Request for Proposals
RFP Ref. No. CERSAI/Notification/2015-687
Dated 12.01.2015or
SELECTION OF CONSULTANT
CONSULTANCY SERVICES
FOR
DATA QUALITY ASSESSMENT OF
CERSAI
Central Registry of Securitisation Asset
Reconstruction and Security Interest of India
(CERSAI)
RFP – Consultancy Services for Data Quality Assessment of CERSAI
Contents
Section 1: Letter of Invitation ....................................................................................................3
Section 2: Instructions to Bidders ..............................................................................................4
PART I: Standard Terms and Conditions ...........................................................................4
PART II: Data Sheet ........................................................................................................ 20
Section 3: Pre-Qualification Proposal - Standard Forms ...................................................... 244
Section 4: Technical Proposal - Standard Forms .................................................................... 30
Section 5: Financial Proposal - Standard Forms ................................................................... 455
Section 6: Terms of Reference ................................................................................................ 51
1. Introduction ................................................................................................................. 51
2. Background of the CERSAI........................................................................................ 51
3. Need and Objectives of the Assignment ................................................................... 522
4. Scope of Work .......................................................................................................... 533
5. Deliverables and Timelines....................................................................................... 555
Section 7: Standard Forms of Contract and Annexures ........................................................ 566
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Section 1:Letter of Invitation
Central Registry of Securitisation Asset Reconstruction and Security Interest of India
5th floor, MTNL Telephone Exchange Building, 8, Bhikaji Cama Place,
New Delhi – 110066
Dear Consultant
1. The Central Registry of Securitisation Asset Reconstruction and Security Interest of
India (CERSAI) invites proposals from consulting entities to provide consultancy
services for data quality assessment of the Central Registry established under the
Securitisation and Reconstruction of Financial Assets and Enforcement of Security
Interest Act, 2002. More details on the scope of work and services expected from the
consultant are provided in the Section 6: Terms of Reference of this Request for
Proposal (RFP) document.
2. A consultant will be selected based on Quality-cum-Cost-Based Selection (QCCBS)
procedures described in this RFP.
3. The RFP includes the following documents:
Section 1 - Letter of Invitation
Section 2 - Information to Consultants
Section 3 - Pre-Qualification Proposal - Standard Forms
Section 4 - Technical Proposal - Standard Forms
Section 5 - Financial Proposal - Standard Forms
Section 6 - Terms of Reference
Section 7 - Standard Form of Contract
Yours sincerely,
S/d Chief Operating Officer,
CERSAI, New Delhi
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Section 2:Instructions to Bidders
PART I: Standard Terms and Conditions
Definitions
(a) "Affiliate" in relation to a Consultant or a Bidder, as the case
may be, being:
a. A legal person, which controls, is controlled by, or is
under the control of such Consultant or Bidder, as the
case may be.
b. A natural person means any person, which controls or is
controlled by such Consultant or the Bidder, as the case
may be, by a contract or other instrument.
The term “control” shall mean the beneficial ownership directly or
indirectly of more than 50% (Fifty Percent) of the voting securities
of such entity or controlling the majority of the composition of the
board of directors or power to direct the management or policies or
decision making by contract or otherwise.
(b) “Applicable Law” means the laws and any other instruments
having the force of law in India, as they may be issued and in
force from time to time.
(c) “Assignment” means “Consultancy Services for Data Quality
Assessment of CERSAI” and includes the Services to be
performed by the Consultant pursuant to the Contract.
(d) “Bidder” or “Bidders” mean applicant(s)who submit a Proposal
pursuant to the RFP with or without a Joint Venture.
(e) “Companies Act” shall mean the (Indian) Companies Act, 1956
and the Companies Act, 2013 and any statutory modification or
re-enactment thereof for the time being in force. Any reference to
specific sections of the Companies Act, 1956 in this RFP and the
Contract shall be deemed to refer, mutatis mutandis, to the
corresponding Sections of the Companies Act 2013, as
applicable.
(f) “Consultant” means a Person that is selected to provide the
Services to the CERSAI.
(g) “Contract” means a legally binding written agreement signed
between the CERSAI and Consultant and includes all the
attached documents listed in its Clause 1 including but not
limited to the General Conditions (GC), the Special Conditions
(SC), and the Appendices.
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(h) “Data Sheet” means an integral part of the Instructions to
Consultants (ITC) used to reflect specific assignment conditions
to supplement, but not to over-write, the provisions of the ITC.
(i) “Business Day” means the days on which the banks are open for
business in New Delhi.
(j) “Central Government” means the Government of India.
(k) “Joint Venture” or “JV” for the purposes of RFP means a
consortium or an association of members comprising one or
more Persons with a Lead Member which has the authority to
business for and on behalf of all the members of the consortium
or association as the case may be but, where all the members are
and remain jointly and severally liable to the CERSAI.
(l) “Instructions to Consultants” (Section 2 of the RFP) means the
document which provides interested Bidders with all information
needed to prepare their Proposals.
(m) “Person” or “Persons” means and includes a legal person,
natural person or Joint Venture.
(n) “Personnel” means professionals, experts and support staff to be
assigned by the Consultant to perform the Services or any part
thereof;
(o) “Proposal” means the Pre-Qualification Proposal, Technical
Proposal and the Financial Proposal.
(p) “RFP” means the Request for Proposal prepared by the CERSAI
for the selection of Consultant.
(q) “Services” means the work to be performed by the Consultant
including as mentioned in the Terms of Reference pursuant to the
Contract.
(r) “Terms of Reference” (TOR) means the document included in
the RFP as Section 6 which explains the objectives, scope of
work, activities, tasks to be performed, respective responsibilities
of the CERSAI and the Consultant, and expected results and
deliverables by the Consultant.
(s) “Central Registry” means the central registry setup pursuant to
Section 20 of SARFAESI Act for registering transactions of
securitization and asset reconstruction of financial assets and
creation of security interests, in electronic form or otherwise,
with complete application software, IT infrastructure, data centre
as well as the disaster recovery centre facilities.
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(t) “Lead Member” means the member of the Joint Venture which
is the main members of the Joint Venture in whose name the bid
is made by and on behalf of the Joint Venture and which has
been authorised by the Joint Venture members to submit the bid
on their behalf and take all necessary steps including to negotiate
the Contract.
1. Introduction
1.0
“The Central Registry of Securitisation Asset Reconstruction
and Security Interest of India” or “CERSAI” is a company
registered under the Companies Act, which is maintaining
and operating the Central Registry.
1.1
The CERSAI will select the Consultant in accordance with
the method of selection specified in the Data Sheet.
1.2
The name of the Assignment has been mentioned in Part II
Data Sheet. Detailed scope of work under the Assignment
has been described in the Terms of Reference in Section 6.
1.3
The date, time and address for submission of the Proposal
has been given in Part II Data Sheet.
1.4
Interested Bidders are invited to submit a Proposal for
consulting services required for the Assignment named in
the Data Sheet. The Proposal, technical presentation (if
provided), and any other clarifications provided by the
Bidder along with the Terms of Reference provided in the
RFP will be the basis for contract negotiations and
ultimately for a signed Contract with the selected
Consultant.
1.5
Bidders should familiarize themselves with current
operations of the Central Registry and take them into
account in preparing their Proposal. To obtain first-hand
information on the assignment, interested Bidders are
encouraged to visit the office of the CERSAI before
submitting a proposal and to attend a pre-proposal
conference. Attending the pre-proposal conference is
optional.
1.6
The Bidders shall bear all costs associated with the
preparation and submission of their Proposal and contract
negotiation. The CERSAI is not bound to accept any
Proposal, and reserves the right to annul the selection
process at any time prior to Contract award, without
assigning any reasons or incurring any liability of any kind
whatsoever to the CERSAI or the Central Registry.
1.7
The Technical Proposals of only those Bidders who meet the
Pre-qualification Criteria will be opened by the CERSAI.
Bidders failing to meet the Pre-Qualification Criteria or not
submitting requisite proof for supporting pre-qualification
Pre-qualification
Criteria
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criteria are liable to be rejected summarily.
(i) The Bidder and in the event of the Joint Venture, the
Lead Member must be a reputable and experienced company
operating in the field of professional consultancy services/
data purification, registered under the Companies Act for the
last 3 years.
(ii) The Bidder must have completed at least 3 consultancy
assignments of a similar nature in data quality assessment,
data purification and design of data quality systems in the
government, banking or financial sector with a consultancy
value of at least Rs. 10 lakh each.
(iii)The Bidder should not have been black listed by any
state or Central Government or public sector undertaking or
regulatory body in India.
(iv) No proceeding for winding up or restructuring of the
Bidder should be pending in any court of law or any other
forum.
(v) The Bidder should not have any conflict of interest with
the Terms of Reference and should not have been, directly
or indirectly, associated with the creation of data of which
quality assessment is sought to be carried out by the
CERSAI under the Assignment.
1.8
Bids failing to meet the Pre-qualification Criteria or not
submitting requisite proof in support thereof as mentioned
in Para. 4.1 of Part II Data Sheet are liable to be considered
as non-responsive and rejected summarily.
Conflict of
Interest&
Monopolistic
Practice
1.9
The CERSAI requires that the Consultant shall, while
delivering the Services, provide professional, objective, and
impartial advice at all times holding the CERSAI and the
Central Registry’s interests paramount, strictly avoiding any
conflicts of interest or any monopolistic practice, free of any
ulterior or vested interest.
Conflicting
Relationships
1.9.1
A Bidder(including its Personnel) that has a business or
family relationship with a member of the CERSAI’s staff
who is directly or indirectly involved in any part of (a) the
preparation of the Terms of Reference of the Assignment,
(b) the selection process for such Assignment, or (c)
supervision of the Contract, may not be awarded the
Contract, unless the conflict stemming from this
relationship has been resolved in a manner acceptable to the
CERSAI throughout the selection process and the execution
of the Contract. The Bidders are expected to make a
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disclosure of the Conflicting Relationship in the prescribed
form.
Fraud and
Corruption
1.9.2
Bidders have an obligation to disclose any situation of
actual or potential conflict that impacts their capacity to
serve the best interest of the CERSAI, or that may
reasonably be perceived as having this effect. Failure to
disclose said situations may lead to the disqualification of
the Bidder or the termination of its Contract, if awarded.
1.10
It is required that Bidders participating in the Assignment
adhere to the highest ethical standards during the selection
process.
For the purpose of this paragraph, the terms set forth are as
follows:
(i)
“corrupt practice” means (i) the offering, giving,
receiving, or soliciting, directly or indirectly, of
anything of value to influence the actions of any
person connected with the negotiation process (for
avoidance of doubt, offering of employment to or
employing or engaging in any manner whatsoever,
directly or indirectly, any official of the CERSAI who
is or has been associated or dealt in any manner,
directly or indirectly with the negotiation process or
has dealt with matters concerning the RFP or arising
there from, before or after the execution thereof, at
any time prior to the expiry of one year from the date
such official resigns or retires from or otherwise
ceases to be in the service of the CERSAI, shall be
deemed to constitute influencing the actions of a
person connected with the negotiation process); or (ii)
engaging in any manner whatsoever, during the
negotiation process, any person in respect of any
matter relating to the assignment, who at any time has
been or is a legal, financial or technical adviser of the
CERSAI in relation to any matter concerning the RFP
trying to influence in what so ever manner the
members of the Consultancy Evaluation Committee
(CEC), in the selection process or in contract
execution;
(ii)
“fraudulent practice” means a misrepresentation or
omission of facts in order to influence a selection
process or the execution of a contract or negotiation
process;
(iii) “collusive practices” means a scheme or arrangement
between two or more consultants with or without the
knowledge of the CERSAI, designed to establish
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prices at artificial, non competitive levels;
(iv) “coercive practices” means impairing, harming or
threatening to harm, directly or indirectly, persons or
their property to influence their participation in a
procurement process, or affect the execution of a
contract or negotiation process;
The CERSAI reserves the right to reject a Proposal at any
stage if it determines that the Bidder recommended for
award has, directly or through an agent, engaged in corrupt,
fraudulent, collusive or coercive practices in competing for
the contract in question.
False
and 1.11
Misleading
Statement
A Bidder may be disqualified at any stage if found to have
submitted false or misleading information or material or has
made false or misleading declaration in the Proposal.
Commissions
and Fees
1.12
The Bidder or the selected Consultant shall furnish
information on commissions and gratuities, if any, paid or
to be paid relating to this Proposal and during execution of
the assignment if the Bidder/selected Consultant is awarded
the Contract, as required in the Financial Proposal
submission form (Section 5).
Eligibility
1.13
A Bidder may form a Joint Venture for submission of
Proposal with Person or Persons experienced in the field of
data assessment for banking/ financial/ government sector.
Where such Joint Venture has been formed, each member of
the Joint Venture shall be considered a Bidder for the
purpose of evaluation. However, the Lead Member must
satisfy the Pre-Qualification Criteria mentioned in sub
paragraph (1), (iii) to (v) of Para.1.7. The Contract, if
awarded, shall be signed by all the members of the Joint
Venture. The Lead Member shall be responsible to the
CERSAI for every aspect of the Proposal submitted by the
Joint Venture Bidder. The CERSAI however, will have the
right to interact with, seek information from or meet any
member of the Joint Venture.
A Bidder (including members of any Joint Venture) may
submit only one Proposal. If a Bidder or any member of the Joint
Venture submits or participates in more than one Proposal, such
Proposals shall be disqualified
Proposal
Validity
1.14
Confidential Property of CERSAI
The Part II Data Sheet indicates how long a Bidder’s
Proposal s must remain valid after the submission date.
During this period, the Bidder shall maintain the availability
of Personnel nominated in the Proposal and fully commit to
their Financial Proposal. The CERSAI will make its best
effort to complete negotiations within this period. Should
the need arise however; the CERSAI may request the
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Bidders to extend the validity period of their proposals.
Bidders who agree to such extension shall confirm that they
maintain the availability of the Personnel nominated in the
Proposal and fully commit to their Financial Proposal,
unchanged, or in their confirmation of extension of validity
of the Proposal, the Bidder could submit new staff in
replacement, who would be considered in the final
evaluation of the Contract. A Bidder who does not agree to
the above, has the right to refuse to extend the validity of
their Proposals. Under such circumstances, the CERSAI
shall not consider such proposal for further evaluation.
