Hyderabad Outer Ring Road Project RFID ETC System HYDERABAD OUTER RING ROAD PROJECT SUPPLY OF RFID ETC SYSTEM RELATED EQUIPMENTS FOR TOLL MANAGEMENT SYSTEM OF HYDERABAD OUTER RING ROAD IN THE STATE OF TELANGANA, INDIA BEING TAKEN UP WITH LOAN ASSISTANCE OF JAPAN INTERNATIONAL COOPERATION AGENCY UNDER PHASE-2 PROGRAM (Tender Notice No.CGM (T)/HGCL/JICA2/TMS/RFID/24/2017-18 dated 24.07.2017) TENDER DOCUMENT JULY 2017 Hyderabad Growth Corridor Limited, HMDA Complex, 2 nd Floor, Above SBI , Tarnaka, Secunderabad, 500 007, Telangana, India. Tel: +91-40-27002913, E-mail: [email protected]
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Hyderabad Outer Ring Road Project RFID ETC System
HYDERABAD OUTER RING ROAD PROJECT
SUPPLY OF RFID ETC SYSTEM RELATED EQUIPMENTS FOR
TOLL MANAGEMENT SYSTEM OF HYDERABAD OUTER RING
ROAD IN THE STATE OF TELANGANA, INDIA BEING TAKEN UP
1. HYDERABAD GROWTH CORRIDOR LIMITED (hereinafter referred to as the HGCL
represented through its authorized representative) has been entrusted with the Development,
Maintenance and Management of Nehru ORR entrusted or vested in it by the Government of
Telangana, HMDA. Construction of ORR was taken up by raising loan through commercial banks for
phase-I, on PPP model as BOT (Annuity) contract for Phase-IIA and by taking loan from JICA for
phase-IIB.
2. The Hyderabad Outer Ring Road is 158 km in length, eight lane access controlled Expressway
connects Patancheru - Medchal – Shamirpet - Ghatkesar – PeddaAmberpet - Shamshabad –Patancheru including link road from Narsingi to Gachibowli providing connectivity to the existing
and proposed major growth centers and linking all the State and National Highways passing through
Hyderabad.
3. The ORR is a toll road with a closed toll system, in which tollgate will be established at entry and exit
points of ORR and the toll proportional to the distance travelled will be collected from the vehicles
using it. Payment will be made through one of the three payment modes, manual (cash), Touch &Go
(T&G) using smart card (IC card), and RFID electronic toll collection (ETC). Total number of
interchanges on the ORR is nineteen (19) interchanges. The total numbers of lanes are 181, out of
which Manual and Touch & Go lanes are 112, Hybrid (Manual, Touch & Go and RFID ) lanes are 51
and Hybrid (Touch & Go, RFID ) ETC lanes are 18.
4. The Hyderabad Growth Corridor Limited now invites tenders from eligible experienced
OEMs/System Integrators for "Supply of RFID ETC system related equipments for Toll
Management System of Hyderabad Outer Ring Road in the State of Telangana, India being taken up
with loan assistance of Japan International Cooperation Agency under Phase-2 Program". Supply of
RFID ETC system related equipments as described in the Employer’s Requirements of the Tender
Document consist of 74 RFID Readers, 43 Hand-held Terminal (HHT) readers, 26 Point of Sale
(POS) Desktop RFID Readers, RFID tags 10,000 etc. More details on the services are provided in the
client's requirements.
1 Proposed lane configuration is as follows:
Number of
Manual and T&G lanes
Number of Hybrid
(Manual,T&G and RFID ) lanes
Number of Hybrid
(T&G, RFID lanes) Total
Entry Exit Total Entry Exit Total Entry Exit Total
49 63 112 25 26 51 8 10 18 181
2 Officer inviting tenders Chief General Manager (T), HGCL, HGCL.
3 Address of delivery At 19 Toll Plazas along Hyderabad Outer
Ring Road as instructed by representative of
HGCL
4 Period 3 months for Supply and 2 years warranty
5 Form of contract / class of contractor
eligible
Experienced OEMs/System Integrators. Also
they should satisfy the eligibility criteria as
per the tender conditions.
6 Tender Security Rs. 5,00,000/-
7 Commencement Date for Downloading
Tender Document
26-07-2017
8 Date Time of Pre-bid meeting 29-07-2017 at 11: 00 AM
9 Last date and time of submission of Tender 09-08-2017 up to 03:00 PM
10 Date & Time of Opening of Technical Bid 09-08-2017 at 03:30 PM
11 Date & Time of opening Financial Bid will be informed
a) The tenderers need to contact the Chief General Manger, HGCL for information on e-
procurement.
Hyderabad Outer Ring Road Project RFID ETC System
Invitation for Tender 2
b) The intending tenderers need to register on the electronic procurement market place of
Government of Telangana that is www.eprocurement.gov.in. On registration on the
e-procurement market place they will be provided with a user ID and password by the
system using which they can submit their tenders on-line.
c) For registration and online bid submission tenderers may contact HELP DESK of M/s
TSTS, www.e-Procurement.gov.in or https://tender.e-Procurement.gov.in.
d) While registering on the e-procurement market place, tenderers need to scan and upload the
required documents as per the tender requirements on to their profile.
e) Such uploaded documents need to be attached to the tender while submitting the tenders.
