KERWA COAL LIMITED (A Joint Venture Company of CMDC & MPSMC)

Transcription

1 KERWA COAL LIMITED (A Joint Venture Company of CMDC & MPSMC) Tel No Fax No Address- Sonakhan Bhawan Ring Road No.1, Purena, Raipur, (C.G.) BID DOCUMENT FOR "SELECTION OF TRANSACTION ADVISOR" FOR SELECTION OF MINE DEVELOPER-CUM-OPERATOR (MDO) FOR KERWA COAL BLOCK OF KERWA COAL LIMITED (A JOINT VENTURE OF CMDC AND MPSMC) Cost of Tender Document : Rs. 25,000 (Rupees Twenty Five Thousand Only) (Non Refundable) Per Tender Form Note :- Bidder has to attach Demand draft/bankers cheque of Rs. 25,000/- in favour of Kerwa Coal Limited payable at any Nationalized/Scheduled Bank at Raipur. (Non refundable) towards the cost of tender document if it is downloaded from the website.

2 INDEX S. No Description Page Nos 1 Tender Notice 1 2 Disclaimer Brief Description of Kerwa Coal Limited (KCL) 4 4 Objective & scope of work Pre Qualifying Criteria (Technical & Financial) and Evaluation Criteria Roles and Responsibilities of KCL and Transaction Advisor Bid Terms and Conditions Manner of Preparation and Submission of Bid Documents Other General Conditions Payment Terms Bid Schedule Other Terms & Conditions Full Information About the Bidder (Annexure -A) Details of Work Done as Per Pre Qualification Requirements in 30 Providing End to End Services For Various Central Government/State Government PSUS (Annexure-B) 15 Proforma of Letter of Undertaking (Annexure -C) Proforma Bank Guarantee for Performance Guarantee (Annexure -D) Details of Key Personnel and Their Qualifications Required in the Team 34 of Transaction Advisor (To be placed for this assignment) (Annexure- E) 18 Qualification and the Experience of the Key Personnel Proposed to be 35 Deployed for the Task. Curriculum Vitae of Each Personnel Should be Attached as Described in Annexure-G (Annexure-F) 19 Format for Curriculum Vitae for Team Leader of Transaction Advisors 36 Team (Annexure G1) 20 Format for Curriculum Vitae for Coal Expert of Transaction Advisors 37 Team (Annexure G2) 21 Format for Curriculum Vitae for Geologist of Transaction Advisors 38 Team (G3) 22 Format for Curriculum Vitae for Financial Expert of Transaction 39 Advisors Team (G4) 23 Format for Curriculum Vitae for Legal Expert of Transaction Advisors 40 Team (G5) 24 Format for Price Bid 41 Price Schedule 25 Allotment Order of the Kerwa Coal Block Appendix-1

3 TENDER NOTICE Sealed Tenders are invited by Kerwa Coal Ltd. (KCL) in two stages bid system for appointment of "TRANSACTION ADVISOR" for selection of Mine Developer Cum Operator (MDO) for its Kerwa Coal Block situated in District Korba, Chhattisgarh, India. The detailed Notice Inviting Tender (NIT) and Bid document may be purchased from the office of KCL from to by paying Rs 25,000/- by DD in favour of Kerwa Coal Limited payable at Raipur. Tender notice can be viewed in CMDC's website from For clarification of the issues related to the tender pre bid conference will be held in KCL H.O. on The address of venue for pre bid will be as under Sonakhan Bhawan Ring Road No.1, Village- Puraina Post- Ravigram, Raipur (Chhattisgarh) Pin code For further clarifications Director, KCL, Raipur may be contacted at , Fax: Last date for submission of Tender : upto 3.00 PM. Notice Inviting Tender is in brief. For further details, the Bidder shall refer Bid Document. Managing Director For and on behalf of KCL 1

4 DISCLAIMER 1. This document is not an agreement or an offer by Kerwa Coal Limited (KCL) to Bidders or any third party. The purpose of this document is to provide interested parties with information to facilitate the formulation of their Proposal for Qualification and Price Bid. 2. This document does not purport to contain all the information each Bidder may require. The Document may not be appropriate for all persons, and it is not possible for KCL to consider the needs of each party who uses or reads this Document. The concerned parties should conduct their own investigations and analysis and should verify the accuracy, reliability and completeness of the information in this document and obtain independent advice from appropriate sources. 3. Neither KCL nor its employees or its consultants make any representation or warranty as to the accuracy, reliability or completeness of the information in this document. 4. Neither KCL nor its employees or consultants shall have any liability to any Bidder or any other person under the law of contract, tort, the principles of restitution or unjust enrichment or otherwise for any loss, expense or damage which may arise from or be incurred or suffered in connection with this Document, or any matter deemed to form part of this document, the award of the work, or the information and any other information supplied by or on behalf of KCL or its employees, any consultants or otherwise arising in any way from the selection process. 5. The bidder should confirm that the document is complete in all respects. In the event that the Document or any party thereof is mutilated or missing, the Bidder must notify KCL immediately at the following address: Managing Director Kerwa Coal Limited Sonakhan Bhawan, Ring Road No. 1, Vill- Puraina, P.O. Ravigram RAIPUR (CG) Fax: , Phone The Document and the information contained herein are strictly confidential and privileged and are for the exclusive use of the party to whom it is issued. This Document must not be copied or distributed by the recipient to third parties (other than, to the extent required by the applicable law or in confidence to the recipient s professional advisors, provided that such advisors are bound by confidentiality restrictions at least as strict as those contained in this document). In the event that after the issue of the document the recipient does not continue with its involvement in the bidding process for any reason whatsoever, this document and the information contained herein must be kept confidential by such party and its professional advisors at all times. 7. KCL reserves the right to change, modify, add, alter the Document or cancel the bidding process without assigning any reasons thereof, at any stage during the bidding process. All parties to whom this Document has been issued shall be informed any such change. The Bidders or any third party shall not object to such changes/ modifications/ additions/ alterations explicitly or implicitly. Any such object by the bidder shall make the Bidder s proposal liable for rejection by KCL. Further objection by any third party shall be construed as infringement on confidentiality and privileged rights of KCL with respect to this Document. 2

