REQUEST FOR PROPOSAL (RFP) FOR …bengaluruairport.com/bial/pdf/tender/RFP_Consultancy...PREPARATION...

PREPARATION OF DETAILED DESIGN UPTO GFC DRWAINGS & TENDER SUPPORT - LANDSIDE TRANSPORT INFRASTRUCTURE

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REQUEST FOR PROPOSAL (RFP)

FOR

CONSULTANCY SERVICES FOR PREPARATION OF DETAILED DESIGN AND TENDER

DOCUMENTS FOR LANDSIDE TRANSPORT INFRASTRUCTURE FACILITIES

AT KEMPEGOWDA INTERNATIONAL AIRPORT, BENGALURU

Bangalore International Airport Limited

Administration Block

Kempegowda International Airport

Devanahalli

Bangalore – 560 300

APRIL – 2016


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DISCLAIMER

1. This Request for Proposal (RFP) is issued by Bangalore International Airport Limited

(“BIAL”).

2. The information contained in this RFP document or subsequently provided to the

interested applicants (“Bidders”), whether verbally or in documentary or any other

form by or on behalf of BIAL or any of their employees or advisers, is provided to

the Bidders on the terms and conditions set out in this RFP and such other terms

and conditions subject to which such information is provided.

3. This RFP is neither an agreement nor an offer by BIAL to the prospective Bidders or

any other person. The purpose of this RFP is to provide interested parties with

information that may be useful to them in the formulation of their proposals

pursuant to this RFP. This RFP includes statements, which reflect various

assumptions and assessments arrived at by BIAL in relation to the scope of supply.

Such assumptions, assessments and statements do not purport to contain all the

information that each Bidder may require. This RFP may not be appropriate for all

persons, and it is not possible for BIAL, its employees or advisers to consider the

objectives, technical expertise and particular needs of each party who read or use

this RFP. The assumptions, assessments, statements and information contained in

this RFP may not be complete, accurate, adequate or correct. Each Bidder should,

therefore, conduct its own investigations and analysis and should check the

accuracy, adequacy, correctness, reliability and completeness of the assumptions,

assessments and information contained in this RFP and obtain independent advice

from appropriate sources.

4. Information provided in this RFP to the Bidders is on a wide range of matters, some

of which depends upon interpretation of law. The information given is not an

exhaustive account of statutory requirements and should not be regarded as a

complete or authoritative statement of law. BIAL accepts no responsibility for the

accuracy or otherwise for any interpretation or opinion on the law expressed

herein.

5. BIAL, its employees and advisers make no representation or warranty and shall

have no liability to any person including any Bidder under any law, statute, rules or

regulations or tort, principles of restitution or unjust enrichment or otherwise for

any loss, damages, cost or expense which may arise from or be incurred or suffered

on account of anything contained in this RFP or otherwise, including the accuracy,

adequacy, correctness, reliability or completeness of the RFP and any assessment,

assumption, statement or information contained therein or deemed to form part of

this RFP or arising in any way in this selection process.

6. This RFP, along with its Annexures, is not transferable. The RFP and the

information contained herein are to be used only by the person to whom it is

issued. It may not be copied or distributed by the recipient to third parties (other

than in confidence to the recipient’s professional advisors). In the event that the


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recipient does not continue with its involvement in the project in accordance with

this RFP, this RFP must be kept confidential.

7. BIAL also accepts no liability of any nature whether resulting from negligence or

otherwise however caused arising from reliance of any Bidder upon the statements

contained in this RFP.

8. BIAL may in its absolute discretion, but without being under any obligation to do

so, update, amend or supplement the information, assessment or assumption

contained in this RFP.

9. The issue of this RFP does not imply that BIAL is bound to select a Bidder or to

appoint the selected Bidder, as the case may be, for the consultancy and BIAL

reserves the right to reject all or any of the proposals without assigning any

reasons whatsoever. This RFP may be withdrawn or cancelled by BIAL at any time

without assigning any reasons thereof.

10. The Bidder shall bear all its costs associated with or relating to the preparation and

submission of its proposal including but not limited to preparation, copying,

postage, delivery fees, expenses associated with any demonstrations or

presentations which may be required by BIAL or any other costs incurred in

connection with or relating to its proposal. All such costs and expenses will remain

with the Bidder and BIAL shall not be liable in any manner whatsoever for the same

or for any other costs or other expenses incurred by an Bidder in preparation for

submission of the proposal, regardless of the conduct or outcome of the selection

process.

11. The words and expressions beginning with capital letters and not defined herein,

but defined in the RFQ or the other Volumes of the RFP, shall, unless repugnant to

the context, have the meaning ascribed thereto therein.


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Preamble

1. Introduction

Bangalore International Airport Limited (“BIAL”) is the owner and operator of the

Kempegowda International Airport (the “Airport”) in Bangalore. BIAL has entered

into a Concession Agreement with the Government of India, whereby the

Government of India has granted the exclusive right and privilege to BIAL to carry

out the development, design, financing, construction, operation and management

of the Airport.In this respect BIAL proposes to engage a Service Provider to

undertake the Services as specified in this RFP and invites Proposals from the

Bidders for the same. The Proposals submitted by the Bidders shall comply with all

the requirements stated in this RFP. Based on final evaluation, the successful

Bidder will be selected and notified (hereinafter referred to as the “Service

Provider”). The notification of award by BIAL shall be followed by issuance of the

Service Agreement (hereinafter referred to as the “Agreement”) by BIAL and

acceptance by the Service Provider, recording the terms and conditions for

carrying out the Services. BIAL also reserves the right to modify, delete or add to

the Scope of Services at any point in time, during the Bidding Process and

thereafter during performance as per the terms of the RFP and/or Agreement.

2. Bidder’s Eligibility Criteria :

2.1. Participation

2.1.1. The Bidder shall be a valid legal entity as per Indian laws.

2.1.2. The RFP shall be duly signed by the authorized signatory of the Bidder and

shall be legally binding on the Bidder.

3. Proposal for the Services

3.1. The Bidders shall prepare and submit Proposals to BIAL in sealed envelopes

super-scribed with the details of the Proposal to the address mentioned in

the RFP based on the Scope of Services outlined in Annexure-A of this RFP.

3.2. The Proposal shall comprise of the following:

3.2.1. Part - 1

A letter on the letter head of the Bidder, signed by the Authorised

Signatory, as per Annexure-C: Covering Letter,

a) intent to participate in the Bidding Process

b) Unconditional acceptance of the terms and conditions of the Bidding

Process, RFP, Agreement,

c) Undertaking that all information provided is true and correct

3.2.2. Part - 2

Completed form, and its required attachments, as provided in Annexure-B:

RFP Questionnaire, of Volume 1.


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3.2.3. Part - 3

A Power of Attorney duly notarized or certified true copy of a Board

Resolution in favor of signatory of the Proposal, authorizing the signatory of

the Proposal, to submit the Proposal on behalf of the Bidder (“Authorised

Signatory”) and to execute the necessary documents and perform the

obligations as per terms and conditions of the Agreement (if awarded).

3.2.4. Part - 4

Completed form, and its required attachments, as provided in Form II:

Financial Information certified by the Applicant’s statutory auditor.

3.2.5. Part – 5

Proposed Organization Structure & Key Personnel Deployment

3.2.5.1. The Bidder shall provide details of its proposed Organization

Structure and, at its option, a description (maximum 5 (five)

pages), which should demonstrate the following:

3.2.5.1.1. Suitability to cover the overall Scope of the Services;

3.2.5.1.2. Identification of the proposed Professionals, reporting

Relationships, authority matrix and internal interfaces;

3.2.5.1.3. Collaboration with BIAL, its Service Providers Availability,

involvement and commitment of proposed team to perform

the Services for the Project during its different stages if any.

3.2.5.2. The Bidder shall provide Curriculum Vitae ( CV), of the

proposed project lead (maximum 4 (four) pages) who will

lead and direct the team and other Professionals (maximum 2

(two) pages per Professional) it intends to engage as part of

its team for the performance of Services. The Bidder shall be

obliged to perform the Services, using the proposed project

technical lead and other Professionals as submitted in the

Proposal, if selected as the Service Provider by BIAL.

In case the Bidder provides the credentials or resources of its holding

company for the purposes of this criteria in its Proposal, then it shall be

mandatory for the Bidder to utilize such credentials or resources as

mentioned in the Proposal, for the performance of the Services, if selected

as the Service Provider. BIAL’s evaluation of the Bidder’s Proposed

Organization Structure & Key Personnel Deployment will form one of the

criteria for evaluation.

3.2.6. Part - 6

Approach, Methodology and Work Plan (maximum 30 pages)

The Bidder shall include a detailed narrative on the approach, plans (to

match the Scope of Services, including milestones & timelines) to

demonstrate its:

3.2.6.1. Understanding of Scope of Services and the Project;


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3.2.6.2. Stage wise work methodology, tasks, timelines, technical

skills, method and technology / systems that will be used to

develop and document each of the major areas of the Scope

of Services;

3.2.6.3. Stage wise Deliverables;

3.2.6.4. Resource and manpower mobilization plan;

3.2.6.5. Proposed roles and responsibilities for Professionals;

3.2.6.6. Quality Management Plan - Bidder’s plans to execute,

monitor and report the work; quality control and quality

assurance procedures as they would apply to this Project:

3.2.6.7. Interface management plan - the ability to work with

multiple stakeholders, manage the interface and co-

ordination with BIAL and its Service Providers.

3.2.7. Part - 7

A copy of the RFP, all its Volumes, its Annexures, including any addendums

or corrigendum issued, initialed and sealed on every page by the Authorized

Signatory to indicate acceptance and acknowledgement of the RFP.

3.2.8. Part 8:

Documentary evidence of the following: 3.2.8.1. General Information of Company as per attached Form-1

General Information 3.2.8.2. The RFP has to clearly outline the legal structure of the

Applicant.

3.2.8.3. Litigation history, including current material litigation

detailed as per attached Form III-Litigation History

3.2.8.4. Detailed Applicant profile

3.2.8.5. Any additional information

3.2.9. The Financial Proposal shall comprise of the following:

The commercials in the Proposal (Closed envelope, super scribing

“Proposal”) shall comprise of the details of the Professional Fee (as defined

in the Agreement), for each stage of Service, on the letterhead of the

Bidder, signed and sealed by its Authorised Signatory, as per Annexure–D:

Format for commercials in Proposal. The Bidder shall be deemed to have

satisfied itself regarding the correctness and sufficiency of the Professional

Fee which shall, cover all its obligations under and in relation to the

Agreement and all matters and things necessary for the proper performance

of the Services, whether the same is expressly provided for in the

Agreement or is to be reasonably inferred there from or is necessarily

incidental thereto.

The Bidders in their Proposal shall indicate separately sales tax (VAT), local

tax, other taxes, levies, transaction charges, etc. wherever applicable.


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* Fees quoted shall be inclusive of all required expenses & charges and shall

cover all obligations under and in relation to the Agreement and all matters and

things necessary for the proper completion of the Services as mentioned herein.

Fees shall also include all taxes, tariffs, VAT, all other statutory taxes and levies, if

applicable, penalties, costs, bank charges and any other costs for performance of

Services or other charges relating to or arising out of the Agreement.

3.2 BIAL shall retain the right to close the assignment at the end of any stage, as per

the needs of the overall development Program. In such an event the above breakup

of fees shall form the basis for finalization of payment, after successful completion

of the work for respective stage and payment shall be made only for the respective

stage. BIAL reserves the right to issue or not to issue purchase order for any stage.

The Contractor shall in no event make BIAL liable (financial or otherwise) for non-

issuance of purchase order for any stage of Service(s) for any reason whatsoever.

3.3 The language for all written communication shall be English and unless mentioned

otherwise the currency shall be Indian Rupee.

3.4 The proposal should be signed on each page by the Bidder or his duly authorized

representative. The proposal should be accompanied by a certified true copy of a

duly notarised Power of Attorney or board resolution in favour of signatory to the

documents.

3.5 Any discrepancies, omissions, ambiguities or conflicts in or among contract

documents or any doubt as to their meaning should be called to the attention in

writing of the contact person as mentioned in the RFP within five (5) days of issue

of the RFP. BIAL will not make or be responsible for any oral communications.

3.6 Cost of tendering

The Bidder shall bear all costs associated with the preparation and submission of its

Proposal and BIAL shall, in no case, be responsible or liable for such costs,

regardless of the outcome of the tender process. It is obligatory on the part of the

Bidder to tender for all the component parts and submit all information required as

per document.

3.7 Site inspection and conditions: The Bidder is advised to visit and inspect the site, if

required, and obtain for itself on its own responsibility and cost, all information

regarding all existing and expected conditions and matters that may be necessary

for preparing the Proposal and entering into a contract for performance of the

scope of services. BIAL shall use every effort to procure that the Bidder and any of

its personnel or agents with prior intimation, are granted permission to enter the

Site for the purpose of such inspection, but only upon the express condition that

the Bidder, its personnel and agents, will exercise due care and will be responsible

for personal injury or death, loss of or damage to property and any other loss,

damage, costs and expenses incurred as a result of such inspection. Keep

indemnified BIAL, from and against and in respect of damages, liabilities, losses,


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costs, charges, fees and expenses, including without limitation reasonable legal

fees and expenses, (i) brought against BIAL’s Representatives by any third party as

a result of site investigation/ inspection by Bidder and or its Personnel(s); (ii) any

damages losses arising out of theft of tangible/ intangible property (iii) any claim

arising from the death, personal injury or for loss or damage to tangible property

of BIAL arising out of any omission or commission of Bidder or its personnel(s).

