“Automated Fare Collection and Surveillance Solution ForIntelligent Transport System (I TS )” APRIL-2013 BHOPAL MUNICIPAL CORPORATION MUNICIPAL CORPORATION, BHOPAL REQUEST FOR PROPOSAL For “ Automat ed Fare Collecti on and Surveillance Solution F o r I nt elli g en t Tr an sp ort S y s t e m ( IT S) fo r B h o p a l C i t y B us S e r v ices” BHOPAL MUNICIPAL CORPORATION HARSHWARDHAN COMPLEX, MATA MANDIR, BHOPAL (M.P) - 462003 Issued by:- Office of Chief Engineer (Project) Bhopal Municipal Corporation, Harshvardhan, Complex, Mata Mandir, Bhopal (M.P.) Tel. (0755) 2701222; Fax: (0755) 2701223 Page 1 of60
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
Office of the Municipal Corporation, Bhopal(Engineering Project Cell) Harshwardhan Complex,
Near Awanti Bai Chauraha, T.T. Nagar, Bhopal–462 003
Ph: 0755 2701222 Fax: 0755 2701223
No.11/BMC/JNNURM/BRTS/ Bhopal, Date : 29.04.2013
NIT No.11/ Dated 29-04-2013
The Bhopal Municipal Corporation (BMC) invites Technical and Financial Bids fromthe prospective bidders for “Automated Fare Collection and Surveillance Solution
For Intelligent Transport System (ITS)” for Bhopal City Bus Services and Bus terminals.The term of the services will be 5 years. BCLL is the SPV, majorshare holding of BMC set to launch BRTS buses in addition tothe existing buses, which will form the feeder buses for thenew BRTS system. BMC is looking for implementing automatedfare collection and surveillance system for these buses as apart of Intelligent Transport System. Brief Schedule of bidding activities is as
below:
• Off-Board Fare Collection Solution for BRTS buses
• On-Board Fare Collection Solution for Feeder buses
• Video Surveillance Solution for all buses
• Management Information System (MIS)
• Integration with existing Automatic Vehicle Locating System (AVLS)
• Scale up existing ITS Command and Data Centre
• Automated fare collection & Revenue Management System
• Point of sale• Electronic Ticketing Vending Machine (ETVM)
Bidders who meet the detailed eligibility criteria points as mentioned in the RFP document can participate in this
tender. Bids are to be submitted in sealed envelopes on or before the due date mentioned below:Cost of Bid Document (non refundable) Rs. 50,000/- (Rs. FiftEarnest Money (E.M.D.) Rs. 30,00,000/- (Rs. Thirty lakh only)Issue of RFP document as per tender key details
Last date for recei t of as per tender key details
O enin of Technical Bid as per tender key details
The detailed terms and conditions along with the eligibility criteria are given inthe Request for Proposal (RFP), which can be downloaded fromwebsite: http://www.bhopalmunicipal.com by the prospectivebidders and the same may be submitted to the BMC along withthe non refundable fee of INR 50,000/- The RFP Document mayalso be purchased by the applicants from the office of Chief Engineers (project), Municipal Corporation Bhopal on the
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
submission of a written application clearly stating Request forproposal for “Automated Fare Collection and Surveillance Solution For Intelligent Transport
System (ITS)” upon payment of a non refundable fee of INR 50,000/- The methodof payment will be crossed demand draft from any nationalized /
schedule bank in favour of commissioner BMC, Bhopal., payableat Bhopal. A firm will be selected under the procedure asdescribed in the detailed RFP. Conditional Tenders will not beaccepted. BMC has right to accept/reject any tender withoutassigning any reason. BMC reserves all rights to reject whole orpart of the proposal, all or any proposal and modify the termsand conditions.
Chief Engineer (P)
Municipal Corporation, Bhopal
DISCLAIMER
The information contained in this Request for Proposal (RFP) document package provided on behalf of
Bhopal Municipal Corporation (BMC) is being provided to all interested Bidders on the terms and
conditions set out in this RFP document.
This RFP document is not an Agreement and is not an offer or invitation to any other party. The purpose
of this RFP document is to provide bidders with information to assist the formulation of their proposal
submission. This RFP document does not purport to contain all the information Bidders may require. This
RFP document may not be appropriate for all persons, and it is not possible for BMC to consider the
investment objectives, financial situation and particular needs of each bidder. Each bidder should conduct
its own investigation and analysis, and should check the accuracy, reliability and completeness of the
information in this RFP document and obtain independent advice from appropriate sources. BMC and
their advisors make no representation or warranty and shall incur no liability financial or otherwise under
any law, statute, rules or regulations as to the accuracy, reliability or completeness of the RFP document.Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of which depends
upon interpretation of law. The information given is not intended to be an exhaustive account of statutory
requirements and should not be regarded as a complete or authoritative statement of law. BMC accepts no
responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed herein.
BMC may in their absolute discretion, but without being under any obligation to do so, update, amend or
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
supplement the information in this RFP document.
The Bidder shall bear all its costs associated with or relating to the preparation and
submission of its Bid including but not limited to preparation, copying, postage, delivery fees, expenses
associated with any demonstrations or presentations which may be required by BMC or any other
costs incurred in connection with or relating to its Bid. All such costs and expenses will remain with the
Bidder and BMC shall not be liable in any manner whatsoever for the same or for any other costs or other
expenses incurred by a Bidder in preparation or submission of the Bid, regardless of the conduct or
outcome of the Bidding Process. Bhopal Municipal Corporation (BMC) reserves the right not to proceed
with the project, to alter the timetable reflected in this document or to change the process or procedure to
be applied. It also reserves the right to decline to discuss the Project further with any party submitting a
bid. No reimbursement of cost of any type will be paid to persons, entities, or consortiums submitting a
Bid.
1. Preamble
Bhopal Municipal Corporation (BMC) invites Technical and Financial Bids for “Automated Fare
Collection and Surveillance Solution For Intelligent Transport System (I TS )” for Bhopal City
Bus Services operating under the SPV, Bhopal city link limited in the state of Madhya Pradesh. The Bids
shall be prepared in English and all entries must be typed or written in blue/black ink. Initials of the
authorized representative of the bidder must attest all erasures and alterations made while filling the Bids.Over-writing of figures in the Financial Bid is not permitted. Failure to comply with any of these
conditions may render the Bid invalid.
Bhopal Municipal Corporation (BMC) shall not be responsible for any costs or expenses incurred by the
Bidders in connection with the preparation and delivery of bids, including costs and expenses related to
visits to the sites. Bhopal Municipal Corporation (BMC) reserves the rights to cancel, terminate, change or
modify this procurement process and/or requirements of bidding stated in the Tender, without assigning
any reason or providing any notice and without accepting any liability for the same.
