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NOTICE INVITING TENDER FOR ENGAGEMENT OF CONSULTANT …
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1 NOTICE INVITING TENDER FOR ENGAGEMENT OF CONSULTANT FOR PREPARATION OF JOINT VENTURE AGREEMENT AND INCORPORATION OF JOINT VENTURE COMPANY No. KIOCL/BD/JVC/1852 23 Nov 2016 KIOCL LIMITED II BLOCK, KORAMANGALA, BANGALORE -560034
Transcript of NOTICE INVITING TENDER FOR ENGAGEMENT OF CONSULTANT …
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NOTICE INVITING TENDER
FOR
ENGAGEMENT OF CONSULTANT FOR PREPARATION OF JOINT
VENTURE AGREEMENT AND INCORPORATION OF JOINT
VENTURE COMPANY
No. KIOCL/BD/JVC/1852 23 Nov 2016
KIOCL LIMITED
II BLOCK, KORAMANGALA,
BANGALORE -560034
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1. COMPANY INFORMATION
KIOCL Ltd (formerly Kudremukh Iron Ore Company Limited), under the Ministry of Steel,
Government of India, with Mini Ratna I status, formed on 2nd April, 1976 for mining and
beneficiation of iron ore from Kudremukh Mines, is located in the State of Karnataka. KIOCL
had operated the highly Mechanized iron ore mine to produce 22.5 million tones of Run of
Mine (ROM) per annum with state- of- the- art beneficiation technology to produce 7.5
million tons of iron ore concentrate. KIOCL is having expertise in large scale mining,
beneficiation and pelletization.
Presently, KIOCL Ltd is operating Iron Oxide Pellet Plant and Blast Furnace Unit at
Mangalore, Karnataka. The annual capacity of the Pellet Plant is to produce 3.5 million ton of
Pellets and that of Blast Furnace unit is to produce 2.16 lakh ton of foundry grade Pig Iron.
KIOCL has also installed two Captive Power Plants at Mangalore.
KIOCL Ltd is ISO-9001: 2008 certified for Product Quality, ISO-14001: 2004 certified for
Environmental Management and OHSAS: 18001:2007 certified for Occupational Health and
Safety Management System.
Further information about the Company is available at website www.kioclltd.in
2. PURPOSE OF TENDER
2.1 KIOCL has entered into Memorandum of Understanding for Joint Venture with M/S
West Bengal Mineral Development and Trading Corporation Limited (WBMDTCL), A
Govt. of West Bengal Undertaking to prospect iron ore, development of mines,
setting up of value addition plants viz iron ore beneficiation and pelletization plants
in the State of West Bengal.
2.2 KIOCL invites bids under two bid system (Part-I: Techno- Commercial Bid and Part-II:
Price Bid) from competent and reputed consultancy firms with sound technical and
financial capabilities fulfilling the Pre-qualification Criteria as stated in this tender for
rendering consultancy services for preparation of Joint Venture Agreement in
consultation with KIOCL and M/s WBMDTCL and subsequently incorporation of JV
Company under the Companies Act, 2013.
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3. DETAILED SCOPE OF WORK
Phase I: Drafting of JV agreement
i. Understanding of MoU for JV entered between KIOCL and M/s WBMDTCL.
ii. Consultation with KIOCL and M/s WBMDTCL to understand their roles &
responsibilities and scope of the JV Company and JV partners.
iii. Based on mutual discussions with KIOCL and M/s WBMDTCL, preparation of terms of
reference (TOR), identification of Key Area of concerns, Risks and mitigation
measures.
iv. Drafting of Joint Venture Agreement and Share Holding Agreement based on the
above terms of reference and standard terms and conditions
v. Finalization of Joint Venture Agreement and Share Holding Agreement based on
review from the KIOCL and M/s WBMDTCL complying with legal requirements.
vi. Assistance in finalization of Company structure, equity structure etc.
Phase II: Incorporation of JV Company under the Companies Act, 2013
i. Preparation of Memorandum of Association (MoA) and Article of Association (AoA)
for Joint venture Company (JVC) and other activities incidental to incorporation of JV
Company under the Companies Act, 2013.
ii. Submitting application for incorporation of JVC with Registrar of the Company in
compliance with the Companies Act, 2013.
iii. Any other filing activity related to incorporation of JVC and representing on behalf of
this JV Company before RoC till incorporation of JVC.
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4. PRE QUALIFICATION CRITERIA
4.1 Technical: The consultant is required to meet the following Technical criteria
Qualification criteria:
i The Consultancy firm should be a Legal entity/ Registered Firm including LLP under
the Companies’ Act / Partnership Act.
ii Experience of having successfully completed similar works during last 07 years
ending last day of month previous to the one in which bid is invited should be either
of the following: -
a. Three similar completed works costing not less than Rs. 10,00,000/-.
or
b. Two similar completed works costing not less than Rs. 12,50,000/-.
or
c. One similar completed work costing not less than Rs. 20,00,000/-.
4.2 Financial:
i. Average annual turn over towards consultancy services should be more than
Rs. 7.5 Lakhs (Rs. Seven Lakhs Fifty Thousand only) during the last three
Financial Years (FYs) i.e. 2013-14, 2014-15 and 2015-16.
ii. The Net Worth of the company in the FY 2015-16 should be positive.
Note:
a) Bidders are required to submit copy(ies) of 1. Work order copy 2. Work completion
certificate issued by Client 3. Chartered Accountant certified Annual Turnover for
last three financial years along with Net worth for the FY 2015-16 as the documentary
evidences towards fulfillment of pre qualification criteria as above.
b) Consortium bids are not solicited.
c) Similar Works means drafting of Joint Venture Agreement and providing
assistance for incorporation of company under the Companies’ Act of India.
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5. TIME SCHEDULE:
Consultant would be required to complete the work within given time-schedule, however,
tentative time-schedule will be as under:
i Submission of draft Joint Venture Agreement and Share Holding Agreement : 15 days
from the completion of discussions with KIOCL & M/s WBMDTCL
ii Submission of Final Joint Venture Agreement and Share Holding Agreement : 15 days
from the furnishing comments on draft joint venture agreement by KIOCL & M/s
WBMDTCL and concluding all discussions on draft joint venture agreement with
KIOCL & M/s WBMDTCL
iii Submission of draft Memorandum of Association (MoA) and Article of Association
(AoA) for Joint venture Company (JVC) & other documents: 15 days from getting go
ahead from KIOCL
iv Submission of final Memorandum of Association (MoA) and Article of Association
(AoA) for Joint venture Company (JVC) & other documents: 10 days from the
furnishing comments on the same by KIOCL & other JV partner and concluding all
discussions on the same with KIOCL & M/s WBMDTCL
v Incorporation of Company: 07 days from submission of relevant documents to
Registrar of Companies.
6. DELIVERABLES:
Consultant shall prepare following reports/documents for discussions/ deliberations to
KIOCL and other JV partner:
i Draft draft Joint Venture Agreement and Share Holding Agreement: 05 copies + soft
copy
ii Final Joint Venture Agreement and Share Holding Agreement: 05 copies + soft copy
iii Draft Memorandum of Association (MoA) and Article of Association (AoA) for Joint
venture Company (JVC) & other documents : 05 copies + soft copy
iv Final Memorandum of Association (MoA) and Article of Association (AoA) for Joint
venture Company (JVC) & other documents: 05 copies + soft copy
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7. RESPONSIBILITY OF CONSULTANT
7.1 Consultant is required to give presentation on draft & final Joint Venture Agreement,
draft & final Share Holding Agreement draft & final Memorandum of Association
(MoA) and Article of Association (AoA) for Joint venture Company (JVC) & other
documents to officials of KIOCL & M/s WBMDTCL, Board and its sub-committees,
Govt. of India/ Ministry of Steel and any other authorities.
7.2 Consultant shall give 10 nos. of such presentation free of cost at any place in India.
Any discussions at KIOCL’s corporate office or M/s WBMDTCL corporate office will
not be called presentation.
7.3 If consultant called for over and above 10 nos. of presentation then KIOCL shall
reimburse actual to and fro air travel charges for each extra presentation on
submission of bills.
7.4 Consultant may engage reputed law firm for legal vetting of documents or legal
services required to complete the assignments. The fee for the said work to law firm
will be paid by the consultant only. The consultant will be responsible for the work
carried out by his appointed law firm.
8. FEES AND TERMS OF PAYMENT
8.1 KIOCL shall pay fees on lump sum basis for the work. Bidders shall quote the prices
as per the Price Bid annexed at Annexure –III.
8.2 The fee quoted shall be inclusive of all costs to be incurred by the bidder in
connection with this work including the cost of all visits and related cost. The lump
sum fee are exclusive of all statutory taxes/levies applicable in India such as Service
tax & cess thereon and/or any taxes/levies which may be introduced/withdrawn later
and the same shall be payable/recoverable as applicable.
8.3 All the payments shall be made through e-payment (RTGS/NEFT) and the successful
bidder is required to submit e-mandate in prescribed pro forma to facilitate the
same.
8.4 All fees/ bills payable to the consultant under this assignment will be paid within
thirty (30) days of receipt of invoices (supported by necessary documents regarding
progress of work) after statutory deductions. The quoted value of the services
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mentioned hereto will remain firm up to the completion of the assignment in all
respects.
8.5 Terms of Payment: No advance shall be paid to consultant.
8.5.1 Payment schedule
a) 10% on submission of draft joint venture agreement and Share Holding
Agreement to KIOCL.
b) 20 % on submission of final joint venture agreement and Share Holding
Agreement to KIOCL.
c) 20 % on submission of draft Memorandum of Association (MoA) and Article of
Association (AoA) for Joint venture Company (JVC) & other documents
d) 20 % on submission of final Memorandum of Association (MoA) and Article of
Association (AoA) for Joint venture Company (JVC) & other documents
e) 20 % on submission of documents to RoC for incorporation of JV Company.
a) 10 % on incorporation of JV Company.
9. VALIDITY OF OFFER:
9.1 Bids shall be valid for a period of 120 days from the date of opening of Techno –
Commercial Bid.
9.2 If due to any reason the tender could not be finalized within the validity period of the
bid, in such case the bidder will be requested to extend the validity of the bids for a
suitable period. If the Bidder does not extend the validity of its bid for required
period, its bids will not be considered further.
10. PRICE OF TENDER DOCUMENT
The application fee for Tender Documents shall be Rs. 2,000/- (Rupees Two thousand only)
payable either in cash/Bank Demand Draft/ Pay Order/NEFT to M/s KIOCL Limited,
Bangalore.
11. PRE BID MEETING
A Pre-Bid Meeting will be scheduled at 11.00 AM on 01.12.2016 at KIOCL’s Corporate Office,
II Block, Sarjapura Road, Koramangala, Bangalore-560034, Karnataka, India to clarify the
queries of prospective Consultants, if any.
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12. AVAILABILITY OF TENDER DOCUMENT
Tender document shall be available on payment from the places during the period as stated
below:
Date: From 23.11.2016 to 14.12.2016
Time: 10.00 AM to 3.00 PM (on all working days)
Place: Office of General Manager (P, BP&D), KIOCL Limited, II Block, Koramangala,
Bangalore 560034
Tender Documents can also be downloaded directly from the web-sites www.kioclltd.in ,
www.eprocure.gov.in & http://tenders.gov.in and such tenderers, while submitting their
tenders will have to enclose a Bank Draft towards cost of Tender Document along with their
tenders in a separate envelope. The Bank Demand Draft from any Scheduled Bank should be
drawn in favour of M/s KIOCL Limited, Bangalore payable at its branches at Bangalore.
