submitted by consultancy firms in online mode

only duly marked as technical proposal (ORIGINAL). Details of the
consultancy firm etc. shall be uploaded on the website
mptenders.gov.in in the space provided. Financial Proposal must be
submitted online only. For a given completed BOT/OMT/DBFOT
project. Stage -1 of the Evaluation shall consider the evaluation of the
Technical Proposal (i.e. Part 1). The firms scoring the qualifying
marks (minimum 75%) as mentioned in RFP shall be listed in the
descending order of their technical score and 5 top ranking firms shall
only be considered for further evaluation provided none of them is in
conflict of interest with the Concessionaire. The firms in conflict of
interest shall be substituted by next ranking firm not having conflict of
interest with the Concessionaire. Under stage 2, the financial proposal
of such five firms as selected above shall be opened and evaluated.
The selection is based on least cost basis (cost based selection
approach) among the top five qualifying consultants, meeting non-
conflict and other eligibility requirements, shortlisted after Technical
Evaluation

7. The total time period for the assignment as Independent Engineer will
be for 36 Months. It can be extended on the basis of performance for
further period maximum up to one year.

8. Consultants may apply either as a sole firm or forming Joint Venture

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 with other consultants. In case of Joint Venture, the maximum
number of Joint Venture partners is limited to 3 (i.e. one lead + 2 JV
partners). Formulation of more than one JV with different partners for
the same work is not allowed and all such proposal involving the
firms shall be treated as non-responsive.

9. The Applicant whether a sole applicant or lead member with joint

venture(s) may include an Associate company also. The applicant
shall submit a Memorandum of Understanding (MOU) with the
Associate regarding the role and responsibilities of this Associate
Company along with the proposal. Only such associates are allowed
to participate under this para who provide at least 1 key personnel
out of 02 key personnel viz., (i) Team Leader-cum-contract
management expert (ii)Quantity Surveyor

10. Consulting firms meeting the following criteria and not in conflict of
interest with the Concessionaire are only eligible for applying for this
assignment. Firms not meeting these criteria need not apply.
A). Eligibility criteria for sole applicant firm.

S No Experience in the firm in last 5 years

Preparation of DPR/Feasibility Project Supervision/IC/IE/AE
Study cum Preliminary Design (NH/SH/MDR Equivalent)
Report(NH/SH/MDR/Equivalent)
1 (a) The firm should have minimum The firm should have Annual turnover
experience of at least one project minimum experience of at (updated average of
for preparation of detailed Project least two projects of Project last 5 years or in each
Report of 2laning or more Supervision / IC / O&M of the preceding two
project minimum length 50 km projects of 2/4/6 laning or years) of the firm from
more minimum length 50 km consultancy business
and minimum aggregate should be equal to 3 Cr.
length 400 km. or more
1 (b) Firm should also have
experience of Project
Supervision /DPR/Design of
Major structures having
length of more than 60
meter of at least one
project in last 5 years.

Additional requirement in
case of specialized
projects***
** Similar project means 2/4/6 lane as applicable for the project for which
RFP is invited. For 2-lane projects experience of 4/6 lane also to be
considered with a multiplication factor of 1.5. Experience of 4/6 lane
shall be considered interchangeably for 4/6 laning projects. For 4/6 laning
projects, experience of 2 lane will be considered with a multiplication
factor of 0.4.

*** In case the project includes any specialized nature of work such as
tunnels, specialized structures etc. in substantial quantum, this requirement
may be suitably included by suitably adjusting marks of other attributes.

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B) Eligibility Criteria for partner in case of JV (not more than 2 JV
partners shall be allowed
i) Case I; Lead Partner with one other JV partner: The lead partner
must fulfil at least 50% of requirements at 1(a) of table in para (A)
above and other JV partner should fulfil at least 40% of eligibility
criteria as indicated at 1(a) of table in para (A) above. Also the lead
partner and JV partner jointly should meet not less than 1.20 times the
eligibility criteria as mentioned at 1(a) of table in para (A) above. Lead
partner should meet the criteria 1 (b) of table in para (A) above.

ii) Case II Lead partner with two other JV Partners: The lead partner
must fulfill atleast 50% of requirements at 1(a) of table in para (A)
above and each JV partner should fulfill atleast 25% of eligibility
criteria as indicated at 1(a) of table in para (A) above. Also the lead
partner and JV partners jointly should meet not less than 1.30 times the
eligibility criteria as mentioned at 1(a) of table in para (A) above. Lead
partner should meet the criteria 1 (b) of table in para (A) above.

Note: The weightage given for experience of a firm would depend on the role
of the firm in the respective assignments. The firm’s experience would
get full credit if it was the sole firm in the respective assignment.
Experience weightage for firms joining Lead partner JV partner shall
be considered in the same proportion as payment has been received by
the firm towards consultancy work in the project.
For weightage of experience in any past Consultancy assignment
experience certificate from the client shall be accepted. In the absence
of experience certificate from the client, proportion of payment
received towards Consultancy work duly certified by statutory body
like Chartered Accountant or Independent Auditors who are competent
to do so as recognised by the State concerned shall be accepted.
Annual turnover duly certified by Chartered Accountant shall be
accepted. In case of non-availability of such documents no weightage
of turnover/experience will be considered.
12. Following enhancement factor will be used for the cost of services
provided and for the turnover from consultancy business to a common
base value for works completed in India:

Year of completion of Enhancement factor

services/turnover
Financial year in which RFP invited 1.00
One year prior to RFP 1.10
Two years prior to RFP 1.21
Three years prior to RFP 1.33
Four year prior to RFP 1.46

Applicant should indicate actual figures of costs and amount for the
works executed by them without accounting for the above mentioned

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 factors.

In case the financial figures and values of services provided are in

foreign currency, the above enhancement factors will not be applied.
Instead, current market exchange rate (State Bank of India BC Selling
rate as on last date of submission of the bid) will be applied for the
purpose of conversion of amount in foreign currency into Indian
Rupees.

13. Any entity (sole firm or any of the JV partner) which has been
debarred by Central Govt./State Govt./MPRDC or by any of its
organisation and the debarment subsists as on date of proposal would
not be eligible to submit a proposal.

15. The two parts of the Proposal (Technical proposal must be submitted
only in online form with all pages numbered serially, along with an
index of submission. The Financial bids must be submitted online
only. Spiral bound form, loose form, etc. will be not accepted.

16. RFP must be submitted online up to 02.06.2021 , 11:30 hrs.

17 Consultant is required to submit a Bid Security of Rs. 2.00 lakh online

only along with their proposal. However, proof of online submitted
Bid Security must be uploaded in the space provided on the website.
The Managing Director,
M P Road Development Corporation Ltd.,
45-A, Arera Hills, Bhopal
Tel; 0755-2597290, 2765205

Page 11 of 119
 SECTION 2: LETTER OF INVITATION
1 INTRODUCTION

1.1 Bids are invited from consulting firms either as a sole firm/ joint
venture with other consultant willing to act as IE to submit a proposal
for providing consulting services required for the assignment named in
the attached Letter of Invitation. Your proposal could form the basis for
future negotiations and ultimately a contract between your firm and the
MPRDC.
1.2 A brief description of the assignment and its objectives are given in the
Terms of Reference (TOR).
1.3 The assignment shall be implemented in various stages such as Design,
Construction supervision, and Operation and Maintenance supervision.
Continuation of services for the next stage shall be subject to
satisfactory performance of the previous stage, as determined by the
MPRDC.
1.4 This RFP is neither an agreement nor an offer by the Authority to the
prospective Applicants or any other person. The purpose of this RFP is
to provide interested parties with information that may be useful to
them in the formulation of their Proposals pursuant to this RFP. This
RFP includes statements and assumptions, which reflect various
assessments arrived at by the Authority in relation to the Consultancy.
Such assessments and statements do not purport to contain all the
information that each Applicant may require. The information
contained in this RFP, may not be complete, accurate, adequate or
correct. Each Applicant should, therefore, conduct its own
investigations about the assignment and the local conditions before
submitting the proposal by paying a visit to the Client and the project
site, sending written queries to the client, before the date and time
specified in the Data Sheet.
1.5 Please note that (i) the costs of preparing the proposal and negotiating
for the contract, including a visit to site, are not reimbursable as a
direct cost of assignment and (ii) MPRDC is not bound to accept any
of the proposals received by it and reserves the right to annul the
selection process at any time prior to contract award, without thereby
incurring any liability to the Consultants.
1.6 We wish to remind you that in order to avoid conflict of interest
situations, any firm associated with the Concessionaire of the Project
Highway as its Design and/or Supervision Consultant and/or the
Contractor(s) as Design Consultant and/or Construction Supervision
Consultant is not eligible to participate in the bidding.
1.7 The proposal shall be valid for 120 days after the last date of submission.
1.8 Consultant have an obligation to disclose any situation of actual or
potential conflict that impacts their capacity to serve the best interest of
their Client, or than may reasonably be perceived as having this effect.
Page 12 of 119
 Failure to disclose said situations may lead to the disqualification of
the Consultant or the termination of its Contract and/or any other
action as deemed fit by the Authority at any stage.

1.9 It is the MPRDC’s policy that the consultants observe the highest
standard of ethics during the selection and execution of such contracts.
In pursuance of this policy, the MPRDC.

(a) Defines, for the purpose of this paragraph, the terms set forth below
as follows:
(i) “corrupt practice” means the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the action of a
public official in the selection process or in contract execution;
(ii) “fraudulent practice” means a misrepresentation or omission of facts in
order to influence a selection process or the execution of a contract;

(iii) “collusive practices” means a scheme or arrangement between two or

more consultants with or without the knowledge of the Client,
designed to establish prices at artificial, non-competitive levels;
(iv) “coercive practices” means harming or threatening to harm, directly or
indirectly, persons or their property to influence their participation in a
procurement process, or affect the execution of a contract.

(b) will reject a proposal for award if it determines that the Consultant
recommended for award has, directly or through an agent, engaged in
corrupt, fraudulent, collusive or coercive practices in competing for the
contract in question;

(c) will declare a firm ineligible, either indefinitely or for a stated period
of time, to be awarded a contract if it at any time determines that the
firm has engaged in corrupt or fraudulent practices in competing for, or
in executing, a contract; and

(d) will have the right to require that a provision be included requiring
consultants to permit the MPRDC to inspect their accounts and records
relating to the performance of the contract and to have them audited by
authorized representatives of MPRDC.

1.10 Consultants, their Sub-Consultants, and their associates shall not be

under a declaration of ineligibility for corrupt and fraudulent practices.
Furthermore, the Consultants shall be aware of the provisions on fraud
and corruption stated in the specific clauses in the General Conditions
of Contract.
1.11 Consultants shall furnish information on commissions and gratuities, if
any, paid or to be paid to agents relating to this proposal and during
execution of the assignment if the Consultant

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 is awarded the Contract, in the Financial Proposal.
1.12 The Data Sheet indicates how long Consultants’ Proposals must
remain valid after the submission date. During this period,
Consultants shall maintain the availability of Professional staff
nominated in the Proposal. The Client will make its best effort to
complete negotiations within this period. Should the need arise,
however, the Client may request Consultants to extend the validity
period of their proposals. Consultants who agree to such extension
shall confirm that they maintain the availability of the Professional
staff nominated in the Proposal, or in their confirmation of
extension of validity of the Proposal, Consultants could submit
new staff in replacement, who would be considered in the final
evaluation for contract award. Consultants who do not agree have
the right to refuse to extend the validity of their Proposals.

2. CLARIFICATIONS AND AMENDMENT OF RFP

DOCUMENTS
2.1 The Consultants may request a clarification of any of the RFP
documents up to the number of days indicated in the Data Sheet
before the Proposal submission date. Any request for clarification
must be sent in writing by paper mail, facsimile, or electronic mail
to the Client’s address indicated in the Data Sheet.
Clarification/amendment will be hosted on the website
mptenders.gov.in only.
2.2 At any time before the submission of Proposals, the Client may for
any reason, whether at its own initiative or in response to a
clarification requested by a Consulting firm, modify the RFP
documents by amendment. Any amendment shall be issued in
writing through addendum. Addendum will be hosted on above
website which will be binding on all the consultants. The Client
may at its discretion extend the deadline for the submission of
Proposals.

3. PREPARATION OF PROPOSAL
3.1 You are requested to submit your proposal in online mode using the
formats enclosed herewith (refer section 3.4 and 5).

Part 1: Technical Proposal

The proposal shall be written in the English language as specified in the Data
Sheet. All pages of the Proposal shall be signed by an authorized
representative. The representative’s authorization shall be confirmed by
written Power of Attorney duly notarized to be submitted with the proposal.
In case of JV a MoU indicating the specific Projects, input and role of each
Partner etc. shall be submitted with the proposal.

Page 14 of 119
3.2 You are expected to examine all terms and conditions included in the
documents. Failure to act or to provide all requested information will
be at your own risk and may result in rejection of your proposal.

3.3 During preparation of the Technical proposal you may give particular
attention to the following:
i. The man-months for the assignment shall be that stated in the Terms of
Reference. The same shall be considered for the purpose of evaluation
as well as award. In case the man months of TOR are amended in view
of Client’s own initiative or in response to clarification sought by any
Consulting firm, the man months so amended and published shall be
considered for the purpose of evaluation as well as award.
ii. The Consultants should prefer to field as many of their permanent staff
as possible and higher marks shall be given in this regard. The
permanent staff would be considered those already employed with the
firm prior to one year from the month during which this Tender Notice
is issued. Please enclose evidence (e.g: Pay roll, Auditor’s Certificate)
in this regard. More weightage will be given to those key personnel
who are employed with more years with the firm.
iii. No alternative to key professional staff may be proposed and only one
Curriculum Vitae (CV) may be submitted for each position and
iv A good working knowledge of the language specified in the data sheet
is essential for key professional staff on this assignment. Reports must
be in the language (s) specified in the data sheet.

v For Key Personnel e.g. Team Leader, Resident-cum-Highway

Engineer, the Consultants should prefer candidates having worked on
PPP Projects. Such personnel shall be rated higher than the candidates
having no such experience at all”.

3.4 Your Technical Proposal must provide the following information,

using but not limited to the formats attached in the Section 3 &4.

i. A brief description of the firm’s organisation and an outline of recent

experience of the Consultants and, in the case of Joint Venture, for
each partner, on assignments of a similar nature. The information
which you shall provide on each assignment should indicate, inter-alia,
the profiles of the staff provided, duration, contract amount and firm’s
involvement. The details of assignments on hand shall also be
furnished.
ii. Any comments or suggestions on the ToR and a description of the
methodology (work plan) which the firm proposes to execute the
services, illustrated with bar charts of activities.
iii. The composition of the proposed staff team, the tasks which shall be
assigned to each and their timing;
iv Requirement for submission of CVs.
Page 15 of 119
a) CVs strictly in the prescribed format and recently signed in blue ink on
each page by both the proposed professional staff and the Managing
Director/Head or the authorized representative of the firm.

b) Key information should include years with the firm and degree of
responsibility held in various assignments. In CV format, at summary,
the individual shall declare his qualification & total experience (in
years) against the requirements specified in TOR for the position (Ref.
Enclosure-B of TOR). If any information is found incorrect, at any
stage, action including termination and debarment from future
MPRDC projects up to 5 years may be taken by MPRDC on the
personnel and the Firm.

c) If same CV is submitted by two or more firms, zero marks shall be

given for such CV.

d) CVs of Key Personnel having intermittent inputs will be considered

only if the assignments on hand as on 7 days before due date of
proposal including those for which LOA has been received from the
Client or for which Consultant has been declared as L1 do not exceed 3
(three) for Bridge Engineer, Highway Engineer and Senior Highway-
cum-Pavement Engineer. 6 (six) for Legal expert, Road Safety Expert
& Financial Expert.

e. All the CVs which are to be evaluated should be complete in all

respects including signing and certification by the individual and the
firm. In order to overcome the difficulties in furnishing the duly signed
CVs due to time prescribed for submission for RFP, maximum 3 CVs
with scanned signatures of the candidates on all pages shall be
permitted. However, the authorised representative of the firm shall sign
on each page. If the firm is selected, then the firm shall submit duly
signed CVs at the time of negotiations.
f. If a CV score less than 75% marks, whatever marks it score will be
carried forward for maximum 2 nos key personnel for determining the
total score of the firm. However, if the Key Personnel does not fulfil the
minimum academic qualification (as mentioned at Enclosure-B of TOR of
RFP), the overall score of his CV will be evaluated as zero. If the Key
Personnel does not fulfil the minimum qualification related to experience
(as mentioned at Enclosure-B of TOR of RFP), then zero marks will only
be assigned for that sub criteria, but the marks obtained by the CV of the
Key Personnel will be carried forward for maximum 2 nos key personnel
for determining the total score of the firm. In case, a firm is H-1, then
maximum 2 (two) such Key Personnel (whose CV scores less than 75%
or who does not fulfil the minimum qualification) will have to be replaced
by the firm at the time of contract negotiations. The reduction in
remuneration of such replacements will be made as per Clause 4.5 (c) of
the contract for consultancy services.

Page 16 of 119
v. Deployment Schedule for each key personnel should be formulated
and incorporated in the Technical Proposal which will be reviewed on
quarterly basis.

vi. Estimates of the total time effort (person x months) to be provided for
the services, supported by bar chart diagrams showing the time
proposed (person x months) for each professional staff and sub
professional staff.

vii. A certification to the effect should be furnished by the Consultant that

they have checked the qualifications and experiences details submitted
by the key personnel in their CVs and found to be correct. This
certification should be made in CVs of all key personnel after the
certification by the candidate. The format of CV includes certification
to this effect.

viii. Each key personnel of the preferred Consultant shall be called for
interview at the time of negotiation at the cost of Consultant.

ix. Replacement of key personnel shall be considered only in unavoidable

circumstances. In no case more than two replacements of key personnel
shall be permitted during negotiation and in such cases Consultant and
such key personnel shall have to submit affidavit to the effect that
during the period of assignment specified in para 8 of Section:1, the
replaced key personnel shall not be professionally employed anywhere
in MPRDC works. MPRDC shall not further consider CV of such key
personnel directly or indirectly for any of its projects for this period.
10% reduction in remuneration shall be considered for each such
substitution up to 2 replacements. In case during negotiations, more
than two replacements are sought by the L1 consultant, his proposal
shall be considered as Non-Responsive. In such case the combined
score of next five top firms, meeting the non-conflict condition shall be
evaluated to arrive at new L1. In case when less than five firms are
available, the next highest scoring firm shall be considered as L-1.