The e-procurement market place provides an online self-service registration facility to such
of the contractors who are already registered with respective participating departments for
supply of specified goods and services. 5. Scope of RFID contractor and TMS Contractor is specified in the client's requirements.
6. Eligibility criteria for opening the Financial Proposal (MANDATORY DOCUMENTS TO BE
UPLOADED):
a) The Tenderers should have supplied and installed at least 74 RFID readers under multiple
contract agreements during the last three (3) financial years
b) The average annual financial turnover of the tenderer shall be Rs. 2.00 crores during the last
three (3) years duly certified by the Charted Accountant.
c) The Tenderers shall have positive net cash accruals (no negative cash accruals) during the
last three (3) Financial years.
d) Tender security to be paid with a validity of not less than 125 days by way of Crossed
Demand Draft/ Bank Guarantee issued by any Nationalized/Scheduled Bank for
Rs.5,00,000/- drawn in favour of Managing Director, HGCL(in the form of formats of
security of this document).
e) The Tenderer shall submit the technical proposal with documentary evidence in response to
the requirement of information of Part B: Technical Proposal in the Form of Tender, to
establish that the Tenderer has adequate capability to undertake the Contract. The Tenderer
shall submit the technical proposal in sufficient detail to confirm the Tenderer’s capability
to complete the Service in accordance with the Specifications.
f) Latest GST registration certificate
g) Latest Income Tax returns certificate
h) PAN Card
i) Letter of Authorization of Person on behalf of company for tendering.
j) Power of attorney for signing of the agreement. 7. The Financial proposals of such tenderers, who are determined to have complied with the above
eligibility criteria, will only be opened.
8. Successful tenderer shall produce minimum required (Contractor's All Risk) Insurance policy at his
own cost and shall produce the same at the time of concluding the agreement.
9. If the office happens to be closed on the dates specified above, the respective activity will be
performed at the designated time on the next working day without any notification.
10. The CGM (T), HGCL reserve the right to reject the tenders without assigning any reasons.
11. All the tenderers are requested to follow up the e-procurement website for additional information, like
addendums, and corrigendum’s on www.eprocurement.gov.in and no paper publication will be issued.
12. The tenderer shall be blacklisted and the Tender Security forfeited if he is found to have misled or
furnished false information in the forms/ Statements/ certificates submitted in proof of qualification
requirements or poor record of performance such as abandoning of work not properly completed in
earlier contracts, inordinate delays in completion of the works, litigation history and/ or financial
failures and /or participated in the previous tendering for the same work and has quoted unreasonable
high bid prices.
13. Any time during the currency of contract of agreement it is found that the contractor had produced
false/ fake certificates of experience he will be black listed and the contract will be terminated.
14. All the participating tenderer should pay an amount (0.03% of tendered amount plus tax) towards
transaction fee electronically online through payment gateway services provided by ICICI and HDFC
Banks using their credit cards and hand over the same to CGM (T), HGCL at the time of submission
of uploaded documents of Technical Bid including Tender Security.
15. The successful tenderer should pay @ 0.04% of tendered amount with a cap of Rs. 10,000/- for works
up to Rs. 50.00 crores of contract value plus tax in the form of DD in favour of M/s. TSTS towards ‘e’ procurement corpus fund initially R & D of software applications for automation of process in user
departments and hand over the same at the time of concluding agreement.
16. Any further information can be obtained from the Office of the Chief General Manager (T), HGCL.
17. Conditional tenders will not be entertained and are liable to be rejected.
18. The validity of the tender is 90 days.
19. The successful tenderer is expected to complete the work within the time period specified in the NIT.
Procedure for submission of tenders:
The tenderer shall submit his response through Bid submission to the tender on e-Procurement platform at
www.e-Procurement.gov.in by following the procedure given below. The tenderer would be required to
register on the e-procurement market place www.e-Procurement.gov.in or https://tender.e-
Procurement.gov.in and submit their tenders online. Offline tenders shall not be entertained by the Tender
Inviting Authority for the tenders published in e-procurement platform.
The tenderers shall submit their eligibility and qualification details, Technical bid, Financial bid etc., in the
online standard formats displayed in e-Procurement web site. The tenderers shall upload the scanned
copies of all the relevant certificates, documents etc., in support of their eligibility criteria/technical tenders
and other certificate/documents in the e-Procurement web site. The tenderer shall sign on the statements,
documents, certificates, uploaded by him, owning responsibility for their correctness/authenticity. The
tenderer shall attach all the required documents for the specific tender after uploading the same during the
bid submission as per the tender notice and tender document.
1. Digital Certificate Authentication
The tenderer shall authenticate the bid with his Digital Certificate for submitting the bid electronically
on e-Procurement platform and the tenders not authenticated by digital certificate of the tenderer will
not be accepted on the e-Procurement platform.