Bidders are requested to continuously follow www.kioclltd.in for any update on tender,
addendum, corrigendum etc.
13. EARNEST MONEY DEPOSIT (EMD)
13.1 The Bid shall be accompanied with Earnest Money Deposit (EMD) of
Rs. 30,000/- (Rupees Thirty Thousand only) in the form of Demand draft/ Pay order /
NEFT/RTGS from any nationalized bank/scheduled bank in India, in favour of
“KIOCL LIMITED” payable at Bangalore. Bids not accompanied with EMD shall be
rejected.
13.2 EMD will be returned to the unsuccessful Bidders without any interest after the award
of the work to Successful Bidder.
13.3 For the Successful Bidder the EMD amount will be adjusted against the Security
Deposit (SD).
13.4 Forfeiture of EMD:
a. EMD will be forfeited, if the bidder withdraws /alters/modify/amends the
tender terms or derogates from the tender in any respect within the period of
validity specified in the tender document after the due date of submission of
bids.
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14. SECURITY DEPOSIT (SD)
14.1 The successful bidder has to furnish 10 % of the order value as Security Deposit as
specified by way of payment of cash/DD or by way of Bank Guarantee from Indian
Nationalised Banks/ Scheduled Banks registered in India in favour of “KIOCL
LIMITED” payable at Bangalore with in 15 days of issue of LoI/Work order. The Bank
Guarantee shall be strictly as per KIOCL format and valid for minimum 01 year
period from the date of issue of LoI/Work Order. Bank Guarantee issued by Co-
operative Banks and Gramin Banks will not be accepted.
14.2 KIOCL will release the SD without any interest on completion of the assignment as
envisaged under the scope of work.
15. TIME LINE
a. Submission of Bid : 3.00 PM on 15 Dec 2016
b. Pre bid meeting : 11.00 AM on 01 Dec 2016
c. Opening of Techno Commercial bids: 4.00 PM on 15 Dec 2016
d. Conducting online bidding cum e-reverse auction: Will be intimated later
e. Opening of hard copies of price bids: Will be intimated later.
16. EVALUATION AND COMPARISON OF BIDS: The detailed process for Bid Evaluation
is explained below:
16.1 First Stage: Techno-Commercial Bid (PART I) Evaluation: KIOCL will evaluate the
Techno-Commercial Bids on the basis of technical parameters and features offered in
the technical bids. KIOCL may call the Bidders representatives for detailed techno-
commercial discussions, clarifications, presentation if required.
16.2 Second Stage- Price bid evaluation:
(a) KIOCL may conduct e-reverse auction with all techno-commercially qualified
bidders through service provider. The procedure for e-reverse auction is at
Annexure- IV.
(b) Hard copy of the price bids submitted by all techno-commercially qualified
bidders will be opened. Intimation will be given to all techno—commercially
qualified bidders to witness the price bid opening. Bidders may witness the
same if they desire so.
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16.3 Third Stage: Composite price comparative statement.
a. Based on the prices received, through Online price bidding cum reverse Auction
and the sealed price bids received along with the offers, a composite price
comparative statement shall be prepared. Placement of order shall be
considered on the L1 price arrived.
b. If, KIOCL desires not to conduct the e-reverse auction, then, the hard copy of the
price bid received will be considered to arrive the L1 price.
17. PENALTY :
In case agency fail to adhere to the timeline for the reason solely attributable to them ,
then Agency shall have no right to get any payment from KIOCL for any effort made and
his Security Deposit shall be forfeited.
18. SECRECY:
18.1 During the term and duration of this Contract, and till 02 years thereafter KIOCL and
CONSULTANT shall not disclose to any third party, any Technical Information,
process data, designs, drawings, plans, specifications, etc. received from the other
party at any time either in whole or in part shall make all reasonable efforts to
preserve the secrecy of the Technical Information and shall not use the same for any
purpose other than the construction, maintenance and operation of the work.
18.2 The above undertaking shall not, however, extend to any such Technical Information
which:
a. Is in the possession of either party prior to its receipt of the same, directly or
indirectly from the other party.
b. Is received by either party without any obligation not to disclose the same.
c. Is or has become part of the public knowledge or literature since receipt of
the same, directly or indirectly.
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19. CONFLICT OF INTEREST
19.1 KIOCL is guided by Central Vigilance Commission (CVC)’s Circular No.08/06/11
dated: 24th June, 2011 on the above matter. (http://cvc.nic.in/cir_emp_05072011.pdf)
19.2 KIOCL requires that the Consultant provides professional, objective, and impartial
advice and at all times hold KIOCL’s interest paramount, avoid conflicts with other
assignments or its own interests, and act without any consideration for future work.
20. OBLIGATIONS OF KIOCL:
KIOCL shall provide copy of MoU for JV entered with State Govt. undertaking. However,
the consultant will not be relieved his obligations to complete the work due to non-
availability of any information.
21. FRAUD PREVENTION POLICY
Every one may take note that a “Fraud Prevention Policy” is being followed by KIOCL,
which provides a system for prevention/detection/reporting of any fraud. It also forbids
everyone from involvement in any fraudulent activity and that where any fraudulent
activity is suspected by anyone, the matter must be reported to the `Nodal Officer`
(Chief Vigilance Officer) as soon as he / she comes to know of any fraud or suspected
fraud. KIOCL requires that Bidder under this contract observe the highest standard of
ethics during the execution of this contract.
22. JURISDICTION OF COURT
22.1 Since the agreement is to be executed at Bangalore, the courts at Bangalore alone
shall have jurisdiction on any dispute arising out of agreement.
22.2 LAW GOVERNING AGREEMENT: The Contract shall be Governed and interpreted in
accordance with the laws in India. Any provision required to be included in a
Contract of this type by any applicable and valid Law, Ordinance, Rule or Regulation
shall be deemed to be incorporated herein.
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23. AUTHORIZED SIGNATORY
A person signing the bid or any documents forming part thereof on behalf of the Bidder
shall be deemed to warrant that he has the requisite authority to sign such document. A
Copy of power of attorney for the authorized signatory for signing of bid shall be submitted
along with proposal. If, subsequently it is revealed that the person so signing has no
authority to do so, KIOCL may, without prejudice to any other civil and criminal remedies,
cancel the contract and hold the signatory liable for all costs and damages.
24. ACCEPTANCE OF TERMS AND CONDITIONS
Bidder shall submit one full set of signed and sealed copy of this Tender including all
Annexures, along with bid, as a token of acceptance of all terms and conditions of this
Tender. Submission of the bid by Bidder will be deemed as agreeing to all the terms &
conditions of KIOCL including payment terms specified herein. Conditional bids shall be
rejected without assigning any reasons thereof.
25. SUBMISSION OF BIDS
25.1 The Bidder shall submit bid in two parts:
a. TECHNICAL AND COMMERCIAL DOCUMENTS - PART I:
i. Tender Document Fee of Rs. 2,000/- in the form of Demand Draft/pay
order/NEFT.
ii. EMD for Rs. 30,000/-in the form of Demand Draft /Pay order/NEFT/RTGS.
iii. Letter of Undertaking in the format as at Annexure I.
iv. Bidders Profile as at Annexure II.
v. Power of Attorney authorizing the person to sign the tender documents.
vi. Copy of the complete set of tender document Signed and affix the
company seal in all pages as a token of acceptance of tender.
vii. Copies of Firm /Company Registration Certificate, PAN Card, Proof of
Experience as per Technical PQ Criteria.
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viii. Copy of Annual Reports, Chartered Accountant certificate and Income
tax returns for FY 2013-14, 2014-15 and 2015-16 as proof of financial
eligibility criteria.
ix. Un-priced Copy of the Price bid as per Annexure-III.
b. PRICE BID - PART II: As per Annexure III.
25.2 The bid shall be submitted by the Bidder in the manner as described below:
a. The first sealed envelope shall contain documents prescribed at clause 25.1(a) PART
I, duly signed by authorized signatory with official seal on all pages. This envelope
shall be super-scribed as “TECHNICAL AND COMMERCIAL DOCUMENTS PART I –
ENGAGEMENT OF CONSULTANT FOR PREPARATION OF JOINT VENTURE
AGREEMENT AND INCORPORATION OF JOINT VENTURE COMPANY.
b. Second sealed envelope shall contain Price Bid as per Annexure III, duly signed by
authorized signatory with official seal on all pages without any
correction(s)/modification(s) and overwriting and super-scribed as “PRICE BID
PART II – ENGAGEMENT OF CONSULTANT FOR PREPARATION OF JOINT
VENTURE AGREEMENT AND INCORPORATION OF JOINT VENTURE
COMPANY.
c. Both the above envelopes should be kept in one single cover and sealed and super-
scribed as BID FOR ENGAGEMENT OF CONSULTANT FOR PREPARATION OF
JOINT VENTURE AGREEMENT AND INCORPORATION OF JOINT VENTURE
COMPANY and addressed to:
THE GENERAL MANAGER (P, BP&D)
KIOCL LIMITED
II BLOCK, KORAMANGALA
BANGALORE 560 034
KARNATAKA, INDIA
d. Last date for submission of the Bid is 15.12.2016 ,3.00 PM.
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26. AWARD OF WORK, CONTRACT AGREEMENT AND COMMENCEMENT
OF WORK
26.1 KIOCL will issue the Two (02) Original copies of Work Order to successful Bidder and
Successful Bidder will sign and seal on all the pages of One (01) copy of the Work
Order as a token of unconditional acceptance and return that copy to KIOCL within a
week of the receipt of Work Order.
26.2 The tender including all enclosures and other correspondences between KIOCL and
the Bidder including Work Order shall be treated as an agreement between KIOCL
and the Bidder for this work. No separate agreement will be executed. Effective date
of contract shall be from the date of issue of Work Order/Letter of Intent.
26.3 The successful bidder shall commence the work on receipt of Work Order/Letter of
Intent.
27. FORCE MAJEURE
27.1 Any delay, in or failure of performance of the CONTRACT by CONSULTANT or
CLIENT shall not constitute defaults by such party or give rise to any claim for
damages against it, if and to the extent such delay or failure of performance is caused
by acts of God, acts of war or hostilities, acts or omissions of Government, invasion,
revolution, civil commotion, blockade, embargo, sabotage, fires, severe earth
quakes, typhoons, cyclones, lightning, plague, epidemic or other act, omission or
circumstances, (excluding monsoon) which are beyond the reasonable control of the
parties affected which they could not have reasonably foreseen and guarded against
and which by exercise of reasonable care and diligence, they are unable to prevent
(hereinafter referred to as Force Majeure). CLIENT shall be the sole judge to decide
whether or not an event is Force Majeure and decision is final and binding. Monsoon
season is not considered a FORCE MAJEURE event.
27.2 The party affected by the occurrence of the event of Force Majeure shall promptly
notify within 10 days of such occurrence to the other part hereto at its
commencement and termination along with the copies of any documents, if any,
showing the existing or termination of such event and its effect on the WORK. Delay
occasioned by Force Majeure shall give rise to an extension of the time for
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performance of either party obligations under this CONTRACT commensurate with
such delay.
