1

National Highways Authority of India

Request for Proposal (RFP)

For

Appointment of Safety Consultants

for

Six laning of Narasannapeta - Ranasthalam section of NH-16

from design Km 580.671 (Existing Km 580.700) to design Km
632.861 (Existing Km 634.000) (Design Length – 54.19 Km) in
the State of Andhra Pradesh under NHDP Phase V on Hybrid
Annuity Mode (2nd Call)

June, 2018
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National Highways Authority of India

Ministry of Road Transport & Highways, Govt. of India

Appointment of Safety Consultants for PPP projects on DBFOT basis/Hybrid Annuity

Model (HAM)/EPC/OMT Projects
Request for Proposal
INDEX
S. No. Contents Page Nos.
1 Disclaimer 3

2 Invitation for Financial Proposals 4-6

3 Instructions to applicants 7-24
4 Data Sheet 25-27

5 No Conflict of Interest Certificate 28

6 Format for submission of Proposal 29-37

7 Breakdown of Cost of Assignment 38-45

8 Draft Contract Agreement 46-65

9 Terms of Reference 66-76

10 Format of BG for Performance Security 77-79

11 Schedule-3: Guidance Note on Conflict of Interest 80-81

12 Appendix-VI: List of Projects (for which safety consultants are to be 82-83
appointed)
13 Tentative List of Drawings 84

14 General Conditions of Contract 85-93

15 Special Conditions of Contract 94-97

16 Procedure for e-tender: Instructions to applicant 98-101

17 Integrity Pact 102-107

18 Schedule “L” and Schedule “H” of MCA (relevant) and Clause 10.1 of EPC
contract
19 Appendix-I: List of empanelled consultants
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Disclaimer
The information contained in this Request for Proposal document (“RFP”) or subsequently provided to
Applicants, whether verbally or in documentary or any other form by or on behalf of the Authority or any of
its employees or advisers, is provided to Applicants on the terms and conditions set out in this RFP and
such other terms and conditions subject to which such information is provided.

This RFP is not an agreement and is neither an offer nor invitation 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, which reflect various assumptions and assessments arrived at by the Authority in relation to the
Consultancy. Such assumptions, assessments and statements do not purport to contain all the information
that each Applicant may require. This RFP may not be appropriate for all persons, and it is not possible for
the Authority, its employees or advisers to consider the objectives, technical expertise and particular needs
of each party who reads or uses this RFP. The assumptions, assessments, statements and information
contained in this RFP, may not be complete, accurate, adequate or correct. Each Applicant should,
therefore, conduct its own investigations and analysis and should check the accuracy, adequacy,
correctness, reliability and completeness of the assumptions, assessments and information contained in this
RFP and obtain independent advice from appropriate sources.

Information provided in this RFP to the Applicants is on a wide range of matters, some of which depends
upon interpretation of law. The information given is not an exhaustive account of statutory requirements
and should not be regarded as a complete or authoritative statement of law. The Authority accepts no
responsibility for the accuracy or otherwise for any interpretation or opinion on the law expressed herein.

The Authority, its employees and advisers make no representation or warranty and shall have no liability to
any person including any Applicant under any law, statute, rules or regulations or tort, principles of
restitution or unjust enrichment or otherwise for any loss, damages, cost or expense which may arise from
or be incurred or suffered on account of anything contained in this RFP or otherwise, including the
accuracy, adequacy, correctness, reliability or completeness of the RFP and any assessment, assumption,
statement or information contained therein or deemed to form part of this RFP or arising in any way in this
Selection Process.

The Authority also accepts no liability of any nature whether resulting from negligence or otherwise
however caused arising from reliance of any Applicant upon the statements contained in this RFP.

The Authority may in its absolute discretion, but without being under any obligation to do so, update,
amend or supplement the information, assessment or assumption contained in this RFP.

The issue of this RFP does not imply that the Authority is bound to select an Applicant or to appoint the
Selected Applicant, as the case may be, for the Consultancy and the Authority reserves the right to reject all
or any of the Proposals without assigning any reasons whatsoever.

The Applicant shall bear all its costs associated with or relating to the preparation and submission of its
Proposal including but not limited to preparation, copying, postage, delivery fees, expenses associated with
any demonstrations or presentations which may be required by the Authority or any other costs incurred in
connection with or relating to its Proposal. All such costs and expenses will remain with the Applicant and
the Authority shall not be liable in any manner whatsoever for the same or for any other costs or other
expenses incurred by an Applicant in preparation or submission of the Proposal, regardless of the conduct
or outcome of the Selection Process.
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INVITATION OF PROPOSAL

INTRODUCTION

1. Background

1.1 National Highways Authority of India (NHAI) is engaged in development of National

Highways entrusted to it by Ministry of Road Transport & Highways. As part of this endeavor,
the Authority has taken up development of the highways through Hybrid Annuity Model
(HAM) basis.
1.2 The Model Concession Agreements (MCA)/Contract documents stipulate that the
Concessionaire shall develop, implement and administer a surveillance and safety programme
for providing a safe environment on or about the Project Highways and/or shall comply with
the safety requirements set forth in Schedule ‘L’ of Model Concession Agreement (MCA) for
HAM projects (Please refer to the Annexure).
1.3 The Agreements also envisage that NHAI shall appoint an experienced and qualified firm or
organization as a “Safety Consultant” for carrying out safety audit of the Project Highway in
accordance with the safety requirements set forth in Schedule-L for the aforesaid Phases of
Project.
1.4 NHAI has empanelled firms as safety consultant for providing consultancy to the project
highway in accordance with the safety requirement set forth in the Schedules mentioned above.
Only those consultants who have been empanelled by NHAI are eligible to submit their
financial proposal and work shall be awarded on least cost basis.

1.2 Requests for Proposal

NHAI had invited applications from the interested firms for empanelment as safety consultants
for carrying out safety audit of the project highway in accordance with the safety requirement
setforth in Schedule ‘L’ of MCA of the HAM projects. In response to the invitation of
application for above mentioned assignment, 34 teams/23 firms/organizations have been
empanelled as circulated vide NHAI Policy Circular No. 204/2016 dated 19.04.2016 enclosed
as Appendix-I.

Further, for expeditious disposal, all ROs has been assigned for inviting RFP at their own
level, keeping in view the status of each project and do the procurement in consultation with
Technical Division at HQ.

NHAI now intends to appoint the empanelled firms or organizations for its various projects
HAM projects. The details of the projects for which safety consultant are to be appointed are
given in the RFP at Appendix-VI. Some survey activities as detailed in this RFP, which are
vital to know Road condition and having direct bearing on Road Safety Audit are part of the
Scope of work. Survey results are to be co-related with other Road Safety Audit Reports.

The RFP has been invited through e-tendering portal i.e. https://nhai.eproc.in/. The interested
Firm may download the RFP document from the e-tendering portal of the Employer. The Firm
who downloaded the RFP document from the website will be required to pay the non-
refundable fee of Rs. 5000/- towards cost of RFP, through DD as specified in procedure for e-
tender. The Financial Proposal, shall be submitted separately for each project on e-tendering
portal for which the firm may wish to apply in the format given in Appendix-II.

The RFP is open to all the empanelled consultants who may apply for only those projects in
which they do not find or anticipate conflict of interest as defined in this RFP. However, if a
bidder applies for DPR Consultancy, Independent/Authority Engineer and Safety Auditor, the
project awarded first shall prevail. Each team of two key personnel of a firm shall not be
eligible for award of more than two NHAI contract packages at any point of time. Further,
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firms empanelled for more than one team shall be eligible for award of multiple number of
packages depending on the number of empanelled teams. However, a firm shall also not be
allowed to propose more than one team for the same NHAI contract package.

Payments will be made on the basis of deliverable and not on man months. However, for
ensuring proper output and deliverables, minimum number of key personnel required for
carrying out the task and their experience and qualification has been detailed in this RFP
document.

The Performance Security to be submitted by the successful bidder will be 5% of the contract
value. The Performance Security should be valid for the duration of services plus six months.
The conditions regarding award of the work to firms are stipulated in the RFP.

1.3 Due diligence by Applicants

Applicants are encouraged to inform themselves fully about the assignment and the local conditions
before submitting the Proposal by paying a visit to the authority and the project site, sending written
queries to the authority, and attending a Pre-Proposal Query on the date and time specified in Clause
1.10.

1.4 Sale of RFP Document

RFP document can also be downloaded from the Official Website of the Authority from 24.07.2018
to hours 11:00 on 23.08.2018.

1.5 Validity of the Proposal

The Proposal shall be valid for a period of not less than 60 days from the Proposal Due Date (the
“PDD”).

1.6 Brief description of the Selection Process

Selection for project specific work will be done on least cost basis.

1.7 Currency of Financial Quotes

1.7.1 For the purposes of evaluation of Applicants, all financial quotes shall be made in INR and quotes
in other currencies shall not be accepted.

1.7.2 All payments to the Consultant shall be made in INR in accordance with the provisions of this RFP.
The Consultant may convert INR into any foreign currency as per Applicable Laws and the
exchange risk, if any, shall be borne by the Consultant.

1.8 Schedule of Selection Process –

The Authority would endeavor to adhere to the following schedule

Event Description Date

1. Last date for receiving queries/clarifications [13.08.2018]

2. Authority response to queries [16.08.2018]
3. Proposal Due Date or PDD [23.08.2018 upto 1100 hrs ]
4. Opening of Proposal [24.08.2018 at 1130 hrs.]
5. Letter of Award (LOA) [Within 10 days of PDD]
6. Signing of Agreement Within 21 days of LOA
7. Validity of Applications 60 days of Proposal Due Date
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1.9 Pre-Proposal visit to the Site and inspection of data

Prospective applicants may visit the site and review the available data at any time prior to PDD. For this
purpose, they will provide notice to the nodal officer (PD, PIU-Visakhapatnam) specified below at least two
days prior to the visit:

Phone: 0891-2707600, 2714119

Mobile: +91 72074 76666
Email: vis@nhai.org, nhaipiuvsp@gmail.com

1.10 Deleted.

1.11Communications

1.11.1 All communications including the submission of Proposal should be addressed to:

Shri Anil Dixit,

Regional Officer,
National Highways Authority of India,
Andhra Pradesh Region,
Plot No.21, Teacher’s Colony,
Gurunanak Nagar Road,
Vijayawada – 520 00
Phone: 0866-2483910
Email: rovijayawada@nhai.org, nhairovja@gmail.com

1.11.2 The Official Website of the Authority is: http://www.nhai.org and the e-tender portal is
https://etenders.gov.in. Applicants shall upload their proposal on the e-tender portal as per the
procedure specified in this RFP.

[Note: Please open the page https://etenders.gov.in and then page ‘*****’ to access all the
posted and uploaded documents related to this RFP].

1.11.3 All communications should contain the following information, to be marked at the top in bold
letters:

“RFP Notice No. NHAI/RO-VJA/11050/8/SC-NR/2018/

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2. INSTRUCTIONS TO APPLICANTS
2.1 Scope of Proposal

2.1.1 Detailed description of the objectives, scope of services, deliverables and other
requirements relating to this consultancy are specified in this RFP. Only empanelled firms
are eligible to apply in this RFP proposal. The manner in which the proposal is required to
be submitted, evaluated and accepted is explained in this RFP.

2.1.2 Applicants are advised that the selection of Consultant shall be on the basis of an
evaluation by the Authority through the Selection Process specified in this RFP.
Applicants shall be deemed to have understood and agreed that no explanation or
justification for any aspect of the Selection Process will be given and that the Authority’s
decisions are without any right of appeal whatsoever.

2.1.3 The Applicant shall submit its proposal in the form and manner specified in this RFP.
Upon selection, the Applicant shall be required to enter into an agreement with the
Authority in the format specified in the RFP.

1. Only those consultants who have been empanelled by NHAI and do not have any conflict
of interest as defined in this RFP are eligible to submit the financial proposal for any
project.
2. The proposal shall be prepared and uploaded strictly in the prescribed formats marked as:

“Appointment of safety consultant for HAM basis” of NHAI”

“Do not open, except in the presence of the Evaluation Committee”

The consultants are requested to ensure that they are quoting for projects for which
conflict of interest does not apply. In case of conflict of interest, their proposal may be
rejected summarily without assigning any reason and if the project has already been
awarded the same may be cancelled at any time even after award of the project.

2.1.4 Key Personnel - A firm must have at least the team of two key personnel (i.e. Senior Road
Safety Auditor & Team Leader and Traffic Planner) each of age not more than 65 years,
required for performing the safety consultants’ job for single NHAI contract package. The
consultancy team shall consist of the following key personnel (the “Key Personnel”) who
shall discharge their respective responsibilities are specified below

S. No Position No.
1 Senior Road Safety Auditor-cum-Team 1
Leader
2 Traffic Planner 1
Total 2

(i) Senior Road Safety Auditor-cum-Team Leader:

Essential Qualifications:
a. Graduate in Civil Engineering from Recognized University.
b. Minimum 15 years of experience in highway sector in senior position associated with
preparation of DPR/Supervision/Construction/Safety Audit/Work Zone Safety/Traffic
Planning etc. of 2/4/6-lanes highway projects and worked as Team Leader of NH/SH
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projects for at least 5 years or retired not below the rank of Superintending Engineer of
Central/State Govt./PSU or equivalent.

Preferential Qualifications:
a. Post Graduation in Traffic/Transportation/Safety /Highway Engineering.
b. Knowledge and exposure of National/International code of practice on road safety
audit through his/her CV.
c. Experience of road safety/work zone safety audit assignments or traffic/transport
planning.

(ii) Traffic Planner:

Essential Qualifications:
a. Graduate in Civil Engineering or Traffic Planning from Recognized University.
b. Minimum professional experience of 7 years in highway projects associated with
preparation of DPR/ Supervision/ Construction/Safety audit/Work zone safety/Traffic
Planning etc. of 2/4/6 lanes highway projects and worked as Dy. Team
Leader/Resident Engineer for at least 2 years or retired not below the rank of
Executive Engineer of Central/State Govt./PSU or equivalent.

Preferential Qualifications:

a. Master’s Degree in Traffic/Transport Planning/Transport Engineering.

b. Experience of traffic and/or transport planning.

2.1.4.1 It is necessary that the applicant shall retain the team proposed in empanelment. However in
case of non-availability of key personnel in bidding or subsequent stages, the empanelment of
the team/firm shall be deemed to be cancelled and the firm may submit fresh proposal in the
next phase of empanelment. The retaining of emanelled teams/firms shall be confirmed by the
concerned firm(s) during all subsequent phases of empanelment, which shall be updated by
NHAI from time to time.

2.1.4.2 The Sr. Road Safety Auditor cum Team Leader shall acquire the 15 days certification course
on Road Safety Audit from IAHE/IITs/NITs/IRF before commencement of safety consultancy
work, if he has not already done before award of the said work.

2.1.5 SUBMISSION OF DOCUMENTS: proposals should be uploaded in e-tender portal not later
than 11:00 hours on 23.08.2018. The proposals shall be opened on 24.08.2018 at 11:30 hours
in the presence of firms/organizations who chose to be present. NHAI shall not be liable for
any delay in submission of the proposal within the stipulated period on any account
whatsoever.

2.1.6 Original documents preferably in Hard Bound and Serially numbered as per Clause 2.13.2 shall be
submitted.

2.1.7 Financial proposal in the prescribed format (Appendix-II) includes breakdown of cost: of full
key personal team assignment. Incomplete submission of financial proposal is liable to be
rejected.

2.1.8 The financial proposal shall be strictly unconditional and unqualified, otherwise the same shall
be declared as non-responsive.
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2.2 Information for Firms

2.2.1 The proposal of the firm is liable to be rejected, if the firm makes any false or misleading
statement in the proposal, without prejudice to the rights of NHAI to initiate further
proceedings against the said firm(s).
2.2.2 At any time before the submission of proposals, NHAI may, for any reason, whether at its own
initiative or in response to a clarification requested by a consulting firm, modify the
Documents by amendment. The amendment will be notified in/ hosted on the website of NHAI
and the e-tender portal. All amendments will be binding on participating firms.
2.2.3. Coordinator: The firm shall designate its Senior Technical Director or Senior officer or the
Team Leader who has experience in Road/Bridge construction as the coordinator for the
assignment. The coordinator on date of commencement of services under this assignment shall
visit the site and acquaint himself with the project/assignment. Thereafter, the coordinator shall
be responsible for coordination of activities under the contract, interaction with NHAI and
signing all letters/reports on behalf of the firm. The inputs including site visits/visits to office of
NHAI during the entire period of services/contract of the Coordinator shall be incidental to this
assignment and no separate payment shall be made in this regard.

2.2.4 The Consultant shall as a part of this assignment will conduct road safety awareness
programs/workshops in the project stretch for NHAI staff, IE staff, concessionaire and road
users. Each workshop/awareness program will be of 1 (one) day with participation for NHAI
officers, Independent Engineer, concessionaire and road users. The cost of such
programme/workshop for maximum 6 persons from the project shall be deemed to be included
in the financial proposal of each project which will also include road safety pamphlets, posters,
banners and stationeries etc. for participant and site specific workshop/ awareness program
will be conducted by the consultant for the awarded project including local NGOS/Safety
agencies etc with support staff of consultant, Independent Engineer and concessionaire.

2.2.5 Expected Inputs of Experts and Support Staff:

2.2.5.1 Schedule ‘L’ prescribes the timelines for the assignments of Safety Consultants for various
stages of a project (development, construction and operation). In case of development period,
Para 4.3 of Schedule ‘L’ envisages that safety audit shall be completed in a period of 3
months. However, the drawings containing the design details to be provided by the
Concessionaire (Ref. Para 4.2 of Schedule ‘L’) and collection of any data required for various
audits is an ongoing process during the entire construction period of the project. Hence, the
Safety Consultant shall review the set of drawings/ designs as and when provided to them by
NHAI during the construction period of the project from safety perspective. Input of key
personnel can be intermittent as per the project requirement; However bidder will have to
indicate the man month of personnel with breakup of cost for each personnel to be engaged in
the work plan as part of their financial bid in the prescribed format number 1A of Appendix
IIC of this bid. It may be noted that CVs of only those key personnel having intermittent input
will be considered if the safety consultancy assignments in hand as on 7 days prior to PDD do
not exceed 1 ( one). The firm shall have to furnish information regarding deployment of
their proposed key personnel with their intermittent inputs in the number of projects
already in hand and the personnel deployed thereon in the prescribed form of the RFP at
Appendix II.

2.2.5.2 The firms/organizations shall make their own assessment of key and support personnel to
undertake the assignment. Additional staff or personnel if required (e.g. for fire, Mechanical
safety etc.) to complete the assignment in the prescribed time, must be provided, within the
total quoted cost only. NHAI shall not be responsible for any wrong assessment by the firms/
organizations and shall not in any case bear any additional cost arising therefrom. The firms
should assess the inputs at site and office for each expert and support staff for completing the
assignment within the above timelines, which shall be indicated by the firm in the Financial
Proposal. The firms should make its own arrangements for office space, equipment, computer
 10

hardware/software, etc. A certificate may be recorded by the Project Director, NHAI about the
presence of experts and support staff at site for release of payment as per cost breakup given
by the consultant.

2.2.6 Deliverables

S. No. Report Timeline

Development Stage ***

1 Inception Report covering all safety audit Within 20days of date of commencement
activities including finalisation of of services/ as per instruction of NHAI
methodology, implementing schedule, training depending on the project status
requirement as per TOR

2 Report on Training and Workshop including Within 45 days

report of technical gap observed during design
audit etc.

3 Collection of Road accident data and analysis Within one month from commencement of
of fatal and grievously injured accident with services.
black spot identification.

4 Draft Safety Report – Within 2½ months of date of

commencement of services or date of
handing over of good for construction
(GFC) drawings by the concessionaire/
contractor, whichever is later.

5 Final Safety Report Within 15 days of receiving comments by

NHAI/IE/Concessionaire

Construction

1. Collection of Road accident data and analysis Monthly

of fatal and grievously injured accident with
black spot identification

2. Submission of GAP report/Road Safety Audit At the start of Construction stage

Report i.e. First report on construction
Zone(s) works within one month of
commencement of construction/
maintenance works

3 Road Safety Audit Reports on all activities Quarterly

which were planned, actually executed and
planned for the next quarter.

4. Submission of audit report of work zone safety Each quarter for the period of
construction of project till
COD

5. Workshop report. Every Six month

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6 Final Safety report Within three months of COD/project

completion

Note ***
As the appointed Date for the project is about to declare, timelines for deliverables of Development
Stage/Construction Stage would run concurrently.

2.2.7 All reports including primary data shall be compiled, classified and submitted by the firm to
NHAI in soft form apart from the reports in hard form. The reports shall remain the property of
NHAI and shall not be used for any purpose other than that intended under these terms of
reference. All the reports will be submitted electronically in addition to 5 hard copies.

N.B.: It will be expected from the consultant to submit road safety audit report at the time of
COD of the project also. It may be noted that the empanelled firms shall be required to
ensure timely completion of the safety consultancy services of the projects awarded to
them in bid stage, in an effective manner strictly as per the contract. The performance
appraisal of the safety consultant shall be carried out by the Road Safety Cell based on
the report of the concerned Regional Officer / Project Director of NHAI. The firms shall
be liable for cancellation of empanelment and debarment in the event of defaults
attributable to the firm for non-timely completion/poor performance of services, for a
period of two years.

2.3 Conflict of Interest

2.3.1 An Applicant shall not have a conflict of interest that may affect the Selection Process or
the Consultancy (the “Conflict of Interest”). Any Applicant found to have a Conflict of
Interest shall be disqualified. In the event of disqualification, the Authority shall forfeit
and appropriate the Bid Security as mutually agreed genuine pre-estimated compensation
and damages payable to the Authority for, inter alia, the time, cost and effort of the
Authority including consideration of such Applicant’s Proposal, without prejudice to any
other right or remedy that may be available to the Authority hereunder or otherwise.

2.3.2 The Authority requires that the Consultant provides professional, objective, and impartial
advice and at all times hold the Authority’s interests paramount, avoid conflicts with other
assignments or its own interests, and act without any consideration for future work. The
Consultant shall not accept or engage in any assignment that would be in conflict with its
prior or current obligations to other clients, or that may place it in a position of not being
able to carry out the assignment in the best interests of the Authority.