In case during interaction with the key personnel at the time of

negotiation it is found that the key personnel proposed is un-suitable for
the assignment position, his replacement by equivalent or better shall
be provided by the consultant. The key personnel with such un-suitable
CV shall not be considered in any future bids for that position for two
years.

In the eventuality that a firm becomes non-responsive, for the third

time, due to the action of replacements of more than 2 key personnel
during negotiation, the firm and its constituent JV partners and
Associates shall be debarred up to two years for MPRDC consultancy
projects.

x. Any additional information.

Page 17 of 119
3.5 The technical proposal must not include any financial information.

Part 2: Financial Proposal

3.6 Your Financial Proposal must be submitted online only, otherwise,
it shall not be considered for the evaluation/award. For the first 12
months from the Date of Commencement of Services, Consultants
shall be paid billing rates as indicated above. Beginning 13th months of
the services provided, billing rates shall be increased for the
remuneration part only @ 5% every 12 months for local currency and
as per formula Rf = Rf0 x If /If0 for the remuneration to be paid in
foreign currency for the subsequent period of services rendered by the
personnel of all categories namely (i) key Personnel; (ii) sub-
Professional personnel and (iii) Support staff. However, for evaluation
and award of the Bid proposals, the quoted initial rate (as applicable
for first 12 months) shall be multiplied by the total time input for each
position on this contract, i.e. without considering the increase in the
billing rates.
“where, Rf is the adjusted remuneration;
Rf0 is the remuneration payable on the basis of the remuneration rates
in foreign currency;
If is the official index for salaries in the country of the foreign currency
for the first month for which the adjustment is supposed to have effect;
and
If0 is the official index for salaries in the country of the foreign
currency for the month of the date of the Contract.
The Consultant shall state here the name, source institution, and any
necessary identifying characteristics of the official index for salaries
corresponding to If and If0 in the adjustment formula for remuneration
paid in foreign currency: [Insert the name, source institution, and
necessary identifying characteristics of the index for foreign currency,
e.g. “Consumer Price Index for all Urban Consumers (CPI-U), not
seasonally adjusted; U.S. Department of Labor, Bureau of Labor
Statistics”]”
3.7 The Financial Proposal should clearly identify as a separate amount,
the local taxes (including social security), duties, fees, levies and other
charges imposed under the applicable law, on the consultants, the sub-
consultants, and their personnel (other than nationals or permanent
residents of the government’s country); unless the Data Sheet specifies
otherwise. This cost, however, will not be considered in evaluation.
3.8 Consultants may express the price of their services in the Local
currency (Indian Rupees) and/or US Dollar/ Euro. For evaluation
purposes, the client shall consider 1US$=Rs70/-and I Euro = Rs.80/-
(This will be the exchange rates as per Reserve Bank of India rounded
off to nearest Rupee applicable at the time of RFP invitation). The
Client may require consultants to state the portion of their price
representing local cost in the national currency if so indicated in the
Data Sheet.

Page 18 of 119
3.9 GST as applicable shall be reimbursed to the Consultants.

4. SUBMISSION, RECEIPT AND OPENING OF PROPOSALS

4.1 The ‘ORIGINAL’ proposal shall be prepared in indelible ink. It shall
contain no inter-lineation or overwriting, except as necessary to correct
errors made by the firm itself. Any such corrections must be initiated
by the person or persons who sign(s) the Proposals.

4.2 All pages of the ‘ORIGINAL” Proposal shall be signed by the eligible
authority as specified in Para 3.1 of LOI given above.

4.3 You must submit the ‘ORIGINAL’ technical proposal & financial
proposal is to be submitted online only.
4.4 DELTED
4.5 The proposal must be submitted in a online form only with all pages
numbered serially, along with an index of submissions.
4.6 Deleted.

5 PROPOSAL EVALUATION
5.1 A two -stage procedure shall be adopted for evaluating the proposals.
5.2 MPRDC invites Request For Proposal (RFP) for BOT Project from
consulting engineering firm.

Technical Proposal
5.3 The Evaluation Committee appointed by the MPRDC shall carry out its
evaluation applying the evaluation criteria and point system specified in
the data sheet. Each responsive proposal shall be attributed a technical
score (St.) The technical proposal should score at least 75 points to be
considered responsive. The Authority shall shortlist 5 (five) top firms
on the basis of their technical score not in the conflict of interest with
the concessionaire.

Financial Proposal
5.4 After the evaluation of Technical Proposals is completed and the
shortlist of 5 firms is finalised, MPRDC may notify those consultants
whose proposals were not considered as per conditions of RFP
indicating that their Financial Proposal will be returned unopened after
completing the selection process. The MPRDC shall simultaneously
notify the finally selected 05 (five) shortlisted firms indicating the date
and time set for opening of the Financial Proposals.

5.5 The Financial Proposals shall be opened publicly in the presence of the
consultants’ representatives who choose to attend. The name of the
consultant, the technical scores, and the proposed prices shall be read
Page 19 of 119
 aloud and recorded when the Financial Proposals are opened. The
Client shall prepare minutes of the public opening.

5.6 The Evaluation Committee will determine whether the submitted

Financial Proposals are complete (i.e. whether they have included cost
of all items of the corresponding proposals; if not, then the cost towards
such missing items will be considered as NIL, but the Consultant shall,
however, be required to carry out such obligations without any
additional compensation. In case under such circumstances, if Client
feels that the work cannot be carried out within the overall cost as per
the submitted financial proposal, such proposals shall be considered
non responsive.

5.7 The Evaluation Committee shall determine if the financial proposal is

complete and without computational errors. The selection is based on
least cost basis (cost based selection approach) among the top five
qualifying consultants, meeting non-conflict and other eligibility
requirements, shortlisted after Technical Evaluation
5.8 The selection is based on least cost basis (cost based selection
approach) among the top five qualifying consultants, meeting non-
conflict and other eligibility requirements, shortlisted after Technical
Evaluation.

6 NEGOTIATIONS
6.1 Prior to the expiration period of validity of proposal, the MPRDC shall
notify the successful firm who submitted the highest scoring proposal
in writing by registered letter or facsimile and may either issue LOA if
negotiations are not required or may invite it to negotiate the contract.
In case two or more firms obtain same score, the firm achieving the
highest Technical score shall be invited first for negotiations.
6.2 Negotiations normally take one to two days. The aim is to reach
agreement on all points, and initial a draft contract by the conclusion of
negotiations
6.3 Negotiations shall commence with a discussion of your technical
proposal, the proposed methodology (work plan), staffing. Agreement
must then be reached on the staffing and bar charts, which shall
indicate activities, staff, periods in the field and in the home office,
staff months, logistics and reporting. Special attention shall be paid to
optimise the required outputs from the firm within the available budget
and to define clearly the inputs required from the MPRDC to ensure
satisfactory implementation of the assignment.
6.4 It is the responsibility of the Consultant, before starting financial
negotiations, to contact the local tax authorities to determine the local
tax amount to be paid by the Consultant under the Contract. The
financial negotiations will include a clarification (if any) of the firm’s
tax liability in the Client’s country, and the manner in which it will be
reflected in the Contract; and will reflect the agreed technical
Page 20 of 119
 modifications in the cost of the services.

6.5 Having selected a firm, among other things, on the basis of an

evaluation of proposed key professional staff, the MPRDC expects to
negotiate, a contract on the basis of the staff named in the proposal
and, prior to contract negotiations, will require assurance that this staff
shall be actually available.
6.6 Replacement of key personnel shall be considered only in unavoidable
circumstances. In no case more than two replacements of key
personnel shall be permitted during negotiation and in such cases
Consultant and such key personnel shall have to submit affidavit to the
effect that during the period of assignment specified in para 8 of
Section:1, the replaced key personnel shall not be professionally
employed anywhere in MPRDC works. MPRDC shall not further
consider CV of such key personnel directly or indirectly for any of its
projects for this period. 10% reduction in remuneration shall be
considered for each such substitution up to 2 replacements. In case
during negotiations, more than two replacements are sought by the L1
consultant, his proposal shall be considered as Non-Responsive. In
such case the score of next five top firms, meeting the non-conflict
condition shall be evaluated to arrive at new L1 on the basis of least
cost. In case when less than five firms are available, the next scoring
firm shall be considered. Subjected to the condition that all the firms
scored more than or equal to 75 marks
In case during interaction with the key personnel at the time of
negotiation it is found that the key personnel proposed is un-suitable
for the assignment position, his replacement by equivalent or better
shall be provided by the consultant. The key personnel with such
unsuitable CV shall not be considered in any future bids for that
position for two years.

In the eventuality that a firm becomes non-responsive, for the third

time, due to the action of replacements of more than 2 key personnel
during negotiation, the firm and its constituent JV partners and
Associates shall be debarred up to two years for MPRDC consultancy
projects.
6.7 Each key personnel of the preferred consultant shall be called for
interview at the time of negotiation at the cost of the Consultant. At the
time of interview, the key personnel shall produce the originals of the
certificates (Proof of age, Qualifications and experience from their
respective employers) in support of their CVs for verification and
return. The negotiations shall be concluded with a review of the draft
form of Contract. MPRDC and the firm will finalise the contract to
conclude negotiations.
7 AWARD OF CONTRACT

7.1 After completion of negotiations with the consultants, the Client shall
award the Contract to the selected Consultant. However, after signing
Page 21 of 119
 of the Contract.
7.2 The successful firm with whom the contract is signed is expected to
commence the assignment on the date and at the location specified in
the data sheet.

Page 22 of 119
DATA SHEET (As Mentioned in Letter of Invitation to Consultants)
Sub clause No. in Letter of Invitation to Consultants

1.4 Pre-Proposal Conference shall be held at: MPRDC HQ on

20.05.2021 at 11:30 hrs.

2.1 Clarification may be requested 7 days prior to Pre Proposal

Conference. The address for requesting clarification is:

Managing Director,
MP Road Development Corporation Ltd.,
45-A Arera Hills, Bhopal
Email- [email protected]

3.1 The Language of documents and correspondence will be English

3.3 All the personnel shall have working knowledge of English and all the
reports etc shall be written in English.

3.7 MPRDC shall reimburse only GST. Consultant has to assess all other
taxes and should inbuilt them in their financial proposal. These taxes
(other than GST) should not be provided separately. Consultants are
requested to consult Tax Consultants for details.
3.8 The Consultants to state local cost in INR.
4.6 The time and date of online submission is 11:30 hrs. on 26.05.2021.
5.3 The points assigned to Technical Evaluation criteria are:
S.No Description Marks
1 Relevant Experience for the assignment 25
2 The Quality of methodology and work
05
plan proposed
3 Qualifications and competence of the key
70
staff for the assignment
Total 100

(i) Sub criteria for Relevant Experience of the firm for the assignment

Year of Establishment of the Firm (in case of JV year

02
of establishment of Lead Member shall be considered)
Average Annual Turnover (last 5 years) from
02
Consultancy business

Page 23 of 119
 Nos. of Key Personnel with the firm 02
Experience of minimum two Highway projects 2 laning or
more having minimum length 50 km and minimum
aggregate length 400 km as Independent 12
Engineer/Construction Supervision/O&M in last 5 years.

Experience in DPR preparation of two Highway projects

2 laning or more having minimum length 50 km in last 5 04
years.
Experience in Construction Supervision /DPR/Design
of Major structures having length of more than 60 03
meter of at least one project in last 5 years.

In case of JV the turnover and experience details of Lead and JV partners

to be added. Employer’s certificate should be submitted substantiating the
experience claimed by the firm.

(ii) Sub criteria for Adequacy of the proposed work plan and methodology
in response to the ToR.
Comments and Suggestion on ToR 01
Quality of Approach and Methodology 03
Work Programme and Manning Scheele 01

Page 24 of 119
 *Consultants should give details of the experience of the firm
considering the completed and the on-going highway assignments,
separately for PPP and non-PPP Projects along with experience
certificates from clients. This list of the completed works should
also include those assignments which are substantially (90% of
Contract value) completed. No Qualification/Experience etc. shall
be considered without proof of experience.

Experience of O & M / Routine maintenance shall also be

considered for qualification.
(iii) Qualification and competence of following professional/sub-
professional staff for the assignment shall be evaluated. The
weightage for various key staff are as under:

S. No. Key Experts Marks

1 Team Leader cum Contract Management Expert 20

2 Quantity Surveyor 10

3 Road Safety Expert cum Traffic Planner 10

4 Computer Integrated System Expert 10

5 Finance Expert 10

6 Legal Expert 10

Total 70

Sub criteria for qualification of key Personnel (i.e. Professional staff)

General qualification 25
Adequate for the project 70
Employment with firm 05
Total 100

The technical proposal should score at least 75 points to be considered

responsive for financial evaluation.
5.6 The single currency for price conversion is INR. For evaluation of bid
proposals, the prevailing foreign currency conversation rate shall be
used.
5.8 The selection is based on least cost basis (cost based selection approach)
among the top five qualifying consultants, meeting non-conflict and
other eligibility requirements, shortlisted after Technical Evaluation

Page 25 of 119
7.2 Commencement of Assignment: The firm shall begin carrying out the
services within one month of signing of the Consultancy Agreement.

Remarks:-

1. Based on experience and the Consulting Industry's Capacity, Project

specific requirement etc., MPRDC may modify the above criteria for
Selection of IE.

2. If it is found during evaluation that the experience claimed by the

key personnel wrong, such CV shall not be evaluated and zero mark
shall be given. The consultant is shortlisted for opening of financial
bid, maximum one key personnel shall be allowed for replacement
during contract negotiation. Any key personnel found claimed fake
experience three times such key personnel may be debarred for
working in MPRDC.

Note: Deleted

Page 26 of 119
 SECTION 3. FORMATS FOR SUBMISSION OF FIRMS
CREDENTIALS

The proposal should contain the following information in enclosed format

attached at Appendix A.
• Year of Establishment of Firm
• Average annual turnover (last five years)

Note: The Firm shall submit Certificate of Incorporation and audited balance
sheet for the last five years ( FY 2016-17, FY 2017-18, FY 2018-19, FY 2019-
20 and FY 2020-2021). For claiming experience of Highway projects
completion certificate from employer should be enclosed. The proposal should
also contain the details of the key personnel viz. their name, qualification,
expertise area, experience and years of association with the firm.
Appendix A
The following information related to the firm should be provided in the
proposal

i) Name of road applied for

ii) Year of establishment of firm*

Consultant Year of Country Type of Organisation

Individual/Lead Establishment Individual Partnership Corporation Other
Partner of JV

NOTE:-Year of Establishment of Lead Partner of JV shall be considered.

*Copy of Certificate of incorporation shall be submitted.

iii) Office/Business Address/Telephone nos./Cable Address

iv) Narrative description of firm (not more than 2 sheet)
v) Name of two (2) principals who may be contacted with title and
telephone number/fax number/e. mail
vi) Financial Statement for the last five years **

S.No. Particulars 2016-17 2017-18 2018-19 2019-20 2020-21

i) Annual turnover
from Consulting
Business
ii) Total Assets
iii) Current Assets
Balance Sheet/ Auditor Certificate of last 5 years ( FY 2016-17, FY 2017-18, FY
2018-19, FY 2019-20 and FY 2020-2021). shall be submitted as evidence of
Annual Turnover.

Page 27 of 119
 **a) The amount shall be stated in INR. (Consider 1US Dollar = Rs. 75 and
Euro = Rs.80)
b) The currency conversion rate for the respective years shall be mentioned
for other international currencies.
c) Whether details for Audited Balance Sheet, Financial Statement, Balance
Sheet/Auditor Certificate of last 5 years are sought the last 5 years shall be
preceding the year in which Bid submission is to be made.

In case the annual accounts for the latest financial year are not audited and
therefore the Applicant cannot make it available, the Applicant shall give
an undertaking to this effect duly certified by statutory body like chartered
accountant or Independent Auditor who are competent to do so as
recognized by the state concerned. In such a case, the Applicant shall
provide the Audited Annual Reports for 5 (five) years preceding the year
for which the Audited Annual Report is not being provided. (Refer
Appendix-O).

vii. Experience as Independent Consultant/Construction supervision of

Highway projects, separately for PPP and non-PPP Projects during the last
5 years. ***

S.No. Project Type Descripti Client Total Fee Fee %age of Appox Period Certificate
Name/Year Services on of (with for the received total fee cost of enclosed
Rendered Highway complete Consultan by received Highway on page
Project / address, cy Applicant by the Project No.
Length contact, Assignme ( in case firm
(kms) person, nt (INR) of JV /
telephone Associati
Nos. and on)
Fax Nos.)
1 2 3 4 5 6 7 8 9 10 11
Sole
Consultant/
prime
consultant of
JV / minor
consultant of
JV / or sub
consultant /
As Associate
consultant
A. Completed / substantially completed projects: -
1
2
3
B. Project in progress:
1.
2.
3.

viii. Experience in DPR preparation of 2 laning or more Highway Projects

separately for the PPP and non-PPP projects during the last 5 years

Page 28 of 119
 S.No. Project Type Length Client (with Fee in INR Period Certificate
Name/Year Services of complete (Applicant’s enclosed
Rendere project address, share on page
d (kms) contact, in
No.
person, case of JV)
telephone Nos.
and Fax Nos. )
1 2 3 4 5 6 7 8
Sole
Consultant/
prime
consultant of
JV / minor
consultant of
JV / or sub
consultant / As
Associate
consultant

a) Deleted.

b) Only those projects, to be included in the table which are Highways

Projects and for which clients certificates from the concerned Government
agencies are enclosed with the proposal.

c) The details of bridges having length more than 60m.

d) The weightage given for experience of a firm would depend on the role of
the firm in the respective assignments. The firm’s experience would get
full credit if it was the sole firm in the respective assignment. Experience
weightage for firms as Lead partner/JV partner /Associate shall be
considered in the same proportion as payment has been received by the
firm towards consultancy work in the project.

e) For weightage of experience in any past Consultancy assignment

experience certificate from the client shall be accepted. In the absence of
experience certificate from the client, proportion of payment received
towards Consultancy work duly certified by statutory body like Chartered
Accountant or Independent Auditors who are competent to do so as
recognised by the State concerned shall be accepted. Annual turnover
duly certified by Chartered Accountant shall be accepted. In case of non-
availability of such documents no weightage of turnover/experience will
be considered.

(ix) Assignments on hand including those for which the Letter of Acceptance
from the clients received as on 7 days prior to due date for submission of
proposals: The details shall be given in the following format.

Page 29 of 119
 members
Date of letter of acceptance

provided
the firm
Role of

by the
Team

firm
Date of Agreement if
Name of Assignment

Present status of
Assignment
signed
Client
S.

sub- consultant
Other in JV or
Sole, Lead/
No.

