NEELACHAL ISPAT NIGAM LIMITED - NINL > Homeninl.in/tender/NINL-ERP-TENDERDOC.pdfNEELACHAL ISPAT NIGAM LIMITED (NINL) CONSULTANCY SERVICES FOR IMPLEMENTATION OF ERP Page 1 NEELACHAL

NEELACHAL ISPAT NIGAM LIMITED

(NINL)

CONSULTANCY SERVICES FOR IMPLEMENTATION OF ERP

Page 1

NEELACHAL ISPAT NIGAM LIMITED (NINL)

TENDER DOCUMENTS


Tender Enquiry No. : NINL/CM/SNM/IT/09/NIT-381 Dt. 12th September 2012


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SALIENT FEATURES OF THE BID

A TENDER ENQUIRY NO. NINL/CM/SNM/IT/09/NIT-381 B ITEM DESCRIPTION Consultancy services for

implementation of ERP in NINL Plant as detailed in enclosed Tender Specifications.

C DUE DATE & TIME OF SUBMISSION 15/10/2012 BY 15.00 Hrs. “Indian

Standard Time (IST)” D PLACE OF SUBMISSION OF BID TENDER BOX

Commercial Department 2nd Floor, Neelachal House Neelachal Ispat Nigam Limited Kalinga Nagar Industrial Complex Duburi, JAJPUR,ODISHA PIN-755026

F DATE & TIME OF OPENING OF TENDER PART-I : EMD (EARNEST MONEY DEPOSIT PART-II : ELIGIBILITY DOCUMENTS TECHNICAL PART & COMMERCIAL PART

On Date 15/10/2012 at 15.00 Hrs. Indian Standard Time (IST)

G EARNEST MONEY DEPOSIT (BID SECURITY)

RS. 1,00,000 (Indian Rupees one lakhs only)

H COMPLETION SCHEDULE Completion Time : 12 (Twelve months from the effective date of contract).

I VALIDITY OF OFFER 90 days from the date of opening of Part-II and subsequent extension as necessary.

J COST OF BIDDING DOCUMENT (Non Refundable and Not Exempted)

Not Applicable


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INVITATION FOR BIDDING

1.0 Neelachal Ispat Nigam Limited (NINL), hereinafter referred to as” Principal",

invites sealed bids from the prospective eligible bidders for Consultancy services for Implementation of ERP in NINL Plant as detailed in these documents.

2.0 The prospective eligible Bidders may obtain further information from the office

of the : AGM (Commercial) Neelachal Ispat Nigam Limited Kalinga Nagar Industrial Complex Duburi, JAJPUR, ODISHA PIN-755026: Name of Contact person: Mr. Sanak Mishra, Asst. General Manager (Commercial) E-Mail : [email protected] Phone No. : 09437365406

3.0 BID DOCUMENTS

Bid documents shall comprise of various Annexures, Attachments, Appendices and Tables as specified. In addition, any other document / instruction / amendments /Minutes of Meeting/revisions issued by the Company to the bidder during pre-bid Conference or later till due date of submission of the offers, shall also be deemed to be integral part of the bid documents and order. a) Instructions to Bidders - Annexure I b) Scope of Work - Annexure II c) Eligibility criteria & Evaluation - Annexure III d) Special Conditions of Contract - Annexure IV e) Price Format - Annexure V

4.0 Entire tender documents along with detailed NIT, are available in the Principal’s website i.e.https://www.ninl.in . The Bidders can download the documents for the purpose of preparation & submission of their Bids.

The Bidder shall submit the entire tender documents and subsequent


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clarifications duly signed and stamped on each page. It will be presumed that the Bidder has gone through the entire Bid Document available in the website, which shall be binding on the Bidder.

5.0 The bid will consist of three parts:

Part-I: This part shall be marked as ‘EMD/Bid Security” and shall not contain any price at all. Part-II: This part shall be marked as “Technical Part & Commercial Part” and shall not contain any price at all. Part-III: This part shall be marked as “Price Bid” and shall contain prices only without any terms & conditions. Any minor deficiency viz. (validity of BG, spelling mistakes in the BG etc.) in documents submitted in Part-I shall be asked from the Party and the same will have to be submitted by the Party within 7(seven) days from the date of intimation, failing which their offer may be rejected as non-responsive. Bid security B.G or draft drawn for less amount than mentioned for this tender shall be treated as invalid offer and shall be rejected and further parts shall not be opened.

Bidders shall also submit soft copy of the “Price quoted in Schedule of Items” in CD along with Price Bid in the sealed envelope. However, price indicated in the Hard Copy shall prevail. Bidders are expected to submit all necessary documents in support of the bid. However, in case any further document is found necessary for proper assessment, the Bidder shall have to furnish the same within ten (10) days from the date of intimation, failing which the Bid may be considered as non-responsive and their offer may not be processed any further for Technical and Commercial evaluation etc. Bidder must clearly mention their PAN Number in the offer.


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6.0 Bids must be accompanied by a Bid Security (Earnest Money Deposit) amounting

to Rs.1,00,000/- (Indian Rupees one lakh only).

7.0 It shall be the responsibility of the prospective bidders to ensure that the Bids have been submitted in the formats and as per the terms and conditions prescribed and no change is made therein. On verification, at any time, whether the Bidder is successful or not, if any of the documents submitted by the Bidder including the documents downloaded from Principal’s above mentioned website / issued are found tampered/ altered / incomplete, they are liable for rejection, cancellation & termination of the Contract, debarring, etc. as per the rules of the Company. It will be presumed that the Bidder have gone through the entire bidding documents sent to them and subsequent clarifications, which shall be binding on them.

8.0 NINL reserves the right to accept or reject any bid or to annul the Bidding process and reject all bids at any time prior to award of the Contract without assigning any reason whatsoever and without thereby incurring any liability whatsoever to the affected Bidder(s). Mere issuance of tender document shall not mean automatic award of the job to the bidder.

9.0 PRINCIPAL takes no responsibility for delay, loss or non-receipt of documents sent by post/ courier at any time. No financial obligation shall accrue to NINL in such an event.

10.0 There shall be no post Tender Price Negotiation except with L-1 ( i.e. the lowest Tenderer), if required.

Yours faithfully For Neelachal Ispat Nigam Limited AGM (Commercial) Kalinga Nagar Industrial Complex Duburi,JAJPUR,ODISHA PIN-755026


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NEELACHAL ISPAT NIGAM LIMITED (NINL)

Annexure-I

INSTRUCTIONS TO BIDDERS


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Annexure- I

INSTRUCTIONS TO BIDDERS (ITB)

1.0 INTRODUCTION 1.1 The instruction/information contained in the bid documents are for guidance and

compliance of the intending bidder. Bidder is advised to obtain, in writing, clarifications from the Company, if any, prior to submission of their bid, failing which it will be deemed that the stipulation made in the bid documents have been read, understood and are acceptable to the bidder.

1.2 Bidder shall bear all costs associated with preparation and submission of the bid, journeys undertaken by them, and subsequent bidding process till award of the order to successful bidder and the Company shall, in no case, be responsible or liable for those costs, regardless of the conduct or outcome of the bidding process.

2.0 BID DOCUMENTS 2.1 Bid documents shall comprise of various Annexures, Attachments, Appendices

and Tables as specified in Tender documents. In addition, any other document / instruction / amendments / Minutes of Meeting/revisions issued by the Company to the bidder during pre-bid Conference or later till due date of submission of the offers, shall also be deemed to be integral part of the bid documents and order. Failure to furnish all the information required by the bidding document in every respect will be at bidder’s risk.

3.0 EARNEST MONEY DEPOSIT (EMD) 3.1.1 Bidder shall submit non-interest bearing Earnest Money as mentioned in

“Salient Features of the Bid” in the form of Demand Draft / pay order / Banker’s cheque or Bank Guarantee (BG) from any Scheduled Commercial Bank except Co-operative or Gramin Bank, DD/ PO drawn in favour “NEELACHAL ISPAT NIGAM LIMITED” payable at Bhubaneswar or Bank Guarantee to be furnished as per format enclosed Annexure-IV A.

. EMD in any other form is not acceptable.


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3.1.2 Bank Guarantee against Earnest Money shall remain valid for a period of Two

(2) months, beyond the original validity period of the bid or any subsequent extension thereof.

Any bid not accompanied by Earnest Money shall be rejected by the Principal as being non-responsive. 3.2 Earnest Money deposit shall be submitted in a separate sealed envelope

(PART-I) duly superscripted with the Bid Enquiry reference, Bidder’s own names, full address and titled “Earnest Money”.

3.3 Central Public Sector Undertakings shall be exempted from submitting EMD.

However, bidders seeking exemption from submission of Earnest Money, shall submit a copy of relevant Govt. notification along with their own valid Registration Certificate in the envelope titled “Earnest Money Deposit ” failing which the bid will be treated as if “submitted without Earnest Money”, and will be rejected.

3.4 No request for adjustment of earlier dues in place of Earnest Money shall be entertained. 3.5 The Earnest Money deposit of unsuccessful Bidders will be returned as promptly

as possible within thirty (30) days after the award of Contract to the successful Bidder. The Earnest Money deposit of the successful Bidder will be returned when the Bidder has signed the Contract Agreement and submitted security deposit/Performance Bank Guarantee.

3.6 In the event the offer of any party is rejected during the course of Techno-

Commercial Scrutiny and Evaluation, the Earnest Money will be returned to such bidder.

3.7 Earnest Money Deposit shall be forfeited / en-cashed if –

a) Any bidder withdraws his offer or resiles from his offer during the validity period. b) The successful bidder fails to furnish his Acceptance of the Order and fails to submit the Security Deposit within specified time as per terms of the LOA/Order or Performance Bank Guarantee.


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4.0 Bid Preparation 4.1 The Bidder is required to carefully examine the Bidding Documents, terms &

conditions of Form of Agreement, drawings and other details relating to work given in the Bidding Documents and fully acquaint himself as to all conditions and matters which may in any way affect the work or the cost thereof. Bidder is deemed to have known the scope, nature and magnitude of the work and the requirements of materials, labour involved, etc.

4.2 A Bidder requiring any clarification of the Bidding Documents may notify the

Principal in writing or by e-mail at the Principal’s mailing address indicated. Similarly,

If a Bidder desires to seek any clarification on the documents such a clarification should be raised at this stage. The Principal will respond in writing to any request for clarification or modification of the Bidding Documents that it receives no later than fifteen (15) days prior to the deadline for submission of bids prescribed by the Principal.

4.3 The Bidder shall be deemed to have visited NINL premises and examined the

requirement and obtained for itself on its own responsibility all information, the nature & details of job, if any, and also have made independent enquiries, examined and fully satisfied itself as to the climatic conditions and all other similar matters which may affect the work, that may be necessary for preparing the bid and entering into a Contract. The costs of visiting the site shall be at the Bidder’s own expense.

4.4 The Bidder and any of its personnel or representative will be granted permission

by the Principal to enter upon its premises and lands for the purpose of such inspection, but only upon the express condition that the Bidder, its personnel and representative will release and indemnify the Principal and its representatives from and against all liability in respect thereof and will be responsible for death or personal injury, loss of or damage to property and any other loss, damage, costs and expenses incurred as a result of the inspection.

4.5 The bidder shall be deemed to have acquainted itself of Government taxes,

duties, laws, statute, regulations, levies and other charges relating to supplies to be made, services to be rendered and works to be done at site.


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4.6 At any time, prior to the deadline for submission of bids / opening of Price Bid

the Principal may, for any reason, whether at its own initiative, or in response to a clarification requested by a Bidder, amend the Bidding Documents.

4.7 The amendment will be notified in writing / Newspaper corrigendum to all

perspective Bidders and will be binding on them. Bidders are required to immediately acknowledge receipt of any such amendment, and it will be assumed that the information contained therein will have been taken into account by the Bidder in its bid.

4.8 “Any amendment / clarification issued prior to submission of Bids would be

made Available to all prospective bidders and put on the Principal’s web site. All prospective bidders would be presumed to have examined all amendments on the website & have submitted their bids accordingly. A copy of such amendments shall be enclosed with the Bid.”

4.9 In order to afford prospective Bidders reasonable time to take the amendment

into account in preparing their bid, the Principal may, at its discretion, extend the deadline for the submission of bids in which case the Principal will notify all the prospective Bidders in writing / necessary corrigendum in newspaper, of the extended deadline.

5.0 SUBMISSION & OPENING OF BID 5.1.1 The bid shall be prepared and submitted by typing or printing in English with

indelible black/blue ink on white paper in consecutively numbered pages, each page signed alongwith duly filled in format (s) as per bid document. The bidding document shall comprise the documents as stated in the bid.

5.2 All original and amendments / revisions to Bid Documents, including minutes of

meeting Pre-bid Conference issued by the Company, if any, shall be signed and submitted along with the bid. The bid submitted by the bidder shall take into account all such amendments / revisions and minutes of meeting, if any.

5.3 Bidders are advised to submit their bids strictly based on the specification, terms

and conditions contained in the bid documents and subsequent revisions / amendments, if any. If acceptance of the terms and conditions given in the bid documents and subsequent revisions / amendments, have any price


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implications, the same shall be considered and included in the ‘Price Bid’. 5.4 MODE OF SUBMISSION The Bid shall be submitted in sealed envelope enclosing three (3) separate

sealed covers duly superscripted with the Bid Enquiry reference, Bidder’s full Name & address and marked Part-I, II & III as follows –

a)Part-I- Earnest Money Deposit : To submit in original only. b)Part-II - Technical & Commercial: To submit in original plus 5 (five) copies. c)Part-III- Price : To submit in1 (one) original plus one copy.

Bid shall be submitted under a covering letter with date indicating clearly the summary of Bid Chapters with Annexures and subsequent revisions / amendments, if any,schedules of the complete bid.

