BRPRFP PDF

K/C - 8
GOVERNMENT OF KARANATAKA
REQUEST FOR PROPOSALS (RFP NO. )

FOR THE CONSULTANCY ASSIGNMENT
PREPARATION OF VISION DOCUMENT /

BUSINESS PLAN / RESTRUCTURING PLAN FOR
KARNATAKA STATE INDUSTRIAL & INFRASTRUCTURE
DEVELOPMENT CORPORATION LIMITED [KSIIDC]

Khanija Bhavan, #49, 4th Floor, East Wing,
Race Course Road, Bangalore- 560 001, India
Phone : 080 22258131 2 3, Fax : 080 22255740
Website : www.ksiidc.com
CONTENTS
SECTION
DESCRIPTION
Section I
Letter of Invitation
Section II
Information to Consultants (ITC)

Data Sheet - Information to Consultants
Section III
Technical Proposal - Standard Forms
Section IV
Financial Proposal - Standard Forms
Section V
Terms of Reference
Section VI
Contract for Consultant's Services

I
Form of Contract
II
General Conditions of Contract
III
Special Conditions of Contract
IV
Appendices
PAGE NO.
SECTION 1:
LETTER OF INVITATION
1.
KSIIDC invites Proposals to provide the following Consulting Services:

Preparation of Vision Document / Business Plan / Restructuring Plan for Karnataka State
Industrial & Infrastructure Development Corporation Limited [KSIIDC].
More details on the Services are provided in the attached Terms of Reference.
2.
Consultancy firms who have prepared Vision Document / Business Plan / Restructuring
Plan for atleast two organizations having an annual turn over of Rs.125 crores / and
or net worth of Rs.150 crores during the past 5 years. At least one of the two
assignments should be in respect of a State / Central Financial Institution dealing with
industrial / infrastructure development and financing are eligible to participate in this
tender.
3.
The average Annual turn over of Consultancy firm during the last 5 years shall be Rs.1
crore.
4.
A consultant will be selected under Least Cost Selection (LCS) procedures described in
this RFP.
5.
The RFP includes the following documents:

Section 1 - Letter of Invitation
Section 2 - Information to Consultants
Section 3 - Technical Proposal - Standard Forms
Section 4 - Financial Proposal - Standard Forms
Section 5 - Terms of Reference
Section 6 - Standard Form of Contract.
[Signature]
General Manager
KSIIDC
SECTION 2 :
INFORMATION TO CONSULTANTS1
1.
1.1
INTRODUCTION
The Client named in the "Data Sheet" will select a consultant, in accordance with the
method of selection indicated in the Data Sheet.
1.2
The consultants are invited to submit a Technical Proposal and a Financial Proposal, as
specified in the Data Sheet (the Proposal) for consulting services required for the
Assignment named in the Data Sheet. The Proposal will be the basis for contract
negotiations and ultimately for a signed contract with the selected Consultant.
1.3
Deleted.
1.4
The Consultants must familiarize themselves with local conditions and take them into
account in preparing their Proposals. To obtain first-hand information on the
Assignment and on the local conditions, consultants are encouraged to pay a visit to the
Client before submitting a Proposal, and to attend a pre-proposal conference if one is
specified in the Data Sheet. Attending the pre-proposal conference is optional. The
Consultant's representative should contact the officials named in the Data Sheet to
arrange for their visit or to obtain additional information on the pre-proposal
conference. Consultants should ensure that these officials are advised of the visit in
adequate time to allow them to make appropriate arrangements.
1.5
The Client will provide the inputs specified in the Data Sheet, assist the firm in
obtaining licenses and permits needed to carry out the services, and make available
relevant project data and reports.
1.6
Please note that (i) the costs of preparing the proposal and of negotiating the contract,
including a visit to the Client, are not reimbursable as a direct cost of the Assignment;
and (ii) the Client is not bound to accept any of the Proposals submitted.
1.7
Karnataka State Industrial & Infrastructure Development Corporation Limited [KSIIDC]

expects consultants to provide professional, objective, and impartial advice and at all
times hold the Client's interests paramount, without any consideration for future work,
and strictly avoid conflicts with other assignments or their own corporate interests.
Consultants shall not be hired for any assignment that would be in conflict with their
prior or current obligations to other clients, or that may place them in a position of not
being able to carry out the assignment in the best interest of the Client.
1.7.1
Without limitation on the generality of this rule, consultants shall not be hired
under the circumstances set forth below:
(a)
A firm which has been engaged by the Client to provide goods or

works for a project, and any of their affiliates, shall be disqualified
from providing consulting services for the same project. Conversely,
firms hired to provide consulting services for the preparation or
implementation of a project, and any of their affiliates, shall be
disqualified from subsequently providing goods or works or services
related to the initial assignment (other than a continuation of the firm's
earlier consulting services) for the same project.
(b)
Consultants or any of their affiliates shall not be hired for any

assignment which, by its nature, may be in conflict with another
assignment of the consultants.
1.7.2 As pointed out in para. 1.7.1 (a) above, consultants may be hired for
downstream work, when continuity is essential, in which case this possibility shall
be indicated in the Data Sheet and the factors used for the selection of the
consultant should take the likelihood of continuation into account. It will be the
exclusive decision of the Client whether or not to have the downstream
assignment carried out, and if it is carried out, which consultant will be hired for
the purpose.
1.8
It is KSIIDCs policy to require that consultants observe the highest standard of ethics
during the execution of such contracts. In pursuance of this policy, the KSIIDC:
(a)
defines, for the purposes of this provision, the terms set forth below as follows:
(i)
"corrupt practice" means the offering, giving, receiving, or soliciting of

anything of value to influence the action of a public official in the
selection process or in contract execution; and
(ii)
"fraudulent practice" means a misrepresentation of facts in order to

influence a selection process or the execution of a contract to the
detriment of KSIIDC, and includes collusive practices among consultants
(prior to or after submission of proposals) designed to establish prices
at artificial, noncompetitive levels and to deprive KSIIDC of the benefits
of free and open competition.
(b)
will reject a proposal for award if it determines that the firm recommended for
award has engaged in corrupt or fraudulent activities in competing for the
contract in question;
(c)
will declare a firm ineligible, either indefinitely or for a stated period of time,
to be awarded KSIIDC-financed contract if it at any time determines that the
firm has engaged in corrupt or fraudulent practices in competing for, or in
executing, a KSIIDC-financed contract; and
(d)
will have the right to require that, KSIIDC to inspect consultant's accounts and
records relating to the performance of the contract and to have them audited
by auditors appointed by KSIIDC.
1.9
Consultants shall not be under a declaration of ineligibility for corrupt and fraudulent
practices issued by KSIIDC in accordance with the above sub para 1.8 (d).
1.10
Consultants shall be aware of the provisions on fraud and corruption stated in the
standard contract under the clauses indicated in the Data Sheet.
2. CLARIFICATION AND AMENDMENT OF RFP DOCUMENTS

2.1
Consultants may request a clarification of any item of 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 by paper mail, cable, telex, facsimile,
or electronic mail to the Client's address indicated in the Data Sheet. The Client will
respond by cable, telex, facsimile, or electronic mail to such requests and will send
copies of the response (including an explanation of the query but without identifying
the source of inquiry) to all invited consultants who intend to submit proposals.
2.2
At any time before the submission of Proposals, the Client may, for any reason,
whether at its own initiative or in response to a clarification requested by an invited
firm, modify the RFP documents by amendment. Any amendment shall be issued in
writing through addenda. Addenda shall be sent by mail, cable, telex, facsimile, or
electronic mail to all invited consultants and will be binding on them. The Client may at
its discretion extend the deadline for the submission of Proposals.
3.
3.1
Preparation Of Proposal
Consultants are requested to submit a Proposal (para 1.2) written in the language(s)
specified in the Data Sheet.
TECHNICAL PROPOSAL
3.2
In preparing the Technical Proposal, consultants are expected to examine the

documents comprising this RFP in detail. Material deficiencies in providing the
information requested may result in rejection of a Proposal.
3.3
While preparing the Technical Proposal, consultants must give particular attention to
the following:
(i)
If a firm considers that it does not have all the expertise for the Assignment, it
may obtain a full range of expertise by associating with individual consultant(s)
and/or other firms or entities in a joint venture or sub-consultancy, as
appropriate. Consultants may associate with the other consultants invited for
this Assignment only with approval of the Client as indicated in the Data Sheet.
Consultants must obtain the approval of the client to enter into a Joint Venture
with consultants not invited for this assignment.
(ii)
For assignments on a staff-time basis, the estimated number of key professional

staff-months is given in the Data Sheet. The proposal shall, however, be based
on the number of key professional staff-months estimated by the firm.
(iii)
It is desirable that the majority of the key professional staff proposed be

permanent employees of the firm or have an extended and stable working
relation with it.
(iv)
Proposed key professional staff must at a minimum have the experience

indicated in the Data Sheet.
(v)
Alternative key professional staff shall not be proposed, and only one
curriculum vitae (CV) may be submitted for each position.
(vi)
Reports to be issued by the consultants as part of this assignment must be in the

language(s) specified in the Data Sheet. It is desirable that the firm's personnel
have a working knowledge of the Client's official language.
3.4
The Technical Proposal should provide the following information using the attached
Standard Forms (Section 3):
(i)
A brief description of the consultant's organization and an outline of recent

experience on assignments (Section 3B) of a similar nature. For each
assignment, the outline should indicate, inter alia, the profiles and names of the
staff provided, duration of the assignment, contract amount, and firm's
involvement.
(ii)
Any comments or suggestions on the Terms of Reference and on the data, a list
of services, and facilities to be provided by the Client (Section 3C).
(iii)
A description of the methodology and work plan for performing the assignment
(Section 3D).
(iv)
The list of the proposed staff team by speciality, the tasks that would be
assigned to each staff team member, and their timing (Section 3E).
(v)
CVs recently signed by the proposed key professional staff and the authorized
representative submitting the proposal (Section 3F). Key information should
include number of years working for the firm/entity, and degree of
responsibility held in various assignments during the last ten (10) years.
(vi)
Estimates of the total staff effort (professional and support staff; staff time) to
be provided to carry out the Assignment, supported by bar chart diagrams
showing the time proposed for each key professional staff team member.
(Sections 3E and 3G).
3.5
(vii)
A detailed description of the proposed methodology and staffing.
(viii)
Any additional information requested in the Data Sheet.
The Technical Proposal shall not include any financial information.