5 8. The Bidder shall not make any public announcements with respect to this Bidding process or this document. Any public announcements to be made with respect to this bidding process or his Document shall be made exclusively by KCL. Any breach by the bidder of this clause shall be deemed to be non-compliance with the terms and conditions of this document and shall render the proposal of qualification liable for rejection. KCL s decision in this regard shall be final and binding upon the bidder. 9. It is clarified that provisions of clauses 6, 7 and 8 shall not apply to information relating to this document already available in the public domain prior to the issue of this document. 10. The bidder shall bear all costs associated with the preparation and submission of the Technical and Financial Proposals. KCL and their consultants shall not, under any circumstances, be responsible or liable for any such costs. 3

6 CHAPTER-1 BRIEF DESCRIPTION OF KERWA COAL LIMITED BRIEF DESCRIPTION OF KCL & DESCRIPTION OF COAL BLOCK 1. Government of India, Ministry of Coal vide its letter no /26/2004-CA-I(Pt) (Vol.I), Shastri Bhawan Dated has allocated Kerwa Coal Block jointly to Chhattisgarh Mineral Development Corporation Ltd. (CMDC) and The Madhya Pradesh State Mining Corporation Ltd. (MPSMC), under the Rule-4 of the Auction by Competitive Bidding of Coal Mines Rules, Pursuant to above referred allotment letter, CMDC and MPSMC have formed a Joint Venture Company (JVC) in the name and style of Kerwa Coal Limited on The holding of CMDC and MPSMC in the JVC is 51 and 49% respectively PRESENT STATUS OF THE KERWA COAL BLOCK The salient features of the Coal Block and the ratio of distribution of coal to be produced from this block are as under: - S.No. Particulars Details Remarks 1. Name of Coal Block Kerwa Coal Block 2. Location Distt.- Korba in the Korba Coal Fields. Bounding Co-ordinates are as under: X Y 82 51'48.6"E 22 21'55.0"N 82 51'47.1"E 22 23'24.1"N 82 54'3.5"E 22 23'31.9"N 82 54'2.4"E 22 21'53.8"N 3. Area of the Coal Block Sq. Km. 4. Status of Exploration RE 5. No. of Coal Seams 17, out of which 7 coal seams belongs to Raniganj and 10 coal seams belongs to Barakar formation 6. Coal Reserves MT 7. Share of Coal Reserves (in Million Tonnes) CMDC % MPSMC %

7 OBJECTIVE CHAPTER-2 (OBJECTIVE & SCOPE OF WORK) Selection of Transaction Advisor for selection of Mine Developer cum Operator (MDO) for Kerwa Coal Block. SCOPE OF WORK The role of the selected Bidder is to act as Sole Transaction Advisor to undertake Bid Process Management for selecting the Mine Developer cum Operator (MDO). Detailed scope of work is given below: 1. Transaction Advisor shall evaluate the details of various models which are feasible for development of mine through MDO route and will make a detailed presentation before KCL management. 2. Transaction Advisor shall facilitate the selection of most appropriate method for development of Mine by MDO in accordance with Milestone chart of Ministry of Coal for the Kerwa Coal Block. 3. Transaction Advisor shall undertake the responsibility for preparation of draft Bid document (TENDER DOCUMENT) covering the Objective; Scope of Services of the Bidders; Bidding Process evaluation/award schedule, Qualifying requirements, Instruction to Bidders for submitting the technical, commercial and Financial Proposal; Description of the Technical, Commercial & Financial Evaluation criteria; Formats for submission of Bid proposal by the Bidder; Design Formats of proposed contract to be signed by the selected MDO and other Documents required for Bid process management (including any revision as per requirement) till signing of contract with the successful Bidder. Identifying Key Performance Areas (KPAs) for monitoring and evaluate the performance of the MDO including the methodology for monitoring KPAs. 4. Transaction Advisor shall facilitate KCL Management in finalizing the most efficient approach and also the capability assessment methodology to be adopted for selection of the MDO and structure of Bid process. 5. Transaction Advisor (TA) shall under take Submission of Draft Bid Document covering two stages technical and financial evaluation process for study & approval by KCL. On approval of the Draft Bid Document, Transaction Advisor will assist in issue of the Notice Inviting Tender for selection of MDO through press notification in news papers and in company website by CMDC. TA will depute his representatives for surfing and down loading the Status of Tenderer in CMDC premises. 6. Transaction Advisor shall identify and scan the profile of all the potential Bidders, assist. KCL in conducting pre-bid conference at KCL, Head Office, Raipur or at any other place of India (at the discretion of KCL) and clarifying the queries received/ raised by potential Bidders and modifying the Bid document in consultation with KCL, if required. 5

