ALIGARH DEVELOPMENT AUTHORITY (ADA)

Request for Proposal Document

for
Selection of Consulting Firm to carry out services of
Project Implementation Unit (PIU)
For Aligarh Development Authority (ADA)

Issued by:
Aligarh Development Authority (ADA)

In front of Our Lady Fatima School,

Ramghat Road,
Aligarh, Uttar Pradesh 202001
Telephone : 0571
0571-2740682
Website : [Link]
E-mail
mail : ada1981@[Link]
DISCLAIMER

This Request for Proposal (RFP) document is neither an agreement nor an offer by Aligarh
Development Authority (ADA) (Authority) to the prospective bidders or any other person.
The purpose of this RFP is to provide information to the interested parties that may be
useful to them in the formulation of their bid pursuant to this RFP.

Whilst the information in this RFP has been prepared in good faith, it is not and does not
purport to be comprehensive or to have been independently verified. Neither Authority nor
any of their officers or employees, nor any of their advisers nor consultants, accept any
liability or responsibility for the accuracy, reasonableness or completeness of, or for any
errors, omissions or misstatements, negligent or otherwise, relating to the proposed
Project, or makes any representation or warranty, express or implied, with respect to the
information contained in this RFP or on which this RFP is based or with respect to any
written or oral information made or to be made available to any of the recipients or their
professional advisers and, so far as permitted by law and except in the case of fraudulent
misrepresentation by the party concerned, and liability therefore is hereby expressly
disclaimed.

The information given is not an exhaustive account of statutory requirements and should
not be regarded as a complete or authoritative statement of law. Authority accepts no
responsibility for the accuracy or otherwise for any interpretation or opinion on the law
expressed herein.

The information contained in this RFP is selective and is subject to updating, expansion,
revision and amendment. It does not, and does not purport to, contain all the information
that a recipient may require. Neither Authority nor any of their officers, employees nor any
of its advisors nor consultants undertakes to provide any recipient with access to any
additional information or to update the information in this RFP or to correct any
inaccuracies therein which may become apparent. Thus, Authority does not make any
representation or warranty as to the accuracy, reliability or completeness of the information
in this RFP document and it is not possible for Authority to consider particular needs of
each party who reads or uses this RFP document. Each recipient must conduct its own
analysis of the information contained in this RFP or to correct any inaccuracies therein and
is advised to carry out its own investigation into the proposed Project, the legislative and
regulatory regime which applies thereto and by and all matters pertinent to the proposed
Project and to seek its own professional advice on the legal, financial, regulatory and
taxation consequences of entering into any agreement or arrangement relating to the
proposed Project.

The RFP is not a prospectus or offer on invitation to the public in relation to the sale of
shares, debentures or securities, nor shall this RFP or any part of it form the basis of or be
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relied upon in any way in connection with, any contract relating to any shares, debentures
or securities in considering an investment, if any, in the proposed Project, each recipient
should make its own independent assessment and seek its own professional, technical,
financial and legal advice.

Authority will not have any liability to any prospective Company / Firm or any other person
under any law (including without limitation the law of contract, tort), the principles of equity,
restitution or unjust enrichment or otherwise for any loss, expense or damage which may
arise from or be incurred or suffered in connection with anything contained in this RFP
document, any matter deemed to form part of this RFP document, the award of the
Assignment, the information and any other information supplied by or on behalf of
Authority or their employees, any Contractors or otherwise arising in any way from the
selection process for the Assignment. Authority will also not be liable in any manner
whether resulting from negligence or otherwise however caused arising from reliance of
any Bidder upon any statements contained in this RFP.

Authority will not be responsible for any delay in receiving the Bids. The issue of this RFP
does not imply that Authority is bound to select a Bidder or to appoint the successful
Bidder, as the case may be, for Works and Authority reserves the right to accept / reject
any or all of Bids submitted in response to this RFP document at any stage without
assigning any reasons whatsoever. Authority also reserves the right to withhold or
withdraw the process at any stage with intimation to all who submitted the RFP Bids.

Authority may, in its absolute discretion but without being under any obligation to do so,
update, amend or supplement the information, assessment or assumptions contained in
this RFP. Such revisions to the RFP / amended RFP shall be made available on the
website of Authority.

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 TABLE OF CONTENTS
NOTICE INVITING TENDER ...................................................................................................... 4
SECTION – II: INSTRUCTION TO BIDDERS ............................................................................ 6
SECTION – II: PROPOSAL DATA SHEET .............................................................................. 24
A. Proposal Data Sheet ....................................................................................................... 24
B. Duration of on boarding Consultant.............................................................................. 25
C. The Consultant will make presentations of its Deliverables to the Authority for
discussions as and when required. ...................................................................................... 25
D. Completion of Services .................................................................................................. 25
SECTION – III: TECHNICAL PROPOSAL FORMS ................................................................. 27
Form – 3A: Technical Proposal submission form ................................................................ 28
Form – 3B: Bidder Information Sheet ................................................................................... 31
Form – 3C: Minimum Turnover of the firm............................................................................ 32
Form – 3D: Project Specific Experience ............................................................................... 33
Form – 3E: Details of Key Personnel .................................................................................... 35
Form – 3F: Curriculum Vitae (CV) of Key Personnel ............................................................ 36
FORM – 3G: Power of Attorney ............................................................................................. 38
SECTION – IV: FINANCIAL PROPOSAL FORMS .................................................................. 40
Form – 4A: Financial Proposal Letter ................................................................................... 41
Form – 4B (Schedule – A): Financial Proposal ..................................................................... 42
SECTION – V: TERMS OF REFERENCE ................................................................................ 43
Terms of Reference ................................................................................................................ 44
SECTION-VI: DRAFT AGREEMENT FOR CONTANCY SERVICES ....................................... 46
Draft Agreement for provision of Consultancy Services ..................................................... 47
Annexure – 1 ........................................................................................................................... 72
Annexure – 2 ........................................................................................................................... 73
Annexure – 3 ........................................................................................................................... 74
Annexure – 4 ........................................................................................................................... 75
Annexure – 5 ........................................................................................................................... 76

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 NOTICE INVITING TENDER

1. Introduction

The V.C., Aligarh Development Authority (ADA) (Authority), on behalf of Authority invites
Proposals from reputed & eligible Consulting Firms in two stage systems (Stage – I:
Technical Bid and Stage – II: Financial Bid) for “Selection of Consulting Firm for Providing
Project Implementation Unit services for Aligarh Development Authority (ADA)”

(a) Critical Data Sheet

Interested parties may download the Tender document available at the site of Authority
[Link]
(b) Some important dates for this tender process are as follows:

Sl. No. Event Description Date

Selection of Consulting Firm for Providing
1 Name of work Project Implementation Unit services for
Aligarh Development Authority (ADA)
Date of Publishing on website 24/12/2025

2 Date of Downloading start of RFP

24/12/2025 at 10.00 a.m.
from website

Last date for receiving queries/

3 08/01/2026 by 12.00. p.m.
clarifications
4 Pre-proposal meeting (online) 09/01/2026 at 12.00 p.m.
5 Authority response to queries 10/01/2026
6 Last date for Submission of Bid 16/01/2026 by 12.00 p.m.
7 Opening of Technical Bids 16/01/2026 at 03:00 p.m.
8 Invitation for Presentation To be intimated later
9 Declaration of Technical Bid Result After acceptance of Competent Authority
10 Opening of Financial Bids To be informed after Technical Evaluation
Within One month after acceptance of
11 Letter of Award (LOA)
Competent Authority

2. Brief Scope of the Work

In brief, the scope of work for the appointed Consultant shall be providing Project
Implementation Unit (PIU) services to Aligarh Development Authority. The detailed Terms
of Reference (ToR) shall be as described in Section - V of this Tender Document.

3. Method of Selection

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The successful Bidder will be selected as per Lowest Quote (L1) method and procedures
described in this Tender Document.
4. Clarifications

Clarification / Query, if any, on the Tender Document can be obtained from the following
address:
Executive Engineer
Aligarh Development Authority
Address: In front of Our Lady Fatima School, Ramghat Road, Aligarh, Uttar Pradesh
202001
Contact number: 9711354131
Email: ada1981@[Link]
Website: Aligarh Development Authority ([Link])

5. Authority reserves the right to accept or reject any or all Tenders / proposal without
assigning any reason and no correspondence shall be entertained in this regard.

Vice Chairman,
Aligarh Development Authority (ADA).

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SECTION – II: INSTRUCTION TO BIDDERS

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1. Background

1.1. Aligarh Development Authority (ADA) endeavours to appoint a Consulting Firm for
carrying out the Project Implementation Unit services for the projects being undertaken
by ADA in the city of Aligarh.

1.2. In view of limited resources available with Authority and keeping in view the nature and
size of the project, Authority now seeks services of a Consultant firm in performing the
Project Implementation Unit services in Aligarh, (“Consultancy”).

1.3. Authority will carry out a transparent competitive bid process for identification and
selection of a consultant to act as “Consultant”.

2. Projects under the Scope

2.1. The Projects being undertaken by Aligarh Development Authority falls under the
scope of this study.
3. Objective of the Assignment

3.1. Objective of the assignment is to select a Consultant which will then perform the duties of
Project Implementation Unit (PIU) for Aligarh Development Authority.
4. Detailed Scope of Work for the services

4.1. The scope of work for the Consultant is defined below:

The PIU will be responsible for project implementation and supervision. The
selected consultant shall perform all tasks outlined under the defined scope during the
contract period. Their role will include providing comprehensive support to ADA in the
overall management of projects, encompassing planning, implementation, and
supervision to ensure timely and quality execution. All equipments, stationery,
machinery, softwares, computers/laptops, printers or any additional equipments etc.
required for project management, implementation and supervision shall be provided by
the selected consultant to deployed experts. No payment in this regard shall be borne
by ADA.

The PIU shall also assist the ADA in supervision & monitoring of the work of
implementing agencies and shall be responsible for overall management, quality control
of the project. To meet this requirement the selected consultant could meet to perform
following main task towards overall projects management.