27.3 Should CONSULTANT or CLIENT be prevented from fulfilling his obligations as
provided for under this CONTRACT by the existence of a cause of Force Majeure
lasting continuously for a period of forty five (45) days, the party which is so
prevented shall prior to the termination of the Force Majeure condition and after the
expiry of the said period of forty five (45) days have the option to terminate this
CONTRACT without further liability to either party, except that CONSULTANT shall
be paid for the work performed upto the date of such termination.
28. GENERAL:
28.1 In this tender the “General Conditions of Contract for Consultancy Services” of
KIOCL will be applicable, which is available at Annexure – V.
28.2 Bidders are expected to examine carefully the contents of all the documents
provided. Failure to comply with the requirements of NIT will be at the Bidder’s own
risk.
28.3 KIOCL shall not be liable for any mistake or error or neglect by the Bidder in respect
of the above.
28.4 The bidder shall bear all costs associated with the preparation or delivery of its Bid
and for participating in discussions. KIOCL will in no case be responsible or liable for
those costs and expenses regardless of the outcome of the bidding process.
28.5 The Bid and all correspondence incidental and related to Bid shall be written in
English language. Any printed literature and document submitted in any other
language shall be accompanied by authenticated English translation, in which case,
for the purpose of interpretation of the Bid, English translation shall govern.
Responsibility for correctness in translation shall lie with the bidders.
28.6 KIOCL reserves its right to call for original of the supporting documents for
verification if so deemed fit and also cross-check for any details as furnished by the
bidder from their previous clients etc. Bidder shall have no objection whatsoever in
this regard.
28.7 KIOCL will examine the Bids for its completeness, whether the documents have been
signed, whether they are complete and whether the details furnished are generally
in order. Incomplete bids are likely to be rejected.
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28.8 Canvassing in any form by the bidder or by any other agency on their behalf may
lead to disqualification of their Bids.
28.9 KIOCL reserves the right to accept or reject any bid and to annul the bidding process
and reject all bids at any time without thereby incurring any liability to the affected
Bidder(s).KIOCL reserves the right to invite fresh proposals with or without
amendment of the NIT at any stage without any liability or obligation for such
invitation and without assigning any reason thereof.
28.10 KIOCL reserves the right to reject any Bid or Proposal if:
a. At any point of time, a material misrepresentation is made or uncovered for a
bidder
b. The bidder does not respond promptly and thoroughly to requests for
supplemental information required for the evaluation of the Bid or Proposal
Yours faithfully,
For KIOCL Limited,
(B P Pal)
General Manager (P, BP&D)
Mobile: +919449858613
Email: [email protected]
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ANNEXURE – I
(To be submitted in Bidder’s letter head)
LETTER OF UNDERTAKING
To,
The General Manager (P, BP&D),
KIOCL Limited,
II Block, Koramangala
Bangalore - 560034
Sir,
I/We have read the terms and conditions of
the Notice Inviting Tender No.KIOCL/BD/JVC/1852 dated 23 November 2016 for
engagement of consultant for preparation of joint venture agreement and incorporation of
joint venture company.
I/We offer to undertake services as detailed in the scope of work. We undertake to complete
the work as per scope of work within time as specified in terms and conditions of this NIT.
In case of acceptance of the offer by KIOCL, I/We undertake to commence the work after
receipt of work order/LoI.
This offer is valid for a period of 120 days from the date of opening of the Techno
commercial bid.
Yours Faithfully,
Authorized Signatory
Name of the Bidder
Office seal
Date:
Place:
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ANNEXURE-II
BIDDERS PROFILE
(To be submitted in Bidder‟s letter head)
1. Place of registration
2. Principal place of business
3. Name , address and contact nos. of Directors and Principal Office
4. Total revenue in INR ( in last three years i.e. 2013-14, 2014-15 & 2015-16)
5. Nature of business
6. Power of attorney for the authorized signatory for submission of bid and signing of
price bid
7. Name of contact person with designation, address, telephone, telex, fax, e-mail, etc
8. Bank Details for RTGS/NEFT
9. Any other information
Authorized Signatory
Name of the Bidder
Office seal
Date:
Place:
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ANNEXURE-III
(To be submitted in Bidder’s letter head)
PRICE BID
To,
The General Manager (P, BP&D),
KIOCL Limited,
II Block, Koramangala
Bangalore - 560034
SUB: Price bid for engagement of consultant for preparation of joint venture agreement and
incorporation of Joint Venture Company.
REF: NIT No. KIOCL/BD/JVC/1852 dated 23 November 2016.
Dear Sir,
We have gone through the terms & conditions including payment terms and scope of work
given in the NIT and we submit our price bid in accordance with the same.
The price bid has a validity of 120 days from the date of opening of the techno-commercial
offer.
Sl.No. DESCRIPTION OF WORK UNIT AMOUNT IN
INDIAN RUPEES
01
Lump Sum for providing consultancy services
as per scope of work
LUMP SUM
02 Applicable service taxes including Cess
extra @………… % -
TOTAL (Rs)= (01+02) :
( in words Rupees……………………………………………………………………………………….)
Authorized Signatory
Name of the Bidder
Office seal
Date:
Place:
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ANNEXURE-IV
E – PROCUREMENT PROCEDURE
The Country's prestigious Mini Ratna Company, KIOCL Limited has its Pelletisation
Complex and Pig Iron Complex at Mangalore, coastal city of Karnataka and is engaged
in the business of manufacturing and exporting high quality Iron Ore Oxide Pellets and
also supply of Pig Iron for domestic market.
KIOCL Limited has introduced to procure goods / services through e-Procurement
process except steel, cement & proprietary items where the purchase value is more
than Rs. 5.00 Lakhs. As a part of e-procurement process, online bidding cum reverse
auction is being conducted through service provider with the following main objectives:
To bring transparency in the procurement system.
To provide opportunity for bidders to quote their most competitive price.
To get more competitive prices
To save in procurement cost.
The required IT system for e‐procurement shall be developed and same should be secure,
capable of maintaining complete confidentiality at appropriate stages of the bidding
process, so that the tenderers feel confidence in electronically transmitting their price bids.
The help of external agency / service provider may be utilized for conducting online price
bidding cum reverse auction.
As a part of tender document, hard copy of the techno‐commercial and price bids shall be
obtained in two separate sealed covers. Online price bidding cum reverse auction will be
held through service provider among the techno‐commercially acceptable offers.
Subsequently hard copy of price bids of techno‐commercially acceptable offers will be
opened. Composite L1 i.e. lower among e‐bidding cum reverse auction prices and hard
copy prices will be arrived and accordingly placement of order on composite L1 will be
considered.
Digital signatures, a form of electronic signatures, are created and verified using Public Key
Cryptography that is based on the concept of a key pair generated by a mathematical
algorithm, the public and private keys. The bidders should have a valid digital Certificate
issued by any of the valid certifying authorities (CA) to participate in the online bidding.
KUDREMUKH
KIOCL Limited Tel : (080)-25531461-70
(Formerly Kudremukh Iron Ore Company Limited) Fax : (080)-25532153
(A Government of India Enterprise) Website : www.kioclltd.com
Registered Office: e-mail :[email protected]
II Block, Koramangala, BANGALORE-560 034
AN ISO 9001:2008, ISO 14001:2004, OHSAS 18001:2007 COMPANY
21
BUSINESS RULES FOR ON LINE PRICE BIDDING CUM REVERSE AUCTION
ANNEXURE – A
A) General Terms and Conditions of Online Price Bidding cum Reverse Auction
1. Against the Tender Enquiry for the required item/system with detailed scope of
supply as per requisite specification, KIOCL Limited, hereinafter referred to as KIOCL,
may resort to “ONLINE PRICE BIDDING CUM REVERSE AUCTION PROCEDURE” to obtain
most competitive price.
2. For the Online price bidding cum reverse auction, technically and commercially
acceptable bidders are only shall be eligible to participate. Bidders are to ensure that
they have valid digital certificate well in advance so as to confirm participation before the
online price bidding cum reverse auction.
3. KIOCL’s authorized service provider who will provide all necessary training and
assistance before commencement of on line price bidding on Internet. Service provider
shall also explain to the bidders, all the rules related to the Online Price bidding cum
Reverse Auction / Business Rules.
4. Business rules like event date, time, bid decrement, extensions, etc. also will be
communicated through service provider.
5. Any commercial loading shall be intimated to bidders in advance and it shall be
added to price during ONLINE PRICE BID dynamic auction process. For evaluation
purpose, commercial loading if any, shall be added to the quoted price of respective
bidder. However for ordering only the final bid placed by the bidder shall be
considered.
6. Bidding Currency, Price Terms, Bid Price, Unit of Measurement, Validity of Bids : As
per techno-commercial bid submitted by the bidders in line with to the terms and
conditions of respective tender document.
7. Vendors have to fax / e-mail the compliance form in the prescribed form provided
by service provider, before start of Online price bidding. Without this the vendor will not
be eligible to participate in the event.
8. Online price bidding cum Reverse auction will be conducted on schedule date &
time.
9. At the end of Online price bidding cum reverse auction event, the bidders who had
participated in the event has to fax / e-mail the duly signed filled-in prescribed format in
their company letter head as provided on case-to-case basis to KIOCL through service
provider within 24 hours of auction without fail.
22
B) Business Rule for finalization of the Online Price Bidding cum Reverse
Auction.
1. Online price bidding cum reverse auction shall be conducted by KIOCL, on pre-
specified date, while the vendors shall be quoting from their own offices/ place of
their choice. Internet connectivity shall have to be ensured by vendors themselves.
In extreme case of failure of Internet connectivity, (due to any reason whatsoever
may be) it is the bidders’ responsibility / decision to send fax communication
immediately to KIOCL’s authorized service provider furnishing the price the bidder
wants to bid online with a request to the service provider to upload the faxed price
on line so that the service provider will up load that price on line on behalf of the
Bidder. It shall be noted clearly that the concerned bidder communicating this price
to service provider has to solely ensure that the fax message is received by the
service provider in a readable / legible form and also the Bidder should
simultaneously check up with service provider about the clear receipt of the price
faxed. It shall also be clearly understood that the bidder shall be at liberty to send
such fax communications of prices to be up loaded by the service provider only
within the closure of Bid time and under no circumstance it shall be allowed beyond
the closure of Bid time / reverse auction. It shall also be noted that the service
provider should be given a reasonable required time by the bidders, to upload such
prices online and if such required time is not available at the disposal of the Service
provider at the time of receipt of the fax message from the bidders, the service
provider will not be uploading the prices and either KIOCL or the service provider
are not responsible for this unforeseen circumstances. In order to ward-off such
contingent situation bidders are requested to make all the necessary arrangements/
alternatives whatever required so that they are able to circumvent such situation and
still be able to participate in the online price bidding cum reverse auction
successfully. Failure of power at the premises of vendors during the Online price
bidding cum Reverse auction cannot be the cause for not participating in the Online
bidding auction. On account of this, the time for the auction cannot be extended and
neither KIOCL nor service provider is responsible for such eventualities.
2. The detailed process for online price bidding cum reverse auction is explained
below:
The online price bidding event will be conducted in three stages :-
STAGE -I : Online initial price bid
At scheduled time, the screen for On-line price bidding will be launched wherein the
techno-commercially qualified bidders will be allowed to submit their offers through
online.