For obtaining Digital Signature Certificate, you may please Contact:
Telangana Technology Services Limited
BRKR Bhavan, B-Block
Tankbund Road , Hyderabad-500022
Phone: +91-40-23220305
Fax: +91-40-23228057
(OR)
You may please Contact Registration Authorities of any Certifying Authorities in India. The list of
1. Having examined the Specifications, Terms of Conditions of Contract, Form of Tender together with
Pricing Documents, Instructions to Tenderers provided by the Client and Addenda Nos. …………… as furnished with the Tender Documents for the execution of the above-named Service we, the
undersigned, hereby offer to execute and complete such Service in full conformity with the
Specifications, Terms and Conditions of Contract, Pricing Documents (priced) and Addenda for the
sum stated in the Pricing Documents as completed by us and appended hereto and in item 2 below, or
such other sums as may be ascertained in accordance with the said Contract.
2. Our Tender Price excluding discount offered in item 3 below, is:
Sub: Supply of RFID ETC system related equipments for Toll Management System of
Hyderabad Outer Ring Road
Ref: Your offer dated submitted pursuant to the referred notice
Dear Sir,
Your above mentioned offer for engagement as the user fee collecting Contractor for Supply of
RFID ETC system related equipments for Toll Management System of Hyderabad Outer Ring Road in the
State of Telangana in India has been accepted by the Competent Authority of the HGCL on the terms and
conditions of Contract forming part of the tender documents submitted by you for an amount of Rs.
for the contract period of 3 months.
As per “Instruction to the Bidders” and terms contained in the “Form of the Contract”, both being
the part of bid documents within 7 (seven) working days of date of this letter, you have to submit
Performance Security as per the format prescribed by HGCL from any Nationalized Indian Bank /State
Bank of India or its subsidiaries/IDBI/ICICI/ Export Import Bank/Foreign Bank with counter Guarantee
from any Nationalized Indian Bank or State Bank of India or its subsidiaries /any RBI approved Scheduled
Commercial Bank having net worth of more than Rs. 500 crores (Rupees Five Hundred Crores) of Indian
Operations for 10% of Contract Price, valid for a period of 6 (Six) months, for due observance of the
terms and conditions contained herein and the performance of its obligation as per the Contract to be
entered into. You are also at liberty to submit a crossed account payee demand draft/ pay-order drawn on
any Nationalized Indian Bank /State Bank of India or its subsidiaries/IDBI/ICICI/ Export Import
Bank/Foreign Bank with counter guarantee from any Nationalized Indian Bank or State Bank of India or
its subsidiaries /any RBI approved Scheduled Commercial Bank having net worth of more than Rs. 500
crores (Rupees Five Hundred crores) of Indian Operations in lieu of the bank guarantee. The tender
security can be adjusted towards performance security on your request in writing in this behalf.
The tender security shall be forfeited by the HGCL, in case you fail within the specified period to
furnish the required performance security. You shall also be required to sign the contract within 7 (Seven)
days from the date of submission of performance security and on failure to do so, the entire performance
security (i.e Bank guarantee) including bid security shall be liable to be forfeited and invoked. In the event
of your failure to submit the performance security, the Acceptance Letter for award of contract in your
favour shall automatically be terminated without further notice. In such a case, your engagement shall
forthwith automatically stand terminated and thereupon, without prejudice to any other rights and remedies
of the HGCL, the HGCL shall be entitled to appoint another Contractor at your risk as to costs and
consequences.
Please convey your unconditional acceptance by signing on the original of this letter and submit the
required performance security within the specified period so that the Contract as per the draft enclosed,
could be signed within the specified period.
Thanking you,
Yours faithfully
Hyderabad Outer Ring Road Project RFID ETC System
Section 3: Form of LOA 44
For HYDERABAD GROWTH CORRIDOR LIMITED
(Signature)
Name:-
Chief General Manager (T), HGCL
Place: - Hyderabad Dated:-
Accepted unconditionally including the draft of the contract.
(Signature)**
Name:-
Name of the Regd Company / Ltd. Company (whichever is applicable)
Designation:
Place & Dated:-
* Please affix common seal.
Hyderabad Outer Ring Road Project RFID ETC System
Section 4: Sample Form of Contract 45
SECTION 4:
SAMPLE FORM OF CONTRACT
Hyderabad Outer Ring Road Project RFID ETC System
Section 4: Sample Form of Contract 46
SAMPLE FORM OF CONTRACT
This Contract Agreement made on this ______ day of ___________ 2017 between Hyderabad Growth
Corridor Limited, 2nd Floor, HMDA Complex, Tarnaka, Secunderabad, 500 007, Telangana, India (hereinafter called the “Client”) of the one part and ___________ of __________________ (hereinafter
called “the Contractor”) of the other part.
Whereas the Client is desirous that the Service known as Supply of RFID ETC system related
equipments for Toll Management System of Hyderabad Outer Ring Road (Contract
No.____________) should be executed by the Contractor, and has accepted a Tender by the Contractor.