During the project implementation of projects, the Consultant shall:

1. The consultant shall initially mobilize the team following notice to proceed within
ten working days of allotment of work or further extension granted by DA.
2. Handhold/ support ADA for project site survey, architectural/structural design &
drawing, estimation, supervision, cost control, quality assurance, scheduling,
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 monitoring, reporting, and ensuring compliances and due diligences required for
the project.
3. Planning, scheduling and monitoring of the projects.
4. Assist ADA in monitoring of progress as per programme performance monitoring
system and generate MIS progress report for physical and financial progress.
5. Develop and implement procedure for timely payments to the contractors and
monitor for compliance.
6. Monitor implementation of mitigation measures for the project and update the
Plan as per requirement.
7. Scrutinize the contractors’ detailed work program and guide contractors in
preparation of supervision schedule/ work plan for each module.
8. The implementation programme would depend upon whether the project has
been awarded on design build or EPC.
9. Contract administration and management of the modules
10. Supervise and monitor construction work of each contracted module
11. Scrutinize construction methods proposed by contractors including
environmental, safety, personnel and public issues
12. Assess the adequacy of the contractors’ inputs in material, labor and
construction methodology and provide advisory whenever required
13. Formulate a rehabilitation & resettlement framework as per requirement and
monitor implementation of social safeguards & environmental standards, if any
14. Review the construction designs and drawings to be furnished by contractor (for
design build contract and EPC Projects)
15. PIU would ensure that the comments (based on the review) have been
incorporated by the contractor/Concessionaire or full justification supported by
technical standards/ practices /specification. In case of non- compliance, the
issue would need to be dealt as per the provision of the contact/ Concessionaire
agreement
16. Carry out necessary quality control activities and certify that the quality of works
conforms to the prescribed standards
17. PIU’s role will be limited to random quality checks as per CPWD/MORTH and
other relevant schedules of construction activities from start to finish.
18. Assist ADA in setting up the laboratory, collecting samples, arranging testing,
preparing test reports, and reporting to the Executive Engineer through
inspection visit reports and monthly reports.
19. Suggest interactions with authorities as required and monitor action taken on
observations, ensuring tests are conducted as per specifications.
20. PIU team will visit sites, collect samples from ongoing works, and test them in
ADA’s laboratory; samples requiring external testing will be sent to approved
labs, with costs borne by ADA or contractors as per contract terms.
21. Compare test results (in-house or external) with contract specifications and
submit reports; advise Engineer-in-Charge to rectify defects and provide
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 monthly reports on actions taken.
22. Position a Field Quality Surveillance team for ADA contracts to ensure regular
site inspections and proper quality and workmanship by construction agencies;
submit inspection and monthly reports.
23. Any specialized testing equipment required shall be arranged by PIU at ADA’s
cost.
24. PIU will be fully responsible for the authenticity of test results and submit
original reports to ADA on time without site-related delays.
25. PIU shall plan testing requirements well in advance to ensure timely results and
advise ADA on any additional equipment needed for sanction and procurement.
26. PIU’s reports will be recommendatory, informing ADA management about
material quality, workmanship, and actions taken by the Engineer-in-Charge;
implementation of recommendations will rest with ADA as per the works
contract agreement.
27. PIU shall be supplied with the latest construction drawings, technical
specifications, and items of work to be executed by ADA.
28. ADA shall provide facilities for the testing laboratory, required equipment, and
suitable office accommodation with water, electricity, and furniture (tables,
chairs, almirah, wardrobe, computer table, etc.) free of cost for PIU use.
29. ADA shall issue instructions to all working agencies to cooperate with the Field
Quality Surveillance Team and provide necessary equipment and labor for
sampling and site checks.
30. PIU shall maintain confidentiality of all test results and submit reports directly to
the Executive Engineer, ADA, in sealed cover.
31. Supervising the construction of various contract packages for related outputs of
the Programme.
32. Entry in Measurement book of executed work, verify running/interim payments
and supporting details of the work done for recommending the payment to be
made by ADA.
33. Ensure that contactor/Concessionaire has furnished as–build drawings for each
project
34. Review and verify interim and supporting details for payments to be made by
ADA.
35. Assist ADA in resolution of all contractual issues including examining the
contractor’s claims for variations/ extensions or additional compensations etc.
and prepare recommendations for approval by the ADA.
36. Assist third party inspection of work carried out by contractors, if necessary, as
decided by ADA.
37. Assist the ADA in issue of completion certificates
38. Undertake periodical inspection of the work of each of the project assessing the
physical and financial progress as per the implementation programme furnished
by the contractors
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 39. Prepare on behalf of ADA monthly project progress reports describing the
physical and financial progress of each project, highlighting impediments to the
quality and progress of the works and remedial actions, to be submitted to ADA.
40. Highlights the issue in the deliverable of each contractor and assist ADA in their
resolution
41. Monitoring the performance of the overall system in terms of availability &
efficiency against the service levels
42. Suggest corrective and preventive measures to ADA to enhance the
performance of the system
43. Coordinate with all the stakeholders and support the state departments while
interacting with various agencies (internal and external) during the course of the
project
44. Build mechanisms to ensure coordination and consultation between all key
stakeholders and members of the ADA on a continued basis to facilitate the
execution of the project
45. Monitoring the O&M.
5. Risk involved and Mitigation Measures

a. Timely and close interaction, coordination and cooperation between the project
team members, the Authority as well as all stakeholders to make them aware of
the consequences, and plan and implement appropriate solutions for mitigating
the risks.

b. Suggest alternative designs and appropriate strategies for mitigation of

uncertainties
6. Reporting

a. The Consultant will work closely with the Authority. A designated officer of the
Authority will be responsible for the overall coordination and project
development. He will play a coordinating role in dissemination of the
Consultant’s outputs, facilitating discussions, and ensuring required reactions
and responses to the Consultant.

b. The Consultant will make a presentation on the Inception Report for discussion
with the Authority. This will be a working document.

c. Regular communication with the Authority and the designated officer is required
in addition to all key communications. This may take the form of telephone/
teleconferencing, emails, faxes, and occasional meetings.

d. The Deliverables shall be submitted as per Form provided in this RFP

7. Eligibility Criteria for Project

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 7.1. For consideration of proposal’s evaluation, the Bidder must necessarily satisfy the
following Eligibility conditions.

7.2. To be eligible for evaluation of its proposal, the Bidder shall fulfil the following
Technical Criteria (Domestic (in India))

S. Documentary Evidence to
Minimum Qualification Criteria
No. be provided
The Bidder should be a company incorporated Certificate of Incorporation.
under Indian Companies Act 1956 or 2013 / a
A Partnership Firm / a LLP or a Sole
Proprietorship firm.
Annual financial turnover from Professional Certificate signed by
Services during the each of last three years, Statutory Auditor
B ending 31st March 2025, should be at least INR
100.00 Crore

Bidder should have undertaken atleast 3 similar Completion Certificate/

assignments of providing PIU / PMC services to Certificate signed by
C
the government authorities at central / state / Statutory Auditor
ULB level.

7.3. Bidder(s) will submit the responses with respect to clause 8.2 in the formats
provided in the RFP.

7.4. Any entity which has been barred by the Central Government, any State
Government, a statutory authority, or public sector undertaking, as the case may be,
from participating in any project, and the bar subsists as on the date of Proposal,
would not be eligible to submit a Proposal either by itself or through its Associates.

7.5. A Bidder or its Associate should have, during the last three years, neither failed to
perform on any agreement, as evidenced by imposition of a penalty by an arbitral or
judicial Authority or a judicial pronouncement or arbitration award against the
Applicant or its Associates, nor been expelled from any project or agreement nor
have had any agreement terminated for breach by such Applicant or its Associates.

8. Pre-Proposal Meeting and Communication

8.1. Pre-Proposal meeting is scheduled to be held on date and time as mentioned in

Proposal Data Sheet and the last date for the submission of Pre-Proposal queries is
as mentioned in Proposal Data Sheet.

8.2. Bidders to send their requests to email ID mentioned in Data Sheet for receipt of
the web-link for participation in the Pre-Proposal Conference. The queries
regarding the RFP shall also be sent to the email id provided above.
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 8.3. The official website of the Authority is [Link] Bidders are
advised to visit the Authority's website mentioned above to keep themselves
updated for any changes/modifications related to this RFP. All communications
pertaining to the RFP be sent to the email mentioned in Data Sheet.

9. Clarification and Addendums

9.1. Bidder may request a clarification on any clause of the document up to the date
indicated in Proposal Data Sheet in Section-II. Any request for clarification must
be sent in writing, or by e-mail to mention in the Clause 6.3 of this ITB.

9.2. The Authority will upload the responses (including an explanation of the query
but without identifying the source of query) on the e procurement website
mentioned in the Data Sheet . Should the Authority deem it necessary to amend
the RFP document as a result of a clarification, it shall do so following the
procedure mentioned hereunder:
(i) At any time before the submission of Bids, the Authority may amend the
RFP document by issuing an addendum/corrigendum (amendment) and
the information of issue of such amendment will be uploaded on the
Authority’s website and will be binding on the Bidders. The Bidders shall
acknowledge receipt of all amendments. To give reasonable time to the
bidders to take an amendment into account, the Authority may, if the
amendment is substantial, extend the deadline for the submission of
Proposals. The amendment / clarification, if any, to the document will be
available one procurement website of the Authority.

10. Preparation of Proposals

In preparing their Proposals, Bidders are expected to examine in detail the

documents comprising the RFP document. Material deficiencies in providing the
requested information may result in rejection of the Bidder’s Proposal.

Bidders shall adhere to the requirements mentioned below:-

10.1. EMD

10.1.1. Bidders shall furnish EMD as mentioned in Section II Proposal Data

Sheet. EMD for the mentioned amount shall be paid to Authority in hard form,
in shape of Bank Guarantee / Demand Draft/ RTGS/ NEFT in favour of “Vice
Chairman, Aligarh Development Authority (ADA). The proposal not
accompanied by EMD shall be rejected as non-responsive.

10.1.2. No interest shall be payable by the Authority for the sum deposited as
Earnest Money Deposit.

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10.1.3. The EMD of the unsuccessful bidders would be returned within one month
of signing of the contract.

10.1.4. The EMD shall be forfeited by the Authority in the following events:
(i) If Proposal is withdrawn during the validity period or any extension agreed
by the Bidder thereof.

(ii) If the Proposal is varied or modified in a manner not acceptable to the

Authority after opening of Proposal during the validity period or any
extension thereof.