During the Stage-I online initial price bidding, the bidders would be required to
quote price only on the basis of price terms indicated in their sealed price bid
submitted along with techno-commercial bid before.
23
STAGE –II : Start Bid Price
After the expiry of the time for submission of on-line initial price bids, the lowest
Price will be frozen by the system as the Start Bid Price (SBP) for Stage – III on line
bidding.
Stage – III: Reverse Auction on Start Bid Price
a) In Stage III of the online competitive bidding, computer screen will display
Start Bid Price and which shall be visible to the all vendors participated in the
initial online price bid auction during the start of the reverse Auction. Bidders are
required to start bidding after announcement of Start Bid Price and decrement
amount. Also, please note that the start price of an item in online reverse auction is
open to all the participated online bidders. Any bidder can start bidding, in the
online reverse auction, from the start price itself. If the start price is your own
price, you still need to bid in the online reverse auction. Also, please note that the
first online bid that comes in the system during the online reverse auction can be
equal to the auction's start price, or lesser than the auction's start price by one
decrement, or lesser than the auction's start price by multiples of decrement. The
second online bid and onwards will have to be lesser than the L1 rate by one
decrement value, or lesser than the L1 rate by multiples of the decrement value.
b) Those vendors who have participated in the Initial online Price Bid
Auction, will only be eligible to participate in the subsequent English
Reverse Auction.
c) Online Initial Price Bid will be for 30 minutes and Online English Reverse (no
ties) Auction shall be for a period of one hour with a 30 minutes time difference
between Initial Price Bid and RA. If a bidder places a bid in the last 10 minutes of
closing of the Reverse Auction and if that bid gets accepted, then the auction’s
duration shall get extended automatically for another 10 minutes, for the entire
auction (i.e. for all the items in the auction), from the time that bid comes in. Please
note that the auto-extension will take place only if a bid comes in those last 10
minutes and if that bid gets accepted. If the bid does not get accepted, the auto-
extension will not take place even if that bid might have come in the last 10
minutes. In case, there is no bid in the last 10 minutes of closing of Reverse
Auction, the auction shall get closed automatically without any extension.
However, vendors are advised not to wait till the last minute or last few seconds to
enter their bid during the auto-extension period to avoid complications related
with internet connectivity, network problems, system crash down, power failure,
etc.
d) The commercial loading factor, bid decrement amount shall be specified by
KIOCL before start of bidding. The bidder can bid lower than the start bid price in
reverse auction by a bid decrement or multiple of Bid decrement.
e) Any commercial loading shall be intimated to bidders in advance and it shall
be added to price during dynamic auction process. For evaluation purpose,
24
commercial loading if any, shall be added to the quoted price of respective
bidder.
f) Bidder will be able to view the following on your screen along with the necessary
fields in the English Reverse (no ties) {Reverse Auction}:
a. Leading Bid in the Auction (only total price)
b. Bid Placed by you
c. Your Own Rank
d. Start Bid Price & Bid Decrement value.
g) After the completion of English Reverse Auction (no ties), the Closing Price
(CP) shall be available.
h) At the end of the Reverse Auction, Service Provider will evaluate all the
bids (final price) submitted and final price comparative statement will be
forwarded to KIOCL for further processing.
i) The bidders who have participated in the event, shall be required to submit the final prices, quoted during the English Reverse (no ties) in Annexure-C Format
after the completion of Auction to Service Provider / KIOCL duly signed and
stamped as token of acceptance without any new condition other than those
already agreed to before start of auction.
j) Bids once made by the bidders, cannot be cancelled / withdrawn.
k) During the Online English Reverse (No Ties) Auction, if no bid is received in
the auction system/website within the specified time duration of the online price
bidding cum reverse auction, then KIOCL, at its discretion, may scrap the online
price bidding cum reverse auction process and open only sealed price bids of all
technically and commercially acceptable bidders submitted earlier along with
techno-commercial bids.
l) KIOCL shall be at liberty to cancel the Online price bidding cum reverse auction
process / tender at any time, before ordering, without assigning any reason.
3. KIOCL shall not have any liability to bidders for any interruption or delay in access to
the site irrespective of the cause.
4. Bidders are required to submit their acceptance to the terms and conditions given
above before participating in the reverse auction.
5. Our Service provider shall explain all the Rules related to the Online Price Bidding
cum Reverse Auction/ Business Rules Document to be adopted along with bid
manual. Bidders are required to give their compliance on it before start of bid
process.
6. At the end of the reverse auction, bidder has to provide a detail price break up for
his lowest offer (if KIOCL insists the same) within 24 hours
25
OTHER TERMS & CONDITIONS:
1. The Bidder shall not involve himself or any of his representatives in Price
manipulation of any kind directly or indirectly by communicating with other
suppliers / bidders.
2. The Bidder shall not divulge either his Bids or any other exclusive details of KIOCL to
any other party.
3. KIOCL’s decision on award of Contract shall be final and binding on all the Bidders.
4. Service Provider shall not have any liability to Bidders for any interruption or delay
in access to the site irrespective of the cause.
5. Service Provider is not responsible for any damages, including damages that result
from, but are not limited to negligence.
6. Service Provider will not be held responsible for consequential damages, including
but not limited to systems problems, inability to use the system, loss of electronic
information etc.
Change in Business Rules, Terms & Conditions of Reverse Auction :
1) KIOCL reserves the right to modify / withdraw any of the Business rules, Terms &
conditions of online price bidding cum reverse Auction at any point of time.
2) Modifications of Business rules, Terms & conditions of Reverse Auction will be made
available in the respective tender documents.
3) Modifications made during the online price bidding and Reverse Auction event will
be advised to participating Bidders immediately.
26
ANNEXURE - B
Process Compliance Form
(The bidders are required to print this on their company’s letter head and sign, stamp
before faxing)
To
Service Provider
Sub: Agreement to the Process related Terms and Conditions for the Online price
bidding cum Reverse Auction
Dear Sir,
This has reference to the Terms & Conditions for the Online Price biding cum Reverse
Auction mentioned in the Tender No. .....................................................for ...............
This letter is to confirm that:
1. The undersigned is authorized representative of the company.
2. We have studied the Commercial Terms and the Business rules governing the Online
price bidding cum Reverse Auction as mentioned in your letter and confirm our
agreement to them.
3. We also confirm that we have a valid digital certificate which will be valid for the
subject tender whenever we sign on the bid submission.
4. We also confirm that we have taken the training on the auction tool and have
understood the functionality of the same thoroughly.
5. We also confirm that we will fax the price confirmation & break up of our quoted
price as per Annexure 4 & the price bid format in the tender document.
6. We, hereby confirm that we will honour the Bids placed by us during the auction
process.
With regards
Signature with company seal
Name –
Company / Organization –
Designation within Company / Organization –
Address of Company / Organization –
27
ANNEXURE – C
To Date :
The Service Provider
……………………………………..
………………………………………
Sub: Final price quoted during online price bidding cum reverse auction for supply of
……………………………………………………………………………………….…
Ref: 1. Tender No. KIOCL/………………, dated ……………………….
2. e-Auction dated. ……………………………
3. Our Offer No. …………………………dated ……………………
Dear Sir,
We confirm that we have quoted our Final Prices during the Online price bidding cum
Reverse Auction conducted today and Final Price offered is as under :
**
Sl.No
Description
Qty.
Unit Rate
Total
Note:
Place: Signature
Date: Name, Designation and Seal of the bidder
** To be submitted as per price bid format attached in the tender document
28
ANNEXURE-V
KUDREMUKH
General Conditions of Contract
for
Consultancy Services
First Edition
March 2014
KIOCL Limited
(A Govt. of India Enterprise)
REGISTERED AND CORPORATE OFFICE
II BLOCK, KORAMANGALA, BANGALORE – 560 034
29
FOREWORD
The General Conditions of Contract for Consultancy Services are prepared and
developed by Technical Services Dept, KIOCL Limited, II Block, Koramangala,
Bangalore- 560 034 in co-ordination with the other user departments in the organization.
These Conditions of Contract for Consultancy Services (first edition) are recommended
for general use of consultants for the purpose of providing professional consulting
services. They have been developed to apply to a wide range of consulting services of
major & minor projects.
The General Conditions of Contract for Consultancy services are intended to be amplified
or adapted as required to suit particular be amplified or adapted as required to suit
particular engagements and may be augmented incorporating the Special Conditions of
Contract.
The document is free to download from www.kioclltd.in - General Conditions of Contracts
for Consultancy Services as a pdf document.
-----
30
GENERAL CONDITIONS OF CONTRACT
FOR CONSULTANCY SERVICES
CONTENTS Clause
No.
DETAILS PAGE
NO.
1.0 DEFINITIONS AND INTERPRETATION 3
2.0 OBLIGATIONS OF THE CONSULTANT 6
3.0 OBLIGATIONS OF THE CLIENT 7
4.0 PERSONNEL 8
5.0 LIABILITY AND INSURANCE 8
6.0 AMENDMENTS 9
7.0 CONFIDENTIALITY 9
8.0 SETTLEMENT OF DISPUTES 10
9.0 TERMINATION 10
10.0 GENERAL PROVISIONS 11
11.0 FORCE MAJEURE 12
12.0 LIQUIDATED DAMAGES / PENALTIES FOR
DELAYS AND DEFICIENCIES OF SERVICES.
12
13.0 EXTENSION OF TIME 13
14.0 ESCALATION 13
15.0 FRAUD PREVENTION POLICY 13
16.0 INTEGRITY PACT (IP) 13
17.0 INTEGRITY PACT (IP) FORMAT 14
18.0 ONLINE PRICE BIDDING CUM REVERSE
E-AUCTION
22
31
GENERAL CONDITIONS OF CONTRACT FOR
CONSULTANCY SERVICES
1.0 DEFINITIONS AND INTERPRETATION
1.1 Definitions
Client`s Representative:
The person named as the Client’s Representative/Authorized person as mentioned in
the Agreement/LOI/Work order to operate the tender.
“Applicable Law” means all laws in force and including amendment if any, & effect
as on date hereof and which may be promulgated or brought into force and effect
thereafter in India, including rules and regulations made therein, as may be in force
and effect during subsistence of this agreement/work orders.
“Contract” means the Work order / Agreement, the Letter of Acceptance, the Letter
of Intent, the conditions, the specifications, the drawings, the schedules and further
documents (if any) which are listed in the Agreement or in the Letter of Acceptance or
in the work order.
“Client” means the KIOCL Limited which expression shall also include its legal
successors and permitted assigns.
“Consultant” means the person or group named in the Contract who has to perform
the Services and which expression shall include his/their legal successors and
permitted assigns
“GCC” mean the General Conditions of Contract.
“Government” means the Government of India.
“Party” means the client or the Consultant as the case may be and “Parties” means all
of these entities.
“Period of Consultancy Services” shall mean the time between the Date of
Commencement and end of Period of Completion as given in Agreement /work order.
“SCC” means the Special Conditions of Contract by which these General Conditions
of Contract (GCC) may be amended or supplemented with respect to the particular
service.
i. “Day” means a calendar day
ii. “Month” means a calendar month
iii “Year” means 365 days
32
“Terms and expressions not herein defined” shall have the meanings assigned to
them in the “Indian General Clauses Act, 1897”, or the “Indian Contract Act” or the
Indian Sale of Goods Act or any other applicable Indian Law, as the case may be.
Third Party” means any person or entity other than the Government, the Client / the
Consultant.