2. Clarification and 2.1
Amendment of
RFP Document
A Bidder may request a clarification in the RFP document
up to the number of days indicated in the Data Sheet before
the Proposal submission date. Any request for clarification
must be sent in writing, or by standard electronic means to
the CERSAI address indicated in the Data Sheet. The
CERSAI will respond in writing by standard electronic
means to all Bidders their response (including an
explanation of the query but without identifying the source
of inquiry). Should the CERSAI deem it necessary to amend
the RFP as a result of a clarification, it shall do so following
the procedure under Para. 2.2.
2.2
At any time before the submission of Proposals, the
CERSAI may amend the RFP by issuing an addendum/
corrigendum in writing or by standard electronic means.
The addendum/ corrigendum shall be published in the
website and will be binding on the Bidders. To give Bidders
reasonable time in which to take an amendment into
account in their Proposals, the CERSAI may, if the
amendment is substantial, extend the deadline for the
submission of Proposals.
of 3.1
The Proposal (see Para. 3.2), as well as all related
correspondence exchanged by the Bidders and the CERSAI,
shall be written in English.
3.2
In preparing their Proposal, Bidders are expected to
examine in detail the documents comprising the RFP.
Material deficiencies in providing the information requested
may result in rejection of a Proposal. The Proposal consists
of 3 parts (i) Pre-Qualification Proposal (ii) Technical
Proposal and (iii) Financial Proposal.
3.3
While preparing the Pre-Qualification Proposal and
Technical Proposal, a Bidder must give particular attention
to the following:
3. Preparation
Proposals
(a)
Confidential Property of CERSAI
If a Bidder considers that it may enhance its
expertise for the assignment by associating with
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individual experts/ other consultants it may do so by
forming a Joint Venture at its own liability and cost.
(b)
The estimated tenure for the Assignment is as shown
in the Part II Data sheet. However, the Proposal
shall be based on the number of professional staffmonths/tenure or budget estimated by the Bidders.
While making the Proposal, the Bidder must ensure
that it proposes the type of experts as sought by the
CERSAI, failing which the proposal shall be
considered as non-responsive.
(c)
Alternative professional staff shall not be proposed,
and only one curriculum vitae (CV) may be
submitted for each position.
Language
(d)
Documents to be issued by the Bidders as part of
this assignment must be in English language.
Pre-qualification 3.4
Proposal and
Technical
Proposal Format
and Content
Bidders are required to submit the Pre-Qualification
Proposal and the Technical Proposal. The Data Sheet
indicates the format of the Pre-Qualification Proposal and
Technical Proposal to be submitted. Submission of the PreQualification and Technical Proposal in any other format
will result in the Proposal being deemed non-responsive.
The Pre-Qualification Proposal shall provide the
information as required in Para 4.1 of Part II Data Sheet
using the attached Standard Forms (Section 3) and shall
provide all documentary evidence for the same.
The Technical Proposal shall provide the information
indicated in the following sub-paras from (a) to (f) using the
attached Standard Forms (Section 4).
(a)
Confidential Property of CERSAI
For the Technical Proposal: a brief description of the
Bidder’ organization and an outline of recent
experience of the Bidder and, in the case of Joint
Venture with other, Persons for each Person, on
assignments of a similar nature, is required in Form
TECH-2 of Section 4.For each assignment, the outline
should indicate the names of sub-consultants/
professional staff who will participated, duration of
the assignment, contract amount, and Bidder’s
involvement. Information should be provided only for
those assignments for which the Bidder and where
Bidder is a Joint Venture, Persons forming members
of a JV were legally contracted by the Bidder.
Assignments completed by individual professional
staff working privately or through other consulting
entities cannot be claimed as the experience of the
Bidder, or that of the Bidder’s associates, but can be
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claimed by the professional staff themselves in their
CVs. Bidders should be able to substantiate the
experience claimed in their proposal and must submit
letter of award/copy of contract for all assignments
mentioned in their proposal.
Financial
Proposals
(b)
For the Technical Proposal: comments and suggestions
on the Terms of Reference including workable
suggestions that could improve the quality/ effectiveness
of the assignment; and on requirements for counterpart
staff and facilities including: administrative support,
office space, equipment, data, etc. to be provided by
CERSAI (Form TECH-3 of Section 4) are welcomed.
(c)
For the Technical Proposal: a description of the
technical approach, methodology, work plan and
organization and staffing schedule for performing the
assignment. Guidance on the content of this section of
the Technical Proposal is provided under Form
TECH-4 of Section 4. The work plan should be
consistent with the Work Schedule (Form TECH-8 of
Section 4), which will show in the form of a bar chart
the timing proposed for each activity.
(d)
The list of the proposed professional staff team to be
engaged in this assignment by area of expertise, the
position that would be assigned to each staff team
member, and their tasks (Form TECH-5 of Section 4).
(e)
Estimates of the staff input needed to carry out the
assignment (Form TECH-7of Section 4). The staffmonths input should be indicated separately in the
format.
(f)
CVs of the professional staff signed by the staff
themselves or by the authorized representative of the
professional staff (Form TECH-6 of Section 4).
3.5
The Pre-Qualification Proposal and Technical Proposal
(Original, Copy and CDs) shall not include any financial
information. A Pre-Qualification Proposal or Technical
Proposal containing financial information shall be declared
non responsive.
3.6
The Financial Proposal shall be prepared using the attached
Standard Forms (Section 5). It shall list all costs associated
with the assignment, including remuneration for staff. The
financial proposal shall not include any conditions attached
to it and any such conditional financial proposal shall be
summarily rejected.
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Taxes
3.7
Bidders are responsible for meeting all tax liabilities arising
out of the Contract unless specifically stated otherwise in
the Data Sheet and shall include such taxes in the Financial
Proposal.
3.8
Bidders should provide the price of their services in Indian
Rupees.
Earnest Money 3.9Earnest Money Deposit:
Deposit (EMD),
Tender Fees and
An EMD of Rs. 1 lakh, in the form of DD drawn in favour
Performance
of the CERSAI and payable at Delhi, must be submitted
Guarantee
along with the Proposal.
Proposals not accompanied by EMD shall be rejected as
non-responsive.
III. No interest shall be payable by the CERSAI for the sum
deposited as EMD.
IV. No bank guarantee will be accepted in lieu of the EMD.
V. The EMD of the Bidders whose Technical Proposals do
not qualify, will be returned back within one month of
opening of the Technical Proposals.
3.10
The CERSAI shall forfeit a Bidder’s EMD in the following
events:
I. If the Bidder withdraws the Proposal during the validity
period or any extension thereof for any reason whatsoever.
II. If the Proposal is modified by the Bidder in a manner not
acceptable to the CERSAI after opening of bids during the
validity period or any extension thereof.
III. If the Bidder tries to influence the evaluation process as
mentioned in Para. 1.10 of Part I: Standard Terms and
Conditions
IV. If the Bidders unilaterally withdraws the proposal during
negotiations (failure to arrive at consensus by both the
parties shall not be construed as withdrawalof Proposal by
the Bidder).
V. If the Bidder makes a false declaration or disclosure in the
Proposal or during the negotiations as mentioned in Para.
1.11 of Part I: Standard Terms and Conditions
3.12
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Tender Fees:
All Bidders are required to pay Rs. 5000/- towards tender
fees in the form of Demand Draft drawn in favour of the
CERSAI and payable at Delhi. This Fee is Non-Refundable.
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3.13. Performance Bank Guarantee
I. The selected Bidder shall be required to furnish a
performance bank guarantee equivalent to 10% of the
contract value rounded off to the nearest thousand Indian
Rupees, in the form of an unconditional and irrevocable
bank guarantee from a scheduled commercial bank in India
in favour of the CERSAI, for the entire period of contract
with 90 days claim period.
The bank guarantee must be submitted after award of contract but
before signing of the Contract. The successful Bidder has to renew
the bank guarantee on same terms and conditions for the period up
to contract including extension period, if any. Performance bank
guarantee would be returned only after successful completion of
tasks assigned to them and after the claim period indicated at I
above and only after adjusting/recovering any dues
recoverable/payable from/by the Consultant on any account under
the Contract. On submission of this performance guarantee and after
signing of the Contract, demand draft submitted towards EMD
would be returned.
4.1
The proposal (Pre-Qualification Proposal, Technical
4. Submission,
Proposal and Financial Proposal) shall contain no
Receipt,
and
interlineations or overwriting, except as necessary to correct
Opening
of
errors made by the Bidders themselves. The authorized
Proposals
representative of the Bidder must initial each such
correction. Submission letters for the Pre-Qualification
Proposal, Technical Proposal and Financial Proposals
should respectively be in the format of PRE-QUAL FORM
1 and PRE-QUAL FORM 2, TECH-1 of Section 4, and
FIN-1 of Section 5, respectively.
4.2
An authorized representative of the Bidder shall initial all
pages of the original Pre-Qualification, Technical and
Financial Proposals. This authorization shall be in the form
of a written power of attorney accompanying the PreQualification, Technical and Financial Proposals or in any
other form demonstrating that the representative has been
duly authorized to sign. The signed Pre-Qualification,
Technical and Financial Proposals shall be marked
“ORIGINAL”.
4.3
The Pre-Qualification Proposal should be marked
“ORIGINAL” or “COPY” as appropriate. The PreQualification Proposals shall be sent to the addresses
referred to and in the number of copies indicated in Part II:
Data Sheet. All required copies of the Pre-Qualification
Proposal are to be made from the original. If there are
discrepancies between the original and the copies of the
Pre-Qualification Proposal, the original governs. All the
Bidders responding to this RFP would need to meet the pre-
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qualification criteria set in this RFP as per details provided
in Para 4.1 of Part II: Data Sheet.
4.4
The Technical Proposal shall be marked “ORIGINAL” or
“COPY” as appropriate. The Technical Proposals shall be
sent to the addresses referred to and in the number of copies
indicated in Part II: Data Sheet. All required copies of the
Technical Proposal are to be made from the original. If
there are discrepancies between the original and the copies
of the Technical Proposal, the original shall prevail.
4.5
The original and all copies of the Pre-Qualification Proposal
shall be placed in a sealed envelope clearly marked “PREQUALIFICATION PROPOSAL”. The original and all copies of
the Technical Proposal shall be placed in a sealed envelope
clearly marked “TECHNICAL PROPOSAL”. Similarly, the
original Financial Proposal shall be placed in a sealed
envelope clearly marked “FINANCIAL PROPOSAL” and the
name of the Assignment, and with a warning “DO NOT
OPEN WITH THE PRE-QUALIFICATION PROPOSAL OR
TECHNICAL PROPOSAL.”The envelopes containing the PreQualification Proposal, Technical Proposal, Financial
Proposal, EMD, and Tender Fee shall be placed into an
outer envelope and sealed. This outer envelope shall bear
the submission address and be clearly marked “DO NOT
OPEN, EXCEPT IN PRESENCE OF THE OFFICIAL
APPOINTED, BEFORE 1500 hrs on 04.02.2015 .The
CERSAI shall not be responsible for misplacement, losing
or premature opening if the outer envelope is not sealed
and/or marked as stipulated. This circumstance may be case
for Proposal rejection. If the Financial Proposal is not
submitted in a separate sealed envelope duly marked as
indicated above, this will constitute grounds for declaring
the Proposal non-responsive.
4.6
The Proposals must be sent to the address indicated in the
Data Sheet and received by the CERSAI no later than the
time and the date indicated in the Data Sheet, or any
extension to this date in accordance with Para. 2.2. Any
Proposal received by the CERSAI after the deadline for
submission shall be returned unopened.
4.7
From the time the Proposals are opened to the time the
Contract is awarded, the Bidders should not contact the
CERSAI on any matter related to its Pre-Qualification,
Technical and/or Financial Proposals. Any effort by Bidders
to influence the CERSAI in the examination, evaluation,
ranking of Proposals , and recommendation for award of
Contract may result in the rejection of the Bidders' Proposal.
4.8
The CERSAI has constituted a Consultancy Evaluation
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Committee(CEC), which will carry out the entire evaluation
process.
4.9
The CERSAI shall open the Pre-Qualification Proposal
immediately after the deadline for their submission. The
envelopes with the Technical Proposal and Financial
Proposal shall remain sealed and securely stored.
5 Evaluation of Pre- 5.1
Qualification
Proposal
and
Technical
Proposal
The Consultancy Evaluation Committee shall first evaluate
the Pre-Qualification Proposal as per the Pre-Qualification
Criteria detailed in Para 4.1 of Part II: Data Sheet. The CEC
while evaluating the Pre-Qualification Proposals shall have
no access to the Technical and Financial Proposals until the
Pre-Qualification evaluation is concluded and the competent
authority accepts the recommendation. The PreQualification Proposal shall be evaluated based on the
information provided in the Standard Forms (Section 3) and
the supporting documents.
5.2
The Technical Proposal of only those bidders, who qualify
in the evaluation of the pre-qualification proposals, shall be
opened.The Consultancy Evaluation Committee while
evaluating the Technical Proposals shall have no access to
the Financial Proposals until the technical evaluation is
concluded and the competent authority accepts their
recommendation.
5.3
The CEC shall evaluate the Technical Proposals on the basis
of their responsiveness to the Terms of Reference and by
applying the evaluation criteria and sub-criteria specified in
the Data Sheet. In the first stage of evaluation , a Proposal
shall be rejected if it is found deficient as per the
requirement indicated in the Data Sheet for responsiveness
of a proposal. Only responsive proposals shall be further
taken up for evaluation. Evaluation of the Technical
Proposal will be done and at this stage the Financial
Proposals will remain unopened. Bidders shall make
presentation to Consultancy Evaluation Committee that will
also be evaluated. The qualification of the Bidder and the
evaluation criteria for the Technical Proposal shall be as
defined in the Data Sheet. Each responsive Proposal will be
given a technical score (St). A Proposal shall be rejected at
this stage if it does not respond to important aspects of the
RFP and particularly the Terms of Reference or if it fails to
achieve the minimum technical score indicated in the Data
Sheet.
Public Opening 5.4
and Evaluation
of
Financial
Proposals
-
Financial Proposals of only those entities who are
technically qualified shall be opened publicly on the date
&time specified on the Data Sheet, in the presence of the
Bidders’ representatives who choose to attend. The name of
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QCCBS
Selection
Procedure
the Bidders, their technical score (if required) and their
Financial Proposal shall be read aloud.