8 7. Transaction Advisor shall evaluate Techno-commercial Bids, shortlist qualified Bidders and also arrange presentation of Techno-commercial comparative statements and their appraisals to KCL and after receipt of written approval of KCL. Transaction Advisor will take responsibility to conduct the Price Bids opening in the presence of the intending Bidders/ authorized representative at KCL, Head Office, Raipur. 8. Transaction Advisor will assist KCL for negotiation on Price with the successful Bidders, if required. 9. After short listing the successful Bidder, Transaction Advisor shall give recommendations to KCL for the finalization and selection of suitable MDO in line with the above stated objective. 10. Transaction Advisor shall make draft structure of Contract agreement for approval by KCL. After receipt of the written approval of the KCL, Transaction Advisor will assist KCL during signing of contract with selected Bidder. 11. The Transaction Advisor shall advise & assist KCL for obtaining the approvals from competent authorities on terms and condition for engagement of MDO for development of Kerwa Coal Block. (If required) 12. The above scope of work is inclusive & not exhaustive and may vary depending on the progress of the work/scheme of negotiation/discussion with the Bidders who have participated in the MDO Selection Tenders. 6

9 CHAPTER-3 PRE QUALIFYING CRITERIA (Technical & Financial) and EVALUATION CRITERIA 3.1 The Bidder should meet the following PRE QUALIFYING CRITERIA (PQC): (A) Technical a. The Bidder should be a Company/Limited Liability Partnership (LLP)/ Partnership Firm duly incorporated under relevant Act. b. The bidder should have an experience of providing consultancy/ advisory services in India for at least 10 years. c. The Bidder should have successfully completed the bid process for selection of a reputed Mine Development-cum Operator (MDO) for at least 01 (one) coal mine for Central/State Government PSU in India. Note:- Bidder must provide documentary evidence from the client i.e. copy of Work Order/Agreement copy and completion certificate from the client or proof of final payment from the client etc., for each of above mentioned assignment. The experience shall not be considered for evaluation if such requisite support documents are not provided with the proposal, as required in the prequalification criteria in the bid documents. B. Financial a The Annual turnover of the Bidder should be a minimum of Rs. 50 Crore ( Fifty Crore) in any of the last 03 (three) audited financial years. b. The bidder should not have a negative net worth in any of the last 03 (three) audited financial years (C) The Bidders should have compulsory following Technical and Financial personal in their Proposed team for the engagement: Sl. No. Category of professional 01 Team Leader 02 Coal PPP Expert Min. no. of Professionals Qualification 1 post graduate qualification from recognized institutions preferably in engineering discipline/mba (Finance) or equivalent qualification 1 B.Tech Mining/ Mining Engineer from recognized Institutes Experience At least 10 years of experience in the Power/Coal sector in the area of PPP advisory, involving Bid Process Management, Bid Evaluation and design of PPP Frameworks in Power or Coal Sector; should have experience in the subject of developer/ operators for power project or in selection of MDOs for Coal block; should necessarily have been involved in the selection of atleast one MDO. Should have experience of atleast 10 years in the Coal sector, and should have been part of the team in advising the eligible assignments in the Coal sector in the areas of MDO selection and should have been involved in at least one assignments for selection of MDOs. 7

10 03 Geologist 1 M.Sc/M.Tech. (Geology) from a recognized university 04 Financial Experts 1 Chartered or Cost Accountant/MBA (Finance) from recognized institutions 05 Legal Expert (can be an independent expert, forming a part of the proposed engagement team) 1 LLB from recognized University Should have experience of more 10 years in the Power/Coal sector, and should have been part of the team in advising the eligible assignments in the Coal/Power sector under a PPP framework and under competitive bidding. Should have at least 10 years experience in the Power/Coal sector and in advising companies in financial analysis/ modeling and bid evaluation. Should have at least 10 years of experience as a Lawyer in District/High Court. Note : The bidder is expected to have the eligible resources as detailed above in table C, on its full time roll, or as associate except for Team Leader who must be on the rolls of bidder. 3.2 Eligible Bidders: The bids will be evaluated on the basis of documents submitted by the bidder and those bidders who fulfills the above criteria will be called as a eligible bidders. and part 2 of the bid i.e. price bid of only eligible bidders will be opened. The date for opening of price Bid will be intimated to the eligible bidders only. 3.3 Successful Bidders: The Bid will be decided on the basis of the lowest rate / fee quoted by the eligible bidders. Therefore the eligible bidder who have quoted the minimum rate/fee will be called as a successful bidder. 8

11 CHAPTER-4 (ROLE AND RESPONSIBILITIES OF KCL AND TRANSACTION ADVISOR) 4.1 OBLIGATION OF KCL: KCL will provide the following: 1. Geological data of the Kerwa Coal block available with KCL. 2. All data/ information pertaining to Coal Block as available with KCL. 3. All other requisite data/information as requested by the firm after site visit and discussion, if available. 4. KCL will publish the press notification of NIT in news papers & It's website and KCL shall bear cost towards advertisement in newspapers. 4.2 OBLIGAITON OF TRANSACTION ADVISOR: (a) (b) (c) (d) (e) (f) (g) (h) (i) Transaction advisor shall submit the complete bar chart for work including time schedule of various activities related to selection of MDO for Kerwa Coal Block. Transaction Advisor has to submit a report on approach for development of Kerwa Coal block by MDO and its capabilities assessment methodology to be adopted for selection of the potential MDO. Transaction Advisor has to prepare the business model of the Kerwa coal block. Transaction Advisor has to prepare final Bid document in consultation with KCL. Transaction Advisor must ensure that the short listing and scanning the profile of all possible reputed firms in India and seeking proposals from the parties in a diligent & transparent manner and provide his recommendation to KCL and KCL decision is final thereof. Based on the offers received for MDO, Transaction Advisor has to submit detailed report and recommendations on Techno-commercial and Price Bid to KCL after evaluation of the offers of participant Bidders. Transaction Advisor has to assist KCL during negotiation with successful Bidder and signing of contract/issue of work order. Transaction Advisor or any of their affiliates will not be hired for any assignment, which by its nature may be in conflict with another assignment of the consultant. The TA has to give a suitable undertaking to that effect. Any other job incidental to or related to the above job. 9

