SELECTION OF CONSULTANTS REQUEST FOR PROPOSALS RFP … · Spatial Technologies Private Limited RSP...

Standa r d Reques t for Proposals

Edited by C. Fletcher (Aug 10, 2011) – For submission to HOPs (July 28, 2011)

SELECTION OF CONSULTANTS

REQUEST FOR PROPOSALS

RFP No.: CBUD/TS/3/ Municipal Corporation Karimnagar

Country: India

Project Name : Capacity Building for Urban Development

Selection of Consulting Services for:

Title of Consulting Services: Preparation of Proposal for Assisting Municipal Corporation

Karimnagar to Participate in the Smart Cities Challenge

Date: 25-06-2016

TABLE OF CLAUSES

PART I 1

Section 1. Lette r of Invitation 1

Section 2. Inst ruc t ions to Consultan t s and Data Sheet 5

A. General Provisions 5

1. Definitions 5

2. Introduc tion 7

3. Conflict of Intere s t 7

4. Unfair Competi tive Advantage 8

5. Corrup t and Fraudulen t Practices 8

6. Eligibility 9

B. Prepa ra t ion of Proposals 10

7. General Considera t ions 10

8. Cost of Prepa ra t ion of Proposal 11

9. Language 11

10. Documen t s Comprising the Proposal 11

11. Only One Proposal 11

12. Proposal Validity 11

13. Clarification and Amendme n t of RFP 12

14. Prepa r a t ion of Proposals – Specific Considera t ions 13

15. Proposal Format and Content 13

16. Financial Proposal 14

C. Submission, Opening and Evaluation 14

17. Submission, Sealing, and Marking of Proposals 14

18. Confidentiali ty 15

19. Opening of Proposals 16

20. Proposals Evaluation 16

21. Correc t ion of Errors 16

22. Taxes 16

23. Conversion to Single Currency 16

24. Proposal Evaluat ion 16

D. Negotia tions and Award 17

25. Negotia tions 17

26. Conclusion of Negotia tions 18

27. Award of Contrac t 18

E. Data Sheet 19

Section 3. Technical Proposal – Standa r d Forms 25

Section 4. Financial Proposal - Standa rd Forms 31

Section 5. Eligible Count ries 39

Section 6. Policy on Corrup t and Fraudulen t Practices 41

Section 7. Terms of Referenc e 43

7.1 Introduc tion 43

7.2 Scope of Work 43

7.3 Time Frame for the Assignmen t 45

7.4 Team Composition 45

7.5 Output , Deliverables , Payment Terms 47

7.6 Implemen t a t ion Arrange m e n t 48

Section 8. Conditions of Contrac t and Contrac t Forms 49

Preface 53

I. Form of Contrac t 55

II. General Conditions of Contrac t 59

A. GENERAL PROVISIONS 59

2. Relationship between the Parties 60

3. Law Governing Contrac t 61

4. Language 61

5. Headings 61

6. Communica t ions 61

7. Location 61

8. Authori ty of Membe r in Charge 61

9. Authorized Repres en t a t ives 61

10. Corrup t and Fraudulen t Practices 61

B. COMMENCEMENT , COMPLETION , M ODIFICATION AND TERMINATION OF

CONTRACT 62

11. Effectiveness of Contrac t 62

12. Termina tion of Contrac t for Failure to Become Effective 62

13. Commence m e n t of Services 62

14. Expirat ion of Contrac t 62

15. Entire Agreeme n t 62

16. Modifications or Variations 62

17. Force Majeure 62

18. Suspension 64

19. Termina tion 64

C. OBLIGATIONS OF THE CONSULTANT 66

20. General 66

21. Conflict of Intere s t s 67

22. Confidentiali ty 68

23. Liability of the Consultan t 68

24. Insuranc e to be Taken out by the Consultan t 68

25. Accounting, Inspec tion and Auditing 68

26. Reporting Obligations 69

27. Proprie t a ry Rights of the Client in Reports and Records 69

28. Equipmen t , Vehicles and Materials 69

D. CONSULTANT ’S E XPERTS AND S UB -CONSULTANTS 70

29. Descript ion of Key Exper t s 70

30. Replace me n t of Key Expert s 70

31. Removal of Exper t s or Sub- consultan t s 70

E. OBLIGATIONS OF THE CLIENT 71

32. Assistance and Exemptions 71

33. Access to Project Site 71

34. Change in the Applicable Law Related to Taxes and Duties 72

35. Services , Facilities and Proper ty of the Client 72

36. Counte rp a r t Personnel 72

37. Payment Obligation 72

F. P AYMENTS TO THE CONSULTANT 72

38. Contrac t Price 72

39. Taxes and Duties 73

40. Currency of Payment 73

41. Mode of Billing and Payment 73

42. Interes t on Delayed Payment s 74

G. FAIRNESS AND GOOD FAITH 74

43. Good Faith 74

H. S ETTLEMENT OF D ISPUTES 74

44. Amicable Settlem e n t 74

45. Dispute Resolution 74

Attachm e n t 1: Policy on Corrup t and Fraudulen t Practices 75

III. Special Conditions of Contrac t 79

IV. Appendices 89

Appendix A – Terms of Referenc e 89

Appendix B - Key Exper t s 89

Appendix C – Breakdow n of Contrac t Price 89

PART I

Section 1. Letter of Invitation

RFP No.: CBUD/TS/ 3 / Munic ip a l Corporat io n Karimn a g a r

Municip a l Corporat i o n Karimn a g a r Dt: 25- 06- 201 6

Name and Address of Consultan t as per Annexure to Section 1

Dear Mr. /Ms.:

1. The Governme n t of India (hereinaf te r called ”Borrower”) has receivedfinancing from the Interna t ional Developmen t Association (IDA) (the“Bank”) in the form of a credit (hereinafte r called “credit”) toward thecost of Capacity Building for Urban Developme n t Project. TheMunicipal Corpora t ion Karimnag a r for smar t city (Karimnag a r ) onbehalf of Minist ry of Urban Developme n t , Governme n t of India , animpleme n ting agency of the Client, intends to apply a portion of theproceeds of this credit to eligible payment s under the contrac t forwhich this Reques t for Proposals is issued. Payments by the Bank willbe made only at the reques t of the Ministry of Urban Developm e n t andupon approval by the Bank, and will be subject , in all respec t s , to theterms and conditions of the financing agree m e n t . The financingagreem e n t prohibits a withdraw al from the credit account for thepurpose of any payment to persons or entities, or for any impor t ofgoods, if such payment or impor t , to the knowledge of the Bank, isprohibited by a decision of the United Nations Securi ty council takenunder Chapte r VII of the Char te r of the United Nations. No party otherthan the Borrower shall derive any rights from the financingagreem e n t or have any claims to the proceeds of the credit .

2. The Client now invites proposals to provide the following consultingservices (hereinaf te r called “Services”): Prepara t i o n of Propos a l forAssis t in g Munic ip a l Corporat io n Karimn a g ar to Partic ip a t e inthe Smart Citie s Challe n g e . More details on the Services areprovided in the Terms of Reference (Section 7).

Section 1. Lette r of Invitation

3. This Reques t for Proposals (RFP) has been address e d to the followingshortlis ted Consultan t s & other eligible Consultan t s :

[As per list at Annexure of Section 1]

4. It is not permissible to transfe r this invitation to any other firm.

5. A firm will be selected under Least Cost Selection (LCS) and in aProposal format as described in this RFP, in accordanc e with thepolicy detailed in the Consultan t s’ Guidelines which can be found atthe following website: www.worldbank .org/procur e .

6. The RFP includes the following documen t s :

Section 1 - Letter of InvitationSection 2 - Instruc t ions to Consultan t s and Data SheetSection 3 - Technical Proposal - Standa r d FormsSection 4 - Financial Proposal - Standa r d FormsSection 5 – Eligible CountriesSection 6 – Policy on Corrup t and Fraudulen t PracticesSection 7 - Terms of ReferenceSection 8 - Standa r d Forms of Contrac t (Lump- Sum)

7. Details on the proposal’s submission date, time and addre ss are provided in Clauses 17.7 and 17.9 of the ITC.

Yours sincerely,

[Insert: Signature, name, and title of Client’s authorized represen ta t ive]

http://www.worldbank.org/procure

ANNEXURE

LIST OF SHORTLISTED CONSULTING FIRMS1. Darasha w & Co. Pvt. Ltd in consor tium with IDOM Ingene ria y

Consultoria S.A.U. & FUNDACION CARTIF2. Lea Associates South Asia Pvt. Ltd. in associat ion with Crux Consultan t s

Pvt. Ltd and VBSOFT Pvt Ltd.3. IIDC Limited in associa tion with Urban Mass Transi t Company Limited

and Building Design partne r s hip Limited.4.Egis India Consulting Enginee rs Pvt. Ltd. in association with IAU iDF

France and Egis EAU.5.CRISIL Risk and Infras t ruc t u r e Solutions Limited in associa tion with

PriMove Infras t ruc t u r e Developme n t Consultan t s Pvt. Ltd. And Probity Soft Pvt. Ltd.

6.Mott MacDonald Private Limited in associa tion with Mott MacDonald Limited and Ernst and Young LLP.

7.Srei Infras t ruc tu r e Finance Limited in associa t ion with Navayuga Spatial Technologies Private Limited RSP Design (India) Consultan t s Pvt. Ltd.

8.AECOM India Pvt. Ltd. in associa tion with AECOM ASIA COMPANY LIMITED.

9.Knight Frank (India) Pvt. Ltd in associa tion with Fort res s Infras t ruc t u r eServices and PSP Financial Consultan t s Pvt. Ltd.

10.Infosys Limited in associa tion with ICLEI - Local Governm e n t s for Sustainabili ty South Asia and Administ ra t ive Staff College of India.

11.CRP Risk Manage m e n t Limited in associat ion with Infras t ruc t u r e Manage m e n t and Advisory Services Private Limited.

Section 2. Instructions to Consultants and Data Sheet

A. General Provisions

1. Defin i t io n s (a) “Affiliate(s)” means an individual or an entitythat directly or indirec t ly controls, iscontrolled by, or is under common controlwith the Consultan t .

(b) “Applicable Guidelines” means the policygoverning the selection and Contrac t awardprocess as set forth in this RFP.

(c) “Applicable Law” means the laws and anyother instrum e n t s having the force of law inthe Client’s count ry, or in such other count ryas may be specified in the Data She e t , asthey may be issued and in force from time totime.

(d) “Bank” means the Interna t ional Bank forReconst ruc t ion and Developmen t (IBRD) orthe Interna t ional Developmen t Association(IDA).

(e) “Borrower” means the Governme n t ,Governm e n t agency or other entity that signsthe financing agree m e n t with the Bank.

(f) “Client” means the impleme n t ing agencythat signs the Contrac t for the Services withthe selec ted Consultan t i.e., MunicipalCorpora t ion Karimnag a r repres e n t e d by theCommissione r .

(g) “Consultan t” means a legally- establishedprofessional consulting firm or an entity thatmay provide or provides the Services to theClient under the Contrac t .

(h) “Contrac t” means a legally binding writtenagreem e n t signed between the Client and theConsultan t and includes all the attacheddocumen t s listed in its Clause 1 (the GeneralConditions of Contrac t (GCC), the SpecialConditions of Contrac t (SCC), and the

Appendices).

(i) “Data Shee t” means an integral par t of theInst ruc t ions to Consultan t s (ITC) Section 2that is used to reflect specific count ry andassignme n t conditions to supplem en t , but notto over- write, the provisions of the ITC.

(j) “Day” means a calenda r day.

(k) “Exper t s” means, collectively, Key Exper t s ,Non- Key Exper t s , or any other personnel ofthe Consultan t , Sub- consultan t or JointVenture member(s).

(l) “Governm e n t” means the governm e n t of theClient’s count ry.

(m) “Joint Venture (JV)” means anassocia tion with or without a legalpersonali ty distinct from that of its member s ,of more than one Consultan t where onemember has the authori ty to conduc t allbusiness for and on behalf of any and all themember s of the JV, and where the member sof the JV are jointly and severally liable to theClient for the performa nc e of the Contrac t .

(n) “Key Exper t(s)” means an individualprofessional whose skills, qualifications,knowledge and experience are critical to theperform anc e of the Services under theContrac t and whose CV is taken into accountin the technical evaluat ion of the Consultan t’sproposal .

(o) “ITC” (this Section 2 of the RFP) means theInst ruc t ions to Consultan t s that provide s theshortlis ted/ selected Consultan t s with allinformation needed to prepa re theirProposals.

(p) “LOI” (this Section 1 of the RFP) means theLetter of Invitation being sent by the Client tothe shortlis ted Consultan t s .

(q) “Non- Key Exper t(s)” means an individualprofessional provided by the Consultan t or its

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Sub- consultan t and who is assigned toperform the Services or any part thereofunder the Contrac t and whose CVs are notevaluat ed individually.

(r) “Proposal” means the Technical Proposal andthe Financial Proposal of the Consultan t .

(s) “RFP” means the Reques t for Proposals to beprepa re d by the Client for the selec tion ofConsultan t s , based on the SRFP.

(t) “SRFP” means the Standa r d Reques t forProposals, which must be used by the Clientas the basis for the prepa r a t ion of the RFP.

(u) “Services” means the work to be performe dby the Consultan t pursua n t to the Contrac t .

(v) “Sub- consultan t” means an entity to whomthe Consultan t intends to subcont r ac t anypart of the Services while remainingresponsible to the Client during theperform anc e of the Contrac t .

(w) “TORs” (this Section 7 of the RFP)means the Terms of Reference that explainthe objectives, scope of work, activities, andtasks to be perform ed , respec t iveresponsibilities of the Client and theConsultan t , and expected resul ts anddeliverables of the assignm e n t .

2. Introdu c t ion

2.1 The Client named in the Data She e t intendsto select a Consultan t from those listed in the Lette rof Invitation, in accorda nce with the method ofselection specified in the Data She e t .

2.2 The shortlis ted Consultan t s are invited tosubmit a Proposal, for consulting services requiredfor the assignme n t named in the Data Shee t . TheProposal will be the basis for negotia t ing andultimately signing the Contrac t with the selectedConsultan t .

2.3 The Consultan t s should familiarize themselveswith the local conditions and take them into accountin prepa ring their Proposals.

2.4 The Client will timely provide, at no cost tothe Consultan t s , the inputs, relevan t project data,and repor t s required for the prepa ra t ion of theConsultan t’s Proposal as specified in the DataShe e t .

3. Confl ic t of Intere s t

3.1 The Consul tant is required to provideprofessional , objective, and impar t ial advice, at alltimes holding the Client’s interes t s paramoun t ,strictly avoiding conflicts with other assignme n t s orits own corpora t e interes t s , and acting without anyconsidera t ion for future work.

3.2 The Consultan t has an obligation to discloseto the Client any situat ion of actual or poten tialconflict that impacts its capacity to serve the bestintere s t of its Client. Failure to disclose suchsituat ions may lead to the disqualifica tion of theConsultan t or the termina tion of its Contrac t .

3.2.1 Without limitation on the genera li ty ofthe foregoing, and unless stated otherwise in theData Shee t , the Consultan t shall not be hiredunder the circumst a nc e s set forth below:

a. Confl ic t i n g activit i e s

(i) Conflict betwee n consulting activities andprocure m e n t of goods, works or non-consulting services: a firm that has beenengaged by the Client to provide goods,works, or non- consulting services for aproject, or any of its Affiliates, shall bedisqualified from providing consultingservices resul ting from or direc tly related tothose goods, works, or non- consultingservices . Converse ly, a firm hired to provideconsulting services for the prepa r a t ion orimpleme n ta t ion of a project , or any of itsAffiliates, shall be disqualified fromsubseque n t ly providing goods or works ornon- consulting services resul ting from ordirectly related to the consulting servicesfor such prepa ra t ion or implemen t a t ion.

b. Confl ic t i n g ass ig n m e n t s

(ii) Conflict among consulting assignme n t s : aConsultan t (including its Exper t s and Sub-consultan t s ) or any of its Affiliates shall notbe hired for any assignme n t that, by its

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nature , may be in conflict with anothe rassignme n t of the Consultan t for the sameor for another Client.

c. Confl ic t in grelatio n s h i p s

(iii) Relationship with the Client’s staff: aConsultan t (including its Exper t s and Sub-consultan t s) that has a close business orfamily relationship with a professional staffof the Borrower (or of the Client, or ofimplemen t ing agency) who are direc tly orindirec tly involved in any part of (i) theprepa ra t ion of the Terms of Reference forthe assignm e n t , (ii) the selection process forthe Contrac t , or (iii) the supervision of theContrac t , may not be awarde d a Contrac t ,unless the conflict stemming from thisrelationship has been resolved in a manne rconforming to the guidelines throughou t theselection process and the execution of theContrac t .