5.5
The Consultancy Evaluation Committee will correct any
computational errors. When correcting computational
errors, in case of discrepancy between a partial amount and
the total amount, or between word and figures the former
will prevail. In addition to the above corrections, the items
described in the Technical Proposal but not priced, shall be
assumed to be included in the prices of other activities or
items. In case an activity or line item is quantified in the
Financial Proposal differently from the Technical Proposal,
(i) if the Time-Based form of contract has been included in
the RFP, the Consultancy Evaluation Committee shall
correct the quantification indicated in the Financial Proposal
so as to make it consistent with that indicated in the
Technical Proposal, apply the relevant unit price included in
the Financial Proposal to the corrected quantity and correct
the total Proposal cost, (ii) if the Lump-Sum form of
contract has been included in the RFP, no corrections are
applied to the Financial Proposal in this respect.
5.6
In the QCCBS method of selection of Bidder, the lowest
evaluated Financial Proposal will be given the maximum
financial score (Sf) of 100 points. The financial scores (Sf)
of the other Financial Proposals will be computed as
indicated in the Data Sheet. Proposals will be ranked
according to their combined technical (St) and financial (Sf)
scores using the weights (T = the weight given to the
Technical Proposal; P = the weight given to the Financial
Proposal; where T + P = 1) indicated in the Data Sheet: S
(or the combined technical and financial score) = St x T% +
Sf x P%. The entity achieving the highest combined
technical and financial score will be invited for
negotiations.
6. Negotiations
6.1
Negotiations will be held at the address of the CERSAI
mentioned in the Data Sheet. The invited Bidder will, as a
pre-requisite for attendance at the negotiations, confirm
availability of all professional staff. Failure in satisfying
such requirements may result in the CERSAI proceeding to
negotiate with the next-ranked Bidder. Representatives
conducting negotiations on behalf of the Bidder must have
written authority to negotiate and conclude a Contract.
Technical
negotiations
6.2
Negotiations will include a discussion of the Technical
Proposal, the proposed technical approach and methodology,
work plan, and organization and staffing, and any
suggestions made by the Bidder to improve the Terms of
Reference. The CERSAI and the successful Bidder will
finalize the Terms of Reference, staffing schedule, work
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schedule, logistics, and reporting. These documents will then
be incorporated in the Contract as “Description of Services”.
Special attention will be paid to clearly defining the inputs
and facilities required from the CERSAI to ensure
satisfactory implementation of the Assignment. The
CERSAI shall prepare minutes of negotiations, which will
be signed by the CERSAI and the successful Bidder.
Financial
negotiations
6.3
After the technical negotiations are over, financial
negotiations should be carried out in order to reflect any
change in financials due to change in scope of work or due
to clarification on any aspect of the Technical Proposal
during the technical negotiations. Under no circumstances,
should the financial negotiation result in an increase in the
price originally quoted by the Bidder. Unless there are
exceptional reasons, the financial negotiations will not
cover either the remuneration rates for staff or other
proposed unit rates. For other methods, the Bidder will
provide the CERSAI with the information on remuneration
rates described in the form FIN-3 of Section 5 - Financial
Proposal - Standard Forms of this RFP
Availability
Professional
staff/experts
of 6.4
Having selected the Bidder on the basis of, among other
things, an evaluation of proposed professional staff,
CERSAI expects to negotiate a Contract on the basis of the
Personnel named in the Proposal. Before contract
negotiations, CERSAI will require assurances that the
Personnel will be actually available. CERSAI will not
consider substitutions during contract negotiations unless
both parties agree that undue delay in the selection process
makes such substitution unavoidable or for reasons such as
death or medical incapacity. If this is not the case and if it is
established that Personnel were offered in the proposal
without confirming their availability, the Bidder may be
disqualified. Any proposed substitute shall have equivalent
or better qualifications and experience than the original
candidate and be submitted by the Bidder within the period
of time specified in the letter of invitation to negotiate.
Conclusion
of 6.5
the negotiations
Negotiations will conclude with a review of the Contract.
To complete negotiations the CERSAI and the Bidder will
initial the agreed Contract. If negotiations fail, the CERSAI
will invite the Bidder whose Proposal received the second
highest score to negotiate a Contract.
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7. Award
Contract
8. Confidentiality
of 7.1
After completing negotiations, the CERSAI shall issue a
letter of intent to the selected Bidder, and promptly notify
all Bidders who have submitted proposals about the
decision taken.
7.2
The selected Bidder will sign the Contract after fulfilling all
the formalities/pre-conditions mentioned in the standard
form of contract in Section-7, within 15 days of issuance of
the letter of intent.
7.3
The Consultant is expected to commence the assignment on
the date specified in the Part II Data Sheet.
8.1
Information relating to evaluation of Proposals and
recommendations concerning awards shall not be disclosed
to the Bidders who submitted the Proposals or to other
persons not officially concerned with the process, until the
publication of the award of Contract. The undue use by any
Bidder of confidential information related to the process
may result in the rejection of its Proposal.
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Instructions to Bidders
PART II:Data Sheet
Paragraph
Reference
1.1
Party issuing RFP:Central Registry of Securitisation Asset Reconstruction
and Security Interest of India (CERSAI)
Method of selection: Pre-Qualification of eligible consultants followed by
Quality cum Cost Based Selection [QCCBS]
1.2
Name of the Assignment: “Consultancy Services for Data Quality
Assessment of CERSAI”
1.3
The Proposal submission address is:
Central Registry of Securitisation Asset Reconstruction and Security
Interest of India (CERSAI)
5th floor, MTNL Telephone Exchange Building, 8, Bhikaji Cama Place,
New Delhi – 110066
Proposal (Pre-qualification Proposal, Technical Proposal and Financial
Proposals in three separate sealed envelopes, EMD, and Tender Fee) must be
submitted not later than the following date and time:
Date: 04.02.2014
Time: 14:00 hrs.
1.4
A pre-proposal conference will be held at 11 a.m. on 28.01.2015 at CERSAI,
New Delhi.
The representative of CERSAI is:
Biswajit Patra
Chief Manager (IT)
Phone number: 011 - 26168581
Email address: cmit@cersai.org.in
1.5
Proposals must remain valid for 90 days from the submission date.
1.6
Clarifications may be requested not later than 7 days before the submission
date.
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The address for requesting clarifications is:
Biswajit Patra
Chief Manager (IT)
Phone number: 011 - 26168581
Email address: cmit@cersai.org.in
1.7
The estimated tenure of Contract: Fixed price fixed term Contract for a period
of 6 months
2.1
The formats for the Pre-Qualification Proposal to be submitted are:
Pre-Qual Form 1 – Pre-Qualification Proposal Submission Form
Pre-Qual Form 2 – Consultant’s Organization & Requisite Experience
The formats of the Technical Proposal to be submitted are:
Form Tech 1: Letter of Proposal submission
Form Tech 2: Bidder’s organization & experience
Form Tech 3: Comments & suggestions on TOR
Form Tech 4: Approach & methodology
Form Tech 5: Team composition
Form Tech 6: Curriculum vitae
Form Tech 7: Staffing Schedule
Form Tech 8: Work Schedule
Form Tech 9: Comments / modifications suggested on contract.
Form Tech 10: Information regarding any conflicting activities and
declaration thereof
3.1
Consultant must submit the following:
a) Original and 1 duplicate hard copy and 1 Soft Copy (on a nonrewriteable CD) of the Pre-Qualification Proposal
b) Original and 1 duplicate hard copy and 3 soft copies (on a nonrewriteable CD) of the Technical Proposal, and
c) Only the Original of the Financial Proposal
4.1
Pre-Qualification Criteria
The Technical Proposals of only those Bidders who meet the Pre-qualification
Criteria will be opened. Bidders failing to meet these criteria or not submitting
requisite proof for supporting pre-qualification criteria are liable to be rejected
summarily.
(i) The Bidder and in the event of the Joint Venture, the Lead Member must be
a reputable and experienced company operating in the field of professional
consultancy services/ data purification, registered under the Companies Act for
the last 3 years.
(ii) The Bidder must have completed at least 3 consultancy assignments of a
similar nature in data quality assessment, data purification and design of data
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quality systems in the government, banking or financial sector with a
consultancy value of at least Rs. 10 lakhs each.
(iii) The Bidder should not have been black listed by any state or Central
Government or public sector undertaking or regulatory body in India.
(iv) No proceeding for winding up or restructuring of the Bidder should be
pending in any court of law or any other forum.
(iv) The Bidder should not have any conflict of interest with the Terms of
Reference and should not have been, directly or indirectly, associated with the
creation of data of which quality assessment is sought to be carried out by
CERSAI under the Assignment.
Bids failing to meet the Pre-qualification Criteria or not submitting requisite
proof in support thereof as mentioned in Para 4.1 of Part II Data Sheet are
liable to be considered as non-responsive and rejected summarily.
The list of mandatory supporting documents to be submitted are:
a) Proof of registration of the Bidder and in case of the Joint Venture, of
the Lead Member.
b) Audited Balance Sheet for the last three financial years of the Bidder
and the members of the Joint Venture, if any.
c) In the case of a Joint Venture, the agreement entered into by the
members of the Joint Venture. Such agreement should clearly provide
authority to the Lead Member on behalf of all the members.
d) Work order/ completion certificate/ client certificate for previous
experience cited in Pre-Qual Form-2 B(it is mandatory to provide value
of consulting assignment) of the Bidder and the members of the Joint
Venture, if any.
5.1
Criteria, sub-criteria, and point system for the Detailed Evaluation of
Technical Proposals are:
(i) Relevant Experience: 35 points
Sl.
No
1
2
3
Criteria
Previous experience of bidder in data quality assessment
Previous experience of bidder in designing data quality management
systems
Total Score for Criterion (i)
Points
20
15
35
(ii) Adequacy of the proposed methodology and work plan: 30 points
Sl.
No
1
Criteria
Technical approach and methodology
a) Approach and methodology for the data quality assessment
b) Approach for remedial actions and data quality management system
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Points
24
8
8
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2
3
4
c) Coverage of entire scope of work
Assignment plan
Organization &staffing plan
Total Score for Criterion (ii)
8
3
3
30
(iii) Key professional staff qualifications and competence for the Assignment: 20 points
The evaluation of the key professional staff shall be determined based on the profiles
submitted in form TECH-6 considering the following sub-criteria:
1) General qualifications
a) Educational qualification and training
b) Number of years of consulting experience
2) Competency and adequacy
a) Area of specific expertise relevant to the Assignment
b) Adequate involvement in the Assignment
(iii) Technical presentation: 15 points
Total points for the above criteria (i), (ii), (iii):
100
St = Total points obtained for the above criteria (i), (ii), (iii)
The minimum technical score St required to pass is:70 Points
5.2
The formula for determining the technical score is as follows:
St = (100 x T / Tm), in which St is the normalized technical score, Tm is the
highest technical score and T is the technical score of the proposal under
consideration.
The formula for determining the financial scores is the following:
Sf = 100 x Fm / F, in which Sf is the financial score, Fm is the lowest price and
F the price of the proposal under consideration.
The weights given to the Technical and Financial Proposals are:
T =0.75; and P = 0.25
6.1
Expected date and address for contract negotiations:
Date to be communicated later.
Address:
CERSAI,
5th Floor, MTNL Building,
8, Bhikaji Cama Place,
New Delhi - 110066.
7.1
Expected date and place for commencement of consulting services:
Date to be communicated later.
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Section 3:Pre-Qualification Proposal - Standard Forms
Refer to Reference Paragraph 2.1 of the Data Sheet for format of Pre-Qualification Proposal
to be submitted, and paragraph 1.7 of Section 2 of the RFP for Standard Forms required and
number of pages recommended.
Pre-Qualification Proposal
PRE-QUAL FORM 1 – Pre-Qualification Proposal Submission Form
PRE-QUAL FORM 2 – Bidder’s Organization and Requisite Experience
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PRE-QUAL FORM-1:PRE-QUALIFICATION PROPOSAL SUBMISSION FORM
To:
The Chief Operating Officer
Central Registry of Securitisation Asset Reconstruction and Security Interest of India
(CERSAI)
5th floor, MTNL Telephone Exchange Building,
8, Bhikaji Cama Place,
New Delhi – 110066
Dear Sir:
We, the undersigned, offer to provide Consultancy Services for Data Quality
Assessment of the CERSAIin accordance with your Request for Proposal dated
our Proposal dated
and
.We are hereby submitting our Proposal, which includes this Pre-
Qualification Proposal, and a Technical Proposal and Financial Proposal sealed in separate
envelopes.
We are submitting our Proposal in association with: [Insert a list with full name and
address of each member of the Joint Venture]1 as a Joint Venture confirming joint and several
liability (strike out which ever is inapplicable).
We hereby confirm that we have read and understood the Standard Terms and
Conditions of the RFP and all the documents attached therewith. We hereby declare that all
the information and statements made in this Pre-Qualification Proposal are true and correct
and agree that any false or misleading statement contained in it or declaration made may lead
to our disqualification.We undertake, if our Proposal is accepted, to initiate the consulting
services related to the assignment not later than the date indicated in Paragraph Reference 7.1
of the Data Sheet.
We understand you are not bound to accept any Proposal you receive.
We remain,
Yours sincerely,
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Authorized Signature [In full and initials]:
Name and Title of Signatory:
Name of Entity:
Address:
Location:_____________________________________Date: _______________
1 [Delete in case no association is foreseen.]
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PRE-QUAL FORM-2:BIDDER’S ORGANIZATION AND EXPERIENCE
A - Bidder’s Organization
[Provide here a brief description of the background and organization of your entity and each
associate entity for this assignment. Also provide a brief description on the ownership details,
date and place of incorporation of the entity, objectives of the entity etc. Apart from this, also
provide information on the Annual Turnover of the entity for the last 3 financial years and the
number of professional staff with your entity as required in the form below]
Single Bidder or Consortium? ……………………..