2.3.3 Some guiding principles for identifying and addressing Conflicts of Interest have been
illustrated in the Guidance Note at Schedule-3. Without limiting the generality of the
above, an Applicant shall be deemed to have a Conflict of Interest affecting the Selection
Process, if:

(a) the Applicant, its consortium member (the “Member”) or Associate (or any constituent
thereof) and any other Applicant, its consortium member or Associate (or any constituent
thereof) have common controlling shareholders or other ownership interest; provided that
this disqualification shall not apply in cases where the direct or indirect shareholding or
ownership interest of an Applicant, its Member or Associate (or any shareholder thereof
having a shareholding of more than 5 per cent of the paid up and subscribed share capital
of such Applicant, Member or Associate, as the case may be) in the other Applicant, its
consortium member or Associate is less than 5% (five per cent) of the subscribed and paid
up equity share capital thereof; provided further that this disqualification shall not apply to
any ownership by a bank, insurance company, pension fund or a public financial
institution referred to in section 4A of the Companies Act, 1956. For the purposes of this
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Clause 2.3.3(a), indirect shareholding held through one or more intermediate persons shall
be computed as follows: (aa) where any intermediary is controlled by a person through
management control or otherwise, the entire shareholding held by such controlled
intermediary in any other person (the “Subject Person”) shall be taken into account for
computing the shareholding of such controlling person in the Subject Person; and (bb)
subject always to sub-clause (aa) above, where a person does not exercise control over an
intermediary, which has shareholding in the Subject Person, the computation of indirect
shareholding of such person in the Subject Person shall be undertaken on a proportionate
basis; provided, however, that no such shareholding shall be reckoned under this sub-
clause (bb) if the shareholding of such person in the intermediary is less than 26% (twenty
six per cent) of the subscribed and paid up equity shareholding of such intermediary; or
(b) a constituent of such Applicant is also a constituent of another Applicant; or
(c) such Applicant or its Associate receives or has received any direct or indirect subsidy or
grant from any other Applicant or its Associate; or
(d) such Applicant has the same legal representative for purposes of this Application as any
other Applicant; or
(e) such Applicant has a relationship with another Applicant, directly or through common
third parties, that puts them in a position to have access to each others’ information about,
or to influence the Application of either or each of the other Applicant; or
(f) there is a conflict among this and other consulting assignments of the Applicant (including
its personnel and Sub-consultant) and any subsidiaries or entities controlled by such
Applicant or having common controlling shareholders. The duties of the Consultant will
depend on the circumstances of each case. While providing consultancy services to the
Authority for this particular assignment, the Consultant shall not take up any assignment
that by its nature will result in conflict with the present assignment; or
(g) a firm which has been engaged by the Authority to provide goods or works or services for
a project, and its Associates, will be disqualified from providing consulting services for
the same project save and except as provided in Clause 2.3.4; conversely, a firm hired to
provide consulting services for the preparation or implementation of a project, and its
Members or Associates, will be disqualified from subsequently providing goods or works
or services related to the same project; or
(h) the Applicant, its Member or Associate (or any constituent thereof), and the bidder or
Concessionaire, if any, for the Project, its contractor(s) or sub-contractor(s) (or any
constituent thereof) have common controlling shareholders or other ownership interest;
provided that this disqualification shall not apply in cases where the direct or indirect
shareholding or ownership interest of an Applicant, its Member or Associate (or any
shareholder thereof having a shareholding of more than 5% (five per cent) of the paid up
and subscribed share capital of such Applicant, Member or Associate, as the case may be,)
in the bidder or Concessionaire, if any, or its contractor(s) or sub-contractor(s) is less than
5% (five per cent) of the paid up and subscribed share capital of such Concessionaire or its
contractor(s) or sub-contractor(s); provided further that this disqualification shall not apply
to ownership by a bank, insurance company, pension fund or a Public Financial Institution
referred to in section 4A of the Companies Act, 1956. For the purposes of this sub-clause
(h), indirect shareholding shall be computed in accordance with the provisions of sub-
clause (a) above. For purposes of this RFP, Associate means, in relation to the Applicant, a
person who controls, is controlled by, or is under the common control with such Applicant
(the “Associate”). As used in this definition, the expression “control” means, with respect
to a person which is a company or corporation, the ownership, directly or indirectly, of
more than 50% (fifty per cent) of the voting shares of such person, and with respect to a
person which is not a company or corporation, the power to direct the management and
policies of such person by operation of law or by contract.
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2.3.4 An Applicant eventually appointed to provide Consultancy for this Project, and its
Associates, shall be disqualified from subsequently providing goods or works or services
related to the construction and operation of the same Project and any breach of this
obligation shall be construed as Conflict of Interest; provided that the restriction herein
shall not apply after a period of 5 (five) years from the completion of this assignment or to
consulting assignments granted by banks/lenders at any time; provided further that this
restriction shall not apply to consultancy/advisory services performed for the Authority in
continuation of this Consultancy or to any subsequent consultancy/advisory services
performed for the Authority in accordance with the rules of the Authority. For the
avoidance of doubt, an entity affiliated with the Consultant shall include a partner in the
Consultant’s firm or a person who holds more than 5% (five per cent) of the subscribed
and paid up share capital of the Consultant, as the case may be, and any Associate thereof.

2.4 Number of Proposals

No Applicant shall submit more than one Application for each project. An Applicant shall
not be entitled to submit another application for the same project in any case otherwise; their
proposal will be rejected without assigning any reason.

2.5 Cost of Proposal

The Applicants shall be responsible for all of the costs associated with the preparation of their
proposals and their participation in the Selection Process including subsequent negotiation, visits
to the Authority, Project site etc. The Authority will not be responsible or in any way liable for
such costs, regardless of the conduct or outcome of the Selection Process.

2 .6 Site visit and verification of information

Applicants are encouraged to submit their respective Proposals after visiting the Project site
and ascertaining for themselves the site conditions, traffic, location, surroundings, climate,
access to the site, availability of drawings and other data with the Authority, Applicable Laws
and regulations or any other matter considered relevant by them.

2 .7 Acknowledgement by Applicant

2.7.1 It shall be deemed that by submitting the Proposal, the Applicant has:
(a) made a complete and careful examination of the RFP;
(b) received all relevant information requested from the Authority;
(c) acknowledged and accepted the risk of inadequacy, error or mistake in the information
provided in the RFP or furnished by or on behalf of the Authority or relating to any of the
matters referred to in Clause 2.6 above;
(d) satisfied itself about all matters, things and information, including matters referred to in
Clause 2.6 herein above, necessary and required for submitting an informed Application
and performance of all of its obligations there under;
(e) acknowledged that it does not have a Conflict of Interest; and
(f) agreed to be bound by the undertaking provided by it under and in terms hereof.

2.7.2 The Authority shall not be liable for any omission, mistake or error on the part of the
Applicant in respect of any of the above or on account of any matter or thing arising out of
or concerning or relating to RFP or the Selection Process, including any error or mistake
therein or in any information or data given by the Authority.
 14

2.8 Right to reject any or all Proposals

2.8.1 Notwithstanding anything contained in this RFP, the Authority reserves the right to accept
or reject any Proposal and to annul the Selection Process and reject all Proposals, at any
time without any liability or any obligation for such acceptance, rejection or annulment,
and without assigning any reasons thereof.

2.8.2 Without prejudice to the generality of Clause 2.8.1, the Authority reserves the right to
reject any Proposal if:
(a) at any time, a material misrepresentation is made or discovered, or
(b) the Applicant does not provide, within the time specified by the Authority, the
supplemental information sought by the Authority for evaluation of the Proposal.
(c) if Key Personal indicated by a firm matches with the Key Personal of another Empanelled
firm, proposals of both the firms will be rejected without assigning any reasons thereof.
(d) Misrepresentation/improper response by the Applicant may lead to the disqualification of
the Applicant. If such disqualification/rejection occurs after the Proposals have been
opened and the highest ranking (i.e. bidder with least quote) Applicant gets disqualified/
rejected, then the Authority reserves the right to consider the next best Applicant, or take
any other measure as may be deemed fit in the sole discretion of the Authority, including
annulment of the Selection Process.

B. DOCUMENTS

2.9 Contents of the RFP

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

Request for Proposal

1 Introduction
2 Instructions to Applicants
3 Criteria for Evaluation
4 Fraud and corrupt practices
5 Pre-Proposal Queries
6 Miscellaneous

Schedules
 Form of Agreement
 Terms of Reference
 Deployment of Personnel
 Estimate of Personnel Costs
 Approved Sub-Consultant(s)
 Cost of Services
 Payment Schedule
 Bank Guarantee for Performance Security

Guidance Note on Conflict of Interest

Appendices

Appendix-I: List of empanelled safety consultants

 15

Appendix-II: Financial Proposal

 Forwarding Letter
 Financial Proposal
 Estimate of Personnel Costs

2.10 Clarifications

2.10.1 Applicants requiring any clarification on the RFP may send their queries to the Authority in
writing before the date mentioned in the Schedule of Selection Process at Clause 1.8. The
envelopes shall clearly bear the following identification:

“Queries/Request for Additional Information concerning RFP for [Name of Project].”

The Authority shall Endeavour to respond to the queries within the period specified
therein but not later than 7 (seven) days prior to the Proposal Due Date. The responses will
be notified in the e-tender portal. The Authority will post the reply to all such queries on
the official website and the e-tender portal.

2.10.2 The Authority reserves the right not to respond to any questions or provide any
clarifications, in its sole discretion, and nothing in this Clause 2.10 shall be construed as
obliging the Authority to respond to any question or to provide any clarification.
2.11 Amendment of RFP

2.11.1 At any time prior to the deadline for submission of Proposal, the Authority may, for any
reason, whether at its own initiative or in response to clarifications requested by an
Applicant, modify the RFP document by the issuance of Addendum/Amendment and
posting it on the Official Website and the e-tender portal .

2.11.2 All such amendments will be notified on the official website and the e-tender portal along
with the revised RFP containing the amendments and will be binding on all Applicants.
2.11.3 In order to afford the Applicants a reasonable time for taking an amendment into account,
or for any other reason, the Authority may, in its sole discretion, extend the Proposal Due
Date.

C. PREPARATION AND SUBMISSION OF PROPOSAL

2.12 Language

The Proposal with all accompanying documents (the “Documents”) and all
communications in relation to or concerning the Selection Process shall be in English
language and strictly on the forms provided in this RFP. No supporting document or
printed literature shall be submitted with the Proposal unless specifically asked for and in
case any of these Documents is in another language, it must be accompanied by an
accurate translation of the relevant passages in English, in which case, for all purposes of
interpretation of the Proposal, the translation in English shall prevail.

2.13 Format and signing of Proposal

2.13.1 The Applicant shall provide all the information sought under this RFP. The Authority
would evaluate only those Proposals that are received in the specified forms and complete
in all respects.
 16

2.13.2 The Applicant shall prepare one original set of the following original documents preferably
in Hard Bound and Serially numbered which has to be submitted as per this RFP and
clearly marked “ORIGINAL”:-.

(a) Power of Attorney for signing the Application

(b) Copy of Memorandum of Understanding between JV partners, if applicable;

(c) No Conflict of interest certificate as per Appendix II

(d) Receipt of payment towards cost of RFP of Rs. 5,000/- (Rupees Five
thousand only) in the form of DD in favour of National Highways Authority
of India payable at Visakhapatnam;
(e) Bid Security (for the amount given in section 2.20.1 of this document)
through Demand Draft and
(f) Duly executed on plain paper ‘Integrity Pact’ as per enclosed format [need
not to be upload on the https://etenders.gov.in. in electronic form].

2.13.3 The Proposal shall be typed or written in indelible ink and signed by the authorized
signatory of the Applicant who shall initial each page, in blue ink. All the alterations,
omissions, additions, or any other amendments made to the Proposal shall be initialled by
the person(s) signing the Proposal. The Proposals must be properly signed by the
authorized representative (the “Authorized Representative”) as detailed below:

(a) by the proprietor, in case of a proprietary firm; or

(b) by a partner, in case of a partnership firm and/or a limited liability partnership/JV ;

or
(c) by a duly authorized person holding the Power of Attorney, in case of a Limited
Company or a corporation; or

2.13.4 Applicants should note the Proposal Due Date, as specified in Clause 1.8, for submission of
Proposals. Except as specifically provided in this RFP, no supplementary material will be
entertained by the Authority, and that evaluation will be carried out only on the basis of
Documents received by the closing time of Proposal Due Date as specified in Clause
2.17.1. Applicants will ordinarily not be asked to provide additional material information
or documents subsequent to the date of submission, and unsolicited material if submitted
will be summarily rejected. For the avoidance of doubt, the Authority reserves the right to
seek clarifications under and in accordance with the provisions of Clause 2.23.

2.14.1 If an individual Key Personnel makes a false averment regarding his qualification,
experience or other particulars, or his commitment regarding availability for the Project is
not fulfilled at any stage after signing of the Agreement, he shall be liable to be debarred
for any future assignment of the Authority for a period of 5 (five) years. The award of this
consultancy to the Applicant may also be liable to cancellation in such an event.

2.14.2 The Authority reserves the right to verify all statements, information and documents,
submitted by the Applicant in response to the RFP. Any such verification or the lack of
such verification by the Authority to undertake such verification shall not relieve the
Applicant of its obligations or liabilities hereunder nor will it affect any rights of the
Authority there under.

2.14.3 In case it is found during the evaluation or at any time before signing of the Agreement or
after its execution and during the period of subsistence thereof, that one or more of the
eligibility conditions have not been met by the Applicant or the Applicant has made
material misrepresentation or has given any materially incorrect or false information, the
Applicant shall be disqualified forthwith if not yet appointed as the Consultant either by
issue of the LOA or entering into of the Agreement, and if the Selected Applicant has
 17

already been issued the LOA or has entered into the Agreement, as the case may be, the
same shall, notwithstanding anything to the contrary contained therein or in this RFP, be
liable to be terminated, by a communication in writing by the Authority without the
Authority being liable in any manner whatsoever to the Applicant or Consultant, as the
case may be.

In such an event, the Authority shall forfeit and appropriate the Bid Security as mutually
agreed pre-estimated compensation and damages payable to the Authority for, inter alia,
time, cost and effort of the Authority, without prejudice to any other right or remedy that
may be available to the Authority.

2.15 Financial Proposal

2.15.1 Applicants shall submit the financial proposal in the formats at Appendix-IIA, IIB & IIC
(the “Financial Proposal”) clearly indicating the total cost of the Consultancy in both
figures and words, in Indian Rupees, and signed by the Applicant’s Authorized
Representative. In the event of any difference between figures and words, the amount
indicated in words shall prevail. In the event of a difference between the arithmetic total
and the total shown in the Financial Proposal, the lower of the two shall prevail.

2.15.2 While submitting the Financial Proposal, the Applicant shall ensure the following:

(i) All the costs associated with the assignment shall be included in the Financial
Proposal. These shall normally cover remuneration for all the Personnel (Expatriate
and Resident, in the field, office etc), accommodation, air fare, equipment, printing of
documents, surveys, geo-technical investigations etc. The total amount indicated in the
Financial Proposal shall be without any condition attached or subject to any
assumption, and shall be final and binding. In case any assumption or condition is
indicated in the Financial Proposal, it shall be considered non-responsive and liable to
be rejected.

(ii) The Financial Proposal shall take into account all expenses and tax liabilities. For the
avoidance of doubt, it is clarified that all taxes shall be deemed to be included in the
costs shown under different items of the Financial Proposal. Further, all payments
shall be subject to deduction of taxes at source as per Applicable Laws.

(iii) Costs (including break down of costs) shall be expressed in INR.

2.16 Submission of Proposal

2.16.1 The Applicants shall submit the Proposal in on e-tendering portal with all pages numbered
serially and by giving an index of submissions. Each page of the submission shall be
initialed by the Authorized Representative of the Applicant as per the terms of the RFP. In
case the proposal is submitted on the document down loaded from Official Website, the
Applicant shall be responsible for its accuracy and correctness as per the version uploaded
by the Authority and shall ensure that there are no changes caused in the content of the
downloaded document. In case of any discrepancy between the downloaded or
photocopied version of the RFP and the original RFP issued by the Authority, the latter
shall prevail.

2.16.2 Deleted.
 18

2.16.3 The Original Proposal, in Hard Bound Form serially numbered, as referred in Clause 2.13.2,
shall be submitted to:
Shri Anil Dixit,
Regional Officer,
National Highways Authority of India,
Andhra Pradesh Region,
Plot No.21, Teacher’s Colony,
Gurunanak Nagar Road,
Vijayawada – 520 00
Phone: 0866-2483910
Email: rovijayawada@nhai.org, nhairovja@gmail.com

2.16.4 The Financial Proposal shall be signed by the Authorized Representative of the Applicant.
All pages of the original Technical Proposal must be numbered and initialed by the person
or persons signing the Proposal.
2.16.5 The completed Proposal must be uploaded on or before the specified time on Proposal due
Date.

2.16.6 The Proposal shall be made in the Forms specified in this RFP. Any attachment to such
Forms must be provided on separate sheets of paper and only information that is directly
relevant should be provided. This may include photocopies of the relevant pages of printed
documents. No separate documents like printed annual statements, company brochures,
copy of contracts etc. will be entertained.
2.16.7 The rates quoted shall be firm throughout the period of performance of the assignment
upto and including acceptance of the Final Safety Report by the Authority and discharge
of all obligations of the Consultant under the Agreement.

2.17 Proposal Due Date

2.17.1 Proposal should be uploaded at or before 11:00 hrs on the Proposal Due Date specified at
Clause 1.8 at the address provided in Clause 1.11 in the manner and form as detailed in
this RFP.
2.17.2 The Authority may, in its sole discretion, extend the Proposal Due Date by issuing an
Addendum in accordance with Clause 2.11 uniformly for all Applicants.

2.18 Late Proposals

Proposals uploaded after the specified time on Proposal Due Date shall not be eligible for
consideration and shall be summarily rejected.

2.19 Modification/substitution/withdrawal of Proposals

2.19.1 The Applicant may modify, substitute, or withdraw its Proposal after submission, prior to
Proposal Due Date. No Proposal shall be modified, substituted, or withdrawn by the
Applicant on or after the Proposal Due Date.

2.19.2 The modification, substitution, or withdrawal notice shall be prepared and uploaded in
accordance with Clause 2.16 marked “MODIFICATION”, “SUBSTITUTION” or
“WITHDRAWAL”, as appropriate.

2.19.3 Any alteration/modification in the Proposal or additional information or material supplied

subsequent to the Proposal Due Date, unless the same has been expressly sought for by the
Authority, shall be disregarded.
 19

2.20 Bid Security

2.20.1 The Applicant shall furnish as part of its Proposal, a Bid Security of Rs. 25,000 (Twenty
five thousand) in the form of Demand Draft in favour of the National Highways Authority
of India payable at Visakhapatnam (the “Bid Security”), returnable not later than 30
(thirty) days from PDD except in case of the two highest ranked Applicants as required in
Clause 2.24.1. In the event that the first ranked Applicant commences the assignment as
required in Clause 2.29, the second ranked Applicant, who has been kept in reserve, shall
be returned its Bid Security forthwith, but in no case not later than 120 (one hundred and
twenty) days from PDD. The Selected Applicant’s Bid Security shall be returned, upon the
Applicant signing the Agreement and completing the Deliverables assigned to it for the
first 2 (two) months of the Consultancy in accordance with the provisions thereof.

2.20.2 Any Bid not accompanied by the Bid Security shall be rejected by the Authority as non-
responsive.

2.20.3 The Authority shall not be liable to pay any interest on the Bid Security and the same shall
be interest free.

2.20.4 The Applicant, by submitting its Application pursuant to this RFP, shall be deemed to have
acknowledged that without prejudice to the Authority’s any other right or remedy
hereunder or in law or otherwise, the Bid Security shall be forfeited and appropriated by
the Authority as the mutually agreed pre-estimated compensation and damage payable to
the Authority for, inter alia, the time, cost and effort of the Authority in regard to the RFP
including the consideration and evaluation of the Proposal under the following conditions:

(a) If an Applicant submits a non-responsive Proposal;

(b) If an Applicant engages in any of the Prohibited Practices specified in Section- 4 of this
RFP;
(c) If an Applicant withdraws its Proposal during the period of its validity as specified
in this RFP and as extended by the Applicant from time to time;
(d) In the case of the Selected Applicant, if the Applicant fails to reconfirm
its commitments during negotiations as required vide Clause 2.24.1;
(e) In the case of a Selected Applicant, if the Applicant fails to sign the Agreement or
commence the assignment as specified in Clauses 2.28 and 2.29 respectively; or
(f) If the Applicant is found to have a Conflict of Interest as specified in Clause 2.3.

D. EVALUATION

PROCESS 2.21 Evaluation of

Proposals

2.21.1 The Authority shall open the Proposals at 11:30 hours on the prescribed in the Cl.
1.8(4), at the place specified in Clause 1.11.1 and in the presence of the Applicants who
choose to attend.

2.21.2 Proposals for which a notice of withdrawal has been submitted in accordance with Clause
2.19 shall not be opened.
 20

2.21.4 The Authority reserves the right to reject any Proposal which is non-responsive and no
request for alteration, modification, substitution or withdrawal shall be entertained by
the Authority in respect of such Proposals.

2.21.5 The Authority shall subsequently examine and evaluate Proposals in accordance with
the Selection Process specified in the RFP.

2.21.6 A date, time and venue will be notified to all Applicants for opening of Financial
Proposals. Before opening of the Financial Proposals, the list of pre-qualified and
shortlisted Applicants be read out. The opening of Financial Proposals shall be done in
presence of respective representatives of Applicants who choose to be present. The
Authority will not entertain any query or clarification from Applicants who fail to
qualify at any stage of the Selection Process.

2.21.7 Applicants are advised that Selection will be entirely at the discretion of the Authority.
Applicants will be deemed to have understood and agreed that no explanation or
justification on any aspect of the Selection Process or Selection will be given.

2.21.8 Any information contained in the Proposal shall not in any way be construed as binding
on the Authority, its agents, successors or assigns, but shall be binding against the
Applicant if the Consultancy is subsequently awarded to it.

2.22 Confidentiality
Information relating to the examination, clarification, evaluation, and recommendation
for the selection of Applicants shall not be disclosed to any person who is not officially
concerned with the process or is not a retained professional adviser advising the
Authority in relation to matters arising out of, or concerning the Selection Process. The
Authority will treat all information, submitted as part of the Proposal, in confidence and
will require all those who have access to such material to treat the same in confidence.
The Authority may not divulge any such information unless it is directed to do so by
any statutory entity that has the power under law to require its disclosure or is to enforce
or assert any right or privilege of the statutory entity and/or the Authority.

2.23 Clarifications

2.23.1 To facilitate evaluation of Proposals, the Authority may, at its sole discretion, seek
clarifications from any Applicant regarding its Proposal. Such clarification(s) shall be
provided within the time specified by the Authority for this purpose. Any request for
clarification(s) and all clarification(s) in response thereto shall be in writing.

2.23.2 If an Applicant does not provide clarifications sought under Clause 2.23.1 above within the
specified time, its Proposal shall be liable to be rejected. In case the Proposal is not
rejected, the Authority may proceed to evaluate the Proposal by construing the particulars
requiring clarification to the best of its understanding, and the Applicant shall be barred
from subsequently questioning such interpretation of the Authority.

E. APPOINTMENT OF CONSULTANT
2.24 Negotiations
2.24.1 The Selected Applicant may, if necessary, be invited for negotiations. The negotiations
shall generally not be for reducing the price of the Proposal, but will be for re-confirming
the obligations of the Consultant under this RFP. Issues such as availability/ deployment
of Key Personnel as per empanelment, understanding of the RFP, methodology and
quality of the work plan shall be discussed during negotiations. In case the Selected
Applicant fails to reconfirm its commitment, the Authority reserves the right to designate
the next ranked Applicant as the Selected Applicant and invite it for negotiations.
 21

2.24.2 The Authority will ensure all key Professional Personnel in person and those not found
available shall be dealt as per Clause 2.24.1/Clause 2.25.1 respectively.

2.25 Substitution of Key Personnel

2.25.1 During negotiation, Firm will not be allowed to change the Team leader key
personnel as proposed at the time of empanelment; bids of those firms which propose
change of Team Leader Key Personnel during negotiation shall be liable to be cancelled
and the negotiation will be carried out with the next ranked applicant. Substitution of the
Traffic Planner key personnel will, however, be permitted on extreme grounds viz. death
or incapacity on medical grounds, subject to equally or better qualified and experienced
personnel being provided to the satisfaction of the Authority.

2.25.2 During implementation of the Agreement, the Authority expects all the Key Personnel to
be available. The Authority will not consider substitution of Key Personnel except for
reasons of any incapacity or due to health. Such substitution shall ordinarily be limited to
traffic planner Key Personnel subject to equally or better qualified and experienced
personnel being provided to the satisfaction of the Authority.

2.26 Indemnity
The Consultant shall, subject to the provisions of the Agreement, indemnify the Authority
for an amount not exceeding 3 (three) times the value of the Agreement for any direct loss
or damage that is caused due to any deficiency in services.