Confidential Information
Any professional advice or other information of a sensitive nature, whether or not
specifically identified as confidential and any information about the Parties, or their
businesses, or their Clients gained during the currency of the Agreement that is
not already in the public domain.
Services
The main scope of consultancy services shall be described in work order / agreement
or, in Special Conditions of contract.
Amendments
A change in scope of work, time of completion of job or such services and other
technical or commercial terms.
Working Day
A calendar day other than a Sunday, Statutory or Public holiday.
1.2 Interpretation
In the Contract except where the context requires otherwise
a) words indicating one gender include all genders,
b) words indicating the singular also include the plural and words indicating the
plural also include the singular, and
c) “written” or “in writing” means hand-written, type written, printed or
electronically made and resulting in a permanent record.
The marginal words and other headings shall not be taken into consideration for the
interpretation of these conditions.
1.3 Law Governing Contract
This contract, its meaning and interpretation, and the relation between the Parties shall be governed by the Applicable Law.
33
1.4 Joint and Several Liabilities
If the Consultant is (Under Applicable Law) a Joint Venture, Consortium or other Incorporated Group of two or more Members:
a. These Members shall be deemed to be jointly and severally liable to the Client
for the performance of the Contract.
b. These Members shall notify the Client of their Lead Member who shall have
authority to bind the Consultant and each of these members / persons; and
c. The Consultant shall not alter its nature of association / composition or legal status
without the prior written consent of Client. 1.5 Communication and Language of Contract
1.5.1 Communication to be in writing
Communications between Parties will be effective only when in writing. Verbal
communication, if any, must be confirmed in writing immediately later on. Any
notice, request or consent shall be deemed to have been given or made when
delivered in person to an authorized representative of the Party to whom the
communication is addressed, or when sent by registered mail, email or facsimile to
such Party at the address specified in the invitation to bids. Notices shall be deemed
to be effective as follows:
a. In case of personal delivery or registered mail, on delivery
and
b. In case of emails & facsimiles, 24 hours following confirmed transmission.
1.5.2 Language of Contract
The Contract would be executed in English which shall be controlling language for all
matters relating to meaning or interpretation of this Contract. 1.6 Commencement, Completion and Modification of Contract
1.6.1 Effectiveness of Contract
The Contract shall come into force and effect on the date (the “Effective Date”) of
issue of Letter of Intent/ Work Order unless otherwise specified, if any, listed in the
order / SCC.
1.6.2 Completion of Services
The targeted date of completion and date of commencement shall be as specified in
SCC / as given in the work order/agreement.
1.7 Suspension
The client may, by written notice of suspension to the Consultants, suspend all or part
of services and payments to Consultants there under if the Consultants fail to perform
any of the obligations under the Contract, including carrying out of the Services,
provided that such notice of suspension shall a) specify the nature of failure and b)
request the consultants to remedy such failure within a period not exceeding thirty
(30) days.
34
2.0 OBLIGATIONS OF THE CONSULTANT
2.1 The Services
The Consultant must:
Provide the Services as per the agreement /work order in compliance with
terms & conditions of the contract and as per the Special conditions of contract
of the order.
Perform the Services in accordance with the time schedule as specified in
the agreement / work order.
Advise the Client/its representative promptly if additional briefing or
information is required from the Client to avoid any delay to the provision of
Services or Works.
2.2 Conflicts of Interest – Between Client and Consultant.
The Consultant must try to ensure that conflicts of interest do not arise, and notify
the Client immediately in writing if it is thought that a conflict of interest may arise
or has arisen.
Where a conflict of interest is identified and the Client has given informed
consent, the Consultant must establish structures and practices which:
ensure that the conflict is avoided in practice; or
if avoidance is not practicable, ensure that the effects of conflict are
minimised.
In either situation, the Consultant must inform the Client of the actual
practices that have been reputable.
2.3 Public Statements
The Consultant shall not make any public or media statements to anyone about this
Agreement, the Services or the Works under taken by consultant without the Client’s
written approval.
2.4 Delay
If at any time the Consultant’s performance falls behind the schedule / programme
set out (as amended from time to time in accordance with the Agreement/work
order), then the Consultant shall notify the Client and, where due to matters
within the control of the Consultant, shall take all practicable steps to remedy such
delay.
2.5 Subletting or transfer of agreement
35
Consultant shall not sublet, assign or otherwise transfer his rights or obligation under
contract or any part of the same to any party without the previous written consent of
the Client except for the items already identified. 2.6 Indemnity
2.6.1 The Consultant assumes the responsibility for and shall indemnity and save harmless
the Client from all liability, claims, cost, expenses, taxes and assessments including
penalties, punitive damages, attorney`s fee and court cost which are, or may be
required with respect to any breach of the Consultant’s obligations under the
Contract, or for which the Consultant has assumed responsibility under the Contract,
including those imposed under any contract, local or national law or laws, or in
respect of all salaries, wages or other compensation of all persons employed by the
Consultant in connection with performance of any work covered by the Contract and
vice versa. The Consultant shall execute and deliver such other further instruments
and to comply with all the requirements of such laws and regulations as may be
necessary there under to confirm and effectuate the Contract and to protect the
Client and vice versa.
2.6.2 The Client shall not be in any way held responsible for any accident or damages
incurred or claims arising from during discharge of the obligations by Consultant
under this Contract and vice versa.
3.0 OBLIGATIONS OF THE CLIENT 3.1 Payment
On completion of the contracted milestones of the services successfully and satisfactorily
performed by the consultant under this contract, the client shall make the payment of
consultant fees as per the payment terms & conditions of the work order / Agreement.
3.2 Provision of Information to the Consultant
The Client must:
provide, free of charge the information to the best of his knowledge
in response to the Consultant’s request, provide additional relevant
information, within a timeframe that does not materially delay the
Services or the Works;
accept responsibility for the accuracy of information provided. The
Consultant is expected to review all the information provided to
ensure that it contains no manifest errors or omissions. No Variation
will exist if the information contains manifest errors or omissions that
the Consultant should reasonably have been expected to find.
3.3 Client Decisions
The Client must respond to any written request from the Consultant for a decision
36
(contractually obliged to be taken by the client) within a reasonable time, to avoid
or minimise any delay to the provision of the Services or Works.
If the Services are to be provided in stages, then the Client must approve the current
stage before the Consultant may proceed with the next stage. If the Client has any
concerns with the current stage, the Client shall notify the Consultant of these in
writing prior to giving approval for the Consultant to proceed to the next stage.
3.4 Assistance to the Consultant
The Client shall co-operate with the Consultant and not to obstruct the
performance of the Services.
The Client shall, as for as practicable:
provide free of charge the personnel, equipment and other facilities
under his obligation as per the terms of the contract.
allow the Consultant to visit the site and other locations associated with
the services as per the terms of contract.
Timely obtain and pay for all consents, certificates, approvals, authorities,
licences and permits that are needed to lawfully carry out the Works,
except where they are to be obtained by the Consultant.
4.0 PERSONNEL 4.1 Client’s Representative
The Client’s Representative has authority to give the Consultant instructions on the
Client’s behalf; and may monitor, review, approve, accept, reject or confirm any
part, or all, of the Services.
If the Client changes the Client’s Representative, the Client shall inform the same
to the Consultant in writing.
4.2 Consultant’s Representative
The Consultant’s authorized representative has authority to receive instructions on
behalf of the Consultant and for co-ordinating and providing the Services as agreed
on a day-to- day basis, and must communicate with the Client’s Representative as
and when required.
5.0 LIABILITY AND INSURANCE 5.1 Consultant’s Liability
Where the Consultant breaches the Agreement/work order, the Consultant is liable
to the Client for reasonably foreseeable claims, damages, liabilities (including any
37
liability of the Client to a third party), losses or expenses caused directly by the
breach.
5.2 Contributory Conduct
If either Party is found liable to the other (whether in contract, tort or otherwise),
and the claiming Party and/or a Third Party has contributed to the loss or
damage, the liable Party shall only be liable to the proportional extent of its own
contribution.
5.3 Duration of Liability
Neither party shall be liable for any loss or damage occurring after the Defect
Liability Period or, as stated in the Special Conditions of the Contract.
6.0 AMENDMENTS 6.1 Amendments to the Services
The Client may issue amendment to the Services, in writing, or may ask the
Consultant to propose a Variation to the Services, the impact of which on the cost,
programme and completion date for the Services shall be agreed upon mutually
between the parties.
7.0 CONFIDENTIALITY 7.1 Client Obligations
The Client must:
identify Confidential Information at the time it is supplied to the Consultant;
keep all Confidential Information relating to the Consultant confidential and
only use it for the purposes it was made available for;
7.2 Consultant Obligations
The Consultant must:
identify Confidential Information at the time it is supplied to the Client;
keep all Confidential Information relating to the Client or, provided by the
Client or the Client’s project confidential and only use it for the purposes it
was made available; and
not disclose any Confidential Information relating to the Client or the
Client’s project or the Works without the Client’s written approval, unless it
is necessary for the purposes of the Services or Works to disclose it to any
appropriate third party, or as required by law.
38
Consultant shall not prepare articles or take photographs for publication or
make speeches about the work and /or plant(s) and installation without prior
written consent of Client.
7.3 Exclusions
Information shall cease to be Confidential Information when the information is
publicly available through no unauthorized act of either Party.
If either Party is legally bound to disclose Confidential Information, that Party
must first advise the other Party what information will be provided and limit the
information to that required by the law.
8.0 JURISDICTION OF COURT The Courts at Bangalore will have jurisdiction on any dispute arising out of this NIT.
8.1 The further progress of any work under the Contract shall continue, unless
otherwise found technically in-feasible, during the dispute settlement mechanism
proceedings and no payment due to the Consultant or payable by the Client shall
be withheld on account of pendency such proceedings.
8.2 Recovery of Sums Due
If under this Contract any sum of money is recoverable from and payable by the
Consultant and the Client has preferred any claim against the Consultant, the Client
shall be entitled to recover and/or to retain such sum by appropriating, in part or
whole, as the case may be shall be deducted, retained from any sum then due on
which at any time thereafter may become due to the Consultant under this or any
other Contract with the Client. In the event of such sums being insufficient, then the
balance or the total sum recoverable the Consultant shall pay the Client, on
demand, the remaining balance due.
9.0 TERMINATION
The Client may, by a written notice of termination not less than thirty (30) days to the Consultants after occurrence of any of the following events specified in paragraphs (a) through (f) of terminate the Contract. a) If the Consultants fail to remedy a failure in the performance of their obligations
hereunder, as specified in Clause GCC 1.7 hereinabove, within thirty (30) days of
receipt of such notice of suspension or within such further period as Client may
have subsequently approved in writing.
b) If the Consultants become (or, if Consultants consist of more than one entity, if any
of their Members becomes) insolvent or bankrupt or enter into any agreements
39
with their creditors for relief of debt or take advantage of any law for benefit of
debtors or go into liquidation or receivership whether compulsory or voluntary or
persistently disregards laws, ordinances, rules, regulations or orders of any
public authority having jurisdiction or otherwise is guilty of breach of Agreement;
c) If the Consultants submit to Client a statement , which has a material effect on the
rights, obligations or interests of the Client and which the Consultants are aware
to be false;
d) If as result of force majeure, the Consultants are unable to perform a material
portion of the Services for a period of not less than sixty (60) days; or
e) If the Consultant, in the judgment of Client has engaged in corrupt or fraudulent
practices in competing for or in executing the Contract
f) Under exceptional circumstances, the Client is free to terminate the contract
either in whole or portion thereof, in such cases, Client will compensate for the
services carried out till the date of cancellation as per mutually agreed terms
of the contract.