5.4.1 Part – I - EARNEST MONEY

This cover should be sealed and super-scribed “PART – I; Earnest Money” Only one original with a covering letter shall be submitted. The amount of Earnest Money for the job shall be as indicated in the “Salient Features of the Bid”. For Bidders not submitting earnest money deposit, request for exemption with documentary evidence shall be submitted, failing which the bid shall be rejected.

5.4.2 Part –II - TECHNICAL & COMMERCIAL

This cover should be sealed and super-scribed “PART – II; TECHNICAL AND COMMERCIAL BID” followed by the title of work and Enquiry reference.‘Technical’ and ‘Commercial’ Part of the offer shall be separately Annexed. This part shall be submitted in original plus five copies, each copy containing 1 (one) set of the following:

a) The techno-commercial offer with all requisite and relevant

documents,specifications and the profile of the bidder, with their resource deployment,organization structure and their present commitments etc.

b) Deviations, if any, from the Technical / Commercial Terms stipulated in the Enquiry shall be clearly mentioned as per proforma enclosed, with each such item of deviation bearing the same serial number as that of the


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corresponding clause of the related Enquiry Documents. Each “deviation list” shall be signed and stamped on every page.

c) Power of Attorney for signing the Bid Document and Consortium Agreement, if applicable, with seal of the Company.

d) A copy of the Price Bid/ Schedule of Rates with “Price portion blanked and word ‘quoted’ written wherever price has been quoted in the price bid” shall also be submitted with this part.

As a part of ‘Technical’ and ‘Commercial’ Part of the offer the original tender Documents viz. Instructions to Bidder, Special Conditions of Contract, Scope of work & Technical Specification and any additional instruction or documents issued shall be duly signed by authorized representative and stamped on each page as a token of having been read, understood and accepted all the terms and conditions mentioned therein shall be returned in one copy

. 5.4.3 Part-III – PRICE

This cover should be sealed and super scribed “PART-III-PRICE BID” to be filled up exactly as per price Format. This shall be filled up in both figures and words and signed on each page with stamp by authorised representative of the bidder. Prices shall be mentioned in words and figures both. In case of any contradictions between the prices mentioned in figures and words, the prices mentioned in words shall be considered final. Also, in case of any arithmetical error in regard to the individual amount, total Amount and Individual / rates, the Individual rates shall be taken as final and the individual amount & the total Amount shall be computed accordingly.

5.5 The above three sealed envelops shall, in turn, be kept in another big envelope

duly sealed and superscripted with the Description of work, Bid Enquiry reference, Due Date and Time of Opening, full name and postal / telephone / fax / email address of the Bidder at the bottom left and to be submitted under a covering letter at the address and date / time mentioned in the “Salient Features of the Bid”.

5.6 Insertions, postscript, addition and alteration shall not be recognized unless

confirmed by the signature of authorised representative of bidder. 5.7 Bids submitted without details / documents as asked for above / elsewhere in

the Bid Enquiry, shall be treated as “incomplete” and may not be considered.


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5.8 Bidder shall be fully responsible for any postal or transit delay or transit loss in submission of bid or any subsequent correspondence. Any claim in this regard

shall not be entertained. 5.9 For the purpose of opening, bids shall be classified into following Categories:

i) Regular Bid – Received within the due time and date prescribed in the bid notice issued by the company against Open Bid.

ii) Late / delayed Bid – Bids received after the due date and time of receipt

prescribed in the bid notice issued by the Company. 5.10 Regular Bids shall be opened on the appointed date and time of bid opening as mentioned in NIT in the presence of such duly authorised representatives of the

bidder who may wish to be present as follows-

a) Part-I containing “Earnest Money Deposit” shall be first opened. Bids received without Earnest Money Deposit or documents related to exemptions, as mentioned above, will not be considered and Part-II and III of the bid will stand summarily rejected and not opened.

b) Part – II containing the Technical and Commercial bids along with a

complete set of supporting documents. Offer of those bidders, who meet the requirement of Clause no.7.10 (a) above, shall be opened thereafter on the same date in presence of authorised representatives of those bidders who wish to be present.

c) Part – III containing the Price Bid may be opened on a later date (to be intimated separately) after evaluation of technical and commercial offers.

Prices of only those bidders, who are technically & commercially acceptable, shall be opened

5.11 Late / delayed bids will not be opened. 5.12 In the event of a three part bid received in only one part and not meeting the requirement of separate sealed covers, the bids shall not be considered.


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5.13 Any modification to the original bid after due date of bid opening shall also be treated as unsolicited and rejected. 5.14 During opening of the bids received against the Enquiries, signatures of the

authorized representatives (carrying authorization letter) of the firms present during bid opening shall be obtained. The following information depending upon the part of bid opened shall only be given to the bidder present during the opening.

i) Names of all the bidders. ii) Prices, including discount, if any, and other elements in case Price Bids

are opened. iii) Other Terms & Conditions as may be deemed necessary by NINL.

5.15 Same person shall not be allowed to represent more than one bidder while witnessing the bid opening. 5.16 Prices shall not be mentioned anywhere in the bid except in the “Price Bid”. Similarly,Price Bid shall not contain any Technical or commercial terms and conditions, even if they were present, the same shall not be given cognizance of. 5.17 If the outer envelope is not sealed and marked properly, NINL will assume no responsibility for the bid misplacement and pre-mature opening. 5.18 Each bidder shall submit only one bid. A bidder who submits more than one bid will be rejected. 6. BID EVALUATION 6.1 The Techno-Commercial Bids shall be discussed and necessary clarification

shall be taken from bidders. The price bid shall not be opened till clarification meetings are being held with them. After clarification meetings and freezing of the technical and commercial bids, the Signatory / Authorised representative of the firms shall be asked to confirm the validity of their bids. In the event, if the technically & commercially qualified bidder desires to update his Price Bid, he may be allowed to do so by the company. If a bidder wishes to withdraw his offer after techno-commercial discussion but before the date of submission of revised/ updated offer, he shall be allowed to do so without forfeiture of his


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EMD. The basic price or discount, etc., shall be indicated in figures as well as in words and duly signed by the bidder, in the price bid only. In case of contradiction or over-writing at any time, the price mentioned in words shall be considered for bid evaluation. Similarly, in case of contradiction between unit prices sub totals and totals, which is obtained by multiplying unit prices with quantity, unit prices shall prevail and the total shall be corrected. Any correction / overwriting anywhere shall not be taken into consideration unless the same is properly initialed by the signatory of the bid. All items to be quoted and any item left blank shall be treated as the bid is incomplete and such bids shall not be considered for further processing.

6.2 After completion of the Techno-Commercial scrutiny, discussions with the bidder

and freezing of the Techno-Commercial conditions, as required, the Price Bids shall be opened and evaluated based on over all (The total value of all items of work estimated) quoted value L-1, L-2, L-3 basis (L-1 being the lowest bid) and as per relevant terms and conditions, specifications etc. stipulated in the Bid Enquiry taking into account various factors, such as follows –

a) Overall completeness and compliance with the Technical

Specifications and b) Drawings, the technical merits of alternatives offered and deviations

from the Technical Specifications, suitability of the facilities offered in relation to the environmental and climatic conditions prevailing at the site and quality parameters included in the Bid.

c) Compliance with the time schedule as specified in Bid Enquiry. d) Any other relevant technical factors, if any, as specified in the Bid

Enquiry or any correspondence later that the Company deems necessary or prudent to take into consideration.

e) Overall completeness and compliance with the Commercial Terms &

Conditions. f) Price shall be for the total scope including all the applicable charges

for the required services.

g) Deviations will not be accepted. However, in case of minor deviation,


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NINL may load the prices in the manner it deems fit. 6.3 In case any new factor emerges during Techno-Commercial clarification

meetings with the bidder, the same will be intimated to the bidders for their confirmation.

6.4 It is clarified that all the correspondences or minutes of meetings on the offer of

the bidder or Price bid or negotiation shall be attended and signed by the representative of the bidder holding Power of Attorney (POA).

6.5 The methods that have been prescribed in the bid documents will be used while working the overall price. If any additional factor emerges during the Techno- commercial clarification meetings, the same will also be adopted for the

evaluation of the bids. However, an opportunity will be given to all the bidders to confirm their acceptance of such an additional factor to be considered for evaluation of bids

prior to opening of the price bids. 6.6 After the evaluation, Prices worked out for different Bids will be ranked as L1, L2, L3,…………….., L1 being the lowest based on consideration of the quoted Price and acceptance of Techno-Commercial terms and conditions of the Enquiry. 6.7 If offered Price undergoes any revision, the Company reserves the right to open the original Price Bids also so as to judge if cartel has been formed by the Bids after techno-commercial negotiation. 6.8 In case any specific adverse report is received against any bidder, as information or upon enquiry made by the Company, in respect of antecedents, capabilities and performance of the bidder, after receipt of bid but before placement of order, quotation / bid submitted by such bidder may be rejected. 7.0 ACCEPTANCE OF PART ORDERS

Splitting of the said job into more than one Part is not envisaged. The Evaluation shall be carried out on totality basis. Where as, company at its discretion may place part orders at different times to match with schedule of other linked up contracts/jobs. Further, the execution of each phase shall be considered as separate entity.


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8. PRICE EVALUATION & NEGOTIATION 8.1 In case the price of technically & commercially suitable L-1 bidder is lower than lower limits of the departmental estimate, the bidder will be asked to justify the rates/ price quoted and total price. On refusal of the same or non acceptance of the justification, the bidder will be asked to furnish Performance Guarantee Bond (in addition to the Security Deposit) in the form of Bank Draft / Bank Guarantee (as per NINL’s proforma) equal to the amount which will be the difference between departmental estimate and the quoted price of bidder and order will be placed on them after obtaining Performance Guarantee Bond as explained above. Earnest Money of the Bidders who refuse to give Performance Guarantee Bond under above mentioned condition will be forfeited and they will not be considered for Re-bidding, if order / contract is not finalised from the present bids. In case the party justifies the higher price as compared to the cost estimate and its explanation is found to be reasonable by the company, the company may accept the offer. However, if the party fails to explain the basis of their quoted price and the price is found to be un-reasonable, the package may be re-tendered. 8.2 In case more than one party have quoted same price and all are L-1, then the negotiations would be held with all the L-1 parties for reduction in their prices.

Based on the reductions / rebates given during negotiations, the ranking of the Bidder would be revised. However, no bidder would be allowed to increase the price upward under any condition during such negotiations.

8.3 In case L-1 backs out, re-tendering shall be done excluding the L-1 party in the

mode Principal wish to carry out. 8.4 During negotiations, if any, the bidder(s) will be asked to explain the basis of

their Quoted Price and submit necessary details / break-ups as deemed necessary by the Company for evaluation which bidder must comply.

8.5 Wherever voluntary reduction in prices is received after opening of the price bid

and /or after the expiry of time limit fixed for revised bids, such reduction in price will not be taken into account for the purpose of evaluation and ranking for placement of order.

8.7 Where the voluntary reduction in price is given by a bidder who is otherwise


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eligible to get orders on the basis of bids received within the scheduled date and time, the order would be placed at a price taking into account the voluntary reduction offered by the party.

8.8 The proposal for purchase preference to PSU/Govt. organisations shall be

based on guidelines issued by the Govt. of India and in force at the time of finalization of the order. A copy of such guidelines/ notifications is to be enclosed by the bidder.

9. VALIDITY OF BID The Bid and Price(s) quoted shall remain valid for a period of 90 days from the

date of opening of Techno-Commercial Bid. However, extension of the validity of offer may be asked by the Company, if required, in such case if the bidder extends the validity of the offer, validity of the EMD bank guarantee shall also be extended (on a non judicial stamp paper of appropriate value) two months beyond the validity of offer, else extension of validity of offer shall not be taken into account.

10 DOCUMENTS TO BE SUBMITTED The following documents from appropriate authority, duly notarised, if original is

not submitted, should necessarily accompany the offer (PART – II) submitted by the Bidders: a) PAN No. & copy of the PAN Card. b) Bankers Solvency Certificate. c) Provident Fund registration Certificate/ PF Trustees Certificate d) Professional Tax Clearance/ registration Certificate e) Service Tax registration Certificate. f) Bank Details (Name of the Bank, Account no., RTGS Code, Type of Account,

Duly signed by Bank, Branch etc.) g) Declaration that they have never been de-listed or banned at any time in the

past by any Government or Public Sector Undertaking. h) Copy of The Memorandum and Articles of Association of the Company. i) Organization structure for this job and resource deployment schedule from

the bidder for this job. 11.0 REJECTION The bid shall be rejected under the following conditions:


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If any adverse report is received by the company and the charges are

established against any bidder after submission of offer but before placement of order.

a) If the bid is non-responsive. b) If the bidder does not withdraw the major deviations. c) If the Earnest Money Deposit is not submitted by the bidder and request

for exemption is not accompanied by relevant notification / document. d) If the L1 bidder fails to justify their price, in case of quoted price is higher

than the higher limit of the departmental estimate. e) If the L1 bidder fails to justify their price and also refuses to submit

Performance guarantee bond, in case of the quoted price is lower than the lower limit of the departmental estimate.

If the validity of Earnest Money Deposit is not extended while extending the validity of the Bid. If the party does not quote for the entire scope / all items of BOQ / Price format / Price schedule, as the case may be.

12.0 DEVIATIONS Company shall normally, do not accept any deviation from the specification and

other terms & conditions stipulated in the tender documents. 13.0 NON-NEGOTIABLE TERMS AND CONDITIONS Following Terms & Conditions, as stipulated in the respective documents, will be

treated as Non-Negotiable. 13.1 Submission of Earnest Money / Bid Security or a request for waival of the same

with appropriate document. 13.2 Submission of bids in three parts as per Instructions to Tenderers. 13.3 Submission of Security Deposits as per Special conditions of Contract 13.4 Imposition of L.D. against delay in completion of the job and shortfall in

performance parameters. 14.0 ONGOING LITIGATION


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The Tenderer should clearly mention any ongoing arbitration/litigation cases with NINL and the status thereof.