3.8 It is obligatory on the part of the Bidder to tender for all the component parts and

submit all information required as per document.

4. Validity

4.1 The proposal shall be valid for at least ninety (90) days from the deadline for

receipt of proposals.

4.2 In exceptional circumstances, prior to expiry of the bid validity period, BIAL may

request the bidder for a specified extension in the period of validity. The request

and the response thereto shall be made in writing. A bidder agreeing to the request

shall not be permitted to modify his bid, but shall be required to extend the

validity of his bid. All the terms of the bidding shall continue to be applicable

during the extended period of validity.

5. Format and Signing of Proposal

5.1 The Bidder shall provide all the information as per this RFP. BIAL reserves the right

to evaluate only those proposals that are received in the required format complete

in all respects and in line with the instructions contained in this RFP.

5.2 The Bidder shall prepare and submit one original Proposal along with an additional

copy.

5.3 The Proposal shall be signed and each page of the Proposal shall be initialled by a

person or persons duly authorized to sign on behalf of the Bidder and holding the

duly notarised Power of Attorney.

5.4 RFP submissions must be received no later than 17:00hrs on 30th April 2016

(Proposal Due Date) in the manner specified in the RFP document at the address

given below.

5.5 The Proposal shall not contain alterations or additions, except those to comply

with instructions issued by BIAL or as necessary to correct errors made by the

Bidder, in which case such corrections shall be initialled by the person or persons

signing the Proposal.


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5.6 The Tender Bond

a) Fully executed by your Bondsman, being a bank or insurance company

licensed to do business in India. (This Tender bond may be issued by a

branch of Scheduled banks in India only).

b) In an amount equivalent to Indian Rupees NIL in the name of “Bangalore

International Airport Limited”, payable in Bangalore, India.

c) Valid for 90 calendar days after the Tender closing date. Any corrections,

interlineations, deletions, etc., not signed or initialled by the person signing

the tender (no overwriting is permitted) is permitted.

d) In exceptional circumstances, prior to the expiration of the Tender validity

period, the Contractor may, in writing, request Tenderers to extend the

period of validity of their Tenders for a specific period. However, the

Tenderers will not be permitted to modify the Tender.

5.7 The sealed Tender Submission shall contain the following as mentioned below:

i) Technical Proposal - Original (1 Set)-a Separate envelope

Including Soft copy of Technical documents – 1 Set in CD

ii) Commercial – Original (1 Set ) – a Separate envelope (Annexure D)

5.8 The envelope and proposal should clearly mention the following details:

BID for Consultancy Services for preparation of detailed design and tender

documents for landside transport infrastructure facilities

for Bangalore International Airport Limited

To

Mr Suresh K N

VP – Contracts & Procurement

Bangalore International Airport Limited.

Project Office,

Devanahalli, Bangalore - 560300, India.

Proposal Due Date and Time: 17:00 Hrs on 30th April 2016.

BIAL may, in exceptional circumstances and at its sole discretion, extend the

proposal due date by issuing an addendum uniformly for all Bidders.

6. Questions during the Bid phase:

All enquiries or comments regarding this bid, and any other related matters must

be made in writing by e-mail to Mr Suresh K.N – [email protected] and

Ms. Priya Sathiyajith - [email protected]. The last date of submission of

queries shall be 18th April 2016.

mailto:[email protected]

mailto:[email protected]


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BIAL may, to the extent necessary and as it deems fit, respond in writing to any

questions and concerns of the bidders regarding any element of the issued bid

documents.

7. Addendums/Corrigendum

7.1 BIAL shall at its discretion choose to issue a clarification or modify the RFP vide an

Addendum or Corrigendum. The Bidders shall disregard any oral instructions issued

by any person, unless issued in writing by BIAL’s representative.

7.2 Any Addendum or Corrigendum issued, shall form a part of the RFP pursuant to this

Clause, and shall be communicated by email to all the Bidders.

7.3 In case of issuance of Addendum or Corrigendum, the Bidders who have already

submitted their Proposals, need not resubmit their Proposal, but can submit the

modification to the Proposal, if desired. If the Bidder, chooses not to modify their

Proposal, pursuant to the Addendum or Corrigendum, it shall provide an

undertaking to this effect to BIAL. Bidders who do not submit any modification or

the required undertaking shall be disqualified.

8. Responsibility of the Bidder:

It is the sole responsibility of the bidder to:

i. Examine and understand the bid documents, including all the

annexures/appendices, Addendums if any, Agreement and to verify their

completeness. In the event that there are any pages or documents obviously

missing or erroneously inserted in the documents supplied, the Bidder shall

promptly apply to BIAL in writing to have any such discrepancy rectified

well before the bid closing date;

ii) Familiarize itself with the premises at which the services will be conducted

and any relevant fixtures, fittings and equipment there to be utilised or

that may otherwise be relevant, make all relevant investigations in relation

to the performance of its obligations pursuant to the Bid;

iii) The bidders should inform BIAL of any concerns implied or related to but

not specifically mentioned in the Bid or other documentation.

iv) BIAL reserves its right to accept any Bid and to reject any or all the

Bids/proposals received without any reason or can change the process of

the selection at any time during or after the Bid process.

v) Obtain and maintain permits for complying with all the laws, orders,

regulations or other instructions issued by all statutory authorities in India

for the purposes of the Bidding Process.


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vi) Comply with all the terms set out in the RFP and its appendices when

submitting its proposal.

9. Confidentiality:

The Bidder should ensure the confidentiality of all documents supplied/ provided

by BIAL, including this RFP. The Bidder shall use the documents for bidding process

only.

10. Assignment:

Any assignment of this RFP/Agreement or of any rights hereunder, in any manner,

by operation of law or otherwise, without the prior written consent of BIAL, shall

be void. Any such consent shall not relieve the Bidder from its obligations under

the RFP/Agreement.

11. Law and Jurisdiction:

The present Bid shall be considered, governed by and interpreted in accordance

with the laws of Republic of India. The jurisdiction for the purposes of the bid shall

be the courts in Bangalore only.

12. Bankruptcy:

BIAL may, at any time, by notice in writing summarily terminate the Agreement

without compensation if the Bidder is declared bankrupt/insolvent and/or faces

any action of bankruptcy, etc. In such an event, the Bidder will be bound to refund

all amounts received from BIAL.

13. Government Regulations:

The Bidder shall be responsible for obtaining and maintaining permits and also for

complying with all the laws, orders, regulations, any statutory compliances or

other instructions issued by all statutory authorities in India.

14. Other General Terms and Conditions

(a) Person signing the contract on behalf of the selected Bidder shall be duly

authorised and a valid duly notarised power of attorney and board

resolution is required.

(b) Time is the Essence of the Contract: There shall be a strict adherence to

timelines set by BIAL.


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15. Award process:

15.1. General:

BIAL is conducting the award process in a fair and non-discriminatory manner.

Canvassing in any form, unsolicited letters and post bid correction will invoke

summary rejection of the Bid. BIAL reserves the right to reject conditional Bids.

BIAL however reserves the right to unilaterally and at its sole discretion to change

the award process, certain elements of the bid documents or to annul the entire

bidding process at any time, without assigning any reason and without incurring any

liability towards the affected Bidder. BIAL also reserves the right to change some

elements of the planned set up for the work at the Airport, if governmental

regulations change in a manner such that the objectives of BIAL cannot be met

through the planned set up.

The Bidder shall comply with all the terms and conditions set out in bid document

and its appendices while submitting its proposal.

BIAL reserves its right to accept any Proposal and to reject any or all the Proposals

received without any reason or can change the process of the selection at any time

during or after the RFP process. BIAL shall not be responsible to any Bidder/ persons

on any account if it exercises such rights.

15.2. Distribution of RFP/Bid Documents:

The RFP document shall be treated as confidential and the information given in the

RFP is for the purpose of submitting a proposal only and shall not be used or

distributed to any third-party at any time for any other purpose.

15.3. Selection Criteria:

15.3.1. The Proposals of only those Bidders whose Proposals are determined to be

satisfactory, will be evaluated based on the Criteria stated below.

15.3.2. BIAL reserves the right to negotiate with all or any of the Bidders whose

Proposals are being evaluated, to determine the successful Bidder.

Sl. No Criteria Weightage (%)

1 Experience in the similar work. 20%

2 RFP Compliance 50%

3 Demonstrating the ability to Complete and hand

over the work in the stipulated time period by

submitting the schedule, Organisation Chart &

Deployment Schedule

20%

4 Quality and completeness of proposal. 10%


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BIAL reserves its right to accept any Proposal and to reject any or all the Proposals

received without any reason or can change the process of the selection at any time

during or after the RFP process. BIAL shall not be responsible to any Bidder/

persons on any account if it exercises such rights.

16. Verification:

BIAL reserves the right to verify all statements, information and documents

submitted by the Bidder in response to the RFQ, the RFP or the Bidding Documents

and the Bidder shall, when so required by BIAL, make available all such

information, evidence and documents as may be necessary for such verification.

Any such verification, or lack of such verification, by BIAL shall not relieve the

Bidder of its obligations or liabilities hereunder nor will it affect any rights of BIAL

thereunder.

17. Misrepresentation/Fraud/Breach of Terms and Conditions:

If the Bidder wishes to withdraw its Proposal (on its own account) after the

Proposal Submission Date or it is discovered at any point of time that the Bidder

has suppressed any fact or given a false statement or has misrepresented or

committed act of fraudulent nature or has violated any of the terms of this RFP,

the Proposal may be disqualified and Tender Bond forfeit. In such an event, the

Bidder will not be entitled to any compensation whatsoever, or refund of any other

amount, if any, paid by him. Further, the Bidder will be debarred for a period of

three (3) years from participating in BIAL’s works.

LIST OF ANNEXURES TO RFP

1. Annexure A - Scope of Services and Deliverables 2. Annexure B - RFP Questionnaire 3. Annexure C – Covering Letter 4. Annexure D – Format for commercials in Proposal 5. Annexure E – Template Agreement


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Form I

General Information

Applicant Information

Registered name

Country of constitution

Year of constitution

Registered address in the country of

constitution

Authorized representative

(name, address, telephone numbers, fax

numbers, e-mail address)

Bidder’s registered address in India (If

applicable)

Note:

Please provide a certified true copy of the constitutional documents of the

Applicant.

Please provide board resolution/power of attorney in favour of authorized

representative authorizing him/her to submit the RFP.


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Form II

Financial Information

Financial

Information in

INR Cr.

Historical Information for previous 5 (five) financial years

Financial Year 2014 - 2015 2013 – 2014 2012 – 2013 2011 - 2012 2010-2011

Total Assets

Total Liabilities

Net Worth

(Share Capital +

Reserves and

Surplus)

Liquid

Resources (Cash

and bank

balances)

Current

Liabilities

Turnover

Profit Before

Taxes

Profit After

Taxes

Additional Information

Particulars

Cash and bank balances as on 31st March 2014 (Ref: Clause

4.2)

Net Worth as on 31 March 2014 (Ref: Clause 4.3)

Note:

Contents of this form should be certified by the Statutory Auditor of the Applicant.

The conversion rate of all currencies shall be the daily representative exchange

rates published by the International Monetary Fund for the relevant date (proof of

such exchange rate shall be provided by the Applicant)

In case of foreign currency, the same shall first be converted to US Dollars and the

amount so derived in US Dollars shall be converted into Indian Rupees. The

conversion rate shall be that specified on the last day of the respective Financial

Year.


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Form III

Litigation History

Year

Award / order /

judgment / decree etc.

FOR or AGAINST

Applicant including

present litigation.

Name of client, cause of litigation,

and matter in dispute

Disputed

amount (current

value)

Note:

Applicants should provide information on any history of litigation or arbitration

resulting from contracts executed in the last five years or currently under execution.


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ANNEXURE-A

SCOPE OF WORK AND DELIVERABLES

Consultancy Services for Preparation of Detailed Design and Tender documents for Landside transport infrastructure facilities at Kempegowda International Airport 1. INTRODUCTION

Bengaluru International Airport Limited (BIAL) embarks on an ambitious airport enhancement programme, which will increase Kempegowda International Airport Bengaluru’s (KIAB) capacity to at least 65 million passengers per annum (MPPA) in the long term. The new Terminal 2 (T2) building will be the cornerstone of this development, with an estimated capacity of 45mppa in addition to the existing Terminal 1 (T1) which offers a capacity of approximately 20 MPPA. T2 is planned to be developed in phases with Phase I of Terminal 2 will cater for 20 MPPA, which will be expanded to cater to 45 MPPA in a later Phases with flexibility for expansion in accordance with the Master Plan. BIAL had completed airside and landside planning for Terminal 2 with necessary proposed modification to existing Terminal 1. The proposed planning efforts concluded also safeguard the implementation of future Terminal 3 in line with Master Plan. To meet the increasing air traffic demand, BIAL is intending to go ahead with the next stages of design and tendering for landside infrastructure upgrades required with the issuance of this RFP. 2. PROJECT DESCRIPTION

The project objective is to develop detail design and drawings up to Good for Construction and support client in preparation of tender documents for the identified transport infrastructure facilities on the landside on a priority basis. The identified proposals shall include works from the Main access road connecting National highway 7 with airport at-grade down to the Terminal facilities with the elevated roads, underpasses, parking areas at terminal forecourt along with up-gradation and development roads at city side development and as detailed below. The below packages are indicative and may change at BIAL discretion:


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2.1. Package 1: Secondary Access Roads & Associated Infrastructure (Refer Figure 1.0) a. Design and Development of New Southern Access road

b. Design and Development of New North-South Connections

c. Design and Development of at grade roads

d. Design and development of Taxi Hold Parking area and Private Car Parking

area at At Grade.

e. Design and development for Upgradation or Widening of all related

connected roads as mentioned above in front of existing Cargo.

f. Design and development City Side Road and Utility Connectivity for future

Cargo and MRO (Near East Side Perimeter), not shown in below drawing.

