request for proposal (rfp) for …bengaluruairport.com/bial/pdf/tender/rfp_consultancy...preparation...
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REQUEST FOR PROPOSAL (RFP)
FOR
CONSULTANCY SERVICES FOR PREPARATION OF DETAILED DESIGN AND TENDER
DOCUMENTS FOR LANDSIDE TRANSPORT INFRASTRUCTURE FACILITIES
AT KEMPEGOWDA INTERNATIONAL AIRPORT, BENGALURU
Bangalore International Airport Limited
Administration Block
Kempegowda International Airport
Devanahalli
Bangalore – 560 300
APRIL – 2016
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DISCLAIMER
1. This Request for Proposal (RFP) is issued by Bangalore International Airport Limited
(“BIAL”).
2. The information contained in this RFP document or subsequently provided to the
interested applicants (“Bidders”), whether verbally or in documentary or any other
form by or on behalf of BIAL or any of their employees or advisers, is provided to
the Bidders on the terms and conditions set out in this RFP and such other terms
and conditions subject to which such information is provided.
3. This RFP is neither an agreement nor an offer by BIAL to the prospective Bidders 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 BIAL in relation to the scope of supply.
Such assumptions, assessments and statements do not purport to contain all the
information that each Bidder may require. This RFP may not be appropriate for all
persons, and it is not possible for BIAL, its employees or advisers to consider the
objectives, technical expertise and particular needs of each party who read or use
this RFP. The assumptions, assessments, statements and information contained in
this RFP may not be complete, accurate, adequate or correct. Each Bidder 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.
4. Information provided in this RFP to the Bidders is on a wide range of matters, some
of which depends upon interpretation of law. The information given is not an
exhaustive account of statutory requirements and should not be regarded as a
complete or authoritative statement of law. BIAL accepts no responsibility for the
accuracy or otherwise for any interpretation or opinion on the law expressed
herein.
5. BIAL, its employees and advisers make no representation or warranty and shall
have no liability to any person including any Bidder under any law, statute, rules or
regulations or tort, principles of restitution or unjust enrichment or otherwise for
any loss, damages, cost or expense which may arise from or be incurred or suffered
on account of anything contained in this RFP or otherwise, including the accuracy,
adequacy, correctness, reliability or completeness of the RFP and any assessment,
assumption, statement or information contained therein or deemed to form part of
this RFP or arising in any way in this selection process.
6. This RFP, along with its Annexures, is not transferable. The RFP and the
information contained herein are to be used only by the person to whom it is
issued. It may not be copied or distributed by the recipient to third parties (other
than in confidence to the recipient’s professional advisors). In the event that the
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recipient does not continue with its involvement in the project in accordance with
this RFP, this RFP must be kept confidential.
7. BIAL also accepts no liability of any nature whether resulting from negligence or
otherwise however caused arising from reliance of any Bidder upon the statements
contained in this RFP.
8. BIAL 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.
9. The issue of this RFP does not imply that BIAL is bound to select a Bidder or to
appoint the selected Bidder, as the case may be, for the consultancy and BIAL
reserves the right to reject all or any of the proposals without assigning any
reasons whatsoever. This RFP may be withdrawn or cancelled by BIAL at any time
without assigning any reasons thereof.
10. The Bidder 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 BIAL or any other costs incurred in
connection with or relating to its proposal. All such costs and expenses will remain
with the Bidder and BIAL shall not be liable in any manner whatsoever for the same
or for any other costs or other expenses incurred by an Bidder in preparation for
submission of the proposal, regardless of the conduct or outcome of the selection
process.
11. The words and expressions beginning with capital letters and not defined herein,
but defined in the RFQ or the other Volumes of the RFP, shall, unless repugnant to
the context, have the meaning ascribed thereto therein.
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Preamble
1. Introduction
Bangalore International Airport Limited (“BIAL”) is the owner and operator of the
Kempegowda International Airport (the “Airport”) in Bangalore. BIAL has entered
into a Concession Agreement with the Government of India, whereby the
Government of India has granted the exclusive right and privilege to BIAL to carry
out the development, design, financing, construction, operation and management
of the Airport.In this respect BIAL proposes to engage a Service Provider to
undertake the Services as specified in this RFP and invites Proposals from the
Bidders for the same. The Proposals submitted by the Bidders shall comply with all
the requirements stated in this RFP. Based on final evaluation, the successful
Bidder will be selected and notified (hereinafter referred to as the “Service
Provider”). The notification of award by BIAL shall be followed by issuance of the
Service Agreement (hereinafter referred to as the “Agreement”) by BIAL and
acceptance by the Service Provider, recording the terms and conditions for
carrying out the Services. BIAL also reserves the right to modify, delete or add to
the Scope of Services at any point in time, during the Bidding Process and
thereafter during performance as per the terms of the RFP and/or Agreement.
2. Bidder’s Eligibility Criteria :
2.1. Participation
2.1.1. The Bidder shall be a valid legal entity as per Indian laws.
2.1.2. The RFP shall be duly signed by the authorized signatory of the Bidder and
shall be legally binding on the Bidder.
3. Proposal for the Services
3.1. The Bidders shall prepare and submit Proposals to BIAL in sealed envelopes
super-scribed with the details of the Proposal to the address mentioned in
the RFP based on the Scope of Services outlined in Annexure-A of this RFP.
3.2. The Proposal shall comprise of the following:
3.2.1. Part - 1
A letter on the letter head of the Bidder, signed by the Authorised
Signatory, as per Annexure-C: Covering Letter,
a) intent to participate in the Bidding Process
b) Unconditional acceptance of the terms and conditions of the Bidding
Process, RFP, Agreement,
c) Undertaking that all information provided is true and correct
3.2.2. Part - 2
Completed form, and its required attachments, as provided in Annexure-B:
RFP Questionnaire, of Volume 1.
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3.2.3. Part - 3
A Power of Attorney duly notarized or certified true copy of a Board
Resolution in favor of signatory of the Proposal, authorizing the signatory of
the Proposal, to submit the Proposal on behalf of the Bidder (“Authorised
Signatory”) and to execute the necessary documents and perform the
obligations as per terms and conditions of the Agreement (if awarded).
3.2.4. Part - 4
Completed form, and its required attachments, as provided in Form II:
Financial Information certified by the Applicant’s statutory auditor.
3.2.5. Part – 5
Proposed Organization Structure & Key Personnel Deployment
3.2.5.1. The Bidder shall provide details of its proposed Organization
Structure and, at its option, a description (maximum 5 (five)
pages), which should demonstrate the following:
3.2.5.1.1. Suitability to cover the overall Scope of the Services;
3.2.5.1.2. Identification of the proposed Professionals, reporting
Relationships, authority matrix and internal interfaces;
3.2.5.1.3. Collaboration with BIAL, its Service Providers Availability,
involvement and commitment of proposed team to perform
the Services for the Project during its different stages if any.
3.2.5.2. The Bidder shall provide Curriculum Vitae ( CV), of the
proposed project lead (maximum 4 (four) pages) who will
lead and direct the team and other Professionals (maximum 2
(two) pages per Professional) it intends to engage as part of
its team for the performance of Services. The Bidder shall be
obliged to perform the Services, using the proposed project
technical lead and other Professionals as submitted in the
Proposal, if selected as the Service Provider by BIAL.
In case the Bidder provides the credentials or resources of its holding
company for the purposes of this criteria in its Proposal, then it shall be
mandatory for the Bidder to utilize such credentials or resources as
mentioned in the Proposal, for the performance of the Services, if selected
as the Service Provider. BIAL’s evaluation of the Bidder’s Proposed
Organization Structure & Key Personnel Deployment will form one of the
criteria for evaluation.
3.2.6. Part - 6
Approach, Methodology and Work Plan (maximum 30 pages)
The Bidder shall include a detailed narrative on the approach, plans (to
match the Scope of Services, including milestones & timelines) to
demonstrate its:
3.2.6.1. Understanding of Scope of Services and the Project;
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3.2.6.2. Stage wise work methodology, tasks, timelines, technical
skills, method and technology / systems that will be used to
develop and document each of the major areas of the Scope
of Services;
3.2.6.3. Stage wise Deliverables;
3.2.6.4. Resource and manpower mobilization plan;
3.2.6.5. Proposed roles and responsibilities for Professionals;
3.2.6.6. Quality Management Plan - Bidder’s plans to execute,
monitor and report the work; quality control and quality
assurance procedures as they would apply to this Project:
3.2.6.7. Interface management plan - the ability to work with
multiple stakeholders, manage the interface and co-
ordination with BIAL and its Service Providers.
3.2.7. Part - 7
A copy of the RFP, all its Volumes, its Annexures, including any addendums
or corrigendum issued, initialed and sealed on every page by the Authorized
Signatory to indicate acceptance and acknowledgement of the RFP.
3.2.8. Part 8:
Documentary evidence of the following: 3.2.8.1. General Information of Company as per attached Form-1
General Information 3.2.8.2. The RFP has to clearly outline the legal structure of the
Applicant.
3.2.8.3. Litigation history, including current material litigation
detailed as per attached Form III-Litigation History
3.2.8.4. Detailed Applicant profile
3.2.8.5. Any additional information
3.2.9. The Financial Proposal shall comprise of the following:
The commercials in the Proposal (Closed envelope, super scribing
“Proposal”) shall comprise of the details of the Professional Fee (as defined
in the Agreement), for each stage of Service, on the letterhead of the
Bidder, signed and sealed by its Authorised Signatory, as per Annexure–D:
Format for commercials in Proposal. The Bidder shall be deemed to have
satisfied itself regarding the correctness and sufficiency of the Professional
Fee which shall, cover all its obligations under and in relation to the
Agreement and all matters and things necessary for the proper performance
of the Services, whether the same is expressly provided for in the
Agreement or is to be reasonably inferred there from or is necessarily
incidental thereto.
The Bidders in their Proposal shall indicate separately sales tax (VAT), local
tax, other taxes, levies, transaction charges, etc. wherever applicable.
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* Fees quoted shall be inclusive of all required expenses & charges and shall
cover all obligations under and in relation to the Agreement and all matters and
things necessary for the proper completion of the Services as mentioned herein.
Fees shall also include all taxes, tariffs, VAT, all other statutory taxes and levies, if
applicable, penalties, costs, bank charges and any other costs for performance of
Services or other charges relating to or arising out of the Agreement.
3.2 BIAL shall retain the right to close the assignment at the end of any stage, as per
the needs of the overall development Program. In such an event the above breakup
of fees shall form the basis for finalization of payment, after successful completion
of the work for respective stage and payment shall be made only for the respective
stage. BIAL reserves the right to issue or not to issue purchase order for any stage.
The Contractor shall in no event make BIAL liable (financial or otherwise) for non-
issuance of purchase order for any stage of Service(s) for any reason whatsoever.
3.3 The language for all written communication shall be English and unless mentioned
otherwise the currency shall be Indian Rupee.
3.4 The proposal should be signed on each page by the Bidder or his duly authorized
representative. The proposal should be accompanied by a certified true copy of a
duly notarised Power of Attorney or board resolution in favour of signatory to the
documents.
3.5 Any discrepancies, omissions, ambiguities or conflicts in or among contract
documents or any doubt as to their meaning should be called to the attention in
writing of the contact person as mentioned in the RFP within five (5) days of issue
of the RFP. BIAL will not make or be responsible for any oral communications.
3.6 Cost of tendering
The Bidder shall bear all costs associated with the preparation and submission of its
Proposal and BIAL shall, in no case, be responsible or liable for such costs,
regardless of the outcome of the tender process. It is obligatory on the part of the
Bidder to tender for all the component parts and submit all information required as
per document.
3.7 Site inspection and conditions: The Bidder is advised to visit and inspect the site, if
required, and obtain for itself on its own responsibility and cost, all information
regarding all existing and expected conditions and matters that may be necessary
for preparing the Proposal and entering into a contract for performance of the
scope of services. BIAL shall use every effort to procure that the Bidder and any of
its personnel or agents with prior intimation, are granted permission to enter the
Site for the purpose of such inspection, but only upon the express condition that
the Bidder, its personnel and agents, will exercise due care and will be responsible
for personal injury or death, loss of or damage to property and any other loss,
damage, costs and expenses incurred as a result of such inspection. Keep
indemnified BIAL, from and against and in respect of damages, liabilities, losses,
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costs, charges, fees and expenses, including without limitation reasonable legal
fees and expenses, (i) brought against BIAL’s Representatives by any third party as
a result of site investigation/ inspection by Bidder and or its Personnel(s); (ii) any
damages losses arising out of theft of tangible/ intangible property (iii) any claim
arising from the death, personal injury or for loss or damage to tangible property
of BIAL arising out of any omission or commission of Bidder or its personnel(s).
3.8 It is obligatory on the part of the Bidder to tender for all the component parts and
submit all information required as per document.
4. Validity
4.1 The proposal shall be valid for at least ninety (90) days from the deadline for
receipt of proposals.
4.2 In exceptional circumstances, prior to expiry of the bid validity period, BIAL may
request the bidder for a specified extension in the period of validity. The request
and the response thereto shall be made in writing. A bidder agreeing to the request
shall not be permitted to modify his bid, but shall be required to extend the
validity of his bid. All the terms of the bidding shall continue to be applicable
during the extended period of validity.