FINANCIAL PROPOSAL
3.6
In preparing the Financial Proposal, consultants are expected to take into account the
requirements and conditions of the RFP documents. The Financial Proposal should follow
Standard Forms (Section 4). It lists all costs associated with the Assignment, including (a)
remuneration for staff , and (b) reimbursables such as subsistence (per diem, housing),
transportation (national and local, for mobilization and demobilization), services and
equipment (vehicles, office equipment, furniture, and supplies), office rent, insurance,
printing of documents, surveys; and training, if it is a major component of the
assignment. If appropriate, these costs should be broken down by activity.
3.7
Consultants shall express the price of their services in Indian Rupees.
3.8
The Data Sheet indicates how long the proposals must remain valid after the
submission date. During this period, the consultant is expected to keep available the
key professional staff proposed for the assignment. The Client will make its best effort
to complete negotiations within this period. If the Client wishes to extend the validity
period of the proposals, the consultants who do not agree have the right not to extend
the validity of their proposals.
4.
4.1
SUBMISSION, RECEIPT, AND OPENING OF PROPOSALS
The original Proposal (Technical Proposal and Financial Proposal; see para 1.2) shall
be prepared in indelible ink. It shall contain no inter-lineation or overwriting, except as
necessary to correct errors made by the firm itself. Any such corrections must be
initialed by the person or persons who sign(s) the Proposals.
4.2
An authorized representative of the Consultant initials all pages of the Proposal. The
representative's authorization is confirmed by a written power of attorney
accompanying the Proposal.
4.3
For each Proposal, you should prepare the number of copies indicated in the Data
Sheet. Each Technical Proposal and Financial Proposal should be marked "Original" or
"Copy" as appropriate. If there are any discrepancies between the original and the
copies of the Proposal, the original governs.
4.4
The original and all copies of the Technical Proposal along with docuents regarding
qualification of the firm shall be placed in a sealed envelope clearly marked
"Technical Proposal," and the original and all copies of the Financial Proposal in a
sealed envelope clearly marked "Financial Proposal" and warning: "Do Not Open
with the Technical Proposal." Both envelopes shall be placed into an outer envelope
and sealed. This outer envelope shall bear the submission address and other
information indicated in the Data Sheet and clearly marked, "DO NOT OPEN,
EXCEPT IN PRESENCE OF THE EVALUATION COMMITTEE."
4.5
The completed Technical and Financial Proposal must be delivered at the submission
address on or before the time and date stated in the Data Sheet. Any Proposal
received after the closing time for submission of proposals shall be returned unopened.
4.6
After the deadline for submission of proposals the Technical Proposal shall be opened
immediately by the evaluation committee. The Financial Proposal shall remain sealed
and deposited with the Client until all submitted proposals are opened publicly.
5.
PROPOSAL EVALUATION
GENERAL
5.1
From the time the proposals are opened to the time the contract is awarded, if any
consultant wishes to contact the Client on any matter related to its proposal, it should
do so in writing at the address indicated in the Data Sheet. Any effort by the firm to
influence the Client in the Client's proposal evaluation, proposal comparison or contract
award decisions may result in the rejection of the consultant's proposal.
5.2
Evaluators of Technical Proposals shall have no access to the Financial Proposals until
the technical evaluation, including its approval by competent authority is obtained
EVALUATION OF TECHNICAL PROPOSALS
5.3
The evaluation committee appointed by the Client as a whole, and each of its members
individually, evaluates the proposals on the basis of their responsiveness to the Terms
of Reference, applying the evaluation criteria, sub-criteria (typically not more than
three per criteria) and point system specified in the Data Sheet. Each responsive
proposal will be given a technical score (St). A proposal shall be rejected at this stage
10
if it does not respond to important aspects of the Terms of Reference or if it fails to

achieve the minimum technical score indicated in the Data Sheet.
PUBLIC OPENING AND EVALUATION OF FINANCIAL PROPOSALS; RANKING

5.4
After the evaluation of quality is completed, the Client shall notify those consultants
whose proposals did not meet the minimum qualifying mark or were considered nonresponsive to the RFP and Terms of Reference, indicating that their Financial Proposals
will be returned unopened after completing the selection process. The Client shall
simultaneously notify the consultants that have secured the minimum qualifying mark,
indicating the date and time set for opening the Financial Proposals. The opening date
shall not be sooner than one week after the notification date. The notification may be
sent by registered letter, cable, telex, facsimile, or electronic mail.
5.5
The Financial Proposals shall be opened publicly in the presence of the consultants'
representatives who choose to attend. The name of the consultant, the quality scores,
and the proposed prices shall be read aloud and recorded when the Financial
Proposals are opened. The Client shall prepare minutes of the public opening.
5.6
The evaluation committee will determine whether the Financial Proposals are complete,
(i.e., whether they have costed all items of the corresponding Technical Proposals, if
not, the Client will cost them and add their cost to the initial price), correct any
computational errors.
5.7
The Client will select the lowest proposal ('evaluated' price). The selected Consultant
will be invited for negotiations.
6.
6.1
NEGOTIATIONS
Negotiations will be held at the address indicated in the Data Sheet. The aim is to
reach agreement on all points and sign a contract.
6.2
Negotiations will include a discussion of the Technical Proposal, the proposed

methodology (work plan), staffing and any suggestions made by the firm to improve
the Terms of Reference. The Client and Consultant will then work out final Terms of
11
Reference, staffing, and bar charts indicating activities, staff, periods in the field and
in the home office, staff-months, logistics, and reporting. The agreed work plan and
final Terms of Reference will then be incorporated in the "Description of Services" and
form part of the contract. Special attention will be paid to getting the most the
Consultant can offer within the available budget and to clearly defining the inputs
required from the Client to ensure satisfactory implementation of the Assignment.
6.3
Unless there are exceptional reasons, the financial negotiations will involve neither the
remuneration rates for staff (no breakdown of fees) nor other proposed unit rates.
6.4
Having selected the Consultant on the basis of, among other things, an evaluation of
proposed key professional staff, the Client expects to negotiate a contract on the basis
of the experts named in the Proposal. Before contract negotiations, the Client will
require assurances that the experts will be actually available. The Client will not
consider substitutions during contract negotiations unless both parties agree that undue
delay in the selection process makes such substitution unavoidable or that such changes
are critical to meet the objectives of the assignment. If this is not the case and if it is
established that key staff was offered in the proposal without confirming their
availability, the Consultant may be disqualified.
6.5
The negotiations will conclude with a review of the draft form of the contract. To
complete negotiations the Client and the Consultant will initial the agreed contract. If
negotiations fail, the Client will invite the firm who has quoted the second lowest price
for negotiations. The process will be repeated till an agreed contract is concluded.
7.
7.1
AWARD OF CONTRACT
The contract will be awarded following negotiations. After negotiations are completed,
the Client will promptly notify other consultants on the shortlist that they were
unsuccessful and return the Financial Proposals of those consultants who did not pass
the technical evaluation (para 5.3)
7.2
The Consultant is expected to commence the Assignment on the date and at the
location specified in the Data Sheet.
12
8.
8.1
CONFIDENTIALITY
Information relating to evaluation of proposals and recommendations concerning

awards shall not be disclosed to the consultants who submitted the proposals or to
other persons not officially concerned with the process, until the winning Consultant has
been notified that it has been awarded the contract.
13
DATA SHEET
Information to Consultants
Clause
Reference
1.1
The name of the Client is KARNATAKA STATE INDUSTRIAL &

INFRASTRUCTURE DEVELOPMENT CORPORATION LIMITED,
The method of selection is : Least Cost Selection (LCS)
1.2
A technical and a Financial Proposals are requested: Yes No

The name, objectives and description of the Assignment are : Preparation
of Vision Document / Business Plan / Restructuring Plan for KSIIDC
1.3
The Assignment is phased: Yes ________ No _______ [If yes, indicate the
phasing] _______________________________________________
_________________________________________________________
1.4
A pre-proposal conference will be held: Yes _______ No ________ [If

yes, indicate date, time and venue] ___________________________
_________________________________________________________
_________________________________________________________
The name(s), address(es), and telephone/numbers of the Clients Official(s)
are:
Sri S. Ravi Shankar,
General Manager
KSIIDC Ltd.
Phone : 080 22269495, 22258131 3 3, Fax : 080 22255740
Email : [email protected]
1.5
The Client will provide the following inputs:

- Employee data base
- Activities of the Organization
- Co-ordination with other departments of GoK to study the possible role of
assistance by KSIIDC
- Office space in KSIIDC for experts
1.7.2
The Client envisages the need for continuity for downstream work: Yes ____
No ___ [If yes, outline in the Terms of Reference the scope, nature, and
timing of future work and indicate here the manner in which this information
14
will be factored in the evaluation]

1.11
The clauses on fraud and corruption in the contract are Sub-Clause 2.7.1 of
G.C.C
2.1
Clarifications may be requested upto three days prior to pre-proposal

conference
The address for requesting clarifications is:
General Manager
KSIIDC Ltd.
Phone : 080 22269495, 22258131 3 3, Fax : 080 22255740
3.1
Proposals should be submitted in the following language(s): English
3.2
(i)
The estimated number of key professional staff months required for
the
assignment is: _10 mon-months
(ii)
The minimum required experience of proposed key professional staff
is:
_
Key
Personnel
Institutional
Development
Specialist
and Team
Leader*
Specialization
Experience
Post Graduate in
Management with
experience in review,
assessment and
structuring of similar
institutions /
Corporate bodies
Industrial
and
Infrastructure
Finance
Specialist
MBA in Finance /
CA. Experience in
assessment
of
Industrial
and
Infrastructure
Finance
requirements
and
capacities;
Conversant
with
Around 10 years and

should have worked as a
team leader / deputy
team
leader
in
preparation of vision
document / business plan
/ restructuring plan of at
least one organization of
similar
nature
and
complexity during the
previous 5 years
Around 10 years and
should have worked in
preparation of vision
document / business plan
/ restructuring plan of at
similar
nature
and
complexity during the
previous 5 years
15
procedures
of
Infrastructure
Development on PPP
Basis
Human
Resource
Specialist
MBA or appropriate Around 10 years and

academic
should have worked in
qualification
with preparation of vision
specialization in H.R. document / business plan
assessment
and / restructuring plan of
Management
and atleast one organization
development issues. of similar nature and
Experience in HR complexity during the
assessment
and previous 5 years
Management
including
Legal
aspects.
*Team Leader should be available throughout the project period and till
completion of the assignment.
(vi)
Reports which are part of the assignment must be written in the
following
language: English
3.4
(vii)
Training is an important feature of this Assignment: Yes____ No___

[If yes provide appropriate information]
(viii) Additional Information in the Technical Proposal includes: _________

__________________________________________________________
3.10
Proposals must remain valid 90 days after the submission date

i.e. until:____________________________________________________
4.3
Consultants must submit an original and __2__ [Number] additional copies of

each proposal
4.4
The proposal submission address is :

General Manager
KSIIDC Ltd.
The information on the outer envelope should also include: Consultants name
& address and name of the project
16
4.5
Proposals must be submitted no later than the following date and time ____
_________________________________________________________
5.1
The address to send information to the Client is:

General Manager
KSIIDC Ltd.
Phone : 080 22269495, 22258131 3 3, Fax : 080 22255740
5.3
The number of points to be given under each of the evaluation criteria are:
Points
(i)
(ii)
(iii)
Specific experience of the consultants related

to the Assignment
- Experince No. of similar
- Innovativeness in such Business Plan
- Result of implementation of such Business
Plan
Adequacy of the proposed work plan and
methodology in responding to the TOR
- Approach
- Methodology
- Innovativeness & remarks on TOR
Qualifications and competence of the key
professional staff
for the Assignment
- Team Leader
- Infrastructure Finance Specialist
- Human Resource Specialist
Total Points :
15
20
65
100
The number of points to be given for qualifications and competence

of the key professional staff for the assignment are:
Points
(i)
(ii)
(iii)
General qualifications
- MBA from Reputed Institutions
(International, IIM, etc)
- MBA from other reputed institutes
- MBA from Universities, etc.
Adequacy for the project
- Experience in similar projects
- Experience in financial institutions / banks
Experience in similar project
- Experience in IIDC/SFCs Business Plan
Total Points :
30
50
20
--------100
The minimum technical score required to pass is : 75 Points

For all the above necessary documentation should be provided. Clients
17
certificates, if any will be desirable.