Position
Name

DOB
1 2 3 4 5 6 7 8 9 10

(x) Number of key personnel employed with the firm for more than one
Year from bid submission date:

Key Personnel Number of Key Personnel employed

Sole JV (1) JV(2)
Applicant(Lead
Member in case
of JV)
Team Leader cum Contract
Management Expert

Quantity Surveyor

Road Safety Expert cum

Traffic Planner

Computer Integrated System

Expert

Finance Expert

Legal Expert

Page 30 of 119
SECTION 4. FORMAT FOR SUBMISSION OF TECHNICAL PROPOSAL

Appendix B-1 Technical proposal submission form

Appendix B-2 Firm’s Comments and suggestions on the Terms of

Reference and on date, services and facilities to be
provided by the MPRDC
Appendix B-3 Approach paper on methodology and work plan for
performing the assignment.

Appendix B-4 Composition of the Terms and Task (s) of each Team
member

Appendix B-5 Curriculum vita of proposed professional staff

Appendix B-6 Time Schedule For Professional Personnel

Appendix B-7 Activity (works) schedule

Page 31 of 119
APPENDIX B-1 Technical proposal submission form.

FROM (Name of Firm) To: (Name and Address of Client)

_________________________ ________________________

_________________________ ________________________

_________________________ ________________________

Dear Sir:
Subject: Submission of Technical and Financial Proposal for engagement
as Service of Independent Engineer for OMT Projects, completed roads under
various schemes like BOT, BOT(T+A) & Annuity scheme for MPRDC
Division Bhopal, Narmadapuram, Sagar, Gwalior, Chambal, Dhar, Rewa,
Chhindwara, Jabalpur, Indore & Ujjain

We, the undersigned, offer to provide the consulting services for the above in
accordance with your Request for Proposal dated (Date), and our Proposal.
We are hereby submitting our Proposal, which includes this Technical
Proposal and a Financial Proposal under a separate envelope in online for the
above mentioned work.
If negotiations are held during the period of validity of the Proposal i.e. before
(Date) we undertake to negotiate on the basis of the proposed staff. Our
Proposal is binding upon us and subject to the modifications resulting from
contract negotiations.

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

We remain,
Yours sincerely,

Managing Director/Head of the

firm/Authorised
Representative of
The firm + *
Name of the firm
Address
*Lead Member in case of JV
:

Page 32 of 119
APPENDIX-B-2: COMMENT AND SUGGESTIONS OF CONSULTANTS
ON THE TERMS OF REFERENCE AND ON SERVICES AND FACILITIES
TO BE PROVIDED BY THE MPRDC

On the Terms of Reference (not more than one page):

1.

2.

3.

4.

On the services and facilities to be provided by the MPRDC (not more than
one page):

1.

2.

3.

4.

Page 33 of 119
APPENDIX B-3 : APPROACH PAPER ON METHODOLOGY AND
WORK PLAN FOR PERFORMING THE ASSIGNMENT

(Not more than six pages)

Page 34 of 119
APPENDIX B-4 : COMPOSITION OF THE TEAM PERSONNEL AND
TASK (S) OF EACH TEAM MEMBER

1. Technical/Managerial Staff

S.No. Name Position Task

1
2
3
4
…
…..

2. Support Staff

S.No. Name Position Task

1
2
3
4
…
…..

Page 35 of 119
APPENDIX B-5 : FORMAT OF CURRICULUM VITAE (CV)
FOR PROPOSED PROFESSIONAL STAFF

Photo

Proposed Position : ………………………………………………

Name of Firm :.............................................................................
INFRACON ID (Firm) …………………………………………
Name of Staff :............................................................................
INFRACON ID (Individual) ………………………………….
Profession:...................................................................................
Date of Birth: ..............................................................

Years with Firm/Entity: ...........................................

Nationality: ..............................
Membership of Professional Societies ........................................................
Detailed Task assigned.......................................................................................

Education:
[Summarise college/university and other specialised education of staff
member, giving their names, dates attended, and degrees obtained. Use
about one quarter of a page.]

Key Qualifications:
[Give an outline of staff member’s experience and training most pertinent to
tasks on assignment. Describe degree of responsibility held by staff member
on relevant previous assignments and give dates and locations. Use about half
a page.]

Employment Record:
[Starting with present position, list in reverse order every employment held.
List all positions held by staff member since graduation, giving dates, name of
employing organisations, titles of positions held, and locations of assignments.
For experience in last ten years, also give types of activities performed and
client references, where appropriate. Use about three-quarters of a page.]

Languages:
[For English language indicate proficiency: excellent, good, fair, or poor; in
speaking, reading, and writing]

Page 36 of 119
 Summary of Qualification & Experience vis-à -vis the requirements as per TOR

Certification by the Candidate

I, the undersigned, (Name and Address) undertake that this CV correctly describes myself,
my qualifications and my experience and MPRDC would be at liberty to debar me if any
information given in the CV, in particular the Summary of Qualification & Experience vis-
àvis the requirements as per TOR is found incorrect. I further undertake that I have neither
been debarred by MPRDC nor left any assignment with the consultants engaged by MPRDC
/ contracting firm (firm to be supervised now) for any continuing work of
MPRDC without completing my assignment. I will be available for the entire duration of
the current project (named). If I leave this assignment in the
middle of the work, MPRDC would be at liberty to debar me from taking any assignment
in any of the MPRDC works for an appropriate period of time to be decided by MPRDC.
I have no objection if my services are extended by MPRDC for this work in future.

I further undertake that if due to my inability to work on this project due to unavoidable
circumstances, due to which consultant’s firm is forced to seek
replacement. In such unavoidable circumstances, I shall not undertake any employment
in MPRDC projects during the period of assignment of this project and MPRDC shall
consider my CV invalid till such time.
For Key Personnel having intermittent inputs, add the following: I further certify that I
am associated with the following assignments as on date (as on 7 days prior to due date
for submission of proposal) including those for which LOA has been received by the
firm and the inputs in these assignments shall not affect the work of the current
assignment.
Note : CVs of Key Personnel having intermittent inputs will be considered only if the
assignments on hand as on 7 days before due date of proposal including those for which
LOA has been received from the Client or for which Consultant has been declared as L1
do not exceed 6 (six) for (1) Road Safety Expert and (2) Legal Expert.
…………………………………………………………..
Date (Signature of Key Personnel) (Day/Month/Year)
Certification by the firm
The undersigned on behalf of (name of consulting firm) certify that the qualification and
experience details of Shri……. (name of the proposed personnel and address) as
described in the CV has been checked and found to be correct. It is also certified that
Shri--------(name of proposed personnel) to the best of our knowledge has neither been
debarred by MPRDC nor left his assignment with any other consulting firm engaged by
MPRDC / Contracting firm (firm to be supervised now) for the ongoing projects. We
understand that if the information about leaving the past assignment is known to
MPRDC, MPRDC would be at liberty to remove the personnel from the present
assignment and debar him for an appropriate period to be decided by MPRDC.
……….. Date : ……………… (Day/Month/Year)

[Signature of authorised representative of the Firm]

[Signature of authorised representative of the Firm]

Page 37 of 119
 Note:
a) Personnel is to affix his recent photograph on first page of CV.
b) Complete address and phone number of the Personnel is to be provided.
c) Document for proof of age is to be enclosed.
d) Document for proof of qualification is to be enclosed.
e) Age of the personnel shall not be more than as specified.
f) Deleted.
g) CVs of Key personals shall be valid of Infracon portal only and applicants
shall submit Key personnel name, his infracon ID and other details required
for downloading CVs from portal. CV downloaded from infracon portal
shall only be considered for evaluation.

Page 38 of 119
 APPENDIX B-6: TIME SCHEDULE FOR PROFESSIONAL
PERSONNEL
A. Activity Schedule

S.No. Name Position Month-wise Program (in form of Bar Chart)

[1st,2nd, etc. are months from the start of assignment]

12th and subsequent years

Number of Months
2nd

3rd

10th

11th
4th

5th

6th
1st

7th

8th

9th
1 Subtotal (1)
Subtotal (2)
2
Subtotal (3)
3
Subtotal (4)
4

…..

.....

Page 39 of 119
 APPENDIX B-7 : ACTIVITY (WORKS) SCHEDULE

A. Activity Schedule

S.No. Item of Monthwise Program (in form of Bar Chart)

Activity [1st, 2nd, etc. are months from the start of assignment]
(works)

10th

11th

12th
7th

9th
2nd

8th
3rd

4th

5th

6th
1st

1
2
3
4
…
….

B. Completion and Submission of Reports

S.No. Reports
1 Monthly Reports (Design and Construction)

2 Quarterly Reports

3 Various others Reports as provided in the concession agreement such as completion

report

Page 40 of 119
SECTION 5: FORMAT FOR SUBMISSION OF FINANCIAL PROPOSAL.

AppendixC-1: Financial proposal submission form

AppendixC-2: Summary of costs
Appendix C-3 Breakdown of local currency costs
Appendix C-4 Breakdown of foreign currency cost.

Page 41 of 119
APPENDIX C-1 : FINANCIAL PROPOSAL SUBMISSION FORM

FROM: (Name of Firm) TO:

Managing Director,
MP Road Development Corp. Ltd.
45-A, Arera Hills, Bhopal

Subject:

We, the undersigned, offer to provide the consulting services for the
above in accordance with your Request for Proposal dated [Date], and
our proposal. Our attached financial proposal is for the sum of [Amount
in words and figures]. This amount is inclusive of the local taxes but
excluding GST which we have estimated at (Amount in Words and
Figures).

Our financial proposal shall be binding upon us subject to the

modifications resulting from contract negotiations, up to the expiration
of the validity period of the proposal, i.e., [Date].

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 namely “Prevention of Corruption
Act 1988”.

Commission and gratuities, if any, paid or to be paid by us to agents

relating to this proposal and contract execution, if we are awarded the
contract, are listed below:
Name and Address Amount and Purpose of Commission of Agents
Currency or Gratuity
............................... ........................... ……..…………………
............................... ........................... ……………………….
We understand you are not bound to accept any proposal you
receive. We remain,

Yours sincerely,
Managing Director/Head of the
firm/Authorised Representative of the
firm*
Name of the firm Address *Lead Member in case of JV

Note: - FINANCIAL PROPOSAL SUBMISSION FORM is to be

submitted with Envelope-C only in online tender portal.

Page 42 of 119
APPENDIX C-2: SUMMARY OF COSTS

No. Description Amount (LC*)

I Remuneration for Professional Staff and
sub-professional staff
II Out of Pocket Expenses
III Miscellaneous Expenses
Total costs (including all taxes except GST)

LC* : Local Currency

Note: Payment will be made as per stipulations of the Conditions of Contract.

Consultant should quote out of pocket expenses and miscellaneous expenses

Page 43 of 119
APPENDIX C-3 : BREAKDOWN OF LOCAL CURRENCY COSTS

I REMUNERATION FOR LOCAL PROFESSIONAL STAFF

S.No. Key Personnel Names O&M period Rate per Amount

of 36 month
Months

1 Team Leader cum 36

Contract Management
Expert (1No.)

2 Quantity Surveyor 36
(1No.)

3 Road Safety Expert cum 36

Traffic Planner(1No.)

4 Computer Integrated 36
System Expert (1No.)

5 Finance Expert (1No.) 18

6 Legal Expert (1No.) 18

Total (A) 180

B Sub-Professional
Staff
1 Resident Engineer cum *TBN 180
Contract Management
Expert (5 Nos.)

2 Asst. Highway Engineer *TBN 396

(11Nos.)

Total (B) 576

Grand Total (A+B) 756

* TBN = To Be Named
*The man-month against each key personnel/sub – professional shall be same as
specified in Enclosure A of TOR. No extra payment on account of travelling to
MPRDC office, Team Leader’s office etc. shall be paid.

Page 44 of 119
II. Out of Pocket Expenses (Rental/Hire) :-

Rental Consulting Total Rental

S.No. Particulars Charge Period Amount
per Month (months) (in Rs.)

1 Car rental two vehicle for each TL

2x36
office is provided

2 Car rental two vehicle for each RE

10x36
office is provided

3 Office Stationary, Printing charges 6x36

4 Communications (Tel./Fax/Postage
6x36
etc.)
Office accommodation with
5 furnishing (Rent, Electricity, water
Charges, Complete office furniture
of standard quality etc.)

For TL office (at Bhopal ) 1x36

For RE office (at Sagar, Indore,

5x36
Gwalior, Rewa, Jabalpur)

6 Computer Operator 6x36

7 Office Manager cum Accountant 6x36

8 Office Boy 6x36

Total

Page 45 of 119
III. Miscellaneous Costs (Rental/ Hire):-

Rental Period
Quantity Total
Unit in
Requirement Rental
S.No. Particulars Rate per month
during Amount
month
Operation (in Rs.)
(in Rs.)
Computer I-7 36
1 (including UPS)- all 8
complete (HP/Compaq)
2 Laser Printer – A4 size 6 36

3 Computer Software 8 36

Microsoft Office 2010 36

(Premium) or 8
Equivalent
MS Project 1 36

Auto CAD Software 1 36

Antivirus 8 36

4 Photocopier 6 36

5 Fax Machine 0 -

6 Binding Machine 6 36

7 Refrigerator NIL -

Telephone Connection 36
8 including installation
6
and including internet &
wifi.
9 Generating Set NIL -

Total

Page 46 of 119
 SECTION 6: TERMS OF REFERENCE FOR INDEPENDENT ENGINEER
1 Scope
Service of Independent Engineer completed roads under various schemes like BOT
(Toll), BOT(Toll +Annuity), BOT (Annuity) and OMT scheme for MPRDC
Division Bhopal, Narmadapuram, Sagar, Gwalior, Chambal, Rewa, Chhindwara,
Jabalpur, Indore, Dhar & Ujjain in the State of Madhya Pradesh, and a copy of
which is annexed hereto and marked as Annex-A to form part of this TOR.
1.2 This TOR shall apply for Scope of Development works for Completed BOT(Toll) ,
BOT(Annuity) roads and other roads under MPRDC Division Bhopal,
Narmadapuram, Sagar, Gwalior, Chambal, Rewa, Chhindwara, Jabalpur, Indore,
Dhar & Ujjain

2 Definitions and interpretation

2.1 The words and expressions beginning with or in capital letters used in this TOR and
not defined herein but defined in the Agreement shall have, unless repugnant to the
context, the meaning respectively assigned to them in the Agreement.

2.2 References to Articles, Clauses and Schedules in this TOR shall, except where the
context otherwise requires, be deemed to be references to the Articles, Clauses and
Schedules of the Agreement, and references to Paragraphs shall be deemed to be
references to Paragraphs of this TOR.

2.3 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the Agreement shall
apply, mutatis mutandis, to this TOR.

3 Role and functions of the Independent Engineer

3.1 The role and functions of the Independent Engineer shall include the following:

(i) review of the Drawings and Documents as set forth in Paragraph 4;

(ii) review, inspection and monitoring of Construction Works as set forth in

Paragraph 5;

(iii) conducting Tests on completion of construction and issuing Completion/

Provisional Certificate as set forth in Paragraph 5;

(iv) review, inspection and monitoring of O&M as set forth in Paragraph 6;

(v) review, inspection and monitoring of Divestment Requirements as set forth in

Paragraph 7;

(vi) determining, as required under the Agreement, the costs of any works or
services and/or their reasonableness;

(vii) determining, as required under the Agreement, the period or any extension
thereof, for performing any duty or obligation;

(viii) assisting the Parties in resolution of disputes as set forth in Paragraph 9; and

Page 47 of 119
(ix) undertaking all other duties and functions in accordance with the Agreement.

(x) Review the Physical and Financial progress of Maintenance and Operation
work separately. IE shall certify quality, quantity and expenditure incurred for
maintenance and operation work separately.

(xi) To calculate Debt Due annually for each project.

(xii) To calculate damages as per the Concession Agreement.

(xiii) To assist MPRDC for monitoring of Escrow Account.

(xiv) To ensure Computer Integrated System should be installed, operated and

maintained by the Concessionaire with round-the-clock connections to the
networks of MPRDC and other related entities for exchange of data and
information useful or necessary for efficient and transparent regulation and
management of traffic. For this purpose, IE shall ensure such protocol for
Electronic Data Interchange (the “EDI”) as MPRDC may specify.

(xv) To ensure complete transparency in Toll collection and deposition to Escrow

Account.

(xvi) Minimum compulsory detailed checking of measurements by the

Independent Engineer’s Team Personnel.

Team Leader cum Contract - 25%

Management Expert

Resident Engineer - 50%

Asst. Highway Engineer will - 100%

record and check

(Details of measurement taken and checked by the Consultant’s

personnel be notified in tour diaries of respective team members and
to be submitted along with IPC of the Consultant)

(xvii) Minimum compulsory Site by the Independent Engineer’s Team

Personnel.

Team Leader / Computer Integrated System Expert- One visit for works per
month per Project.

Resident Engineer– At least two visit per Project per month.

Assistant Highway Expert – At least four visit per work per month.

(The details of tour conducted /site visit be submitted in the log book of the
vehicles which are supported to be submitted monthly along with monthly IPC).

Page 48 of 119
 (xviii) Quality Assurance:

Tests invariably to be conducted personally by the Independent Engineer’s Team

minimum requirement of team as per MoRTH

Norms in proportion as per detailed below:

Team Leader - 25%
Resident Engineer - 50%
Asst. Highway Engineer - 50%

(xix) Safety Consultant:

Independent Engineer shall also act as safety Consultant and responsible for all
duties of Safety Consultant as mentioned in the Concession Agreement.

3.2 The Independent Engineer shall discharge its duties in a fair, impartial
and efficient manner, consistent with the highest standards of professional integrity
and Good Industry Practice.

4 Development period/O&M period/Maintenance Period

4.1 During the Development period/O&M period/Maintenance Period, the Independent

Engineer shall undertake a detailed review of the Drawings to be furnished by the
Concessionaire along with supporting data, including the geo-technical and
hydrological investigations, characteristics of materials from borrow areas and
quarry sites, topographical surveys and traffic surveys. The Independent Engineer
shall complete such review and send its comments/observations to the Authority
and the Concessionaire within 15 (fifteen) days of receipt of such Drawings. In
particular, such comments shall specify the conformity or otherwise of such
Drawings with the Scope of the Project and Specifications and Standards.

4.2 The Independent Engineer shall review any modified Drawings or supporting
Documents sent to it by the Concessionaire and furnish its comments within 7
(seven) days of receiving such Drawings or Documents.

4.3 The Independent Engineer shall review the Drawings sent to it by the Safety
Consultant in accordance with Schedule-L and furnish its comments thereon to the
Authority and the Concessionaire within 7 (seven) days of receiving such Drawings.
The Independent Engineer shall also review the Safety Report and furnish its
comments thereon to the Authority within 15 (fifteen) days of receiving such report.