12 (j) (k) Transaction Advisor will be disqualified from participating in the Bidding for selection of MDO either as an individual Bidder or in consortium with other parties. Time schedule for preparation & Submission of Bid documents and Selection of MDO is as given below: S No. Description Time Schedule for Different activities 1 Preparation & Submission of Draft Structure of Bid 15days from the date documents for MDO Selection agreement 2 Comments of the Draft Structure of Bid documents by KCL 15 days from the date of receipt of the draft structure. 3 Submission of Final draft Structure of Bid documents to KCL Board for approval 15 days from the date of receipt of KCL's comments. 4 Press Notification of Bid documents 1 Month from the date of receipt of final Bid document from the consultant. 5 Selection and Appointment of MDO i.e. up to the stage of signing of agreement between KCL and MDO. 3 Months from the date of press notification of Bid. 10

13 5.1. General Terms and Conditions (i) (ii) CHAPTER 5 BID TERMS AND CONDITIONS KCL reserves its right to issue addenda / Corrigenda to the Bid document prior to opening of Bids. Each Bidder shall acknowledge receipt of the same and attach a copy of addendum / corrigendum along with the Bid after signing and stamping on each page. All addenda / corrigenda shall form part of the Bid document. Only authorized representative of the Bidders shall be allowed to attend the Bid opening. (iii) KCL reserves the right to accept or reject any or all the Bids in whole or part, or to reject the Bid with or without assigning any reasons. Such decisions taken by KCL shall bear no liability whatsoever consequent upon such decisions. (iv) (v) (vi) All rates shall be quoted in ink only. Rates shall be indicated in figures as well as in words. In case of any discrepancy between the rates in figures and words, the rates in words will prevail. The Bidders must sign all pages of the Bid document and should also initial all corrections in his document as regards rates, completion period etc. Non compliance shall result in liability for rejection of the Bid. The performance of the Transaction Advisor will be reviewed by the authorities of KCL from time to time and if found un-satisfactory, the contract shall be terminated at any time and BANK GUARANTEE shall be liable to be forfeited. (vii) Bidders shall submit a copy of valid Provident Fund code number duly allotted by any Regional Provident Fund Commissioner. The payment on account of the work executed by the Bidders shall be released only on submission of valid PF code number. (viii) The TA should have clean and highest standards of professional integrity and ethics and such TA found under scanner for any misdeeds or under any investigation for misdeeds will be summarily disqualified. (ix) The bidders shall submit certified copy of income tax returns for the last three financial years, 5.2. LIQUIDATED DAMAGES FOR DELAY IN COMPLETION: (i) (ii) Time is the essence of the contract. It shall be responsibility of the Transaction Advisor (i.e. the successful Bidder to whom the contract is awarded) to complete the work within the stipulated period of completion. In case the successful Bidders fails to complete the work successfully within the period, (for reasons attributable to it), the bidder shall be liable to pay to the KCL, as liquidated damages and not as a penalty, a sum at the rate of 1 % (One percent) of the total contract value of the work (as awarded) for every week or part thereof which shall be elapsed between the scheduled time of completion of work and the actual date of completion of work. The total amount of such liquidated damages for delay to be paid under this condition shall not exceed 10% (Ten percent) of the total contract value, as awarded. (iii) The KCL may, without prejudice to any other method of recovery,deduct the amount of such damages from any money which is due or which may become due to the Transaction Advisor under the contract or from any other contract between the Transaction Advisor and the KCL. The deductions of such damages shall not relieve the Transaction Advisor of its obligation to complete the works and demonstrate the performance or any of its other obligations and liabilities under the contract. 11

14 (iv) (v) (vi) Even, the KCL shall be free to cancel the contract and get the same executed through any other Transaction Advisor or agencies at the risk and cost of the Transaction Advisor (i.e. the successful Bidder to whom the contract is awarded). In the event of such action being taken, the Transaction. Advisor shall be liable to Pay for any Loss that the KCL may sustain but he will not be entitled to any gain made by the KCL on account of such default of the Transaction Advisor. The manner and method of taking such action shall be at the entire discretion of the KCL whose decision in the matter shall be final and binding. This right shall be without breach/prejudice to the other rights of the KCL to recover damages for any other breach of the contract by the Transaction Advisor. TERMINATION: (a) Termination of Contract: if, for any reason whatsoever, KCL is unable or unwilling to proceed with the aforesaid works with the Transaction Advisor without any fault of the Transaction Advisor, then KCL shall be entitled to cancel this contract upon giving to the Transaction Advisor one months prior notice in writing on that behalf. In such an event, KCL shall pay to the Transaction Advisor, payment in terms of the payment terms as at chepter-8 of the tender document due to them up to the date of expiry of the period of notice for the actual quantum of work executed by the Transaction Advisor till such period and any liabilities incurred by the Transaction Advisor for due performance of their obligations under this contract up to the date of expiry of the noticed. Subject to the above, KCL shall be absolved, in the event of cancellation of contract, from liability to pay the balance sum or sum which otherwise become payable by the KCL to the Transaction Advisor under the terms of Contract. (b) (c) The termination of contract shall not prejudice or affect the rights or liabilities of the parties accrued or incurred up to the date of such termination. In case of delays on the part of the Transaction Advisor in the execution of the works in their scope, affecting the project schedule, KCL reserves the right to withdraw that part of the work which is delayed, after giving notice of 30 days in writing to the Transaction Advisor to fulfill that task, failing which they can get the same done by some other agency at the risk and cost of the Transaction Advisor (i.e. the successful bidder to whom the contract is awarded) without prejudice to any other rights and remedies available to KCL under Contract. The above expression risk and cost shall include and cover the direct cost incurred in getting such work done through other agency and does not cover the consequential losses or damages, if any, suffered by KCL. EXTNSION OF THE AGREEMENT/WORK ORDER: Due to any reason if the Bidding Process for selection of MDO for the development of the Project is annulled at any stage due to any reason whatsoever and/or decided to restart the bidding process for the selection of MDO for the development of Kerwa Coal Project, then this Agreement/Work Order may be extended further on mutually agreed terms and conditions. 5.3.: SETTLEMENT OF DISPUTES AND PROVISION ARBITRATION: In the event of any dispute such matter or matters giving rise to dispute shall be resolved as outlined in para s below. (i) In the event of any dispute, controversy of claim between the parties arising out of the breach, termination or invalidity thereof, the parties shall use their best endeavors to resolve the matter amicably. If the parties are unable to resolve the dispute amicably within thirty (30) days of one party notifying in writing of the existence of the dispute, 12