2.27 Award of Consultancy

After selection, a Letter of Award (the “LOA”) shall be issued, in duplicate, by the
Authority to the Selected Applicant and the Selected Applicant shall, within 7 (seven)
days of the receipt of the LOA, sign and return the duplicate copy of the LOA in
acknowledgement thereof. In the event the duplicate copy of the LOA duly signed by the
Selected Applicant is not received by the stipulated date, the Authority may, unless it
consents to extension of time for submission thereof, appropriate the Bid Security of such
Applicant as mutually agreed genuine pre-estimated loss and damage suffered by the
Authority on account of failure of the Selected Applicant to acknowledge the LOA, and
the next highest ranking Applicant may be considered.

2.28 Execution of Agreement

After acknowledgement of the LOA as aforesaid by the Selected Applicant, it shall
execute the Agreement within the period prescribed in Clause 1.8. The Selected Applicant
shall not be entitled to seek any deviation in the Agreement.

2.29 Commencement of assignment

The Consultant shall commence the Services at the Project site within 7 (seven) days of
the date of the Agreement, or such other date as may be mutually agreed. If the Consultant
fails to either sign the Agreement as specified in Clause 2.28 or commence the assignment
as specified herein, the Authority may invite the second ranked Applicant for negotiations.
In such an event, the Bid Security of the first ranked Applicant shall be forfeited and
appropriated in accordance with the provisions of Clause 2.20.4.

2.30 Proprietary data

Subject to the provisions of Clause 2.22, all documents and other information provided by
the Authority or submitted by an Applicant to the Authority shall remain or become the
property of the Authority. Applicants and the Consultant, as the case may be, are to treat
all information as strictly confidential. The Authority will not return any Proposal or any
information related thereto. All information collected, analyzed, processed or in whatever
manner provided by the Consultant to the Authority in relation to the Consultancy shall be
the property of the Authority.
 22

3. CRITERIA FOR EVALUATION

st
3.1 In the 1 stage, the responsiveness of the applicant’s proposal shall be checked as per the
key personnel proposed during the empanelment. Proposals with key personnel other than
the empanelment shall be liable to be non responsive and their financial proposals shall not
be opened. The applicants found responsive shall be short- listed which will be notified in
nd
the official website/ e-tender portal, for the opening of their financial proposals in 2
stage.

3.2 Evaluation of Financial Proposal

3.2.1 The financial evaluation will be carried out for all the responsive proposals as specified in
RFP.

3.2.2 For financial evaluation, the total cost indicated in the Financial Proposal, excluding
Taxes, Duties, Fees, Levies and other Charges imposed under the Applicable Law, will be
considered.

3.2.3 The Authority will determine whether the Financial Proposals are complete, unqualified and
unconditional. The cost indicated in the Financial Proposal shall be deemed as final and
reflecting the total cost of services. Omissions, if any, in costing any item shall not entitle
the firm to be compensated and the liability to fulfil its obligations as per the TOR within
the total quoted price shall be that of the Consultant.

3.2.4 The Selected Applicant shall be the first ranked Applicant (having the lowest quote). The
second ranked Applicant shall be kept in reserve and may be invited for negotiations in
case the first ranked Applicant withdraws, or fails to comply with the requirements
specified in Clauses of RFP.

4. FRAUD AND CORRUPT PRACTICES

4.1 The Applicants and their respective officers, employees, agents and advisers shall observe
the highest standard of ethics during the Selection Process. Notwithstanding anything to
the contrary contained in this RFP, the Authority shall reject a Proposal without being
liable in any manner whatsoever to the Applicant, if it determines that the Applicant has,
directly or indirectly or through an agent, engaged in corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice (collectively the “Prohibited”
Practices”) in the Selection Process. In such an event, the Authority shall, without
prejudice to its any other rights or remedies, forfeit and appropriate the Bid Security or
Performance Security, as the case may be, as mutually agreed genuine pre-estimated
compensation and damages payable to the Authority for, inter alia, time, cost and effort of
the Authority, in regard to the RFP, including consideration and evaluation of such
Applicant’s Proposal.
4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and the
rights and remedies which the Authority may have under the LOA or the Agreement, if an
Applicant or Consultant, as the case may be, is found by the Authority to have directly or
indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive practice during the Selection
Process, or after the issue of the LOA or the execution of the Agreement, such Applicant
or Consultant shall not be eligible to participate in any tender or RFP issued by the
Authority during a period of 2 (two) years from the date such Applicant or Consultant, as
the case may be, is found by the Authority to have directly or through an agent, engaged or
indulged in any corrupt practice, fraudulent practice, coercive, practice, undesirable
practice or restrictive practice, as the case may be.
 23

4.3 For the purposes of this Section, the following terms shall have the meaning hereinafter
respectively assigned to them:
(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence the action of any person connected with
the Selection Process (for avoidance of doubt, offering of employment to or
employing or engaging in any manner whatsoever, directly or indirectly, any official
of the Authority who is or has been associated in any manner, directly or indirectly
with the Selection Process or the LOA or has dealt with matters concerning the
Agreement or arising there from, before or after the execution thereof, at any time
prior to the expiry of one year from the date such official resigns or retires from or
otherwise ceases to be in the service of the Authority, shall be deemed to constitute
influencing the actions of a person connected with the Selection Process); or (ii) save
as provided herein, engaging in any manner whatsoever, whether during the Selection
Process or after the issue of the LOA or after the execution of the Agreement, as the
case may be, any person in respect of any matter relating to the Project or the LOA or
the Agreement, who at any time has been or is a legal, financial or technical
consultant/ adviser of the Authority in relation to any matter concerning the Project;

(b) “fraudulent practice” means a misrepresentation or omission of facts or disclosure of

incomplete facts, in order to influence the Selection Process;
(c) “coercive practice” means impairing or harming or threatening to impair or harm,
directly or indirectly, any persons or property to influence any person’s participation
or action in the Selection Process;
(d) “undesirable practice” means (i) establishing contact with any person connected with
or employed or engaged by the Authority with the objective of canvassing, lobbying
or in any manner influencing or attempting to influence the Selection Process; or (ii)
having a Conflict of Interest; and
(e) “restrictive practice” means forming a cartel or arriving at any understanding or
arrangement among Applicants with the objective of restricting or manipulating a full
and fair competition in the Selection Process.

5. PRE-PROPOSAL QUERY
5.1 Only those Applicants, who have downloaded the RFP from the Official Website for the
Authority, shall be allowed to participate in the Pre-Proposal Query.
5.2 During the course of Pre-Proposal Query, the Applicants will be free to seek clarifications
and make suggestions for consideration of the Authority. The Authority shall Endeavour to
provide clarifications and such further information as it may, in its sole discretion, consider
appropriate for facilitating a fair, transparent and competitive Selection Process.

6. MISCELLANEOUS
6.1 The Selection Process shall be governed by, and construed in accordance with, the laws of
India and the Courts at New Delhi shall have exclusive jurisdiction over all disputes arising
under, pursuant to and/or in connection with the Selection Process.
6.2 The Authority, in its sole discretion and without incurring any obligation or liability, reserves
the right, at any time, to:
(a) suspend and/or cancel the Selection Process and/or amend and/or supplement the
Selection Process or modify the dates or other terms and conditions relating thereto;
(b) consult with any Applicant in order to receive clarification or further information;
(c) retain any information and/or evidence submitted to the Authority by, on behalf of
and/or in relation to any Applicant; and/or
(d) independently verify, disqualify, reject and/or accept any and all submissions or other
information and/or evidence submitted by or on behalf of any Applicant.
 24

6.3 It shall be deemed that by submitting the Proposal, the Applicant agrees and releases the
Authority, its employees, agents and advisers, irrevocably, unconditionally, fully and finally
from any and all liability for claims, losses, damages, costs, expenses or liabilities in any
way related to or arising from the exercise of any rights and/or performance of any
obligations hereunder, pursuant hereto and/or in connection herewith and waives any and all
rights and/or claims it may have in this respect, whether actual or contingent, whether
present or future.

6.4 All documents and other information supplied by the Authority or submitted by an Applicant
shall remain or become, as the case may be, the property of the Authority. The Authority will
not return any submissions made hereunder. Applicants are required to treat all such
documents and information as strictly confidential.

6.5 The Authority reserves the right to make inquiries with any of the clients listed by the
Applicants in their previous experience record.
 25

DATA SHEET
(As Mentioned in Invitation of Proposal and Information for firms)

1.The Name of the Assignment is: Appointment of Safety Consultants for Six laning of
Narasannapeta - Ranasthalam section of NH-16 from design
Km 580.671 (Existing Km 580.700) to design Km 632.861
(Existing Km 634.000) (Design Length – 54.19 Km) in the
State of Andhra Pradesh under NHDP Phase V on Hybrid
Annuity Mode
2. The Name of the Client is: NHAI

3. The Description of the Project: The details of the projects for which safety consultant are
to be appointed are given in RFP. To obtain first hand
information on the assignment and on the local
conditions, Firms are encouraged to pay a visit to
Projects site before submitting a proposal.

5. The proposal shall be valid for 60 days after the last date of submission.

6. The Language of documents and correspondence will be English

7. The number of copies of the proposal required to be uploaded: 01 No.

8. The date and time of proposal submission on e-tender portal are: 23.08.2018 (up to 11:00
hrs) at https://etenders.gov.in.
9. Commencement of Assignment: The Consultants shall commence the services within seven
(7) days of the date of Signing of Contract Agreement.
10. Duration of Assignment: The duration of the assignment will be up to the
completion of the project.
ADDRESS FOR COMMUNICATION

Shri Anil Dixit,

Regional Officer,
National Highways Authority of India,
Andhra Pradesh Region,
Plot No.21, Teacher’s Colony,
Gurunanak Nagar Road,
Vijayawada – 520 00
Phone: 0866-2483910
Email: rovijayawada@nhai.org, nhairovja@gmail.com
11. Proposal Opening & Evaluation:
11.1 Evaluation of Financial Proposal.

11.2 For financial evaluation, total cost of financial proposal will be considered. This however,
does not include (i) GST, which are reimbursable (ii) any taxes and duties payable in
respect of expatriate key personnel.
11.3 The evaluation committee will determine whether the financial proposals are complete,
unqualified and unconditional. The cost indicated in the financial proposal shall be
deemed as final and reflecting the total cost of services. Omissions, if any, in costing any
item shall not entitle the firm to be compensated and the liability to fulfill its obligations as
per the terms of reference within the total quoted price shall be that of the consultant. The
evaluation shall exclude those taxes, duties, fees, levies and other charges imposed under
the applicable law as applicable on foreign and domestic inputs. The work will be awarded
on the least cost basis.
 26

PERFORMANCE SECURITY

12.1 The Performance Security to be submitted by the successful bidder will be 5% of the contract
value. The Performance Security should be valid for the duration of services plus Six months.
The consultant shall furnish within 10 days of the issue of Letter of Acceptance (LOA), an
unconditional Bank Guarantee from the Bank (Generally by SBI or its subsidiaries or any
Indian nationalized bank or IDBI or ICICI Bank or by a foreign bank through a correspondent
bank in India) for an amount equivalent to 5% of the total contract value to be received by him
towards Performance Security valid for a period of six months beyond the date of completion
of services.

12.1 Selection of firm for a particular assignment:

The selection is on Least Cost basis. For each assignment, quotes are obtained from bidders on
the basis of details/report of the Project mentioned in Appendix VI. The firms are encouraged
to visit the site before submitting the Financial Proposal. The firms have to upload Appendix-
II ie No conflict of Interest Certificate (specific only to the assignment) with the
Concessionaire and the Independent Engineer concerned; Technical proposal as per the
formats given in Form 1 – 7 and Financial Proposal as per the formats given Appendix II A, II
B and II C. The financial proposals of those firms not having any conflict of interest with the
Concessionaire and the Independent/Authority Engineer concerned and duly short listed only
would be opened on the date/ time to be notified in e-tender portal in the presence of the firms
who choose to attend. The financial proposal shall be strictly unconditional and unqualified,
otherwise the same shall be declared as non-responsive.

13. NEGOTIATION
i) Prior to the expiration period of validity of proposal, the NHAI shall notify the
successful firm by registered letter and may either issue LOA if negotiations are not
required or may invite it to negotiate the contract.
ii) 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
iii) Negotiations shall commence with a discussion of the proposed work plan, each key
personal to ascertain his availability. Agreement must then be reached on the TOR, 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
optimize the required outputs from the firm and to define clearly the inputs required
from the NHAI to ensure satisfactory implementation of the assignment.
iv) Having selected a firm, among other things, on the basis of an evaluation of proposed
key professional staff, the NHAI 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. NHAI shall not consider substitutions during
contract negotiations except in cases of incapacity of key professional staff for reasons
of health. The negotiations shall be concluded with a review of the draft form of
Contract. The NHAI and the firm will finalize the contract to conclude negotiations.
v) In case negotiations fail with the first invited firm, the second lowest firm shall be
invited and the same procedure shall be followed until successful negotiations are
concluded.
vi) The firms/organizations shall make their own assessment of key and support personnel
to undertake the assignment. Additional staff or personnel if required to complete the
assignment in the prescribed time, must be provided, within the total quoted cost only.
NHAI shall not be responsible for any wrong assessment by the firms/organizations and
shall not in any case bear any additional cost arising there from.
 27

14. Removal and/or Replacement of Personnel

Except as the Client may otherwise agree, no changes shall be made in the Key
Professional Personnel proposed at the time of empanelment. 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 replacement a person of equivalent or better
qualifications.
14.1 If the Client finds that any of the Personnel has committed serious misconduct or has been
charged with having committed a criminal action; or
14.2 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 equivalent or better qualifications and
experience acceptable to the Client.
Any of the Personnel provided as a replacement under Clauses 14.1 and 14.2 above, the
rate of remuneration applicable to such person as well as any reimbursable expenditures
(including expenditures due to the number of 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) for total replacement up to 50% of key personnel, remuneration shall
be reduced for each key personnel by 2.5% of the contract price and for total replacement
beyond 50% of the total of key personnel, the client may initiate action for termination /
debarment of such Consultant for future projects of NHAI for a period of 2 years.
15. Award, Signing of Contract Agreement and Commencement of Services: The Contract
shall be awarded through a Letter of Acceptance (LOA) to the preferred/selected firm On
issuance of LOA, preferred bidder will submit the performance security as mentioned
above for an amount of 5% of the bid price. The preferred firm shall sign the contract
agreement as per the draft enclosed at Appendix-III and commence the services within 7
days from the date of signing of contract. If the preferred firm fails to commence the
services, then BG provided by the firm shall be encashed by NHAI.
 28

Appendix II
Assignment of Safety Consultant - No Conflict of Interest Certificate

Name of Project:

Name of Concessionaire:

Name of Independent Engineer (IE) :

On behalf of our firm/organization and the proposed team members for the assignment of Safety
Consultant for above mentioned project, we certify that
(i) We have no financial interest in any of the above mentioned entities or in the contracts of the
Concessionaire and IE of above mentioned project.
(ii) We have had no previous employment by or financial ties to any of above mentioned
entities except for the following fee based consultancy services.

S. Name of Project Fee received from M/s Consultancy Fee Received Rs.)
No.

(iii) We have no professional or personal relationship with the above mentioned entities.
(iv) In case we are selected for the assignment, we shall not accept any direct/indirect employment/
consultancy with the above mentioned entities during the period of assignment.
(v) During the period of assignment, we shall not engage in discussion or make any agreement
with the above entities regarding employment/ consultancy after the assignment is over.
(vi) We shall remain impartial and independent of above entities.
(vii) We understand that NHAI may forfeit our security or blacklist or debar us for a minimum
2 years period in case any of above certifications is found incorrect.

(Signature of Authorized Representative)

 29

FORMAT FOR SUBMISSION OF THE PROPOSAL FOR APPOINTMENT OF

SAFETY CONSULTANT

 Form – 1:Forwarding Letter

 Form – 2: Details of Firm

 Form – 3:Approach & Methodology proposed for the assignment

 Form – 4: Deleted

 Form – 5: Work Plan

 Form – 6:Format of CV for proposed key staff


 Form-7:Details of Safety Consultancy Projects in hand of the proposed Key Personnel
 30

Form – 1

Forwarding Letter
Sub: Safety Consultant for HAM basis Projects.

-Application for appointment of Safety Consultant.

Dear Sir,

With reference to your RFP document dated *****, I/we, having examined the RFP
document and understood its contents, hereby submit my/our Application for appointment of
Safety Consultant for PPP Projects on DBFO/HAM basis/OMT/EPC Projects. The
Application is unconditional and unqualified.

2 All information provided in the Application, Appendices and Annexure is true and
correct and all documents accompanying such Application are true copies of their respective
originals.

3 I/ We acknowledge the right of the Authority to reject our Application without

assigning any reason or otherwise and hereby waive our right to challenge the same on any
account whatsoever.

4 I/We certify that in the last three years, I/we or any of the Members of Joint Venture
have neither failed to perform on any contract, as evidenced by imposition of a penalty or a
judicial pronouncement or arbitration award, nor been expelled from any project or contract
nor have had any contract terminated for breach on our part.

5. I/We agree and undertake to abide by all the terms and conditions of the RFP
document.

In witness thereof, I/We submit this application under and in accordance with the terms of the
RFP document.

Yours faithfully,

Date:

Place:

(Signature of the Authorized Representative)

(Name and designation)

Name and seal of the Firm

 31

Form – 2

Details of Firm
(to be furnished by individual firm or each of the constituent firms in case of JVs)

1. Month/ Year of incorporation of firm/ organization.

Name of Month/ Year Type of Organization

firm/ of
Country Individual Partnership Corporation Others
organization incorporation
(pl. describe)

Note: A copy of Certificate of Incorporation is to be furnished.

2. Office/Business Address/Telephone Nos.

3. Total experience in consultancy: …….Years
4. Consultancy Experience in Road & Bridge Projects: ………Years
5. INFRACON ID of the firm:
 32

Form - 3

APPROACH & METHODOLOGY PROPOSED FOR THE ASSIGNMENT

The firm/ organization based on its experience and after reviewing Schedule ‘L’ of MCA
shall:

1. list out the major tasks for safety audits during development (design audit) or
construction stages (development/construction) or maintenance stages separately for
Road & Bridge Projects.

2. propose sequencing of the tasks so as to complete the assignment within the

timelines given in Schedule ‘L’/Schedule “H” of Concession Agreement/Clause 10.1 of
EPC agreement.
3. list out the documents required for auditing;

4. propose checklist of items/ issues under each task; and

5. list out the staff inputs, equipment and system required for conducting the safety
audit as per above tasks/checklists. Please mention the systems available or any systems
exclusively developed by your firm to conduct such audits.

.
 33

Form -5

WORK PLAN

Work Plan (in the Form of Bar Chart)

st nd
(1 , 2 , etc. are weeks from the date of commencement of assignment)

S. Weeks
Description of task Persons in the team
No. responsible for the task
1st 2nd 3rd 4th
(A) Development Stage

(i)

(ii)

(iii)

(B) Construction
Stagega

(i)

(ii)

(iii)
 34

Form – 6

CURRICULUM VITAE (CV) OF KEY PERSONNEL (as submitted for empanelment)

1. Proposed Position: _______________________________________

2. Name of Firm : __________________________________________

3. Name of Key Personnel & Infracon ID: _____________________________ Recent

4. Profession : _____________________________________________ photograph

5. Date of Birth: _______________________ (pl. enclose proof)

6. Nationality: ___________________________________________________________

7. Years with Firm / Entity: ________________________________________________

8. Membership of Professional Societies: _____________________________________

Publication: (List of details of major technical reports/papers published in recognized national

and international journals)

9. Detailed Task Assigned: ________________________________________________

10. Educational Qualification:

(Summarize college/university and other specialized education of staff member, giving names of
schools, dates attended and degrees obtained). (Please enclose proof of qualification)

11. Employment Record:

(Starting with present position, list in reverse order, every employment held. List all positions
held by staff member since graduation, giving dates, names of employing organization, title of
positions held and location of assignments. For experience period of specific assignment must be
clearly mentioned, also give NHAI references, where appropriate).

12. Summary of the CV

(Furnish a summary of the above CV. The information in the summary shall be precise and
accurate. The information in the summary will have bearing on the evaluation of the CV).

A) Education:

Field of Graduation and year

Field of post-graduation and year

Any other specific qualification

B) Experience

Total Experience in the field relevant to the assignment: ___________ Yrs

Break-up of Total Experience, field – wise:

 35

Responsibilities held No. of Years

(i)

(ii)

(iii)

Relevant Specific Experience: ____________ Yrs.

C) Permanent Employment with the Firm (Yes/No):

If yes, how many years :

If no, what is the employment :

Arrangement with the firm? :

13. Details of the current assignment and the time duration for which services are required for the
current assignment.

Certification by the Candidate

I, the undersigned, (Name and Address) undertake that this CV correctly describes myself, my
qualification and my experience and NHAI would be at liberty to debar me if any information given in
the CV, in particular the Summary of Qualification & Experience vis-à-vis the requirements as per TOR
is found incorrect. I further undertake that I have neither been debarred by NHAI nor left any assignment
with the consultants engaged by NHAI/contracting firm for any continuing work of NHAI without
completing my assignment. I will be available to undertake the safety audit assignments for a minimum
period of 12 months. If I leave this assignment in the middle of the work, NHAI would be at liberty to
debar me from taking any assignment in any of the NHAI works for an appropriate period of time to be
decided by NHAI. I have no objection if my services are extended by NHAI 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 NHAI projects during the period of
assignment of this project and NHAI 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 of submission of proposal) including those for which LOA has been received by the firm and
the inputs in these assignments.

Signature of the Candidate ____________________

Place ____________________

Date ____________________
 36

Certification by the firm

The undersigned on behalf of ---------- (name of consulting firm) certify that the details of qualification
and experience 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 NHAI nor left his assignment with any other
consulting firm engaged by NHAI/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 NHAI, it
would be at liberty to remove the personnel from the present assignment and debar him for an
appropriate period to be decided by NHAI.

Signature of the Authorized Representative of the firm____________________

Place ____________________

Date ____________________
st
Note: i) Personnel is to affix his recent photograph on 1 page of CV.

ii) Complete Address and Phone Number of the Personnel is to be provided.

iii) Document for proof of age is to be enclosed.

iv) Documents for proof of qualifications shall be as uploaded in INFRACON.

v) Deleted.
vi) Age of personnel shall not be more than as specified.
vii) Each page of the CV shall be signed in ink by both the staff member and the
Authorized Representative of the firm before scanning and uploading on the e-
tender portal.
viii) The NHAI may verify the details mentioned in CV by writing to the Employer
indicated in the CV. The individual and the consultancy firm shall be liable for
debarment for any incorrect information.
 37

Form-7

Details of Safety Consultancy Projects in hand of the proposed Key Personnel

S. No. Nameof Key Name of Project in hand of the Position in which the Key
Personnel Key Personnel as on 7 days prior Personnel is Deployed in the
to the due date of this RFP Project

Signature of the Authorized Representative of the firm____________________

Place ____________________

Date ____________________
 38

Appendix II-A

Formats of Financial Proposal and Payment Terms:

FORWARDING LETTER OF FINANCIAL PROPOSAL

FROM: TO:
________________________ ________________________

________________________ ________________________

________________________ ________________________

Sir:
Subject: Appointment of Safety Consultants for “PPP projects on HAM basis”

- Financial/ Price Proposal.

We____________________________________ firm/organization herewith enclose the

*Financial/ Price Proposal for selection of our firm/organization as Safety Consultant for Project
mentioned at Sl. No.1, .. (name of the Project). We confirm that this offer is valid for 60 days from
due date for submission of this proposal.
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”.
Yours faithfully,
Signature________________

Full Name_______________

Designation______________

Address_________________

(Authorized Representative)

Note:-
1. The Financial/Price Proposal shall be filled strictly in the prescribed formats. The proposals not in
the prescribed formats and not containing full details shall be rejected.
 39

Appendix II-B

Format of Financial Proposal: – FOR DEVELOPMENT PERIOD

(FIVE MONTHS)/CONSTRUCTION PERIOD (THIRTY MONTHS)

Name of Project: __________________________________________________________

Total length of the Project: __________ Project No. _______________

(Separate sheet for each Project No.)

