Requestt for Proposal (RFP)

Fo
For Selection of
Consultancy Firms For
Preparation of Techno Economic Feasibility
Report for
Setting up Dry Port
Port(s) in the State of
Telangana

Government of Telangana

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

Disclaimer
The information contained in this Request for Proposal document
or subsequently provided to Applicants, whether verbally or in
(RFP)
documentary or any other form by or on behalf of the Authority or any of its
employees or advisers, is provided to Applicants on the terms and conditions set
out in this RFP and such other terms and conditions subject to which such
information is provided.
This RFP is not an agreement or an offer by the Authority to the prospective
Applicants or any other person. The purpose of this RFP is to provide interested
parties with information that may be useful to them in the formulation of their
Proposals pursuant to this RFP. This RFP includes statements, which reflect
various assumptions and assessments arrived at by the Authority in relation to
the Consultancy. Such assumptions, assessments and statements do not purport to
contain all the information that each Applicant may require. This RFP may not be
appropriate for all persons, and it is not possible for the Authority, its employees or
advisers to consider the objectives, technical expertise and particular needs of
each party who reads or uses this RFP. The assumptions, assessments,
statements and information contained in this RFP, may not be complete, accurate,
adequate or correct. Each Applicant should, therefore, conduct its own
investigations and analysis and should check the accuracy, adequacy,
correctness, reliability and completeness of the assumptions, assessments and
information contained in this RFP and obtain independent advice from
appropriate sources.
Information provided in this RFP to the Applicants may be on a wide range of
matters, some of which may depend upon interpretation of law. The information
given is not intended to be an exhaustive account of statutory requirements and
should not be regarded as a complete or authoritative statement of law. The
Authority accepts no responsibility for the accuracy or otherwise for any
interpretation or opinion on the law expressed herein.
The Authority, its employees and advisers make no representation or warranty
and shall have no liability to any person including any Applicant under any law, statute,

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

rules or regulations or tort, principles of restitution or unjust enrichment or otherwise

for any loss, damages, cost or expense which may arise from or be incurred or
suffered on account of anything contained in this RFP or otherwise, including
the accuracy, adequacy, correctness, reliability or completeness of the RFP and
any assessment, assumption, statement or information contained therein or
deemed to form part of this RFP or arising in any way in this Selection Process.
The Authority also accepts no liability of any nature whether resulting from
negligence or otherwise however caused arising from reliance of any Applicant
upon the statements contained in this RFP.
The Authority may in its absolute discretion, but without being under any
obligation to do so, update, amend or supplement the information, assessment or
assumption contained in this RFP.
The issue of this RFP does not imply that the Authority is bound to select an
Applicant or to appoint the Selected Applicant, as the case may be, for the
Consultancy and the Authority reserves the right to reject all or any of the Proposals
without assigning any reasons whatsoever.
The Applicant shall bear all its costs associated with or relating to the
preparation and submission of its Proposal including but not limited to preparation,
copying, postage, delivery fees, expenses associated with any demonstrations or
presentations which may be required by the Authority or any other costs incurred in
connection with or relating to its Proposal. All such costs and expenses will remain
with the Applicant and the Authority shall not be liable in any manner whatsoever
for the same or for any other costs or other expenses incurred by an Applicant
in preparation or submission of the Proposal, regardless of the conduct or outcome
of the Selection Process.

ii

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

TABLE OF CONTENT
GLOSSARY

......................................................................... 1

INVITATION FOR PROPOSAL ........................................................... 3

1.
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11

INTRODUCTION........................................................................ 4
Background
......................................................................... 4
Request for Proposal ................................................................ 4
Due diligence by Applicants .................................................... 4
Sale of RFP Document ............................................................. 4
Validity of the Proposal............................................................. 5
Brief description of the Selection Process ............................. 5
Currency conversion rate and payment ...................................... 5
Schedule of Selection Process .................................................. 5
Pre-Proposal visit and inspection of data ................................... 6
Pre-Proposal Conference ......................................................... 7
Communications....................................................................... 7

2.

INSTRUCTIONS TO APPLICANTS ............................................. 8

A.
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8

GENERAL
......................................................................... 8
Scope of Proposal .................................................................... 8
Conditions of Eligibility of Applicants ......................................... 9
Conflict of Interest ................................................................ 11
Number of Proposals .............................................................. 15
Cost of Proposal .................................................................. 15
Visit to the Authority and verification of information .................. 15
Acknowledgement by Applicant ............................................... 16
Right to reject any or all Proposals .......................................... 16

B.
2.9
2.10
2.11

DOCUMENTS .......................................................................
Contents of the RFP ............................................................
Clarifications .......................................................................
Amendment of RFP ................................................................

17
17
18
19

C.
2.12
2.13
2.14
2.15
2.16
2.17

PREPARATION AND SUBMISSION OF PROPOSAL ...................

Language
.......................................................................
Format and signing of Proposal ...............................................
Technical Proposal .................................................................
Financial Proposal..................................................................
Submission of Proposal ..........................................................
Proposal Due Date ...............................................................

20
20
20
21
23
24
25

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

2.18 Late Proposals ..........................................................................

26
2.19 Modification/ substitution/ withdrawal of Proposals ................... 26
2.20 Performance Security ............................................................. 26
D.
2.21
2.22
2.23

EVALUATION PROCESS ..........................................................

Evaluation of Proposals ..........................................................
Confidentiality .......................................................................
Clarifications .......................................................................

27
27
28
28

E.
2.24
2.25
2.26
2.27
2.28
2.29
2.30

APPOINTMENT OF CONSULTANT ...........................................

Negotiations .......................................................................
Substitution of Key Personnel ..............................................
Indemnity
.......................................................................
Award of Consultancy .............................................................
Execution of Agreement..........................................................
Commencement of Assignment ...............................................
Proprietary data .....................................................................

29
29
29
30
30
31
31
31

3.
3.1
3.2
3.3
3.4

CRITERIA FOR EVALUATION .................................................

Evaluation of Technical Proposals ...........................................
Short-listing of Applicants .......................................................
Evaluation of Financial Proposal .............................................
Combined and Final Evaluation ...............................................

32
32
34
34
35

4.

FRAUD AND CORRUPT PRACTICES ...................................... 36

5.

PRE-PROPOSAL CONFERENCE.............................................. 38

6.

MISCELLANEOUS................................................................... 39

SCHEDULES

....................................................................... 40

1.

TERMS OF REFERENCE (TOR) ........................................... 42

2.

FORM OF AGREEMENT ...........................................................

Annex-1:Terms of Reference .................................................
Annex-2: Deployment of Key Personnel ...................................
Annex-3: Approved Sub-Consultant(s) ......................................
Annex-4:Cost of Services ......................................................
Annex-5:Payment Schedule ....................................................
Annex-6:Bank Guarantee for Performance Security ...................

3.

GUIDANCE NOTE ON CONFLICT OF INTEREST ................... 89

iv

49
81
82
83
84
85
86

Government of Telangana

APPENDICES

RFP for Consultancy Services for TEFR of Dry Port(s)

....................................................................... 92

APPENDIX-I: Technical Proposal ....................................... 93

Form-1:
Letter of Proposal ................................................. 93
Form-2:
Particulars of the Applicant ................................ 97
Form-3:
Statement of Legal Capacity ................................100
Form-4:
Power of Attorney .................................................101
Form-5:
Financial Capacity of the Applicant ..........................103
Form-6:
Particulars of Key Personnel ...............................104
Form-7:
Abstract of Eligible Assignments of the Applicant .....105
Form-7A:
Abstract of other relevant experience of the
Applicant
106
Form-8:
Abstract of Eligible Assignments of Key Personnel .....108
Form-8A:
Abstract of other relevant experience of Key Personnel
109
Form-9:
Eligible Assignments of Applicant ...........................110
Form-9A:
Other relevant assignments of Applicant ............111
Form-10:
Eligible Assignments of Key Personnel .............112
Form-10A: Other relevant assignments of Key Personnel.......113
Form-11:
Curriculum Vitae (CV) of Professional Personnel .......114
Form-12:
Proposal for Sub-Consultant(s) ...........................115

APPENDIX-II: Financial Proposal ........................................116

Form-1: Covering Letter ........................................................116
Form-2: Financial Proposal......................................................117

3
A.
B.

APPENDIX- III: List o f Bid-Specific Clauses .........................118

Clauses and appendices with non-numerical footnotes ...........118
Clauses and appendices with blank spaces...........................118

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

Glossary
Agreement

As defined in Schedule-2

Agreement Value

As defined in Clause 6.1.2 of Schedule-2

Applicable Laws

As defined in Schedule-2

Applicant

As defined in Clause 2.1.1

Associate

As defined in Clause 2.3.3

Authorised Representative

As defined in Clause 2.13.3

Authority

As defined in Clause 1.1.1

Bid Documents

As defined in Clause 1.2

Concession Agreement

As defined in Clause 1.1.2

Concessionaire

As defined in Clause 1.1.2

Conditions of Eligibility

As defined in Clause 2.2.1

Conflict of Interest

As defined in Clause 2.3.1

Consultancy

As defined in Clause 1.2

Consultancy Team

As defined in Clause 2.1.4

Consultant

As defined in Clause 1.2

CV

Curriculum Vitae

Deliverables

As defined in Clause 4 of Schedule-1

Documents

As defined in Clause 2.12

Effective Date

As defined in Clause 2.1 of Schedule-2

Eligible Assignments

As defined in Clause 3.1.4

Expatriate Personnel

As defined in Clause 1.1.1(h) of Schedule-2

Team Leader cum Financial

Expert

As specified in Clause 2.1.4

Financial Proposal

As defined in Clause 2.15.1

Form of Agreement

Form of Agreement as in Schedule-2

INR, Re, Rs.

Indian Rupee(s)

Inception Report

As specified in Clause 4(A) of Schedule-1

Key Date or KD

As defined in Clause 5.2 of Schedule-1

Key Personnel

As defined in Clause 2.1.4

LOA
Lead Member

Letter of Award
As defined in Clause 2.1.1

MCA

As defined in Clause 1.2 of Schedule - 1

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

Member

As defined in Clause 2.3.3 (a)

Official Website

As defined in Clause 1.11.2

PPP

Public Private Partnership

Personnel

As defined in Clause 1.1.1(m) of Schedule-2

Project

As defined in Clause 1.1.1

Professional Personnel

As defined in Clause 2.14.6

Prohibited Practices

As defined in Clause 4.1

Proposals

As defined in Clause 1.2

Proposal Due Date or PDD

As defined in Clause 1.5

RFP

As defined in Disclaimer

Resident Personnel

As defined in Clause 1.1.1(n) of Schedule-2

Revenue Model

As defined in Clause 1.2

Scheduled Bank

As specified in RBI Act, 1934

Selected Applicant

As defined in Clause 1.6

Selection Process

As defined in Clause 1.6

Services

As defined in Clause 1.1.1(p) of Schedule-2

Sole Firm

As defined in Clause 2.1.1

Statutory Auditor

An Auditor appointed under Applicable Laws

Sub-Consultant

As defined in Clause 1.1.1(q) of Schedule-2

Support Personnel

As defined in Clause 2.14.6

Technical Proposal

As defined in Clause 2.14.1

TOR

As defined in Clause 1.1.3

US$

United States Dollar

The words and expressions beginning with capital letters and defined in this document
shall, unless repugnant to the context, have the meaning ascribed thereto herein.

Invitation for Proposal

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

1.

INTRODUCTION

1.1

Background

1.1.1

Government of Telangana (the Authority) intends to enhance the Port

infrastructure and enable augmentation of cargo warehousing and handling
capacity in the State, the Authority has decided to undertake a Feasibility
Study for setting up Dry Port(s) in the state of Telangana (the Project).

1.1.2

With a view to inviting bids for the Project, the Authority wishes to appoint a
Consultant to carry out the feasibility study for the project. The study is to be
conducted for assisting the implementing agency in shortlisting appropriate
locations for the proposed development and further determining the technical
feasibility and financial viability of the Projects. Basis the outcome of the
techno-economic feasibility study, the consultant shall outline the
implementation model for the projects.

1.1.3

In pursuance of the above, the Authority has decided to carry out the process for
selection of a Consultancy Firm in accordance with the Terms of Reference
specified at Schedule-1 (the TOR).

1.2

Request for Proposal

The Authority invites proposals from interested firms (the Proposals) for
selection of a Consultancy Firm (the Consultant) who shall conduct a
Feasibility Study and assist the Authority in appropriately structuring the
Project Implementation mode.

1.3

Due diligence by Applicants

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

1.4

Sale of RFP Document

RFP document can be obtained between 1030 hrs and 1700 hrs on all
working days on payment of a fee of Rs. 10,000 (Rupees Ten Thousand only)
in the form of a demand draft or bankers cheque drawn on any Scheduled
Bank in India in favor of Telangana State Industrial Infrastructure
Corporation (TSIIC) Ltd, Government of Telangana and payable at
4

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

Hyderabad. The document can also be downloaded from the Official Website
of the Authority (tsiic.telangana.gov.in) where it is uploaded or
www.telangana.gov.in. In case of a downloaded form, the Applicant need
not deposit the aforesaid fee.
1.5

Validity of the Proposal

The Proposal shall be valid for a period of not less than 90 days from the
Proposal Due Date (the PDD).

1.6

Brief description of the Selection Process

The Authority has adopted a two stage selection process (collectively the
Selection Process) in evaluating the Proposals comprising technical and
financial bids to be submitted in two separate sealed envelopes. In the first
stage, a technical evaluation will be carried out as specified in Clause 3.1.
Based on this technical evaluation, a list of short-listed applicants shall be
prepared as specified in Clause 3.2. In the second stage, a financial evaluation
will be carried out as specified in Clause 3.3. Proposals will finally be ranked
according to their combined technical and financial scores as specified in
Clause 3.4. The first ranked Applicant (the Selected Applicant) shall be
called for negotiation, if necessary, while the second ranked Applicant will be
kept in reserve.

1.7

Currency conversion rate and payment

1.7.1

For the purposes of technical evaluation of Applicants, Rs. 60 per US$ shall be
considered as the applicable currency conversion rate. In case of any other
currency, the same shall first be converted to US$ as on the date 60 (sixty)
days prior to the PDD, and the amount so derived in US$ shall be converted
into INR at the aforesaid rate. The conversion rate of such currencies shall
be the daily representative exchange rates published by the International
Monetary Fund for the relevant date.

1.7.2

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

1.8

Schedule of Selection Process

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

The Authority would endeavour to adhere to the following schedule:

1.9

Event Description

Date

1.

Last date for receiving queries /

clarifications

29.06.2015

2.

Pre-Proposal Conference

30.06.2015

3.

Authority response to queries

01.07.2015

4.

Proposal Due Date or PDD

15.07.2015

5.

Opening of Proposals

On Proposal Due Date

6.

Letter of Award (LOA)

Within 7 days of opening of

Financial proposal

7.

Signing of Agreement

Within 7 Days of LOA

8.

Validity of Applications

90 days of Proposal Due

Date

Pre-Proposal visit and inspection of data

Prospective applicants may visit the office of the Project Authority and review
the available documents and data at any time prior to PDD. For this purpose,
they will provide at least two days notice to the nodal officer specified below:
Mr K Venu Madhav
C/O VC & MD, Telangana State Industrial Infrastructure Corporation (TSIIC),
6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh
Hyderabad 500 004, Telangana, India
Phone: (040) 23237591 Mobile: (91) 9959666303
Email: [email protected]
For the convenience of the Applicants, a pre-Proposal visit to the Project
site has been arranged on 30.06.2015 at 1100 hrs. The Applicants who
desire to avail this facility may visit the Authoritys Office on the date and time
mentioned above.