Now, the Clint and the Contractor agree as follows:
Clause 1 Words and Expression
In this Contract agreement words and expressions shall have the same meanings as are
respectively assigned to them in the Terms and Conditions of Contract hereinafter referred to.
Clause 2 The Contract Documents
The following documents shall be deemed to form and be read and construed as part of this
Contract agreement, viz:
1. The Letter of Acceptance dated ________;
2. The Tender dated ________ together with the completed Pricing Document;
3. The Addenda Nos.__________;
4. The Terms and Conditions of Contract;
5. The Client's Requirements and Drawings:
6. The Schedules:
7. The Contractor’s Proposal:
8. [Any other documents to be listed]
All of the foregoing documents, together with this Contract agreement, are referred to herein as
the Contract. Also incorporated into the Contract, and made part hereof, are procedures and
manuals established by the Client, all codes, standard specifications, and similar requirements that
are referred to therein. In the event of a conflict in consistency, ambiguity or discrepancy between
the contents of the Contract, the order of precedence shall be according to the Terms and
Conditions of Contract.
Clause 3 Obligation of the Contractor
In consideration of the payments to be made by the Client to the Contractor as hereinafter
mentioned, the Contractor hereby covenants with the Client to execute and complete the Service
in conformity in all respects with the provisions of the Contract.
Clause 4 Obligation of the Client
The Client hereby covenants to pay the Contractor in consideration of the execution and
completion of the Service the Contract Price or such other sum as may become payable under the
provisions of the Contract at the times and in the manner prescribed by the Contract.
Clause 5 Contract Price
The Client agrees to pay to the Contractor for the total cost of the Service and the Contractor
agrees to accept the sums mentioned below subject to adjustment in accordance with provisions of
the Contract.
Contract Price :
Indian Rupees ………………………………………………… (Rs. ………………………..)
The above Contract Price is inclusive of all taxes, duties, levies, cess and any other charges
leviable.
Clause 6 Integration
Hyderabad Outer Ring Road Project RFID ETC System
Section 4: Sample Form of Contract 47
The Client and the Contractor agree that this Contract agreement, together with the other Contract
Documents, expresses all of the agreements, understandings, promises, and covenants of the
parties, and integrates, combines, and supersedes all prior and contemporaneous negotiations,
understandings, and agreements, whether written or oral and no modification or alteration of the
Contract Documents shall be valid or binding on either party, unless expressed in writing and
executed with the same formality as this Contract agreement, except as may otherwise be
specifically provided in the Contract Documents.
Clause 7 Governing Law
This Contract is enforceable and construed under the applicable laws of India.
Clause 8 Language
This Contract agreement and the other Contract Documents are made in the English language.
In Witness whereof, the parties hereto have caused this Contract agreement to be executed the day and
3 OBLIGATIONS OF THE CONTRACTOR .................................................................................... 55
3.1 GENERAL ......................................................................................................................................... 55
3.2 CONFLICT OF INTEREST ................................................................................................................... 55
4 CONTRACTOR’S PERSONNEL AND SUB-CONTRACTOR ........................................................ 60
4.1 GENERAL ......................................................................................................................................... 60
4.2 REPLACEMENT OF PERSONNEL ........................................................................................................ 60
4.3 WORKING HOURS, OVERTIME, LEAVE ............................................................................................ 61
4.4 ADJUSTMENTS TO PERSONNEL SCHEDULE ...................................................................................... 61
4.5 DIRECTOR AND SERVICE MANAGER ................................................................................................ 61
5 OBLIGATION OF THE CLIENT ................................................................................................. 61
5.1 ASSISTANCE AND EXEMPTIONS ....................................................................................................... 61
5.2 ACCESS TO PROPERTY ..................................................................................................................... 61
5.3 CHANGE IN THE APPLICABLE LAW RELATED TO TAXES AND DUTIES ............................................. 61
5.4 SERVICES, FACILITIES AND EQUIPMENT OF THE CLIENT ................................................................. 62
1.1 Definitions 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 the Client’s Country, India, in force from time to time.
(b) “Client” means the Contractor with which the selected Contractor signs
the Contract for the Services.
(c) “Client’s Supervisor” means the person appointed by the Client and
notified to the Contractor to act as Client’s Supervisor for the purpose of
the Contract.
(d) “Client’s Country” means India.
(e) “Contractor” means any entity including a Joint Venture that will provide
the Services to the Client under the Contract.
(f) “Contract” means the Contract signed by the Parties and all the attached
documents listed in its Clause 1.
(g) “Day” means calendar day, “Week” means seven (7) calendar days and
“Month” means calendar month of Gregorian Calendar.
(h) “Effective Date” means the date on which this Contract comes into force
and effect pursuant to Clause Terms and Conditions of Contract
(TCoC)2.1.
(i) “Foreign Currency” means any currency other than the currency of the
Client’s Country.
(j) “Government” means the Government of India and/or the State
Government of Telangana.
(k) “Joint Venture” means an Contractor which comprises two or more
Partners each of which will be jointly and severally liable to the Client
for all the Contractor’s obligations under the Contract.