6.1
The address for negotiations is:

KSIIDC Ltd.
Phone : 080 22269495, 22258131 3 3, Fax : 080 22255740
7.2
The Assignment is expected to commence on [Month, Year] at [Location]:

April / May 2011 at Bangalore
Sincerely,
General Manager
KSIIDC
18
SECTION 3:
TECHNICAL PROPOSAL - STANDARD FORMS
3A.
Technical Proposal submission form.
3B.
Consultant's references.
3C.
Comments and suggestions on the Terms of Reference and on data services, and
facilities to be provided by the Client.
3D.
Description of the methodology and work plan for performing the assignment.
3E.
Team composition and task assignments.
3F.
Format of Curriculum Vitae of proposed key professional staff.
3G.
Time schedule for professional personnel.
3H.
Activity (work) schedule.
19
3A.
TECHNICAL PROPOSAL SUBMISSION FORM

[Location, Date]
FROM: (Name of Consultant)
TO: (Name and Address of Client)
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
Ladies/Gentlemen:
Subject: Hiring of Consultancy Service for ---------------------------------------------------------------Technical Proposal.
We, the undersigned, offer to provide the consulting services for the above in
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
under a separate envelope.
If negotiations are held during the period of validity of the Proposal, i.e., before
[Date] 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.
We understand you are not bound to accept any Proposal you receive.
We remain,
Yours sincerely,
Authorized Signature:
Name and Title of Signatory:
Name of Consultant:
Address:
20
3B.
CONSULTANT'S REFERENCES
Relevant services Carried out in the Last Five Years

That Best Illustrate Qualifications
Using the format below, provide information on each reference assignment for which your
firm/entity, either individually as a corporate entity or as one of the major companies within
an association, was legally contracted.
Assignment Name:
Country:
Location within Country:
Key professional staff Provided

by Your Firm/entity(profiles):
Name of Client:
No. of Staff:
Address:
No. of Staff-Months; duration

of assignment:
Start Date (Month/Year): Completion Date (Month/Year): Approx. Value of Services

(Rs.M):
No. of Months of Key
professional staff, provided
by Associated Consultants:
Name of Associated Consultants, if any:
Name of Senior Staff (Project Director/Coordinator, Team Leader) involved and functions
performed:
Narrative Description of Project:
Description of Actual Services Provided by Your Staff:
Consultant's Name:_______________________________
21
3C.
COMMENTS AND SUGGESTIONS OF CONSULTANTS ON THE TERMS OF REFERENCE AND ON

DATA, SERVICES, AND FACILITIES TO BE PROVIDED BY THE CLIENT
On the Terms of Reference:

1.
2.
3.
4.
5.
On the data, services, and facilities to be provided by the Client

1.
2.
3.
4.
5.
22
CONSULTANT'S NAME:
3D.
DESCRIPTION OF THE METHODOLOGY AND WORK PLAN

FOR PERFORMING THE ASSIGNMENT
23
3E.
1.
TEAM COMPOSITION AND TASK ASSIGNMENTS
Technical/ Managerial Staff
Sl. No.
Name
Position
Task
Name
Position
Task
1.
2.
3.
4.
..
..
2.
Support Staff
Sl. No.
1.
2.
3.
4.
..
..
24
3F.
FORMAT OF CURRICULUM VITAE (CV) FOR

PROPOSED KEY PROFESSIONAL STAFF
Proposed Position: ____________________________________________________________

Name of Consultant: __________________________________________________________
Name of Staff: ______________________________________________________________
Profession: __________________________________________________________________
Date of Birth: ________________________________________________________________
Years with Firm/Entity: ___________________________ Nationality: ___________________
Membership in Professional Societies: _____________________________________________
___________________________________________________________________________
Detailed Tasks Assigned: _______________________________________________________
___________________________________________________________________________
Key Qualifications:
[Give an outline of staff member's experience and training most pertinent to tasks on assignment.
Describe degree of responsibility held by staff member on relevant previous assignments and give
dates and locations. Use about half a page.]
___________________________________________________________________________
Education:
[Summarize college/university and other specialized education of staff member, giving names of
schools, dates attended, and degrees obtained. Use about one quarter of a page.]
___________________________________________________________________________
Employment Record:
[Starting with present position, list in reverse order every employment held. List all positions held
by staff member since graduation, giving dates, names of employing organizations, titles of
positions held, and locations of assignments. For experience in last ten years, also give types of
activities performed and client references, where appropriate. Use about two pages.]
Languages:
___________________________________________________________________________
25
Languages:
[For each language indicate proficiency: excellent, good, fair, or poor; in speaking, reading and
writing]
___________________________________________________________________________
Certification:
I, the undersigned certify that to the best of my knowledge and belief, these data correctly
describe me, my qualifications, and my experience.
______________________________________________________Date : _______________
[Signature of staff member and authorized representative of the Consultant] Day/Month/Year
Full name of staff member: _________________________________
Full name of authorized representative: _______________________
26
3G.
Sl.No.
Name
Position
TIME SCHEDULE FOR PROFESSIONAL PERSONNEL
Reports
Due/Activities
Months (in the form of a Bar Chart)*

1
10
11
12
Number of
Months
1.
Subtotal (1)
2.
Subtotal (2)
3.
Subtotal (3)
4.
Subtotal (4)
Full-time:
Reports Due:
Activities Duration:
_______
_______
_______
Part-time:
___________
Signature:________________
(Authorized Representative)
* The Schedule should be for the period of completion of assignment
Full Name:________________
Title:_____________________
Address:__________________
27
A.
3H.
ACTIVITY (WORK) SCHEDULE
3rd
Monthwise Program (in form of Bar Chart)++

(1st, 2nd, etc. are months from the start of assignment]
4th
5th
6th
7th
8th
9th
10th
Field Investigation and Study Items:
Sl.No.
Item Activity (Work)

1st
2nd
___________________
___________________
____________________
____________________
++ THE PROGRAM SHOULD BE PERIOD OF COMPLETION OF ASSIGNMENT.
B.
Completion and Submission of Reports
Reports:*
Programme: (Date)
1.
Inception Report
2.
Interim Progress Report

(a)
First Status Report
(b)
Second Status Report
3.
Draft Report
4.
Final Report
* Modify as required for the Assignment.
28
11th
12th
SECTION 4.
FINANCIAL PROPOSAL - STANDARD FORMS
4A.
Financial Proposal submission form.
4B.
Summary of costs.
4C.
Breakdown of costs.
29
4A.
FINANCIAL PROPOSAL SUBMISSION FORM

[ Location, Date]
FROM: (Name of Consultant)
TO: (Name and Address of Client)
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
Ladies/Gentlemen:
Subject: Hiring of Consultants' Services for ------------------------------------------------------------------------------Financial Proposal.
We, the undersigned, offer to provide the consulting services for the above in
accordance with your Request for Proposal dated [Date], and our Proposal (technical and
Financial Proposals). Our attached financial proposal is for the sum of [Amount in words and
figures].
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., [Date].
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,
Authorized Signature:
Name and Title of Signatory:
Name of Consultant:
Address:
30
4B.
No.
SUMMARY OF COSTS
Description @
Remuneration for Key professional staff
II
Supporting Staff
III
Transportation
IV
Reports and Document Printing
Other expenditure like,
Amount
(Rupees)
TOTAL COST
Consultancy Services Tax
TOTAL COSTS (Including Service Tax)
Note: The ceiling cost of the consultancy is as shown in the Summary of Costs. Payments
will be made as per stipulations of the Special Conditions of Contract. The break-up of
cost as given in formats 4C is to facilitate assessment of reasonableness of costs and
conducting negotiations in accordance with clause 6 of the Information to Consultants.
@ Modify the items as appropriate for the consultancy assignment.
31
4C.BREAKDOWN OF COSTS (RS)

Remuneration for Staff
I.
No.
Position
Name
Rate* (Rs.)
SM
Amount (Rs)
Key professional staff

1.
2.
3.
4.
5.
6.
Sub-Total
Sub-Key professional staff
1.
2.
3.
4.
5.
6.
Sub-Total
TOTAL
SM = Staff Month
II.
Support Staff
No.
Position
Name
Staff Months
Rate* ( Rs)
Amount( Rs )
1
2
3
4
Total :
* Provide the break up of the rates to show the basic salary, social costs and overhead,
32
VIII.
Reports and Document Printing

Number
No.
Description*
No. of
Copies
Rate per
Copy
( Rs.)
1.
2.
3.
4.
5.
Total
33
Amount
(Rs.)
SECTION 5:
TERMS OF REFERENCE
Broad Scope of Work / Terms of Reference for Preparation of a Business Plan for KSIIDC
Back ground:
Karnataka State Industrial and Infrastructure Development Corporation (KSIIDC) earlier known
as Karnataka State Industrial Investment and Development Corporation, was established in the
year 1964, as a wholly owned undertaking of the Government of Karnataka. The activities
of KSIIDC can be broadly classified under the following three areas:
a) Promotional, Developmental, Infrastructure Initiatives and Nodal Agency Role.
b) Promotion of Industries through Equity assistance.
c)
Promotion of Industries through Loan assistance.
Some of the major promotional and developmental activities undertaken by KSIIDC include:
i.
Promotion and implementation of the Bangalore International Airport Project at