For the purpose of this clause:
1. “Corrupt practice” means the offering, receiving or soliciting anything of
value to influence the action of a public official during the process of contract
finalization or contract execution.
2. “Fraudulent practice” means any action or omission, including
misrepresentation that knowingly or recklessly misleads, or attempts to
mislead, a party to obtain a financial benefit or to avoid an obligation.
10.0 GENERAL PROVISIONS
10.1 Law and Currency
This Agreement is subject to Indian law. References to Rupees are references to
Indian Rupees unless otherwise stated.
10.2 Events beyond Control
Should any event occur which:
is beyond the control of either Party; and
is neither directly nor indirectly caused by either Party; and
prevents the performance of the Services (in whole or in part)
required under this Agreement,
then those Services will be suspended until such time that it becomes practicable to
recommence the Services. This does not include events personal to either Party,
40
such as ill-health or lack of funding or resources.
In the event that there is a reasonable likelihood that the Services are not able to be
recommenced, then this Agreement may be terminated by the Client.
In circumstances where the Services or part of the Services have to be suspended or
delayed, the Consultant will be allowed extra time to complete the Services and
such extra time should be reasonable in the circumstances.
10.3 Reporting
The Client and the Consultant shall review and discuss the progress of the
Services, as agreed from time to time, or as reasonably requested.
11. FORCE MAJEURE
11.1 Any delay, in or failure of performance of the CONTRACT by CONSULTANT or
CLIENT shall not constitute defaults by such party or give rise to any claim for
damages against it, if and to the extent such delay or failure of performance is caused
by acts of God, acts of war or hostilities, acts or omissions of Government, invasion,
revolution, civil commotion, blockade, embargo, sabotage, fires, severe earth
quakes, typhoons, cyclones, lightning, plague, epidemic or other act, omission or
circumstances, (excluding monsoon) which are beyond the reasonable control of the
parties affected which they could not have reasonably foreseen and guarded against
and which by exercise of reasonable care and diligence, they are unable to prevent
(hereinafter referred to as Force Majeure). CLIENT shall be the sole judge to decide
whether or not an event is Force Majeure and decision is final and binding. Monsoon
season is not considered a FORCE MAJEURE event.
11.2 The party affected by the occurrence of the event of Force Majeure shall promptly
notify within 10 days of such occurrence to the other part hereto at its
commencement and termination along with the copies of any documents, if any,
showing the existing or termination of such event and its effect on the WORK. Delay
occasioned by Force Majeure shall give rise to an extension of the time for
performance of either party obligations under this CONTRACT commensurate with
such delay.
11.3 Should CONSULTANT or CLIENT be prevented from fulfilling his obligations as
provided for under this CONTRACT by the existence of a cause of Force Majeure
lasting continuously for a period of forty five (45) days, the party which is so
prevented shall prior to the termination of the Force Majeure condition and after the
expiry of the said period of forty five (45) days have the option to terminate this
CONTRACT without further liability to either party, except that CONSULTANT shall
be paid for the work performed upto the date of such termination.
41
12.0 LIQUIDATED DAMAGES / PENALTIES FOR DELAYS AND
DEFICIENCIES OF SERVICES.
Time is the essence of the contract, it shall be the bounden duty of the consultants to
strictly adhere to time for performance of various services indicated in the contract.
Delays and deficiencies on part of consultants shall attract penal provisions.
(a) In case of delays without valid reason, the consultants shall be liable to pay
liquidated damages at one-half of one percent (0.5%) per week of the contract
price subject to a maximum of ten percent (10%) of contract price.
(b) Additionally, for deficiencies in services a fine up to a total five (5%) of
contract value may be imposed.
13.0 EXTENSION OF TIME
13.1 If CONSULTANT believes that the work is being delayed owing to the failure of
CLIENT to keep a commitment, he shall immediately notify CLIENT in writing, if
CLIENT is satisfied that the reasons stated by CONSULTANT have a bearing on
the time schedule and that such delay cannot be made up by CONSULTANT by
rearranging the sequence of job, a change in method, or in any other way, then
CLIENT shall extend, the said specified required completion time for a period of
time equivalent to any such delay on receipt of request from the CONSULTANT
along with full justification. The decisions of CLIENT in this regard shall be final
and binding on the consultant.
13.2 The Consultant shall not delay / discontinue the job for want of grant of extension
of time.
14.0 ESCALATION
No escalation will be admissible on fee on any account unless otherwise specifically
brought out in the agreement / work order.
15.0 FRAUD PREVENTION POLICY
Every one may take note that a “Fraud Prevention Policy” is being followed by
KIOCL, which provides a system for prevention/detection/reporting of any fraud. It
also forbids everyone from involvement in any fraudulent activity and that where any
fraudulent activity is suspected by anyone, the matter must be reported to the `Nodal
Officer` (Chief Vigilance Officer) as soon as he / she comes to know of any fraud or
suspected fraud.
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16.0 INTEGRITY PACT 16.1 The Bidder must accept the “Integrity pact” as per the pro-forma, enclosed with the
Bid document and shall submit the same duly signed on all pages along with the Part-
I of the bid.
The procedure for submission of Integrity Pact is as under:
The Bidder shall submit the Integrity Pact on his Company’s letter head duly
signed by the authorised representative on all pages.
All the pages of the Integrity Pact shall be signed by both KIOCL LTD. as well
as the Bidder.
The Bidder shall not change the content of the Integrity Pact.
KIOCL’s authorized signatory will sign the Integrity Pact after opening of the
Bid.
16.2 Independent External Monitors (IEMs) have been appointed by KIOCL Limited for
implementation of Integrity Pact Programme (IPP). Details of IEM`s are available in
the NIT.
17.0 INTEGRITY PACT (IP) Format:
THIS AGREEMENT is entered into between the following Parties:
KIOCL Limited, II Block, Koramangala, Bangalore 560 034 hereinafter referred
to as “The Principal”,
and
Name & Address of the Party
……………………………………
…………………………………..
……………………………………
Herein after referred to as “The Tenderer/ Consultant”
Preamble
43
The Principal intends to award a contract, following its laid-down organizational
procedures,………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
…………………………………………………………………………………………...The
Principal values full compliance with all relevant laws and regulations and the
principles of economical use of resources and of fairness and transparency in its
relations with its Tenderer(s) and /or Consultant(s).
In order to achieve these goals, the Principal cooperates with the renowned
international Non-Governmental Organization, "Transparency International" (TI).
Following TI's national and international experience, the Principal will appoint an
Independent External Monitor (IEM) who will monitor the tender process and the
execution of the Contract for compliance with the principles mentioned below.
IT IS AGREED AS FOLLOWS:
Definitions:
a) “Principal” means KIOCL Limited, incorporated under the Companies Act 1956,
having their registered office at II Block, Koramangala, Bangalore – 560 034 and
includes their successors.
b) “Tenderer” means the person, firm or company submitting a tender against the
Invitation to Tender and includes his/ its/ their staff, consultants, parent and associate
and subsidiary companies, agents, consortium and joint venture partners, sub-
consultants and suppliers, heirs, executors, administrators, representatives,
successors.
c) “Consultant” means the Tenderer whose tender has been accepted by the principal
or Company whose tender has been accepted and shall be deemed to include his/
its/ their successors, representatives, heirs, executors and administrators unless
excluded by the Contract.
d) "Independent External Monitor" means a person, hereinafter referred to as IEM,
appointed, in accordance with clause 8.a below, to verify compliance with this
agreement.
e) "Party" means a signatory to this agreement.
f) “Contract” means the contract entered into between the Principal and
Tenderer/Consultant for the execution of work mentioned in the preamble above.
Commitments of the Parties
44
Section 1 - Commitments of the Principal
The Principal commits itself to take all measures necessary to prevent corruption
(inducement to violate duty assigned to its employees) and to observe the following
principles;
i) No employee of the Principal, personally or through family members or any third
person, will in connection with all stages of tendering or the execution of Contract,
demand or take a promise, or accept, for him/herself or any third person, any
material or non-material benefit which he/she is not legally entitled to;
ii) The Principal will, during the tender process, treat all Tenderers with equity and
reason. The Principal will in particular, before and during the tender process,
provide to all Tenderers the same information and will not provide to any Tenderer
any information/ clarification through which the Tenderer could obtain an advantage
in relation to the tender process or the Contract execution;
iii) The Principal will not take, directly or indirectly, any steps, which could unduly
influence the functioning of IEM.
iv) If the Principal obtains information on the conduct of any of its employees which is a
criminal offence under the relevant Anti-corruption Laws of India/ guidelines of Govt.
/ guidelines of CVC/ guidelines of Principal, or if there be a substantive suspicion in
this regard, the Principal will inform its Vigilance Office and in addition can initiate
disciplinary actions.
v) If the Principal obtains information of conduct of a bidder, consultant or sub-
consultant or of an employee or a representative or an associate of a bidder,
consultant or sub-consultant, which constitutes corruption, or if the Principal has a
substantive suspicion in this regard, the Principal will inform the Vigilance
Department of the principal.
Section 2 - Commitments of the Tenderer(s)/Consultant(s)
2.1 The Tenderer /Consultant commit himself to take all measures necessary to prevent
corruption. He commits himself to observe the following principles during his
participation in the tender process and during the Contract execution;
i) The Tenderer / Consultant will not directly or through any other person(s) or firm,
offer, promise or give to the Principal, or to any of the Principal’s employees
involved in the tender process or the execution of the Contract or to any third person
any material or immaterial benefit which he / she is not legally entitled to in order to
obtain, in exchange, an advantage during the tender process or to vitiate the
Principal’s tender process or the execution of the Contract.
ii) The Tenderer / Consultant will not enter with other Tenderers into any illegal
agreement or understanding, whether formal or informal. This applies in particular
to prices, specifications, certifications, subsidiary contracts, submission or non-
45
submission of bids or actions to restrict competitiveness or to vitiate the Principal’s
tender process or the execution of the Contract.
iii) The Tenderer / Consultant will not commit any criminal offence under the relevant
Anti-corruption Laws of India; further, the Tenderer / Consultant will not use
improperly, for purposes of competition or personal gain, or pass on to others, any
information provided by the Principal as part of the business relationship, regarding
plans, technical proposals and business details, including information contained or
transmitted electronically.
iv) The Tenderer / Consultant of foreign origin shall disclose the name and address of
the agents/representatives in India, if any. Similarly, the Tenderer / Consultant of
Indian Nationality shall furnish the name and address of the foreign principals, if any.
v) The Tenderer / Consultant will, when presenting his bid, disclose any and all
payments he has made, is committed to or intends to make to agents, brokers or any
other intermediaries in connection with the award of the Contract.
vi) The Tenderer/ Consultant will not take, directly or indirectly, any steps, which could
unduly influence the functioning of IEM.
vii) The Tenderer / Consultant will not instigate third persons to commit offences
outlined above or be an accessory to such offences.