2.2. Package 2: Trumpet Interchange Expansion a. Design and Development of Up-gradation of Trumpet Interchange ramps to

four lane configuration (at the intersection of NH-7 and Main access road)

b. Design and development Widening of Main access road from Trumpet

Interchange to Airport boundary

2.3. Package 3: Main Access Roads a. Design and development for Widening of Main access road from Airport

boundary to Forecourt

Figure 1: Scope within all three packages

2.4. Package 4: Terminal Forecourt Area (Refer Figure 2.0) a. Design and development of flyovers, elevated roads, ramps and at grade road

for Terminal expansion as finalised in concept stage (All Roads shall be

designed considering 45 MPPA as the capacity of the airport.)

b. Design and development of underpasses for Terminal 1 for Departure and

Arrival.

c. Design and development of at grade access roads to Terminal 1 and 2,

forecourts, MLCP etc.

d. Design and development of arrival and departure curbs at Terminal 2

e. Design and development of private parking and taxi staging areas at

forecourt for both terminals and Long term parking.

f. Design and development of remote parking area for taxi staging and

employees along with bus plaza for intermediate and future


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Figure 2: Scope within Package 4

3. SCOPE OF SERVICES

The scope of the Services will comprise all those services which are necessary to achieve detailed design of all the identified facilities and infrastructures, in full compliance with the applicable Indian standard, codes and best industry practices. The Consultant shall be responsible for necessary co-ordination with NHAI, Indian Railway, Metro Railway, GOK and all other statutory authorities during all stages of design development and shall ensure the design compliant in line with their specific requirement (if any). The consultant shall also be responsible for identifying all associated enabling works necessary for the implementation of all the above identified facilities and shall also be responsible for the design of the same. The scope of works requires the Consultant to draw upon the services of various functional experts/support staff from different areas including, inter alia, geotechnical, utilities, pavement, structural/roads/bridges, MEP, drainage, signage, traffic, tendering (costing/QS/contract), quality, CAD designers, document control/other support staff etc. to address multiple facets of the project works. The design development activities are planned to be carried out under the following stages:

i. Validation of Concept Design for Spatial planning for all landside facilities as listed in the project descriptions

ii. Development of General Arrangement Drawings for package listed above for both phases of development.

iii. Development of Detailed Design for packages listed above for Phase 1 of development.

iv. Tender Document Preparation for Phase 1 of development, which includes Detailed Technical Specifications, tendering information and BOQ for different packages based on procurement strategy.

v. Good for Construction Drawings for Phase 1 development.

vi. Design support during construction for clarifications, vis a vis Submittal and RFI for the entire construction duration.

3a. Design of flyovers, elevated roads and ramps for Terminal 2 3b. Design of 2 lane underpasses for Terminal 1 for Departure and Arrival3c. Design of at grade access roads to Terminal 1 and 2 forecourts3d. Design of arrival and departure curbs at Terminal 2 3e. Design of private parking and taxi staging areas at forecourt for both terminals3f. Design of remote parking area for taxi staging and employees along with bus plaza for intermediate and future (location not finalized)

3a

3a

3a

3a

3a

3b3b

3c 3c

3c

3d 3d

3d

3e 3e 3e

3e

3e

3e


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The consultant shall be responsible for the design of the following elements (but not limited to) for all the above stages:

a. Elevated roads

b. At grade roads

c. Pavement d. Utility Corridor e. Drainage

f. Street lighting and Electrical g. Security related infrastructure including CCTV, bollards, and Security

Checkpoints

h. Signage

i. Retaining walls and culverts

j. Foot Path

k. Provision for Landscape elements

l. Water supply and piping network for irrigation and landscape purpose. m. At grade Parking

n. Toilets, Security Cabins and other supported facilities for parking o. Road Furniture

p. Adaptive Signals, supporting Infrastructure & centralized control room) q. Bus Stops/Lay bye

The proposed scope of work for each of the stages is as follows:

3.1. Stage 1: Validation of Concept Design

The consultant shall validate the already available conceptual planning options and developed concepts for associated roads and structures. The scope under this stage will include but not limited to the following.

o Understand the landside traffic projections and the completed assessments

of traffic levels on various project roads, junctions and parking areas as per

the concept design. This includes assessment of detailed layouts of planned

projects under T1 interim and T2 such as junctions, grade separators, at

grade roads, elevated roads, utility corridor, provision of metro etc. Also,

consider future development on city side as well.

o Planning report- This should cover developing complete planning report for

the requirement of numbers of lanes, flyover, grade separator, planning of

all the junctions, service level consideration for passenger car unit (to meet

final objective )

o Validation of the capacity analysis based on updated traffic levels for

transport infrastructure requirements of Access roads, intersections and

Parking infrastructure. The data available for T2 concept design shall be

integrated with the assessment.


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o Validation of the information available and preparation of scope for the

required information for Geotechnical Survey, Topographical Survey,

Hydrological Survey (if required), etc.

o Assessment of existing MEP, fire, drainage, sewerage, fuel network, road

network connectivity from as-built information provided by BIAL.

o Propose concept (maximum 3 options) options for the structures (bridges,

underpasses & ramps) with a focus on aesthetics, durability, safety and

convenience to road users, constructability and ease of maintenance and

operation.

o Phasing options (maximum 3) shall be developed with a focus on

constructability, safety and convenience to road users.

o Develop approximate per square metre construction cost estimates for 3

design options prepared.

o Option study for underpasses considering both open cut construction and

diaphragm supported construction, precast deck integral with underpass

walls for faster construction

o Develop approximate per square metre construction cost estimates for

options study on type of underpass construction.

Presentation of options to various stake holders to obtain decision on way forward with

single option including NHAI , Indian Railways, Metro Railway and other statutory authority.

3.2. Stage 2: Development of General Arrangement Drawings

The consultant will develop General Arrangement Drawings for the Access Roads & associated Infrastructure and Terminal Area Forecourt based on the Design Basis Report developed during the previous stage. The scope under this stage will include the following.

a. Updating the Design Basis Report to integrate all the comments and

additional requirements as identified during the Concept Validation

b. Preparation of preliminary plan and profiles for roads, intersections, flyovers,

underpasses, ramps and Utility corridor including GADs.

c. Preparation of preliminary plan for parking and taxi staging areas with

necessary amenities like Drivers café, Toilets, security cabins, etc.

d. Mapping of underground utilities and propose re-routing plan based on

the topographic survey and utility information provided by BIAL.

e. GADs shall consider the provision for Metro Corridor wherever applicable

f. Design of MEP for underpass and flyovers, road network, connectivity of

new terminal towards existing systems, re-design of sewage and

water network and other utilities to cater to the above

interconnection.

g. GADs shall include some options (not more than 3) wherever necessary for

various details and constraints. The selected option shall be developed


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further including the design of enabling works as required to accomplish

this.

h. GADs shall be supported by alternate construction methodology with time

lines and budgetary costs

i. Preparing drawings and submittals for approval from NHAI/ State Roads and

MoR for Railway Bridges.

The consultant shall coordinate with other consultants for the sizing requirements of Utility Corridor to accommodate power, water, sewage and optic fiber network across site for all future development at airport. The primary aim of GADs is to ensure that all the issues with the works have been fully defined, all stake holders consulted, options for resolution identified and evaluated, and preferred options agreed and recommended for approval. The GADs shall be further refined during design development to establish more detailed plans. Design Development will take the form of fully coordinated design of all components of the project and reasonable cost checking of the designs for compliance with the Project Budget.

3.3. Stage 3: Detailed Design

The consultant will carry out detailed design for the GADs which has been agreed with or approved by the stakeholders. The scope under this stage will include the following.

a. Incorporating the comments and any requirements raised by BIAL and other

stake holders to further refine the approved GADs

b. Updated Design Basis Report to integrate all the comments and additional

requirements as identified during the previous stage.

c. Design to be carried out as per IRC specifications

d. Design criteria to provide information on loadings and other related

parameters affecting the design of structures such as but not limited to

i. Structural form of bridge super structure

ii. Structural form of Sub-structure

iii. Proposed arrangement for inspection and Maintenance

iv. Design Life

v. Authorities to be consulted and special conditions required

vi. Materials and Finishes including surface finish for concrete and

structural steel work

vii. Water proofing, surface and sub-surface drainage

viii. Ground conditions

ix. Durability of structures

Any comments on the design criteria from the concerned authorities, client

and reviewers shall be incorporated as appropriate.

e. Provide structural, mechanical, drainage, civil, fuelling and other associated

discipline efforts into one consolidated package


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f. Geotechnical Interpretative Report (GIR) covering geotechnical aspects of

earthworks, including those associated with road pavements, structure

foundation and retaining wall design

g. Detailed Design drawings for

i. Road layout and Alignment works

ii. Elevated Roads

iii. At grade roads

iv. Drainage Works

v. Earthworks

vi. Retaining Walls & Culverts

vii. Embankments

viii. Road Pavement Works

ix. Kerbs, Footways and Paved area works

x. Street Furniture

xi. Security infrastructure

xii. Signage and Road Markings

xiii. Signals (Adaptive Signals with centralised control room)

xiv. Lighting and Electrical works

xv. Structural works

xvi. Utility Corridor

xvii. Utility diversion works

xviii. Water supply and piping network for irrigation and landscape purpose

xix. Parking lots including drainage

xx. Toilets, security cabins, and other supporting facilities for Parking

areas

h. Detailed Design of all associated structures including utility diversions,

preparation of structure drawings and reports etc.

i. Develop Reference plan, setting-out information, alignment, plan, profiles,

mechanical, electrical, drainage, plumbing and other associated disciplines

required and associated structures

j. Provide Detailed Design information for each design element

k. Ensure that all designs are fully coordinated with the architectural, MEP,

services and structural plans

l. Release drawings and specifications in stages to BIAL in order to review the

documents and facilitate the Design consultant’s integration of the same into

main work package.

m. Detailed BOQ

n. Material specifications and Detailed Technical Specifications covering all the

packages and work areas

o. Construction Phasing Plan


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p. Traffic Management Plan during construction

3.4. Stage 4: Tender Document Preparation and Tender Analysis

The Tender documents will be prepared by BIAL and the consultant will support the Client for the preparation of the same. The consultant shall provide the following information for each of the package in consultation with the client and in accordance with standard procedures. This will general consist of the following documents

o Employers Requirements

o Scope of Works

o Specifications – Construction Level detail

o Tender drawings (from stage 2: GADs)

o Bill of Quantities

3.5. Stage 5: Good For Construction

The consultant shall prepare Good for Construction for all the packages in accordance with the implementation timeline of each package based on the Detail Design and Tender documentation. The scope under this stage will include the following.

a. Incorporating the comments and any requirements raised by BIAL and other

stake holders to further refine the approved Detail Design.

b. Develop GFC drawings for all the packages and all elements as described

above in section 3.3.

4. DELIVERABLES

The list of deliverables below is indicative only and the consultant shall include any items that deemed necessary to complete the scope of works.

4.1. Stage 1: Validation of Concept Design

o Traffic Study Report validated from planning effort concluded earlier. o Planning report for both phases, including sizing and design requirements for

all landside elements based on the passenger traffic forecast. o Design Basis Report with necessary drawings, sketches, traffic assessment and

other reports such as calculations, best practices, and regulatory standards to support the design.

o Topographic survey Assessment Report (survey to be provided by the client) o Geotechnical Survey Assessment Report (survey to be provided by the client) o Hydrological Assessment Report o Utility Diversion Report

4.2. Stage 2: General Arrangement Drawings


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o Updated Design Basis Report to incorporate all the comments and concerns raised during the Concept validation stage

o Preliminary Designs for including optioneering for all packages listed in Item 2 o External works, Drainage, and Utilities Drawings of the existing, new and the

integrated lines o Preliminary level design drawings for following but not limited to the list

below:

Road layout and Alignment works

(Plan and Profiles, cross sections, layouts for

intersections/interchanges)

Drainage Works

Earthworks

Road Pavement Works

Kerbs, Footways and Paved area works

Signing and Road Markings

Lighting and Electrical works

General Alignment and other drawings for Structural works

Toilets, Security Cabins, and other supporting facilities for parking

Utility Corridor

Utility diversion works

Security Infrastructure

Adaptive Signals and control infrastructure

Water supply and piping network for irrigation and landscape purpose

o Preliminary Design drawings for all associated structures including utility

diversions, preparation of structure drawings and reports etc. for:

Ramps

Flyovers

Underpasses

Any other structures

o Develop Reference plan, setting-out information, alignment, plan, profiles, mechanical, electrical, drainage, plumbing and other associated disciplines required and associated structures

o Broad material and technical specifications o Broad per square metre construction cost estimates to allow for selection of

the concept o Phasing plans for development of facilities o Preliminary Design Presentation o Submittals for NHAI and MoR approvals.