5. Format and Signing of Proposal
5.1 The Bidder shall provide all the information as per this RFP. BIAL reserves the right
to evaluate only those proposals that are received in the required format complete
in all respects and in line with the instructions contained in this RFP.
5.2 The Bidder shall prepare and submit one original Proposal along with an additional
copy.
5.3 The Proposal shall be signed and each page of the Proposal shall be initialled by a
person or persons duly authorized to sign on behalf of the Bidder and holding the
duly notarised Power of Attorney.
5.4 RFP submissions must be received no later than 17:00hrs on 30th April 2016
(Proposal Due Date) in the manner specified in the RFP document at the address
given below.
5.5 The Proposal shall not contain alterations or additions, except those to comply
with instructions issued by BIAL or as necessary to correct errors made by the
Bidder, in which case such corrections shall be initialled by the person or persons
signing the Proposal.
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5.6 The Tender Bond
a) Fully executed by your Bondsman, being a bank or insurance company
licensed to do business in India. (This Tender bond may be issued by a
branch of Scheduled banks in India only).
b) In an amount equivalent to Indian Rupees NIL in the name of “Bangalore
International Airport Limited”, payable in Bangalore, India.
c) Valid for 90 calendar days after the Tender closing date. Any corrections,
interlineations, deletions, etc., not signed or initialled by the person signing
the tender (no overwriting is permitted) is permitted.
d) In exceptional circumstances, prior to the expiration of the Tender validity
period, the Contractor may, in writing, request Tenderers to extend the
period of validity of their Tenders for a specific period. However, the
Tenderers will not be permitted to modify the Tender.
5.7 The sealed Tender Submission shall contain the following as mentioned below:
i) Technical Proposal - Original (1 Set)-a Separate envelope
Including Soft copy of Technical documents – 1 Set in CD
ii) Commercial – Original (1 Set ) – a Separate envelope (Annexure D)
5.8 The envelope and proposal should clearly mention the following details:
BID for Consultancy Services for preparation of detailed design and tender
documents for landside transport infrastructure facilities
for Bangalore International Airport Limited
To
Mr Suresh K N
VP – Contracts & Procurement
Bangalore International Airport Limited.
Project Office,
Devanahalli, Bangalore - 560300, India.
Proposal Due Date and Time: 17:00 Hrs on 30th April 2016.
BIAL may, in exceptional circumstances and at its sole discretion, extend the
proposal due date by issuing an addendum uniformly for all Bidders.
6. Questions during the Bid phase:
All enquiries or comments regarding this bid, and any other related matters must
be made in writing by e-mail to Mr Suresh K.N – [email protected] and
Ms. Priya Sathiyajith - [email protected]. The last date of submission of
queries shall be 18th April 2016.
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BIAL may, to the extent necessary and as it deems fit, respond in writing to any
questions and concerns of the bidders regarding any element of the issued bid
documents.
7. Addendums/Corrigendum
7.1 BIAL shall at its discretion choose to issue a clarification or modify the RFP vide an
Addendum or Corrigendum. The Bidders shall disregard any oral instructions issued
by any person, unless issued in writing by BIAL’s representative.
7.2 Any Addendum or Corrigendum issued, shall form a part of the RFP pursuant to this
Clause, and shall be communicated by email to all the Bidders.
7.3 In case of issuance of Addendum or Corrigendum, the Bidders who have already
submitted their Proposals, need not resubmit their Proposal, but can submit the
modification to the Proposal, if desired. If the Bidder, chooses not to modify their
Proposal, pursuant to the Addendum or Corrigendum, it shall provide an
undertaking to this effect to BIAL. Bidders who do not submit any modification or
the required undertaking shall be disqualified.
8. Responsibility of the Bidder:
It is the sole responsibility of the bidder to:
i. Examine and understand the bid documents, including all the
annexures/appendices, Addendums if any, Agreement and to verify their
completeness. In the event that there are any pages or documents obviously
missing or erroneously inserted in the documents supplied, the Bidder shall
promptly apply to BIAL in writing to have any such discrepancy rectified
well before the bid closing date;
ii) Familiarize itself with the premises at which the services will be conducted
and any relevant fixtures, fittings and equipment there to be utilised or
that may otherwise be relevant, make all relevant investigations in relation
to the performance of its obligations pursuant to the Bid;
iii) The bidders should inform BIAL of any concerns implied or related to but
not specifically mentioned in the Bid or other documentation.
iv) BIAL reserves its right to accept any Bid and to reject any or all the
Bids/proposals received without any reason or can change the process of
the selection at any time during or after the Bid process.
v) Obtain and maintain permits for complying with all the laws, orders,
regulations or other instructions issued by all statutory authorities in India
for the purposes of the Bidding Process.
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vi) Comply with all the terms set out in the RFP and its appendices when
submitting its proposal.
9. Confidentiality:
The Bidder should ensure the confidentiality of all documents supplied/ provided
by BIAL, including this RFP. The Bidder shall use the documents for bidding process
only.
10. Assignment:
Any assignment of this RFP/Agreement or of any rights hereunder, in any manner,
by operation of law or otherwise, without the prior written consent of BIAL, shall
be void. Any such consent shall not relieve the Bidder from its obligations under
the RFP/Agreement.
11. Law and Jurisdiction:
The present Bid shall be considered, governed by and interpreted in accordance
with the laws of Republic of India. The jurisdiction for the purposes of the bid shall
be the courts in Bangalore only.
12. Bankruptcy:
BIAL may, at any time, by notice in writing summarily terminate the Agreement
without compensation if the Bidder is declared bankrupt/insolvent and/or faces
any action of bankruptcy, etc. In such an event, the Bidder will be bound to refund
all amounts received from BIAL.
13. Government Regulations:
The Bidder shall be responsible for obtaining and maintaining permits and also for
complying with all the laws, orders, regulations, any statutory compliances or
other instructions issued by all statutory authorities in India.
14. Other General Terms and Conditions
(a) Person signing the contract on behalf of the selected Bidder shall be duly
authorised and a valid duly notarised power of attorney and board
resolution is required.
(b) Time is the Essence of the Contract: There shall be a strict adherence to
timelines set by BIAL.
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15. Award process:
15.1. General:
BIAL is conducting the award process in a fair and non-discriminatory manner.
Canvassing in any form, unsolicited letters and post bid correction will invoke
summary rejection of the Bid. BIAL reserves the right to reject conditional Bids.
BIAL however reserves the right to unilaterally and at its sole discretion to change
the award process, certain elements of the bid documents or to annul the entire
bidding process at any time, without assigning any reason and without incurring any
liability towards the affected Bidder. BIAL also reserves the right to change some
elements of the planned set up for the work at the Airport, if governmental
regulations change in a manner such that the objectives of BIAL cannot be met
through the planned set up.
The Bidder shall comply with all the terms and conditions set out in bid document
and its appendices while submitting its proposal.
BIAL reserves its right to accept any Proposal and to reject any or all the Proposals
received without any reason or can change the process of the selection at any time
during or after the RFP process. BIAL shall not be responsible to any Bidder/ persons
on any account if it exercises such rights.
15.2. Distribution of RFP/Bid Documents:
The RFP document shall be treated as confidential and the information given in the
RFP is for the purpose of submitting a proposal only and shall not be used or
distributed to any third-party at any time for any other purpose.
15.3. Selection Criteria:
15.3.1. The Proposals of only those Bidders whose Proposals are determined to be
satisfactory, will be evaluated based on the Criteria stated below.
15.3.2. BIAL reserves the right to negotiate with all or any of the Bidders whose
Proposals are being evaluated, to determine the successful Bidder.
Sl. No Criteria Weightage (%)
1 Experience in the similar work. 20%
2 RFP Compliance 50%
3 Demonstrating the ability to Complete and hand
over the work in the stipulated time period by
submitting the schedule, Organisation Chart &
Deployment Schedule
20%
4 Quality and completeness of proposal. 10%
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BIAL reserves its right to accept any Proposal and to reject any or all the Proposals
received without any reason or can change the process of the selection at any time
during or after the RFP process. BIAL shall not be responsible to any Bidder/
persons on any account if it exercises such rights.
16. Verification:
BIAL reserves the right to verify all statements, information and documents
submitted by the Bidder in response to the RFQ, the RFP or the Bidding Documents
and the Bidder shall, when so required by BIAL, make available all such
information, evidence and documents as may be necessary for such verification.
Any such verification, or lack of such verification, by BIAL shall not relieve the
Bidder of its obligations or liabilities hereunder nor will it affect any rights of BIAL
thereunder.
17. Misrepresentation/Fraud/Breach of Terms and Conditions:
If the Bidder wishes to withdraw its Proposal (on its own account) after the
Proposal Submission Date or it is discovered at any point of time that the Bidder
has suppressed any fact or given a false statement or has misrepresented or
committed act of fraudulent nature or has violated any of the terms of this RFP,
the Proposal may be disqualified and Tender Bond forfeit. In such an event, the
Bidder will not be entitled to any compensation whatsoever, or refund of any other
amount, if any, paid by him. Further, the Bidder will be debarred for a period of
three (3) years from participating in BIAL’s works.
LIST OF ANNEXURES TO RFP
1. Annexure A - Scope of Services and Deliverables 2. Annexure B - RFP Questionnaire 3. Annexure C – Covering Letter 4. Annexure D – Format for commercials in Proposal 5. Annexure E – Template Agreement
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Form I
General Information
Applicant Information
Registered name
Country of constitution
Year of constitution
Registered address in the country of
constitution
Authorized representative
(name, address, telephone numbers, fax
numbers, e-mail address)
Bidder’s registered address in India (If
applicable)
Note:
Please provide a certified true copy of the constitutional documents of the
Applicant.
Please provide board resolution/power of attorney in favour of authorized
representative authorizing him/her to submit the RFP.
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Form II
Financial Information
Financial
Information in
INR Cr.
Historical Information for previous 5 (five) financial years
Financial Year 2014 - 2015 2013 – 2014 2012 – 2013 2011 - 2012 2010-2011
Total Assets
Total Liabilities
Net Worth
(Share Capital +
Reserves and
Surplus)
Liquid
Resources (Cash
and bank
balances)
Current
Liabilities
Turnover
Profit Before
Taxes
Profit After
Taxes
Additional Information
Particulars
Cash and bank balances as on 31st March 2014 (Ref: Clause
4.2)
Net Worth as on 31 March 2014 (Ref: Clause 4.3)
Note:
Contents of this form should be certified by the Statutory Auditor of the Applicant.
The conversion rate of all currencies shall be the daily representative exchange
rates published by the International Monetary Fund for the relevant date (proof of
such exchange rate shall be provided by the Applicant)
In case of foreign currency, the same shall first be converted to US Dollars and the
amount so derived in US Dollars shall be converted into Indian Rupees. The
conversion rate shall be that specified on the last day of the respective Financial
Year.
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Form III
Litigation History
Year
Award / order /
judgment / decree etc.
FOR or AGAINST
Applicant including
present litigation.
Name of client, cause of litigation,
and matter in dispute
Disputed
amount (current
value)
Note:
Applicants should provide information on any history of litigation or arbitration
resulting from contracts executed in the last five years or currently under execution.
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ANNEXURE-A
SCOPE OF WORK AND DELIVERABLES
Consultancy Services for Preparation of Detailed Design and Tender documents for Landside transport infrastructure facilities at Kempegowda International Airport 1. INTRODUCTION
Bengaluru International Airport Limited (BIAL) embarks on an ambitious airport enhancement programme, which will increase Kempegowda International Airport Bengaluru’s (KIAB) capacity to at least 65 million passengers per annum (MPPA) in the long term. The new Terminal 2 (T2) building will be the cornerstone of this development, with an estimated capacity of 45mppa in addition to the existing Terminal 1 (T1) which offers a capacity of approximately 20 MPPA. T2 is planned to be developed in phases with Phase I of Terminal 2 will cater for 20 MPPA, which will be expanded to cater to 45 MPPA in a later Phases with flexibility for expansion in accordance with the Master Plan. BIAL had completed airside and landside planning for Terminal 2 with necessary proposed modification to existing Terminal 1. The proposed planning efforts concluded also safeguard the implementation of future Terminal 3 in line with Master Plan. To meet the increasing air traffic demand, BIAL is intending to go ahead with the next stages of design and tendering for landside infrastructure upgrades required with the issuance of this RFP. 2. PROJECT DESCRIPTION
The project objective is to develop detail design and drawings up to Good for Construction and support client in preparation of tender documents for the identified transport infrastructure facilities on the landside on a priority basis. The identified proposals shall include works from the Main access road connecting National highway 7 with airport at-grade down to the Terminal facilities with the elevated roads, underpasses, parking areas at terminal forecourt along with up-gradation and development roads at city side development and as detailed below. The below packages are indicative and may change at BIAL discretion:
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2.1. Package 1: Secondary Access Roads & Associated Infrastructure (Refer Figure 1.0) a. Design and Development of New Southern Access road
b. Design and Development of New North-South Connections
c. Design and Development of at grade roads
d. Design and development of Taxi Hold Parking area and Private Car Parking
area at At Grade.
e. Design and development for Upgradation or Widening of all related
connected roads as mentioned above in front of existing Cargo.
f. Design and development City Side Road and Utility Connectivity for future
Cargo and MRO (Near East Side Perimeter), not shown in below drawing.