S. No. Description of services Amount Quoted

Figure Words

A Conducting Safety Audit including

Remuneration of Experts/Key Personnel
& support staff, boarding & lodging,
Transportation, Reports & Documents,
Deliverables, Cost of Office Space,
Equipment, Computer Hardware/
Software, etc. required for the assignment
inclusive of all Other Costs inclusive of
all taxes and insurance etc. for
Development Phase.

B Conducting Safety Audit including

Remuneration of Experts/Key Personnel
& support staff, boarding & lodging,
Transportation, Reports & Documents,
Deliverables, Cost of Office Space,
Equipment, Computer Hardware/
Software, etc. required for the assignment
inclusive of all Other Costs inclusive of
all taxes and insurance etc. for
Construction phase.

Total Fee of Assignment (A+B)

NOTE:
(i) Rate quoted shall include all expenditure required for the assignment.
(ii) The Financial Proposal shall take into account all types of tax liabilities including cost of
insurance.
 40

(iii) The firms/organizations shall take full responsibility for accuracy in assessment of above
amounts.

(iv) The Consultation GST will be reimbursed on demand

(v) The payment shall be made as per payment schedule given below.

(vi) Break up of cost of Assignment is to be given in Appendix IIC .

(vii) In case, bidder does not submit break down of cost of the Assignment, then his bid will be
considered as non-responsive.

(viii) The payment to the consultant will be made as per deliverable made by them and it will be
guided as per time line of deliverable mentioned in RFP

(ix) For OMT Projects format of financial proposal will remain the same as per BOT projects on
DBFOT basis.
 41

SUMMARY OF COST

S. Project/Package Total Amount for Development&

No. No Construction Phase
(A + B)

Amount in Figure Amount in Words

(Rs.) (Rs.)
1.
2.
3.
4.
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20

Note : For OMT Projects this sheet will be same.

 42

Appendix II C (a)

Break up of Cost of Assignment for Development Period (Five months),

1 (A) Remuneration of Key Personnel/Experts and Support Staff

Whether the Name of S. No. of Key

Key Personnel was Personnel in the Input of Staff Man
S. No. Position included in document List of Amount
Name documents for Rate months*
f or empanelment or no t
empanelment
(In Rs.)
Experts / Key
Personnel at office at site Total

1. Sr. Road Safety Auditor /

Team Leader
2 Traffic Planner

Sub-Total

Support
Staff Need
not be
named

1.
2.
3.

Sub-Total

TOTAL

Minimum man months for BOT projects on DBFOT/HAM/EPC basis for each Key Personnel are as under:

S. Key Personnel Development

No. (Home +Site)
1. Team Leader 2 months
2. Traffic Planner 3 months

1 (B) Boarding & Lodging and Per Diem for Site Visits

- Experts/Key Personnel

__ person-days @ _____

- Support Staff

__ person-days @ _____

Total _____(In Rs.)

 43

2 (A) Transportation at Site and Head Office

Vehicles …… Vehicle-month @ Rs. per vehicle-month = Rs. ___________

Total ___________(in Rs.)

2 (B) Duty Travel to Site

- Experts/ Key Personnel

__ round-trips @ _____

- Support Staff

__ round-trips @ _____

Total _____(In Rs.)

3. Reports and Document Costs

S. No. Description No. of copies Rate (Rs.) Amount (Rs.)

(a) Inception Report covering all
safety audit activities including
finalisation of methodology,
1X5=5
implementing schedule,
training requirement as per
1 TOR
(b) Report on Training and
Workshop including report of
1X5=5
technical gap observed during
design audit etc.
Collection of Road accident data and
3 analysis of fatal and grievously injured 1X5=5
accident with black spot identification
4 Draft Safety Report – 1X5=5

5 Final Safety Report 1X5=5

*** All the above reports have to be submitted in 5 sets.

4. Cost of office space, equipment, computer hardware/software etc. required for the assignment. (In
Rs.)

5. Other Cost (Pl. describe)

 44

Appendix II C (b)

Break up of Cost of Assignment for Construction Period (Thirty months),

1 (A) Remuneration of Key Personnel/Experts and Support Staff

Whether the Name of S. No. of Key

Key Personnel was Personnel in the Input of Staff Man
S. No. Position included in document List of Amount
Name documents for Rate months*
f or empanelment or no t
empanelment
(In Rs.)
Experts / Key
Personnel at office at site Total

1. Sr. Road Safety Auditor /

Team Leader
2 Traffic Planner

Sub-Total

Support
Staff Need
not be
named

1.
2.
3.

Sub-Total

TOTAL

Minimum man months for BOT projects on DBFOT/HAM/EPC basis for each Key Personnel are as under:

S. Key Personnel Construction

No. (Home + Site)
1. Team Leader 3 months
2. Traffic Planner 4 months

1 (B) Boarding & Lodging and Per Diem for Site Visits

- Experts/Key Personnel

__ person-days @ _____

- Support Staff

__ person-days @ _____

Total _____(In Rs.)

 45

2 (A) Transportation at Site and Head Office

Vehicles …… Vehicle-month @ Rs. per vehicle-month = Rs. ___________

Total ___________(in Rs.)

2 (B) Duty Travel to Site

- Experts/ Key Personnel

__ round-trips @ _____

- Support Staff

__ round-trips @ _____

Total _____(In Rs.)

4. Reports and Document Costs

S. No. Description No. of copies Rate (Rs.) Amount (Rs.)

Collection of Road accident data and
1 analysis of fatal and grievously injured 30 X 5 = 150
accident with black spot identification
2 Submission of GAP report 10 X 5 = 50
Road Safety Audit Reports on all
activities which were planned, actually
3 executed and planned for the next
10 X 5 = 50
quarter.
Submission of audit report of work
4 zone safety
10 X 5 = 50

5 Workshop report 5 X 5 = 25
Final Safety report
6 1X5=5

*** All the above reports have to be submitted in 5 sets.

6. Cost of office space, equipment, computer hardware/software etc. required for the assignment. (In
Rs.)

7. Other Cost (Pl. describe)

 46

DRAFT CONTRACT AGREEMENT

For Safety Consultant for (Development and Construction period) Six
laning of Narasannapeta - Ranasthalam section of NH-16 from design Km
580.671 (Existing Km 580.700) to design Km 632.861 (Existing Km 634.000)
(Design Length – 54.19 Km) in the State of Andhra Pradesh under NHDP
Phase V on Hybrid Annuity Mode

AGREEMENT No._________
\
This AGREEMENT (hereinafter called the “Agreement”) is made on the _________ day of the
month of ________ 2***, between, NHAI on the one hand, (hereinafter called the “Authority”
which expression shall include their respective successors
and permitted assigns, unless the context otherwise requires) and, on the other hand,
________________________ (hereinafter called the “Consultant” which expression shall
include
their respective successors and permitted assigns).

WHEREAS
(A) The Authority vide its letter_____ dated _______ has invited Request for Proposal for
Appointment of Safety Consultant (hereinafter called the “Consultancy”) for Six laning of
Ranasthalam – Anandapuram section of NH-16 from Km 634.000 to Km 681.000 in the State of
Andhra Pradesh under NHDP Phase V on Hybrid Annuity Mode (hereinafter called the
“Project”);
(B) the Consultant has submitted its proposals for the aforesaid work, whereby the Consultant
represented to the Authority that it had the required professional skills, and in the said proposals
the Consultant also agreed to provide the Services to the Authority on the terms and conditions as
set forth in the RFP and this Agreement; and
(C) the Authority, on acceptance of the aforesaid proposals of the Consultant, awarded the
Consultancy to the Consultant vide its Letter of Award dated _____________ (the “LOA”); and
(D) in pursuance of the LOA, the parties have agreed to enter into this Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. GENERAL

1.1 Definitions and Interpretation

1.1.1 The words and expressions beginning with capital letters and defined in this Agreement shall,
unless the context otherwise requires, have the meaning hereinafter respectively assigned to them:

(a) “Additional Costs” shall have the meaning set forth in Clause 6.1.2;
(b) “Agreement” means this Agreement, together with all the Annexes;
(c) “Agreement Value” shall have the meaning set forth in Clause 6.1.2;
(d) “Applicable Laws” means the laws and any other instruments having the force of law in India as
they may be issued and in force from time to time;
(e) “Confidential Information” shall have the meaning set forth in Clause 3.3;
(f) “Conflict of Interest” shall have the meaning set forth in Clause 3.2 read with the provisions of
RFP;
(g) “Dispute” shall have the meaning set forth in Clause 9.2.1;
(h) “Effective Date” means the date on which this Agreement comes into force and effect pursuant
to Clause 2.1;
 47

(i) “Expatriate Personnel” means such persons who at the time of being so hired had their domicile
outside India;
(j) “Government” means the [Government of India];

(k) “INR, Re. or Rs.” means Indian Rupees;

(l) “Member”, in case the Consultant consists of a joint venture or consortium of more than one
entity, means any of these entities, and “Members” means all of these entities;
(m) “Party” means the Authority or the Consultant, as the case may be, and Parties means both of
them;
(n) “Personnel” means persons hired by the Consultant or by any Sub-Consultant as employees and
assigned to the performance of the Services or any part thereof;
(o) “Resident Personnel” means such persons who at the time of being so hired had their domicile
inside India;
(p) “RFP” means the Request for Proposal document in response to which the Consultant’s proposal
for providing Services was accepted;
(q) “Services” means the work to be performed by the Consultant pursuant to this Agreement, as
described in the Terms of Reference hereto;
(r) “Sub-Consultant” means any entity to which the Consultant subcontracts any part of the Services
in accordance with the provisions of Clause 4.7; and
(s) “Third Party” means any person or entity other than the Government, the Authority, the
Consultant or a Sub-Consultant. All terms and words not defined herein shall, unless the context
otherwise requires, have the meaning assigned to them in the RFP.
1.1.2 The following documents along with all addenda issued thereto shall be deemed to form and be
read and construed as integral parts of this Agreement and in case of any contradiction between or
among them the priority in which a document would prevail over another would be as laid down
below beginning from the highest priority to the lowest priority:

(a) Agreement;
(b) Annexes of Agreement;
(c) RFP; and
(d) Letter of Award.

1.2 Relation between the Parties

Nothing contained herein shall be construed as establishing a relation of master and servant or of
agent and principal as between the Authority and the Consultant. The Consultant shall, subject to
this Agreement, have complete charge of Personnel performing the Services and shall be fully
responsible for the Services performed by them or on their behalf hereunder.

1.3 Rights and obligations

The mutual rights and obligations of the Authority and the Consultant shall be as set forth in the
Agreement, in particular:

(a) the Consultant shall carry out the Services in accordance with the provisions of the Agreement;
and
(b) the Authority shall make payments to the Consultant in accordance with the provisions of the
Agreement.
 48

1.4 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by the laws of
India, and the courts at New Delhi shall have exclusive jurisdiction over matters arising out of or
relating to this Agreement.

1.5 Language

All notices required to be given by one Party to the other Party and all other communications,
documentation and proceedings which are in any way relevant to this Agreement shall be in writing
and in English language.

1.6 Table of contents and headings

The table of contents, headings or sub-headings in this Agreement are for convenience of reference
only and shall not be used in, and shall not affect, the construction or interpretation of this
Agreement.

1.7 Notices

Any notice or other communication to be given by any Party to the other Party under or in
connection with the matters contemplated by this Agreement shall be in writing and shall:
(a) in the case of the Consultant, be given by facsimile or e-mail and by letter delivered by hand to
the address given and marked for attention of the Consultant’s Representative set out below in
Clause 1.10 or to such other person as the Consultant may from time to time designate by
notice to the Authority; provided that notices or other communications to be given to an
address outside ***** may, if they are subsequently confirmed by sending a copy thereof by
registered acknowledgement due, air mail or by courier, be sent by facsimile or e-mail to the
number as the Consultant may from time to time specify by notice to the Authority;
(b) in the case of the Authority, be given by facsimile or e-mail and by letter delivered by hand
and be addressed to the Authority with a copy delivered to the Authority Representative set out
below in Clause 1.10 or to such other person as the Authority may from time to time designate
by notice to the Consultant; provided that if the Consultant does not have an office in [New
Delhi] it may send such notice by facsimile or e-mail and by registered acknowledgement due,
air mailor by courier; and
(c) any notice or communication by a Party to the other Party, given in accordance herewith, shall
be deemed to have been delivered when in the normal course of post it ought to have been
delivered and in all other cases, it shall be deemed to have been delivered on the actual date
and time of delivery; provided that in the case of facsimile or e-mail, it shall be deemed to
have been delivered on the working days following the date of its delivery.

1.8 Location

The Services shall be performed at the site of the Project in accordance with the provisions of RFP
and at such locations as are incidental thereto, including the offices of the Consultant.
 49

1.9 Authority of Member-in-charge

In case the Consultant consists of a consortium of more than one entity, the Parties agree that the
Lead Member shall act on behalf of the Members in exercising all the Consultant’s rights and
obligations towards the Authority under this Agreement, including without limitation the receiving
of instructions and payments from the Authority.

1.10 Authorized Representatives

Project Administration:

Coordinator: NHAI

The NHAI designates PD, NHAI, of particular Project as the NHAI’s Coordinator. The Coordinator shall be
responsible for the coordination of activities under the Contract from NHAI side, for receiving and approving
invoices for payment, making payment of the consultancy, and for acceptance of the deliverables by the
NHAI.

Coordinator – Firm

The firm designated Mr…………., as their coordinator who shall be responsible for coordination of activities
under the Contract, interactions with GM (RSC), PD, RO, GM (Tech), NHAI HQ, New Delhi and signing all
letters/ reports on behalf of the firm.

1.10.1 Any action required or permitted to be taken, and any document required or permitted to be
executed, under this Agreement by the Authority or the Consultant, as the case may be, may be taken or
executed by the officials specified in this Clause 1.10.

1.10.2 The Authority may, from time to time, designate one of its officials as the Authority
Representative. Unless otherwise notified, the Authority Representative shall be: ************

***********
***********
***********
Tel: ******** Fax: ********* E-mail: *********

1.10.3 The Consultant may designate one of its employees as Consultant’s Representative. Unless
otherwise notified, the Consultant’s Representative shall be:

———————
———————
Tel: —————————
Mobile: —————————
Fax: —————————
Email: —————————

1.11 Taxes and duties

Unless otherwise specified in the Agreement, the Consultant shall pay all such taxes, duties, fees
and other impositions as may be levied under the Applicable Laws and the Authority shall perform
such duties in regard to the deduction of such taxes as may be lawfully imposed on it.
 50

2. COMMENCEMENT, COMPLETION AND TERMINATION OF AGREEMENT

2.1 Effectiveness of Agreement

This Agreement shall come into force and effect on the date of this Agreement (the Effective Date”).

2.2 Commencement of Services

The Consultant shall commence the Services within a period of 7 (seven) days from the Effective
Date, unless otherwise agreed by the Parties.

2.3 Termination of Agreement for failure to commence Services

If the Consultant does not commence the Services within the period specified in Clause 2.2 above,
the Authority may, by not less than 2 (two) weeks’ notice to the Consultant, declare this Agreement
to be null and void, and in the event of such a declaration, the Bid Security of the Consultant shall
stand forfeited.

2.4 Expiration of Agreement

Unless terminated earlier pursuant to Clauses 2.3 or 2.9 hereof, this Agreement shall, unless
extended by the Parties by mutual consent, expire upon expiry of a period of 90 (ninety) days after
the delivery of the final deliverable to the Authority.

2.5 Entire Agreement

2.5.1 This Agreement and the Annexes together constitute a complete and exclusive statement of the
terms of the agreement between the Parties on the subject hereof, and no amendment or
modification hereto shall be valid and effective unless such modification or amendment is agreed
to in writing by the Parties and duly executed by persons especially empowered in this behalf by
the respective Parties. All prior written or oral understandings, offers or other communications of
every kind pertaining to this Agreement are abrogated and withdrawn; provided, however, that the
obligations of the Consultant arising out of the provisions of the RFP shall continue to subsist and
shall be deemed to form part of this Agreement.

2.5.2 Without prejudice to the generality of the provisions of Clause 2.5.1, on matters not
covered by this Agreement, the provisions of RFP shall apply.

2.6 Modification of Agreement

Modification of the terms and conditions of this Agreement, including any modification of the
scope of the Services, may only be made by written agreement between the Parties. Pursuant to
Clauses 4.2.3 and 6.3 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 Agreement, “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,
 51

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 negligence or
intentional action of a Party or such Party’s Sub-Consultant 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 Agreement, 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 Agreement:

The failure of a Party to fulfil any of its obligations hereunder shall not be considered to
be a breach of, or default under, this Agreement insofar as such inability arises froman
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 Agreement.

2.7.3 Measures to be taken

(a) A Party affected by an event of Force Majeure shall take all reasonable measures to
remove such Party’s inability to fulfil 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 14 (fourteen) days following the
occurrence of such event, providing evidence of the nature and cause of such event, and
shall similarly give notice of the restoration of normal conditions as soon as possible.
(c) The Parties shall take all reasonable measures to minimize the consequences of any event
of Force Majeure.

2.7.4 Extension of time

Any period within which a Party shall, pursuant to this Agreement, 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 its inability to perform the Services as a result of an event of Force Majeure,
the Consultant shall be entitled to be reimbursed for additional costs reasonably and necessarily
incurred by it during such period for the purposes of the Services and in re-activating the Services
after the end of such period.

2.7.6 Consultation

Not later than 30 (thirty) days after the Consultant has, as the result of an event of Force Majeure,
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.
 52

2.8 Suspension of Agreement

The Authority may, by written notice of suspension to the Consultant, suspend all payments to the
Consultant hereunder if the Consultant shall be in breach of this Agreement or shall fail to perform
any of its obligations under this Agreement, including the carrying out of the Services; provided
that such notice of suspension (i) shall specify the nature of the breach or failure, and (ii) shall
provide an opportunity to the Consultant to remedy such breach or failure within a period not
exceeding 30 (thirty) days after receipt by the Consultant of such notice of suspension.

2.9 Termination of Agreement

2.9.1 By the Authority

The Authority may, by not less than 30 (thirty) days’ written notice of termination to the
Consultant, such notice to be given after the occurrence of any of the events specified in this
Clause 2.9.1, terminate this Agreement if:
(a) the Consultant fails to remedy any breach hereof or any failure in the performance of its
obligations hereunder, as specified in a notice of suspension pursuant to Clause 2.8
hereinabove, within 30 (thirty) days of receipt of such notice of suspension or within such
further period as the Authority may have subsequently granted in writing;
(b) the Consultant becomes insolvent or bankrupt or enters into any agreement with its
creditors for relief of debt or take advantage of any law for the benefit of debtors or goes
into liquidation or receivership whether compulsory or voluntary;
(c) the Consultant fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Clause 9 hereof;
(d) the Consultant submits to the Authority a statement which has a material effect on the
rights, obligations or interests of the Authority and which the Consultant knows to be
false;
(e) any document, information, data or statement submitted by the Consultant in its
Proposals, based on which the Consultant was considered eligible or successful, is found
to be false, incorrect or misleading;
(f) as the result of Force Majeure, the Consultant is unable to perform a material portion of
the Services for a period of not less than 60 (sixty) days; or
(g) the Authority, in its sole discretion and for any reason whatsoever, decides to terminate
this Agreement.

2.9.2 Cessation of rights and obligations

Upon termination of this Agreement pursuant to Clauses 2.3 or 2.9 hereof, or upon expiration of
this Agreement pursuant to Clause 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,
or which expressly survive such Termination;
(ii) the obligation of confidentiality set forth in Clause 3.3 hereof;
 53

(iii) the Consultant’s obligation to permit inspection, copying and auditing of such of its
accounts and records set forth in Clause 3.6, as relate to the Consultant’s Services
provided under this Agreement; and
(iv) any right or remedy which a Party may have under this Agreement or the Applicable Law.

2.9.3 Cessation of Services

Upon termination of this Agreement by notice of either Party to the other pursuant to Clauses
2.9.1, the Consultant 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 Consultant and equipment and materials furnished by the Authority, the
Consultant shall proceed as provided respectively by Clauses 3.9 or 3.10 hereof.

2.9.4 Payment upon Termination

Upon termination of this Agreement pursuant to Clauses 2.9.1, the Authority shall make the
following payments to the Consultant (after offsetting against these payments any amount that
may be due from the Consultant to the Authority):

(i) remuneration pursuant to Clause 6 hereof for Services satisfactorily performed prior to
the date of termination;
(ii) reimbursable expenditures pursuant to Clause 6 hereof for expenditures actually incurred
prior to the date of termination; and
(iii) except in the case of termination pursuant to sub-clauses (a) through (e) Clause2.9.1
hereof, reimbursement of any reasonable cost incidental to the prompt and orderly
termination of the Agreement including the cost of the return travel of the Consultant’s
personnel.

2.9.6 Disputes about Events of Termination

If disputes arise due to an event specified in Clause 2.9.1, aggrieved party may, within 30 (thirty)
days after receipt of notice hereof, and this Agreement shall not be terminated on account of such
event except in accordance with the terms of any resulting arbitral award.

3. OBLIGATIONS OF THE CONSULTANT

3.1 General

3.1.1 Standards of Performance

The Consultant shall perform the Services and carry out its 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 Consultant
shall always act, in respect of any matter relating to this Agreement or to the Services, as a
faithful adviser to the Authority, and shall at all times support and safeguard the Authority’s
legitimate interests in any dealings with Sub-Consultants or Third Parties.
 54

3.1.2 Terms of Reference

The scope of services to be performed by the Consultant is specified in the Terms of Reference (the
“TOR”) at Annex of this Agreement. The Consultant shall provide the Deliverables specified
therein in conformity with the time schedule stated therein.

3.1.3 Applicable Laws

The Consultant shall perform the Services in accordance with the Applicable Laws and shall take
all practicable steps to ensure that any Sub-Consultant, as well as the Personnel and agents of the
Consultant and any Sub-Consultant, comply with the Applicable Laws.

3.2 Conflict of Interest

3.2.1 The Consultant shall not have a Conflict of Interest and any breach hereof shall constitute
a breach of the Agreement.

3.2.2 Consultant and Affiliates not to be otherwise interested in the Project The Consultant agrees that,
during the term of this Agreement and after its termination, the Consultant or any Associate
thereof and any entity affiliated with the Consultant, as well as any Sub-Consultant and any entity
affiliated with such Sub-Consultant, shall be disqualified from providing goods, works, services,
loans or equity for any project resulting from or closely related to the Services and any breach of
this obligation shall amount to a Conflict of Interest; provided that the restriction herein shall not
apply after a period of five years from the completion of this assignment or to consulting
assignments granted by banks/ lenders at any time; provided further that this restriction shall not
apply to consultancy/ advisory services provided to the Authority in continuation of this
Consultancy or to any subsequent consultancy/ advisory services provided to the Authority in
accordance with the rules of the Authority. For the avoidance of doubt, an entity affiliated with the
Consultant shall include a partner in the Consultant’s firm or a person who holds more than 5%
(five per cent) of the subscribed and paid up share capital of the Consultant, as the case may be,
and any Associate thereof.