(l) “Local Currency” means the currency of the Client’s Country, Indian
Rupees.
(m) “Partner” means any of the entities that make up the Joint Venture; and
“Partners” means all these entities.
(n) “Party” means the Client or the Contractor, as the case may be, and
“Parties” means both of them.
(o) “Personnel” means qualified persons provided by the Contractor and
assigned to perform the Services or any part thereof.
(p) “Reimbursable expenses” means all assignment-related costs other than
Contractor’s remuneration, if any.
(q) “Services” means the service to be performed pursuant to this Contract,
as described in the Client’s Requirements.
Hyderabad Outer Ring Road Project RFID ETC System
Terms and Conditions of Contract 49
(r) “Sub-Contractor” means any person or entity to whom/which the
Contractor subcontracts any part of the Services and for whom/which the
Contractor is fully responsible.
(s) “Third Party” means any person or entity other than the Government, the
Client, the Contractor or a Sub-Contractor.
(t) “Letter of Acceptance” means the formal acceptance by the Client of the
Tender.
(u) “Schedules” means the information and data submitted with the Tender
and accepted by the Client to include in the Contract.
(v) “In writing” means communication in written form with proof of receipt.
1.2 Relationship
between the
Parties
Nothing contained herein shall be construed as establishing a relationship of
master and servant or of principal and agent as between the Client and the
Contractor. The Contractor, subject to this Contract, has complete charge of
Personnel and Sub-Contractor, if any, performing the Services and shall be
fully responsible for the Services performed by them or on their behalf
hereunder.
1.3 Law Governing
Contract
This Contract, its meaning and interpretation, and the relation between the
Parties shall be governed by the Applicable Law.
1.4 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. Furthermore, all reports and correspondence
required during implementation of the Services shall be in the English
language.
1.5 Headings The headings shall not limit, alter or affect the meaning of this Contract.
1.6 Notices 1.6.1 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 person to an authorized representative of the Party to
whom the communication is addressed, or when sent to such Party at
the address notified to other Party.
1.6.2 Notwithstanding the Sub-Clause 1.6.1 above, either party may give a
notice to the other party verbally in case of emergency. Such notice
given verbally shall be forwarded to the other party in writing within
seven (7) days of notice.
1.6.3 A Party may change its address for notice by giving the other Party
notice in writing of such change to the address so notified under TCoC
Sub-Clause 1.6.1 above.
1.7 Location The Services shall be performed at such locations as are specified in the
Client’s Requirements.
1.8 Authority of Lead
Partner
In case the Contractor consists of a Joint Venture of more than one entity, the
Partners hereby authorize the Lead Partner specified in the Contract to act on
their behalf in exercising all the Contractor’s rights and obligations towards
the Client under this Contract, including without limitation the receiving of
Hyderabad Outer Ring Road Project RFID ETC System
Terms and Conditions of Contract 50
instructions and payments from the Client.
1.9 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 Contractor
may be taken or executed by the Authorized Representative of the Parties. The
Authorized Representative of the Client is Chief General Manager(Tech),
HGCL or other person authorized by him from time to time to act as the
Client under the Contract and notified as such to the Contractor in writing.
The Authorized Representative of the Client may from time to time delegate
any of his duties to assistants, and may at any time revoke any such
delegation. Any such delegation or revocation shall be notified to the
Contractor in writing. The Authorized Representative of the Contractor is the
person (if any) named as such in the Contract or other person appointed from
time to time by the Contractor and notified as such to the Client in writing.
1.10 Taxes and Duties The Contractor, Sub-Contractor and the Personnel shall pay the taxes, duties,
fees, levies and other impositions. The gross amount including Income Tax,
Corporate Tax, Service Tax etc., will be paid to the Contractor. All payment
to both resident and non-resident Agencies, Sub-Agencies, Personnel, etc.,
will be subject to deduction of tax at source in accordance with the provisions
of the Indian Income Tax Act and any other applicable law. The Contractor
shall submit DD for Income Tax amount every month to MD, HGCL for
remitting the same with the concerned authorities. The Contractor, Sub-
Contractor and Personnel shall pay such taxes, duties, fees and other
impositions
1.11 Fraud and
Corruption
The Client requires that Contractor, as well as the Sub-Contractor, under the
Contract with the Government observe the highest standard of ethics during
the execution of the Contract.
In pursuance of this policy, the Client:
(a) will reject the result of evaluation of proposals if it determines that the
Contractor evaluated as the highest-ranked has engaged in corrupt or
fraudulent practices in competing for the contract in question;
(b) will recognize an Contractor as ineligible, for period determined by the
Client, to be awarded a contract with the Client if it at any time
determines that the Contractor has engaged in corrupt or fraudulent
practices in competing for, or in executing, another contract with the
Client.
1.12 Eligibility The Contractor represents and warrants that it is a legal entity of, or legally
established in, an eligible source country specified in the Instructions to
Tenderers.
1.13 Sanctions The Contractor represents and warrants that it, and any Sub-Contractor, as
well as any of the Personnel of the Contractor or Sub-Contractor, are not
sanctioned by any Government or HGCL.