2.2. Package 2: Trumpet Interchange Expansion a. Design and Development of Up-gradation of Trumpet Interchange ramps to
four lane configuration (at the intersection of NH-7 and Main access road)
b. Design and development Widening of Main access road from Trumpet
Interchange to Airport boundary
2.3. Package 3: Main Access Roads a. Design and development for Widening of Main access road from Airport
boundary to Forecourt
Figure 1: Scope within all three packages
2.4. Package 4: Terminal Forecourt Area (Refer Figure 2.0) a. Design and development of flyovers, elevated roads, ramps and at grade road
for Terminal expansion as finalised in concept stage (All Roads shall be
designed considering 45 MPPA as the capacity of the airport.)
b. Design and development of underpasses for Terminal 1 for Departure and
Arrival.
c. Design and development of at grade access roads to Terminal 1 and 2,
forecourts, MLCP etc.
d. Design and development of arrival and departure curbs at Terminal 2
e. Design and development of private parking and taxi staging areas at
forecourt for both terminals and Long term parking.
f. Design and development of remote parking area for taxi staging and
employees along with bus plaza for intermediate and future
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Figure 2: Scope within Package 4
3. SCOPE OF SERVICES
The scope of the Services will comprise all those services which are necessary to achieve detailed design of all the identified facilities and infrastructures, in full compliance with the applicable Indian standard, codes and best industry practices. The Consultant shall be responsible for necessary co-ordination with NHAI, Indian Railway, Metro Railway, GOK and all other statutory authorities during all stages of design development and shall ensure the design compliant in line with their specific requirement (if any). The consultant shall also be responsible for identifying all associated enabling works necessary for the implementation of all the above identified facilities and shall also be responsible for the design of the same. The scope of works requires the Consultant to draw upon the services of various functional experts/support staff from different areas including, inter alia, geotechnical, utilities, pavement, structural/roads/bridges, MEP, drainage, signage, traffic, tendering (costing/QS/contract), quality, CAD designers, document control/other support staff etc. to address multiple facets of the project works. The design development activities are planned to be carried out under the following stages:
i. Validation of Concept Design for Spatial planning for all landside facilities as listed in the project descriptions
ii. Development of General Arrangement Drawings for package listed above for both phases of development.
iii. Development of Detailed Design for packages listed above for Phase 1 of development.
iv. Tender Document Preparation for Phase 1 of development, which includes Detailed Technical Specifications, tendering information and BOQ for different packages based on procurement strategy.
v. Good for Construction Drawings for Phase 1 development.
vi. Design support during construction for clarifications, vis a vis Submittal and RFI for the entire construction duration.
3a. Design of flyovers, elevated roads and ramps for Terminal 2 3b. Design of 2 lane underpasses for Terminal 1 for Departure and Arrival3c. Design of at grade access roads to Terminal 1 and 2 forecourts3d. Design of arrival and departure curbs at Terminal 2 3e. Design of private parking and taxi staging areas at forecourt for both terminals3f. Design of remote parking area for taxi staging and employees along with bus plaza for intermediate and future (location not finalized)
3a
3a
3a
3a
3a
3b3b
3c 3c
3c
3d 3d
3d
3e 3e 3e
3e
3e
3e
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The consultant shall be responsible for the design of the following elements (but not limited to) for all the above stages:
a. Elevated roads
b. At grade roads
c. Pavement d. Utility Corridor e. Drainage
f. Street lighting and Electrical g. Security related infrastructure including CCTV, bollards, and Security
Checkpoints
h. Signage
i. Retaining walls and culverts
j. Foot Path
k. Provision for Landscape elements
l. Water supply and piping network for irrigation and landscape purpose. m. At grade Parking
n. Toilets, Security Cabins and other supported facilities for parking o. Road Furniture
p. Adaptive Signals, supporting Infrastructure & centralized control room) q. Bus Stops/Lay bye
The proposed scope of work for each of the stages is as follows:
3.1. Stage 1: Validation of Concept Design
The consultant shall validate the already available conceptual planning options and developed concepts for associated roads and structures. The scope under this stage will include but not limited to the following.
o Understand the landside traffic projections and the completed assessments
of traffic levels on various project roads, junctions and parking areas as per
the concept design. This includes assessment of detailed layouts of planned
projects under T1 interim and T2 such as junctions, grade separators, at
grade roads, elevated roads, utility corridor, provision of metro etc. Also,
consider future development on city side as well.
o Planning report- This should cover developing complete planning report for
the requirement of numbers of lanes, flyover, grade separator, planning of
all the junctions, service level consideration for passenger car unit (to meet
final objective )
o Validation of the capacity analysis based on updated traffic levels for
transport infrastructure requirements of Access roads, intersections and
Parking infrastructure. The data available for T2 concept design shall be
integrated with the assessment.
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o Validation of the information available and preparation of scope for the
required information for Geotechnical Survey, Topographical Survey,
Hydrological Survey (if required), etc.
o Assessment of existing MEP, fire, drainage, sewerage, fuel network, road
network connectivity from as-built information provided by BIAL.
o Propose concept (maximum 3 options) options for the structures (bridges,
underpasses & ramps) with a focus on aesthetics, durability, safety and
convenience to road users, constructability and ease of maintenance and
operation.
o Phasing options (maximum 3) shall be developed with a focus on
constructability, safety and convenience to road users.
o Develop approximate per square metre construction cost estimates for 3
design options prepared.
o Option study for underpasses considering both open cut construction and
diaphragm supported construction, precast deck integral with underpass
walls for faster construction
o Develop approximate per square metre construction cost estimates for
options study on type of underpass construction.
Presentation of options to various stake holders to obtain decision on way forward with
single option including NHAI , Indian Railways, Metro Railway and other statutory authority.
3.2. Stage 2: Development of General Arrangement Drawings
The consultant will develop General Arrangement Drawings for the Access Roads & associated Infrastructure and Terminal Area Forecourt based on the Design Basis Report developed during the previous stage. The scope under this stage will include the following.
a. Updating the Design Basis Report to integrate all the comments and
additional requirements as identified during the Concept Validation
b. Preparation of preliminary plan and profiles for roads, intersections, flyovers,
underpasses, ramps and Utility corridor including GADs.
c. Preparation of preliminary plan for parking and taxi staging areas with
necessary amenities like Drivers café, Toilets, security cabins, etc.
d. Mapping of underground utilities and propose re-routing plan based on
the topographic survey and utility information provided by BIAL.
e. GADs shall consider the provision for Metro Corridor wherever applicable
f. Design of MEP for underpass and flyovers, road network, connectivity of
new terminal towards existing systems, re-design of sewage and
water network and other utilities to cater to the above
interconnection.
g. GADs shall include some options (not more than 3) wherever necessary for
various details and constraints. The selected option shall be developed
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further including the design of enabling works as required to accomplish
this.
h. GADs shall be supported by alternate construction methodology with time
lines and budgetary costs
i. Preparing drawings and submittals for approval from NHAI/ State Roads and
MoR for Railway Bridges.
The consultant shall coordinate with other consultants for the sizing requirements of Utility Corridor to accommodate power, water, sewage and optic fiber network across site for all future development at airport. The primary aim of GADs is to ensure that all the issues with the works have been fully defined, all stake holders consulted, options for resolution identified and evaluated, and preferred options agreed and recommended for approval. The GADs shall be further refined during design development to establish more detailed plans. Design Development will take the form of fully coordinated design of all components of the project and reasonable cost checking of the designs for compliance with the Project Budget.
3.3. Stage 3: Detailed Design
The consultant will carry out detailed design for the GADs which has been agreed with or approved by the stakeholders. The scope under this stage will include the following.
a. Incorporating the comments and any requirements raised by BIAL and other
stake holders to further refine the approved GADs
b. Updated Design Basis Report to integrate all the comments and additional
requirements as identified during the previous stage.
c. Design to be carried out as per IRC specifications
d. Design criteria to provide information on loadings and other related
parameters affecting the design of structures such as but not limited to
i. Structural form of bridge super structure
ii. Structural form of Sub-structure
iii. Proposed arrangement for inspection and Maintenance
iv. Design Life
v. Authorities to be consulted and special conditions required
vi. Materials and Finishes including surface finish for concrete and
structural steel work
vii. Water proofing, surface and sub-surface drainage
viii. Ground conditions
ix. Durability of structures
Any comments on the design criteria from the concerned authorities, client
and reviewers shall be incorporated as appropriate.
e. Provide structural, mechanical, drainage, civil, fuelling and other associated
discipline efforts into one consolidated package
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f. Geotechnical Interpretative Report (GIR) covering geotechnical aspects of
earthworks, including those associated with road pavements, structure
foundation and retaining wall design
g. Detailed Design drawings for
i. Road layout and Alignment works
ii. Elevated Roads
iii. At grade roads
iv. Drainage Works
v. Earthworks
vi. Retaining Walls & Culverts
vii. Embankments
viii. Road Pavement Works
ix. Kerbs, Footways and Paved area works
x. Street Furniture
xi. Security infrastructure
xii. Signage and Road Markings
xiii. Signals (Adaptive Signals with centralised control room)
xiv. Lighting and Electrical works
xv. Structural works
xvi. Utility Corridor
xvii. Utility diversion works
xviii. Water supply and piping network for irrigation and landscape purpose
xix. Parking lots including drainage
xx. Toilets, security cabins, and other supporting facilities for Parking
areas
h. Detailed Design of all associated structures including utility diversions,
preparation of structure drawings and reports etc.
i. Develop Reference plan, setting-out information, alignment, plan, profiles,
mechanical, electrical, drainage, plumbing and other associated disciplines
required and associated structures
j. Provide Detailed Design information for each design element
k. Ensure that all designs are fully coordinated with the architectural, MEP,
services and structural plans
l. Release drawings and specifications in stages to BIAL in order to review the
documents and facilitate the Design consultant’s integration of the same into
main work package.
m. Detailed BOQ
n. Material specifications and Detailed Technical Specifications covering all the
packages and work areas
o. Construction Phasing Plan
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p. Traffic Management Plan during construction
3.4. Stage 4: Tender Document Preparation and Tender Analysis
The Tender documents will be prepared by BIAL and the consultant will support the Client for the preparation of the same. The consultant shall provide the following information for each of the package in consultation with the client and in accordance with standard procedures. This will general consist of the following documents
o Employers Requirements
o Scope of Works
o Specifications – Construction Level detail
o Tender drawings (from stage 2: GADs)
o Bill of Quantities
3.5. Stage 5: Good For Construction
The consultant shall prepare Good for Construction for all the packages in accordance with the implementation timeline of each package based on the Detail Design and Tender documentation. The scope under this stage will include the following.
a. Incorporating the comments and any requirements raised by BIAL and other
stake holders to further refine the approved Detail Design.
b. Develop GFC drawings for all the packages and all elements as described
above in section 3.3.
4. DELIVERABLES
The list of deliverables below is indicative only and the consultant shall include any items that deemed necessary to complete the scope of works.
4.1. Stage 1: Validation of Concept Design
o Traffic Study Report validated from planning effort concluded earlier. o Planning report for both phases, including sizing and design requirements for
all landside elements based on the passenger traffic forecast. o Design Basis Report with necessary drawings, sketches, traffic assessment and
other reports such as calculations, best practices, and regulatory standards to support the design.
o Topographic survey Assessment Report (survey to be provided by the client) o Geotechnical Survey Assessment Report (survey to be provided by the client) o Hydrological Assessment Report o Utility Diversion Report
4.2. Stage 2: General Arrangement Drawings
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o Updated Design Basis Report to incorporate all the comments and concerns raised during the Concept validation stage
o Preliminary Designs for including optioneering for all packages listed in Item 2 o External works, Drainage, and Utilities Drawings of the existing, new and the
integrated lines o Preliminary level design drawings for following but not limited to the list
below:
Road layout and Alignment works
(Plan and Profiles, cross sections, layouts for
intersections/interchanges)
Drainage Works
Earthworks
Road Pavement Works
Kerbs, Footways and Paved area works
Signing and Road Markings
Lighting and Electrical works
General Alignment and other drawings for Structural works
Toilets, Security Cabins, and other supporting facilities for parking
Utility Corridor
Utility diversion works
Security Infrastructure
Adaptive Signals and control infrastructure
Water supply and piping network for irrigation and landscape purpose
o Preliminary Design drawings for all associated structures including utility
diversions, preparation of structure drawings and reports etc. for:
Ramps
Flyovers
Underpasses
Any other structures
o Develop Reference plan, setting-out information, alignment, plan, profiles, mechanical, electrical, drainage, plumbing and other associated disciplines required and associated structures
o Broad material and technical specifications o Broad per square metre construction cost estimates to allow for selection of
the concept o Phasing plans for development of facilities o Preliminary Design Presentation o Submittals for NHAI and MoR approvals.
4.3. Stage 3: Detailed Design
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o Final Design Basis Report (Employer’s Requirements) o Pavement Report, Drainage and Lighting Report Bridges and Structures Report o Updated Drainage Report o Temporary Traffic Management Details based on Phasing Plans. o Detailed Design Report o Detailed Design Drawings for:
Site Clearance and Demolition Drawings
Road layout and Alignment works (Plan and Profiles, cross sections,
layouts for intersections/interchanges)
Grading plans for providing efficient drainage based on rainfall data of
Bangalore and existing contours leading to the outfall.