3.2.3 Prohibition of conflicting activities

Neither the Consultant nor its Sub-Consultant nor the Personnel of either of them shall
engage, either directly or indirectly, in any of the following activities:
(a) during the term of this Agreement, any business or professional activities which
would conflict with the activities assigned to them under this Agreement;
(b) after the termination of this Agreement, such other activities as may be specified
in the Agreement; or
(c) at any time, such other activities as have been specified in the RFP as Conflict
Of Interest.
(d) They should have no financial interest in any of the above mentioned entities or
in the contracts of the Concessionaire and IE of above mentioned project.
 55

(e) They should have had no previous employment by or financial ties to any of above mentioned
entities except for the fee based consultancy services and it should be clarified as mentioned below.

S. Name of Project Fee received from M/s Consultancy Fee Received Rs.)
No.

(f) They should have no professional or personal relationship with the above mentioned entities.
(g) In case they are selected for the assignment, they shall not accept any direct/ indirect employment/
consultancy with the above mentioned entities during the period of assignment.
(h) During the period of assignment, they shall not engage in discussion or make any agreement with the
above entities regarding employment/ consultancy after the assignment is over.

3.2.4 Consultant not to benefit from commissions, discounts, etc.

The remuneration of the Consultant pursuant to Clause 6 hereof shall constitute the Consultant’s
sole remuneration in connection with this Agreement or the Services and the Consultant shall not
accept for its own benefit any trade commission, discount or similar payment in connection with
activities pursuant to this Agreement or to the Services or in the discharge of its obligations
hereunder, and the Consultant shall use its best efforts to ensure that any Sub-Consultant, as well
as the Personnel and agents of either of them, similarly shall not receive any such additional
remuneration.

3.2.5 The Consultant and its Personnel shall observe the highest standards of ethics and shall not have
engaged in and shall not hereafter engage in any corrupt practice, fraudulent practice, coercive
practice, undesirable practice or restrictive practice (collectively the “Prohibited Practices”).
Notwithstanding anything to the contrary contained in this Agreement, the Authority shall be
entitled to terminate this Agreement forthwith by a communication in writing to the Consultant,
without being liable in any manner whatsoever to the Consultant, if it determines that the
Consultant has, directly or indirectly or through an agent, engaged in any Prohibited Practices in
the Selection Process or before or after entering into of this Agreement. In such an event, the
Authority shall forfeit and appropriate the performance security, if any, as mutually agreed
genuine pre-estimated compensation and damages payable to the Authority towards, inter alia, the
time, cost and effort of the Authority, without prejudice to the Authority’s any other rights or
remedy hereunder or in law.

3.2.6 Without prejudice to the rights of the Authority under Clause 3.2.5 above and the other rights and
remedies which the Authority may have under this Agreement, if the Consultant is found by the
Authority to have directly or indirectly or through an agent, engaged or indulged in any
Prohibited Practices, during the Selection Process or before or after the execution of this
Agreement, the Consultant shall not be eligible to participate in any tender or RFP issued during a
period of 2 (two) years from the date the Consultant is found by the Authority to have directly or
indirectly or through an agent, engaged or indulged in any Prohibited Practices.
 56

3.2.7 For the purposes of Clauses 3.2.5 and 3.2.6, the following terms shall have the meaning
hereinafter respectively assigned to them:

(a) “corrupt practice” means the offering, giving, receiving or soliciting, directly or indirectly,
of anything of value to influence the actions of any person connected with the
Selection Process (for removal of doubt, offering of employment or employing or
engaging in any manner whatsoever, directly or indirectly, any official of the Authority
who is or has been associated in any manner, directly or indirectly with Selection Process
or LOA or dealing with matters concerning the Agreement before or after the execution
thereof, at any time prior to the expiry of one year from the date such official resigns or
retires from or otherwise ceases to be in the service of the Authority, shall be deemed to
constitute influencing the actions of a person connected with the Selection Process); or (ii)
engaging in any manner whatsoever, whether during the Selection Process or after the
issue of LOA or after the execution of the Agreement, as the case may be, any person in
respect of any matter relating to the Project or the LOA or the Agreement, who at any
time has been or is a legal, financial or technical adviser the Authority in relation to any
matter concerning the Project;
(b) “fraudulent practice” means a misrepresentation or omission of facts or suppression of
facts or disclosure of incomplete facts, in order to influence the Selection Process;
(c) “coercive practice” means impairing or harming, or threatening to impair or harm,
directly or indirectly, any person or property to influence any person’s participation or
action in the Selection Process or the exercise of its rights or performance of its
obligations by the Authority under this Agreement;
(d) “undesirable practice” means (i) establishing contact with any person connected with or
employed or engaged by the Authority with the objective of canvassing, lobbying or in
any manner influencing or attempting to influence the Selection Process; or (ii) having a
Conflict of Interest; and
(e) “restrictive practice” means forming a cartel or arriving at any understanding or
arrangement among Applicants with the objective of restricting or manipulating a full and
fair competition in the Selection Process.

3.3 Confidentiality

The Consultant, its Sub-Consultants and the Personnel of either of them shall not, either during the
term or within two years after the expiration or termination of this Agreement disclose any
proprietary information, including information relating to reports, data, drawings, design software
or other material, whether written or oral, in electronic or magnetic format, and the contents
thereof; and any reports, digests or summaries created or derived from any of the foregoing that is
provided by the Authority to the Consultant, its Sub-Consultants and the Personnel; any
information provided by or relating to the Authority, its technology, technical processes, business
affairs or finances or any information relating to the Authority’s employees, officers or other
professionals or suppliers, customers, or contractors of the Authority; and any other information
which the Consultant is under an obligation to keep confidential in relation to the Project, the
Services or this Agreement (“Confidential Information”), without the prior written consent of the
Authority. Notwithstanding the aforesaid, the Consultant, its Sub-Consultants and the Personnel of
either of them may disclose Confidential Information to the extent that such Confidential
Information:
 57

(i) was in the public domain prior to its delivery to the Consultant, its Sub-Consultants and the
Personnel of either of them or becomes a part of the public knowledge from a source other
than the Consultant, its Sub-Consultants and the Personnel of either of them;
(ii) was obtained from a third party with no known duty to maintain its confidentiality;
(iii) is required to be disclosed by Applicable Laws or judicial or administrative or arbitral
process or by any governmental instrumentalities, provided that for any such disclosure,
the Consultant, its Sub-Consultants and the Personnel of either of them shall give the
Authority, prompt written notice, and use reasonable efforts to ensure that such disclosure
is accorded confidential treatment; and

(iv) is provided to the professional advisers, agents, auditors or representatives of the

Consultant or its Sub-Consultants or Personnel of either of them, as is reasonable under
the circumstances; provided, however, that the Consultant or its Sub-Consultants or
Personnel of either of them, as the case may be, shall require their professional advisers,
agents, auditors or its representatives, to undertake in writing to keep such Confidential
Information, confidential and shall use its best efforts to ensure compliance with such
undertaking.

3.4 Liability of the Consultant

3.4.1 The Consultant’s liability under this Agreement shall be determined by the Applicable
Laws and the provisions hereof.

3.4.2 The Consultant shall, subject to the limitation specified in Clause 3.4.3, be liable to the
Authority for any direct loss or damage accrued or likely to accrue due to deficiency
in Services rendered by it.

3.4.3 The Parties hereto agree that in case of negligence or willful misconduct on the part
of the Consultant or on the part of any person or firm acting on behalf of the
Consultant in carrying out the Services, the Consultant, with respect to damage caused
to the Authority’s property, shall not be liable to the Authority:
(i) for any indirect or consequential loss or damage; and
(ii) for any direct loss or damage that exceeds (a) the Agreement Value set forth
in Clause 6.1.2 of this Agreement, or (b) the proceeds the Consultant may be
entitled to receive from any insurance maintained by the Consultant to cover
such a liability in accordance with Clause 3.5.2, whichever of (a) or (b) is
higher.
3.4.4 This limitation of liability specified in Clause 3.4.3 shall not affect the Consultant’s liability, if
any, for damage to Third Parties caused by the Consultant or any person or firm acting on behalf
of the Consultant in carrying out the Services subject, however, to a limit equal to 3 (three) times
the Agreement Value.

3.5 Insurance to be taken out by the Consultant

3.5.1 (a) The Consultant shall, for the duration of this Agreement, take out and maintain, and shall cause
any Sub-Consultant to take out and maintain, at its (or the Sub-Consultant’s, as the case may be)
own cost, but on terms and conditions approved by the Authority, insurance against the risks, and
for the coverages, as specified in the Agreement and in accordance with good industry practice.
 58

(b) Within 15 (fifteen) days of receiving any insurance policy certificate in respect of
insurances required to be obtained and maintained under this clause, the Consultant shall furnish to
the Authority, copies of such policy certificates, copies of the insurance policies and evidence that
the insurance premia have been paid in respect of such insurance. No insurance shall be cancelled,
modified or allowed to expire or lapse during the term of this Agreement.
(c) If the Consultant fails to effect and keep in force the aforesaid insurances for which it is
responsible pursuant hereto, the Authority shall, apart from having other recourse available under
this Agreement, have the option, without prejudice to the obligations of the Consultant, to take out
the aforesaid insurance, to keep in force any such insurances, and pay such premia and recover the
costs thereof from the Consultant, and the Consultant shall be liable to pay such amounts on
demand by the Authority.
(d) Except in case of Third Party liabilities, the insurance policies so procured shall mention
the Authority as the beneficiary of the Consultant and the Consultant shall procure an
undertaking from the insurance company to this effect; provided that in the event the Consultant
has a general insurance policy that covers the risks specified in this Agreement and the amount of
insurance cover is equivalent to 3 (three) times the cover required hereunder, such insurance
policy may not mention the Authority as the sole beneficiary of the Consultant or require an
undertaking to that effect.
3.5.2 The Parties agree that the risks and coverages shall include but not be limited to the following:
(a) Third Party liability insurance as required under Applicable Laws, with a minimum
coverage of [Rs. 1 (one) million] ;
(b) Employer’s liability and workers’ compensation insurance in respect of the Personnel of the
Consultant and of any Sub-Consultant, in accordance with Applicable Laws; and
(c) professional liability insurance for an amount no less than the Agreement Value. The
indemnity limit in terms of “Any One Accident” (AOA) and “Aggregate limit on the policy
period” (AOP) should not be less than the amount stated in Clause 6.1.2 of the Agreement. In
case of consortium, the policy should be in the name of Lead Member and not in the name of
individual Members of the consortium.

3.6 Accounting, inspection and auditing

The Consultant shall:

(a) keep accurate and systematic accounts and records in respect of the Services provided under this
Agreement, 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 basis thereof
(including the basis of the Consultant’s costs and charges); and

(b) Deleted.

3.7 Consultant’s actions requiring the Authority’s prior approval

The Consultant shall obtain the Authority’s prior approval in writing before taking any of the
following actions:
(a) appointing such members of the Key Personnel as are not listed herein.
(b) any other action that is not specified in this Agreement.
 59

3.8 Reporting obligations

The Consultant shall submit to the Authority the reports and documents specified in the
Agreement, in the form, in the numbers and within the time periods set forth therein.

3.9 Documents prepared by the Consultant to be property of the Authority

3.9.1 All plans, drawings, specifications, designs, reports and other documents (collectively
referred to as “Consultancy Documents”) prepared by the Consultant in performing the Services
shall become and remain the property of the Authority, and all intellectual property rights in such
Consultancy Documents shall vest with the Authority. Any Consultancy Document, of which the
ownership or the intellectual property rights do not vest with the Authority under law, shall
automatically stand assigned to the Authority as and when such Consultancy Document is created
and the Consultant agrees to execute all papers and to perform such other acts as the Authority
may deem necessary to secure its rights herein assigned by the Consultant.

3.9.2 The Consultant shall, not later than termination or expiration of this Agreement, deliver all
Consultancy Documents to the Authority, together with a detailed inventory thereof. The
Consultant may retain a copy of such Consultancy Documents. The Consultant, shall not use these
Consultancy Documents for purposes unrelated to this Agreement without prior written approval
of the Authority.

3.9.3 The Consultant shall hold the Authority harmless and indemnified for any losses, claims, damages,
expenses (including all legal expenses), awards, penalties or injuries (collectively referred to as
‘claims’) which may arise from or due to any unauthorized use of such Consultancy Documents,
or due to any breach or failure on part of the Consultant or its Sub-Consultants or a Third Party to
perform any of its duties or obligations in relation to securing the aforementioned rights of the
Authority.

3.11 Providing access to Project Office and Personnel

The Consultant shall ensure that the Authority, and officials of the Authority having authority
from the Authority, are provided unrestricted access to the Project Office and to all Personnel
during office hours. The Authority’s official, who has been authorized by the Authority in this
behalf, shall have the right to inspect the Services in progress, interact with Personnel of the
Consultant and verify the records relating to the Services for his satisfaction.

3.12. Accuracy of Documents

The Consultant shall be responsible for accuracy of the data collected by it directly or procured
from other agencies/authorities, the designs, drawings, estimates and all other details prepared by
it as part of these services. Subject to the provisions of Clause 3.4, it shall indemnify the Authority
against any inaccuracy in its work which might surface during implementation of the Project, if
such inaccuracy is the result of any negligence or inadequate due diligence on part of the
Consultant or arises out of its failure to conform to good industry practice. The Consultant shall
also be responsible for promptly correcting, at its own cost and risk, the drawings including any
re-survey / investigations.
 60

4. CONSULTANT’S PERSONNEL AND SUB-CONSULTANTS

4.1 General

The Consultant shall employ and provide such qualified and experienced Personnel as may be
required to carry out the Services.

4.2 Deployment of Personnel

4.2.1 The designations, names and the estimated periods of engagement in carrying out the Services by
each of the Consultant’s Personnel are described in this Agreement. The estimate of Personnel
costs and manday rates are specified in this Agreement.

4.2.2 Adjustments with respect to the estimated periods of engagement of Personnel set forth Authority,
provided that: (i) such adjustments shall not alter the originally estimated period of engagement of
any individual by more than 20% (twenty per cent) or one week, whichever is greater, and (ii) the
aggregate of such adjustments shall not cause payments under the Agreement to exceed the
Agreement Value set forth in Clause 6.1.2 of this Agreement. Any other adjustments shall only be
made with the written approval of the Authority.

4.2.3 If additional work is required beyond the scope of the Services specified in the Terms of
Reference, the estimated periods of engagement of Personnel, set forth in the Annexes of the
Agreement may be increased by agreement in writing between the Authority and the Consultant,
provided that any such increase shall not, except as otherwise agreed, cause payments under this
Agreement to exceed the Agreement Value set forth in Clause 6.1.2.

4.3 Approval of Personnel

4.3.1 The Key Personnel listed in the Agreement are hereby approved by the Authority. No other Key
Personnel shall be engaged without prior approval of the Authority.

4.3.2 If the Consultant hereafter proposes to engage any person as Key Personnel, it shall submit to the
Authority its proposal along with a CV of such person in the form provided in the RFP. the
Authority may approve or reject such proposal within 14 (fourteen) days of receipt thereof. In case
the proposal is rejected, the Consultant may propose an alternative person for the Authority’s
consideration.
4.4 Substitution of Key Personnel
The Authority expects all the Key Personnel specified in the Proposal to be available during
implementation of the Agreement. The Authority will not consider any substitution of Key
Personnel except under compelling circumstances beyond the control of the Consultant and the
concerned Key Personnel. Such substitution shall be limited to not more than one Key Personnel
subject to equally or better qualified and experienced personnel being provided to the satisfaction
of the Authority. Without prejudice to the foregoing, substitution of one Key Personnel shall be
permitted subject to reduction of remuneration as already specified in RFP.
 61

5. OBLIGATIONS OF THE AUTHORITY

5.1 Payment
In consideration of the Services performed by the Consultant under this Agreement, the Authority
shall make to the Consultant such payments and in such manner as is provided in Clause 6 of this
Agreement.

5.2 Law Governing Contract and Languages:

The Contract shall be governed by the laws of Union of India and the language of the Contract shall
be English.

The firm shall indemnify and hold harmless the NHAI against any and all claims, demands and / or
judgments of any nature brought against the NHAI arising out of the services by the firm and its staff
under this Contract. The obligation under this paragraph shall survive even after the termination of
this Contract.

5.3 Taxes:

The firm shall pay the taxes, duties fee, levies and other impositions levied under the Applicable law
and the NHAI shall perform such duties in this regard to the deduction of such tax as may be lawfully
imposed.

6. PAYMENT TO THE CONSULTANT

6.1Cost estimates and Agreement Value

6.1.1 An abstract of the cost of the Services payable to the Consultant is set forth herein the Agreement.
6.1.2 Except as may be otherwise agreed under Clause 2.6 and subject to Clause 6.3, the payments
under this Agreement shall not exceed the agreement value specified herein (the “Agreement
Value”). The Parties agree that the Agreement Value is Rs. ………. (Rupees
…………………….), which does not include the Additional Costs specified in this agreement
(the “Additional Costs”).

6.2 Currency of payment

All payments shall be made in Indian Rupees.

6.3 Mode of billing and payment

(a) The Consultant shall be paid for its services as per the Payment Schedule of this
Agreement, subject to the Consultant fulfilling the following conditions:
(i) Deleted.
(ii) The Authority shall pay to the Consultant, only the undisputed amount.

(b) The Authority shall cause the payment due to the Consultant to be made within 30
(thirty) days after the receipt by the Authority of duly completed bills with necessary
particulars (the “Due Date only after the final report and a final statement, identified as
such, shall have been submitted by the Consultant and approved as satisfactory by the
Authority. The Services shall be deemed completed and finally accepted by the Authority
and the final deliverable shall be deemed approved by the Authority as satisfactory
upon expiry of 90 (ninety) days after receipt of the final deliverable by the Authority
 62

unless the Authority, within such 90 (ninety) day period, gives written notice to the
Consultant specifying in detail, the deficiencies in the Services. The Consultant shall
thereupon promptly make any necessary corrections and/or additions, and upon
completion of such corrections or additions, the foregoing process shall be repeated. The
Authority shall make the final payment upon acceptance or deemed acceptance of the
final deliverable by the Authority.
(c) Any amount which the Authority has paid or caused to be paid in excess of the amounts
actually payable in accordance with the provisions of this Agreement shall be reimbursed
by the Consultant to the Authority within 30 (thirty) days after receipt by the Consultant
of notice thereof. Any such claim by the Authority for reimbursement must be made
within 1 (one) year after receipt by the Authority of a final report in accordance with
Clause 6.3 (d). Any delay by the Consultant in reimbursement by the due date shall attract
simple interest @ 10% (ten percent) per annum.
(d) In the event the Concession Agreement does not get executed within one year of the
Effective Date the Final Payment shall not become due to the Consultant, save and except
the costs incurred for meeting its reimbursable expenses during the period after expiry of
18 (eighteen) weeks from the Effective Date, including travel costs and personnel costs, at
the agreed rates.
(e) All payments under this Agreement shall be made to the account of the Consultant as
may be notified to the Authority by the Consultant.

7. LIQUIDATED DAMAGES AND PENALTIES

7.1 Performance Security

7.1.1 The Authority shall retain by way of performance security (the “Performance Security”), 5%
(five per cent) of all the amounts due and payable to the Consultant, to be appropriated the
contract amount against breach of this Agreement or for recovery of liquidated damages as
specified in Clause 7.2 herein. The balance remaining out of the Performance Security shall
be returned to the Consultant at the end of 3 (three) months after the expiration of this
Agreement pursuant to Clause 2.4 hereof.

7.1.2 The Consultant may, in lieu of retention of the amounts as referred to in Clause 7.1.1 above,
furnish a Bank Guarantee substantially in the form specified in this Agreement.

7.2 Liquidated Damages

7.2.1 Liquidated Damages for error/variation:

In case any error or variation is detected in the reports submitted by the Consultant and such error
or variation is the result of negligence or lack of due diligence on the part of the Consultant, the
consequential damages thereof shall be quantified by the Authority in a reasonable manner and
recovered from the Consultant by way of deemed liquidated damages, subject to a maximum of
50% (fifty per cent) of the Performance security.

7.2.2 Liquidated Damages for delay:

In case of delay in completion of Services, liquidated damages not exceeding an amount equal to
0.2% (zero point two per cent) of the Agreement Value per day, subject to a maximum of 10% (ten
per cent) of the Agreement Value will be imposed and shall be recovered by appropriation from the
Performance Security or otherwise. However, in case of delay due to reasons beyond the control of
the Consultant, suitable extension of time shall be granted.
 63

7.2.3 Encashment and appropriation of Performance Security:

The Authority shall have the right to invoke and appropriate the proceeds of the Performance
Security, in whole or in part, without notice to the Consultant in the event of breach of this
Agreement or for recovery of liquidated damages specified in this Clause 7.2.

7.3 Penalty for deficiency in Services

In addition to the liquidated damages not amounting to penalty, as specified in Clause 7.2, warning
may be issued to the Consultant for minor deficiencies on its part. In the case of significant
deficiencies in Services causing adverse effect on the Project or on the reputation of the Authority,
other penal action including debarring for a specified period may also be initiated as per policy of
the Authority.

8. FAIRNESS AND GOOD FAITH

8.1 Good Faith

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

8.2 Operation of the Agreement

The Parties recognize that it is impractical in this Agreement to provide for every contingency
which may arise during the life of the Agreement, and the Parties hereby agree that it is their
intention that this Agreement shall operate fairly as between them, and without detriment to the
interest of either of them, and that, if during the term of this Agreement either Party believes that
this Agreement 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 failure to agree on any
action pursuant to this Clause shall not give rise to a dispute subject to arbitration in accordance
with Clause 9 hereof.

9. SETTLEMENT OF DISPUTES

9.1 Amicable settlement

The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection
with this Agreement or the interpretation thereof.

9.2 Dispute resolution

9.2.1 Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in
relation to this Agreement (including its interpretation) between the Parties, and so notified in
writing by either Party to the other Party (the “Dispute”) shall, in the first instance, be attempted
to be resolved amicably in accordance with the conciliation procedure set forth in Clause 9.3.

9.2.2 The Parties agree to use their best efforts for resolving all Disputes arising under or in respect of
this Agreement promptly, equitably and in good faith, and further agree to provide each other with
reasonable access during normal business hours to all non- privileged records, information and
data pertaining to any Dispute.
 64

9.3 Conciliation
In the event of any Dispute between the Parties, either Party may call upon ***** Department]
and the Chairman of the Board of Directors of the Consultant or a substitute thereof for amicable
settlement, and upon such reference, the said persons shall meet no later than 10 (ten) days from
the date of reference to discuss and attempt to amicably resolve the Dispute. If such meeting does
not take place within the 10 (ten) day period or the Dispute is not amicably settled within 15
(fifteen) days of the meeting or the Dispute is not resolved as evidenced by the signing of written
terms of settlement within 30 (thirty) days of the notice in writing referred to in Clause 9.2.1 or
such longer period as may be mutually agreed by the Parties, either Party may refer the Dispute to
arbitration in accordance with the provisions of Clause 9.4.

9.4 Arbitration
9.4.1 Any Dispute which is not resolved amicably by conciliation, as provided in Clause 9.3, shall be
finally decided by reference to arbitration by an Arbitral Tribunal appointed in accordance with Clause
9.4.2. Such arbitration shall be held in accordance with the Rules of Arbitration of the International
Centre for Alternative Dispute Resolution, New Delhi (the “Rules”), or such other rules as may be
mutually agreed by the Parties, and shall be subject to the provisions of the Arbitration and Conciliation
Act, 1996. The venue of such arbitration shall be ***** and the language of arbitration proceedings shall
be English.

9.4.2 There shall be {an Arbitral Tribunal of three arbitrators, of whom each Party shall select one, and
the third arbitrator shall be appointed by the two arbitrators so selected, and in the event of disagreement
between the two arbitrators, the appointment} {a sole arbitrator$ whose appointment} shall be made in
accordance with the Rules.

