40 - RFP of PE For Gokul Barrage in Mathura STP Project

Request for Proposals
National Mission for Clean Ganga
राष्ट्रीय स्वच्छ गं गा मिशन
REQUEST FOR PROPOSALS

(GeM)
SELECTION
OF
PROJECT ENGINEER
For the Development of Sewage Treatment Plant (STP)
& Associated Infrastructure and Operation and
Maintenance of all assets for 15 years at Gokul Barrage
in Mathura State of Uttar Pradesh Under
Hybrid Annuity based PPP mode
जीईएम
हाइब्रिड वाब्रषि की पीपीपी मोड आधारित उत्ति प्रदे श िाज्य के

गोकु ल बै िाज, मथु िा शहि में सीवे ज ट्र ीट्में ट् प्ाां ट् (एसट्ीपी) औि
सां ब द्ध बु ब्रियादी ढाां चे के ब्रवकास औि 15 वषों के ब्रलए सभी
परिसां प ब्रत्तयोां के सां चालि औि िखिखाव के ब्रलये परियोजिा
अब्रभयां ता का चयि हे तु प्रस्ताव के ब्रलए अिु िोध
RFP No.: Pc/2/2023- NMCG

Issued on: 24th May 2023
CONTENTS
S. No. Contents Page No.

Disclaimer 3
Glossary 5
Invitation for Proposals 7
1 Introduction 8
2 Instructions to Bidders 12
A. General
B. Documents
C. Preparation and Submission of Proposal
D. Evaluation Process
E. Appointment of Project Engineer
3 Criteria for Evaluation 36
4 Fraud and corrupt practices 40
5 Pre-Bid Conference 42
6 Miscellaneous 43
Schedules 44
1 Terms of Reference 46
2 Form of Agreement 63
Annex-1: Terms of Reference
Annex-2: Approved Sub-Project Engineer(s)
Annex-3: Cost of Services
Annex-4: Payment Schedule
Annex-5: Bank Guarantee for Performance Security
3 Guidance Note on Conflict of Interest 98
Appendices 100
1 Appendix-I: Technical Proposal 101

Form 1: Letter of Proposal 101
Form 2: Particulars of the Bidder 104
Form 3: Statement of Legal Capacity 106
Form 4: Power of Attorney 107
Form 5: Financial Capacity of Bidder 109
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Form 6: Particulars of Personnel 110

Form 7: Proposed Methodology and Work Plan 111
Form 8: Abstract of Eligible Assignments of the Bidder 112
Form 9: Abstract of Eligible Assignments of Personnel 114
Form 10: Eligible Assignments of Bidder 115
Form 11: Eligible Assignments of Personnel 116
Form 12: Curriculum Vitae (CV) of Personnel 117
Form 13: Proposal for Sub-Project Engineer(s) 119
Form 14: Certificate for Associate from Statutory Auditor. 120
Form 15: Format of Bid Security Bank Guarantee 121
2 Appendix-II: Financial Proposal 123
Form 1: Financial Proposal 123
Disclaimer
The information contained in this Request for Proposals document (“RFP”) or subsequently
provided to Bidders, whether verbally or in documentary or any other form by or on behalf of
the NMCG or any of its employees or advisers, is provided to Bidders on the terms and
conditions set out in this RFP and such other terms and conditions subject to which such
information is provided.
This RFP is not an agreement and is neither an offer nor invitation by the NMCG 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 the NMCG in relation to the Consultancy. 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 the NMCG, its employees or
advisers to consider the objectives, technical expertise and particular needs of each party who
reads or uses 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.
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. The NMCG accepts no responsibility for the accuracy or otherwise for any interpretation
or opinion on the law expressed herein.
The NMCG, 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.
The NMCG also accepts no liability of any nature whether resulting from negligence or
otherwise, howsoever caused, arising from reliance of any Bidder upon the statements
contained in this RFP.
The NMCG 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.
The issue of this RFP does not imply that the NMCG is bound to select a Bidder or to appoint
the Selected Bidder, as the case may be, for the Consultancy and the NMCG reserves the right
to reject all or any of the Proposals without assigning any reasons whatsoever.
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 the
NMCG or any other costs incurred in connection with or relating to its Proposal. All such costs
and expenses will remain with the Bidder and the NMCG shall not be liable in any manner
3
whatsoever for the same or for any other costs or other expenses incurred by Bidder in
preparation or submission of the Proposal, regardless of the conduct or outcome of the Selection
Process.
Glossary
Agreement As defined in Schedule-2

Agreement Value As defined in Clause 6.1.2 of Schedule-2
Applicable Laws As defined in Schedule-2
Associate As defined in Clause 2.3.3
Authorised Representative As defined in Clause 2.13.3
Bid Security As defined in Clause 2.20.1
Bidder As defined in Clause 2.1.1
Concession Agreement As defined in Clause 1.1.2
Concessionaire As defined in Clause 1.1.2
Conditions of Eligibility As defined in Clause 2.2.1
Conflict of Interest As defined in Clause 2.3.1
Consultancy As defined in Clause 1.2
Consultancy Team As defined in [Paragraph 8] of Schedule-1
CPP Portal Central Public Procurement Portal
CV Curriculum Vitae
DBFOT Design, Build, Finance, Operate and Transfer
DBSS Design Build and Services Schedule
Deliverables As defined in Paragraph 4 of Schedule-1
Documents As defined in Clause 2.12
Effective Date As defined in Clause 2.1 of Schedule-2
Eligible Assignments As defined in Clause 3.1.4
Financial Proposal As defined in Clause 2.15.1
Form of Agreement Form of Agreement as in Schedule-2
INR, Re, Rs. Indian Rupee(s)
Key Date or KD As defined in [Paragraph 6.2] of Schedule-1
Key Expert As per Clause 2.1.4
Lead Member As defined in Clause 2.1.1
LOA Letter of Award
Member As defined in Clause 2.3.3 (a)
NMCG As defined in Clause 1.1.1
Non Key Expert As per Clause 2.1.4
Official Website As defined in Clause 1.11.2
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Personnel As defined in Clause 2.1.4 & 1.1.1(n) of Schedule-2

PPP Public Private Partnership - Project means a project
based on a contract or concession agreement between a
Government or statutory entity on the one side and a
private sector company on the other side, for delivering
an infrastructure service on payment of user charges”
Prohibited Practices As defined in Clause 4.1

Project As defined in Clause 1.1.1
Project Engineer As defined in Clause 1.2
Project Manager As defined in Clause 4.6 of Schedule-2
Proposal As defined in Clause 1.2
Proposal Due Date or PDD As defined in Clauses 1.5 and 1.8
Resident Personnel As defined in Clause 1.1.1(o) of Schedule-2
RFP As defined in Disclaimer
Selected Bidder As defined in Clause 1.6
Selection Process As defined in Clause 1.6
Services As defined in Clause 1.1.1(q) of Schedule-2
Sole Firm As defined in Clause 2.1.1
Statutory Auditor An Auditor appointed under Applicable Laws
Sub-Project Engineer As defined in Clause 1.1.1(r) of Schedule-2
Support Personnel As defined in Clause 2.14.6
STP Sewage Treatment Plant
Team Leader As defined in Clause 2.1.4
Technical Proposal As defined in Clause 2.14.1
TOR As defined in Clause 1.1.3
US$ United States Dollar
The words and expressions beginning with capital letters and defined in this document shall,
unless repugnant to the context, have the meaning ascribed thereto herein.
Invitation for Proposals
7
1. INTRODUCTION
1.1 Background
1.1.1 Government of India, has approved the Namami Gange Programme as an

integrated approach for effective abatement of pollution in river Ganga. As part
of this and to ensure that no untreated domestic sewage flow into the river
Ganga, various interventions are planned such as Interception & Diversion
works and development & operation of Sewage Treatment Plants (STPs).
Considering various development models in practice for the construction,
operation and maintenance of Sewage Treatment Plants, Government of India
has approved the Hybrid Annuity based Public Private Partnership (PPP) mode
as one of the options for the development & operation of STPs. Under this
model, private investor/developer will design, build, finance, operate and
transfer the asset (STP) to the Project Executing Agency/Jal Nigam/Jal
Sansthan/Urban Local body at the end of the Concession Period (say 15 years).
40% of the Capital cost will be paid to the developer during construction of the
STP. Balance 60% along with Operation & Maintenance (O&M) cost will be
paid over the Concession Period on achievement of key performance indicators
as per the contract. Entire cost of development and operation of the STPs will
be 100% funded by the Government of India as central sector scheme. It is also
envisaged to explore the possibility of recycle/ reuse of the treated waste water
for non-potable purpose. The background note on hybrid Annuity based PPP
mode is available in the website of National Mission for Clean Ganga (NMCG)
at www.nmcg.nic.in.
1.1.2 As part of this endeavour, with the approval of NMCG, UP Jal Nigam has
decided to undertake the Development/ operation and maintenance of Sewage
Treatment Plant (STP) and associated infrastructure at Gokul Barrage in
Mathura the State of Uttar Pradesh, through Hybrid Annuity based Public-
Private Partnership (PPP) on Design, Build, Finance, Operate and Transfer (the
"DBFOT") basis. The details of the Project are as follows:
S.No. Name of the Project Indicative Project

cost (Rs Cr)
1 Development of Sewage Treatment 292.56
Plant (STP) on Hybrid Annuity PPP
basis, at Gokul Barrage in
Mathura Uttar Pradesh
1.1.3 With a view to implement the Project, the UP Jal Nigam has under taken the
bidding process for the selection of preferred Bidder. The detailed RFP
document and draft Concession agreement are available in the web site. For
smooth and timely development of the project the NMCG has decided to engage
a Project Engineer who will assist the UP Jal Nigam and NMCG as per the scope
of work defined in this document.
1.1.4 In pursuance of the above, the NMCG has decided to carry out the process for
the selection of a dedicated Project Engineer (PE) for the Project. The detailed
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scope of work of the Project Engineer shall be in accordance with the Terms of
Reference specified at Schedule-1 (the “TOR”).
1.2 Request for Proposals
The NMCG invites proposals (the “Proposals”) through GeM Portal

(gem.gov.in) from firms, who meet the qualification criteria.
1.3 Due diligence by Bidders
Bidders are encouraged to inform themselves fully about the assignment and the
local conditions before submitting the Proposal by paying a visit to the office of
NMCG, UP Jal Nigam and the Project site, sending written queries to the
NMCG, and attending a Pre-Bid Conference on the date and time specified in
Clause 1.10.
1.4 Availability of RFP Document
Complete RFP document is available for download at website of the NMCG

(http://nmcg.nic.in/) and GeM Portal (gem.gov.in).
1.5 Validity of the Proposal
The Proposal shall be valid for a period of not less than 180 days from the
Proposal Due Date (the “PDD”).
1.6 Brief description of the Selection Process
The NMCG has adopted a Single-Stage Two Envelope selection process

(collectively the “Selection Process”) for evaluating the Proposals comprising
technical and financial bids to be submitted in GeM portal. In the first stage, a
technical evaluation will be carried out as specified in Clause 3.1. Based on this
technical evaluation, a list of short-listed Bidders shall be prepared as specified
in Clause 3.2. In the second stage, a financial evaluation will be carried out as
specified in Clause 3.3. Proposals will finally be ranked according to their
combined technical and financial scores as specified in Clause 3.4. The first
ranked Bidder shall be selected for negotiation (the “Selected Bidder”) while
the second ranked Bidder will be kept in reserve.
1.7 Currency conversion rate and payment
1.7.1 For the purposes of technical evaluation of Bidders, US$ shall be considered as
the applicable currency conversion rate. In case of any other currency, the same
shall first be converted to US$ as on RFP published date, and the amount so
derived in US$ shall be converted into INR at the aforesaid rate. The conversion
rate of such currencies shall be the daily representative exchange rates published
by the International Monetary Fund for the relevant date.
1.7.2 All payments to the Project Engineer shall be made in INR in accordance with
the provisions of this RFP. The Project Engineer may convert INR into any
foreign currency as per Applicable Laws and the exchange risk, if any, shall be
borne by the Project Engineer.
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1.8 Schedule of Selection Process
The NMCG would endeavour to adhere to the following schedule:
S. No. Event Description Date and Time

1. RFP Publish date 24th May 2023
2. RFP download start date and 24th May 2023 from 17:00 Hrs.
time
3. Clarification start date & time 24th May 2023 from 17:30 Hrs.
4. Pre-Bid Conference by Virtual 31st May 2023 at 11:30 Hrs.