Organization and Financial Information
Form A 1: Details of the Organization–Bidder
Name
Date of Incorporation
Date of Commencement of Business
Address of the Headquarters
Address of the Registered Office in India
Area of expertise with respect to this
Assignment
Contact details (name, address, phone no. and
email)
Form A 2: Details of the JVmember (in case of JV bid)
Name
Date of Incorporation
Date of Commencement of Business
Address of the Headquarters
Address of the Registered Office in India (if
applicable)
Area of expertise with respect to this
Assignment
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Form A 3: Financial Information –Bidder*
FY
FY
FY
Revenue (in INR crores)
Profit Before Tax (in INR crores)
Revenue from IT Advisory/ IT
Consulting (in INR crores)
Other Relevant Information
* Do not include the revenue or PBT of the JV Partner
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B – Bidder Entity’s Experience–Relevant Experience Citations
[Using the format below, provide information on each assignment for which your entity was
legally contracted for carrying out consulting services similar to those requested under this
assignment. Bidders should provide all the details (including documentary evidence like copy
of work order/ contract document/ completion certificate from customer/ certificate from
auditor/ other customer testimonials including video along with supporting certificate from
auditors) as required in the form. Please provide citations of 3 consultancy assignments of a
similar nature in data quality assessment, data purification and design of data quality
systems in the government, banking or financial sector with a consultancy value of at least
Rs. 10 lakhs each. In case, information required by the CERSAI is not provided by the
Bidder, the CERSAI shall proceed with evaluation based on the information provided without
requesting the Bidder for further information. Hence, responsibility for providing information
as required in this form lies solely with Bidder.]
Assignment name:
Approx. Value of Contract: (Mandatory field)
(Mention contract value in INR)
Country:
Location within country:
Name of employer:
Duration of assignment (months):
Address:
Approx. value of the services provided by your entity
under the contract (in INR):
No of professional staff-months provided:
Total No. of staff-months of the assignment:
Start date (month/year):
Completion date (month/year):
Employer Reference and Contact Name of senior professional staff of your entity involved
Details:
&functions performed (indicate most significant
profiles):
Narrative description of Assignment:
Description of actual services provided by your staff within the assignment:
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Section 4: Technical Proposal - Standard Forms
Refer to Reference Paragraph 2.1 of the Data Sheet for formats of Technical Proposal to be
submitted, and paragraph 3.4 of Section 2 of the RFP for Standard Forms required and
number of pages recommended.
Technical Proposal
TECH-1
Technical Proposal Submission Form
TECH-2
Bidder’s Organization and Experience
A Bidder’s Organization
B, C Bidder’s Experience
TECH-3
Comments or Suggestions on the Terms of Reference
TECH-4
Description of the Approach, Methodology and Work Plan for Performing the
Assignment
TECH-5
Team Composition and Task Assignments
TECH-6
Curriculum Vitae (CV) for Proposed Professional Staff
TECH-7
Staffing Schedule
TECH-8
Work Schedule
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FORM TECH-1TECHNICAL PROPOSAL SUBMISSION FORM
To:
The Chief Operating Officer
Central Registry of Securitisation Asset Reconstruction and Security Interest of India
(CERSAI)
5th floor, MTNL Telephone Exchange Building, 8, Bhikaji Cama Place,
New Delhi – 110066
Dear Sir:
We, the undersigned, offer to provide consultancy services for Data Quality
Assessment of the CERSAIin accordance with your Request for Proposal dated <date>and
our Proposal. We are hereby submitting our Proposal, which includes this Technical Proposal,
and a Financial Proposal sealed in a separate envelope.
We are submitting our Proposal in association with: [Insert a list with full name and
address of each associated member of the Joint Venture]1 as a Joint Venture confirming joint
and several liability (strike out which ever is inapplicable).
We hereby confirm that we have read and understood the Standard Terms and
Conditions of the RFP and all the documents attached therewith. We hereby declare that all
the information and statements made in this Proposal are true and correct and agree that any
false or misleading statement contained in it or declaration made may lead to our
disqualification.
If negotiations are held during the period of validity of the Proposal, i.e., before the
date indicated in Paragraph Reference 1.5 of the Data Sheet, we undertake to negotiate on the
basis of the proposed staff. Our Proposal is binding upon us and subject to the modifications
resulting from Contract negotiations.
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We undertake, if our Proposal is accepted, to initiate the consulting services related to
the assignment not later than the date indicated in Paragraph Reference 7.1 of the Data Sheet.
We understand you are not bound to accept any Proposal you receive.
We remain,
Yours sincerely,
Authorized Signature [In full and initials]:
Name and Title of Signatory:
Name of Entity:
Address:
Location:_____________________________________Date: _______________
1 [Delete in case no association is foreseen.]
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FORM TECH-2BIDDER’S ORGANIZATION AND EXPERIENCE
A - Bidder’s Organization
[Provide here a brief description of the background and organization of your entity. Also
provide a brief description on the ownership details, date and place of incorporation of the
entity, objectives of the entity etc.]
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B – Bidder Entity’s Experience – Data Quality Assessment
[Using the format below, provide information on each assignment for which your entity was
legally contracted for carrying out consulting services as requested under this assignment.
Bidder should provide all the details (including documentary evidence like copy of work
order/ contract document/ completion certificate from customer/ certificate from auditor/
other customer testimonials including video along with supporting certificate from auditors)
as required in the form. Please provide citations of maximum 3 relevant completed
consultancy Assignments (with consultancy cost above Rs. 10 lakh) covering data quality
assessment for collateral registries, banks, micro-finance institutions (MFIs), credit
bureaus, government registries, etc., covering the scope of work as defined in this RFP. In
case, information required by the CERSAI is not provided by the Bidder, the CERSAI shall
proceed with evaluation based on information provided without requesting the Bidder for
further information. Hence, responsibility for providing information as required in this form
lies solely with Bidder.]
Assignment name:
Approx. Value of Contract: (Mandatory field)
(Mention contract value in INR or provide range values:
Country:
Location within country:
Name of employer:
Duration of assignment (months):
Address:
Approx. value of the services provided by your entity
under the contract (in INR):
Total No. of staff-months of the assignment:
Start date (month/year):
No of professional staff-months provided:
Completion date (month/year):
Employer Reference and Contact Name of senior professional staff of your entity involved
Details:
and functions performed (indicate most significant
profiles):
Narrative description of Assignment:
Description of actual services provided by your staff within the assignment:
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C – Bidder Entity’s Experience – Design of Data Quality Management
Systems for Governments, Credit Bureaus, Banks, etc.
[Using the format below, provide information on each assignment for which your entity was
legally contracted for carrying out consulting services as requested under this assignment.
Bidder should provide all the details (including documentary evidence like copy of work
order/ contract document/ completion certificate from customer/ certificate from auditor/
other customer testimonials including video along with supporting certificate from auditors)
as required in the form. Please provide citations of maximum 2 relevant completed
consultancy Assignments (with consultancy cost above Rs. 10 lakhs) covering design of
data quality management systems for banks, credit bureaus, MFIs, governments, etc. In
case, information required by CERSAI is not provided by the Bidder, CERSAI shall proceed
with evaluation based on information provided without requesting the Bidder for further
information. Hence, responsibility for providing information as required in this form lies
solely with Bidder.]
Assignment name:
Approx. Value of Contract: (Mandatory field)
(Mention contract value in INR or provide range values:
Country:
Location within country:
Name of employer:
Duration of assignment (months):
Address:
Approx. value of the services provided by your entity
under the contract (in INR):
Total No. of staff-months of the assignment:
Start date (month/year):
No. of professional staff-months provided:
Completion date (month/year):
Employer Reference and Contact Name of senior professional staff of your entity involved
Details:
and functions performed (indicate most significant
profiles):
Narrative description of Assignment:
Description of actual services provided by your staff within the assignment:
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FORM TECH-3 COMMENTS
REFERENCE
AND
SUGGESTIONS
ON THE
TERMS
OF
[Suggest and justify here any modifications or improvement to the Terms of Reference you
are proposing in carrying out the assignment (such as deleting some activity you consider
unnecessary, or adding another, or proposing a different phasing of the activities).Such
suggestions should be concise and to the point, and incorporated in your Proposal.]
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FORM TECH-4 DESCRIPTION OF APPROACH, METHODOLOGY
WORK PLAN FOR PERFORMING THE ASSIGNMENT
AND
[Technical approach, methodology and work plan are key components of the Technical Proposal. You
are suggested to present your Technical Proposal divided into the following three chapters:
a) Technical Approach and Methodology,
b) Work Plan, and
c) Organization and Staffing,
a) Technical Approach and Methodology. In this chapter you should explain your understanding of
the objectives of the assignment, approach to the services, details of the secondary and primary
research methodologies, and methodology for carrying out the activities and obtaining the
expected output, and the degree of detail of such output. You should highlight the problems being
addressed and their importance, and explain the technical approach you would adopt to address
them. You should also explain the methodologies including approaches for determining optimum
sample size and geographical coverage that you propose to adopt for the data quality assessment
activities and highlight the compatibility of those methodologies with the proposed approach.
b) Work Plan. In this chapter you should propose the main activities of the assignment, their content
and duration, phasing and interrelations, milestones (including interim approvals by the
CERSAI), and delivery dates of the reports. The proposed work plan should be consistent with the
technical approach and methodology, showing understanding of the TOR and ability to translate
them into a feasible working plan. A list of the final documents, including reports, drawings, and
tables to be delivered as final output, should be included here. The work plan should be consistent
with the Work Schedule.
c) Organization and Staffing. In this chapter you should propose the structure and composition of
your team. You should list the main disciplines of the assignment, the key experts responsible, and
proposed technical and support staff. The support staff profiles shall be different from key
professional staff. The details of these resources shall be given in Form TECH-5
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FORM TECH-5TEAM COMPOSITION
AND
TASK ASSIGNMENTS
FOR
ASSIGNMENT
1. Professional Staff
Name of Staff
Area
Expertise
of Position
Assigned
Task Assigned
2. Support Staff
Name of Staff
Area
Expertise
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of Position
Assigned
Task Assigned
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FORM TECH-6 CURRICULUM
VITAE
PROFESSIONAL STAFF
(CV)
FOR
PROPOSED
1. Proposed Position [only one candidate shall be nominated for each position Expert]:
2. Name of Entity[Insert name of entity proposing the staff]:
3. Name of Staff [Insert full name]:
4. Date of Birth:
Nationality:
5. Education[Indicate college/university and other specialized education of staff member, giving names of
institutions, degrees obtained, and dates of obtainment]:
6. Total No. of years of experience:
7. Total No. of years with the entity:
8. Areas of expertise and no. of years of experience in this area (as required for the
position - mandatory):
9. Certifications and Trainings attended:
10. Details of Involvement in Assignments listed in FORM TECH-2 B, C (only if involved in
the same):
11.Languages [For each language indicate proficiency :good , fair ,or poor in speaking, reading, and
writing] :
12.Membership of Professional Associations:
13. Employment Record [Starting with present position, list in reverse order, giving for each employment
(see format here below): dates of employment, name of employing organization, positions held. Past
employment that is not relevant to the assignment does not need to be included.]:
From[Year]:
To[Year]:
Employer:
Positions held:
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14. Detailed Tasks
Assigned
15. Relevant Work Undertaken that Best Illustrates
the experience as required for the Role (provide
maximum of 6 citations of 10 lines each)
[List all tasks to be
performed under
this
assignment]
[List the deliverables under
this assignment in which
the proposed will be
involved]
[Among the assignments in which the staff has been
involved, indicate the following information for
those assignments that best illustrate staff capability
to handle the tasks listed under point 14 and as
required for the role as listed in ‘List of the key
professional positions whose CV and experience
would be evaluated’.]
Name of assignment or Assignment:
Year:
Location:
Employer:
Main Assignment features:
Positions held:
Value of Assignment(approximate value or range
value): __________
Activities performed:
16. Certification:
I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly
describes my qualifications, my experience, and myself. I understand that any wilful
misstatement described herein may lead to my disqualification or dismissal, from the
assignment if engaged.
Date:
[Signature of staff member or authorized representative of the staff]
Day/Month/Year
Full name of authorized representative:
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FORM TECH-7STAFFING SCHEDULE FOR ASSIGNMENT
No
Name of Staff
Total staff
man-months
proposed
Staff input in weeks (in the form of a bar chart)2
1
2
3
4
5
6
7
8
9
10
11
1
2
3
N
Subtotal
Total
1
For Professional Staff the input should be indicated individually; for Support Staff it should be indicated by category
2
Weeks are counted from the start of the assignment.
3.Full time input Part time input
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12
n
Total
RFP – Consultancy Services for Data Quality Assessment of CERSAI
FORM TECH-8WORK SCHEDULE (ASSIGNMENT MANAGEMENT PLAN)
No
Activity1
Months2
1
2
3
4
5
6
7
8
9
10
11
12
n
1
2
3
4
5
N
1
2
Indicate all main activities of the assignment, including delivery of reports (e.g.: inception, interim, and final reports), and other benchmarks such as Employer approvals.
For phased assignments indicate activities, delivery of reports, and benchmarks separately for each phase.
Duration of activities shall be indicated in the form of a bar chart.
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FORM TECH-9 COMMENTS/ SUGGESTIONS ON CONTRACT
[Here the Bidder may mention any suggestion / views on the draft contract attached with the RFP
document. This information shall be used at the time of the negotiations. However, the CERSAI is not
bound to accept any/all modifications sought and may reject any such request of modification.]
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FORM TECH-10 INFORMATION
REGARDING
ANY
CONFLICTING
ACTIVITIES, RELATIONSHIP& DECLARATIONS THEREOF
Are there any activities carried out by your entity or group company or any member of the Joint
Venturewhichareofconflictingnatureasmentionedinpara1.9ofSection2.If
yes,
please
furnish
details of any such activities.
If no, please certify,
We hereby declare that we as an entity ,our affiliates or any of the member of the Joint Venture
have no conflict of interest as mentioned under para 1.9 of Section 2.We also acknowledge that
in case of misrepresentation of the information, our proposals / contract shall be rejected /
terminated by the CERSAI which shall be binding on us.
Authorized Signature [In full and initials]:
Name and Title of Signatory:
Name of Entity:
Address:
Location:_____________________________________Date: _______________
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Section 5:Financial Proposal - Standard Forms
[Comments in brackets [] provide guidance to the Bidders for the preparation of their
Financial Proposals; they should not appear on the Financial Proposals to be submitted.]
Financial Proposal Standard Forms shall be used for the preparation of the Financial
Proposal according to the instructions provided under para. 5.4 of Section 2.