Government of Telangana

1.10

RFP for Consultancy Services for TEFR of Dry Port(s)

Pre-Proposal Conference
The date, time and venue of Pre-Proposal Conference shall be:
Date: 30.06.2015
Time: 11 00 hrs
Venue:
TSIIC
6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh
Hyderabad 500 004, Telangana, India

1.11

Communications

1.11.1

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

Mr K Venu Madhav
C/O VC & MD, Telangana State Industrial Infrastructure Corporation (TSIIC),
6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh
Hyderabad 500 004, Telangana, India
Phone: (040) 23237591
Mobile: (91) 9959666303
Email: [email protected]

1.11.2

The Official Website of the Authority is: tsiic.telangana.gov.in

1.11.3

All communications, including the envelopes, should contain the following

information, to be marked at the top in bold letters:
For Selection of Consultancy Firms For Preparation of Techno
Economic Feasibility Report for Setting up Dry Port(s) in the State of
Telangana

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

2.

INSTRUCTIONS TO APPLICANTS

A.

GENERAL

2.1

Scope of Proposal

2.1.1

Detailed description of the objectives, scope of services, Deliverables

and other requirements relating to this Consultancy are specified in this RFP.
In case an applicant firm possesses the requisite experience and
capabilities required for undertaking the Consultancy, it may participate in
the Selection Process either individually (the Sole Firm) or as lead
member of a consortium of firms (the Lead Member) in response to this
invitation. The term applicant (the Applicant) means the Sole Firm or the
Lead Member, as the case may be. The manner in which the Proposal is
required to be submitted, evaluated and accepted is explained in this RFP.

2.1.2

Applicants are advised that the selection of Consultant shall be on the

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

2.1.3

The Applicant shall submit its Proposal in the form and manner specified in
this Section of the RFP. The Technical proposal shall be submitted in the
form at Appendix-I and the Financial Proposal shall be submitted in the form
at Appendix-II. Upon selection, the Applicant shall be required to enter into
an agreement with the Authority in the form specified at Schedule-2.

2.1.4

Key Personnel
The Consultants team (the Consultancy Team) shall consist of the
following key personnel (the Key Personnel) who shall discharge their
respective responsibilities as specified below:
Key Personnel

Responsibilities

Team Leader cum

Financial Expert

He will lead, co-ordinate and supervise the

Consultancy Team for delivering the Consultancy in
a timely manner as envisaged in this RFP. He
will be responsible for financial analysis,
modeling and project structuring.

Government of Telangana

Port

Expert/

RFP for Consultancy Services for TEFR of Dry Port(s)

Traffic

cum Market Analyst

Infrastructure Planning
Expert

He will be responsible for assessment of site

suitability in terms of rail and port
connectivity, assessment of traffic forecast
for the proposed Dry Ports on the basis of
the
traffic
survey,
future
trends
in
commodities, global and national economic
scenario etc. He will suggest/justify the
requirement of the dry port facilities.
He will be responsible for preparation of
broad layout design based on typical design
standards
and
specifications
and
preparation of broad cost estimates

2.2

Conditions of Eligibility of Applicants

2.2.1

Applicants must read carefully the minimum conditions of eligibility (the

Conditions of Eligibility) provided herein. Proposals of only those Applicants
who satisfy the Conditions of Eligibility will be considered for evaluation.

2.2.2

To be eligible for evaluation of its Proposal, the Applicant shall fulfil the following:
(A)

Technical Capacity: The Applicant shall have, over the past 10

(ten) years preceding the PDD, completed a minimum of 2
(two) Assignments/ Consultancy services relating to Feasibility
study/ Pre-Feasibility study of a Dry Port/ Inland Container
Depot for a Government Entity.

(B)

Financial Capacity: The Applicant shall have received a

minimum of
Rs.100 crore (Rs. One Hundred crore)
per annum as professional fees during each of the three
financial years preceding the PDD. For the avoidance of doubt,
professional fees hereunder refer to fees received by the
Applicant for providing advisory or consultancy services to its
clients.

(C) Availability of Key Personnel: The Applicant shall offer and make
available all Key Personnel meeting the requirements specified
in Sub-clause (D) below.
(D) Conditions of Eligibility for Key Personnel: Each of the Key
Personnel must fulfil the Conditions of Eligibility specified
below:

Government of Telangana

Key
Personnel

RFP for Consultancy Services for TEFR of Dry Port(s)

Educational
Qualification

Length of
Experience on
Professional Eligible
Experience Assignments

Team Leader MBA (Finance) / 15 years

cum
CA / CFA or
Financial
equivalent
Expert

Port Expert/
Traffic
cum
Market
Analyst

Masters in
8 years
Planning/ MBA or
relevant field with
Bachelors Degree
in Civil
engineering
Engineering or
relevant discipline

Infrastructure Masters in Urban 10 years

Planning
Planning
or
Expert
relevant field with
Bachelors
in
Architecture

2.2.3

He should have led

the
Consultancy
team in Feasibility
Study or preparation
of Revenue Model
and/or
Project
Structuring for at
least 2 (two) Eligible
Assignments
He
should
have
worked as a port
expert/traffic/
market analyst for at
least two eligible
assignments.

He
should
have
been involved
in
preparation
of
conceptual
layout
designs and block
cost estimates for at
least two eligible
assignments

The Applicant shall enclose with its Proposal, certificate(s) from its
Statutory Auditors $ stating its total revenues from professional fees
during each of the past three financial years and the fee received in
respect of each of the Eligible Assignments specified in the
Proposal. In the event that the Applicant does not have a statutory

No separate annual financial statements should be submitted

10

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

auditor, it shall provide the requisite certificate(s) from the firm of

Chartered Accountants that ordinarily audits the annual accounts of
the Applicant.
2.2.4

The Applicant should submit a Power of Attorney as per the format

at Form - 4 of Appendix- I; provided, however, that such Power of
Attorney would not be required if the Application is signed by a
partner or Director (on the Board of Directors) of the Applicant.

2.2.5

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

2.2.6

An Applicant 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 Associate, nor been expelled from any project or agreement nor
have had any agreement terminated for breach by such Applicant or
its Associate.

2.2.7

While submitting a Proposal, the Applicant should attach clearly

marked and referenced continuation sheets in the event that the
space provided in the specified forms in the Appendices is
insufficient. Alternatively, Applicants may format the specified forms
making due provision for incorporation of the requested information.

2.3

Conflict of Interest

2.3.1

An Applicant shall not have a conflict of interest that may affect the Selection
Process or the Consultancy (the Conflict of Interest). Any Applicant found
to have a Conflict of Interest shall be disqualified. In the event of
disqualification, the Authority shall forfeit and appropriate the Performance
Security, if available, as mutually agreed genuine pre-estimated
compensation and damages payable to the Authority for, inter alia, the time,
cost and effort of the Authority including consideration of such Applicants
Proposal, without prejudice to any other right or remedy that may be
11

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

available to the Authority hereunder or otherwise.

2.3.2

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

2.3.3

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

the Applicant, its consortium member (the Member) or Associates

(or any constituent thereof) and any other Applicant, its
consortium member or Associate (or any constituent thereof) have
common controlling shareholders or other ownership interest;
provided that this disqualification shall not apply in cases where the
direct or indirect shareholding or ownership interest of an Applicant,
its Member or Associate (or any shareholder thereof having a
shareholding of more than 5 per cent of the paid up and subscribed
share capital of such Applicant, Member or Associate, as the case
may be) in the other Applicant, its consortium member or Associate is
less than 5% (five per cent) of the subscribed and paid up equity
share capital thereof. For the purposes of this Clause 2.3.3(a),
indirect shareholding held through one or more intermediate
persons shall be computed as follows: (aa) where any intermediary is
controlled by a person through management control or otherwise, the
entire shareholding held by such controlled intermediary in any other
person (the Subject Person) shall be taken into account for
computing the shareholding of such controlling person in the Subject
Person; and (bb) subject always to Sub-clause (aa) above, where a
person does not exercise control over an intermediary, which has
shareholding in the Subject Person, the computation of indirect
shareholding of such person in the Subject Person shall be
undertaken on a proportionate basis; provided, however, that no such
shareholding shall be reckoned under this Sub-clause (bb) if the
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RFP for Consultancy Services for TEFR of Dry Port(s)

shareholding of such person in the intermediary is less than 26%

(twenty six per cent) of the subscribed and paid up equity
shareholding of such intermediary; or
(b)

a constituent of such Applicant is also a constituent of another

Applicant; or

(c)

such Applicant or its Associate receives or has received any direct or

indirect subsidy or grant from any other Applicant or its Associate; or

(d)

such Applicant has the same legal representative for purposes of this
Application as any other Applicant; or

(e)

such Applicant has a relationship with another Applicant, directly or

through common third parties, that puts them in a position to have
access to each others information about, or to influence the Application
of either or each of the other Applicant; or

(f)

there is a conflict among this and other consulting assignments of the

Applicant (including its personnel and other members, if any) and any
subsidiaries or entities controlled by such Applicant or having common
controlling shareholders. The duties of the Consultant will depend on
the circumstances of each case. While providing consultancy services
to the Authority for this particular assignment, the Consultant shall not
take up any assignment that by its nature will result in conflict with the
present assignment; or

(g)

a firm which has been engaged by the Authority to provide goods or

works or services for a project, and its Associates, will be disqualified
from providing consulting services for the same project save and
except as provided in Clause 2.3.4; conversely, a firm hired to provide
consulting services for the preparation or implementation of a project,
and its Members or Associates, will be disqualified from subsequently
providing goods or works or services related to the same project; or

(h)

the Applicant, its Member or Associate (or any constituent thereof), and
the bidder or Concessionaire, if any, for the Project, its contractor(s) or
sub-contractor(s) (or any
constituent thereof) have common
controlling shareholders or other ownership interest; provided that this
disqualification shall not apply in cases where the direct or indirect

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RFP for Consultancy Services for TEFR of Dry Port(s)

shareholding or ownership interest of an Applicant, its Member or

Associate (or any shareholder thereof having a shareholding of more
than 5% (five per cent) of the paid up and subscribed share capital of
such Applicant, Member or Associate, as the case may be,) in
the bidder or Concessionaire, if any, or its contractor(s) or subcontractor(s) is less than 5% (five per cent) of the paid up and
subscribed share capital of such Concessionaire or its contractor(s) or
sub-contractor(s); provided further that this disqualification shall not
apply to ownership by a bank, insurance company, pension fund or a
Public Financial Institution referred to in section 4A of the Companies Act
1956. For the purposes of this Sub-clause (h), indirect shareholding
shall be computed in accordance with the provisions of Sub-clause (a)
above.
For purposes of this RFP, Associate means, in relation to the Applicant, a
person who controls, is controlled by, or is under the common control with such
Applicant, or is deemed or published as an Associate Office; or has a formal
arrangement such as tie up for client referral or technology sharing, joint
venture with the Applicant (the Associate); provided, however, that if the
Applicant has any formal arrangement such as consortium membership in a
consortium of advisers/ consultants for a particular assignment/ project, not
being this project, with any other person, then such other person shall not be
treated to be an Associate of the Applicant solely due to the reason of forming
such consortium. As used in this definition, the expression control means, with
respect to a person which is a company or corporation, the ownership, directly or
indirectly, of more than 50% (fifty per cent) of the voting shares of such person,
and with respect to a person which is not a company or corporation, the power
to direct the management and policies of such person by operation of law or by
contract.
2.3.4

An Applicant eventually appointed to provide Consultancy for this Project, its

Associates, affiliates and the Team Leader cum Financial Expert, shall be
disqualified from subsequently providing goods or works or services related to
the construction and operation of the same Project and any breach of this
obligation shall be construed as Conflict of Interest; provided that the
restriction herein shall not apply after a period of 3 (three) years from the
completion of this assignment or to any consulting assignments granted by
banks/ lenders at any time; provided further that this restriction shall not apply
to consultancy/ advisory services performed for the Authority in continuation
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RFP for Consultancy Services for TEFR of Dry Port(s)

of this Consultancy or to any subsequent consultancy/ advisory services

performed for the Authority in accordance with the rules of the Authority. For
the avoidance of doubt, an entity affiliated with the Consultant shall include a
partner in the Consultants firm or a person who holds more than 5% (five
per cent) of the subscribed and paid up share capital of the Consultant, as
the case may be, and any Associate thereof. For the avoidance of doubt,
in the event that: (a) the Team Leader cum Financial Expert of an Applicant/
Consultant was a partner or an employee of another firm, which attracts the
provisions relating to Conflict of Interest hereunder; and (b) was directly or
indirectly associated with any assignment that causes a Conflict of Interest
hereunder, then such Team Leader cum Financial Expert shall be deemed to
suffer from Conflict of Interest for the purpose hereof.
2.3.5

In the event that the Consultant, its Associates or affiliates are auditors or
financial advisers to any of the bidders for the Project, they shall make a
disclosure to the Authority as soon as any potential conflict comes to their
notice but in no case later than 7 (seven) days from the opening of the RFQ
applications for the Project and any breach of this obligation of disclosure
shall be construed as Conflict of Interest. The Authority shall, upon being
notified by the Consultant under this Clause 2.3.5, decide whether it wishes
to terminate this Consultancy or otherwise, and convey its decision to the
Consultant within a period not exceeding 15 (fifteen) days.

2.4

Number of Proposals
No Applicant or its Associate shall submit more than one Application for the
Consultancy. An Applicant applying individually or as an Associate shall not be
entitled to submit another application either individually or as a member of any
consortium, as the case may be.

2.5

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

2.6

Visit to the Authority and verification of information

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RFP for Consultancy Services for TEFR of Dry Port(s)

Applicants are encouraged to submit their respective Proposals after visiting

the office of the Authority and ascertaining for themselves the availability of
documents and other data with the Authority, Applicable Laws and regulations or
any other matter considered relevant by them.
2.7

Acknowledgement by Applicant

2.7.1

It shall be deemed that by submitting the Proposal, the Applicant has:

(a)

made a complete and careful examination of the RFP;

(b)

received all relevant information requested from the Authority;

(c)

accepted the risk of inadequacy, error or mistake in the information

provided in the RFP or furnished by or on behalf of the Authority or
relating to any of the matters referred to in Clause 2.6 above;

(d)

satisfied itself about all matters, things and information, including matters
referred to in Clause 2.6 herein above, necessary and required for
submitting an informed Application and performance of all of its
obligations thereunder;

(e)

acknowledged that it does not have a Conflict of Interest; and

(f)

agreed to be bound by the undertaking provided by it under and in

terms hereof.

2.7.2

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

2.8

Right to reject any or all Proposals

2.8.1

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

2.8.2

Without prejudice to the generality of Clause 2.8.1, the Authority reserves

the right to reject any Proposal if:

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RFP for Consultancy Services for TEFR of Dry Port(s)

(a)

at any time, a material misrepresentation is made or discovered, or

(b)

the Applicant does not provide, within the time specified by the
Authority, the supplemental information sought by the Authority for
evaluation of the Proposal.