Safety Barrier Systems
Drainage and Sewerage Drawings
Earthworks
Pavement Designs /calculations / program for design development
Kerbs, Footways and Paved area works
Signing and Road Markings
Lighting and Electrical works
Toilets, Security Cabins, and other supporting facilities for parking
Adaptive Signals and control infrastructure
Water supply and piping network for irrigation and landscape purpose
Utility and Services Drawings
Re-provisioning, Reinstatement and Protection Works/ Enabling
works Drawings
Any other related works
o GA Drawings and Detailed Design drawings for all associated structures
including utility diversions, preparation of structure drawings and reports etc.
for:
Ramps
Flyovers
Underpasses
Any other structures
o Combined Services Drawings (CSD) o Work packaging (min. 4) as per employer’s requirement- to be decided after
completion of preliminary design.
4.4. Stage 4: Tender Preparation and Tender Analysis
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o Bill of Quantities;
o Technical Specifications and Drawings;
o Contractor lay down Areas and Phasing Plan
4.5. Stage 5: Good For Construction Drawings
o GFC Drawings for: Site Clearance and Demolition Drawings
Road layout and Alignment works (Plan and Profiles, cross sections,
layouts for intersections/interchanges)
Grading plans for providing efficient drainage based on rainfall data of
Bangalore and existing contours leading to the outfall.
Safety Barrier Systems
Drainage and Sewerage Drawings
Earthworks
Pavement Designs /calculations / program for design development
Kerbs, Footways and Paved area works
Signing and Road Markings
Lighting and Electrical works
Utility and Services Drawings
Re-provisioning, Reinstatement and Protection Works/ Enabling
works Drawings
Irrigation Network
Toilets, Security cabins and other supporting facilities
Any other related works
o Developing typical cross sections for the roads, intersections, flyovers, underpasses and ramps and other critical locations.
o GA Drawings and GFC drawings for all associated structures including utility diversions, preparation of structure drawings and reports etc. for:
Ramps
Flyovers
Underpasses
Any other structures
o Combined Services Drawings (CSD) o Setting out information o Temporary Traffic Management Details based on Phasing Plans. o Construction phasing and traffic management during construction
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5. SCHEDULE
The time lines for the proposed scope shall be as follows:
5.1. Concept Design
a. Validation of Concept, Planning Report and the Concept development for roads and structures shall be completed within 1 month of issue of LOI.
5.2. Package 1
a. General Arrangement Drawings, Detail Design & Tender Documents shall be submitted within 2 month of approval/ selection of options developed during Concept Validation stage (includes review and approval periods)
b. Good for Construction Drawings in 1 month on approval of detail Design Drawings.
5.3. All other Packages
a. General Arrangement Drawings shall be submitted within 3 months of approval/ selection of options developed during Concept Validation stage (includes review and approval periods)
b. Detailed Design to be submitted within 5 months of approval of Preliminary Design(includes review and approval periods)
c. Tender Documents and BOQ shall be submitted within 1 month from submission of Detailed Design (includes review and approval periods)
d. Good for Construction drawings in 4 months of approval of Detailed Design.
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ANNEXURE B
RFP QUESTIONAIRE
1. BIDDER
1.1 Full Name
1.2 Jurisdiction of Incorporation
1.3 Registration Number
1.4 Registered Address
2. Incorporation Documents
2.1. In case of a firm
2.1.1. Registration certificate
2.1.2. Registration Number (CIN)
2.1.3. Registered Address
2.1.4. Power of Attorney of Authorized
Signatory (Certified true copy)
2.1.5.
Tax Registration Details
- VAT
- Service Tax
- Income Tax
2.1.6. Any other
2.2. In case of Company
2.2.1. Certificate of incorporation, Memorandum and Articles of Association, CIN
2.2.2. Board Resolution/Power of Attorney of Authorized Signatory (Certified true copy)
3. Contact Person for this Proposal
3.1. Name
3.2. Address for Courier
3.3. Office Phone
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3.4. Mobile Phone
3.5. Fax
3.6. E-mail Address
4. Bank Providing Tender, Other Bonds & insurances (as applicable)
4.1. Name of Bank
4.2. Branch of Bank
4.3. Letter from Bidder’s bank/insurance agent stating concurrence to provide
necessary bonds/insurances if selected as the Service Provider.
5. Disclosure of Interests
Please disclose here any beneficial financial interest which exists, or may exist,
between yourselves and the following or their affiliates:
5.1. BIAL
5.2. The GVK group of companies
6. Certifications & Procedures
6.1. Please attach your current corporate Quality Procedure, Safety Manual and
certification(s) for:
6.2. Quality, eg. ISO 9000
6.3. Environmental Management, eg.
ISO 14000
6.4. Other relevant certifications
7. Assumptions in the proposed Proposal
Identify here any provision(s) of the Proposal to which if there is a change, would
materially increase/decrease your price:
8. Authorized Representative Certificate
Full name Signature
Position
Company
Date
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ANNEXURE - C
COVERING LETTER
[On Bidder’s letter head]
[Location, Date]
To:
Vice President-Contracts & Procurement
Bangalore International Airport Ltd.
Project Head Office,
Kempegowda International Airport, Bengaluru,
Devanahalli, Bangalore - 560 300
Dear Sirs:
Subject:Proposal in response to the Request for Proposal for Consultancy Services for
preparation of detailed design and tender documents for landside transport infrastructure
facilities at Kempegowda International Airport, Bengaluru, Devanahalli, Bangalore
1. Having read, carefully examined and understood the above Request for Proposal
and all annexure and other documents attached thereto and all subsequent
addenda and clarifications issued pursuant thereto (collectively the “RFP”), we
hereby offer to perform the Services (as defined in the RFP) in accordance with the
Scope of Services and the terms and conditions set forth in the Agreement provided
as Annexure-E to the RFP and the other RFP documents.
2. We hereby agree and confirm that our Proposal has been prepared strictly in
conformance with the instructions in the RFP (including the forms set forth therein)
and that we shall at all times act in good faith and abide by the terms and
conditions of the RFP during the Bid Process.
3. We agree that we have inspected and examined the RFP documents and have
ascertained that they contain no inconsistencies, errors or discrepancies and have
otherwise familiarized ourselves with all conditions of the RFP which may affect
our Proposal and all queries on other contractual matters have been addressed.
4. Without prejudice to the generality of the foregoing:
(a) We undertake to keep our Proposal valid and open for acceptance without
unilaterally varying or amending its terms for the Proposal Validity Period
stated in the RFP;
(b) We agree that if our Proposal is accepted, we will execute the Agreement,
provide the necessary indemnities & insurances and obtain and provide the
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Performance Guarantee and Parent Company Guarantee (if applicable); all
in accordance with the RFP
(c) We agree to continue to keep in force a valid Tender Bond as stipulated in
the RFP;
(d) We acknowledge and agree that the acceptance of our Proposal and award
of the contract, and the cancellation or modification of the RFP at any
stage is at BIAL’s sole discretion and any decision taken by BIAL in relation
to the RFP (including any award) is final and binding on us and we shall have
no rights or claims arising out of or in relation to any decision of BIAL in
relation to the RFP or the selection process thereunder.
(e) We acknowledge and agree that BIAL is not bound to accept the lowest or
any Proposal or offer that BIAL may receive.
5. We represent and warrant to BIAL that as of the date of submission of the Proposal
and till the end of the Proposal Validity Period (as may be extended):
(a) the information furnished by us is complete, accurate, unconditional and
fairly presented;
(b) we have the necessary technical and financial ability and adequate skilled
and experienced resources for undertaking the Services if our Proposal is
accepted;
(c) we are in compliance with all the terms and conditions of the RFP;
(d) there is no information, data or documents which have not been disclosed
which may prejudicially affect BIAL’s evaluation or decision in relation to
the award of the contract;
(e) we have all the necessary corporate and statutory approvals and
authorizations to participate in this RFP and to submit the Proposal as a
binding offer in response to the RFP, the Confidentiality Undertaking and all
other documents that are required to be submitted pursuant to the RFP,
and to execute and perform the Agreement (if awarded); and
(f) we or the personnel we intend to engage for this assignment are not
disqualified from undertaking the assignment on account of security
clearance by the Government of India, any relevant authority of the
Government of India or by any international agency or other governments
and that at all times we shall provide any information required to assess the
same.
(g) we have factored in all costs and expenses for undertaking the Scope of
Services in accordance with the terms and obligations specified in the
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Agreement and the RFP in the preparation of our Financial Proposal and
that the same is sufficient and reflects our no-regret offer in all respects.
In the event of occurrence of any events or circumstances that would render any of
the foregoing representations and warranties untrue or invalid, we covenant to
promptly notify BIAL of the same.
6. We declare that there has been no material adverse change in our financial and
technical capability with reference to and including any additional exposure to
financial and/or legal risks to us, since the date of submission of our Expression of
Interest. We further declare that we have not been declared ineligible for corrupt
or fraudulent practices in any tendering process.
7. We undertake that we will intimate BIAL of any material change in facts,
circumstances, status or documentation relating to us during the Proposal Validity
Period (as may be extended in accordance with the RFP).
8. This Proposal shall be construed, interpreted and governed, in all respects, by the
laws of India, without reference to its conflict of law principles. The courts at
Bengaluru will have exclusive jurisdiction in respect of all matters arising out of
this Proposal.
9. We have agreed that [______________________] [Insert Authorised Signatory’s
name] will act as our representative and has been duly authorized to submit the
Proposal and authenticate the same, make amendments thereto and undertake
such other actions as set out in the power of attorney / resolution of the board of
directors / authorization attached with this Proposal, which will be binding on us.
10. We have provided details, in accordance with the instructions and in the form
required by the RFP and have attached the same as appendices to this Proposal.
These documents form an integral part of this Proposal:
Part 2 – RFP Questionnaire
Part 3 – Power of Attorney
Part 4 – Financial Information
Part 5 – Proposed Organization Structure & Key Personnel Deployment
Part 6 – Approach, Methodology and Work Plan
Part 7 – Accepted and acknowledged RFP
Yours sincerely,
For and on behalf of [name of Bidder]
Authorized Signature [In full and initials]:
Name and Title of Signatory:
Name of Bidder:
Address:
<Seal of Bidder>
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ANNEXURE D
FORMAT FOR COMMERCIALS IN PROPOSAL
<on Bidder’s Letter Head>
To:
Vice President-Contracts
Bangalore International Airport Ltd.
Project Head Office,
Kempegowda International Airport Bengaluru,
Devanahalli, Bangalore - 560 300
Dear Sir,
Having fully considered the terms of the Request for Proposal for Consultancy Services for
preparation of detailed design and tender documents for landside transport infrastructure
facilities at Kempegowda International Airport, Bengaluru, Devanahalli, Bangalore, we
herewith submit our commercials in Proposal as below:
Sl.No Stage Percentage of
Payment Fee in INR
1.00 Stage 1: Validation of Concept Design 20%
Draft Report and Submittals 50%
Acceptance of Final Report and Submittals 50%
2.00
Stage 2: Development of General Arrangement Drawings 25%
Submittal of Package 1 Draft Documentation 15%
Acceptance of Package 1 Final Documentation 15%
Submittal of Draft Documentation for all packages 35%
Acceptance of Final Documentation for all packages 35%
3.00 Stage 3: Detailed Design 35%
Submittal of Package 1 Draft Documentation 15%
Acceptance of Package 1 Final Documentation 15%
Submittal of Draft Documentation for all packages 35%
Acceptance of Final Documentation for all packages 35%
4.00
Stage 4: Tender Document Preparation and Tender Analysis 20%
Submittal of Package 1 Draft Documentation 15%
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Acceptance of Package 1 Final Documentation 15%
Submittal of Draft Documentation for all packages 35%
Acceptance of Final Documentation for all packages 35%
Total Amount in INR
Service Tax @ 14% on Total Amount
Swach Bharath Cess @ 0.5% Total Amount
Grand Total in INR
Other Terms and Conditions:
a. The above rates shall be inclusive of transport, boarding, lodging, loading,
unloading, sample collection, equipment, consumables, any other incentives and
prevailing taxes if any etc.,
b. Payment shall be made by BIAL based on the actual service provided and against
approval of the valid monthly invoice.
Yours sincerely,
For and on behalf of [name of Bidder]
Authorized Signature [In full and initials]:
Name and Title of Signatory:
Name & Address of Bidder: <Seal of Bidder>
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ANNEXURE-E
TEMPLATE OF AGREEMENT
SERVICES AGREEMENT
This SERVICES AGREEMENT ("Agreement") is entered into on this …..th day of ……., 2016
(the "Execution Date") by and between:
BANGALORE INTERNATIONAL AIRPORT LIMITED, a Company incorporated under the
Companies Act, 1956 represented by its Senior Director Finance and Support Services and
authorized signatory Mr. Bodapati Bhaskar and having its Registered Office at
Administration Block, Bengaluru International Airport, Bangalore 560 300, India,
(hereinafter referred to as "BIAL", which expression shall, unless repugnant to the context
or meaning thereof, be deemed to mean and include its successors-in-interest and assigns)
of the FIRST PART;
AND
………………………………….., a Company incorporated under the Companies Act, 1956
represented herein by its authorized signatory Mr. ………………, having its Registered Office
at …………………………………………………………..(hereinafter called the 'Service Provider', which
expression shall mean and include its consortium partners, representatives, successors-in-
interest and permitted assigns) of the SECOND PART.
The aforesaid parties are hereinafter referred to individually as a 'Party' and collectively
as the 'Parties', as the context may require.