15.0 RELATIONSHIP The Tenderer should clearly indicate whether the proprietor, any partner or

director oftheir company, as the case may be, has any relationship with any employee working with NINL plant and any of them having a relationship within the meaning of Section 6 of the Companies Act 1956, with any of the Directors of Neelachal Ispat Nigam Ltd., and if so, details must be furnished.

16.0 SIGNING OF CONTRACT & SUBSEQUENT ACTIONS The contract shall be signed in two originals, by the successful bidder with NINL within 30 days of placement of Fax Order/ LOA. The Fax Order/ LOA may

contain only the brief information. The successful bidder shall submit draft contract to the Company within 10 days of Fax Order/ LOA and submit all clarification as required by NINL so that the contract can be signed expeditiously. Non-judicial stamp papers of appropriate value shall be purchased by the successful bidder for the purpose. The cost of Stamp Paper shall be borne by the Contractor/Supplier. After signing of the contract, 12 (Twelve) copies of the spirally bound (or in the book form) of the signed document shall be made available by the successful bidder to the company. All cost related to the signing of the contract shall be borne by the successful bidder.

Within thirty (30) days of signing of the Contract Agreement, the successful

Bidder shall furnish the Security deposit. On submission of Security deposit, bid security or EMD shall be returned to the successful bidder.

Failure of the successful Bidder to comply with these requirements shall

constitute sufficient grounds for the annulment of the award and forfeiture of the bid security/EMD, in which event the Principal may call for new bids.

17.0 GENERAL 17.1 The bidder shall also give a declaration that they have never been de-listed or

banned by any Govt. or PSU organization any time in the past.


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17.2 The successful Bidder shall have to make his own arrangements for the residential accommodation, traveling and fooding for its employees / labours at place where work site is situated.

17.3 The Principal reserves the right to accept or reject any First (Original) or

Updated bid, and to annul the bidding process and reject all bids at any time prior to award of Contract, without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidders of grounds for the Principal’s such action.

-0O0-


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Annexure II

SCOPE OF WORK


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Annexure –II

1.0 INTRODUCTION

Neelachal Ispat Nigam Limited (NINL), is looking forward to embrace new technologies in all its plants & units for improvement in productivity, yield, quality and reduction in operational costs.

NINL - has a few and Standalone in-house developed software information systems, which are not meeting current business requirements and are incapable of fulfilling future business requirements. It is proposed to make use of the proven information technology enabled systems such as Enterprise Resource Planning (ERP) to incorporate best practices in the business processes and to streamline decision making in line with market requirements. ERP system being a fully integrated business management system, shall cover functions such as Materials Management, Financial Accounting Management, HR, Production planning, Sales Co-ordination and Marketing, Plant Maintenance, Quality Management, Mines Management, Corporate Office Function, It shall simultaneously incorporate best business practices used worldwide. In line with the decision taken in ‘Committee on IT’, that a common ERP package would be deployed across NINL Plants/Units/Locations to get benefits of standardization, faster implementation. It is proposed to implement ERP system in NINL Units covering the functional modules mentioned above

1.1 As a first step towards implementation of ERP system, it is proposed to appoint an ERP consultant for implementation of ERP package. The details of the scope of work for the proposed consultant are indicated in the subsequent sections.

1.2 INTENT OF THE SPECIFICATION

The intent of this Tender Specification is to furnish the required details to enable the Bidder to submit their best offer for providing consultancy services for implementation ERP package at NINL within stipulated time frame, as per scope of work and other details described in subsequent chapters of this Tender Specification.


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This tender specification shall form a part of the other tender documents and shall be read in conjunction with them.

2. SCOPE OF WORK 2.1 The scope of work shall consist of providing consultancy services from concept

to implementation of ERP package covering the functional modules specified below and necessary support services during the stabilization for making the implemented system fully functional. The scope shall also cover services and support as deemed necessary and proper, and which are consistent to the technical proposal set forth in the subject document. The consultancy services shall be provided to the satisfaction of the purchaser for their units at Duburi, Bhubaneswar and Mines (Koira, Keonjhar).

Functional Scope of the ERP implementation would be identified in consultation

with NINL. 2.2.1 Pursuant to NINL’s corporate policy to adapt ERP package in NINL Plant,

Corporate Office and Mines as a uniform Business IT solution, it is proposed to implement following ERP modules at NINL, DUBURI along with BHUBANESWAR office and its Mines units at Koira & Keonjhar,

All Core Function of NINL would be included within the Scope of ERP implementation.

Sales Coordination & Marketing . Material Management. Finance, Accounting and Costing Human Resource Management Production Planning & Control Quality Management Plant Maintenance including SMS


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Mines Coordination Corporate Office

2.3 PHASEWISE SCOPE OF WORK

The program will have the following phases:

Phase A: The First phase of this project will comprise of identification of functional scope of implementation, training requirements, change management needs. Once these have been identified, budgetary exercises would be conducted to provide NINL with estimates on budget of the implementation, including network, hardware, software, infrastructure, licensing and recurring costs. This Phase would assist NINL in identifying the strategy for ERP implementation, thereby identifying the ERP package most suited for its needs. Subsequently, this phase would be responsible for preparing qualifying criteria, evaluation criteria, and tender documents for Implementation Partner (henceforth termed ‘IP’). NINL would also be assisted in pre bid meetings, and conducted technical evaluation of the responses and finaly selecting the IP by contract preparation.

Phase B: The second phase of the project would comprise of 2 workstreams:

Workstream 1 - Program management of the implementation

Workstream 2 - Verification and Validation activities

Workstream 1 would comprise of implementation and monitoring of all selected modules, evaluation of performance improvements, project management support and final acceptance support of implemented ERP, final handing over of all the relevant document /manuals and complete backup of all operating system, modules and application software. Workstream 1 would also assist in finalization of networking and hardware requirements based on its assessment of the requirements and would develop tender documents for the same, including assisting NINL in pre-bid meetings, technical evaluation of responses and assistance in contract preparation.


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Workstream 2 will focus on the quality assurance activities around the I mplementation of the ERP software and would comprise of the following:

Review and analysis of business process mapping with implemented system components

User acceptance testing for each of the functional modules in scope

Issue management to make sure that the implementation meets the acceptance criteria set by NINL

Pilot run management prior to go-live of the ERP software

Assistance in setting up the IT Governance model

Assistance in setting up of quality monitoring process(s) post implementation

Training and documentation on quality assurance activities

2.3.1 Departmental scope

The proposed customized ERP implementation will cover the following departments of NINL at their current plant location in Jajpur, Orissa:

Production Planning & Control

Human Resource Management

Plant Operation & Maintenance including SMS

Quality Management

Commercial (Purchase)

Commercial (Sales)

Commercial (Stores)

Finance (Accounting)

Finance (Treasury)

Finance (Payroll)

Finance (Taxation)

Mines Office (Koida & Keonjhar)

Corporate Office (Bhubaneswar)


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2.3.2 Functional scope

It’s understood that the functional scope of the ERP implementation would be identified in consultation with NINL during the initial phase of the project. It is assumed that all core functions of NINL would be included within the scope of ERP implementation.

The Program will have following activities:

i. Phase A - Pre Implementation

i. Identify business processes that need to be covered by the ERP solution ii. Study adequacy of existing IT infrastructure of NINL iii. Assess and organize training & change management needs across all

levels of NINL iv. Study existing environment and prospective ERP product fitments v. Prepare RFQ specifications to facilitate tendering for selection of

Implementation Partner (IP) vi. Evaluation of responses for selection of IP

ii. Phase B - Workstream 1: Program Management

i. Review of Project Plan ii. ERP awareness workshops iii. Program management activities iv. Support Steering Committee to critically examine the implementation plan

and review project progress v. Prepare RFQ to facilitate tendering for Hardware & Networking vi. Evaluation of responses to select bidders for Data Center, Disaster

Recovery Center, Hardware & Networking vii. Assist and identify post go-live support

iii. Phase B - Workstream 2: Verification & Validation i. Review of business process mapping ii. UAT (User Acceptance Testing) preparation iii. UAT (User Acceptance Testing )execution and issue management


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iv. Pilot run management v. Setting up of IT Governance model vi. Setting up of quality monitoring process(s) vii. Training & Documentation

iv. Phase C - Completion

Entire job mentioned above and detailed in subsequent sections of this specification shall be completed in all respect within 1 year of signing of the contract. The Bidder shall submit a time bar chart indicating starting and completion date of each activity as part of the technical proposal. The tender shall be considered incomplete without this information.

The successful Bidder shall prepare Implementation Schedule in consultation with purchaser and shall submit the same for monitoring of the project.

2.4 In order to support the prime functions, the ERP system shall also cover the

following:

Dashboard for Senior Management Document Management

Workflow Management

Business Intelligence including Data Warehouse

Web portals

2.5 The scope of consultancy services has been divided into four different stages as

listed below and detailed further subsequently.

PHASE-I - Consultancy Services during Pre implementation of ERP. PHASE-II-Tendering assistance for appointment of Implementation

Partner PHASE–III - Consultancy Services during Implementation of ERP. PHASE–IV - Consultancy Services during Post implementation stage.


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2.5.1 PHASE – I – Consultancy Services during Pre implementation stage.

a. Conduct orientation workshops on ERP implementation for senior management (two workshops), for middle management (four workshops) and for other users (four workshops) for providing necessary exposure to the people and as a first step towards change management.

b. Preparation of background approach note for management covering

report on organizational readiness and steps to be taken to create ground for smooth implementation, activities to be carried out and methodology to be adapted.

c. Preparation of the feasibility report, indicating steps and methodology to be adapted, details of infrastructural requirement with respect to computing hardware & storage system, networking & other communication system, endpoint equipment, creation of a datacenter & disaster recovery site, physical & System security system, power supply system & other facilities. Preparation of estimated cost and return-on-investment for the project covering all cost elements and project implementation schedule.

d. Provide assistance to plant during proposal discussion and subsequent

approval with implementation data and documents as required. e. Assist plant in formation of Core teams, cross functional teams and other

committees as required for successful implementation, by providing guidelines for team formation,selecting team members and defining their tasks/targets/authority. Impart training to the core teams & functional teams in process mapping and translation of process flow into functional requirement covering process & data flows and provide assistance as required.

f. Prepare framework for data collection, tabulation & analysis and carry out

the AS-IS study with full & active participation of core /functional teams. The prevailing constraints and problematic areas shall be identified and required changes shall be suggested and got implemented during rollout.

g. Prepare the Functional Requirement Specification (FRS) and Business

process Blue Print with active participation of Core teams.


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h. Prepare the specification /tender document for appointment of

Implementation Partner (IP), drafting, specifications and scope of work, preparation of Tender documents as per NINL guide lines for Implementation partner, selection/eligibility criteria and evaluation methodology.

i. Main deliverables of this phase beside mentioned above are:-

a) Report on existing business processes, suggest improvements in process or sub-process wherever necessary and document required changes and roadmap. Record notes of discussion and documents to be provided in hardcopy as well as softcopy.

Address issue of standardized codes w.r.t. suppliers, customers, accounts, products, processes, services, quality, assets, spares, site, operating and maintenance manuals/ documents etc.

b) Report on existing computer and network resources, implemented software systems, sources of data and suggest:

i. Post-ERP IT road-map / scenario ii. Addition, Modification, Replacement of HW/ System-SW/

Network and infrastructure. iii. What SW is to be retained, what is to be replaced by ERP

and what is to be rewritten/ interfaced with ERP. iv. Whether all data required by ERP is available and whether

any green-field area to be computerized. v. Scheme for

Continuity of services during short-term breakdowns of computer, network, power

Recovery from major disasters on information related assets.

Security w.r.t. all kinds of physical and logical access from inside as well w.r.t. external disturbances from Internet.

Record notes of discussion and documents to be provided in hardcopy as well as softcopy.


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c) Estimate constraints likely to be faced and suggest suitable methods to overcome these.

d) Prepare BPR, FRS, RFQ, Functionality Matrix and expected

benefits. All these deliverables are to be provided in hardcopy as well as softcopy.

Complete report making is consultant's scope. NINL will provide necessary information as and when required. All reports are to be given in hardcopy (5 copies) and CD.

e) Provide broad guideline for formation of NINL's implementation team, infrastructure and resources for them, assisting NINL in selecting/ short-listing the members, define their tasks/ targets/ authorities, introduce them to the tasks and review/ assist their work.

f) Indicate

Likely change of organization structure after on-line ERP

Change in role of any department / group.

Any new set-up required for post-implementation ERP support

group, their training and infrastructure needs and their tasks/targets.

g) Indicate scope of ERP AMC contract h) Cost Estimate, time schedule, requirement of manpower/ training/

infrastructure Optimising time and costs in above, keeping in mind ERP cost trends, IP cost trends,

HW and infrastructure costs and overall cost of retaining software vs. changing over to ERP software.


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i) Submit plan for individual areas, giving incremental costs and

incremental benefits for implementing ERP in each area. Recommend number of licenses and hardware/software requirements for the areas. RSP will then jointly decide the exact areas where ERP is to be implemented and order for appropriate number of ERP licenses, Hardware and Software.