15 (ii) controversy or claim, either party may serve formal written notice on the other that a material dispute has arisen. If the parties are unable to resolve the dispute within seven (7) days of receipt of such notice, the dispute shall be referred to the managing director of KCL for discussion and solution. If the aforesaid officials fail to produce a solution within thirty (30) days of reference to them, matter shall be referred to the arbitration for settlement under Arbitration and Conciliation Act Arbitrator shall be nominated by the Managing Director of the KCL whose decision shall be final and binding on both the parties. Venue of Arbitrator will be at Raipur. The cost of Arbitration shall be shared by both the parties equally. (iii) During the pendency of arbitration no party shall go to the court. (iv) The jurisdiction of court shall be at Raipur for any legal matters. 5.4.: FORCE MAJEURE: If, at any time, during the pendency of the contract, the performance in whole or in part, by either party is prevented or delayed by war, strike, riot, crime or due to any act of God such as hurricane, flooding, earthquake, volcanic eruption beyond the control of both the parties such as war, strike, insurrection, riot, earthquake, storm, flood, fire which are beyond the control of either party (hereinafter referred to as 'eventualities') then provided notice of the happening of any such eventuality is given by either party to the other within 15 days from the date of occurrence thereof, neither party shall by reason of such eventuality be entitled to terminate this contract nor shall either party have any claim for damages against the other in respect of such non-performance or delay in performance and work under this contract shall be resumed as soon as practicable after such eventuality has come to an end or ceased to exist and the decision of the KCL as to when the work has to be resumed shall be final and conclusive. The time of completion shall then be extended by a period equal to the period during which the eventuality was prevailing. In case of persisting delay of more than three months both the parties may consult each other and arrive at an appropriate decision regarding continuation or otherwise of the contract TERM AND TERMINATION: Term: The contract shall be valid for a period of 1 (One) Year from the effective date unless terminated earlier pursuant to the Article Force Majeure and Article Termination or extended on the mutually agreed terms and conditions by the parties hereto for a further agreed period. Termination of Contract: if, for any reason whatsoever, KCL is unable or unwilling to proceed with the aforesaid works with the Transaction advisor without any fault of the Transaction Advisor then KCL shall be entitled to cancel this contract upon giving to the Transaction Advisor one month prior notice in writing on that behalf. In such an event, KCL shall pay to the Transaction Advisor, payment in terms of the payment terms as at chepter-8 of Conditions of contract due to them up to the date of expiry of the period of notice for the actual quantum of work executed by the Transaction Advisor till such period and any liabilities incurred by the Transaction Advisor for due performance of their obligations under this contract up to the date of expiry of the notice. Subject to the above, KCL shall be absolved, in the event of the cancellation of the contract, from liability to pay the balance sum which would otherwise become payable by the KCL to the Transaction Advisor under the terms of Contract. KCL will terminate the Contract in case the Transaction Advisor develops conflict of interest as mentioned in clause 10.4 of Chapter 10 and in such an event, the contract will be automatically get terminated and the TA shall have to make good the Cost incurred by KCL on the transaction along with the fee paid to the TA. 13

16 The termination of contract shall not prejudice or affect the rights or liabilities of the parties accrued or incurred up to the date of such termination. In case of delay on the part of the Transaction Advisor in the execution of the works in their scope, affecting the project schedule, for reasons solely attributable to the Transaction Advisor, KCL reserves the right to withdraw that part of the work which is delayed, after giving notice of 30 days in writing to the Transaction Advisor to fulfill that KCL task, failing which they can get the same done by some other agency at the risk and cost of the Transaction Advisor (i.e. the successful Bidder to whom the contract is awarded) without prejudice to any other rights and remedies available to KCL under the Contract. The above expression risk and cost shall include and cover the over and above the contract clause, direct cost incurred in getting such work done through other agency and does not cover the consequential losses or damages, if any, suffered by KCL. 5.6.:CONFIDENTIALITY: The successful Bidder shall maintain strict confidentiality of all documents, record notes of discussion, drawings, designs and other technical information supplied to them by KCL or prepared by them in respect of the works under this contract and shall not pass on any information to any other agencies/organizations without the written permission of the KCL. The successful Bidder shall also take necessary step to ensure that all persons employed on any work in connection with this assignment have noticed that the Indian Official Secret Act 1923 (XIX of 1923) applies to them and shall continue even after the execution of such work(s) under the contract. After completion of works, Transaction Advisor should return all relevant documents to KCL. 5.7.: SUBLETTING OR TRANSFER OF CONTRACT: Neither party shall sublet, assign or otherwise transfer its rights or obligations under contract or any part of the same to any party without the previous written consent of the other party. 5.8.: INDEMNIFICATION: The TA assumes responsibility for and shall indemnify and save harmless the KCL from all liability, claims, costs, expenses, taxes and assessments including penalties, punitive damages, attorney s fees and court cost which are, or may be required with respect to any breach of the TA s obligations under the contract, or for which the TA has assumed responsibility under the contract, including those imposed under any contract, local or national laws, or in respect of all salaries, wages or other compensation of all persons employed by the TA in connection with performance of any work covered by the contract. The TA shall execute and deliver such other further instruments and to comply with all the requirements of such laws and regulations as may be necessary there under to confirm and effectuate the contract and to protect the KCL. The KCL shall not be in any way held responsible for any accident or damages incurred or claims arising there from during discharge of the obligations by the Consultant under this contract. 14