9.4.3 The arbitrators shall make a reasoned award (the “Award”). Any Award made in any arbitration
held pursuant to this Clause 9 shall be final and binding on the Parties as from the date it is made, and the
Consultant and the Authority agree and undertake to carry out such Award without delay.

9.4.4 The Consultant and the Authority agree that an Award may be enforced against the Consultant
and/or the Authority, as the case may be, and their respective assets wherever situated.

9.4.5 This Agreement and the rights and obligations of the Parties shall remain in full force and effect,
pending the Award in any arbitration proceedings hereunder.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed
in their respective names as of the day and year first above written.

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of

For and on behalf of [Authority]
 65

Consultant:
(Signature) (Signature)

(Name) (Name)
(Designation) (Designation)
(Address) (Address)
(Fax No.) (Fax No.)

In the presence of:

1.
2.
 66

ANNEX – 1

Terms of Reference
1. General

1.1 National Highways Authority of India (NHAI) is engaged in development of National Highways
entrusted to it by Ministry of Road Transport & Highways. As part of this endeavor, the Authority has
taken up development of some of the highways through Public Private Partnership (PPP)/HAM /OMT
and EPC basis.
1.2 The Model Concession Agreements (MCA)/Contract documents stipulate that the Concessionaire
shall develop, implement and administer a surveillance and safety programme for providing a safe
environment on or about the Project Highways and/or shall comply with the safety requirements set
forth in Schedules/Clauses (Please refer to the Annexure-VI) of the Concession Agreement in
Development, Construction and Operation & Maintenance Phase of the Project.
1.3 The Agreements also envisage that NHAI shall appoint an experienced and qualified firm or
organization as a “Safety Consultant” for carrying out safety audit of the Project Highway in
accordance with the safety requirements set forth in Schedules/ Clauses for the aforesaid Phases of
Project.
1.4 NHAI intends to invite applications from the empanelled consultants for appointment as safety
consultant for carrying out safety audit of the project highway in accordance with the safety
requirement set forth in Schedule – L of the Model Concession Agreement (MCA) of the PPP/ HAM
projects on Design, Build, Finance, Operate and Transfer (DBFOT) basis,.
1.5 Duties and Responsibilities of Safety Consultant: The broad requirements are as indicated in the
Schedule ‘L’. In addition, the scope of services shall include but not limited to the following:

2. Methodology to be adopted for Safety Auditor

Safety Consultant will conduct the safety audits during development and construction/maintenance
periods as per the approved methodology, check lists and procedures by NHAI. For this purpose, each bidder
as part of bid will briefly submit work plan, Approach and Methodology for the proposed assignment, based
on established International Procedure for road safety audit. Later on, the Successful bidders will submit the
inception report including detailed methodology, check lists and procedure within 20 days after signing of
agreement. Scope of check list and procedures on which the safety consultant has to follow are IRC Manual
on Road Safety Audit and other International Safety Manual. This information will be submitted to Road
Safety Cell, NHAI and simultaneously to the concerned Project Director. Methodology, Check Lists and
Procedures to be adopted are to be Project specific and approved by Road Safety Cell of NHAI. Consultants
are free to suggest methodology, check list, procedure and good International practices as adopted in the
countries like Australia, Sweden, USA, UK etc in addition to these prescribed by IRC.
3. During Development Period:
3.1 Collect data of all accidents in the project highway for preceding two years from Police Stations
(Primary Source) and other secondary sources.
3.1.1 Do analysis of Fatal and grievously injured accidents “to identify the black spots” and relate to
Accidents records with Traffic Volume to show trend as per Traffic Volume Count.

3.2 Carry out a design stage Road Safety audit as per the applicable manual, guidelines, standards and
good industry practices; and prepare a draft Safety Report. This audit shall also take into consideration
the changes being proposed to the cross section (geometrics) due to 4 or 6-laning of existing roads and
its likelihood effect on fatal and serious accidents based on the accident data collected in 3.1 and
suggest countermeasures to mitigate the accident potential.
 67

3.3 Review comments from Concessionaire, Independent Engineer and NHAI on the draft Safety Report
and furnish the Final Safety Report which inter-alia shall include costing of all safety
recommendations to the concerned PD, RO, IE, the Concessionaire and Road Safety Cell (RSC).

4. During Construction Period :

4.1 Study the Safety Report of the development period /COD Safety report in case of maintenance period
and provide a GAP report vis-à-vis what was given in Final Safety Report and Safety Report which
was finally implemented.
4.2 Inspect the Project Highway Keeping into consideration the construction/ maintenance planning for
the project as prepared by the Concessionaire. He would then identified the safety implications of the
construction planning and submit gap report.
4.3 Carry out the Safety Audit once in a Calendar Quarter, till COD, to assess the adequacy of safety
measures adopted and provided in construction/ maintenance zone(s).
4.4 Collect accident data (monthly) from the police stations/Concessionaire/PD office/other secondary
source and examine causes of fatal accidents, identifying black spots and suggesting countermeasures.
4.5 Review comments from Concessionaire, Independent/Authority Engineer and NHAI and furnish
revised recommendations of safety measures duly examining the above comments and submit Safety
Reports.
4.6 Provide quarterly Reports on all activities which were planned, actually executed and planned next
quarter. It is essential and part of financial quote of bidder.
4.7 The scope of Road Safety Audit during the construction shall also include conducting a Work Zone
Safety Audit as per the attachment A.

4.8 Consultants shall also prepare and submit Quarterly Safety Reports after each inspection (once in a
calendar quarter as per the Schedule L/H) to the concerned PD, RO, IE and the Concessionaire. The
scope of each of this inspection shall include but not be limited to identifying any gaps in provision of
safety features as per the development stage and construction stage safety audit including work zone
safety audit. The Consultant shall submit the final safety report to the RSC alongwith copies to the
above mentioned clearly mentioning therein the compliance/non compliance of the safety
recommendations.

5. Project Team
5.1 The services will be required for a single contract package, firm shall deploy the following key
personnel :.

5.2 The qualification and experience requirements of Key professionals are given below:
S. No Position No.

1 Sr. Road Safety Auditor-cum-Team Leader 1

2 Traffic Planner 1
Total 2

(i) Sr. Road Safety Auditor-cum-Team Leader:

Essential Qualifications:
a. Graduate in Civil Engineering from Recognized University.
b. Minimum 15 years of experience in highway sector in senior position associated with preparation of
DPR/ Supervision/ Construction/Safety Audit/Work Zone Safety / Traffic Planning etc. of 2/4/6-lanes
highway projects and worked as Team Leader of NH / SH projects for at least 5 years or retired not
 68

below the rank of Superintending Engineer of Central/State Govt./PSU or equivalent.

Preferential Qualifications:
a. Post Graduation in Traffic/Transportation/Safety /Highway Engineering.
b. Knowledge and exposure of National/International code of practice on road safety audit through his/her
CV.
c. Experience of road safety / work zone safety audit assignments or traffic/transport planning.

(ii ) Traffic Planner:

Essential Qualifications:
a. Graduate in Civil Engineering/ Traffic planning from Recognized University.
b. Minimum professional experience of 7 years in highway projects associated with preparation of DPR/
Supervision/ Construction/Safety audit/Work zone safety/Traffic Planning etc. of 2/4/6 lanes highway
projects and worked as Dy. Team Leader/Resident Engineer for at least 2 years or retired not below the
rank of Executive Engineer of Central/State Govt./PSU or equivalent.

Preferential Qualifications:

a. Master’s Degree in Traffic/ Transport Planning/ Transport Engineering.

b. Experience of traffic and/or transport planning.

6.1 Coordinator: - The firm shall designate its Senior Technical Director or Senior officer or the Team
Leader who has experience in Road/ Bridge construction as the coordinator for the assignment. The
coordinator on date of commencement of services under this assignment shall visit the site and
acquaint with the project/ assignment. Thereafter, the coordinator shall be responsible for coordination
of activities under the contract, interaction with NHAI and signing all letters/ reports on behalf of the
firm. The inputs including site visits/ visits to NHAI, New Delhi during the entire period of services/
contract of the Coordinator shall be incidental to this assignment and no separate payment shall be
made in this regard.

6.2 The Consultant shall as a part of this assignment will conduct two road safety awareness programs/
workshops in the project stretch for NHAI staff, IE staff, concessionaire and road users. Each
workshop/ awareness program will be of 2 (two) days with participation for NHAI officers,
Independent Engineer, concessionaire and road users. The cost of such programme/workshop for
maximum 6 persons from the project shall be deemed to be included in the financial proposal of each
project which will also include road safety pamphlets, posters, banners, codes and stationeries etc. for
participant and site specific workshop/awareness program will be conducted by the consultant for the
awarded project including local NGOS/Safety agencies etc with support staff of consultant,
Independent Engineer and concessionaire. However, the safety audit team shall associate two fresh
Civil engineering graduate/ under graduate as apprentice towards capacity building in the sector,
without any additional financial cost to NHAI.

7. Expected Inputs of Experts and Support Staff:

7.1 Schedule ‘L’ prescribes the timelines for the assignments of Safety Consultants for various stages of a
project (development, construction and operation). In case of development period, Para 4.3 of
Schedule ‘L’ envisages that safety audit shall be completed in a period of 3 months. However, the
drawings containing the design details to be provided by the Concessionaire (Ref. Para 4.2 of
Schedule ‘L’) and collection of any data required for various audits is an ongoing process during the
entire construction period of the project. Hence, the Safety Consultant shall review the set of
drawings/ designs as and when provided to him by NHAI during the construction period of the project
from safety perspective. Input of key personnel can be intermittent as per the project requirement,
However bidder will have to indicate the man month of personnel with breakup of cost for each
personnel to be engaged in the work plan as part of their financial bid in their format number 1A of
 69

Appendix IIC of this bid. It may be noted that CVs of only those key personnel having intermittent
input will be considered if the safety consultancy assignments in hand as on 7 days prior to PDD do
not exceed 1 ( one) . The firm shall have to furnish information regarding deployment of their
proposed key personnel with their intermittent inputs in the number of projects in hand and the
personnel deployed thereon in the prescribed form-7 of the RFP at Appendix-II.

7.2 Schedule ‘H’ describes the function of safety consultants for OMT projects as below :

7.2.1 Once in every Accounting year, a safety audit shall be carried out by the Safety Consultant. It shall
review and analyze the annual report and accident data of the preceding year, and undertake an
inspection of the Project Highway. The Safety Consultant shall complete the safety audit within a
period of 1(one) month and submit a Safety Report recommending specific improvements, if any,
required to be made to the road, bridges, culverts, markings, signs, road furniture and Project
Facilities, including cattle crossings and pedestrian crossings.

7.2.2 The accident data and the design details shall be complied, analyzed and used by 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 the Authority, in five copies. One copy each of the safety report
shall be forwarded by the Authority to the Concessionaire and the Independent Engineer forthwith.

7.3 The firms/ organizations shall make their own assessment of key and support personnel to undertake
the assignment. Additional staff or personnel if required (e.g. for fire, Mechanical safety etc) to
complete the assignment in the prescribed time, must be provided, within the total quoted cost only.
NHAI shall not be responsible for any wrong assessment by the firms/ organizations and shall not in
any case bear any additional cost arising there from. The firms should assess the inputs at site and
office for each expert and support staff for completing the assignment within the above timelines,
which shall be indicated by the firm in the Financial Proposal. The firms should make its own
arrangements for office space, equipment, computer hardware/ software, etc. A certificate be recorded
by the Project Director, NHAI about the presence of experts and support staff at site for release of
payment as per cost breakup given by the consultant.
 70

8. Deliverables
S. No. Report Timeline

Development Stage ***

1 Inception Report covering all safety audit Within 20days of date of commencement of
activities including finalisation of services/ as per instruction of NHAI
methodology, implementing schedule, depending on the project status
training requirement as per TOR

2 Report on Training and Workshop Within 45 days

including report of technical gap observed
during design audit etc.

3 Collection of Road accident data and Within one month from commencement of
analysis of fatal and grievously injured services.
accident with black spot identification

4 Draft Safety Report – Within 2½ months of date of commencement

of services or date of handing over of good for
construction (GFC) drawings by the
concessionaire/ contractor, whichever is later.
5 Final Safety Report Within 15 days of receiving comments by
NHAI/IE/Concessionaire

Construction Stage

1. Collection of Road accident data and Monthly.

analysis of fatal and grievously injured
accident with black spot identification

2. Submission of GAP report First repot on construction Zone(s) works

within one month of commencement of
construction

3 Reports on all activities which were Quarterly

planned, actually executed and planned for
the next quarter.

4. Submission of audit report of work zone Each quarter for the period of construction of
safety project till COD

5. Workshop report. Every Six month

6 Final Safety report Within three months of COD

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Note ***
As the appointed Date for the project is about to declare, timelines for deliverables of Development
Stage/Construction Stage would run concurrently.

8.1 All reports including primary data shall be compiled, classified and submitted by the firm to NHAI in
soft form apart from the reports in hard form. The reports shall remain the property of NHAI and shall
not be used for any purpose other than that intended under these terms of reference. All the reports
will be submitted electronically in addition to 5 hard copies.

8.2 It will be expected from the consultant to submit road safety audit report at the time of COD of
the project also. It may be noted that the empanelled firms shall be required to ensure timely
completion of the safety consultancy services of the projects awarded to them in bid stage, in an
effective manner strictly as per the contract. The performance appraisal of the safety consultant
shall be carried out by the Road Safety Cell based on the report of the concerned Regional
Officer / Project Director of NHAI. The firms shall be liable for cancellation of empanelment
and debarment in the event of defaults attributable to the firm for non timely completion/ poor
performance of services, for a period of two years.
 72

Attachment A

WORK ZONE SAFETY AUDIT

Task A: Review Contractual Provisions and Establish Work zone Safety Audit Procedure

Review and understand various safety provisions as provided in the contract documents of the particular
projects. This should include an appreciation and understanding of the safety provisions as given in various
acts, rules and regulations of GoI/State Government where project is situated including MoRTH/Indian Roads
Congress (IRC) specifications/codes; safety instructions issued by NHAI from time to time; and safety
provisions under the EMP(s) for the project.

(i) Review the existing systems being followed/adopted by the Concessionaire and IEs in planning,
execution, documentations and reporting through collection and assessment of primary and
secondary data/information.
(ii) Identify the major hazards and risks associated with various roads construction activities and
establish a work zone safety audit procedure, satisfactory to NHAI.

Task B: Conduct detailed Work Zone Safety Audit and Recommend Remedial Actions

(iii) Carry out a detailed assessment of worksite* safety conditions through site visits in line with the
identified risks and hazards associated with various road construction activities. This review and
assessment must include, but may not be limited, to the following aspects pertaining to:

(a) Traffic Management Plan: The Consultant will review the relevance, adequacy and implementation of
the Traffic Management Plan(s) prepared by the Contractors. The procedures followed by the Independent
Engineer (IE) with regard to the approval and ensuring compliance on ground also need to be reviewed.

(b) Traffic Safety Measures: The review should assess the adequacy and quality of various safety measures
such as signage, delineation, barricading and lighting in the construction zones in line with the provisions
covered in the contract agreement and IRC guidelines (SP:55:2001) and other good International practices.
The assessment should include various safety aspects/issues pertaining to night time safety measures and
safety at/near excavations, structure construction sites, diversions and settlement areas apart from assessing
maintenance of existing road surface and riding quality at diversions/detours.

* A worksite includes the highway and service roads (including structures), access/haul roads, main and
ancillary campsites (including labor camps), all plant sites (including crusher operated by the project
contractors), quarries operated by the project contractors, borrow areas, material stack yards and workshops.
The assessment of access/haul roads is to be done on sample basis only. A worksite audit doesn’t include
safety aspects pertaining to design and construction stage engineering aspects (such as quality of works).

(c) Worker’s Safety: Based on contractual provisions and applicable legal provisions, the review should
cover aspects pertaining to provisions and use of Personal Protective Equipment such as helmets, masks,
safety harness/belts, boots, gloves, eye and hearing protection devices. The assessment should also include
review of safety provisions during operations such as loading and unloading of materials; bar bending and
cutting; gas cutting/welding, pile driving, excavation work; working near equipment/machinery; working at
heights (including aspects pertaining to ladder, scaffolding, working platform, railing safety); safety during
concrete works (including reinforcement erection, formwork and concrete pouring/pumping); drilling and
blasting; safety during placement of traffic control devices; tree cutting etc. The compliance with regard to
occupational health and safety precautions in relation to hazards associated with dust, toxic fumes, noise,
vibration and biological factors (snake and insect bites) should also be assessed.
 73

(d) Safety during construction of structures including design and suitability of temporary structural
arrangements, structures construction methodologies, etc. Adequacy of the process of review and approval of
the Concessionaire proposals with respect to structures construction methodology (ies) including design of
temporary structures and erection arrangements by the IE also to be reviewed.

(e) Fire Safety Practices: The assessment should include (a) the risks and hazards associated with
storage, transportation, handling and use of various inflammable materials/explosives and (b) precautions and
preparedness in case of the fire accident/s at camp/s, plant sites, construction sites and quarries.

(f) Electrical Safety Practices: This should include electrical safety review at plant sites, camp sites and
work sites and near habitations.

(g) Mechanical Safety Practices: The review should include general safety precautions/practices during
plant, machinery, equipment and vehicle operations and condition of such mechanical devices that are being
used for the contract operations. This will include review of the fitness of various plant and machinery (static
and mobile), practices with respect to periodic maintenance and licensing/certification of fitness of equipment,
as well as suitability of machinery operators including practices with respect to adherence to licence
/certification/ formal training of operators.

(h) Dust Control and Suppression Arrangements.

(i) Storage, transportation, handling and use of various toxic and hazardous materials (including spill
management) used in road construction.

(j) Safety of road-side residents and passers-by.

(k) First aid: The review should include the provision of the first aid arrangements (including life saving
equipment), availability of qualified staff and health checks-up of workers (such as those for
drivers/operators), as specified under the regulatory framework.

(l) Emergency Response Arrangements: The review should include an assessment with regards to
planning, procedures/processes, warning systems and record keeping.

(m) Accident records: The review should look at whether accident records are being maintained by the
Concessionaires and shared with the NHAI on a regular basis.

(n) Housekeeping (including circulation pattern, storage of materials and disposal of hazardous wastes).

(o) Any other

(i) Assess the knowledge and awareness of safety requirements at various levels of the
Concessionaires and IE’s staff, and make recommendations for improving the same if and where
required.
(ii) Assess the role of IEs and NHAI Project Implementation Units (PIUs) and Headquarter, and
performance and response of the IEs (including approval system, issuing of instructions and record
keeping) in ensuring/enforcing worksite safety, and make recommendations thereto as required.
(iii) Identify and make comprehensive list of items/aspects and areas/sections of safety deficiency in
individual contracts of the project.
(iv) Recommend specific actions that are required to overcome safety deficiencies and to
strengthen/improve safety conditions in the project’s contracts.
 74

(v) Identify and suggest a comprehensive list of items/aspects to be covered in the monthly reviews
and reports. Also, identify and prepare a comprehensive checklist of items to be monitored on
monthly basis at site for rating the contractors’ performance on work sites safety management.

(vi) Reassess whether the recommendations made in the Audit Reports (contract specific) have
been implemented or not (including reasons) in the project sites.

Task C: Strengthening Work zone Safety Implementation by NHAI

(vii) Assist NHAI in reviewing and revising/issuing instructions for the Concessionaire and IE and
NHAI Project Directors (specifying the roles and responsibilities of each) and in establishing a
system for conducting performance review of Concessionaire and IE.

(viii) Propose recommendations that cover technical, contractual and institutional dimensions with
respect to safety during road construction works keeping in mind the issues identified in safety
audit. These should also cover the aspects related to implementation / enforcement mechanism
with regard to safety management during the construction stage.

Task D: Prepare every quarter Work Zone Safety Report.

Task E: Organize and conduct a One day Workshop on half yearly basis on findings of Safety Audits and
follow up action, which will be attended by the representatives from NHAI, Concessionaire, IE and local
NGOs etc. (Cost for holding such Workshops: to be included in the financial proposal)
 75

9. Payment Schedule:

9.1 Deliverable, Periodicity, Payment Schedule for Construction period

S. No. Scope of Work Periodicity Clause Payment Schedule

Activity / Submit of Report Milestone Fee -

Payable
1. After collection of road Every Month Refer clause Road Accident Data Collection and
accidents data and on (4.4) of TOR Collation and identification of black
submission of the report spot and relate to accident records 10 %
containing the analysis of such
data

2. a) On submission of GAP Every Refer clause

report as per review of safety Calendar 4.0of TOR
report for Development Quarter
period, conducting Safety
Audit and submission of the
report containing the On submission of GAP report based on
safety report for development period/ 25 %
recommendations.
COD safety report and safety audit.
b) On providing clarifications Refer clause
on various comments on report 4.0 of TOR
and on submission of modified On approval of safety report for 15 %
report containing final construction period and
recommendations. safety audit.

c) Submission of audit report Refer clause On approval of work zone safety audit 25%
of work zone safety) 4.0 of TOR report.

3. d) workshop and submission Every Six Refer Conducting workshop and submission 15%
of findings Month Attachment A of report
of TOR

Task E

4. On Submission of final safety Refer Clause

report & on completion of 4 of TOR
construction period. 10%
 76

9.2 Deliverable, Periodicity, Payment Schedule for Development Period

S. No. Scope of Work Periodicity Clause Payment Schedule

Activity / Submit of Report Milestone Fee –

Payable

1 Submission of Inception Report covering 20 days from Refer On submission of Inception

all safety audit activities including Commenceme clause 2. Report to NHAI
finalisation of methodology, implementing nt of service & 3 of
schedule, training requirement as per TOR TOR
. 10%

2 Road Accident Data Collection, do One Time Refer After collection and 20%
analysis of Fatal and grievously Clause submission of the report
3.1. of
injured accidents “to identify the
TOR
black spots” and relate to Accidents
records with Traffic Volume to show
trend..

3. Review of design & drawing for During Refer On submission of Safety 25 % of

conducting Safety Audit and submission of development clause Audit Report total fee
the report containing the recommendations period 3.2 of payable on
and on providing clarifications to various TOR proportiona
comments on the above reports and on te basis
submission of modified report containing
final recommendations On approval of Safety Audit 25% of
Report total fee
payable on
proportiona
te basis

4. On completion of development period and One time Clause On approval of final

on submission of final comprehensive 3.3 of comprehensive report of
report of implementation of safety TOR implementation of safety 20 %
recommendation. recommendation
Note :(i) The firms/ organizations shall pay the consultancy GST and produce proof of payment to the
NHAI for getting reimbursement of the same.

3.3 Payments shall be made in Indian Rupees, no later than 30 days following submission by the firm of
invoices in duplicate to the Coordinator designated in paragraph 4.1 as per terms & conditions
contained in RFP.
 77

Bank Guarantee for Performance Security

(Refer Clause 7.1.2 and extant circular of NHAI in this regard)

NOTES:

(i) The Bank Guarantee should contain the name, designation and code number of
the officer(s) signing the Guarantee.
(ii) The address, telephone no. and other details of the Head Office of the Bank as well
as of issuing Branch should be mentioned on the covering letter of issuing Branch.

------------------ Guarantee No……………………….

Format for BANK GUARANTEE FOR PERFORMANCE SECURITY

To,

National Highways Authority of India

________________________

________________________

In consideration of “National Highways Authority of India (NHAI)” (hereinafter referred as the “Client”,
which expression shall, unless repugnant to the context or meaning thereof include its successors,
administrators, assigns) having awarded to M/s. ----------------- having its office at -------------- (Here in
referred to as the “Consultant” which expression shall repugnant to the context or meaning thereof, include its
successors, administrators, executors and assigns), a contract by issue of Client’s Letter of Acceptance No. ----
----------- dated ----- and the same having been unequivocally accepted by the Consultant, resulting in a
Contract valued at Rs. ------ (Rupees------------- Only) excluding GST for “Consultancy Services for
Safety audit of Project of 6-laning of ------------ to be executed as HAM Project under
NHDP Phase -- (Total Length – KM)on NH--- in the States of ---------- under NHDP Phase ---- (Hereinafter
called the “Contract”), and the Consultant having agreed to furnish a Bank Guarantee to the Client as
“Performance Security as stipulated by the Client in the said contract for performance of the above Contract
amounting to Rs. ----- (Rupees -----------only).