Meeting Platform
5. Clarification end date and time 5th June 2023 at 17:00 Hrs.
6. NMCG response to clarifications 12th June 2023
7. Bid Submission Start Date 19th June 2023
8. Bid Submission end date & time 21st June 2023 up to 12:00 Hrs.
9. Last date & time for 21st June 2023 up to 12:00 Hrs.
downloading the RFP
10. Last date & time for submission 21st June 2023 up to 12:00 Hrs.
of EMD, PoA, Joint Bidding
Agreement in Hard Copies
11. Last date & time for submission 21st June 2023 up to 12:00 Hrs.
(upload) of online bidding
document (Proposal Due Date or
PDD)
12. Opening of Technical Proposals 21st June 2023 up to 12:30 Hrs.
through GeM portal
13. Presentation on Approach & To be informed later
Methodology by Virtual Meeting
Platform
14. Opening of Financial Proposal To be informed later
through GeM portal
15. Signing of Agreement Within 15 days of acceptance of LoA
16. Validity of Proposal 180 days from Proposal Due Date
1.9 Pre-Bid visit to the Site and inspection of data

Prospective Bidders may visit the Site and review the available data at any time
prior to PDD. For this purpose, they will provide at least two days’ notice to the
nodal officer specified below:
Office of the Superintending Engineer,

Circle Office, Uttar Pradesh Jal Nigam (Rural),
4/4 Sanjay Place, Agra,
Mathura (Uttar Pradesh) – 282002
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Mobile:
Email: xcircleagraupjn@gmail.com
1.10 Pre-Bid Conference
The Pre-Bid Conference will be conducted virtually on the date and time
specified in Clause 1.8. The advisory along with details of meeting link will be
uploaded two days prior to the meeting date.
1.11 Communications
1.11.1 Communications shall be addressed to:

Shri. Rajat Kumar Gupta
Sr. Waste Management Specialist
National Mission for Clean Ganga,
1st Floor, Major Dhyan Chand National Stadium,
India Gate, New Delhi – 110002
Phone: +91 11 - 23072900
Email: rkgupta@nmcg.nic.in and CC to ed.projects@nmcg.nic.in
1.11.2 The Official Website of the NMCG is:
http://www.nmcg.nic.in
1.11.3 Communications, including the envelopes (if any), should contain the
following information, to be marked at the top in bold letters:
RFP Notice No. ***** Appointment of Project Engineer for

______ project.
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2. INSTRUCTIONS TO BIDDERS
A. GENERAL
2.1 Scope of Proposal
2.1.1 Detailed description of the objectives, scope of services, Deliverables and other
requirements relating to this Consultancy are specified in this RFP. The Bidder
shall be a Sole Firm /Single entity or a consortium/joint venture of firms
and, the manner in which the Proposal is required to be submitted, evaluated
and accepted is explained in this RFP. If the Bidder is a consortium/joint venture
the combined Technical and Financial capacity of all members shall be
considered for determining the eligibility of the Bidder as per clause 2.2.2 of the
RFP document. However maximum numbers of members/partners are limited
to three and other terms and conditions of the RFP document are applicable to
each member of the consortium/joint venture. Also all members of the
consortium are jointly and severally responsible for performance of the
assignment. Bidder shall also submit the details of each member of the
consortium in Form – 2 of Appendix I: Particulars of the Bidder and a Joint Bid
Agreement with the provisions mentioned in clause 2.1.5.
2.1.2 Bidders are advised that the selection of Project Engineer shall be on the basis
of an evaluation by the NMCG through the Selection Process specified in this
RFP. Bidders shall be deemed to have understood and agreed that no
explanation or justification for any aspect of the Selection Process will be given
and that the NMCG’s decisions are without any right of appeal whatsoever.
2.1.3 The Bidder shall submit its Proposal through GeM portal (gem.gov.in) in the form
and manner specified in this RFP. The Technical proposal shall be submitted in
the form at Appendix-I and the Financial Proposal (BoQ) shall be submitted in
the form at Appendix-II. Upon selection, the Bidder shall be required to enter
into an agreement with the NMCG and the UP Jal Nigam in the form specified
at Schedule-2.
2.1.4 Personnel
2.1.4.1 The Consultancy Team shall consist of the ‘Key Experts’ and ‘Non Key
Experts’ as tabulated under and who shall discharge their respective
responsibilities in accordance with the position and expertise.
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Key Experts:
Minimum Deploy
Nos.
S. Category educational Qualification and ment
require
No. Name qualification and Expertise required
d
Discipline
1 Team Graduation in Should have Sewage/Waste Water 1 Full
Leader Engineering and Technology expert with more than Time at
cum Post-graduation in 12 years of overall experience, of Site
Waste Public Health/Civil/ which about 2 years of experience
Water Environmental should be as a Team Leader or 3
Expert Engineering or years as Deputy Team Leader in
Equivalent similar projects. He should have
undertaken planning, design, and
supervision of construction/
Construction for at least 2 Eligible
Assignment. Experience of
Digestor Design in at least 1
eligible assignment.
2 Senior Post-graduation in Should be Wastewater Treatment 1 Intermitt
Process Public Process Expert with more than 10 ent ( at
Engineer Health/Environmenta years of overall experience, of Site and
l Engineering/ which at least 5 years as Process remote)
Chemical Design Engineer in STP
Engineering/ Bio construction.
technology or He should have undertaken the
Equivalent process design and construction/
Review and Monitoring of
construction of at least 2 Eligible
Assignments.
3 Senior Bachelor’s Degree in Should have more than 10 years of 1 Intermitt
Engineer Civil Engineering experience, of which about 5 years ent (at
(Civil) should be in sewage treatment Site)
plant works.
He should have undertaken
planning design and supervision of
construction / Review and
Monitoring of construction/
construction of at least 2 Eligible
Assignments. For consideration of
Eligible assignment for Senior
Engineer (Civil) in accordance
with Clause 3.1.4, projects will
also include Water Treatment Plant
of the capacity mentioned therein.
13
Minimum Deploy
Nos.
require
d
Discipline
Engineer Mechanical experience of which 5 years shall ent ( at
(Mechanic Engineering be in supervising, installation and Site and
al) testing of pumps and associated remote)
equipment and plant.
He should have undertaken the
supervision of installation/
installation & testing of
mechanical equipment/pumps and
associated components for at least
2 Eligible Assignments. For
consideration of Eligible
assignment for Senior Mechanical
Engineer in accordance with
Clause 3.1.4, projects will also
include Water Treatment Plant of
the capacity mentioned therein.
Engineer Electrical experience of which 5 years shall ent ( at
(Electrical Engineering be in supervising electrical Site and
) installations and instrumentation remote)
related to power driven equipment.
supervision of installation
/installation of electrical
installations / components /
instrumentation for at least 2
Eligible Assignments -. For
consideration of Eligible
assignment for Senior Electrical
Engineer in accordance with
Clause 3.1.4, projects will also
include Water Treatment Plant of
the capacity mentioned therein.
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Minimum Deploy
Nos.
require
d
Discipline
6 Senior Bachelor’s Degree in Should have more than 10 years’ 1 Intermitt
Engineer Electrical/Electronics experience of which 5 years shall ent ( at
(Instrume /Instrumentation be in supervising Instrumentation, Site and
ntation) Engineering Control and Automation and remote)
SCADA related works.
Installation/supervision of
installation of Instrumentation,
Control & automation/SCADA
systems for at least 2 Eligible
Assignments. -. For consideration
of Eligible assignment for Senior
Instrumentation Engineer in
accordance with Clause 3.1.4,
projects will also include Water
Treatment Plant of the capacity
mentioned therein.
7 Senior Post-graduation in Should be a Civil Engineer in the 1 Intermitt

Structural Structural field of Structural design with more ent ( at
Engineer Engineering than 10 years of overall experience. Site and
He should have undertaken remote)
structural design for at least 2
projects in the Infrastructure sector.
8 O&M Graduation in Must be a STP Operational Expert 1 Full
Engineer Engineering/ M.Sc in with at least 10 years of overall Time at
Environment Science experience in wastewater treatment Site
/ Environment facilities of which at least 2 years during
Management in Operational & Management at O&M
STP. Phase
He should have undertaken at least
1 Eligible Assignment.
Non Key Experts – to be deployed full time at site
Minimum
S. Category educational Qualification and Nos.
No. Name qualification and Expertise required required
Discipline
1 Safety Graduate/Post Must be a licensed/registered Safety 1

Expert graduate in Engineer or with a Post Graduate
Engineering/ Diploma in Environment, Health &
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Minimum
Discipline
Science/ Arts/ Safety /Fire Engineering and Industrial

Commerce Safety Management.
The personnel shall have more than 7
years of overall experience in the field of
infrastructure/industrial safety. He
should have undertaken at least 2
Infrastructure/Industrial Projects in the
capacity of Safety Expert.
2 Support Diploma/Graduate in For Graduate Engineers: Should be 1
Engineer Public Health/ Wastewater Treatment Process
(Process) Environmental Expert with more than 5 years of
Engineering/ experience as Process Design
Chemical Engineer in STP construction. He
Engineering/ Bio should have undertaken the process
technology or design and construction/ Review and
Equivalent Monitoring of construction of at least
1 Eligible Assignments.
For Diploma Engineers: Should be

Wastewater Treatment Process
Expert with more than 8 years of
experience as Process Design
Engineer in STP construction. He
should have undertaken the process
design and construction/ Review and
Monitoring of construction of at least
1 Eligible Assignments.
3 Support Diploma/ Graduate in For Graduate Engineers: Should have 1
Engineer Civil Engineering more than 5 years of experience, in
(Civil) sewage/water treatment plant works.
For Diploma Engineers: Should have
more than 10 years of experience, in
sewage/water treatment plant works.
Engineer Mechanical more than 5 years of experience in
(Mechanical Engineering supervising, installation and testing
) of pumps and associated equipment
and plant in STPs/WTPs.
more than 10 years of experience in
supervising, installation and testing
of pumps and associated equipment
and plant in STPs/WTPs.
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Minimum
Discipline

Engineer Electrical more than 5 years of experience in
(Electrical) Engineering supervising electrical installations
and instrumentation related to power
driven equipment in STPs/WTPs.
experience of more than 10 years of
experience in supervising electrical
installations and instrumentation
related to power driven equipment in
STPs/WTPs.
Engineer Civil Engineering more than 5 years of experience, in
(QA/QC) sewage/water treatment plant works/
infra projects, of which at least 3
years as QA/QC in similar kind of
project.
more than 10 years of experience, in
sewage/water treatment plant works/
infra projects. of which at least 5
years as QA/QC in similar kind of
project.
7 Support Graduation in Must be a STP Operational expert 1
Engineer (O Engineering/Environ with at least 5 years of overall
& M) ment experience in wastewater treatment
Science/Environment facilities of which at least 2 years in
Management Operational & Management at STP.
8 MIS Any Graduate with Should have more than 7 years of 1