4.3. Stage 3: Detailed Design


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o Final Design Basis Report (Employer’s Requirements) o Pavement Report, Drainage and Lighting Report Bridges and Structures Report o Updated Drainage Report o Temporary Traffic Management Details based on Phasing Plans. o Detailed Design Report o Detailed Design Drawings for:

Site Clearance and Demolition Drawings

Road layout and Alignment works (Plan and Profiles, cross sections,

layouts for intersections/interchanges)

Grading plans for providing efficient drainage based on rainfall data of

Bangalore and existing contours leading to the outfall.

Safety Barrier Systems

Drainage and Sewerage Drawings

Earthworks

Pavement Designs /calculations / program for design development




Toilets, Security Cabins, and other supporting facilities for parking

Adaptive Signals and control infrastructure

Water supply and piping network for irrigation and landscape purpose

Utility and Services Drawings

Re-provisioning, Reinstatement and Protection Works/ Enabling

works Drawings

Any other related works

o GA Drawings and Detailed Design drawings for all associated structures

including utility diversions, preparation of structure drawings and reports etc.

for:

Ramps

Flyovers

Underpasses


o Combined Services Drawings (CSD) o Work packaging (min. 4) as per employer’s requirement- to be decided after

completion of preliminary design.

4.4. Stage 4: Tender Preparation and Tender Analysis


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o Bill of Quantities;

o Technical Specifications and Drawings;

o Contractor lay down Areas and Phasing Plan

4.5. Stage 5: Good For Construction Drawings

o GFC Drawings for: Site Clearance and Demolition Drawings

Road layout and Alignment works (Plan and Profiles, cross sections,

layouts for intersections/interchanges)

Grading plans for providing efficient drainage based on rainfall data of

Bangalore and existing contours leading to the outfall.

Safety Barrier Systems

Drainage and Sewerage Drawings

Earthworks

Pavement Designs /calculations / program for design development




Utility and Services Drawings

Re-provisioning, Reinstatement and Protection Works/ Enabling

works Drawings

Irrigation Network

Toilets, Security cabins and other supporting facilities

Any other related works

o Developing typical cross sections for the roads, intersections, flyovers, underpasses and ramps and other critical locations.

o GA Drawings and GFC drawings for all associated structures including utility diversions, preparation of structure drawings and reports etc. for:

Ramps

Flyovers

Underpasses


o Combined Services Drawings (CSD) o Setting out information o Temporary Traffic Management Details based on Phasing Plans. o Construction phasing and traffic management during construction


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5. SCHEDULE

The time lines for the proposed scope shall be as follows:

5.1. Concept Design

a. Validation of Concept, Planning Report and the Concept development for roads and structures shall be completed within 1 month of issue of LOI.

5.2. Package 1

a. General Arrangement Drawings, Detail Design & Tender Documents shall be submitted within 2 month of approval/ selection of options developed during Concept Validation stage (includes review and approval periods)

b. Good for Construction Drawings in 1 month on approval of detail Design Drawings.

5.3. All other Packages

a. General Arrangement Drawings shall be submitted within 3 months of approval/ selection of options developed during Concept Validation stage (includes review and approval periods)

b. Detailed Design to be submitted within 5 months of approval of Preliminary Design(includes review and approval periods)

c. Tender Documents and BOQ shall be submitted within 1 month from submission of Detailed Design (includes review and approval periods)

d. Good for Construction drawings in 4 months of approval of Detailed Design.


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ANNEXURE B

RFP QUESTIONAIRE

1. BIDDER

1.1 Full Name

1.2 Jurisdiction of Incorporation

1.3 Registration Number

1.4 Registered Address

2. Incorporation Documents

2.1. In case of a firm

2.1.1. Registration certificate

2.1.2. Registration Number (CIN)

2.1.3. Registered Address

2.1.4. Power of Attorney of Authorized

Signatory (Certified true copy)

2.1.5.

Tax Registration Details

- VAT

- Service Tax

- Income Tax

2.1.6. Any other

2.2. In case of Company

2.2.1. Certificate of incorporation, Memorandum and Articles of Association, CIN

2.2.2. Board Resolution/Power of Attorney of Authorized Signatory (Certified true copy)

3. Contact Person for this Proposal

3.1. Name

3.2. Address for Courier

3.3. Office Phone


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3.4. Mobile Phone

3.5. Fax

3.6. E-mail Address

4. Bank Providing Tender, Other Bonds & insurances (as applicable)

4.1. Name of Bank

4.2. Branch of Bank

4.3. Letter from Bidder’s bank/insurance agent stating concurrence to provide

necessary bonds/insurances if selected as the Service Provider.

5. Disclosure of Interests

Please disclose here any beneficial financial interest which exists, or may exist,

between yourselves and the following or their affiliates:

5.1. BIAL

5.2. The GVK group of companies

6. Certifications & Procedures

6.1. Please attach your current corporate Quality Procedure, Safety Manual and

certification(s) for:

6.2. Quality, eg. ISO 9000

6.3. Environmental Management, eg.

ISO 14000

6.4. Other relevant certifications

7. Assumptions in the proposed Proposal

Identify here any provision(s) of the Proposal to which if there is a change, would

materially increase/decrease your price:

8. Authorized Representative Certificate

Full name Signature

Position

Company

Date


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ANNEXURE - C

COVERING LETTER

[On Bidder’s letter head]

[Location, Date]

To:

Vice President-Contracts & Procurement

Bangalore International Airport Ltd.

Project Head Office,

Kempegowda International Airport, Bengaluru,

Devanahalli, Bangalore - 560 300

Dear Sirs:

Subject:Proposal in response to the Request for Proposal for Consultancy Services for

preparation of detailed design and tender documents for landside transport infrastructure

facilities at Kempegowda International Airport, Bengaluru, Devanahalli, Bangalore

1. Having read, carefully examined and understood the above Request for Proposal

and all annexure and other documents attached thereto and all subsequent

addenda and clarifications issued pursuant thereto (collectively the “RFP”), we

hereby offer to perform the Services (as defined in the RFP) in accordance with the

Scope of Services and the terms and conditions set forth in the Agreement provided

as Annexure-E to the RFP and the other RFP documents.

2. We hereby agree and confirm that our Proposal has been prepared strictly in

conformance with the instructions in the RFP (including the forms set forth therein)

and that we shall at all times act in good faith and abide by the terms and

conditions of the RFP during the Bid Process.

3. We agree that we have inspected and examined the RFP documents and have

ascertained that they contain no inconsistencies, errors or discrepancies and have

otherwise familiarized ourselves with all conditions of the RFP which may affect

our Proposal and all queries on other contractual matters have been addressed.

4. Without prejudice to the generality of the foregoing:

(a) We undertake to keep our Proposal valid and open for acceptance without

unilaterally varying or amending its terms for the Proposal Validity Period

stated in the RFP;

(b) We agree that if our Proposal is accepted, we will execute the Agreement,

provide the necessary indemnities & insurances and obtain and provide the


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Performance Guarantee and Parent Company Guarantee (if applicable); all

in accordance with the RFP

(c) We agree to continue to keep in force a valid Tender Bond as stipulated in

the RFP;

(d) We acknowledge and agree that the acceptance of our Proposal and award

of the contract, and the cancellation or modification of the RFP at any

stage is at BIAL’s sole discretion and any decision taken by BIAL in relation

to the RFP (including any award) is final and binding on us and we shall have

no rights or claims arising out of or in relation to any decision of BIAL in

relation to the RFP or the selection process thereunder.

(e) We acknowledge and agree that BIAL is not bound to accept the lowest or

any Proposal or offer that BIAL may receive.

5. We represent and warrant to BIAL that as of the date of submission of the Proposal

and till the end of the Proposal Validity Period (as may be extended):

(a) the information furnished by us is complete, accurate, unconditional and

fairly presented;

(b) we have the necessary technical and financial ability and adequate skilled

and experienced resources for undertaking the Services if our Proposal is

accepted;

(c) we are in compliance with all the terms and conditions of the RFP;

(d) there is no information, data or documents which have not been disclosed

which may prejudicially affect BIAL’s evaluation or decision in relation to

the award of the contract;

(e) we have all the necessary corporate and statutory approvals and

authorizations to participate in this RFP and to submit the Proposal as a

binding offer in response to the RFP, the Confidentiality Undertaking and all

other documents that are required to be submitted pursuant to the RFP,

and to execute and perform the Agreement (if awarded); and

(f) we or the personnel we intend to engage for this assignment are not

disqualified from undertaking the assignment on account of security

clearance by the Government of India, any relevant authority of the

Government of India or by any international agency or other governments

and that at all times we shall provide any information required to assess the

same.

(g) we have factored in all costs and expenses for undertaking the Scope of

Services in accordance with the terms and obligations specified in the


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Agreement and the RFP in the preparation of our Financial Proposal and

that the same is sufficient and reflects our no-regret offer in all respects.

In the event of occurrence of any events or circumstances that would render any of

the foregoing representations and warranties untrue or invalid, we covenant to

promptly notify BIAL of the same.

6. We declare that there has been no material adverse change in our financial and

technical capability with reference to and including any additional exposure to

financial and/or legal risks to us, since the date of submission of our Expression of

Interest. We further declare that we have not been declared ineligible for corrupt

or fraudulent practices in any tendering process.

7. We undertake that we will intimate BIAL of any material change in facts,

circumstances, status or documentation relating to us during the Proposal Validity

Period (as may be extended in accordance with the RFP).

8. This Proposal shall be construed, interpreted and governed, in all respects, by the

laws of India, without reference to its conflict of law principles. The courts at

Bengaluru will have exclusive jurisdiction in respect of all matters arising out of

this Proposal.

9. We have agreed that [______________________] [Insert Authorised Signatory’s

name] will act as our representative and has been duly authorized to submit the

Proposal and authenticate the same, make amendments thereto and undertake

such other actions as set out in the power of attorney / resolution of the board of

directors / authorization attached with this Proposal, which will be binding on us.

10. We have provided details, in accordance with the instructions and in the form

required by the RFP and have attached the same as appendices to this Proposal.

These documents form an integral part of this Proposal:

Part 2 – RFP Questionnaire

Part 3 – Power of Attorney

Part 4 – Financial Information

Part 5 – Proposed Organization Structure & Key Personnel Deployment

Part 6 – Approach, Methodology and Work Plan

Part 7 – Accepted and acknowledged RFP

Yours sincerely,

For and on behalf of [name of Bidder]

Authorized Signature [In full and initials]:

Name and Title of Signatory:

Name of Bidder:

Address:

<Seal of Bidder>


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ANNEXURE D

FORMAT FOR COMMERCIALS IN PROPOSAL

<on Bidder’s Letter Head>

To:

Vice President-Contracts

Bangalore International Airport Ltd.

Project Head Office,

Kempegowda International Airport Bengaluru,

Devanahalli, Bangalore - 560 300

Dear Sir,

Having fully considered the terms of the Request for Proposal for Consultancy Services for

preparation of detailed design and tender documents for landside transport infrastructure

facilities at Kempegowda International Airport, Bengaluru, Devanahalli, Bangalore, we

herewith submit our commercials in Proposal as below:

Sl.No Stage Percentage of

Payment Fee in INR

1.00 Stage 1: Validation of Concept Design 20%

Draft Report and Submittals 50%

Acceptance of Final Report and Submittals 50%

2.00

Stage 2: Development of General Arrangement Drawings 25%

Submittal of Package 1 Draft Documentation 15%

Acceptance of Package 1 Final Documentation 15%

Submittal of Draft Documentation for all packages 35%

Acceptance of Final Documentation for all packages 35%

3.00 Stage 3: Detailed Design 35%





4.00

Stage 4: Tender Document Preparation and Tender Analysis 20%



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Total Amount in INR

Service Tax @ 14% on Total Amount

Swach Bharath Cess @ 0.5% Total Amount

Grand Total in INR

Other Terms and Conditions:

a. The above rates shall be inclusive of transport, boarding, lodging, loading,

unloading, sample collection, equipment, consumables, any other incentives and

prevailing taxes if any etc.,

b. Payment shall be made by BIAL based on the actual service provided and against

approval of the valid monthly invoice.

Yours sincerely,

For and on behalf of [name of Bidder]

Authorized Signature [In full and initials]:

Name and Title of Signatory:

Name & Address of Bidder: <Seal of Bidder>


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ANNEXURE-E

TEMPLATE OF AGREEMENT

SERVICES AGREEMENT

This SERVICES AGREEMENT ("Agreement") is entered into on this …..th day of ……., 2016

(the "Execution Date") by and between:

BANGALORE INTERNATIONAL AIRPORT LIMITED, a Company incorporated under the

Companies Act, 1956 represented by its Senior Director Finance and Support Services and

authorized signatory Mr. Bodapati Bhaskar and having its Registered Office at

Administration Block, Bengaluru International Airport, Bangalore 560 300, India,

(hereinafter referred to as "BIAL", which expression shall, unless repugnant to the context

or meaning thereof, be deemed to mean and include its successors-in-interest and assigns)

of the FIRST PART;

AND

………………………………….., a Company incorporated under the Companies Act, 1956

represented herein by its authorized signatory Mr. ………………, having its Registered Office

at …………………………………………………………..(hereinafter called the 'Service Provider', which

expression shall mean and include its consortium partners, representatives, successors-in-

interest and permitted assigns) of the SECOND PART.

The aforesaid parties are hereinafter referred to individually as a 'Party' and collectively

as the 'Parties', as the context may require.