Misrepresentation/ improper response by the Applicant may lead to the

disqualification of the Applicant. If the Applicant is the Lead Member of a
consortium, then the entire consortium may be disqualified / rejected. If such
disqualification / rejection occurs after the Proposals have been opened and the
highest ranking Applicant gets disqualified / rejected, then the Authority reserves
the right to consider the next best Applicant, or take any other measure as may
be deemed fit in the sole discretion of the Authority, including annulment of the
Selection Process.

B.

DOCUMENTS

2.9

Contents of the RFP

2.9.1

This RFP comprises the Disclaimer set forth hereinabove, the contents as
listed below and will additionally include any Addendum / Amendment
issued in accordance with Clause 2.11:
Request for Proposal
1

Introduction

Instructions to Applicants

Criteria for Evaluation

Fraud and corrupt practices

Pre-Proposal Conference

Miscellaneous

Schedules
1

Terms of Reference

Form of Agreement
Annex-1 : Terms of Reference
Annex-2 : Deployment of Personnel

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RFP for Consultancy Services for TEFR of Dry Port(s)

Annex-3 : Approved Sub-consultant(s)

Annex-4 : Cost of Services
Annex-5 : Payment Schedule
Annex-6 : Bank Guarantee for Performance Security
3

Guidance Note on Conflict of Interest

Appendices
Appendix I : Technical Proposal
Form 1

: Letter of Proposal

Form 2

: Particulars of the Applicant

Form 3

: Statement of Legal Capacity

Form 4

: Power of Attorney

Form 5

: Financial Capacity of the Applicant

Form 6

: Particulars of Key Personnel

Form 7

: Abstract of Eligible Assignments of the Applicant

Form 7A : Abstract of other relevant experience of the Applicant

Form 8

: Abstract of Eligible Assignments of Key Personnel

Form 8A : Abstract of other relevant experience of Key Personnel

Form 9

: Eligible Assignments of Applicant

Form 9A : Other relevant assignments of Applicant

Form 10 : Eligible Assignments of Key Personnel
Form 10A : Other relevant assignments of Key Personnel
Form 11

: CVs of Professional Personnel

Form 12

: Proposal for Sub-consultant(s)

Appendix II : Financial Proposal

Form 1 : Covering Letter
Form 2 : Financial Proposal
2.10

Clarifications

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Government of Telangana

2.10.1

RFP for Consultancy Services for TEFR of Dry Port(s)

Applicants requiring any clarification on the RFP may send their queries to the
Authority in writing before the date mentioned in the Schedule of Selection
Process at Clause 1.8. The envelopes shall clearly bear the following
identification:
Queries/Request for Additional Information concerning Request for Proposal
(RFP) For Selection of Consultancy Firms For Preparation of Techno
Economic Feasibility Report for Setting up Dry Port(s) in the State of
Telangana
The Authority shall endeavour to respond to the queries within the period
specified therein but no later than 7 (seven) days prior to the PDD. The
responses will be sent by fax or e-mail. The Authority will post the reply to
all such queries on the Official Website and copies thereof will also be
circulated to all Applicants who have purchased the RFP document without
identifying the source of queries.

2.10.2

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

2.11

Amendment of RFP

2.11.1

At any time prior to the deadline for submission of Proposal, the Authority
may, for any reason, whether at its own initiative or in response to
clarifications requested by an Applicant, modify the RFP document
by the issuance of Addendum/ Amendment and posting it on the
Official Website and by conveying the same to the prospective
Applicants (who have purchased the RFP document) by fax or e-mail.

2.11.2

All such amendments will be notified in writing through fax or e-mail to all
Applicants who have purchased the RFP document. The amendments will
also be posted on the Official Website along with the revised RFP
containing the amendments and will be binding on all Applicants.

2.11.3

In order to afford the Applicants a reasonable time for taking an

amendment into account, or for any other reason, the Authority may, in its

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RFP for Consultancy Services for TEFR of Dry Port(s)

sole discretion, extend the PDD$

C.

PREPARATION AND SUBMISSION OF PROPOSAL

2.12

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

2.13

Format and signing of Proposal

2.13.1

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

2.13.2

The Applicant shall prepare one original set of the Proposal (together with
originals/ copies of Documents required to be submitted along therewith
pursuant to this RFP) and clearly marked ORIGINAL. In addition, the
Applicant shall submit 1 (one) copy of the Proposal, along with
Documents, marked COPY. In the event of any discrepancy between the
original and its copies, the original shall prevail.

2.13.3

The Proposal, and its copy, shall be typed or written in indelible ink and
signed by the authorised signatory of the Applicant who shall initial each
page, in blue ink. In case of printed and published Documents, only the cover
shall be initialed. All the alterations, omissions, additions, or any other
amendments made to the Proposal shall be initialed by the person(s)
signing the Proposal. The Proposals must be properly signed by the
authorised representative (the Authorised Representative) as detailed
below:

While extending the Proposal Due Date on account of an addendum, the Authority shall have due regard for the time required
by bidders to address the amendments specified therein. In the case of significant amendments, at least 15 (fifteen) days shall be
provided between the date of amendment and the Proposal Due Date, and in the case of minor amendments, at least 7 (seven)
days shall be provided.

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RFP for Consultancy Services for TEFR of Dry Port(s)

(a)

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

(b)

by a partner, in case of a partnership firm and/or a limited liability

partnership; or

(c)

by a duly authorised person holding the Power of Attorney, in case of a

Limited Company or a corporation; or

(d)

by the authorised representative of the Lead Member, in case of

consortium.

A copy of the Power of Attorney certified by a notary public in the form specified in
Appendix-I (Form-4) shall accompany the Proposal (if required).
2.13.4

Applicants should note the PDD, as specified in Clause 1.8, for submission of
Proposals.
Except as specifically provided in this RFP, no supplementary material will be
entertained by the Authority, and that evaluation will be carried out only on the
basis of Documents received by the closing time of PDD as specified in Clause
2.17.1. Applicants will ordinarily not be asked to provide additional material
information or documents subsequent to the date of submission, and
unsolicited material if submitted will be summarily rejected.

2.14

Technical Proposal

2.14.1

Applicants shall submit the technical proposal in the formats at Appendix-I (the
Technical Proposal).

2.14.2

While submitting the Technical Proposal, the Applicant shall, in particular, ensure
that:
(a)

all forms are submitted in the prescribed formats and signed by the
prescribed signatories;

(b)

power of attorney, if applicable, is executed as per Applicable Laws;

(c)

CVs of all Key Personnel have been included;

(d)

Key Personnel have been proposed only if they meet the Conditions of
Eligibility laid down at Clause 2.2.2 (D) of the RFP;

(e)

no alternative proposal for any Key Personnel is being made and only
one CV for each position has been furnished;

(f)

the CVs have been recently signed and dated, in blue ink by the

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RFP for Consultancy Services for TEFR of Dry Port(s)

respective Personnel and countersigned by the Applicant.

Photocopy or unsigned / countersigned CVs shall be rejected;
(g)

the CVs shall contain an undertaking from the respective Key

Personnel about his/her availability for the duration specified in the
RFP;

(h)

Key Personnel proposed have good working knowledge of English

language;

(i)

Key Personnel would be available for the period indicated in the

TOR;

(j)

no Key Personnel should have attained the age of 75 years at the

time of submitting the proposal; and

(k)

the proposal is responsive in terms of Clause 2.21.3.

2.14.3

Failure to comply with the requirements spelt out in this Clause 2.14 shall make
the Proposal liable to be rejected.

2.14.4

If an individual Key Personnel makes a false averment regarding his

qualification, experience or other particulars, he shall be liable to be debarred
for any future assignment of the Authority for a period of 3 (three) years. The
award of this Consultancy to the Applicant may also be liable to cancellation in
such an event.

2.14.5

The Technical Proposal shall not include any financial information relating to the
Financial Proposal.

2.14.6

The proposed team shall include experts and specialists (the Professional
Personnel) in their respective areas of expertise and managerial/support
staff (the Support Personnel) such that the Consultant should be able to
complete the Consultancy within the specified time schedule. The Key
Personnel specified in Clause 2.1.4 shall be included in the proposed team of
Professional Personnel. The team shall comprise other competent and
experienced professional personnel in the relevant areas of expertise (where
applicable) as required for successful completion of this Consultancy. The CV
of each such professional personnel, if any, should also be submitted in the
format at Form-11 of Appendix-I.

2.14.7

An Applicant may, from time to time, if it considers necessary, propose suitable

Sub-Consultants in specific areas of expertise (where applicable). Credentials
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RFP for Consultancy Services for TEFR of Dry Port(s)

of such Sub-Consultants should be submitted by the Applicant in Form-12 of

Appendix-I. A Sub-Consultant, however, shall not be a substitute for any Key
Personnel.
2.14.8

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

2.14.9

In case it is found during the evaluation or at any time before signing of the
Agreement or after its execution and during the period of subsistence
thereof, that one or more of the eligibility conditions have not been met by the
Applicant or the Applicant has made material misrepresentation or has given any
materially incorrect or false information, the Applicant shall be disqualified
forthwith if not yet appointed as the Consultant either by issue of the LOA or
entering into of the Agreement, and if the Selected Applicant has already
been issued the LOA or has entered into the Agreement, as the case may be,
the same shall, notwithstanding anything to the contrary contained therein or in
this RFP, be liable to be terminated, by a communication in writing by the
Authority without the Authority being liable in any manner whatsoever to the
Selected Applicant or Consultant, as the case may be.
In such an event, the Authority shall forfeit and appropriate the Performance
Security, if available, as mutually agreed pre-estimated compensation and
damages payable to the Authority for, inter alia, time, cost and effort of the
Authority, without prejudice to any other right or remedy that may be available to
the Authority.

2.15

Financial Proposal

2.15.1

Applicants shall submit the financial proposal in the formats at Appendix-II (the
Financial Proposal) clearly indicating the total cost of the Consultancy (Item F
of Form-2 of Appendix II) in both figures and words, in Indian Rupees, and signed
by the Applicants Authorised Representative. In the event of any difference
between figures and words, the amount indicated in words shall prevail. In the
event of a difference between the arithmetic total and the total shown in the
Financial Proposal, the lower of the two shall prevail.

2.15.2

While submitting the Financial Proposal, the Applicant shall ensure the following:
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RFP for Consultancy Services for TEFR of Dry Port(s)

(i)

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

(ii)

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

(iii)

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

2.16

Submission of Proposal

2.16.1

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

2.16.2

The Proposal will be sealed in an outer envelope which will bear the address of the
Authority, RFP Notice number, Consultancy name as indicated at Clause
1.11.1 and 1.11.3 and the name and address of the Applicant. It shall bear on
top, the following:
Do not open, except in presence of the Authorised Person of the
Authority
If the envelope is not sealed and marked as instructed above, the Authority
assumes no responsibility for the misplacement or premature opening of the
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RFP for Consultancy Services for TEFR of Dry Port(s)

contents of the Proposal submitted and consequent losses, if any, suffered by

the Applicant.
2.16.3

The aforesaid outer envelope will contain two separate sealed envelopes, one
clearly marked Technical Proposal and the other clearly marked Financial
Proposal. The envelope marked Technical Proposal shall contain the
Application in the prescribed format (Form 1 of Appendix-I) along with Forms 2
to 12 of Appendix-I and supporting documents.
The envelope marked Financial Proposal shall contain the financial proposal
in the prescribed format (Forms 1, 2 & 3 of Appendix-II).

2.16.4

The Technical Proposal and Financial Proposal shall be typed or written in

indelible ink and signed by the Authorised Representative of the Applicant. All
pages of the original Technical Proposal and Financial Proposal must be
numbered and initialed by the person or persons signing the Proposal.

2.16.5

The completed Proposal must be delivered on or before the specified time on

PDD. Proposals submitted by fax, telex, telegram or e-mail shall not be
entertained.

2.16.6

The Proposal shall be made in the Forms specified in this RFP. Any
attachment to such Forms must be provided on separate sheets of paper and
only information that is directly relevant should be provided. This may include
photocopies of the relevant pages of printed documents. No separate
documents like printed annual statements, firm profiles, copy of contracts etc.
will be entertained.

2.16.7

The rates quoted shall be firm throughout the period of performance of the
assignment upto and including discharge of all obligations of the Consultant
under the Agreement.

2.17

Proposal Due Date

2.17.1

Proposal should be submitted before 1100 hrs on the PDD specified at

Clause 1.8 at the address provided in Clause 1.11 in the manner and form as
detailed in this RFP. A receipt thereof should be obtained from the person
specified therein.

2.17.2

The Authority may, in its sole discretion, extend the PDD by issuing an Addendum
in accordance with Clause 2.11 uniformly for all Applicants.
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2.18

RFP for Consultancy Services for TEFR of Dry Port(s)

Late Proposals
Proposals received by the Authority after the specified time on PDD shall not be
eligible for consideration and shall be summarily rejected.

2.19

Modification/ substitution/ withdrawal of Proposals

2.19.1

The Applicant may modify, substitute, or withdraw its Proposal after submission,
provided that written notice of the modification, substitution, or withdrawal is
received by the Authority prior to PDD. No Proposal shall be modified,
substituted, or withdrawn by the Applicant on or after the PDD.

2.19.2

The modification, substitution, or withdrawal notice shall be prepared, sealed,

marked, and delivered in accordance with Clause 2.16, with the envelopes
being additionally marked MODIFICATION, SUBSTITUTION or
WITHDRAWAL, as appropriate.

2.19.3

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

supplied subsequent to the PDD, unless the same has been expressly sought
for by the Authority, shall be disregarded.

2.20

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

If an Applicant engages in any of the Prohibited Practices specified in

Clause 4.1 of this RFP;

(b)

if the Applicant is found to have a Conflict of Interest as specified in

Clause 2.3; and

(c)

if the selected Applicant commits a breach of the Agreement.

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RFP for Consultancy Services for TEFR of Dry Port(s)

D.

EVALUATION PROCESS

2.21

Evaluation of Proposals

2.21.1

The Authority shall open the Proposals at 1200 hours on the PDD, at the place
specified in Clause 1.11.1 and in the presence of the Applicants who choose to
attend. The envelopes marked Technical Proposal shall be opened first. The
envelopes marked Financial Proposal shall be kept sealed for opening at a
later date.

2.21.2

Proposals for which a notice of withdrawal has been submitted in accordance

with Clause 2.19 shall not be opened.

2.21.3

Prior to evaluation of Proposals, the Authority will determine whether each

Proposal is responsive to the requirements of the RFP. A Proposal shall be
considered responsive only if:
(a)

the Technical Proposal is received in the form specified at Appendix-I;

(b)

it is received by the PDD including any extension thereof pursuant to

Clause 2.17;

(c)

it is signed, sealed, bound together in hard cover and marked as

stipulated in Clauses 2.13 and 2.16;

(d)

it is accompanied by the Power of Attorney as specified in Clause

2.2.4;

(e)

it contains all the information (complete in all respects) as requested in

the RFP;

(f)

it does not contain any condition or qualification; and

(g)

it is not non-responsive in terms hereof.

2.21.4

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

2.21.5

The Authority shall subsequently examine and evaluate Proposals in

accordance with the Selection Process specified at Clause 1.6 and the
criteria set out in Section 3 of this RFP.