Coordinator Post graduate overall experience, of which at least
Cum Diploma in computer 5 years as in similar kind of project.
Document Application or He should have undertaken the
Controller Equivalent experience in computer operated
project management software/tool
like MS projects, Primavera etc. with
excellent command on MS office for
construction projects. For data
mining, data analysis, preparing
database, Monthly Reports,
preparing presentations etc.
2.1.4.2 Each bidder shall submit exclusive Key Expert for the assignment against the
positions of Team Leader cum Waste Water Expert and Senior Process
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Engineer. The Key Expert proposed for these positions shall not give consent to
multiple bidders. If it is found that consent has been given to multiple bidders,
the bid will be termed as non-responsive and the appropriate action will be taken
against the erring Key Expert.
2.1.5 If the Bidder is a consortium then, the members of the Consortium shall enter
into a binding Joint Bidding Agreement in an agreeable format, for the purpose
of making and submitting a Bid. The Jt. Bidding Agreement, to be submitted
along with the Bid, shall, inter alia:
i. Nominate one of the Members as the Lead Member of the Consortium.
ii. Convey the intent to enter into the agreement by the Lead Member and
subsequently perform all the obligations of the Project Engineer in terms
of the agreement, in case the assignment is awarded to the Consortium;
iii. Clearly outline the proposed roles and responsibilities, if any, of each
member; and
Include a statement to the effect that all members of the Consortium shall be
liable jointly and severally for all obligations of the Project Engineer in relation
to the Project until the completion of the assignment.
2.2 Conditions of Eligibility of Bidders
2.2.1 Bidders must read carefully the minimum conditions of eligibility (the
“Conditions of Eligibility”) provided herein. Proposals of only those Bidders
who satisfy the Conditions of Eligibility will be considered for evaluation.
2.2.2 To be eligible for evaluation of its Proposal, the Bidder shall fulfil the following:
(A) Technical Capacity: The Bidder shall have, over the past 10 (ten) years
preceding the PDD, has completed a minimum of 3 (three) Eligible
Technical Assignments in STP specified in Clause 3.1.4. The technical
experience mentioned herein is the minimum eligibility criteria for
completed projects for any Bidder. Over and above this Bidder may
submit additional completed /ongoing projects for claiming the Technical
Capacity in accordance with clause 3.1.4 of the RFP document. However
ongoing projects will be considered for evaluation only if the Bidder has
received 80% of the professional fees /assignment value for the project.
(B) Financial Capacity: The Bidder shall have received a minimum revenue
of Rs. 10 (Ten) crore or US $ 5 (Five) million per annum from professional
fees during any three Financial Years within the period of 2018-19, 2019-
20, 2020-21 and 2021-22. For the avoidance of doubt, professional fees
hereunder refers to fees received by the Bidder for providing advisory or
consultancy services(excluding Audit, Accounting, Taxation and
Information Technology) to its clients for project development
services/preparation of Detailed Project Reports(DPRs), Technical
Feasibility Studies, Project Management Consultancy services, Third
Party/Independent Engineer/Owners Engineer Services, Technical Audit
services, Assessment of existing assets etc. for infrastructure projects.
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(C) Availability of Personnel: The Bidder shall offer and make available all
Personnel meeting the requirements specified in clause 2.1.4.
2.2.3 The Bidder shall enclose with its Proposal, certificate(s) from its Statutory
Auditors1 stating its total revenues from professional fees during any three
Financial Years within the period of 2018-19, 2019-20, 2020-21 and 2021-22
and the fee received in respect of each of the Eligible Assignments specified in
the Proposal. In the event that the Bidder does not have a statutory auditor, it
shall provide the requisite certificate(s) from the firm of Chartered Accountants
that ordinarily audits the annual accounts of the Bidder.
2.2.4 The Bidder should submit a Power of Attorney as per the format at Form-4 of
Appendix-I; provided, however, that such Power of Attorney would not be
required if the Proposal is signed by a partner of the Bidder, in case the Bidder
is a partnership firm or limited liability partnership.
2.2.5 Any entity which has been barred by the Central Government, any State
Government, a statutory authority or a public sector undertaking, as the case
may be, from participating in any project, and the bar subsists as on the date of
Proposal, would not be eligible to submit a Proposal either by itself or through
its Associate.
2.2.6 An Bidder or its Associate should have, during the last three years, neither failed
to perform on any agreement, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration award
against the Bidder or its Associate, nor been expelled from any project or
agreement nor have had any agreement terminated for breach by such Bidder or
its Associate.
2.2.7 While submitting a Proposal, the Bidder should attach clearly marked and
referenced continuation sheets in the event that the space provided in the
specified forms in the Appendices is insufficient. Alternatively, Bidders may
format the specified forms making due provision for incorporation of the
requested information.
2.3 Conflict of Interest
2.3.1 A Bidder shall not have a conflict of interest that may affect the Selection
Process or the Consultancy (the “Conflict of Interest”). Any Bidder found to
have a Conflict of Interest shall be disqualified. In the event of disqualification,
the NMCG shall forfeit and appropriate the Bid Security as mutually agreed
genuine pre-estimated compensation and damages payable to the NMCG for,
inter alia, the time, cost and effort of the NMCG including consideration of such
Bidder’s Proposal, without prejudice to any other right or remedy that may be
available to the NMCG hereunder or otherwise.
2.3.2 The NMCG requires that the Project Engineer provides professional, objective,
and impartial advice and at all times hold the NMCG’s interest’s paramount,
avoid conflicts with other assignments or its own interests, and act without any
consideration for future work. The Project Engineer shall not accept or engage
1
No separate annual financial statements should be submitted.
19
in any assignment that would be in conflict with its prior or current obligations
to other clients, or that may place it in a position of not being able to carry out
the assignment in the best interests of the NMCG.
2.3.3 Some guiding principles for identifying and addressing Conflicts of Interest
have been illustrated in the Guidance Note at Schedule-3. Without limiting the
generality of the above, a Bidder shall be deemed to have a Conflict of Interest
affecting the Selection Process, if:
(a) the Bidder, or Associate (or any constituent thereof) and any other
Bidder, its consortium member or Associate (or any constituent thereof)
have common controlling shareholders or other ownership interest;
provided that this disqualification shall not apply in cases where the
direct or indirect shareholding or ownership interest of an Bidder, its
Member or Associate (or any shareholder thereof having a shareholding
of more than 5% (five per cent) of the paid up and subscribed share
capital of such Bidder, Member or Associate, as the case may be) in the
other Bidder, its consortium member or Associate is less than 5 per cent
of the subscribed and paid up equity share capital thereof; provided
further that this disqualification shall not apply to any ownership by a
bank, insurance company, pension fund or a public financial institution
referred to in sub-section (72) of section 2 of the Companies Act, 2013.
For the purposes of this Clause, indirect shareholding held through one
or more intermediate persons shall be computed as follows: (aa) where
any intermediary is controlled by a person through management control
or otherwise, the entire shareholding held by such controlled
intermediary in any other person (the “Subject Person”) shall be taken
into account for computing the shareholding of such controlling person
in the Subject Person; and (bb) subject always to sub-clause (aa) above,
where a person does not exercise control over an intermediary, which
has shareholding in the Subject Person, the computation of indirect
shareholding of such person in the Subject Person shall be undertaken
on a proportionate basis; provided, however, that no such shareholding
shall be reckoned under this sub-clause (bb) if the shareholding of such
person in the intermediary is less than 26% (twenty six per cent) of the
subscribed and paid up equity shareholding of such intermediary; or
(b) a constituent of such Bidder is also a constituent of another Bidder; or
(c) such Bidder or its Associate receives or has received any direct or
indirect subsidy or grant from any other Bidder or its Associate; or
(d) such Bidder has the same legal representative for purposes of this
Proposal as any other Bidder; or
(e) such Bidder has a relationship with another Bidder, directly or through
common third parties, that puts them in a position to have access to each
other’s information about, or to influence the Proposal of either or each
of the other Bidder; or
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(f) there is a conflict among this and other consulting assignments of the
Bidder (including its personnel and Sub-Project Engineer) and any
subsidiaries or entities controlled by such Bidder or having common
controlling shareholders. The duties of the Project Engineer will depend
on the circumstances of each case. While providing consultancy services
to the NMCG for this particular assignment, the Project Engineer shall
not take up any assignment that by its nature will result in conflict with
the present assignment; or
(g) a firm which has been engaged by the NMCG to provide goods or works
or services for a project, and its Associates, will be disqualified from
providing consulting services for the same project save and except as
provided in Clause 2.3.4; conversely, a firm hired to provide consulting
services for the preparation or implementation of a project, and its
Members or Associates, will be disqualified from subsequently
providing goods or works or services related to the same project; or
(h) the Bidder, its Member or Associate (or any constituent thereof), and the
bidder or Concessionaire, if any, for the Project, its contractor(s) or sub-
contractor(s) (or any constituent thereof) have common controlling
shareholders or other ownership interest; provided that this
disqualification shall not apply in cases where the direct or indirect
shareholding or ownership interest of an Bidder, its Member or
Associate (or any shareholder thereof having a shareholding of more
than 5% (five per cent) of the paid up and subscribed share capital of
such Bidder, Member or Associate, as the case may be,) in the bidder or
Concessionaire, if any, or its contractor(s) or sub-contractor(s) is less
than 5% (five per cent) of the paid up and subscribed share capital of
such Concessionaire or its contractor(s) or sub-contractor(s); provided
further that this disqualification shall not apply to ownership by a bank,
insurance company, pension fund or a Public Financial Institution
referred to in sub-section (72) of section 2 of the Companies Act, 2013.
For the purposes of this sub-clause (h), indirect shareholding shall be
computed in accordance with the provisions of sub-clause (a) above.
For purposes of this RFP, Associate means, in relation to the Bidder, a person
who controls, is controlled by, or is under the common control with such
Bidder (the “Associate”). As used in this definition, the expression “control”
means, with respect to a person which is a company or corporation, the
ownership, directly or indirectly, of more than 50% (fifty per cent) of the
voting shares of such person, and with respect to a person which is not a
company or corporation, the power to direct the management and policies of
such person by operation of law or by contract.
2.3.4 An Bidder eventually appointed to provide Consultancy for this Project, and its
Associates, shall be disqualified from subsequently providing goods or works
or services related to the construction and operation of the same Project and any
breach of this obligation shall be construed as Conflict of Interest; provided that
the restriction herein shall not apply after a period of 5 (five) years from the
completion of this assignment or to consulting assignments granted by banks/
lenders at any time; provided further that this restriction shall not apply to
21
consultancy/ advisory services performed for the NMCG in continuation of this
Consultancy or to any subsequent consultancy/ advisory services performed for
the NMCG in accordance with the rules of the NMCG. For the avoidance of
doubt, an entity affiliated with the Project Engineer shall include a partner in the
Project Engineer’s firm or a person who holds more than 5% (five per cent) of
the subscribed and paid up share capital of the Project Engineer, as the case may
be, and any Associate thereof.
2.4 Number of Proposals
No Bidder or its Associate shall submit more than one Proposal for the
Consultancy. A Bidder applying individually or as an Associate shall not be
entitled to submit another Proposal either individually or as a member of any
consortium, as the case may be.
2.5 Cost of Proposal
The Bidders shall be responsible for all of the costs associated with the
preparation of their Proposals and their participation in the Selection Process
including subsequent negotiation, visits to the NMCG, Project site etc. The
NMCG will not be responsible or in any way liable for such costs, regardless of
the conduct or outcome of the Selection Process.
2.6 Site visit and verification of information
Bidders are encouraged to submit their respective Proposals after visiting the
Project site and ascertaining for themselves the site conditions, traffic, location,
surroundings, climate, access to the site, availability of drawings and other data
with the NMCG, Applicable Laws and regulations or any other matter
considered relevant by them. Visits shall be organised for the benefit of
prospective Bidders on dates, time and venue as specified in Clause 1.9.
2.7 Acknowledgement by Bidder
2.7.1 It shall be deemed that by submitting the Proposal, the Bidder has:
(a) made a complete and careful examination of the RFP;
(b) received all relevant information requested from the NMCG;
(c) acknowledged and accepted the risk of inadequacy, error or mistake in the
information provided in the RFP or furnished by or on behalf of the
NMCG or relating to any of the matters referred to in Clause 2.6 above;
(d) satisfied itself about all matters, things and information, including matters
referred to in Clause 2.6 herein above, necessary and required for
submitting an informed Proposal and performance of all of its obligations
thereunder;
(e) acknowledged that it does not have a Conflict of Interest; and
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(f) agreed to be bound by the undertaking provided by it under and in terms
hereof.
2.7.2 The NMCG shall not be liable for any omission, mistake or error on the part of
the Bidder in respect of any of the above or on account of any matter or thing
arising out of or concerning or relating to RFP or the Selection Process,
including any error or mistake therein or in any information or data given by the
NMCG.
2.8 Right to reject any or all Proposals
2.8.1 Notwithstanding anything contained in this RFP, the NMCG reserves the right
to accept or reject any Proposal and to annul the Selection Process and reject all
Proposals, at any time without any liability or any obligation for such
acceptance, rejection or annulment, and without assigning any reasons thereof.
2.8.2 Without prejudice to the generality of Clause 2.8.1, the NMCG reserves the
right to reject any Proposal if:
(a) at any time, a material misrepresentation is made or discovered, or
(b) the Bidder does not provide, within the time specified by the NMCG, the
supplemental information sought by the NMCG for evaluation of the
Proposal.
Misrepresentation/ improper response by the Bidder may lead to the

disqualification of the Bidder. If such disqualification / rejection occurs after
the Proposals have been opened and the highest ranking Bidder gets disqualified
/ rejected, then the NMCG reserves the right to consider the next best Bidder,
or take any other measure as may be deemed fit in the sole discretion of the
NMCG, including annulment of the Selection Process.
B. DOCUMENTS
2.9 Contents of the RFP
This RFP comprises the Disclaimer set forth hereinabove, the contents as listed
below and will additionally include any Addendum / Amendment issued in
accordance with Clause 2.11:
Request for Proposal
1 Introduction
2 Instructions to Bidders
3 Criteria for Evaluation
4 Fraud and corrupt practices
5 Pre-Bid Conference
6 Miscellaneous
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Schedules
1 Terms of Reference
2 Form of Agreement
3 Guidance Note on Conflict of Interest
Appendices
Appendix-I: Technical Proposal