The bid evaluation process is detailed in instruction to Bidders in Tender. The Capability Statement would be evaluated based on the Pre-Qualification criteria set forth in Tender. Only those firms who qualify
based on the evaluation of their Technical Bids will be eligible for opening of Financial Bids and their
evaluation. The date of opening of Financial Bids will be communicated in to such bidders at a later date.
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
The City Bus services system in Bhopal is operated by “Bhopal City Link Limited” (BCLL) formed as
SPV functioning under Bhopal Municipal Corporation. The BCLL has been, since its inception in
October 2006, functioning as SPV and managing the Bhopal city bus services through private bus
Operator with the role of a facilitator. BMC/BCLL is committed to enhance commuter satisfaction,
reliability and punctuality of public transport thereby reducing the dependence on private modes of
transport by improving the city bus services in Bhopal. Under Jawaharlal Nehru National Urban Renewal
Mission (JnNURM), 225 no. of buses were sanctioned to Bhopal Municipal Corporation and there are
currently 150 no. of buses are being operated by Bhopal Municipal Corporation through SPV BCLL on 8
routes in the Bhopal city catering to the needs of more than one lakh passengers every day.
BMC/BCLL has adopted a net-cost based Public- Private Partnership (PPP) operational model with the
city providing the basic infrastructure and the private Bus Operator being responsible for operation and
maintenance of the buses. This model has received good recognition. Bhopal Bus Operation is one of the
successful model in India and has received the UMI award 2011 for the best practices in PPP initiatives
taken by Bhopal Municipal Corporation. Apart from an innovative model, BMC/BCLL has also adopted
the use of Automatic Vehicle Location System (AVLS) on all its fleet size and also installing Passenger Information Systems (PIS) at selected stops for relaying this information to the passengers waiting at the
bus-stops. Presently BMC through an SPV formed BCLL, which operates 150 low floor buses out of 225
buses in the various route of city. BMC/BCLL would scale to 225 no. of buses operating from 325 bus
stop and about 82 no. would be BRTS bus stops in the BRTS Corridor from Misrod to Bairagarh.
In order to further improve the system, the city of Bhopal has embarked upon implementing the BRT
project on 24.0 k.m. of heavy demand corridor and the BRTS corridor from Misrod to Bairagarh will
come into operation by JUNE, 2013. Under the JnNURM scheme, a new fleet of 20 no. fully air-
conditioned low floor buses is also being procured which are proposed for operating in the 24 km BRT
corridor. This project has received financial support from JnNURM for development of infrastructure and
also a grant for the installation of Intelligent Transport Systems (ITS).
The BRTS project is expected to boost the modal share of bus based public transport. Right from
inception, BCLL has adopted the path of innovation, in order to achieve the goal of offering good quality
public transport, with available limited resources. Support under JnNURM scheme has allowed BCLL
through Bhopal Municipal Corporation, for operation of the low floor buses in Bhopal City for the
improvement of the public transport in the Bhopal city. BMC/BCLL as an organization is strongly
committed to provide better urban transport facility to commuters.
It is envisioned that, after the implementation of “Automated Fare Collection and Surveillance
Solution For Intelligent Transport System ( IT S) ” in the BRTS Corridor for Bhopal City Bus
Services in the public transport sector in Bhopal city, the bus services shall be modernized to the extent of providing an attractive, comfortable, easy and time-efficient experience to the public transport users in the
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
The scope of the “Automated Fare Collection and Surveillance Solution For Intelligent
Transport System ( IT S) ” work will include design, development, installation and management of
Software and Hardware for automated fare collection, surveillance and intelligent transport system
for the feeder buses as well as BRTS buses for the Bhopal City Bus Services. There will be an agreement
for 5 years with Bhopal City Link Limited (BCLL) for maintenance of the above mentioned Software
and Hardware solution after the completion of the project and handing over of the complete solutions to
Bhopal Municipal Corporation as per the details of the scope of work mentioned below:
Off-Board Fare Collection Solution for BRTS buses: Consisting of Automated fare gates
(AFG) and Automatic Ticket vending Machines (ATVM) terminals in the bus stops.
On-Board Fare Collection Solution for Feeder buses: Consisting of Bus Validators (BV)
and Electronic ticket vending machine (ETVM) on the buses.
Video Surveillance Solution for all buses: On-board video recording with 2 no. CCTV
camera and syncing the stream over WiFi whenever the bus is in the bus terminal.
Management Information System (MIS): System to Record, archive and generate reports from the
ITS being provided.
Integration with existing Automatic Vehicle Locating System (AVLS): The service provider shouldwork on integrating with existing AVLS system, PIS and PAS system installed in the bus, by interfacing
with it to obtain GPS location.
Scale up existing ITS Command and Data Centre: Add the required workstations and operate andmaintain Command Centre with qualified staff.
Automated fare collection & Revenue Management System: All the revenue generated
from the Automatic Ticket vending Machines (ATVM) & point of sale will be collected bythe service provider & the total revenue will be deposited in the account of BCLL/BMC as
per the instruction of the MD, BCLL/Commissioner, BMC.
Point of sale: Provision of POS as defined in the BOQ.
Electronic Ticketing Vending Machine (ETVM): Provision of ETVM as defined in the BOQ
3.1 Off-Board Fare Collection Solution for BRTS buses:
- Automatic Ticket vending Machines (ATVM) terminals need to be installed in the
specified bus stops. Bhopal Municipal Corporation (BMC) will need the commercials to be provided by bidder per bus stop so that Bhopal Municipal Corporation (BMC) will scale it
based on the infrastructure requirements. The ATVM machines should be capable of
accepting coins from the users and issue RFID token based tickets to them whichcomes handy for customers who do not have smart cards.
- The off board ticket issue is to be validated with fare gates. Bhopal Municipal
Corporation (BMC) would require proposals for Automated Fare Gates which are
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
System (PAS) installed in the existing buses plying & for the new buses, by interfacing with
it to obtain GPS location.
- The reports should also be able to integrate with existing AVLS provider reports so
that the information can be presented over a map using the GPS data of fare collection.
- The KMs covered, etc should be obtained by interfaced with existing system to
facilitate KM based report generation.- The bus health/downtime information should also be shown in a revenue loss report by
obtaining information from the existing system.
3.6 Scale up existing ITS Command and Data Centre
- Data center infrastructure at THREE bus terminals to sync and download the videos
from the buses when they arrive.
- Provide access to the video stream from the command and control center.
- Command and control center should be equipped with 5 workstations to monitor the
video streams and additional 4 sealer infrastructures for monitoring the AFC system.
3.7 Automated fare collection system & Revenue Management System:
This system is responsible of collecting data from gates/vending machine/manned POS
of each station to generate daily revenue report, passenger flow statistic report and other
management reports. It is also responsible of setting up parameters for trip fare of each
route and each station and transmits this kind of fare parameter to each gates in every
station automatically.