We --- Bank, --------------, New Delhi having registered office at ---------- a body registered/constituted under
the Companies Act 1956. (hereinafter referred to as the Bank), which expression shall, unless repugnant to
the context or meaning thereof, include its successors, administrators, executors and assign) do hereby
guarantee and undertake to pay the Client immediately on demand, without any deductions, set-off or
counterclaim whatsoever, any or, all money payable by the Consultant to the extent of Rs. ---------- (Rupees---
 78

---------- Only) as aforesaid at any time up to --------, without any demur, reservation, contest, recourse, cavil,
arguments or protest and/or without any reference to or enquiry from the Consultant and without your needing
to prove or show grounds or reasons for your demand for the sum specified therein. 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.

This guarantee shall also be operatable at our___________ branch at Vijayawada from whom, confirmation
regarding the issue of this guarantee or extension/ renewal thereof shall be made available on demand. In the
contingency of this guarantee being invoked and payment there under claimed, the said branch shall accept
such invocation letter and make payment of amount so demanded under the said invocation.

The guarantor/bank hereby confirms that it is on the SFMS (Structural Finance Messaging system) platform &
shall invariably send an advice of this bank guarantee to the designated bank of NHAI after obtaining details
thereof from NHAI.

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 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 Consultant and to exercise the
same at time in any manner, and either to enforce or to forbear to enforce any convents, 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 of 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.

The Client shall be entitled to make unlimited number of demands under this Bank Guarantee. Any demand
shall be deemed to be served, if delivered by hand, when left at the property address for service; and if given
or made by pre-paid registered post or facsimile transmission, on receipt.

Any waivers, extension of time or other forbearance given or variations required under the Contract or any
invalidity, unenforceability or illegality of the whole or any part of the Contract or rights or any Party thereto
 79

or amendment or other modifications of the Contract, or any other fact, circumstances, provision of statute of
law which might entitle the bank to be released in whole or in part from its undertaking, whether in the
knowledge of the Bank or not or whether notified to the Bank or not, shall not in any way release the Bank
from its obligations under this Bank Guarantee.

Upon occurrence of a consultant Default or failure to meet any Condition Precedent, the Authority, shall ,without
prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate the relevant
amounts from the Performance Security as Damages for such Consultant Default. Upon such encashment and
appropriation from the Performance Security, the Consultant shall, within 30 (thirty) days thereof, replenish,
in case of partial appropriation, to its original level the Performance Security and in case of appropriation of
the entire Performance Security a fresh Performance Security, as the case may be, and the Consultant shall,
within the time so granted, replenish or furnish fresh Performance Security as aforesaid failing which the
Authority shall be entitled to terminate this Agreement. Upon replenishment or furnishing of a fresh
Performance Security, as the case may be, as aforesaid, the Consultant shall be entitled to an additional cure
period of 90 (Ninety) days for remedying the Consultant Default, and in the event of the Consultant note
curing its default within such cure period, the Authority shall be entitled to encash and appropriate such
Performance Security as Damages and to terminate this Agreement.

Notwithstanding anything contained herein,

a) Our liability under this Bank Guarantee is limited to Rs. --------- (Rupees ----------only) and it shall
remain in force up to and including -------------- and shall be extended from time to time for such
period as may be desired by M/s. ------------ on whose behalf this guarantee has been given.

b) This Bank guarantee shall be valid up to -------- .

c) We are liable to pay the guarantee 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 of expiry of
Guarantee).
d) The Guarantee shall automatically stand cancelled notwithstanding that the original guarantee
document may not be returned to us by you.
e) This guarantee is valid only if accompanied by our forwarding/covering letter bearing No. -----------
dated --------- signed by two officials of the bank/branch.
f) That the beneficiary under the bank guarantee should in their own interest verify the genuineness of
the bank guarantee with the issuing branch.
(Signature of the Authorized Official)

(Name & Designation with Bank Stamp)

 80

SCHEDULE-3: GUIDANCE NOTE ON CONFLICT OF INTEREST

SCHEDULE-3

(See Clause 2.3.3)

Guidance Note on Conflict of Interest

1. This Note further explains and illustrates the provisions of Clause 2.3 of the RFP and shall be
read together therewith in dealing with specific cases.
2. Consultants should be deemed to be in a conflict of interest situation if it can be reasonably
concluded that their position in a business or their personal interest could improperly influence
their judgment in the exercise of their duties. The process for selection of consultants should
avoid both actual and perceived conflict of interest.
3. Conflict of interest may arise between the Authority and a consultant or between consultants and
present or future concessionaries/ contractors. Some of the situations that would involve conflict
of interest are identified below:

(a) Authority and consultants:

(i) Potential consultant should not be privy to information from the Authority which is not
available to others; or
(ii) potential consultant should not have defined the project when earlier working for the
Authority; or
(iii) potential consultant should not have recently worked for the Authority overseeing the
project.

(b) Consultants and concessionaires/contractors:

(i) No consultant should have an ownership interest or a continuing business interest or an on-
going relationship with a potential concessionaire/contractor save and except relationships
restricted to project-specific and short-term assignments; or
(ii) no consultant should be involved in owning or operating entities resulting from the project; or
(iii) no consultant should bid for works arising from the project.

The participation of companies that may be involved as investors or consumers and officials of the
Authority who have current or recent connections to the companies involved, therefore, needs to be
avoided.

4. The normal way to identify conflicts of interest is through self-declaration by consultants. Where a
conflict exists, which has not been declared, competing companies are likely to bring this to the
notice of the Authority. All conflicts must be declared as and when the consultants become aware of
them.
5. Another approach towards avoiding a conflict of interest is through the use of “Chinese walls” to
avoid the flow of commercially sensitive information from one part of the consultant’s company to
another. This could help overcome the problem of availability of limited numbers of experts for the
project. However, in reality effective operation of “Chinese walls” may be a difficult proposition. As
a general rule, larger companies will be more capable of adopting Chinese walls approach than
smaller companies. Although, “Chinese walls” have been relatively common for many years, they are
 81

an increasingly discredited means of avoiding conflicts of interest and should be considered with
caution. As a rule, “Chinese walls” should be considered as unacceptable and may be accepted only
in exceptional cases upon full disclosure by a consultant coupled with provision of safeguards to the
satisfaction of the Authority.
6. Another way to avoid conflicts of interest is through the appropriate grouping of tasks. For example,
conflicts may arise if consultants drawing up the terms of reference or the proposed documentation
are also eligible for the consequent assignment or project.
7. Another form of conflict of interest called “scope–creep” arises when consultants advocate either an
unnecessary broadening of the terms of reference or make recommendations which are not in the best
interests of the Authority but which will generate further work for the consultants. Some forms of
contractual arrangements are more likely to lead to scope-creep. For example, lump-sum contracts
provide fewer incentives for this, while time and material contracts provide built in incentives for
consultants to extend the length of their assignment.
8. Every project contains potential conflicts of interest. Consultants should not only avoid any conflict
of interest, they should report any present/ potential conflict of interest to the Authority at the earliest.
Officials of the Authority involved in development of a project shall be responsible for identifying
and resolving any conflicts of interest. It should be ensured that safeguards are in place to preserve
fair and open competition and measures should be taken to eliminate any conflict of interest arising at
any stage in the process.
 82

APPENDIX -VI
LIST OF PROJECTS
(for which safety consultants are to be appointed)

State: Andhra Pradesh Number of Projects- 1 No. Total length- 54.19 Km

______

S. Package No. Name of Project Length (km)

No.

1. Package-I Six laning of Narasannapeta - Ranasthalam 54.19

section of NH-16 from design Km 580.671
(Existing Km 580.700) to design Km 632.861
(Existing Km 634.000) (Design Length – 54.19
Km) in the State of Andhra Pradesh under
NHDP Phase V on Hybrid Annuity Mode
 83

DETAILS HAM PROJECTS

FOR WHICH SAFETY CONSULTANTS ARE TO BE APPOINTED

List of Projects

State: Andhra Pradesh________

Total Length: 54.19 Km

Project No. Package-I________

1. Name of the Project: Six laning of Narasannapeta - Ranasthalam section of

NH-16 from design Km 580.671 (Existing Km 580.700)
to design Km 632.861 (Existing Km 634.000) (Design
Length – 54.19 Km) in the State of Andhra Pradesh
under NHDP Phase V on Hybrid Annuity Mode
2. Project No. Package-I

3. Length (km) 54.19

4. Date of Award 05.12.2017

5. Date of signing of Concession 18.01.2018

Agreement
6. Name of Concessionaire M/s. Apco Arasavalli Expressway Pvt Ltd

Construction Period plus a fixed period of 15 years of

7. Concession period Operation & Maintenance Period from the COD

Period beginning from the Appointed date and ending

the COD. 910th day from Appointed Date shall be the
8. Construction period scheduled date for completion of project.

9. Project Status Development Period

10. Name of Independent Engineer M/s. Lion Engineering Consultants

11. Status of IE Mobilized

12 Appointed Date Yet to be declared

13. Physical Progress achieved Work yet to be commenced

14. Name of the concerned GM at Shri R. K. Singh, General Manager (Technical) – AP,
HQ, Mobile No. Mobile # +91 09005552581

15. Name of the Project Director, Mobile Shri A. Srinivasa Rao, GENERAL MANAGER (TECH)
No. MOBILE # +91 90006 99399

16. Technical Schedule A, B, C, D

 84

Tentative List of Drawings

1. The Project Highway drawings, as defined in the Concession Agreement, shall consist:

2. A minimum list of the drawings of the various components/elements of the Project Highway and
project facilities required to be submitted by the Concessionaire is given below:
a) Drawings of horizontal alignment, vertical profile and cross sections
b) Working Drawings of all the components/elements of the Project Highway as determined by
Independent Engineer/NHAI,
c) Drawings of cross drainage works
d) Drawings of interchanges, major intersections, grade separators, underpasses and ROB’s
e) Drawings of traffic diversion plans and traffic control measures
f) Drawings of road drainage measures
g) Drawings of typical details slope protection measures
h) Drawings of pedestrian crossings
i) Drawings of street lighting
j) Drawings of toll plaza layout, toll collection systems and roadway near toll plaza
k) Drawings of Control Centre
l) Drawings of bus-bay and bus shelters with furniture and drainage system
m) Drawing of a truck parking lay bye with furniture and drainage system
n) Drawings of road furniture items including traffic signage, markings, safety
Barriers, etc.
f) Layout/Configuration of HTMS
 85

General Conditions of Contract

1. GENERAL PROVISIONS
Unless the context otherwise requires, the following terms whenever used in
this Contract have the following meanings:

(a) “Applicable Law” means the laws and any other instruments having the
1.1 Definitions 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) “Consultant” means any private or public entity that will provide the
Services to the Client under the Contract.
(c) “Contract” means the Contract signed by the Parties and all the attached
documents listed in its Clause 1, that is these General Conditions (GC),
the Special Conditions (SC), and the Appendices.
(d) “Contract Price” means the price to be paid for the performance of the
Services, in accordance with Clause 6;
(e) “Effective Date” means the date on which this Contract comes into force
and effect pursuant to Clause GC 2.1.
(f) “Foreign Currency” means any currency other than the currency of the
India.
(g) “GC” means these General Conditions of Contract.
(h) “Government” means the Government of India.
(i) “Local Currency” means the currency of India.
(j) “Member” means any of the entities that make up the joint
venture/consortium/association, and “Members” means all these entities.
(k) “Party” means the Client or the Consultant, as the case may be, and
“Parties” means both of them.

(l) “Personnel” means persons hired by the Consultant or by any Sub-

Consultants and assigned to the performance of the Services or any part
thereof.

(m) “SC” means the Special Conditions of Contract by which the GC may be
amended or supplemented.

(n) “Services” means the work to be performed by the Consultant pursuant to

this Contract, as described in RFP Document.

(o) “Sub-Consultants” means any person or entity to whom/which the

Consultant subcontracts any part of the Services.

1.2 Law (p) “In writing” means communicated in written form with proof of receipt.
Governing
Contract This Contract, its meaning and interpretation, and the relation between the
Parties shall be governed by the Applicable Law.
 86

1.3 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.

1.4 Notices
Any notice, request or consent required or permitted to be given or made
1.4.1 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 to such Party at the address
specified in the SC.
A Party may change its address for notice hereunder by giving the other
1.4.2 Party notice in writing of such change to the address specified in the SC.

1.5 Location The Services shall be performed at such locations as are specified in RFP
Document and, where the location of a particular task is not so specified, at
such locations, whether in the Government’s country or elsewhere, as the
Client may approve.

1.6 Authority of In case the Consultant consists of a joint venture/ consortium/ association of
Member in more than one entity, the Members hereby authorize the entity specified in the
Charge SC to act on their behalf in exercising all the Consultant’s rights and
obligations towards the Client under this Contract, including without limitation
the receiving of instructions and payments from the Client.

1.7 Authorized Any action required or permitted to be taken, and any document required or
Representa- permitted to be executed under this Contract by the Client or the Consultant
tives may be taken or executed by the officials specified in the SC.
 87

The Consultant, Sub-Consultants, and their Personnel shall pay such indirect
1.8 Taxes and taxes, duties, fees, and other impositions levied under the Applicable Law as
Duties specified in the SC, the amount of which is deemed to have been included in
the Contract Price.

If the Client determines that the Consultant and/or its Personnel, sub-
1.9 Fraud and contractors, sub-consultants, services providers and suppliers has engaged in
Corruption corrupt, fraudulent, collusive, coercive, or obstructive practices, in competing
for or in executing the Contract, then the Client may, after giving 14 days
notice to the Consultant, terminate the Consultant's employment under the
Contract, and the provisions of Clause 2 shall apply as if such expulsion had
been made under Sub-Clause 2.6.1(c).

Should any personnel of the Consultant be determined to have engaged in

corrupt, fraudulent, collusive, coercive, or obstructive practice during the
execution of the Contract, then that personnel shall be removed in accordance
with Sub-Clause 4.2.

For the purposes of this Sub-Clause, the terms set-forth below are defined as
1.9 Defini- follows:
tions
(i) “corrupt practice” is the offering, giving, receiving or soliciting, directly
or indirectly, of anything of value to influence improperly the actions of
1
another party ;
(ii) “fraudulent practice” is any act or omission, including a
misrepresentation, that knowingly or recklessly misleads, or attempts to
mislead, a party to obtain a financial or other benefit or to avoid an
obligation;
(iii) “collusive practice” is an arrangement between two or more parties
designed to achieve an improper purpose, including to influence
2
improperly the actions of another party ;
(iv) “coercive practice” is impairing or harming, or threatening to impair or
harm, directly or indirectly, any party or the property of the party to
3
influence improperly the actions of a party ;
(v) “obstructive practice” is deliberately destroying, falsifying, altering or
concealing of evidence material to the investigation.

1 A “party to a public official, the terms “benefit” relate to the selection process or contract execution; and the “act or
omission” is intended to influence the selection process or contract.
2
“Parties” refers to participants in the selection process (including public officials) attempting to establish bid
prices at artificial, non competitive levels.
3
A “party” refers to a participant in the selection process or contract execution.
 88

2. Commencement, Completion, Modification and Termination of Contract

2.1 Effectiveness This Contract shall come into effect on the date the Contract is signed by both
of Contract Parties or such other later date as may be stated in the SC. The date the
Contract comes into effect is defined as the Effective Date.

2.2 Commence- The Consultant shall begin carrying out the Services not later than the number
ment of of days after the Effective Date specified in the SC.
Services
2.3 Expiration of Unless terminated earlier pursuant to Clause GC 2.6 hereof, this Contract shall
Contract expire at the end of such time period after the Effective Date as specified in the
RFP.

2.4 Modifications Any modification or variation of the terms and conditions of this Contract,
or Variations including any modification or variation of the scope of the Services, may only
be made by written agreement between the Parties. However, each Party shall
give due consideration to any proposals for modification or variation made by
the other Party.

2.5 Force Majeure

For the purposes of this Contract, “Force Majeure” means an event which is
2.5.1 Definition beyond the reasonable control of a Party and which
makes a Party’s performance of its obligations under the Contract impossible or
so impractical as to be considered impossible under the circumstances.

The failure of a Party to fulfill any of its obligations under the contract shall not
2.5.2 No be considered to be a breach of, or default under, this Contract insofar as such
Breach inability arises from an event of Force Majeure, provided that the Party affected
of by such an event (a) has taken all reasonable precautions, due care and
Contract reasonable alternative measures in order to carry out the terms and conditions
of this Contract, and (b) has informed the other Party as soon as possible about
the occurrence of such an event.

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

2.6 Termination

The Client may terminate this Contract in case of the occurrence of any of the
2.6.1 By the events specified in paragraphs (a) through (f) of this Clause GC 2.6.1. In such
Client an occurrence the Client shall give a not less than thirty (30) days’ written
notice of termination to the Consultant, and sixty (60) days’ in the case of the
event referred to in (e).

(a) If the Consultant does not remedy a failure in the performance of their
obligations under the Contract, within thirty (30) days after being notified
or within any further period as the Client may have subsequently
approved in writing.

(b) If the Consultant becomes insolvent or bankrupt.

(c) If the Consultant, in the judgment of the Client has engaged in corrupt or
 89

fraudulent practices in competing for or in executing the Contract.

(d) If, as the result of Force Majeure, the Consultant are unable to perform a
material portion of the Services for a period of not less than sixty (60)
days.

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

(f) If the Consultant fails to comply with any final decision reached as a
result of arbitration proceedings pursuant to Clause GC 8 hereof.

The Consultants may terminate this Contract, by not less than thirty (30) days’
2.6.2 By the written notice to the Client, such notice to be given after the occurrence of any
Consult- of the events specified in paragraphs (a) through (b) of this Clause GC 2.6.2:
ant (a) If the Client fails to pay any money due to the Consultant pursuant to this
Contract and not subject to dispute pursuant to Clause GC 7 hereof within
forty-five (45) days after receiving written notice from the Consultant
that such payment is overdue.

(b) If the Client fails to comply with any final decision reached as a result of
arbitration pursuant to Clause GC 8 hereof.

Upon termination of this Contract pursuant to Clauses GC 2.6.1 or GC 2.6.2,

2.6.3 Payment the Client shall make the following payments to the Consultant:
upon
(a) payment pursuant to Clause GC 6 for Services satisfactorily performed
Termina- prior to the effective date of termination;
tion
(b) except in the case of termination pursuant to paragraphs (a) through (c),
and (f) of Clause GC 2.6.1, reimbursement of any reasonable cost
incident to the prompt and orderly termination of the Contract.
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3. OBLIGATIONS OF THE CONSULTANT

3.1 General
The Consultant shall perform the Services and carry out their obligations
3.1.1 Standard of hereunder with all due diligence, efficiency and economy, in accordance with
Perform- generally accepted professional standards and practices, and shall observe
ance sound management practices, and employ appropriate technology and safe and
effective equipment, machinery, materials and methods. The Consultant 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.

3.2 Conflict of The Consultant shall hold the Client’s interests paramount, without any
Interests consideration for future work, and strictly avoid conflict with other assignments
or their own corporate interests.

The payment of the Consultant pursuant to Clause GC 6 shall constitute the

3.2.1 Consultants Consultant’s only payment in connection with this Contract or the Services, and
not to Benefit the Consultant shall not accept for their own benefit any trade commission,
from discount, or similar payment in connection with activities pursuant to this
Commissions, Contract or to the Services or in the discharge of their obligations under the
Contract, and the Consultant shall use their best efforts to ensure that the
Discounts, etc.
Personnel, any Sub-Consultants, and agents of either of them similarly shall not
receive any such additional payment.

The Consultant agrees that, during the term of this Contract and after its
3.2.2 Consultant termination, the Consultant and any entity affiliated with the Consultant, as well
and Affiliates as any Sub-Consultants and any entity affiliated with such Sub-Consultants,
not to be shall be disqualified from providing goods, works or services (other than
Otherwise consulting services) resulting from or directly related to the Consultant’s
Interested in Services for the preparation or implementation of the project.
Project
The Consultant shall not engage, and shall cause their Personnel as well as
3.2.3 Prohibition of their Sub-Consultants and their Personnel not to engage, either directly or
Conflicting indirectly, in any business or professional activities which would conflict with
Activities the activities assigned to them under this Contract.

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

3.4 Insurance to be The Consultant (a) shall take out and maintain, and shall cause any Sub-
Taken Out by Consultants to take out and maintain, at their (or the Sub-Consultants’, as the
the Consultant case may be) own cost but on terms and conditions approved by the Client,
insurance against the risks, and for the coverage, as shall be specified in the SC;
and (b) 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
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premiums have been paid.

The Consultant shall obtain the Client’s prior approval in writing before taking
3.5 Consultant’s any of the following actions:
Actions
Requiring (a) entering into a subcontract for the performance of any part of the
Client’s Prior Services,
Approval (b) appointing such members of the Personnel not listed by name in
Appendix C, and

(c) any other action that may be specified in the SC.

(a) The Consultant shall submit to the Client the reports and documents
3.6 Reporting specified in RFP, in the form, in the numbers and within the time periods
Obligations set forth in the RFP.

(b) Final reports shall be delivered in CD ROM in addition to the hard copies
specified in said Appendix.

(a) All plans, drawings, specifications, designs, reports, other documents and
3.7 Documents software submitted by the Consultant under this Contract shall become
Prepared by the and remain the property of the Client, and the Consultant shall, not later
Consultant to than upon termination or expiration of this Contract, deliver all such
be the Property documents to the Client, together with a detailed inventory thereof.
of the Client
(b) The Consultant may retain a copy of such documents and software.
Restrictions about the future use of these documents, if any, shall be
specified in the SC.

3.8 Accounting, The Consultant shall keep, and shall cause its Sub-consultants to keep,
Inspection and accurate and systematic accounts and records in respect of the Contract,
Auditing in accordance with internationally accepted accounting principles and in
such form and detail as will clearly identify relevant time changes and
costs
 92

4. CONSULTANT’S Personnel
The Consultant shall employ and provide such qualified and experienced
Personnel and Sub-Consultants as are required to carry out the Services. The
titles, agreed job descriptions, minimum qualifications, and estimated periods
of engagement in the carrying out of the Services of the Consultant’s Key
Personnel are described in RFP. The Key Personnel and Sub-Consultants
listed by title as well as by name in RFP are hereby approved by the Client.

4.2 Removal (a) Except as the Client may otherwise agree, no changes shall be made in
and/or the Key Personnel. If, for any reason beyond the reasonable control of
Replacement the Consultant, such as retirement, death, medical incapacity, among
of Personnel others, it becomes necessary to replace any of the Key Personnel, the
Consultant shall provide as a replacement a person of equivalent or
better qualifications.

(b) If the Client finds that any of the Personnel have (i) committed serious
misconduct or have been charged with having committed a criminal
action, or (ii) have reasonable cause to be dissatisfied with the
performance of any of the Personnel, then the Consultant shall, at the
Client’s written request specifying the grounds thereof, provide as a
replacement a person with qualifications and experience acceptable to
the Client.

(c) Reduction in remuneration in case of replacement will be made in

accordance with RFP.

5. OBLIGATIONS OF THE CLIENT

Services and The Client shall make available free of charge to the Consultant the Services
Facilities and Facilities described in the RFP.