Form-1: Letter of Proposal
Form-2: Particulars of the Bidder
Form-3: Statement of Legal Capacity
Form-4: Power of Attorney
Form-5: Financial Capacity of Bidder
Form-6: Particulars of Personnel
Form-7: Proposed Methodology and Work Plan
Form-8: Abstract of Eligible Assignments of Bidder
Form-9: Abstract of Eligible Assignments of Personnel
Form-10: Eligible Assignments of Bidder
Form-11: Eligible Assignments of Personnel
Form-12: Curriculum Vitae (CV) of Personnel
Form-13: Proposal for Sub-Project Engineer(s)
Form-14: Certificate for Associates.
Form-15: Format of Bid Security Bank Guarantee
Appendix–II: Financial Proposal

Form-1: Financial Proposal
2.10 Clarifications
2.10.1 Bidders requiring any clarification on the RFP may submit their queries to the
NMCG through GeM portal before the date mentioned in the Schedule of
Selection Process at Clause 1.8.
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The NMCG shall endeavour to respond to the queries within the period
specified therein but not later than the date specified in the clause 1.8. The
NMCG will post the reply to all such queries on the GeM portal and without
identifying the source of queries. NMCG shall not be held responsible in any
manner if prospective Bidders miss any notifications placed on GeM Portal.
2.10.2 The NMCG reserves the right not to respond to any questions or provide any
clarifications, in its sole discretion, and nothing in this Clause 2.10 shall be
construed as obliging the NMCG to respond to any question or to provide any
clarification.
2.11 Amendment of RFP
2.11.1 At any time prior to the deadline for submission of Proposal, the NMCG may,
for any reason, whether at its own initiative or in response to clarifications
requested by an Bidder, modify the RFP document by the issuance of
Addendum/ Amendment and posting it on GeM portal.
2.11.2 In order to afford the Bidders a reasonable time for taking an amendment into
account, or for any other reason, the NMCG may, in its sole discretion, extend
the Proposal Due Date.
C. PREPARATION AND SUBMISSION OF PROPOSAL
2.12 Language
The Proposal with all accompanying documents (the “Documents”) and all
communications in relation to or concerning the Selection Process shall be in
English language and strictly on the forms provided in this RFP. No supporting
document or printed literature shall be submitted with the Proposal unless
specifically asked for and in case any of these Documents is in another
language, it must be accompanied by an accurate translation of the relevant
passages in English, in which case, for all purposes of interpretation of the
Proposal, the translation in English shall prevail.
2.13 Format and signing of Proposal
2.13.1 The Bidder shall provide all the information sought under this RFP. The NMCG
would evaluate only those Proposals that are received in the specified forms and
complete in all respects.
2.13.2 Deleted
2.13.3 The Proposal shall be typed or written in indelible ink and signed by the
authorised signatory of the Bidder who shall initial each page. In case of printed
and published Documents, only the cover shall be initialled. All the alterations,
omissions, additions, or any other amendments made to the Proposal shall be
initialled by the person(s) signing the Proposal. At the time of uploading, the
Proposals shall be digitally signed by the bidder or a person or persons duly
authorised to bind the bidder to the contract (the “Authorised Representative”)
as detailed below:
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(a) by the proprietor, in case of a proprietary firm; or
(b) by a partner, in case of a partnership firm and/or a limited liability

partnership; or
(c) by a duly authorised person holding the Power of Attorney, in case of a

Limited Company or a corporation; or
A copy of the Power of Attorney certified under the hands of a partner or

director of the Bidder and notarised by a notary public in the form specified in
Appendix-I (Form-4) shall accompany the Proposal.
2.13.4 Bidders should note the Proposal Due Date, as specified in Clause 1.8, for
submission of Proposals. Except as specifically provided in this RFP, no
supplementary material will be entertained by the NMCG, and that evaluation
will be carried out only on the basis of Documents received by the closing time
of Proposal Due Date as specified in Clause 2.17.1. Bidders will ordinarily not
be asked to provide additional material information or documents subsequent to
the date of submission, and unsolicited material if submitted will be summarily
rejected. For the avoidance of doubt, the NMCG reserves the right to seek
clarifications under and in accordance with the provisions of Clause 2.24.
2.14 Technical Proposal
2.14.1 Bidders shall submit the technical proposal in the formats at Appendix-I (the
“Technical Proposal”).
2.14.2 While submitting the Technical Proposal, the Bidder shall, in particular, ensure
that:
(a) The Bid Security is provided;
(b) all forms are submitted in the prescribed formats and signed by the
prescribed signatories;
(c) Power of Attorney, if applicable, is executed as per Applicable Laws;
(d) CVs of both Key Expert and Non-key Expert have been included.
(e) Personnel have been proposed only if they meet the Conditions of
Eligibility laid down at Clause 2.1.4 of the RFP;
(f) No alternative proposal for any Personnel is being made and only one
CV for each position has been furnished;
(g) the CVs have been recently signed and dated by the respective Personnel
and countersigned by the Bidder. Unsigned / countersigned CVs shall
be rejected;
(h) the CVs shall contain an undertaking from the respective Personnel
about his/her availability for the duration specified in the RFP;
26
(i) Personnel proposed have good working knowledge of English
language;
(j) Personnel would be available for the period indicated in the TOR;
(k) No Personnel should have attained the age of 57 (Fifty-Seven) years at

the time of submitting the proposal; and
(l) the proposal is responsive in terms of Clause 2.22.3.
(m) In addition to the above each Bidder is required to fill and submit a soft
copy of the data sheet in MS Excel format. The Excel sheet is available
in the website of NMCG for downloading purpose.
2.14.3 Failure to comply with the requirements spelt out in this Clause 2.14 shall make
the Proposal liable to be rejected.
2.14.4 If an individual Personnel makes a false averment regarding his qualification,

experience or other particulars, or his commitment regarding availability for the
Project is not fulfilled at any stage after signing of the Agreement, he shall be
liable to be debarred for any future assignment of the NMCG for a period of 5
(five) years. The award of this Consultancy to the Bidder may also be liable to
cancellation in such an event.
2.14.5 The Technical Proposal shall not include any financial information relating to
the Financial Proposal.
2.14.6 The proposed team shall be composed of experts and specialists (the “Key
Expert”) in their respective areas of expertise and managerial/support staff (the
“Non Key Expert”) such that the Project Engineer should be able to complete
the Consultancy within the specified time schedule. The Personnel specified in
Clause 2.1.4 shall be included in the proposed team of Project Engineer. Other
competent and experienced Key Expert in the relevant areas of expertise must
be added as required for successful completion of this Consultancy. The CV of
each such Key Expert, if any, should also be submitted in the format at Form-
12 of Appendix-I.
2.14.7 A Bidder may, if it considers necessary, propose suitable Sub-Project Engineers

in specific areas of expertise. Credentials of such Sub-Project Engineers should
be submitted in Form-13 of Appendix-I. A Sub-Project Engineer, however,
shall not be a substitute for any Personnel.
2.14.8 The NMCG reserves the right to verify all statements, information and
documents, submitted by the Bidder in response to the RFP. Any such
verification or the lack of such verification by the NMCG to undertake such
verification shall not relieve the Bidder of its obligations or liabilities hereunder
nor will it affect any rights of the NMCG thereunder.
2.14.9 In case it is found during the evaluation or at any time before signing of the
Agreement or after its execution and during the period of subsistence thereof,
that one or more of the eligibility conditions have not been met by the Bidder
or the Bidder has made material misrepresentation or has given any materially
27
incorrect or false information, the Bidder shall be disqualified forthwith if not
yet appointed as the Project Engineer either by issue of the LOA or entering into
of the Agreement, and if the Selected Bidder has already been issued the LOA
or has entered into the Agreement, as the case may be, the same shall,
notwithstanding anything to the contrary contained therein or in this RFP, be
liable to be terminated, by a communication in writing by the NMCG without
the NMCG being liable in any manner whatsoever to the Bidder or Project
Engineer, as the case may be.
In such an event, the NMCG shall forfeit and appropriate the Bid Security as
mutually agreed pre-estimated compensation and damages payable to the
NMCG for, inter alia, time, cost and effort of the NMCG, without prejudice to
any other right or remedy that may be available to the NMCG.
2.15 Financial Proposal
2.15.1 Financial proposal to be submitted online only through GeM portal and no hard
copy should be submitted. Bidders are required to download the BOQ file and
duly complete the blue coloured (unprotected) cells with their respective
financial quotes and other details (such as name of the bidder etc.). No other
cells should be changed. Once the details have been completed, the bidder
should save it and submit the digitally signed BoQ, without changing the
filename. If the BOQ file is found to be modified by the bidder, the bid will be
rejected.
2.15.2 While submitting the Financial Proposal, the Bidder shall ensure the following:
(i) All the costs associated with the assignment shall be included in the
Financial Proposal. These shall normally cover remuneration for all the
Personnel (Resident, in the field, office etc.), accommodation, air fare,
equipment, printing of documents, surveys, geo-technical investigations
etc. The total amount indicated in the Financial Proposal shall be without
any condition attached or subject to any assumption, and shall be final and
binding. In case any assumption or condition is indicated in the Financial
Proposal, it shall be considered non-responsive and liable to be rejected.
(ii) The Financial Proposal shall take into account all expenses and tax
liabilities. For the avoidance of doubt, it is clarified that all taxes shall be
deemed to be included in the costs shown under different items of the
Financial Proposal. Further, all payments shall be subject to deduction of
taxes at source as per Applicable Laws.
(iii) Costs (including break down of costs) shall be expressed in INR.
2.16 Submission of Proposal
2.16.1 The Bidders shall upload the electronic copy of the Proposal (with all pages
numbered serially and by giving an index of submissions) through GeM portal
after digitally signing of all the documents.
2.16.2 The Bidder shall upload the Technical Proposal and the Financial Proposal
separately by using the appropriate sections on GeM portal.
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2.16.3 The Bidder, on or before the specified date and time, shall submit the hard copy
of original Bid Security, Power of Attorney and Joint Bidding agreement (if
applicable) in a sealed envelope which will bear the address of the NMCG, RFP
Notice number, Consultancy name as indicated at Clauses 1.11.1 and 1.11.3 and
the name and address of the Bidder. It shall bear on top, the following:
“Do not open, except in presence of the Authorised Person of the NMCG”
If the envelope is not sealed and marked as instructed above, the NMCG
assumes no responsibility for the misplacement or premature opening of the
contents of the documents submitted and consequent losses, if any, suffered by
the Bidder.
For avoidance of doubt, it is clarified that the Bidder will not be required to
submit a hard copy of its Technical and/or Financial Proposal, and if a hard copy
of the said proposal(s) is submitted, then the Proposal submitted by such Bidder
shall be rejected as being non-responsive.
2.16.4 Deleted
2.16.5 Deleted
2.16.6 The Proposal shall be made in the Forms specified in this RFP. Any attachment
to such Forms must be provided on separate sheets of paper and only
information that is directly relevant should be provided. This may include
photocopies of the relevant pages of printed documents. No separate documents
like printed annual statements, company brochures, copy of contracts etc. will
be entertained.
2.16.7 The rates quoted shall be firm throughout the period of performance of the
assignment and discharge of all obligations of the Project Engineer under the
Agreement.
2.17 Proposal Due Date
2.17.1 Proposal should be submitted on or before the specified time on Proposal Due
Date as mentioned in Clause 1.8 at the GeM portal.
2.17.2 The NMCG may, in its sole discretion, extend the Proposal Due Date by issuing
an Addendum in accordance with Clause 2.11 uniformly for all Bidders.
2.18 Late Proposals
Bidders are encouraged to submit their proposals online well in advance before
the prescribed due date and time to avoid any delay or problem during the bid
submission process. The Tender Inviting Authority will not be held responsible
for any sort of delay or the difficulties faced during the submission of bids
online by the bidders due to link failure/ internet problem etc.
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2.19 Modification/ substitution/ withdrawal of Proposals
2.19.1 The Bidder may modify their bids by using the appropriate option for bid
modification on GeM portal prior to Proposal Due Date. No Proposal shall be
modified, substituted, or withdrawn by the Bidder on or after the Proposal Due
Date.
2.19.2 Deleted
2.19.3 Deleted
2.20 Bid Security
2.20.1 The Bidder shall furnish as part of its Proposal, a bid security of Rs. 9,15,274 (Nine
Lakh Fifteen Thousand Two Hundred Seventy Four only) in the form of Bank
Guarantee/ e-Bank Guarantee issued by one of the Nationalised/ Scheduled Banks in
India in favour of the National Mission for Clean Ganga payable at New Delhi (the
“Bid Security”). The bid securities of unsuccessful bidders, during first stage i.e.
technical evaluation, shall be returned within 30 days from the date of declaration of
technical evaluation result. The bid securities of remaining bidders shall be returned
upon the Selected Bidder signing the Agreement, but in no case not later than 45
(Forty-Five) days from the expiry of validity of proposal.
2.20.2 Any Bid not accompanied by the Bid Security shall be rejected by the NMCG as non-
responsive.
2.20.3 The NMCG shall not be liable to pay any interest on the Bid Security and the same
shall be interest free.
2.20.4 The Bidder, by submitting its Proposal pursuant to this RFP, shall be deemed to have
acknowledged that without prejudice to the NMCG’s any other right or remedy
hereunder or in law or otherwise, the Bid Security shall be forfeited and appropriated
by the NMCG as the mutually agreed pre-estimated compensation and damage payable
to the NMCG for, inter alia, the time, cost and effort of the NMCG in regard to the
RFP including the consideration and evaluation of the Proposal under the following
conditions:
(a) If a Bidder submits a non-responsive Proposal;
(b) If a Bidder engages in any of the Prohibited Practices specified in Section 4 of