- Software application suite responsible for providing stakeholders issue smart cards,
manage the balance on the cards.- Securely handle the permitted kilometers in the card and support fare deduction and
toping up.
- Support requirements of tomorrow for using the same cards as a way to make micro
payments.
- To integrate with other single card systems that may evolve in the future.
Modus Operandi for Revenue Collection
- On a daily basis the system generates reports showing revenue accumulated in each
ATIM.
-All the revenue generated and the funds accumulated from the Automatic Ticketvending Machines (ATIM) & point of sale will be collected by the service provider &
the total revenue will be deposited in the account of BCLL/BMC as per the instructionof the MD, BCLL/Commissioner, BMC.
- The amount is tallied with the figures shown by the revenue management system
managed by the by the service provider.
- The bidder should also take the RFID tokens collected in the bus stops and buses and
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
3.8 Point of sale:
- The Point of Sale terminals are designated for customers to purchase provisioned
smart cards, which can be used instead of RFID tokens or paper tickets.
-The bidder is expected to provide PC with card initialization and personalizationdevice and printer.
- This should also include all the middleware, database, backup storage mechanisms,
camera to capture photo of the users.
- These points of sale terminals or the smart card issueterminals should be connected to internet withsuitable internet connectivity, the bandwidth may bedecided by the vendor.3.9 Electronic Ticketing Vending Machine (ETVM):
-These are handheld ticketing machines that will be used by the conductor to issue paper tickets.
- The issued tickets should have barcode printed, which should enable other systems to
validate the issued tickets.
- The ticketing machine should have connectivity as proposed by the bidder to exchange
information with the server.
- The connectivity architecture is to be proposed by the bidder based on the
compatibility to the other systems proposed to receive information.
- The ETVM should have SAM slots to validate the RFID cards.
- ETVM should have display and 20 key keypad.
-The ETVM should also have rechargeable battery to last for 10 hours.
- The ETVM should also have a printer and the suitable media is to be included in the
cost as per the price bid.
-
3.10 Suggestive BOQ
The Bhopal Municipal Corporation (BMC) has the goals to establish the following
network of buses and supporting infrastructure at the Bhopal City through SPV Bhopal
City Link Limited.
# BRT Buses & Feeder Buses 225 no.
# BRT Bus Stops Total no. of BRT Bus Stops=82 no.
# Feeder Bus stops 325 no.
POS for Smart Card Issue 10 no.
Some buses will be shared between BRT corridor bus services and Feeder bus services, so
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
Date of presentation of the case To be intimated at a later stage by Bhopal Municipal
Corporation
Date And Time Of Opening Of Financial
Bid
To be intimated by Bhopal Municipal Corporation (BMC) at a
later date
Website htt p://w ww.bho palmuni ci pal .com
5. Instructions to Bidders
5.1 Due Diligence
The Bidder is expected to examine all instructions, forms, terms and specifications in the
RFP. The Bid should be precise, complete and in the prescribed format as per the
requirement(s) of the RFP. Failure to furnish all information required by the RFP or submission of a Bid not responsive to the RFP in every respect will be at the Bidder’s risk
and may result in rejection of the Bid.
5.2 Cost of Bidding
The Bidder shall bear all costs associated with the preparation and submission of its Bid and
Bhopal Municipal Corporation (BMC), will in no case be held responsible or be liable for thesecosts, regardless of the conduct or outcome of the Bidding Process.
5.3 Cost of Document
The RFP Document would cost Rs. 50,000/- (Rupees Fifty Thousand only) payable in the
form of a Demand Draft drawn in favour of Commissioner, Bhopal Municipal Corporation(BMC), payable at Bhopal. The Bidders who are downloading the RFP Document from
Website shall deposit (in the form of a Demand Draft) the said cost of the RFP Document
along with the Bid. In the event of failure to deposit the requisite cost by such Bidder, that Bid
shall not be processed further.
5.4 Amendment & Clarification to RFP Documents:
At any time prior to the Due Date for submission of bids, Bhopal Municipal Corporation
(BMC) may, for any reason, modify the RFP by amendment. Any amendments/modificationsto the tender, shall be through the issue of addendum(s) to the tender, which shall set forth the
said amendments/modifications thereto (hereinafter referred to as the “Addendum(s)”). All
prospective bidders who have downloaded/purchased the RFP shall be informed of suchAddendum(s) through the BMC website-www.bhopalmunicipal.com and the contents, terms
and conditions of all such Addendums(s) shall be binding on all bidders. The Client may at its
discretion extend the deadline for the submission of Proposals
5.5 Eligibility Criteria
Bidders who include companies, partnerships, proprietary concerns, duly registered co-operativesocieties, consortium (lead partner + one) having the following experience:
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
a) Designed, deployed and maintained 3 automated fare collection system solution projects in
the last 3 years and one onboard bus mounted surveillance projects in the last five years. b) The onboard surveillance project should involve at least 50+ buses installed with any state
transport corporation in India.
c) The bidder should substantiate their experience above projects serving more than 10 bus
operating companies, more than 100 depots, 100 fare gate, more than 3,000 buses, and morethan 3,000 Bus Validator.
d) At least one of these projects should have been operational for a period of at least 5 years
and also at the day of submission of the bid.e) At least one of these projects should support more than 50,00,000 smart cards in operation.
f) At least one of the above projects had provided the Application Software for Central
Clearing House System. The value of the clearing house software component should be morethan INR 50,000,000 to the transport companies.
g) Prime Bidder should have an Average Annual Turnover of more than INR 200 crores for the
past 2 consecutive years in the entity or in the parent company if in case of wholly ownedsubsidiary.
h) None of the bidder or any consortium member should not have been black-listed by anyCorporation/Board or State/Central Government as on the date of bid submission
nationally or internationally.
i) The prime bidder should be ISO9001 certified.
j) The prime bidder should be a registered company in India and the additional member in theconsortium can be Indian / international company.
The required pre-qualification can be met by the JV unless specifically mentioned to be met by the prime bidder.
5.5 Bid Format
The Bidding is a two-stage process comprising the Technical and the Financial bid. The
purpose of the technical bid is to ensure the technical and financial capability of the bidder tosupply the products and services as required. Financial Bids of only those Bidders qualifying
in the Technical Bid would be opened.