4.4 The Independent Engineer shall review the detailed design, construction
methodology, quality assurance procedures and the procurement, engineering and
construction time schedule sent to it by the Concessionaire and furnish its
comments within 15 (fifteen) days of receipt thereof.

4.5 Upon reference by the Authority, the Independent Engineer shall review and
comment on the EPC Contract or any other contract for construction, operation and
maintenance of the Project Highway, and furnish its comments within 7 (seven)
days from receipt of such reference from the Authority.
Page 49 of 119
5 Construction Period

DELETED

6 Operation Period

6.1 In respect of the Drawings, Documents and Safety Report received by the
Independent Engineer for its review and comments during the Operation Period, the
provisions of Paragraph 4 shall apply, mutatis mutandis.

6.2 The Independent Engineer shall review the annual Maintenance Programme
furnished by the Concessionaire and send its comments thereon to the Authority and
the Concessionaire within 15 (fifteen) days of receipt of the Maintenance
Programme.

6.3 The Independent Engineer shall review the monthly status report furnished by the
Concessionaire and send its comments thereon to the Authority and the
Concessionaire within 7 (seven) days of receipt of such report.

6.4 The Independent Engineer shall inspect the Project Highway once every month,
preferably after receipt of the monthly status report from the Concessionaire, but
before the 20th (twentieth) day of each month in any case, and make out an O&M
Inspection Report setting forth an overview of the status, quality and safety of
O&M including its conformity with the Maintenance Requirements and Safety
Requirements. In a separate section of the O&M Inspection Report, the Independent
Engineer shall describe in reasonable detail the lapses, defects or deficiencies
observed by it in O&M of the Project Highway. The Independent Engineer shall
send a copy of its O&M Inspection Report to the Authority and the Concessionaire
within 7 (seven) days of the inspection.

6.5 The Independent Engineer may inspect the Project Highway more than once in a
month, if any lapses, defects or deficiencies require such inspections.

6.6 The Independent Engineer shall in its O&M Inspection Report specify the tests, if
any, that the Concessionaire shall carry out, or cause to be carried out, for the
purpose of determining that the Project Highway is in conformity with the
Maintenance Requirements. It shall monitor and review the results of such tests and
the remedial measures, if any, taken by the Concessionaire in this behalf.

6.7 In respect of any defect or deficiency referred to in Paragraph 3 of Schedule-K, the

Independent Engineer shall, in conformity with Good Industry Practice, specify the
permissible limit of deviation or deterioration with reference to the Specifications
and Standards and shall also specify the time limit for repair or rectification of any
deviation or deterioration beyond the permissible limit.

6.8 The Independent Engineer shall determine if any delay has occurred in completion
of repair or remedial works in accordance with the Agreement, and shall also
determine the Damages, if any, payable by the Concessionaire to the Authority for
such delay.

Page 50 of 119
6.9 The Independent Engineer shall examine the request of the Concessionaire for
closure of any lane(s) of the carriageway for undertaking maintenance/repair
thereof, keeping in view the need to minimise disruption in traffic and the time
required for completing such maintenance/repair in accordance with Good Industry
Practice. It shall grant permission with such modifications, as it may deem
necessary,
within 5 (five) days of receiving a request from the Concessionaire. Upon expiry of
the permitted period of closure, the Independent Engineer shall monitor the re-
opening of such lane(s), and in case of delay, determine the Damages payable by
the Concessionaire to the Authority under the Concession Agreement.

6.10 The Independent Engineer shall monitor and review the curing of defects and
deficiencies by the Concessionaire as set forth in Clause 19.4.

6.11 In the event that the Concessionaire notifies the Independent Engineer of any
modifications that it proposes to make to the Project Highway, the Independent
Engineer shall review the same and send its comments to the Authority and the
Concessionaire within 15 (fifteen) days of receiving the proposal.

6.12 The Independent Engineer shall undertake traffic sampling, as and when required
by the Authority, under and in accordance with Article 22 and Schedule-O.

6.13 Calculate damages as per the Concession Agreement.

6.14 To assist MPRDC for monitoring of Escrow Account.

6.15 To ensure Computer Integrated System should be installed, operated and maintained
by the Concessionaire with round-the-clock connections to the networks of MPRDC
and other related entities for exchange of data and information useful or necessary
for efficient and transparent regulation and management of traffic. For this purpose,
IE shall ensure such protocol for Electronic Data Interchange (the “EDI”) as
MPRDC may specify.

6.16 To ensure complete transparency in Toll collection and deposition to Escrow

Account.

7 Termination

7.1 At any time, not earlier than 90 (ninety) days prior to Termination but not later than
10 (ten) days prior to such Termination, the Independent Engineer shall, in the
presence of a representative of the Concessionaire, inspect the Project Highway for
determining compliance by the
Concessionaire with the Divestment Requirements set forth in Clause 38.1 and, if
required, cause tests to be carried out at the Concessionaire’s cost for determining
such compliance. If the Independent Engineer determines that the status of the
Project Highway is such that its repair and rectification would require a larger
amount than the sum set forth in Clause 39.2, it shall recommend retention of the
required amount in the Escrow Account and the period of retention thereof.

Page 51 of 119
7.2 The Independent Engineer shall inspect the Project Highway once in every 15
(fifteen) days during a period of 90 (ninety) days after Termination for determining
the liability of the Concessionaire under Article 39, in respect of the defects or
deficiencies specified therein. If any such defect or deficiency is found by the
Independent Engineer, it shall make a report in reasonable detail and send it
forthwith to the Authority and the Concessionaire.

8 Determination of costs and time

8.1 The Independent Engineer shall determine the costs, and/or their reasonableness,
that are required to be determined by it under the Agreement.
8.2 The Independent Engineer shall determine the period, or any extension thereof, that
is required to be determined by it under the Agreement.

9 Assistance in Dispute resolution

9.1 When called upon by either Party in the event of any Dispute, the Independent
Engineer shall mediate and assist the Parties in arriving at an amicable settlement.

9.2 In the event of any disagreement between the Parties regarding the meaning, scope
and nature of Good Industry Practice, as set forth in any provision of the
Agreement, the Independent Engineer shall specify such meaning, scope and nature
by issuing a reasoned written statement relying on good industry practice and
authentic literature.

10 Other duties and functions

The Independent Engineer shall perform all other duties and functions specified in the
Agreement.

11. Additional duties and conditions

1. Consultant will assist Divisional Manager to act as Independent Engineer for all
completed OMT/B.O. T (Toll+ Annuity) roads under concerned division.

2. Consultant will ensure compliance by the concessionaire as in scheduled ‘K’ and

other schedules of concession agreement for Operation and Maintenance set forth
for these roads.

3. Consultant will ensure compliance survey & test standards as per provision in
concerned schedules’ of concession agreement of completed roads, under PPP
mode.

4. Consultant will prepare inventory of Bridges and Culverts of all the roads under
this agreement at start of assignment and conduct Half Yearly Inspection of
Page 52 of 119
 Bridges and culverts of all the roads in prescribe format and ensure to get done
necessary repairs by concessionaire for B.O.T roads and it will prepare estimates
for roads completed under A.D.B/ Regular Contract scheme.

5. Consultant will ensure to carry out all important tests like Roughness Test by using
5th wheel Bump indicator and Benkelman Beam Deflection test as per provision of
concession agreement.

6. Consultant will ensure necessary assistance for Accident Response System in

coordination of Concessionaire and MPRDC officials.

7. Consultant will prepare estimates of annual repair, periodical renewal and provide
supervision consultancy services including taking & recording measurements,
preparing the bill of contractors and submit it to MPRDC.

8. Consultant will collect and provide necessary information of site & work and
ensure its detailed WCMS software & other available software in MPRDC.

9. Consultant will conduct traffic sampling & survey as per requirement of

concession agreement of feeding in completed roads and submit its verified details
in IRC formats with due comments.

10. Consultant will work as safety auditor as per requirements of concession

agreement, prepare detailed drawings, work plans to overcome black spots to make
road safe for traffic movement and ensure its compliance.

11. Any roads can be included during period of this agreement. No extra payment shall
made to the consultant, on account of such addition to No & length of road
networks but consultant shall be able to complete all its obligation to added roads
also.

12. Input can be increased/ decreased as per requirement and performance of key
personals / sub key personals, as and when required.

13. Rates of remuneration may be reduced on withheld during agreement period on

account of unsatisfactory performance by the consultant or its key personnel.

14. Consultants may be penalized @ Rs. 50,000/- per default on account of faulty
measurements, deficiency in services, etc. in addition to the recoveries for
compensation for rectification for such type of deficiencies.

Page 53 of 119
12 TOR regarding Safety consultancy

The Safety requirements aim at reduction in injuries, loss of life and damage to
property resulting from accidents on the Project Highway, irrespective of the
person(s) at fault.

(a) Users of the Project Highway include motorised and non-motorised vehicles as
well as pedestrians and animals involved in, or associated with accidents.
Vulnerable Road Users (VRU) include pedestrians as well as riders of motorised
two-wheelers, bicycles and other vehicles which do not provide adequate
occupant protection.

(b) Safety requirement apply to all phases of development, construction, operation

and maintenance with emphasis of identification of factors associated with
accidents, consideration of the same, and implementation of appropriate remedial
measures.

(c) Safety requirements include measures associated with traffic management and
regulation such as road signs, pavement marking, traffic control devices, roadside
furniture, highway design elements, enforcement and emergency response.

13. Safety Measures to be followed during development period/O&M

period/maintenance period/construction period

(a) The Safety Consultant shall collect data on all fatal crashes and other road
accidents which occurred on the Project Highway in the preceding two years by
obtaining copies of the relevant First Information Report (FIR) from the Police
Stations having jurisdiction. The information contained in such FIRs shall be
summarized in the form prescribed by IRC for this purpose and the data shall be
analyzed for the type of victims killed or injured, impacting vehicles, location of
accidents and other relevant factors.
(b) The Concessionaire shall provide to the Safety Consultant, in four copies, the
relevant drawings containing the design details that have a bearing on safety of
Users (The Safety Drawing). Such design details shall include horizontal and
vertical alignments; sightlines, layout of intersections; interchanges; road cross-
section; bridges and culverts; site drains; provision for parked vehicles, slow
moving vehicles (tractors, bullock carts, bicycles) and pedestrians; bus-bays;
truck lay-bys’ and other incidental or consequential information. The Safety
Consultant shall review the design details and forward three copies of the Safety
Drawings with its recommendations if any, to the Independent Engineer who
shall record its comments, if any, and forward one copy each to the MPRDC and
the Concessionaire.

Page 54 of 119
 (c) The accident data and the design details shall be complied, analyzed and used by
the Safety Consultant for evolving a package of recommendations consisting of
safety related measures for the Project Highway. The Safety audit shall be
completed in a period of three months and a report thereof (the Safety Report)
shall be submitted to MPRDC, in five copies. One copy each of the Safety
Report shall be forwarded by the MPRDC to Concessionaire and the Independent
Engineer forthwith.

(d) The Concessionaire shall endeavour to incorporate the recommendation of the

Safety Report in the design of the Project Highway, as may reasonably be
required in accordance with the Applicable Laws, Applicable Permits, Manuals
and Guidelines of MPRDC and IRC, Specifications and Standards, and Good
Industry Practice. If the Concessionaire does not agree with any or all of such
recommendations, it shall state the reasons thereof and convey them to MPRDC
forthwith. In the event of that any or all of the works and services recommended
in the Safety Report fall beyond the scope of work, the Concessionaire shall
make a report thereon and seek the instructions of the MPRDC for funding such
works in accordance with the provisions of the Agreement.

(e) Without prejudice to the provisions of Para 3.4, the Concessionaire and the
Independent Engineer shall, within 15 (fifteen) days of receiving the Safety
Report, send their respective comments thereon to the MPRDC, and not later
than 15 (fifteen) days of receiving such comments, the MPRDC shall review the
same along with the Safety Report and by notice direct the Concessionaire to
carry out any or all of the recommendations contained therein with such
modifications as the MPRDC may specify; provided that any work or services
required to be undertaken hereunder shall be governed by the provisions of the
Concession Agreement.

14. Safety measures to be following during development period/O&M

period/maintenance period/construction period.

14.1 The Safety Consultant shall collect and analyze the accident data for the
preceding two years in the manner specified. It shall study the Safety Report for the
Development period/O&M period/Maintenance Period/construction period and
inspect the Project Highway to assess the

adequacy of safety measures. The safety Consultant shall complete the safety audit
within a period of 4 (four) months and submit a Safety Report recommending a
package of additional road safety measures, if any, that are considered essential for
reducing accident hazards on the Project Highway. Such recommendations shall be
processed, mutantis - mutandis, and acted upon in the manner set forth in the above
paras.

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14.2 The Concessionaire shall make adequate arrangements during the Construction Period
for the safety of workers and road users in accordance with the guidelines of IRC
for safety in construction zones, and notify the MPRDC and the Independent
Engineer about such arrangements and the same will be reviewed by the Safety
Consultants one every month.

15. Safety measures during Operation Period.

15.1 The proposed Safety Consultant assignment is be extended to operation

period. However, the Safety Consultant will be required to prepare a Safety manual
and guidelines to be adopted and followed during operation period.

16 Miscellaneous

16.1 The Independent Engineer shall notify its programme of inspection to the
Authority and to the Concessionaire, who may, in their discretion, depute their
respective representatives to be present during the inspection.

16.2 A copy of all communications, comments, instructions, Drawings or

Documents sent by the Independent Engineer to the Concessionaire pursuant to this
TOR, and a copy of all the test results with comments of the Independent Engineer
thereon shall be furnished by the Independent Engineer to the Authority forthwith.

16.3 The Independent Engineer shall obtain, and the Concessionaire shall furnish
in two copies thereof, all communications and reports required to be to submitted,
under this Agreement, by the Concessionaire to the Independent Engineer,
whereupon the Independent Engineer shall send one of the copies to the Authority
along with its comments thereon.

16.4 The Independent Engineer shall retain at least one copy each of all
Drawings and Documents received by it, including ‘as-built’ Drawings, and keep
them in its safe custody.

16.5 Upon completion of its assignment hereunder, the Independent Engineer

shall duly classify and list all Drawings, Documents, results of tests and other
relevant records, and hand them over to the Authority or such other person as the
Authority may specify, and obtain written receipt thereof. Two copies of the said
documents shall also be furnished in micro film form or in such other medium as
may be acceptable to the Authority.
Additional duties -
1. Any OMT/BOT(Toll +Annuity) road can be included in the assignment for
which proportionate payment shall be made to IE.
2. Consultant required to submit monthly report on black spots and their detailed
remedial measures to rectify these black spots for accident prone locations on the
roads assigned to IE.
3. Traffic sampling & detailed analysis (twice a year) required to be done as per
provision of concession agreement.
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 4. Supervising roughness test and renewal required for mandatory periodic/
roughness based.
5. Fulfilment of all contractual obligations as per provision of concession agreement
BOT(Toll) & BOT (Annuity) agreement.
6. Miscellaneous works assigned by MPRDC regarding completed BOT roads
under this agreement.
7. Monthly report for maintenance of each road to be submitted to Head Office of
MPRDC in open season and weekly report during rainy season invariably.

17. PERFORMANCE CLAUSE

Independent Engineers shall be expected to fully comply with all the provisions of
the `Terms of Reference’, and shall be fully responsible for supervising the Designs,
Construction and maintenance and operation of the facility takes place in
accordance with the provisions of the Concession Agreement and other schedules.
Any failure of the Independent Engineer in notifying to MPRDC and the
Concessionaire on non-compliance of the provisions of the Concession Agreement
and other schedules by the Concessionaire, non-adherence to the provision of ToR
and non-adherence to the time schedule prescribed under ToR shall amount to non-
performance.

The Independent Engineer shall appoint its authorized representative, who shall
issue on behalf of the IE, the Provisional Completion Certification and Completion
Certificate along with the Team Leader and shall carry out any such task as may be
decided by MPRDC. The IE shall take prior approval of MPRDC before issuing
Provisional Completion Certification and Completion Certificate. The proposal
submitted shall also include the name of the authorized representative along with
the authorization letter and power of attorney.

18. CONSULTANT’S PROPOSAL

18.1 List of key personnel to be fielded by the Consultants shall be as below:
Team Leader cum Contract Management Expert
Quantity Surveyor
Road Safety Expert cum Traffic Planner
Computer Integrated System Expert
Finance Expert
Legal Expert

18.2 Broad job-description and minimum qualification for key personnel

mentioned above is enclosed as Enclosure–B. However, higher marks shall be
accorded to the Candidate with higher relevant qualification and experience. The

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 Consultant should feel free to submit their proposal on the basis of the man-months
given in the document. All the CV’s of the personals mentioned in Para 5.3 (iii) of
Data Sheet shall be evaluated at the time of evaluation of technical proposal. The
age of the Key Personnel should not be more than 65 years on the date of
submission of proposal and he/she can continue the service up to 68 years,
subject to production of Medical Fitness Certificate. Consultants are advised in
their own interest to frame the technical proposal in an objective manner as far as
possible so that these could be properly assessed in respect of points to be given as
part of evaluation criteria. The bio-data of the key personnel should be signed on
every sheet by the personnel concerned and the last sheet of each bio-data should
also be signed by the authorised signatory for the Consultant. The key personnel
shall also certify at the end of their bio data proforma that they have not left any of
the MPRDC works without completing of their assignment and have not accepted
any other offer at the time of signing of the bio data and as such shall be available to
work with the Independent Consultant, if the Project is awarded. In case the key
personnel leaves the assignment without approval of MPRDC, MPRDC would be at
liberty to take any appropriate action against that key personnel including
debarment.

18.3 In addition to above, consultants are required to propose other key personnel, sub-
professional staff and other field engineers as detailed in Enclosure-A and the
minimum qualification requirements for the same is enclosed in Enclosure–B.

19. PERIOD OF SERVICES

19.1 The services of an Independent Engineer will be in phases as per Contract /

Concession Agreement.

19.1.1 The appointment of the Independent Engineer shall initially be as per details
given below.

Period of services (in Construction Development O&M

months) period (in period (in months)
months)
36 - 36

The proposed manpower deployment for this period shall be matching the
activities to be performed during the said period. The time frame for services
during the deployment of key personnel during this period shall be as shown in
Enclosure A.