(iii) If the Bidder tries to influence the evaluation process.

(iv) If the First ranked Bidder withdraws his proposal during negotiations
(failure to arrive at consensus by both the parties shall not be construed as
withdrawal of Proposal by the Consultant)

(v) In case the Bidder, submits false certificate in terms of any documents
supported to such RFP.

(vi) If the Bidder fails to sign the contract in accordance with conditions of
contract on receipt of award of work.

(vii) If the Bidder fails to furnish the Performance security deposit in accordance
with conditions of contract.

(viii) In case of a Bidder revoking or withdrawing his Proposal or varying any terms
in regard thereof without the consent of the Authority in writing, his earnest
money paid along with the RFP shall be forfeited.

10.2. Taxes
The Bidders shall fully familiarize themselves with the applicability of all types
of taxes (such as inter alia Income Taxes, custom duties, fees, levies, GST
and any other taxes). All such taxes, as prevailing on date of submission of
the proposals, must be included by the Applicant in the Financial Proposal
along with the conditions mentioned therein, except for GST which will be
quoted separately by the Bidder as per Form –4B. It may be noted that the
bidder shall have to be registered with GST and shall submit the proof of the
same. The reimbursement shall be made as per the applicable taxation rules
and regulations.

10.3. Currency
Bidders shall express the price of the consultancy work in Indian
Rupees.

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 10.4. Language
The Proposal as well as all related correspondence exchanged between the
Bidders and the Authority shall be in English language and shall be strictly as
per the formats attached in this RFP Document. The Authority will evaluate
only those proposals that are received in the specified formats and are
complete in all respects. Any supporting documents submitted by the Bidder
with its Proposal or subsequently, in response to any query/ clarification from
the Authority shall be in English and in case any of these documents is in
another language, it must be accompanied by an accurate translation of all
the relevant passages in English, and in such case, for all purposes of
interpretation of the Proposal, the translation in English shall prevail.

10.5. Proposal Validity

The Section – II: Proposal Data Sheet indicates for how long the Proposals
submitted by the Bidders must remain valid after the submission date. During
this period, Bidders shall maintain the availability of Key Personnel staff
nominated in the Proposal and also the amount quoted for the services in the
Financial Proposal shall remain unchanged. Should the need arise, the
Authority may request Bidders to extend the validity period of their Proposals.
Bidders who agree to such extension shall confirm that they will maintain
the availability of the Key Personnel staff proposed in the Proposal and that
their financial Proposal will remain unchanged. Also, in their confirmation of
extension of validity of the Proposals, Bidders could submit new staff in
replacement, which would be considered in the final evaluation for Contract
award. The Bidders have the right to refuse to extend the validity of the
Proposals and Proposals of such Bidders, who do not extend the validity of
their Proposals, shall not be considered for further evaluation.

10.6. Number of Proposals

A Bidder can submit one bid as a single entity. In case a Bidder submits or
participates in more than one Proposal, the application of the Bidder shall be
rejected summarily.

10.7. Proposals by Joint venture/consortium

10.7.1. No JV Consortium is allowed.

11. Conflict of Interest

11.1. Authority requires that selected bidder (Consultant) provides professional,

objective, and impartial advice and always holds the Authority's interests\
paramount, strictly avoids conflicts with other assignment(s) / job(s) or his own
corporate interests and act without any consideration for future work.

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11.2. Without limitation on the generality of the foregoing, Bidders, and any of their
affiliates, shall be considered to have a conflict of interest and shall not be recruited,
under any of the circumstances set forth below: -
(i) Conflicting Activities: A firm or any of its affiliates who have been engaged
by the Authority to provide goods, works or assignment/job other than
consulting assignment / job for a project shall be disqualified from providing
consulting assignment / job related to those goods, works or assignments /
jobs. Conversely, a firm or any of its affiliates who have been hired to provide
consulting assignment / job for the preparation or implementation of a project,
and any of its affiliates, shall be disqualified from subsequently providing
goods or works or assignment / job other than consulting assignment / job
resulting from or directly related to the firms consulting assignment / job for
such preparation or implementation. For the purpose of this paragraph,
assignment / job other than consulting assignment / job are defined as those
leading to a measurable physical output; for example surveys, exploratory
drilling, aerial photography, satellite imagery etc.

(ii) Conflicting assignment/ job: A Consultant {including its Personnel and Sub-
Consultant(s)} or any of its affiliates shall not be hired for any assignment/ job
that by its nature may be in conflict with another assignment/ job of the
Consultant to be executed for the same or for another Authority, for example
a Consultant hired to prepare engineering design for an infrastructure project
shall not be engaged to prepare an independent environmental assessment
for the same project and a Consultant assisting an Authority in the
privatization of public assets shall not purchase nor advise purchasers of
such assets.

(iii) Conflicting Relationships: A Consultant (including its Personnel and Sub-

Consultants) that has a business or family relationship with a member of the
Authority's staff who is directly or indirectly involved in any part of (i) the
preparation of the Terms of Reference of the assignment/job (ii) the selection
process for such assignment/job or (iii) supervision of the Contract, may not
be awarded a Contract unless the conflict stemming from this relationship has
been resolved in a manner acceptable to the Authority throughout the
selection process and the execution of the Contract.

11.3. Consultants have an obligation to disclose any situation of actual or potential

conflict that impacts their capacity to serve the best interest of Authority, or that may
reasonably be perceived as having this effect. Any such disclosure shall be made
as per the standard forms of technical proposal provided herewith. If the Consultant
fails to disclose said situations and if the Authority comes to know about any such
situation at any time, it may lead to the disqualification of the Consultant during
bidding process or termination of its Contract during execution of assignment.

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 11.4. No agency or current employees of the Authority shall work as consultants
under their own ministries, departments or agencies.

12. Acknowledgement by the Bidder

It shall be deemed that by submitting the proposal, the Bidder has

12.1. Made a complete and careful examination of the RFP document for
Consultancy;

12.2. Received all relevant information requested from the Authority;

12.3. Satisfied itself about all matters and necessary information required for
submitting a competitive bid;

12.4. Acknowledged that it does not have a Conflict of Interest; and

12.5. Agreed to be bound by the undertaking provided by it under the terms and
conditions laid in this RFP document.
13. Submission of Proposal

The Proposal shall be uploaded only on the e tendering website mentioned in Proposal
Data Sheet.

Online Submission only: Technical Proposal

(a) Original tender document with all addendums and corrigendum issued till
date duly stamped and signed by the authorized signatory of the bidder.

(b) Form-3A: Technical Proposal Submission Form duly stamped and signed by
the Authorized Signatory of the Bidder

(c) Power of Attorney duly stamped and signed

(d) Copy of GST Registration Certificate

(e) Copy of PAN card of the Bidder

(f) Form-3C Annual Turnover

(g) Form-3D: Project Specific Experience as per clause 8 duly stamped and
signed by the Authorized Signatory of the Bidder.

(h) Copies of completion certificates on client letter head for the projects
submitted in above Forms

(i) Form-3E: Particulars of Key Personnel duly stamped and signed

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 (j) Form-3F: Curriculum Vitae (CV) of Key Personnel

(k) Form-3G: Power of Attorney for Authorised Representative

(l) Each CV shall bear original signatures of Key Personnel and the Authorized
signatory of the Bidder.

(m) A CV shall be summarily rejected if the educational qualification of the Key

Personnel proposed does not match with the requirement stipulated in the
RFP document or if Team Leader proposed for the assignment is not on the
payroll of the Bidder (Lead Member).

It may be noted that the Technical Proposal shall not contain any reference to
the Consultancy fee

Online Submission only: Financial Proposal shall be as per Section IV of this

RFP.
(i) This will contain consultancy fee to be charged for completing the work

(ii) While working out consultancy fees, following points should be noted:

(a) The Bidders will have to make their own arrangements for the
transport/accommodation/TA/DA/office space of their personnel assigned
to this project. The price quoted shall also include the Bidders
representative visit to various offices, and other places for meetings, data
collection, presentations, public consultation, secretarial staff, their salary,
allowances, overhead expenditure etc.

(b) All duties, taxes, royalties, and other levies payable by the bidder under
the Contract, or for any other cause, shall be included in the rates, prices,
and total Bid price submitted by the Bidder. The rates and prices quoted
by the Bidder shall be fixed for the duration of the Contract and shall not
be subject to any adjustment. The prices shall be quoted by the Bidder
entirely in Indian Rupees. All payments shall be made in Indian Rupees
(INR). The total duration of consultancy services shall be specified in
Section-V: Terms of Reference

14. Extension of Bid submission date

The Authority may extend the date of submission of bids by issuing an addendum and
uploading the same on Authority’s website.

15. Late Proposal

Proposals received by the Authority after the specified bid submission date or any
extension thereof, pursuant to clause 13, shall not be considered for evaluation and
17
 shall be summarily rejected.

16. Modification/Substitution/Withdrawal of Proposals

The bidders may modify, substitute, or withdraw their Proposal before the submission
deadline as mentioned NIT in this RFP document.

No Proposals shall be modified after the deadline for submission of Proposals.

17. Proposal Opening and Evaluation

17.1. From the time the proposals are opened to the time the Contract is awarded,
the Bidders should not contact the Authority on any matter related to its Technical
and/or Financial Proposal. Any effort by Bidders to influence the Authority in the
examination, evaluation, ranking of Proposals, and recommendation for award of
Contract may result in the rejection of the Bidders’ Proposal.

17.2. The Authority will constitute a tender evaluation committee (TEC) or existing
committee constituted by the state government as per the current procurement
procedures which will carry out the evaluation process

17.3. Proposal opening shall be carried out in two stages. Firstly, ‘Technical
Proposal’ shall be opened on the date and time mentioned in Section – II: Proposal
Data Sheet (Proposal Due Date). ‘Financial Proposal’ of those Bidders whose
Technical Proposal has been determined to be responsive and obtained a Minimum
Technical score of 70 marks as stipulated in the RFP Document, shall be opened
on a subsequent date, which will be notified to such Bidders. In the event of the
specified date for the submission of bids being declared a holiday for the Authority,
the Proposals will be opened at the appointed time and location on the next working
day. Proposals for which a notice of withdrawal has been submitted in accordance
with Clause 16 shall not be opened.