Devanahalli (Phase-I) at a completion cost of Rs.2381 crores operationalised on
24th May 2008.
ii.
Khanija Bhavan - state of the art office complex constructed at a cost of Rs.52 cr
(excluding Land on long term lease from Mines & Geology Department) at Race
Course Road, Bangalore which became operational during the year 2000.
iii. IT / BT Park constructed at a cost of Rs.50 cr at Rajajinagar Industrial Area,

Bangalore (on 70:30 revenue sharing with KSSIDC) which became operational
during Sept.2006.
iv. Jindal Vijayanagar Steel Limited promoted by KSIIDC as a joint sector project
with the Jindal Group was commissioned during Aug. 1997 at a cost of Rs.3300
crs (capacity 1.25 mtpa Integrated Steel Plant).
This has been substantially
expanded by the Jindal Group between Aug 1999 to Feb 2009 by adding corex
I & II plant and Blast Furnace I, II & III whereby the capacity of the integrated
steel plant has been increased to 6.8 mtpa during Feb. 2009 at a total capital
investment of Rs.18,000 crs. This project is contributing significantly to the cause
of industrialization of that area.
34
v.
Promotion and implementation of Indian Institute of Information Technology,

Bangalore (IIIT-B) which has become a centre of excellence in imparting higher
learning in Information Technology.
vi. Administration
of
Food
Karnataka
Limited
for
the
development
and
implementation of Agro Food Parks at various locations of the State.

vii. Along with KSFC and SIDBI, KSIIDC has promoted Karnataka Information
Technology Venture Capital Fund (KITVEN Fund) to meet the venture capital
requirements of IT industry in Karnataka with an initial corpus of Rs.15 crores.
Based on the success achieved, a new KITVEN Fund-II has also been mooted for
which KSIIDC has sought approval of GoK which is awaited.
KSIIDC is currently involved in the following activities:
1. On the lending side, typical recovery of the pending loan portfolios
2. On the Infrastructure side, following are the activities :
a. Nodal Agency Role in PPP Projects
b. Advisory Role in PPP Projects
c. Developing Projects with Investments
In addition, KSIIDC has formed subsidiary companies like Food Karnataka Ltd. (FKL) and
Bangalore Airport Rail Link Ltd (BARL). FKL is still a part of KSIIDC. A detailed note on KSIIDC
is provided in Annexure.- I
In this context, it is proposed to undertake a business formulation study for KSIIDC to articulate
its business vision / role / restructuring of the Company in Karnataka and also identify specific
capacity building measures needed over time in achieving its business plan considering the
qualification and experience of the present workforce. This study, to be undertaken through a
national level consultant (Consultant") would be appointed through a transparent and
competitive bidding process.
1.0
Objectives:
The objectives of the assignment are to:
Develop a business plan for KSIIDC in line with the objectives of GOKs
Infrastructure and Industrial sectors strategy
Specific short and medium term actions, including implementation arrangements for
capacity building to support achievement of business plan.
35
2.0
Scope of work.
Description of the Company history, evolution and the present activities,
The consultant will map the nature of functions performed by KSIIDC vis- a- vis its
mandate and study the Present Activities vis a vis market scenario
Study the Existing Scenario: Basic market orientation in the related fields of activities :
local, regional and national.
Study the role being played by similar institutions in the Country; bring out
innovativeness in the future role of KSIIDC considering various constraints.
Examine various programmes of Government (various departments) and define

additional tasks that are likely to / can be entrusted to KSIIDC.
Review of ongoing activities of KSIIDC as well expected role(s) in future, considering

the following.
Review of KSIIDCs current revenue model, financial position, financial
management aspects, sources and use of funds including balance sheet
analysis.
Review of its business processes, institutional mechanisms and delegation of
powers to the Board and management team;
Government support and regulations: Proposals in context of government
economic development and investment program. Specific government incentives
and support available; various government programmes wherein KSIIDC can
play a vital role.
To examine nodal agency role for development of industrial and related
infrastructure.
Expected returns from the proposed activities towards Financial development
of the Company. SWOT analysis for suggested activities
Should work out strategic options and fall back options for various scenarios.
Action Plan (Short term, Medium term & Long term) to achieve the set goals /
objectives.
Present vision & proposed vision of KSIIDC; Role of KSIIDC as per the MoA /
AoA required changes thereof.
Based on the above and through a consultative process, articulate a business vision for
KSIIDC. Formulate a vision, and define medium term goals and Action Plan for
achieving the same with time lines. In line with the vision, develop a business plan for
KSIIDC, including revenue model, funding strategies, financial projections, institutional
36
arrangements, organisational structure, staffing pattern, business processes and an

operations manual for the organisation.
Preparation of Database of employees qualification, experience, trainings

undergone & expertise / interests.
Study & critically review the present
Organisational Structure, C & R Rules, Present workforce qualification & experience,

expertise availability, need for augmentation of expertise along with timelines, etc
and suggest changes / modifications in the C&R Rules, etc for making this as a
Professional Company
Technical Resources - manpower (Qualification & Experience) and Financial Resources:

Also study the implications of actions like VRS, CRS, Deputation, closure of branch
offices, outsourcing of activities, etc
The business plan shall also include the key requirements/ gaps needed to be
addressed by KSIIDC as well as recommended measures for addressing them, for
achieving its business plan over the short to medium term (such as capacity building
measures, computerization / atomization, outsourcing etc).
Preparation of Organisation Structure to fit into the new role in addition to the existing
role & placing the existing personnel in the new organization chart.
To identify
additional manpower required for augmenting the capacity of the organization and
time schedule for the same. Based on evaluation of expertise & the requirement for
the new role, training & capacity building of the employees to be taken up in a
planned way.
Action Plan for implementation of Business Plan with implementation schedule for
achieving self sustainability financial & technical
The Business Plan shall also cover managing of a project development and Advisory
facility by KSIIDC.
It shall also cover performance auditing and performance
evaluation, including format for Annual Appraisal based on targets & achieved.
4.0
Approach
Consultants design will be based on review of similar arrangements in other states and
international experience in this area. The operating procedures will be drafted based on
discussions with KSIIDC and concerned departments of GoK (IDD, C&I and FD).
5.0
Time Frame and Deliverables
The reports and deliverables are as follows:

Activity
Inception report
Time From Start-Weeks

2
37
Workshop for review and discussion on existing setup and articulation of business vision
Draft Business Plan and Operations Manual
Workshop for review and discussion and draft
deliverables
Submission of final report and Operations Manual
based on the remarks of review committee
6.0
6
12
14
With 1 weeks from receipt of
comments / total 16 weeks
Key Skill requirements
Key Personnel
Institutional Development
Specialist and Team Leader
Specialization
Post
Graduate
in
Management with experience
in review, assessment and
structuring
of
similar
institutions / Corporate bodies
Industrial and Infrastructure

Finance Specialist
MBA in Finance / CA.

Experience in assessment of
Industrial and Infrastructure
Finance requirements and
capacities; Conversant with
procedures of Infrastructure
Development on PPP Basis
MBA or appropriate academic
qualification
with
specialization
in
H.R.
assessment and Management
and
development
issues.
Experience in HR assessment
and Management including
Legal aspects.
Human Resource Specialist
7.0
Experience
Around 10 years and should
have worked as a team leader
/ deputy team leader in
preparation of vision document
/ business plan / restructuring
plan of at least
one
organization of similar nature
and complexity during the
previous 5 years
have worked in preparation of
vision document / business
plan / restructuring plan of at
similar nature and complexity
during the previous 5 years
have worked in preparation of
vision document / business
plan / restructuring plan of at
similar nature and complexity
during the previous 5 years
Study review and support from client.
KSIIDC will make available all necessary information required for undertaking the study.
Overall supervision and strategic guidance will be provided by a committee comprising senior
Officers of KSIIDC & Government.
38
ANNEXURE I
1.
1.1
Introduction and Activities of KSIIDC
KSIIDC was established in the year 1964, as a wholly owned undertaking of the
Government of Karnataka.
The activities of KSIIDC can be broadly classified under
the following three areas:

a) Promotional, Developmental, Infrastructure Initiatives and Nodal Agency Role.
b) Promotion of Industries through Equity assistance.
c)
1.2
Promotion of Industries through Loan assistance.
Some of the major promotional and developmental activities undertaken by KSIIDC

include:
i.
Promotion and implementation of the Bangalore International Airport Project at

Devanahalli (Phase-I) at a completion cost of Rs.2381 crores operationalised on
24th May 2008.
ii. Khanija Bhavan - state of the art office complex constructed at a cost of Rs.52 cr
(excluding Land on long term lease from Mines & Geology Department) at Race
Course Road, Bangalore which became operational during the year 2000.
iii. IT / BT Park constructed at a cost of Rs.50 cr at Rajajinagar Industrial Area,
Bangalore (on 70:30 revenue sharing with KSSIDC) which became operational
during Sept.2006.
iv. Jindal Vijayanagar Steel Limited promoted by KSIIDC as a joint sector project
with the Jindal Group was commissioned during Aug. 1997 at a cost of Rs.3300 crs
(capacity 1.25 mtpa Integrated Steel Plant). This has been substantially expanded
by the Jindal Group between Aug 1999 to Feb 2009 by adding corex I & II plant
and Blast Furnace I, II & III whereby the capacity of the integrated steel plant has
been increased to 6.8 mtpa during Feb. 2009 at a total capital investment of
Rs.18,000 crs.
This project is contributing significantly to the cause of
industrialization of that area.
39
v. Promotion and implementation of Indian Institute of Information Technology,

Bangalore (IIIT-B) which has become a centre of excellence in imparting higher
learning in Information Technology.
vi. Administration of Food Karnataka Limited for the development and implementation
of Agro Food Parks at various locations of the State.
vii. Along with KSFC and SIDBI, KSIIDC has promoted Karnataka Information
Technology Venture Capital Fund (KITVEN Fund) to meet the venture capital
requirements of IT industry in Karnataka with an initial corpus of Rs.15 crores.
Based on the success achieved, a new KITVEN Fund-II has also been mooted for
which KSIIDC has sought approval of GoK which is awaited.
1.3
Promotion through Equity Assistance:

KSIIDC has assisted in all about 135 industrial ventures in the State by participating in
the equity of both listed and unlisted Companies. Some of the notable Companies
include:
BMD Foundry (DISA India Limited), Jindal Vijayanagar Steel Limited (JSW Steel),
Vikrant Tyres Limited (JK Tyres), Karnataka Anti Biotics and Pharmaceuticals Ltd., South
India Paper Mills, Nanjangud,
Karuturi Global (Floriculture), Murudeshwara
Ceramics (Naveen Tiles), RPG Cables, Mysore, Shimoga Steels, Mysore