2.2 Obligation to Ensure Compliance
a). Each Party will take all reasonable steps to ensure that the provisions of this
agreement which are binding on it are complied with by all of its staff, consultants,
parent and associated and subsidiary companies, agents, consortium and joint
venture partners, sub-consultants and suppliers.
b). Each Party will appoint an appropriate senior manager with responsibility for
ensuring that the provisions of this agreement are complied with.
Section 3 - Disqualification from tender process and exclusion from future contracts
a). If the Tenderer, before award of Contract, has committed a transgression through violation of any of the terms under section 2 above or in any other form such as to
put his reliability or credibility as Tenderer into question, the Principal is entitled to
disqualify the Tenderer from the tender process or to terminate the Contract, if
already signed, for such reason.
b). If the Tenderer / Consultant has committed a transgression through a violation of any of the terms under section 2 above or in any other form such as to put his reliability
or credibility into question, the Principal is entitled also to exclude the Tenderer /
Consultant from future Contract award processes. The imposition and duration of the
exclusion will be determined by the severity of the transgression. The severity will
be determined by the circumstances of the case, in particular the number of
46
transgressions, the position of the transgressors within the company hierarchy of the
Tenderer /Consultant and the amount of the damage. The exclusion will be imposed
for a minimum of six (6) months and a maximum of three (3) years.
c). If the Tenderer / Consultant can prove that he has restored/ recouped the damage
caused by him and has installed a suitable corruption prevention system, the
Principal may revoke the exclusion before the expiry of the period of such exclusion.
d). A transgression is considered to have occurred if, in light of all available evidence, a
reasonable doubt is possible.
Section 4 - Compensation for Damages
a). If the Principal has disqualified the Tenderer from the tender process prior to the award according to Section 3 above, the Earnest Money Deposit (EMD) furnished, if
any, along with the offer as per the terms of the Invitation to Tender (ITT) shall be
forfeited. This is apart from the disqualification of the Tenderer as may be imposed by the Principal as brought out at section 3 above.
b). If the Principal has terminated the Contract according to Section 3 above, or if the
Principal is entitled to terminate the Contract according to section 3 above, the
EMD/Security Deposit furnished by the consultant, if any, as per the terms of the
ITT/Contract shall be forfeited. This is apart from the disqualification of the
Tenderer, as may be imposed by the Principal, as brought out at section 3 above.
Section 5 - Previous Transgression
a) The Tenderer hereby declares that no previous transgressions with respect to
provisions of Integrity pact occurred in the last three (3) years with any other
Company in any country or with any other Public Sector Enterprise in India and, as
such, there is no case for his exclusion from the tender process.
b) The Tenderer hereby agrees that if he has made/makes incorrect statement in
regard to this aspect, he can be disqualified from the tender process or the Contract,
if already awarded, can be terminated for that reason.
Section 6 - Equal treatment of all Tenderers/Consultants/ Sub - consultants /
Consultants
a) The Tenderer / Consultant undertakes to obtain from all sub-consultants a
commitment consistent with this integrity pact, and to submit it to the Principal at the
time of seeking approval of the principal for appointment of sub-consultants.
b) The principal will enter into agreements with identical conditions as that of this
Integrity Pact, with all Tenderers / Consultants
47
c) It is essential for all tenderes / consultants to sign the Integrity Pact with the company
if the value of the transaction is more than 30 lakhs. The principal will disqualify from
the tender process all tenderers/ consultants who do not sign this Pact or violate its
provisions.
Section 7 - Breaches of this Agreement
a) In the event that any Party believes that there is prima facie evidence that there has
been a failure by a Party to comply with any provision of this agreement, such Party
will take the following actions:
i) It will report full details of such suspected non-compliance to the IEM and CVO with
copies to the Chief Executives of each of the Parties.
ii) If any such non-compliance has been carried out, or assisted by an individual who is
a member of a professional association, and such non-compliance may constitute a
breach of any disciplinary code of such professional association, such Party may
report such matter to the professional association.
b) If such non-compliance may constitute a criminal offence, either in the country in
which the Contract is being carried out, or in the home country of the organization
or individual which carried out or assisted such non-compliance, such Party may
report such matter to the appropriate criminal authorities in those territories.
c) In the event that any Party breaches any provision of this agreement, the other
Parties may, in addition to the rights under this agreement, claim damages against
the defaulting Party, and exercise any other rights they may have against the
defaulting Party.
d) The Parties will take appropriate disciplinary or enforcement action against any of
their staff, consultants, parent and associated and subsidiary companies, agents,
consortium and joint venture partners, sub-consultants and suppliers who cause or
assist in any breach of any provision of this agreement.
Section 8 - Independent External Monitor/Monitors (IEM)
a). The Principal, will appoint a competent and credible IEM/Number of IEMs for the
duration of this agreement from the panel of IEMs appointed in consultation with the
Central Vigilance Commission (CVC).
b). The IEM will assess, on an independent and objective basis, the extent to which the
Parties comply with their obligations under this agreement.
c). The Parties will, after submission of a tender; after the award of any contract to them
and for the duration of the contract:
i) Allow the IEM unrestricted access to all books, records and staff relevant to
such tender;
48
ii) Ensure that the IEM has unrestricted access to the relevant books, records and
staff of their consultants, parent and associated and subsidiary companies,
agents, consortium and joint venture partners, sub-consultants and suppliers.
d). In the event that the IEM believes that there is prima facie evidence that there is a
violation of this agreement, the IEM will report the same to CEO of the Principal.
e). Upon receipt of a report from the IEM, CEO of the Principal and the Board will discuss and try to agree upon the appropriate action to be taken in line with sections
3,4 & 5 above to deal with such violation.
f). The IEM has no power to inquire any of the Parties to undertake any actions. No
statement by the IEM, whether oral or in writing, is binding on any of the parties.
Any Party in legal or dispute resolution proceedings can use all reports and other
documentation issued by the IEM. The IEM can be called as a witness in legal or
dispute resolution proceedings.
g). Fee and /or any other incidentals including traveling/conveyance expenses, if any,
payable to IEM shall be borne by the Principal.
h). The IEM can only be removed from his appointment, if:
1. All parties agree in writing to remove him: or
2. He resigns: or
3. He is removed from his office by order of a Court having appropriate
jurisdiction.
i) On completion of the term by the IEM or if the IEM is removed from his appointment
or in case of death of IEM (whichever is earlier), the Principal will appoint another IEM as per section 8.a) above for the remaining duration of this agreement.
Section 9 - Duration of Agreement
a). This agreement comes into force as soon as it has been signed by all the Parties have
signed it. It cannot be terminated or varied except by the written agreement of all the
Parties.
b). This agreement will expire after 12 months from the date of last payment under the
respective Contract for the Consultant, and for all other Tenderers 6 months after the
award of the Contract.
Section 10 - Other Provisions
a). The Principal will disqualify from the tender process all Tenderers who do not sign
this Pact or violate its provisions.
49
b). Should any occasion arise entailing IEM to undertake any investigation under the
provisions of this agreement, the venue for such investigation shall generally be at
KIOCL Corporate Office, Kormangala, Bangalore –560 034.
c). This agreement is subject to Indian law. Place of performance and jurisdiction is the
corporate office of the Principal. In case of any dispute, the courts at Bangalore only
shall have jurisdiction.
d). Changes and supplements as well as termination notices need to be made in writing.
Side agreements have not been made.
e). Addresses along with other relevant details of the Chief Executives of the Parties are
as given under;
1. Principal:
Chairman-cum-Managing-Director,
KIOCL Limited
II Block, Koramangala,
BANGALORE – 560 034 INDIA.
Tel : 080-25531322(O)
: 080-25531272(O)
Fax : 080-25521584(O)
2. Tenderer / Consultant
……………………………………………..
…………………………………………….
…………………………………………….
……………………………………………..
Tel:
Mobile:
Email:
Fax:
f). Should one or several provisions of this agreement turn out to be invalid, the
remainder of this agreement remains valid. In that case the parties will strive to come
to an agreement to their original intentions.
g). If the consultant is a partnership or consortium, all partners or consortium members
must sign this agreement.
-----------
For the Principal For the Tenderer/ Consultant
Place………………….. Place…………………..
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Date ………………….. Date …………………..
Witness 1: ……………………………… Witness 1: ………………………………..
(Name & address) (Name & address)
Witness 2: ……………………………… Witness 2: ………………………………….
(Name & address) (Name & address)
The tenderer shall sign and seal with witness signature in the Integrity Pact Agreement
format and shall submit along with the tender document.
-----
51
18.0 ONLINE PRICE BIDDING CUM REVERSE E-AUCTION:
a) As per current guidelines, KIOCL shall be conducting online price bidding cum
Reverse e-Auction prior to opening of sealed price bids. The details in regard to
online price bidding cum reverse auction are mentioned in the tender document.
b) An agency nominated by who shall be authorized by KIOCL shall provide their
services for carrying out the online price biding cum reverse E-auction. The details
in respect of the service provider are mentioned in the tender document.
c) Prior to participation in online price bidding, bidders are requested to ensure that
they have valid digital certificate well in advance so as to confirm participation
before the online price bidding cum reverse auction.
18.1. BUSINESS RULE AND TERMS & CONDITIONS OF ONLINE
PRICE BIDDING CUM REVERSE AUCTION
Note: All the tenders with the estimated value equal to and above the threshold value of Rs.
5 lakhs (Rupees five lakhs) are covered under e-reverse auction.
No. ………………………………………………………, dated …………………………..
Sub: ..........................................................................................................................
BUYER NAME KIOCL LIMITED,
(Formerly M/s. KUDREMUKH IRON ORE
COMPANY LIMITED)
………………………….. DEPARTMENT,
BANGALORE / MANGALORE.
AUCTION TO BE
CONDUCTED BY
Service provider`s details are indicated in
the tender documents.
M/s. ………………………..
….…………………………..
…………………………….
…………………………….
Contact details:
1. Name : …………………………..
Mobile No……………………….
Email:……………………………….
2. Name : …………………………..
Mobile No……………………….
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Email:……………………………….
DATE OF AUCTION
Online Price Bid cum Reverse Auction
Date: ………………..
Dynamic Sealed Bid Time: …………………..
Reverse Auction Time: …………………
(Auto extension as applicable)
DOCUMENTS ATTACHED
Business rule for Online price bidding cum
reverse auction (Annexure-A)
Terms & conditions of Online price bidding
cum reverse auction
Process Compliance Statement
(Annexure-B)
Price Confirmation (Annexure-C)
Contact Information
Note :
The bidders are requested to note that they should have a valid digital Certificate
issued by any of the valid certifying authorities to participate in the online bidding.
Those vendors who are not in possession of a valid digital certificate are requested to
apply for the same well in advance to avoid any last minute hassles. The bidders may
contact the service provider if they are not in possession of a valid digital certificate.
----
53
ANNEXURE - A
BUSINESS RULES FOR ON LINE PRICE BIDDING CUM REVERSE AUCTION
A) General Terms and Conditions of Online Price Bidding cum Reverse Auction
10. Against this Enquiry for the subject item/system with detailed scope of works as per
our specification, KIOCL Limited, hereinafter referred to as KIOCL, may resort to
“ONLINE PRICE BIDDING CUM REVERSE AUCTION PROCEDURE”.
11. For the proposed Online price bidding cum reverse auction, techno commercially
acceptable bidders only shall be eligible to participate. Bidders are requested to ensure
that they have valid digital certificate well in advance so as to confirm participation
before the online price bidding cum reverse auction.