4. Unfair Comp e t i t ive Advanta g e

4.1 Fairness and transpa r e n cy in the selec tionprocess require that the Consultan t s or theirAffiliates competing for a specific assignm en t do notderive a competi t ive advantag e from havingprovided consulting services related to theassignme n t in question. To that end, the Client shallindicate in the Data Shee t and make available to allshortlis ted Consultan t s & other Eligible Consultan t stogethe r with this RFP all information that would inthat respec t give such Consultan t any unfaircompeti t ive advantag e over competing Consultan t s .

5. Corrupt and Fraudul e n tPracti c e s

5.1 Compliance with the policy in regard to corrup tand fraudulen t practices as set forth in Section 6 isessential .

5.2 In furthe r pursuanc e of this policy, Consultan tshall permit and shall cause its agents , Exper ts ,Sub- consultan t s , sub- contrac to r s , servicesproviders , or suppliers to permit the Client toinspect all accoun ts , records , and other documen t srelating to the submission of the Proposal andcontrac t performa nc e (in case of an award), and tohave them audited by auditor s appointed by theClient.

6. Eligibi l i ty 6.1 The Client permit s the selec ted Consultan t si.e., Short listed consultan t s (individuals and firms,including Joint Ventures and their individualmember s) or other eligible Consultan t s to offerconsulting services . 6.2 Furthe r m o r e , it is the Consultan t’sresponsibili ty to ensure that its Exper t s , jointventu re member s , Sub- consultan t s , agents(declared or not), sub- contrac to r s , serviceproviders , suppliers and/or their employees meetthe eligibility require m e n t s as established in theApplicable Guidelines .

6.3 As an exception to the foregoing Clauses 6.1and 6.2 above:

a. Sanc t i o n s 6.3.1 A firm or an individual snot conformingto the guidelines shall be ineligible to beawarde d a contrac t .

b. Prohibi t i o n s

6.3.2 Firms and individuals of a count ry orgoods manufac tu r e d in a count ry may beineligible if so indicated in Section 5 (EligibleCountries) and:

(a) as a mat te r of law or official regula tions,the Borrower’s count ry prohibitscommercial relations with that count ry,provided that the Client is satisfied thatsuch exclusion does not preclude effectivecompeti t ion for the provision of Servicesrequired; or

(b) by an act of compliance with a decision ofthe United Nations Securi ty Council takenunder Chapte r VII of the Char te r of theUnited Nations, the Borrower’s Countryprohibits any import of goods from thatcount ry or any payment s to any count ry,person, or entity in that count ry.

c. Restri c t i o n s for Govern m e n t -owne d

6.3.3 Governm e n t- owned ente rp ris es orinstitutions in the Borrower’s count ry shall beeligible only if they can establish that they (i)are legally and financially autonomous, (ii)opera te under commercial law, and (iii) that

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Enterpri s e s they are not depende n t agencies of the Client

To establish eligibility, the governme n t- ownedenterp ri se or institut ion should provide allrelevant documen t s (including its char te r )sufficient to demons t r a t e that it is a legal entitysepara t e from the governm e n t ; it does notcurren tly receive any substan t i al subsidies orbudge t suppor t ; it is not obligated to pass onits surplus to the governm e n t ; it can acquirerights and liabilities, borrow funds, and can beliable for repayme n t of debts and be declaredbankrup t ; and it is not competing for a contrac tto be awarde d by the governm e n t depar t m e n tor agency which, under the applicable laws orregula tions, is its repor t ing or supervisoryauthori ty or has the ability to exerciseinfluence or control over it.

d. Restri c t i o n s for public empl oy e e s

6.3.4 Governm e n t officials and civil servan ts ofthe Borrower’s count ry are not eligible to beincluded as Exper t s in the Consultan t’sProposal unless such engage m e n t does notconflict with any employment or other laws,regula t ions , or policies of the Borrower’scount ry, and they

(i) are on leave of absence without pay, or haveresigned or retired;

(ii) are not being hired by the same agencythey were working for before going on leave ofabsence without pay, resigning, or retiring

(in case of resigna t ion or retirem e n t , fora period of at leas t 6 (six) months, or theperiod established by statu to ryprovisions applying to civil servan ts orgovernm e n t employees in theBorrower’s count ry, whichever islonger . Exper t s who are employed bythe governm e n t- owned universi ties ,educa tional or resea rch insti tu tions arenot eligible unless they have been fulltime employees of their institut ions for ayear or more prior to being included inConsultan t’s Proposal.; and

(iii) their hiring would not crea t e a conflict ofintere s t .

B . Pr e p ar a t i o n o f Pr o p o s a l s

7. Genera l Consid er a t i ons

7.1 In preparing the Proposal, the Consultan t isexpected to examine the RFP in detail. Mate rialdeficiencies in providing the informat ion reques t edin the RFP may result in rejection of the Proposal.

8. Cost of Prepara t i o n of Propo s a l

8.1 The Consultan t shall bear all costs associat edwith the prepa ra t ion and submission of its Proposal,and the Client shall not be responsible or liable forthose costs, regardles s of the conduct or outcome ofthe selection process . The Client is not bound toaccept any proposal, and rese rves the right to annulthe selec tion process at any time prior to Contrac taward , without thereby incurring any liability to theConsultan t .

9. Langu a g e 9.1 The Proposal, as well as all correspond e n c eand docume n t s relating to the Proposal exchange dbetween the Consultan t and the Client, shall bewritten in the language(s) specified in the DataShe e t .

10. Docu m e n ts Compri s i n g the Propo s a l

10.1 The Proposal shall comprise the documen t sand forms listed in the Data Shee t .

10.2 If specified in the Data She e t , the Consultan tshall include a statem e n t of an under t aking of theConsultan t to observe , in competing for andexecuting a contrac t , the Client count ry’s lawsagains t fraud and corrup t ion (including bribery).

10.3 The Consultan t shall furnish informat ion oncommissions, gratui ties , and fees, if any, paid or tobe paid to agents or any other par ty relating to thisProposal and, if awarded , Contrac t execution, asreques t ed in the Financial Proposal submission form(Section 4).

11. Only One Propos a l

11.1 The Consultan t (including the individualmember s of any Joint Venture) shall submit only oneProposal, either in its own name or as par t of a JointVenture in anothe r Proposal. If a Consultan t ,including any Joint Venture member , submits or

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participat e s in more than one proposal, all suchproposals shall be disqualified and rejected. Thisdoes not, however , preclude a Sub- consultan t , orthe Consultan t’s staff from participa t ing as KeyExper ts and Non- Key Expert s in more than oneProposal when circums ta nc e s justify and if stated inthe Data Shee t .

12. Propos a l Validity

12.1 The Data She e t indicates the period duringwhich the Consultan t’s Proposal must remain validafter the Proposal submission deadline.

12.2 During this period, the Consultan t shallmaintain its original Proposal without any change,including the availability of the Key Exper t s , theproposed rates and the total price.

12.3 If it is established that any Key Exper tnomina ted in the Consultan t’s Proposal was notavailable at the time of Proposal submission or wasincluded in the Proposal without his/herconfirma tion, such Proposal shall be disqualifiedand rejected for furthe r evalua tion, and may besubject to sanctions in accordanc e with Clause 5 ofthis ITC.

a. Exten s i o n of Validity Period

12.4 The Client will make its best effort tocomplet e the negotia t ions within the proposal’svalidity period. However , should the need arise, theClient may reques t , in writing, all Consultan t s whosubmit t ed Proposals prior to the submissiondeadline to extend the Proposals’ validity.

12.5 If the Consultan t agrees to extend the validityof its Proposal, it shall be done without any changein the original Proposal and with the confirmation ofthe availability of the Key Exper t s .

12.6 The Consultan t has the right to refuse toextend the validity of its Proposal in which casesuch Proposal will not be furthe r evaluate d .

b. Subst i t u t i o n of Key Expert s at Validity

12.7 If any of the Key Exper t s become unavailablefor the extende d validity period, the Consultan tshall provide a written adequa t e justifica tion andevidence satisfacto ry to the Client togethe r with thesubsti tu t ion reques t . In such case, a replace m e n t

Exten s i o n Key Expert shall have equal or bette r qualifica tionsand experience than those of the originallyproposed Key Exper t . The technical evaluat ionscore, however , will remain to be based on theevalua tion of the CV of the original Key Exper t .

12.8 If the Consultan t fails to provide areplace m e n t Key Exper t with equal or bet te rqualifications , or if the provided reasons for thereplace m e n t or justification are unaccep t a ble to theClient, the Client rese rves the right to reject suchProposal.

c. Sub-Contrac t i n g

12.9 The Consultan t shall not subcont r ac t thewhole of the Services.

13. Clarifica t ion and Amen d m e n t of RFP

13.1 The Consultan t may reques t a clarification ofany part of the RFP during the period indicated inthe Data Shee t before the Proposals’ submissiondeadline. Any reques t for clarification must be sentin writing, or by standa r d elect ronic means, to theClient’s addre ss indicated in the Data Shee t . TheClient will respond in writing, or by standa rdelect ronic means, and will send written copies ofthe response (including an explana tion of the querybut without identifying its source) to all shortlis tedConsultan t s & other eligible Consultan t s . Shouldthe Client deem it necessa ry to amend the RFP as aresult of a clarifica tion, it shall do so following theprocedu re described below:

13.1.1 At any time before the proposalsubmission deadline, the Client may amend theRFP by issuing an amendm e n t in writing or bystanda r d elect ronic means . The amend m e n tshall be sent to all shortlis tedConsultan t s /Other eligible Consultan t s and willbe binding on them. The shortlis tedConsultan t s shall acknowledge receipt of allamend m e n t s in writing.

13.1.2 If the amendm e n t is substan ti al , theClient may extend the proposal submissiondeadline to give the shortlis ted Consultan t sreasona ble time to take an amend m e n t intoaccount in their Proposals.

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13.2 The Consultan t may submit a modifiedProposal or a modification to any part of it at anytime prior to the proposal submission deadline. Nomodifications to the Technical or Financial Proposalshall be accepted after the deadline.

14. Prepara t i on of Propos a l s – Spec i f i c Consid er a t i ons

14.1 While prepar ing the Proposal, the Consultan tmust give particula r atten t ion to the following:

14.1.1 If a shortlis ted Consultan t /other EligibleConsultan t conside r s that it may enhance itsexper tise for the assignm e n t by associatingwith other consultan t s in the form of a JointVenture or as Sub- consultan t s , it may do sowith either (a) non- shortlis ted Consultan t(s), or(b) shortlis ted Consultan t s if permit ted in theData Shee t . In all such cases a shortlis tedConsultan t /other Eligible Consultan t mustobtain the written approval of the Client priorto the submission of the Proposal. Whenassocia ting with non- shortlis ted firms in theform of a joint ventu re or a sub- consultancy,the shortlis ted Consultan t shall be a leadmember . If shortlis ted Consultan t s associa tewith each other, any of them can be a leadmember .

14.1.2 The Client may indicate in the DataShe e t the estimate d Key Exper t s’ time input(expresse d in person- month) or the Client’sestimat ed total cost of the assignme n t , but notboth. This estimate is indicative and theProposal shall be based on the Consultan t’sown estimate s for the same.

15. Propos a l Format and Conte n t

15.1 Cons ul ta n t shal l not propo s e alterna t iv eKey Experts . Key Expert s in the Propo s a l shallbe from the pool of Key Perso n n e l qualif i e dthrou g h the Requ e s t for Expres s i o n of Inter e s t(REOI) evalua t i o n for this ass i g n m e n t . Failureto comply with this require m e n t will make thePropo s a l non- respo n s iv e .

15.2 Depending on the natu re of the assignm e n t ,the Consultan t is required to submit a Proposal

using the Standa r d Forms provided in Section 3 ofthe RFP.

16. Finan ci a l Propos a l

16.1 The Financial Proposal shall be prepa r e dusing the Standa rd Forms provided in Section 4 ofthe RFP. It shall list all costs associat ed with theassignme n t , including (a) remuner a t ion for KeyExper ts and Non- Key Exper t s , (b) reimburs a bleexpenses indicated in the Data Shee t .

a. Price Adjust m e nt

16.2 For assignme n t s with a dura tion exceeding18 months , a price adjustm e n t provision for foreignand/or local inflation for remune r a t ion rates appliesif so stated in the Data She e t .

b. Taxes 16.3 The Consultan t and its Sub- consultan t s andExper ts are responsible for meeting all tax liabilitiesarising out of the Contrac t unless stated otherwisein the Data She e t . Informa tion on taxes in theClient’s count ry is provided in the Data She e t .

c. Curren cy of Propos a l

16.4 The Consultan t may express the price for itsServices in the currency or currencies as stated inthe Data Shee t . If indicated in the Data Shee t , theportion of the price repre se n ting local cost shall bestated in the national currency.

d. Curren cy of Paym e n t

16.5 Payment under the Contrac t shall be made inthe currency or currencies in which the payment isreques t ed in the Proposal.

C. S u b m i s s i o n , Op e n i n g a n d Eval u a t i o n

17. Sub mi s s i o n , Sealin g , and Markin g of Propos a l s

17.1 The Consultan t shall submit a signedand complete Proposal comprising thedocumen t s and forms in accordanc e withClause 10 (Documen t s ComprisingProposal). The submission can be done bymail or by hand.

17.2 An authorized repres e n t a t ive of theConsultan t shall sign the originalsubmission letter s in the required formatfor both the Technical Proposal and, ifapplicable, the Financial Proposal andshall initial all pages of both. Theauthoriza t ion shall be in the form of a

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written power of attorney attache d to theTechnical Proposal.

17.2.1 A Proposal submitt ed by a JointVenture shall be signed by all member s so asto be legally binding on all member s , or byan authorized represe n t a t ive who has awritten power of attorney signed by eachmember’s authorized repres e n t a t ive.

17.3 Any modifications, revisions,interlinea t ions , erasure s , or overwri tingshall be valid only if they are signed orinitialed by the person signing theProposal.

17.4 The signed Proposal shall be marked“ORIGINAL ”, and its copies marked “COPY”as approp ria t e . The number of copies isindicated in the Data Shee t . All copiesshall be made from the signed original. Ifthere are discrepa ncies betwee n theoriginal and the copies, the original shallprevail.

17.5 The original and all the copies of theProposal shall be placed inside a sealedenvelope clearly marked “P ROPOSAL ”,“[Name of the Assignmen t]“, referencenumber , name and address of theConsultan t , and with a warning “D O N OT

OPEN UNTIL [ INSERT THE DATE AND THE TIME

OF THE P ROPOSAL SUBMIS SIO N DEADLINE ] .”

17.6 If the envelopes and packages withthe Proposal are not sealed and marked asrequired , the Client will assum e noresponsibili ty for the misplace m e n t , loss,or prema tu r e opening of the Proposal.

17.7 The Proposal or its modifications mustbe sent to the address indicated in theData Shee t and received by the Client nolater than the deadline indicated in theData Shee t , or any extension to thisdeadline. Any Proposal or its modificationreceived by the Client after the deadline

shall be declared late and rejec ted, andpromptly returne d unopene d.

18. Confide n t i a l ity

18.1 From the time the Proposals are opened tothe time the Contrac t is awarded, the Consultan tshould not contac t the Client on any matte rrelated to its Technical and/or Financial Proposal.Informa tion relating to the evalua tion ofProposals and award recom me n d a t ions shall notbe disclosed to the Consultan t s who submit tedthe Proposals or to any other par ty not officiallyconcerne d with the process, until the publicationof the Contrac t award information.

18.2 Any attemp t by shortlis tedConsultan t s /other Eligible Consultan t s or anyoneon behalf of the Consultan t to influenceimprope r ly the Client in the evaluation of theProposals or Contrac t award decisions may resultin the rejection of its Proposal.

18.3 Notwiths t a nding the above provisions, fromthe time of the Proposals’ opening to the time ofContrac t award publica tion, if a Consultan twishes to contac t the Client, on any matte rrelated to the selection process , it should do soonly in writing.

19. Openin g of Propos a l s

19.1 The Client’s evaluation committee shallconduc t the opening of the Proposals in thepresence of the authorised agents of theshortlis ted Consultan t s /other Eligible Consultan twho choose to attend (in person, or online if thisoption is offered in the Data Shee t ). The openingdate, time and the addre ss are stated in the DataShe e t .

19.2 At the opening of the Proposals thefollowing shall be read out: (i) the name and thecount ry of the Consultan t or, in case of a JointVenture , the name of the Joint Venture , the nameof the lead member and the names and thecount r ies of all membe r s; (ii) the presence orabsence of a duly sealed envelope; (iii) anymodifications to the Proposal submit ted prior toproposal submission deadline; and (iv) total pricesread aloud and recorded. Copies of the record

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shall be sent to all Consultan t s who submit t edProposals and to the Minist ry of UrbanDevelopme n t .

20. Propos a l s Evaluat io n

20.1 The Consultan t is not permit ted to alter ormodify its Proposal in any way after the proposalsubmission deadline except as permit t ed underClause 12.7 of this ITC. While evaluat ing theProposals, the Client will conduc t the evalua tionsolely on the basis of the submit t ed Proposals andcheck the responsivenes s of the Proposal .