2.21.6

After the technical evaluation, the Authority shall prepare a list of pre27

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RFP for Consultancy Services for TEFR of Dry Port(s)

qualified Applicants in terms of Clause 3.2 for opening of their Financial

Proposals. A date, time and venue will be notified to all Applicants for
announcing the result of evaluation and opening of Financial Proposals.
Before opening of the Financial Proposals, the list of pre- qualified
Applicants along with their Technical Scores will be read out. The opening of
Financial Proposals shall be done in presence of respective
representatives of Applicants who choose to be present. The Authority will
not entertain any query or clarification from Applicants who fail to qualify at
any stage of the Selection Process. The financial evaluation and final
ranking of the Proposals shall be carried out in terms of Clauses 3.3 and
3.4.
2.21.7

Applicants are advised that Selection shall be entirely at the discretion of the
Authority.
Applicants shall be deemed to have understood and agreed that the Authority
shall not be required to provide any explanation or justification in respect of any
aspect of the Selection Process or Selection.

2.21.8

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

2.22

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

2.23

Clarifications

2.23.1

To facilitate evaluation of Proposals, the Authority may, at its sole discretion,

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RFP for Consultancy Services for TEFR of Dry Port(s)

seek clarifications from any Applicant regarding its Proposal. Such clarification(s)
shall be provided within the time specified by the Authority for this purpose. Any
request for clarification(s) and all clarification(s) in response thereto shall be in
writing.
2.23.2

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

E.

APPOINTMENT OF CONSULTANT

2.24

Negotiations

2.24.1

The Selected Applicant may, if necessary, be invited for negotiations. The

negotiations shall generally not be for reducing the price of the Proposal, but
will be for re-confirming the obligations of the Consultant under this RFP.
Issues such as deployment of Key Personnel, understanding of the RFP,
methodology and quality of the work plan shall be discussed during
negotiations. A Key Personnel who did not score 70% (seventy per cent)
marks as required under Clause 3.1.2 shall be replaced by the Applicant with a
better candidate to the satisfaction of the Authority. In case the Selected
Applicant fails to reconfirm its commitment, the Authority reserves the right to
designate the next ranked Applicant as the Selected Applicant and invite it for
negotiations.

2.24.2

The Authority will examine the CVs of all other Professional Personnel and
those not found suitable shall be replaced by the Applicant to the satisfaction
of the Authority.

2.24.3

The Authority will examine the credentials of all Sub-Consultants/ Consortium

Members proposed for this Consultancy and those not found suitable shall be
replaced by the Selected Applicant to the satisfaction of the Authority.

2.25

Substitution of Key Personnel

2.25.1

The Authority will not normally consider any request of the Selected Applicant
for substitution of the Team Leader cum Financial Expert as the ranking of the

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RFP for Consultancy Services for TEFR of Dry Port(s)

Applicant is based on the evaluation of the Team Leader cum Financial Expert
and any change therein may upset the ranking. Substitution will, however, be
permitted in exceptional circumstances if the Team Leader cum Financial
Expert is not available for reasons of any incapacity or due to health, subject to
equally or better qualified and experienced personnel being provided to the
satisfaction of the Authority.
2.25.2

The Authority expects the Key Personnel to be available during implementation

of the Agreement. The Authority will not consider substitution of the Key
Personnel except for reasons of any incapacity or due to health. Such
substitution shall ordinarily be limited to one Key Personnel subject to equally
or better qualified and experienced personnel being provided to the satisfaction
of the Authority. Without prejudice to the foregoing, substitution of the Team
Leader cum Financial Expert shall only be permitted subject to reduction of
remuneration equal to 20% (twenty per cent) of the total remuneration
specified for the original Team Leader cum Financial Expert who is pro- posed
to be substituted.

2.25.3

Notwithstanding Clauses 2.25.1 and 2.25.2, Applicants should specifically note

that substitution of the Team Leader cum Financial Expert will not normally be
considered during the implementation of the Agreement and may lead to
disqualification of the Applicant or termination of the Agreement. Applicants are
expected to propose only such Team Leader cum Financial Expert who will be
in a position to commit the time required for and be available for delivering the
Consultancy in accordance with the Key Dates specified herein and in the
Agreement.

2.26

Indemnity
The Consultant shall, subject to the provisions of the Agreement, indemnify the
Authority, for an amount not exceeding 1 (One) time the value of the
Agreement, for any direct loss or damage that is caused due to any deficiency
in Services.

2.27

Award of Consultancy
After selection, a Letter of Award (the LOA) shall be issued, in duplicate, by the
Authority to the Selected Applicant and the Selected Applicant shall, within 7
(seven) days of the receipt of the LOA, sign and return the duplicate copy of
the LOA in acknowledgement thereof. In the event the duplicate copy of the
LOA duly signed by the Selected Applicant is not received by the stipulated
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RFP for Consultancy Services for TEFR of Dry Port(s)

date, the Authority may, unless it consents to extension of time for submission
thereof, cancel the LOA and the next highest ranking Applicant may be
considered.
2.28

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

2.29

Commencement of Assignment
The Consultant shall commence the Consultancy within seven days of the date of
the Agreement, or such other date as may be mutually agreed. If the Consultant
fails to either sign the Agreement as specified in Clause 2.28 or commence the
assignment as specified herein, the Authority may invite the second ranked
Applicant for negotiations. In such an event, the LOA or the Agreement, as the
case may be, may be cancelled / terminated.

2.30

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

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RFP for Consultancy Services for TEFR of Dry Port(s)

3.

CRITERIA FOR EVALUATION

3.1

Evaluation of Technical Proposals

3.1.1

In the first stage, the Technical Proposal will be evaluated on the basis of
Applicants experience, its understanding of TOR, proposed methodology and
Work Plan, and the experience of Key Personnel. Only those Applicants whose
Technical Proposals score 70 points or more out of 100 shall be ranked as per
score achievedT by them, from highest to the lowest technical score (S ).

3.1.2

Each Key Personnel must score a minimum of 70% marks except as

provided herein. A Proposal shall be rejected if the Team Leader scores less
than 70% (seventy per cent) marks. In case the Selected Applicant has one
Key Personnel, other than the Team Leader, who scores less than 70%
(seventy per cent) marks, he would have to be replaced during negotiations,
with a better candidate who, in the opinion of the Authority, would score 70%
(seventy per cent) or above.

3.1.3

The scoring criteria to be used for evaluation shall be as follows.

Item Criteria
Code

Marks Criteria

1.

Relevant Experience
of the Applicant

50

Marks shall be awarded for the

number
of Eligible Assignments
undertaken by the Applicant.

2.

Approach and
Methodology

10

Marks shall be awarded based on

Applicants understanding of TOR,
proposed methodology, Work Plan and
staffing schedule.

2.

Relevant Experience
of the Key
Personnel

40

Marks for each Key Personnel s hall

be awarded for the number of Eligible
assignments the respective Key
Personnel has worked on, as

2(a)

Team Leader cum

Financial Expert

15

He should have led the Consultancy

team in Feasibility Study or preparation
of Revenue Model and/or Project
Structuring for at least 2 (two) Eligible
Assignments.

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RFP for Consultancy Services for TEFR of Dry Port(s)

2(b)

Port Expert / Traffic

cum Market Analyst

15

He should have worked as a port

expert/traffic/ market analyst for at least
two eligible assignments.

2(c)

Infrastructure
Planning Expert

10

He should have been involved in

preparation of conceptual layout designs
and block cost estimates for at least two
eligible assignments

Grand Total

100

While awarding marks for the number of Eligible Assignments, the Applicant or
Key Personnel, as the case may be, that has undertaken the highest number
of Eligible Assignments shall be entitled to the maximum score for the
respective category and all other competing Applicants or respective Key
Personnel, as the case may be, shall be entitled to a proportionate score. No
score will be awarded to an Applicant/ Key Personnel for fulfilling the eligibility
criteria of a minimum number of Eligible Assignments and only projects
exceeding the eligibility criteria shall qualify for scoring. For the avoidance of
doubt and by way of illustration, if the minimum number of Eligible
Assignments for meeting the eligibility criteria is 2 (two), then an equivalent
number will be ignored for each Applicant/ Key Personnel and only the balance
remaining will be considered for awarding scores relating to the number of
Eligible Assignments on a proportionate basis.
3.1.4

Eligible Assignments
For the purposes of satisfying the Conditions of Eligibility and for evaluating the
Proposals under this RFP, advisory/ consultancy assignments granted by the
government, regulatory commission, tribunal, statutory authority or public sector
entity in respect of preparation of feasibility studies, preparation of revenue
model and/or preparation of transaction / bid documents and other similar
assignments as the case may be, for the following projects shall be deemed as
eligible assignments (the Eligible Assignments):
(a) A Port Sector project, including Dry port, ICD, FTWZ, CFS etc, having an
estimated capital cost of at least Rs. 100 crore (Rupees one hundred
crore), (the PPP Port Sector Projects);
(b) Privatization or disinvestment of government owned companies in India
involving transfer of management control to a private sector entity

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

where the financial transaction involves a payment of at least Rs. 4 0

crore (Rupees forty crore) for such transfer (the Disinvestment
Projects);
(c) An infrastructure project undertaken through Public Private Partnership
(PPP) or other forms of private participation and having an estimated
capital cost of at least Rs.500 crore (Rupees Five hundred crore) (the
PPP Projects);
(d) An assignment relating to tariff-setting, tariff orders or tariff regulations but
only if the payment of professional fee to the Applicant was at least Rs. 2
lakh (Rupees two lakh) (the Regulatory Projects):
Provided that all Eligible Assignments relating to projects based on the same
Model Concession Agreement and awarded by the same public entity shall be
counted as one Eligible Assignment.
3.1.5

Other relevant assignments

Assignments undertaken by the Applicant/ Key Personnel for private sector
entities shall be considered for evaluation if: (a) the advisory/ consultancy
services relate to an infrastructure project; (b) the estimated capital cost of the
project exceeds Rs. 500 crore (Rupees Five hundred crore); and (c) the
professional fee for the assignment was at least Rs. 8 lakh (Rupees eight
lakh).

3.2

Short-listing of Applicants
All the Applicants ranked as aforesaid, shall be pre-qualified for financial
evaluation in the second stage. However, if the number of such pre- qualified
Applicants is less than 2 (two), the Authority may, in its sole discretion, pre-qualify
the Applicant(s) whose Technical Score is less than the score specified in
Clauses 3.1.1 and 3.1.2; provided that in such an event, the total number of prequalified Applicants shall not exceed 2 (two).

3.3

Evaluation of Financial Proposal

3.3.1

In the second stage, the financial evaluation will be carried out as per this Clause
3.3. Each Financial Proposal will be assigned a financial score (SF) as specified
in Clause 3.3.3.

3.3.2

For financial evaluation, the total cost indicated in the Financial Proposal,
excluding Additional Costs, will be considered. Additional Costs shall include
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RFP for Consultancy Services for TEFR of Dry Port(s)

items specified as such in Form -2 of Appendix-II.

3.3.3

The Authority will determine

whether the Financial Proposals are complete,
F
unqualified and unconditional. The cost indicated in the Financial Proposal
shall be deemed as final and reflecting the total cost of services. Omissions, if
any, in costing any item shall not entitle the Consultant to be compensated and
the liability to fulfil its obligations as per the TOR within the total quoted price shall
be that of the Consultant. The lowest Financial Proposal (FM) will be given a
financial score (SF) of 100 points. The financial scores of other proposals will be
computed as follows:
SF = 100 x FM / F
(F = amount of Financial Proposal)

3.4

Combined and Final Evaluation

3.4.1

Proposals will finally be ranked according to their combined technical (ST) and
financial (SF) scores as follows:
S = ST x TW + SF x FW
Where, TW and FW are weights assigned to Technical Proposal and Financial
Proposal that shall be 0.7 and 0.3 respectively.

3.4.2

The Selected Applicant shall be the Applicant having the highest combined
score. The second highest Applicant shall be kept in reserve and may be invited in
its discretion for negotiations in case the first-ranked Applicant withdraws, or fails
to comply with the requirements specified in Clauses 2.24, 2.28 and 2.29, as
the case may be.

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Government of Telangana

4.

RFP for Consultancy Services for TEFR of Dry Port(s)

FRAUD AND CORRUPT PRACTICES

4.1

The Applicants and their respective officers, employees, agents and advisers
shall observe the highest standard of ethics during the Selection Process.
Notwithstanding anything to the contrary contained in this RFP, the Authority
shall reject a Proposal without being liable in any manner whatsoever to the
Applicant, if it determines that the Applicant has, directly or indirectly or through
an agent, engaged in corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice (collectively the Prohibited
Practices) in the Selection Process. In such an event, the Authority shall,
without prejudice to its any other rights or remedies, forfeit and appropriate the
Performance Security, if available, as mutually agreed genuine pre-estimated
compensation and damages payable to the Authority for, inter alia, time, cost
and effort of the Authority, in regard to the RFP, including consideration and
evaluation of such Applicants Proposal.

4.2

Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and
the rights and remedies which the Authority may have under the LOA or the
Agreement, if an Applicant or Consultant, as the case may be, is found by the
Authority to have directly or indirectly or through an agent, engaged or indulged
in any corrupt practice, fraudulent practice, coercive practice, undesirable
practice or restrictive practice during the Selection Process, or after the issue
of the LOA or the execution of the Agreement, such Applicant or Consultant
shall not be eligible to participate in any tender or RFP issued by the Authority
during a period of 2 (two) years from the date such Applicant or Consultant, as
the case may be, is found by the Authority to have directly or through an agent,
engaged or indulged in any corrupt practice, fraudulent practice, coercive
practice, undesirable practice or restrictive practice, as the case may be.

4. 3

For the purposes of this Clause, the following terms shall have the meaning
hereinafter respectively assigned to them:
(a)

corrupt practice means (i) the offering, giving, receiving, or soliciting,

directly or indirectly, of anything of value to influence the action of any
person connected with the Selection Process (for avoidance of doubt,
offering of employment to or employing or engaging in any manner
whatsoever, directly or indirectly, any official of the Authority who is or
has been associated in any manner, directly or indirectly with the
Selection Process or the LOA or has dealt with matters concerning

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RFP for Consultancy Services for TEFR of Dry Port(s)

the Agreement or arising therefrom, before or after the execution

thereof, at any time prior to the expiry of one year from the date such
official resigns or retires from or otherwise ceases to be in the service
of the Authority, shall be deemed to constitute influencing the actions of
a person connected with the Selection Process; or (ii) save as provided
herein, engaging in any manner whatsoever, whether during the
Selection Process or after the issue of the LOA or after the execution
of the Agreement, as the case may be, any person in respect of any
matter relating to the Project or the LOA or the Agreement, who at any
time has been or is a legal, financial or technical consultant/ adviser of
the Authority in relation to any matter concerning the Project;
(b)

fraudulent practice means a misrepresentation or omission of

facts or disclosure of incomplete facts, in order to influence the
Selection Process;

(c)

coercive practice means impairing or harming or threatening to

impair or harm, directly or indirectly, any persons or property to
influence any persons participation or action in the Selection Process;

(d)

undesirable practice means (i) establishing contact with any person

connected with or employed or engaged by the Authority with the
objective of canvassing, lobbying or in any manner influencing or
attempting to influence the Selection Process; or (ii) having a Conflict
of Interest; and

(e)

restrictive practice means forming a cartel or arriving at any

understanding or arrangement among Applicants with the objective of
restricting or manipulating a full and fair competition in the Selection
Process.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

5.

PRE-PROPOSAL CONFERENCE

5.1

Pre-Proposal Conference of the Applicants shall be convened at the

designated date, time and place. Only those Applicants who have purchased the
RFP document or downloaded the same from the Official Website of the
Authority, shall be allowed to participate in the Pre- Proposal Conference. A
maximum of two representatives of each Applicant shall be allowed to participate
on production of an authority letter from the Applicant.