WHEREAS:
A. Pursuant to a Concession Agreement entered into between BIAL and the
Government of India, BIAL has been granted the exclusive right and privilege to
carry out the development, construction, commissioning, maintenance, operation
and management of the Airport (defined later), in accordance with the terms
contained therein.
B. BIAL has a vision for the Airport as an airport of the highest international standards
with emphasis on safety and security, functionality and flexibility and highest
levels of service for the passengers and the users of the Airport.
C. BIAL therefore is desirous to provide ……………………….. at KIAB.
D. The Service Provider is a …………………..
E. Pursuant to BIAL's request for Proposal, the Service Provider has submitted a
Proposal to provide the Services (as hereinafter defined) and BIAL has expressed its
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desire to engage the Service Provider for providing the Services, on a non-exclusive
basis, subject to the terms and conditions set-forth in this Agreement.
NOW THEREFORE, it is agreed as follows:
1. DEFINITIONS
1.1 Definitions
The following words and expressions, as used throughout this Agreement, shall
have the following meanings:
"Agreement" refers to this Service Agreement, and all exhibits and attachments
annexed to this Agreement or otherwise, incorporated by reference; and all
written modifications occurring after the date of this Agreement.
"Airport" means the Greenfield international airport constructed and operated
by BIAL at Devanahalli, near Bangalore in the State of Karnataka and includes
the existing Terminal 1(T1) and further airport developments.
"Applicable Laws" means, all laws, promulgated or brought into force and effect
by the Government of India or the Government of Karnataka including, the
regulations and rules made thereunder, and judgments, decrees, injunctions,
writs and Orders of any Court of record, as may be in force and effect during the
subsistence of this Agreement.
"Commencement Date" means, the date upon which, the Service Provider
commences provision of the Services under this Agreement, being ….. Day of
………, 2016.
"Confidential Information" or "Information" has the meaning assigned to it in
Clause 12 of this Agreement.
"Deliverables" shall have the meaning assigned to it in Clause 4 of this
Agreement.
“Personnel” shall mean the directors, employees (permanent, temporary or
research), auditors, service providers, shareholders, representatives, officers
and any member of the permanent or temporary staff of a Party, or any of its
licensees, sub-licensees or agents who have or may get access to any
Confidential Information and shall include any employee of Service Provider or
any alternate person as notified to BIAL in writing in advance of two business
days’ notice by Service Provider, deployed to render the Services or any part
thereof;
"Professional Fee" shall have the meaning assigned to it in Clause 6.1 of this
Agreement.
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“Project“ means all the works related to environment quality monitoring
criteria carried out / proposed to be carried out by BIAL.
"Purchase Order" shall have the meaning assigned to in Clause 3.3 of this
Agreement.
"Relevant Authority" includes the GoI, AAI, DGCA, BCAS, Department of
Immigration of the Ministry of Home Affairs, CISF (or its equivalent authority),
Department of Customs of the Ministry of Finance or any other subdivision or
instrumentality thereof, or any other authority empowered by the Applicable
Laws.
"Services" shall include all the Services as more fully described in Schedule A
(The Scope of Services) of this Agreement.
"Standard of Care" has the meaning assigned to it in Clause 7.2 of this
Agreement.
"Term" shall have the meaning ascribed to it in Clause 2 of this Agreement.
"Written" or "in writing" means, hand-written, type-written, printed or
electronically made (inclusive of e-mail communication and attachments) and
resulting in a permanent record.
1.2 INTERPRETATION
In this Agreement, except to the extent that the context requires otherwise:
1.2.1 Reference to a "judgment" includes any order, injunction, determination, decree or
other judicial or arbitral tribunal measure in the Indian jurisdiction, which is final
and binding; A reference to a "law" includes common law, the Constitution of India
and any decree, judgment, legislation, direction, order, ordinance, regulation,
by-law, statute, notification, circular, guideline, rule, statutory instrument or
other legislative measure, with which BIAL is required to comply by law (and
"lawful" and "unlawful" shall be construed accordingly).
1.2.2 References in the singular shall include references in the plural and vice versa; A
reference to a "day" means a calendar day; any reference to a "month" shall mean a
reference to a calendar month; and any reference to "year" shall mean a reference
to a calendar year (i.e., twelve (12) months) unless otherwise defined in this
Agreement; References to a particular Clause, paragraph, sub-paragraph, Schedule
or Attachment shall, except where the context otherwise requires, be a reference
to that Clause, paragraph, sub-paragraph or Schedule to this Agreement;
1.2.3 The headings are inserted for convenience and are to be ignored for the purposes
of construction;
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1.2.4 Terms defined in the Schedules hereto shall have the meanings ascribed thereto in
the Schedules when used elsewhere in this Agreement;
1.2.5 The Schedules to this Agreement form part of this Agreement and will be in full
force and effect, as though they were expressly set out in the body of this
Agreement;
1.2.6 Any reference to any agreement (including this Agreement), deed, instrument,
license, code or other document of any description shall be construed, at the
particular time, as a reference to that agreement, deed, instrument, license code
or other document as the same may then have been amended, varied,
supplemented, modified, suspended or notated;
1.2.7 The words "written" and "in writing" includes a facsimile transmission and any
means of reproducing words in a tangible and permanently visible form with
confirmation of the transmission;
1.2.8 The words "include" and "including" are to be construed without limitation;
1.2.9 In case of any ambiguity or discrepancy between the Clauses, the Schedules and
the Purchase Orders, the provisions of the Clauses shall prevail; The term key when
prefixed to any element forming part of the Services herein, shall indicate such
critical element necessary to achieve the Deliverables or the desired results of this
Agreement, as determined by BIAL, and If any payments due hereunder become
payable on a day when principal commercial banks in Bangalore are closed for
business or a day which is declared a holiday under the Negotiable Instruments Act,
1881, such payments shall be deemed due and payable on the next business day
thereafter.
2. TERM OF AGREEMENT
This Agreement shall become effective from the Execution Date. The term of this
Agreement shall be for a period from the Commencement Date up to ……………..,
(the "Term"), unless terminated earlier under the provisions of this Agreement.
Any renewal of this Agreement is not automatic, unless and until previously agreed
by BIAL in writing.
3. SERVICES
3.1 BIAL hereby appoints the Service Provider, on a non-exclusive basis, to
provide the Services more fully described in Schedule A subject to and in
accordance with the provisions of this Agreement (the "Services"), and
Service Provider accepts such appointment by BIAL to provide the Services.
3.2 Changes to Services
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BIAL may at any time and from time to time, request changes (including
alterations, omissions or additions) to the scope of Services under this
Agreement. If such change affects the costs and/or time schedule for
performance of the Services, the Parties shall mutually agree on the
changes in costs and/or the time schedule. Additional services, requested to
be performed by BIAL and accepted by the Service Provider, shall be by way
of Purchase Orders issued as detailed in Clause 3.3.
3.3 Purchase Orders
3.3.1 As detailed in Clause 3.2 above, BIAL shall be entitled to issue
Purchase Order(s) to the Service Provider for the performance of
services under the Agreement. Purchase Order(s) shall also be
issued for additional services. The services or the additional
services to be performed by the Service Provider shall be
detailed in the annexures attached to the Purchase Order. The
time lines for performance of the services or the additional
services shall also be annexed to the Purchase Order.
3.3.2 A Purchase Order may be sent by any mode permitted for
issuance of notices and communications as set forth in this
Agreement.
3.3.3 The Service Provider shall perform the services set forth in a
Purchase Order in accordance with the terms and conditions of
the Agreement.
3.3.4 Implementation in Phases: The Services shall be performed in the
stages, as further detailed in Schedule A & B.
3.4 The Service Provider shall perform the Services from the Commencement Date.
3.5 After completion of each phase/ specific areas of the Services, as further
detailed in Schedule A, Service Provider shall seek written approval from BIAL, which approval shall not be unreasonably withheld.
3.6 Further, BIAL may issue a Notice to Proceed (NTP) to the Service Provider,
prior to commencement of the subsequent phase/ area of Services. The
Service Provider shall be obliged to perform the Services and be entitled for
payment of Professional Fee for the subsequent phase/area only on the
issuance of the NTP by BIAL.
3.7 The additional compensation to be paid by BIAL to the Service Provider for
the additional services shall be stipulated in the payment schedule attached
to the Purchase Order.
3.8 Each Purchase Order, when issued, shall be deemed to form an integral part
of this Agreement.
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4. DELIVERABLES FROM THE SERVICES
Deliverables from the Services: The Deliverables pertaining to the scope of
Services to be provided under this Agreement are as stipulated in Schedule A.
These Deliverables shall be provided by the Service Provider as per the time
schedule stipulated in Schedule B. Upon the Service Provider providing all the
Deliverables to BIAL, the Service Provider shall hand over all documents and
Confidential Information to BIAL. The Deliverables shall not be used by or
through the Service Provider for any purposes other than that of providing the
Services under this Agreement. In the event of any reuse whatsoever of the
said documents by the Service Provider, he shall indemnify BIAL, defend and
hold harmless BIAL from any and all claims, causes, damages, losses, liability
and expenses, including but not limited to attorney's fees resulting from such
unauthorized use. Submission or distribution of the documents to meet
official regulatory requirements or for similar purposes in connection with the
Agreement is not to be construed as publication in derogation of BIAL's
reserved rights. It is expressly agreed herein that, the Deliverables shall not
be used by the Service Provider for any purpose other than those provided
under this Agreement.
5. EXCLUSIVITY
During the Term of this Agreement and for a period of three years thereafter the
Service Provider shall not either in its own name or through its Affiliates, directly
or indirectly, engage in activities deemed by BIAL to conflict with the Services or
the purposes for which such Services are provided.
6. COMPENSATION
6.1 The fixed consideration/ fee for satisfactory completion of the Scope of
Services providing the Deliverables and for performance of all obligations of
the Service Provider pursuant to this Agreement is detailed out in Schedule C
of this Agreement (the "Professional Fee"). The Professional Fee is inclusive of
all taxes. BIAL shall make payments within thirty (30) days from the date of
receipt of valid invoices and clarifications, if sought by BIAL, from the Service
Provider. The Professional Fee shall be subject to deduction of applicable
taxes. The Professional Fee payable by BIAL to the Service Provider for
completion of each phase of the Services and the terms of payment of this
Professional Fee is as stipulated in Schedule C. The Professional Fee shall be
paid by BIAL to the Service Provider only after the completion of each phase of
the Services, based on an assessment process decided by BIAL, to monitor and
report progress, and the terms of payment of this Professional Fee is as
stipulated in Schedule C.
6.2 Payment for additional services
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For performance of any additional services if requested by BIAL in writing
("Additional Services"), BIAL shall pay additional compensation as per the rates
stipulated in Schedule C for such Additional Services and as detailed in the
respective Purchase Orders issued by BIAL from time to time. The expenses
incurred by the Service Provider towards travel and accommodation for the
performance of the Additional Services shall be paid in accordance with the
charges stipulated in Schedule C. The additional compensation for the
Additional Services shall be paid by BIAL within thirty (30) days following the
date of receipt of the Service Provider's valid invoice for such additional
compensation.
6.3 The Professional Fees shall be paid, upon assessment of progress within the
overall schedule of work set forth in Schedule C. Upon the agreement to the
progress achieved for the phase of work as agreed upon in Clause 6.1, in
accordance with the acceptance and completion criteria therefore as set forth
in this Agreement, the Service Provider shall be entitled to invoice BIAL for the
installment of the Professional Fee specified against such period of each phase
of work after the completion of the each phase and as certified by BIAL.
6.4 Review of Invoices
BIAL will review the invoices promptly and notify the Service Provider in writing
of any inaccuracy. The Service Provider's invoices for payment shall be prepared
in the form stipulated by BIAL. Each invoice shall be accompanied by such
supporting documentation and evidence as would enable BIAL to assess the work
performed and which demonstrates to the reasonable satisfaction of BIAL that all
the relevant performance provisions of this Agreement have been met. BIAL may
from time to time stipulate requirements in this regard. BIAL shall be entitled to
make such investigations as it may deem necessary to assess the achievement of
the relevant payment percentage, including the completion or progress toward
completion of the relevant tasks, progress completion of deliverables or
submission of the applicable deliverables. The Service Provider shall provide such
clarifications as BIAL may require enabling such assessment.
6.4.1 Withholding and deductions of payments
Withholding payments:
If BIAL disputes the amount contained in an invoice, BIAL may withhold payment
to the extent that it reasonably believes that the Service Provider is in breach of
its obligations in accordance with this Agreement and shall give the Service
Provider fifteen (15) days' written notice to remedy the deficiency prior to such
withholding. BIAL will pay all undisputed amounts in accordance with this
Agreement. Once the Service Provider has cured the deficiency, BIAL will pay the
Service Provider the amounts withheld. For the avoidance of doubt, it is clarified
that such withheld amount shall not incur any interest.
6.4.2 Deductions
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BIAL may deduct from the Professional Fee or/and Reimbursable Expenses
amounts on account of claims of penalty, costs or claims, loss, damage directly
incurred by BIAL ("Direct Damages") to the extent that they arise from the
negligence, delay, deficiency in Services of the Service Provider. If the breach is
such that the same can be remedied, the provisions of Clause 6.4.1 will apply. In
case the Service Provider fails to remedy the breach, as provided in Clause 6.4.1
above, BIAL has the discretion, with further written notice of three (3) days, to
deduct such amounts from the Professional Fee or reimbursable expenses and this
right is in addition to any other rights available to BIAL under this Agreement.