21. Correc t i o n of Errors

21.1 The Consultan t is deemed to have includedall prices in the Financial Proposal, so neithe rarithme t ical correc tions nor price adjustme n t sshall be made. The total price, net of taxesunders tood as per Clause ITC 22 below, specifiedin the Financial Proposal (Form FIN- 1) shall beconsidere d as the offered price.

22. Taxes 22.1 The Client’s evaluat ion of the Consultan t’sFinancial Proposal shall exclude taxes and dutiesin the Client’s count ry in accordanc e with theinstruc t ions in the Data Shee t .

23. Convers i o n to Sing l e Curren cy

23.1 For the evaluation purposes , prices shall beconver t ed to a single currency using the sellingrates of exchange , source and date indicated inthe Data Shee t .

24. Finan ci a l Evaluat io n

24.1 The Client will select the Consultan t withthe lowest evalua ted total price among thoseconsultan t s that is responsive to the RFP, andinvite such Consultan t to negotia te the Contrac t .However as per REOI, a consultan t (firm) shallnot be awarded assignme n t for more than 5 (five)cities. In case the lowest evaluat ed consultan t(firm) has been awarde d assignme n t in 5 (five)cities, the consultan t shall inform the Clientearlies t . In such case, the Client will select theConsultan t (firm) with next responsive lowestevalua ted price.

D. N e g o t i a t i o n s a n d Award

25. Neg o t i a t i o n s 25.1 The negotia tions will be held at the dateand address indicated in the Data Shee t with theConsultan t’s repres e n t a t ive(s) who must havewritten power of attorney to negotia t e and sign aContrac t on behalf of the Consultan t . TheConsultan t shall in confirm in writing that it hasnot been awarded assignme n t s for 5 (five) cities.In case during contrac t negotia tion the consultan tinforms that Consultan t has already beenawarded assignme n t for 5 (five) cities the Clientwill invite next ranked consultan t to negotia te acontrac t .

25.2 The Client shall prepa re minutes ofnegotia tions that are signed by the Client and theConsultan t’s authorized repre se n t a t ive.

a. Availabil i ty of Key Experts

25.3 The invited Consultan t shall confirm theavailability of all Key Exper t s included in theReques t for Expression of Interes t (REOI) for thisassignme n t invited by MoUD as a pre- requisit e tothe negotia tions , or, if applicable, a replace m e n tin accordanc e with Clause 12 of the ITC. TheSign e d CV of the Key Expert and und er tak i n gfor their availabi l i ty for the ass i g n m e n t inthe city as per Form Tech 4 shal l be provid e dat contra c t neg o t i a t i o n s . Failure to confirm theKey Expert s’ availability may result in therejec tion of the Consultan t’s Proposal and theClient proceeding to negotia te the Contrac t withthe next- ranked Consultan t .

25.4 Notwiths t a nding the above, the substi tu tionof Key Exper t s at the negotia tions may beconsidere d if due solely to circums ta n c e s outsidethe reasona ble control of and not foreseea ble bythe Consultan t , including but not limited to deathor medical incapaci ty. In such case, theConsultan t shall offer a subs ti tu t e Key Exper twithin the period of time specified in the letter ofinvitation to negotia te the Contrac t , who shallhave equivalent or bet te r qualifica tions andexperience than the original candida t e .

b. Tech ni c a l nego t i a t i o n s

25.5 The negotia tions include discussions of theTerms of Referenc e (TORs), the proposedmethodology at REOI stage (customized for the

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city), Staffing Schedule (Key Exper t s proposedand finalized shall be form the pool of Keypersonnel finalized at REOI stage) , WorkSchedule, the Client’s inputs , the specialconditions of the Contrac t , and finalizing the“Descrip t ion of Services” part of the Contrac t .These discussions shall not substan t i ally alter theoriginal scope of services under the TOR or theterms of the contrac t , lest the quality of the finalproduc t , its price, or the relevance of the initialevalua tion be affected .

c. Finan c i a l nego t i a t i o n s

25.6 The negotia tions include the clarification ofthe Consultan t’s tax liability in the Client’scount ry and how it should be reflected in theContrac t .

25.7 If the selection method included cost as afactor in the evalua tion, the total price stated inthe Financial Proposal for a Lump- Sum contrac tshall not be negotia te d .

26. Conclusion of Neg o t i a t i o n s

26.1 The negotia tions are concluded with areview of the finalized draft Contrac t , which thenshall be initialed by the Client and theConsultan t’s authorized repre se n t a t ive.

26.2 If the negotia t ions fail, the Client shallinform the Consultan t in writing of all pendingissues and disagree m e n t s and provide a finaloppor tuni ty to the Consultan t to respond. Ifdisagre e m e n t persis ts , the Client shall termina tethe negotia t ions informing the Consultan t of thereasons for doing so. After having obtained theMoUD’s no objection, the Client will invite thenext- ranked Consultan t to negotia t e a Contrac t .Once the Client commence s negotia tions with thenext- ranked Consultan t , the Client shall notreopen the earlier negotia tions.

27. Award of Contrac t

27.1 After completing the negotia tions , theClient shall obtain the MoUD’s no objection to thenegotia ted draft Contrac t , if applicable, sign theContrac t ; publish the award informa tion as perthe instruct ions in the Data Shee t ; and promptly

notify the other shortlis ted /eligible Consultan t s .

27.2 The Consultan t is expected to commenc ethe assignm e n t on the date and at the locationspecified in the Data Shee t .

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E. Data Sheet

A. Genera l

ITC Claus eRefere n c e

1 (c) India

2.1 Nam e of the Client: Municipal Corpora t ion Karimnag a r forSmar t City (Karimnag a r ) repres en t e d by Commissione r(on behalf of Minist ry of Urban Developme n t ,Governm e n t of India)

Meth o d of sele c t i o n : Two cover bid process i) Technical and ii) Financial

I) Technical Evaluat ion criteria would have the following:1) Technical approach and methodology: (20 points)2) Work plan: (20 points)3) Work Schedule and planning for deliverables : (10points)4) Team Composition, Assignmen t and Key exper t sinputs: (20 points)5) Unders t a n ding of Karimnaga r City: (30 points)

Total marks: 100 points.

Also minimum qualifying criteria in technical proposal will be70 %.

II) Project will be awarded to the Lowest Financial bidder(LI) out of the technically qualified bidders .

Applicab l e Guide l i n e s : Selection and Employmen t ofConsultan t s under IBRD Loans and IDA Credits & Grants byWorld Bank Borrower s , dated January 2011 available onwww.worldba nk.o rg/p roc u r e

http://www.worldbank.org/procure

2.2 The nam e of the assi g n m e n t is : Prepa ra t ion of Proposal for Assisting Municipal Corpora t ion Karimnag a r to Participa te in the Smar t Cities Challenge

2.4 The Client will provid e the followi n g input s , project data, report s , etc . to facil i ta t e the preparat i o n of the Propo s a l s :

Designa t e an “O ffic e r- In char g e ” r e sp ons ible for m anage m e n t a nd coor d in ati on of consul ting firm .

Make best efforts in providing data and information

required for carrying out study and

recomm e n d a t ions that are not widely available in

the public domain including maps etc.

6.3.1 A list of debarre d firms and individ u al s is availabl e at the extern al webs i t e : www.worldba nk.o rg/deb a r r

B. Preparat i o n of Propo s a l s

9.1 This RFP has been issu e d in the _Engli s h langu a g e .

Propo s a l s shall be sub mit t e d in Engl i s h

All corres p o n d e n c e exch a n g e shall be in Engli s hlangu a g e .

10.1 The Propos a l shal l compri s e the followin g :

(1) Power of Attorney to sign the Proposal (2) TECH- 1(3) FIN- 1(4) FIN- 2(5) FIN- 3(6) FIN 4(7) State me n t of Under t aking

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http://www.worldbank.org/debarr

10.2 State m e n t of Undertak i n g is require dYes √

11.1 Partic ip a t i o n of Sub- cons u l t a n t s , Key Expert s and Non-Key Expert s in more than one Propo s a l is permi s s i b l eYes √

12.1 Propo s a l s must remai n valid for 45 calenda r days after the proposal submission deadline .

13.1 Clarifica t i o n s may be requ e s t e d no later than 4 days prior to the sub mi s s i o n deadl in e .

The contact information for reques t ing clarifica tions is: Shri D.Krishna Bhaskar Commissione r Municipal Corpora t ion Karimnaga rKarimnaga rTelangana StatePh no: 0878- 2243438 E-mail:knrcm n r@r e diffmail.comFax. No. : 0878- 2240624

14.1 . 1 Short l i s t e d Cons ul ta n t s /oth er elig ib l e Consul ta n t s mayasso c i a t e with

(a) non- shortl i s t e d cons u l t a n t ( s ) : Yes

(b) other short l i s t e d Cons ul ta n t s : No

14.1 . 2Estima t e d total cost of the ass i g n m e n t : Indian Rupe e s ____________Lakhs

16.1 Reimburs a ble expenses:

(1) a per diem allowance, including hotel, for experts forevery day of absence from the home office for thepurposes of the Services;

(2) cost of travel by the most appropriate means oftransport and the most direct practicable route;

(3) cost of office accom modation, including overheads andback- stop support;

(4) comm unications costs;

(5) cost of purchase or rent or freight of any equipme n trequired to be provided by the Consultants;

(6) cost of reports production (including printing) anddelivering to the Client;

(7) other allowances where applicable (if any)

(8) cost of such further items required for purposes of theServices not covered in the foregoing.

* Reimbursable expens es is included in total estimatecost

(Clause no.14.1.2)

16.2 A price adjus t m e n t provis io n appli e s to remu n e r a t i o n rate s: No √

16.3 Amounts payable by the Client to the Consultan t under the contrac t to be subject to local taxation : Yes

The Client will

-reimburs e the Consultan t for indirec t local taxes(including service tax) and duties as per SCC Clause39.1, 39.2 and 39.3 – Yes

-reimburs e the Consultan t income tax paid in India onthe remune r a t ion for services provided by the non-residen t staff of the consultan t – No

16.4 The Finan ci a l Propos a l shall be stat e d in the followin g curren c i e s :

Consultan t may express the price for their Services in anyfully conver t ible currency, singly or in combina tion of up tothree foreign currencies .

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The Finan ci a l Propos a l should stat e local cost s in the Client’ s coun try curren cy (local curre n cy ): Yes

C. Sub mi s s i o n , Openi n g and Evaluat io n

17.4 The Cons ul ta n t mus t sub mit Propo s a l: one (1) original and one (1) copy;

17.7 The Propos a l s must be sub mit t e d not later than:Date: 06- 07- 201 6 Time: 14:00 hrs

[If appropriate, add translation of the warning marking [“Do not open....”] in the national language to the outer sealed envelope]

The Propos a l sub mi s s i o n addres s is: Commissione r Municipal Corpora t ion Karimnaga rKarimnaga rTelangana StatePh no: 0878- 2243438 E-mail:knrcm n r@r e diffmail.comFax. No. : 0878- 2240624

19.1 The openi n g shal l take place at: Municipal Corpora t ion Karimnaga rKarimnaga rTelangana StatePh no: 0878- 2243438 E-mail:knrcm n r@r e diffmail.comFax. No. : 0878- 2240624A.Tech n i c a l Bid Date : 06- 07- 2016Time: 14:30 hrsB.Tec h n i c a l Pres e n t a t i o nDate : 07- 07- 2016Time: 15:00 hrsB.De c lara t i o n of Tech ni c a l score & openi n g of Finan c i a l Bid:(appli cab l e only for tech n i c a l ly qualif i e d cons u l t a n t s )

Date : 07- 07- 2016Time: 17:00 hrs

22.1 For the purpose of the evaluation, the Client will exclude: (a)all local identifiable indirec t taxes such as sales tax, excisetax, VAT, or similar taxes levied on the contrac t’s invoices;and (b) all additional local indirec t tax on the remune r a t ionof services rende re d by non- residen t exper t s in the Client’scount ry. If a Contrac t is awarde d, at Contrac t negotia tions ,all such taxes will be discussed , finalized (using the itemizedlist as a guidance but not limiting to it) and added to theContrac t amount as a separa t e line, also indicating whichtaxes shall be paid by the Consultan t and which taxes arewithheld and paid by the Client on behalf of the Consultan t .

D. Neg ot i a t i o n s and Award

25.1 Expect e d date and addre s s for contrac t nego t i a t i o n s :

Date : 07- 07- 2016 Addres s : Municipal Corpora t ion Karimnaga rKarimnaga rTelangana StatePh no: 0878- 2243438 E-mail:knrcm n r@r e diffmail.comFax. No. : 0878- 2240624

26.1 The sing l e curren cy for the conver s i o n of all price s expre s s e d in variou s curren c i e s into a sin g l e one is : Indian Rupees

The officia l sourc e of the sel l in g (exch a n g e ) rate is : State Bank of India [SBI] (New Delhi) BC Selling rate of Exchange .

The date of the excha n g e rate is: Deadline for submissionof proposals specified in Para 17.4 above

27.1 The public a t i o n of the contrac t award infor m at i o n followi n g the compl e t i o n of the contrac t nego t i a t i o n s and contra c t sign i n g will be done as followin g: mc k a r i m n a g a r . n i c . i n

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27.2 Expect e d date for the com m e n c e m e n t of the Service s:Date : 14- 07- 2016 at : Municipal Corporation Karimnagar

Section 3. Technical Proposal – Standard Forms

{ Notes to Consultan t shown in bracke ts { } throughout Section 3 provide guidance to the Consultan t to prepa re the Technical Proposal; they should not appea r on the Proposals to be submit ted . }

CHECKLIST OF R EQUIRED FORMS

All page s of the origin a l Tech ni c a l and Finan c i a l Propo s a l shal l be initia l l e d by the sam e author iz e d repre s e n t a t iv e of the Cons ul ta n t who sign s the Propo s a l .

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FORM DESCRIPTION

TECH-1 Technical Proposal Submission Form.

TECH-1 Attachment

If the Proposal is submitted by a joint venture, attach a letter of intent or a copy of an existing agreement.

TECH-2 Description of the Approach, Methodology, and Work Plan for Performing the Assignment

TECH-3 Work Schedule and planning for deliverables

TECH-4 Team Composition, Assignment, and Key Experts’ inputs

Power of Attorney

No pre-set format/form. In the case of a Joint Venture, several are required: a power of attorney for the authorized representative of each JV member, and a power of attorney for the representative of the lead member to represent all JV members

Section 3. Technical Proposal – Standa r d Forms

FORM TECH- 1

TECHNICAL P ROPOSAL S UBMIS SION FORM

{Location, Date}

To:The Commissione rMunicipal Corpora t ion Karimnag a rKarimnag a rTelangan a StatePh no: 0878- 2243438 E-mail:knrcm n r@ r e diffmail.comFax. No. : 0878- 2240624

Dear Sirs:

We, the undersigne d , offer to provide the consulting services forPreparation of Proposal for Assisting Municipal Corporation karimnagar toParticipate in the Smart Cities Challenge in accordanc e with your Reques tfor Proposals dated [Insert Date] and our Proposal. We are herebysubmit ting our Proposal sealed in an envelope .

{If the Consultan t is a joint ventu re , inser t the following : We aresubmit ting our Proposal a joint venture with: { Inser t a list with full nameand the legal address of each membe r , and indicate the lead member } . Wehave attache d a copy {inser t : “of our letter of intent to form a joint ventu re”or, if a JV is already formed, “of the JV agree m e n t”} signed by everyparticipa t ing member , which details the likely legal struc tu r e of and theconfirmat ion of joint and severable liability of the membe r s of the said jointventure .

{OR

If the Consultan t’s Proposal includes Sub- consultan t s , inser t the following:We are submit ting our Proposal with the following firms as Sub- consultan t s :{Inser t a list with full name and address of each Sub- consultan t . }

We hereby declare that:

(a) All the information and statem e n t s made in this Proposal aretrue and we accep t that any misinte rp r e t a t ion ormisrepr e s e n t a t ion contained in this Proposal may lead to ourdisqualification by the Client.

(b) Our Proposal shall be valid and remain binding upon us for theperiod of time specified in the Data Sheet , Clause 12.1.

(c) We have no conflict of interes t in accordanc e with ITC 3.

(d) We meet the eligibility require m e n t s as stated in ITC 6, and weconfirm our unders t an d ing of our obligation to abide by thepolicy in regard to corrup t and fraudulen t practices as per ITC5 .

(e) In competing for (and, if the award is made to us, in executing)the Contrac t , we under t ake to observe the laws agains t fraudand corrup tion, including bribery, in force in the count ry of theClient.