5.2

During the course of Pre-Proposal Conference, the Applicants will be free to

seek clarifications and make suggestions for consideration of the Authority. The
Authority shall endeavour to provide clarifications and such further information as
it may, in its sole discretion, consider appropriate for facilitating a fair, transparent
and competitive Selection Process.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

6.

MISCELLANEOUS

6.1

The Selection Process shall be governed by, and construed in accordance

with, the laws of India and the Courts at Telangana shall have exclusive
jurisdiction over all disputes arising under, pursuant to and/or in connection with
the Selection Process.

6.2

The Authority, in its sole discretion and without incurring any obligation or liability,
reserves the right, at any time, to:
(a)

suspend and/or cancel the Selection Process and/or amend and/or

supplement the Selection Process or modify the dates or other terms
and conditions relating thereto;

(b)

consult with any Applicant in order to receive clarification or further

information;

(c)

retain any information and/or evidence submitted to the Authority by, on

behalf of and/or in relation to any Applicant; and/or

(d)

independently verify, disqualify, reject and/or accept any and all

submissions or other information and/or evidence submitted by or on
behalf of any Applicant.

6.3

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

6.4

All documents and other information supplied by the Authority or submitted by an

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

6.5

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

39

Schedules
BLANK

40

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

SCHEDULE 1
(See Clause 1.1.3)

Request for Proposal (RFP)

For Selection of
Consultancy firms for Preparation of Techno Economic
Feasibility Report for setting up of Dry Port(s) in the State of
Telangana
TERMS OF REFERENCE (TOR)

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

Terms o f R e f e r e n c e ( TOR)
1.

GENERAL

1.1

The Authority seeks the services of a qualified Consulting firm for acting as a
Adviser for undertaking feasibility study, appraising the Project, developing
a revenue model and structure the project implementation (collectively the
Consultancy). The Terms of Reference (the TOR) and the scope of the
Consultancy for this assignment are specified below.

1.2

The Consultant shall also participate in the pre-bid conferences with the
Bidders of the Project and assist the Authority in clarifying the financial
aspects arising from the Bid Documents.

1.6

The Consultant shall make available the Team Leader cum Financial Expert
and other Key Personnel to attend and participate in meetings, conferences
and discussions with the Authority and shall otherwise advise on and assist
the Authority in the diverse commercial issues that may arise from time to
time.

2.

OBJECTIVE

BLANK

The objective of this Consultancy (the Objective) is to procure site

suitability and financial viability related advice, develop a revenue model,
undertake a financial appraisal and project implementation plan/ structure
which ensures:
(a) Shortlisting of the best suitable site for development of the
proposed dry ports at two locations
(b) Optimising the revenue potential of the Projects
(c) Suggesting most suitable implementation model for the projects
3.

SCOPE OF SERVICES

3.1

The scope of services shall include:

i.
ii.

iii.
iv.

Analysis of Concept of Dry Port;

Identify and shortlist one (1) or a maximum of two (2) suitable
locations in the state of Telangana for establishment of Dry Port(s)
and the required common infrastructure for the dry port;
Conduct a broad location appraisal and catchment analysis;
Assess the overall competitive profile in the segment;
42

Government of Telangana

v.
vi.
vii.

viii.
ix.
x.
xi.
xii.

xiii.

RFP for Consultancy Services for TEFR of Dry Port(s)

Analyse the opportunities and concerns by way of assessing

market responsiveness; and
Benchmark the location with respect to similar successful projects
in India.
The feasibility of the Dry Port(s) is to be undertaken in detail
including analysis of data regarding the goods expected to be
exported and imported through the proposed Dry Port(s), their
volumes per annum in terms of number of containers of various
sizes, tonnage weight, and their monetary value.
Forecast international trade cargo traffic flows for 15/20/25 years
via Telangana;
Suggest project scoping and prepare a broad layout plan and
block cost estimate for the dry port(s);
Suggest feasible access road and rail alignments for suitable
connectivity to port;
Carry out economic and financial analysis for the Project
The study should also involve analysis of the transport
infrastructure and determination of the transaction costs which will
be involved for import and export of goods and the commercial
viability of the Dry Port(s)
Suggest suitable implementation model and structure for
development of the proposed projects

In making its projections, recommendations and Reports, the Consultant

shall identify the underlying assumptions and reach an agreement with the
Authority in relation thereto. The services to be rendered by the financial
consultants are briefly explained hereunder:
3.2

Rendering a d vi so r y ser vi ce s
The Consultant shall provide such other advice and assistance as may
be necessary and incidental to the Services and as may be requested by
the Authority in respect of the Project, including but not limited to attending
meetings, conferences and discussions with the Authority, and shall
otherwise advise on and assist the Authority in the diverse commercial
issues that may arise from time to time. The Consultant shall be responsible
primarily for providing advice relating to financial issues arising from or during
the course of the bidding process and the documents relating thereto.

3.3

Tax and insurance-related Matters

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RFP for Consultancy Services for TEFR of Dry Port(s)

During the course of the Consultancy, the Consultant may be called upon
to advise on tax and / or insurance related issues affecting the Project.
4.

DELIVERABLES
In pursuance of this TOR, the Consultant shall undertake/deliver the
following deliverables (the Deliverables) during the course of this
Consultancy. Each deliverable shall include an executive summary,
analyses, assumptions, results of computations, tables, charts,
recommendations, and such other contents that generally comprise
deliverables for similar consultancy work by way of best practices. 10
hard copies and 3 soft copies of all the Reports mentioned herein below
shall be submitted to the Authority. The deliverables shall include:
A.

Preliminary Site Visit cum Inception Report

Within 2 weeks upon commencement of the Consultancy, the
Consultant shall prepare and submit the Inception Report).

B.

Draft Feasibility Report (including traffic/demand studies, project

scoping and broad layout plan and block cost estimate)
Within 6 weeks upon commencement of the Consultancy, the
Consultant shall prepare and submit the Draft Feasibility Report).

C.

Final Feasibility Report (including economic and financial analysis

and implementation model)
Within 8 weeks upon commencement of the Consultancy, the
Consultant shall prepare and submit the Final Feasibility Report).

5.

TIME AND PAYMENT SCHEDULE

5.1

Subject to the provisions of Clause 10.1 of the TOR, the total duration for
the assignment shall be 8 weeks, excluding the time taken by the Authority in
providing the requisite documents or in conveying its comments and approval
on the Draft Reports. The Consultant shall deploy the Key Personnel as per
the deployment of Personnel proposed. The period for completing the
Deliverables specified under Clauses 4A, 4B, 4C shall be 8weeks.

5.2

The schedule for completing the Deliverables shall be determined by the

maximum number of days/ weeks from the Effective Date of the

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RFP for Consultancy Services for TEFR of Dry Port(s)

Agreement (the Key Dates or KD). Time schedule for important

Deliverables of the Consultancy and the payment schedule linked to the
specified Deliverables are given below:
Key
Date No.

Description of Deliverables

Week No. Payment

KD1

Submission of Inception Report

20%

KD 2

Submission of Draft Feasibility Report

50%

KD3

Submission of Final Feasibility Report

30%

100

Total

5.3

Payment for the Services shall be based on the percentage specified in Clause
5.2. Reimbursement of expenses relating to travel for participating in meetings
and shall be made in accordance with the provisions of the Financial Proposal
contained in Form2 of Appendix-II of the RFP. Bills for such reimbursement
may be submitted on a monthly basis.

5.4

Payment shall be made in respect of each Deliverable upon completion

thereof.

6.

MEETINGS

6.1

The Authority may review with the Consultant, any or all of the documents
and advice forming part of the Consultancy, in meetings and conferences
which will be held in Telangana at the Authoritys office. Further, the
Consultant may be required to attend meetings and conferences with prequalified bidders / the Selected Bidder / Govt. agencies or as directed by the
Authority from time to time. The expenses towards attending such meetings in
places other than Telangana, during the period of Consultancy, including
travel costs shall be reimbursed in accordance with the Financial Proposal
contained in Form-2 of Appendix-II of the RFP.

6.2

The Authority may, in its discretion, require the Consultant to participate in

extended meetings and/ or work from the offices of the Authority and the
Consultant shall, on a best endeavour basis and without unreasonable delay,
provide such services at the offices of the Authority.

7.

CONSULTANCY TEAM

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Government of Telangana

7.1

RFP for Consultancy Services for TEFR of Dry Port(s)

The Consultant shall form a team (the Consultancy Team) for undertaking
this assignment. The Consultancy Team shall consist of experts who have
the requisite qualifications and experience. Team Leader cum Financial
Expert shall be the leader of the Consultancy Team. The following Key
Personnel whose experience and responsibilities are briefly described herein
would be considered for evaluation of the Technical Proposal. Other
expertise as required for the services to be rendered by the Consultant
shall be included in the Team either through the Key Personnel specified
below or through other Professional Personnel, as necessary.
Team Leader-cum- Financial Expert
Educational
Qualifications
Essential
Experience

Job
responsibilities

MBA (Finance) / CA/ CFA or equivalent

15 years of professional experience. He should have
led the Consultancy team in Feasibility Study or
preparation of Revenue Model and/or Project Structuring
for at least 2 (two) Eligible Assignments
He will lead, co-ordinate and supervise the Consultancy
Team for delivering the Consultancy in a timely manner
as envisaged in this RFP. He will be responsible for
financial analysis, modeling and project structuring.

Port Expert/ Traffic cum Market Analyst

Educational
Qualifications
Essential
Experience
Job responsibilities

Masters in Planning/ MBA or relevant field with

Bachelors Degree in Civil engineering Engineering or
relevant discipline
8 years of professional experience. He should have
worked as a port expert/traffic/ market analyst for at
least two eligible assignments.
He will be responsible for He will be responsible for
assessment of site suitability in terms of rail and port
connectivity, assessment of traffic forecast for the
proposed Dry Ports on the basis of the traffic survey,
future trends in commodities, global and national
economic scenario etc. He will suggest/justify the
requirement of the dry port facilities.

Infrastructure Planning Expert

Educational
Qualifications

Masters in Urban Planning or relevant field with

Bachelors in Architecture

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Government of Telangana

Essential
Experience

Job
responsibilities

RFP for Consultancy Services for TEFR of Dry Port(s)

10 years of professional experience. He should have

been involved in preparation of conceptual layout
designs and block cost estimates for atleast two eligible
assignments
He will be responsible for preparation of broad layout
design based on typical design standards and
specifications and preparation of broad cost estimates

7.2

The Consultant shall mobilise and demobilise its Professional Personnel and
Support Personnel as required.

8.

REPORTING

8.1

The Consultant will work closely with the Authority and its technical and legal
consultants. A designated Project Director of the Authority will be responsible
for the overall coordination and project development. He will play a
coordinating role in dissemination of the Consultants outputs, facilitating
discussions, and ensuring required reactions and responses to the
Consultant.

8.2

The Consultant may prepare Issue Papers highlighting issues that could
become critical for the timely implementation of the Project and that require
attention from the Authority.

8.3

Regular communication with the Project Director is required in addition to all

key communications. This may take the form of telephone/ teleconferencing,
emails, faxes, and occasional meetings.

8.4

The Deliverables will be submitted as per schedule provided in this RFP.

9.

DOCUMENTS TO BE MADE AVAILABLE BY THE AUTHORITY

The Authority shall provide to the Consultant the relevant data/ information/
support required to complete the study.

10.

COMPLETION OF SERVICES

10.1

All the Deliverables shall be compiled, classified and submitted by the

Consultant to the Authority in soft form, to the extent possible. 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
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of the Authority. The Consultancy shall stand completed on acceptance by

the Authority of all the Deliverables of the Consultant. Unless completed
earlier, 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 Consultancy shall in
any case be deemed to be completed upon expiry of 8 (Eight) weeks from
the Effective Date, unless extended by mutual consent of the Authority and
the Financial Consultant.

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SCHEDULE-2
(See Clause 2.1.3)

AGREEMENT
FOR
CONSULTANCY SERVICES FOR
PREPARATION OF TECHNO ECONOMIC
FEASIBILITY REPORT FOR SETTING UP
DRY PORT(S) IN THE STATE OF
TELANGANA

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Contents
1.

General
1.1 Definitions and Interpretation
1.2 Relation between the Parties
1.3 Rights and obligations
1.4 Governing law and jurisdiction
1.5 Language
1.6 Table of contents and headings
1.7 Notices
1.8 Location
1.9 Authority of Member-in-charge
1.10 Authorised representatives
1.11 Taxes and duties

2.

Commencement, Completion and Termination of Agreement

2.1 Effectiveness of Agreement
2.2 Commencement of Services
2.3 Termination of Agreement for failure to commence Services
2.4 Expiration of Agreement
2.5 Entire Agreement
2.6 Modification of Agreement
2.7 Force Majeure
2.8 Suspension of Agreement
2.9 Termination of Agreement

3.

Obligations of the Consultant

3.1 General
3.2 Conflict of Interest
3.3 Confidentiality
3.4 Liability of the Consultant
3.5 Accounting, inspection and auditing
3.6 Consultants actions requiring the Authoritys prior approval
3.7 Reporting obligations
3.8 Documents prepared by the Consultant to be the property of the
Authority
3.9 Materials furnished by the Authority
3.10 Providing access to the Project Office and Personnel
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4.

RFP for Consultancy Services for TEFR of Dry Port(s)

3.11 Accuracy of Documents

Consultants Personnel and Sub-Consultant
4.1 General
4.2 Deployment of Personnel
4.3 Approval of Personnel
4.4 Substitution of Key Personnel
4.5 Working hours, overtime, leave etc
4.6 Team Leader cum Financial Expert
4.7 Sub-Consultants

5.

Obligations of the Authority

5.1 Assistance in clearances etc.
5.2 Access to land and property
5.3 Change in Applicable Law
5.3 Payment

6.

Payment to the Consultant

6.1 Cost estimates and Agreement Value
6.2 Currency of payment
6.3 Mode of billing and payment

7.

Liquidated damages and penalty

7.1 Performance Security
7.2 Liquidated Damages
7.3 Penalty for deficiency in services

8.

Fairness and Good Faith

8.1 Good Faith
8.2 Operation of the Agreement

9.

Settlement of Disputes
9.1 Amicable settlement
9.2 Dispute resolution
9.3 Conciliation
9.4 Arbitration
ANNEXES
Annex 1: Terms of Reference
Annex 2: Deployment of Key Personnel

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Annex 3:

Approved Sub-consultant (s)

Annex 4:
Annex 5:
Annex 6:

Cost of Services
Payment Schedule
Bank Guarantee for Performance Security

BLANK

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RFP for Consultancy Services for TEFR of Dry Port(s)

AGREEMENT
Consultancy Services For Preparation of Techno Economic
Feasibility Report for Setting up Dry Port(s) in the State of
Telangana
PROJECT
AGREEMENT No.
This AGREEMENT (hereinafter called the Agreement) is made on the day of
the month of 2***, between, on the one hand, the XXXX, Government of
Telangana
acting through the Board of Trustees (hereinafter called the Authority which
expression shall include their respective successors and permitted assigns, unless the
context otherwise requires) and, on the other hand,
(hereinafter called the Consultant which expression shall include their respective
successors and permitted assigns).
WHEREAS
(A)

The Authority vide its Request for Proposal for appointment of Consultancy Firms
(herein- after called the Consultancy) for Preparation of Techno Economic
Feasibility Report for Setting up Dry Port(s) in the State of Telangana
(hereinafter called the Project);

(B)

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 as set forth in the RFP and
this Agreement; and

(C)

the Authority, on acceptance of the aforesaid proposals of the Consultant,

awarded the Consultancy to the Consultant vide its Letter of Award dated
. (the LOA); and

(D)

in pursuance of the LOA, the parties have agreed to enter into this Agreement.