FIN-1
Financial Proposal Submission Form
FIN-2
Summary of Costs
FIN-3
Breakdown of Remuneration
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FORM FIN-1FINANCIAL PROPOSAL SUBMISSION FORM
To:
The Chief Operating Officer
Central Registry of Securitisation Asset Reconstruction and Security Interest of India
5th floor, MTNL Telephone Exchange Building, 8, Bhikaji Cama Place,
New Delhi – 110066
Dear Sir:
We, the undersigned, offer to provide consultancy services for Data Quality
Assessment of the CERSAIin accordance with your Request for Proposal dated
<date>and our Technical Proposal. Our attached Financial Proposal is for the sum of
[Insert amount(s) in words and figures].The amount of the local taxes, as
identified/estimated is shown in the summary separately.
We hereby confirm that we have read and understood the Standard Terms and
Conditions of the RFP and all the documents attached therewith and fully understand
implications thereof.
Our Financial Proposal shall be binding upon us subject to the modifications
resulting from Contract negotiations, up to expiration of the validity period of the
Proposal, i.e. before the date indicated in Paragraph Reference 1.5 of the Data Sheet.
We hereby certify that we have taken steps to ensure that no person acting for us
or on our behalf will engage in bribery.We undertake that, in competing for (and, if the
award is made to us, in executing) the above contract, we will strictly observe the laws
against fraud and corruption in force in India namely “Prevention of Corruption Act,
1988”.
We understand you are not bound to accept any Proposal you receive.
We remain,
Yours sincerely,
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Authorized Signature [In full and initials]:
Name and Title of Signatory:
Name of Entity:
Address:
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FORM FIN-2SUMMARY OF COSTS
Financial Proposal for providing Consultancy services
Item
Costs
In INR
1. Total Costs of Financial Proposal for providing consultancy services
including comprehensive and practical data quality management system
2. Out of Pocket expenses (OPE’s)
3. Taxes and other duties {insert each type of tax separately}
Total Amount of Financial Proposal for providing consultancy services
(including taxes)
* Out of Pocket expenses (OPEs) (expenses like all travel costs, accommodation expenses etc. and
other miscellaneous expenses which are directly chargeable to the Assignment and built into the total
Assignment cost)
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FORM FIN-3BREAKDOWN OF REMUNERATION
(This Form FIN-3 shall only be used when the Lump-Sum Form of Contract has been
included in the RFP. Information to be provided in this Form shall only be used to establish
payments to the Bidder for possible additional services requested by CERSAI)
Name2
Position3
Staff-month
Rate(A)4
Proposed total
Total Amount
No. of Manin INR (A*B)
months (B)
Key Professionals
Support Staff
1
2
3
4
Form FIN-3 shall be filled in for the same professional staff (to be indicated by name) and support staff (to
be indicated by category) listed in Form TECH-7.
Professional staff and support staff should be indicated individually
Positions of the professional staff shall coincide with the ones indicated in Form TECH-5
Indicate separately staff-month rate
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Section 6: Terms of Reference
1. Introduction
The Central Registry of Securitisation Asset Reconstruction and Security Interest of India
(CERSAI) maintains and operates a web-based IT system for registering transactions of
securitization and asset reconstruction of financial assets and creation of security interests
over property through equitable mortgage and creation of security interest on account
receivables through factoring, as defined in the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) and Factoring Act,
2011 respectively (Central Registry).
The Central Registry has been operational since 2011, and till date banks and financial
institutions have used the platform for filing over 12 million registrations of transactions of
securitisation, asset reconstruction and security interests of equitable mortgages. Besides it
also provides a platform to the Factoring Companies and Banks for registering their
transactions of Assignment of Debt ( Factoring Transactions) under the Factoring Regulation
Act 2011.
The Central Registry also provides a facility for the general public to search and inspect the
records maintained by the Registry on payment of fees (as prescribed under the Securitisation
and Reconstruction of Financial Assets and Enforcement of Security Interest (Central
Registry) Rules, 2011).
2. Background of the CERSAI
Since the start of its operations in March 2011, the CERSAI system has expanded
significantly. There are nearly 150,000 registered users on the system (a CAGR of 33%) with
over 12 million records entered as of date (at a CAGR of 80%).
The scope of the system has also expanded from its initial brief of recording transactions of
creation of equitable mortgages on immovable properties and registration of transactions of
asset reconstruction and securitization to registration of assignment of receivables (the latter
under the Factoring Regulation Act 2011).
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Table 1: Registration of equitable mortgages on the CERSAI
REGISTRATION STATUS
31-03-2012
31-03-2013
31-03-2014
31-12-2014
Number of registrations (new)
1,066,840
2,400,650
4,014,190
5,614,045
Number of registrations (subsisting)
2,188,342
5,856,965
6,477,070
6,782,431
Total number of registrations carried out
3,255,182
8,257,615
10,491,260
12,396,476
76,046
113,426
134,864
161,833
Number of users registered
Table 2: Registration of factoring transactions on the CERSAI
REGISTRATION STATUS
Number of registrations carried out
Number of users registered
31-03-2013
31-03-2014
31-12-2014
1722
5431
7343
72
77
93
Tata Consultancy Services (TCS) is the current vendor to the CERSAI for the Central
Registry IT system.
The CERSAI understands that the effectiveness of the search facility depends on the quality
of data that exists in the Central Registry and poor data quality presents a huge risk to the
operations of the registry. In this context, the CERSAI has identified that it is necessary to
carry out a comprehensive Data Quality Assessment that will provide an accurate picture of
the state of the data in the Central Registry and also provide a roadmap for improvement.
3. Need and Objectives of the Assignment
The CERSAI understands that the effectiveness of the search facility depends on the quality
of data that exists in the Central Registry and poor data quality presents a huge risk to the
operations of the registry. In this context, the CERSAI has identified that it is necessary to
carry out a comprehensive Data Quality Assessment that will provide an accurate picture of
the state of the data in the Central Registry and also provide a roadmap for improvement.
The main objective of this Assignment is to conduct a comprehensive diagnostic assessment
of the quality of data within the CERSAI IT System and provide recommendations and
roadmap for a data quality management system.
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Data quality in this context is broadly defined as the state of accuracy, completeness, validity,
consistency, timeliness, uniqueness and confidentiality that makes data appropriate for a
specific use.
The Assignment will require extensive engagement with the CERSAI, Banks, Factors, and
other financial institutions to understand various data quality issues that exist in the IT
System including visits to the above institutions to understand their data entry processes and
systems.
The selected Consultant is also expected to review existing international standards and best
practices being followed for successful deployment of similar services in India and other
countries and to provide inputs to the CERSAI.
4. Scope of Work
The key tasks of the Assignment inter-alia shall include the following:
A) Analyzing data quality issues
i.
Examining existing data (especially subsisting mortgages) on a sample basis, and
identifying key issues with the data, such as:
a. In what areas did significant number of errors occur?
b. Did certain types of errors occur more frequently than others?
c. What is the best area on which to concentrate efforts so as to get the
greatest improvement in data quality?
ii.
Analyzing common trends and specificities of data quality issues across various
banks and factors, and across geographies
iii.
Identifying data fields that are not being used, analyzing reasons for non-usage,
and assessing impact of non-usage
iv.
Analyzing root causes for data quality problems and the cost impacts connected to
correcting the root causes of data quality problems
B) Reviewing data quality processes
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v.
Propose sample for reviewing data quality control processes followed by the
CERSAI users
vi.
Reviewing the quality control processes followed by banks, factors while
collecting and submitting data into the CERSAI IT system.
vii.
Identifying gaps in data entry processes and data quality management of practices
followed by banks and factors.
viii.
Evaluating processes followed for handling of errors reported by the CERSAI and
validating/ cleaning of data errors reported.
ix.
Analyzing issues for current concerns and limitations including operational issues,
IT and other infrastructure requirements.
C) Recommending areas for improvement
x.
Making recommendations to address data quality issues including changes
required in data entry forms, mandatory fields and data quality control processes.
xi.
Identifying areas for improving search quality, providing mechanisms to clean
data errors, and enhancing ease of data collection.
xii.
Developing metrics and scorecard for data quality characteristics and
conformance measures that are necessary to measure data quality.
xiii.
Providing recommendations on better indexing mechanism for faster searches.
D) Developing remedial measures and action plans for data quality management
xiv.
Developing a comprehensive and practical data quality management system for
the CERSAI IT System with solutions for improving the processes that are used to
create and maintain data to minimize data errors on a continuous basis
xv.
Identifying resources required for ongoing data quality management, both at the
CERSAI and the users’ end.
xvi.
Providing the CERSAI users with methodologies for cleaning up the existing data
in the system and for reducing data entry and data quality issues in the future both at the CERSAI and its users' end.
xvii.
Preparing an After Action Report, to review implementation of the proposed
methodologies/data quality management system at the CERSAI and users’ end
and improvement in data quality metrics thereon.
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5. Deliverables and Timelines
The deliverables and corresponding timelines based on the scope of work are as follows:
S. No.
D1
Deliverable
Inception Report on Assignment design, including:
Timeline
T + 2 weeks
a. Methodology and data points to be analyzed
b. Sampling approach and coverage
c. Report format and structure
D2
Report on data quality assessment including:
T + 6 weeks
a. Analysis of data quality processes and issues
identified
b. Identification and analysis of gaps
c. Data quality scorecard
d. Baseline data quality assessment with current
data quality problems
e. Identification of data that does not conform to
established standards or business rules
D3
Draft Report of recommendations for addressing gaps T + 8 weeks
highlighted in previous deliverable containing
remedial actions – to be shared with key stakeholders
for inputs
D4
Final Report of recommendations after incorporating
T + 12 weeks
stakeholder inputs and including:
a. Remedial actions for addressing gaps
highlighted in previous
b. Roadmap for future improvements, such as the
data quality management system
c. Time-bound action and implementation plan
D5
After Action Report - Report on the data quality
As per action plan
improvements that were implemented, including
proposed by consultant
description of actions taken to improve data quality
and within 6 months
and improvement metrics
from Assignment start
date
T is date of Assignment Kick-off Meeting
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Section 7:Standard Form of Contract and Annexures
STANDARD FORM OF CONTRACT
Consultants’ Services
Lump Sum
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CONTENTS
I.
Form of Contract………….……………………………………………………………………....…
II. General Conditions of Contract………………………………………………… ……….....……....
III. Special Conditions of Contract………………………………………………………….....…….…
IV. Appendices……………….……………………………………………………………………….….
Appendix A………...……………………………………………….……………………….…
Appendix B………….………………………………………………….………………………
Appendix C………….………………………………………………….………………………
Appendix D………….………………………………………………….………………………
Appendix E ………….………………………………………………….………………………
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CONTRACT FOR CONSULTANTS’ SERVICES
Lump-Sum
between
CERSAI
and
[name of the Consultant]
Dated:
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I.Form of Contract
LUMP-SUM
(All notes should be deleted in final text and such other modifications may be made as may
be necessary and agreeable to CERSAI)
This CONTRACT (hereinafter called the “Contract”) is made on the [day] day of the month
of [month], [year], at ………………between, on the one hand Central Registry of
Securitization Asset Reconstruction and Security Interest of India (‘CERSAI’), a
company established under the Companies Act, 1956 and having its registered office at
MTNL Telephone Exchange Building, 05th Floor, 8, Bhikaji Cama Place, New Delhi –
110066,represented by its Chief Operating Officer (hereinafter called the CERSAI) and,
on the other hand, [name and address of Consultant] (hereinafter called the “Consultant”).
[Note: If the Consultant consist of more than one entity, the above should be partially
amended to read as follows:“…(hereinafter called the CERSAI) and, on the other hand, a
joint venture/consortium/ consisting of the following entities, each of which will be jointly
and severally liable to the CERSAI for all the Consultant’s obligations under this Contract,
namely, [name of Consultant] and [name of Consultant] (hereinafter called the
“Consultant”).]
WHEREAS
(a)
the Consultant has represented to the CERSAI that it has the required
professional skills, and personnel and technical resources to provide the
Services on the terms and conditions set forth in this Contract;
(b) Based on the representations made by the Consultant, the CERSAI has agreed to
appoint the Consultant to provide the Services to the CERSAI;
NOW THEREFORE the Parties hereto hereby agree as follows:
1.
The Consultants shall provide the Services to the CERSAI in accordance with
the terms and conditions set out in the Contract.
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2.
In consideration of the Services to be provided by the Consultant, the CERSAI
shall make payments to the Consultants in accordance with the terms and
conditions set out in the Contract.
3.
The mutual rights and obligations of the CERSAI and the Consultant are set out in the
Contract.
4.
The following documents attached hereto shall be deemed to form an integral part of
this Contract:
(a)
The General Conditions of Contract;
(b)
The Special Conditions of Contract;
(c)
The RFP document including the terms of reference and all the amendments
and clarifications issued
(c)
The following Appendices:[Note: If any of these Appendices are not used, the
words “Not Used” should be inserted below next to the title of the Appendix]
Appendix A: Description of Services
Appendix B: Reporting Requirements
Appendix C: Staffing Schedule
Appendix D: Total Cost of Services
Appendix E: Duties of the CERSAI
Appendix F: Form of Advance Payment Guarantee
[Any other document that may be found to be necessary to be added as schedule, appendix or
annexure, by the CERSAI]
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their
respective names as of the day and year first above written.
For and on behalf of [the CERSAI]
[Authorized Representative]
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For and on behalf of [name of Consultant]
[Authorized Representative] 1
[Note: If the Consultant consists of more than one entity, all these entities should appear as
signatories, e.g., in the following manner:]
For and on behalf of each of the Members of the Consultant
[name of member]
[Authorized Representative]
[name of member]
[Authorized Representative]
1
Copy of the board resolution passed by the Consultant may be furnished.
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II. General Conditions of Contract
1. GENERAL PROVISIONS
1.1
Definitions
Unless the context otherwise requires, the following terms whenever
used in this Contract have the following meanings:
(a) "Affiliate" in relation to the Consultant being:
a. a legal person which controls, is controlled by, or is
under the control of such Consultant.
b. A natural person means any person, which controls or is
controlled by such Consultant by a contract or other
instrument.
The term “control” shall mean the beneficial ownership directly or
indirectly of more than 50% (Fifty Percent) of the voting securities
of such entity or controlling the majority of the composition of the
board of directors or power to direct the management or policies or
decision making by contract or otherwise.
(b) “Applicable Law” means the laws and any other instruments
having the force of law in India, or in such other country as may
be specified in the Special Conditions of Contract (SC), as they
may be issued and in force from time to time.