this RFP;
(c) If a Bidder withdraws its Proposal during the period of its validity as specified
in this RFP and as extended by the Bidder from time to time;
(d) In the case of the Selected Bidder, if the Bidder fails to reconfirm its
commitments during negotiations as required vide Clause 2.25.1;
(e) In the case of a Selected Bidder, if the Bidder fails to sign the Agreement or
commence the assignment as specified in Clauses 2.29 and 2.30 respectively;
or
(f) If the Bidder is found to have a Conflict of Interest as specified in Clause 2.3.
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2.20.5 If the bidder is registered under Micro and small Enterprises (MSE) as defined in the
MSE procurement policy issued by Department of Micro, Small and Medium
Enterprises (MSME), such bidder is exempted from furnishing only the bid security as
mentioned in clause 2.20.1
2.21 Performance Security
2.21.1 The Bidder, by submitting its Proposal pursuant to this RFP, shall be deemed
to have acknowledged that without prejudice to the NMCG’s any other right or
remedy hereunder or in law or otherwise, its Performance Security shall be
forfeited and appropriated by the NMCG as the mutually agreed pre-estimated
compensation and damages payable to the NMCG for, inter alia, the time, cost
and effort of the NMCG in regard to the RFP, including the consideration and
evaluation of the Proposal, under the following conditions:
(a) If an Bidder engages in any of the Prohibited Practices specified in Clause

4.1 of this RFP;
(b) if the Bidder is found to have a Conflict of Interest as specified in Clause

2.3; and
(c) if the Selected Bidder commits a breach of the Agreement.
2.21.2 An amount equal to 10% (Ten percent) of the Agreement Value shall be deemed
to be the Performance Security for the purposes of this Clause 2.21, which may
be forfeited and appropriated in accordance with the provisions hereof.
2.21.3 If the selected Bidders fails to submit the Performance Guarantee before the
signing of the agreement, the LoA shall be deemed to be withdrawn and the Bid
security shall be forfeited by NMCG as the compensation payable to NMCG
for the loss of time, cost and effort of NMCG in regard to the RFP.
2.21.4 The Performance Guarantee shall remain valid up to 180 days beyond the end
of the contract period. In case any extension in the contract period, accordingly,
the validity of the Performance Guarantee shall be extended.
D. EVALUATION PROCESS
2.22 Evaluation of Proposals
2.22.1 The electronic “Technical Proposals” shall be opened first, through GeM portal
on the date and time specified in clause 1.8. The “Financial Proposals” shall
remain unopened in the GeM portal, until the subsequent public opening
following the evaluation of the Technical Proposals.
2.22.3 Prior to evaluation of Proposals, the NMCG will determine whether each
Proposal is responsive to the requirements of the RFP. The NMCG may, in its
sole discretion, reject any Proposal that is not responsive hereunder. A Proposal
shall be considered responsive only if:
(a) the Technical Proposal is received in the form specified at Appendix-I;
31
(b) it is received by the Proposal Due Date including any extension thereof
pursuant to Clause 2.17;
(c) it is accompanied by the Bid Security as specified in Clause 2.20.1.
(d) it is scanned and digitally signed as stipulated in Clauses 2.13 and 2.16;
(e) it is accompanied by the Power of Attorney as specified in Clause 2.2.4;
(f) it contains all the information (complete in all respects) as requested in

the RFP;
(g) it does not contain any condition or qualification; and
(h) it is not non-responsive in terms hereof.
2.22.4 The NMCG reserves the right to reject any Proposal which is non-responsive
and no request for alteration, modification, substitution or withdrawal shall be
entertained by the NMCG in respect of such Proposals.
2.22.5 The NMCG shall subsequently examine and evaluate Proposals in accordance
with the Selection Process specified at Clause 1.6 and the criteria set out in
Section 3 of this RFP.
2.22.6 After the technical evaluation, the NMCG shall prepare a list of shortlisted
Bidders in terms of Clause 3.2 for opening of their Financial Proposals. A date,
time and venue will be notified to all Bidders for announcing the result of
evaluation and opening of Financial Proposals. Before opening of the Financial
Proposals, the list of pre-qualified and shortlisted Bidders along with their
Technical Score will be read out. The opening of Financial Proposals shall be
done in presence of respective representatives of Bidders who choose to be
present. The NMCG will not entertain any query or clarification from Bidders
who fail to qualify at any stage of the Selection Process. The financial
evaluation and final ranking of the Proposals shall be carried out in terms of
Clauses 3.3 and 3.4.
2.22.7 Bidders are advised that Selection shall be entirely at the discretion of the
NMCG. Bidders shall be deemed to have understood and agreed that the NMCG
shall not be required to provide any explanation or justification in respect of any
aspect of the Selection Process or Selection.
2.22.8 Any information contained in the Proposal shall not in any way be construed as
binding on the NMCG, its agents, successors or assigns, but shall be binding
against the Bidder if the Consultancy is subsequently awarded to it.
2.23 Confidentiality
Information relating to the examination, clarification, evaluation, and

recommendation for the selection of Bidders shall not be disclosed to any person
who is not officially concerned with the process or is not a retained professional
adviser advising the NMCG in relation to matters arising out of, or concerning
32
the Selection Process. The NMCG shall treat all information, submitted as part
of the Proposal, in confidence and shall require all those who have access to
such material to treat the same in confidence. The NMCG may not divulge any
such information unless it is directed to do so by any statutory entity that has
the power under law to require its disclosure or is to enforce or assert any right
or privilege of the statutory entity and/or the NMCG or as may be required by
law or in connection with any legal process.
2.24 Clarifications
2.24.1 To facilitate evaluation of Proposals, the NMCG may, at its sole discretion, seek
clarifications from any Bidder regarding its Proposal. Such clarification(s) shall
be provided within the time specified by the NMCG for this purpose. Any
request for clarification(s) and all clarification(s) in response thereto shall be in
writing.
2.24.2 If a Bidder does not provide clarifications sought under Clause 2.24.1 above
within the specified time, its Proposal shall be liable to be rejected. In case the
Proposal is not rejected, the NMCG may proceed to evaluate the Proposal by
construing the particulars requiring clarification to the best of its understanding,
and the Bidder shall be barred from subsequently questioning such
interpretation of the NMCG.
E. APPOINTMENT OF PROJECT ENGINEER
2.25 Negotiations
2.25.1 The Selected Bidder may, if necessary, be invited for negotiations. The
negotiations shall generally not be for reducing the price of the Proposal, but
will be for re-confirming the obligations of the Project Engineer under this RFP.
Issues such as deployment of Personnel, understanding of the RFP,
methodology and quality of the work plan shall be discussed during
negotiations. It may be noted that NMCG reserves the right to ask the selected
bidder to justify and demonstrate that the prices proposed in the Financial
Proposal are not out of line with the rates being charged by the bidder for other
similar assignments.
2.25.2 The NMCG will examine the CVs of all other Personnel and those not found
suitable shall be replaced by the Bidder to the satisfaction of the NMCG.
2.25.3 The NMCG will examine the credentials of all Sub-Project Engineers proposed
for this Consultancy and those not found suitable shall be replaced by the Bidder
to the satisfaction of the NMCG.
2.26 Substitution of Key Expert & Non-Key Expert
2.26.1 The NMCG will not normally consider any request of the Selected Bidder for
substitution of Key Expert as the ranking of the Bidder is based on the
evaluation of Key Expert and any change therein may upset the ranking.
33
Substitution will, however, be permitted if the Key Expert is not available for
reasons not attributable to the Project Engineer as detailed in 2.26.2, subject to
equally or better qualified and experienced personnel being provided to the
satisfaction of the NMCG.
2.26.2 The NMCG expects all the Personnel to be available during implementation of
the Agreement. The NMCG will not consider substitution of Personnel except
for reasons not attributable to the Project Engineer such as any medical
incapacity/death/ resignation. The extent of permissible substitutions and
applicable penalties are as per clause 2.26.2 (a) and 2.26.2 (b).
2.26.2 (a) Maximum of three substitutions of Key Expert on account of resignation shall
be applicable without penalty during the entire contract period. However, 2nd
substitution for the same position shall be subject to deduction as detailed in this
clause. Such Substitution shall ordinarily be subject to equally or better
qualified and experienced personnel being provided to the satisfaction of the
NMCG. For substitutions against reasons other than mentioned above and
resignation (beyond permissible limit), a sum – up to 5% (Five per cent) of the
total remuneration specified for the original Key Expert may be deducted from
the payments due to the Project Engineer. In the case of a further substitutions
hereunder, such deduction shall be up to 10% (Ten per cent) of the total
remuneration specified for the original Key Expert for each substitution.
However, NMCG reserve the right to waive off the deduction in fee on the basis
of merits of the case.
2.26.2 (b) Maximum of four substitutions of Non Key Expert on account of resignation
shall be applicable without penalty during the entire contract period. However,
3rd substitution for the same position shall be subject to deduction as detailed
in this clause. Such Substitution shall ordinarily be subject to equally or better
NMCG. For substitutions against reasons other than mentioned above, a sum –
up to 5% (Five per cent) of the total remuneration specified for the original Non
Key Expert may be deducted from the payments due to the Project Engineer. In
the case of a further substitutions hereunder, such deduction shall be up to 10%
(Ten per cent) of the total remuneration specified for the original Non Key
Expert for each substitution. However, NMCG reserve the right to waive off the
deduction in fee on the basis of merits of the case.
2.27 In case any of the original approved personnel do not join and the replacement
of the same, subject to the provision under clause 2.26, shall also be counted
towards substitution.
2.28 Indemnity
The Project Engineer shall, subject to the provisions of the Agreement,