6.4.3 Penalty
If the service Provider fails to perform any of the services hereunder within the
time specified in the Agreement, BIAL shall levy a penalty at the rate of 0.5%
(point five percent) of the Professional Fees per breach per day subject to
maximum of 5% (five percent) of the Professional Fees per week, subject that the
total penalty will not exceed 10% of the Total Professional Fees.
6.4.4 No payments of invoices or portions thereof shall at any time constitute any
approval or acceptance of the Services under this Agreement, nor be considered
to be a waiver by BIAL of any of the terms of this Agreement.
7. OBLIGATIONS OF THE SERVICE PROVIDER
7.1 Guarantees and Securities
7.1.1 The Service Provider shall on the Execution Date submit to BIAL a
performance bank guarantee for a sum equivalent to five percent (5%)
of the value of contract, that is Professional Fee, from any one of the
Scheduled Banks ("Performance Bank Guarantee" or "PBG"), as
Performance Security for due performance of its obligations under the
Agreement. The Performance Bank Guarantee should be in the format
pre-approved by BIAL, which is attached herewith as Schedule E. The
invoice towards first payment shall be accepted only after compliance
of this Section. The Service Provider shall keep the PBG in force for the
entire Term of this Agreement, by extending the same from time to
time, whether or not the Service Provider receives a reminder for the
same from BIAL, failing which BIAL, without any limitation and without
prior notice, shall have the right to realize the Performance Bank
Guarantee. The PBG shall be refunded only after the three (3) months
of the expiry of this Agreement. The performance security deposit will
not carry any interest.
7.1.2 The Service Provider acknowledges and confirms that the Performance
Security may be invoked by BIAL in its sole discretion for any breach or
neglect or lack of satisfactory performance or non-performance of the
Services under this Agreement; without BIAL being required to prove or
to show to the Service Provider any ground or reason for such
invocation. Such invocation shall be in addition to all other rights and
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remedies available to BIAL. The Service Provider shall, at BIAL's
request, vary the value and/or validity of such securities
proportionately as necessary to reflect the changes in the Agreement.
7.1.3 If the Service Provider fails to extend the validity of the PBG, the same
can be realized / encashed by BIAL. BIAL reserves all rights under this
Agreement including termination for default, if the Service Provider
fails to provide the above PBG within stipulated time. Providing such
PBG is a precondition to execution of this Agreement and to any
payment under this Agreement.
7.1.4 The Service Provider acknowledges that to the extent to which any
inputs are required to be given, issued or made by or on behalf of BIAL
pursuant to the Agreement is contingent upon the prior receipt by BIAL
of any inputs/decisions required to be given, issued, consent provided
or made by any relevant statutory/regulatory body and where the same
is delayed, such delay will not constitute a default of BIAL entitling the
Service Provider to make a claim for either additional costs or any
extension of time.
7.2 Standard of Care
The Service Provider shall perform the Services on behalf of and under the
directions of BIAL and such Services shall be rendered in accordance with the
standards of care, skill and diligence, quality and without errors & deficiencies as
reasonably required of other international Service Providers performing the same or
similar services, of similar size and complexity ("Standard of Care"). The Service
Provider shall be responsible for the acts and omissions of its Service Providers,
partners, sub-contractors, etc. which are in violation of the Standard of Care, as if
they were the acts and omissions of the Service Provider.
7.3 The Service Provider agrees to furnish to BIAL, qualified professionals to perform
the Services. Such professionals shall have the requisite experience and
qualifications necessary for the due performance of the Services and the obligations
of the Service Provider, under this Agreement ("Professionals"). The Professionals to
be deputed by the Service Provider for the performance of Services is detailed in
the deployment schedule attached herewith as Schedule D.
7.4 BIAL shall have the right to ascertain whether such Professionals are satisfactory for
the performance of the Services and shall be entitled to request the Service
Provider to replace any of the Professionals, whether before assigning the work or
after, in the event BIAL is not satisfied with the services of such Professionals; and
the Service Provider shall replace such individuals, immediately. The Service
Provider shall not remove or replace any personnel appointed to key positions
without the prior written approval of BIAL. The Service Provider shall provide to
BIAL the resumes of such personnel and BIAL shall be entitled to interview (via
teleconference) such personnel prior to providing the approval to the Service
Provider.
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7.5 Changes in the scope, manner or timing of the Services shall be authorized by BIAL,
in writing, and shall include, if necessary, an appropriate adjustment in the
Professional Fee and the time schedule. All duly authorized changes shall become
part of this Agreement. Neither Party shall be bound to perform any change until
agreed to by both the Parties, in writing.
7.6 The Service Provider shall, consistent with the Standard of Care, comply with the
laws, codes, and regulations applicable to the Services during the entire period
when the Services are rendered, and on BIAL's request, shall make available all the
documents pertaining to the compliance with the relevant laws.
7.7 Reports and presentations at all stages will be submitted in adequate numbers of
hard and soft formats as applicable.
7.8 Service Provider shall work under the instruction of BIAL and shall report to the
concerned designated officer/ representative of BIAL for its work.
7.9 The Services shall be performed in the stages, as further detailed in Schedule A and
B.
7.10 Personnel- The Service Provider will:
a) procure suitably skilled and experienced Personnel(s) and be responsible for
their use of reasonable skill and care in the performance of the Services;
b) Shall always give BIAL, a list of Personnel(s) in advance who/shall are/be
involved in providing the Services;
c) advise BIAL of the absence or anticipated absence of any Personnel and
substitute the Personnel immediately with 24 hours of such absence during
those with suitable replacements, at no additional cost to BIAL; Service
Provider shall also ensure that Services are not disrupted due to Personnel
absenteeism, including holiday or sickness.
d) The Service Provider shall provide BIAL complete details of its Personnel
engaged in the performance of the Services, Service Provider shall perform pre-
employment screening (background checks) for all Personnel deployed at the
premises of BIAL to render the Services. The checks should include as a
minimum: 1) Educational checks, 2) Reference checks, 3) financial history
(credit checks); 4) criminal records, including arrest records; 5) Character
checks/records etc. as per BIAL’s policy and as desired by BIAL from time to
time and shall if requested by BIAL immediately provide all reports and
documents regarding such background checks of its Personnel to BIAL; Service
Provider shall exercise reasonable diligence in ensuring that it does not assign
to work to any individual/ Personnel who would not pass the background check
procedures. At a minimum, Service Provider shall require each
candidate/Personnel to complete an employment application for employment
with Service Provider. Such application must include an inquiry as to whether
the applicant/Personnel have ever been convicted of a crime. No Personnel of
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Service Provider shall be assigned to perform the Services if he or she discloses
a conviction, within the preceding ten (10) years, for (1) a felony offense, or
(2) a misdemeanor offense involving securities, theft, and fraud, the wrongful
taking of property, embezzlement, or similar offences.
e) recruit, select and deploy Personnel who are adequately trained, qualified for
the performance of the Services under this Agreement. Service Provider shall
ensure that its permanent Personnel/ employees shall serve notice period of
two months, in event of resignation/ termination etc. in order to provide
minimum two months’ time to BIAL for knowledge transfer for the Services as
rendered by Service Provider under this Agreement.
f) be solely responsible for the payment of compensation and all statutory
benefits of its Personnel and shall cause all such Personnel to affirm and
execute an undertaking to the effect that they are not the employees of BIAL
for any purpose whatsoever and that they shall not exercise any rights or seek
or be entitled to any benefit accruing to the regular employees of BIAL
(“Employee Undertakings”). Service Provider shall obtain, maintain and comply
with the terms and conditions of all registrations, licenses, permissions and
approvals required under the Applicable Law, including labour laws for
rendering the Services; Service Provider agrees that if requested by BIAL,
Service Provider shall provide BIAL for inspection with the original Employee
Undertakings. Service Provider will indemnify and keep BIAL safe and harmless
from and against any claims, and actions and shall pay all direct costs,
damages, liabilities, charges and all related expenses that BIAL may incur due
to any claim arising from Service Provider’s violation of applicable labour
statutes in the course of performing the Services.
g) The Service Provider agrees and acknowledges that in no event BIAL shall be
responsible for any claims made in event of any mishap, accident of Service
Provider Personnel(s) during the course of work in BIAL premises. The Service
Provider shall maintain throughout the Term and at no cost to BIAL, insurance
coverage with reputable insurance companies as acceptable to BIAL.
h) implement, monitor and review the Services of its Personnel being rendered
during the Term; and will also exercise requisite control and supervision over
its Personnel in the course of rendering the services and shall ensure that the
Services are rendered in a continuous and uninterrupted manner on a best
efforts basis.
i) In the event that any Personnel engaged/deputed/deployed for rendering
Services is, either; 1) no longer available by reason of resignation or
termination or the like; or 2) unable to render satisfactory services; or 3) not
acceptable to the BIAL by reason of any misconduct or non-performance on the
part of such Personnel of Service Provider or 4) is suffering from some
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contagious disease, illness, Service Provider will replace such individual
promptly by another sufficiently skilled, qualified, and experienced person at
its own cost. Service Provider will, in the discharge of its obligations use all
reasonable endeavors to minimize changes in Personnel. Notwithstanding
anything in this Agreement, Service Provider shall be, and shall at all times
remain responsible for the actions of all its employees and Personnel.
j) Service Provider shall take all reasonable steps to ensure that its Personnel
rendering Services- 1) while rending Services, carry any security pass (such as a
picture ID) that has been issued by Service Provider and BIAL. Such pass must
be presented to security personnel prior to entering the premises of BIAL, and
at any other time on request; 2) immediately report the loss of any security-
related item (such as keys or a security pass) to his/her manager or supervisor;
3) leave the premises at the agreed time (i.e., the official end of the
individual's work day, unless otherwise arranged); 4) enter only those portions
of the premises where his or her presence is necessary for the proper
performance of duties under this Agreement; and 5) comply with any direction
given by his/her manager or supervisor in BIAL. Under current policy, BIAL
reserves the right to search the premises and all objects and the Personnel of
Service Provider (including desks, closets, and business and personal mail,
including that in electronic form).
7.11 Project Site safety and security
a) The Service Provider is under a general obligation to place the highest
importance on safety during the execution of the Services. The Service
Provider shall ensure that all activities undertaken and completed in
accordance with the Agreement are carried out in a safe manner and
complies with all Applicable Laws. The Service Provider also acknowledges
and agrees that it shall take all necessary precautions and measures so as to
ensure that no inconvenience, injury or danger is caused to any Airport
users in or during the performance of the Services. The Service Provider
shall save harmless and indemnify and keep the BIAL indemnified in respect
of all claims, losses, proceedings, damages, costs, charges or expenses of
whatsoever nature arising out or in relation to breach or failure to comply
with the provisions of this Clause 7.11 [Project Site Safety and Security].
b) The Service Provider shall submit regular health and safety reports to the
BIAL's representative in accordance with the requirements of the BIAL's
representative and all Relevant Authority and as required by Applicable
Laws.
c) Without prejudice to any of its obligations under the Agreement, the
Service Provider shall ensure minimally, compliance to the EHSMS policy
laid by BIAL. A Copy shall be shared with the Service Provider.
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d) The Service Provider’s shall maintain the safest possible work environment
and shall ensure protection against accident and injury to the BIAL, workers
and other persons and protection of BIAL’s property, equipment from
damage, loss or destruction.
e) The Service Provider shall comply with all the rules and regulations
established by BCAS or by the BIAL, from time to time, in respect of
security as applicable to the Airport, airports of same or similar sensitivity
classification and shall cooperate with security personnel at the Airport.
f) The Service Provider shall at all times be responsible for the discipline of its
employees, Personnel’s and for ensuring that they perform their duties in a
safe, orderly and clean manner in accordance with the requirements of the
BIAL's representative.
g) Instruments: The Service Provider shall provide, at all times, for the
duration of the Agreement, instruments/equipments for the exclusive use of
BIAL’s representative as directed by BIAL’s representative for carrying out
of his duties in connection with the Agreement. Such instruments must be
approved by the BIAL’s Representative.
h) Security: The Airport areas are governed by various security regulations
mandated by the Bureau of Civil Aviation Security of the Government of
India and by the BIAL’s security department. These regulations govern the
various access restrictions to different areas of the Airport as well measures
to protect areas of the Airport from perceived threats. The Service Provider
shall carry out all Services in compliance of such regulations. All Personnel
of the Service Provider entering the terminal building and various zones of
the Airport shall apply for suitable entry passes along with the supporting
documents and fees and shall obtain the entry pass. The Service Provider
shall be responsible for obtaining the police verification certificate for itself
and its Personnel and the BIAL shall not entertain any request for
exemptions due to any delay in the processing of the certificate.
i) Care of the Services, liability for accidents and damage: Service Provider
shall take full responsibility for care of the Services. The Service Provider
shall bear full risk in and take full responsibility for the care of the Services
(without limitation for the care of any works/services carried out on the
Project Site by other service providers) from the date of issue of the Notice
to Proceed.
j) Responsibility to rectify loss or damage
i. If any loss or damage happens or occurs to the Services or any part thereof
during the period for which the Service Provider is responsible for their care
in accordance with Clause 7.11 subclause i), the Service Provider shall
rectify the loss or damage at the Service Provider's risk and cost, so that the
conform in every respect with the provisions of the Agreement and are to
the satisfaction of the BIAL's representative.