20. PERFORMANCE SECURITY

The successful consulting firm shall have to submit a Bank Guarantee (BG) for an
amount of 5.0% of the Contract Value within 15 days of issue of LOA. The BG

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shall be valid for a period of 39 months i.e. up to 3 months beyond the expiry of
the Contract of 36 months. The BG shall be in the format specified in Appendix I
of draft contract form and furnished from a Nationalised Bank, IDBI or
ICICI/ICICI Bank/Foreign Bank/EXIM Bank / Any Scheduled Commercial Bank
approved by RBI having a net worth of not less than 500 crore as per latest Annual
Report of the Bank. In the case of a Foreign Bank (issued by a Branch in India) the
net worth in respect of Indian operations shall only be taken into account. In case
of Foreign Bank, the BG issued by Foreign Bank should be counter guaranteed by
any Nationalised Bank in India. In case of JV, the BG shall be furnished on behalf
of the JV and not individually by the members.

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 Enclosure-A
MAN -MONTHS INPUT FOR KEY PROFESSIONAL STAFF INDEPENDENT
ENGINEERS

S.No. Key Personnel O&M period of 36

Months

1 Team Leader cum Contract Management 36

Expert

2 Quantity Surveyor 36

3 Road Safety Expert cum Traffic Planner 36

4 Computer Integrated System Expert 36

5 Finance Expert 18

6 Legal Expert 18

Total (A) 180

B Sub-Professional Staff
1 Resident Engineer cum Contract 180
Management Expert

2 Asst. Highway Engineer 396

Total (B) 576

Grand Total (A+B) 756

Note: (1) The qualification and experience of sub-professional staff would not be
accounted in the evaluation. However, Consultant shall have to get their CVs
approved from MPRDC before mobilization. The other inputs like support staff
shall also be provided by the Consultant of an acceptable type commensuration with
the roles and responsibilities of each position.

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 Enclosure B
QUALIFICATION OF KEY PERSONNEL

1. TEAM LEADER CUM CONTRACT MANAGEMENT EXPERT

This is the senior most position and the expert engaged as the team leader shall
be responsible for reviewing the entire Project preparation and implementation
activities of the Concessionaire. He shall check all the Designs being prepared
by the Concessionaire, ensure execution of works on site as per specification
and standards, and continuously interact with the MPRDC and the
Concessionaire. He shall undertake Project site visits and shall guide,
supervise, coordinate and monitor the work of other experts in his team as well
as those of the Concessionaire. The candidate is required to be a Senior
Highway Engineer, who should have a proven record of supervising,
organising and managing of construction of highway projects and also of
Project preparation of large magnitudes projects, as defined below, financed by
international lending agencies and others. Knowledge of Project management
shall be an added advantage.

He should have the following qualification / experience.

(1) Essential Qualifications.

(a) Graduate in Civil Engineering from recognized university.

(b) Total Professional Experience of 15 years.
(c) At least 10 years' experience in Highway Development Project including 2
years' experience as Bridge Expert.
(d) He should have handled as Team Leader/Project Manager or similar capacity of at
least two projects in Construction Supervision / IE / IC / AE / O&M involving
2/4/6 laning NH/SH/MDR Highway project of minimum 50 km. length OR Project
costing more than Rs.2000 million.
(e) He should have handled as Team Leader or similar capacity of at least two Projects
of Project Preparation of DPR of NH/SH/MDR highway Project of 2/4/6 laning
minimum 50 km. length or Project costing more than Rs. 2000 million.
(f) Experience in Operation and Maintenance of Major Highway Projects.

(2) Preferential Qualifications.

(a) Post Graduate Degree in Highway Engineering.

(b) Highway Development Projects taken up under PPP.
(c) Degree/Diploma/Certificate in Project Management
Only those projects will be considered for evaluation at Sl. No. 1(d), 1(e) &
1(f) above, where the input of the personnel is one year, 6 months and 6
months respectively.

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Note: (1) Similar Capacity includes the following positions

i) On behalf of Consultant : Team Leader/Resident Engineer

ii) On behalf of Contractor: Project Manager
(Construction/Construction Supervision
iii) Government Organisation Superintending Engineer (or equivalent) and
above
Age Limit 65 years on the date of submission of proposal.

2. ROAD SAFETY EXPERT –CUM-TRAFFIC PLANNER

i) Educational Qualification

Essential Graduate in Civil Engineering preferably Post Graduate in Civil

Engineer with Specialization in Road Safety and/or Traffic Planning.

ii) Essential Experience

a) Total Min. 15 years Professional Experience

b) Experience:- Min. 5 years in Road Safety and related design of Highways Project. Should
have prepared Safety Manuals for Highway Project.

or

Minimum 10 years in Traffic Planning, Project Preparation and execution with

special reference to Safety aspects of Highway.

Age Limit 65 years on the date of submission of proposal.

3. QUANTITY SURVEYOR

Should be a senior level graduate in Civil Engineer having experience

of 15 years in highway sector or in works of similar nature. He should have
worked for 8 years in preparation of cost estimates and administration of
scheduling of construction activities.
Age Limit 65 years on the date of submission of proposal.

4. COMPUTER INTERGRATED SYSTEM EXPERT

(1) Essential Qualifications.

a) Graduate in Computer Science/Computer Application from a recognized University.
b) Professional Experience of 10 years in Computer Software and networks.
c) 2 years out of total 10 years experience in similar capacity of Highway Projects.
(2) Preferential Qualifications.
a) Post Graduate Degree in Computer Science/Computer Application.
b) Experience of Computer Software and Networks in other countries.

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5. FINANCE EXPERT
(1) Essential Qualifications.
a) Graduate in Finance Stream from a recognized University.
b) Professional Experience of 15 years in Finance and Accounts.
c) 2 years out of total 15 years experience in similar capacity of Highway Projects.
(2) Preferential Qualifications.
a) Post Graduate Degree in Finance Stream.
b) Chartered Accountant.
Age Limit 65 years on the date of submission of proposal.

6. LEGAL EXPERT
(1) Essential Qualifications.
a) Graduate with First Division in Law (LLB) from a recognized University.
b) Professional Experience of 10 years in Court Cases and Arbitration Case.
(2) Preferential Qualifications.
a) Post Graduate Degree in Law.
Age Limit 65 years on the date of submission of proposal.

SUB PROFESSIONAL

RESIDENT ENGINEER

(1) Essential Qualifications.

(a) Graduate in Civil Engineering from recognized university.

(b) Total Professional Experience of 10 years.
(c) At least 5 years experience in Highway Development Project.
(d) He should have handled at least two projects in Construction Supervision / IC
involving 2 laning or more Highway/Expressway of minimum 50km length
OR 2 laning or more Highway Projects costing more than Rs.2000 million
(e) Experience in Operation and Maintenance of Major Highway Projects.

Age Limit 60 years on the date of submission of proposal.

(2) ASSISTANT HIGHWAY ENGINEER

The Candidate should be Graduate with First Division in Civil Engineering
with 5 years experience. He should have handled at least 2 road project of
length minimum 50 km and 1 Major Bridge.

Age Limit 45 years on the date of submission of proposal.

NOTE: -
CVs of Key personals shall be valid of Infracon portal only and applicants
shall submit Key personnel name, his infracon id and other details required for
downloading CVs from portal. CV downloaded from infracon portal shall only
be considered for evaluation.

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 SECTION 7: DRAFT FORM OF CONTRACT
Note: This draft Agreement is a generic document and shall be modified based
on particulars of the DBFOT/OMT Project.

Page 64 of 119
CONTRACT FOR CONSULTANT’S SERVICES

Between

(Name of Client)

And

(Name of Consultant)

Dated:

Page 65 of 119
 CONTENTS Page No.
I. FORM OF CONTRACT ……………………………………..

GENERAL CONDITIONS OF CONTRACT ……………….

1. General Provisions ……………………………………….

1.1 Definitions
1.2 Relation between the Parties
1.3 Law Governing the Contract
1.4 Language
1.5 Headings
1.6 Notices
1.7 Location
1.8 Authority of Member in charge
1.9 Authorized Representatives
1.10 Taxes and Duties
2. Commencement, Completion, Modification, and Termination of
Contract…………………………………………………..
2.1 Effectiveness of Contract ………………………………….
2.2 Termination of Contract for Failure to Become Effective
2.3 Commencement of Services
2.4 Expiration of Contract
2.5 Entire Agreement
2.6 Modification
2.7 Force Majeure
2.7.1 Definition …………………………………………..
2.7.2 No Breach of Contract ……………………………..
2.7.3 Measures to be taken
2.7.4 Extension of Time
2.7.5 Payments
2.7.6 Consultation
2.8 Suspension …………………………………………………
2.9 Termination ………………………………………..
2.9.1 By the Client ………………………………
2.9.2 By the Consultants ………………………..
2.9.3 Cessation of Rights and Obligations ………
2.9.4 Cessation of Services ………………………
2.9.5 Payment upon Termination ………………..
2.9.6 Disputes about Events of Termination …….
3. Obligations of the Consultants ……………………
3.1 General
3.1.1 Standard of Performance …………..
3.1.2 Law Governing Services …………..
3.2 Conflict of Interests ……………………….
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3.2.1 Consultants not to Benefit from Commissions, Discounts, etc. ……..
3.2.2 Procurement Rules of Funding Agencies
3.2.3 Consultants and Affiliates Not to Engage in certain Activities
3.2.4 Prohibition of Conflicting Activities …
3.3 Confidentiality ………………………………..
3.4 Liability of the Consultants …………………..
3.5 Insurance to be Taken out by the Consultants …
3.6 Accounting, Inspection and Auditing ………….
3.7 Consultant’s Actions requiring Client’s prior Approval
3.8 Reporting Obligations …………………………..
3.9 Documents prepared by the Consultants ………. To Be the Property of
the Client ………………..
3.10 Equipment and Materials Furnished by the Client

4. Consultants’ Personnel and Sub-consultants ……………………..

4.1 General …………………………………………………

4.2 Description of Personnel …………………………
4.3 Approval of Personnel ……………………………
4.4 Working Hours, Overtime, Leave etc.
4.5 Removal and /or Replacement of Personnel ……………
4.6 Resident Project Manager ………………………….

5. Obligations of the Client ………………………………….

5.1 Assistance and Exemptions …………….

5.2 Access to Land ………………………….
5.3 Change in the Applicable Law ………….
5.4 Services, Facilities and Property of the Client
5.5 Payment …………………………………
5.6 Counterpart Personnel ………………….

6. Payments to the Consultants ……………………………..

6.1 Cost Estimates, Ceiling Amount ……………….

6.2 Remuneration and Reimbursable Expenditures…
6.3 Currency of Payment …………………………..
6.4 Mode of Billing and Payment ………………….

7. Fairness and Good Faith …………………………………………

7.1 Good Faith …………………………………….

7.2 Operation of the Contract ……………………..

8..1 Amicable Settlement …………………………. .

8.2 Dispute Settlement …………………………….

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 III SPECIAL CONDITIONS OF CONTRACT

……………………

IV APPENDICES Page No.

Appendix A : Description of the Services ……………..

Appendix B : Reporting Requirements …………………

Appendix C : Key Personnel and Sub-consultants …….

Appendix D : Medical Certificate ……………………….

Appendix E : Hours of Work for Key Personnel ……….

Appendix F : Duties of the Client ………………………

Appendix G : Cost Estimates in Foreign Currency ……..

Appendix H : Cost Estimates in Local Currency ………..

Appendix I : Form of Performance Bank Guarantee

Appendix J : Form of Bank Guarantee for Advance Payments

Appendix K : Letter of invitation

Appendix L : Letter of Award

Appendix M : Minutes of pre-bid meeting

Appendix N : Memorandum of Understanding

Appendix O : Undertaking

ANNEXURES..……………………………………………………..

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 1. FORM OF CONTRACT

COMPLEX TIME BASED ASSIGNMENTS

This CONTRACT (hereinafter called the “Contract”) is made the day of the
…………………of ………………….. 2020 between on the one hand Madhya
Pradesh Road Development Corporation Ltd. (hereinafter called the Client) and
on the other hand ………………………………………… (hereinafter called the
Consultants).

[Note* : If the Consultants consist of more than one entity, the above should be
partially amended to read as follows: “…(hereinafter called the “Client”) and,
on the other hand, a joint venture consisting of the following entities, each of
which will be jointly severally liable to the Client for all the Consultants’
obligations under this Contract, namely, and (hereinafter called
“Consultants”)]

WHEREAS

(a) the Client has requested the Consultants to provide certain consulting
services as defined in the General Conditions of Contract attached to this
Contract (hereinafter called the “Services”);

(b) the Consultants, having represented to the Client that they have the
required processional skills, and personnel and technical resources, have agreed
to provide the Services on the terms and conditions set forth in this Contract;

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents attached hereto shall be deemed to form an

integral part of this Contract:

(a) The General Conditions of Contract (hereinafter called “GC”)’

(b) The Special Conditions of Contract (hereinafter called “SC”);
(c) The following Appendices: [Note: If any of these Appendices are not
used, the words “Not Used” should be inserted below next to the title of
the Appendix on the sheet attached hereto carrying the title of that Appendix].

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 Appendix A : Description of the Services ……………..
Appendix B : Reporting Requirements …………………
Appendix C : Key Personnel and Sub-consultants …….
Appendix D : Medical Certificate ……………………….
Appendix E : Hours of Work for Key Personnel ……….
Appendix F : Duties of the Client ………………………
Appendix G : Cost Estimates in Foreign Currency ……..
Appendix H : Cost Estimates in Local Currency ………..
Appendix I : Form of Performance Bank Guarantee
Appendix J : Form of Bank Guarantee for Advance
Payments Appendix K : Letter of invitation
Appendix L : Letter of Award

Appendix-M : Minutes of pre-Bid Meeting

Appendix-N : Memorandum of Understanding (in case of JV)

Appendix-O : Undertaking (if Applicable)
2. The mutual rights and obligations of the Client and the Consultants
shall be as set forth in the Contract; in particular

(a) The Consultants shall carry out the Services in accordance with the
provisions of the Contract; and
(b) The Client shall make payments to the Consultants in accordance with
the Provisions of the Contract.

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

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

By FOR AND ON BEHALF OF

[NAME OF THE CLIENT]

(Authorized Representative)
By FOR AND ON BEHALF OF
[NAME OF THE CONSULTANTS]
(Authorized Representative)
[Note: If the Consultants consist of more than one entity, all of these entities
should appear as signatures, e.g. in the following manner]
FOR AND ON BEHALF OF EACH
OF THE MEMBERS OF THE
CONSULTANTS
[Name of the Member]
By
Page 70 of 119
 (Authorized Representative)
GENERAL CONDITIONS OF CONTRACT

1. General Provisions

Unless the context otherwise requires, the following terms whenever used in
this Contract have the following meanings:
1.1 Definitions
(a) “Applicable Law” means the laws and any other instruments having the
force of law in the Government’s country [or in such other country as may be
specified in the Special Conditions of Contract (SC)], as they may be issued
and in force from time to time.
(b) “Contract means the Contract signed by the Parties, to which these
General Conditions of Contract are attached, together with all the documents
listed in Clause 1 of such signed Contract;
(c) “Effective Date’ means the date on which this Contract comes into force
and effect pursuant to Clause GC 2.1;
(d) ‘foreign currency’ means any currency other than the currency of the
Government;
(e) ‘GC means these General Conditions of Contract;

(f) “Government” means the Government of Client’s Country;

(g) ‘Local currency’ means the Indian Rupees;

(h) “Consultant” wherever mentioned in this Contract Agreement means the

“Independent Consultant (IE)” and includes and sub-consultants or Associates
engaged by the primary consultant.
(i) “Member”, in case the Consultants consist of a joint venture of more
than one entity, means any of these entities, and “Members” means all of these
entities;
(j) “Party’ means the Client or the Consultants, as the case may be, and
Parties means both of them;
(k) “Personnel” means persons hired by the Consultants or by any Sub-
Consultants and or Associates as Employees and assigned to the performance
of the Services or any part thereof; “Foreign Personnel” means such persons
who at the time of being so hired had their domicile outside the Government’s
Country, “Local Personnel” means such persons who at the time of being so
hired had their domicile inside the
Government’s Country; and ‘key personnel’ means the personnel referred to in
Clause GC 4.2 (a).

(l) "SC" means the Special Conditions of Contract by which these General
Conditions of Contract may be amended or supplemented;
72
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(m) "Services" means the work to be performed by the Consultants
pursuant to his contract, as described in Appendix A hereto. The scope of
work will be strictly as given in various Clauses in TOR. The approach and
methodology to be adopted by the Consultant for carrying out the assignment
as Independent Engineer may be modified depending on the site requirements
and work programme of the Concessionaire after mutual discussions with
MPRDC, the Concessionaire and the Independent Engineer. The work plan as
indicated by the Consultant may be modified accordingly to the site
requirements.

(n) "Sub-consultant and or Associates " means any entity to which the
Consultants subcontract any part of the Services in accordance with the
provisions of Clause GC 3.7; and
(o) "Third Party" means any person or entity other than the Government, the
Client, the Consultants or a Sub-consultant.

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 Contract

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

1.4 Language

This Contract has been executed in the language specified in the SC, 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.

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1.6 Notices
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 mail, telegram or facsimile to such Party
at the address specified in the SC.
1.6.2 Notice will be deemed to be effective as specified in the SC.
1.6.3 A Party may change its address for notice hereunder by giving the other
Party notice of such change pursuant to the provisions listed in the SC with
respect to Clause GC 1.6.2.

1.7 Location

The Services shall be performed at such locations as are specified in

Appendix A hereto and, where the location of a particular task is not so
specified, at such locations. whether in Government's Country or elsewhere,
as the Client may approve.

1.8 Authority of Member in Charge

In case the Consultants consist of a joint venture of more than one entity, the
Members hereby authorize the entity specified in the SC to act on their behalf
in exercising all the Consultants' rights and obligations towards the Client
under this Contract, including without limitation the receiving of instructions
and payments from the Client.
1.9 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 specified in the SC.

1.10 Taxes and Duties

Unless otherwise specified in the SC, the Consultants, Sub-consultants and

Personnel shall pay such taxes, duties, fees and other impositions as may be
levied under the Applicable Law. MPRDC shall reimburse only GST on
production of project specific proof of payment of GST.

2. Commencement, Completion, Modification and Termination of

Contract

2.1 Effectiveness of Contract

This Contract shall come into force and effect on the date (the "Effective
Date") of the Client's notice to the Consultants instructing the Consultants to
begin carrying out the Services. This notice shall confirm that the
effectiveness conditions, if any, listed in the SC have been met.

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2.2 Termination of Contract for Failure to Become Effective

If this Contract has not become effective within such time period after the
date of the Contract signed by the Parties as shall be specified in the SC,
either Party may, by not less than four (4) weeks' written notice to the other
Party, declare this Contract 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.