17.4. The TEC shall evaluate the Technical Proposals on the basis of their
responsiveness to the Terms of Reference and by applying the evaluation criteria,
sub-criteria specified Clause 19. In the first stage of evaluation, a Proposal shall be
rejected if it is found deficient or found not meeting the minimum eligibility criteria as
mentioned in clause 5 of this ITB. Only responsive Proposals shall be further taken
up for evaluation. A Proposal shall be considered responsive only if:

(i) It is received by the Bid submission date and time including any extension
thereof, pursuant to Clause 13
(ii) It is accompanied by the Earnest Money Deposit’ as specified in Clause 8.1;
(iii) It does not contain any condition or qualification or suggestion or submission.

17.5. The Authority shall inform the Bidders, whose Technical Proposals are found
18
 responsive and thereafter the Technical and Financial Proposal will be evaluated on
the marking system mentioned in Clause 17.

17.6. Authority shall inform the Bidder whose Technical Proposal fulfils the criteria
stipulated in the RFP document, of the Date, Time and Place of opening of the
Financial Proposals. The Bidders so informed, or their representative, may attend
the meeting of opening of Financial Proposals.

17.7. At the time of the opening of the ‘Financial Proposals’, the names of the
Bidders, whose Proposals were found responsive along with the prices, the total
amount of each Proposal, and such other details as the Authority may consider
appropriate will be announced by the Authority at the time of Proposal opening.

17.8. Upon the opening of financial Proposal, the financial score and combined
score of Technical and financial proposal will be worked out as per clause 17.

18. Key Personnel for the Project

The table below presents the list of key experts necessary to be deployed for the
project along with a summary of the educational qualifications and minimum relevant
work experience required from such experts. CVs proposed for any expert role shall
be summarily rejected if conditions of minimum educational qualification and essential
criteria/criterion under professional experience are not met.

18.1. Key Personnel

Position Years of No. of Qualification Marks
Experience Projects in
Relevant
Sectors1
Project Manager 20 4 Master’s degree in Civil 10
engineering or Planning.
Candidate having experience
in PWD/ NHAI will be
preferred.

1
Relevant Sector shall mean PMU / PIU / PMC services for a government client.
19
Structural 10 3 Masters Degree in 7
Engineer Engineering (Civil) with
specialization in structures.

Quantity Surveyor 6 3 Bachelors Degree in 4

Engineering (Civil)
Candidate having experience
in Building Construction
Projects/ Urban
Infrastructure.
Support Engineer 3 2 Bachelors Degree in 3
(3 Nos) Engineering (Civil) (each)
Candidate having experience
in Building Construction
Projects/ Urban
Infrastructure.
Support Engineer 3 2 Bachelors Degree in 3
(1 No) Engineering (Electrical)
Candidate having experience
in Building Construction
Projects/ Urban
Infrastructure.
GIS Expert 3 3 Bachelors Degree in 2
Engineering / GIS / Remote
Sensing
Total 35

#Note 1: Consultant shall not replace the above resources within 1 (one) month from the date of award of work.
Replacement of resources shall be allowed only due to conditions beyond the control of consultant such as medical
emergency, resignation of resources from the organization.
#Note 2: In cases other than note 1 above, if replacement of above resources is proposed by the consultant within 1 (one)
month from the date of award of contract, 10% of monthly fees of that particular resource may be deducted.
#Note 3: Replacement of above resources shall be done by the consultant with prior approval from the Authority.

18.2. Support Role

The Consultant shall bring in other support staff as and when required at no extra
cost to Authority.

19. Evaluation of Technical Proposal & Financial Proposal

19.1. For the Bidders that qualify the Minimum Qualification criteria as per clause
5.2 shall be further evaluated. The Technical Score (St) consists of marks allocated
to following two parts
a) Technical Presentation – Consisting of credentials, Approach and Methodology
b) Key Personnel

19.2. Criteria, sub-criteria, and point system for the evaluation of the Technical
Proposals:

20
 Maximum
S. No. Criteria
marks
The bidder should have experience in carrying out relevant
assignments (PMU / PMC / PIU) for a government client where
the capital cost of project should not be less than Rs 150 Crore.
1 15
One Project- 5 Marks
Two Projects – 10 Marks
Three or More Projects – 15 Marks
The bidder should have average annual turnover from the
Professional Services of Rs. 100 Crore in past three financial
years
1 Less than Rs 100 Crore – 0 Mark 20
More than Rs. 100 Crore less than Rs. 200 Crore– 10 Marks
Rs. 200 Crore or more – 20
Marks
2 Technical Presentation
Technical approach and methodology: 5 marks
2a 10
Work Plan, Organization and Staffing: 5 marks
Presentation on understanding of Project context,
2b 20
Appreciation of Project, Sector Experience.
Sub-Total 65
3 Key Personnel - qualifications and competences for the assignment
3a Project Manager 10

3b Structural Engineer 7

3c Quantity Surveyor 4

3d Support Engineer – Civil (3 Nos) 3 (each)

3e Support Engineer – Electrical (1 No) 3

3f GIS Expert 2
Sub-Total 35
Grand Total 100

19.3. The Bidder will submit the Approach and Methodology, Work Plan and also
make the presentation. The submission and presentation will be evaluated by a
committee appointed by Authority and provide a technical score (Tech PPT).

19.4. Key personnel qualification and competencies will be evaluated as per clause
18.1 and provide a technical score (KeyP)

19.5. Short listing of Bidders

21
 The bidders ranked on the basis of technical score (St), not more than five shall be
pre- qualified and shortlisted for price evaluation in the second stage. The Minimum
technical Score to pass the technical proposal is 70 marks. However, if the number
of such prequalified bidder is less than two, Authority at its sole discretion, pre-
qualify the Bidder(s) whose technical score is less than 70 marks provided that in
such event, the total number of pre-qualified and shortlisted bidder shall not exceed
two.

20. Award of Contract

20.1. The Authority shall issue a Letter of Award (LoA) to the bidder who has
qualified the technical evaluation and who has quoted the Lowest amount as per
the financial proposal at Form 4 B (“Selected Bidder”). It may also notify all other
Bidders about the decision taken (if requested by other Bidders).

20.2. The Consultant will sign the contract after fulfilling all the formalities/pre-
conditions mentioned in the Draft Agreement for Provision of Consultancy Services
in Section VI, within 15 days of issuance of the Letter of Award.

20.3. The Consultant is expected to commence the Assignment/job on the date and
at the location specified in Draft Agreement.
21. Insurance

The Consultant shall maintain at his own cost personal and accident insurance for all
his Personnel and property as considered satisfactory by the Client to cover any risks
arising from work and services to be rendered by the Consultant under this
Consultancy Agreement. The Consultant shall ensure the same for his sub-Consultants
also. Client shall not be responsible for any such events or effects thereof. A statement
to this effect may be submitted with the offer.

22. Indemnity

It shall be deemed that by submitting the Bid, the Bidder agrees and releases the
Employer, 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.

23. Fraud and Corrupt Practices

23.1. The Bidders 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 for Consultancy, the

22
 Authority shall reject a Proposal without being liable in any manner whatsoever to
the Bidder, if it determines that the Bidder 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 the EMD or Performance Security, towards
damages payable to the Authority for, inter alias, time, cost and effort of the
Authority, in regard to the RFP for Consultancy, including consideration and
evaluation of such Bidder’s Proposal.

23.2. Without prejudice to the rights of the Authority under Clause 21 (Insurance)
hereinabove and the rights and remedies which the Authority may have under the
LOA or the Agreement, if a Bidder or 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 after the issue of the LOA or the
execution of the Agreement, such Bidder or Consultant shall not be eligible to
participate in any RFP or RFP for Consultancy issued by the Authority during a
period of two years from the date such Bidder or Consultant, as the case may be, is
found by the Authority to have directly or through an agent, engaged or indulged in
any prohibited practices, as the case may be.

24. Ownership of Document and Copyright

All the deliverables and study outputs including primary data shall be compiled,
classified and submitted by the Consultant to the Authority in hard copies and editable
soft copies in addition to the requirements for the reports and deliverables indicated in
the Terms of Reference. 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 prior written permission of the Authority. In the case of any
deliverables by Consultant consisting of any Intellectual Property Rights ("IPR") rights
of the Consultant, the Consultant shall provide the Authority with necessary
irrevocable royalty-free license to use such IPR. Further, for the avoidance of any
doubt, it is clarified that any intellectual property developed during the course of, or as
a result of, the services rendered in relation to the consultancy, shall be and remain
property of the Authority.

23
 SECTION – II: PROPOSAL DATA SHEET

A. Proposal Data Sheet

Clause No. Reference Particulars Description

of Data of ITB
Sheet
1. 1.4 Authority Vice Chairman, Aligarh Development Authority

2. 1.4 Name of Selection of Consulting Firm for Providing Project

Assignment Implementation Unit services for Aligarh
Development Authority (ADA)

3. - Method of Selection L1

4. 6.3 Email for ada1981@[Link]

correspondence
with client
5. 8.1 EMD Schedule A- Rs.1,00,000/- (Rupees One
lakh only)

6. 8.2 Cost of Tender INR 10,000/- + 1800/- (GST) e-tender frees

Processing Fee through online payment system
7. 8.7 Bid Validity 120 days from the bid Due Date

8. Estimated type of 9
Key Personnel
required
9. Period of 12 months from date of award
assignment
10. 5.2 The formats of (i) Form 3A: Technical Proposal
Technical Proposal submission form
(ii) Form-3B: Bidder information
(iii) Form-3C: Annual Turnover of the firm
(iv) Form-3D: Project Specific Experience
(v) Copy of Completion certificate or
Statutory Auditor Certificate to be
provided to substantiate the claim
11. 17.1 and (i) Form-3E: Particulars of Key Personnel
17.2 (ii) Form-3G: CV of key Personnel
(iii) Form 3H: Power of Attorney for
Authorised Signatory
12. Bank A/C No. - 85142010026648
24
 Clause No. Reference Particulars Description
of Data of ITB
Sheet
Details IFSC Code - CNRB0018514
Beneficiary Name - VC ADA ALIGARH
Bank Name - Canara Bank

B. Duration of on boarding Consultant

The Authority would endeavor to adhere to the following schedule:

S. No. Event Description Date
1. Date of Publishing of RFP on Website 24/12/2025
2. Date of Downloading start of RFP from website 24/12/2025
3. Last date for receiving queries/ clarifications 08/01/2026
4 Pre-proposal meeting 09/01/2026
5 Authority response to queries 10/01/2026
6 Last date for Submission of Technical Bids + 16/01/2026
Financial Quote (Proposal Due Date)
7 Opening of proposal of Technical Bids 16/01/2026
8 Invitation for Presentation Will be intimated
9 Declaration of Technical Bid Result After acceptance of
competent authority
10 Opening of financial bid To be informed after
Technical Evaluation
11 Letter of Award (LOA) Within One month after
acceptance of
Competent Authority

C. The Consultant will make presentations of its Deliverables to the Authority for
discussions as and when required.

D. Completion of Services

All the deliverables shall be compiled, classified, and submitted by the consultant to
the Authority in soft form and hard copies. The documents comprising the
deliverables shall remain the property of the Authority and shall not be used by the
Consultant for any purpose other than that intended under these Terms of
Reference without the permission of Authority. The Assignment shall stand
completed on acceptance by the Authority of all the deliverables, as mandated
under the Agreement/ work-order for the Assignment. Unless completed earlier, the
25
Assignment shall be deemed completed and finally accepted by the Authority and
final deliverable shall be deemed approved by the Authority as satisfactory upon
expiry of 45 (Forty Five) days after receipt of the final deliverable unless the
Authority, within such 45 days 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.