1.14 High Standard of
Conduct
The Client requires that the Contractor and its Personnel maintain a high
standard of conduct when carrying out their functions under this Contract.
Accordingly, the Contractor and its Personnel are expected to recognize the
contribution of others, regardless of their nationality, gender, religion,
seniority or contractual status. The Client will take prompt action to address
incidents involving conduct that does not live up to these standards, which
may result in replacement of any individual expert, manager, engineer,
Hyderabad Outer Ring Road Project RFID ETC System
Terms and Conditions of Contract 51
2 COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT
2.1 Effectiveness of
Contract
This Contract shall come into force and effect on the date (the “Effective
Date”) on which the Contractor receives the Letter of Acceptance.
2.2 Termination of
Contract for
Failure to
Become Effective
If this Contract has not become effective within the period of Tender validity
as specified in the Instructions to Tenderers, neither Party shall have any
claim against the other Party with respect hereto.
2.3 Commencement
of Services
The Contractor shall begin carrying out the Services not later than the
number of days after the Effective Date specified in the Letter of Acceptance.
2.4 Expiration of
Contract
Subject to sub-Clause TCoC2.7.3(c) and unless terminated earlier pursuant to
Clause TCoC 2.9 hereof, this Contract shall expire at the end of three (3)
months period after the Commencement of Services.
2.5 Entire
Agreement
This Contract contains all covenants, stipulations and provisions agreed by
the Parties. No agent or representative of either Party shall have authority to
make, and the Parties shall not be bound by or be liable for, any statement,
representation, promise or agreement not set forth herein.
2.6 Modifications or
Variations
Any modification or variation of the terms and conditions of this Contract,
including any modification or variation of the scope of the Services, may
only be made by written agreement between the Parties.
supervisor, toll collector or administrative staff involved in such incidents
pursuant to Clause TCoC 4.2(b).
1.15 Contract
Agreement
Within 7 (seven) days or within the period agreed by both Parties from the
date of issuing the Letter of Acceptance by the Client, the Party shall enter
into a Contract Agreement in the form provided in Section 4 of the Tender
Documents with such modification as may be considered necessary to
incorporate all agreements between the Parties.
1.16 Priority of
Documents
The Documents forming the Contract are to be taken as mutually explanatory
of one another. If there is an ambiguity or discrepancy in the documents, the
Client shall issue any necessary clarification or instruction to the Contractor
The priority of the documents shall be as follows:
(a) The Contract Agreement;
(b) The Letter of Acceptance;
(c) The Tender with the completed Pricing Documents but excluding other
Schedules;
(d) Terms and Conditions of Contract;
(e) The Client’s Requirements;
(f) The Schedules and any other documents forming part of the Contract.
Hyderabad Outer Ring Road Project RFID ETC System
Terms and Conditions of Contract 52
2.7 Force Majeure
2.7.1 Definition
(a) For the purposes of this Contract, “Force Majeure” means an event
which is beyond the reasonable control of a Party, is not foreseeable, is
unavoidable, and which makes a Party’s performance of its obligations
hereunder impossible or so impractical as reasonably to be considered
impossible in the circumstances, and includes, but is not limited to, war,
riots, civil disorder, earthquake, fire, explosion, storm, flood or other
adverse weather conditions, strikes, lockouts or other industrial action
(except where such strikes, lockouts or other industrial action are within
the power of the Party invoking Force Majeure to prevent), confiscation
or any other action by Government agencies.
(b) Force Majeure shall not include (i) any event which is caused by the
negligence or intentional action of a Party or such Party’s Sub-
Contractor or agents or employees, nor (ii) any event which a diligent
Party could reasonably have been expected both to take into account at
the time of the conclusion of this Contract, and avoid or overcome in the
carrying out of its obligations hereunder.
(c) Force Majeure shall not include insufficiency of funds or failure to
make any payment required hereunder.
2.7.2 No Breach of
Contract
The failure of a Party to fulfil any of its obligations hereunder shall not be
considered to be a breach of this Contract insofar as such inability arises
from an event of Force Majeure, provided that the Party affected by such an
event has taken all reasonable precautions, due care and reasonable
alternative measures, all with the objective of carrying out the terms and
conditions of this Contract.
2.7.3 Measures to be
Taken
(a) A Party affected by an event of Force Majeure shall continue to perform
its obligations under the Contract as far as is reasonably practical, and
shall take all reasonable measures to minimize the consequences of any
event of Force Majeure.
(b) A Party affected by an event of Force Majeure shall notify the other
Party of such event as soon as possible, and in any case not later than
fourteen (14) days following the occurrence of such event, providing
evidence of the nature and cause of such event, and shall similarly give
written notice of the restoration of normal conditions as soon as
possible.
(c) Any period within which a Party shall, pursuant to this Contract,
complete any action or task, shall be extended for a period equal to the
time during which such Party was unable to perform such action as a
result of Force Majeure.