WHEREAS:

A. Pursuant to a Concession Agreement entered into between BIAL and the

Government of India, BIAL has been granted the exclusive right and privilege to

carry out the development, construction, commissioning, maintenance, operation

and management of the Airport (defined later), in accordance with the terms

contained therein.

B. BIAL has a vision for the Airport as an airport of the highest international standards

with emphasis on safety and security, functionality and flexibility and highest

levels of service for the passengers and the users of the Airport.

C. BIAL therefore is desirous to provide ……………………….. at KIAB.

D. The Service Provider is a …………………..

E. Pursuant to BIAL's request for Proposal, the Service Provider has submitted a

Proposal to provide the Services (as hereinafter defined) and BIAL has expressed its


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desire to engage the Service Provider for providing the Services, on a non-exclusive

basis, subject to the terms and conditions set-forth in this Agreement.

NOW THEREFORE, it is agreed as follows:

1. DEFINITIONS

1.1 Definitions

The following words and expressions, as used throughout this Agreement, shall

have the following meanings:

"Agreement" refers to this Service Agreement, and all exhibits and attachments

annexed to this Agreement or otherwise, incorporated by reference; and all

written modifications occurring after the date of this Agreement.

"Airport" means the Greenfield international airport constructed and operated

by BIAL at Devanahalli, near Bangalore in the State of Karnataka and includes

the existing Terminal 1(T1) and further airport developments.

"Applicable Laws" means, all laws, promulgated or brought into force and effect

by the Government of India or the Government of Karnataka including, the

regulations and rules made thereunder, and judgments, decrees, injunctions,

writs and Orders of any Court of record, as may be in force and effect during the

subsistence of this Agreement.

"Commencement Date" means, the date upon which, the Service Provider

commences provision of the Services under this Agreement, being ….. Day of

………, 2016.

"Confidential Information" or "Information" has the meaning assigned to it in

Clause 12 of this Agreement.

"Deliverables" shall have the meaning assigned to it in Clause 4 of this

Agreement.

“Personnel” shall mean the directors, employees (permanent, temporary or

research), auditors, service providers, shareholders, representatives, officers

and any member of the permanent or temporary staff of a Party, or any of its

licensees, sub-licensees or agents who have or may get access to any

Confidential Information and shall include any employee of Service Provider or

any alternate person as notified to BIAL in writing in advance of two business

days’ notice by Service Provider, deployed to render the Services or any part

thereof;

"Professional Fee" shall have the meaning assigned to it in Clause 6.1 of this

Agreement.


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“Project“ means all the works related to environment quality monitoring

criteria carried out / proposed to be carried out by BIAL.

"Purchase Order" shall have the meaning assigned to in Clause 3.3 of this

Agreement.

"Relevant Authority" includes the GoI, AAI, DGCA, BCAS, Department of

Immigration of the Ministry of Home Affairs, CISF (or its equivalent authority),

Department of Customs of the Ministry of Finance or any other subdivision or

instrumentality thereof, or any other authority empowered by the Applicable

Laws.

"Services" shall include all the Services as more fully described in Schedule A

(The Scope of Services) of this Agreement.

"Standard of Care" has the meaning assigned to it in Clause 7.2 of this

Agreement.

"Term" shall have the meaning ascribed to it in Clause 2 of this Agreement.

"Written" or "in writing" means, hand-written, type-written, printed or

electronically made (inclusive of e-mail communication and attachments) and

resulting in a permanent record.

1.2 INTERPRETATION

In this Agreement, except to the extent that the context requires otherwise:

1.2.1 Reference to a "judgment" includes any order, injunction, determination, decree or

other judicial or arbitral tribunal measure in the Indian jurisdiction, which is final

and binding; A reference to a "law" includes common law, the Constitution of India

and any decree, judgment, legislation, direction, order, ordinance, regulation,

by-law, statute, notification, circular, guideline, rule, statutory instrument or

other legislative measure, with which BIAL is required to comply by law (and

"lawful" and "unlawful" shall be construed accordingly).

1.2.2 References in the singular shall include references in the plural and vice versa; A

reference to a "day" means a calendar day; any reference to a "month" shall mean a

reference to a calendar month; and any reference to "year" shall mean a reference

to a calendar year (i.e., twelve (12) months) unless otherwise defined in this

Agreement; References to a particular Clause, paragraph, sub-paragraph, Schedule

or Attachment shall, except where the context otherwise requires, be a reference

to that Clause, paragraph, sub-paragraph or Schedule to this Agreement;

1.2.3 The headings are inserted for convenience and are to be ignored for the purposes

of construction;


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1.2.4 Terms defined in the Schedules hereto shall have the meanings ascribed thereto in

the Schedules when used elsewhere in this Agreement;

1.2.5 The Schedules to this Agreement form part of this Agreement and will be in full

force and effect, as though they were expressly set out in the body of this

Agreement;

1.2.6 Any reference to any agreement (including this Agreement), deed, instrument,

license, code or other document of any description shall be construed, at the

particular time, as a reference to that agreement, deed, instrument, license code

or other document as the same may then have been amended, varied,

supplemented, modified, suspended or notated;

1.2.7 The words "written" and "in writing" includes a facsimile transmission and any

means of reproducing words in a tangible and permanently visible form with

confirmation of the transmission;

1.2.8 The words "include" and "including" are to be construed without limitation;

1.2.9 In case of any ambiguity or discrepancy between the Clauses, the Schedules and

the Purchase Orders, the provisions of the Clauses shall prevail; The term key when

prefixed to any element forming part of the Services herein, shall indicate such

critical element necessary to achieve the Deliverables or the desired results of this

Agreement, as determined by BIAL, and If any payments due hereunder become

payable on a day when principal commercial banks in Bangalore are closed for

business or a day which is declared a holiday under the Negotiable Instruments Act,

1881, such payments shall be deemed due and payable on the next business day

thereafter.

2. TERM OF AGREEMENT

This Agreement shall become effective from the Execution Date. The term of this

Agreement shall be for a period from the Commencement Date up to ……………..,

(the "Term"), unless terminated earlier under the provisions of this Agreement.

Any renewal of this Agreement is not automatic, unless and until previously agreed

by BIAL in writing.

3. SERVICES

3.1 BIAL hereby appoints the Service Provider, on a non-exclusive basis, to

provide the Services more fully described in Schedule A subject to and in

accordance with the provisions of this Agreement (the "Services"), and

Service Provider accepts such appointment by BIAL to provide the Services.

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BIAL may at any time and from time to time, request changes (including

alterations, omissions or additions) to the scope of Services under this

Agreement. If such change affects the costs and/or time schedule for

performance of the Services, the Parties shall mutually agree on the

changes in costs and/or the time schedule. Additional services, requested to

be performed by BIAL and accepted by the Service Provider, shall be by way

of Purchase Orders issued as detailed in Clause 3.3.

3.3 Purchase Orders

3.3.1 As detailed in Clause 3.2 above, BIAL shall be entitled to issue

Purchase Order(s) to the Service Provider for the performance of

services under the Agreement. Purchase Order(s) shall also be

issued for additional services. The services or the additional

services to be performed by the Service Provider shall be

detailed in the annexures attached to the Purchase Order. The

time lines for performance of the services or the additional

services shall also be annexed to the Purchase Order.

3.3.2 A Purchase Order may be sent by any mode permitted for

issuance of notices and communications as set forth in this

Agreement.

3.3.3 The Service Provider shall perform the services set forth in a

Purchase Order in accordance with the terms and conditions of

the Agreement.

3.3.4 Implementation in Phases: The Services shall be performed in the

stages, as further detailed in Schedule A & B.

3.4 The Service Provider shall perform the Services from the Commencement Date.

3.5 After completion of each phase/ specific areas of the Services, as further

detailed in Schedule A, Service Provider shall seek written approval from BIAL, which approval shall not be unreasonably withheld.

3.6 Further, BIAL may issue a Notice to Proceed (NTP) to the Service Provider,

prior to commencement of the subsequent phase/ area of Services. The

Service Provider shall be obliged to perform the Services and be entitled for

payment of Professional Fee for the subsequent phase/area only on the

issuance of the NTP by BIAL.

3.7 The additional compensation to be paid by BIAL to the Service Provider for

the additional services shall be stipulated in the payment schedule attached

to the Purchase Order.

3.8 Each Purchase Order, when issued, shall be deemed to form an integral part

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4. DELIVERABLES FROM THE SERVICES

Deliverables from the Services: The Deliverables pertaining to the scope of

Services to be provided under this Agreement are as stipulated in Schedule A.

These Deliverables shall be provided by the Service Provider as per the time

schedule stipulated in Schedule B. Upon the Service Provider providing all the

Deliverables to BIAL, the Service Provider shall hand over all documents and

Confidential Information to BIAL. The Deliverables shall not be used by or

through the Service Provider for any purposes other than that of providing the

Services under this Agreement. In the event of any reuse whatsoever of the

said documents by the Service Provider, he shall indemnify BIAL, defend and

hold harmless BIAL from any and all claims, causes, damages, losses, liability

and expenses, including but not limited to attorney's fees resulting from such

unauthorized use. Submission or distribution of the documents to meet

official regulatory requirements or for similar purposes in connection with the

Agreement is not to be construed as publication in derogation of BIAL's

reserved rights. It is expressly agreed herein that, the Deliverables shall not

be used by the Service Provider for any purpose other than those provided

under this Agreement.

5. EXCLUSIVITY

During the Term of this Agreement and for a period of three years thereafter the

Service Provider shall not either in its own name or through its Affiliates, directly

or indirectly, engage in activities deemed by BIAL to conflict with the Services or

the purposes for which such Services are provided.

6. COMPENSATION

6.1 The fixed consideration/ fee for satisfactory completion of the Scope of

Services providing the Deliverables and for performance of all obligations of

the Service Provider pursuant to this Agreement is detailed out in Schedule C

of this Agreement (the "Professional Fee"). The Professional Fee is inclusive of

all taxes. BIAL shall make payments within thirty (30) days from the date of

receipt of valid invoices and clarifications, if sought by BIAL, from the Service

Provider. The Professional Fee shall be subject to deduction of applicable

taxes. The Professional Fee payable by BIAL to the Service Provider for

completion of each phase of the Services and the terms of payment of this

Professional Fee is as stipulated in Schedule C. The Professional Fee shall be

paid by BIAL to the Service Provider only after the completion of each phase of

the Services, based on an assessment process decided by BIAL, to monitor and

report progress, and the terms of payment of this Professional Fee is as

stipulated in Schedule C.

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For performance of any additional services if requested by BIAL in writing

("Additional Services"), BIAL shall pay additional compensation as per the rates

stipulated in Schedule C for such Additional Services and as detailed in the

respective Purchase Orders issued by BIAL from time to time. The expenses

incurred by the Service Provider towards travel and accommodation for the

performance of the Additional Services shall be paid in accordance with the

charges stipulated in Schedule C. The additional compensation for the

Additional Services shall be paid by BIAL within thirty (30) days following the

date of receipt of the Service Provider's valid invoice for such additional

compensation.

6.3 The Professional Fees shall be paid, upon assessment of progress within the

overall schedule of work set forth in Schedule C. Upon the agreement to the

progress achieved for the phase of work as agreed upon in Clause 6.1, in

accordance with the acceptance and completion criteria therefore as set forth

in this Agreement, the Service Provider shall be entitled to invoice BIAL for the

installment of the Professional Fee specified against such period of each phase

of work after the completion of the each phase and as certified by BIAL.

6.4 Review of Invoices

BIAL will review the invoices promptly and notify the Service Provider in writing

of any inaccuracy. The Service Provider's invoices for payment shall be prepared

in the form stipulated by BIAL. Each invoice shall be accompanied by such

supporting documentation and evidence as would enable BIAL to assess the work

performed and which demonstrates to the reasonable satisfaction of BIAL that all

the relevant performance provisions of this Agreement have been met. BIAL may

from time to time stipulate requirements in this regard. BIAL shall be entitled to

make such investigations as it may deem necessary to assess the achievement of

the relevant payment percentage, including the completion or progress toward

completion of the relevant tasks, progress completion of deliverables or

submission of the applicable deliverables. The Service Provider shall provide such

clarifications as BIAL may require enabling such assessment.

6.4.1 Withholding and deductions of payments

Withholding payments:

If BIAL disputes the amount contained in an invoice, BIAL may withhold payment

to the extent that it reasonably believes that the Service Provider is in breach of

its obligations in accordance with this Agreement and shall give the Service

Provider fifteen (15) days' written notice to remedy the deficiency prior to such

withholding. BIAL will pay all undisputed amounts in accordance with this

Agreement. Once the Service Provider has cured the deficiency, BIAL will pay the

Service Provider the amounts withheld. For the avoidance of doubt, it is clarified

that such withheld amount shall not incur any interest.

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BIAL may deduct from the Professional Fee or/and Reimbursable Expenses

amounts on account of claims of penalty, costs or claims, loss, damage directly

incurred by BIAL ("Direct Damages") to the extent that they arise from the

negligence, delay, deficiency in Services of the Service Provider. If the breach is

such that the same can be remedied, the provisions of Clause 6.4.1 will apply. In

case the Service Provider fails to remedy the breach, as provided in Clause 6.4.1

above, BIAL has the discretion, with further written notice of three (3) days, to

deduct such amounts from the Professional Fee or reimbursable expenses and this

right is in addition to any other rights available to BIAL under this Agreement.