(f) Except as stated in the Data Sheet , Clause 12.1, we under t aketo negotia te a Contrac t on the basis of the proposed Key Exper t sat REOI stage . The Key Exper t s shall be from the pool of keypersonnel qualified through the REOI. We accep t that thesubsti tu t ion of Key Exper t s for reasons other than those statedin ITC Clause 12 and ITC Clause 25.4 may lead to thetermina tion of Contrac t negotia t ions .

(g) Our Proposal is binding upon us and subject to anymodifica tions resul ting from the Contrac t negotia t ions .

We under t ake , if our Proposal is accepted and the Contrac t is signed,

to initiate the Services related to the assignm e n t no later than the dateindicated in Clause 27.2 of the Data Sheet .

We unders t a n d that the Client is not bound to accept any Proposalthat the Client receives .

We remain,

Yours sincerely,

Authorized Signa tu r e { In full and initials} : Name and Title of Signato ry: Name of Consultan t (company’s name or JV’s name):In the capaci ty of:

Address :

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Contact informat ion (phone and e-mail) :

{For a joint venture , either all membe r s shall sign or only the leadmember , in which case the power of attorney to sign on behalf of allmember s shall be attache d }

FORM TECH-2

DESCRIPTION OF APPROACH, METHODOLOGY ANDWORK PLAN FOR PERFORMING THE ASSIGNME NT/JOB

Form TECH- 2: A descrip tion of the approach, methodology, and work planfor performing the assignme n t .

a) Tech ni c a l Appr o a c h and Met h o d o l o g y . {The Technical Approach andMethodology as indicated at REOI stage needs to be customized for cityspecific.}

b) Wor k Plan . { Please outline the plan for the implemen t a t ion of the main activities/ t asks of the assignm en t , their conten t and dura tion, phasing and inter re la t ions , milestones (including interim approvals by the Client), and tenta t ive delivery dates of the repor t s . The proposed work plan should be consis ten t with the technical approach and methodology, showing unders t a n ding of the TOR and ability to transla t e them into a feasible working plan and work schedule showing the assigned tasks for each exper t . A list of the final docume n t s (including repor t s) to be delivered as final output(s) should be included here. The work plan should be consis ten t with the Work Schedule Form.}

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FORM TECH- 3

W ORK S CHEDULE AND PLANNING FOR DELIVERABLES

N° Deliverables 1 (D-..)Months

1 2 3 4 5 6 7 8 9 ..... n TOTALD-1 City Wide Concept Plan

Draft Smart City Proposal Final Smart City Proposal

D-2 {e.g., Deliverable #2:...............}

n

1 List the deliverables with the breakdown for activities required to produce them and other benchmarks such as the Client’s approvals. For phased assign -ments, indicate the activities, delivery of reports, and benchmarks separately for each phase.

2 Duration of activities shall be indicated in a form of a bar chart.3. Include a legend, if necessary, to help read the chart.

Section 3 – Technical Proposal – Standa r d Forms

FORM TECH- 4

TEAM COMPOSITION , ASSIGNME NT , AND KEY EXPERTS ’ INPUTS

N° NameExpert’s input (in perso n / m o n t h ) per each Deliverabl e (lis t e d in TECH- 5)

Total time- input (in Month s )

Position D-1 D-2 D-3 ........ D-... Home Field Total

KEY EXPERTS

K-1 Team Leader cum Urban Specialist

[Home] [2 month] [1.0] [1.0][Field] [0.5 m] [2.5] [0]

K-2Infrastructure/ Engineering Specialist

K-3Urban Finance Specialist

K-4E-Governance Specialist

SubtotalNON-KEY EXPERTS

N-1[Home]

[Field]

N-2

n

SubtotalTotal

1 “Home” means work in the office in the expert’s country of residence. “Field” work means work carried out in the Client’s City.

Full time input Part time input

35 | P a g e


Section 4. Financial Proposal - Standard Forms

{ Notes to Consultan t shown in bracke ts { } provide guidance to theConsultan t to prepar e the Financial Proposals; they should not appea r onthe Financial Proposals to be submitt ed . }

Financial Proposal Standa r d Forms shall be used for the prepar a t ion of theFinancial Proposal according to the instruc t ions provided in Section 2.

FIN- 1 Financial Proposal Submission Form

FIN- 2 Summa ry of Costs

FIN- 3 Breakdown of Remuner a t ion

FIN- 4 Breakdown of Reimbur s able expenses

Section 4 – Financial Proposal – Standa r d Forms

FORM FIN- 1F INANCIAL P ROPOSAL S UBMIS SION FORM

{Location, Date}

To:

The Commissione rMunicipal Corpora t ion Karimnag a rKarimnag a rTelangan a StatePh no: 0878- 2243438 E-mail:knrcm n r@ r e diffmail.comFax. No. : 0878- 2240624

Dear Sirs:

We, the undersigne d , offer to provide the consulting services forPreparation of Proposal for Assisting Municipal Corporation Karimnagar toParticipate in the Smart Cities Challenge in accordanc e with your Reques tfor Proposal dated [Inser t Date].

Our attached Financial Proposal is for the amount of {Indicat e thecorresponding to the amount(s) currency(ies)} {Inser t amount(s) in wordsand figures }, [Insert “including” or “excluding”] of all indirect local taxes inaccordance with Clause 22.1 in the Data Shee t . The estimate d amount oflocal indirec t taxes is {Inser t currency} {Inser t amount in words andfigures} which shall be confirmed or adjusted , if needed, duringnegotia t ions. {Please note that all amount s shall be the same as in FormFIN- 2}.

Our Financial Proposal shall be binding upon us subject to themodifica tions resul ting from Contrac t negotia tions, up to expira tion of thevalidity period of the Proposal, i.e. before the date indicated in Clause 12.1of the Data Sheet .

Commissions and gra tui ties paid or to be paid by us to an agent orany third par ty relating to prepa r a t ion or submission of this Proposal andContrac t execution, paid if we are awarded the Contrac t , are listed below:

Name and Address Amount and Purpose of Commissionof Agents Currency or Gratuity

37 | P a g e


{If no paymen t s are made or promised, add the following state me n t : “No commissions or gratui ties have been or are to be paid by us to agents or any third par ty relating to this Proposal and Contrac t execution.”}

We unders t a n d you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,

Authorized Signa tu r e { In full and initials }: Name and Title of Signato ry: In the capaci ty of: Address : E-mail: _________________________

{For a joint venture , either all membe r s shall sign or only the leadmember /cons ul t an t , in which case the power of attorney to sign onbehalf of all member s shall be attache d }


FORM FIN- 2S UMMARY OF COSTS

Item

Cost

{Consul tan t must state the proposed Costs in accordance with Clause 16.4 of the Data She e t ; delete columns which are not used}

{ Insert Foreign Currency # 1 }

{ Insert Foreign Currency # 2, if used }

{ Insert Foreign Currency # 3,ifused }

{ Insert Local Currency , if used and/or required

Cost of the Financial Proposal

Including:

(1) Remuneration

(2)Reimbursables

Total Cost of the Financial Proposal:{Should match the amount in Form FIN-1}

Indirect Local Tax Estimates – to be discussed and finalized at the negotiations if the Contract is awarded

Local Indirec t Taxes and Duties asdefined in clause 39.1 and 39.2 of

SCC [excluding service tax]Service Tax payable in India as

defined in Clause 39.1 and 39.2 ofSCC

Total Estimate for Indirect Local Tax:

Footn o t e : Paym e n t s will be made in the curren cy ( i e s ) expres s e d above (Refere n c e to ITC 16.4 ) .

39 | P a g e


F ORM FIN- 3 BREAKDOWN OF REMUNERATION

The information to be provided in this Form shall only be used to demonst r a t e the basis for thecalculation of the Contrac t’s ceiling amount; to calcula te applicable taxes at contrac t negotia tions; and, ifneeded, to establish paymen ts to the Consultan t for possible additional services reques t ed by the Client.This Form shall not be used as a basis for payment s under Lump- Sum contrac t s

A. Remuneration

No.Name Position (as

in TECH-4)

Person-monthRemuneration

Rate

Time Input inPerson/Month(from TECH-4)

{Currency # 1- as in FIN-2}

{Currency #2- as in FIN-2}

{Currency# 3-as in FIN-2}

{LocalCurrency- as

in FIN-2}

Key Experts

K-1 [Home]

[Field]

K-2

Non-Key Experts N-1 [Home]

N-2 [Field]

Total Costs

FORM FIN- 4 B REAKDOWN OF REIMBURSABLE EXPENSESThis information to be provided in this Form shall only be used to demons t r a t e the basis for calcula tion ofthe Contrac t ceiling amount , to calcula te applicable taxes at contrac t negotia t ions and, if needed, toestablish paymen t s to the Consultan t for possible additional services reques t e d by the Client. This formshall not be used as a basis for payment s under Lump- Sum contrac t s

B. Reimbursable Expenses

N° Type of Reimbursable Expenses Unit Unit Cost Quantity {Currency # 1- as in FIN-2}

{Currency # 2- as in FIN-2}

{Currency#3- as inFIN-2}

{LocalCurrency- as

in FIN-2}

1 {e.g., Per diem allowances**} {Day}

2 {e.g., International flights} {Ticket}

3 {e.g., In/out airport transportation} {Trip}

4{e.g., Communication costs between Insert place and Insert place}

5 { e.g., reproduction of reports}

6 {e.g., Office rent}

7 ....................................

8{Training of the Client’s personnel – ifrequired in TOR}

Total Costs

Section 5. Eligible Countries

In refere n c e to ITC6.3 . 2 , for the information of shortlis tedConsultan t s /other eligible Consultan t s , at the presen t time firms, goodsand services from the following count ries are excluded from thisselection:

Under the ITC 6.3.2 (a): ________________ [list count ry/coun t r ies followingapproval by the Bank to apply the rest riction or state “none”]

Under the ITC 6.3.2 (b): ________________ [list count ry/coun t r ie s orindicate “none”]

Section 6. Policy on Corrupt and Fraudulent Practices

(this Section 6 shall not be modified)

Guidel in e s for Sele c t i o n and Employ m e n t of Cons u l ta n t s und erIBRD Loans and IDA Credit s & Grant s by World Bank Borrow er s ,dated January 201 1:

“Fraud and Corrupt io n

1.23 Any action taken by a consultan t or any of its personnel , or itsagents , or its sub- consultan t s , sub- contrac to r s , services providers ,supplier s, and/or their employees , to influence the selection process orcontrac t execution for undue advantag e is imprope r .

(a) for the purposes of this provision, the terms are defined as follows:

(i) “corrup t practice” is the offering, giving, receiving, or soliciting,directly or indirec t ly, of anything of value to influence imprope r lythe actions of another par ty 1;

(ii) “fraudulen t practice” is any act or omission, includingmisrepr e s e n t a t ion , that knowingly or recklessly misleads , orattemp t s to mislead, a par ty to obtain financial or other benefit orto avoid an obligation 2;

(iii) “collusive practices” is an arrange m e n t between two or moreparties designed to achieve an imprope r purpose , including toinfluence imprope r ly the actions of anothe r par ty 3;

1 For the purpose of this sub- parag r ap h , “anothe r party” refers to a public official actingin relation to the selec tion process or contrac t execution. In this context “public official”includes World Bank staff and employees of other organizat ions taking or reviewingselection decisions.

2 For the purpose of this sub- parag r ap h , “party” refers to a public official; the terms“benefit” and “obligation” relate to the selection process or contrac t execution; and the“act or omission” is intended to influence the selection process or contrac t execution.

3 For the purpose of this sub- parag r ap h , “parties” refers to par ticipan t s in theprocure m e n t or selection process (including public officials) attemp ting eithe rthemselves , or through anothe r person or entity not participa ting in the procure m e n t orselection process , to simulate competi t ion or to establish prices at artificial, non-competi t ive levels, or are privy to each other’s bid prices or other conditions.

Section 6. Bank Policy – Corrup t and Fraudulen t Practices

(iv) “coercive practices” is impairing or harming, or threa t e ning toimpair or harm, direc tly or indirec tly, any party or the prope r ty ofthe party to influence imprope rly the actions of a par ty 4;

(v) “obst ruc t ive practice” is

(aa) deliber a t e ly dest roying, falsifying, altering, or concealing ofevidence mate rial to the investiga t ion or making falsestatem e n t s to investiga to r s in order to mate rially impede anyinvestigat ion into allegat ions of a corrup t , fraudulen t ,coercive, or collusive practice; and/or threa t e ning, harassing,or intimida ting any party to prevent it from disclosing itsknowledge of mat te r s relevant to the investiga t ion or frompursuing the investiga t ion, or

(bb) acts intended to mate rially impede the exercise of the Client’sinspec tion and audit rights;

(b) The Client will reject a proposal for award if it determines that theconsultan t recomm e n d e d for award or any of its personnel , or itsagents , or its sub- consultan t s , sub- contrac to r s , services providers ,supplier s, and/or their employees , has, directly or indirec t ly, engagedin corrup t , fraudulen t , collusive, coercive, or obstruc t ive practices incompeting for the contrac t in question;

4 For the purpose of this sub- parag r ap h , “party” refers to a participan t in the selec tionprocess or contrac t execution.

45 | P a g e

S e c t i o n 7 . Ter m s o f R ef er e n c e

Pr e p ar a t i o n o f Pr o p o s a l f or As s i s t i n g M u n i c i p a l Corp or a t i o n

Kari m n a g ar t o P ar t i c i p a t e i n t h e S m ar t Cit i e s Ch al l e n g e

7.1 Introdu c t i o n

The Minist ry of Urban Developme n t (MoUD) has rolled out Smar t City

Mission (SCM). The cities to be shortlis ted under Smar t City Mission

shall require to compete for funding in the City Challenge.

To participa t e in the SCM challenge cities will require to prepar e

Proposal for Smar t Cities Challenge. This prepa ra t ion of Proposal will

require services of consultan t s . To facilita te Cities / State Governm en t s to

prepa re Proposal , MoUD has shortlis ted consulting firms to assist States/

Union Territories through its World Bank assisted Capacity Building for

Urban Developme n t (CBUD) project in selec tion of the consulting firms

which can help the States / Cities to prepa r e Proposal. However , in

addition to the shortlis ted Consultan t s , other eligible Consultan t s can

also submit their bids.

7.2 Scop e of Work

The Consulting Firm will prepa r e and deliver a Proposal to the Urban

Local Bodies under the supervision of the State Governm e n t which will

include:

1. A City- wide Concep t Plan (a non- fully complete CDP), which will be

based on the old or revised, City Developme n t Plan (CDP). In case

the city does not have a CDP, the Agency will develop a City- wide

Concep t Plan (a non- fully complet e CDP). The City- wide Concept

Plan will include the Smar t City Vision and key challenges

identifica tion, situa tion analysis (physical, economic, social, legal

and insti tutional infras t ruc tu r e ) / As-is descrip t ion, review of

previous plans, interven tions and documen t s of all depa r t m e n t s

and agencies (e.g. City Sanita tion Plan, City Mobility Plan, Maste r

Plan) and an overall stra tegy focused on Smar t City

crite ria/objec tives/ t a r g e t s . Moreover , based on citizen

consulta t ions, the Concept Plan will also define the Smar t City and

clearly state the objectives based on the Mission documen t and

Guidelines.

2. The Smar t City Proposal (SCP) will consis t of Strat egic Action

Plans for Area Developme n t s based on the three typologies: (a)

area improveme n t (ret rofit t ing) (b) city renewal (redevelopm e n t )

and (c) city extension (greenfield) and one City- wide (Pan- city)

initiative that applies Smar t Solutions to the physical, economic,

social and insti tutional infras t ruc t u r e . Application of Smar t

Solutions will involve the use of technology, informat ion and data

to make infras t ruc t u r e and services bet te r and using smar t

technologies for the developme n t of the poor and marginalized will

be an impor tan t par t of the Proposal.

3. Prepa r e a Proposal to par ticipa te in ‘Challenge’ (competi tion)

according to the Smar t City Mission Statem e n t and Guidelines . The

proposal will contain retrofit ting or redevelopm e n t or greenfield

models and atleas t one Pan- city initiative. The focus will be on

transform a t ive project s with the highes t possible impact on (i)

economic growth in the city (e.g. number of new jobs create d , new

firms attr ac t e d , increase d produc tivity and business climate in the

formal as well as informal sectors , recognition of and incorpora t ing

urban vendors), and (ii) improving the quality of life of all,

especially the poor: (e.g. reduc tion in commuting time, suppor t of

non- motorized transpor t , improveme n t in air and wate r

quality/incre as e d coverage of water , solid waste manage m e n t ,

47

Foreword

stree t lighting, enhance d green public spaces , improved safety and

securi ty).

4. The Smar t City Proposal will include Financing plan for the

complete life cycle of the Proposal. This financial plan will identify

internal (taxes, rents, licenses and user charges) and external

(grants , assigned revenues , loans and borrowings) sources of

mobilizing funds for capital investme n t s and opera t ion and

mainten a nc e over the life cycle of project . Financial plan will

provide for sources for repaymen t of project cost over a period of

8-10 years, O&M cost and also include resource improveme n t

action plan for financial sustainability of ULB.