26
SECTION – III: TECHNICAL PROPOSAL FORMS

27
 Form – 3A: Technical Proposal submission form

To,
The Vice Chairman,
Aligarh Development Authority,
Aligarh, Uttar Pradesh

Sub: RFP dated [insert date and month], 2025 for Selection of Consulting Firm for
Providing Project Implementation Unit services for Aligarh Development Authority
(ADA)
Dear Sir

With reference to your RFP document dated ..............., we, having examined all relevant
documents and understood their contents, hereby submit our Proposal for selection. The
Proposal is unconditional and unqualified.
We are submitting our Proposal as [sole applicant] [insert full name and address
Consultant].
We understand you are not bound to accept any Proposal you receive.

Further,

1) We acknowledge that Authority will be relying on the information provided in the

Proposal and the documents accompanying the Proposal for selection of the
Consultant, and we certify that all information provided in the Proposal and in the
supporting documents is true and correct, nothing has been omitted which renders
such information misleading; and all documents accompanying such Proposal are
true copies of their respective originals.
2) This statement is made for the express purpose of appointment as the Consultant for
the aforesaid Assignment.
3) We shall make available to Authority/Client any additional information it may deem
necessary or require for supplementing or authenticating the Proposal.
4) 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.
5) We certify that in the last 3 years, we have neither failed to perform on any contract,
as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial
pronouncement or arbitration award against the Applicant, nor been expelled from
any project or contract by any public authority nor have had any contract terminated
by any public authority for breach on our part.
6) We declare that:

(a) We have examined and have no reservations to the RFP, including any
Addendum/corrigendum issued by Authority;

28
 (b) We do not have any conflict of interest in accordance with the terms of RFP
(c) We have not directly or indirectly or through an agent engaged or indulged in
any corrupt practice, fraudulent practice, coercive practice, undesirable practice
or restrictive practice, as defined in the RFP document, in respect of any tender
or request for proposal issued by or any agreement entered into with Client or
any other public sector enterprise or any government, Central or State; and
(d) We hereby certify that we have taken steps to ensure that no person acting for
us or on our behalf will engage in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice.

7) We understand that you may cancel the selection process at any time and that you
are neither bound to accept any Proposal that you may receive nor to select the
Consultant, without incurring any liability to the Applicants.

8) We declare that we are not a member of any other Consortium applying for this RFP.

9) We certify that in regard to matters other than security and integrity of the country, we
or any of our affiliates have not been convicted by a court of law or indicted or
adverse orders passed by a regulatory authority which would cast a doubt on our
ability to undertake the Consultancy for the Assignment or which relates to a grave
offence that outrages the moral sense of the community.

10) We further certify that in regard to matters relating to security and integrity of the
country, we have not been charge-sheeted by any agency of the Government or
convicted by a court of law for any offence committed by us or by any of our affiliates.
We further certify that neither we have been barred by the central government, any
state government, a statutory body or any public sector undertaking, as the case may
be, from participating in any project or bid, and that any such bar, if any, does not
subsist as on the date of this RFP.

11) We further certify that no investigation by a regulatory authority is pending either

against us or against or against our CEO or any of our Directors / Managers

12) We hereby irrevocably waive any right or remedy which we may have at any stage at
law or howsoever otherwise arising to challenge or question any decision taken by
Client in connection with the selection of consultant or in connection with the
selection process itself in respect of the above-mentioned Assignment.

13) We agree and understand that the proposal is subject to the provisions of the RFP
document. In no case, shall we have any claim or right of whatsoever nature if the
consultancy for the Assignment is not awarded to us or our proposal is not opened or
rejected.

29
14) We agree to keep this offer valid for one hundred twenty (120) days from the
Proposal Due Date specified in the RFP.

15) A Power of Attorney in favor of the authorized signatory to sign and submit this
Proposal and documents is attached herewith.

16) EMD as provided in the RFP has been paid by us and we are enclosing the proof of
the such payment. In the event of our being selected as the Consultant, we agree to
enter into a Contract in accordance with the contract prescribed in the RFP. We
agree not to seek any changes in the aforesaid form and agree to abide by the same.

17) We have studied the RFP and all other documents carefully. We understand that
except to the extent as expressly set forth in the Contract, we shall have no claim,
right or title arising out of any documents or information provided to us by Client or in
respect of any matter arising out of or concerning or relating to the selection process
including the award of consultancy.

18) The Technical and Financial Proposal is being submitted. This Technical Proposal
read with the Financial Proposal shall constitute the application which shall be
binding on us.

19) We agree and undertake to abide by all the terms and conditions of the RFP
Document.

Your Sincerely

(Authorized Signatory)

30
 Form – 3B: Bidder Information Sheet

Bidder Name
[Insert full name]

Bidder’s Party country of registration

[indicate country of registration]

Bidder’s year of constitution

[indicate year of constitution]

Bidder’s legal address in country of constitution

[insert street/number/town or city/ country]

Bidder Authorized representative information

Name: [Insert full name]
Address: [insert street/number/town or city/ country]
Telephone/Fax numbers: [insert telephone/fax numbers, including country and city codes]
E-mail address: [indicate e-mail address]

Attached are copies of original documents of

 Articles of Incorporation (or equivalent documents of constitution or association),
and/or registration documents of the legal entity named above
 In case of a Government-owned enterprise or institution, documents establishing
legal and financial autonomy, operation in accordance with commercial law, and
absence of dependent status

2. Included are the organizational chart, a list of Board of Directors, and the beneficial
ownership

Note: This Form shall be supplied with Identity proof of the authorized representative

31
 Form – 3C: Minimum Turnover of the firm

(Refer Clause 5.2 A)

S. No. Financial Year Annual Turnover (in Rs cr)

1
2
3

Certificate from the Statutory Auditor*

This is to certify that ----------------------------------(name of the Applicant) has received the
payment shown above against the respective years on account of Professional Fees.

(Signature, name and designation of the Authorized Signatory)

Date:

Name and Seal of the firm

*in case the Applicant does not have a statutory auditor, it shall provide the certificate from
its chartered accountant that ordinarily audits the annual accounts of the Applicant

Note: Please do not attach any printed Annual Financial Statement

32
 Form – 3D: Project Specific Experience
(Refer 5.2 B, 5.2 C and 5.2 D)

[Using the format below, provide information on each assignment for which your firm, and
each associate for this assignment, was legally contracted either individually as a
corporate entity or as one of the major companies within an JV for carrying similar works
under this assignment.]

1. Use projects with copy of proof of experience as required for meeting the
minimum Qualification criteria prescribed

2. Exhibit only those projects undertaken in the past Five (5) years from the
Proposal Due Date

3. Projects without the proof of completion as applicable from respective client will
not be considered.

# Client Name, Capital Cost of Date of Start Details of Remarks

Name of work & Project of Work Work
Location of
Project

Firm's Name : …………………………………………

Authorized Signature : …………………………………………
* The Bidder shall enclose document proof viz. copy of the completion certificate
issued by the client for all Assignments above

or

* Certificate duly signed by Statutory Auditor

Note:

1. In case of foreign currency, it should first be escalated at the rate mentioned above
and then the amount so derived shall be converted to INR at the exchange rate
prevailing last day of the month previous to the one in which this Tender is invited.

2. Exchange rate should be taken from official website of RBI

([Link]
33
3. In case exchange rate for the currency in consideration is not available on RBI website
(mentioned above), Bidders shall quote exchange rates from websites such as
[Link], [Link], along with copy of the exchange rate used by the
Bidder for the conversion.

4. Any additional comments / information to substantiate that the said work conforms to
the specified similar works can also be indicated by the bidder as deemed fit.

Please limit the description of each project in two A4 size sheet of paper.
Descriptions exceeding two (02) A4 size sheet of paper may or may not be
considered for evaluation.

34
 Form – 3E: Details of Key Personnel
(Refer Clause -19)

Form- 1: Particulars of Key Personnel

S. No. Designation of Key Name Educational Length of Present Employment No. of

Personnel Qualification Professional Name of Firm Employed Assignment s$
Experience Since
(1) (2) (3) (4) (5) (6) (7) (8)
1.

2.

3.

4.

5.

6.
 Form – 3F: Curriculum Vitae (CV) of Key Personnel
(Refer Clause -18)

1. Proposed Position / Designation :

2. Name of Firm:
[Insert name of firm proposing the staff]

3. Name of Staff: [Insert full name] :

4. Date of Birth:

5. Nationality:

6. Education:
[Indicate college/university and other specialized education of staff member, giving
names of institutions, degrees obtained, and dates of obtainment. In case of foreign
degrees, Indian equivalent to be indicated]:

7. Membership of Professional Associations:

8. Other Training:

9. Countries of Work Experience:

[List countries where staff has worked in the last ten years] :

10. Language Known:

[For each language indicate proficiency: good, fair, or poor in speaking, reading,
and writing] :

11. Employment Record:

[Starting with present position, list in reverse order every employment held by staff
member since graduation, giving for each employment (see format here below):
dates of employment, name of employing organization, positions held.]:

From [Year]: .......................... To [Year]: ..........................