(d) During the period of their inability to perform the Services as a result of
an event of Force Majeure, the Contractor, upon instructions by the
Client, shall either:
(i) demobilize, in which case the Contractor shall be reimbursed for
costs they reasonably and necessarily incurred, and, if required by
the Client, in reactivating the Services; or
(ii) continue with the Services to the extent possible, in which case the
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Contractor shall continue to be paid under the terms of this
Contract and be reimbursed for additional costs reasonably and
necessarily incurred.
(e) In the case of disagreement between the Parties as to the existence or
extent of Force Majeure, the matter shall be settled according to Clause
TCoC 8 Settlement of Disputes.
2.8 Suspension The Client may, by written notice to the Contractor, suspend in whole or part,
the Services if an event shall have happened and be continuing, in which the
Contractor fails to perform any of its obligations under this Contract,
including the carrying out of the Services.
2.9 Termination
2.9.1 By the Client The Client may terminate this Contract in case of the occurrence of any of
the events specified in paragraphs (a) through (h) of this Clause TCoC 2.9.1.
In such an occurrence the Client shall (except in the case of paragraph (h)
below) give not less than fourteen (14) days’ written notice of termination to
the Contractor.
(a) If the Contractor fails to remedy a failure in the performance of its
obligations hereunder, as specified in a notice of suspension pursuant to
Clause TCoC 2.8 hereinabove, within fourteen (14) days of receipt of
such notice of suspension or within such further period as the Client
may have subsequently approved in writing.
(b) If the Contractor becomes (or, if the Contractor consists of more than
one entity, if any of its Partners becomes) insolvent or bankrupt or enter
into any agreements with their creditors for relief of debt or take
advantage of any law for the benefit of debtors or go into liquidation or
receivership whether compulsory or voluntary.
(c) If the Contractor fails to comply with any final decision reached as a
result of arbitration proceedings pursuant to Clause TCoC 8 hereof.
(d) If the Contractor submits to the Client a false statement which has a
material effect on the rights, obligations or interests of the Client.
(e) If the Contractor is held by the Client to have a conflict of interest in
performance of the Contract, or any portion thereof.
(f) If, as the result of Force Majeure, the Contractor is unable to perform a
material portion of the Services for a period of not less than sixty (60)
days.
(g) If the Client, in its sole discretion and for any reason whatsoever,
decides to terminate this Contract.
(h) If the Contractor, in the judgment of the Client has engaged in corrupt,
fraudulent, collusive or coercive practices in competing for or in
executing this Contract. In such a case the Contract shall be terminated
on the date Contractor is notified of such breach.
Furthermore, without prejudice to the Client’s other rights under the
Contract, the Client may terminate the Contract in the event that the Tender
is accepted but the Contractor fails to furnish the Performance Security in
accordance with Clause TCoC 3.13 or fails to execute the Contract
agreement in accordance with Clause TCoC 1.15. In such event, the Tender
Security may be forfeited.
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2.9.2 By the Contractor The Contractor may terminate this Contract, by not less than thirty (30) days’ written notice to the Client, in case of the occurrence of any of the events
specified in paragraphs (a) through (d) of this Clause TCoC 2.9.2.
(a) If the Client fails to pay any money due to the Contractor pursuant to
this Contract and not subject to dispute pursuant to Clause TCoC 8
hereof within forty-five (45) days after receiving written notice from the
Contractor that such payment is overdue.
(b) If, as the result of Force Majeure, the Contractor is unable to perform a
material portion of the Services for a period of not less than sixty (60)
days.
(c) If the Client fails to comply with any final decision reached as a result
of arbitration pursuant to Clause TCoC 8 hereof.
(d) If the Client is in material breach of its obligations pursuant to this
Contract and has not remedied the same within forty-five (45) days (or
such longer period as the Contractor may have subsequently approved
in writing) following the receipt by the Client of the Contractor’s notice
specifying such breach.
2.9.3 Cessation of
Rights and
Obligations
Upon termination of this Contract pursuant to Clauses TCoC 2.2 or TCoC 2.9
hereof, or upon expiration of this Contract pursuant to Clause TCoC 2.4
hereof, all rights and obligations of the Parties hereunder shall cease, except
(i) such rights and obligations as may have accrued on the date of termination
or expiration, (ii) the obligation of confidentiality set forth in Clause TCoC
3.3 hereof, (iii) the Contractor’s obligation to permit inspection, copying and
auditing of their accounts and records set forth in Clause TCoC 3.6 hereof,
and (iv) any right which a Party may have under the Applicable Law.
2.9.4 Cessation of
Services
Upon termination of this Contract by notice of either Party to the other
pursuant to Clauses TCoC 2.9.1 or TCoC 2.9.2 hereof, the Contractor shall,
immediately upon dispatch or receipt of such notice, take all necessary steps
to bring the Services to a close in a prompt and orderly manner and shall
make every reasonable effort to keep expenditures for this purpose to a
minimum. With respect to documents prepared by the Contractor and
equipment, facilities and properties furnished by the Client, the Contractor
shall proceed as provided, respectively, by Clauses TCoC 3.9 or TCoC 3.10
hereof.