The equity portfolio comprises a few listed and many unlisted Companies KSIIDC
continues to hold equity at cost amounting to Rs.125.04 crores in 104 companies as on
31.03.2010. During year ended 31.03.2010 KSIIDC has realized Rs.8.58 crores by
way of divestment of a portion of this equity portfolio.
1.4
Promotion through Loan Assistance:

KSIIDC in the past has sanctioned and disbursed loans as summarized below:
(Rs. in crores)
Cumulative Loan Portfolio
No. of
2009-10
As of March 2010
proposals
Sanctions
2762
310212
Disbursements
2723
2178.15
Loan outstanding
286
314.33
Some of the notable Companies include:
Infosys, WIPRO, CIPLA, ASTRA-IDL, Kurlon, Deccan Herald, Mallya Hospital, Ashok Iron
40
Works-Belgaum, Basant Betons & Floorings-Hubli, Divgi Metal Works-Sirsi, Hical

Magnetics - Bangalore, Jupiter Bio Science -Bidar, Manipal Printers & Publishers,
Mysore Polymers and
Rubbers-Mysore,
Pearlite Liners-Shimoga, Ruchi Soya
Industries - Mangalore, Raisons Breeders- Mercara, Tata BP Solar- Anekal

2.
Performance High Lights of KSIIDC for the last 3 years:
2.1
KSIIDC was a profit making Company for almost three decades of its existence and
has contributed significantly to the industrial development of the State.
Due to
changing market forces and ushering of economic liberalization (which brought about
severe competition in the financial market), the operations of KSIIDC suffered in the
last few years, as it did not have access to low cost funds.
2.2
The operations of KSIIDC therefore resulted in losses from 1999-2000 onwards.
Due
to the timely corrective measures and initiatives taken for the revival, the financial
performance of the year 2006-07 witnessed a turn around. KSIIDC has since been
posting cash profits including in the year ended on 31.3.2010.
However, the
accumulated losses carried forward by KSIIDC stood at Rs.416.93 crores (provisional)

as on 31.03.2010.
2.3
A brief outline of the financial performance for latest 3 years is given below:
(Rs. in crores)
Particulars
FY 2007
FY 2008 FY 2009
FY 2010
Sanctions
3
0
0
4.900
Disbursement (BIAP
9.62
17.72
7.53
3.25
/ KAPL / KITVEN
Equity)
Recovery:
- Principal
113.71
62.61
77.24
17.85
38.27
37.69
32.69
5.19
- Interest
- Total
151.98
100.30
109.93
23.04
Total Income
88.03
95.41
71.18
53.44
Profit
/
(loss)
36.91
50.36
42.19
20.15
before dep. &
provision
3.
Performance Highlights for FY 2010-11:

KSIIDC is estimated to achieve profit before interest and depreciation (cash profit) of
Rs.18.69 crores (provisional) during the year.
Disbursement of Rs.3.25 crores towards equity investment in KAPL / KITVEN.
41
KSIIDC did not avail any financial assistance from any source.
Recovery of loans was on expected levels during the first half of FY 2010 and
mellowed during the later part on account of difficult market / financial conditions.
A major portion of the recovery was on account of receipts against One Time
Settlement (OTS).
Allotment of Cumulative Redeemable Preference Shares (CRPS) to IDBI & SIDBI has
been completed during the year. With this, the total CRPS amount allotted (including
interest component) is Rs.197.63 crs which has to be redeemed in three tranches, at
the end of FY 2012, 2013 & 2014.
The interest commitments to IDBI and SIDBI against the negotiated settlement were
paid in time during the current year.
KSIIDC has fully utilized the funds earmarked by the Government for servicing of the
HUDCO loan and for investment in the equity capital of BIAL. Also, KSIIDC has acted
as a pass through agent for routing state support for the airport project, fencing the
DBP land and for procurement of land for trumpet interchange.
4.
Major Initiatives Taken

As a revival measure, KSIIDC has undertaken the following major initiatives in the last
two years:
Thrust on consolidation of existing operations by :
a.
putting loan sanctions on hold.
b.
focused approach to recovery.
c.
transparent One Time Settlement (OTS) Scheme to clean up sticky
accounts /
NPAs.
d.
aggressive sale of assets taken over.
e.
aggressive disinvestment of equity portfolio.
Restructuring of the existing liabilities:

(i)
As per the negotiated settlement reached with major creditors (IDBI & SIDBI) the
principal dues aggregating to Rs.554 crores have been paid on due dates.
(ii) Interest rate for the above dues (brought down to 6% per annum) is being
serviced regularly commencing from 1st January 2009 and will end by 1st January
2011.
42
(iii) Interest arrears on the above loans amounting to Rs. 191 crores have been
converted into cumulative redeemable preferences shares carrying 1% dividend
and redeemable from the year 2012 upto 2014.
With the help of Government Guarantee, low cost funds of Rs.200 crores from market,
has been raised (Rs.75 crores during 2005-06 and Rs.125 crores during 2006-07).
This has to be repaid under put / call option at the end of 5th year commencing from
year 2011 ending with year 2013.
High cost borrowing amounting to Rs.26 crores contracted from banks to fund IT / BT
Park Project at Rajajinagar has been repaid / foreclosed.
VRS was introduced to rationalize the existing man power (to be revived again).
Pro active and intensive monitoring of infrastructure projects on hand.
Active follow-up for identifying and formulation of new urban infrastructure projects in
association with IL&FS.
43
SECTION VI: CONTRACT FOR CONSULTANT'S SERVICES
between

and
_________________________________
[Name of Consultants]
Dated :
44
CONTENTS
Page No.
I.
FORM OF CONTRACT
II.
GENERAL CONDITIONS OF CONTRACT

1.
2.
3.
General Provisions
1.1
Definitions
1.2
Law Governing the Contract
1.3
Language
1.4
Notices
1.5
Location
1.6
Authorized Representatives
1.7
Taxes and Duties
Commencement, Completion, Modification and Termination of
Contract
2.1
Effectiveness of Contract
2.2
Commencement of Services
2.3
Expiration of Contract
2.4
Modification
2.5
Force Majeure
2.5.1
Definition
2.5.2
No Breach of Contract
2.5.3
Extension of Time
2.5.4
Payments
2.6
Suspension
2.7
Termination
2.7.1
By the Client
2.7.2
By the Consultants
2.7.3
Cessation of Rights and Obligations
2.7.4
Cession of Services
2.7.5
Payment upon Termination
Obligations of the Consultants

3.1
General
45
3.2
Conflict of Interest
Consultants Not to Benefit from Commission,
3.2.1
Discounts, etc
3.2.2
Procurement Rules of Funding Agencies
Consultants and Affiliates Not to engage in
3.2.3
certain Activities
3.2.4
Prohibition of Conflicting Activities
3.3
Confidentiality
3.4
Insurance to be taken out by the Consultants
3.5
Consultants Actions Requiring Clients Prior Approval
3.6
Reporting Obligations
Documents Prepared by the Consultants to be the
Property of the Client
Equipment and Materials Furnished by the Client
3.7
3.8
4.
5.
6.
7.
Consultants Personnel and Sub-Consultants

4.1
Description of Personnel
4.2
Removal and/or Replacement of Personnel
Obligations of the Client

5.1
Assistance and Exemption
5.2
Services and Facilities
Payments to the Consultants

6.1
Lump Sum Remuneration
6.2
Contract Price
6.3
Payment for Additional Services
6.4
Terms and Conditions of Payment
6.5
Interest on Delayed Payments
Settlement of Disputes
7.1
Amicable Settlement
7.2
Dispute Settlement
III.
SPECIAL CONDITIONS OF CONTRACT
IV.
APPENDICES.
Appendix A -
Description of the Services
Appendix B -
Reporting Requirements
Appendix C -
Key Personnel and Sub-Consultants
46
Appendix D -
Services and Facilities to be provided by the Client
Appendix E -
Breakdown of Contract price in Indian Rupees
Appendix F -
Form of Bank Guarantee for Advance Payments
47
I.
FORM OF CONTRACT
This CONTRACT (hereinafter called the "Contract") is made the day
of
the
month
of
_____________, 20 ___, between, on the one hand, ________ (hereinafter
called
the
"Client") and, on the other hand,
called
the
______________________ (hereinafter
"Consultants").
[*Note: If the Consultants consist of more than one entity, the above should be partially amended
to read as follows:
".... (hereinafter called the "Client") and, on the other hand, a joint venture consisting of the
following entities, each of which will be jointly and severally liable to the Client for all the
Consultants' obligations under this Contract, namely, and
(hereinafter
called
the
Consultants.") " ]
WHEREAS
(a)
the Client has requested the Consultants to provide certain consulting services as
defined in the General Conditions of Contract attached to this Contract (hereinafter
called the "Services");
(b)
the Consultants, having represented to the Client that they have the required
professional skills, and personnel and technical resources, have agreed to provide the
Services on the terms and conditions set forth in this Contract;
NOW THEREFORE the parties hereto hereby agree as follows:

1.
The following documents attached hereto shall be deemed to form an integral part of
this Contract:
(a)
The General Conditions of Contract (hereinafter called "GC");
(b)
The Special Conditions of contract (hereinafter called "SC");
(c)
The following Appendices:

Appendix A :
Description of the Services
_________
Appendix B :
Reporting Requirements
_________
Appendix C :
Key Personnel and Sub-Consultants

Services and Facilities to be provided by
the Client
Breakdown of Contract price in Indian
Rupees
_________
Appendix D :
Appendix E :
48
_________
_________
Appendix F -
Form of Bank Guarantee for Performance

Guarantee
_________
[Note: If any of these Appendices are not used, the words "Not Used" should be inserted below
next to the title of the Appendix on the sheet attached hereto carrying the title of that
Appendix.]
2.
The mutual rights and obligations of the Client and the Consultants shall be as set forth
in the Contract, in particular:
(a)
The Consultants shall carry out the Services in accordance with the provisions of
the Contract; and
(b)
the Client shall make payments to the Consultants in accordance with the
provisions of the Contract.
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

[NAME OF CLIENT]
By
FOR AND ON BEHALF OF

[NAME OF CONSULTANT]
By
[Note: If the Consultants consist of more than one entity, all of these entities should appear as
signatories, e.g., in the following manner']
FOR AND ON BEHALF OF EACH OF
THE MEMBERS OF THE
CONSULTANTS
[Name of Member]
49
By
[Name of Member]
By
etc.
50
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)
"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;
(b)
"Contract" means the Contract signed by the Parties, to which these General
Conditions of Contract (GC) are attached, together with all the documents
listed in Clause 1 of such signed Contract;
(c)
"Effective Date" means the date on which this Contract comes into force and
effect pursuant to Clause GC 2.1
(d)
"Contract Price" means the price to be paid for the performance of the
Services, in accordance with Clause 6;
(e)
"GC" means these General Conditions of Contract;
(f)
"KSIIDC" means Karnataka State Industrial & Infrastructure Development