indemnify the NMCG for an amount not exceeding the value of the Agreement
for any direct loss or damage that is caused due to any deficiency in services.
2.29 Award of Consultancy
34
After selection, a Letter of Award (the “LOA”) shall be issued, in duplicate, by
the NMCG to the Selected Bidder and the Selected Bidder shall, within 3 (three)
days of the receipt of the LOA, sign and return the duplicate copy of the LOA
in acknowledgement thereof. In the event the duplicate copy of the LOA duly
signed by the Selected Bidder is not received by the stipulated date, the NMCG
may, unless it consents to extension of time for submission thereof, appropriate
the Bid Security of such Bidder as mutually agreed genuine pre-estimated loss
and damage suffered by the NMCG on account of failure of the Selected Bidder
to acknowledge the LOA, and the next highest-ranking Bidder may be
considered.
2.30 Execution of Agreement
After acknowledgement of the LOA as aforesaid by the Selected Bidder, it shall

execute the Agreement within the period prescribed in Clause 1.8. The Selected
Bidder shall not be entitled to seek any deviation in the Agreement.
2.31 Commencement of assignment
The Project Engineer shall commence the Services at the Project site within 7
(seven) days of the date of the Agreement, or such other date as may be mutually
agreed. If the Project Engineer fails to either sign the Agreement as specified in
Clause 2.29 or commence the assignment as specified herein, the NMCG may
invite the second ranked Bidder for negotiations. In such an event, the Bid
Security of the first ranked Bidder shall be forfeited and appropriated in
accordance with the provision of clause 2.20.4.
2.32 Proprietary data
Subject to the provisions of Clause 2.23, all documents and other information
provided by the NMCG or submitted by a Bidder to the NMCG shall remain or
become the property of the NMCG. Bidders and the Project Engineer, as the
case may be, are to treat all information as strictly confidential. The NMCG will
not return any Proposal or any information related thereto. All information
collected, analysed, processed or in whatever manner provided by the Project
Engineer to the NMCG in relation to the Consultancy shall be the property of
the NMCG.
35
3. CRITERIA FOR EVALUATION
3.1 Evaluation of Technical Proposals
3.1.1 In the first stage, the Technical Proposal will be evaluated on the basis of
Bidder’s experience, its understanding of TOR, proposed methodology and
Work Plan, and the experience of Key Expert. Only those Bidders whose
Technical Proposals get a score of 70 (seventy) marks or more out of 100 (one
hundred) shall qualify for further consideration.
3.1.2 Deleted.
3.1.3 The scoring criteria to be used for evaluation shall be as follows.
Item Parameter Maximum Criteria

Code Marks
1 Revenue from 100 Up to Rs 10 Cr: 50
Professional Fees Rs. 11-20 Cr: 70
More than Rs 20 Cr: 100
points
2. Relevant Experience 200 Up to 3 projects: 75
of the Bidder: 4-6 Projects: 150
STP Experience: 200 More than 6 projects: 200
3 Proposed 200 Understanding of TOR,

Methodology and Appreciation of key
Work Plan challenges and suggestions on
the TOR : 50
Innovation & quality
assurance: 100
Work & Manpower Plan : 50
4 Relevant Experience 500
of the Key Expert
i. Team Leader cum 90 Number of Eligible
Waste Water Expert Assignments: 90 points
Up to 2 assignments: 30
3-5 assignments: 40
6-8 assignments: 60
More than 8: 90
ii. Sr. Process Engineer 60 Number of Eligible
Assignments: 60 points
3-5 Assignments: 40
More than 5 assignments: 60
iii. Sr. Civil Engineer 70 Number of Eligible
3-5 Assignments: 50
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Item Parameter Maximum Criteria
Code Marks
vi. Sr. Engineer 60 Number of Eligible
(Mechanical) Assignments: 60 points
3-5 Assignments: 40
vii. Sr. Engineer 60 Number of Eligible
(Electrical) Assignments: 60 points
3-5 Assignments: 40
viii.. Sr. Engineer 60 Number of Eligible
(Instrumentation) Assignments: 60 points
3-5 Assignments: 40
ix. Sr. Structural Engineer 60 Number of Eligible
3-5 Assignments: 40
x. O & M Engineer-I 40 Number of Eligible
Grand Total 1000
Notes:
(i) Total points scored by each Bidder, after evaluation of Technical Proposal as per the
table above will be divided by 10 to assess the total marks for Technical Proposals. For
example, if the Bidders gets a score of say 775, then the marks for Technical Proposal
will be 775/10, which is equal to 77.5 marks.
3.1.4 Eligible Assignments
Eligible Technical Consultancy Assignments:

For the purposes of determining Conditions of Eligibility and for evaluating the
Proposals under this RFP, Project Management Consultancy (PMC)/Detailed Design/
Design Engineering construction supervision consultancy /Owner’s Engineer/
consultancy assignments for the following projects shall be deemed as eligible
assignments (the “Eligible Technical Assignments”):
(i) Sewerage Schemes or Sewerage Systems that includes at least one 25 MLD
Sewage Treatment Plant (STP)/Effluent Treatment Plant/Common Effluent
Treatment Plant.
37
Experience in PPP Projects:
Every Eligible Technical Assignments undertaken by the Applicant in project

management consultancy/advisory/design engineering/Owner’s Engineer/ consultancy
assignments in Sewerage Schemes or Sewerage Systems including Sewage Treatment
Plants undertaken through any form of Public Private Partnership (PPP) mode will be
counted as 2 (two) for evaluation under clause 3.1.3.
3.2 Short-listing of Bidders
Bidders ranked as aforesaid, shall be short-listed for financial evaluation in the

second stage. However, if the number of such Bidders is less than two, the
NMCG may, in its sole discretion, shortlist the Bidder(s) whose technical score
is less than 70 (seventy) points even if such Bidder(s) do(es) not qualify in terms
of Clause 3.1.1; provided that in such an event, the total number of short-listed
Bidders shall not exceed two.
3.3 Evaluation of Financial Proposal
3.3.1 In the second stage, the financial evaluation will be carried out as per this Clause
3.3. Each Financial Proposal will be assigned a financial score (SF).
3.3.2 For financial evaluation, the total cost indicated in the Financial Proposal
(BoQ), will be considered.
3.3.3 The NMCG will determine whether the Financial Proposals are complete,
unqualified and unconditional. The cost indicated in the Financial Proposal shall
be deemed as final and reflecting the total cost of services. Omissions, if any, in
costing any item shall not entitle the firm to be compensated and the liability to
fulfil its obligations as per the TOR within the total quoted price shall be that of
the Project Engineer. The lowest Financial Proposal (FM) will be given a
financial score (SF) of 100 points. The financial scores of other Proposals will
be computed as follows:
SF = 100 x FM/F
(F = amount of Financial Proposal)
3.4 Combined and final evaluation
3.4.1 Similar to the ranking of Financial Proposal, for calculating the final Technical
Score (ST) proposals with highest technical marks will be given a score 100
marks(TM). The Technical Score(ST) for other proposals will be computed as
follows:
ST = 100 x T/ TM
3.4.2 Proposals will finally be ranked according to their combined technical

(ST) and financial (SF) scores as follows:
S = ST x Tw + SF x Fw
38
Where S is the combined score, and Tw and Fw are weights assigned to Technical
Proposal and Financial Proposal, which shall be 0.70 and 0.30 respectively.
3.4.3 The Selected Bidder shall be the first ranked Bidder (having the highest
combined score). The second ranked Bidder shall be kept in reserve and may be
invited for negotiations in case the first ranked Bidder withdraws, or fails to
comply with the requirements specified in Clauses 2.25, 2.29 and 2.30, as the
case may be.
3.4.4 National Mission for Clean Ganga has simultaneously invited Request for
Proposal for the appointment of Project Engineer for (i) Saharanpur STP HAM
project in Uttar Pradesh, (ii) Gokul Barrage Mathura STP HAM Project in Uttar
Pradesh and (iii) Garden Reach STP HAM project in West Bengal. If any Bidder
turns out to be the highest ranked bidder for more than one project, the Bidder
will be allocated with the project for which he has highest financial score (in
case the bidder scored highest financial score as well in those project, then the
project in which the bidder having higher financial quote will be allocated).
In such a case NMCG shall invite the next highest ranked Bidder to match with
the financial proposal of the first overall highest ranked bidder, if the financial
quote of the second highest ranked bidder is higher than that of the first highest
ranked Bidder. In such a case the second highest ranked Bidder shall be the first
ranked Bidder for the second project. This process shall continue till the project
is awarded to the Selected Bidder.
39
4. FRAUD AND CORRUPT PRACTICES
4.1 The Bidders and their respective officers, employees, agents and advisers shall
observe the highest standard of ethics during the Selection Process.
Notwithstanding anything to the contrary contained in this RFP, the NMCG
shall reject a Proposal without being liable in any manner whatsoever to the
Bidder, if it determines that the Bidder has, directly or indirectly or through an
agent, engaged in corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice (collectively the “Prohibited
Practices”) in the Selection Process. In such an event, the NMCG shall, without
prejudice to its any other rights or remedies, forfeit and appropriate the Bid
Security or Performance Security, as the case may be, as mutually agreed
genuine pre-estimated compensation and damages payable to the NMCG for,
inter alia, time, cost and effort of the NMCG, in regard to the RFP, including
consideration and evaluation of such Bidder’s Proposal.
4.2 Without prejudice to the rights of the NMCG under Clause 4.1 hereinabove and
the rights and remedies which the NMCG may have under the LOA or the
Agreement, if an Bidder or Project Engineer, as the case may be, is found by
the NMCG to have directly or indirectly or through an agent, engaged or
indulged in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice during the Selection Process, or after
the issue of the LOA or the execution of the Agreement, such Bidder or Project
Engineer shall not be eligible to participate in any tender or RFP issued by the
NMCG during a period of 2 (two) years from the date such Bidder or Project
Engineer, as the case may be, is found by the NMCG to have directly or through
an agent, engaged or indulged in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice, as the case may
be.
4. 3 For the purposes of this Section, the following terms shall have the meaning
hereinafter respectively assigned to them:
(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the action of any
person connected with the Selection Process (for avoidance of doubt,
offering of employment to or employing or engaging in any manner
whatsoever, directly or indirectly, any official of the NMCG who is or has
been associated in any manner, directly or indirectly with the Selection
Process or the LOA or has dealt with matters concerning the Agreement
or arising therefrom, before or after the execution thereof, at any time prior
to the expiry of one year from the date such official resigns or retires from
or otherwise ceases to be in the service of the NMCG, shall be deemed to
constitute influencing the actions of a person connected with the Selection
Process); or (ii) save as provided herein, engaging in any manner
whatsoever, whether during the Selection Process or after the issue of the
LOA or after the execution of the Agreement, as the case may be, any
person in respect of any matter relating to the Project or the LOA or the
Agreement, who at any time has been or is a legal, financial or technical
40
Project Engineer/ adviser of the NMCG in relation to any matter
concerning the Project;
(b) “fraudulent practice” means a misrepresentation or omission of facts or

disclosure of incomplete facts, in order to influence the Selection Process;
(c) “coercive practice” means impairing or harming or threatening to impair