2.5.2 PHASE – IIA & IIB - Tendering stage for appointment of Implementation

Partner: a. Association in issuance and finalization of Tender documents for

appointing Implementation partner. b. Assist the Company in scrutiny, evaluation of the bids; participate in

techno-commercial discussions and assistance in evaluating quotations and recommending for selection of the implementation partner as per the guide lines of the company. Evaluation criteria shall be finalized by NINL in consultation with the consultant.

c. Assist in preparation of various reports, justifications, analysis etc. for

obtaining sanctions/ approvals . 2.5.3 PHASE – III - Implementation stage

a. Review the AS-IS situation with respect to the best of practices being

adapted worldwide and embedded in the SAP modules. Conduct the AS-IS versus TO-BE analysis, identify the gaps and finalise the “TO-BE” processes for adaptation with respect to each module.

b. Review the business process re-engineering requirement with respect to

finalized “TO-BE” processes, suggest methodology and get the re-engineering carried out during implementation of ERP package through implementation partner and in consultation with the plant. (ERP led BPR.).

c. Identify and address the change management issues like:

Process/Procedure Roles/Responsibilities


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Organisation structure/ Group structure.

d. Identify the need of integration with the existing business applications, etc and propose necessary methodology complete with interface specification for smooth integration with the proposed ERP system.

e. Review the FRS, BPR and AS-IS vs. TO-BE analysis reports with the IP

and the plant teams to take advantage of the experience brought in by the IP. Finalise the “TO-BE” processes for adaptation and prepare business blue print.

f. Finalise the implementation schedule, identify detailed activities,

milestones with end dates and enforce project timeliness through tracking of milestones & targets, in consultation with the plant. Progress report shall be prepared and submitted at regular interval as per the guidelines of plant for review and further action by the plant management.

g. Prepare the document projecting the hardware, network and other

infrastructural requirement including design of Datacenter & DR centre required for successful roll out of the ERP package and submit for further action by the client. Assist plant in procuring and installing the required infrastructure.

h. Preparation of document on Integrated Information System infrastructure

and IT strategy for successful implementation of ERP package. i. Finalise the implementation strategy & methodology with IP & plant and

provide supervision & monitoring during implementation. During the project implementation ensure implementation as per finalized scope; evaluate suggested project scope change and control scope-creep-in.

j. Provide supervision during the ‘GO-Live’ run of all modules with real time

data and ensure system roll-out to all departments.

k. Analyse user feedback during pilot trial & subsequent rollout and suggest further course of action in consultation with the IP and plant teams.

2.5.4 PHASE – IV – Post implementation stage.

a. Post implementation supervision & monitoring shall be carried out during


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stabilization period and project completion report shall be submitted with suggestions, if any.

b. Participating in Acceptance Test of the system (comprising of deliverables

from all vendors), compiling observations and making test report. c. On the job association in implementation process for two months after

going on-line and completion of acceptance test, to facilitate quick stabilization.

d. Assist in establishing NINL's permanent ERP support group. e. Post implementation audit of ERP, BPR, Security, Disaster Management

etc. f. Review of fulfillment of business blue print and suggest future course of

action. 2.6 The Bidder shall furnish the information about purchaser's obligation to perform/

provide supplies, works, services & facilities.

2.7 SPECIAL SOFTWARE TOOLS

The Bidder shall provide all necessary hardware & software tools and appliances for monitoring and supervision during implementation.

2.8 TECHNICAL ASSISTANCE

The Bidder shall arrange for posting of required technical experts during implementation of the ERP system. The Bidder shall ensure smooth roll out of the system and ensure availability of required experts during roll out & stabilization period (Two months). Assistance in setting up the IT Governance model, assistance in setting up quality monitoring process (Project Implementation)

2.9 EXCLUSIONS/Deviations

The Bidder shall clearly indicate the items/works excluded / deviated from the scope of Bidder’s Work as per format given in Annexure -IVD

20.10 Users acceptance taken for each of the functional module and scope. 20.11 Training & documentation on quality assurance activities.


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Annexure III

ELIGIBILITY CRITERIA & EVALUATION


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PROCESS FOR SELECTION OF ERP ADVISORY SERVICES PROVIDER

The evaluation of responsive bids shall be done in 4 stages: Stage

- I: Eligibility Criteria

These are mandatory requirements to be met by the Consultant. Only those bidders who meet all the mandatory requirements shall be considered for stage II evaluation. This Annexure details out the requirement for meeting the Eligibility Bid Criteria. Failure to meet with any of the eligibility bid criteria will lead to rejection of the bid. Also if during the bid evaluation it is discovered that the vendor doesn’t comply with a particular criteria and has furnished false or incorrect evidences, the bid will be rejected and vendor barred from participating in future NINL tenders for a period of (3) years. # Eligibility Bid Criteria Compliance

Status Supporting Evidence

1 Vendor Organization Consultant / Consulting Firm should be a Government organization /PSU/PSE partnership firm or a limited company (public or private) under Indians Laws and should be engaged in IT advisory and consulting services. Should be in existence for five years as on 31.08.2012 (in case of mergers /acquisitions /restructuring or name change, the date of establishment of earlier /original partnership firm /limited company can be taken into account)

Compliant OR Not Compliant

Certification of Incorporation

2 Consultant / Consulting Firm should have minimum yearly turnover of `50 Crores each in last 3 financial years for Indian operations. Consultant / Consulting Firm must provide the details of turn over for last 3 years (2009-10, 2010-11, 2011-12) and the same will be averaged.


Audited Annual Accounts for last 3-Yrs..


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3 Consultant / Consulting Firm shall be a profit making organisation

Audited Annual Accounts for last 3-Yrs..

4 Quality Credential of the Consulting Firm- CMMi Level 4 Certified

Certification of Qualification.

5 The vendor must not have been blacklisted / barred / disqualified by any Regulatory / Statutory / Govt. Authority or any of the clients it has served for in last (3) years.


Self declaration.

6 Bidders should have worked with at least one end – to –end ERP Project (from specification to implementation) using packages likes are SAP, ORACLE, JDW, Peoplesoft, BAAN, etc. either as main consultant or as Implementation Partner, with Indian client (S) and whose (client’s) ERP activities cover light engineering , heavy engineering, heavy chemicals, oil, fertilisers, cement, metals, etc,. and the ERP Project involved at least 50 Named User Licences (or 25 concurrent users)


Certificate of Purchase Order (PO) and Completion Certificate

7 Vendor Project Manager Vendor shall assign a Professional qualified Project Manager with experience in ERP advisory and project management consulting assignments for this contract. The Vendor Project Manager shall be the principal point of contact for NINL for the consulting assignment.


Profile with certificate if any

Stage - II: Evaluation of Technical Bid & Commercial Bid Pre-bid meeting will be held before the last date of the Tender (Questions from the participants should preferably be sent at least one week in advance)

• The bidders who will buy the Tender papers, would be called for a pre-bid meeting NINL will be available for responding to any query/clarification the intending bidder may have


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Submission of Bids

• The offer shall be submitted in the bid format enclosed for "Techno-Commercial Bid" and "Price Bid"

• The Technical Bid, Price bid & EMD shall be submitted in separate sealed envelopes super scribed "Tender for ................. ........" respectively.

• Each page of the document shall be sealed and signed by the authorized respectively.

• The company reserves the right to accept or reject any or all offers without assigning any cause. Incomplete offers are liable to be rejected. Offers not accompanied with requisite EMD will be rejected.

Note : Bids of any tenderer may be rejected if a conflict of interest between the tenderer and the company is detected at any stage. Stage III: Technical presentation & Evaluation The Consultants / consulting firm should have the relevant expertise to carry out advisory activities around PMO and Quality Management for ERP Implementation. Technical expertise in the following area is expected:

I. ERP advisory Consulting and Project Management of ERP implementation: i. Experience of ERP advisory in PSU/non PSU Steel Sector or manufacturing

sector (continuous manufacturing) ii. Consultants are expected to have a minimum of at least 3 years of relevant

work experience in the ERP advisory. iii. An outline of the profiles of each of the Consultants providing his / her ability

to execute the consultancy work is to be shared by the Consultants/ Consulting firm. This should include a brief description of the Consultants – including technical qualifications and work experience, reference and case studies / examples of past consulting projects carried out for similar activities, publications and presentations of the Consultants, and any other relevant information as applicable.

iv. The consultants are expected to be financially sound to carry out the work. The required certificates in this regards as provided in evaluation criteria to be submitted like certified copy of ITCC/ audited balance sheet duly certified by chartered Accountant to support the soundness and in support of their claim of requisite turnover.


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v. It is preferred that the consultant/consulting firm has a office in Odhisa

Stage - IV: Evaluation of the Price Bid Based on Stage III evaluation, the Price Bids of top three vendors, who qualify the technical evaluation, as per technical evaluation process described above, would be opened (date of which will be informed) in their presence. Contract will be awarded to the L1 Party ( i.e. with least cost) Sl. No

Description Price Bid ( ` )

1 Phase I : Preparation of ERP Business Case

2 Phase II : RFP

3 Phase III : Bid Evaluation and Selection of System Implementer

4 Phase IV : Project Management of ERP implementation

TOTAL (Price Bid) Note : Detail prices to be submitted as per format given in Annexure –V separately.


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Annexure IV

SPECIAL CONDITIONS OF CONTRACT


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Annexure-IV

SPECIAL CONDITIONS OF CONTRACT

The following Conditions of Contract shall be read in conjunction with the Scope of Work and Terms of Reference.

1. General Provisions

Unless the context otherwise requires, the following terms whenever used in this Contract have the following meanings: a) “Applicable Law” means the laws and any other instruments having the

force of law in India.. b) “Agreement” means the Contract signed by the Parties, to which these

Conditions of Contract are attached, together with all the documents listed therein and subsequent amendments thereto, if any.

c) “Effective Date’ means the date of which this Agreement comes into

force. d) ‘Foreign currency’ means any currency other than the currency of the

Government. e) “Government” means the Government of India. f) “Local currency” means the Indian Rupee. g) “Party” means the Client/Company/NINL or the consultants, as

the case may be. “All parties” means both of them.

h) “Representative” means any person nominated by client(Principal)/consultant to act on its behalf in any or all matters as specified.

i) “NINL” means Neelachal Ispat Nigam Limited. j) “SCC” means the Special Conditions of Contract. k) “Services” means the work to be performed by the Contract as described

in this Document.


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l) “sub-consultant” means any entity to which the Consultants subcontract

any part of the Services in accordance with the provisions and “Third party” means any person or entity other than the Government, the Client, the Consultants or a sub-consultant.

n) “Project” shall mean ‘Implementation of Enterprise Resource Planning

(ERP) on End-to-End basis in Neelachal Ispat Nigam Limited at Kalinga Nagar Industrial Complex, Duburi, Jajpur , ODISHA, Pin – 755026, adopting consultancy services rendered by CONSULTANT.

1.1 Relation between the parties Nothing contained herein shall be construed as establishing a relation of master and servant or of principal and agent as between the Client and the Consultants. The Consultants, subject to this Contract, have complete charge of Personnel and Sub-consultants, if any, performing the Service and shall be fully responsible for the Service performed by tem or on their behalf hereunder.

1.2 Law governing contract

This Contract, its meaning and interpretation and Applicable Law shall govern the relations of the parties.

1.3 Language

This contract has been executed in the English language, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract.

1.4 Headings

The headings shall not limit, alter or affect the meaning of this Contract.

1.5 Notices

1.5.1 Any notice, request or consent required or permitted to be given or made pursuant to this contract shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered in persons to an authorized representative of the party to whom the communication is addressed, or when sent by registered mail to such party at the address specified in the SC.

1.5.2 Notice will be deemed to be effective as specified in the SC.


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1.5.3 A party may change its address for notice hereunder by giving the other party notice of such change pursuant to the provisions listed in the SC.

1.6 Location

The services shall be performed at such locations as are specified in the document hereto and, where the location of a particular task is not so specified at locations, as per approval of NINL.

1.7 Authorized Representatives Any action required or permitted to be taken, and any document required or permitted to be executed, under this Contract by the client or the consultants may be taken or executed by the officials specified in the document.

2. CONSULTANT’S OBLIGATIONS 2.1 The Consultant shall be deemed to have inspected the existing facilities and

procedure prevailing at Neelachal Ispat Nigam Limited at Kalinga Nagar Industrial Complex, Duburi, Jajpur , Odisha, Pin – 755026 , NINL Mines at Koida & Keonjhar and Registered office at Bhubaneswar, satisfied himself with all aspects, nature and extent of work and all other factors, which might have influenced his BID.

2.2 All the services shall be in conformity with generally accepted norms and

engineering standards including Indian Standards and IRC. 2.3 The Consultant shall exercise all reasonable skill, care and diligence in

discharge of services to be rendered by them against the order. 2.4 The Consultant’s responsibility shall also include execution of all such jobs not

specifically mentioned under the Scope of Work cum Terms of reference in Annexure-III but considered necessary for completeness of work.

3.0 FACILITIES TO BE PROVIDED BY NINL: 3.1 Office space for working of 5 persons shall be provided with requisite electricity

and one company’s inter-com telephone. The requisite furniture and desk top/ laptops, printers, Xerox machine, fax machine etc. for their use shall be arranged by the Bidder.


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3.2 Medical facilities at NINL’s First Aid center at Plant Site or ,registered hospitals

at Bhubaneswar / Cuttack to CONSULTANT personnel engaged for the PROJECT on chargeable basis for the duration of the Contract if so desired by the bidder.

4. TIME SCHEDULE: 4.1 The Total duration of the Project consisting of various phases/stages shall be

12(Twelve) months from the effective date of Contract, which may be from the date of entering into Contract or 30 days from the date of Placement of LOA/Go-a head instructions, which ever is earlier . This Total duration shall include time taken for obtaining various clearances, approvals for placement of Order on Implementation Partner for ERP and sanction of project under phase–II after finalizing Implementation partner, Period for Implementation of ERP including 2 months period (minimum) of post implementation period.

4.2 The CONSULTANT'S scope of service as elaborated under Scope of work shall be carried out by CONSULTANT progressively matching with the requirement of the Project over a total period of 12 months from the effective date of agreement including a period of 2 months for obtaining sanction and approval of the project after firming up of offers of Implementation Partner. Details of various phases are as below: SL.NO PHASES DESCRIPTION OF JOB PERIOD

(MONTHS) 1 PHASE-I Consultancy Service during Pre-

implementation of ERP 2

2 PHASE-II-A Tendering stage for appointment of Implementation Partners

1.5

3 PHASE-II-B Obtaining sanction and Contract finalizing for Implementation partner

1.5

4 PHASE-III Consultancy Services during Implementation of ERP

6

5 PHASE-IV Post implementation Stage 1


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4.3 The time period set for Phase – II-A & II-B may vary as per the requirement and Tendering process. Any change in time for these phases due to reasons not attributable to the bidder shall be changed accordingly.