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ii. Service Provider represents that it is liable for care of Services as per this
Clause and would therefore in the event of any contingency, ensure
compliance with (a) Contingency (crisis) plan for managing unexpected
situations; and Continuity (Business Continuity Plan) plan for uninterrupted
services in line with the Recovery Time Objectives of that specific
department, as formed by the BIAL and amended from time to time.
k) Damage to persons and property
The Service Provider indemnifies and keeps indemnified the BIAL against all losses and claims for death, injuries or damage to any person or any property whatsoever which may arise out of or in consequence of the carrying out the services and the remedying of any defects therein and against all claims demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.
8. OBLIGATIONS OF BIAL
8.1 BIAL agrees to comply with all reasonable requests of the Service Provider regarding
providing access to documents and employees, necessary for the performance of the
Service Provider's obligations under this Agreement.
8.2 BIAL shall provide, in a timely manner, full information (including the Confidential
Information), regarding requirements, including a program, which shall set-forth
BIAL's objectives, schedules, constraints and criteria and such other information
reasonably required by the Service Provider for due performance of the Services
under this Agreement. BIAL do not include any responsibility for the accuracy or
completeness of any information or services furnished to the Service Provider under
this Agreement or for the checking or validating of same, except to apply the
appropriate Standard of Care when reviewing the information.
8.3 BIAL will appoint a representative to act on BIAL's behalf in relation to this
Agreement who will liaise with the Service Provider, in relation to this Agreement.
9. INFRINGEMENT, INDEMNIFICATION
9.1 The Service Provider represent, warrant and covenant that there are no
intellectual property right infringements affecting the software, deliverables and
maintenance provided by it to BIAL. The Service Provider shall indemnify and hold
harmless BIAL and its affiliates, and their respective directors, officers and
employees (collectively the "Indemnitees") from and against any and all liabilities
to the extent arising as a result of any claim, suit or proceeding or allegation that
the performance of the Services or the Deliverables or any part thereof, in the
form furnished or as subsequently modified by the Service Provider, constitutes an
infringement of any patent, utility models, mask work protections, trademark,
design, copyright, trade secret, mark or other intellectual property rights or
applications thereof of any third party (collectively, "Third Party Intellectual
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Property Rights"). BIAL shall without undue delay notify the Service Provider of
such infringement claim, suit or proceeding and the Service Provider shall, at its
expense, have the authority, to settle the claim or assume control and defense of
any suit or proceeding, but shall not compromise or settle any suits or claims or
admit any criminal liability or wrongdoing by BIAL and its affiliates, without the
express prior written consent of BIAL; unless any compromise or settlement
includes an unconditional release of any claims against BIAL and its affiliates and
does not involve any stipulation, judgment or injunction against BIAL and its
affiliates. Service Provider shall extend reasonable assistance to BIAL to defend any
such claim, proceeding or suit.
9.2 In the event that the performance of the Services or the Deliverables or any part
thereof are, in such suit or proceeding, held to constitute an infringement or the
use thereof, is enjoined, or if in respect of any claim of infringement or violation
BIAL deems it advisable to do so; the Service Provider shall promptly, at its own
expense and option, take any one of the following actions:
a) procure for Indemnities the right to continue the use of the Deliverables;
b) replace the Deliverables and/or Services with non-infringing deliverables and
services that are functionally equivalent and comply with the Specifications; or
c) modify such Deliverables and/or Services so that they become non-infringing
provided, that
(i) such Deliverables and/or Services as modified complies with scope of
Services under the Agreement and
(ii) the Service Provider shall fully indemnify BIAL for any costs associated with
any such action.
If the Service Provider is unable to fulfill its obligations set forth in the preceding
sentence despite its best efforts, BIAL shall have the right, at the sole cost and
expense of the Service Provider, to procure the right to continue the use of such
infringing Deliverables and/or Services.
9.3 The Service Provider shall indemnify and hold the Indemnities harmless from and
against any and all Liabilities arising or brought against or incurred by any
Indemnities for (a) any injury to persons (including physical or mental injury, libel,
slander and death) to the extent caused by the Service Provider's negligent acts or
omissions or negligence of its respective officers, employees, representatives,
personnel or agents ("Indemnifiers") (b) loss or damage to property, to the extent
caused by the Indemnifiers' negligent acts or omissions (c) violations of Applicable
Laws, Applicable Permits, codes, ordinances or regulations by the Service Provider's
failure to meet the Standard of Care, (d) any claims to the extent arising out of or
in connection with the Service Provider's obligations in accordance with and
pursuant to Clause 11 (Confidentiality) and infringement of Intellectual Property
(e) breach of the terms and conditions of this Agreement (f) any other Liability or
loss that shall have resulted from any negligent or willful act, omission,
commission, deficiency in services or default of the Indemnifiers.
9.4.1 This Section shall survive the expiry or termination of this Agreement.
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10. OWNERSHIP
10.1 The tender/RFP documents, contracts, the specifications, the electronic data,
other documents, all reports-interim or final, electronic data, specifications,
drawings, text, graphics, related other functions and features, in all forms and
formats, together with any modifications, enhancements, revisions, derivative
works or substitutions that may be made by or on behalf of the Service Provider
from time to time, all copies of the foregoing and all intellectual property rights in
and relating to all of the foregoing and all and any other documents, Deliverables
under this Agreement prepared by the Service Provider under this Agreement are
the Deliverables for use solely by BIAL.
10.2 In consideration of the Professional Fee, the Service Provider hereby assigns,
transfers and conveys to BIAL (or undertakes to procure such assignment to BIAL)
free of cost an exclusive, perpetual, royalty free, unrestricted and irrevocable
license in the Service Provider's materials and / or the Deliverables which have
been developed by the Service Provider for the Services or are hereafter prepared
by or on behalf of the Service Provider in the course of or for the purposes of
performing its obligations under this Agreement.
10.3 Service Provider shall grant to BIAL free of cost an irrevocable, perpetual, royalty
free, worldwide exclusive license to use the intellectual property in the
Deliverables for any purpose whatsoever. Such license shall carry the right to grant
sub-licenses and shall be freely assignable to any person.
10.4 The Service Provider shall execute any and all further documents and take any and
all other actions requested by BIAL in order to perfect any assignment, transfer or
license of any such common law, statutory and other reserved rights, including the
intellectual property rights, as required by this Clause 10.
10.5 BIAL shall retain all common law, statutory and other reserved rights, including the
intellectual property rights in all drawings, plans, designs, programmes, diagrams,
specifications, technical data, software, models, reports, calculations, documents
or other items or materials created by or on behalf of BIAL and that are provided
by or behalf of BIAL to Service Provider for the performance of the Services.
10.6 If use of any part of the Deliverables is limited or prohibited, the Service Provider
shall procure the necessary licenses to use.
11. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
11.1 The Service Provider acknowledges that, BIAL is the owner of the Confidential
Information, whether in writing or oral or otherwise. The Service Provider shall
treat this Confidential Information (as hereinafter defined) as strictly confidential,
and shall not use the same either for its own purpose or for that of third parties,
and shall only use it on BIAL's instructions for rendering the Services. For the
purposes of this Agreement, "Confidential Information" or 'Information' shall mean
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and include, information, manuals, data, drawings, books, records, agreements
entered into by BIAL with third parties, photographs and documents, whether in
hard copy or electronic form.
11.2 Confidentiality
The Service Provider acknowledges that, any and all Confidential Information,
including any commercial and technical information and data provided by BIAL to
the Service Provider, shall be considered to be confidential, and the Service
Provider receiving such Confidential Information, shall not, at any time, directly or
indirectly disclose such Information to any person or firm, or use the same, in any
manner, other than in connection with rendering the scope of Services
contemplated under this Agreement, without the prior consent of BIAL. The Service
Provider shall not, unless otherwise agreed (which agreement may be on such
general or specific terms as the Parties may determine), disclose to any third party
any Confidential Information, which is the property of BIAL persuant to this
Agreement or which, otherwise, relates to its business, secrets, dealings,
transactions or affairs or which, relates in any way, to BIAL unless, and to the
extent that, such disclosure:
11.2.1 is reasonably required for the exercise or performance by either Party of its
rights or obligations under this Agreement; or
11.2.2 is required pursuant to any relevant statutory or regulatory requirements or
duties or any requirement of the Applicable Law.
11.2.3 is related to Information, which is already in the public domain, other than
as a result of breach of this Clause, by the Party seeking to make such
disclosure;
Provided that, in the case of any disclosure in accordance with Clauses 11.2.1 or
11.2.2, the Service Provider disclosing such Information shall, so far as reasonably
practicable, impose on the third party receiving such Information such obligations,
as may be appropriate to maintain its confidentiality.
11.3 Notwithstanding what is stated above or anywhere else in this Agreement, the
Service Provider agrees herein that, BIAL may share the contents of this Agreement
and provide the Deliverables developed by the Service Provider to any third party.
11.4 The obligations under this Clause shall survive the termination of this Agreement.
12. SUSPENSION & TERMINATION
12.1 Suspension
BIAL may by written notice to the Service Provider suspend at any time the
performance of all or any portion of the Services to be performed under this
Agreement. The Service Provider shall cease work on such Services (or part thereof
as specified in the notice) on the date stated in the notice, but shall continue to
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perform any unsuspended part of the Services. Upon receipt of notice to resume
suspended Services, the Service Provider shall resume performance under this
Agreement to the extent required in the notice. Suspension by Service Provider for
nonpayment shall only be after 45 days written notice.
12.2 Termination for Default by the Service Provider
BIAL shall be entitled to terminate this Agreement if:
12.2.1 the Service Provider, without reasonable cause, fails to perform the
Services or fails to perform the Services within the time schedule
stipulated herein, except to the extent caused by third parties or events
outside of Service Provider's reasonable control, and does not remedy
within thirty (30) days' written notice to the Service Provider; or
12.2.2 the Service Provider subcontracts the whole of the Services or assigns this
Agreement or its obligations under this Agreement, without the required
agreement / consent of BIAL; or
12.2.3 the Service Provider fails to commence the Services or make progress so
as to fail to meet the time schedule agreed to under this Agreement, or
abandons the Services or plainly demonstrates an intention not to
continue performance under this Agreement; or
12.2.4 the Service Provider is ordered to be wound up by a court; the Service
Provider files a petition for voluntary winding up; or levy of an execution
or restraint on the Service Provider's assets; or appointment of a
provisional liquidator, administrator, trustee or receiver of the whole or
substantially whole of the undertaking of the Service Provider by a court
of competent jurisdiction; or
12.2.5 the Service Provider is in breach of its obligations under this Agreement,
which breach has a material adverse effect on BIAL and, if capable of
remedy, is not remedied by the Service Provider within thirty (30) days
from the date of notice calling upon the Service Provider to rectify the
breach.
12.3 In any of these events or circumstances, BIAL may, upon giving thirty (30) days'
written notice to the Service Provider, terminate this Agreement and in the case of
the events set forth in Clause 13.2.4, forthwith.
12.4 Termination for Convenience
BIAL may terminate or suspend this Agreement for the convenience of BIAL, upon
not less than fifteen (15) days' prior written notice to the Service Provider.
12.5 Consequences of Termination
The Service Provider shall, upon termination of this Agreement:
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12.5.1 immediately discontinue the performance of the Services on the date and
to the extent specified in the notice;
12.5.2 promptly obtain cancellation upon terms satisfactory to BIAL of all
subcontracts or any other agreements existing for the performance of the
terminated Services, or assign those agreements as directed by BIAL;
12.5.3 upon payment of amounts due and liable to be paid, by BIAL to the
Service Provider for Services and/or Deliverables accepted by BIAL, hand
over to BIAL all Deliverables, Confidential Information, documents,
designs, etc., prepared by the Service Provider under this Agreement,
whether complete or in progress;
12.5.4 hand over all documents, information, materials, items and facilities
provided by BIAL for or in connection with the performance of the
Services; and
12.5.5 Comply with other reasonable requests from BIAL regarding the
terminated Services.
12.5.6 BIAL may at its option call upon any securities and guarantees provided
to BIAL pursuant to this Agreement, for any such amount.
12.7 BIAL shall upon termination of this Agreement, pay the Service Provider for any
completed and accepted Services that remain unpaid as of the date of termination,
after deducting any unadjusted advance, previously paid to the Service Provider,
provided further that in the event of termination by BIAL for default pursuant to
Clause 13.2 above, BIAL shall make the aforesaid payments after deducting any
cost or damage incurred or suffered by BIAL as a result of such default or to
recover the same from the Service Provider as a debt in accordance with this
Agreement.
12.8 The rights of BIAL to terminate this Agreement as aforesaid is without prejudice to
its other rights, powers and remedies available at law or under contract.
Termination of this Agreement shall not prejudice or affect the accrued rights,
claims and liabilities of the Parties.
12.9 If the Service is suspended, the Professional Fee shall be equitably adjusted to
provide for reasonable fees, costs and expenses incurred in the interruption and
resumption of the Services, when the Service is resumed.
12.10 Neither party shall be liable to the other for any loss of profit, goodwill or any other
consequential, special or indirect loss or damage in connection with any termination
or suspension or any breach of this Agreement.