6.4.3 Penalty

If the service Provider fails to perform any of the services hereunder within the

time specified in the Agreement, BIAL shall levy a penalty at the rate of 0.5%

(point five percent) of the Professional Fees per breach per day subject to

maximum of 5% (five percent) of the Professional Fees per week, subject that the

total penalty will not exceed 10% of the Total Professional Fees.

6.4.4 No payments of invoices or portions thereof shall at any time constitute any

approval or acceptance of the Services under this Agreement, nor be considered

to be a waiver by BIAL of any of the terms of this Agreement.

7. OBLIGATIONS OF THE SERVICE PROVIDER

7.1 Guarantees and Securities

7.1.1 The Service Provider shall on the Execution Date submit to BIAL a

performance bank guarantee for a sum equivalent to five percent (5%)

of the value of contract, that is Professional Fee, from any one of the

Scheduled Banks ("Performance Bank Guarantee" or "PBG"), as

Performance Security for due performance of its obligations under the

Agreement. The Performance Bank Guarantee should be in the format

pre-approved by BIAL, which is attached herewith as Schedule E. The

invoice towards first payment shall be accepted only after compliance

of this Section. The Service Provider shall keep the PBG in force for the

entire Term of this Agreement, by extending the same from time to

time, whether or not the Service Provider receives a reminder for the

same from BIAL, failing which BIAL, without any limitation and without

prior notice, shall have the right to realize the Performance Bank

Guarantee. The PBG shall be refunded only after the three (3) months

of the expiry of this Agreement. The performance security deposit will

not carry any interest.

7.1.2 The Service Provider acknowledges and confirms that the Performance

Security may be invoked by BIAL in its sole discretion for any breach or

neglect or lack of satisfactory performance or non-performance of the

Services under this Agreement; without BIAL being required to prove or

to show to the Service Provider any ground or reason for such

invocation. Such invocation shall be in addition to all other rights and


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remedies available to BIAL. The Service Provider shall, at BIAL's

request, vary the value and/or validity of such securities

proportionately as necessary to reflect the changes in the Agreement.

7.1.3 If the Service Provider fails to extend the validity of the PBG, the same

can be realized / encashed by BIAL. BIAL reserves all rights under this

Agreement including termination for default, if the Service Provider

fails to provide the above PBG within stipulated time. Providing such

PBG is a precondition to execution of this Agreement and to any

payment under this Agreement.

7.1.4 The Service Provider acknowledges that to the extent to which any

inputs are required to be given, issued or made by or on behalf of BIAL

pursuant to the Agreement is contingent upon the prior receipt by BIAL

of any inputs/decisions required to be given, issued, consent provided

or made by any relevant statutory/regulatory body and where the same

is delayed, such delay will not constitute a default of BIAL entitling the

Service Provider to make a claim for either additional costs or any

extension of time.

7.2 Standard of Care

The Service Provider shall perform the Services on behalf of and under the

directions of BIAL and such Services shall be rendered in accordance with the

standards of care, skill and diligence, quality and without errors & deficiencies as

reasonably required of other international Service Providers performing the same or

similar services, of similar size and complexity ("Standard of Care"). The Service

Provider shall be responsible for the acts and omissions of its Service Providers,

partners, sub-contractors, etc. which are in violation of the Standard of Care, as if

they were the acts and omissions of the Service Provider.

7.3 The Service Provider agrees to furnish to BIAL, qualified professionals to perform

the Services. Such professionals shall have the requisite experience and

qualifications necessary for the due performance of the Services and the obligations

of the Service Provider, under this Agreement ("Professionals"). The Professionals to

be deputed by the Service Provider for the performance of Services is detailed in

the deployment schedule attached herewith as Schedule D.

7.4 BIAL shall have the right to ascertain whether such Professionals are satisfactory for

the performance of the Services and shall be entitled to request the Service

Provider to replace any of the Professionals, whether before assigning the work or

after, in the event BIAL is not satisfied with the services of such Professionals; and

the Service Provider shall replace such individuals, immediately. The Service

Provider shall not remove or replace any personnel appointed to key positions

without the prior written approval of BIAL. The Service Provider shall provide to

BIAL the resumes of such personnel and BIAL shall be entitled to interview (via

teleconference) such personnel prior to providing the approval to the Service

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7.5 Changes in the scope, manner or timing of the Services shall be authorized by BIAL,

in writing, and shall include, if necessary, an appropriate adjustment in the

Professional Fee and the time schedule. All duly authorized changes shall become

part of this Agreement. Neither Party shall be bound to perform any change until

agreed to by both the Parties, in writing.

7.6 The Service Provider shall, consistent with the Standard of Care, comply with the

laws, codes, and regulations applicable to the Services during the entire period

when the Services are rendered, and on BIAL's request, shall make available all the

documents pertaining to the compliance with the relevant laws.

7.7 Reports and presentations at all stages will be submitted in adequate numbers of

hard and soft formats as applicable.

7.8 Service Provider shall work under the instruction of BIAL and shall report to the

concerned designated officer/ representative of BIAL for its work.

7.9 The Services shall be performed in the stages, as further detailed in Schedule A and

B.

7.10 Personnel- The Service Provider will:

a) procure suitably skilled and experienced Personnel(s) and be responsible for

their use of reasonable skill and care in the performance of the Services;

b) Shall always give BIAL, a list of Personnel(s) in advance who/shall are/be

involved in providing the Services;

c) advise BIAL of the absence or anticipated absence of any Personnel and

substitute the Personnel immediately with 24 hours of such absence during

those with suitable replacements, at no additional cost to BIAL; Service

Provider shall also ensure that Services are not disrupted due to Personnel

absenteeism, including holiday or sickness.

d) The Service Provider shall provide BIAL complete details of its Personnel

engaged in the performance of the Services, Service Provider shall perform pre-

employment screening (background checks) for all Personnel deployed at the

premises of BIAL to render the Services. The checks should include as a

minimum: 1) Educational checks, 2) Reference checks, 3) financial history

(credit checks); 4) criminal records, including arrest records; 5) Character

checks/records etc. as per BIAL’s policy and as desired by BIAL from time to

time and shall if requested by BIAL immediately provide all reports and

documents regarding such background checks of its Personnel to BIAL; Service

Provider shall exercise reasonable diligence in ensuring that it does not assign

to work to any individual/ Personnel who would not pass the background check

procedures. At a minimum, Service Provider shall require each

candidate/Personnel to complete an employment application for employment

with Service Provider. Such application must include an inquiry as to whether

the applicant/Personnel have ever been convicted of a crime. No Personnel of


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Service Provider shall be assigned to perform the Services if he or she discloses

a conviction, within the preceding ten (10) years, for (1) a felony offense, or

(2) a misdemeanor offense involving securities, theft, and fraud, the wrongful

taking of property, embezzlement, or similar offences.

e) recruit, select and deploy Personnel who are adequately trained, qualified for

the performance of the Services under this Agreement. Service Provider shall

ensure that its permanent Personnel/ employees shall serve notice period of

two months, in event of resignation/ termination etc. in order to provide

minimum two months’ time to BIAL for knowledge transfer for the Services as

rendered by Service Provider under this Agreement.

f) be solely responsible for the payment of compensation and all statutory

benefits of its Personnel and shall cause all such Personnel to affirm and

execute an undertaking to the effect that they are not the employees of BIAL

for any purpose whatsoever and that they shall not exercise any rights or seek

or be entitled to any benefit accruing to the regular employees of BIAL

(“Employee Undertakings”). Service Provider shall obtain, maintain and comply

with the terms and conditions of all registrations, licenses, permissions and

approvals required under the Applicable Law, including labour laws for

rendering the Services; Service Provider agrees that if requested by BIAL,

Service Provider shall provide BIAL for inspection with the original Employee

Undertakings. Service Provider will indemnify and keep BIAL safe and harmless

from and against any claims, and actions and shall pay all direct costs,

damages, liabilities, charges and all related expenses that BIAL may incur due

to any claim arising from Service Provider’s violation of applicable labour

statutes in the course of performing the Services.

g) The Service Provider agrees and acknowledges that in no event BIAL shall be

responsible for any claims made in event of any mishap, accident of Service

Provider Personnel(s) during the course of work in BIAL premises. The Service

Provider shall maintain throughout the Term and at no cost to BIAL, insurance

coverage with reputable insurance companies as acceptable to BIAL.

h) implement, monitor and review the Services of its Personnel being rendered

during the Term; and will also exercise requisite control and supervision over

its Personnel in the course of rendering the services and shall ensure that the

Services are rendered in a continuous and uninterrupted manner on a best

efforts basis.

i) In the event that any Personnel engaged/deputed/deployed for rendering

Services is, either; 1) no longer available by reason of resignation or

termination or the like; or 2) unable to render satisfactory services; or 3) not

acceptable to the BIAL by reason of any misconduct or non-performance on the

part of such Personnel of Service Provider or 4) is suffering from some


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contagious disease, illness, Service Provider will replace such individual

promptly by another sufficiently skilled, qualified, and experienced person at

its own cost. Service Provider will, in the discharge of its obligations use all

reasonable endeavors to minimize changes in Personnel. Notwithstanding

anything in this Agreement, Service Provider shall be, and shall at all times

remain responsible for the actions of all its employees and Personnel.

j) Service Provider shall take all reasonable steps to ensure that its Personnel

rendering Services- 1) while rending Services, carry any security pass (such as a

picture ID) that has been issued by Service Provider and BIAL. Such pass must

be presented to security personnel prior to entering the premises of BIAL, and

at any other time on request; 2) immediately report the loss of any security-

related item (such as keys or a security pass) to his/her manager or supervisor;

3) leave the premises at the agreed time (i.e., the official end of the

individual's work day, unless otherwise arranged); 4) enter only those portions

of the premises where his or her presence is necessary for the proper

performance of duties under this Agreement; and 5) comply with any direction

given by his/her manager or supervisor in BIAL. Under current policy, BIAL

reserves the right to search the premises and all objects and the Personnel of

Service Provider (including desks, closets, and business and personal mail,

including that in electronic form).

7.11 Project Site safety and security

a) The Service Provider is under a general obligation to place the highest

importance on safety during the execution of the Services. The Service

Provider shall ensure that all activities undertaken and completed in

accordance with the Agreement are carried out in a safe manner and

complies with all Applicable Laws. The Service Provider also acknowledges

and agrees that it shall take all necessary precautions and measures so as to

ensure that no inconvenience, injury or danger is caused to any Airport

users in or during the performance of the Services. The Service Provider

shall save harmless and indemnify and keep the BIAL indemnified in respect

of all claims, losses, proceedings, damages, costs, charges or expenses of

whatsoever nature arising out or in relation to breach or failure to comply

with the provisions of this Clause 7.11 [Project Site Safety and Security].

b) The Service Provider shall submit regular health and safety reports to the

BIAL's representative in accordance with the requirements of the BIAL's

representative and all Relevant Authority and as required by Applicable

Laws.

c) Without prejudice to any of its obligations under the Agreement, the

Service Provider shall ensure minimally, compliance to the EHSMS policy

laid by BIAL. A Copy shall be shared with the Service Provider.


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d) The Service Provider’s shall maintain the safest possible work environment

and shall ensure protection against accident and injury to the BIAL, workers

and other persons and protection of BIAL’s property, equipment from

damage, loss or destruction.

e) The Service Provider shall comply with all the rules and regulations

established by BCAS or by the BIAL, from time to time, in respect of

security as applicable to the Airport, airports of same or similar sensitivity

classification and shall cooperate with security personnel at the Airport.

f) The Service Provider shall at all times be responsible for the discipline of its

employees, Personnel’s and for ensuring that they perform their duties in a

safe, orderly and clean manner in accordance with the requirements of the

BIAL's representative.

g) Instruments: The Service Provider shall provide, at all times, for the

duration of the Agreement, instruments/equipments for the exclusive use of

BIAL’s representative as directed by BIAL’s representative for carrying out

of his duties in connection with the Agreement. Such instruments must be

approved by the BIAL’s Representative.

h) Security: The Airport areas are governed by various security regulations

mandated by the Bureau of Civil Aviation Security of the Government of

India and by the BIAL’s security department. These regulations govern the

various access restrictions to different areas of the Airport as well measures

to protect areas of the Airport from perceived threats. The Service Provider

shall carry out all Services in compliance of such regulations. All Personnel

of the Service Provider entering the terminal building and various zones of

the Airport shall apply for suitable entry passes along with the supporting

documents and fees and shall obtain the entry pass. The Service Provider

shall be responsible for obtaining the police verification certificate for itself

and its Personnel and the BIAL shall not entertain any request for

exemptions due to any delay in the processing of the certificate.

i) Care of the Services, liability for accidents and damage: Service Provider

shall take full responsibility for care of the Services. The Service Provider

shall bear full risk in and take full responsibility for the care of the Services

(without limitation for the care of any works/services carried out on the

Project Site by other service providers) from the date of issue of the Notice

to Proceed.

j) Responsibility to rectify loss or damage

i. If any loss or damage happens or occurs to the Services or any part thereof

during the period for which the Service Provider is responsible for their care

in accordance with Clause 7.11 subclause i), the Service Provider shall

rectify the loss or damage at the Service Provider's risk and cost, so that the

conform in every respect with the provisions of the Agreement and are to

the satisfaction of the BIAL's representative.