5. Converge nce of area plans with National and State level sectora l

financial plans, for example the National Urban Rejuvena t ion

Mission (NURM), Housing for All, Swachh Bhara t and Digital India.

6. The Proposal developme n t will be people- driven, from the

beginning, achieved through citizen consulta t ion meetings ,

including active participat ion of Residen ts Welfare Associations,

Tax Payers Associations, Senior Citizens, Chamber of Commerc e

and Indust ries , Slum Dwellers Associations and other groups.

During consulta t ions in addition to identifica tion of issues, needs

and priorities of citizens and groups of people, citizen- driven

solutions will also be genera t e d . The Governme n t of India platform

www.mygov.in may be appropria t ely used for all citizen

consulta t ions and engage m e n t s .

The Proposals will be developed in a period of 75 days as far as this

consultancy is concern ed .

7.3 Time Frame for the Assignmen t

The time for complet ing the Assignmen t would be 75 days.

6.4 Team Comp o s i t i o n

48 | P a g e

http://www.mygov.in/

At Reques t for Expression of Interes t (REOI) stage , panel of Key

Exper t s were also evaluat ed . The Key Experts to be propo s e d in

this ass ig n m e n t shall be from the pool of Key Perso n n e l

qualif i e d throu g h the REOI evaluat i o n . The Qualification

Requirem e n t of Key Exper t is indicated below:

S.No Posit io n Qualifi ca t i o n s&Skil ls

Experie n c e

1 Team Leadercum Urban

Manage m e n tspecialist

Postgra du a t e Degree in Urban Planning/ Urban Manage m e n t or equivalent

At least 12 yrs experiencein Urban Sector .

Experience of projectmanage m e n t , prepa ra t ionof CDPs/ Maste r plans/Stra tegic Plan/ CityBusiness Plans/ CityInvestm en t Plan/ VisionDocumen t s .

2 Infras t ruc t u r e/ Enginee ring

Specialist

Degree in Civil Enginee ring

At least 10 yrs experiencerelated assignme n t .

Experience in working incity level infras t ruc tu r eservices planningincluding infras t ruc t u r emaste r plan / DPRs /CDPs.

3 UrbanFinance

Specialist

Maste r’s Degree in Finance/ Economics/ Char te r e d Accountan t / Commerce / ICWA / Post Gradua te in Economics with specializa tion in Public Finance.

At least 10 years relevan texperience .

Experience of municipalfinance analysis, municipalbudge ting and accountingand financial projec tions .

Experience in FinancialModelling in UrbanInfras t ruc t u r e and PPPdesirable.

49

Foreword

S.No Posit io n Qualifi ca t i o n s&Skil ls

Experie n c e

4 E-Governanc eSpecialist

Degree in Information Technology/ Elect ronics Enginee ring or equivalent

At leas t 10 years’ relevan texperience

Experience in MIS forinstitu tional / Governanc elevel and integra t ion ofvarious user data

Experience in prepa r a t ionof technical require m e n t sdocumen t of the e-Servicesand solution toimplemen t ing the ITrelated infras t ruc t u r eservices /e- services ,networking infras t ruc t u r eetc.

Proven knowledge ofmodern Interne ttechnologies andexperience in softwaredevelopme n t projects/ GIS;

Working experience innetwork adminis t r a t ionand use ofhardwar e / softwa r e ,telecomm u nica t ionsfacilities,

Experience in databas esdevelopme n t ,progra m ming and webdesigning; Crowdsourcingon e and m – platforms

The Consulting Firm shall assess the require m e n t of other suppor t

professional required for carrying out the assignme n t as per Terms of

referenc e and indicate in the technical proposal. The broad requirem e n t

of suppor t professional will be (i) Urban Designer , (ii) Transpor t planne r ,

50 | P a g e

(iii) Economis t, (iv) Affordable Housing Exper t , (v) Environm en t

Scientis t/ Ecologis t and (vi) Communica t ion Specialist .

7.5 Output , Deliverabl e s , Paym e n t Terms

Th e follow ing ou tp u t s a re e xpect e d to be d elive r ed in s t a g e s in total

dura tion of assignment .

S.N

o

Deliverabl

es

Num b er of

copie s

Time Period

(Cumu l a t iv e )

from the date

of start of

Assig n m e n t

Payme n t

Sche d u l e

1 City- Wide

Concep t

Plan

3 Hard copies

with soft copy in

editable version

30 days 10% of the

contrac t price on

acceptanc e of

Plan by ULB/SPV

2 Draft Smar t

City

Proposal

3 Hard copies

with soft copy in

editable version

60 days 50% of the

contrac t price on

acceptanc e of

Plan by ULB/SPV

3 Final Smar t

City

Proposal

5 Hard copies

with soft copy in

editable version

75 days 40% of the

contrac t price on

acceptanc e of

Plan by ULB/SPV

and forwarding

to MoUD

7.6 Imple m e n t a t i o n Arrang e m e n t

51

Foreword

The Municipal Corpora t ion Karimnag a r shall sugges t , monitor and

review the progres s of the assignm e n t . The recomm e n d a t ions of

Municipal Corpora t ion Karimnag a r for payment as per contrac t shall be

forwarde d to Minist ry of Urban Developme n t through a confirmatory

mail or hard copy by Commissione r , Municipal Corpora t ion Karimnaga r .

Based on Commissione r recom m e n d a t ions , the paymen t shall be made to

Consulting Firm direc tly by Minist ry of Urban Developme n t under CBUD

Project.

52 | P a g e

Section 8. Conditions of Contract and Contract Forms

TIME -B ASED FORM OF CONTRACT

LUMP -S UM FORM OF CONTRACT

53

Foreword

S T A N D A R D F O R M O F C O N T R A C T

Consul t a n t’ sServic e s

Lump- Sum

54 | P a g e

Consultan t’s Services Lump- Based

Conte n t s

Prefac e 53

I.Form of Contrac t 55

II.Gen era l Condit io n s of Contrac t 59

A. General Provis io n s 59

1.Definitions 592.Relationship Between the Parties 603.Law Governing Contrac t 614.Langua g e 615.Headings 616.Communica t ions 617.Location 618.Authori ty of Member in Charge 619.Authorized Represen t a t ives 6110.Corrup t and Fraudulen t Practices 61

B. Com m e n c e m e n t , Compl e t i o n , Modif ica t i o n and Termin a t i o nof Contrac t 62

11.Effectiveness of Contrac t 6212.Termina tion of Contrac t for Failure to Become Effective 6213.Comm e nc e m e n t of Services 6214.Expira t ion of Contrac t 6215.Entire Agreeme n t 6216.Modifica tions or Variations 6217.Force Majeure 6218.Suspe nsion 6419.Termina tion 64

C. Obliga t i o n s of the Cons ul ta n t 66

20.Gene ral 6621.Conflict of Intere s t s 6722.Confiden tiali ty 6823.Liability of the Consultan t 6824.Insuranc e to be Taken out by the Consultan t 6825.Accounting, Inspec tion and Auditing 6826.Repor t ing Obligations 6927.Proprie t a ry Rights of the Client in Report s and Records 6928. Equipmen t , Vehicles and Materials 69

D. Cons u l ta n t’ s Expert s and Sub- Consul ta n t s 70

29.Descrip t ion of Key Exper t s 70

55 | P a g e


30.Replace m e n t of Key Expert s 7031.Removal of Exper t s or Sub- consultan t s 70

E. Obliga t i o n s of the Client 71

32.Assis tance and Exemptions 7133.Access to Project Site 7134. Change in the Applicable Law Related to Taxes and Duties 7235.Services , Facilities and Proper ty of the Client 7236.Counte rp a r t Personnel 7237.Payme n t Obligation 72

F. Payme n t s to the Consul ta n t 72

38.Cont r ac t Price 7239.Taxes and Duties 7340.Cur re ncy of Payment 7341.Mode of Billing and Payment 7342.Inte r e s t on Delayed Payment s 74

G. Fairn e s s and Good Faith 74

43.Good Faith 74

H. Sett l e m e n t of Dispu t e s 74

44. Amicable Settleme n t 7445.Dispu te Resolution 74

Attach m e n t 1: Policy on Corrupt and Fraud ul e n t Pract i c e s 75

III.Sp e c i a l Condit io n s of Contrac t 79

IV.Appe n d i c e s 89

Appendix A – Terms of Referenc e 89

Appendix B - Key Exper t s 89

Appendix C – Breakdow n of Contrac t Price 89

Appendix D - Form of Advance Payment s Guaran t e e Error! Book m a r k not defin e d .

56 | P a g e


Preface

1. The standard Contract form consists of four parts: the Form of Contractto be signed by the Client and the Consultan t , the General Conditions ofContract (GCC), including Attachment 1 (Policy on Corrupt andFraudulent Practices); the Special Conditions of Contract (SCC); and theAppendices.

2. The General Conditions of Contract, including Attachment 1, shall not bemodified. The Special Conditions of Contract that contain clausesspecific to each Contract intend to supplement, but not over- write orotherwise contradict, the General Conditions.

57 | P a g e


CONTRACT FOR CONSULTANT ’S S ERVICES

Lump- Sum

Projec t Nam e Capaci ty Build in g for Urban Develop m e n t Credit #: 4997-IN

Contrac t No. CBUD/TS/3/ Municipal Corpora t ion Karimnaga r

betw e e n

Municipal Corpora t ion Karimnag a r Na m e of the Clien t ]

and

[Na m e of the Cons u l t a n t ]

Dated:

58 | P a g e

I. Form of Contract Lump- Sum

I. Form of Contract

LUMP -S UM

(Text in bracke ts [ ] is optional; all notes should be deleted in the finaltext)

This CONTRACT (hereinaf te r called the “Contrac t”) is made the[number] day of the month of [month] , [year] , between, on the one hand,Municipal Corpora t ion Karimnag a r on behalf of Ministry of UrbanDevelopm e n t , Govern m e n t of India, Nirman Bhawan, Maulana AzadRoad, New Delhi (hereinafte r called the “Client”) and, on the other hand,[name of Consultant ] (hereinaf te r called the “Consultan t”).

[If the Consultan t consis t of more than one entity, the above should bepartially amende d to read as follows: “…(hereinaf te r called the “Client”)and, on the other hand, a Joint Venture (name of the JV) consisting of thefollowing entities, each member of which will be jointly and severallyliable to the Client for all the Consultan t’s obligations under thisContrac t , namely, [name of mem b er ] and [name of mem b er ] (hereinaf te rcalled the “Consultan t”).]

WHEREAS

(a) the Client has reques t ed the Consultan t to provide cer tainconsulting services as defined in this Contrac t (hereinafte r calledthe “Services”);

(b) the Consultan t , having repres e n t e d to the Client that it has therequired professional skills, exper t ise and technical resourc es ,has agreed to provide the Services on the terms and conditionsset forth in this Contrac t ;

NOW THEREFORE the parties here to hereby agree as follows:

1. The following docume n t s attached here to shall be deeme d to forman integra l par t of this Contrac t :

(a) The General Conditions of Contrac t (including Attachme n t 1“Policy on Corrup t and Fraudulen t Practices);

59 | P a g e


(b) The Special Conditions of Contrac t ;(c) Appendices:

Appendix A: Terms ofReferenc eAppendix B: KeyExper t sAppendix C:

Breakdown of Contrac t PriceAppendix D: Form ofAdvance Payments Guaran t e e

In the event of any inconsis tency between the documen t s , thefollowing order of precede nc e shall prevail: the Special Conditionsof Contrac t ; the General Conditions of Contrac t , includingAttachm e n t 1; Appendix A; Appendix B; Appendix C; Appendix D.Any reference to this Contrac t shall include, where the contextpermits , a reference to its Appendices .

2. The mutual rights and obligations of the Client and the Consultan tshall be as set forth in the Contrac t , in par ticula r :

(a) the Consultan t shall carry out the Services in accordanc ewith the provisions of the Contrac t ; and

(b) the Client shall make paymen ts to the Consultan t inaccordanc e with the provisions of the Contrac t .

IN WITNESS WHEREOF, the Parties here to have caused this Contrac t tobe signed in their respec t ive names as of the day and year first abovewritten.

For and on behalf of Municipal Corporation Karimnagar

Com missioner

[Authorized Repres en ta t ive]

For and on behalf of [Name of Consultan t or Name of a Joint Venture ]

[Authorized Represen ta t ive of the Consultan t – name and signature]

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[For a joint venture , either all me m b ers shall sign or only the lead mem b er , in which case the power of attorney to sign on behalf of all mem b er s shall be attached.

For and on behalf of each of the membe rs of the Consultan t [insert the Name of the Joint Venture]

[Name of the lead mem b er]

[Authorized Represen ta t ive on behalf of a Joint Venture]

[add signature blocks for each me m b er if all are signing]

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II. Genera l Conditions of Contrac t Lump- Sum

II. General Conditions of Contract

A. GENERAL PROVISIONS

1. Defini t i o n s 1.1. Unless the context otherwise requires , thefollowing terms wheneve r used in this Contrac t havethe following meanings:

(a) “Applicable Guidelines” means Guidelines forSelection and Employmen t of Consultan t s underIBRD Loans and IDA Credits & Grants by WorldBank Borrower s , dated January 2011.

(b) “Applicable Law” means the laws and any otherinstrum e n t s having the force of law in the Client’scount ry, or in such other count ry as may bespecified in the Spec ia l Condit io n s of Contrac t(SCC) , as they may be issued and in force fromtime to time.

(c) “Bank” means the Interna t ional Bank forRecons t ruc t ion and Developme n t (IBRD) or theInterna t ional Developmen t Association (IDA).

(d) “Borrower” means the Governm e n t , Governme n tagency or other entity that signs the financingagree m e n t with the Bank.

(e) “Client” means the implemen t ing agency thatsigns the Contrac t for the Services with theSelected Consultan t .

(f) “Consultan t” means a legally- establishedprofessional consulting firm or entity selected bythe Client to provide the Services under thesigned Contrac t .

(g) “Contrac t” means the legally binding writtenagree m e n t signed between the Client and theConsultan t and which includes all the attache ddocumen t s listed in its parag ra p h 1 of the Form ofContrac t (the General Conditions (GCC), the

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Special Conditions (SCC), and the Appendices).

(h) “Day” means a working day unless indicatedotherwise .

(i) “Effective Date” means the date on which thisContrac t comes into force and effect pursuan t toClause GCC 11.

(j) “Exper t s” means, collectively, Key Exper t s , Non-Key Expert s , or any other personnel of theConsultan t , Sub- consultan t or JV membe r(s)assigned by the Consultan t to perform theServices or any part thereof under the Contrac t .

(k) “Foreign Currency” means any currency otherthan the currency of the Client’s count ry.

(l) “GCC” means these General Conditions ofContrac t .

(m) “Governm e n t” means the governm e n t of theClient’s count ry.

(n) “Joint Venture (JV)” means an associa t ionwith orwithout a legal personali ty distinct from that of itsmember s , of more than one entity where onemember has the authori ty to conduc t allbusinesse s for and on behalf of any and all themember s of the JV, and where the member s of theJV are jointly and severally liable to the Client forthe performa nc e of the Contrac t .

(o) “Key Exper t(s)” means an individual professionalwhose skills, qualifications, knowledge andexperience are critical to the performa nc e of theServices under the Contrac t and whose CurriculaVitae (CV) was taken into accoun t in the technicalevalua tion of the Consultan t’s proposal.

(p) “Local Currency” means the currency of theClient’s count ry.

(q) “Non- Key Exper t(s)” means an individualprofessional provided by the Consultan t or itsSub- consultan t to perform the Services or anypart thereof under the Contrac t .

(r) “Party” means the Client or the Consultan t , as the

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case may be, and “Parties” means both of them.

(s) “SCC” means the Special Conditions of Contrac tby which the GCC may be amende d orsuppleme n t e d but not over- written.

(t) “Services” means the work to be perform ed by theConsultan t pursuan t to this Contrac t , asdescribed in Appendix A here to.

(u) “Sub- consultan t s” means an entity to whom/whichthe Consultan t subcont r ac t s any part of theServices while remaining solely liable for theexecution of the Contrac t .

(v) “Third Party” means any person or entity otherthan the Governm en t , the Client, the Consultan tor a Sub- consultan t .

2. Relatio n s h i p betw e e n the Partie s

2.1. Nothing contained herein shall be const rued asestablishing a relationship of maste r and servant or ofprincipal and agent as betwee n the Client and theConsultan t . The Consultan t , subject to this Contrac t ,has complet e charge of the Exper t s and Sub-consultan t s , if any, performing the Services and shallbe fully responsible for the Services performe d bythem or on their behalf hereund e r .

3. Law Governin g Contrac t

3.1. This Contrac t , its meaning and interp r e t a t ion,and the relation between the Parties shall be governedby the Applicable Law.