4.4 The implications on time schedule due to any addition in the scope will be

mutually discussed and agreed upon by PRINCIPAL and CONSULTANT. 5.0 EXTENSION OF COMPLETION TIME: 5.1 In the event of any delay in completion of the project beyond 12 months

including approval period and post implementation period, the impact of the same on the terms and conditions and obligation of Consultant towards completion time and performance guarantee shall be mutually discussed and settled. However, the Consultant shall continue to work as per the agreed terms till such settlement.

5.2 The extension of completion period, if granted, by the Company shall be subject to the following:

a) If it is in the interest of the Company to ensure completion of job and / or

fulfillment of contractual obligations subject to levy of LD when reasons for delay are attributable to the Consultant.

b) However in case of delay due to reasons beyond the control of the consultants, suitable extension of time will be granted.

6. LIQUIDATED DAMAGES:

6.1 If the job is delayed due to the reasons attributable to the consultant beyond the stipulated completion time [Phase-I, III & IV] or any extension thereof and / or to fulfill his obligations in time under the Contract, he shall be liable to pay to the Company as agreed liquidated damages a sum equivalent to 0.5 % of respective phase value (Stage payment) per week of such delay in that stage, subject to maximum of 7.5% of each stage payment.

7. FEES, CHARGES & TERMS OF PAYMENT 7.1 In considerations of the Services to be Rendered by the Consultant as per the

scope of work and Terms Of Reference of this Contract/Order, NINL shall pay to Consultant Lump Sum Fee as mentioned in the Price Format (Annexure –IV), which shall remain firm during entire agreement/contract period of 12 months.


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7.2 In the event of any changes, additions to or deletions from the scope of the

Project and/or services of Consultant, the impact of the same on the fees, terms and conditions and obligation of Consultant towards completion time, project cost and performance guarantee shall be mutually discussed and settled.

7.3 The Company shall pay no advance to the Consultant. 7.4 Bills are to be prepared in the name of Neelachal Ispat Nigam Limited at Kalinga

Nagar Industrial Complex, Duburi, Jajpur , ODISHA, Pin – 755026 or as changed later and submitted in Quadruplicate to the

7.5 The price finalized above shall be all-inclusive Rates including all types of taxes,

duties,levies etc. excluding Service Tax & Educational Cess , as applicable and as may be made applicable till completion. No extra payment shall be made on any account whatsoever. Service Tax & Educational Cess shall be paid extra to the successful bidder upon submission of separate Invoice for Service Tax & Educational Cess after clearing the first R/A bill. From second Bill onwards Service Tax and Education Cess shall be reimbursed upon submission of documentary evidence showing payment of all earlier dues of Service Tax & Education Cess to Tax Authority.. The price quoted shall be on firm basis and no escalation, what-so-ever, shall be applicable for this job. Statutory deductions shall be made by NINL Plant at the time of release of payment to the CONSULTANT.

7.6 The Lump sum consideration shall remain firm and not subject to any escalation

whatsoever during the tenure of the AGREEMENT.


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7.7 Terms of Payment: 7.7.1 The lump-sum price quoted as per the price format shall be paid as per the

percentage mentioned against each Phase of work:

SL.NO PHASES DESCRIPTION OF JOB Percentage of total Contract Price

1 PHASE-I Consultancy Service during Pre-implementation of ERP

35%

2 PHASE-II-A Tendering stage for appointment of Implementation Partners

10%

3 PHASE-III Consultancy Services during Implementation of ERP

35%

4 PHASE-IV Post implementation stage 20% 7.7.2 The desired deliverables for each phase of job and respective payment

schedule is tabulated as below:

SL. NO. SCOPE DELIVERABLE PAYMENT SCHEDULE

1. PHASE – I :

1.1. Prepare the Approach Note and Feasibility Report.

Submission of Report

10% of the Consultancy Changes indicated for Phase – I.

1.2 Prepare the Core Team in making ‘AS IS’ Study.



1.3 Prepare the Cost Estimates, ROI and detail Project Report etc.




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1.4 Preparation of Functional Requirement Specification & submission.

Submission of FRS


1.5 Prepare the Tender Specification for selection of implementation Partner for ERP.

Submission of Tender Documents in 10 Sets (Min.) along with Soft Copy in Compact Disks.

20% of the Consultancy Charges indicated for Phase – I.

1.6 Prepare Business Process Blue Print covering Business Process Re-engineering.

Submission of Report.


1.7 Conduct Change Management Program for Senior Management.

Conduct Change Management Workshop.


2. PHASE – IIA

2.1 Association in Issuance and Finalization of Tender Documents for appointing Implementation Partner.

2.2 Assist in Technical Evaluation of Bids for selection of Implementation Partner

Final Recommendation

2.3 Finalization of Contract and preparation of Draft Contract for Implementation Partner.

Draft Contract and Final Signing of Contract.

100% of the Consultancy Charges indicated for Phase – II-A.

3. PHASE – III

3.1 Carry out Gap Analysis & prepare Business Blue Print.

Submission of Report.

15% of the Consultancy Charges indicated for Phase – III


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3.2 Specification for Tender for necessary Hardware and other infrastructure.

Submission of Tender Specification

15% of the Consultancy Charges indicated for Phase – III.

3.3 Supervision, Monitoring, Control and Advisory Services with respect to job carried out by IP.

Submission of Progress Report.


3.4 Prepare plan for User Acceptance Test and Participate in User Acceptance.



3.5 Prepare for Going Live and ‘GO-LIVE’.

Detailed Activity Planning Report.


3.6 Integration of ERP with legacy application / MES Package/L-1/L-1 Process Control System.

Integration Report


4 PHASE – IV :

4.1 Post Implementation Report Post Implementation Report

30% of the Consultancy Charges indicated for Phase – IV.

4.2 Review of fulfillment as per Blue Print.

Submission of Fulfillment Report.

30% of the Consultancy Charges indicated for Phase – IV.

4.3 Report on Project Completion and Acceptance

Project Completion Report

40% of the Consultancy Charges indicated for Phase - IV.


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7.8 Mode of Payment:

a. Payments against on-account bills shall be released through e-payment within thirty days from the date of submission of clear invoices with all supporting documents by the Consultant. For this purpose the consultant should give the details of the name of the Bank, Branch, RTGS Code & Type of Account No. certified by Bank to which they would like the amount to be credited before submission of the first Running Account (RA) bills. Bank charges if any for encashment of the cheques shall be borne and paid by the successful Bidder.

b. The monthly payment made on the basis of on account (RA) bill will be

treated as advance and adjustment if any will be made in the subsequent bills and/or at the time of final payment. Final bill will be paid within 60 days on completion of all formalities as per the Terms & Conditions of the Contract.

c. Stage payment shall be released after fulfillment of the deliverables

indicated under each activity at each phase, against a certificate of acceptance of respective deliverable issued by NINL and invoice signed in ink by the beneficiary for equal amount indicating the gross value against each deliverable.

d. For claiming payments following evidencing documents will be submitted

by successful Bidder to PRINCIPAL in triplicate.

I) Invoice containing reference to particular installment/ stage payment under the relevant Article of the AGREEMENT under which the payment has been claimed.

II) A certificate issued by the designated authorized representatives of

PRINCIPAL confirming completion of relevant milestone of the Project.

III) ESI Clearance Certificate

IV) PF Deposit certificate/ PF clearance documents

V) Safety Clearance Certificate


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8. RETENTION MONEY :

An amount equivalent to 5% of contract value shall be retained from each Running Account Bill till the end of the contract for soundness in consultancy supervision and the same will be released only after completion of defect liability period.

9. SECURITY DEPOSIT: 9.1 The CONSULTANT shall, within thirty (30) days of LOA/Order which ever is

earlier,provide a Bank Guarantee (as per the enclosed format) for the due performance of the AGREEMENT, an amount equivalent to 10% of the amount of the total value of contract excluding Service Tax & Education Cess.

9.2 The Bank Guarantee shall be valid for the duration of the agreement, which

includes all phases of work including defect liability period. The validity of Bank Guarantee may be subsequently extended as per the requirement of the PROJECT. The Bank Guarantee shall be returned to the CONSULTANT after fulfillment of all the obligations under this AGREEMENT.

9.3 The Company shall be at the liberty to deduct and appropriate from the Security

Deposit such penalties and dues as may be payable by the Consultant under the Contract and the amount by which the Security Deposit is thus reduced by such appropriation will be made good by further deduction from the Consultant’s subsequent progress payments in the same manner as aforesaid until the Security Deposit is restored to its full value mentioned above. On due satisfactory performance and completion of Contract in all respect, the Security Deposit will be returned without any interest thereon to the Consultant on presentation of document as enumerated in the SC and Lien without any condition, is received from the Consultant.

9.4 The Consultant shall not be entitled to claim or receive any interest on the

amount on Security Deposit. 9.5 Forfeiture of Security Deposit: The Company shall have full right to forfeit and

appropriate the Security Deposit on breach of any of the Terms & Conditions of the Contract without prejudice to the rights of the Company.


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9.6 Earnest Money shall be returned to the Consultant upon submission of the “Security Deposit” by them.

10 SERVICE TAX & EDUCATION CESS

The new CENVAT Credit Rules, 2004 notified under Notification No. 23/2004-CE (NT) dated 10.09.2004 extends the Credit of Service Tax and Excise Duty across goods & Services. The said Rules allow the manufacturer of Excisable Goods to avail the credit of Service Tax & Education Cess paid on Taxable Services in addition to the Duty of Excise, additional Duty and Education Cess paid on Inputs and Capital Goods.

10.1 Within one month from the date of the LOA/Order, Consultant shall furnish the

Company the details of services for which Credit of Service Tax & Education Cess can be availed indicating the list of Taxable services to enable the Company to declare the same to Appropriate Authority, as required. The Consultant will ensure Taxable Services provided by him as well as all Taxable services provided by his Sub-Contractors for carrying out the subject job in such a manner that the Company will get the Credit of Service Tax & Education Cess from the appropriate Authority.

10.2 In case of Input Services, Credit can be availed only after the value of the Input services has been paid on the basis of Service Tax shown in the Bill, Invoice or Consignment Note. Therefore, Credit of Taxable Input Services will be availed by the Company based on Service Tax Invoices issued by the service Provider. Such Invoice or Bill issued by the Provider of Taxable Services is to be serially numbered and signed by such person or a person authorized by him and shall contain: - a) The name, address and Registration number b) The name and address of the person receiving Taxable service. c) Description, classification and value of Taxable Service. d) The Service Tax payable thereon.

10.3 Sub-Rule 2 of Rule 4(a) provides that Service Distributor distributing credit of

TaxableServices shall also incorporate data as 12.2.3 (a), (b), (c) & (d) above. Clause (m) of the relevant Service Tax Rules defines “Input Service Distributor” is an office of the manufacturer or producer of final products or provider of Output Services which receives invoices issued under Rule 4(a) of the Service Tax Rule towards purchase of Input services and issue Invoice, Bill or, as the


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case may be, Challan for the purposes of distributing the credit of service Tax paid on the said service to such manufacturer or producer or provider, as the case may be.

10.4 Invoices for all Taxable Input Services shall be made to “Neelachal Ispat Nigam

Limited.” for availing Service Tax & Education Cess Credit under relevant Rules. 10.5 The Service Provider will be required to submit supporting invoice as per Rule 4A

of Service Tax Rules (Second Amendment 04). The Company may hold the Security deposit or/and Retention Money of the Service provider till the required documents are furnished. The Successful Bidder shall also submit any other Document required by the Company to avail the Service Tax & Education Cess credit. In case, the Successful Bidder fails to submit the required Document for availing the Service Tax & Education Cess credit by the Company in respect of Input Services, the Company may recover the same from the Successful Bidder unless the Successful Bidder furnishes proper justification.

10.6 The Company shall reimburse Service Tax & educational Cess to the Consultant

on submission of documents as per relevant Rules and as mentioned at clause no. 7.5 under Terms of Payment.

11. OBLIGATIONS OF THE CONSULTANTS 11.1 General Standard of Performance

The Consultants shall perform the Services and carry out their obligations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate advanced technology and safe and effective equipment, machinery, materials and methods. The Consultants shall always act, in respect of any matter relating to this Contract or to the Services, as faithful advisers to the Client, and shall at all times support and safeguard the Client’s legitimate interests in any dealings with Sub-consultants or Third parties.

11.2 Law Governing Services The Consultants shall perform the Services in accordance with the Applicable Law and shall take all practicable steps to ensure that any Sub-consultants, as well as the Personnel and agents of the Consultants and any Sub-consultants, comply with the Applicable Law. The client shall advise the Consultants in


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writing of relevant local customs and the Consultants shall, after such notifications, respect such customs.

11.3 Conflict of Interests 11.3.1 Consultants not to Benefit from Commissions, Discounts, etc.

The remuneration of the Consultants pursuant to price quoted hereof shall constitute the Consultants’ sole remuneration in connection with this Contract or the Services and the Consultants shall not accept for their own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or to the Services or in the Discharge of their obligations hereunder, and the Consultants shall use their best efforts to ensure that any Sub-consultants, as well as the Personnel and agents of either of them, similarly shall not receive any such additional remuneration .

11.3.2 If the Consultant, as part of the services, have responsibility of advising the client on the procurement of goods, works or services, the Consultant shall comply with any applicable procurement guidelines of the Bank or the Association, as the case may be, and other funding agencies and shall at all times exercise such responsibility in the best interest of the Client. Any discounts or commissions obtained by the Consultants in the exercise of such procurement responsibility shall be for the account of the Client.