or harm, directly or indirectly, any persons or property to influence any
person’s participation or action in the Selection Process;
(d) “undesirable practice” means (i) establishing contact with any person
connected with or employed or engaged by the NMCG with the objective
of canvassing, lobbying or in any manner influencing or attempting to
influence the Selection Process; or (ii) having a Conflict of Interest; and
(e) “restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among Bidders with the objective of
restricting or manipulating a full and fair competition in the Selection
Process.
41
5. PRE-BID CONFERENCE
5.1 Pre-Bid Conference of the Bidders shall be convened at the designated date,
time and in the manner as specified in Clause 1.10.
5.2 During the course of Pre-Bid Conference, the Bidders will be free to seek
clarifications and make suggestions for consideration of the NMCG. The
NMCG shall endeavour to provide clarifications and such further information
as it may, in its sole discretion, consider appropriate for facilitating a fair,
transparent and competitive Selection Process.
42
6. MISCELLANEOUS
6.1 The Selection Process shall be governed by, and construed in accordance with,
the laws of India and the Courts in the State in which the NMCG has its
headquarters shall have exclusive jurisdiction over all disputes arising under,
pursuant to and/or in connection with the Selection Process.
6.2 The NMCG, in its sole discretion and without incurring any obligation or
liability, reserves the right, at any time, to:
(a) suspend and/or cancel the Selection Process and/or amend and/or
supplement the Selection Process or modify the dates or other terms and
conditions relating thereto;
(b) consult with any Bidder in order to receive clarification or further

information;
(c) retain any information and/or evidence submitted to the NMCG by, on
behalf of and/or in relation to any Bidder; and/or
(d) independently verify, disqualify, reject and/or accept any and all
submissions or other information and/or evidence submitted by or on
behalf of any Bidder.
6.3 It shall be deemed that by submitting the Proposal, the Bidder agrees and
releases the NMCG, its employees, agents and advisers, irrevocably,
unconditionally, fully and finally from any and all liability for claims, losses,
damages, costs, expenses or liabilities in any way related to or arising from the
exercise of any rights and/or performance of any obligations hereunder,
pursuant hereto and/or in connection herewith and waives any and all rights
and/or claims it may have in this respect, whether actual or contingent, whether
present or future.
6.4 All documents and other information supplied by the NMCG or submitted by
and Bidder shall remain or become, as the case may be, the property of the
NMCG. The NMCG will not return any submissions made hereunder. Bidders
are required to treat all such documents and information as strictly confidential.
6.5 The NMCG reserves the right to make inquiries with any of the clients listed by
the Bidders in their previous experience record.
43
SCHEDULES
44
SCHEDULE–1
(See Clause 1.1.3)
Sewage Treatment Plant (STP) & associated Infrastructure and operation and
maintenance in of all assets for 15 years at Gokul Barrage in Mathura, Uttar
Pradesh Under Hybrid Annuity based PPP mode
45
Terms of Reference (TOR)
for
PROJECT ENGINEER
Terms of Reference (TOR) for Project Engineer
1. Objective of the Project:
The objectives for engaging a Project Engineer are as follows:

a. To ensure effective development of Sewage Treatment Plant (STP) &
associated Infrastructure and operation and maintenance of all assets for 15
years at Gokul Barrage in Mathura, Uttar Pradesh, under Hybrid Annuity
based PPP mode, by the selected concessionaire in a time bound manner.
b. To ensure efficiency and continued performance of the assets in the long run
c. To ensure quality in the development of STPs by timely addressing critical
issues that may affect the adherence to the Key Performance Indicators.
d. To ensure best value for money to the project proponent.
2. Scope of the Project
2.1 These Terms of Reference for the Project Engineer (the “TOR”) are being
specified in view of the Contract Agreement to be entered between NMCG, UP
Jal Nigam and the Concessionaire (the “Concession Agreement”), for the
Development of Sewage Treatment Plant (STP) at Gokul Barrage in
Mathura, State of Uttar Pradesh under Hybrid Annuity PPP basis, on
design, build, finance operate and transfer (“DBFOT) basis under Hybrid
Annuity based PPP mode”). The scope of work for the concessionaire is as
follows:
(a) Designing, financing, rehabilitating, restoring, upgrading, supplying,

constructing, erecting, installing, testing, commissioning and completing
the following sewerage infrastructure works and facilities by the
scheduled construction completion date and operating and maintaining the
facilities and the associated infrastructure for 15 years from the date of
COD, in compliance to applicable laws, applicable permits, technical
specifications, designs and drawings, the construction plan, the EHS plan,
the resource plan, Mobilization plan of manpower, material & machinery,
QA/QC plan and good industry practices to ensure compliance with the
KPIs.;
Sewage Treatment Plant:

 Development of 60 MLD STP at Gokul Barrage.
Associated Infrastructure:
i. Aurangabad MPS near Gokul Barrage, Kala Pathhar IPS, Dairy Farm
46
(New) IPS, Ambakhar Nala, Aurangabad Upstream, Aurangabad Down
Stream and Kala Pathhar Nala (I& D) Tapping works, Intercepting Sewer,
Rising mains, Common Chamber near Gokul Barrage and ancillary works
(b) Operating and maintaining the all the Facilities from their respective COD
until the End of Concession, in accordance with Applicable Laws,
Applicable Permits, Technical Specifications, Designs and Drawings, the
relevant O&M Manual, ESHS Documents, and Good Industry Practices,
as applicable, to ensure compliance with the relevant KPIs; and
(c) Handback of all the Facilities upon End of Concession or Early

Termination of this Agreement in accordance with the Hand-back
Conditions and the Hand-back Requirements.
3. Definitions and interpretation

3.1 The words and expressions beginning with or in capital letters used in this TOR
and not defined herein but defined in the Concession Agreement shall have,
unless repugnant to the context, the meaning respectively assigned to them in
the Concession Agreement.
3.2 References to Articles, Clauses and Schedules in this TOR shall, except
where the context otherwise requires, be deemed to be references to the Articles,
Clauses and Schedules of the Concession Agreement, and references to
Paragraphs shall be deemed to be references to Paragraphs of this TOR.
3.3 The rules of interpretation stated in Clauses 1.2 & 1.3 of the Concession
Agreement shall apply, mutatis mutandis, to this TOR.
4. Role & Functions:

4.1 The role and functions of the Project Engineer shall include and not limited to
the following:
(i) Review, analysis and qualifying assessment of field investigations

carried out and reported by the Concessionaire in respect of topographical
surveys, hydraulic & hydrologic data verification, sub-surface
investigation including laboratory testing and reports of geologists
wherever applicable, investigation of construction material including lab
testing.
(ii) Review, analysis and qualifying assessment of Design Memorandums,
specifications and construction drawings prepared and submitted by the
concessionaire.
(iii) Conduct Kick Off meetings
(iv) Review and Monitor the submissions of the Concessionaire such as:
a. Work Schedule
b. Detailed Survey report
c. Basic Engineering
d. Detailed design and Drawings for
47
i. Civil Works
1. Geo-tech reports
2. Lab testing reports
3. Third Party Inspection report
ii. Mechanical and Electrical Works
iii. Automation and Instrumentation works
iv. Any other allied works
e. QA/QC plans
f. Environment Health and Safety Plan, material safety data and
hazardous chemicals if any.
(v) review of the Drawings and Documents as set forth in Paragraph 4 and 5;
(vi) Identification of Construction Milestones & Project progress monitoring
and issue of Milestone Construction Certificates, Construction
Completion Certificate, monitoring Trail run, recommendations for
issuance of COD certificate by Jal Nigam etc..
(vii) To Assist UP Jal Nigam for getting Statutory permissions
(viii) Ensure compliance with Statutory provisions under various applicable
laws
(ix) Review, inspection, supervision and monitoring of Construction Works
as set forth in Paragraph 6; conducting Tests on completion of
construction and issuing Completion/ Provisional Certificate as set forth
in Paragraph 6
(x) Review, inspection and monitoring of O&M as set forth in Paragraph 6;
(xi) determining, as required under the Concession Agreement, the costs of
any works or services and/or their reasonableness;
(xii) determining, as required under the Concession Agreement, the period or
any extension thereof, for performing any duty or obligation;
(xiii) Determining the Events of default and guidance on consequent
Termination notices and Payment as detailed in clauses 16.1 to 16.6 of the
Concession Agreement; or
(xiv) Determine deficiencies in the commissioning & trial runs; prepare the
final acceptance document for acceptance of commissioning & trial runs.
Prepare & Issue Commercial Operation certificate through UP Jal Nigam.
(xv) Any other matter which is not specified in ((xii), (xiii), or (xiv) above and
which creates an obligation or liability on the Employer /NMCG beyond
the provisions of the Concession Agreement.
(xvi) Ensuring Interim Availability of the existing Facilities during
construction period and certifying Scheduled Outages during Scheduled
Maintenance.
(xvii) The Project Engineer shall submit regular periodic reports, as specified
in the Concession Agreement to UP Jal Nigam and NMCG, in respect of
its duties and functions under the Concession Agreement.
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(xviii) The Project Engineer shall aid and advise the Employer on any proposal
for variation under Article 20 of the Concession Agreement.
(xix) Assisting the Parties in resolution of Disputes as set forth in Paragraph
10;
(xx) Assisting the employer in the fulfilment of Hand back requirements as
detailed in clause 19.3 of the Concession Agreement; and
(xxi) Undertaking all other duties and functions in accordance with this
agreement.
(xxii) Project Engineer shall utilize best of analytical tools /computational
models for review/analysis of structural/hydraulics wherever essential.
4.2 The Project Engineer shall discharge its duties in an efficient manner, consistent
with the highest standards of professionalism and Good Industry Practice.
4.3 The Project Engineer must function in a manner to assist and equip the employer
to ascertain that the Concessionaire shall operate and maintain the Facilities in
a manner that:
(i) Is in compliance with the Technical Specifications, Applicable Laws,
Applicable Permits and Good Industry Practice;
(ii) Results in the Facilities achieving the KPIs as detailed in schedule 10 of
the Concession Agreement and certify within 7 days the KPI adherence
Report as per clause 8.12 (c) of the Concession Agreement.
(iii) Ensures that the UP Jal Nigam Area Facilities are capable of treating
Sewage up to the Design Capacity on a daily basis;
(iv) Ensures efficient treatment of Sewage and handling and disposal of
STP By- Products and the Treated Effluent
(v) STP are safe and reliable, subject to normal wear and tear of the Facilities
and the Associated Infrastructure;
(vi) Is in compliance with the technology license agreement executed by the
Concessionaire for the technology, processes, know-how and systems
used or incorporated into the Facilities and/or the Associated
Infrastructure;
(vii) Maintains the safety and security of personnel, material and property at
the Site, in accordance with the approved EHS Plan, Applicable Laws
and Applicable Permits; and
(viii) Ensures that all waste materials and hazardous substances are stored
and/or disposed in accordance with the EHS Plan, Applicable Laws and
Applicable Permits.
4.4 Overall, The Project Engineer shall assist the UP Jal Nigam in supervising the
construction, rehabilitation, operation and maintenance of the Facilities and
shall work closely with the UP Jal Nigam and NMCG to monitor compliance
with the KPIs. The detailed scope of work of the Project Engineer during
various stages of the project, to be read in conjunction with the provisions of
49
4.5 If UP Jal Nigam/NMCG intends to replace the Project Engineer, the UP Jal
Nigam/NMCG shall, not less than 42 days before the intended date of
replacement, give notice to the Operator of the name, address and relevant
experience of the intended replacement Project Engineer. The UP Jal
Nigam/NMCG shall not replace the Project Engineer with a person against
whom the Operator raises reasonable objection by notice to the UP Jal
Nigam/NMCG, with supporting particulars.
4.6 The Project Engineer shall submit the manpower deployment schedule to UP
Jal Nigam and NMCG. Accordingly, the personnel shall be deployed at project
site.
4.7 Team Leader has to optimize the deployment of manpower as and when
required within the limit of provided man-days throughout the project tenure.
4.8 The Project Engineer shall submit the attendance sheet of deployment of
personnel
5. Development Period
5.1 During the Development Period, the Project Engineer shall undertake a detailed
review of the basic engineering Designs, furnished by the Concessionaire along
with supporting data, including the geo-technical and hydrological
investigations, characteristics of materials from borrow areas and quarry sites,
topographical surveys and Sewage Flow Analysis. The Project Engineer shall
complete such review and send its comments/observations to the UP Jal Nigam
and the Concessionaire within 10 (ten) days of receipt of such Drawings. In
particular, such comments shall specify the conformity or otherwise of such
Drawings with the Scope of the Project and Specifications and Standards.
5.2 The Project Engineer shall review and assist the UP Jal Nigam in approval of
the submissions by the concessionaire relating to the design and, Construction
Plan, of new STP and rehabilitation Plan of existing facilities so as to confirm
to the scope as per Schedule 1 of the Concession Agreement.
5.3 The basic engineering drawings for the construction and rehabilitation in the
above case shall mean the designs and documents to be submitted by the
Concessionaire and approved by the UP J al Ni gam as a Condition Precedent
and shall include but not limited to
(a) Conduct Kick off meeting, Scrutiny of contractor’s submittals