Corporation Limited;
(g)
"Local currency" means Indian Rupeea;
(h)
"Member", in case the Consultants consist of a joint venture of more than one
entity, means any of these entities, and "Members" means all of these entities;
'Member in Charge' means the entity specified in the SC to act on their behalf
in exercising all the Consultants' rights and obligations towards the Client under
this Contract.
(i)
"Party" means the Client or the Consultants, as the case may be, and Parties
means both of them;
(j)
"Personnel" means persons hired by the Consultants or by any Sub-consultant as

employees and assigned to the performance of the Services or any part
thereof; and 'key personnel' means the personnel referred to in Clause GC4.2
(a)
(k)
"SC" means the Special Conditions of Contract by which these General

Conditions of Contract may be amended or supplemented;
(l)
"Services" means the work to be performed by the Consultants pursuant to this

Contract as described in Appendix A; and
51
(m)
"Sub-consultant" means any entity to which the Consultants subcontract any part
of the Services in accordance with the provisions of Clauses 3.5 and 4.
(n)
'Third party" means any person or entity other than the Government, the Client,
the Consultants, or a Sub-Consultant.
1.2
Law Governing the Contract

This Contract, its meaning and interpretation, and the relation between the Parties shall
be governed by the Applicable Law.
1.3
Language
This Contract has been executed in English language, which shall be the binding and
controlling language for all matters relating to the meaning or interpretation of this
Contract.
1.4
Notices
Any notice, request or consent made pursuant to this Contract shall be in writing and
shall be deemed to have been made when delivered in person to an authorized
representative of the Party to whom the communication is addressed, or when sent by
registered mail, telex, telegram or facsimile to such Party at the address specified in
the SC.
1.5
Location
The Services shall be performed at such locations as are specified in Appendix A and,
where the location of a particular task is not so specified, at such locations, whether in
Karnataka or elsewhere, as the Client may approve.
1.6
Authorized Representatives
Any action required or permitted to be taken, and any document required or
permitted to be executed, under this Contract by the Client or the Consultants may be
taken or executed by the officials specified in
the SC.
1.7
Taxes and Duties
52
The Consultants, Sub-consultants and their Personnel shall pay such taxes, duties, fees
and other impositions as may be levied under the Applicable Law, the amount of which
is deemed to have been included in the Contract Price.
2.
Commencement, Completion, Modification and termination of Contract
2.1
Effectiveness of Contract
This Contract shall come into effect on the date the Contract is signed by both Parties
or such other later date as may be stated in the SC.
2.2
Commencement of Services
The Consultants shall begin carrying out the Services within thirty (30) days after the
date the Contract becomes effective, or at such other date as may be specified in the
SC.
2.3
Expiration of Contract
Unless terminated earlier pursuant to Clause 2.7, this Contract shall terminate at the
end of such time period after the Effective Date as is specified in the SC.
2.4
Modification
Modification of the terms and conditions of this Contract, including any modification of
the scope of the Services or of the Contract Price, may only be made by written
agreement between the Parties.
2.5
Force Majeure
2.5.1 Definition
For the purposes of this Contract, "Force Majeure" means an event which is
beyond the reasonable control of a Party, and which makes a Party's
performance of its obligations under the Contract impossible or so impractical
as to be considered impossible under the circumstances.
2.5.2 No Breach of Contract
The failure of a Party to fulfill any of its obligations under the 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 Majeure, provided that the Party
affected by such an event (a) has taken all reasonable precautions, due care
53
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.
2.5.3 Extension of Time
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.
2.5.4 Payments
During the period of their inability to perform the Services as a result of an
event of Force Majeure, the Consultants shall be entitled to continue to be paid
under the terms of this Contract, as well as to be reimbursed for additional
costs reasonably and necessarily incurred by them during such period for the
purposes of the Services and in reactivating the Service after the end of such
period.
2.6
Suspension:
The Client may by written notice of suspension to the Consultants, suspend all payments
to the Consultants hereunder if the Consultants fail to perform any of their obligations
under this contract, including the carrying out of the Services, provided that such notice
of suspension (i) shall specify the nature of the failure, and (ii) shall request the
Consultants to remedy such failure within a period not exceeding thirty (30) days after
receipt by the Consultants of such notice of suspension.
2.7
Termination
2.7.1 By the Client
The Client may terminate this Contract, by not less than thirty (30) days' written
notice of termination to the Consultants, to be given after the occurrence of any
of the events specified in paragraphs (a) through (d) of this Clause 2.7.1 and
sixty (60) days' in the case of the event referred to in (e):
(a)
if the Consultants do not remedy a failure in the performance of their

obligations under the Contract, within thirty (30) days of receipt after
being notified or within such further period as the Client may have
subsequently approved in writing;
54
(b)
if the Consultants (or any of their Members) become insolvent or

bankrupt;
(c)
if, as the result of Force Majeure, the Consultants are unable to perform
a material portion of the Services for a period of not less than sixty
(60) days; or
(d)
if the consultant, in the judgment of the Client has engaged in corrupt or

fraudulent practices in competing for or in executing the Contract.
For the purpose of this clause:
"corrupt practice" means the offering, giving, receiving or soliciting of
anything of value to influence the action of a public official in the
selection process or in contract execution.
"fraudulent practice" means a misrepresentation of facts in order to
influence a selection process or the execution of a contract to the
detriment of KSIIDC, and includes collusive practice among consultants
(prior to or after submission of proposals) designed to establish prices
at artificial non-competitive levels and to deprive KSIIDC of the benefits
of free and open competition.
(e)
if the Client, in its sole discretion and for any reason whatsoever,
decides to terminate this Contract.
2.7.2 By the Consultants

The Consultants may terminate this Contract, by not less than thirty (30) days'
written notice to the Client, such notice to be given after the occurrence of any
of the events specified in paragraphs (a) through (c) of this Clause 2.7.2:
(a)
if the Client fails to pay any monies due to the Consultants pursuant to
this Contract and not subject to dispute pursuant to Clause 7 hereof
within forty-five (45) days after receiving written notice from the
Consultants that such payment is overdue;
(b)
If the Client is in material breach of its obligations pursuant to this

Contract and has not remedied the same with in forty-five (45) days (or
such longer period as the Consultants may have subsequently approved
in writing) following the receipt by the Client of the Consultants' notice
specifying such breach;
55
(c)
if, as the result of Force Majeure, the Consultants are unable to perform
a material portion of the Services for a period of not less than sixty
(60) days.
2.7.3 Cessation of Rights and Obligations

Upon termination of this Contract pursuant to Clause GC 2.7 , or upon
expiration of this Contract pursuant to Clause GC 2.3, all rights and obligations
of the Parties hereunder shall cease, except :
(i)
such rights and obligations as may have accrued on the date of

termination or expiration;
(ii)
the obligation of confidentiality set forth in Clause GC 3.3 hereof;
(iii)
any right which a Party may have under the Applicable Law.
2.7.4
Cessation of Services
Upon termination of this Contract by notice of either Party to the other
pursuant to Clauses GC 2.7.1 or GC 2.7.2 hereof, the Consultants shall,
immediately upon dispatch or receipt of such notice, take all necessary steps
to bring the Services to a close in a prompt and orderly manner and shall
make every reasonable effort to keep expenditures for this purpose to a
minimum. With respect to documents prepared by the Consultants and
equipment and materials furnished by the Client, the Consultants shall proceed
as provided, respectively, by Clauses GC 3.7 and GC 3.8 .
2.7.5 Payment upon Termination

Upon termination of this Contract pursuant to Clauses 2.7.1 or 2.7.2, the Client
shall make the following payments to the Consultants:
(a)
remuneration pursuant to Clause 6 for Services satisfactorily performed

prior to the effective date of termination;
(b)
except in the case of termination pursuant to paragraphs (a) and (b) of

Clause 2.7.1, reimbursement of any reasonable cost incident to the
prompt and orderly termination of the Contract.
3.
Obligations of the Consultants:
3.1
General
56
The Consultants shall perform the Services and carry out their obligations hereunder
with all due diligence, efficiency and economy, in accordance with generally accepted
professional techniques and practices, and shall observe sound management practices,
and employ appropriate advanced technology and safe methods. The Consultants
shall always act, in respect of any matter relating to this Contract or to the Services, as
faithful advisers to the Client, and shall at all times support and safeguard the Client's
legitimate interests in any dealings with Sub-consultants or third parties.
3.2
Conflict of Interests
3.2.1 Consultants Not to Benefit from Commissions, Discounts, etc.
The remuneration of the Consultants pursuant to Clause 6 shall constitute the
Consultants' sole remuneration in connection with this Contract or the Services,
and the Consultants shall not accept for their own benefit any trade commission,
discount or similar payment in connection with activities pursuant to this Contract
or to the Services or in the discharge of their obligations under the Contract,
and the Consultants shall use their best efforts to ensure that the Personnel, any
Sub-consultants, and agents of either of them, similarly shall not receive any
such additional remuneration.
3.2.2 Procurement Rules of Funding Agencies
If the Consultants, as part of the Services, have the responsibility of advising
the Client on the procurement of goods, works or services, the Consultants shall
comply with any applicable procurement guidelines of the funding agencies
and shall at all times exercise such responsibility in the best interest of the
Client. Any discounts or commissions obtained by the
Consultants in the exercise of such procurement responsibility shall be for the
account of the Client.
3.2.3 Consultants and Affiliates Not to engage in certain Activities
The Consultants agree that, during the term of this Contract and after its
termination, the Consultants and their affiliates, as well as any Sub-consultant
and any of its affiliates, shall be disqualified from providing goods, works or
services (other than the Services and any continuation thereof) for any project
resulting from or closely related to the Services.
57
3.2.4 Prohibition of Conflicting Activities

Neither the Consultants nor their Sub-consultants nor the Personnel shall
engage, either directly or indirectly, in any of the following activities:
(a)
during the term of this Contract, any business or professional activities in

the Government's country which would conflict with the activities
assigned to them under this Contract; or
(b)
after the termination of this Contract, such other activities as may be

specified in the SC.
3.3
Confidentiality
The Consultants, their Sub-consultants, and the Personnel of either of them shall not,
either during the term or within two (2) years after the expiration of this Contract,
disclose any proprietary or confidential information relating to the Project, the
Services, this Contract, or the Client's business or operations without the prior written
consent of the Client.
3.4
Insurance to Be Taken out by the Consultants

The Consultants (a) shall take out and maintain, and shall cause any Sub-consultants to
take out and maintain, at their (or the Sub-consultants', as the case may be) own cost
but on terms and conditions approved by the Client, insurance against the risks, and for
the coverage, as shall be specified in the SC; and (b) at the Client's request, shall
provide evidence to the Client showing that such insurance has been taken out and
maintained and that the current premiums have been paid.
3.5
Consultants' Actions Requiring Client's Prior Approval