5.6 Bid Submission Format
The Bidders will submit the Bid in three envelopes, the details for which are specified below:
Envelope 1 Containing:
Proposal covering letter along with Bid Security in the form of a Demand Draft (EMD
details)
Envelope 2 containing:
Company Profile of Bidder and Consortium partner and Power of Attorney for Appointment
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
i. All the above envelopes viz. ‘1’, ‘2’ and ‘3’ along with the original bid documents
issued / downloaded (including all amendments and clarifications issued by BMC)
duly signed by authorized signatory on all pages shall then be sealed in one outer
envelope.
ii. The inner and outer envelopes shall be addressed to BMC and marked as below:
“Tender for Automated Fare Collection and Surveillance Solution For
Intelligent Transport System(ITS) for Bhopal City Bus Services” To be
OPENED on 22 April, 2013 at 4.00 PM.
iii. The outer as well as inner envelopes shall indicate the name and address of the
Bidder to enable the Proposal to be returned unopened in case it is received late.
5.7 Bid Opening Process
On the day of bid opening, Envelope 1 would be opened first and the Bid Security DD (EMD
details) would be verified.
On successful verification of the Envelope 1, BMC will open the Envelop 2.
Further, the Bidder/s would, at a later date as specified by Bhopal Municipal Corporation (BMC),
should present the proposed solution.
Envelope 3 would be opened on the date and time specified by Bhopal Municipal Corporation
(BMC).
5.8 Bid Security
Bid submitted in response to the Tender Document shall be accompanied by a Bid Security of
Rs. 30,00,000/- (Rs. Thirty lakh only) (herein after referred to as “Bid Security” or “EMD”) in theform of a demand draft drawn in favour of “Commissioner, Bhopal Municipal Corporation
(BMC)” payable at Bhopal
5.9 Discharge of Bid Security of successful Bidder
The Successful Bidder shall be required to furnish a performance guarantee on or before the
date of signing the Concession Agreement. The Bid Security of a Successful Bidder shall be
discharged only after the Successful Bidder furnishes the performance guarantee as required.The Successful Bidder’s Bid Security shall not be adjusted against the Performance
Guarantee. The Bid Security of the unsuccessful Bidders shall be discharged only after the
execution of the agreement with the successful Bidder.
5.10 Performance Bank Guarantee
Within 30 (thirty) days of receipt of ‘Letter of Acceptance’ by the Successful Bidder, the bidder shall furnish a performance guarantee to “Commissioner, Bhopal Municipal
Corporation (BMC)” for an amount equal to 10% (Ten Percent) of the Purchase Order value
of the Successful Bidder. The amount will be payable in the form of a Bank Guarantee fromany Scheduled Bank approved by RBI or Demand Draft. The Bid Security submitted by the
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
Successful Bidder shall not be adjusted against the Performance Guarantee. The Bid security
shall be returned back to the Concessionaire on the receipt of Performance Guarantee. ThePerformance Guarantee shall be kept valid for the entire Term of this Contract Agreement ie. for five
years. The general format of the bank guarantee for Performance Guarantee is set forth in this
Tender. Performance Guarantee in the form of a bank guarantee shall be irrevocable and
valid for the entire Concessionaire Period and an additional period of 90 (ninety) daysthereafter
5.11 Evaluation Criteria
The two-stage evaluation is based on technical and financial evaluations for the bidders who
have qualified for all the prequalification conditions mentioned in the RFP. First, the
technical evaluation is scored as shown in Table below. Bidders with more than 70 points
will be shortlisted for financial bid opening. The lowest financial bid among the shortlisted bidders will be selected for the award of this tender.
Sr.
No.
Criteria Score
1 Bidders Organization Profile with past financial performance (last
three years audited results)
15
2 Bidders past experiences in similar projects (this is in addition to thefirm meeting all the prequalification conditions)
20
3 Presentation (on a date to be specified by Bhopal MunicipalCorporation (BMC) clearly indicating a complete understanding of the
project, along with a proposed work plan, methodology for
implementation, operations etc. and concept demonstration.(a) Understanding of the architecture, process flow and feasibility of
the Project plan(b) Ability to demonstrate a working ITS system to include
Vehicle Location System & Passenger Information System on and off the bus highlighting key features required by Bhopal Municipal
Corporation (BMC)
30
4 Project Approach and Methodology, Proposed staff, Hardware and
Maintenance of operations
10
5 References from Current and Past Clients 25
Total Technical Score 100
Evidence in the form of supporting documents and the presentation should be submittedalong with the Technical Tender
5.12 Financial Bid Opening
After the evaluation of first round is completed, the Bhopal Municipal Corporation (BMC) shall
notify those Bidders, whose proposals did not meet the minimum qualifying mark or were
considered non- responsive to the Tender and scope. The client shall simultaneously notify bidders that have secured the minimum qualifying mark, indicating the date and time set for
opening the financial proposals. The Price Proposal shall be opened in the presence of the
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
successful Bidder’s representatives who choose to attend. The name of the Bidder’s and the
proposed price shall be read loudly and recorded when the financial proposal is opened.
The Evaluation committee will determine whether the financial proposal is complete and will
correct any computational error. The bidder’s qualified in the technical proposal and who
quotes the lowest in the financial proposal will be qualified as qualified Bidder.
5.13 Validity Period
Bids shall remain valid for a period of 180 days (One hundred and eighty days) from the last
date of submission of the RFP. The Bhopal Municipal Corporation (BMC) reserves the right to
reject a Bid as non- responsive if such Bid is valid for a period which is less than specifiedand Bhopal Municipal Corporation (BMC) shall not be liable to send an intimation of any such
rejection to such Bidder.
5.14 Extension of Period of Validity
In exceptional circumstances, Bhopal Municipal Corporation (BMC) may solicit the Bidder’sconsent for an extension of the period of Bid validity. Any such request by the Bhopal
Municipal Corporation (BMC) and the response thereto shall be made in writing and such
extension of Bid validity period by the Bidder should be unconditional. A Bidder may refuse
BMC’s request for such extension without forfeiting the Bid Security. A Bidder accepting therequest of Bhopal Municipal Corporation (BMC) shall not be permitted to modify its Bid.
5.15 Modification and Withdrawal of Bid
No bid may be withdrawn in the interval between the deadline for submission of bid and the
expiration of the validity period.
5.16 Submission Document Checklist
Bidder should be required to submit the following documents. The formats for thesedocuments, where applicable, are placed in this RFP
Sr. Document Name Yes/No
1 Envelope One Bid covering letter in given format Bid security DD / Tender fee Power of Attorney for Appointment of Lead Member
(where applicable)
2 Envelope Two Technical proposal covering letter Appendix A: Bidders organization With last three years
financial reports Appendix B: Bidders Experience Appendix C: Approach paper and Methodology Appendix D: Proposed staff, hardware and operations Appendix E: References
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
6. General Conditions of the Tender
6.1 Letter of Acceptance & Agreement
As the first step for the assignment, Bhopal Municipal Corporation (BMC) will issue
Bidder a Letter of Acceptance. This letter will refer to the proposal and confirm itsacceptance. The parties agree to enter into a Service Agreement in due course, which
shall consist of Project Terms and Conditions- as stipulated in this RFP and the
Technical Proposal provided by the Bidder. If any bidder wishes to lodge a complaintagainst the other bidder regarding the submission of FALSE document information,
etc. The bidder has to deposit Rs. 2,50,000/- in favour of “Commissioner, Bhopal
Municipal Corporation (BMC)”. The start of the operations shall not be later than one
month from the date of issue of Letter of Acceptance. The deposited DD will bereturned after screening the found to be true. However if the claim is found to be false,
the deposit will be forfeited.