2.3 Commencement of Services

The Consultants shall begin carrying out the Services at the end of such time
period after the Effective Date as shall be specified in the SC.

2.4 Expiration of Contract

Unless terminated earlier pursuant to Clause GC 2.9 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 shall be
specified in the SC.
2.5 Entire Agreement
This Contract 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.
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 as the case may be, has been obtained. Pursuant
to Clause GC 7.2 hereof, 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.

(b) Force Majeure shall not include (i) any event which is caused by the
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 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.

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 Measure s 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.

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 2.7.4 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.

2.7.5 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 be reimbursed for
additional costs reasonably and necessarily incurred by them during such
period for the purposes of the Services and in reactivating the Services after the
end of such period.

2.7.6 Consultation

Not later than thirty (30) 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 thirty
(30) days after receipt by the Consultants of such notice of suspension.
2.9 Termination

2.9.1 By the Client

The Client may, by not less than thirty (30) days' written notice of termination
to the Consultants (except in the event listed in paragraph (f) below, for which
there shall be a written notice of not less than sixty (60 days), such notice to be
given after the occurrence of any of the events specified in paragraphs (a)
through (h) of this Clause GC 2.9.1, terminate this Contract.

(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
GC 2.8 hereinabove, within thirty (30) days of receipt of such notice of
suspension or within such further period as the Client may have subsequently
approved in writing;

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(b) if the Consultants become (or, if the Consultants consist of more than
one entity, if any of their Members becomes) 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) if the Consultants fail to comply with any final decision reached as a
result of arbitration proceedings pursuant to Clause GC 8 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 sixty (60) days;
or

(f) if the Client, in its sole discretion and for any reason whatsoever,
decides to terminate this Contract.

(g) if the consultant, in the judgment of the Client has engaged in corrupt or
fraudulent practices in competing for or in executing the Contract. For the
purpose of this clause:

"corrupt practice" means the offering, giving, receiving or soliciting of

anything of value to influence the action of a public official in the selection
process or in contract execution.

"fraudulent practice" means a misrepresentation of facts in order to influence a

selection process or the execution of a contract to the detriment of the
Borrower, and includes collusive practice among consultants (prior to or after
submission of proposals) designed to establish prices at artificial non-
competitive levels and to deprive the Borrower of the benefits of free and open
competition.

(h) if Concessionaire represents to MPRDC that the Consultant is not discharging

his duties in a fair, efficient and diligent manner and if the dispute remains
unresolved, MPRDC may terminate this 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 GC 2.9.2, terminate this
Contract:
(a) if the Client fails to pay any money due to the Consultants pursuant to
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 this Contract and not subject to dispute pursuant to Clause 8 hereof within
forty-five (45) 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 forty-five (45) 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 sixty
(60) days; or
(d) if the Client fails to comply with any final decision reached as a result
of arbitration pursuant to Clause GC 8 hereof.

2.9.3. Cessation of Rights and Obligations

Upon termination of this Contract pursuant to Clauses GC 2.2 or GC 2.9
hereof, or upon expiration of this Contract pursuant to Clause GC 2.4 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 GC 3.3 hereof;

(iii) the Consultants' obligation to permit inspection, copying and auditing

of their accounts and records set forth in Clause GC 3.6 (ii) hereof; and (iv) any
right which a Party may have under the Applicable Law

2.9.4 Cessation of Services

Upon termination of this Contract by notice of either Party to the other

pursuant to Clauses GC 2.9.1 or GC 2.9.2 hereof, the Consultants 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 Consultants and equipment and
materials furnished by the Client, the Consultants
shall proceed as provided, respectively, by Clauses GC 3.9 or GC 3.10 hereof.

2.9.5 Payment upon Termination

Upon termination of this Contract pursuant to Clauses GC 2.9.1 or GC 2.9.2

hereof, the Client shall make the following payments to the Consultants (after
offsetting against these payments any amount that may be due from the
Consultant to the Client}:

(a) remuneration pursuant to Clause GC 6 hereof for Services satisfactorily

performed prior to the effective date of termination;
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(b) reimbursable expenditures pursuant to Clause GC 6 hereof for
expenditures actually incurred prior to the effective date of termination; and

(c) except in the case of termination pursuant to paragraphs (a) through (d)
of Clause GC 2.9.1 hereof, reimbursement of any reasonable cost incident to
the prompt and orderly termination of the Contract including the cost of the
return travel of the Consultants' personnel and their eligible dependents.

2.9.6. Disputes about Events of Termination

If either Party disputes whether an event specified in paragraphs (a) through (e)
of Clause GC 2.9.1 or in Clause GC 2.9.2 hereof has occurred, such Party may,
within forty-five (45) days after receipt of notice of termination from the other
Party, refer the matter to arbitration pursuant to Clause GC 8 hereof, and this
Contract shall not be terminated on account of such event except in accordance
with the terms of any resulting arbitral award.

3. Obligation of the Consultants

3.1 General

3.1.1. Standard of Performance

The Consultants shall perform the Services and carry out their obligations
hereunder with all due diligence, efficiency and economy, in accordance with
generally accepted professional techniques and practices, and shall observe
sound management practices, and employ appropriate advanced technology
and safe and effective equipment, machinery, materials and methods" 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 legitimate 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 and
or Associates, as well as the Personnel of the Consultants and any Sub-
consultants and or Associates, comply with the Applicable Law. The Client
shall advise the Consultants in writing of relevant local customs and the
Consultants shall, after such notifications, respect such customs.

3.2 Conflict of Interests

3.2.1 Consultants Not to Benefit from Commissions, Discounts, etc.

The Remuneration of the Consultants pursuant to Clause GC 6 hereof shall

constitute the Consultants' sole remuneration in connection with this Contract
or the Services and, subject to Clause GC 3.2.2 hereof, the Consultants shall
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 not accept for their own benefit any trade commission, discount or similar
payment in connection with activities pursuant to this Contract or to the
Services or in the discharge of their obligations hereunder, and the Consultants
shall use their best efforts to ensure that any Sub-consultants and or Associates,
as well as the Personnel and agents of either of them, similarly shall not receive
any such additional remuneration.
3.2.2 If the Consultants, as part of the Services, have the responsibility of
advising the Client on the procurement of goods, works or services, the
Consultants shall comply with any applicable procurement guidelines of the
Client (MPRDC)and or Associates Bank or of the Association, as the case may
be, and other funding agencies and shall at all times exercise such
responsibility in the best interest of the Client. Any discounts or commissions
obtained by the Consultants in the exercise of such procurement responsibility
shall be for the account of the Client.
3.2.3 Consultants and Affiliates Not to engage in Certain Activities
The Consultants agree that, during the term of this Contract and after its
termination, the Consultants and any entity affiliated with the Consultants, as
well as any Sub-consultant and or Associates and any entity affiliated with
such Sub-consultant and or Associates, shall be disqualified from providing
goods, works or services (other than the Services and any continuation thereof)
for any project resulting from or closely related to the Services. .

3.2.4 Prohibition of Conflicting Activities

The Consultants shall not engage, and shall cause their Personnel as well as
their Sub-consultants and or Associates and their Personnel not to engage,
either directly or indirectly, in any of the following activities:

(a) during the term of this Contract, any business or professional activities
in the Government's country which would conflict with the activities assigned
to them under this Contract; and

(b) after the termination of this Contract, such other activities as may be
specified in the SC.

3.3 Confidentiality

The Consultants, their Sub-consultants and the Personnel of either of them

shall not, either during the term or within two (2) years after the expiration of
this Contract, disclose any proprietary or confidential information relating to
the Project, the Services, this Contract or the Client's business or operations
without the prior written consent of the Client.

3.4 Liability of the Consultants

Subject to additional provisions, if any, set forth in the SC, the

Consultants’ liability under this Contract shall be as provided by the
Applicable Law.

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3.5 Insurance to be Taken Out by the Consultants

The Consultants (i) shall take out and maintain, and shall cause any Sub-
consultants to take out and maintain, at their ( or the Sub-consultants', as the
case may be) own cost but on terms and conditions approved by the Client,
insurance against the risks, and for the coverages, as shall be specified in the
SC, and (ii) at the Client's request, shall provide evidence to the Client showing
that such insurance has been taken out and maintained and that the current
premiums therefore have been paid.

3.6 Accounting, Inspection and Auditing

The Consultants (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 charges and cost, and the bases thereof (including such bases as
may be specifically referred to in the SC); (ii) shall permit the Client or its
designated representative periodically, and up to one year from the 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 Client; and (iii) shall
permit the client to inspect the Consultant's accounts and records relating to the
performance of the Consultant and to have them audited by auditors appointed
by the client.
3.7 Consultants' Actions Requiring Client's Prior Approval
The Consultants shall obtain the Client's prior approval in writing before taking
any of the following actions:

(a) appointing such members of the Personnel as are listed in Appendix C

("Consultants' Sub-consultants' Key Personnel") merely by title but not by
name;
(b) entering into a subcontract for the performance of any part of the
Services, it being understood (i) that the selection of the Sub-consultant and the
terms and conditions of the subcontract shall have been approved in writing by
the Client prior to the execution of the subcontract, and (ii) that the Consultants
shall remain fully liable for the performance of the Services by the Sub-
consultant and its Personnel pursuant to this Contract; and
(c) any other action that may be specified in the SC

3.8 Reporting Obligations

The Consultants shall submit to the Client the reports and documents specified
in Appendix B hereto, in the form, in the numbers and within the time periods
set forth in the said Appendix.

3.9 Documents Prepared by the Consultants to Be the Property of the

Client

All plans, drawings, specifications, designs, reports, other documents and

software prepared by the Consultants for the Client under this Contract shall
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 become and remain the property of the Client, and the Consultants shall, not
later than upon termination or expiration of this Contract, deliver all such
documents to the Client, together with a detailed inventory thereof. The
Consultants may retain a copy of such documents and software. Restrictions
about the future use of these documents and software, if any, shall be specified
in the SC.

3.10 Equipment and Materials Furnished by the Client

Equipment and materials made available to the Consultants by the Client, or

purchased by the Consultants with funds provided by the Client, shall be the
property of the Client and shall be marked accordingly. Upon termination or
expiration of this Contract, the Consultants shall make available to the Client
an inventory of such equipment and materials and shall dispose of-such
equipment and materials in accordance with the Client's instructions. While in
possession of such equipment and materials, the Consultants, unless otherwise
instructed by the Client in writing, shall insure them at the expense of the
Client in an amount equal to their full replacement value.
4. Consultants' Personnel and Sub-consultants and or Associates
(a) General

The Consultants shall employ and provide such qualified and experienced
Personnel and Sub-consultants as are required to carry out the Services.

4.2 Description of Personnel

(a) The titles, agreed job descriptions, minimum qualification and estimated
periods of engagement in the carrying out of the Services of each of the
Consultants' Key Personnel are described in Appendix C. If any of the Key
Personnel has already been approved by the clients his/her name is listed as
well.
(b) If required to comply with the provisions of Clause GCC 3.1.1 hereof,
adjustments with respect to the estimated periods "of engagement of Key
Personnel set forth in Appendix C may be made by the Consultants by written
notice to the Client, provided (i) that such adjustments shall not alter the
originally estimated period of engagement of any individual by more than 10%
or one week, whichever is larger, and (ii) that the aggregate of such
adjustments shall not cause payments under this Contract to exceed the ceilings
set forth in Clause GC 6.1(b) of this Contract. Any other such adjustments shall
only be made with the Client's written approval.
(c) If additional work is required beyond the scope of the Services specified
in Appendix A, the estimated periods of engagement of Key Personnel set forth
in Appendix C may be increased by agreement in writing between the Client
and the Consultants, provided that any such increase shall not, except as
otherwise agreed, cause payments under this Contract to exceed the ceilings set
forth in Clause GC 6.1 (b) of this Contract.

4.3 Approval of Personnel

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 The Key Personnel i.e. Professional Staff and Sub-consultants listed by title as
well as by name in Appendix C are hereby approved by the Client. In respect
of other Key Personnel which the Consultants propose ,to use in the carrying
out of the Services, the Consultants shall submit to the client for review and
approval a copy of their biographical data and (in the case of Key personnel to
be used within the country of the Government) a copy of a satisfactory medical
certificate in the form attached hereto as Appendix D. If the Client does not
object in writing (stating the reasons for the objection) within thirty (30)
calendar days from the date of receipt of such biographical data and (if
applicable) such certificate, such Key Personnel shall be deemed to have been
approved
by the Client.

4.4 Working Hours, Overtime, Leave, etc.

(a) Working hours and holidays for Key Personnel are set forth in Appendix
E hereto. To account for travel time, foreign Personnel carrying out Services
inside the Government's country shall be deemed to have commenced (or
finished) work in respect of the Services such number of days before their
arrival in (or after their departure from) the Government's country as is
specified in Appendix E hereto.

(b) The Personnel of all types engaged by Consultant to provide Services on

this Contract shall not be entitled to be paid for overtime nor to take paid sick
leave or vacation leave except as specified in Appendix E hereto, and except
as specified In such Appendix, the Consultants' remuneration shall be deemed
to cover these items. All leave to be allowed to the Personnel is included in the
staff-months of service set for in Appendix C. Any taking of leave by
Personnel shall be subject to the prior approval by the Client and the
Consultants shall ensure that absence for leave purposes will not delay the
progress and adequate supervision of the Services.

4.5 Removal and/or Replacement of Personnel

(a) Except as the Client may otherwise agree, no changes shall be made in
the Key Personnel. If, for any reason beyond the reasonable control of the
Consultants, it becomes necessary to replace any of the Personnel, the
Consultants shall forthwith provide as a replacement a person of equivalent or
better qualifications.
(b) If the Client (i) finds that any of the Personnel has committed serious
misconduct or has been charged with having committed a criminal action, or
(ii) has reasonable cause to be dissatisfied with the performance of any of the
Personnel, then the Consultants shall, at the Client's written request specifying
the grounds therefore, forthwith provide as a replacement a person with
qualifications and experience acceptable to the Client.
(c) Any of the Personnel provided as a replacement under Clauses (a) and
(b) above, the rate of remuneration applicable to such person as well as any
reimbursable expenditures (including expenditures due to the number of
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 eligible dependents) the Consultants may wish to claim as a result of such
replacement, shall be subject to the prior written approval by the Client. Except
as the Client may otherwise agree, (i) the Consultants shall bear all additional
travel and other costs arising out of or incidental to any removal and/or
replacement, and (ii) the remuneration to be paid to any of the Key Personnel
provided as a replacement shall be 90% of the remuneration which would have
been payable to the Key Personnel replaced. However, for the reason other
than death/extreme medical ground,
(i) for total replacement up to 33% of key personnel, remuneration shall be
reduced by 10% (ii) for total replacement up to between 33% to 50%,
remuneration shall be reduced by 20% and (iii) for total replacement up to
between 50% to 66%, remuneration shall be reduced by 30% (iv) For total
replacements beyond 66% of the key personnel the client shall initiate action of
higher penalty/termination/debarment up to 2 years as considered appropriate.
(d) In order to prevent the tendency of the personnel and consulting firm to submit
incorrect and inflated CV, they should sign every page of CV before submission in
order to authenticate that CV furnished by them is correct. The consulting firm and
the personnel through consulting firm should be informed by MPRDC while
accepting CV of the new personnel that if CV is found in correct and inflated at a
later date, the personnel accepted would be removed from his assignment and
debarred from further MPRDC works for an appropriate period to be decided by
MPRDC and the new proposed personnel in place of removed personnel would be
paid 15% less salary than the original personnel. 15% reduction in the salary will
be imposed as a penalty for submitting the incorrect information. This penalty will
be imposed only once. If the same consulting firm submits incorrect information
again second time, necessary action will be taken by MPRDC to black-list that
firm.

Resident Project Manager

If required by the SC, the Consultants shall ensure that at all times during the
Consultants' performance of the Services in the Government's country a
resident project manager, acceptable to the Client, shall take charge of the
performance of such Services.

5. Obligations of the Client

5.1 Assistance and Exemptions

Unless otherwise specified in the SC, the Client shall use its best efforts to
ensure that the Government shall:

(a) provide the Consultants, Sub-consultants and Personnel with work

permits and such other documents as shall be necessary to enable the
Consultants, Sub-consultants or Personnel to perform the Services;

(b) assist for the Personnel and, if appropriate, their eligible dependents to
be provided promptly with all necessary entry and exit visas, residence permits,
exchange permits and any other documents required for their stay in
Government's country;
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(c) facilitate prompt clearance through customs of any property required for
the Services and of the personal effects of the Personnel and their -
eligible dependents;

(d) issue to officials, agents and representatives of the Government all such
instructions as may be necessary or appropriate for the prompt and effective
implementation of the Services;

(e) assist the Consultants and the Personnel and any Sub-consultants and or
Associates employed by the Consultants for the Services from any requirement
to register or obtain any permit to practice their profession or to establish
themselves either individually or as a corporate entity according to the
Applicable Law;

(f) grant to the Consultants, any Sub-consultants and or Associates and the
Personnel of either of them the privilege, pursuant to the Applicable Law, of
bringing into Government's country reasonable amounts of foreign currency for
the purposes of the Services or for the personal use of the Personnel and their
dependents and of withdrawing any such amounts as may be earned therein by
the Personnel in the execution of the Services: and

(g) Provide to the Consultants, Sub-consultants and or Associates and

Personnel any such other assistance as may be specified in the SC.

5.2 Access to Land

The Client warrants that the Consultants shall have, free of charge, unimpeded
access to all land in the Government's country in respect of which access is
required for the performance of the Services. The Client will be responsible for
any damage to such land or any property thereon resulting from such access
and will indemnify the Consultants and each of the Personnel in respect of
liability for any such damage, unless such damage is caused by the default or
negligence of the Consultants or any Sub-consultant or the Personnel of either
of them.

5.3 Change in the Applicable Law

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 or
reimbursable expenses incurred by the Consultants in performing the Services,
then the remuneration and reimbursable expenses otherwise payable to the
Consultants 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 GC 6.1(b).
5.4 Services, Facilities and Property of the Client

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 The Client shall make available to the Consultants and the Personnel, for
the purposes of the services and free of any charge, the services, facilities and
property described in Appendix F at the times and in the manner specified in
said Appendix F, provided that if such services, facilities and property shall not
be made available to the Consultants as and when so specified, the Parties shall
agree on (i) any time extension that it may be appropriate to grant to the
Consultants for the performance of the Services, (ii) the manner in which the
Consultants shall procure any such services, facilities and property from other
sources, and (iii) the additional payments, if any, to be made to the Consultants
as a result thereof pursuant to Clause GC 6.l(c) hereinafter.

5.5 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 GC 6 of this Contract.