4. Langu a g e 4.1. This Contrac t has been executed in the languagespecified in the SCC , which shall be the binding andcontrolling language for all mat te r s relating to themeaning or interp r e t a t ion of this Contrac t .

5. Headin g s 5.1. The headings shall not limit, alter or affect themeaning of this Contrac t .

6. Com m u n i c a t ions

6.1. Any communica t ion required or permit ted to begiven or made pursuan t to this Contrac t shall be inwriting in the language specified in Clause GCC 4.Any such notice, reques t or consen t shall be deemedto have been given or made when delivered in personto an authorized repres e n t a t ive of the Party to whomthe communica t ion is address ed , or when sent to suchParty at the address specified in the SCC .

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6.2. A Party may change its address for noticehereund e r by giving the other Party anycommunica t ion of such change to the addressspecified in the SCC .

7. Locat io n 7.1. The Services shall be perform ed at suchlocations as are specified in Appen dix A here to and,where the location of a par ticula r task is not sospecified, at such locations, whethe r in theGovernm e n t’s count ry or elsewher e , as the Client mayapprove.

8. Authori ty of Mem b e r in Charg e

8.1. In case the Consultan t is a Joint Venture, themember s hereby authorize the member specified inthe SCC to act on their behalf in exercising all theConsultan t’s rights and obligations towards the Clientunder this Contrac t , including without limita tion thereceiving of instruc tions and payment s from theClient.

9. Authoriz e d Repre s e n t a t ives

9.1. Any action required or permit ted to be taken,and any documen t required or permit t ed to beexecuted under this Contrac t by the Client or theConsultan t may be taken or executed by the officialsspecified in the SCC.

10. Corrupt and Fraud ul e n t Pract i c e s

1.1. Compliance with the policy in regard to corrup tand fraudulen t practices as set forth in Attach m e n t1 to the GCC is essential .

a.

Com mi s s ions and Fees

1.2. The Client requires the Consultan t to discloseany commissions , gratui ties or fees that may havebeen paid or are to be paid to agents or any otherparty with respec t to the selection process or execu -tion of the Contrac t . The information disclosed mustinclude at leas t the name and address of the agent orother par ty, the amount and currency, and the pur -pose of the commission, gratui ty or fee. Failure to dis -close such commissions, gra tui ties or fees may resultin termina tion of the Contrac t by the Client.

B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT

11. Effect ive n e 11.1. This Contrac t shall come into force and effect on

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ss of Contrac t the date (the “Effective Date”) of the Client’s notice tothe Consultan t instruc t ing the Consultan t to begincarrying out the Services. This notice shall confirmthat the effectiveness conditions , if any, listed in theSCC have been met.

12. Termin a t i on of Contrac t for Failure to Beco m e Effect ive

1.1. If this Contrac t has not become effective withinsuch time period after the date of Contrac t signatu r eas specified in the SCC , either Party may, by not lessthan twenty two (22) days written notice to the otherParty, declare this Contrac t to be null and void, and inthe event of such a declara t ion by either Party,neither Party shall have any claim against the otherParty with respec t here to.

13. Com m e n c ement of Servic e s

1.1. The Consultan t shall confirm availability of KeyExper ts and begin carrying out the Services not laterthan the number of days after the Effective Datespecified in the SCC .

14. Expiratio n of Contrac t

1.1. Unless termina te d earlier pursuan t to ClauseGCC 19 hereof, this Contrac t shall expire at the endof such time period after the Effective Date asspecified in the SCC .

15. Entire Agree m e n t

1.1. This Contrac t contains all covenan t s , stipula tionsand provisions agreed by the Parties. No agent orrepres e n t a t ive of either Party has authori ty to make,and the Parties shall not be bound by or be liable for,any statem e n t , repre se n t a t ion, promise or agreem e n tnot set forth herein.

16. Modif ica t i ons or Variation s

1.1. Any modifica tion or variation of the terms andconditions of this Contrac t , including anymodification or variation of the scope of the Services,may only be made by written agree m e n t between theParties. However , each Party shall give dueconsidera t ion to any proposals for modification orvariation made by the other Party.

.17. Force

Majeur e

a. Defini t i o n 1.1. For the purposes of this Contrac t , “ForceMajeure” means an event which is beyond thereasona ble control of a Party, is not foreseea ble, is

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unavoidable , and makes a Party’s performa nc e of itsobligations hereund e r impossible or so imprac t ical asreasona bly to be conside red impossible under thecircumst a nc e s , and subject to those require m e n t s ,includes , but is not limited to, war, riots, civildisorde r , ear thqu ake , fire, explosion, storm, flood orother adverse weathe r conditions, strikes, lockouts orother indus t rial action confisca tion or any otheraction by Governme n t agencies .

1.2. Force Majeure shall not include (i) any eventwhich is caused by the negligence or intentionalaction of a Party or such Party’s Exper t s , Sub-consultan t s or agents or employees , nor (ii) any eventwhich a diligent Party could reasona bly have beenexpected to both take into accoun t at the time of theconclusion of this Contrac t , and avoid or overcome inthe carrying out of its obligations hereund e r .

1.3. Force Majeure shall not include insufficiency offunds or failure to make any payment requiredhereund e r .

b. No Breac h ofContrac t

1.4. The failure of a Party to fulfill any of itsobligations hereund e r shall not be considere d to be abreach of, or default under , this Contrac t insofar assuch inability arises from an event of Force Majeure ,provided that the Party affected by such an event hastaken all reasonable precau tions , due care andreasona ble alterna t ive measu re s , all with theobjective of carrying out the terms and conditions ofthis Contrac t .

c. Measure s to be Taken

1.5. A Party affected by an event of Force Majeureshall continue to perform its obligations under theContrac t as far as is reasonably practical, and shalltake all reasonable measur e s to minimize theconseque n c e s of any event of Force Majeure .

1.6. A Party affected by an event of Force Majeureshall notify the other Party of such event as soon aspossible, and in any case not later than fourteen (14)calenda r days following the occurr enc e of such event,providing evidence of the natur e and cause of suchevent, and shall similarly give written notice of therestora t ion of normal conditions as soon as possible.

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1.7. Any period within which a Party shall, pursuan tto this Contrac t , complete any action or task, shall beextende d for a period equal to the time during whichsuch Party was unable to perform such action as aresult of Force Majeure .

1.8. During the period of their inability to perform theServices as a resul t of an event of Force Majeure , theConsultan t , upon instruc t ions by the Client, shalleither :

(a) demobilize, in which case the Consultan t shallbe reimbur s e d for additional costs theyreasona bly and necessa r ily incurr ed , and, ifrequired by the Client, in reactiva ting theServices; or

(b) continue with the Services to the extentreasona bly possible, in which case theConsultan t shall continue to be paid under theterms of this Contrac t and be reimbur s e d foradditional costs reasona bly and necessa r ilyincurr ed .

1.9. In the case of disagre e m e n t betwee n the Partiesas to the existence or extent of Force Majeure , thematte r shall be settled according to Clauses GCC44& 45.

18. Susp e n s i o n 18.1. The Client may, by written notice of sus -pension to the Consultan t , suspend all pay -ments to the Consultan t hereund e r if the Con -sultant fails to perform any of its obligationsunder this Contrac t , including the carrying outof the Services , provided that such notice ofsuspension (i) shall specify the natur e of thefailure, and (ii) shall reques t the Consultan t toremedy such failure within a period not exceed -ing thirty (30) calenda r days after receip t bythe Consultan t of such notice of suspension.

19. Termin a t i on

19.1. This Contrac t may be termina te d by either Partyas per provisions set up below:

a. By the Client

19.1.1. The Client may termina t e this Contrac t in case of the occur re nc e of any of the events specified in paragr a p h s (a) through (f) of this

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Clause. In such an occurr enc e the Client shall give at least thirty (30) calenda r days’ written notice of termina t ion to the Consultan t in case of the events refer r ed to in (a) through (d); at least sixty (60) calenda r days’ writ ten notice in case of the event refer red to in (e); and at leas t five (5) calenda r days’ written notice in case of the event refer re d to in (f):

(a) If the Consultan t fails to remedy a failure inthe perform anc e of its obligations hereund e r ,as specified in a notice of suspensionpursuan t to Clause GCC 18;

(b) If the Consultan t becomes (or, if theConsultan t consists of more than one entity,if any of its membe r s becomes) insolvent orbankrup t or enter into any agree m e n t s withtheir creditors for relief of debt or takeadvanta g e of any law for the benefit ofdebtors or go into liquidation or receivers hipwhethe r compulsory or volunta ry;

(c) If the Consultan t fails to comply with anyfinal decision reache d as a resul t ofarbit r a t ion proceedings pursuan t to ClauseGCC 45.1;

(d) If, as the resul t of Force Majeure , theConsultan t is unable to perform a mate rialportion of the Services for a period of notless than sixty (60) calenda r days;

(e) If the Client, in its sole discre t ion and for anyreason whatsoeve r , decides to termina te thisContrac t ;

(f) If the Consultan t fails to confirm availabilityof Key Exper t s as required in Clause GCC 13.

19.1.2. Furthe r m o r e , if the Client dete rmine s thatthe Consultan t has engaged in corrup t ,fraudulen t , collusive, coercive or obstruc t ivepractices , in competing for or in executing theContrac t , then the Client may, after givingfourteen (14) calenda r days written notice to theConsultan t , termina t e the Consultan t ' s

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employmen t under the Contrac t .

b. By the Cons ul ta nt

19.1.3. The Consultan t may termina te thisContrac t , by not less than thirty (30) calenda rdays’ written notice to the Client, in case of theoccurre nc e of any of the events specified inparag ra p h s (a) through (d) of this Clause.

(a) If the Client fails to pay any money due to theConsultan t pursuan t to this Contrac t and notsubject to dispute pursuan t to Clause GCC45.1 within forty- five (45) calenda r days afterreceiving written notice from the Consultan tthat such payment is overdue.

(b) If, as the resul t of Force Majeure , theConsultan t is unable to perform a mate rialportion of the Services for a period of not lessthan sixty (60) calenda r days.

(c) If the Client fails to comply with any finaldecision reached as a resul t of arbit r a t ionpursuan t to Clause GCC 45.1.

(d) If the Client is in mate rial breach of itsobligations pursuan t to this Contrac t and hasnot remedied the same within forty- five (45)days (or such longer period as the Consultan tmay have subsequ e n t ly approved in writing)following the receip t by the Client of theConsultan t’s notice specifying such breach.

c. Cessa t i o nof Right s and Obligat i ons

19.1.4. Upon termina t ion of this Contrac tpursuan t to Clauses GCC 12 or GCC 19 hereof, orupon expira t ion of this Contrac t pursua n t toClause GCC 14, all rights and obligations of theParties hereund e r shall cease, except (i) suchrights and obligations as may have accrued onthe date of termina tion or expira tion, (ii) theobligation of confidentiali ty set forth in ClauseGCC 22, (iii) the Consultan t’s obligation to permitinspection, copying and auditing of their account sand records set forth in Clause GCC 25, and (iv)any right which a Party may have under theApplicable Law.

d. Cessa t i o nof

19.1.5. Upon termina t ion of this Contrac t bynotice of either Party to the other pursuan t to

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Servic e s Clauses GCC 19a or GCC 19b, the Consultan tshall, immedia t ely upon dispa tch or receipt ofsuch notice, take all necessa ry steps to bring theServices to a close in a prompt and orderlymanne r and shall make every reasonable effort tokeep expenditu r e s for this purpose to a minimum.With respec t to docume n t s prepa re d by theConsultan t and equipme n t and mate r ialsfurnished by the Client, the Consultan t shallproceed as provided, respec t ively, by ClausesGCC 27 or GCC 28.

e. Payme n t upon Termin a t ion

19.1.6. Upon termina t ion of this Contrac t , theClient shall make the following payment s to theConsultan t :

(a) payment for Services satisfac to rily performe dprior to the effective date of termina tion; and

(b) in the case of termina tion pursuan t toparag ra p h s (d) and (e) of Clause GCC19.1.1,reimbur s e m e n t of any reasona ble costincidental to the prompt and orderlytermina tion of this Contrac t , including thecost of the retu rn travel of the Exper t s .

C. OBLIGATIONS OF THE CONSULTANT

20. General

a. Stand ard of Perfor m a nce

20.1 The Consultan t shall perform the Services andcarry out the Services with all due diligence , efficiencyand economy, in accordanc e with genera lly acceptedprofessional standa r ds and practices , and shallobserve sound manage m e n t practices , and employappropria t e technology and safe and effectiveequipme n t , machine ry, mate rials and methods. TheConsultan t shall always act, in respec t of any matte rrelating to this Contrac t or to the Services, as afaithful adviser to the Client, and shall at all timessuppor t and safegua rd the Client’s legitimate intere s t sin any dealings with the third par ties.

20.2. The Consultan t shall employ and provide suchqualified and experience d Exper t s and Sub-consultan t s as are required to carry out the Services.

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20.3. The Consultan t may subcon t r ac t par t of theServices to an extent and with such Key Exper t s andSub- consultan t s as may be approved in advance by theClient. Notwiths t a n ding such approval, the Consultan tshall retain full responsibili ty for the Services .

b. Law Applicab l eto Service s

20.4. The Consultan t shall perform the Services inaccorda nce with the Contrac t and the Applicable Lawand shall take all practicable steps to ensure that anyof its Exper t s and Sub- consultan t s , comply with theApplicable Law.

20.5. Throughou t the execution of the Contrac t , theConsultan t shall comply with the import of goods andservices prohibi tions in the Client’s count ry when

(a) as a matte r of law or official regula tions, theBorrower’s count ry prohibi ts commerci alrelations with that count ry; or

(b) by an act of compliance with a decision of theUnited Nations Securi ty Council taken underChapte r VII of the Char te r of the UnitedNations, the Borrower’s Country prohibitsany import of goods from that country or anypayment s to any count ry, person, or entity inthat count ry.

20.6. The Client shall notify the Consultan t in writingof relevant local customs, and the Consultan t shall,after such notification, respec t such customs.

21. Confl ic t of Intere s t s

21.1. The Consultan t shall hold the Client’s intere s t sparamoun t , without any considera t ion for future work,and strictly avoid conflict with other assignme n t s ortheir own corpora t e interes t s .

a. Cons ul ta n tNot to Ben e f i t from Commis s ions, Discounts , etc.

21.1.1 The payment of the Consultan t pursuan t toGCC F (Clauses GCC 38 through 42) shallconsti tu te the Consultan t’s only payment inconnection with this Contrac t and, subject toClause GCC 21.1.3, the Consultan t shall notaccept for its own benefit any trade commission,discoun t or similar paymen t in connection withactivities pursuan t to this Contrac t or in thedischarge of its obligations hereund e r , and theConsultan t shall use its best efforts to ensure thatany Sub- consultan t s , as well as the Exper t s and

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agents of either of them, similarly shall notreceive any such additional paymen t .

21.1.2 Furthe r m o r e , if the Consultan t , as par t ofthe Services, has the responsibility of advising theClient on the procure m e n t of goods, works orservices, the Consultan t shall comply with theApplicable Guidelines , and shall at all timesexercise such responsibility in the best intere s t ofthe Client. Any discounts or commissions obtainedby the Consultan t in the exercise of suchprocure m e n t responsibili ty shall be for theaccount of the Client.

b. Consultantand Affiliates Not to Engage in Certain Activities

21.1.3 The Consultan t agrees that, during theterm of this Contrac t and after its termina tion, theConsultan t and any entity affiliated with theConsultan t , as well as any Sub- consultan t s andany entity affiliated with such Sub- consultan t s ,shall be disqualified from providing goods, worksor non- consulting services resul ting from ordirec tly related to the Consultan t’s Services forthe prepa r a t ion or implemen ta t ion of the project ,unless otherwise indicated in the SCC .

c. Prohibit ionof Conflict in gActivities

21.1.4 The Consultan t shall not engage, and shallcause its Exper t s as well as its Sub- consultan t s not to engage , either direc tly or indirec tly, in any business or professional activities that would conflict with the activities assigned to them under this Contrac t .

d. Strict Dutyto Disclos eConflict in gActivities

21.1.5 The Consultan t has an obligation and shallensure that its Exper t s and Sub- consultan t s shall have an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the best interes t of their Client, or that may reasonably be perceived as having this effect. Failure to disclose said situations may lead to the disqualification of the Consultan t or the termina tion of its Contrac t .

22. Confid e n t i a lity

22.1 Except with the prior written consen t of the Client, the Consultan t and the Exper t s shall not at anytime communica t e to any person or entity any confiden tial informat ion acquired in the course of the Services, nor shall the Consultan t and the Exper t s

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make public the recomm e n d a t ions formula ted in the course of, or as a resul t of, the Services.

23. Liabili ty of the Cons ul ta n t

23.1 Subject to additional provisions, if any, set forthin the SCC , the Consultan t’s liability under thisContract shall be provided by the Applicable Law.