(c) “Assignment” means “Consultancy Services for Data Quality
Assessment of CERSAI” and includes the Services to be
performed by the Consultant pursuant to the Contract.
(d) “Business Day” means the days on which the banks are open for
business in New Delhi.
(e) “Central Government” means the Government of India.
(f) “Central Registry” means the central registry setup pursuant to
Section 20 of SARFAESI for registering transactions of
securitization and asset reconstruction of financial assets and
creation of security interests, in electronic form or otherwise,
with complete application software, IT infrastructure, data center
as well as the disaster recovery center facilities.
(g) “Companies Act” shall mean the (Indian) Companies Act, 1956
and the Companies Act, 2013 and any statutory modification or
re-enactment thereof for the time being in force. Any reference to
specific sections of the Companies Act, 1956 in this RFP and the
Contract shall be deemed to refer, mutatis mutandis, to the
corresponding Sections of the Companies Act 2013, as
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applicable;
(h) “Consultant” means ________(details of Consultant including
the Joint Venture, if relevant)that will provide the Services to the
CERSAI under the Contract.
(i) “Contract” means this Contract signed by the Parties and all the
attached documents including General Conditions (GC), the
Special Conditions (SC), the Appendices and other documents.
(j) “Contract Price” means the price to be paid for the performance
of the Services, in accordance with Clause 6;
(k) “Data Sheet” means an integral part of the Instructions to
Consultants (ITC) used to reflect specific assignment conditions
to supplement, but not to over-write, the provisions of the ITC.
(l) “Effective Date” means the date on which this Contract comes
into force and effect pursuant to Clause GC 2.1.
(m) “Foreign Currency” means any currency other than the currency
of the CERSAI’s country.
(n) “GC” means these General Conditions of Contract.
(o) “Central Government” means the Government of India.
(p) “Lead Member” means _________[in case of Joint Venture, to
name here the member of the Joint Venture which is the main
members of the Joint Venture in whose name the bid is made by
and on behalf of the Joint Venture and which has been authorized
by the Joint Venture members to submit the bid on their behalf
and take all necessary steps including to negotiate the Contract. ]
(q) “Local Currency” means the Indian currency.
(r) “Member” or “Members” means Persons that make up the Joint
Venture.
(s) “Party” means CERSAI or the Consultant, as the case may be,
and “Parties” means both of them.
(t) “Person” or “Persons” means and includes a legal person,
natural person or Joint Venture.
(u) “Personnel” means professionals, experts and support staff
provided by the Consultant assigned to perform the Services or
any part thereof;
(v) “RFP” means the Request for Proposal prepared by the CERSAI
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for the selection of Consultant.
(w) “SC” means the Special Conditions of Contract by which the GC
may be amended or supplemented.
(x) “Services” means the work to be performed by the Consultant
pursuant to this Contract, as described in Appendix A hereto.
(y) “In writing” means communicated in written form with proof of
receipt
1.2
Relationship
Between the
Parties
1.3
Law
Nothing contained herein shall be construed as establishing a
relationship of master and servant or of principal and agent as
between the “CERSAI” and the Consultant. The Consultant, subject
to this Contract, has complete charge of Personnel performing the
Services and shall be fully responsible for the Services performed by
them or on their behalf hereunder.
This Contract shall be governed by and construed in accordance
with the laws of India.
Governing
Contract
1.4
Language
1.5
Notices
1.5.1
This Contract has been executed in English, which shall be the
binding and controlling language for all matters relating to the
meaning or interpretation of this Contract.
Any notice, request or consent required or permitted to be given or
made pursuant to this Contract shall be in writing. Any such notice,
request or consent shall be deemed to have been given or made when
sent by registered post or by email to such Party at the address
specified in the SC.
1.5.2
A Party may change its address for notice hereunder by giving the
other Party notice in writing of such change to the address specified
in the SC.
1.6
Location
The Services shall be performed at such locations as are specified in
Appendix A hereto and, where the location of a particular task is not
so specified, at such locations, as the CERSAI may approve.
1.7
Authority of
Lead
Partner(in
case the
The ________________(details of concerned Parties) hereby
authorize the Lead Member in the SC to act on their behalf in
exercising all the Consultant’s rights and obligations towards the
CERSAI under this Contract, including without limitation the
receiving of instructions and payments from the CERSAI. However,
each member or constituent of Consortium of Consultants shall be
jointly and severally liable for all obligations of the consultant under
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Consultant is a the Contract.
Joint Venture)
1.8
Authorized
Representatives
1.9
Taxes and
Duties
Any action required or permitted to be taken, and any document
required or permitted to be executed under this Contract by the
CERSAI or the Consultant may be taken or executed by the officials
specified in the SC.
The Consultant and its Personnel shall pay such indirect taxes, duties,
fees, and other impositions levied under the Applicable Laws of
India
1.10 Fraud and
Corruption
1.10.1 Definitions
It is the CERSAI’s policy to require that the CERSAI as well as
Consultant observes the highest standard of ethics during the
selection and execution of such contracts. In pursuance of this
policy, the CERSAI:
(a)
Confidential Property of CERSAI
defines, for the purpose of this provision, the terms set forth
below as follows:
(i)
“corrupt practice” means (i) the offering, giving,
receiving, or soliciting, directly or indirectly, of anything
of value to influence the actions of any person connected
with the negotiation process (for avoidance of doubt,
offering of employment to or employing or engaging in
any manner whatsoever, directly or indirectly, any
official of the CERSAI who is or has been associated or
dealt in any manner, directly or indirectly with the
negotiation process or has dealt with matters concerning
the RFP or arising there from, before or after the
execution thereof, at any time prior to the expiry of one
year from the date such official resigns or retires from or
otherwise ceases to be in the service of the CERSAI,
shall be deemed to constitute influencing the actions of a
person connected with the negotiation process); or (ii)
engaging in any manner whatsoever, whether during the
negotiation Process or after the execution of the
agreement, as the case may be, any person in respect of
any matter relating to the assignment, who at any time
has been or is a legal, financial or technical adviser of
the CERSAI in relation to any matter concerning the
RFP or trying to influence in what so ever manner the
members of the Consultancy Evaluation Committee
(CEC), in the selection process or in contract execution;
(ii)
“fraudulent practice” means a misrepresentation or
omission of facts in order to influence a selection
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process or the execution of a contract or negotiation
process;
(iii) “collusive practices” means a scheme or arrangement
between two or more consultants with or without the
knowledge of the CERSAI, designed to establish prices
at artificial, noncompetitive levels;
(iv) “coercive practices” means impairing, harming or
threatening to harm, directly or indirectly, persons or their
property to influence their participation in a procurement
process, or affect the execution of a contract or
negotiation process;
1.10.2 Measures to
be taken by the
CERSAI
(a) The CERSAI may terminate the Contract if it determines at any
time that representatives of the Consultant were engaged in
corrupt, fraudulent, collusive or coercive practices during the
selection process or the execution of that contract, without the
consultant having taken timely and appropriate action satisfactory
to the CERSAI to remedy the situation;
(b) The CERSAI may also sanction against the Consultant, including
declaring the Consultant ineligible, either indefinitely or for a
stated period of time, to be awarded a contract if it at any time
determines that the Consultant has, directly or through an agent,
engaged in corrupt, fraudulent, collusive or coercive practices in
competing for, or in executing an CERSAI -financed contract
(c) The decision on corrupt, fraudulent, collusive or coercive practices
shall be final and binding on the Consultant.
1.10.3 Commissions
and Fees
d)The CERSAI will require the successful Consultant to disclose any
commissions or fees that may have been paid or are to be paid to
agents, representatives, or commission agents with respect to the
selection process or execution of the contract. The information
disclosed must include at least the name and address of the agent,
representative, or commission agent, the amount and currency,
and the purpose of the commission or fee.
2.COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF
CONTRACT
2.1
Effectiveness
of Contract
2.2
This Contract shall come into effect on the date the Contract is signed
by both Parties and such other later date as may be stated in the SC.
The date the Contract comes into effect is defined as the Effective
Date.
If this Contract has not become effective within such time period
after the date of the Contract signed by the Parties as specified in the
of Contract for SC, either Party may, by not less than twenty one (21) days written
notice to the other Party, declare this Contract to be null and void,
Termination
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Failure to
Become
and in the event of such a declaration by either Party, neither Party
shall have any claim against the other Party with respect hereto.
Effective
2.3
Commence-
The Consultant shall begin carrying out the Services not later than
the number of days after the Effective Date specified in the SC.
ment of
Services
2.4
Expiration of
Contract
Unless terminated earlier pursuant to Clause GC 2.3 hereof, this
Contract shall expire at the end of such time period after the
Effective Date as specified in the SC.
This Contract contains all covenants, stipulations and provisions
2.5EntireAgreement agreed by the Parties. No agent or representative of either Party has
authority to make, and the Parties shall not be bound by or be liable
for, any other statement, representation, promise or agreement not set
forth herein.
2.6 Modifications
or Variations
a)Any modification or variation of the terms and conditions of this
Contract, including any modification or variation of the scope of the
Services, may only be made by written agreement / exchange of
letters between the Parties. However, each Party shall give due
consideration to any proposals for modification or variation made by
the other Party.
(b) In cases of substantial modifications or variations, the prior
written consent of the CERSAI is required.
2.7
Force Majeure
2.7.1 Definition
a)For the purposes of this Contract, “Force Majeure” means an event
which is beyond the reasonable control of a Party, is not foreseeable,
is unavoidable and not brought about by or at the instance of the
Party claiming to be affected by such events and which has caused
the non-performance or delay in performance, and which makes a
Party’s performance of its obligations hereunder impossible or so
impractical as reasonably to be considered impossible in the
circumstances, and includes, but is not limited to, war, riots, civil
disorder, earthquake, fire, explosion, storm, flood or other extreme
adverse weather conditions, strikes, lockouts or other industrial
action (except where such strikes, lockouts or other industrial action
are within the power of the Party invoking Force Majeure to
prevent), confiscation or any other action by Government agencies.
(b) Force Majeure shall not include (i) any event which is caused by
the negligence or intentional action of a Party or by or of such
Party’s agents or employees, nor (ii) any event which a diligent Party
could reasonably have been expected both to take into account at the
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time of the conclusion of this Contract, and avoid or overcome in the
carrying out of its obligations hereunder.
(c)Force Majeure shall not include insufficiency of funds or inability
to make any payment required hereunder.
The failure of a Party to fulfill any of its obligations under the
Breach contract shall not be considered to be a breach of, or default under,
this Contract insofar as such inability arises from an event of Force
of Contract
Majeure, provided that the Party affected by such an event (a) has
taken all reasonable precautions, due care and reasonable alternative
measures in order to carry out the terms and conditions of this
Contract, and (b) has informed the other Party as soon as possible
about the occurrence of such an event.
2.7.2 No
(a) A Party affected by an event of Force Majeure shall continue to
2.7.3 Measures to perform its obligations under the Contract as far as is reasonably
practical, and shall take all reasonable measures to minimize the
be Taken
consequences of any event of Force Majeure.
(b) A Party affected by an event of Force Majeure shall notify the
other Party of such event as soon as possible, and in any case not
later than fourteen (14) days following the occurrence of such event,
providing evidence of the nature and cause of such event, and shall
similarly give written notice of the restoration of normal conditions
as soon as possible.
(c) Any period within which a Party shall, pursuant to this Contract,
complete any action or task, shall be extended for a period equal to
the time during which such Party was unable to perform such action
as a result of Force Majeure.
(d) During the period of their inability to perform the Services as a
result of an event of Force Majeure, the Consultant, upon instructions
by the CERSAI, shall either:
(i) Demobilize,; or
(ii) Continue with the Services to the extent possible, in which case
the Consultant shall continue to be paid proportionately and on
prorata basis, under the terms of this Contract.
(e) In the case of disagreement between the Parties as to the existence
or extent of Force Majeure, the matter shall be settled according to
Clause GC 8.
2.8 Suspension
The CERSAI may, by written notice of suspension to the Consultant,
suspend all payments to the Consultant hereunder if the Consultant
fails to perform any of its obligations under this Contract, including
the carrying out of the Services, provided that such notice of
suspension (i) shall specify the nature of the failure, and (ii) shall
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allow the Consultant to remedy such failure, if capable of being
remedied, within a period not exceeding thirty (30) days after receipt
by the Consultant of such notice of suspension.
2.9
Termination
2.9.1 By
CERSAI
The CERSAI may terminate this Contract in case of the occurrence of
the any of the events specified in paragraphs (a) through (j) of this Clause
GC 2.9.1. In such an occurrence the CERSAI shall give a not less
than thirty (30) days’ written notice of termination to the Consultant,
and sixty (60) days’ in the case of the event referred to in (e).
(a)
If the Consultant commits breach of the provisions of the
Contract and fails to remedy such breach within the notice
period of thirty (30) days after being notified or within any
further period as the CERSAI may have subsequently approved
in writing.
(b)
If the Consultant becomes or, if the Consultant consists of the
Joint Venture, any Member of the Joint Venture becomes a sick
company or goes into liquidation or receivership whether
compulsory or voluntary.
(c)
If the Consultant, in the judgment of the CERSAI has engaged
in corrupt or fraudulent practices in competing for or in
executing the Contract.
(d)
If, as the result of Force Majeure, the Consultant are unable to
perform a material portion of the Services for a period of not
less than sixty (60) days.
(e)
If the CERSAI, in its sole discretion and for any reason
whatsoever, decides to terminate this Contract.
(f)
If the Consultant is found to have submitted to the “CERSAI” a
false or misleading statement or made false or misleading
declaration for entering into the Contract or during the term of
the Contract, which has a material effect on the rights,
obligations or interests of the “CERSAI”.
(g)
If the Consultant places itself in position of conflict of interest
or any monopolistic practice or fails to disclose promptly any
conflict of interest to the Employer
(h)
If the CERSAI is of the considered opinion that the Consultant
has failed to provide the quality services as envisaged under
this Contract. The Consultancy Monitoring Committee (CMC)
formulated to monitor the progress of the assignment may
make judgment regarding the poor quality of services, the
reasons for which shall be recorded in writing. The CMC may
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decide to give one chance to the Consultant to improve the
quality of the services.
2.9.2 By
Consultant
(i)
If the Consultant fails to comply with any final decision
reached as a result of arbitration proceedings pursuant to Clause
GC 8 hereof.