2.9.5 Payment upon
Termination
Upon termination of this Contract pursuant to Clauses TCoC 2.9.1 or TCoC
2.9.2 hereof, the Client shall make the following payments to the Contractor:
(a) remuneration pursuant to Clause TCoC 6 hereof for Services
satisfactorily performed prior to the effective date of termination, and
reimbursable expenditures pursuant to Clause TCoC 6 hereof for
expenditures actually incurred prior to the effective date of termination;
and
(b) except in the case of termination pursuant to paragraphs (a) through (e)
and (h) of Clause GC 2.9.1 hereof, reimbursement of any reasonable
cost incidental to the prompt and orderly termination of this Contract
including the cost of the return travel of the Personnel and their eligible
dependents.
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Terms and Conditions of Contract 55
2.9.6 Disputes about
Events of
Termination
If either Party disputes whether an event specified in paragraphs (a) through
(f) of Clause TCoC 2.9.1 or in Clause TCoC 2.9.2 hereof has occurred, such
Party may, within forty-five (45) days after receipt of notice of termination
from the other Party, refer the matter for dispute settlement in accordance
with the procedures stated in Clause TCoC 8 hereof, and this Contract shall
not be terminated on account of such event except in accordance with the
terms of any resulting arbitral award.
3 OBLIGATIONS OF THE CONTRACTOR
3.1 General
3.1.1 Standard of
Performance
The Contractor shall perform the Services and carry out their obligations
under the Contract in accordance with generally accepted professional
standards and practices, and shall observe sound management practices,
employ appropriate materials and methods, abide by the traffic rules, and
exercise safety precautions. The Contractor shall always act, in respect of any
matter relating to this Contract or to the Services, as faithful Contractor to the
Client, and shall at all times support and safeguard the Client’s legitimate
interests in any dealings with Sub-Contractor or third parties.
3.1.2 Emergency
measures
In order to prevent accident or disaster,
(a) The Contractor shall exercise its effort and implement necessary
measures in consultation with the Client’s Supervisor. In case of
emergency, the Contractor may apply the measure on its own judgement.
(b) All measures taken by the Client shall be reported to the Client’s
Supervisor.
(c) If the Contractor shall implement measures if instructed by the Client’s
Supervisor in connection with the provision of Services or prevention of
the accident and disaster.
(d) The cost of the measures taken by the Agent will be borne by the Client,
if implementing such measure is not within the scope of Services to be
provided by the Contractor.
3.1.3 Law Governing
Services
The Contractor shall perform the Services in accordance with the Applicable
Law and shall take all practicable steps to ensure that any Sub-Contractor, as
well as the Personnel of the Contractor and any Sub-Contractor, complies
with the Applicable Law. The Client shall notify the Contractor in writing of
relevant local customs, and the Contractor shall, after such notification,
respect such customs.
3.2 Conflict of Interest
3.2.1 Contractor Not to
Benefit from
Discounts
(a) The payment to the Contractor pursuant to Clause TCoC 6 hereof shall
constitute the Contractor’s payment in connection with this Contract
and, subject to Clause TCoC 3.2.2 hereof, the Contractor shall not accept
for its own benefit any discount or similar payment in connection with
activities pursuant to this Contract or in the discharge of its obligations
hereunder, and the Contractor shall use its best efforts to ensure that any
Sub-Contractor, as well as the Personnel and agents of either of them,
similarly shall not receive any such additional payment.
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(b) Furthermore, if the Contractor, as part of the Services, has the
responsibility of advising the Client on the procurement of goods, works
or services, the Contractor shall comply with the Government’s
Procurement Guidelines, as amended from time to time and shall at all
times exercise such responsibility in the best interest of the Client. Any
discounts obtained by the Contractor in the exercise of such procurement
responsibility shall be for the benefit of the Client and shall be credited
to the account of the Client.
3.2.2 Contractor, and
Sub-Contractor Not
to Engage in
Certain Activities
The Contractor agrees that, during the term of this Contract and after its
termination, the Contractor as well as any Sub-Contractor, shall be
disqualified from providing goods, works or services for any project resulting
from the Services, unless otherwise agreed by the Client.
3.2.3 Prohibition of
Conflicting
Activities
The Contractor shall not engage, and shall cause their Personnel as well as
their Sub-Contractor and their Personnel not to engage, either directly or
indirectly, in any, personal, business or professional activities that would
represent a conflict with the activities assigned to them under this Contract.
3.3 Confidentiality Except with the prior written consent of the Client, neither the Contractor, the
Sub-Contractor nor their Personnel shall at any time communicate to any
person or entity, or make public any information and data acquired or came to
know in the course of the Services.
3.4 Liability of the
Contractor
(a) Subject to Clause TCoC 5.2, the Contractor shall be responsible for, and
shall indemnify the Client, in respect of loss of or damage to equipment
and materials furnished by the Client, or purchased by the Contractor in
whole or in part with funds provided by the Client.
(b) The Contractor undertakes full responsibility in respect of life, health,
and accidents for the Personnel and for the dependents of any such
Personnel.
(c) The Contractor shall indemnify the Client from and against any and all