24. Insura n c e to be Taken out by the Cons ul ta n t

24.1 The Consultan t (i) shall take out and maintain,and shall cause any Sub- consultan t s to take out andmaintain, at its (or the Sub- consultan t s’, as the casemay be) own cost but on terms and conditionsapproved by the Client, insuranc e agains t the risks,and for the coverage specified in the SCC, and (ii) atthe Client’s reques t , shall provide evidence to theClient showing that such insuranc e has been taken outand maintained and that the curren t premiumstherefore have been paid. The Consultan t shall ensurethat such insurance is in place prior to commencingthe Services as stated in Clause GCC 13.

25. Accou n t i n g ,Insp e c t i o n andAudit in g

25.1 The Consultan t shall keep, and shall make allreasona ble efforts to cause its Sub- consultan t s tokeep, accura t e and systema t ic accoun ts and recordsin respec t of the Services and in such form and detailas will clearly identify relevant time changes andcosts.

25.2 The Consultan t shall permit and shall cause itsSub- consultan t s to permit , the Client and/or personsappointed by the Client to inspect the Site and/or allaccount s and records relating to the performa nc e ofthe Contrac t and the submission of the Proposal toprovide the Services, and to have such accoun ts andrecords audited by auditors appointed by the Client ifreques t ed by the Client. The Consultan t’s atten t ion isdrawn to Clause GCC 10 which provides, inter alia,that acts intended to mate rially impede the exerciseof the Client’s inspec tion and audit rights provided forunder this Clause GCC25.2 consti tu te a prohibi tedpractice subject to contrac t termina tion (as well as toa determina t ion of ineligibility under the Client’sprevailing sanctions procedu r e s .)

26. Report in g Obligat i o n s

26.1 The Consultan t shall submit to the Client therepor t s and documen t s specified in Appen dix A, inthe form, in the number s and within the time periods

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set forth in the said Appendix.

27. Proprie tary Right s of the Client in Report s and Record s

27.1 Unless otherwise indicated in the SCC , allrepor t s and relevant data and informa tion such asmaps, diagra m s, plans, databas e s , other documen t sand software , suppor t ing records or mate rial compiledor prepa re d by the Consultan t for the Client in thecourse of the Services shall be confidential andbecome and remain the absolute proper ty of theClient. The Consultan t shall, not later than upontermina tion or expira tion of this Contrac t , deliver allsuch documen t s to the Client, togethe r with a detailedinvento ry thereof. The Consultan t may retain a copy ofsuch documen t s , data and/or software but shall notuse the same for purposes unrela t ed to this Contrac twithout prior written approval of the Client.

27.2 If license agreeme n t s are necessa ry orappropria t e between the Consultan t and third partiesfor purposes of development of the plans, drawings,specifications, designs, databases , other document sand software, the Consultan t shall obtain the Client’sprior written approval to such agreem en t s , and theClient shall be entitled at its discre tion to requirerecovering the expenses related to the developmen t ofthe program(s) concerned. Other rest rictions aboutthe future use of these documen t s and software , if any,shall be specified in the SCC .

28. Equip m e n t , Vehic l e s and Materia l s

28.1 Equipmen t , vehicles and mate rials madeavailable to the Consultan t by the Client, or purchas e dby the Consultan t wholly or par tly with funds providedby the Client, shall be the proper ty of the Client andshall be marked accordingly. Upon termina tion orexpira t ion of this Contrac t , the Consultan t shall makeavailable to the Client an inventory of such equipmen t ,vehicles and mate r ials and shall dispose of suchequipme n t , vehicles and mate r ials in accorda nce withthe Client’s instruc t ions . While in possession of suchequipme n t , vehicles and mate r ials , the Consultan t ,unless otherwise instruc t ed by the Client in writing,shall insure them at the expense of the Client in anamount equal to their full replacem e n t value.

28.2 Any equipment or materials brought by theConsultant or its Experts into the Client’s country forthe use either for the project or personal use shall

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remain the proper ty of the Consultan t or the Expertsconcerned, as applicable.

D. CONSULTANT’S EXPERTS AND SUB-CONSULTANTS

29. Descript i o n of Key Expert s

29.1 The title, agreed job descrip tion, minimumqualification and estimated period of engage m e n t tocarry out the Services of each of the Consultan t’s KeyExper ts are described in Appen dix B.

30. Replac e m e nt of Key Expert s

30.1 Except as the Client may otherwise agree inwriting, no changes shall be made in the Key Exper ts .

30.2 Notwiths t a nding the above, the substi tu tion ofKey Exper t s during Contrac t execution may beconsidere d only based on the Consultan t’s writ tenreques t and due to circumst a nc e s outside thereasona ble control of the Consultan t , including butnot limited to death or medical incapacity. In suchcase, the Consultan t shall forthwith provide as areplace m e n t , a person of equivalen t or bet te rqualifications and experience , and at the same rate ofremune r a t ion .

31. Removal of Expert s or Sub-con s u l t a n t s

31.1 If the Client finds that any of the Exper t s orSub- consultan t has commit ted serious misconduc t orhas been charged with having commit ted a criminalaction, or shall the Client determine that Consultan t’sExper t of Sub- consultan t have engaged in corrup t ,fraudulen t , collusive, coercive or obstruc t ive practicewhile performing the Services, the Consultan t shall,at the Client’s written reques t , provide areplace m e n t .

31.2 In the event that any of Key Experts, Non- KeyExperts or Sub- consultan t s is found by the Client to beincompeten t or incapable in discharging assignedduties, the Client, specifying the grounds therefore,may request the Consultan t to provide a replacem en t .

31.3 Any replace m e n t of the removed Exper ts orSub- consultan t s shall possess bette r qualifications andexperience and shall be acceptable to the Client.

31.4 The Consultan t shall bear all costs arising out ofor inciden tal to any removal and/or replacem e n t of

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such Exper t s .

E. OBLIGATIONS OF THE CLIENT

32. Assis ta n c e and Exemp t i o n s

32.1 Unless otherwise specified in the SCC , theClient shall use its best efforts to:

(a) Assist the Consultan t with obtaining work permit sand such other documen t s as shall be necessa ryto enable the Consultan t to perform the Services.

(b) Assist the Consultan t with promptly obtaining, forthe Exper t s and, if appropria t e , their eligibledepende n t s , all necessa ry entry and exit visas,residence permits, exchange permit s and anyother documen t s required for their stay in theClient’s count ry while carrying out the Servicesunder the Contrac t .

(c) Facilita te prompt clearanc e through customs ofany proper ty required for the Services and of thepersonal effects of the Exper ts and their eligibledepende n t s .

(c) Issue to officials, agents and repres e n t a t ives ofthe Governm e n t all such instruc tions andinformation as may be necessa ry or appropria t efor the prompt and effective implemen t a t ion ofthe Services.

(d) Assist the Consultan t and the Exper ts and anySub- consultan t s employed by the Consultan t forthe Services with obtaining exemption from anyrequire m e n t to registe r or obtain any permit topractice their profession or to establishthemselves either individually or as a corpora t eentity in the Client’s count ry according to theapplicable law in the Client’s count ry.

(e) Assist the Consultan t , any Sub- consultan t s andthe Exper t s of either of them with obtaining theprivilege, pursuan t to the applicable law in theClient’s count ry, of bringing into the Client’scount ry reasonable amount s of foreign currencyfor the purposes of the Services or for thepersonal use of the Exper t s and of withdra wingany such amount s as may be earned therein by

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the Exper t s in the execution of the Services.

(f) Provide to the Consultan t any such otherassistanc e as may be specified in the SCC .

33. Acces s to Projec t Site

33.1 The Client warran ts that the Consultan t shallhave, free of charge , unimpede d access to the projectsite in respec t of which access is required for theperforma nc e of the Services. The Client will beresponsible for any damage to the project site or anyproper ty thereon resulting from such access and willindemnify the Consultan t and each of the exper t s inrespect of liability for any such damage , unless suchdamage is caused by the willful default or negligenceof the Consultan t or any Sub- consultan t s or theExper ts of either of them.

34. Chan g e in the Applicabl e Law Related toTaxes and Duti e s

34.1 If, after the date of this Contrac t , there is anychange in the applicable law in the Client’s count rywith respec t to taxes and duties which increases ordecreas e s the cost incurre d by the Consultan t inperforming the Services , then the remune r a t ion andreimbur s a ble expenses otherwise payable to theConsultan t under this Contrac t shall be increase d ordecreas e d accordingly by agree m e n t betwee n theParties here to, and corresponding adjustme n t s shallbe made to the Contrac t price amount specified inClause GCC 38.1

35. Servic e s , Facil i t i e s and Property of theClient

35.1 The Client shall make available to theConsultan t and the Exper t s , for the purposes of theServices and free of any charge , the services , facilitiesand prope r ty described in the Terms of Reference(Appen dix A) at the times and in the manne rspecified in said Appen dix A.

36. Count er p ar tPerso n n e l

36.1 The Client shall make available to theConsultan t free of charge such professional andsuppor t counte rp a r t personnel , to be nomina ted bythe Client with the Consultan t’s advice, if specified inAppen dix A.

36.2 Professional and suppor t counte rp a r tpersonnel , excluding Client’s liaison personnel , shallwork under the exclusive direc tion of the Consultan t .If any member of the counte rp a r t personnel fails toperform adequa t e ly any work assigned to such

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member by the Consultan t that is consisten t with theposition occupied by such member , the Consultan tmay reques t the replacem e n t of such member , andthe Client shall not unreasona bly refuse to act uponsuch reques t .

37. Payme n t Obligat i o n

37.1 In conside ra t ion of the Services perform ed bythe Consultan t under this Contrac t , the Client shallmake such payment s to the Consultan t for thedeliverable s specified in Appen dix A and in suchmanne r as is provided by GCC F below.

F. PAYMENTS TO THE CONSULTANT

38. Contrac t Price

38.1 The Contrac t price is fixed and is set forth in theSCC. The Contract price breakdown is provided inAppendix C .

38.2 Any change to the Contrac t price specified inClause 38.1 can be made only if the Parties haveagreed to the revised scope of Services pursuan t toClause GCC 16 and have amended in writing theTerms of Referenc e in Appen dix A.

39. Taxes and Duti e s

39.1 The Consultan t , Sub- consultan t s and Exper t sare responsible for meeting any and all tax liabilitiesarising out of the Contrac t unless it is statedotherwise in the SCC .

39.2 As an exception to the above and as stated inthe SCC , all local identifiable indirec t taxes (itemizedand finalized at Contrac t negotia t ions) are reimburs e dto the Consultan t or are paid by the Client on behalf ofthe Consultan t .

40. Curren cy of Payme n t

40.1 Any paymen t under this Contrac t shall be made in the currency(ies) of the Contrac t .

41. Mod e of Bill in g and Payme n t

41.1 The total payment s under this Contrac t shall notexceed the Contrac t price set forth in Clause GCC38.1.

41.2 The payment s under this Contrac t shall be madein lump- sum installment s agains t deliverablesspecified in Appen dix A. The paymen ts will be madeaccording to the payment schedule stated in the SCC .

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41.2.1 Advance paymen t: Unless otherwiseindicated in the SCC , an advance paymen t shallbe made agains t an advance paymen t bankguaran te e acceptable to the Client in an amount(or amounts) and in a currency (or currencies)specified in the SCC . Such guaran t e e (i) is toremain effective until the advance payment hasbeen fully set off, and (ii) is to be in the form setforth in Appen dix D , or in such other form as theClient shall have approved in writing. Theadvance payments will be set off by the Client inequal portions against the lump- sum installmentsspecified in the SCC until said advance paymentshave been fully set off.

41.2.2 The Lump- Sum Installmen t Payments . TheClient shall pay the Consultan t within sixty (60)days after the receipt by the Client of thedeliverable(s) and the cover invoice for therelated lump- sum installmen t paymen t. Thepayment can be withheld if the Client does notapprove the submit ted deliverable(s) assatisfac tory in which case the Client shall providecommen t s to the Consultan t within the same sixty(60) days period. The Consultan t shall thereuponpromptly make any necessa ry correc t ions , andthereaf te r the foregoing process shall berepea t e d .

41.2.3 The Final Paymen t .The final paymentunder this Clause shall be made only after the finalreport have been submitted by the Consultant andapproved as satisfactory by the Client. TheServices shall then be deemed completed andfinally accepted by the Client. The last lump- suminstallment shall be deemed approved for paymentby the Client within ninety (90) calendar days afterreceipt of the final report by the Client unless theClient, within such ninety (90) calendar day period,gives written notice to the Consultant specifying indetail deficiencies in the Services, the final report.The Consultan t shall thereupon promptly makeany necessa ry correc t ions , and thereaf te r theforegoing process shall be repea t ed . 41.2.4 Allpayment s under this Contrac t shall be made tothe accoun ts of the Consultan t specified in the

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SCC .

41.2.4 With the exception of the final paymentunder 41.2.3 above, payments do not constituteacceptance of the whole Services nor relieve theConsultan t of any obligations hereunde r .

42. Intere s t on Delaye d Payme n t s

42.1 If the Client had delayed payment s beyondfifteen (15) days after the due date stated in ClauseGCC 41.2.2 , interes t shall be paid to the Consultan ton any amount due by, not paid on, such due date foreach day of delay at the annual rate stated in theSCC.

G. FAIRNESS AND GOOD FAITH

43. Good Faith 43.1 The Parties under t ake to act in good faith withrespect to each other’s rights under this Contrac t andto adopt all reasonable measu re s to ensure therealization of the objectives of this Contrac t .

H. SETTLEMENT OF DISPUTES

44. Amicabl e Sett l e m e n t

44.1 The Parties shall seek to resolve any disputeamicably by mutual consulta t ion.

44.2 If either Party objects to any action or inactionof the other Party, the objecting Party may file awritten Notice of Dispute to the other Party providingin detail the basis of the dispute . The Party receivingthe Notice of Dispute will consider it and respond inwriting within fourteen (14) days after receipt . If thatParty fails to respond within fourteen (14) days, or thedispute cannot be amicably set tled within fourtee n(14) days following the response of that Party, ClauseGCC 49.1 shall apply.

45. Disput e Reso lu t i o n

45.1 Any dispute between the Parties arising underor related to this Contrac t that cannot be set tledamicably may be refer re d to by either Party to theadjudica tion/a rbi t r a t ion in accordanc e with theprovisions specified in the SCC .

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II. Genera l Conditions of Contrac t – Attachm en t 1 Lump- Sum

II. General Condit io n s

Attachment 1: Policy on Corrupt and Fraudulent Practices

(the text in this Attachme n t 1 shall not be modified)

Guidel in e s for Sele c t i o n and Employ m e n t of Cons u l ta n t s underIBRD Loans and IDA Credit s & Grant s by World Bank Borrow er s ,dated January 201 1:

“Fraud and Corrupt io n

1.23

(a) For the purposes of this provision, the terms are defined as follows:

(i) “corrup t practice” is the offering, giving, receiving, or soliciting,directly or indirec t ly, of anything of value to influence imprope r lythe actions of another par ty 5;

(ii) “fraudulen t practice” is any act or omission, includingmisrepr e s e n t a t ion , that knowingly or recklessly misleads , orattemp t s to mislead, a par ty to obtain financial or other benefit orto avoid an obligation 6;

(iii) “collusive practices” is an arrange m e n t between two or moreparties designed to achieve an imprope r purpose , including toinfluence imprope r ly the actions of anothe r par ty 7;

5 For the purpose of this sub- parag r ap h , “anothe r party” refers to a public official actingin relation to the selec tion process or contrac t execution. In this context “public official”includes World Bank staff and employees of other organizat ions taking or reviewingselection decisions.

6 For the purpose of this sub- parag r ap h , “par ty” refers to a public official; the terms“benefit” and “obligation” relate to the selection process or contrac t execution; and the“act or omission” is intended to influence the selection process or contrac t execution.

7 For the purpose of this sub- parag r ap h , “parties” refers to par ticipan t s in theprocure m e n t or selection process (including public officials) attempting eithe rthemselves , or through anothe r person or entity not participa ting in the procure m e n t orselection process, to simulat e competi t ion or to establish prices at artificial, non-competi t ive levels, or are privy to each other’s bid prices or other conditions.

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II. Genera l Conditions of Contrac t – Attachm en t 1

(iv) “coercive practices” is impairing or harming, or threa t e ning toimpair or harm, direc tly or indirec tly, any party or the prope r ty ofthe party to influence imprope rly the actions of a par ty 8;

(v) “obst ruc t ive practice” is

(aa) deliber a t e ly dest roying, falsifying, altering, or concealing ofevidence mate rial to the investiga t ion or making falsestatem e n t s to investiga to r s in order to mate rially impede aClient investiga t ion into allega tions of a corrup t , fraudulen t ,coercive, or collusive practice; and/or threa t e ning, harassing,or intimida ting any party to prevent it from disclosing itsknowledge of mat te r s relevan t to the investiga t ion or frompursuing the investiga t ion, or

(bb) acts intended to mate rially impede the exercise of theClient’s inspec tion and audit rights;

(b) will reject a proposal for award if it dete rmines that the consultan trecomm e n d e d for award or any of its personnel , or its agents , or itssub- consultan t s , sub- contrac to r s , services providers , suppliers , and/ortheir employees , has, direc tly or indirec tly, engage d in corrup t ,fraudulen t , collusive, coercive, or obstruc t ive practices in competingfor the contrac t in question;

8 For the purpose of this sub- parag r ap h , “par ty” refers to a participan t in the selec tionprocess or contrac t execution.