The Consultants shall obtain the Client's prior approval in writing before taking any of
the following actions:
(a)
entering into a subcontract for the performance of any part of the Services, it
being understood (i) that the selection of the Sub-consultant and the terms and
conditions of the subcontract shall have been approved in writing by the Client
prior to the execution of the subcontract, and (ii) that the Consultants shall
remain fully liable for the performance of the Services by the Sub-consultant
and its Personnel pursuant to this Contract;
(b)
appointing such members of the Personnel not listed by name in Appendix C

("Key Personnel and Sub-consultants"), and
58
(c)
3.6
any other action that may be specified in the SC.
Reporting Obligations
The Consultants shall submit to the Client the reports and documents specified in
Appendix B in the form, in the numbers, and within the periods set forth in the said
Appendix.
3.7
Documents Prepared by the Consultants to Be the Property of the Client

All plans, drawings, specifications, designs, reports and other documents and software
submitted by the Consultants in accordance with Clause 3.6 shall become and remain
the property of the Client, and the Consultants shall, not later than upon termination or
expiration of this Contract, deliver all such documents and software to the Client,
together with a detailed inventory thereof. The Consultants may retain a copy of such
documents and software. Restrictions about the future use of these documents, if any,
shall be specified in the SC.
3.8
Equipment and Materials Furnished by the Client

Equipment and materials made available to the Consultants by the Client or purchased
by the Consultants with funds provided by the Client shall be the property of the Client
and shall be marked accordingly. Upon termination or expiration of this Contract, the
Consultants shall make available to the Client an inventory of such equipment and
materials and shall dispose of such equipment and materials in accordance with the
Client's instructions. While in possession of such equipment and materials, the
Consultants, unless otherwise instructed by the Client in writing, shall insure them at the
expense of the Client in an amount equal to their replacement value.
4.
Consultants' Personnel and Sub-Consultants
4.1
Description of Personnel
The titles, agreed job descriptions, minimum qualifications and estimated periods of
engagement in the carrying out of the Services of the Consultants' Key Personnel are
described in Appendix C. The Key Personnel and Sub-consultants listed by title as well
as by name in Appendix C are hereby approved by the Client.
4.2
Removal and/or Replacement of Personnel
59
(a)
Except as the Client may otherwise agree, no changes shall be made in the
Key Personnel. If, for any reason beyond the reasonable control of the
Consultants, it becomes necessary to replace any of the Key Personnel, the
Consultants shall forthwith provide as a replacement a person of equivalent or
better qualifications.
(b)
If the Client finds that any of the Personnel have (i) committed serious
misconduct or has 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 Consultants shall, at the Client's written request specifying
the grounds therefor, forthwith provide as a replacement a person with
qualifications and experience acceptable to the Client.
(c)
The Consultants shall have no claim for additional costs arising out of or
incidental to any removal and/or replacement of Personnel.
5.
Obligations of the Client
5.1
Assistance and Exemptions

Unless otherwise specified in the SC, the Client shall use its best efforts to ensure that
the KSIIDC shall:
(a)
issue to officials, agents and representatives of the KSIIDC all such instructions
as may be necessary or appropriate for the prompt and effective
implementation of the Services;
(b)
assist the Consultants and the Personnel and any Sub-consultants employed by
the Consultants for the Services from any requirement to register or obtain any
permit to practice their profession or to establish themselves either individually
or as a corporate entity according to the Applicable Law;
(c)
provide to the Consultants, Sub-consultants and Personnel any such other

assistance as may be specified in the SC.
5.2
Services and Facilities

The Client shall make available to the Consultants and the Personnel, for the purposes
of the services and free of any charge, the services, facilities and property described
in Appendix D at the times and in the manner specified in said Appendix D, provided
that if such services, facilities and property shall not be made available to the
Consultants as and when so specified, the Parties shall agree on (i) any time extension
that it may be appropriate to grant to the Consultants for the performance of the
60
Services, (ii) the manner in which the Consultants shall procure any such services,
facilities and property from other sources, and (iii) the additional payments, if any, to
be made to the Consultants as a result thereof.
6.
Payment to the Consultants:
6.1
Lump Sum Remuneration

The Consultant's total remuneration shall not exceed the Contract Price and shall be a
fixed lump sum including all staff costs, Sub-consultants' costs, printing, communications,
travel, accommodation, and the like, and all other costs incurred by the Consultant in
carrying out the Services described in Appendix A. Except as provided in Clause 5.2,
the Contract Price may only be increased above the amounts stated in clause 6.2 if the
Parties have agreed to additional payments in accordance with Clause 2.4.
6.2
Contract Price
The Contract price is set forth in the SC.
6.3
Payment for Additional Services

For the purpose of determining the remuneration due for additional services as may be
agreed under Clause 2.4, a breakdown of the lump sum price is provided in
Appendices D and E.
6.4
Terms and Conditions of Payment

Payments will be made to the account of the Consultants and according to the payment
schedule stated in the SC. Any other payment shall be made after the conditions listed
in the SC for such payment have been met, and the Consultants have submitted an
invoice to the Client specifying the amount due.
6.5
Interest on Delayed Payments

If the Client has delayed payments beyond fifteen (15) days after the due date
stated in the SC, interest shall be paid to the Consultants for each day of delay at the
rate stated in the SC.
7.
Settlement of Disputes
61
7.1
Amicable Settlement
The Parties shall use their best efforts to settle amicably all disputes arising out of or in
connection with this Contract or its interpretation.
7.2
Dispute Settlement
Any dispute between the Parties as to matters arising pursuant to this Contract that
cannot be settled amicably within thirty (30) days after receipt by one Party of the
other Party's request for such amicable settlement may be submitted by either Party
for settlement in accordance with the provisions specified in the SC.
62
III.
Number of GC
Clause *
SPECIAL CONDITIONS OF CONTRACT
Amendments of, and Supplements to, Clauses in the

General Conditions of Contract
Clause 3.8 of General Conditions is deleted.

[1.1 (h)
[1.4.1
The Member in Charge is _____________________].

The addresses are:
Client
: KARNATAKA STATE INDUSTRIAL & INFRASTRUCTURE

Attention
: General Manager
Telephone
: 080 22269495, 22258131 2 3
Facsimile
: Fax : 080 22255740
E-mail
: [email protected]
Consultants
:_________________________
_________________________
_________________________
Attention
:_________________________
Telex
: _________________________
Facsimile
: _________________________
E-mail
: _________________________
[Note1Fill in the blanks]

[1.4.2
[1.6
The Authorized Representatives are:

For the Client
: Sri S. Ravi Shankar, General Manager, KSIIDC
All Notes should be deleted in the Final Text
63
For the Consultant
[Note: Fill in the blanks]

[1.7.1
The consultants and the personnel shall pay the taxes, duties, fees, levies and other
impositions levied under the existing, amended or enacted laws during life of this
contract and the client shall perform such duties in regard to the deduction of such
tax as may be lawfully imposed.
[1.7.2
However the Consultancy Services tax payable for this Consultancy Services shall be
paid/ reimbursed by the Client separately.]
[2.1
The date on which this Contract shall come into effect is :
[2.2
The time period shall be 30 days
[2.3
The period shall be 24 weeks.
[3.4
The risks and the coverages shall be:

(1)
Third Party motor vehicle liability insurance as required under Motor Vehicles
Act, 1988, in respect of motor vehicles operated in India by the Consultants or
their Personnel or any Sub-consultants or their Personnel, for the period of
Consultancy;
(2)
Third Party liability insurance, with a minimum coverage for Rs. for the
period of Consultancy;
(3)
Client's liability and workers' compensation insurance in respect of the

Personnel of the Consultants and of any Sub-consultant, in accordance with the
relevant provisions of the Applicable Law, as well as, with respect to such
Personnel, any such life, health, accident, travel or other insurance as may be
appropriate;
(4)
Professional liability insurance, with a minimum coverage equal to total contract

value for this consultancy; and
(5)
Insurance against loss of or damage to (i) equipment purchased in whole or in

part with funds provided under this Contract, (ii) the Consultants' property used
in the performance of the Services, and (iii) any documents prepared by the
Consultants in the performance of the Services.
[Note: Fill in the blanks and delete what is not applicable]
64
[3.5 (c)
[3.7
The Consultants shall not use these documents for purposes unrelated to this Contract
without the prior written approval of the Client.]
[5.1
Note: List here any changes or additions to Clause GC5.1 If there are no such changes
or additions, delete this Clause SC5.1 from the SC.]
[6.2
The amount of Contract is Rs.________________________.
[6.4
The account is :
Payments shall be made according to the following schedule :

S.No
1
2
3
4
Description of Deliverables
Submission of inception report

Submission of interim report
Submission of draft final report
approval of the final report.
Payment
10%
25%
40%
25%
Note : (a) the above installments are indicative only; (b) if applicable, detail further the
nature of the report evidencing performance, as may be required, e.g., submission of
study or specific phase of study, survey, drawings, draft bidding documents, etc., as
listed in Appendix B, Reporting Requirements.
[6.5
Payment shall be made within 60 days of receipt of the invoice and the relevant
documents specified in Clause 6.4, and within 90 days in the case of the final
payment.
The interest rate is 5%1 per annum
[7.2
Deleted
7.2.1
Deleted
7.2.2
Deleted
65
7.2.3
Deleted
7.2.4
Deleted.
7.2.5
Deleted
7.0
Time Frame and Deliverables
The reports and deliverables are as follows:

Activity
Inception report
Workshop for review and discussion on existing
set-up and articulation of business vision
Draft Business Plan and Operations Manual
Workshop for review and discussion and draft
deliverables
Submission of final report and Operations Manual
based on the remarks of review committee
8.
Time From Start-Weeks

2
6
12
14
With 1 weeks from receipt of
comments / total 16 weeks
LIQUIDATED DAMAGES AND PENALTIES

8.1
Performance Security
8.1.1
The Authority shall retain by way of performance security (the

Performance Security), 5% (five percent) of all the amounts due and
payable to the Consultant, to be appropriated against breach of this
Agreement or for recovery of liquidated damages as specified in Clause 8.2
herein. The balance remaining out of the Performance Security shall be
returned to the Consultant at the end of three months after the expiration
of this Agreement pursuant to Clause 2.3 hereof.
8.1.2
The Consultant may, in lieu of retention of the amounts as referred to in