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ii. Service Provider represents that it is liable for care of Services as per this

Clause and would therefore in the event of any contingency, ensure

compliance with (a) Contingency (crisis) plan for managing unexpected

situations; and Continuity (Business Continuity Plan) plan for uninterrupted

services in line with the Recovery Time Objectives of that specific

department, as formed by the BIAL and amended from time to time.

k) Damage to persons and property

The Service Provider indemnifies and keeps indemnified the BIAL against all losses and claims for death, injuries or damage to any person or any property whatsoever which may arise out of or in consequence of the carrying out the services and the remedying of any defects therein and against all claims demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

8. OBLIGATIONS OF BIAL

8.1 BIAL agrees to comply with all reasonable requests of the Service Provider regarding

providing access to documents and employees, necessary for the performance of the

Service Provider's obligations under this Agreement.

8.2 BIAL shall provide, in a timely manner, full information (including the Confidential

Information), regarding requirements, including a program, which shall set-forth

BIAL's objectives, schedules, constraints and criteria and such other information

reasonably required by the Service Provider for due performance of the Services

under this Agreement. BIAL do not include any responsibility for the accuracy or

completeness of any information or services furnished to the Service Provider under

this Agreement or for the checking or validating of same, except to apply the

appropriate Standard of Care when reviewing the information.

8.3 BIAL will appoint a representative to act on BIAL's behalf in relation to this

Agreement who will liaise with the Service Provider, in relation to this Agreement.

9. INFRINGEMENT, INDEMNIFICATION

9.1 The Service Provider represent, warrant and covenant that there are no

intellectual property right infringements affecting the software, deliverables and

maintenance provided by it to BIAL. The Service Provider shall indemnify and hold

harmless BIAL and its affiliates, and their respective directors, officers and

employees (collectively the "Indemnitees") from and against any and all liabilities

to the extent arising as a result of any claim, suit or proceeding or allegation that

the performance of the Services or the Deliverables or any part thereof, in the

form furnished or as subsequently modified by the Service Provider, constitutes an

infringement of any patent, utility models, mask work protections, trademark,

design, copyright, trade secret, mark or other intellectual property rights or

applications thereof of any third party (collectively, "Third Party Intellectual


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Property Rights"). BIAL shall without undue delay notify the Service Provider of

such infringement claim, suit or proceeding and the Service Provider shall, at its

expense, have the authority, to settle the claim or assume control and defense of

any suit or proceeding, but shall not compromise or settle any suits or claims or

admit any criminal liability or wrongdoing by BIAL and its affiliates, without the

express prior written consent of BIAL; unless any compromise or settlement

includes an unconditional release of any claims against BIAL and its affiliates and

does not involve any stipulation, judgment or injunction against BIAL and its

affiliates. Service Provider shall extend reasonable assistance to BIAL to defend any

such claim, proceeding or suit.

9.2 In the event that the performance of the Services or the Deliverables or any part

thereof are, in such suit or proceeding, held to constitute an infringement or the

use thereof, is enjoined, or if in respect of any claim of infringement or violation

BIAL deems it advisable to do so; the Service Provider shall promptly, at its own

expense and option, take any one of the following actions:

a) procure for Indemnities the right to continue the use of the Deliverables;

b) replace the Deliverables and/or Services with non-infringing deliverables and

services that are functionally equivalent and comply with the Specifications; or

c) modify such Deliverables and/or Services so that they become non-infringing

provided, that

(i) such Deliverables and/or Services as modified complies with scope of

Services under the Agreement and

(ii) the Service Provider shall fully indemnify BIAL for any costs associated with

any such action.

If the Service Provider is unable to fulfill its obligations set forth in the preceding

sentence despite its best efforts, BIAL shall have the right, at the sole cost and

expense of the Service Provider, to procure the right to continue the use of such

infringing Deliverables and/or Services.

9.3 The Service Provider shall indemnify and hold the Indemnities harmless from and

against any and all Liabilities arising or brought against or incurred by any

Indemnities for (a) any injury to persons (including physical or mental injury, libel,

slander and death) to the extent caused by the Service Provider's negligent acts or

omissions or negligence of its respective officers, employees, representatives,

personnel or agents ("Indemnifiers") (b) loss or damage to property, to the extent

caused by the Indemnifiers' negligent acts or omissions (c) violations of Applicable

Laws, Applicable Permits, codes, ordinances or regulations by the Service Provider's

failure to meet the Standard of Care, (d) any claims to the extent arising out of or

in connection with the Service Provider's obligations in accordance with and

pursuant to Clause 11 (Confidentiality) and infringement of Intellectual Property

(e) breach of the terms and conditions of this Agreement (f) any other Liability or

loss that shall have resulted from any negligent or willful act, omission,

commission, deficiency in services or default of the Indemnifiers.

9.4.1 This Section shall survive the expiry or termination of this Agreement.


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10. OWNERSHIP

10.1 The tender/RFP documents, contracts, the specifications, the electronic data,

other documents, all reports-interim or final, electronic data, specifications,

drawings, text, graphics, related other functions and features, in all forms and

formats, together with any modifications, enhancements, revisions, derivative

works or substitutions that may be made by or on behalf of the Service Provider

from time to time, all copies of the foregoing and all intellectual property rights in

and relating to all of the foregoing and all and any other documents, Deliverables

under this Agreement prepared by the Service Provider under this Agreement are

the Deliverables for use solely by BIAL.

10.2 In consideration of the Professional Fee, the Service Provider hereby assigns,

transfers and conveys to BIAL (or undertakes to procure such assignment to BIAL)

free of cost an exclusive, perpetual, royalty free, unrestricted and irrevocable

license in the Service Provider's materials and / or the Deliverables which have

been developed by the Service Provider for the Services or are hereafter prepared

by or on behalf of the Service Provider in the course of or for the purposes of

performing its obligations under this Agreement.

10.3 Service Provider shall grant to BIAL free of cost an irrevocable, perpetual, royalty

free, worldwide exclusive license to use the intellectual property in the

Deliverables for any purpose whatsoever. Such license shall carry the right to grant

sub-licenses and shall be freely assignable to any person.

10.4 The Service Provider shall execute any and all further documents and take any and

all other actions requested by BIAL in order to perfect any assignment, transfer or

license of any such common law, statutory and other reserved rights, including the

intellectual property rights, as required by this Clause 10.

10.5 BIAL shall retain all common law, statutory and other reserved rights, including the

intellectual property rights in all drawings, plans, designs, programmes, diagrams,

specifications, technical data, software, models, reports, calculations, documents

or other items or materials created by or on behalf of BIAL and that are provided

by or behalf of BIAL to Service Provider for the performance of the Services.

10.6 If use of any part of the Deliverables is limited or prohibited, the Service Provider

shall procure the necessary licenses to use.

11. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

11.1 The Service Provider acknowledges that, BIAL is the owner of the Confidential

Information, whether in writing or oral or otherwise. The Service Provider shall

treat this Confidential Information (as hereinafter defined) as strictly confidential,

and shall not use the same either for its own purpose or for that of third parties,

and shall only use it on BIAL's instructions for rendering the Services. For the

purposes of this Agreement, "Confidential Information" or 'Information' shall mean


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and include, information, manuals, data, drawings, books, records, agreements

entered into by BIAL with third parties, photographs and documents, whether in

hard copy or electronic form.

11.2 Confidentiality

The Service Provider acknowledges that, any and all Confidential Information,

including any commercial and technical information and data provided by BIAL to

the Service Provider, shall be considered to be confidential, and the Service

Provider receiving such Confidential Information, shall not, at any time, directly or

indirectly disclose such Information to any person or firm, or use the same, in any

manner, other than in connection with rendering the scope of Services

contemplated under this Agreement, without the prior consent of BIAL. The Service

Provider shall not, unless otherwise agreed (which agreement may be on such

general or specific terms as the Parties may determine), disclose to any third party

any Confidential Information, which is the property of BIAL persuant to this

Agreement or which, otherwise, relates to its business, secrets, dealings,

transactions or affairs or which, relates in any way, to BIAL unless, and to the

extent that, such disclosure:

11.2.1 is reasonably required for the exercise or performance by either Party of its

rights or obligations under this Agreement; or

11.2.2 is required pursuant to any relevant statutory or regulatory requirements or

duties or any requirement of the Applicable Law.

11.2.3 is related to Information, which is already in the public domain, other than

as a result of breach of this Clause, by the Party seeking to make such

disclosure;

Provided that, in the case of any disclosure in accordance with Clauses 11.2.1 or

11.2.2, the Service Provider disclosing such Information shall, so far as reasonably

practicable, impose on the third party receiving such Information such obligations,

as may be appropriate to maintain its confidentiality.

11.3 Notwithstanding what is stated above or anywhere else in this Agreement, the

Service Provider agrees herein that, BIAL may share the contents of this Agreement

and provide the Deliverables developed by the Service Provider to any third party.

11.4 The obligations under this Clause shall survive the termination of this Agreement.

12. SUSPENSION & TERMINATION

12.1 Suspension

BIAL may by written notice to the Service Provider suspend at any time the

performance of all or any portion of the Services to be performed under this

Agreement. The Service Provider shall cease work on such Services (or part thereof

as specified in the notice) on the date stated in the notice, but shall continue to


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perform any unsuspended part of the Services. Upon receipt of notice to resume

suspended Services, the Service Provider shall resume performance under this

Agreement to the extent required in the notice. Suspension by Service Provider for

nonpayment shall only be after 45 days written notice.

12.2 Termination for Default by the Service Provider

BIAL shall be entitled to terminate this Agreement if:

12.2.1 the Service Provider, without reasonable cause, fails to perform the

Services or fails to perform the Services within the time schedule

stipulated herein, except to the extent caused by third parties or events

outside of Service Provider's reasonable control, and does not remedy

within thirty (30) days' written notice to the Service Provider; or

12.2.2 the Service Provider subcontracts the whole of the Services or assigns this

Agreement or its obligations under this Agreement, without the required

agreement / consent of BIAL; or

12.2.3 the Service Provider fails to commence the Services or make progress so

as to fail to meet the time schedule agreed to under this Agreement, or

abandons the Services or plainly demonstrates an intention not to

continue performance under this Agreement; or

12.2.4 the Service Provider is ordered to be wound up by a court; the Service

Provider files a petition for voluntary winding up; or levy of an execution

or restraint on the Service Provider's assets; or appointment of a

provisional liquidator, administrator, trustee or receiver of the whole or

substantially whole of the undertaking of the Service Provider by a court

of competent jurisdiction; or

12.2.5 the Service Provider is in breach of its obligations under this Agreement,

which breach has a material adverse effect on BIAL and, if capable of

remedy, is not remedied by the Service Provider within thirty (30) days

from the date of notice calling upon the Service Provider to rectify the

breach.

12.3 In any of these events or circumstances, BIAL may, upon giving thirty (30) days'

written notice to the Service Provider, terminate this Agreement and in the case of

the events set forth in Clause 13.2.4, forthwith.

12.4 Termination for Convenience

BIAL may terminate or suspend this Agreement for the convenience of BIAL, upon

not less than fifteen (15) days' prior written notice to the Service Provider.

12.5 Consequences of Termination

The Service Provider shall, upon termination of this Agreement:


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12.5.1 immediately discontinue the performance of the Services on the date and

to the extent specified in the notice;

12.5.2 promptly obtain cancellation upon terms satisfactory to BIAL of all

subcontracts or any other agreements existing for the performance of the

terminated Services, or assign those agreements as directed by BIAL;

12.5.3 upon payment of amounts due and liable to be paid, by BIAL to the

Service Provider for Services and/or Deliverables accepted by BIAL, hand

over to BIAL all Deliverables, Confidential Information, documents,

designs, etc., prepared by the Service Provider under this Agreement,

whether complete or in progress;

12.5.4 hand over all documents, information, materials, items and facilities

provided by BIAL for or in connection with the performance of the

Services; and

12.5.5 Comply with other reasonable requests from BIAL regarding the

terminated Services.

12.5.6 BIAL may at its option call upon any securities and guarantees provided

to BIAL pursuant to this Agreement, for any such amount.

12.7 BIAL shall upon termination of this Agreement, pay the Service Provider for any

completed and accepted Services that remain unpaid as of the date of termination,

after deducting any unadjusted advance, previously paid to the Service Provider,

provided further that in the event of termination by BIAL for default pursuant to

Clause 13.2 above, BIAL shall make the aforesaid payments after deducting any

cost or damage incurred or suffered by BIAL as a result of such default or to

recover the same from the Service Provider as a debt in accordance with this

Agreement.

12.8 The rights of BIAL to terminate this Agreement as aforesaid is without prejudice to

its other rights, powers and remedies available at law or under contract.

Termination of this Agreement shall not prejudice or affect the accrued rights,

claims and liabilities of the Parties.

12.9 If the Service is suspended, the Professional Fee shall be equitably adjusted to

provide for reasonable fees, costs and expenses incurred in the interruption and

resumption of the Services, when the Service is resumed.

12.10 Neither party shall be liable to the other for any loss of profit, goodwill or any other

consequential, special or indirect loss or damage in connection with any termination

or suspension or any breach of this Agreement.

13. DISPUTE RESOLUTION / ARBITRATION

Disputes


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Any controversy, claim, cause of action, demand or other dispute arising out of or

relating to this Agreement (collectively the "Dispute") shall be resolved as follows:

13.1 Attempt to Resolve

BIAL and the Service Provider will seek to amicably resolve all Disputes arising

between them. If BIAL and the Service Provider cannot resolve the Dispute within

thirty (30) days of service of notice in writing, by one Party to the other Party to

meet to resolve the Dispute or such a period as BIAL and the Service Provider may

subsequently agree, then it shall be submitted to their respective designated

representatives under this Agreement.