(j)
The CERSAI reserves the right to terminate the agreement with
the selected consultant or reduce the Assignment cost at any
stage of the Assignment if the staff input of the key
professional staff deployed for the Assignment does not match
the staff input proposed by the Consultant in the staffing
schedule.
(k)
If there is change in management of the Consultant that in the
opinion of the CERSAI may have an adverse impact of the
Assignment.
The Consultants may terminate this Contract, by not less than thirty
the (30) days’ written notice to the CERSAI, such notice to be given
after the occurrence of any of the events specified in paragraphs (a)
through (d) of this Clause GC 2.9.2:
(a)
If the CERSAI fails to pay any money due to the Consultant
pursuant to this Contract and not subject to dispute pursuant to
Clause GC 8 hereof within forty-five (45) days after receiving
written notice from the Consultant that such payment is
overdue.
(b)
If, as the result of Force Majeure, the Consultant is unable to
perform a material portion of the Services for a period of not
less than sixty (60) days.
(c)
If the CERSAI fails to comply with any final decision reached
as a result of arbitration pursuant to Clause GC 8 hereof.
(d)
If the CERSAI is in material breach of its obligations pursuant
to this Contract and has not remedied the same within forty-five
(45) days (or such longer period as the Consultant may have
subsequently approved in writing) following the receipt by the
CERSAI of the Consultant’s notice specifying such breach.
Upon termination of this Contract pursuant to Clauses GC 2.2 or GC
2.9.3 Cessation of 2.9 hereof, or upon expiration of this Contract pursuant to Clause GC
Rights
and 2.4 hereof, all rights and obligations of the Parties hereunder shall
cease, except (i) such rights and obligations as may have accrued on
Obligations
the date of termination or expiration, (ii) the obligation of
confidentiality set forth in Clause GC 3.3 hereof, (iii) the
Consultant’s obligation to permit inspection, copying and auditing of
their accounts and records set forth in Clause GC 3.6 hereof, and (iv)
any right which a Party may have under the Law.
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Upon termination of this Contract by notice of either Party to the
2.9.4 Cessation of other pursuant to Clauses GC 2.9.1 or GC 2.9.2 hereof, the
Consultant shall, immediately upon dispatch or receipt of such
Services
notice, take all necessary steps to bring the Services to a close in a
prompt and orderly manner and shall make every reasonable effort to
keep expenditures for this purpose to a minimum. With respect to
documents prepared by the Consultant and equipment and materials
furnished by the CERSAI, the Consultant shall proceed as provided,
respectively, by Clauses GC 3.9 or GC 3.10 hereof.
2.9.5 Payment
upon Termination
2.9.6 Disputes
about
Events
Termination:
2.10Extension of
Contract
Upon termination of this Contract pursuant to Clauses GC 2.9.1 or
GC 2.9.2, the CERSAI shall make the following payments to the
Consultant:
(a)
If the Contract is terminated pursuant to Clause 2.9.1 (d), (e),
(g), (h) or 2.9.2, remuneration pursuant to Clause GC
6.3(h)(i)hereof for Services satisfactorily performed prior to the
effective date of termination
(b)
If the agreement is terminated pursuant of Clause 2.9.1 (a) to
(c) and (f) to (i), the consultant shall not be entitled to receive
any agreed payments upon termination of the contract.
However, the CERSAI may consider making payment for the
part satisfactorily performed on the basis of Quantum Merit as
assessed by it, if such part is of economic utility to the
CERSAI. Applicable under such circumstances, upon
termination, the CERSAI may also impose liquidated damages
as per the provisions of Clause 9 of this agreement. The
Consultant will be required to pay any such liquidated damages
to CERSAI within 30 days of termination date.
If either Party disputes whether an event specified in paragraphs (a)
through (g) of Clause GC 2.9.1 or in Clause GC 2.9.2 hereof has
of occurred, such Party may, within thirty (30) days after receipt of
notice of termination from the other Party, refer the matter to Clause
GC 8 hereof, and this Contract shall not be terminated on account of
such event except in accordance with the terms of any resulting
arbitral award.
The contract shall be extended for a period as required by the
CERSAI based on mutual agreement. The man-month rates used for
the calculation of the ‘Total Cost of Services’ as given in Appendix
D shall be effective for such extension.
3.OBLIGATIONS OF THE CONSULTANT
3.1
General
The Consultant shall perform the Services and carry out their obligations
3.1.1 Standard of hereunder with all due diligence, efficiency and economy, in accordance
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Performance
3.2
Conflict of
Interests,
Monopolistic
Practice &
Relationship
with generally accepted professional standards and practices, and shall
observe sound management practices, and employ appropriate
technology and safe and effective equipment, machinery, materials and
methods. The Consultant shall always act, in respect of any matter
relating to this Contract or to the Services, as faithful advisers to the
CERSAI, and shall at all times support and safeguard the CERSAI’s
legitimate interests in any dealings with Sub-Consultants or third Parties.
The Consultant shall hold the CERSAI’s interests paramount, without
any consideration for future work, and strictly avoid conflict with other
assignments or their own corporate interests. If during the period of this
contract, a conflict of interest arises for any reasons, the Consultant shall
promptly disclose the same to the CERSAI and seek its instructions.
The Consultant shall, while delivering the Services, provide professional,
objective, and impartial advice at all times holding CERSAI and Central
Registry’s interests paramount, strictly avoiding any conflicts of interest
or any monopolistic practice, free of any ulterior or vested interest.
The Consultant disclose any situation of actual or potential conflict that
impacts their capacity to serve the best interest of the CERSAI, or that
may reasonably be perceived as having this effect. Failure to disclose
said situations shall amount to breach of Contract and lead to the
termination of the Contract by CERSAI.
If the Consultant (including its Personnel) is found to have a business or
family relationship with a member of CERSAI’s staff who was directly
or indirectly involved in any part of(a)the preparation of the Terms of
Reference of the Assignment, (b) the selection process for such
Assignment, or(c)supervision of the Contract, unless the conflict
stemming from this relationship has been resolved in a manner
acceptable to the CERSAI will amount to breach of Contract and lead to
termination of the Contract.
a)
The payment of the Consultant pursuant to Clause GC 6 shall
constitute the Consultant’s only payment in connection with this
Contract or the Services, and the Consultant shall not accept for
their own benefit any trade commission, discount, or similar
payment in connection with activities pursuant to this Contract or
to the Services or in the discharge of their obligations under the
Contract, and the Consultant shall use their best efforts to ensure
that its Personnel, any Sub-Consultants, and agents of either of
them similarly shall not receive any such additional payment.
(b)
Furthermore, if the Consultant, as part of the Services, has the
responsibility of advising the CERSAI on the procurement of
goods, works or services, the Consultant shall comply with the
CERSAI’s applicable procurement guidelines, and shall at all
times exercise such responsibility in the best interest of the
CERSAI. Any discounts or commissions obtained by the
Consultant in the exercise of such procurement responsibility shall
3.2.1 Consultants
Not to Benefit
from Commissions, Discounts, etc.
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be for the account of the CERSAI.
The Consultant agrees that, during the term of this Contract and after its
Consultant termination, the Consultant and any entity affiliated with the Consultant,
and Affiliates Not shall be disqualified from providing goods, works or services (other than
consulting services) resulting from or directly related to the Consultant’s
to be Otherwise Services for the preparation or implementation of the Assignment.
Interested
in
3.2.2
Project
3.3
Except with the prior written consent of the CERSAI, the Consultant and
Confidentiality the Personnel shall not at any time communicate to any person or entity
any confidential information acquired in the course of the Services, nor
shall the Consultant and the Personnel make public the recommendations
formulated in the course of, or as a result of, the Services.
The Consultant shall execute a confidentiality agreement in the form and
manner acceptable to the CERSAI.
The Consultant (i) shall keep accurate and systematic accounts and
records in respect of the Services hereunder, in accordance with
Inspection and internationally accepted accounting principles and in such form and
detail as will clearly identify all relevant time changes and costs, and the
Auditing:
bases thereof, and (ii) shall periodically permit the CERSAI and/or its
designated representative, and up to five years from expiration or
termination of this Contract, to inspect the same and make copies thereof
as well as to have them audited by auditors appointed by the CERSAI, if
so required by the CERSAI or the CERSAI as the case may be.
3.4Accounting,
3.5
Consultant’s
Actions
The Consultant shall obtain the CERSAI’s prior approval in writing
before taking any of the following actions:
(a)
Any change or addition to the Personnel listed in Appendix C.
(a)
The Consultant shall submit to the CERSAI the reports and
documents specified in Appendix B hereto, in the form, in the
numbers and within the time periods set forth in the said Appendix.
(b)
Final reports shall be delivered in CD in addition to the hard copies
specified in said Appendix.
(a)
All plans, drawings, specifications, designs, reports, other
documents and software submitted by the Consultant under this
Contract shall become and remain the property of the CERSAI, and
the Consultant shall, not later than upon termination or expiration
of this Contract, deliver all such documents to the CERSAI,
Requiring
CERSAI’s
Prior
Approval
3.6
Reporting
Obligations
3.7
Documents
Prepared by
the Consultant
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together with a detailed inventory thereof.
to be the
Property of
(b)
the CERSAI
The Consultant may retain a copy of such documents, but shall not
use anywhere, without taking permission, in writing, from the
CERSAI and the CERSAI reserves right to grant or deny any such
request. If license agreements are necessary or appropriate between
the Consultant and third parties for purposes of development of any
such computer programs, the Consultant shall obtain the CERSAI’s
prior written approval to such agreements, and the CERSAI shall
be entitled at its discretion to require recovering the expenses
related to the development of the program(s) concerned.
4.CONSULTANT’S PERSONNEL
4.1
4.2
General
The Consultant shall employ and provide such qualified and
experienced Personnel as are required to carry out the Services.
(a)
The title, agreed job description, minimum qualification and
estimated period of engagement in the carrying out of the
Services of each of the Consultant's Key Personnel are as per the
consultant's proposal and are described in Appendix C. If any of
the Key Personnel has already been approved by the CERSAI,
his/her name is listed as well.
(b)
If required to comply with the provisions of ClauseGC3.1.1
hereof, adjustments with respect to the estimated periods of
engagement of Key Personnel set forth in Appendix C may be
made by the Consultant by written notice to the CERSAI,
provided (i) that such adjustments shall not alter the originally
estimated period of engagement of any individual by more than
10% or one week, whichever is larger, and (ii) that the aggregate
of such adjustments shall not cause payments under this Contract
to exceed the ceilings set forth in Clause GC 6.1(b) of this
Contract. Any other such adjustments shall only be made with the
CERSAI’s written approval.
(c)
If additional work is required beyond the scope of the Services
specified in Appendix A, the estimated periods of engagement of
Key Personnel set forth in Appendix C may be increased by
agreement in writing between the CERSAI and the Consultant. In
case where payments under this Contract exceed the ceilings set
forth in Clause GC 6.1(b) of this Contract, this will be explicitly
mentioned in the agreement.
Description of
Personnel
4.3
Approval of
Personnel
The Key Personnel and Sub-Consultants listed by title as well as by
name in Appendix C are hereby approved by the CERSAI. In respect
of other Personnel which the Consultant proposes to use in the carrying
out of the Services, the Consultant shall submit to the CERSAI for
review and approval a copy of their Curricula Vitae (CVs).If the
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CERSAI does not object in writing (stating the reasons for the
objection) within twenty-one (21) days from the date of receipt of such
CVs, such Personnel shall be deemed to have been approved by the
CERSAI.
4.4
(a)
Except as the CERSAI may otherwise agree, no changes shall be
made in the Key Personnel. If, for any reason beyond the
reasonable control of the Consultant, such as retirement, death,
medical incapacity, among others, it becomes necessary to
replace any of the Key Personnel, the Consultant shall provide as
a replacement a person of equivalent or better qualifications to
the satisfaction of the CERSAI.
(b)
If the CERSAI finds that any of the Personnel have (i) committed
serious misconduct or have been charged with having committed
a criminal action, or (ii) have reasonable cause to be dissatisfied
with the performance of any of the Personnel, then the Consultant
shall, at the CERSAI’s written request specifying the grounds
thereof, provide as a replacement a person with qualifications and
experience acceptable to the CERSAI.
(c)
Any of the Personnel provided as a replacement under Clauses
(a) and (b) above shall be subject to the prior written approval by
the CERSAI. The rate of remuneration applicable to a
replacement person will be the rate of remuneration paid to the
replacement person. Also(i) the Consultant shall bear all
additional travel and other costs arising out of or incidental to any
removal and/or replacement, and (ii) the remuneration to be paid
for any of the Personnel provided as a replacement shall not
exceed the remuneration which would have been payable to the
Personnel replaced.
Removal
and/or
Replacement
of Personnel
4.5Resident Project
Manager
If required by the SC, the Consultant shall ensure that at all times
during the Consultant's performance of the Services a resident
Assignment manager, acceptable to the CERSAI, shall take charge of
the performance of such Services.
5.OBLIGATIONS OF THE CERSAI
5.1
If, after the date of this Contract, if there is any change in the Applicable
Laws of India with respect to taxes and duties, which
aredirectlypayablebytheconsultantforprovidingtheservicesi.e.servicetaxor
Applicable
anysuch applicable tax from time to time ,which increases or decreases
Law Related to the cost incurred by the Consultant in performing the Services, then the
remuneration otherwise payable to the Consultant under this Contract
Taxes and
shall be increased or decreased accordingly to the changes in the
Duties
Applicable Law, if any, and corresponding adjustments shall be made to
the ceiling amounts specified in Clause GC 6.1(b).
Change in the
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5.2 Payment
In consideration of the Services performed by Consultant under this
Contract, the CERSAI shall make to the Consultant such payments and
in such manner as is provided by Clause GC 6 of this Contract.
(a)
If necessary, the CERSAI shall make available to the Consultant
free of charge such professional and support counterpart personnel,
if specified in Appendix E.
(b)
Professional and support counterpart personnel, excluding the
CERSAI’s liaison personnel, shall work under the exclusive
direction of the Consultant. If any member of the counterpart
personnel fails to perform adequately any work assigned to such
member by the Consultant that is consistent with the position
occupied by such member, the Consultant may request the
replacement of such member, and the CERSAI shall not
unreasonably refuse to act upon such request.