Employer: ....................................................
Positions held: ....................................................

12. Detailed Tasks Assigned

[List all tasks to be performed under this Assignment/Job] :

13. Work Undertaken that Best Illustrates Capability to Handle the Tasks
Assigned:
[Among the Assignment/ jobs in which the staff has been involved, indicate the
following information for those Assignment/jobs that best illustrate staff capability to
36
 handle the tasks listed under Para 12.]
Name of Assignment/Job or project:
Year:
Location:
Employer:
Main Project Features Position Held:
Activities Performed:
Period of deployment

14. Certification:

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly
describes me, my qualifications, and my experience. I understand that any willful
misstatement described herein may lead to my disqualification or dismissal, if engaged. I
also confirm my availability for the project.

I hereby declare that I have not given my consent to any other Consultant besides
……………………………. (name of bidder) to use my CV for the purpose of bid submission
for this project.

Date:.................................... [Signature of staff member]

[Signature of authorized signatory

of the firm]
Place:....................................

[Full name of authorized

representative]

37
 FORM – 3G: Power of Attorney

(To be executed on Non-Judicial Stamp Paper of Rs. 100 and duly notarized)

Know all men by these presents, We, ......................(name of organization and address of
the registered office) do hereby constitute, nominate, appoint, and authorise Mr. /
Ms...........................son/ daughter/ wife and presently residing at ……. who is presently
employed with/ retained by us and holding the position of ……. as our true and lawful
attorney (hereinafter referred to as the "Authorised Representative"), with power to sub-
delegate to any person, to do in our name and on our behalf, all such acts, deeds and
things as are necessary or required in connection with or incidental to submission of our
Proposal for “Selection of Consulting Firm for Providing Project Implementation Unit
services for Aligarh Development Authority (ADA).” The selection of Consultant for Aligarh
Development Authority ADA (the "Authority”) including but not limited to signing and
submission of all applications, Bids and other documents and writings, participating in pre-
bid and other conferences and providing information/responses to the Employer,
representing us in all matters before the Employer, signing and execution of all contracts
and undertakings consequent to acceptance of our Bid and generally dealing with the
Employer in all matters in connection with or relating to or arising out of our Bid for the said
Project and/or upon award thereof to us till the entering into of the Contract with the
Employer.

AND we do hereby agree to ratify and confirm all acts, deeds and things lawfully done or
caused to be done by our said Authorised Representative pursuant to and in exercise of
the powers conferred by this Power of Attorney and that all acts, deeds and things done
by our said Authorised Representative in exercise of the powers hereby conferred shall
and shall always be deemed to have been done by us.

IN WITNESS WHEREOF WE, .................. THE ABOVE-NAMED PRINCIPAL HAVE

EXECUTED THIS POWER OF ATTORNEY ON THIS ... DAY OF ….., 20__

...
(Signature, Name, Designation and Address) Witnesses:

1.…………………………………………

2. …………………………………………

Accepted
(Signature, name, designation and address of the Attorney)

Notes:
38
1. The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant(s) and when it is so required the same should be under common seal
affixed in accordance with the required procedure.

2. Wherever required, the Applicant should submit for verification the extract of the
charter documents and other documents such as a resolution / power of attorney in
favour of the person executing this Power of Attorney for the delegation of power
hereunder on behalf of the Applicant

3. Wherever required, the Applicant should submit for verification the extract of the
charter documents and other documents such as a resolution / power of attorney in
favour of the person executing this Power of Attorney for the delegation of power
hereunder on behalf of the Applicant.

39
SECTION – IV: FINANCIAL PROPOSAL FORMS

40
 Form – 4A: Financial Proposal Letter

<Covering Letter (On Applicant's letter head)>

(Date and Reference)

To,
The Vice Chairman,
Aligarh Development Authority,
Aligarh,
Uttar Pradesh

Dear Sir,

Subject: Selection of Consulting Firm for Providing Project Implementation Unit services for
Aligarh Development Authority (ADA).”

I/We, (Applicant's name) herewith enclose the Financial Proposal for selection of my/our
firm as Consultant for Financial [and Transaction] Advisory Services for above.

I/We agree that this offer shall remain valid for a period of120 (One Hundred twenty) days
from the Proposal Due Date or such further period as may be mutually agreed upon.

Yours faithfully,

(Signature, name, and designation of the authorized signatory)

41
 Form – 4B (Schedule – A): Financial Proposal

S. No Description Amount in Words Amount in Figure

(INR) (INR)
A End to End Consultancy Cost
1 Total Financial Quote
2 GST (18%) or as applicable
3 Grand Total

Note:

1. The financial evaluation shall be based on the Grand Total (as at Sr. No. 3 of the table
above)

2. All payments shall be made in Indian Rupees and shall be subject to applicable Indian
laws, withholding taxes if any.

Signature, name, and designation of the Authorized Signatory

Name of Firm:
Address:

42
SECTION – V: TERMS OF REFERENCE

43
 Terms of Reference

for
Selection of Consulting Firm for Providing Project Implementation Unit
services for Aligarh Development Authority (ADA).”
1. Authority endeavours to appoint a Project Implementation Unit for supervision of the
Projects which are being undertaken by the Authority.
2. Project Location: Aligarh, Uttar Pradesh
3. Detailed Scope of Work for the services for works listed in Schedule-A &
Schedule-B
The scope of work for the Consultant is mentioned at Clause No 4 under SECTION-I:
INSTRUCTION TO BIDDERS
4. Deliverables Timelines and Payment Terms

The Consultant will prepare and submit the following reports to the Client:

S. No. Deliverable Submission Timeline % of total fee

1 Monthly Progress Reports Within first week of every The fee quoted in form
month 4 B shall be paid on pro
rata basis.

All the payments shall be made in Indian Rupees only and shall be subject to applicable
Indian Laws for withholding taxes, if any.
5. Duration of Contract

Duration of the project shall be initially for 12 Months from the date of signing of Contract
with the provision for extension based on requirement and mutual agreement on an 8%
increment over the previous financial quote. The assignment shall be based on Monthly
deployment and invoicing shall be raised to the Authority. The payments shall be made
post submission of monthly progress reports.

In response to the RFP, the Bidder shall provide financial quote in the form of person-
month rate. Taxes as per applicable rates shall be included in this quote. GST as
applicable will be paid additionally on the quoted rates. The person-month rate, i.e. the
financial quote, shall be inclusive of the following:

• All Out-of-Pocket Expenses (OPE)

o Travel, boarding and lodging at Aligarh

o Equipment to be used by the Consultant like laptop, internet dongle

etc.

44
 o Digital tools/ platform deployed by the Consultant

o Stationery and Printing

o Other miscellaneous expenses

Payments will be made to the Consultant on monthly basis based on the actual
deployment of billable resources, on the basis of monthly performance report, upon
approval of the Competent Authority.

45
SECTION-VI: DRAFT AGREEMENT FOR CONTANCY SERVICES

46
 Draft Agreement for provision of Consultancy Services

AGREEMENT FOR PROVISION OFTRANSACTION SERVICES FOR •••••••••PROJECT

This AGREEMENT (hereinafter called the "Agreement") is made on the •••••• day of the
............................. month of 2025, between, on the one hand, the [Vice Chairman, Aligarh
Development Authority, acting through .....................................] (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

The Authority vide its Request for Proposal for appointment of Transaction Advisor
(hereinafter called the "Consultancy") for the Selection of Consulting Firm for Providing
Project Implementation Unit services for Aligarh Development Authority (ADA).”,
(hereinafter referred to as “Project”)

A. the Consultant 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 asset forth in the RFP and this Agreement; and

B. 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

C. 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
47
 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.
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” means Indian Rupee.
l) “Party” means the Authority, or the Consultant and Parties means both.
m) “Personnel” means persons hired by the Consultant or by any Sub-
Consultant as employees or retainers and assigned to the performance of the
Services or any part thereof.
n) “Resident Personnel” means such persons who at the time of being so hired
had their domicile inside India.
o) “RFP” means the Request for Proposal document in response to which the
Consultant's proposal for providing Services was accepted.
p) “Services” means the work to be performed by the Consultant pursuant to
this Agreement, as described in the Terms of Reference hereto.
q) “Sub-Consultant” means any entity to which the Consultant sub- contracts
any part of the Services in accordance with the provisions of Clause 4.7; and
r) “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 part 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

48
 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.

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 in the State in which the Authority
has its headquarters 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 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 the city specified in Sub-clause (b) below may, if they are
subsequently confirmed by sending a copy thereof by registered
acknowledgement due, air mail or by courier, be sent by e-mail to the
number/address as the Consultant may from time to time specify by notice to
the Authority;
49
 b) in the case of the Authority, be given by 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 the same city as the
Authority's office, it may send such notice bye• mail and by registered
acknowledgement due, air mail or 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 email, it shall be deemed to have been
delivered on the working days following the date of its delivery.

1.8. Location

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

1.8.2. The Authority may require the Financial Expert to spend the required man
hours at the offices of the Authority and the Consultant agrees and undertakes to
provide such services on a best effort basis and without any unreasonable delay.

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

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:
........<Name>
........<Designation>,

.........<Office Address>

50
 Tel: ...........

Mobile: ...........

E-mail: ...........

The Consultant may designate one of its employees as Consultant's

Representative. Unless otherwise notified, the Consultant’s Representative
shall be:
........<Name>

........<Designation>,

.........<Office Address>

Tel: ...........

Mobile: ...........

E-mail: ...........

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 maybe lawfully imposed omit.

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 1 (one) weeks' notice to the
Consultant, declare this Agreement to be null and void, and in the event of such a
declaration, this Agreement shall stand terminated and the Consultant shall be
deemed to have accepted such termination.

2.4. Expiry of Agreement

Unless terminated earlier pursuant to Clauses 2.3 or 2.9 hereof, this Agreement

51
 shall, unless extended by the Parties by mutual consent, expire upon the earlier of
(i) expiry of a period of 60(sixty) days after the delivery of the final Deliverable to
the Authority; and (ii) the expiry of [1 (one) year] from the Effective Date. Upon
Termination, the Authority shall make payments of all amounts due to the
Consultant hereunder.