13.2 Reference to Arbitrator

Any Dispute, which the Parties are unable to resolve pursuant to Clause 13.1

within thirty (30) days (or such longer period as the Parties may agree) of the

written notification by one Party to the other of the existence of a Dispute, shall

be finally determined by arbitration in accordance with the Indian Arbitration and

Conciliation Act 1996 by three (3) arbitrators appointed in the manner stipulated

below:

13.2.1 Selection of Arbitrators

Arbitration will be held before three arbitrators. BIAL and the Service

Provider will each appoint one (1) arbitrator with the third arbitrator to be

chosen by mutual agreement of the two (2) arbitrators previously chosen.

The seat of arbitration shall be Bangalore and all arbitration proceedings

will take place in Bangalore and shall be conducted in English. The decision

of the tribunal is final and binding upon the Parties (and enforceable against

them). All the arbitrators must be experienced in resolving large-scale

construction-related disputes. No arbitrator shall be the present or former

employee or agent of, or Service Provider or counsel to either Party or in

any way, related or closely connected with the Parties.

13.2.2 Attorneys' Fees

Each Party shall pay the expenses of the arbitration and the eventual

liability for the costs shall be in terms of the arbitral award.

13.2.3 Finality of Award

The award rendered by the arbitrators shall be final, and judgment may be

entered upon it in accordance with the Applicable Law in any Court having

jurisdiction thereof. This Agreement to arbitrate and any agreement to

arbitrate with an additional person or entity duly consented to by the

Parties to this Agreement, shall be specifically enforceable under the

prevailing arbitration law. This Agreement to arbitrate extends to all

subsequent contracts between the Parties arising out of or related in any

way to the Agreement/Services.

14. INSURANCE & LIABILITY


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The Service Provider shall maintain Professional Liability insurance covering the

performance of Services under this Agreement for an amount equivalent to at the

sum of Professional Fee for all stages/phases. The Service Provider shall provide to

BIAL, insurance certificate(s) showing compliance with these requirements, and

providing that, the required coverage and limits shall not be cancelled without

thirty (30) days’ prior written notice to BIAL.

15. CORRECTION OF ERRORS AND OMISSIONS

If any errors or omissions occur in the Deliverables by the Service Provider, the

Service Provider shall, as a part of the Services, perform or re-perform the Services

required to investigate, correct, document and process remedies of such errors and

omissions, without any additional cost to BIAL, within a reasonable amount of time

specified by BIAL and to the fullest satisfaction of BIAL.

16. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party represents and warrants to the other that as of the Effective Date and

for duration of the term of this Agreement, the following representations and

warranties shall remain true, complete and valid:

16.1 it is a company duly incorporated and validly existing under (i) the

Applicable Laws of India, in the case of BIAL; and (ii) the Applicable Laws of

India, in the case of the Service Provider;

16.2 it has the necessary, power and authority and has taken all actions

necessary to validate, execute and deliver this Agreement and perform its

obligations hereunder;

16.3 its obligations under this Agreement will be legally valid and binding and

enforceable against it;

16.4 the execution, delivery and performance of this Agreement will not conflict

with, result in the breach of, or constitute a default under, or accelerate

any performance required under the terms of agreement, understanding,

covenant, or any decree or order to which it is a party or by which it or any

of its properties or assets is bound or affected and does not result in a

violation of any Applicable Law.

17. MISCELLANEOUS PROVISIONS

17.1 Submission of invoices and Deliverables

All invoices for payment and the Deliverables shall be addressed to and marked as

detailed under:

Bangalore International

Airport Limited


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Kempegowda International

Airport, Devanahalli,

Bangalore 560 300

Kind Attn: Sr. VP – Project Development

Reference: <Insert Package Name>

Submission of all such invoices and Deliverables shall be treated as valid only if it is

submitted in accordance with the procedure mentioned above and subject to

verification and acceptance by BIAL.

17.2 Assignment and Delegation

Neither this Agreement nor any duties or obligations under this Agreement may be

assigned or delegated by the Service Provider a party without the prior written

consent of the other party.

17.3 Governing Law

This Agreement shall be construed, and the legal relations between the Parties

hereto shall be determined, in accordance with the laws in India and shall be

subject to the exclusive jurisdiction of the Courts at Bangalore.

17.4 Counterparts

This Agreement shall be executed in two (2) counterparts, each of which shall be

deemed as original; but, all of this together shall constitute one (1) and the same

instrument.

17.5 Entire Agreement

This Agreement supersedes any and all agreements, either oral or in writing,

between the Parties hereto with respect to the rendering of Services by the Service

Provider to BIAL, and contains all of the covenants and agreements between the

Parties with respect to the rendering of such services in any manner whatsoever.

Each Party to this Agreement acknowledges that no representations, inducements,

promises or agreements, orally or otherwise, have been made by any party, or

anyone acting on behalf of any party, which is not embodied herein, and that no

other agreement, statement or promise not contained in this Agreement shall be

valid or binding.

17.6 Partial Invalidity

If any provision of this Agreement is held by a court of competent jurisdiction to be

invalid, void or unenforceable, the remaining provisions shall nevertheless continue

in full force, without being impaired or invalidated in any way.


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17.7 Amendment

Any amendment to this Agreement shall become valid only if it is in writing and

signed by both the Parties.

17.8 Notices

Any notices to be given hereunder by either Party to the other may be effected

either by personal delivery or by mail, registered or certified, postage prepaid with

return receipt requested, to the representative of the respective Part and at the

address as specified below. Each party may change that address by written notice

in accordance with this paragraph. Notices delivered personally shall be deemed

communicated as of the date of actual receipt; mailed notices shall be deemed

communicated as of three (3) days after the date of mailing.

If to BIAL:

BANGALORE INTERNATIONAL AIRPORT LIMITED

Alpha-2, Kempegowda International Airport

Devanahalli, Bangalore 560 300

Attention: ………………….

If to Service Provider:

…………………….

…………………….

…………………….

17.9 Force Majeure

Neither of the Parties shall be held responsible for any delay or failure in

performance hereunder caused by fire, strikes of third party's personnel,

embargoes, requirements imposed by the Governmental, civil and military

authorities, acts of God or by public enemy or other similar causes beyond such

Party's reasonable control without fault or negligence and materially and adversely

affecting the performance of either Party.

17.10 Survival of Clauses

All terms, conditions and provisions of this Agreement, which by their nature are

independent of the period of performance, shall survive the cancellation,

termination, expiration, default or abandonment of this Agreement.

17.11 Any failure or delay by a Party in insisting upon the strict performance of any terms

or conditions of this Agreement, or exercise any rights or remedies provided herein

or by law, or to invoke any security or guarantee hereunder or notify a breach, or


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the acceptance of any payment hereunder, shall not construed as a waiver of any

right or remedy of such Party hereunder.

17.12 The Service Provider shall not be liable for any discrepancies in the Service

Provider's documents after submission of the same in electronic form or

transmitted over the internet or extranet and if such discrepancy is on account of

the electronic form or the transmittal process itself.

IN WITNESSES WHEREOF, the Parties have signed this Agreement on the date, month and

year first above written in the presence of the following witnesses:

BANGALORE INTERNATIONAL AIRPORT LIMITED

By

Name: Bodapati Bhaskar

Designation: Senior Director –

Finance and Support Services

In the presence of:

Witness:

Name:

Address:

By

Name: To be inserted at the time of

Agreement.

Designation:

In the presence of:

Witness:

Name:

Address:


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SCHEDULE A - SCOPE OF SERVICES AND DELIVERABLES

As stated in the Annexure A of this RFP

(To be inserted at the time of entering in to the Agreement)


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SCHEDULE B - TIME SCHEDULE



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SCHEDULE C - PROFESSIONAL FEE AND PAYMENT TERMS



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SCHEDULE D - DEPLOYMENT SCHEDULE

Resource Deployment Schedule for this project is as provided below:

(To be provided by the Vendor)


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SCHEDULE E

Format for Performance Bank Guarantee

To

Bangalore International Airport

Limited Administration Block

Kempegowda International Airport,

Devanahalli Bangalore 560 300

Dear Sirs,

Performance Guarantee No:

Amount of Guarantee:

Valid From:

Valid Till:

Claim Period:

Whereas,, having its Registered Office at, (the 'Service Provider'), has agreed to execute

certain works and perform certain services as required by Bangalore International Airport

Limited ('BIAL'), as detailed in the Agreement dated……………..entered into between BIAL

and the Service Provider (the 'Agreement').

As per the terms of the Agreement, the Service Provider has to provide BIAL performance

security for due performance of its obligations under the Agreement. In consideration for

BIAL entering into the Agreement and at the request of the Service Provider, we, [Insert

Bank's name], hereby establish this performance guarantee and unconditionally undertake

to pay to BIAL in India on demand (given in the manner described below) the amount

claimed by BIAL up to a maximum aggregate amount of Rupees Only (INR /-); and

whereas, as per the terms of the Agreement, the Service Provider is required to furnish in

favour of BIAL an irrevocable and unconditional guarantee from a scheduled commercial

bank in India for proper performance of its obligations under the Agreement, which

amounts to Rupees

_____________________________ Only (INR __________ /-) (hereinafter referred to as the

"Guarantee (d) Amount") as performance security. The Service Provider shall keep the

PBG in force for the entire Term of Service Agreement dated as mentioned in the said

Service Agreement.

We, [Insert Bank's name], [Insert Bank Address] (hereinafter referred to as the 'Bank /

Guarantor' which term shall mean and include, unless to repugnant to the context or

meaning thereof, its successors-in-interest and permitted assigns) do hereby

unconditionally undertake to pay BIAL, without any reservation or protest, immediately

upon first written demand, on or before, an amount or amounts (by way of one or more

claims) aggregating to and not exceeding the Guarantee Amount against any loss or


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damage caused to or suffered or would be caused or suffered by BIAL by reason of non-

fulfillment of any of the Service Provider's obligations to BIAL.

We also guarantee to pay amount of claims as determined by BIAL against the Service

Provider, in the event of such claims remaining unpaid for any reason whatsoever,

subject, however, that our liability under this Guarantee shall be restricted to an amount

not exceeding the Guarantee Amount and written demand / claim, if any, should be made

at our counters on or before.

We hereby guarantee, indemnify and undertake to pay the Guaranteed Amount or amounts

due and determined by BIAL on the first demand without demur and notwithstanding any

dispute by the Service Provider.

BIAL shall have the fullest liberty, without affecting in any way the liability of the Bank

under this Guarantee, during its currency, from time to time to vary any of the terms and

conditions of the Agreement or to extend time of performance by the Service Provider or

to postpone for any time and from time to time any of powers exercisable by it against the

Service Provider and either to enforce or forbear from enforcing any of terms and

conditions governing the said permission for rendering service or securities available to

BIAL and the Bank shall not be released from its liability under these presents by any

exercise by BIAL of any liberty with reference to the matters aforesaid by reason of time

being given to the Service Provider, any other forbearance, act or omission on the part of

BIAL or any indulgence by BIAL to the Service Provider or any other matter or thing

whatsoever, which under the law relating to sureties would, but for this provision, have

effect of so releasing the Bank from such liability.

It shall not be necessary for BIAL to proceed against the Service Provider before

proceeding against the Bank and the Guarantee herein contained shall be enforceable

against the Bank, notwithstanding any security, which BIAL may have obtained from the

Service Provider at the time when proceedings are taken against the Bank hereunder and

are outstanding or unrealized.

We, the Bank, lastly undertake not to revoke this Guarantee during its currency, except

with the previous written consent of BIAL, and agree that, any change in the constitution

of the Service Provider or the Bank shall not discharge our liability hereunder. If any

further extension of this Guarantee is required the same may be extended to such

required periods, at our sole discretion, on receiving instructions from the Service

Provider, on whose behalf this Guarantee is issued.

All disputes in the matter will be settled in the Court of competent jurisdiction of

Bangalore, India.

Notwithstanding anything contained herein:

a) Our liability under this Guarantee is limited to a maximum of

Rupees_____________ (the Guarantee Amount).


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b) The Guarantee is valid and will be in force up to and we are liable to pay any part

of the Guarantee Amount if and only if the claim is lodged latest by [Please insert

a date till which is 3 months after the expiry of the Service Agreement

dated. ...........]

c) We will be discharged from all our liabilities under this Guarantee, unless any

written claim under Guarantee is lodged by [Please insert claim expiry date]

Our liability pursuant to this Guarantee is conditional upon the receipt of a valid and duly

executed written claim, in original, by [Insert Bank's name & Address, claim to be lodged

at Bangalore branch], delivered by hand, courier or registered post, prior to close of

banking business hours on, failing which all rights under this guarantee shall be forfeited

and [Insert Bank's name] shall stand absolutely and unequivocally discharged of all of its

obligations hereunder. This Guarantee shall be governed by and construed in accordance

with the laws of India and competent Courts in the city of Bangalore shall have exclusive

jurisdiction.

All claims under this guarantee will be made payable at [Insert Bank's name & Address].

for and on behalf of (the Bank) Signature

Name & Designation

Authorization No. __________________

Name & Place _____________________

Bank Seal/Stamp ________________________

The above Guarantee is accepted by the

Dated at ______________ on ____________

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