11.3.3 Consultants and Affiliates not to be otherwise interested in Project

The Consultants agree that, during the term of this Contract and after its termination, the Consultants and any entity affiliated with the Consultants, as well as any Sub-consultant and any entity affiliated with such Sub-consultant, shall be disqualified from providing goods, works or services (other than the subject Services and any continuation thereof) for any project resulting from or closely related to the Services.

11.3.4 Prohibition of Conflicting Activities

Neither the Consultants nor their Sub-consultants nor the Personnel of either of them shall engage, either directly or indirectly, in any of the following activities:

a) During the term of this Contract, any business or professional activities in

the Government’s country which would conflict with the activities


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assigned to them under this Contract; or

b) After the termination of this Contract, such other activities as may be specified in the SC.

11.4 Others 11.4.1 In the event of any deficiency in the services rendered by CONSULTANT is

noticed within 12 calendar months from commissioning of the PROJECT resulting from CONSULTANT’s faults. Omissions, negligence or lack of due diligence in execution of the PROJECT, the liability of CONSULTANT shall be limited to rendering remedial engineering services including co-ordination with various agencies involved in the PROJECT and site supervision at no additional fees to IISCO Steel Plant beside forfeiting the retention money if available with Principal till that date.

11.4.2 To assist NINL in defending on behalf of the CONSULTANT at Consultant’s

cost against such third party’s claim and/or actions’ and against any law suits of any kind initiated against NINL by providing all available information.

11.4.3 Nothing in this Article shall abrogate or abridge the Consultant’s own liability for

infringement or violation of patent of a third party and shall fully indemnify NINL, if such infringement or violation is proved before and sustained in court of law.

11.4.4 CONSULTANT’S experts shall observe all safety rules and applicable employee

regulations while in NINL’s Units / plants. 11.4.5 CONSULTANT’S Personnel visiting the NINL’s site shall maintain their status

as their employees and shall not take any liability other than those specified in this AGREEMENT and those arising as a result of gross negligence or willful misconduct of receiving party, in the event of death, injury or any eventuality taking place at site.

11.4.6 CONSULTANT shall arrange for the Board & Lodging, Local Transport etc. of

their own personnel working in this project as providing such arrangements will not be possible by NINL.


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11.5 CONSULTANT'S scope of services has been further detailed below. 11.5.1 CONSULTANT shall designate qualified Experts with adequate experience and

CONSULTANT shall render Services to the best of their experience, knowledge and ability, which are possessed and used in practice by CONSULTANT at the time of execution of the AGREEMENT. Within this scope, CONSULTANT takes over a liability to this effect that its services are properly executed and without defects. In case any deficiencies are discovered in the design/drawings/documents submitted by CONSULTANT to PRINCIPAL under this AGREEMENT, CONSULTANT shall, at no cost to PRINCIPAL, correct such deficiencies and resubmit to PRINCIPAL the corrected design/drawings/documents, provided, however, that such deficiencies are not due to inaccurate data, drawings or information furnished by PRINCIPAL to CONSULTANT. CONSULTANT'S liability shall be limited to execution, free of charge to PRINCIPAL of any such services as required for making good possible defects. Deficiencies, if any, shall be made good/ rectified by CONSULTANT within thirty days from the date of intimation by PRINCIPAL.

11.5.2 CONSULTANT shall not be responsible for any loss and/or damage to equipment, utilities, product, tools, implements etc. in the existing plants of PRINCIPAL while working during the period of execution of Consultancy Services except in the event of willful misconduct.

11.6 CONSULTANT shall fully indemnify PRINCIPAL against any losses or damages

arising out of loss or damage caused by CONSULTANT or its representatives due to their misconduct/ gross negligence. In the event of any third party raising claim or initiating any suit against PRINCIPAL on the ground that PRINCIPAL'S use of the Document provided by the CONSULTANT infringes any patent rights belonging to such third party, the CONSULTANT shall indemnify, keep indemnified and hold harmless PRINCIPAL against all actions, claims, damages, losses and expenses raised by third parties and arising from or incurred by reason of any infringement of patent. The overall liability of the CONSULTANT under this clause shall not exceed 1.5 times the fees paid to the CONSULTANT under this Purchase Order.

11.7 CONSULTANT shall submit monthly progress report by 7th of the subsequent

month,covering their scope of work in a format to be mutually agreed upon. 11.8 Any extra work other than those specifically covered in scope of services of this


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Agreement which arises or becomes necessary during the execution of the Agreement shall be undertaken by CONSULTANT at mutually agreed additional price.

11.9 CONSULTANT shall suggest the list of probable reputed, reliable suppliers

along with the ordering specifications for PRINCIPAL'S consideration. 11.10 CONSULTANT shall ensure timely furnishing of all documents and data to the

best of abilities and in sequence of requirement matching with bar chart. 11.11 Technical clearance from Statutory Authorities, State Government, and such

other bodies will be the responsibility of CONSULTANT while formal application and payment of fee etc. will be made by PRINCIPAL. PRINCIPAL shall also render all

12. PRINCIPAL'S RIGHTS & OBLIGATIONS 12.1 PRINCIPAL shall meet the obligations specified herein in good time to enable

CONSULTANT to proceed and complete their scope of work in time. 12.2 PRINCIPAL shall carry out jointly with CONSULTANT physical inspection of

plant & equipment at site as per requirement of the specification. 12.3 PRINCIPAL shall arrange as their part of responsibility for the supervision by

supplier's specialists during erection, commissioning, guarantee tests and operation of the specialized units.

12.4 PRINCIPAL shall arrange necessary shutdowns as per the programme to be

mutually agreed upon. 12.5 PRINCIPAL shall render all assistance to CONSULTANT at site for liaison with

PRINCIPAL’S other contractors, as necessary. 12.6 PRINCIPAL shall issue necessary gate passes for entry of CONSULTANT'S

personnel and movement of materials, tools, tackles, etc. of CONSULTANT to and from site.

12.7 PRINCIPAL shall ensure the correctness of all information / data, etc. supplied


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to CONSULTANT. PRINCIPAL shall also ensure the completeness of all information / data supplied to CONSULTANT to the extent possible.

12.8 PRINCIPAL shall provide, at no cost to CONSULTANT, all such data, drawings

and other related information as may be required by CONSULTANT and available with PRINCIPAL for the effective performance of the consultancy Services and other services under the AGREEMENT. To enable CONSULTANT to perform the services as agreed, additional input shall be provided without undue delay to CONSULTANT, upon its request, provided that the additional input is available with PRINCIPAL.

12.9 Should PRINCIPAL fail to provide such data and information and such

conveniences and services as required under this AGREEMENT, in whole or in part, upon receiving from CONSULTANT'S notice of such failure, or in case PRINCIPAL has provided wrong data and information, CONSULTANT shall not be responsible for delays caused by such failure.

12.10 For the services requisitioned by the CONSULTANT, PRINCIPAL will provide its

adequately qualified and experienced personnel to work under the overall guidance of the CONSULTANT.

12.11 The PRINCIPAL shall have full right to use the designs and documents given by

Consultant and apply knowledge and experience gained from the consultancy services provided by the CONSULTANT.

12.12 In case CONSULTANT fails to render the consultancy services with due

diligence and expedition, the PRINCIPAL without prejudice to his rights, shall be free to get the work done through some third party at the risk and cost of CONSULTANT.

12.13 Approve Invitation to Tender and Draft Contract prepared by CONSULTANT for

inviting tenders with modifications based NINL’s rules etc. 12.14 Decide in consultation with CONSULTANT suitable contract packages for

various jobs, types of contracts, mode of tendering (limited, global, open), methodology of bid evaluation, invite tenders for various works and organize bidders conferences.


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12.15 Carry out negotiation with Tenderers and placement of order on contractors / suppliers.

12.16 Carrying out all necessary liaison work with central or state government and

other agencies as may be required in connection with the work and obtain approval from the Central and State Governments, other statutory bodies wherever necessary. CONSULTANT will inform in time the nature of approvals required and render necessary follow up liaison services and technical assistance in this regard.

12.17 Provide electrical power and water supply at the source of construction networks

in accordance with the requirement. 12.18 Giving site as and when required as per agreed time schedule. 13. SECRECY 13.1 CONSULTANT shall ensure that any information received by them from

PRINCIPAL in connection with performance of their services under this AGREEMENT shall be kept secret and confidential and shall not be disclosed to any other party without the prior written consent of PRINCIPAL.

13.2 PRINCIPAL shall ensure that any information received by them from

CONSULTANT shall be kept secret and confidential. 13.3 The secrecy obligations under this AGREEMENT shall remain in full force even

after the validity of this AGREEMENT has expired. 14. Gate Passes for entry into the NINL Plant 14.1 The Consultant’s Staff will be permitted by the Principal to enter NINL DUBURI

works through specified gates only for their work in connection with the contract. Necessary passes etc. will be issued to the required staff and workers on completion of formalities at his end and at his cost as per the rules of the company in force. Particulars of the employees shall have to be furnished in advance to the company as directed.

14.2 Necessary machinery / equipment and vehicles belonging to the Consultant


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required for the proper execution of the work shall be allowed to be brought inside NINL, DUBURI Works after completion of required pass-in formalities and observing of Rules in force such that clear authority can be established by them for those materials at any time and when desired to take out such materials outside NINL DUBURI Works after completion of contract and/or for any reason what-so-ever. For observance of such formalities as required, the executing dept., Security Dept. shall arrange for necessary gate passes but the Consultant will have to furnish/ maintain necessary records/registers etc. Failure to establish clear ownership status may lead to withholding of permission to take out Consultant’s materials and their forfeiture by Company.

14.3 All categories of employees brought in by Consultant from their permanent

establishment or outside for specialized jobs have to be taken back by consultant on Completion of the job and on Termination of Contract and no responsibility whatsoever, will be borne by the Company in respect of any of the Workers.

15. Insurance to be taken out by the Consultants

The Consultants (i) shall take out and maintain, and shall cause any Sub-consultants to take out and maintain, at their (or the Sub-consultants’, as the case may be) own cost but on terms and conditions approved by the Client, insurance against the risks, land for the coverage, and (ii) at the Client’s request, shall provide evidence to the Client showing that such insurance has been taken out and maintained and that the current premiums therefore have been paid.

16. SUSPENSION

The Client may be written notice of suspension to the Consultants, suspend all payments to the Consultants hereunder if the Consultants fail to perform any of their obligations under this Contract, including the carrying out of the Services, provided that such notice of suspension (i) shall specify the nature of the failure, and (ii) shall request the Consultants to remedy such failure within a period not exceeding thirty (30) days after receipt by the Consultants of such notice of suspension.


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17. APPLICABLE LAW, CONCILIATION AND ARBITRATION 17.1 APPLICABLE LAW:

This AGREEMENT shall be construed and governed in accordance with the Indian substantive Laws.

17.2 CONCILIATION

Any dispute, question, claim or difference arising out of or concerning this tender /contract between the parties shall be settled through mutual negotiation by the parties and parties shall make all endeavor to settle this matters amicably. In case such amicable settlement is not possible, the parties shall take recourse to the conciliation proceedings for resolving such dispute, question, claim or differences. The Conciliatory Committee shall comprise of the following: i) A nominee of NINL Management - Member (Independent of the officer handling the case) ii) A Nominee of the Consultant - Member (Independent of the officer handling the case) iii) Head of Law / Law officer of NINL - Member and Convener The above committee shall conduct the conciliation proceedings in accordance with the provisions of arbitration and conciliation Act 1996. The venue of the conciliation shall be at NINL, DUBURI. The settlement so arrived at during conciliation shall be binding on both the parties and will not be called in question before any court or forum whatsoever. Reference to arbitration shall be made only when the conciliation has failed.

17.3 ARBITRATION 17.3.1 ARBITRATION WITH PUBLIC SECTOR UNDERTAKINGS 17.3.1.1 In the event of any dispute or difference relating to the interpretation and

application of the provisions of the AGREEMENT, such dispute or difference shall be referred by either party to the Permanent Machinery of arbitrators in the department of public enterprises. The award of the arbitrator shall be binding


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upon the parties to the dispute provided, however, any party aggrieved by such award may make a further reference for setting aside or revision of the award to the law secretary, Department of local Affairs, Ministry of Law & justice, GOVERNMENT of India. Upon such reference the dispute shall be decided by the Law Secretary or the special secretary/additional secretary when so unrealized by the Law secretary, whose decision shall bind the parties finally and conclusively. The parties in the dispute will share equally the cost of arbitrations as intimated by the arbitrator.

17.3.1.2 The arbitral proceedings shall be conducted at DUBURI and be subject to the

Court having jurisdiction over the said venue. 17.3.1.3 The provisions of the Arbitration and Conciliation Act, 1996 and the rules

frames there under, if, any, and all the modifications / amendments thereto shall deem to apply and / or be incorporated in this AGREEMENT as and when such modifications /amendments to the Act / Rules are carried out.

17.3.1.4 The obligations under this AGREEMENT shall be continued by the parties,

during the Arbitration proceedings and their recourse to Arbitration shall not be a bar to continuance for the performance of the AGREEMENT nor shall it give them any right whatsoever to stop their obligations.

17.3.2 ARBITRATION WITH PARTY OTHER THAN PUBLIC SECTOR

UNDERTAKINGS 17.3.2.1 All questions, claims, disputes or differences of any kind whatsoever arising

out of or in connection with or in concerning this AGREEMENT, at any time, whether before or after the determination of this AGREEMENT, other than question, claims disputes or differences for the decision of which specific provisions have been made in the forgoing clauses of these conditions (hereinafter referred to as “ expected matters” and decision on which excepted matters according to the said specific provisions shall be final and binding on the parties to this AGREEMENT and shall not be re-opened or attempted to be re-opened on the ground of any other informality, omission, delay or error in the proceeding or on any other grounds whatsoever) shall be referred to the Managing Director /Chief Executive, NINL, DUBURI. The Sole Arbitrator shall hear the cases, adjudicate upon the dispute between the parties under the provisions of the Arbitration and Conciliation Act, 1996 and the rules framed there-under, if any, and all the modifications / amendments thereto shall deem to apply and / or be incorporated in this AGREEMENT as and when such


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modifications / amendments to the Act / Rules are carried out. The Sole Arbitrator shall act independently and impartially. The award of the Sole Arbitration shall be binding on the parties.