17 Terms of Reference (TOR) KCL / Employer/Officer-in-Charge shall mean Kerwa Coal Limited. Contractor shall mean the successful Bidder to whom the contract is awarded (i.e. Transaction Advisor). TA shall mean transaction advisor. MDO shall mean Mine Developer come Operator. 15

18 6.1 EXAMINATION: CHAPTER 6 MANNER OF PREPARATION AND SUBMISSION OF BID DOCUMENTS The Bidder shall carefully examine the Bid documents including all Amendments/ Addenda/Corrigenda, if any issued, and other details such as scope of work, payment terms and other terms & conditions and acquaint himself fully with all the conditions and matters therein, which may, in any way, affect his work and the cost thereof. The Bidder shall be deemed to have obtained all information as to risks, contagious, responsibilities and other circumstances which might influence or affect his Bid and the progress and performance of the contract and have taken into account all such conditions and matters that may affect his work and cost thereof. The Bidder shall be deemed to have visited the sites and its surroundings and have carefully examined and have satisfied himself about the existing site conditions, availability of local facilities, means of transport, etc., and have quoted his rates, taking into consideration all such conditions and matters, which may, in any way, affect his work and the cost thereof. Any neglect or omission or failure on the part of the Bidder in obtaining necessary and reliable information upon the foregoing or any other matter affecting the Bid shall not absolve him of any risk or liabilities or responsibilities for completion of the entire work in accordance with the terms and conditions of Bid Document. Bidders desirous of making a site visit before submitting their Bid may do so at their own responsibility, risk and cost. 6.2: SIGNATURE: Each and every page of the Bid proposal including the original Bid document provided by Kerwa Coal Limited shall be signed by the Authorized Representative of the Bidder with his usual signature followed by name and designation of the person so signing bids of the Company shall be signed, on behalf of the Company, by a person authorized to do so. 6.3: ALL CORRECTIONS TO BE ATTESTED: The rates quoted by the Bidder shall be free from corrections/ cutting and over writing. Corrections, if any, shall be attested by the person signing the Bidder. Bids containing overwriting, erased rate(s) or corrections without attestation shall be liable for rejection. Bidders quoting rates on items different from those prescribed in the price Schedule shall also be liable for rejection. 6.4.: MANNER OF PREPARARTION OF BID DOCUMENT: The Bid proposal shall be made in TWO PARTS i.e., PART-I and PART-II. PART-I shall contain the Techno-Commercial Bid' and PART-II shall contain the Price Bid', which shall be prepared in the manner described below: PART-I: Techno-Commercial Bid: The following documents duly filled in and signed by the Bidder shall be submitted as PART-I of the Bid Proposal: (i) Full information about the Bidder along with profile of organization as per details shown in enclosed. Annexure: A. 16

19 (ii) The Bidder shall submit the documentary evidence in support of all the Pre Qualification requirements. Annexure: B (for completed work). (iii) Composition of team personnel and the task which would be assigned to each team member for this project should be attached as per Annexure: F. (iv) CV of professionals proposed to be engaged as per Annexure: G.(G1-G5) (v) Letter of Undertaking shall be submitted in the prescribed Performa as per Annexure: C. (vi) The receipt for having paid for purchase of tender document shall be enclosed. (vii) Bank Draft/Bankers Cheque /Bank Guarantee for payment of EMD. (viii) The Bidder shall indicate rate of service Tax & Education cess considered by him. (ix) Amendments / corrigenda / Addenda etc. for the work, if any, issued by Kerwa Coal Limited, duly signed, by the Bidder. (x) (xi) Interpretations / Clarifications on this Bid document, if any, issued by Kerwa Coal Limited, duly signed by the Bidder. Audited Profit and Loss Account and Balance sheet for the last three financial years are to be enclosed along with offer with the declaration of annual turnover for the above years. (xii) Copy of the Service Tax registration number of the firm. (xiii) Copy of Permanent Account Number (PAN) issued by IT department. (xiv) Time schedule for completion of work. (Activity-wise bar chart for selection of MDO for Kerwa Coal Block) (xv) The Bid document issued by Kerwa Coal Limited, duly signed by the Bidder as a token of unconditional acceptance. (xvi) Bidder shall submit a copy of valid Provident Fund code number duly allotted by any Regional Provident Fund Commissioner. The payment on account of the work executed by the Bidder shall be released only on submission of valid PF code number. (xvii) Declaration by the Bidder in his letter head that firm is not blacklisted by any PSU/Govt. body. (xviii) Power of Attorney of the signatory of the Bidder in original or duly attested by a Notary Public on a non judicial stamp paper of value not less than 50/- (xix) The bidder shall submit Income Tax returns for the last three financial years (xx) The bidder shall submit the Performa Bank Guarantee for Performance guarantee Annexure E (xxi) Bidder has to attach Demand draft/banker Cheque as Processing fees 10,000/-(Rs. Ten Thousand only) in favour of Kerwa Coal Limited payable at any Nationalized/Scheduled Bank at Raipur. (Non refundable) and a D.D of Rs. 25,000/- towards the cost of tender document if it is downloaded from the website. (xxii) Declaration by the bidder that no KCL employee or his/her relative(s) is/are partners/directors with the company as per Annexure-C. (xxiii) D.D./Bankers cheque of the E.M.D. amount i.e. Rs lac. (xxiv) Any other information, the Bidder desires to furnish in connection with this Bid. 17