6. PAYMENTS TO THE CONSULTANT

6.1 Lump-Sum The total payment due to the Consultant shall not exceed the Contract Price
Payment which is inclusive of all fixed lump-sum covering all costs required to carry
out the Services described in RFP.

6.2 Contract Price (a) The price is payable in INR.

7. GOOD FAITH
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.
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8. SETTLEMENT OF DISPUTES

8.1 Amicable The Parties agree that the avoidance or early resolution of disputes is crucial for
Settlement a smooth execution of the Contract and the success of the assignment. The
Parties shall use their best efforts to settle amicably all disputes arising out of or
in connection with this Contract or its interpretation.

8.2 Dispute Any dispute between the Parties as to matters arising pursuant to this Contract
Resolution that cannot be settled amicably within thirty (30) days after receipt by one Party
of the other Party’s request for such amicable settlement may be submitted by
either Party for settlement in accordance with the provisions specified in the
SC.
 94

Special Conditions of Contract

(Clauses in brackets { } are optional; all notes should be deleted in final text)
Number Amendments of, and Supplements to, Clauses in the
of GC General Conditions of Contract
Clause

1.1 The words “in the Government’s country” are amended to read “in India”

1.3 The language is English.

1.4 The addresses are:

Client: National Highways Authority Of India
Attention: _________________________
Facsimile: __________________________
E-mail:: __________________________
Consultant:

Attention:
Facsimile:
E-mail:
 95

1.6 {The Member in Charge is [insert name of member]}

1.7 The Authorized Representatives are:

For the Client: ______________ National Highways Authority of India

For the Consultant:

1.8
For domestic consultants/sub-consultants/personnel and foreign
1.8.1
consultants/personnel who are permanent residents in India

The consultant, sub-consultant and the Personnel shall pay the taxes, taxes, duties, fees,
levies and other impositions levied under the existing, amended or enacted laws during
project period. Client shall perform such duties in this regard to the deduction of such
taxes (tax deduction at source – TDS) as may be lawfully imposed.

1.8.2 (a) The client shall reimburse GST payable in India as per Applicable Law.
The consultant shall register itself for GST with appropriate authority
in India & shall provide the registration Number to the client.

(b) Tax will be deducted at source as per the prevailing Income Tax Rules

2.2 The date for the commencement of Services is [insert date].

2.3 The time period shall be : [Please specify period*]

* till the completion of the main project

3.4 The risks and the coverage shall be as follows:

(a) Third Party motor vehicle liability insurance in respect of motor vehicles operated
in the Government’s country by the Consultant or its Personnel or any Sub-
Consultants or their Personnel, with a minimum coverage as per Motor Vehicles
Act 1988;

(b) Third Party liability insurance, with a minimum coverage of Rs.1.0 Million;

(c) professional liability insurance, with a minimum coverage of value equal to

contract amount in INR;

(d) Client’s liability and workers’ compensation insurance in respect of the Personnel
of the Consultant and of any Sub-Consultants, 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
 96

(e) insurance against loss of or damage to (i) equipment purchased in whole or in part
with funds provided under this Contract, (ii) the Consultant’s property used in the
performance of the Services, and (iii) any documents prepared by the Consultant in
the performance of the Services.

3.5 The Consultant shall not use these documents and software for purposes unrelated to this
Contract without the prior written approval of the Client.

6.0 Payment shall be made within 30 days of receipt of the invoice and the relevant
documents specified in Clause 6.4, and within 60 days in the case of the final payment.

8.0 Disputes shall be settled by arbitration in accordance with the following provisions:

Dispute Settlement
(i) Any dispute, controversy, or claim arising out of or relating to this contract, or
the breach, termination or invalidity thereof shall be settled by arbitration in
accordance with following provisions:

(ii) Each dispute submitted by a Party to arbitration shall be heard by a sole

arbitrator or an arbitration panel composed of three arbitrators, in accordance with the
following provisions:

(a) Where the Parties agree that the dispute concerns a technical matter, they may
agree to appoint a sole arbitrator or, failing agreement on the identity of such
sole arbitrator within thirty (30) days after receipt by the other Party of the
proposal of a name for such an appointment by the Party who initiated the
proceedings, either Party may apply to the President, Institution of Engineers,
Delhi Chapter, for a list of not fewer than five nominees and, on receipt of such
list, the Parties shall alternately strike names there from, and the last remaining
nominee on the list shall be the sole arbitrator for the matter in dispute. If the
last remaining nominee has not been determined in this manner within sixty
(60) days of the date of the list, the President, Institution of Engineers, Delhi
Chapter, shall appoint, upon the request of either Party and from such list or
otherwise, a sole arbitrator for the matter in dispute.

(b) Where the Parties do not agree that the dispute concerns a technical matter,
the Client and the Consultants shall each appoint one arbitrator, and these two
arbitrators shall jointly appoint a third arbitrator, who shall chair the arbitration
panel. If the arbitrators named by the Parties do not succeed in appointing a
third arbitrator within thirty (30) days after the latter of the two arbitrators
named by the Parties has been appointed, the third arbitrator shall, at the request
of either Party, be appointed by President, Institution of Engineers, Delhi
Chapter

(c) If, in a dispute, one Party fails to appoint its arbitrator within thirty (30) days
after the other Party has appointed its arbitrator, the Party which has named an
arbitrator may apply to the President, Institution of Engineers, Delhi Chapter, to
appoint a sole arbitrator for the matter in dispute, and the arbitrator appointed
 97

pursuant to such application shall be the sole arbitrator for that dispute.

Miscellaneous. In any arbitration proceeding hereunder:

(a) proceedings shall, unless otherwise agreed by the Parties, be held in *****;

(b) the English language shall be the official language for all purposes; and

(c) the decision of the sole arbitrator or of a majority of the arbitrators (or of the
third arbitrator if there is no such majority) shall be final and binding and
shall be enforceable in any court of competent jurisdiction, and the Parties
hereby waive any objections to or claims of immunity in respect of such
enforcement.

COMPLETION OF SERVICES

All the study outputs including primary data shall be compiled, classified and submitted by the
Consultant to the authority in soft form apart from the Deliverables indicated in RFP. The study
outputs shall remain the property of the Authority and shall not be used for any purpose other than
that intended under these Terms of Reference without the permission of the Authority. The
Consultancy services shall stand completed on acceptance of all the required deliverables of the
Consultant by the Authority and a communication by the Authority to this effect.

***********
 98

PROCEDURE FOR E-TENDER

INSTRUCTIONS TO APPLICANTS

(Note: RFP stands modified to the extent required as per these instructions).

DEFINITIONS

a) NIC: A service provider to develop and customize the software and facilitate the process of
e-tendering on application service provider model.

b) NHAI e-Procurement Portal: An e-tendering portal of National Highways Authority of India (“NHAI”)
introduced for the process of e-tendering which can be accessed on
https://etenders.gov.in.

Words in capital and not defined in this document shall have the same meaning as in the Request for
Qualification (“RFQ”).

1) ACCESSING/PURCHASING OF BID DOCUMENTS:

(i) It is mandatory for all the Applicants to have Class-III digital signature certificate (with
both Signing and Encryption certificate)(in the name of person who will sign the
Application) from any of the licensed certifying agency (“CA”) [Applicants can see the
list of licensed CAs from the link www.cca.gov.in] to participate in e-tendering of
NHAI. The authorized signatory holding Power of Attorney shall only be the Digital
signatory. In case authorized signatory holding Power of Attorney and Digital Signatory
are not the same, the bid shall be considered non-responsive.
(ii) To participate in the submission of the Application, it is mandatory for the bidders to get
registered their firm/Consortium with e-tendering portal https://etenders.gov.in. to have
user ID and password which has to be obtained on free of cost.

(iii) RFP can be viewed/downloaded, free of cost w.e.f. 24.07.2018 to till 23.08.2018 up to 11:00
hours.

Following may be noted:

(a) The amendments/clarifications to the RFP, if any, will be posted on the NHAI
website and e-tender portal.
(iv) To participate in bidding, Applicants have to pay a sum of Rs. 5,000/- (Rs. Five thousand
only) as a cost of the RFP (non-refundable) to “National Highways Authority of
India” through Demand Draft payable at Visakhapatnam.
 99

2) PREPARATION AND SUBMISSION OF APPLICATIONS:

i. Detailed RFP may be downloaded from https://etenders.gov.in. and the Bid may be
submitted online following the instructions appearing on the screen. A Vendor manual
containing the detailed guidelines for e-tendering system is also available on
https://etenders.gov.in.

ii. The following shall be the form of various documents in the Application:
A. Only Electronic Form (to be uploaded on the https://etenders.gov.in.) [Refer to
Clause (preparation and submission of Proposal) of the RFP]
(a) Technical proposal as indicated in the RFP, Appendix-II Forms 1, 2, 3, 4, 5, 6
&7
(b) Financial proposal as per format prescribed in the RFP, Appendix-II A, II B, II
C.
B. Original (in Envelope preferably in Hard Bound and serially numbered) [Refer to
Clause 2.13.2 (preparation and submission of proposal) of the RFP]

(a) Power of Attorney for signing the Application

(b) Copy of Memorandum of Understanding between JV partners, if applicable;

(c) No Conflict of interest certificate as per Appendix II

(d) Receipt of payment towards cost of RFP of Rs. 5,000/- (Rupees Five thousand
only) in the form of DD in favour of National Highways Authority of India
payable at Visakhapatnam;
(e) Bid Security (for the amount given in section 2.20.1 of this document) through
Demand Draft and
(f) Duly executed on plain paper ‘Integrity Pact’ as per enclosed format [need
not to be upload on the https://etenders.gov.in. in electronic form].

iii. The Applicant shall submit the original documents specified above in point No. 2
(ii) B, preferably hard bound and serially numbered together with their respective
enclosures if any, and seal it in an envelope and mark the envelope as “Technical
Proposal” for the Project for which proposal is submitted and name and address of the
Applicant. The envelope must be clearly marked “DO NOT
OPEN, EXCEPT IN THE PRESENCE OF THE EVALUATION
COMMITTEE”.
In addition, the Application due date should be indicated on the right hand corner of
the envelope. The original documents should be submitted before 11:00 hours Indian
Standard Time on the Application due date i.e. on 23.08.2018, at the below mentioned
address in the manner and form as detailed in the RFP. A receipt thereof should be
obtained from the below mentioned person.
 100

ATTN.OF: Shri Anil Dixit,

Designation: Regional Officer,
Address: National Highways Authority of India,
Andhra Pradesh Region,
Plot No.21, Teacher’s Colony,
Gurunanak Nagar Road,
Vijayawada – 520 00
Phone No: Phone: 0866-2483910
Email: Email: rovijayawada@nhai.org, nhairovja@gmail.com

iv. The Applicant shall upload scanned copies of the documents as specified in point nos.
2
(ii) (A) & (B) above on the https://etenders.gov.in before 11:00 hours Indian
Standard Time on the Application due date. No hard copy of the documents as
specified in point nos. 2 (ii) (A) above is required to be submitted. In the event of any
discrepancy between the original and the copy (in electronic form), the original shall
prevail.

v. It may be noted that the scanned copies can be prepared in file format i.e. PDF and/or
ZIP only. The Applicants can upload a single file of size of 10 MB only but can
upload multiple files.

3. Modification / Substitution/ Withdrawal of bids:

(i) The Bidder may modify, substitute or withdraw its e- bid after submission prior to the Bid
Due Date. No Bid shall be modified, substituted or withdrawn by the Bidder on or after the
Bid Due Date.
(ii) Any alteration/modification in the Bid or additional information supplied subsequent to the
Bid Due Date, unless the same has been expressly sought for by the Authority, shall be
disregarded.
(iii) For modification of e-bid, bidder has to detach its old bid from e-tendering portal and
upload/resubmit digitally signed modified bid.
(iv) For withdrawal of bid, bidder has to click on withdrawal icon at e-tendering portal and can
withdraw its e-bid.
(v) Before withdrawal of a bid, it may specifically be noted that after withdrawal of a bid for any
reason, bidder cannot re-submit e-bid again.

4. OPENING AND EVALUATION OF APPLICATIONS:

(i) Opening of Proposals will be done through online for Financial Proposal and both on-line and
manually for Technical Proposal.

(ii) For participating in the tender, the authorized signatory holding Power of Attorney shall be
the Digital Signatory. In case the authorized signatory holding Power of Attorney and Digital
Signatory are not the same, the bid shall be considered non-responsive.

The Authority shall open Envelope containing Technical Proposal received as mentioned in point nos.
2 (ii) B at 11:30 hours Indian Standard Time on 24.08.2018 in the presence of the Applicants who
choose to attend. This Authority will subsequently open the Technical Proposal as mentioned in point
no.2 (ii) A(a) above and evaluate the Applications in accordance with the provisions set out in the
RFP.
 101

(ii) The Financial Proposal 2 (ii) A (b) will be opened of the short listed applicants who qualify for
financial opening as per RFP. The date of opening of Financial Proposal will be notified later on.

DISCLAIMER

The Applicant must read all the instructions in the RFP and submit the same accordingly.
 102

INTEGRITY PACT

(To be executed on plain paper and submitted along with Technical Bid/Tender documents for tenders having a
value between Rs.5 Cr and 100 Cr. To be signed by the bidder and same signatory competent/ authorized to sign
the relevant contract on behalf of the NHAI)

(Road Safety Cell)

This integrity Pact is made at _____ on this _________day of ________2016.

Between

National Highways Authority of India (NHAI), a statutory body constituted under the National Highways
Authority of India Act, 1988, which has been entrusted with the responsibility of development, maintenance and
management of National Highways, having its office at G-5 & G-6, Sector-10, Dwarka, New Delhi, hereinafter
referred to as “The Principal”, which expression shall unless repugnant to the meaning or contract thereof
include its successors and permitted assigns.

and

___________________________________ hereinafter referred to as “The Bidder/Contractor

/Concessionaire/Consultant” and which expression shall unless repugnant to be meaning or context thereof
include its successors and permitted assigns.

Preamble

Whereas, the Principal intends to award, under laid down organizational procedures, contract/s for

“Appointment of Safety Consultant for [Project]”. The Principal values full compliance with all relevant laws
of the land, rules of land, regulations, economic use of resources and of fairness/ transparency in its relations with
its Bidder(s) and/ or Contractor(s)/Concessionaire(s)/ Consultant(s).

And whereas to meet the purpose aforesaid, both the parties have agreed to enter into this Integrity Pact
(hereafter referred to as Integrity Pact) the terms and conditions of which shall also be read as integral part and
parcel of the Tender documents and contract between the parties. Now, therefore, in consideration of mutual
covenants stipulated in this pact, the parties hereby agree as follows and this pact witnesses as under:-
 103

Article-1 Commitments of the Principal

(1) The Principal commits itself to take all measures necessary to prevent corruption and to observe the
following principles:-

1. No employee of the Principal, personally or through family members, will in connection with
the tender for, or the execution of a contract, demand, take a promise for or accept, for self, or
third person, any material of immaterial benefit which the person is not legally entitled to.

2. The Principal will, during the tender process treat all Bidder(s) with equity and reason. The
Principal will in particular, before and during the tender process, provide to all Bidder(s) the
same information and will not provide to any Bidder(s) confidential/ additional information
through which the Bidder(s) could obtain an advantage in relation to the tender process or the
contract execution.
(c) The Principal will exclude all known prejudiced persons from the process, whose conduct in the
past has been of biased nature.

(2) If the Principal obtains information on the conduct of any of its employees which is a criminal offence
under the IPC/PC Act or any other Statutory Acts or if there be a substantive suspicion in this regard, the
Principal will inform the Chief Vigilance Officer and in addition can initiate disciplinary actions as per its
internal laid down Rules/Regulations.

Article – 2 Commitments of the Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s).

The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) commit himself to take all measures
necessary to prevent corruption. He commits himself to observe the following principles during his participation
in the tender process and during the contract execution.

(a) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not, directly or through any other
person or firm, offer, promise or give to any of the Principal’s employees involved in the tender process
or the execution of the contract or to any third person any material or other benefit which he/she is not
legally entitled to, in order to obtain in exchange any advantage of any kind whatsoever during the tender
process or during the execution of the contract.

(b) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not enter with other Bidders into any
undisclosed agreement or understanding, whether formal or informal. This applies in particular to prices,
specifications, certifications, subsidiary contracts, submission or non-submission or bids or any other
actions to restrict competitiveness or to introduce cartelization in the bidding process.

(c) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not commit any offence under the
relevant IPC/PC Act and other Statutory Acts; further the Bidder(s)/ Contractor(s)/ Concessionaire(s)/
Consultant(s) will not use improperly, for purposes of completion or personal gain, or pass on to others,
any information or document provided by the Principal as part of the business relationship, regarding
plans, technical proposals and business details, including information contained or transmitted
electronically.

(d) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) of foreign-origin shall disclose the name
 104

and address of the Agents/ Representatives in India, if any. Similarly the Bidder(s)/ Contractor(s)/
Concessionaire(s)/ Consultant(s) of Indian Nationality shall furnish the name and address of the foreign
principle, if any.

(e) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will, when presenting his bid, disclose
any and all payments he has made, is committed to or intends to make to agents, brokers or any other
intermediaries in connection with the award of the contract. He shall also disclose the details of services
agreed upon for such payments.

(f) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not instigate third persons to commit
offences outlined above or be an accessory to such offences.

(g) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not bring any outside influence
through any Govt. bodies/quarters directly or indirectly on the bidding process in furtherance of his bid.

Article – 3 Disqualification from tender process and exclusion from future contracts.

(1) If the Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s), before award or during execution has
committed a transgression through a violation of any provision of Article-2, above or in any other form
such as to put his reliability or credibility in question, the Principal is entitled to disqualify the Bidder(s)/
Contractor(s)/ Concessionaire(s)/ Consultant(s) from the tender process.

(2) If the Bidder/ Contractor/ Concessionaire/ Consultant has committed a transgression through a violation
of Article-2 such as to put his reliability or credibility into question, the Principal shall be entitled to
exclude including blacklist and put on holiday the Bidder/ Contractor/ Concessionaire/ Consultant for
any future tenders/ contract award process. The imposition and duration of the exclusion will be
determined by the severity of the transgression. The severity will be determined by the Principal taking
into consideration the full facts and circumstances of each case particularly taking into account the
number of transgressions, the position of the transgressors within the company hierarchy of the Bidder/
Contractor/ Concessionaire/ Consultant and the amount of the damage. The exclusion will be imposed
for a minimum of 1 year.

(3) A transgression is considered to have occurred if the Principal after due consideration of the available
evidence concludes that “On the basis of facts available there are no material doubts”.

(4) The Bidder/ Contractor/ Concessionaire/ Consultant with its free consent and without any influence
agrees and undertakes to respect and uphold the Principal’s absolute rights to resort to and impose such
exclusion and further accepts and undertakes not to challenge or question such exclusion on any ground,
including the lack of any hearing before the decision to resort to such exclusion is taken. This
undertaking is given freely and after obtaining independent legal advice.

(5) The decision of the Principal to the effect that a breach of the provisions of this Integrity Pact has been
committed by the Bidder/ Contractor/ Concessionaire/ Consultant shall be final and binding on the
Bidder/ Contractor/ Concessionaire/ Consultant.

(6) On occurrence of any sanctions/ disqualification etc arising out from violation of integrity pact, the
Bidder/ Contractor/ Concessionaire/ Consultant shall not be entitled for any compensation on this
account.

(7) Subject to full satisfaction of the Principal, the exclusion of the Bidder/ Contractor/ Concessionaire/
Consultant could be revoked by the Principal if the Bidder/ Contractor/ Concessionaire/ Consultant can
prove that he has restored/ recouped the damage caused by him and has installed a suitable corruption
prevention system in his organization.
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Article – 4 Compensation for Damages.

(1) If the Principal has disqualified the Bidder(s) from the tender process prior to the award according to
Arcticle-3, the Principal shall be entitled to forfeit the Earnest Money Deposit/ Bid Security or demand
and recover the damages equivalent to Earnest Money Deposit/ Bid Security apart from any other legal
right that may have accrued to the Principal.

(2) In addition to 1 above, the Principal shall be entitled to take recourse to the relevant provisions of the
contract related to Termination of Contract due to Contractor/
Concessionaire/Consultant’s Default. In such case, the Principal shall be entitled to forfeit the

Performance Bank Guarantee of the Contractor/ Concessionaire/ Consultant and/ or demand and recover
liquidated and all damages as per the provisions of the contract/concession agreement against
Termination.

Article – 5 Previous Transgression

(1) The Bidder declares that no previous transgressions occurred in the last 3 years immediately before
signing of this Integrity Pact with any other Company in any country conforming to the anti corruption/
Transparency International (TI) approach or with any other Public Sector Enterprise/ Undertaking in
India or any Government Department in India that could justify his exclusion from the tender process.

(2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the tender process or
action for his exclusion can be taken as mentioned under Article-3 above for transgressions of Article-2
and shall be liable for compensation for damages as per Article-4 above.

Article-6 Equal treatments of all Bidders/Contractors/Concessionaires/Consultants/ Sub-contractors.

(1) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) undertake(s) to demand from all sub-
contractors a commitment in conformity with this Integrity Pact, and to submit it to the Principal before
contract signing.

(2) The Principal will enter into agreements with identical conditions as this one with all Bidders/
Contractors/ Concessionaires/ Consultants and Subcontractors.

(3) The Principal will disqualify from the tender process all Bidders who do not sign this Pact or violate its
provisions.

Article – 7 Criminal charges against violating Bidder(s)/ Contractor(s)/ Concessionaire(s)/

Consultant(s)/Sub-contractor(s).

If the Principal obtains knowledge of conduct of a Bidder/ Contractor/ Concessionaire/ Consultant or

Subcontractor, or of an employee or a representative or an associate of a Bidder/ Contractor/ Concessionaire/
Consultant or Subcontractor, which constitutes corruption, or if the Principal has substantive suspicion in this
regard, the Principal will inform the same to the Chief Vigilance Officer.
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Article – 8 Pact Duration

This Pact begins when both parties have legally signed it. (In case of EPC i.e. for projects funded by Principal
and consultancy services). It expires for the Contractor/ Consultant 12 months after his Defect Liability period is
over or 12 months after his last payment under the contract whichever is later and for all other unsuccessful
Bidders 6 months after this Contract has been awarded. (In case of BOT Projects) It expires for the
concessionaire 24 months after his concession period is over and for all other unsuccessful Bidders 6 months
after this Contract has been awarded.

If any claim is made/ lodged during this time, the same shall be binding and continue to be valid despite the lapse
of this pact as specified above, unless it is discharged/ determined by Chairman of NHAI.

Article - 10 Other Provisions.

(1) This pact is subject to Indian Law. Place of performance and jurisdiction is the Registered Office of the
Principal, i.e. New Delhi.

(2) Changes and supplements as well as termination notices need to be made in writing.

(3) If the Bidder/Contractor/Concessionaire/Consultant is a partnership or a consortium, this pact must be

signed by all partners or consortium members.

(4) Should one or several provisions of this agreement turn out to be invalid, the remainder of this agreement
remains valid. In this case, the parties will strive to come to an agreement to their original intentions.

(5) Any disputes/ differences arising between the parties with regard to term of this pact, any action taken by the
Principal in accordance with this Pact or interpretation thereof shall not be subject to any Arbitration.

(6) The actions stipulated in this Integrity Pact are without prejudice to any other legal action that may
follow in accordance with the provisions of the extant law in force relating to any civil or criminal
proceedings.
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In witness whereof the parties have signed and executed this Pact at the place and date first done mentioned
in the presence of following witness:-

____________________________

______________________________________

(For & On behalf of the Principal) (For & On behalf of the Bidder/ Contractor/ Concessionaire/ Consultant
)
(Office Seal )

Place________

Date_________

Witness 1 :

(Name & Address): ____________________

Witness 2 :

(Name & Address):______________________