5.6 Counterpart Personnel

(a) If so provided in Appendix F hereto, the Client shall make available to

the Consultants, as and when provided in such Appendix F, and free of charge,
such counterpart personnel to be selected by the Client, with the Consultants'
advice, as shall be specified in such Appendix F. Counterpart personnel shall
work under the exclusive direction of the Consultants. If any member of the
counterpart personnel fails to perform adequately any work assigned to him by
the Consultants which is consistent with the position occupied by such
member, the Consultants may request the replacement of such member, and the
Client shall not unreasonably refuse to act upon such request.

(b) If counterpart personnel are not provided by the Client to the

Consultants as and when specified in Appendix F, the Client and the
Consultants shall agree on (i) how the affected part of the Services shall
be carried out, and (ii) the additional payments, if any, to be made by the Client
to the Consultants as a result thereof pursuant to Clause GC 6.1(c) hereof.
6. Payments to the Consultants
6.1 Cost Estimates; Ceiling Amount

(a) An estimate of the cost of the Services payable in local currency is set
forth in Appendix H.

(b) Except as may be otherwise agreed under Clause GC 2.6 and subject to
Clause GC 6.1(c), payments under this Contract shall not exceed the ceilings in
foreign currency and in local currency specified in the SC. The Consultants
shall notify the Client as soon as cumulative charges incurred for the Services
have reached 80% of either of these ceilings.
(c) Notwithstanding Clause GC 6.l(b) hereof, if pursuant to clauses GC
5.3,5.4 or 5.6 hereof, the Parties shall agree that additional payments in local
and/or foreign currency, as the case may be, shall be made to the Consultants in
order to cover any necessary additional expenditures not envisaged in the cost
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 estimates referred to in Clause GC 6.1(a) above, the ceiling or ceilings, as the
case may be, set forth in Clause GC 6.1 (b) above shall be increased by the
amount or amounts, as the case may be, of any such additional payments.

6.2 Remuneration and Reimbursable Expenditures

(a) Subject to the ceilings specified in Clause GC 6.1 (b) hereof, the Client
shall pay to the Consultants (i) remuneration as set forth in Clause GC 6.2(b),
and (ii) reimbursable expenditures as set forth in Clause GC 6.2(c). If specified
in the SC, said remuneration shall be subject to price adjustment as specified in
the SC.

(b) Remuneration for the Personnel shall be determined on the basis of time
actually spent by such Personnel in the performance of the Services after the
date determined in accordance with Clause GC 2.3 and Clause SC 2.3 (or such
other date as the Parties shall agree in writing) (including time for necessary
travel via the most direct route) at the rates referred to, and subject to such
additional provisions as are set forth, in the SC.
(c) Reimbursable expenditures actually and reasonably incurred by the
Consultants in the performance of the Services, as specified in Clause SC 6.3(b).

6.3 Currency of Payment

(b) All the Payments shall be made in Indian Currency.

6.4 Mode of Billing and Payment

Billing and payments in respect of the Services shall be made as follows:

(a) The Client shall cause to be paid to the Consultants an interest bearing
advance payment as specified in the SC, and as otherwise set forth below.

(b) The advance payment will be due after provision by the Consultants to
the Client of a bank guarantee by a bank acceptable to the Client in an amount
(or amounts) and in a currency ( or currencies) specified in the SC, such bank
guarantee (I) to remain effective until the advance payment has been fully set
off as provided in the SC, and (ii) to be in the form set forth in Appendix I
hereto or in such other form as the Client shall have approved in writing.

(c) As soon as practicable and not later than fifteen (15 days) after the end
of each calendar month during the period of the Services, the Consultants shall
submit to the Client, in duplicate, itemized statements, accompanied by copies
of receipted invoices, vouchers and other appropriate supporting materials, of
the amounts payable pursuant to Clauses GC 6.3 and 6.4 for such month.
Separate monthly statements shall be submitted in respect of amounts payable
in foreign currency and in local currency. Each such separate monthly
statement shall distinguish that portion of the total eligible costs which pertains
to remuneration from that portion which pertains to reimbursable expenditures.

(d) The Client shall cause the payment of the Consultants periodically as
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 given in schedule of payment above within sixty (60) days after the receipt by
the Client of bills with supporting documents. Only such portion of a monthly
statement that is not satisfactorily supported may be withheld from payment.
Should any discrepancy be found to exist between actual payment and costs
authorized to be incurred by the Consultants, the Client may add or subtract the
difference from any subsequent payments. Interest at the rate specified in the
SC shall become payable as from the above due date on any amount due by,
but not paid on. such due date.

(e) The final payment under this Clause shall be made only after the final
report and a final statement, identified as such, shall have been submitted by
the Consultants and approved as satisfactory by the Client. The Services shall
be deemed completed and finally accepted by the Client and the final report
and final statement shall be deemed approved by the Client as satisfactory
ninety (90) calendar days after receipt of the final report and final statement by
the Client unless the Client, within such ninety (90)-day period, gives written
notice to the Consultants specifying in detail deficiencies in the Services, the
final report or final statement. The Consultants shall thereupon promptly make
any necessary corrections, and upon completion of such corrections, the
foregoing process shall be repeated. Any amount which the Client has paid or
caused to be paid in accordance with this Clause in excess of the amounts
actually payable in accordance with the provisions of this Contract shall be
reimbursed by the Consultants to the Client within thirty, (30) days after receipt
by the Consultants of notice thereof. Any such claim by the Client for
reimbursement must be made within twelve
(12) calendar months after receipt by the Client of a final report and a
final statement approved by the Client in accordance with the above.

(f) All payments under this Contract shall be made to the account of the
Consultants specified in the SC.

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 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 GC 8 hereof.

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8. Settlement of Disputes
8.1 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.

8.2 Dispute Settlement

“Disputes shall be settled by arbitration in accordance with the

following provisions: All disputes relating to the work/contract or relating to
the execution or failure to execute the same, whether arising during the
progress of the work or after the completion or abandonment thereof shall be
referred to the concerned Superintending Engineer/General Manager/
Divisional Manager of the Employer in writing for his decision, within a period
for 30 days of such occurrence. There upon the Superintending
Engineer/General Manager / Divisional Manager shall give his written
instructions and/or decisions within a period of 60 days of such request. This
period can be extended by mutual consent of the parties. Upon receipt of
written instructions or decisions, the parties shall promptly processed without
delay to comply such instructions or decisions. If the Superintending Engineer/
General Manager / Divisional Manager fails to give his instructions or
decisions in writing within a period of 60 days or mutually agreed time after
being requested if the parties are aggrieved against the decision of
Superintending Engineer/General Manager/ Divisional Manager, the parties
may within 30 days refer an appeal to the concerned Chief Engineer of the
Employer who shall afford an opportunity to the parties of being heard and to
offer evidence in support of his appeal. The Chief Engineer will give his
decision within 90 days. If any party is not satisfied with the decision of the
Chief Engineer, he can refer such disputes for arbitration governed as per “The
Madhya Pradesh Madhyastham Abhikaran Adhiniyam 1983”. Arbitration may
be commenced prior to or after completion of the Works provided that the
obligations of the Authority, and Independent Engineer / Consultant shall not
be altered by reason of the arbitration being conducted during the progress of
the Works.”
Any award made in arbitration by MP Arbitration Tribunal constituted
under Madhya Pradesh Madhyastham Abhikaran Adhiniyam 1983 shall be
final and binding on the parties as from the date as it is made, and Independent
Engineer / Consultant and Authority agree and undertake to carry out such
award without delay.

Page 89 of 119
III. SPECIAL CONDITIONS OF CONTRACT
GC Clause

A. Amendments of, and Supplements to, Clauses in the General Conditions of

Contract

1.1 (a) The words ’in the Government’s country” are amended to
read ‘in INDIA”
1.4 The language is English
1.6.1 The Addresses are

Client: Managing Director

M.P. Road Development Corporation Ltd
45-A Arera Hill Bhopal (M.P.) – 462011
Ph No. 0755-2765205, 2597290

For the Consultants:

1.6.2 Notice will be deemed to be effective as follows:

a) In the case of personal delivery or registered mail on delivery

b) In the case of telex, 24 hrs. following confirmed transmission.
c) In the case of the telegram, 25 hours following confirmed transmission
and
d) In the case of facsimiles, 24 hours following confirmed transmission

1.8 The member in charge is – Member (P) Shri......

(Note: if the Consultants consist of a joint venture of more than one entity, the
name of the entity where address is specified in SC1.6.1 should be inserted
here. If the Consultants consist of one entity this clause 1.6 should be deleted
from the SC)

1.9 The Authorised Representative are:

For the client:……..
For Consultant:………….
1.10 The Consultants, Sub-consultants and the Personnel shall pay the taxes,
duties, fees, levies and other impositions levied under the existing,
amended or enacted laws during life of this contract and the client shall
perform such duties in regard to the deduction of such tax as may be
lawfully imposed.

2.1 The effectiveness conditions are the following:

i) Approval of the Contract by the Client

2.2 The time period shall be four months or such other time period as the
parties may agree in writing.
Page 90 of 119
2.3 The time period shall be one month or such other time period as the Parties
may agree in writing.

2.4 The time period shall be 36 months for O&M period.

3.4 Limitation of the Consultants' Liability towards the Client

(a) Except in case of gross negligence or wilful misconduct on the part of the
Consultants or on the part of any person or firm acting on behalf of the
Consultants in carrying out the Services, the Consultants, with respect to
damage caused by the Consultants to the Client's property, shall not be liable
to the Client:

i) for any indirect or consequential loss or damage; and

ii) Consultant will maintain at its expenses; Professional Liability

Insurance including coverage for errors and omissions caused by
Consultant’s negligence in the performance of its duties under this agreement,
(A) For the amount not exceeding total payments for Professional Fees and
Reimbursable Expenditures made or expected to be made to the Consultants
hereunder OR (B) the proceeds, the Consultants may be entitled to receive
from any insurance maintained by the Consultants to cover such a liability,
whichever of (A) or (B) is higher.

iii) The policy should be issued only from an Insurance Company operating in
India.

iv) The policy must clearly indicate the limit of indemnity in terms of
“Any One Accident” (AOA) and “Aggregate limit on the policy period”
(AOP) and in no case should be for an amount less than
stated in the contract.
v) If the Consultant enters into an agreement with MPRDC in a joint venture
or ‘in association’, the policy must be procured and
provided to MPRDC by the joint venture/in association entity and not by
the individual partners of the joint venture/association.

vi) The contract may include a provision thereby the Consultant does not
cancel the policy midterm without the consent of MPRDC. The insurance
company may provide an undertaking in this regard.

(b) This limitation of liability shall not affect the Consultants' liability, if any, for
damage to Third Parties caused by the Consultants or any person or firm acting
on behalf of the Consultants in carrying out the Services.

(c) Professional Liability Insurance may be accepted for initially one year which
shall be extended annually for five years. PLI shall be uniformly taken for a
period of five years.

Page 91 of 119
3.5 The risks and the coverage shall be as follows

(a) Third Party motor vehicle liability insurance as required under Motor
Vehicles Act, 1988 in respect of motor vehicles operated in India by the
Consultants or their Personnel or any Sub-consultants or their Personnel for the
period of consultancy.

(b) Third Party liability insurance with a minimum coverage, of Rs. 1.0
million for the period of consultancy.

(c) Professional liability insurance as per 3.4 (a) (ii) of SC of the

consultancy, with a minimum coverage equal to estimated remuneration and
reimbursable.

(d) Employer's liability and workers' compensation insurance in respect of

the Personnel of the Consultants and of any Sub-consultant, in accordance with
the relevant provisions of the Applicable Law, as well as, with respect to such
Personnel, any such life, health, accident, travel or other insurance as may be
appropriate; and

(e) Insurance against loss of or damage to (i) equipment purchased in whole

or in part with funds provided under this Contract, (ii) the Consultants' property
used in the performance of the Services, and (iii) any documents prepared by
the Consultants in the performance of the Services.

3.7 (c) The other actions are

(i) taking any action under a civil works contract designating the
Consultants as "Engineer", for which action, pursuant to such civil
works contract, the written approval of the Client as "Employer" is required".

3.9 The Consultants shall not use these documents for purposes unrelated to this
Contract without the prior written approval of the Client.

4.6 "The person designated as Team Leader cum contract management expert in
Appendix C shall serve in that capacity, as specified in Clause GC 4.6."

6.1 (b) Deleted

6.2 (a) "Payments for remuneration made in accordance with Clause GC 6:2(a)
in foreign and/or local currency shall be adjusted as follows :

(i) Remuneration paid in foreign currency pursuant to the rates set

forth in Appendix G shall be adjusted every 12 months (and, the
th
first time, with effect for the remuneration earned in the 13 calendar month
after the date of the contract) by applying the following formula:
Rf= Rfo x If/Ifo

Where Rf is the adjusted remuneration, Rfo is the remuneration payable on

the basis of the rates set forth in Appendix G for remuneration payable in
Page 92 of 119
 foreign currency. If is the official index for salaries in the country of the
foreign currency for the first months for which the adjustment is supposed to
have effect, and Ifo is the
official index for salaries in the country of the foreign currency for the
month of the date of the contract. (the index for “wages”
published by International Monetary Fund in its monthly,
“International Financial Statistics” for the country could be considered for
adoption).

(ii) Remuneration paid in local currency pursuant to the rates set forth in
Appendix H shall be adjusted every twelve (12) months
(and, the first time, with effect for the remuneration earned in
th
the 13 calendar month after the date of the contract) by 5% per annum for
domestic personnel.

Notwithstanding any other provisions in the agreement in this regard, this

provision will prevail and over ride any other provision to the contrary in
this agreement.

6.2(b)(i) (1) It is understood (i) that the remuneration rates shall cover (A) such salaries and
allowances as the Consultants shall have agreed to pay to the Personnel as well
as factors for social charges and overhead, and (B) the cost of backstopping by
home office staff not included in the Personnel listed in Appendix C, and (C)
the
Consultants' fee; (ii) that bonuses or other means of profit-sharing shall not be
allowed as an element of overhead, and (iii) that any rates specified for persons
not yet appointed shall be provisional and shall be subject to revision, with the
written approval of the Client, once the applicable salaries and allowances are
known.

(2) Remuneration for periods of less than one month shall be calculated on an
hourly basis for actual time spent in the Consultants' home office and
directly attributable to the Services (one hour being equivalent to 1/240th of
a month) and on a calendar-day basis for time spent away from home office
(one day being equivalent to 1/30th of a month).

6.2(b)(ii) The rates for foreign [and local] Personnel are set forth in
Appendix G [and the rates for local Personnel, in Appendix HI

6.3 (a) The foreign currency shall be in US dollar only.

6.3(b)(i) Remuneration for foreign Personnel shall be paid in foreign

currency and remuneration for local Personnel shall be paid in
local currency.

6.3(b)(ii) The reimbursable expenditures in foreign currency shall be the

following:

1) a per diem allowance for each of the Personnel for every day
Page 93 of 119
 in which such Personnel shall be absent from his home office and shall be
outside India for the purpose of the Services at the daily rate specified in
Appendix G.

2) the following transportation costs

(i) the cost of international transportation of the foreign personnel and, as

specified below, eligible dependents of the foreign Personnel, by the most
appropriate means of transport and the most direct practicable route to and
from the Consultants' home office; in the case of air travel, this shall be by less
than first class;

(ii) for any foreign Personnel spending twenty-four (24) consecutive months
or more in. the Government's country, one extra round trip will be reimbursed
for every twenty-four (24) months of assignment in India. Such Personnel will
be entitled to such extra round trip only if upon their return to India, such
Personnel are scheduled to serve for the purposes of the Project for a further
period of not less than six (6) consecutive months;
(iii) the cost of transportation to and from India of eligible dependents
who shall be the spouse and not more than two (2) unmarried dependent
children under eighteen (18) years of age of those of the foreign Personnel
assigned to resident duty in India for the purpose of the Services for periods
of six (6) consecutive months or longer, provided that the stay of such
dependents in India shall have been for not less than three (3) consecutive
months duration. If the assignment period for resident staff of the foreign
Personnel will be thirty (30) months or more, one extra economy class air
trip for their eligible dependents for every twenty-four (24) month
assignment will be reimbursed;

(iv) for the air travel of each of the foreign Personnel, and each eligible
dependent, the cost of excess baggage up to twenty (20) kilograms per person,
or the equivalent in cost of unaccompanied baggage or air freight; and

(v) miscellaneous travel expenses such as the cost of transportation to and

from airports, airport taxes, passport, visas, travel permits, vaccinations, etc. at
a fixed unit price per round trip as specified in Appendix G .

3) the cost of communications (other than those arising in India) reasonably

required by the Consultants for the purposes of the Services.

4) the cost of printing, reproducing and shipping of the documents, reports,

drawings, etc. Specified in Appendices A and B hereof;

5) the cost of acquisition, shipment and handling of the following

equipment, instruments, materials and supplies required for the Services as per
Appendix-H;

6) the cost of shipment of personal effects up to as per Appendix-G;

7) the cost of programming and use of, and communication between, the
Page 94 of 119
 computers for the purposes of the Services at the rate set forth in Appendix G;

8) the cost of training of the Client's personnel outside India, as

specified in Appendix G;

9) the cost of laboratory tests on materials, model tests and other technical
services authorized or requested by the Client, as specified in Appendix G;

10) the foreign currency cost of any subcontract required for the Services and
approved in writing by the Client;

11) the cost of items not covered in the foregoing but which may be required
by the Consultants for completion of the Services, subject to the prior
authorization in writing by the Client; and

12) any such additional payments in foreign currency for properly procured
items as the Parties may have agreed upon pursuant to the provisions of clause
GC6.1(c), [Note: Items that are not applicable should be deleted; others may
be added]

6.3(b) (iii) The reimbursable expenditures in local currency shall be the following :

1) a per diem allowance at a rate in local currency equivalent to [Note:

Name agreed foreign currency specified in Clause SC 6.3 (a) per day, for each
of the short-term foreign Personnel (i.e. with less than twelve (12) months
consecutive stay in India) for the first sixty (60) days during which such
Personnel shall be in India;
2) a per diem allowance at a rate in local currency equivalent to
[Note: Name agreed foreign currency specified in Clause SC
6.3(a) per day, for each of the short-term foreign Personnel for each day in
excess of sixty (60) days during which such Personnel shall be in India;

3) a living allowance for each of the long-term foreign Personnel

(twelve (12) months or longer consecutive stay in India) at the rates
specified in Appendix H;

4) the cost of the following locally procured items: local

transportation, office accommodations, camp facilities, camp services,
subcontracted services, soil testing, equipment rentals, supplies, utilities
and communication charges arising in India, all if and to the extent required
for the purpose of the Services, at rates specified in Appendix H;

5) the cost of equipment, materials and supplies to be procured

locally in India as specified in Appendix H;

6) the local currency cost of any subcontract required for the Services
and approved in writing by the Client;

Page 95 of 119
 7) any such additional payments in local currency for properly procured
items as the Parties may have agreed upon pursuant to the provisions of Clause
GC 6.1(c); and

8) the cost of such further items as may be required by the Consultants

for the purpose of the Services, as agreed in writing by the Client.