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

1.

GENERAL
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RFP for Consultancy Services for TEFR of Dry Port(s)

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)

Agreement means this Agreement, together with all the Annexes;

(b)

Agreement Value shall have the meaning set forth in Clause 6.1.2;

(c)

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;

(d)

Confidential Information shall have the meaning set forth in Clause

3.3;

(e)

Conflict of Interest shall have the meaning set forth in Clause 3.2
read with the provisions of RFP;

(f)

Dispute shall have the meaning set forth in Clause 9.2.1;

(g)

Effective Date means the date on which this Agreement comes into
force and effect pursuant to Clause 2.1;

(h)

Expatriate Personnel means such persons who at the time of being

so hired had their domicile outside India;

(i)

Government means the Government of India;

(j)

INR, Re. or Rs. means Indian Rupees;

(k)

Member, in case the Consultant consists of a consortium of more

than one entity, means any of these entities, and Members means all
of these entities;

(l)

Party means the Authority or the Consultant, as the case may be, and
Parties means both of them;

(m) Personnel means persons hired by the Consultant or by any SubConsultant as employees or retainers and assigned to the performance
of the Services or any part thereof;
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RFP for Consultancy Services for TEFR of Dry Port(s)

(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 Consultants 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

Government, the Authority, the Consultant or a Sub-Consultant.

the

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

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 contra- diction 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

Relation between the Parties

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

1.3

Rights and obligations

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RFP for Consultancy Services for TEFR of Dry Port(s)

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)
1.4

the Authority shall make payments to the Consultant in accordance with

the provisions of the Agreement.

Governing law and jurisdiction

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

1.5

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

1.6

Table of contents and headings

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

1.7

Notices
Any notice or other communication to be given by any Party to the other Party
under or in connection with the matters contemplated by this Agreement shall be
in writing and shall:
(a)

in the case of the Consultant, be given by facsimile or e-mail and by

letter delivered by hand to the address given and marked for
attention of the Consultants 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;

(b)

in the case of the Authority, be given by facsimile or e-mail and by letter

delivered by hand and be addressed to the Authority with a copy
delivered to the Authority Representative set out below in Clause 1.10
or to such other person as the Authority may from time to time
designate by notice to the Consultant; provided that if the Consultant
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RFP for Consultancy Services for TEFR of Dry Port(s)

does not have an office in Telangana it may send such notice by

facsimile or e-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 facsimile or
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 Team Leader cum Financial Expert or other
key personnel to spend time as required at the offices of the Authority or as
directed by the Authority from time to time 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 Consultants rights and obligations towards the Authority under
this Agreement, including without limitation the receiving of instructions and
payments from the Authority.

1.10

Authorised 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
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RFP for Consultancy Services for TEFR of Dry Port(s)

Representative shall be:

Mr K Venu Madhav
C/O VC & MD, Telangana State Industrial Infrastructure Corporation (TSIIC),
6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh
Hyderabad 500 004, Telangana, India
Phone: (040) 23237591
Mobile: (91) 9959666303
Email: [email protected]
1.10.3

The Consultant may designate one of its employees as Consultants

Representative. Unless otherwise notified, the Consultants Representative shall
be:
***************
***************
Tel: ***************
Mobile: **************
Fax: ***************
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 may be lawfully imposed on it.

2.

COMMENCEMENT,
AGREEMENT

COMPLETION

2.1

Effectiveness o f Agreement

AND

TERMINATION

OF

This Agreement shall come into force and effect on the date of this Agreement
(the Effective Date).
2.2

Commencement o f S e r vi c e s
The Consultant shall commence the Services within a period of 7 (seven) days
from the Effective Date, unless otherwise agreed by the Parties.

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Government of Telangana

2.3

RFP for Consultancy Services for TEFR of Dry Port(s)

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

Expiration of Agreement
Unless terminated earlier pursuant to Clauses 2.3 or 2.9 hereof, this Agreement
shall, unless extended by the Parties by mutual consent, expire upon 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 18 months from the Effective Date. Upon
Termination, the Authority shall make payments of all amounts due to the
Consultant hereunder.

2.5

Entire A g r e e m e n t

2.5.1

This Agreement and the Annexes together constitute a complete and

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

2.5.2

Without prejudice to the generality of the provisions of Clause 2.5.1, on matters

not covered by this Agreement, the provisions of RFP shall apply.

2.6

Modification of Agreement
Modification of the terms and conditions of this Agreement, including any
modification of the scope of the Services, may only be made by written
agreement between the Parties. However, each Party shall give due
consideration to any proposals for modification made by the other Party.

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2.7

Force Majeure

2.7.1

Definition

2.7.2

RFP for Consultancy Services for TEFR of Dry Port(s)

(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
Partys 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 Partys SubConsultant or agents or employees, nor (ii) any event which a diligent
Party could reasonably have been expected to both (A) take into
account at the time of the conclusion of this Agreement, and (B)
avoid or overcome in the carrying out of its obligations hereunder.

(c)

Force Majeure shall not include insufficiency of funds or failure to

make any payment required hereunder.

No breach of Agreement
The failure of a Party to fulfill any of its obligations hereunder shall not be
considered to be a breach of, or default under, this 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.

2.7.3

Measures to be taken
(a)

A Party affected by an event of Force Majeure shall take all reasonable

measures to remove such Partys inability to fulfill its obligations
hereunder with a minimum of delay.

(b)

A Party affected by an event of Force Majeure shall notify the other

Party of such event as soon as possible, and in any event not later than

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RFP for Consultancy Services for TEFR of Dry Port(s)

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)

2.7.4

The Parties shall take all reasonable measures to minimise the

consequences of any event of Force Majeure.

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

2.7.5

Payments
During the period of its inability to perform the Services as a result of an event
of Force Majeure, the Consultant shall be entitled to be reimbursed for additional
costs reasonably and necessarily incurred by it during such period for the
purposes of the Services and in reactivating the Services after the end of such
period.

2.7.6

Consultation
Not later than 30 (thirty) days after the Consultant has, as the result of an
event of Force Majeure, become unable to perform a material portion of the
Services, the Parties shall consult with each other with a view to agreeing on
appropriate measures to be taken in the circumstances.

2.8

Suspension o f 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.

2.9

Termination of Agreement

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2.9.1

RFP for Consultancy Services for TEFR of Dry Port(s)

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:

2.9.2

(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;

(b)

the Consultant becomes insolvent or bankrupt or enters into any

agreement with its creditors for relief of debt or take advantage of any
law for the benefit of debtors or goes into liquidation or receivership
whether compulsory or voluntary;

(c)

the Consultant fails to comply with any final decision reached as a

result of arbitration proceedings pursuant to Clause 9 hereof;

(d)

the Consultant submits to the Authority a statement which has a

material effect on the rights, obligations or interests of the Authority and
which the Consultant knows to be false;

(e)

any document, information, data or statement submitted by the

Consultant in its Proposals, based on which the Consultant was
considered eligible or successful, is found to be false, incorrect or
misleading;

(f)

as the result of Force Majeure, the Consultant is unable to perform a

material portion of the Services for a period of not less than 60 (sixty)
days; or

(g)

the Authority, in its sole discretion and for any reason whatsoever,
decides to terminate this Agreement.

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
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
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RFP for Consultancy Services for TEFR of Dry Port(s)

within 45 (forty five) days after receiving written notice from the
Consultant that such payment is overdue;

2.9.3

(b)

the Authority is in material breach of its obligations pursuant

to this Agreement and has not remedied the same within 45 (fortyfive) days (or such longer period as the Consultant may have
subsequently granted in writing) following the receipt by the
Authority of the Consultants 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

(d)

the Authority fails to comply with any final decision reached as a

result of arbitration pursuant to Clause 9 hereof.

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 Consultants obligation to permit
inspection, copying and auditing of such of its accounts and records set forth in
Clause 3.5, as relate to the Consultants Services provided under this
Agreement, and (iv) any right or remedy which a Party may have under this
Agreement or the Applicable Laws.

2.9.4

Cessation of Services
Upon termination of this Agreement by notice of either Party to the other pursuant
to Clauses 2.9.1 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.

2.9.5

Payment upon Termination

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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 may be due from the Consultant to the
Authority):

2.9.6

(i)

remuneration pursuant to Clause 6 hereof for Services satisfactorily

performed prior to the date of termination;

(ii)

reimbursable expenditures pursuant to Clause 6 hereof for expenditures

actually incurred prior to the date of termination; and

(iii)

except in the case of termination pursuant to Sub-clauses (a)

through (e) 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 Consultants personnel.

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 adviser to the Authority, and shall at all times support and
safeguard the Authoritys legitimate interests in any dealings with Sub-consultants
or Third Parties.

3.1.2

Terms of Reference
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The scope of Services to be performed by the Consultant is specified in the

Terms of Reference (the TOR) at Annex-1 of this Agreement. The
Consultant shall provide the Deliverables specified therein in conformity with
the time schedule stated therein.
3.1.3

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

3.2

Conflict of Interest

3.2.1

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

3.2.2

Consultant and Affiliates not to be otherwise interested in the Project

The Consultant agrees that, during the term of this Agreement and after its
termination, the Consultant or any Associate thereof, as well as any SubConsultant 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

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which would conflict with the activities assigned to them under this
Agreement;

3.2.4

(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.

Consultant not to benefit from commissions, discounts, etc.

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

3.2.5

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

3.2.6

Without prejudice to the rights of the Authority under Clause 3.2.5 above and the
other rights and remedies which the Authority may have under this Agreement, if
the Consultant is found by the Authority to have directly or indirectly or through an
agent, engaged or indulged in any Prohibited Practices, during the Selection

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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.
3.2.7

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

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

directly or indirectly, of anything of value to influence the actions of any
person connected with the Selection Process (for removal of doubt,
offering of employment or employing or engaging in any manner
whatsoever, directly or indirectly, any official of the Authority who is or has
been associated in any manner, directly or indirectly with Selection
Process or LOA or dealing with matters concerning the Agreement before
or after the execution thereof, at any time prior to the expiry of one year
from the date such official resigns or retires from or otherwise ceases to be
in the service of the Authority, shall be deemed to constitute influencing
the actions of a person connected with the Selection Process); or (ii)
engaging in any manner whatsoever, whether during the Selection
Process or after the issue of LOA or after the execution of the
Agreement, as the case may be, any person in respect of any matter
relating to the Project or the LOA or the Agreement, who at any time has
been or is a legal, financial or technical adviser the Authority in relation to
any matter concerning the Project;

(b)

fraudulent practice means a misrepresentation or omission of facts

or suppression of facts or disclosure of incomplete facts, in order to
influence the Selection Process;

(c)

coercive practice means impairing or harming, or threatening to impair

or harm, directly or indirectly, any person or property to influence any
persons participation or action in the Selection Process or the exercise of
its rights or performance of its obligations by the Au- thority 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
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(e)

3.3

RFP for Consultancy Services for TEFR of Dry Port(s)

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.

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 Authoritys employees, officers or
other professionals or suppliers, customers, or contractors of the Authority;
and any other information which the Consultant is under an obligation to
keep confidential in relation to the Project, the Services or this Agreement
(Confidential Information), without the prior written consent of the
Authority.
Notwithstanding the aforesaid, the Consultant, its Sub-Consultants and the
Personnel of either of them may disclose Confidential Information to the extent
that such Confidential Information:
(i)

was in the public domain prior to its delivery to the Consultant, its SubConsultants and the Personnel of either of them or becomes a part of
the public knowledge from a source other than the Consultant, its SubConsultants and the Personnel of either of them;

(ii)

was obtained from a third party with no known duty to maintain its
confidentiality;

(iii)

is required to be disclosed by Applicable Laws or judicial or

administrative or arbitral process or by any governmental
instrumentalities, provided that for any such disclosure, the
Consultant, its Sub-Consultants and the Personnel of either of them
shall give the Authority, prompt written notice, and use
reasonable efforts to ensure that such disclosure is accorded
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confidential treatment; and

(iv)

is provided to the professional advisers, agents, auditors or

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

3.4

Liability of the Consultant

3.4.1

The Consultants 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 Authoritys property, shall not be liable to the Authority:
(i)

for any indirect or consequential loss or damage; and

(ii)

for any direct loss or damage that exceeds (a) the Agreement Value
set forth in Clause 6.1.2 of this Agreement, or (b) the proceeds the
Consultant may be entitled to receive from any insurance maintained by
the Consultant to cover such a liability, whichever of (a) or (b) is higher.

3.4.4

This limitation of liability specified in Clause 3.4.3 shall not affect the Consultants
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

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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 detail as
will clearly identify all relevant time charges and cost, and the basis
thereof (including the basis of the Consultants costs and charges);
and
(b)

3.6

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.

Consultants actions requiring the Authoritys prior approval

The Consultant shall obtain the Authoritys prior approval in writing before taking
any of the following actions:
(a)

Appointing such members of the professional personnel as are not

listed in Annex2;

(b)

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.

3.8

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 Consultant.

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3.8.2

The Consultant shall, not later than termination or expiration of this Agreement,
deliver all Consultancy Documents to the Authority, together with a detailed
inventory thereof. The Consultant may retain a copy of such Consultancy
Documents. The Consultant, 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 unauthorised 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

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 resurvey / investigations.

4.

CONSULTANTS PERSONNEL AND SUB-CONSULTANTS

4.1

General
The Consultant shall employ and provide such qualified and experienced
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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 Consultants Key
Personnel required in carrying out the Services are described in Annex-2 of this
Agreement.

4.3

Approval of Personnel

4.3.1

The Key Personnel listed in Annex-2 of the Agreement are hereby approved by
the Authority. No other Key Personnel shall be engaged without prior approval of
the Authority.

4.3.2

If the Consultant hereafter proposes to engage any person as Professional

Personnel, it shall submit to the Authority its proposal along with a CV of such
person in the form provided at AppendixI (Form-11) 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 Authoritys 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 two Key
Personnel subject to equally or better qualified and experienced personnel
being provided to the satisfaction of the Authority. Without prejudice to the
foregoing, substitution of the Team Leader cum Financial Expert shall be
permitted only upon reduction of remuneration equal to 20% (twenty per cent) of
the total value of the Agreement.
The Consultant should specifically note that substitution of the Team Leader
cum Financial Expert will not normally be considered during the implementation
of the Agreement and may lead to disqualification of the Applicant or
termination of the Agreement. The Team Leader cum Financial Expert must
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commit the time required for and be available for delivering the Consultancy in
accordance with the terms specified herein.
4.5

Team Leader
The person designated as the Team Leader cum Financial Expert of the
Consultants Personnel shall be responsible for the coordinated, timely and
efficient functioning of the Consultancy Team.

4.6

Sub-Consultants
Sub-Consultants listed in Annex-4 of this Agreement are hereby approved by the
Authority. 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 Consult- ant under this Clause 4.

5.

OBLIGATIONS OF THE AUTHORITY

5.1

Assistance i n cl earan ces et c.