6.2 Work Order
Work Order once placed cannot be cancelled or amended in normal circumstances. Butin case of any emergency situations it can be amended on mutual consent in writing.
6.3 Service Agreement Period
The Service Agreement period shall be five years.
6.4 Tax liability
The Prices mentioned in the proposal should include all taxes applicable as on the date
of submission of this proposal. The Bhopal Municipal Corporation (BMC) shall be entitled
to deduct tax at source as may be applicable. The TDS certificate(s) shall be submittedas per the due date specified in the Income Tax Act.
6.5 Proposal Disqualification Criteria
The proposal is liable to be disqualified in the following cases:
6.5.1 Proposal submitted in incomplete form.
6.5.2 Proposal is not accompanied by all requisite-supporting documents.
6.5.3 Information submitted in technical proposal is found to be misrepresented,
incorrect or false, accidentally, unwittingly or otherwise, at any time during the processing of the contract (no matter at what stage) or during the tenure of the
contract including the extension period if any.
6.5.4. Bidders may specifically note that while evaluating the proposals, if it comes to
BMC’s knowledge expressly or implied, that some Bidders may have
compounded in any manner whatsoever or otherwise joined to form an alliance
resulting in delaying the processing of proposal then the Bidders so involved areliable to be disqualified for this contract as well as for a further period of two
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
years from participation in any of the bids floated by Bhopal Municipal
Corporation (BMC). It is also clarified that if need arises Bhopal MunicipalCorporation (BMC) would go in for appointment of outside party(s) to undertake
the work under the captioned bid.
6.6 The Bhopal Municipal Corporation (BMC) reserves the right to accept or reject any proposal and to annul the bidding process and reject all proposals at any time prior to
award of contract, without there by incurring any liability to the affected Bidder or
Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for Bhopal Municipal Corporation (BMC)’s action.
6.7 Notification of Award
Prior to the expiration of the validity period Bhopal Municipal Corporation (BMC) will
notify the successful Bidder in writing or by fax, to be confirmed in writing by issue of Letter of Acceptance stating that its proposal has been accepted. The notification of award
will constitute the formation and execution of the contract. Upon the successful Bidder’s
furnishing of performance security, Bhopal Municipal Corporation (BMC) shall executethe contract agreement with the successful Bidder and issue the notice to proceed as well.
6.8 Signing of Contract
At the same time as Bhopal Municipal Corporation (BMC) notifies the successful Bidder
that its proposal has been accepted, Bhopal Municipal Corporation (BMC) shall enter into
a Service Agreement with the ITS service provider after submission of the performancesecurity, on the lines indicated in Annexure ‘D’. The Service Provider will raise invoice
for CAPEX regarding “Automated Fare Collection and Surveillance Solution For
Intelligent Transport System (ITS)” work will include design, development, Supply,
installation Testing, Commissioning of Software and Hardware for automated farecollection, surveillance and intelligent transport system for the BRTS buses, Bus stops on
BRTS corridor, feeder buses and for Bhopal City Bus Services as per the terms and
conditions defined in the payment terms and conditions. The same shall be paid by BhopalMunicipal Corporation (BMC) as per terms and conditions finalized in service agreement.
6.9 There will be an agreement for 5 years with Bhopal City Link Limited (BCLL) for maintenance of the above mentioned Software and Hardware solution after the completion
of the project and handing over of the complete solutions to Bhopal Municipal Corporation
as per the details mentioned in the scope of work and the detailed bills of quantities. After the start of operations, the Service Provider will raise a monthly invoice for OPEX for
Operations and Maintenance Cost for duration of the 5 years contract to Bhopal City Link Limited (BCLL).
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
7. Format for Proposal covering letter
To:
The Chief Engineer,
Bhopal Municipal Corporation (BMC)
Bhopal, Madhya Pradesh Date:
Dear Sir:
We, the undersigned, offer to provide the services for On-board surveillance and AFC
solution for Bhopal in accordance with your Request for Proposal dated [Insert Date].
We are hereby submitting our Technical Proposal, the Financial Proposal duly sealedunder separate envelopes.
We are submitting our Proposal in association with: [Insert a list with full name andaddress of each associated member] (where applicable)
We hereby declare that all the information and statements made in this Proposal aretrue and accept that any misinterpretation contained in it may lead to our
disqualification.
- We undertake, if our Proposal is accepted, to initiate the services based on serviceagreement
- We understand you are not bound to accept any Proposal you receive. Yourssincerely,
Authorized Signature [In full and initials]: Name and Title of Signatory:
WHEREAS _________________________________[name and address of Contractor/Service
Provider]
(Hereinafter called “the Contractor”) has undertaken, in pursuance of Contract
No.______________ dated ____________ to execute ___________________________ [Name of
Contract and brief description of Works] (Hereinafter called “the Contract”); AND WHEREAS it
has been stipulated by you in the said Contract that the Contractor shall furnish you with a Bank
Guarantee by a NATIONLALISED / SCHEDULED bank for the sum specified therein as security
for compliance with his obligations in accordance with Contract; AND WHEREAS we have
agreed to give Contractor such a Bank Guarantee; NOW THEREFORE we hereby affirm that we
are the Guarantor and responsible to you, on behalf of the Contractor, up to a total of
___________________ [amount of Guarantee]___________________________ [in words] such
sum being payable in the types and proportions of currencies in which the Contract Price is payable, and we undertake in which the Contract Price is payable, and we undertake to pay you,
upon your first written demand and without cavil or argument, any sum or sums within the limits
of _________________________ [amount of Guarantee] as aforesaid without your needing to
prove or to show grounds or reasons for your demand for the sum specified therein. We hereby
waive the necessity of your demanding the said debt from Contractor before presenting us with the
demand.
We further agree that no change or addition to or other modification of the terms of the Contract or
of the Works to be performed there under or of any of the Contract documents which may be made
between you and the Contractor shall in any way release us from any liability under this guarantee,
and we hereby waive notice of any such change, addition or modification.
This guarantee shall be valid until the date……………………………………..