6.4(a) The following provisions shall apply to the interest bearing advance payment
and the advance payment guarantee :

1) An advance payment. of 10% of the contract price in

proportion to the quoted Indian currency (INR) & foreign currency (US
dollar) in the bid shall be made within 60 days after receipt and verification
of advance payment bank guarantee. The advance payment will be set off
by the Client in equal instalments against the statements for the first 12
months of the Service until the advance payment has been fully set off.

2) The bank guarantee shall be in the amount and in the currency

of the foreign and local currency portion of the advance payment

3) Interest rate shall be 10% per annum (on outstanding amount)

for local currency, including converted foreign component into local
currency.
6.4 (c) The interest rate is 6% per annum for local currency and London Inter
Bank on Landing Rate (LIBOR) plus 1% per annum on foreign currency.

6.4(e) The accounts are:

-For foreign currency: - For local

currency :
[Note: Insert account number, type of account and name and address of the
Bank]

8.2 Disputes shall be settled by arbitration in accordance with the following

provisions:

“Disputes shall be settled by arbitration in accordance with the

following provisions: All disputes relating to the work/contract or relating to
the execution or failure to execute the same, whether arising during the
progress of the work or after the completion or abandonment thereof shall be
referred to the concerned Superintending Engineer/General Manager/
Divisional Manager of the Employer in writing for his decision, within a period
for 30 days of such occurrence. There upon the Superintending
Engineer/General Manager / Divisional Manager shall give his written
instructions and/or decisions within a period of 60 days of such request. This
period can be extended by mutual consent of the parties. Upon receipt of
written instructions or decisions, the parties shall promptly processed without
delay to comply such instructions or decisions. If the Superintending Engineer/
General Manager / Divisional Manager fails to give his instructions or

Page 96 of 119
decisions in writing within a period of 60 days or mutually agreed time after
being requested if the parties are aggrieved against the decision of
Superintending Engineer/General Manager/ Divisional Manager, the parties
may within 30 days refer an appeal to the concerned Chief Engineer of the
Employer who shall afford an opportunity to the parties of being heard and to
offer evidence in support of his appeal. The Chief Engineer will give his
decision within 90 days. If any party is not satisfied with the decision of the
Chief Engineer, he can refer such disputes for arbitration governed as per “The
Madhya Pradesh Madhyastham Abhikaran Adhiniyam 1983”. Arbitration may
be commenced prior to or after completion of the Works provided that the
obligations of the Authority, and Independent Engineer / Consultant shall not
be altered by reason of the arbitration being conducted during the progress of
the Works.”
Any award made in arbitration by MP Arbitration Tribunal constituted
under Madhya Pradesh Madhyastham Abhikaran Adhiniyam 1983 shall be
final and binding on the parties as from the date as it is made, and Independent
Engineer / Consultant and Authority agree and undertake to carry out such
award without delay.

Page 97 of 119
 IV. APPENDICES Appendix A: Description of the Services

[Give detailed descriptions of the Services to be provided; dates for completion of

various tasks, place of performance for different tasks; specific tasks to be
approved by Client, etc.]

Details as per TOR

Page 98 of 119
 Appendix B: Reporting Requirements

[List format, frequency, contents of reports and number of copies; persons to

receive them; dates of submission, etc. If no reports are to be submitted, state
here "Not applicable".}

Please refer TOR

Page 99 of 119
 Appendix C: Key Personnel and Sub-consultants

[List under
C-1 Titles(and names, if already available] detailed job descriptions and minimum
qualifications experience of personnel to be assigned to work in India and staff
months for each.
C-2 Same information as C-I for Key local Personnel
C-3 Same as C-I for Key foreign Personnel to be assigned to work outside India
C-4: List of approved sub-consultant [if already available} same information with
respect to their personnel as in C-I through C-4

Page 100 of 119

 Appendix D: Medical Certificate

[Show here an acceptable form of medical certificate for foreign

Personnel to be stationed in India. If there is no need for a medical certificate,
state here: "Not applicable. "]

Page 101 of 119

 Appendix E: Hours of Work for Key Personnel

The Consultants Key personnel and all other Professional/Sub Professional/

Support Staff/Sub-Consultancy personnel shall work 6 days (Mondays through
Saturday) every week and observe the Gazetted Holidays of Government of
India as Holidays. The Consultant shall work as per the work program of the
concessionaire. In this context in case the work plan of the Consultant needs
suitable modifications, the same shall be carried out and submitted to the client
for consideration. The Consultants hours of work normally shall match with
that of Contractor’s activities on the site. No extra remuneration shall be
claimed or
paid for extra hours of work required in the interest of Project completion.

In respect of foreign personnel, one day per trip as travel time from and to the
country of the Government shall be allowed.

Page 102 of 119

 Appendix F: Duties of the Client

1 Access to the quality control laboratory for performing various types of tests,
which will be provided by the Concessionaire including the testing personnel.

2 To provide Concessionaire’s RFP, Bid submission, Concession

Agreement, Data and information for field surveys and investigations

3 To ensure availability of the Detailed Work plan and Programme for Design and
Construction of Project Highways from Concessionaire.

4 To ensure availability of the Quality Assurance Plan and Quality Control

Procedures from the Concessionaire.

5 To provide relevant reports and necessary data as per the reporting obligation of
concessionaire under the concession Agreement.

6 Necessary letters, which will be required for Visa’s of foreign personnel

and procuring other services by the consultant for performing project services.

Page 103 of 119

Appendix G: Cost Estimates in Foreign Currency

Deleted

Page 104 of 119

 Appendix H: Cost Estimates in Local Currency

List hereunder cost estimate in local currency:

1. Monthly rates for local Personnel (Key Personnel and other Personnel)

2. Reimbursable/Rental/Fixed expenditures as follows:

a. Per diem rates for subsistence allowance for foreign short-term Personnel
plus estimated totals.

b. Living allowances for long-term foreign Personnel, plus estimated totals.

c. Cost of local transportation.

d. Cost of other local services, rentals, utilities, etc.

Page 105 of 119

 FORMAT OF BANK GUARANTEE FOR EARNEST MONEY

1. In Consideration of the Madhya Pradesh Road Development Corporation Ltd.

(hereinafter called “MPRDC” which expression shall include
any entity which MPRDC may designate for the purpose) having
agreed, inter-alia, to consider the bid of M/s………………………………….
(herein after referred to the “Bidder” which expression shall include their
respective successors
and assigns) which will be furnished in accordance with the terms of
reference, for the project (name of the project)
“……………………………………….....................” (hereinafter called the

EMD To be paid
ToR) in lieu of the Bidder being required to make a cash deposit.

2. we ………………………………. having its Head Office at

Online
…………………….. (name of the bank address of the issuing branch),
hereinafter called the “Bank” which expression shall include our successors
and assigns, as to bind ourselves our successors and assigns do at the instance
of the Bidder hereby unconditionally and irrevocably undertake to pay as
primary obligor and not as surely only to MPRDC without protest or demand
and
without any proof or condition the sum of Rs.
………………………… (Rupees…………………).

3. We ………………………………. (name and address of the issuing branch) having

its Head Office at ……………. do hereby
unconditionally and irrevocably undertake to pay forthwith (and in any event
within five days) the amounts due and payable under this Guarantee without
any delay or demur merely on a written demand from MPRDC stating that the
amount claimed is due by reason of the occurrence of any of the events referred
to in the ToR. Any such demand made on the Bank by MPRDC shall be
conclusive as regards
the amount due and payable by the Bank under this Guarantee.
However, the Bank’s liability under this Guarantee shall be restricted to an
amount not exceeding ……………

4 We…………………………………..(name and address of the issuing

branch) having its Heat Office at………………….. further agree that the
Guarantee herein contained shall remain in full force and effect up to and
until 1700 hours on the date which falls 45 days beyond the Proposal
Validity period i.e………………….(hereinafter called “the End Date”).
Unless a demand or claim under this Guarantee is made on the Bank by
Page 106 of 119
 MPRDC in writing on or before the said End Date, the Bank shall be
discharged from all liability under this Guarantee thereafter.

5 We……………………………………(name and address of the issuing

branch) registered office at have its Head Office at …………..further agree
with MPRDC that MPRDC shall have the fullest liberty without the Bank is
consent and without affecting in any manner the Bank’s obligation hereunder
to vary and of the terms and conditions of the ToR or to extend or postpone the

EMD to be paid
time of performance by the Bidder or any other Party from time to time or
postpone for any time or from time to time any of the powers exercisable by
MPRDC against the Bidder or any of them and to enforce or to forbear form

online
enforcing any of the terms and conditions relating to the ToR and the Bank
shall not be relieved from its liability by reason or any forbearance act or
omission on the part of MPRDC, or any indulgence given by MPRDC to the
Bidder or any other party or by any such matter or thing whatsoever which
under the law relating to securities would, but for this provision have the affect
of so relieving the Bank.

6. to give full effect to the obligations herein contained, MPRDC shall be

entitled to act against the Bank as primary obligor in respect of all claims
subject of this Guarantee and it shall not be necessary for MPRDC to proceed
against the Bidder or any other party before proceeding against the Bank under
this Guarantee and Guarantee herein contained shall be enforceable against the
Bank principal obligor.

7 This Guarantee will not be discharged or affected in any way by the

liquidation or winding up or dissolution or change of constitution or insolvency
of any individual member of the Bidder or any other party or any change in the
legal constitution or the Bidder or any other party or any change in the legal
constitution of the Bank of MPRDC.

8. We………………………………………. (name and address of the

issuing branch) having its Head Office at …………………….lastly
undertake not to revoke this Guarantee during its currency except with the
previous consent of MPRDC in writing.

Page 107 of 119

 Notwithstanding any contained herein.

a) Our liability under this Bank Guarantee shall not exceed

Rs………………….

b) The Bank Guarantee shall be valid up to ………………….

c) We are liable to pay the guaranteed amount or any part thereof under this
Bank Guarantee only and only if you serve upon us a written claim or demand
on or before……………

Date this ………………………………

EMD to be paid
1. Witness……………………..(Signature)
Name……………………….

2.
online
Witness……………………..(Signature)
Name……………………….
Banker’s Signature & Stamp

Page 108 of 119

 Appendix I: FORM OF PERFORMANCE SECURITY

(PERFORMAMANCE BANK GUARANTEE)

(Clause-20 of TOR)
To

Managing Director,
MP Road Development Corporation Ltd.
16-A, Arera Hills,
Bhopal

WHEREAS……………………………………… [Name and address of

Consultants] (Give names of all partners if the Consultants is a Joint Venture)
(hereinafter called “the consultants”) has undertaken in pursuance of
Contract No. ----------------------- dated………… to provide the services on
terms and conditions set forth in Contract………. (Name of contract and brief
description of works) (hereinafter called “the Contract”).

AND WHEREAS it has been stipulated by you in the said Contract that the
Consultants shall furnish you with a Bank Guarantee by a recognized bank for
the sum specified therein as security for compliance with his obligations in
accordance with the Contract;

AND WHEREAS we have agreed to give the Consultants such a Bank

Guarantee;

NOW THEREOF we hereby affirm that we are the Guarantor and responsible
to you, on behalf of the Consultants up to a total of --------------------------------
--- [amount of Guarantee]……….. [in words], such sum being payable in the
types and proportions of currencies in which the Contract Price is payable,
and we undertake to pay you, upon your first written demand and without
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 for the sum specified therein.

We hereby waive the necessity of your demanding the said debt from
the Consultants before presenting us with the demand.

We further agree that no change or addition to or other modification of the

terms of the Contract or of the services to be performed there under or of
any of the Contract documents which may be made between you and the
Consultants shall in any way release us from any liability under this
guarantee, and we hereby waive notice of any such change, addition or
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modification.

The liability of the Bank under this Guarantee shall not be affected by any
change in the constitution of the consultants or of the Bank.

Notwithstanding anything contained herein before, our liability under this

guarantee is restricted to Rs. -------------(Rs.---------------- ) and the
guarantee shall remain valid till………….. . Unless a claim or a demand in
writing is made upon us on or before……… all our liability under this
guarantee shall cease.

This guarantee shall be valid for a period of 39 months i.e. up to 3 months

beyond the expiry of contract of 36 months.

Signature and Seal of the Guarantor……………. In presence of

Name and Designation

1. ……………… ( Name, Signature & Occupation)

Name of the Bank……………………………
Address………………………
2 ……………… ( Name & Occupation)

Date………………

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Appendix J: Form of Bank Guarantee for Advance Payments (Reference Clause
6.4(a) of Contract)

(To be stamped in accordance with Stamp Act, if any, of the country of issuing
bank)

Ref: Bank Guarantee:

Date:

Dear Sir,

In consideration of M/s.------------------------------------- (hereinafter referred as

the "Client", which expression shall, unless repugnant to the context or
meaning thereof include it successors, administrators and assigns) having
awarded to M/s. ----------------------------------------------(hereinafter referred to
as the "Consultant" which expression shall unless repugnant to the context or
meaning thereof, include its successors, administrators, executors and
assigns), a contract by issue of client's Contract Agreement No…..
dated………and the same having been unequivocally accepted by the
Consultant, resulting in a Contract valued at ……………….. for…………..
Contract (hereinafter called the “Contract”) (scope of work) and the Client
having agreed to make an advance payment to the Consultant for
performance of the above Contract amounting to -------------------(in words------
------- and figures) as an advance against Bank Guarantee to be furnished by
the Consultant.

We---------------------- (Name of the Bank) having its Head Office at --------------

--------------hereinafter referred to as the Bank), which expression shall, unless

repugnant to the context or meaning thereof, include its successors,

administrators executors and assigns) do hereby guarantee and undertake to
pay the client immediately on demand any or all monies payable by the
Consultant to the extent of………… as aforesaid at any time up to --------------
----------@-------------- without any demur, reservation contest, recourse or
protest and/or without any reference to the consultant. Any such demand made
by the client on the Bank shall be conclusive and binding notwithstanding any
difference between the Client and the Consultant or any dispute pending before
any Court, Tribunal, Arbitrator or any other authority. we agree that the
Guarantee herein contained shall be irrevocable and shall continue to be
enforceable till the Client discharges this guarantee.

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The Client shall have the fullest liberty without affecting in any way the
liability of the Bank under this Guarantee, from time to time to vary the
advance or to extend the time for performance of the contract by the
Consultant. The Client 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 Client and to exercise the same at any time in any
manner, and either to enforce or to forebear to enforce any covenants,
contained or implied, in the Contract between the Client and the Consultant
any other course or remedy or security available to the Client. The bank shall
not be relieved of its obligations under these presents by any exercise by the
Client of its liberty with reference to the matters aforesaid or any of them or by
reason of any other act or forbearance or other acts of omission or commission
on the part of the Client or any other indulgence shown by the Client or by any
other matter or thing whatsoever which under law would but for this provision
have the effect of relieving the Bank.

The Bank also agrees that the Client 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 Client may have in relation to the Consultant's
liabilities.

Notwithstanding anything contained herein above our liability under this

guarantee is limited to………. and it shall remain in force upto and
including……….and shall be extended from time to time for such period (not
exceeding one year), as may be desired by M/s…………….. on whose behalf this
guarantee has been given.

Dated this…….day of………….200……at……….

Witness

…………………….
(Signature)

…………………….
(Signature)

……………
(name)

………….
(name)
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…………….
(name)

(Official address)

Designation (with bank stamp)

Attorney as per power of
Attorney No.---------
Date-------------------
Strike out whichever is not applicable
Note 1: The stamp papers of appropriate value shall be purchased in the
name of bank who issues the "Bank Guarantee”.

Note 2: The bank guarantee shall be from a Nationalized Indian Bank or

reputed foreign commercial Bank acceptable to client for Foreign Consultant
with counter guarantee from Nationalized Bank. Bank guarantee furnished by
Foreign consultant shall be confirmed by any Nationalized Bank in India.

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 Appendix K

Letter of invitation

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 Appendix L
Letter of Award

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 Appendix M
Minutes of pre-bid meeting

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 Appendix-N

Memorandum of Understanding

_____________________

between

_____________________
And

Whereas Madhya Pradesh Road Development Corporation Ltd.

(hereinafter called MPDRC has invited proposal for appointment of
Independent Engineer for
__________________ (Name of project) hereinafter called the Project.

And Whereas _________________ (Lead Partner)

and
_______________ JV partner/s have agreed to form a Joint Venture to
provide the said services to MPRDC as Independent Engineer; and

Now, therefore, it is hereby agreed by and on behalf of the partners as follows:

(i) ___________ will be the lead partner and ____________ will be the
other JV partner/s.

(ii) ______________ (lead partner) shall be the in-charge of overall

administration of contract and shall be authorised representative of all JV
partners for conducting all business for and on behalf of the JV during the
bidding process and subsequently, represent the joint venture for and on
behalf of the JV for all contractual matters for dealing with the
MPRDC/Concessionaire if Consultancy work is awarded to JV.

(iii) All JV partners do hereby undertake to be jointly and severely

responsible for all the obligation and liabilities relating to the consultancy
work and in accordance with the Terms of Reference of the Request for
Proposal for the Consultancy Services.

(iv) Subsequently, if the JV is selected to provide the desired consultancy

services, a detailed MOU indicating the specific project inputs and
role of each partner/s along with percentage sharing of cost of services shall
be submitted to MPRDC (Consultant may submit the detailed MOU along
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with percentage sharing of cost at the time of bidding also).
For____________________ (Name of Lead
partner)

Managing Director/Head of the Firm

Address For____________________ (Name of JV partner/s)

Managing Director/Head

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 Appendix-O

(On the letter head of sole or each member in case of the consortium)

Undertaking

I/We………………...(name of company/firm)………..hereby
undertake that at present the annual accounts for the
financial year 2020-21 of our company/firm are under audit
and therefore we could not make it available for the tenders
or any other purpose.
For on behalf of
Date ………………. (name of company/firm)
Place ……………… ……………………
(authorized signatory)

Certificate
I/We………..….(name of statutory auditor)……........ hereby
certify that the annual accounts for the financial year 2020-
21of …………...(name of company/firm)………are under
audit and not finalized till date.
For on behalf of
Date ………………. (name of statutory auditor)
Place ……………… ……………………
(authorized signatory)

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