Unless otherwise specified in the Agreement, the Authority shall make best
efforts to ensure that the Government shall:

5.2

(a)

provide the Consultant, its Sub-Consultants and Personnel with work

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

(b)

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.

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
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Services, and (ii) the additional payments, if any, to be made to the Consult- ant
as a result thereof pursuant to Clause 6.1.3.
5.3

Changes in Applicable Law

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.

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
Annex-5 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 Rs. . (Rs. .).

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 as per 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 Annex-6 of this Agreement, and Clauses 4, 5.2, 5.3, 5.4,
5.5, 5.6, 5.7 and 10 of the TOR, and as specified in Annex-5 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; and
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(ii)

RFP for Consultancy Services for TEFR of Dry Port(s)

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.

(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 in

excess of the amounts actually payable in accordance with the
provisions of this Agreement shall be reimbursed by the Consultant to
the Authority within 30 (thirty) days after receipt by the Consultant of
notice thereof. Any such claim by the Authority for reimbursement must be
made within 1 (one) year after receipt by the Authority of a final report in
accordance with Clause 6.3 (c). Any delay by the Consultant in
reimbursement by the due date shall attract simple interest @ 10%
(ten per cent) per annum.

(e)

All payments under this Agreement shall be made to the account of the
Consultant as may be notified to the Authority by the Consultant.

7.

LIQUIDATED DAMAGES AND PENALTIES

7.1

Performance Security

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7.1.1

For the purposes of this Agreement, performance security shall be deemed to be

an amount equal to 10% (ten per cent) of the Agreement Value (the
Performance Security); pro- vided that the Consultant shall not be required
to provide Performance Security in the form of a bank guarantee or cash
deposit.

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, 10% (ten per cent) 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 7.2.
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, as if it is appropriating the Performance Security in
accordance with the provisions of this Agreement.

7.1.3

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

7.1.1 above, furnish a Bank Guarantee substantially in the form specified at
Annex-7 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 per cent) of the Agreement Value per day,
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subject to a maximum of 10% (ten per cent) 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 as per policy of the
Authority.

8.

FAIRNESS AND GOOD FAITH

8.1

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

8.2

Operation of the Agreement

The Parties recognise 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

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in accordance with Clause 9 hereof.

9.

SETTLEMENT OF DISPUTES

9.1

Amicable s e t t l e m e n t
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 r eso luti on

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 in- stance, be attempted to be resolved
amicably in accordance with the conciliation procedure set forth in Clause 9.3.

9.2.2

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

9.3

Conciliation
In the event of any Dispute between the Parties, either Party may call
upon The XXXX, Government of Telangana 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 the 10 (ten) day period or the Dispute is not amicably settled
within 15 (fifteen) days of the meeting or the Dispute is not resolved as
evidenced by the signing of written terms of settlement within 30 (thirty)
days of the notice in writing referred to in Clause 9.2.1 or such longer
period as may be mutually agreed by the Parties, either Party may refer
the Dispute to arbitration in accordance with the pro- visions of Clause 9.4.

9.4

Arbitration

9.4.1

Any Dispute which is not resolved amicably by conciliation, as provided in

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Clause 9.3, shall be finally decided by reference to arbitration by an Arbitral

Tribunal appointed in accordance with Clause 9.4.2. Such arbitration shall
be held in accordance with the Rules of Arbitration of the International
Centre for Alternative Dispute Resolution, New Delhi (the Rules), or such
other rules as may be mutually agreed by the Parties, and shall be subject to
the provisions of the Arbitration and Conciliation Act,1996. The venue of such
arbitration shall be Telangana and the language of arbitration proceedings
shall be English.
9.4.2

There shall be a sole arbitrator whose appointment shall be made in

accordance with the Rules.

9.4.3

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

9.4.4

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

9.4.5

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

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

signed in their respective names as of the day and year first above written.
SIGNED, SEALED AND DELIVERED
DELIVERED For and on behalf of
Consultant:

SIGNED, SEALED AND

For and on behalf of
Authority

(Signature)
(Name)
(Designation)

(Signature)
(Name)
(Designatio
(Address)
(Fax No.)

n) (Address)
(Fax No.)
In the presence of:
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1.

2.

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Annex-1
Terms of Reference
(Refer Clause 3.1.2)
(Reproduce Schedule-1 of RFP)

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Annex-2
Deployment of Key Personnel
(Refer Clause 4.2)
(Reproduce as per Form-6 of Appendix-I)

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Annex-3
Approved Sub-Consultant(s)
(Refer Clause 4.7)
(Reproduce as per Form-12 of Appendix-I)

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Annex-4
Cost of Services
(Refer Clause 6.1)
(Reproduce as per Form-2 of Appendix-II)

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Annex-5
Payment Schedule
(Refer Clause 6.3)
Key
Date
No.
KD1

Description of Deliverables
Submission of Inception Report

20%

KD 2

Submission of Draft Feasibility Report

50%

KD3

Submission of Final Feasibility Report

30%

100

Total

85

Week No. Paymen

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RFP for Consultancy Services for TEFR of Dry Port(s)

Annex- 6
Bank Guarantee for Performance Security
(Refer Clause 7.1.3)

To
VC & MD, TSIIC,
6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh
Hyderabad 500 004, Telangana, India
Phone: (040) 23237591 Mobile: (91) 9959666303
In consideration of XXX, Government of Telangana acting on behalf of the Board of
trustees (hereinafter referred as the Authority, which expression shall, unless repugnant
to the context or meaning thereof, include its successors, administrators and assigns) having
awarded to M/s .., 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
Authoritys Agreement no. . dated .. valued at Rs.
.. (Rupees ..), (hereinafter referred to as the
Agreement) consultancy services for Preparation of Techno Economic Feasibility
Report for Setting up Dry Ports in the State of Telangana, 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
Consult- ant 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.
2.
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 Consultants 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 ..).

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3.
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 under this present being absolute and unequivocal. The payment so
made by us under this bond shall be a valid discharge of our liability for payment
thereunder and the Consultant shall have no claim against us for making such payment.
4.
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 taken 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.
5.
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.
6.
This Guarantee will not be discharged due to the change in the constitution of the
Bank or the Consultant(s).
7.
We, .. (indicate the name of Bank) lastly undertake not to revoke
this Guar- antee during its currency except with the previous consent of the Authority in
writing.
8.
For the avoidance of doubt, the Banks liability under this Guarantee shall be
restricted to Rs. *** (Rupees *****) only. The Bank shall be liable to pay the said amount

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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 date falling 42 weeks
after the Bid Due Date specified in the RFP for the Project).

Dated, the . day of . 20

For ..............................................................
(Name of Bank)
(Signature, name and designation of the authorised
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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SCHEDULE-3
(See Clause 2.3.3)
Guidance Note on Conflict of Interest
1.

This Note further explains and illustrates the provisions of Clause 2.3 of the
RFP and shall be read together therewith in dealing with specific cases.

2.

Consultants should be deemed to be in a conflict of interest situation if it can

be reasonably concluded that their position in a business or their personal
interest could improperly influence their judgment in the exercise of their
duties. The process for selection of consultants should avoid both actual
and perceived conflict of interest.

3.

Conflict of interest may arise between the Authority and a consultant or

between consultants and present or future concessionaries/ contractors.
Some of the situations that would involve conflict of interest are identified
below:
(a)

(b)

Authority and consultants:

(i)

Potential consultant should not be privy to information from the

Authority which is not available to others.

(ii)

Potential consultant should not have defined the project

when earlier working for the Authority.

(iii)

Potential consultant should not have recently worked for the

Authority overseeing the project.

Consultants and concessionaires/contractors:

(i)

No consultant should have an ownership interest or a

continuing business interest or an on-going relationship
with a potential concessionaire/ contractor save and except
relationships restricted to project-specific and short-term
assignments.

(ii)

No consultant should be involved in owning or operating entities

resulting from the project.

(iii)

No consultant should bid for works arising from the project.

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The participation of companies that may be involved as investors or

consumers and officials of the Authority who have current or recent
connections to the companies involved, there- fore, needs to be avoided.
4.

The normal way to identify conflicts of interest is through self-declaration by

consultants. Where a conflict exists, which has not been declared,
competing companies are likely to bring this to the notice of the Authority.
All conflicts must be declared as and when the consultants become aware
of them.

5.

Another approach towards avoiding a conflict of interest is through the

use of Chinese walls to avoid the flow of commercially sensitive information
from one part of the consultants company to another. This could help
overcome the problem of availability of limited numbers of experts for the
project. However, in reality effective operation of Chinese walls may be a
difficult proposition. As a general rule, larger companies will be more capable
of adopting Chinese walls approach than smaller companies. Although,
Chinese walls have been relatively common for many years, they are an
increasingly discredited means of avoiding conflicts of interest and should be
considered with caution. As a rule, Chinese walls should be considered as
unacceptable and may be accepted only in exceptional cases upon full
disclosure by a consultant coupled with provision of safeguards to the
satisfaction of the Authority.

6.

Another way to avoid conflicts of interest is through the appropriate

grouping of tasks. For example, conflicts may arise if consultants drawing
up the terms of reference or the pro- posed documentation are also eligible
for the consequent assignment or project.

7.

Another form of conflict of interest called scopecreep arises when

consultants advocate either an unnecessary broadening of the terms of
reference or make recommendations which are not in the best interests of
the Authority but which will generate further work for the consultants.
Some forms of contractual arrangements are more likely to lead to scopecreep. For example, lump-sum contracts provide fewer incentives for this,
while time and material contracts provide built in incentives for consultants to
extend the length of their assignment.

8.

Every project contains potential conflicts of interest. Consultants should not

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only avoid any conflict of interest, they should report any present/ potential
conflict of interest to the Authority at the earliest. Officials of the Authority
involved in development of a project shall be responsible for identifying and
resolving any conflicts of interest. It should be ensured that safeguards are
in place to preserve fair and open competition and measures should be
taken to eliminate any conflict of interest arising at any stage in the process.

91

Appendices

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RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
(See Clause 2.1.3)

TECHNICAL PROPOSAL
Form-1

Letter of Proposal
(On Applicants letter head)
(Date and Reference)
To,
VC & MD, TSIIC,
6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh
Hyderabad 500 004, Telangana, India
Phone: (040) 23237591 Mobile: (91) 9959666303

BLANK

Sub: Request for Proposal (RFP) For Selection of Consultancy Firms For
Preparation of Techno Economic Feasibility Report for Setting up Dry Port(s)
in the State of Telangana
Dear Sir,
With reference to your RFP Document dated , I/We, having examined all
relevant documents and understood their contents, hereby submit our Proposal for
selection as Consultant for Preparation of Techno Economic Feasibility Report for
Setting up Dry Port(s) in the State of Telangana . The proposal is unconditional and
unqualified.
2.

I/We acknowledge that the 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
Appendices 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.

3.

This statement is made for the express purpose of appointment as the

Consultant for the aforesaid Project.

4.

I/We shall make available to the Authority any additional information it may deem
necessary or require for supplementing or authenticating the Proposal.
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5.

I/We acknowledge the right of the Authority to reject our application without
assigning any reason or otherwise and hereby waive our right to challenge the
same on any account whatsoever.

6.

I/We certify that in the last three years, we or any of our Associates 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.

7.

I/We declare that:

(a)

I/We have examined and have no reservations to the RFP Documents,

including any Addendum issued by the Authority;

(b)

I/We do not have any conflict of interest in accordance with Clause 2.3
of the RFP Document;

(c)

I/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 Clause 4.3 of
the RFP document, in respect of any tender or request for proposal
issued by or any agreement entered into with the Authority or any
other public sector enterprise or any government, Central or State;
and

(d)

I/We hereby certify that we have taken steps to ensure that in

conformity with the provisions of Section 4 of the RFP, no person acting
for us or on our behalf will engage in any corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive practice.

8.

I/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 in
accordance with Clause 2.8 of the RFP document.

9.

I/We declare that we are not a member of any other Consortium applying for
Selection as a Consultant.

10.

I/We certify that in regard to matters other than security and integrity of the
country, we or any of our Associates have not been convicted by a Court of
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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 Project or which
relates to a grave offence that outrages the moral sense of the community.
11.

I/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
Associates.

12.

I/We further certify that no investigation by a regulatory authority is pending either

against us or against our Associates or against our CEO or any of our Directors /
Managers / employees.

13.

I/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 the Authority [and/ or the Government of India] in connection
with the selection of Consultant or in connection with the Selection Process
itself in respect of the above mentioned Project.

14.

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

15.

I/We agree to keep this offer valid for 90 (ninety) days from the PDD specified in
the RFP.

16.

A Power of Attorney in favour of the authorised signatory to sign and submit this
Proposal and documents is attached herewith in Form 4.

17.

In the event of my/our firm being selected as the Consultant, I/we agree to
enter into an Agreement in accordance with the form at Schedule2 of the RFP.
We agree not to seek any changes in the aforesaid form and agree to abide by
the same.

18.

In the event of my/our firm being selected as the Consultant, I/we agree and
undertake to provide the services of the Team Leader cum Financial Expert in
accordance with the provisions of the RFP and that the Team Leader cum
Financial Expert shall be responsible for providing the agreed services himself
and not through any other person or Associate.
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19.

I/We have studied RFP and all other documents carefully. We understand that
except to the extent as expressly set forth in the Agreement, we shall have no
claim, right or title arising out of any documents or information provided to us by
the Authority or in respect of any matter arising out of or concerning or relating
to the Selection Process including the award of Consultancy.

20.

The Financial Proposal is being submitted in a separate cover. This Technical

Proposal read with the Financial Proposal shall constitute the Application which
shall be binding on us.

21.

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

In witness thereof, I/we submit this Proposal under and in accordance with the terms of
the RFP Document.

Yours faithfully,

(Signature, name and designation of the authorised

signatory) (Name and seal of the Applicant/ Lead Member)

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APPENDIX-I
Form-2

Particulars of the Applicant

1.1

Title of Consultancy:

1.2

Title of Project:

1.3

State whether applying as Sole Firm or Lead Member of a

consortium: Sole Firm
or
Lead Member of a consortium

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1.4

RFP for Consultancy Services for TEFR of Dry Port(s)

State the following:

Name of Firm:
Legal status (e.g. sole proprietorship or partnership):
Country of incorporation:
Registered address:
Year of Incorporation:
Year of commencement of business:
Principal place of business:
Name, designation, address and phone numbers of
authorised signatory of the Applicant:

Name:
Designation:
Company:
Address:
Phone No.:
Fax No. :
E-mail address:

1.5

If the Applicant is Lead Member of a consortium, state the following for each of the
other Member Firms:
(i)

Name of Firm:

(ii)

Legal Status and country of incorporation

(iii)

Registered address and principal place of business.

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1.6

RFP for Consultancy Services for TEFR of Dry Port(s)

For the Applicant, (in case of a consortium, for each Member), state the
following information:
(i)
In case of non Indian Firm, does the Firm have business presence in
India?
Yes/No
If so, provide the office address(es) in India.
(ii)

Has the Applicant or any of the Members in case of a consortium been

penalised by any organization for poor quality of work or breach of
contract in the last five years?
Yes/No

(iii)

Has the Applicant/ or any of its Associates ever failed to complete any work
awarded to it by any public authority/ entity in last five years?
Yes/No

(iv)

Has the Applicant or any member of the consortium been blacklisted by

any Gov- ernment department/Public Sector Undertaking in the last five
years?
Yes/No

(v)

Has the Applicant or any of its Associates, in case of a consortium,

suffered bank- ruptcy/insolvency in the last five years?
Yes/No

Note: If answer to any of the questions at (ii) to (v) is yes, the

Applicant is not eligible for this consultancy assignment.