20 PART II: Price Bid : The format for price Bid Performa duly filled-in and Signed by the Bidder shall be submitted as PART-II of the Bid document. 6.5.: I. PROCEDURE FOR SUBMISSION OF TENDER: Part-I of the tender document consisting of : a. Envelope 1: Proof of the purchase of tender document i.e. receipt of KCL or DD/Bankers Cheque of Rs. 25,000/- (Rupees Twenty Five Thousand) as a cost of the tender document, DD /Bankers Cheque of Rs. 10,000/- (Rupees Ten Thousand) as a processing fees and DD/Bankers Cheque of the requisite EMD amount of Rs. 5,00,000/- (Rs Five Lacs). b. Envelope 2: Techno-Commercial bid containing copy of the tender document along with clarification/corrigenda (if any) duly signed on each page by the authorised signatory of the tenderer as an acceptance of the terms & conditions of the tender document, certificate in a proforma, duly filled in credential form in a proforma along with supporting documents. Part-II of the tender document consisting of c. Envelope 3: Price Bid in a sealed envelope. All the above 3 envelopes shall be put in another cover along with covering letter superscribing the job for which the tender is submitted with tender no. along with name and address of the tenderer and should bear the address "Managing Director" Kerwa Coal Limited, Sonakhan Bhawan, Ring Road No-1, Raipur (C.G.). The tenderer should mention his / her complete Postal address and Telephone/Mobile number, Fax number, address etc. on the bottom left hand side of the envelope. The tenderer may submit any other details that he may like to furnish. III. KERWA COAL LIMITED RIGHT TO REJECT TENDER: KCL reserves the right to reject any or all tenders received at any stage without assigning any reason thereof and the Tenderer shall not be entitled to any costs, charges or expenses in this regard. Tender/bid shall be rejected:- (i) In case Tender/bid is not received within the stipulated time and date as indicated above. (ii) If the Tender/bid is not accompanied with the requisite tender fee, earnest money deposit, processing fee, requisite documents and schedules. (iii) If proposal is not a firm proposal. (iv) If Tenders/proposals is not on the prescribed lines, form and pattern described in the tender document. (v) (vi) If a material misrepresentation is made or discovered. If the Bidder does not respond to the KCL asking for supplementary information required for the evaluation of proposal with in the given time period. (vii) If it is found that the rate quoted by the Tenderer is unusually high or unusually low, unless KCL is convinced about the reasonableness of the rate on analysis of such rate. (viii) If canvassing is found in connection with tenders and/or with uncalled for remarks. (ix) (x) If the offer is accompanied with any modification(s) and/or special condition(s). If the proposal is found with erasing action or overwriting unless the corrections and/or alterations are not accompanied with initials and attestations of the authorized person(s). 18

21 7.1 Other Mandatory Requirements CHAPTER 7 OTHER GENERAL CONDITIONS The following is required to be submitted in Part-I of Bid. If the following documents are not found on opening of Part-I (i.e. Techno-commercial Bid) and Part-II ( i.e. Price Bid) in separate sealed envelope as described in subsequent clauses of this Bid document, such a Bidder will be considered as non-responsive and summarily rejected. Earnest money Deposit: The Bidder should submit Earnest Money Deposit (EMD) of Rs. 5,00,000/- (Rupees Five lakhs only) along with part-i of the Bid document. The Bidder is required to submit EMD of Rs. 5,00,000/- along with the Bid documents in the form of a crossed Bank Demand Draft (or Banker's Cheque in case of local parties), in favour of Kerwa Coal Limited payable at Raipur from any Nationalized Bank/scheduled commercial bank. Any other form of payments like cheque (i.e. other than banker's cheque in case of local parties), Money order, postal order, fixed deposit, Cash Deposit Receipt etc. are not acceptable toward EMD. The EMD Deposited will not carry any interest. Bids received without EMD shall be considered nonresponsive and will be rejected. 7.2 Purchase of Bid Document/DownLoading of Bid document: (a) The tender forms will be available for sale from during office working hours on any working day and the offers will be received till and Part-I of the tender will be opened on the same day at (b) Tender form can be obtained from the KCL Head office at 1st floor, Sonakhan Bhawan, Ring Road-1, Purena, Raipur on payment of Rs. 25,000/- (Non refundable) by D.D. or Bankers Cheque drawn in favour of Kerwa Coal Limited, payable at Raipur. However, the interested parties will have liberty to download the tender document from the CMDC's websites but in such cases the bidders has to submit a D.D. of Rs. 25,000/- as a cost of tender document along with the proposal/bid submitted. The Proposal submitted without the cost of tender document will be rejected out rightly. (c) Kerwa Coal Limited reserves right to accept or reject any tender or part and/or accept other than the lowest quotation without assigning any reason at any stage in the paramount interest of the KCL. The Tenderer shall have no claim in this regard whatsoever. (d) The Bid documents are being issued in two copies to enable the Bidder to submit one copy of the Bid documents duly signed on all pages along with seal as token of unconditional acceptance of the same. (e) The cost of Bid document as specified above has to be submitted in the form of demand draft from Indian Nationalized Bank/ Scheduled Commercial Bank. Receipt of purchase of the bid document is to be submitted with Part-I of the Bid Documents. The Bid will be accepted only if the demand draft submitted is found acceptable to KCL. Bids shall be summarily reject if the stipulated cost of Bid document is not paid as specified above. (f) The bidders are required to quote the rate strictly as per the terms & conditions mentioned in the Bid/Tender documents. The conditional Bid/Tender will not be entertained and shall be liable for outright rejection. 7.3 LANGUAGE OF THE BID All information in the Bid shall be in English. Information in any other language shall be accompanied by its translation in English language. Copy of all documents in English language shall govern. 19