Clause 8.1.1 above, furnish a Bank Guarantee substantially in the form
specified at Appendix-F of this Agreement.
8.2
8.2.1
Liquidated Damages
Liquidated Damages for error/variation
In case any error or variation is detected in the reports submitted by the
Consultant and such error or variation is the result of negligence or lack of
66
due diligence on the part of the Consultant, the consequential damages

thereof shall be quantified by the Authority in a reasonable manner and
recovered from the Consultant by way of liquidated damages, subject to a
maximum of 10% (ten percent) of the Agreement Value.
8.2.2
Liquidated Damages for delay

In case of delay in completion of Services, liquidated damages not
exceeding an amount equal to 0.2% (zero point two percent) of the
Agreement Value per day, subject to a maximum of 10% (ten percent) of
the Agreement Value will be imposed and shall be recovered by
appropriation from the Performance Security or otherwise. However, in case
of delay due to reasons beyond the control of the Consultant, suitable
extension of time shall be granted. The imposition of liquidated damages
will be for stagewise deliverables and payments due.
8.2.3
Encashment and appropriation of Performance Security

The Authority shall have the right to invoke and appropriate the proceeds
of the Performance Security, in whole or in part, without notice to the
Consultant in the event of breach of this Agreement or for recovery of
liquidated damages specified in this Clause 8.2.
8.3
Penalty for deficiency in Services

In addition to the liquidated damages not amounting to penalty, as specified
in Clause 8.2, warning may be issued to the Consultant for minor
deficiencies on its part. In the case of significant deficiencies in Services
causing adverse effect on the Project or on the reputation of the Authority,
other penal action including debarring for a specified period may also be
initiated as per policy of the Authority.
Substitution of Key Personnel

The Authority expects all the Key Personnel specified in the Proposal to be available
during implementation of the Agreement. The Authority will not consider any
substitution of Key Personnel except under compelling circumstances beyond the
control of the Consultant and the concerned Key Personnel. Such substitution shall be
limited to not more than one Key Personnel subject to equally or better qualified and
experienced personnel being provided to the satisfaction of the Authority. Substitution
67
of one Key Personnel shall be permitted subject to reduction of remuneration equal to

20% (twenty percent) of the total remuneration specified for the Key Personnel who
is proposed to be substituted. In case of a second substitution, such reduction would
be equal to 50% (fifty per cent) of the total remuneration specified for the Key
Personnel who is proposed to be substituted.
68
IV.
APPENDICES
Appendix A: Description of the Services
Appendix B: Reporting Requirements
Appendix C: Key Personnel and Sub-consultants

[List under: C-1
Titles [and names, if already available], detailed job descriptions and

minimum qualifications. experience of Key Personnel to be assigned to
work, and staff-months for each.
C-2
List of approved Sub-consultants [if already available]; same information

with respect to their Personnel as in C-1 through C-2)]
Appendix D: Services and Facilities to be provided by the Client
[List here under:

F-1
Services, facilities and property to be made available to the Consultants by the Client.]
Appendix E: Breakdown of Contract Price in Indian Rupees
List here the elements of cost used to arrive at the breakdown of the lump sum price :
1.
Monthly rates for local Personnel (Key Personnel and other Personnel)
2.
Reimbursable expenditures:
This appendix will exclusively be used for determining remuneration for additional services.
69
Appendix F: Bank Guarantee for Performance Security

(Reference SC Clause 6.4 of Contract)
(To be stamped in accordance with Applicable Stamp Act, if any)
Ref: _____________
Bank Guarantee: _____________
Date: ___________
To
The Managing Director
Karnataka State Industrial & Infrastructure Development Corporation Limited
Bangalore
In consideration of Karnataka State Industrial & Infrastructure Development Corporation
Limited (hereinafter referred as the Authority,] which expression shall, unless repugnant to
the context or meaning thereof, include its successors, administrators and assigns) having
awarded to M/s .., having its office at .. (hereinafter referred as
the Consultant which expression shall, unless repugnant to the context or meaning thereof,
include its successors, administrators, executors and assigns), vide the Authoritys Agreement
no. . dated .. valued at Rs. .. (Rupees
..), (hereinafter referred to as the Agreement) a Consultancy Services for
PREPARATION OF VISION DOCUMENT / BUSINESS PLAN / RESTRUCTURING
PLAN
FOR
KARNATAKA
STATE
INDUSTRIAL
&
INFRASTRUCTURE
DEVELOPMENT CORPORATION LIMITED, and the Consultant having agreed to furnish

a Bank Guarantee amounting to Rs... (Rupees ..) to the
Authority for performance of the said Agreement.
1.
We, .. (hereinafter referred to as the Bank) at the request of the
Consultant do hereby undertake to pay to the Authority an amount not exceeding Rs.
(Rupees . ) against any loss or damage caused to or
suffered or would be caused to or suffered by the Authority by reason of any breach by
the said Consultant of any of the terms or conditions contained in the said Agreement.
2.
We, .. (indicate the name of the Bank) do hereby undertake to pay
the amounts due and payable under this Guarantee without any demur, merely on a demand
from the Authority stating that the amount/claimed is due by way of loss or damage caused
to or would be caused to or suffered by the Authority by reason of breach by the said
Consultant of any of the terms or conditions contained in the said Agreement or by reason
of the Consultants failure to perform the said Agreement. Any such demand made on the
70
bank shall be conclusive as regards the amount due and payable by the Bank under this
Guarantee.
However, our liability under this Guarantee shall be restricted to an amount
not exceeding Rs. .. (Rupees ..).
3.
We undertake to pay to the Authority any money so demanded
notwithstanding any dispute or disputes raised by the Consultant in any suit or proceeding
pending before any court or tribunal relating thereto, our liability under this present being
absolute and unequivocal. The payment so made by us under this bond shall be a valid
discharge of our liability for payment thereunder and the Consultant shall have no claim
against us for making such payment.
4.
We, .. (indicate the name of Bank) further agree that the Guarantee
herein contained shall remain in full force and effect during the period that would be taken
for the performance of the said Agreement and that it shall continue to be enforceable till all
the dues of the Authority under or by virtue of the said Agreement have been fully paid and
its claims satisfied or discharged or till the Authority certifies that the terms and conditions of
the said Agreement have been fully and properly carried out by the said Consultant and
accordingly discharges this Guarantee. Unless a demand or claim under this Guarantee is
made on us in writing on or before a period of one year from the date of this Guarantee, we
shall be discharged from all liability under this Guarantee thereafter.
5.
We, (indicate the name of Bank) further agree with the Authority
that the Authority shall have the fullest liberty without our consent and without affecting in
any manner our obligations hereunder to vary any of the terms and conditions of the said
Agreement or to extend time of performance by the said Consultant from time to time or to
postpone for any time or from time to time any of the powers exercisable by the Authority
against the said Consultant and to forbear or enforce any of the terms and conditions relating
to the said Agreement and we shall not be relieved from our liability by reason of any such
variation, or extension being granted to the said Consultant or for any forbearance, act or
omission on the part of the Authority or any indulgence by the Authority to the said
Consultant or any such matter or thing whatsoever which under the law relating to sureties
would, but for this provision, have the effect of so relieving us.
6.
This Guarantee will not be discharged due to the change in the constitution of the
Bank or the Consultant(s).
7.
We, .. (indicate the name of Bank) lastly undertake not to revoke
this Guarantee during its currency except with the previous consent of the Authority in
writing.
71
Dated, the . day of . 2010

For ..............................................................
(Name of Bank)
(Signature, Name and Designation of the Authorized Signatory)
Seal of the Bank:
NOTES:
(i)
(ii)
The Bank Guarantee should contain the name, designation and code number of the
officer(s) signing the Guarantee.
The address, telephone no. and other details of the Head Office of the Bank as well as
of issuing Branch should be mentioned on the covering letter of issuing Branch.
Note : The bank guarantee shall be issued either by a bank (Nationalized/Scheduled) located
in India
72

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K/C - 8

REQUEST FOR PROPOSALS (RFP NO. )

PREPARATION OF VISION DOCUMENT /

KARNATAKA STATE INDUSTRIAL & INFRASTRUCTURE

Information to Consultants (ITC)

Technical Proposal - Standard Forms

Financial Proposal - Standard Forms

Contract for Consultant's Services

General Conditions of Contract

Special Conditions of Contract

KSIIDC invites Proposals to provide the following Consulting Services:

The RFP includes the following documents:

Karnataka State Industrial & Infrastructure Development Corporation Limited [KSIIDC]

A firm which has been engaged by the Client to provide goods or

Consultants or any of their affiliates shall not be hired for any

"corrupt practice" means the offering, giving, receiving, or soliciting of

"fraudulent practice" means a misrepresentation of facts in order to

2. CLARIFICATION AND AMENDMENT OF RFP DOCUMENTS

In preparing the Technical Proposal, consultants are expected to examine the

For assignments on a staff-time basis, the estimated number of key professional

It is desirable that the majority of the key professional staff proposed be

Proposed key professional staff must at a minimum have the experience

Reports to be issued by the consultants as part of this assignment must be in the

A brief description of the consultant's organization and an outline of recent

A detailed description of the proposed methodology and staffing.

Any additional information requested in the Data Sheet.

The Technical Proposal shall not include any financial information.

Consultants shall express the price of their services in Indian Rupees.

SUBMISSION, RECEIPT, AND OPENING OF PROPOSALS

if it does not respond to important aspects of the Terms of Reference or if it fails to

PUBLIC OPENING AND EVALUATION OF FINANCIAL PROPOSALS; RANKING

Negotiations will include a discussion of the Technical Proposal, the proposed

Information relating to evaluation of proposals and recommendations concerning

The name of the Client is KARNATAKA STATE INDUSTRIAL &

A technical and a Financial Proposals are requested: Yes No

A pre-proposal conference will be held: Yes _______ No ________ [If

The Client will provide the following inputs:

will be factored in the evaluation]

Clarifications may be requested upto three days prior to pre-proposal

Proposals should be submitted in the following language(s): English

The estimated number of key professional staff months required for

The minimum required experience of proposed key professional staff

Around 10 years and

MBA or appropriate Around 10 years and

Reports which are part of the assignment must be written in the

Training is an important feature of this Assignment: Yes____ No___

(viii) Additional Information in the Technical Proposal includes: _________

Proposals must remain valid 90 days after the submission date

Consultants must submit an original and __2__ [Number] additional copies of

The proposal submission address is :

The address to send information to the Client is:

Specific experience of the consultants related

The number of points to be given for qualifications and competence

The minimum technical score required to pass is : 75 Points

certificates, if any will be desirable.

The address for negotiations is:

The Assignment is expected to commence on [Month, Year] at [Location]:

TECHNICAL PROPOSAL - STANDARD FORMS

Technical Proposal submission form.

A pre-proposal conference will be held: Yes _ No __ [If

Training is an important feature of this Assignment: Yes__ No_

Consultants must submit an original and 2 [Number] additional copies of