Signature and of the guarantor: ____________________________________________
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
4. Now, the Bhopal Municipal Corporation (BMC) and the Service Provider are desirous of entering
into this Service Agreement
NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions set forth
herein, it is hereby agreed by and between the parties hereto as follows:TERMS AND CONDITIONS
ARTICLE 1 - DEFINITION
1. “Affiliate” means in relation to any Party, a person that controls, is controlled by, or is under common
control with such Party. The term “control” herein means, with respect to a person that is a corporation,
the ownership, directly or indirectly, of more than or equal to fifty percent (50%) of the voting securities
of such person, and, with respect to a person that is not a corporation, the power to direct the
management or policies of such person, whether by operation of law, by contract or otherwise
2. "Agreement" means this Build, Own, Operate and Transfer Agreement, as the same may be amended,supplemented or modified from time to time in accordance with terms and conditions hereof.
3. “Applicable Law” means all the laws, acts, ordinances, rules, regulations, notifications, guidelines
or bye-laws, in force and effect, as of the date hereof and which may be promulgated or brought into
force and effect hereinafter in India, including judgments, decrees, injunctions, writs or orders of any
court of record, as may be in force and effect during the subsistence of this Agreement and applicable to
the Project.
4. “Appointed Date” means the date of this Agreement.
5. “BMC” shall mean Bhopal Municipal Corporation.
6. “Commercial Operations Date” COD means the date mutually agreed upon by parties for
commencement of ITS Services
7. “Due Date of Payment” means 30 Days from the date Bhopal Municipal Corporation (BMC)
receives an Invoice from the Service Provider
8. “Event of Default” shall have the same meaning as provided in this Agreement
9. “Force Majeure” or “Force Majeure Event” means circumstances or situations that are unusual
occurrences which tend to disrupt normal activities and which are beyond the control of the Partyaffected by them (“Affected Party”) which is not attributable to the other Party and include, but not be
limited to the following:
a. earthquake, flood, inundation and landslide;
b. storm, tempest, hurricane, cyclone, lightning, thunder or other extreme atmosphere
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
17. “Service Agreement” means this agreement including, without limitation, any and all Schedules
hereto which will be entered into between Bhopal Municipal Corporation (BMC) and the Successful
Bidder through which rights will be granted to the Successful Bidder to provide ITS services for city bus
services in Bhopal.
18. “Service Provider” means, selected through competitive bidding process for providing ITS services.
19. “Successful Bidder” means the service provider who has been selected by Bhopal Municipal
Corporation (BMC) pursuant to competitive bidding process pursuant to the RFP.
20. “Taxes and Duties” means all taxes, duties, fees etc. payable under the Applicable Laws in
connection with the project.
21. “Term” shall have the same meaning as provided in Clause 3 of this Agreement.
22. “Termination” means the early termination of this Agreement pursuant to Termination Notice or
otherwise in accordance with the provisions of this Agreement but shall not, unless the context otherwiserequires, include expiry of this Agreement from the Appointed Date due to efflux of time in the normal
course.
23. “Termination Date” means the date specified in the Termination Notice as the date on which
Termination occurs.
24. “Termination Notice” means the notice of Termination by either Party to the other Party, in
accordance with the Advertisement Agreement.
25. “Third Party” means any Person other than Bhopal Municipal Corporation (BMC) and the Service
Provider
26. “BCLL” shall mean Bhopal City Link Limited.
ARTICLE 2 - INTERPRETATIONS
In this Agreement, unless the context otherwise requires:
1. In the singular include the plural and vice-versa
2. Words importing the masculine gender shall be taken to include the feminine gender and words
importing persons shall include any Bhopal Municipal Corporation (BMC) or association or body of individuals, whether incorporated or not.
3. The heading of these conditions shall not affect the interpretation or construction thereof of the
Clause.
4. Wherever date and period are specified in the Agreement for completing some formalities/
tasks/ documentations etc, the commencement of the period prescribed for the said completion shall be
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
installation, testing and commissioning of Software and Hardware for intelligent transport system for
the feeder buses as well as BRTS buses for the Bhopal City Bus Services. The Service Provider will
raise invoice for CAPEX regarding “Automated Fare Collection and Surveillance Solution For
Intelligent Transport System (ITS)” work will include design, development, Supply, installation
Testing, Commissioning of Software and Hardware for automated fare collection, surveillance and
intelligent transport system for the BRTS buses, Bus stops on BRTS corridor, feeder buses and for
Bhopal City Bus Services as per the terms and conditions defined in the BOQ. The same shall be paid by
Bhopal Municipal Corporation (BMC) as per terms and conditions finalized in service agreement as
below:
Bhopal Municipal Corporation (BMC) would release 60% upon supply of materials to BMC, 20 % on
installation, Testing & commissioning and 20% after ONE year of successful operation.
2. The payments would be subject to receipt of invoice and shall be cleared at the earliest. Further
payment will be subject to deduction on account of imposition of penalties by Bhopal Municipal
Corporation (BMC). The Bhopal Municipal Corporation (BMC) shall be entitled to deduct tax at sourceas may be applicable. The TDS certificate(s) shall be submitted as per the due date specified in the
Income Tax Act.
3. There will be an agreement for Five years with Bhopal City Link Limited (BCLL) for Operations and
maintenance of the above mentioned Software and Hardware solution after the completion of the projectand handing over of the complete solutions to Bhopal Municipal Corporation as per the details mentioned
in the scope of work and the detailed bills of quantities.
4. After the start of operations, the Service Provider will raise a monthly invoice for OPEX for Operations
and Maintenance Cost for duration of the 5 years contract to Bhopal City Link Limited (BCLL). Based on
the OPEX priced bid accepted by the Bhopal Municipal Corporation (BMC), the payments would be done
by Bhopal City Link Limited (BCLL) for Operations and maintenance of the “Automated Fare Collectionand Surveillance Solution For Intelligent Transport System (ITS)” for the feeder buses as well as BRTS
buses for the Bhopal City Bus Services.
5. The Bhopal City Link Limited (BCLL) shall be entitled to deduct tax at source as may be applicable.
The TDS certificate(s) shall be submitted as per the due date specified in the Income Tax Act.
ARTICLE 9 - PENALTIES
Bhopal Municipal Corporation (BMC) may verify compliance of all parameters, requirements,
obligations and responsibilities enforceable against the Service Provider by virtue of the provisions of
this Agreement. The Service Provider shall allow Bhopal Municipal Corporation (BMC) representatives,
personnel and contractors of Bhopal Municipal Corporation (BMC), complete access to the facilities(including equipment, material and personnel) to enable Bhopal Municipal Corporation (BMC) to
inspect, audit and monitor the performance. For any default, Bhopal Municipal Corporation (BMC) may
impose penalties.For any default, BCLL may impose penalties which shall be as per formula given below:
• Amount equivalent to 10% daily penalty of the monthly OPEX charges shall be deducted for the
default period. Maximum penalty shall be limited to the monthly OPEX charges.