22 7.4 BID DISCUSSIONS: During the processing / evaluation of the Bid proposals, the Bidder may be required to attend the KCL office for discussions/clarifications at their own cost. 7.5 EFFECTIVE DATE OF CONTRACT: The date of issue of work order shall be the effective date of contract & time period for completion shall be counted from this date. 7.6 FEE AND CHARGES: i. The Bidder is expected to quote lump sum amount for fee for the entire scope of work including tours & travel charges, as per Part II. However, all statutory taxes & duties (including service tax) will be reimbursed by KCL on actual basis at the prevailing rates at the time of payment as per Price Schedule Format (Part-II of Bid document) ii. The fee quoted by the Bidder shall be inclusive of all materials, tools and tackles, equipments, labour, travelling and incidental expenses and all other costs that the consultant may have to incur in connection with his undertaking and executing the work. No extra charges consequent upon any misunderstanding or otherwise shall be paid by KCL. 7.7 TAXES AND DUTIES: a. Service tax and Education Cess as applicable will be the quoted as per price format. (Bidder shall indicate the amount and % rate of service Tax & Education Cess as considered in the quoted price as per the format of Price Schedule, in their price-bid) b. Service tax and Education Cess shall be reimbursed at applicable rates based on supporting documentary evidence. c. All other taxes and duties if any are to be included in the quoted lump sum fee. d. Any new taxes levied by the Government and statutory increases on the Service Tax and Education Cess during the tenure of the contract will be reimbursed by the KCL on submission of relevant documentary evidence. However, any reduction in Service tax & Education Cess, the benefit shall be passed on to the KCL. e. Applicable taxes will be deducted at sources as per statutory requirements. A certificate of TDS will be provided to the Transaction Advisor for the deducted amount. 7.8 CONTRACT PERFORMANCE GUARANTEE: (i) The successful bidder is required to submit BANK GUARANTEE of 10% of the contract value on or before the time of execution of agreement. The Format for B.G. is enclosed at Annexure-D (ii) Failure of the successful Bidder to comply with the above requirements of submission of BANK GUARANTEE shall constitute sufficient grounds for cancellation of the award of work and forfeiture of the EMD. (iii) No interest shall be payable by the KCL on the BANK GUARANTEE. (iv) REFUND OF BANK GUARANTEE: The BANKGUARANTEE shall be returned back to the Transaction Advisor on demand, after the expiry of the defects liability period. or on payment of the amount of the final bill payable in accordance with relevant clause of these conditions, whichever is later, provided KCL is satisfied that there is no demand outstanding against the Transaction Advisor. 20

23 7.9 BID SCHEDULE: II. I. Last Date for Issue of Bid Documents: Last Date for Submission of Bid Proposal : upto 3.00 PM. III. IV. Note: Date and Venue of Opening of Technical Proposal: The Part-I (Techno Commercial Bid) Bids will be opened on the same day at 4.00 PM. Bidders may depute their authorized representative at the time of Bid opening if they so desire. The representative should carry proper authorization letter to witness the Bid opening. Venue of opening of Technical Proposal will be at Kerwa Coal Limited, Sonakhan Bhawan, Ring Road-1, Purena, Raipur (C.G.) The date and time for opening of part-ii (Price Bid) of the tender of the qualified bidder will be intimated separately.. Bids submitted by , TELEX / TELEGRAM / FAX will not be accepted. Bids received after the closing date and time will not be accepted. KCL will not be responsible for postal loss or delay VALIDITY OF BIDS: i. The submission of any Bid in accordance with the Bid document and specifications shall constitute an agreement that the Bidder shall have no cause of action or claim, against the KCL for rejection of their Bid. The KCL shall always be at liberty to reject or accept any Bid at its sole discretion and any such action will not be called into question and the Bidder shall have no claim in that regard against the KCL. ii. iii. The Bid shall be kept valid initially for a period of six (6) calendar months from the date set for submission of Bids. In exceptional circumstances, prior to expiry of the original time limit, the KCL may extend the period of validity for a specified additional period. The request will be made in writing to the Bidder. A Bidder may refuse the request without forfeiting his Bid security. A Bidder agreeing to the request will not be required or permitted to modify his Bid, but will be required to extend the validity of his offer and Bid security suitably as per relevant provisions Bid Evaluation Process and Successful Bidders: The bids will be evaluated on the basis of documents submitted by the bidder and those bidders who fulfills the Technical and Financial criteria as given in clause no. 3.1 (A,B and C) will be called as a eligible bidders. and part 2 of the bid i.e. price bid of only eligible bidders will be opened. The date for opening of price Bid will be intimated to the eligible bidders only. The Bid will be decided on the basis of the lowest rate / fee quoted by the eligible bidders. Therefore the eligible bidder who have quoted the minimum rate/fee will be called as a successful bidder 7.12 MODIFICATION AND WITHDRAWAL: (i) Bidder may modify or withdraw their Bids after submission by giving notice in writing before the deadline prescribes in NIT for submission of Bids. (ii) Each Bidder s modification or withdrawal notice shall be prepared, sealed, marked and delivered as follows. 21