5.5 Counterpart
Personnel
6.PAYMENTS TO THE CONSULTANT
6.1
(a)
The total cost of the Services payable is set forth in Appendix D
as per the consultant's proposal to the CERSAI and as
negotiated thereafter.
(b)
Except as may be otherwise agreed under Clause GC2.6 and
subject to Clause GC6.1(c), payments under this Contract shall
not exceed the amount specified in Appendix D.
Total Cost of
Services
All payments shall be made in Indian Rupees
6.2
Currency of
Payment
The payments in respect of the Services shall be made as follows:
6.3
Terms of
Payment
(a)
The Consultant shall submit the invoice for payment when the
payment is due as per the agreed terms. The payment shall be
released as per the work related milestones achieved and as per
the specified percentage as per SC.
(b) Once a milestone is completed, the Consultant shall submit the
requisite deliverables as specified in this Contract. The
CERSAI shall release the requisite payment upon acceptance of
the deliverables. However, if the CERSAI fails to intimate
acceptance of the deliverables or its objections thereto, within
30days of receipt to fit ,the CERSAI shall release 50% of the
payment for the respective deliverable without further delay
(maximum 30 days). The remaining 50% of the payment for
the respective deliverable shall be paid on acceptance of the
deliverable by the CERSAI.
(c)
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For the purpose of payment under Clause 6.3 (b) above,
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acceptance means; acceptance of the deliverables by the
CERSAI after submission by the consultant and the consultant
has made presentation to the CMC/the CERSAI with/without
modifications to be communicated in writing by the CERSAI to
the Consultant.
(d)
If the deliverables submitted by the consultant are not
acceptable to the CERSAI/the CMC, reasons for such nonacceptance should be recorded in writing; the CERSAI shall
not release the payment due to the consultant. This is without
prejudicing the CERSAI's right to levy any liquidated damages
under clause9.In such case, the payment will be released to the
consultant only after it re-submits the deliverable and which is
accepted by the CERSAI.
(e)
All payments under this Contract shall be made to the accounts
of the Consultant specified in the SC.
(f)
With the exception of the final payment under(c)above,
payments do not constitute acceptance of the Services nor
relieve the Consultant of any obligations here under, unless the
acceptance has been communicated by the CERSAI to the
consultant in writing and the consultant has made necessary
changes as per the comments / suggestions of the CERSAI
communicated to the Consultant.
(g)
In case of early termination of the contract, the payment shall
be made to the Consultant as mentioned here with:
(h)
Assessment should be made about work done from the previous
milestone, for which the payment is made or to be made till the
date of the termination. The Consultant shall provide the
details of persons reasonably worked during this period with
supporting documents. Based on such details, the remuneration
shall be calculated based on the man month rate as specified.
7.GOOD FAITH
7.1
Good Faith
7.2
Operation of
the Contract
The Parties undertake to act in good faith with respect to each other’s
rights under this Contract and to adopt all reasonable measures to ensure
the realization of the objectives of this Contract.
The Parties recognize that it is impractical in this Contract to provide for
every contingency which may arise during the life of the Contract, and
the Parties hereby agree that it is their intention that this Contract shall
operate fairly as between them, and without detriment to the interest of
either of them, and that, if during the term of this Contract either Party
believes that this Contract is operating unfairly, the Parties will use their
best efforts to agree on such action as may be necessary to remove the
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cause or causes of such unfairness, but no failure to agree on any action
pursuant to this Clause shall give rise to a dispute subject to arbitration
in accordance with Clause GC 8 hereof.
8.SETTLEMENT OF DISPUTES
8.1
Amicable
Settlement
8.2
Performance of the Contract is governed by the terms & conditions of
the contract, in case of dispute arises between the parties regarding any
matter under the contract, either Party of the Contract may send a
written notice to the other party. The Party receiving the notice will
consider the notice and respond to it in writing within 30 days after
receipt. If that Party fails to respond within 30 days, or the dispute
cannot be amicably settled within 60 days following the response of that
Party, clause GC 8.2 shall become applicable.
(a)
In the case of dispute arising upon or in relation to or in connection
with the contract between the CERSAI and the Consultant, which
has not been settled amicably, any party can refer the dispute for
Arbitration under (Indian) Arbitration and Conciliation Act, 1996,
as amended from time to time. Such disputes shall be referred to
an Arbitral Tribunal consisting of 3 (three) arbitrators, one each to
be appointed by the CERSAI and the Consultant, the third
arbitrator shall be chosen by the two arbitrators so appointed by
the Parties and shall act as Presiding Arbitrator. In case of failure
of the two arbitrators, appointed by the parties to reach a
consensus regarding the appointment of the third arbitrator within
a period of 30 days from the date of appointment of the two
arbitrators, the Presiding Arbitrator shall be appointed by the
Department of Financial Services, the Ministry of Finance,
Government of India. The Arbitration and Conciliation Act, 1996
and any statutory modification or re-enactment thereof, shall apply
to these arbitration proceedings.
(b)
Arbitration proceedings shall be held at New Delhi, India and the
language of the arbitration proceedings and that of all documents
and communications between the parties shall be English.
(c)
The decision of the majority of arbitrators shall be final and binding
upon both Parties. The expenses of the arbitrators as determined
by the arbitrators shall be shared equally by the CERSAI and the
Consultant. However, the expenses incurred by each Party in
connection with the preparation, presentation shall be borne by the
Party itself. All arbitration awards shall be in writing and shall
state the reasons for the award. The award shall be enforceable in
any competent court of law.
Arbitration
JURISDICTION: The courts in New Delhi shall have exclusive jurisdiction in the matters
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arising out of the Contract.
CUMULATIVE RIGHTS: All remedies of either Party under this Contract whether
provided herein or conferred by statute, civil law, common law, custom, trade, or usage are
cumulative and not alternative and may be enforced successively or concurrently.
WAIVER &RESERVATION OF RIGHTS: No forbearance, indulgence or relaxation or
inaction by any Party at any time to require performance of any of the provisions of the
Contract by the other Parties shall in any way affect, diminish or prejudice the right of such
Party to require performance of that provision. Any waiver or acquiescence by any Party of
any breach of any of the provisions of the Contract shall not be construed as a waiver or
acquiescence of any right under or arising out of the Contract or of the subsequent breach, or
acquiescence to or recognition of rights and/or position other than as expressly stipulated in
the Contract or unless expressly stated so by that Party in writing.
ORIGINAL CONTRACT: This Contract is executed in ___counterparts by the Parties,
each of which shall constitute an original but all the counterparts shall together constitute one
and the same instrument.
COSTS: The Parties have agreed to bear their respective cost and expenses relating to the
negotiation, preparation and execution of this Contract, and the transactions contemplated by
this Contract.
HEADINGS: The paragraph headings contained in the Agreement are for the convenience of
the Parties and shall not affect the meaning or interpretation of the Agreement.
ENTIRETY
This Contract shall constitute the entire agreement between the Parties with respect to the
subject matter hereof to the exclusion of and shall supersede all other term sheets,
agreements, arrangements, understandings and assurances, either written or oral, existing or
proposed, between the Parties hereto including with any third party relating to the subject
matter hereof. All the Parties hereto expressly waive any and all the surviving terms
contained in any and all of the abovementioned agreements, arrangements, understanding and
assurances, either written or oral or existing or proposed, including but not limited to noncompetition, exclusivity, etc., except the confidentiality provisions, and agree that no Party
hereto will be bound by any of such terms.
ASSIGNMENT: The Contract and the rights and liabilities hereunder shall bind and inure to
the benefit of the respective successors of the Parties hereto. The Parties shall not assign or
transfer any or all of their rights and/or obligations hereunder to any third party without the
prior written permission of the other Parties.
AMENDMENTS: No modification or amendment to the Contract and no waiver of any of
the terms or conditions hereof shall be valid or binding unless made in writing and duly
executed by all the Parties.
PARTIAL INVALIDITY: If any provision of the Contract or the application thereof to any
Party or third party or circumstance shall be invalid or unenforceable to any extent for any
reason including by reason of any law or regulation or Government policy, the remainder of
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the Contract and the application of such provision to the Parties or third parties or
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected thereby, and each provision of the Contract shall be valid and enforceable to the
fullest extent permitted by law. Any invalid or unenforceable provision of the Contract shall
be replaced with a provision, which is valid and enforceable and most nearly reflects the
original intent of the unenforceable provision.
9.LIQUIDATED DAMAGES
9.1Liquidity
Damages
9.2Liquidity
Damages
9.3Liquidity
Damages
The Parties hereby agree that due to negligence of act of any Party, if
the other Party suffers losses the quantification of which may be
difficult , and hence the amount specified hereunder shall be construed
as reasonable estimate of the damages and both the Parties agree to pay
such liquidated damages, as defined hereunder as per the provisions of
this Contract.
The amount of liquidated damages for a particular deliverable under this
Contract shall not exceed 1 % of the proportionate value of the portion
of that deliverable which is deemed incomplete by the CERSAI as
specified in Appendix D.
The liquidated damages shall be applicable under following
circumstances:
(a)If a particular deliverables is not submitted as per schedule as
specified in SC on account of reasons solely attributable to the
Consultant, the Consultant shall be liable to pay 5% of the total cost of
that deliverable, for delay of each week beyond 30 days or part thereof.
(b)If a particular deliverables is not acceptable to the CERSAI as
mentioned in Clause6.3(f),and defects are not rectified to the
satisfaction of the CERSAI within 30 days of the receipt of the notice,
the Consultant shall be liable to pay liquidated damages for an amount
equal to 5% of total cost of that particular deliverable for every week or
part thereof for the delay.
10.MISCELLANEOUS PROVISIONS
(i)
Nothing contained in this Contract shall be construed as
establishing or creating between the Parities, a relationship of
master and servant or principal and agent.
(ii)
Any failure or delay on part of any Party to exercise right or
power under this Contract shall not operate as waiver thereof.
(iii)
The Consultant shall notify the CERSAI of any material
change in their status, in particular, where such change would
impact on performance of obligations under this Contract.
(iv)
Each member of the Consultant, in case of a Consortium,
10.1 Miscellaneous
Provisions
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shall be jointly and severally liable to and responsible for all
obligations towards the CERSAI for performance of
works/services.
(v)
The Consultant shall at all times indemnify and keep
indemnified the CERSAI/ against all claims/damages etc. for
any infringement of any Intellectual Property Rights (IPR)
while providing its services under the Assignment.
(vi)
The Consultant shall at all times indemnify and keep
indemnified the CERSAI/Central Government against any
claims in respect of any damages or compensation payable in
consequences of any accident or injury sustained or suffered
by its (the Contractor's/Consultant's) employees or agents or
by any other third Party resulting from or by any action,
omission or operation conducted by or on behalf of the
Consultant.
(vii)
The Consultant shall at all times indemnify and keep
indemnified the CERSAI against any and all claims by
employees,
workmen,
contractors,
suppliers,
agent(s),employed engaged or otherwise working for the
Consultant, in respect of wages, salaries, remuneration,
compensation or the like.
(viii) All claims regarding indemnity shall survive the termination
or expiry of the Contract.
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III. Special Conditions of Contract
Special conditions will be inserted on the basis of terms and
conditions agreed with the successful Bidder by CERSAI.
(Clauses in brackets { } are optional; all notes should be deleted in final text)
Number Amendments
of,
and
Supplements
of GC General Conditions of Contract
Clause
1.5
The addresses are:
CERSAI
Attention:
Facsimile:
E-mail:
Consultant:
Attention:
Facsimile:
E-mail:
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Chief Operating Officer
to,
Clauses
in
the
RFP – Consultancy Services for Data Quality Assessment of CERSAI
{1.7}
{The Lead Partner is [insert name of member]}
Note: If the Consultant consists of a joint venture/ consortium/ association of
more than one entity, the name of the entity whose address is specified in
Clause SC 1.5 should be inserted here. If the Consultant consists only of one
entity, this Clause SC 1.8 should be deleted from the SC.
1.8
The Authorized Representatives are:
For the CERSAI:
Name of Officer
For the Consultant:
2.3
The date for the commencement of Services: Within 15 days from the signing
of the contract between the CERSAI and the Consultant
2.4
The time period shall be 6 monthsor such other period as the parties may agree
in writing.
6.1(b)
The amount in local currency is [insert amount].
6.3
For the Consultancy assignment, payments are linked to the deliverables
according to the following schedule:
(i)
Ten (10%) percent of the lump-sum amount quoted for consultancy
assignment shall be paid upon acceptance of the Inception Report – D1
(ii)
Twenty Five (25%) percent of the lump-sum amount quoted for
consultancy assignment shall be paid upon acceptance of the following
deliverable by CERSAI:
(a) Report on Data Quality Assessment – D2
(iii) Forty(40%) percent of the lump-sum amount quoted for consultancy
assignment shall be paid upon acceptance of the following deliverables
by CERSAI:
(a) Draft Report of Recommendations – D3
(b) Final Report of Recommendations – D4
(iv) Twenty Five (25%) percent of the lump-sum amount quoted for
consultancy assignment shall be paid upon acceptance of the following
deliverable by CERSAI:
(a) After Action Report – D5
CERSAI shall make the above payments within 30 days from the receipt
of the invoice for all the deliverables that have been satisfactorily
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delivered and accepted.
Binding
signature
of
the
CERSAI
Signed
by
_____________________________________
Binding signature of Contractor Signed by ____________________________________
(for and on behalf of __________________ duly authorized vide Resolution
No____________ dated ___________ of the Board of Directors of ___________)
In the presence of
(Witnesses)
1.
2.
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IV.Appendices
Appendix A
DESCRIPTION OF SERVICES
[Give Note: This Appendix will include the final Terms of Reference worked out by the
CERSAI and the Consultants during technical negotiations, dates for completion of
various tasks, place of performance for different tasks/activities, specific
tasks/activities/outcome to be reviewed, tested and approved by the CERSAI, etc.]
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Appendix B
REPORTING REQUIREMENTS
[List format, frequency and contents of reports; persons to receive them; dates of
submission, number of copies, etc. If no reports are to be submitted, state here "Not
applicable".]
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Appendix C
STAFFING SCHEDULE
(Include here the agreed staffing schedule)
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Appendix D
TOTAL COST OF SERVICES
(Include here the rates quoted in the financial proposal or the negotiated rates, whichever
is applicable)
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Appendix E
DUTIES OF THE CERSAI
(Include here the list of services, facilities to be made available to the Consultant by the
CERSAI).
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