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 above,
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 6.1.3 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, 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
52
 reasonably have been expected to both
i) take into account at the time of the conclusion of this Agreement,
and
ii) 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.

2.8. 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 from an event of Force Majeure, provided that the Party affected by
such an event has taken all reasonable precautions, due care and reasonable
alternative measures, all with the objective of carrying out the terms and
conditions of this Agreement.

2.9. 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.

2.9.1. 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 because of Force
Majeure.

2.9.2. 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
reactivating the Services after the end of such period.

2.9.3. 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
53
the circumstances.

2.10. 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 15 (fifteen) days after
receipt by the Consultant of such notice of suspension.

2.11. Termination of Agreement

2.11.1. By the Authority

The Authority may, by not less than 15 (fifteen) 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 15 (fifteen) days of
receipt of such notice of suspension or within such further period as the
Authority may have subsequently granted in writing 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.
b) the Consultant fails to comply with any final decision reached as a result of
arbitration proceedings pursuant to Clause 9 hereof.
c) 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.
d) 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.
e) 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
f) the Authority, in its sole discretion and for any reason whatsoever, decides to
terminate this Agreement.

2.11.2. By the Consultant

The Consultant may, by not less than 30 (thirty) days' written notice to the
Authority, such notice to be given after the occurrence of any of the events
54
 specified in this Clause 2.9.2, terminate this Agreement if:
a) the Authority fails to pay any money due to the Consultant pursuant to this
Agreement and not subject to dispute pursuant to Clause 9 hereof within
45 (forty-five) days after receiving written notice from the Consultant that
such payment is overdue.
b) the Authority is in material breach of its obligations pursuant to this
Agreement and has not remedied the same within 45 (forty-five) days (or
such longer period as the Consultant may have subsequently granted in
writing) following the receipt by the Authority of the Consultant's notice
specifying such breach.
c) 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 the Authority fails to comply with any final decision reached
because of arbitration pursuant to Clause 9 hereof.

2.11.3. 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 survives such Termination; (ii) the obligation
of confidentiality set forth in Clause 3.3 hereof;(iii) the Consultant's
obligation to permit inspection, copying and auditing of such of its accounts
and records set forth in Clause 3.5, 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 Laws.

2.11.4. Cessation of Services

Upon termination of this Agreement by notice of either Party to the other
pursuant to Clauses2.9.1 or 2.9.2 hereof, 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 materials furnished
by the Authority, the Consultant shall proceed as provided respectively by
Clauses 3.8 or 3.9 hereof.

2.11.5. Payment upon Termination

Upon termination of this Agreement pursuant to Clauses 2.9.1 or
2.9.2 hereof, the Authority shall make the following payments to the
Consultant (after offsetting against these payments any amount that

55
 may be due from the Consultant to the Authority):
a) remuneration pursuant to Clause 6 hereof for Services satisfactorily
performed prior to the date of termination.
b) reimbursable expenditures pursuant to Clause 6 hereof for expenditures
actually incurred prior to the date of termination; and
c) except in the case of termination pursuant to Sub-clauses (a) through (e) of
Clause 2.9.1 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.

2.11.6. Disputes about Events of Termination

If either Party disputes whether an event specified in Clause 2.9.1 or in
Clause 2.9.2 hereof has occurred, such Party may, within 30 (thirty) days
after receipt of notice of termination from the other Party, refer the matter to
arbitration pursuant to Clause 9 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 advisor to the Authority, and shall always support and safeguard the
Authority's legitimate interests in any dealings with Sub• consultants or Third
Parties.

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 Annexure – 1. 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.

56
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, 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 three 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 firm of
the Consultant 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.

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

57
ethics and not have engaged in and shall not hereafter engage in any corrupt
practice, fraudulent practice, coercive practice, undesirable practice, restrictive
practice, or anti-competitive practices (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,
time, cost, and effort of the Authority, without prejudice to the Authority's any other
rights or remedy hereunder or in law. 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.

3.2.6. 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 advisor 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, to influence the
Selection Process.
58
 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.
f) "Anti-competitive practice" means any collusion, bid rigging or anti-
competitive arrangement, or any other practice coming under the purview of
The Competition Act, 2002, between two or more bidders, with or without the
knowledge of the Authority, that may impair the transparency, fairness, and the
progress of the procurement process or to establish bid prices at artificial, non-
competitive levels.
g) "Obstructive practice" materially impede the Authority's investigation into
allegations of one or more of the above mentioned prohibited practices either
by deliberately destroying, falsifying, altering; or by concealing of evidence
material to the investigation; or by making false statements to investigators
and/or by threatening, harassing or intimidating any party to prevent it from
disclosing its knowledge of matters relevant to the investigation or from
pursuing the investigation; or by impeding the Authority's rights of audit or
access to information.

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.

59
 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:
a) 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. Was obtained from a third
party with no known duty to maintain its confidentiality.
b) 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
c) is provided to the professional advisors, 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 advisors, 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:
a) for any indirect or consequential loss or damage; and
b) for any direct loss or damage that exceeds (a) the Agreement Value set forth
in Clause6.1.2of 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, whichever of (a) or (b) is higher.

60
 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. 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 standards such as Indian Accounting
Standards, GAAP, etc. and in such form and details 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) permit the Authority or its designated representative periodically, and up to
one year from the expiration or termination of this Agreement, to inspect the
same and make copies thereof as well as to have them audited by auditors
appointed by the Authority.

3.6. 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/Support personnel as are not listed in
Annexure – 2.
b) entering a subcontract for the performance of any part of the Services, it
being understood (i) that the selection of the Sub-consultant and the terms
and conditions of the subcontract shall have been approved in writing by the
Authority prior to the execution of the subcontract, and (ii) that the Consultant
shall remain fully liable for the performance of the Services by the Sub-
Consultant and its Personnel pursuant to this Agreement; or
c) any other action that is specified in this Agreement.

3.7. Reporting obligations

3.7.1. 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.

3.7.2. The Consultant shall electronically and by mail, submit fortnightly time

61
 reports of each of the Key Personnel, to the Authority. Such time reports shall be
submitted on the 15th and the last day of each calendar month by end of the
business day and shall include the number of hours expended on the Project by
the Key Personnel on each working day of the fortnight covered by the time report.
The time reports shall also include a brief description of work performed during
that fortnight by each of the Key Personnel.

3.8. Documents prepared by the Consultant to be property of the Authority

3.8.1. All reports and other documents (collectively referred to as

"Consultancy Documents") prepared by the Consultant (or by the Sub-
Consultants or any Third Party) 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 [Link] 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, its Sub• Consultants or a Third Party shall not use these Consultancy
Documents for purposes unrelated to this Agreement without the prior written
approval of the Authority.

3.8.3. 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.

3.9. Materials furnished by the Authority

Materials made available to the Consultant by the Authority shall be the property of
the Authority and shall be marked accordingly. Upon termination or expiration of this
Agreement, the Consultant shall furnish forthwith to the Authority, an inventory of
such materials and shall dispose of such materials in accordance with the
instructions of the Authority.

3.10. Providing access to Project Office and Personnel

62
 The Consultant shall ensure that the Authority, and officials of the Authority having
authorization from the Authority, are provided unrestricted access to the office of the
Consultant 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.

3.11. Accuracy of Documents

The Consultant shall be responsible for accuracy of the documents drafted and/ or
vetted and data collected by it directly or procured from other agencies/authorities,
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 documents
including any re-survey / investigations.

4. CONSULTANTS’ 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 other particulars of each of the Consultant's
Key Personnel required in carrying out the Services are described in Annexure
– 2 of this Agreement.

4.2.2. 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 Annexure – 2 of the Agreement are hereby
approved by the Authority. No other Key Personnel shall be engaged without
prior approval of the Authority.
63
 4.3.2. If the Consultant hereafter proposes to engage any person as Professional
Personnel, it shall submit to the Authority its proposal along with a CV of such
person in the form provided at Appendix-III (Form-3) of 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. In the event the Authority
does not reject a proposal within 14 (fourteen) days of the date of receipt
thereof under this Clause 4.3, it shall be deemed to have been approved by the
Authority.

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 Four Key Personnel subject to equally or better
qualified and experienced personnel being provided to the satisfaction of the
Authority.

4.5. Working hours, overtime, leave, etc.

The Personnel shall not be entitled to be paid for overtime nor to take paid sick
leave or vacation leave except as specified in the Agreement, and the
Consultant's remuneration shall be deemed to cover these items. Any taking of
leave by any Personnel for a period exceeding 7 days shall be subject to the prior
approval of the Authority, and the Consultant shall ensure that any absence on
leave will not delay the progress and quality of the Services.

4.6. Sub-Consultants

The Consultant may, with prior written approval of the Authority, engage additional
Sub-Consultants or substitute an existing Sub- Consultant. The hiring of Personnel
by the Sub-Consultants shall be subject to the same conditions as applicable to
Personnel of the Consultant under this Clause 4.

5. OBLIGATIONS OF THE AUTHORITY

5.1. Assistance in clearances etc.

Unless otherwise specified in the Agreement, the Authority shall make best efforts
to ensure that the Government shall:
a) provide the Consultant, its Sub-Consultants and Personnel with work
64
 permits and such other documents as may be necessary to enable the
Consultant, its Sub-Consultants or Personnel to perform the Services.
b) facilitate prompt clearance through customs of any property required for
the
c) Services; and
d) issue to officials, agents, and representatives of the Government all such
instructions as may be necessary or appropriate for the prompt and
effective implementation of the Services.

5.2. Access to land and property

The Authority warrants that the Consultant shall have, free of charge, unimpeded
access to the site of the project in respect of which access is required for the
performance of Services; provided that if such access shall not be made available
to the Consultant as and when so required, the Parties shall agree on (i) the time
extension, as may be appropriate, for the performance of Services, and (ii) the
additional payments, if any, to be made to the Consultant as a result thereof
pursuant to Clause 6.1.3.