17.3.2.2 The arbitral proceedings shall be conducted at NINL,Duburi and this shall be the sole venue for the arbitral proceedings under the AGREEMENT and be subject to the Court having jurisdiction over the said venue.

17.3.2.3 The obligations under this AGREEMENT shall be continued by the parties,

during the Arbitration proceedings and their recourse to Arbitration shall not be a bar to continuance for the performance of the AGREEMENT nor shall it give them any right whatsoever to stop their obligations.

18. FORCE MAJEURE 18.1 Should the fulfillment of the present AGREEMENT be infringed due to hostilities,

embargo, blockages, strike, restraint by Government or any other contingency beyond either party’s control i.e. due to Force Majeure, the parties shall not be responsible for the fulfillment of the present AGREEMENT. Upon the occurrence and cessation of any such contingency, the party suffering there from shall immediately give the other party notice, in writing, within fifteen (15) days of such occurrence or cessation and the representatives of the parties shall immediately consult each other and agree upon the measures to be taken.

18.2 Under the said circumstances, the time of fulfilling the obligations under the present AGREEMENT shall be prolonged for the period within which the Force Majeure or consequences thereof exist.

18.3 If Force Majeure conditions persist for a continuous period of six (6) months and

make further performance of this AGREEMENT impossible, the parties shall meet to reach an agreement for continuation, modification or termination of this AGREEMENT within a further period of six (6) months.

18.4 If an agreement according to clause no. 18.3 cannot be reached, this AGREEMENT may be terminated by either party by giving 60 (sixty) days notice in writing to the other.

18.5 In case of Force Majeure, parties will make best efforts to limit the damages resulting from the Force Majeure situations.


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19. TERMINATION 19.1 NINL reserves the right to itself to terminate the AGREEMENT after completion

of services by CONSULTANT upto Construction Management service for any reason by giving the CONSULTANT a notice of termination.

19.2 In the event of termination of the AGREEMENT under Clause – 21.1 above,

NINL shall pay to the CONSULTANT the fee upto that stage. However, no consequential damages shall be payable by NINL to CONSULTANT in the event of termination.

19.3 In the event of a breach or default of fundamental nature by either party of any

of its obligations hereunder, the other party may terminate this AGREEMENT by giving the defaulting party at least thirty days prior written notice of its intention to terminate the AGREEMENT and telefax advice of the sending of said notice. The said notice shall specify the breach or default complained and if the defaulting party shall fail within the thirty days period to begin to remedy such breach or default, then this AGREEMENT shall terminate at the end of such thirty days period.

19.4 NINL may suspend the work in whole or in part at any time by giving

CONSULTANT notice in writing to such effect stating that the nature the date and anticipated duration of such suspension.

19.5 On receiving the notice of suspension from NINL, CONSULTANT shall stop all

such work, which NINL has directed to be suspended with immediate effect. NINL may at any time cancel the suspension notice for all or any part of suspended work by giving written notice to CONSULTANT specifying the part of work to be resumed and the effective date of suspension withdrawal. CONSULTANT shall resume the suspended work as expeditiously as possible after receipt of such withdrawal of suspension notice. In the event of suspension of the work NINL shall not be liable to CONSULTANT for any damage or loss.

19.6 NINL shall have the right to request CONSULTANT to immediately withdraw

from the PROJECT any person/s whose services in its opinion are not conductive to the execution of the PROJECT. CONSULTANT shall forthwith comply with the said request.


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20. WAIVER 20.1 The failure of either party to enforce any right hereunder shall not be deemed a

waiver of any other right hereunder or of any other breach or failure by said party whether of a similar nature or otherwise.

21. DIVERSIBILITY

If any terms, provisions, covenants or conditions of this AGREEMENT or the application thereof to either party hereto, are held by Government Promulgation or a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the provisions or application of this AGREEMENT shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If the material benefits or ability to perform hereunder of either party shall be materially impaired thereby, the Parties will re-negotiate the term in good faith so as to make adjustment in this AGREEMENT as may be necessary to make it fair and equitable to both parties.

22. NEGLIGENCE 22.1 If CONSULTANT shall neglect to execute the services with due diligence or

expedition or shall refuse or neglect to comply with any reasonable orders given to him in writing by PRINCIPAL in connection with the services or shall contravene the provisions of Agreement, the PRINCIPAL may give notice in writing to the CONSULTANT calling upon him to make good the failure, neglect or contravention complained of within such time as may be deemed reasonable and in default of the compliance with the said notice, PRINCIPAL may rescind or cancel the Agreement.

22.2 Should the CONSULTANT fails to comply with such notice within a reasonable

period from the date of serving thereof, in case of failure, neglect or contravention capable of being made good within that time or otherwise within such time as may be reasonable necessary for making good the same, then and in such case without prejudice to PRINCIPAL'S right under para above hereto, PRINCIPAL shall have the option and be at liberty to take the services wholly or in part out of the CONSULTANT'S scope and may complete the services envisaged in the Agreement either departmentally or may rework with any other party to execute the same or any part thereof for the purpose of completing the services or any part thereof at the risk and cost of the CONSULTANT.


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22.3 Any amendment to the terms and conditions of this AGREEMENT, including the Annexures and the amendments, if any, shall be made in writing by both the parties hereto and shall specifically state that it is an amendment to this AGREEMENT.

22.4 Any notice or other communication which may or which is required to be given under this job shall be sent by FAX, email or by registered or certified courier to the addresses given below or to such other address which may be designated by either party, by written notice to the other, as the address to which notices and communications shall be sent.

23. Documents prepared by the Consultants to be the Property of Principal

All plans, drawings, specifications, designs, reports and other documents prepared by the Consultants in performing the Services shall become and remain the property of the Client, and the Consultants shall, not later than upon termination of expiration of this Contract, deliver all such documents to the Client, together with a detailed inventory thereof. The consultants may retain a copy of such documents only for their guidance.

24. Equipment and Materials furnished by Principal

Equipment and materials made available to the Consultants by the Client, or purchased by the Consultants with funds provided by the Client, shall be the property of the Client and shall be marked accordingly. Upon termination or expiration of this Contract, the Consultants shall make available to the Client an inventory of such equipment and materials and shall dispose of such equipment and materials in accordance with the Client’s instructions. While in possession of such equipment and materials, the Consultants, unless otherwise instructed by the Client in writing, shall insure them in an amount equal to their full replacement value.

25. CONSULTANTS’ PERSONNEL 25.1 General

The Consultants shall employ and provide such qualified and experienced Personnel as are required to carry out the Services.


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25.2 Deployment & Description of Personnel

The titles, agreed job descriptions, minimum qualification required for carrying out of the Services of each of the Consultants’ Key Professional / Sub Professional personnel to be furnished alongwith Techno- commercial offer for guidance only. However, the requisite experts may be deployed as per the need of Project.

25.3 Removal and /or Replacement of Personnel

a) Except as the Client may otherwise agree, no changes shall be made in the Key Professional / Sub Professional Personnel. If, for any reason beyond the reasonable control of the Consultants, it becomes necessary to replace any of the Personnel, the Consultants shall forthwith provide as a replacement a person of equivalent or better qualifications. The upper limit of substitution on account of various reasons including on health ground should not exceed 25% of the total key personnel as given.

b) If the Client (i) finds that any of the Personnel has committed serious

misconduct or has been charged with having committed a criminal action, or (ii) has reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Consultants shall, at the Client’s written request specifying the grounds therefore, forthwith provide as a replacement a person with qualifications and experience acceptable to the Client.

c) No additional claim shall be entertained for such replacement under

Clauses (a) and (b) above. Consultants shall bear all additional travel and other costs arising out of or incidental to any removal and/or replacement.

26. FAIRNESS AND GOOD FAITH 26.1 Good Faith

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


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27. SIGNING OF AGREEMENT 27.1 The Final Consultancy Agreement shall be entered into for providing

Consultancy Services for implementation of ERP and other related services as elaborated under the Scope and Terms of reference and as per provisions of Tender Document.

27.2 The Agreement will be signed and executed by and between NINLand the

Consultant, at the earliest but not later than Thirty (30) days from NINL’s Letter of Acceptance / Letter of award. All expenses of completing and stamping the said Agreement shall be borne by the successful Tenderer. The Contract agreement shall be signed in two original documents, Each Party shall keep one Original document. The successful bidder shall arrange 12 sets of Xerox copies for NINL’s various departments.


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ANNEXURE – IV A

BID SECURITY / EARNEST MONEY BANK GUARANTEE ( On Non-Judicial Stamp Paper of value not less than Rs. 25.00) ………….................................................................................................... (Name of the Bank) Address ..................................................................................................................................................... Guarantee No. ....................................... A/c Messrs ................................................................................................ (Name of Bidder) Date of Expiry ........................................ Limit to liability (currency & amount) ...................................................................................................... Invitation For Bid No. ......................................................... dated ..................................... For ......................................................................................................... (Name of Facilities ) Subject :.................................................................Bid Security Bank Guarantee .

Date ..................... 200.. To ....................................................... Neelachal Ispat Nigam Limited ....................................................... ....................................................... [ Name and Address of Company] Dear Sir,

In consideration of the ___________ (Name of Company) (hereinafter called “Company”) which expression shall unless repugnant to the subject or context include his successors and assigns having agreed to exempt M/s ___________ (hereinafter called “Bidder”) from demand under the terms & conditions of "Standard Bidding Documents" (hereinafter called the said “Bidding Document”) issued by the Company vide No. ________ for the works _______ (Name of the Facilities) from deposit of Bid Security for the due fulfillment by the Bidder of the terms and conditions contained in the said Bidding Document on production of Bank Guarantee for Rs. ________ (Rupees,________ only) (figure inwords).

1. We the _______________ Bank Ltd. ( Name of Bank )(hereinafter referred to as “Bank” ) having

our registered office at ___________ ( address of Bank ) do hereby undertake and agree to indemnify and keep indemnified the Company to the extent of Rs. / ( Rupees_________ only)( figures in words ) against any losses, damage cost, charges and expenses caused to or suffered by or that may be caused or suffered by the Company by reason of any breach or breaches by the Bidder of any of the terms and conditions contained in the said Bidding Document and unconditionally pay the amount claimed by the Company on demand and without demur to the extent aforesaid.

2. We _________ Bank Ltd. do hereby undertake to pay the amounts due and payable under the guarantee without any demur merely on a demand by you stating that the amount claimed is due by way of loss or damage caused to or would be caused or suffered by you by reason of any breach by the said Bidder of any of the terms or conditions contained in the said Bidding Document by reason


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of the Bidder’s failure to fulfill the conditions of said Bidding Document. Any such demand on the Bank shall be conclusive as regards the amount due and payable by the Bank under this guarantee. However, our liability under this guarantee shall be restricted to an amount not exceeding Rs. _____ .

3. We _______________ Bank Ltd. further agree that the Company shall be the sole judge of and as to whether the Bidder has committed any breach or breaches terms and conditions of the said Bidding Document and the extent of loss, damages, costs charges and expenses caused to or suffered by or that may be caused to or suffered by the Company on account thereof to the extent of the Bid Security required to be deposited by the Bidder in respect of the said document and the decision of the Company that the Bidder has committed such breach or breaches and as to the amount or amounts of loss, damages, costs, charges and expenses caused to or suffered by or that may be caused to or suffered decision of the Company that the Bidder has committed such breach or breaches and to the amount or amounts of loss, damages, costs, charges and expenses caused to or suffered by or that may be caused to or suffered by the Company shall be final and binding on us.

4 We _________________ Bank Ltd. further agree that guarantee herein contained shall remain in full

force and effect during the period that would be taken for the performance on the said Bidding Document and that it shall continue to be enforceable till you certify that terms and conditions of the said Bidding Document have been fully and properly carried out by the said Bidder and accordingly discharge the guarantee. Unless a demand or claim under this guarantee is made on us in writing on or before the_______________ we shall be discharged from all liability under this guarantee.

5. We _______________ Bank Ltd. further agree with you that you shall have the fullest liberty without

our consent and without affecting in any manner our obligations hereunder to vary any of the terms and conditions of the said Bidding Document or to extend time of performance by the said Bidder from time to time or to postpone for any time or from time to time any of the powers exercisable by you against the said Bidder and to forbear or enforce any of the terms and conditions relating to the said Bidding Document and we shall not be relieved from our liability by reason of any such variation or extension being granted to the said Bidder or for any forbearance act or omission on your part or any indulgence by you to the said Bidder or by any such matter or thing whatsoever under the law relating to sureties would but for this provision have effect of so relieving us.

6. It shall not be necessary for the Company to proceed against the Bidder before proceeding against

the Bank and the Guarantee herein contained shall be enforceable against the Bank, notwithstanding any security which Company may have obtained from the Bidder at this time when proceedings are taken against Bank hereunder be outstanding or unrealized.

7. We _______________ Bank Ltd. further undertake to unconditionally pay the amount claimed by the Company merely on demand and without demur to the extent aforesaid.

8. We, the said Bank lastly undertake not to revoke this guarantee during its currency except with the

previous consent of the Company in writing and agree that any change in the constitution of the Company or the Bidder or the said Bank shall not discharge our liability hereunder dated ________ day of ___________ 200.. _______ for __________________________ Bank Ltd.

Yours faithfully For ..........................................


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(Name of the Bank)

Annexure – IV B BANK GUARANTEE FOR SECURITY DEPOSIT

( To be executed on Non-Judicial Stamp Paper of appropriate value)

.................................................................................................................. ( Name of the Bank) Address ...................................................................................................................................... Guarantee No. ....................................... A/c Messrs ......................................................................................... ( Name of Contractor) Date of Expiry ........................................ Limit to liability ( currency & amount ) ............................................................................... Contract No. .......................................................................................................................... For ........................................................................................................... ( Name of Facilities ) Sub: .................................................................Bank Guarantee for SECURITY DEPOSIT .