1.7

(Signature, name and designation of the authorised

signatory) For and on behalf of

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RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-3
Statement of Legal Capacity
(To be forwarded on the letter head of the Applicant)

Ref. Date:
To,
VC & MD, TSIIC,
6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh
Hyderabad 500 004, Telangana, India
Phone: (040) 23237591 Mobile: (91) 9959666303
Dear Sir,
Sub:

RFP for selection of Consultancy Firm for Preparation of Techno

Economic Feasibility Report for Setting up Dry Port(s) in the State of
Telangana
I/We hereby confirm that we, the Applicant (along with other members in case of
consortium, Constitution of which has been described in the Proposal*), satisfy the terms
and conditions laid down in the RFP document.
I/We have agreed that .. (insert Applicants name) will act as the Lead
Member of our consortium.
I/We have agreed that .. (insert individuals name) will act as our Authorised
Representative/ will act as the Authorised Representative of the consortium on our behalf
and has been duly authorized to submit our Proposal. Further, the authorised signatory is
vested with requisite powers to furnish such proposal and all other documents,
information or communication and authenticate the same.
Yours faithfully,

(Signature, name and designation of the authorised signatory

For and on behalf of ....................
*Please strike out whichever is not applicable

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APPENDIX-I
Form-4
Power of Attorney
Know all men by these presents, We, ......................................... (name of Firm 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) 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 and selection as the Consultant for Preparation of Techno
Economic Feasibility Report for Setting up Dry Port(s) in the State of Telangana,
proposed to be developed by the XXX, Government of Telangana, (the Authority)
including but not limited to signing and submission of all applications, proposals and other
documents and writings, participating in pre-bid and other conferences and providing
information/ responses to the Authority, representing us in all matters before the Authority,
signing and execution of all contracts and undertakings consequent to acceptance of our
proposal and generally dealing with the Authority in all matters in connection with or
relating to or arising out of our Proposal for the said Project and/or upon award thereof to
us till the entering into of the Agreement with the Authority.
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**
For .......................................
(Signature, name, designation and
address)
Witnesses:
1
2
Notarised
Accepted

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......................................
(Signature, name, designation and address of the
Attorney)
Notes:
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.
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.
For a Power of Attorney executed and issued overseas, the document will also
have to be legalised by the Indian Embassy and notarised in the jurisdiction where
the Power of Attorney is being issued. However, the Power of Attorney provided by
Applicants from countries that have signed the Hague Legislation Convention, 1961
are not required to be legalised by the Indian Embassy if it carries a conforming
Appostille certificate.

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APPENDIX-I
Form-5
Financial Capacity of the Applicant
(Refer Clause 2.2.2 (B))

S. No.

Financial Year

Annual
Revenue
(Rs./US $ in

1.
2.
3.
Certificate from the Statutory Auditor$
This is to certify that .................... (name of the Applicant) has received the
payments shown above against the respective years on account of professional
fees.

(Signature, name and designation of the authorised

signatory) Date:

Name and seal of the audit 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.

In the event that the Applicant does not wish to disclose its Annual Revenue, it may
state that it has received more than the amount specified in the aforesaid certificate.

Note:
1.

Please do not attach any printed Annual Financial Statement.

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APPENDIX-I
Form-6
Particulars of Key Personnel
S. No.

(1)

Designation of
Key
Personne
l

Nam e

(2)

(3)

Educational
Length of
Qualification Professional
Experience

1.
2.
3.

Refer Form 8 of Appendix I Eligible Assignments of Key Personnel

104

(4)

(5)

Present
Name

of Firm
(6)

Employment
Employed
Since
(7)

No. of
Eligible
Assignment
s#
(8)

Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-7
Abstract of Eligible Assignments of the Applicant #
(Refer Clause 3.1)
S.No Name of Project

Name of Client

Estimated
capital
cost of
Project (in
Rs. crore/
US$ million)

(1)*

(2)

(3)

(4)

Professional
fees##
received by
the Applicant
(in Rs.
crore)
(5)

1
2
3
4
5
#

The Applicant should provide details of only those assignments that have been
undertaken by it under its own name.

## Exchange rate should be taken as Rs. 60 per US $ for conversion to Rupees.

In the event that the Applicant does not wish to disclose the actual fee received for
any particular assignment, it may state that it has received more than the amount
specified for eligibility under this RFP. For example, it may state: Above Rs. 5 (five)
lakh in respect of a particular project.

* The names and chronology of Eligible Assignments included here should conform to
the project wise details submitted in Form-9 of Appendix-I.
Certificate from the Statutory Auditor$
This is to certify that the information contained in Column 5 above is correct as per the
accounts of the Applicant and/ or the clients.

Date:
$

(Signature, name and designation of the authorised signatory)

Name and seal of the audit 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
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the Applicant.

APPENDIX-I
Form-7A
Abstract of other relevant experience of the Applicant #
(Refer Clause 3.1.5)
S.No Name of Project

Name of Client

Estimated
capital
cost of

US$ million)

Profession
al
fees##
received by
the Applicant
(in Rs.

(4)

crore)
(5)

Project (in
Rs. crore/

(1)*

(2)

(3)

1
2
3
4
5
#

The Applicant should provide details of only those assignments that have been
undertaken by it under its own name.

## Exchange rate should be taken as Rs. 60 per US $ for conversion to Rupees.

In the event that the Applicant does not wish to disclose the actual fee received for
any particular assignment, it may state that it has received more than the amount
specified for eligibility under this RFP. For example, it may state: Above Rs. 5 (five)
lakh in respect of a particular project.

The names and chronology of the projects included here should conform to the
project-wise de- tails submitted in Form-9A of Appendix-I.
Certificate from the Statutory Auditor$
This is to certify that the information contained in Column 5 above is correct as per the
accounts of the Applicant and/ or the clients.

(Signature, name and designation of the authorised signatory)

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Date:
$

Name and seal of the audit 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.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-8@
Abstract of Eligible Assignments of Key
Personnel $
(Refer Clause 3.1)
Name of Key Personnel:
S.No

(1)

Designation:

Name of Project* Name of Client

(2)

(3)

Estimated

Name of

Designation

Date of

capital cost of

firm for

of the Key

completion of

project (in Rs.

which the

Personnel on

the

cr./

Key

the

assignment

US$
million)

Personnel
worked

assignment

(4)

(5)

(6)

(7)

1
2
3
4
5
@ Use separate Form for each Key Personnel.
$

The names and chronology of projects included here should conform to the project-wise details submitted in Form-10 of Appendix-I.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-8A@
Abstract of other relevant experience of Key Personnel $
(Refer Clause 3.1.5)
Name of Key Personnel:
S.No

(1)

Designation:

Name of Project* Name of Client

(2)

(3)

Estimated capital

Name of firm for

Designation of

Date of

cost of project (in

which the Key

the Key

completion of

Rs. cr./

Personnel on the

the assignment

US$ million)

Personnel
worked

(4)

(5)

(6)

assignment
(7)

1
2
3
4
5
@ Use separate Form for each Key Personnel.
$

In the case of Financial Expert, only those assignments shall be included where the Financial Expert worked as the Team Leader or the
leader of the
Financial Team in the relevant assignment.
*
I.

The names and chronology of assignments included here should conform to the project-wise details submitted in Form 10A of Appendix-

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-9
Eligible Assignments of Applicant
(Refer Clause 3.1.4)
Name of Applicant:
Name of the Project:
Project particulars:
Description of services performed by the
Applicant firm:
Name of client and Address:
Name, telephone no. and fax no. of clients
representative:
Estimated capital cost of Project
(in Rs crore or US$ million):
Payment received by the Applicant as
professional fees (in Rs. crore):
Start date and finish date of the services
(month/ year):
Brief description of the Project:
Notes:
1. Use separate sheet for each Eligible Assignment.
2. Exchange rate should be taken as Rs. 60 per US $ for converting to Rupees.

In the event that the Applicant does not wish to disclose the payment received by it as
professional fees for any particular assignment, it may state that it has received more
than the amount specified in this statement.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-9A
Other relevant assignments of Applicant
(Refer Clause 3.1.5)
Name of Applicant:
Name of the Project:
Project particulars:
Description of services performed by the
Applicant firm:
Name of client and Address:
Name, telephone no. and fax no. of clients
representative:
Estimated capital cost of Project
(in Rs crore or US$ million):
Payment received by the Applicant as
professional fees (in Rs. crore):
Start date and finish date of the services
(month/ year):
Brief description of the Project:
Notes:
1. Use separate sheet for each assignment.
2. Exchange rate should be taken as Rs. 60 per US $ for converting to Rupees.

In the event that the Applicant does not wish to disclose the payment received by it
as professional fees for any particular assignment, it may state that it has received
more than the amount specified in this statement.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-10
Eligible Assignments of Key Personnel
(Refer Clause 3.1.4)
Name of Key Personnel:
Designation of Key Personnel:
Name of the Project:
Project particulars:
Name of Consulting Firm where employed:
Description of services performed by the
Key Personnel (including designation):
Name of client and Address:
Name, telephone no. and fax no. of clients
representative:
Estimated capital cost of the Project
(in Rs crore or US$ million):
Start date and finish date of the services
(month/ year):
Brief description of the Project:
Notes:
1. Use separate sheet for each Eligible Assignment.
2. Exchange rate should be taken as Rs. 60 per US $ for converting in Indian Rupees.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-10A
Other relevant assignments of Key Personnel
(Refer Clause 3.1.5)
Name of Key Personnel:
Designation of Key Personnel:
Name of the Project:
Length in kms or other particulars:
Name of Consulting Firm where employed:
Description of services performed by the
Key Personnel (including designation):
Name of client and Address:
Name, telephone no. and fax no. of clients
representative:
Estimated capital cost of the Project
(in Rs crore or US$ million):
Start date and finish date of the services
(month/ year):
Brief description of the Project:

Notes:
1. Use separate sheet for each assignment.
2. Exchange rate should be taken as Rs. 60 per US $ for converting in Indian
Rupees.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-11
Curriculum Vitae (CV) of Professional Personnel
1.

Proposed Position:

2.

Name of Personnel:

3.

Date of Birth:

4.

Nationality:

5.

Educational Qualifications:

6.

Employment Record:
(Starting with present position, list in reverse order every employment held.)

7.

List of projects on which the Personnel has worked

Name of Project

Description of responsibilities

Certification:
1

I am willing to work on the Project and I will be available for entire

duration of the Project assignment as required.

I, the undersigned, certify that to the best of my knowledge and belief,

this CV correctly describes my qualifications, my experience and me.

Place..............................
Personnel)

(Signature and name of the Professional

(Signature and name of the authorised signatory of the Applicant)

Notes:
1
2
3.

Use separate form for each Key Personnel and Professional Personnel.
The names and chronology of assignments included here should conform to the projectwise details submitted in Form-8 or Form-8A, as the case may be, of Appendix-I.
Each page of the CV shall be signed in ink by both the Personnel concerned and by
the Authorised Representative of the Applicant firm along with the seal of the firm.
Photocopies will not be considered for evaluation.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-I
Form-12
Proposal for Sub-Consultant(s)
1.

Details of the Firm

Firms Name, Address and Telephone

Name and Telephone No. of the Contact
Person
Fields of Expertise
No. of Years in business in the above Fields
2.

Services that are proposed to be sub contracted:

3.

Person who will lead the Sub-Consultant

Name:
Designation:
Telephone
No:
4.

Details of Firms previous experience

Name of
Work

Name, address
and telephone no. of
Client

Total
Value of
Services
Performed

1.

Duration
of
Service
s

Date of
Completion
of
Services

2.
3.

(Signature and name of the authorised signatory)

Notes:
1. The Proposal for Sub-Consultant shall be accompanied by the details specified in Forms 10,
10A and 11
of Appendix I.
2.

Use separate form for each Sub-Consultant.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-II
FINANCIAL PROPOSAL
Form-1
Covering Letter
(On Applicants letter head)
(Date and Reference)
To,
VC & MD, TSIIC,
6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh
Hyderabad 500 004, Telangana, India
Phone: (040) 23237591 Mobile: (91) 9959666303

Dear Sir,
Subject: RFP for selection of Consultancy Firm for Preparation of Techno
Economic Feasibility Report for Setting up Dry Port(s) in the State of
Telangana
I/We, .......................... (Applicants 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 of 90 (ninety) days from the
Proposal Due
Date or such further period as may be mutually agreed upon.

Yours faithfully,

(Signature, name and designation of the authorised signatory)

Note: The Financial Proposal is to be submitted strictly as per forms given in the RFP.

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX-II
(See Clause 2.1.3)
Form-2
Financial Proposal
Description

Item
No.
A

Amount (Rs.)

PROFFESIONAL FEE OF THE SERVICES

SERVICE TAX

TOTAL (including taxes) (A+B) (in Rs.)

In Indian Rupees in figures
in words

Notes:
1.

The aforesaid professional fees, payable to the Consultant in accordance with the
Financial Proposal, shall cover the costs of all out of pocket expenses such as
telephone/fax, photocopying, couriers and postage, collections and deliveries,
traveling and accommodation expense, stationery, costs of support staff and
counsel fee, overheads, etc., including all taxes and duties except service tax.
No additional charges in respect thereof shall be due or payable. The fees shall
be limited to the amounts indicated above and no escalation on any account will be
payable on the above amounts.

2.

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

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Government of Telangana

RFP for Consultancy Services for TEFR of Dry Port(s)

APPENDIX- III
LIST OF BID-SPECIFIC CLAUSES $
A.

Clauses and appendices with non-numerical footnotes

1.
2.
3.

Clause 2.2.3 : Conditions of Eligibility of Applicants

Clause 2.11.3: Amendment of RFP
Schedule 1: Terms of Reference (TOR) for financial consultant and
transaction adviser: Para 5.2, 7.3
Schedule 2: Form of Agreement: Para 9.4.2
Form-5, Appendix-I: Financial Capacity of the Applicant
Form-7, Appendix-I: Abstract of Eligible Assignments of the Applicant
Form-7A, Appendix-I: Abstract of other relevant experience of the Applicant
Form-8, Appendix-I: Abstract of Eligible Assignments of Key Personnel
Form-8A, Appendix-I: Abstract of other relevant experience of Key Personnel
Appendix-III: List of Bid-specific clauses

4.
5.
6.
7.
8.
9.
10.
B.

Clauses and appendices with blank spaces

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

Schedule 2: Form of Agreement: Recital, Para (C)

Annex-7, Schedule 2: Bank Guarantee for Performance Security
Annex-8, Schedule 2: Fortnightly Time Report
Form-1, Appendix-I: Letter of Proposal
Form-3, Appendix-I: Statement of Legal Capacity
Form-4: Appendix-I: Power of Attorney
Form-5, Appendix-I: Financial Capacity of the Applicant
Form-11, Appendix-I: Curriculum Vitae (CV) of Professional Personnel
Form 1, Appendix-II: Financial Proposal, Covering Letter
Form 2, Appendix-II: Financial Proposal, Financial Proposal

This Appendix-III contains a list of clauses and appendices that would need to be suitably modified for reflecting applicant-specific
provisions.
This Appendix-III may, therefore, be included in the RFP document to be issued to prospective Applicants. The blank spaces in
Appendices may be filled up by the Applicant and the footnotes may be deleted when it submits its proposal.

118