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
• Default period shall begin after 24 hours from the time the Video Surveillance Solution for
all buses & Electronic Ticketing Vending Machine (ETVM) made available to Service
Provider for repair/ replacement.
• Default period will begin after 24 Hours from the time Off-Board Fare & On-Board Fare
Collection Solution is reported to be out of order on particular Buses & bus stops.
• Default period will begin after 24 Hours from the time Management Information System
(MIS) & Automated fare collection, Revenue Management System Point of sale
and Point of sale is reported to be not working properly
ARTICLE 10 - PERFORMANCE GUARANTEE
1. For due and complete performance of its obligations, the service provider shall deliver to Bhopal
Municipal Corporation (BMC), simultaneously with the execution of this Agreement, an irrevocable and
unconditional bank guarantee from a scheduled bank acceptable to Bhopal Municipal Corporation
(BMC) for a sum of Rs [ ( only) equivalent to 10% (Ten) of the PO value (hereinafter referredto as the “Performance Guarantee”), in the form set forth in this Agreement.
2. The Performance Guarantee shall be kept valid for the entire Term of this Contract Agreement ie. for
five years. The Performance Guarantee shall be appropriated and encashed by Bhopal MunicipalCorporation (BMC) in the event of any loss, damage or claim suffered by Bhopal Municipal
Corporation (BMC) due to breach of terms and conditions of this Agreement by the Service Provider,
including Material Breach of this Agreement being committed by the Service Provider.3. The Performance Guarantee shall be returned to the Service Provider after a maximum of 6 (six)
months following the expiration of the Term, post satisfactory transfer of entire facility and assets to
Bhopal Municipal Corporation (BMC) and pursuant to adjustment of any damages, losses or claims
suffered by Bhopal Municipal Corporation (BMC), if any.
ARTICLE 11- FORCE MAJEURE
1. Notice of Force Majeure Event
(a) A soon as practicable and in any case within seven (7) days of the date of occurrence of a ForceMajeure Event or the date of knowledge thereof, the Affected Party shall notify the other Party of the
same setting out, inter alia, the following in reasonable detail:
(i) the nature and extent of the Force Majeure Event;(ii) the estimated duration of the Force Majeure Event;
(iii) the nature of and the extent to which, performance or any of its obligations under this
Agreement is affected by the Force Majeure Event;
(iv) the measures which the affected Party has taken or proposes to take to alleviate / mitigate theimpact of the Force Majeure Event and to resume performances of such of its obligations affected
thereby; and(v) any other relevant information concerning the Force Majeure Event, and / or the rights andobligations of the Parties under this Agreement.
(b) As soon as practicable and in any case within five (5) days of notification by the affected party in
accordance with the preceding Sub-Clause (a), the Parties shall meet, hold discussions in good faithand where necessary conduct physical inspection / survey in order to:
(i) assess the impact of the underlying Force Majeure Even;
(ii) to determine the likely duration of Force Majeure period; and
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
(iii) to formulate damage mitigation measures and steps to be undertaken by the Parties for
resumption of obligations the performance of which shall have been affected by the underlyingForce Majeure Event.
(c) The affected party shall during the Force Majeure period provide to the other Party regular (not
less than weekly) reports concerning the matters set out in the preceding Sub-Clause (b) as also any
information, details or document, which the other Party may reasonably require.
2. Performance of Obligations
If the affected party is wholly or partially unable to perform any of its obligations under this Agreement
because of a Force Majeure Event, it shall be excused from performance of such obligation to the extent
it is unable to perform the same on account of such Force Majeure Event provided that:(a) due notice of the Force Majeure Event has been given
(b) the excuse from performance shall be of no greater scope and of no longer duration than is
necessitated by the Force Majeure Event;(c) the Affected Party has taken all reasonable efforts to avoid, prevent, mitigate and limit damage,
if any, cause or is likely to be caused to ITS Services as a result of the Force Majeure Event andto restore the ITS Services to their original state (normal wear and tear excepted);
(d) when the affected party is able to resume performance of its obligations under this Agreement, itshall give to the other Party written notice to that effect and shall promptly resume performance
of its obligations hereunder the non-issue of such notice being no excuse for any delay for
resuming such performance;(e) the affected party shall continue to perform such of its obligations which are not affected by the
Force Majeure Event and which are capable of being performed in accordance with the
Agreement;
3. Termination due to Force Majeure Event
(a) If a Force Majeure Event continues or is in the reasonable judgment of the Parties likely to
continue beyond a period of 120 consecutive days, the Parties may mutually decide to terminate
this Agreement. If the Parties are unable to reach an agreement in this regard, either Party shall
after the expiry of the said period of 120 consecutive days, be entitled to terminate thisAgreement by giving written notice to the other Party.
(b) If the Party having the right to do so decides to terminate this Agreement, it shall issueTermination Notice setting out:
(i) in sufficient detail the underlying Force Majeure Event;
(ii) the Termination Date which shall be a date occurring not earlier than 60 days from the date of
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
12.1 The Service Provider Event of Default means any of the following events unless such an event
has occurred as a consequence of a Force Majeure Event (“Service Provider Event of Default”):
(i) The Service Provider is in/commits a Material Breach,
(ii) Any representation made or warranties given by the Service Provider under the Bus ServiceProvider s Agreement, is found to be false or misleading,
(iii) The Service Provider repudiates this Agreement
12.2 Bhopal Municipal Corporation (BMC) Event of Default means any of the following events
unless such an event has occurred as a consequence of a Force Majeure Event (“Bhopal Municipal
Corporation (BMC) Event of Default”):
(i) Bhopal Municipal Corporation (BMC) is in Material Breach of its obligations
(ii) Any representation made Bhopal Municipal Corporation (BMC) under the Bus Service Provider s Agreement is found to be false or misleading.
12.3 Consultation Notice
Either Party shall first issue to the other Party a notice in writing specifying in reasonable detail the
underlying Event of Default(s) and proposing consultation amongst the Parties to consider possible
measures of curing or otherwise dealing with the underlying Event of Default (“Consultation
Notice”). The Party committing the Event of Default that gives rise to the Consultation Notice can cure
the relevant Event of Default within 90 days of receiving Consultation Notice.
12.4 Remedial Process
Following the issue of Consultation Notice by either Party, within a period not exceeding 90 days or
such extended period as they may agree the Parties shall endeavor to arrive at an agreement as to the
manner of rectifying or remedying the underlying Event of Default (“Remedial Period”). The
Parties shall endeavour to arrive at an agreement.