Date ....................... 200.. To ....................................................... ....................................................... ....................................................... [Name and Address of Company] Dear Sir, We refer to the Contract Agreement (hereinafter called the “Contract”) Reference No...................... Dated ............. between you and M/s. ( Name of the Contractor) (hereinafter called the“Contractor”) erection/ Civil Works ( as the case may be ) of ………………………(Package name) including supply of spares.. Whereas the Contractor has undertaken to produce a Bank guarantee under the Contract to secure its obligations to you for the performance of the Contract including the guarantees and warranty of the equipment supplied. 1. We ............................................ ( Name of the Bank ) do hereby expressly irrevocably and

unreservedly undertake to pay to you on your written demand and without demur an amount not exceeding ................................. ( currency and amount ).

2. We do hereby undertake to pay the amounts due and payable under this Guarantee without any

protest or demur, merely on a demand from you stating that the amount claimed is due by reason of breach by the said Contractor of any of the terms or conditions contained in the said Contract or by reason of the Contractor's failure to perform the Contract. Any such demand made on us shall be


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conclusive as regards the amount due and payable by us under this guarantee. However, our liability under this guarantee shall be restricted to an amount not exceeding .......................

3. Notwithstanding anything to the contrary we agree that your decision as to whether the Contractor has committed any such default or defaults and the amount or amounts to which you are entitled by reason thereof will be binding on us and we shall not be entitled to ask you to establish your claim or claims under this Guarantee but shall pay the same forthwith without any objection or excuse.

4. We undertake to pay to you any money so demanded notwithstanding any dispute or disputes raised

by the Contractor(s) / supplier(s) in any suit or proceeding pending before any court or Tribunal or arbitration relating thereto, our liability under these presents being absolute and unequivocal.

5. This guarantee shall come into force simultaneously with submission to company within two weeks

of placement of order and acceptance by company 6. This guarantee shall continue and hold good until it is released by you on the application by the

Contractor 12 months after Issue of Completion Certificate of the facilities, whichever is later, and submitted a copy of your letter for release of this guarantee. Should it be necessary to extend this Guarantee beyond the said date, we undertake to extend forthwith the period of this guarantee on your request till such time as may be mutually agreed by you and the Contractor.

7. You will have the fullest liberty without our consent and without affecting in any manner our

obligation hereunder to vary any of the terms and conditions of the said Contract or to extend time of performance by the said Contractor from time to time or to postpone for any time or from time to time any of the powers exercisable by you against the said Contractor and to forbear or enforce any of the terms and conditions relating to the said Contract and we shall not be relieved from our liability by reason of any such variation, or extension being granted to the said Contractor or for any forbearance, act or omission on your part or any indulgence shown by you to the said Contractor or by any such matter or thing whatsoever which under the law relating to sureties would, but for this provision, have effect of so relieving us.

8. All compensations and payments that may be received by you from the Contractor or any person, firm or company whomsoever for or on account of the Contractor in any way in respect of the said Contract shall be regarded as payments in gross and you will be entitled to proceed against the assets of the Contractor, should the Contractor be wound up or dissolved or declared insolvent in respect of the whole of the Contractor's indebtedness to you without any right on our part to stand in your place in respect of or to claim the benefit of such compensation or payment of any security that may be held by you until you shall have received the full amount of your claims against the Contractor.

9. This guarantee shall not in any way be affected by you taking or varying or giving up any securities

from the Contractor or any other person, firm or company on its behalf or by the winding up, dissolution, insolvency or death as the case may be of the Contractor.

10. In order to give full effect to the Guarantee herein contained, you shall be entitled to act as if we

were your principal debtors in respect of all your claims against the Contractor, hereby guaranteed by us as aforesaid and we hereby expressly waive all our surety ship and other rights, if any, which are in any way inconsistent with the above or any other provisions of this Guarantee.

11. This guarantee and the powers and provisions herein contained are in addition to and not by way


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of limitation of or substitution for any other guarantee or guarantees heretofore given to you by us (whether jointly with other or along) and now existing unconcealed and that this Guarantee is not intended to and shall not revoke or limit such guarantee or guarantees.

12. This guarantee shall not be discharged by any change in the constitution of the Contractor or us, nor shall it be affected by any change in your constitution or by any amalgamation or absorption thereof or therewith but will ensure for and be available to and effaceable by the absorbing or amalgamated company or concern.

13. We shall not revoke this guarantee during its being in force except with your previous consent in

writing.

14. Notwithstanding anything contained herein before our liability under this guarantee is restricted upto a sum ............. ( currancy and amount) ) and shall expire on ............. unless a claim or demand is made on us in writing within three months of the expiry date all your rights shall be forfeited and we shall stand relieved and discharged from our liabilities hereunder.

15. We have power to issue this guarantee under the provisions of the .................... ( Name of the Bank ) Act General Regulations made there under and the undersigned has full power to sign this guarantee under the delegations of powers and notification made under general regulation ..........(Reference No. ...................................), of the resolution of the executive committee of the Central Board of the Bank in the Central Government Gazette.

Your faithfully Dated ......... day of ............... 200.. For .................................................

(Name of the Bank)


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ANNEXURE –IVC

FORM OF CONTRACT AGREEMENT

AGREEMENT NO: …………………., DATED...

CONTRACT AGREEMENT THIS CONTRACT NO. _______________________ made this ______________ Day of ______________, Two thousand ______________ at ________________________. BETWEEN NEELACHAL ISPAT NIGAM LIMITED , a Company incorporated under the Companies Act, 1956 and having its registered office at IPICOL HOUSE ANNEXE,1st FLOOR, JANPATH, BHUBANESWAR, ODISHA, 751022,India, having its plant at Kalinga Nagar Industrial Complex, Duburi, JaJpur, Odisha, Pin-755026 (hereinafter referred to as the "COMPANY / NINL" ) which term or expression unless excluded by or repugnant to the context or the meaning thereof, shall be deemed to include its successors and permitted assigns, OF THE ONE PART , AND M/s. ______________________________, a Company organised and existing under the laws of ________ (Name of the Country) and having its Registered Office at ________________________ (hereinafter referred to as "CONSULTANT / SERVICE PROVIDER" ), which term or expression unless excluded by or repugnant to the context or meaning thereof, shall be deemed to include its successors and permitted assigns, OF THE OTHER PART AND WHEREAS a) The Company / NINL has decided to engage Consultant for________________(Name of the

Facilities ) at NINL, (hereinafter referred to as the “Facilities " ), and b) The CONSULTANT has declared that the CONSULTANT has valuable and

specialized knowledge and expertise for providing Consultancy Services for implementation of ERP solutions (as the case may be) on Lump Sum Contract basis, and

c) The CONSULTANT has declared that the CONSULTANT is in a position to

disclose, impart, deliver and transfer the requisite engineering data, drawings and documents of those items which are in the scope of the CONSULTANT in this Contract, to the Company/NINL for the engineering of the Facilities and for supervising in all activities as necessary including training, association in selection of teams, agencies with the aim to complete the job as specified in the Contract, and


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d) The CONSULTANT has obtained clarifications on technical and commercial aspects, inspected the site and surroundings of Facilities and has examined and considered all other matters, conditions and things, probable contingencies including delays, hindrances and interferences and generally all matters incidental thereto and ancillary thereof, affecting the execution and completion of the Facilities, and

NOW IT IS HEREBY AGREED as follows : NOW IT IS HEREBY AGREED AND DECLARED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:- Article-1 1.1 In consideration of the total contract price of Rs …………./- (Rupees

…………… only ) and as per details specified in the Contract documents and Price Schedule to be paid by the COMPANY / NINL to the CONSULTANT for estimated scope of work and services as specified in the contract the CONSULTANT is hereby covenants with the COMPANY / NINL to perform the work as detailed in the Contract document.

1.2 Subject to the provisions of this Contract, completion of the Package within the

stipulated time is the essence of the Contract. The CONSULTANT shall arrange to effect services under this Contract within the time schedule and in such manner that the completion of all items of work shall be synchronized in such a way that the overall Schedule of the various items specified in the Contract is observed and adhered to.

1.3 The CONSULTANT has very clearly understood the intents and purpose of this

PACKAGE of the COMPANY / NINL which envisages providing Consultancy Services for Implementation of ERP at NINL at Duburi (Odisha) on End- to-End basis. The CONSULTANT has further understood the entire scheme of the PACKAGE and states that, he shall be keeping in view the objectives as stated above, achieve the desired results for this Package without over-run of time and cost and also achieve, demonstrate & establish the performance guarantees at site.


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1.4 It is clearly understood between the parties that the CONSULTANT shall be solely responsible and liable for the successful completion of the work under the Project.

Article-2 2.1 Notwithstanding the approval accorded by the COMPANY / NINL to the

appointment of any sub-contractors including those which may be specified in the Contract, the CONTRACTOR shall be solely responsible for the completion of the work as per specifications and within the time schedule agreed in this contract. Approval of any sub-contractor by the COMPANY / NINL shall not relieve the CONTRACTOR from any of his liabilities or obligations under the Contract and he shall be responsible for the acts, defaults and neglects of any sub-contractor as fully as if they were the acts, defaults or neglects of the CONTRACTOR.

Article-3

Notwithstanding the dispatches made or services render under this Contract directly by the Consultant’s sub-contractor, the CONSULTANT shall remain wholly liable to perform, fulfill and discharge all the obligations and responsibilities under this Contract.

Article-4 4.1 The Contract price is inclusive of all taxes, duties, levies, insurance and freight

as specified in the contract. Statutory variation and new imposition shall be borne by the NINL as per detail provisions of this Contract.

Article-5 5.1 This Contract shall come into effect from the date Letter of Award (LOA) / Order

is issued, i.e.…… Article - 6 6.1 All payments to the CONSULTANT by the COMPANY / NINL shall be governed

by the terms and conditions enumerated in the Contract.


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Article - 7 7.1 In case of any failure, whatsoever, in the contractual obligations, pertaining to

timely completion of the package or meeting performance Guarantee values, the CONSULTANT shall be liable to pay the Company / NINL liquidated damages and not by way of penalty, a sum equipment to 0.50% of total contract value per week of such delay or part thereof subject to maximum of 7.5% of the final contract value.

Article-8 The following documents shall be deemed to form an integral part to this Contract Agreement and shall be read and construed in the order of precedence given below:

1. This Contract Agreement 2.Special Conditions of Contract, Appendices and Annexures 3.Price format/schedule 4.Scope of Work.

In the event of any ambiguity or conflict between the Contract documents listed above, the order of precedence shall be in the order which the contract document are listed above. Article-9 The several documents listed in Article-8 here in above and the Articles herein andforming an integral part of this Contract are to be taken as mutually explanatory to one another Article-10 There are no understandings or agreements between the COMPANY / NINL and the C CONSULTANT which are not fully expressed herein including the documents referred to in Article-8 hereof and no statement or agreement, oral or written made prior to the signing hereof shall have any validity. No modifications of this Contract including documents hereto shall be valid unless the same is agreed in writing by the Parties hereto and issued as an amendment to the Contract.


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Article-11 All notices under this Contract shall be given in writing and shall be deemed sufficiently given when delivered either in person or by fax/ courier or by registered mail addressed to the other party at its address set forth in the preamble to this Contract with a copy to the nominated representative at site. Article-12 This Contract is executed in English language in 2 originals, each party receiving one set and both the sets will be authentic. Within thirty (30) days of signing the Contract, the CONSULTANT shall submit eleven (11) 1 Original and 10 photocopies of the entire Contract Documents to the COMPANY / NINL for their use. Article-13 The Contract shall be subject to the exclusive jurisdiction of Courts at Bhubaneswar, having jurisdiction on Bhubaneswar (with the exclusion of all other Courts). IN WITNESS HEREOF the Parties hereto by representatives duly authorized have executed the Contract on the day, month and the year first above written.

Signature signature Name : Name : Designation : Designation : For & on behalf of For & on behalf of (CONTRACTOR) NINL (Seal of Office) (Seal of Office) In the presence (Name & signature) of : In the presence (name & signature)of ; 1. 1. 2. 2.


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ANNEXURE-IVD

DEVIATION SCHEDULE TO CONTRACT DOCUMENTS

NOTE: 1. Deviation, if any, shall be indicated only in this schedule. 2. Deviation listed elsewhere shall be summarily rejected and shall also be ignored. 3. No separate printed terms and conditions of the bidder shall be considered and

shall be totally rejected. 4. Deviations shall only be discussed during the tender negotiations, if any, and no

fresh additional deviations shall be entertained. 5. Deviations, if any, on the vital clauses, the tender may be rejected without any

indications.

S.NO Clause No. Deviations Proposed Reasons for Deviations


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Annexure – V

Enclo to Enq. Ref.: NINL/CM/SNM/ERP/12-13/ dt.

BILL OF QUANTITIES/ SCHEDULE OF RATES

Consultancy Services from start to end as per the Scope of work , Specification s, other terms as detailed in the Annexure-III and as per all terms, conditions and specifications mentioned in all Annexures of theis Tender Enquiry. Sl. No Description Price Bid ( Rupees )

1 Phase I : Preparation of ERP Business Case

2 Phase II : RFP

3 Phase III : Bid Evaluation and Selection of System Implementer

4 Phase IV : Project Management of ERP implementation

TOTAL FIRM CONTRACT VALUE (Rupees ………………………………………………………………………….only) Notes:- 1. The Contractor shall take in to consideration all technical and commercial

aspects of the job as per scope and subsequent discussions.

2. The price quoted shall include all Taxes, charges, sundry expenses, overhead and any other expenses, as applicable except Service tax and Education Cess. Service tax and Education Cess shall be paid at actual as detailed in the Tender documents.

3. The price shall attract no escalation for any reasons what so ever.