12. KIOCL will engage the services of a service provider who will provide all necessary
training and assistance before commencement of on line price bidding on Internet.
Service provider shall also explain to the bidders, all the rules related to the Online Price
bidding cum Reverse Auction / Business Rules.
13. Business rules like event date, time, bid decrement, extensions, etc. also will be
communicated through service provider.
14. Vendors have to fax / e-mail the compliance form in the prescribed (provided by
service provider) before start of Online price bidding. Without this the vendor will not be
eligible to participate in the event.
15. Online price bidding cum Reverse auction will be conducted on schedule date &
time.
16. At the end of Online price bidding cum reverse auction event, the bidders who had
participated in the event has to fax / e-mail the duly signed filled-in prescribed format in
their company letter head as provided on case-to-case basis to KIOCL through service
provider within 24 hours of auction without fail.
B) Business Rule for finalization of the Online Price Bidding cum Reverse Auction
KIOCL will make arrangement with an agency who shall be KIOCL`s authorized service
provider for carrying out the online price bidding cum reverse auction. The bidder shall
go through the guidelines given below and submit your acceptance to the same along
with your Commercial Bid. 7. Online price bidding cum reverse auction shall be conducted by KIOCL, on pre-
specified date, while the vendors shall be quoting from their own offices/ place of their
choice. Internet connectivity shall have to be ensured by vendors themselves. In
extreme case of failure of Internet connectivity, (due to any reason whatsoever may be)
it is the bidders’ responsibility / decision to send fax communication immediately to the
SERVICE PROVIDER furnishing the price the bidder wants to bid online with a request to
the service provider to upload the faxed price on line so that the service provider will up
54
load that price on line on behalf of the Bidder. It shall be noted clearly that the
concerned bidder communicating this price to service provider has to solely ensure that
the fax message is received by the service provider in a readable / legible form
and also the Bidder should simultaneously check up with service provider about the
clear receipt of the price faxed. It shall also be clearly understood that the bidder shall
be at liberty to send such fax communications of prices to be up loaded by the service
provider only within the closure of Bid time and under no circumstance it shall be
allowed beyond the closure of Bid time / reverse auction. It shall also be noted that the
service provider should be given a reasonable required time by the bidders, to upload
such prices online and if such required time is not available at the disposal of the Service
provider at the time of receipt of the fax message from the bidders, the service provider
will not be uploading the prices and either KIOCL or the service provider are not
responsible for this unforeseen circumstances. In order to ward-off such contingent
situation bidders are requested to make all the necessary arrangements/ alternatives
whatever required so that they are able to circumvent such situation and still be able to
participate in the online price bidding cum reverse auction successfully. Failure of
power at the premises of vendors during the Online price bidding cum Reverse auction
cannot be the cause for not participating in the Online bidding auction. On account of
this, the time for the auction cannot be extended and neither KIOCL nor the SERVICE
PROVIDER is responsible for such eventualities.
8. The detailed process for online price bidding cum reverse auction is explained
below:
The online price bidding event will be conducted in three stages
STAGE -I: Online initial price bid
At scheduled time, the screen for On-line price bidding will be launched wherein the
techno-commercially qualified bidders will be allowed to submit their offers through
online.
During the Stage-I online initial price bidding, the bidders would be required to
quote price only on the basis of price terms indicated in their sealed price bid
submitted along with techno-commercial bid before.
STAGE –II: Start Bid Price
After the expiry of the time for submission of on-line initial price bids, the lowest
Price will be frozen by the system as the Start Bid Price (SBP) for Stage – III on line
bidding.
STAGE – III: Reverse Auction on Start Bid Price
55
m) In Stage III of the online competitive bidding, computer screen will display
Start Bid Price and which shall be visible to the all vendors participated in the
initial online price bid auction during the start of the reverse Auction. You will be
required to start bidding after announcement of Start Bid Price and decrement
amount. Also, please note that the start price of an item in online reverse auction is
open to all the participated online bidders. Any bidder can start bidding, in the
online reverse auction, from the start price itself. If the start price is your own
price, you still need to bid in the online reverse auction. Also, please note that the
first online bid that comes in the system during the online reverse auction can be
equal to the auction's start price, or lesser than the auction's start price by one
decrement, or lesser than the auction's start price by multiples of decrement. The
second online bid and onwards will have to be lesser than the L1 rate by one
decrement value, or lesser than the L1 rate by multiples of the decrement value.
n) Those vendors who have participated in the Initial online Price Bid Auction,
will only be eligible to participate in the subsequent English Reverse
Auction.
o) Online Initial Price Bid will be for 30 minutes and Online English Reverse (no ties)
Auction shall be for a period of one hour with a 30 minutes time difference
between Initial Price Bid and RA. If a bidder places a bid in the last 10 minutes of
closing of the Reverse Auction and if that bid gets accepted, then the auction’s
duration shall get extended automatically for another 10 minutes, for the entire
auction (i.e. for all the items in the auction), from the time that bid comes in. Please
note that the auto-extension will take place only if a bid comes in those last 10
minutes and if that bid gets accepted. If the bid does not get accepted, the auto-
extension will not take place even if that bid might have come in the last 10
minutes. In case, there is no bid in the last 10 minutes of closing of Reverse
Auction, the auction shall get closed automatically without any extension.
However, vendors are advised not to wait till the last minute or last few seconds to
enter their bid during the auto-extension period to avoid complications related
with internet connectivity, network problems, system crash down, power failure,
etc.
p) The bid decrement amount shall be specified by KIOCL before start of bidding.
The bidder can bid lower than the start bid price in reverse auction by a bid
decrement or multiple of Bid decrement.
q) Bidder will be able to view the following on your screen along with the necessary
fields in the English Reverse (no ties) {Reverse Auction}:
e. Leading Bid in the Auction (only total price)
f. Bid Placed by you
g. Your Own Rank
h. Start Bid Price & Bid Decrement value.
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r) After the completion of English Reverse (no ties), the Closing Price (CP) shall be
available.
s) At the end of the Reverse Auction, Service Provider will evaluate all the bids
(final price) submitted and final price comparative statement will be
forwarded to KIOCL for further processing.
t) The bidders who have participated in the event, shall be required to submit the final prices, quoted during the English Reverse (no ties) in Annexure-C Format
after the completion of Auction to Service Provider / KIOCL duly signed and
stamped as token of acceptance without any new condition other than those
already agreed to before start of auction.
u) Bids once made by the bidders, cannot be cancelled / withdrawn.
v) During the Online English Reverse (No Ties) Auction, if no bid is received in the
auction system/website within the specified time duration of the online price
bidding cum reverse auction, then KIOCL, at its discretion, may scrap the online
price bidding cum reverse auction process and open only sealed price bids of all
technically and commercially acceptable bidders submitted earlier along with
techno-commercial bids.
w) KIOCL shall be at liberty to cancel the reverse auction process / tender at any
time, before ordering, without assigning any reason.
9. Other terms and conditions shall be as per techno-commercial offers and other
correspondences till date.
10. KIOCL shall not have any liability to bidders for any interruption or delay in access to
the site irrespective of the cause.
11. Bidders are required to submit their acceptance to the terms and conditions given
above before participating in the reverse auction.
12. Our Service provider shall explain all the Rules related to the Online Price Bidding
cum Reverse Auction/ Business Rules Document to be adopted along with bid
manual. You are required to give your compliance on it before start of bid process.
13. At the end of the reverse auction, bidder has to provide a detail price break up for
his lowest offer (if KIOCL insists the same) within 24 hours.
OTHER TERMS & CONDITIONS:
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7. The Bidder shall not involve himself or any of his representatives in Price
manipulation of any kind directly or indirectly by communicating with other parties /
bidders.
8. The Bidder shall not divulge either his Bids or any other exclusive details of KIOCL to
any other party.
9. KIOCL’s decision on award of Contract shall be final and binding on all the Bidders.
10. The SERVICE PROVIDER shall not have any liability to Bidders for any interruption or
delay in access to the site irrespective of the cause.
11. The SERVICE PROVIDER not responsible for any damages, including damages that
result from, but are not limited to negligence.
12. The SERVICE PROVIDER will not be held responsible for consequential damages,
including but not limited to systems problems, inability to use the system, loss of
electronic information etc.
Change in Business Rules, Terms & Conditions of Reverse Auction :
1) KIOCL reserves the right to modify / withdraw any of the Business rules, Terms &
conditions of online price bidding cum reverse Auction at any point of time.
2) Modifications of Business rules, Terms & conditions of Reverse Auction will be made
available on website immediately.
3) Modifications made during the online price bidding and Reverse Auction event will
be advised to participating Bidders immediately.
----
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ANNEXURE - B
Process Compliance Form
(The bidders are required to print this on their company’s letter head and sign, stamp
before faxing)
To
M/s. ………………………..
….…………………………..
…………………………….
…………………………….
(The SERVICE PROVIDER)
Sub: Agreement to the Process related Terms and Conditions for the Online price bidding
cum Reverse Auction
Dear Sir,
This has reference to the Terms & Conditions for the Online Price biding cum Reverse
Auction mentioned in the Tender No. …………………, Name of the tender.
………………………………………………………………………..
This letter is to confirm that:
7. The undersigned is authorized representative of the company.
8. We have studied the Commercial Terms and the Business rules governing the Online
price bidding cum Reverse Auction as mentioned in your letter and confirm our
agreement to them.
9. We also confirm that we have a valid digital certificate which will be valid for the
subject tender whenever we sign on the bid submission.
10. We also confirm that we have taken the training on the auction tool and have
understood the functionality of the same thoroughly.
11. We also confirm that we will fax the price confirmation & break up of our quoted
price as per Annexure III & the price bid format in the tender document.
12. We, hereby confirm that we will honour the Bids placed by us during the auction
process.
With regards
Signature with company seal
Name –
Company / Organization –
59
Designation within Company / Organization –
Address of Company / Organization –
ANNEXURE - C
To Date :
M/s. ………………………..
….…………………………..
…………………………….
…………………………….
(The SERVICE PROVIDER)
Sub: Final price quoted during online price bidding cum reverse auction and price break up
for ………………………………………………………………….. (Name of the tender)
Ref: 1. Tender No. ………………………………………
2. e-Auction date…………………………..
3. Our Offer No. ………………………………… dated…………………….
Dear Sir,
We confirm that we have quoted our Final Prices during the Reverse Auction conducted
today and Final Price Break-up ( a separate schedule of works-price format is enclosed) is as
under:
Description Total Lumpsum amount
(Rs)
As per Schedule of jobs
Note: The total lumpsum amount shall be exclusive
of service tax and cess.
(In words Rupees: …………………………………………………………………….)
Thanking you and looking forward to the valuable order from KIOCL.
Yours sincerely,
60
For _________________
Signature and Name
Company Seal
CONTACT INFORMATION
M/s. ………………………..
….…………………………..
…………………………….
…………………………….
(The SERVICE PROVIDER)
Contact details:
1. Name : …………………………..
Mobile No……………………….
Email:…………………………….
2. Name : …………………………..
Mobile No……………………….
Email:…………………………….
KIOCL Limited,
BANGALORE /MANGALORE
Karnataka State
Sri/Mr…….. ………….………
Designation:………………….
Dept:…………………………..
Mobile No……………………..
P&T: ……………………………
Fax : ………..………………….
E-Mail : ……..…………………