12.5 Obligations during Remedial Period
During the Remedial Period, the Parties shall continue to perform their respective obligations
12.6 Revocation of Consultation Notice
If during the Remedial Period the underlying Event of Default is cured or waived the
Consultation Notice shall be withdrawn by the Party who has issued the same and the Event of Default
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
The Service Provider shall indemnify and hold Bhopal Municipal Corporation (BMC) harmless,
from any and all claims, liabilities, costs, damages and expenses of every kind and nature in respect of
the sickness, injury or death of any person employed directly or indirectly by the Service Provider or any
subcontractor and their respective employees and damage to or destruction of any property or equipment
of the Service Provider or its subcontractors and their respective employees arising during or as a result
of the performances or non-performance of this Agreement from any cause whatsoever provided that
this clause shall not apply to injury, death, damage or destruction to the extent caused by the negligence,
default or omission of Bhopal Municipal Corporation (BMC) or its employees.
2. General Indemnity
Subject to the exclusions and limitations of liability in this clause, the Service Provider shall indemnify
and hold Bhopal Municipal Corporation (BMC) harmless for and against any and all claims, liabilities,
costs, damages and expenses of whatsoever nature howsoever incurred by Bhopal Municipal
Corporation (BMC) arising whether directly or indirectly as a result of the breach by the Service
Provider of any of the Service Provider's obligations under this Agreement save to the extent such
claims, liabilities, costs, damages and expenses were caused by the negligence, default or omission of
Bhopal Municipal Corporation (BMC) or its employees and/or agents.
ARTICLE 15 - AMICABLE DISPUTE RESOLUTION
(a) All disputes arising in connection with this Agreement shall, to the extent possible, be settled
amicably by prompt good faith negotiations between the representatives of the Parties. Save where
expressly stated otherwise in this Agreement, any dispute, difference or controversy of whatever
nature howsoever arising under, out of or in relation to this Agreement including non completionof the Project between the Parties and so notified in writing by either Party to the other (the
"Dispute") in the first instance shall be attempted to be resolved amicably by the Parties and failing
such resolution of the same, in accordance with the procedure set forth in sub article (b) below.
(b) Either Party may require the Dispute to be referred to Commissioner, BMC for amicable
settlement. Upon such reference, both the Parties and the Commissioner or his nominee (who can
be an employee of BMC dealing the project or otherwise) shall meet at the earliest mutual
convenience and in any event within 60 days of such reference to discuss and attempt to amicably
resolve the Dispute. If the Dispute or difference or claim, as the case may be, is not amicably
resolved within 60 (sixty) days of such meeting, the same shall be brought to the notice of
Commissioner, Urban Administration and Development Department, Government of
Madhya Pradesh, whose decision in this regard shall be final and binding on both the Parties. The
decision taken by Commissioner, UADD shall be final and binding upon the Parties without any
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
5. ASSIGNMENT
Neither Party shall assign any of its rights or obligations under this Agreement to any third party without
the prior written consent of the other Party; provided however that no such written consent will be
required in the case of an assignment by a Party to an Affiliate of the Party for the purposes of an
amalgamation or reconstruction of such Party. Notwithstanding the foregoing, for the purpose of
obtaining financing for the Project, the Bhopal Municipal Corporation (BMC) may assign or create
security over its rights and interests under or pursuant to this Agreement. The Bhopal Municipal
Corporation (BMC) shall execute all such consents to assignment and/or acknowledgements of any
security created and shall deliver such opinions of counsel regarding the same as may be reasonably
requested by the Service Provider
6. NO PARTNERSHIP
Nothing herein contained shall be construed to constitute a partnership between Bhopal Municipal
Corporation (BMC) and Service Provider, or to constitute either party as the agent of the other andneither party shall hold itself out as such.
7. SEVERABILITY
(a) If for any reason whatever any provision of this Agreement is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other instrumentality
to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not
prejudice or affect the remaining provisions of this Agreement which shall continue in full force and
effect.
(b) The Parties will negotiate in good faith with a view to agreeing upon one or more provisions whichmay be substituted, as nearly as is practicable, to such invalid, illegal and unenforceable provision.
Provided failure to agree upon any such provisions shall not be subject to the dispute resolution
procedure under this Agreement or otherwise.
8. REPRESENTATION AND WARRANTIES
Representation and Warranties of Bhopal Municipal Corporation (BMC)
Bhopal Municipal Corporation (BMC) hereby represents, assures, confirms and undertakes to the
Service Provider as follows:
(a) That it is duly incorporated under the laws of India and has the power to conduct its business as
presently conducted and to enter into this Agreement;
(b) That it has full power, capacity to execute, deliver and perform this Agreement and has taken all
necessary Applicable Clearances and followed all the procedure required to authorise the execution,
“Automated Fare Collection and Surveillance Solution For Intelligent Transport System (I TS )” APRIL-2013
BHOPAL MUNICIPAL CORPORATION
(c) Nothing in this Agreement conflicts with its constitutional mandate, or any law or any other
agreement, understanding or arrangement or any judgment, decree or order or any statute, rule or
regulation applicable to it; and
Representation and Warranties of Service Provider
Service Provider hereby represents, assures, confirms and undertakes to Bhopal Municipal Corporation
(BMC) as follows:
(a) That it is duly incorporated under the laws of India and has the power to conduct its business as
presently conducted and to enter into this Agreement;
(b) That it has full power, capacity to execute, deliver and perform this Agreement and has taken all
necessary Applicable Clearances (corporate, statutory or otherwise) to authorize the execution, delivery
and performance of this Agreement;
(c) The each of its employees, workmen, personnel and staff (including sub-contractor) assigned to perform services as enshrined in this Agreement shall have proper skill, training and background for
his/her level of competence so as to be able to perform and fulfill his/her responsibilities in a competent
and professional manner. Further, all remuneration, salary, costs and expenses of such employees,
workmen, personnel and staff shall be borne solely by the Service Provider;
(d) Nothing in this Agreement conflicts with its memorandum and articles of association or any
other agreement, understanding or arrangement or any judgment, decree or order or any statute, rule or
regulation applicable to it; and
This Agreement will be valid, legal and binding against it under the Indian Law.
ARTICLE 17 - LIABILITIES OF PARTIES
1. Liability of Parties
The service provider and Bhopal Municipal Corporation (BMC) each assume full responsibility and
liability for the maintenance and operation of their respective properties involved in the performance of
this Agreement.
2. Limited-Recourse Nature of Liability:
Anything herein to the contrary notwithstanding, the obligations of the Service provider under this
Agreement do not constitute a debt or obligation of and no recourse shall be had with respect to such
obligations to any shareholder, partner, officer, agent, employee, director or Affiliate of the Service
provider. No judgement for any personal liability or deficiency in connection with the obligations of
the service provider under this Agreement shall be obtainable by anyone against any shareholder,
partner, officer, agent, employee, director or Affiliate of the Service provider.