5.3. Change in Applicable Law

If, after the date of this Agreement, there is any change in the Applicable Laws
with respect to taxes and duties which increases or decreases the cost or
reimbursable expenses incurred by the Consultant in performing the Services, by
an amount exceeding 2% (two per cent) of the Agreement Value specified in
Clause 6.1.2, then the remuneration and reimbursable expenses otherwise
payable to the Consultant under this Agreement shall be increased or decreased
accordingly by agreement between the Parties hereto, and corresponding
adjustments shall be made to the aforesaid Agreement Value.

All service tax and other taxes other than income tax, as may be applicable from
time to time, on the payment of the professional fees to the Consultant, shall be
borne by the Authority.

5.4. 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.

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6. PAYMENT TO THE CONSULTANT

6.1. Cost estimates and Agreement Value

6.1.1. An abstract of the cost of the Services payable to the Consultant is set forth
in Annexure – 3 of the Agreement.

6.1.2. Except as may be otherwise agreed under Clause 2.6 and subject to Clauses
4.2.2 and 6.1.3, the payments under this Agreement shall not exceed the
agreement value specified herein(the “Agreement Value”).The Parties agree that
the Agreement Value is •.•.•.•.•• (Rupees ) , which does not include the Additional
Costs (the “Additional Costs”).

6.1.3. Notwithstanding anything to the contrary contained in Clause 6.1.2, if

pursuant to the provisions of Clause 2.6, the Parties agree that additional
payments shall be made to the Consultant in order to cover any additional
expenditures not envisaged in the cost estimates referred to in Clause 6.1.1
above, the Agreement Value set forth in Clause6.1.2 above shall be increased by
the amount or amounts, as the case may be, of any such additional payments.

6.2. Currency of payment

All payments shall be made in Indian Rupees. The Consultant shall be free to
convert Rupees into any foreign currency asper Applicable Laws.

6.3. Mode of billing and payment

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

a) The Consultant shall be paid for its services as per the Payment Schedule at
Annexure – 4 (Clause 9) of this Agreement and the rates specified in
Annexure – 3 of this Agreement, subject to the Consultant fulfilling the
following conditions:
i) No payment shall be due for the next stage till the Consultant completes to
the satisfaction of the Authority the work pertaining to the preceding stage.
Provided, however, that for the Deliverables specified at [KD7 and KD8] in
Paragraph 5.2 of the TOR, payment shall be due and payable by the
Authority for the man hours spent during each calendar month; and
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”). Interest at the rate of 10% (ten per
cent) per annum shall become payable by the Authority as from the Due Date
on any amount due by, but not paid on or before, such Due Date.
66
 c) The final payment under this Clause 6.3 shall be made only after the final
Deliverable 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 60 (sixty) days after
receipt of the final Deliverable unless the Authority, within such 60 (sixty) 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.
d) Any amount which the Authority has paid or caused to be paid more than the
amounts 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 within1 (one) year after receipt by the Authority of
a final report in accordance with Clause 6.3 (c). Any delay by the Consultant in
reimbursement by the due date shall attract simple interest @10% (ten percent)
per annum.
e) All payments under this Agreement shall be made to the account of the
Consultant as maybe notified to the Authority by the Consultant.

7. LIQUIDATED DAMAGESAND PENALTIES

7.1. Performance Security

7.1.1. For the purposes of this Agreement, performance security shall be deemed
to be an amount equal to 3% (three percent) of the Agreement Value (the
"Performance Security"); provided, however, that the Consultant shall not be required
to provide a Performance Security in the form of a bank guarantee or cash deposit.
Performance Security may be furnished in the form of Insurance Surety Bonds,
Account Payee Demand Draft, Fixed Deposit Receipt from a Commercial bank, Bank
Guarantee (including e-Bank Guarantee) from a Commercial bank in an acceptable
form safeguarding the purchaser’s interest in all respects [as per amendment in GFR
170 (i) and GFR 171(i)].

7.1.2. Notwithstanding anything to the contrary contained in Clause 7.1.1, as and

when payments become due to the Consultant for its Services, the Authority shall
retain by way of Performance Security, 1% (one percent) of all the amounts due and
payable to the Consultant, to be appropriated against breach of this Agreement or for
recovery of liquidated damages as specified in Clause.

67
 7.1.3. The balance remaining out of the Performance Security shall be returned to
the Consultant at the end of three months after the expiry of this Agreement pursuant
to Clause 2.4 hereof. For the avoidance of doubt, the parties hereto expressly agree
that in addition to appropriation of the amounts withheld hereunder, in the event of
any default requiring the appropriation of further amounts comprising the
Performance Security, the Authority may make deductions from any subsequent
payments due and payable to the Financial Consultant hereunder, Asif it is
appropriating the Performance Security in accordance with the provisions of this
Agreement.

7.1.4. The Consultant may, in lieu of retention of the amounts as referred to in

Clause 7.1.2 above, furnish a Bank Guarantee substantially in the form specified at
Annexure – 5 of 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 the Agreement Value.

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 percent) of the Agreement Value per day,
subject to a maximum of 3% (Three percent) of the Agreement Value shall 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.

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 asper policy of the Authority.
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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 realization 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 8.2 shall not give rise to a dispute
subject to arbitration in accordance with Clause 9hereof.

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 Clause9.3.

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.

9.3. Conciliation

In the event of any Dispute between the Parties, either Party may call upon Vice
69
 Chairman, ADA and the Managing Partner/ 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 the10 (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 place of such arbitration shall be the
capital of the State where the Authority has its headquarters, and the language of
arbitration proceedings shall be English.

9.4.2. There shall be [a sole arbitrator whose appointment] / [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 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 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 Awarding 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

70
 For and on behalf of Authority
For and on behalf of consultant:

(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)

In the presence of:

2.
1.

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 Annexure – 1
Terms of Reference (TOR)
(Refer Clause 3.1.2)
Reproduce Scope of Work

72
 Annexure – 2
Deployment of Key Personnel
(Refer Clause 4.2)
(Reproduce as per Form-3F of Section-III: Technical Proposal Form)

73
 Annexure – 3
Cost of Services
(Refer Clause 6.1)
(Reproduce as per Form-4B of Section-IV: Financial Proposal Form)

74
 Annexure – 4
Payment Schedule
(Refer Clause 6.3)

75
 Annexure – 5
Bank Guarantee for Performance Security
(Refer Clause 7.1)

To

____
____
--

In consideration of. .....................acting on behalf of the

Chairman……………………………................................................. (hereinafter referred as
the “Authority” which expression shall, unless repugnant to the context or meaning
thereof, include its successors, administrators and assigns) awarding to, having its office
at ......... (hereinafter referred as the “Consultant” which expression shall, unless
repugnant to the context or meaning thereof, include its successors, administrators,
executors and assigns), vide the Authority’s Agreement no.................... dated
...................valued at (Rupees ........................................), (hereinafter referred to as the
"Agreement") the assignment for consultancy services in respect of the Project, and the
Consultant having agreed to furnish a Bank Guarantee amounting to Rs....................
(Rupees............................................................................................................
..................................) to the Authority for performance of the said Agreement.

We, ................... (Hereinafter referred to as the “Bank”) at the request of the Consultant
do hereby undertake to pay to the Authority an amount not exceeding Rs .....................
(Rupees .......................................) against any loss or damage caused to or suffered or
would be caused to or suffered by the Authority by reason of any breach by the said
Consultant of any of the terms or conditions contained in the said Agreement.

We,(indicate the name of the Bank) do hereby undertake to pay the amounts due and
payable under this Guarantee without any demur, merely on a demand from the Authority
stating that the amount/claimed is due by way of loss or damage caused to or would be
caused to or suffered by the Authority by reason of breach by the said Consultant of any
of the terms or conditions contained in the said Agreement or by reason of the
Consultant's failure to perform the said Agreement. Any such demand made on the bank
shall be conclusive as regards the amount due and payable by the Bank under this
Guarantee. However, our liability under this Guarantee shall be restricted to an amount
not exceeding Rs…………… (Rupees................., ).

We, ................... (Indicate the name of Bank) undertake to pay to the Authority any
money so demanded notwithstanding any dispute or disputes raised by the Consultant in
any suit or proceeding pending before any court or tribunal relating thereto, our liability

76
under this present being absolute and unequivocal. The payment so made by us under
this bond shall bear valid discharge of our liability for payment thereunder and the
Consultant shall haven claim against us for making such payment.

We, .................... (indicate the name of Bank) further agree that the Guarantee herein
contained shall remain in full force and effect during the period that would be required for
the performance of the said Agreement and that it shall continue to be enforceable till all
the dues of the Authority under or by virtue of the said Agreement have been fully paid
and its claims satisfied or discharged or till the Authority certifies that the terms and
conditions of the said Agreement have been fully and properly carried out by the said
Consultant and accordingly discharges this Guarantee. Unless a demand or claim under
this Guarantee is made on us in writing on or before a period of one year from the date of
this Guarantee, we shall be discharged from all liability under this Guarantee thereafter.

We, ..................... (indicate the name of Bank) further agree with the Authority that the
Authority shall have the fullest liberty without our consent and without affecting in any
manner our obligations hereunder to vary any of the terms and conditions of the said
Agreement or to extend time of performance by the said Consultant from time to time or
to postpone for any time or from time to time any of the powers exercisable by the
Authority against the said Consultant and to forbear or enforce any of the terms and
conditions relating to the said Agreement and we shall not be relieved from our liability by
reason of any such variation, or extension being granted to the said Consultant or for any
forbearance, act or omission on the part of the Authority or any indulgence by the
Authority to the said Consultant or any such matter or thing whatsoever which under the
law relating to sureties would, but for this provision, have the effect of so relieving us.

This Guarantee will not be discharged due to the change in the constitution of the Bank or
the Consultant(s).

We, ................... (Indicate the name of Bank) lastly undertake not to revoke this
Guarantee during its currency except with the previous consent of the Authority in writing.

For the avoidance of doubt, the Bank's liability under this Guarantee shall be restricted to
........... crore (Rupee’s crore) only. The Bank shall be liable to pay the said amount or
any part thereof only if the Authority serves a written claim on the Bank in accordance
with paragraph 2 hereof, on or before [(indicate the date falling 365 days after the Bid Due
Date specified in the RFP)].

Dated, the .........................day of............................. 2025

For ..............................................................

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(Name of Bank)

(Signature, name and designation of the authorized signatory)

Seal of the Bank:

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.

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