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III. Special Conditions of Contract

[Notes in bracket s are for guidance purposes only and should be deletedin the final text of the signed contract]

Nu mb e r ofGC Claus e

Amen d m e n t s of, and Suppl e m e n t s to, Claus e s inthe Genera l Condit io n s of Contrac t

1.1 (b ) and3.1

The Contrac t shall be con s tru e d in accord a n c ewith the law of INDIA

4.1 The langu a g e is: Engl i s h

6.1 and 6.2 The addre s s e s are:

Client : Municip a l Corporat i o n Karimn a g a r for

Smart City on behalf of Minis try of Urban

Develo p m e n t , Govern m e n t of India

Attent io n : Mr D. Krish n a Bhas k ar

Com mi s s i o n e r

Municip a l Corporat i o n Karimn a g a r

Karimn a g a r

Telan g a n a State

Ph no: 087 8 - 224 3 4 3 8 E-

mail:knrc m n r@re di f f m a i l . c o m

Fax. No. : 087 8 - 224 0 6 2 4

Cons ul t a n t :

Attent io n :

Facsi mi l e :

E- mail:

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III. Special Conditions of Contrac t Lump- Sum

8.1 [If the Consultant consis ts only of one entity, state“N/A”;ORIf the Consultan t is a Joint Venture consis ting of morethan one entity, the name of the JV mem b er whoseaddress is specified in Clause SCC6.1 should beinserted here. ]The Lead Memb e r on behal f of the JV is _________________________________________[insert name of themem b er]

9.1 The Authoriz e d Repre s e n t a t iv e s are:

For the Client: Com missioner , Municipal Corporation Karimnagar

For the Cons ul t a n t :[name, title]

11.1The effec t iv e n e s s condi t i o n s are the followi n g :approval of the Contrac t by the Minist ry of UrbanDevelopme n t , Governm e n t of India

12.1 Termin at i o n of Contrac t for Failure to Beco m eEffec t ive:

The time period shal l be : Fifteen days

13.1 Com m e n c e m e n t of Servic e s :

The numb e r of days shal l be : Ten

Confirmation of Key Exper t s’ availability to star t theAssignme n t shall be submit ted to the Client in writingas a written statem e n t signed by each Key Exper t .

14.1 Expirat io n of Contrac t:

The time period shal l be : Hundred (100) days

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21 b. The Client reserve s the right to deter mi n e on acase- by- case basi s wheth e r the Consul ta n t shoul dbe disqu al i f i e d from providin g good s , works ornon- cons u l t i n g servic e s due to a confl ic t of anature descr ib e d in Claus e GCC 21.1 . 3

Yes No _____√

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23.1 The following limitation of the Consultan t’s Liabilitytowards the Client can be subject to the Contrac t’snegotia t ions:

“Limita tion of the Consultan t’s Liability towards theClient:

(a) Except in the case of gross negligence or willfulmisconduc t on the part of the Consultan t or onthe part of any person or a firm acting onbehalf of the Consultan t in carrying out theServices, the Consultan t , with respec t todamage caused by the Consultan t to theClient’s proper ty, shall not be liable to theClient:

(i) for any indirec t or conseque n t i al loss ordamage; and

(ii) for any direc t loss or damage thatexceeds three times the total value of theContrac t ;

(b) This limitation of liability shall not

(i) affect the Consultan t’s liability, if any, fordamage to Third Parties caused by theConsultan t or any person or firm acting on behalfof the Consultan t in carrying out the Services;

(ii) be const rued as providing the Consultan twith any limitation or exclusion from liabilitywhich is prohibi ted by the Applicable Law

24.1 The insura n c e covera g e again s t the risks shall beas follow s:

[Delete what is not applicable except (a)].

(a) Profes s i o n a l liabil i ty insuran c e , with amini m u m covera g e of equal to the value ofContrac t Price;

(b) Third Party motor vehicle liability insuranc e inrespec t of motor vehicles opera t ed in the Client’s

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count ry by the Consultan t or its Exper t s or Sub-consultan t s , with a minimum coverage as perIndian Motor Vehicle Act 1988;

(c) employer’s liability and workers’ compens a t ioninsuranc e in respec t of the exper t s and Sub-consultan t s in accordanc e with the relevantprovisions of the applicable law in the Client’scount ry, as well as, with respec t to such Exper t s ,any such life, heal th , acciden t , travel or otherinsuranc e as may be approp ria t e ; and

(d) insuranc e against loss of or damage to (i)equipmen t purchas e d in whole or in par t withfunds provided under this Contrac t , (ii) theConsultan t’s proper ty used in the perform a nc e ofthe Services, and (iii) any docume n t s prepa r e d bythe Consultan t in the performa nc e of the Services.

27.2 The Cons ul ta n t shal l not use thes e docu m e n t s andsoftwar e for purpos e s unrela t e d to this Contrac twitho u t the prior writt en approval of the Client .

32.1 (f) The Client will provide the following inputs andfacilities:

Make best efforts in providing relevan t data,

information, and repor t s deemed necess a ry for

the assignme n t .

38.1 The Contrac t price is: ____________________ [insertamount and currency for each currency as applicable][indicate: inclu s iv e or exclu s iv e ] of local indire c ttaxes .

Any indire c t local taxes charg e a b l e in resp e c t ofthis Contrac t for the Servic e s provid e d by theCons ul t a n t shal l [insert as appropriate: “be paid ” or“reimb ur s e d ”] by the Client [insert asappropriate:” for “ or “to ”]the Cons ul ta n t .

The amou n t of such taxes is ____________________[ins ert the amou n t as finalize d at the Contrac t’ s

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nego t i a t i o n s on the basi s of the est i m a t e sprovid e d by the Consu l t a n t in Form FIN- 2 of theCons ul t a n t’ s Finan ci a l Propos a l .

39.1 and 39.2

For dom e s t i c cons u l t a n t s / s u b - cons u l t a n t s /perso n n e l and foreig n cons u l t a n t s / p e r s o n n e l whoare perma n e n t resid e n t s in India

The consultan t s , Sub- consultan t s and the Personnelshall pay the taxes, duties, fees, levies and otherimpositions levied under the existing, amende d orenacted laws during life of this contrac t and the clientshall perform such duties in regard to the deduction ofsuch tax as may be lawfully imposed.

For foreig n Cons ul t a n cy firms

The Client warran t s that the Client shall reimburs e theConsultan t , the Sub- Consultan t s and the Personnel for any indirec t taxes, duties, fees, levies and other impositions imposed, under the Applicable Law, on the Consultan t , the Sub- Consultan t s and the Personnel in respec t of:

(a) any payment s whatsoeve r made by the client directly to the Consultan t , Sub- Consultan t s and the Personnel (other than nationals or perma n e n t residen ts of the Governme n t’s country), in connec tion with the carrying out of the Services;

(b) any equipme n t , mate rials and supplies brough t into the Governm e n t’s count ry by the Consultan t or Sub- Consultan t s for the purpose of carrying out the Services and which, after having been brough t into such terri tories , will be subseque n t ly withdra w n there from by them;

(c) any equipmen t impor ted for the purpose of carrying out the Services and paid for out of funds provided by the Client and which is trea te d as proper tyof the Client;

(d) any proper ty brough t into the Governm e n t’scount ry by the Consultan t , any Sub- Consultan t s or the

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Personnel (other than nationals or perman e n t residen t sof the Governm e n t’s count ry), or the eligibledepend en t s of such Personnel for their personal useand which will subseque n t ly be withdraw n there fromby them upon their respec t ive depar t u r e from theGovernm e n t’s count ry, provided that:

(1) the Consultan t , Sub- Consultan t s andPersonnel , and their eligible depende n t s , shallfollow the usual customs procedu r es of theGovernm e n t’s count ry in impor ting proper tyinto the Governm e n t’s count ry; and

(2) if the Consultan t , Sub- Consultan t s orPersonnel , or their eligible depende n t s , do notwithdra w but dispose of any proper ty in theGovernm e n t’s count ry upon which customsduties and taxes have been exempted , theConsultan t , Sub- Consultan t s or Personnel , asthe case may be, (i) shall bear such customsduties and taxes in conformity with theregula t ions of the Governm e n t’s count ry, or (ii)shall reimbur s e them to the Client if they werepaid by the Client at the time the proper ty inquestion was brough t into the Governm e n t’scount ry.

39.3

(a) The client shall reimbur s e Service Tax payable in India as per Applicable Law. The consultan t shall registe r itself for service tax with approp ria t e authori ty in India & shall provide the regist ra t ion Number to the client.

b) Tax will be deducted at source as per theprevailing Income Tax Rules.

41.2 The accoun ts are:

for foreign curr ency or currencies: [insert account]

for local currency: [insert account]

1. Payment s shall be made according to the followingschedule:

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a) Ten percen t (10%) of the contrac t price shall be paid

on accepta n c e of the City Wide Concept Plan by

Municipal Corpora t ion Karimnag a r

b) Fifty percen t (50%) of the contrac t price will be paid

on accepta n c e of the Draft Smar t City Proposal by


c) Forty percen t (40%) of the contr ac t price will be paid

on accepta n c e of the Final Smar t City Proposal by


The due date for payment shall be 30 days after the

receipt of bills/ invoice.

41.2 .1 No Advance Payment

41.2 .4 The accou n t s are:

for foreign currency: [insert accoun t] .for local currency: [insert accoun t] .

42.1 The intere s t rate is : London Inter- Bank Offered Rate[LIBOR] plus 2% for foreign currency and 6% for localcurrency.

45.1Dispu t e s shall be set t l e d by arbitrat io n inaccord a n c e with the followin g provis io n s:

1. Selection of Arbitra to r s . Each dispute submit tedby a Party to arbit r a t ion shall be heard by a solearbit r a to r or an arbit r a t ion panel composed ofthree (3) arbit r a to r s , in accordanc e with thefollowing provisions:

(a) Where the Parties agree that the disputeconcerns a technical matte r , they may agree toappoint a sole arbit r a to r or, failing agree m e n ton the identi ty of such sole arbit r a to r withinthirty (30) days after receipt by the other Partyof the proposal of a name for such anappointme n t by the Party who initiated theproceedings , either Party may apply to

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[Chairman (Delhi State Centre), TheInstitut ion of Engineers (India), New Delhi fora list of not fewer than five (5) nominees and,on receip t of such list, the Parties shallalterna t e ly strike names therefrom, and thelast remaining nominee on the list shall be thesole arbit r a to r for the matte r in dispute . If thelast remaining nominee has not beendete rmined in this manne r within sixty (60)days of the date of the list, Chairman (DelhiState Centre), The Institution of Engineers(India), New Delhi shall appoint , upon thereques t of either Party and from such list orotherwise , a sole arbit r a to r for the matte r indispute .

(b) Where the Parties do not agree that thedispute concerns a technical mat te r , the Clientand the Consultan t shall each appoint one (1)arbi tr a to r , and these two arbi tr a to r s shalljointly appoint a third arbit ra to r , who shallchair the arbit r a t ion panel. If the arbit r a to r snamed by the Parties do not succeed inappointing a third arbit r a to r within thirty (30)days after the latter of the two (2) arbit ra to r snamed by the Parties has been appointed , thethird arbit r a to r shall, at the reques t of eitherParty, be appointed by Registrar, The IndianCouncil of Arbitration, New Delhi.

(c) If, in a dispute subject to paragr a p h (b) above,one Party fails to appoint its arbi tr a to r withinthirty (30) days after the other Party hasappointed its arbit r a to r , the Party which hasnamed an arbit r a to r may apply to theRegistrar, The Indian Council of Arbitration,New Delhi. to appoint a sole arbitr a to r for themat te r in dispute , and the arbit r a to r appointedpursuan t to such applica tion shall be the solearbi tr a to r for that dispute .

2. Rules of Procedu r e . Except as otherwise statedherein, arbit r a t ion proceedings shall be conduc tedin accordanc e with the rules of procedu re forarbi tr a t ion of the United Nations Commission onInterna t ional Trade Law (UNCITRAL) as in force on

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the date of this Contrac t .

3. Substi tu t e Arbitra to r s . If for any reason anarbi tr a to r is unable to perform his/her function, asubsti tu t e shall be appointed in the same manne ras the original arbit r a to r .

4. Nationali ty and Qualifications of Arbitra to r s . Thesole arbit r a to r or the third arbit r a to r appointedpursuan t to paragr a p h s 1(a) through 1(c) aboveshall be an interna t ionally recognized legal ortechnical exper t with extensive experienc e inrelation to the mat te r in dispute and shall not be anational of the Consultan t’s home count ry [If theConsultan t consists of more than one entity, add:or of the home count ry of any of their membe r s orParties ]or of the Governme n t’s count ry. For thepurposes of this Clause, “home count ry” means anyof:

(a) the count ry of incorpora t ion of the Consultan t[If the Consultan t consists of more than oneentity, add: or of any of their member s orParties ]; or

(b) the count ry in which the Consultan t’s [or anyof their member s’ or Parties’] principal placeof business is located; or

(c) the count ry of nationality of a majority of theConsultan t’s [or of any member s’ or Parties’]shareholde r s ; or

(d) the count ry of nationali ty of the Sub-consultan t s concerne d , where the disputeinvolves a subcont r a c t .

5. Miscellaneous . In any arbit r a t ion proceedinghereund e r :

(a) proceedings shall, unless otherwise agreed bythe Parties, be held in [selec t a country whichis neither the Client’s country nor theConsultan t’s country] ;

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(b) the English language shall be the officiallanguag e for all purposes; and

(c) the decision of the sole arbitr a to r or of amajori ty of the arbit r a to r s (or of the thirdarbi tr a to r if there is no such majority) shall befinal and binding and shall be enforcea ble inany court of competen t jurisdiction, and theParties hereby waive any objections to orclaims of immunity in respec t of suchenforcem e n t .

46 Add following clauseLiquida t e d Dama g e s46.1 The parties hereby agree that due to negligenceof act of any party, if the other par ty suffers losses,damage s the quantifica tion of which may be difficult,and hence the amount specified hereund e r shall beconst rue d as reasona ble estimate of the damages andboth the parties agree to pay such liquidat ed damages ,as defined hereund e r as per the provisions of thisContrac t . 46.2 The amount of liquidat ed damage s under thisContrac t shall not exceed 10 (Ten ) % of the totalvalue of the contrac t . 46.3 The liquidated damages shall be applicable if thedeliverables are not submitt ed as per schedule asspecified in Clause 26.1, the Consultan t shall be liableto pay 1% of the total cost of the services for delay ofeach week or par t thereof.

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IV. Appendices

APPENDIX A – TERMS OF REFERENCE

[This Appendix shall include the final Terms of Reference (TORs) workedout by the Client and the Consultant during the negotiations; dates forcompletion of various tasks; location of performance for differen t tasks;detailed reporting require m e n t s and list of deliverables against whichthe paym en t s to the Consultant will be made; Client’s input, includingcounterpar t personnel assigned by the Client to work on the Consultant’steam; specific tasks or actions that require prior approval by the Client.

Inser t the tex t bas e d on the Sec t i o n 7 (Ter m s of Refer e n c e ) of theITC in the RFP and mo d i f i e d bas e d on the prop o s e d me t h o d o l o g yat REOI stag e (to be cus t o m i z e d for ci ty) , Staff in g sch e d u l e andWor k Sch e d u l e as per Tech n i c a l Prop o s a l and finali z e d durin gnego t i a t i o n .

………………………………………………………………………………………………

APPENDIX B - KEY EXPERTS

[Insert a table based on Consulting firms EOI and finalized at theContract’s negotiations . Attach the CVs (updated and signed by therespec tive Key Expert s) demons tra t ing the qualifications of KeyExperts .]

……………………………………………………………………………………………………

APPENDIX C – B REAKDOWN OF CONTRACT P RICE

[Insert the table with the unit rates to arrive at the breakdown of the lump-sum price. The table shall be based on [Form FIN- 3 and FIN- 4] of theConsultant’s Proposal and reflect any changes agreed at the Contractnegotiations, if any. The footnote shall list such changes made to [FormFIN- 3 and FIN- 4] at the negotiations or state that none has been made.]

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IV. Appendices Lump- Sum

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SELECTION OF CONSULTANTS REQUEST FOR PROPOSALS RFP … · Spatial Technologies Private Limited RSP...

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