13. DISPUTE RESOLUTION / ARBITRATION
Disputes
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Any controversy, claim, cause of action, demand or other dispute arising out of or
relating to this Agreement (collectively the "Dispute") shall be resolved as follows:
13.1 Attempt to Resolve
BIAL and the Service Provider will seek to amicably resolve all Disputes arising
between them. If BIAL and the Service Provider cannot resolve the Dispute within
thirty (30) days of service of notice in writing, by one Party to the other Party to
meet to resolve the Dispute or such a period as BIAL and the Service Provider may
subsequently agree, then it shall be submitted to their respective designated
representatives under this Agreement.
13.2 Reference to Arbitrator
Any Dispute, which the Parties are unable to resolve pursuant to Clause 13.1
within thirty (30) days (or such longer period as the Parties may agree) of the
written notification by one Party to the other of the existence of a Dispute, shall
be finally determined by arbitration in accordance with the Indian Arbitration and
Conciliation Act 1996 by three (3) arbitrators appointed in the manner stipulated
below:
13.2.1 Selection of Arbitrators
Arbitration will be held before three arbitrators. BIAL and the Service
Provider will each appoint one (1) arbitrator with the third arbitrator to be
chosen by mutual agreement of the two (2) arbitrators previously chosen.
The seat of arbitration shall be Bangalore and all arbitration proceedings
will take place in Bangalore and shall be conducted in English. The decision
of the tribunal is final and binding upon the Parties (and enforceable against
them). All the arbitrators must be experienced in resolving large-scale
construction-related disputes. No arbitrator shall be the present or former
employee or agent of, or Service Provider or counsel to either Party or in
any way, related or closely connected with the Parties.
13.2.2 Attorneys' Fees
Each Party shall pay the expenses of the arbitration and the eventual
liability for the costs shall be in terms of the arbitral award.
13.2.3 Finality of Award
The award rendered by the arbitrators shall be final, and judgment may be
entered upon it in accordance with the Applicable Law in any Court having
jurisdiction thereof. This Agreement to arbitrate and any agreement to
arbitrate with an additional person or entity duly consented to by the
Parties to this Agreement, shall be specifically enforceable under the
prevailing arbitration law. This Agreement to arbitrate extends to all
subsequent contracts between the Parties arising out of or related in any
way to the Agreement/Services.
14. INSURANCE & LIABILITY
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The Service Provider shall maintain Professional Liability insurance covering the
performance of Services under this Agreement for an amount equivalent to at the
sum of Professional Fee for all stages/phases. The Service Provider shall provide to
BIAL, insurance certificate(s) showing compliance with these requirements, and
providing that, the required coverage and limits shall not be cancelled without
thirty (30) days’ prior written notice to BIAL.
15. CORRECTION OF ERRORS AND OMISSIONS
If any errors or omissions occur in the Deliverables by the Service Provider, the
Service Provider shall, as a part of the Services, perform or re-perform the Services
required to investigate, correct, document and process remedies of such errors and
omissions, without any additional cost to BIAL, within a reasonable amount of time
specified by BIAL and to the fullest satisfaction of BIAL.
16. REPRESENTATIONS, WARRANTIES AND COVENANTS
Each Party represents and warrants to the other that as of the Effective Date and
for duration of the term of this Agreement, the following representations and
warranties shall remain true, complete and valid:
16.1 it is a company duly incorporated and validly existing under (i) the
Applicable Laws of India, in the case of BIAL; and (ii) the Applicable Laws of
India, in the case of the Service Provider;
16.2 it has the necessary, power and authority and has taken all actions
necessary to validate, execute and deliver this Agreement and perform its
obligations hereunder;
16.3 its obligations under this Agreement will be legally valid and binding and
enforceable against it;
16.4 the execution, delivery and performance of this Agreement will not conflict
with, result in the breach of, or constitute a default under, or accelerate
any performance required under the terms of agreement, understanding,
covenant, or any decree or order to which it is a party or by which it or any
of its properties or assets is bound or affected and does not result in a
violation of any Applicable Law.
17. MISCELLANEOUS PROVISIONS
17.1 Submission of invoices and Deliverables
All invoices for payment and the Deliverables shall be addressed to and marked as
detailed under:
Bangalore International
Airport Limited
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Kempegowda International
Airport, Devanahalli,
Bangalore 560 300
Kind Attn: Sr. VP – Project Development
Reference: <Insert Package Name>
Submission of all such invoices and Deliverables shall be treated as valid only if it is
submitted in accordance with the procedure mentioned above and subject to
verification and acceptance by BIAL.
17.2 Assignment and Delegation
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned or delegated by the Service Provider a party without the prior written
consent of the other party.
17.3 Governing Law
This Agreement shall be construed, and the legal relations between the Parties
hereto shall be determined, in accordance with the laws in India and shall be
subject to the exclusive jurisdiction of the Courts at Bangalore.
17.4 Counterparts
This Agreement shall be executed in two (2) counterparts, each of which shall be
deemed as original; but, all of this together shall constitute one (1) and the same
instrument.
17.5 Entire Agreement
This Agreement supersedes any and all agreements, either oral or in writing,
between the Parties hereto with respect to the rendering of Services by the Service
Provider to BIAL, and contains all of the covenants and agreements between the
Parties with respect to the rendering of such services in any manner whatsoever.
Each Party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which is not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be
valid or binding.
17.6 Partial Invalidity
If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nevertheless continue
in full force, without being impaired or invalidated in any way.
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17.7 Amendment
Any amendment to this Agreement shall become valid only if it is in writing and
signed by both the Parties.
17.8 Notices
Any notices to be given hereunder by either Party to the other may be effected
either by personal delivery or by mail, registered or certified, postage prepaid with
return receipt requested, to the representative of the respective Part and at the
address as specified below. Each party may change that address by written notice
in accordance with this paragraph. Notices delivered personally shall be deemed
communicated as of the date of actual receipt; mailed notices shall be deemed
communicated as of three (3) days after the date of mailing.
If to BIAL:
BANGALORE INTERNATIONAL AIRPORT LIMITED
Alpha-2, Kempegowda International Airport
Devanahalli, Bangalore 560 300
Attention: ………………….
If to Service Provider:
…………………….
…………………….
…………………….
17.9 Force Majeure
Neither of the Parties shall be held responsible for any delay or failure in
performance hereunder caused by fire, strikes of third party's personnel,
embargoes, requirements imposed by the Governmental, civil and military
authorities, acts of God or by public enemy or other similar causes beyond such
Party's reasonable control without fault or negligence and materially and adversely
affecting the performance of either Party.
17.10 Survival of Clauses
All terms, conditions and provisions of this Agreement, which by their nature are
independent of the period of performance, shall survive the cancellation,
termination, expiration, default or abandonment of this Agreement.
17.11 Any failure or delay by a Party in insisting upon the strict performance of any terms
or conditions of this Agreement, or exercise any rights or remedies provided herein
or by law, or to invoke any security or guarantee hereunder or notify a breach, or
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the acceptance of any payment hereunder, shall not construed as a waiver of any
right or remedy of such Party hereunder.
17.12 The Service Provider shall not be liable for any discrepancies in the Service
Provider's documents after submission of the same in electronic form or
transmitted over the internet or extranet and if such discrepancy is on account of
the electronic form or the transmittal process itself.
IN WITNESSES WHEREOF, the Parties have signed this Agreement on the date, month and
year first above written in the presence of the following witnesses:
BANGALORE INTERNATIONAL AIRPORT LIMITED
By
Name: Bodapati Bhaskar
Designation: Senior Director –
Finance and Support Services
In the presence of:
Witness:
Name:
Address:
By
Name: To be inserted at the time of
Agreement.
Designation:
In the presence of:
Witness:
Name:
Address:
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SCHEDULE A - SCOPE OF SERVICES AND DELIVERABLES
As stated in the Annexure A of this RFP
(To be inserted at the time of entering in to the Agreement)
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SCHEDULE B - TIME SCHEDULE
(To be inserted at the time of entering in to the Agreement)
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SCHEDULE C - PROFESSIONAL FEE AND PAYMENT TERMS
(To be inserted at the time of entering in to the Agreement)
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SCHEDULE D - DEPLOYMENT SCHEDULE
Resource Deployment Schedule for this project is as provided below:
(To be provided by the Vendor)
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SCHEDULE E
Format for Performance Bank Guarantee
To
Bangalore International Airport
Limited Administration Block
Kempegowda International Airport,
Devanahalli Bangalore 560 300
Dear Sirs,
Performance Guarantee No:
Amount of Guarantee:
Valid From:
Valid Till:
Claim Period:
Whereas,, having its Registered Office at, (the 'Service Provider'), has agreed to execute
certain works and perform certain services as required by Bangalore International Airport
Limited ('BIAL'), as detailed in the Agreement dated……………..entered into between BIAL
and the Service Provider (the 'Agreement').
As per the terms of the Agreement, the Service Provider has to provide BIAL performance
security for due performance of its obligations under the Agreement. In consideration for
BIAL entering into the Agreement and at the request of the Service Provider, we, [Insert
Bank's name], hereby establish this performance guarantee and unconditionally undertake
to pay to BIAL in India on demand (given in the manner described below) the amount
claimed by BIAL up to a maximum aggregate amount of Rupees Only (INR /-); and
whereas, as per the terms of the Agreement, the Service Provider is required to furnish in
favour of BIAL an irrevocable and unconditional guarantee from a scheduled commercial
bank in India for proper performance of its obligations under the Agreement, which
amounts to Rupees
_____________________________ Only (INR __________ /-) (hereinafter referred to as the
"Guarantee (d) Amount") as performance security. The Service Provider shall keep the
PBG in force for the entire Term of Service Agreement dated as mentioned in the said
Service Agreement.
We, [Insert Bank's name], [Insert Bank Address] (hereinafter referred to as the 'Bank /
Guarantor' which term shall mean and include, unless to repugnant to the context or
meaning thereof, its successors-in-interest and permitted assigns) do hereby
unconditionally undertake to pay BIAL, without any reservation or protest, immediately
upon first written demand, on or before, an amount or amounts (by way of one or more
claims) aggregating to and not exceeding the Guarantee Amount against any loss or
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damage caused to or suffered or would be caused or suffered by BIAL by reason of non-
fulfillment of any of the Service Provider's obligations to BIAL.
We also guarantee to pay amount of claims as determined by BIAL against the Service
Provider, in the event of such claims remaining unpaid for any reason whatsoever,
subject, however, that our liability under this Guarantee shall be restricted to an amount
not exceeding the Guarantee Amount and written demand / claim, if any, should be made
at our counters on or before.
We hereby guarantee, indemnify and undertake to pay the Guaranteed Amount or amounts
due and determined by BIAL on the first demand without demur and notwithstanding any
dispute by the Service Provider.
BIAL shall have the fullest liberty, without affecting in any way the liability of the Bank
under this Guarantee, during its currency, from time to time to vary any of the terms and
conditions of the Agreement or to extend time of performance by the Service Provider or
to postpone for any time and from time to time any of powers exercisable by it against the
Service Provider and either to enforce or forbear from enforcing any of terms and
conditions governing the said permission for rendering service or securities available to
BIAL and the Bank shall not be released from its liability under these presents by any
exercise by BIAL of any liberty with reference to the matters aforesaid by reason of time
being given to the Service Provider, any other forbearance, act or omission on the part of
BIAL or any indulgence by BIAL to the Service Provider or any other matter or thing
whatsoever, which under the law relating to sureties would, but for this provision, have
effect of so releasing the Bank from such liability.
It shall not be necessary for BIAL to proceed against the Service Provider before
proceeding against the Bank and the Guarantee herein contained shall be enforceable
against the Bank, notwithstanding any security, which BIAL may have obtained from the
Service Provider at the time when proceedings are taken against the Bank hereunder and
are outstanding or unrealized.
We, the Bank, lastly undertake not to revoke this Guarantee during its currency, except
with the previous written consent of BIAL, and agree that, any change in the constitution
of the Service Provider or the Bank shall not discharge our liability hereunder. If any
further extension of this Guarantee is required the same may be extended to such
required periods, at our sole discretion, on receiving instructions from the Service
Provider, on whose behalf this Guarantee is issued.
All disputes in the matter will be settled in the Court of competent jurisdiction of
Bangalore, India.
Notwithstanding anything contained herein:
a) Our liability under this Guarantee is limited to a maximum of
Rupees_____________ (the Guarantee Amount).
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b) The Guarantee is valid and will be in force up to and we are liable to pay any part
of the Guarantee Amount if and only if the claim is lodged latest by [Please insert
a date till which is 3 months after the expiry of the Service Agreement
dated. ...........]
c) We will be discharged from all our liabilities under this Guarantee, unless any
written claim under Guarantee is lodged by [Please insert claim expiry date]
Our liability pursuant to this Guarantee is conditional upon the receipt of a valid and duly
executed written claim, in original, by [Insert Bank's name & Address, claim to be lodged
at Bangalore branch], delivered by hand, courier or registered post, prior to close of
banking business hours on, failing which all rights under this guarantee shall be forfeited
and [Insert Bank's name] shall stand absolutely and unequivocally discharged of all of its
obligations hereunder. This Guarantee shall be governed by and construed in accordance
with the laws of India and competent Courts in the city of Bangalore shall have exclusive
jurisdiction.
All claims under this guarantee will be made payable at [Insert Bank's name & Address].
for and on behalf of (the Bank) Signature
Name & Designation
Authorization No. __________________
Name & Place _____________________
Bank Seal/Stamp ________________________
The above Guarantee is accepted by the
Dated at ______________ on ____________