(b) Process description, process calculations and hydraulic
Calculations;
(c) List of design codes and standards;
(d) Master drawing schedule;
(e) Drainage design;
(f) STP Facilities layout;
(g) Process flow diagram;
50
(h) Hydraulic flow diagram;
(i) Mass balance diagram;
(j) Process and instrumentation diagram;
(k) Single line diagram;
(l) Electrical load list; and
(m) Structure design and drawings
(n) Pump Characteristics and
(o) General arrangement diagrams of all units of Facilities and;
(p) Any other information, design, drawings, etc needed for effective
Development/rehabilitation and operation of Facilities.
5.4 The Project Engineer shall review any modified Drawings or supporting
Documents sent to it by the Concessionaire and furnish its comments within 10
(ten) days of receiving such Drawings or Documents.
5.5 The Project Engineer shall review the detailed design, construction
methodology, quality assurance procedures and the procurement, engineering
and construction time schedule sent to it by the Concessionaire and furnish its
comments within 10 (ten) days of receipt thereof.
5.6 Upon reference by the NMCG/UP Jal Nigam, the Project Engineer shall review
and; comment on the EPC Contract or any other contract for construction,
operation and maintenance of the Project, and furnish its comments within 10
(ten) days from receipt of such reference from the NMCG/UP Jal Nigam
6. Construction Period
6.1 In respect of the Designs Drawing and Documents received by the Project
Engineer for its review and comments during the Construction Period, the
provisions of Paragraph 4 shall also apply, mutatis mutandis.
6.2 The Project Engineer shall review, and assist the UP Jal Nigam in reviewing the
submissions by the concessionaire, the Construction plan as defined in clause
7.2 and 7.3 of the Concession Agreement including Phase 1 and Phase II
Design & Drawings, as well as the ‘As Built’ drawings on completion and
EHS plans as defined in clause 7.4 of the Concession Agreement.
6.3 The Project Engineer shall assist the UP Jal Nigam submit their comments on
effectiveness or otherwise of the work plan submitted for meeting the specified
payment milestones and completion of the work on or before the scheduled
construction completion date.
6.4 The Project Engineer shall review, in particular, the submissions by the
Concessionaire as per Schedule 1 of the Concession Agreement, and assist UP
Jal Nigam in assessing the effectiveness them.
6.5 The Project Engineer shall review the monthly progress report furnished by the
Concessionaire and send its comments thereon to the / UP Jal Nigam and the
Concessionaire within 7 (seven) days of receipt of such report.
6.6 The Project Engineer shall inspect the Construction Works and the Project as
51
and when necessary, and submit a report of such inspection (the “Inspection
Report”), preferably after receipt of the monthly progress report from the
Concessionaire, but before the 20th (twentieth) day of each month in any case.
The report shall contain, an overview of the status, progress, quality and safety
of construction, including the work methodology adopted, the materials used
and their sources, and conformity of Construction Works with the Scope of the
Project and the Specifications and Standards. In a separate section of the
Inspection Report, the Project Engineer shall describe in reasonable detail the
lapses, defects or deficiencies observed by it in the construction of the Project.
The Project Engineer shall send a copy of its Inspection Report to the / UP Jal
Nigam and the Concessionaire within 3 (three) days of the inspection.
6.7 However serious lapses, defects and/or deficiencies shall be reported to the UP
Jal Nigam/NMCG immediately without waiting for the monthly progress
submissions as mentioned in the previous paragraph.
6.8 For determining that the Construction Works conform to Specifications and
Standards, the Project Engineer shall require the Concessionaire to carry out, or
cause to be carried out, tests on a sample basis, to be specified by the Project
Engineer in accordance with approved norms/Good Industry Practice for quality
assurance. The Project Engineer shall issue necessary directions to the
Concessionaire for ensuring that the tests are conducted in a fair and efficient
manner, and shall monitor and review the results thereof.
6.9 The timing of tests referred to in Paragraph 6.8, and the criteria for acceptance/
rejection of their results shall be determined by the Project Engineer in
accordance with the norms /rules and Good Industry Practice. The tests shall be
undertaken on a random sample basis and shall be in addition to, and
independent of, the tests that may be carried out by the Concessionaire for its
own quality assurance in accordance with Good Industry Practice.
6.10 In the event that the Concessionaire carries out any remedial works for removal
or rectification of any defects or deficiencies, the Project Engineer shall require
the Concessionaire to carry out, or cause to be carried out, tests to determine
that such remedial works have brought the Construction Works into conformity
with the Specifications and Standards, and the provisions of this Paragraph 5
shall apply to such tests.
6.11 In the event that the Concessionaire fails to achieve any of the Project
Milestones, the Project Engineer shall undertake a review of the progress of
construction and identify potential delays, if any. If the Project Engineer
identifies that completion of the Project is not feasible within the time specified
in the Concession Agreement, it shall require the Concessionaire to indicate
within 15 (fifteen) days the steps proposed to be taken to expedite progress, and
the period within which COD shall be achieved. Upon receipt of a report from
the Concessionaire, the Project Engineer shall review the same and send its
comments to the NMCG/ UP Jal Nigam and the Concessionaire forthwith.
6.12 If at any time during the Construction Period, the Project Engineer determines
that the Concessionaire has not made adequate arrangements for the safety of
workers and common public in the zone of construction or that any work is
being carried out in a manner that threatens the safety of the workers and the
52
common public, it shall make a recommendation to the NMCG/ UP Jal Nigam
forthwith, identifying the whole or part of the Construction Works that should
be suspended for ensuring safety in respect thereof.
6.13 In the event that the Concessionaire carries out any remedial measures to secure
the safety of suspended works and common public, it may, by notice in writing,
require the Project Engineer to inspect such works, and within 3 (three) days of
receiving such notice, the Project Engineer shall inspect the suspended works
and make a report to the NMCG/ UP Jal Nigam forthwith, recommending
whether or not such suspension may be revoked by the NMCG/ UP Jal Nigam.
6.14 If suspension of Construction Works is for reasons not attributable to the
Concessionaire, the Project Engineer shall determine the extension of dates set
forth in the project completion schedule, to which the Concessionaire is
reasonably entitled, and shall notify the NMCG/ UP Jal Nigam and the
Concessionaire of the same.
6.15 Upon reference from the NMCG/ UP Jal Nigam, the Project Engineer shall
make a fair and reasonable assessment of the costs of providing information,
works and services and certify the reasonableness of such costs for payment by
the NMCG/ UP Jal Nigam to the Concessionaire.
6.16 The Project Engineer shall aid and advise the Concessionaire in preparing the
Operation & Maintenance Manual.
6.17 Upon reference from the NMCG/ UP Jal Nigam the Project Engineer shall
undertake the assessment of cost of civil works, as per applicable schedule of
rates, for the reduction of Scope of work if any as per Article 20 of the
Concession Agreement.
6.18 The Project Engineer shall review the construction progress as per payment
milestones proposed by the concessionaire and provide necessary
recommendation/s to UP Jal Nigam for issuance of ‘Milestone Construction
Certificates’.
6.19 The Project Engineer shall support the employer in ensuring that the provisions
specified in Clause 8, of the Concession Agreement including those for
liquidated damages and Bonus, are being complied with.
6.20 On completion of construction and at behest of Employer, the Project Engineer
may review the work done as per ‘as built’ drawings and identify defects and
suggest changes as per clause 8.14 of the Concession Agreement.
6.21 Similarly, the Project Engineer may inspect the trial process and may point out
the defects and cause changes or retrial of the process as per the terms of the
Concession Agreement.
6.22 Project Engineer shall also ensure that the STP by-products and Treated
Effluents discharged from the Existing Facilities meet the relevant Discharge
Standards in accordance with the Clause 8.13 of the Concession Agreement.
7. Operation Period
7.1 In respect of the Designs, Drawings, and Documents received by the Project
Engineer for its review and comments during the Operation Period, the
53
provisions of Paragraph 4 shall apply, mutatis mutandis.
7.2 The Project Engineer shall review the O&M Manual and the Scheduled
Maintenance Programme submitted by the concessionaire and provides its
recommendations on the same, including suggestions for change, if any.
The O&M Manual shall cover:
a) O&M Procedures;
b) O&M Plan;
c) Provision of Spare Parts;
d) Sampling and Testing Methodologies;
e) Storage and control of Inventory;
f) Arrangements for data security and Integrity;
g) Procedures for recording and disposal of complaints;
h) Operational Contingencies Plans;
i) Human Resources Plans;
j) EHS Plans;
k) Emergency procedures;
l) Management of Assets Plans. And
m) Annual Scheduled Maintenance Programme.
7.3 The Project Engineer shall review the annual Maintenance Program furnished
by the Concessionaire and send its comments thereon to the NMCG/ UP Jal
Nigam and the Concessionaire within 10 (ten) days of receipt of the
Maintenance Program.
7.4 The Project Engineer shall review the reports generated from online monitoring
systems to assess adherence to KPIs and submit the monthly KPI Adherence
Report to UP Jal Nigam
7.5 The Project Engineer shall verify the daily reports submitted by the
concessionaire regarding the volume of sewage and its quality re influent
standards and monitor and record the same on regular basis;
7.6 The Project Engineer shall monitor, review and advise the UP Jal Nigam on the
reports submitted by the concessionaire as per clause 8.8(b)(iii) (A) to (G) of
7.7 The Project Engineer shall regularly verify the report submitted by the
concessionaire on the tests conducted at the Inlet Point, the Outlet Point or at
any other point at the Facilities for the Digested Sludge. Separately, the Project
Engineer shall also have the right to take random samples of the incoming
Sewage, the Digested Sludge and the Treated Effluent at any time during the
O&M Period to test compliance with the Influent Standards and the Discharge
Standards.
7.8 The Project Engineer shall review the monthly status report furnished by the
Concessionaire and send its comments thereon to the NMCG/ UP Jal Nigam
and the Concessionaire within 7 (seven) days of receipt of such report.
54
7.9 The Project Engineer shall inspect the Project once every month, preferably
after receipt of the monthly status report from the Concessionaire, but before
the 20th (twentieth) day of each month in any case, and make out an O&M
Inspection Report setting forth an overview of the status, quality and safety of
O&M including its conformity with the Maintenance Requirements and Safety
Requirements. In a separate section of the O&M Inspection Report, the Project
Engineer shall describe in reasonable detail the lapses, defects or deficiencies
observed by it in O&M of the Project. The Project Engineer shall send a copy
of its O&M Inspection Report to the NMCG/ UP Jal Nigam and the
Concessionaire within 7 (seven) days of the inspection.
7.10 The Project Engineer may inspect the project more than once in a month, if any
lapses, defects or deficiencies require such inspections.
7.11 The Project Engineer shall in its O&M Inspection Report specify the tests, if
any, that the Concessionaire shall carry out, or cause to be carried out, for the
purpose of determining that the project is in conformity with the Maintenance
Requirements. It shall monitor and review the results of such tests and the
remedial measures, if any, taken by the Concessionaire in this behalf.
7.12 The Project Engineer shall determine if any delay has occurred in completion
of repair or remedial works in accordance with the Concession Agreement, and
shall also determine the Damages, if any, payable by the Concessionaire to the
NMCG/ UP Jal Nigam for such delay.
7.13 The Project Engineer shall monitor and review the curing of defects and
deficiencies by the Concessionaire.
7.14 In the event that the Concessionaire notifies the Project Engineer of any
modifications that it proposes to make to the project, the Project Engineer shall
review the same and send its comments to the NMCG/ UP Jal Nigam and the
Concessionaire within 15 (fifteen) days of receiving the proposal.
7.15 The Project Engineer shall undertake sewage flow sampling, as and when
required by the NMCG/ UP Jal Nigam, under and in accordance with the
provisions of this agreement. Cost if any will be reimbursed as per actuals.
7.16 The Project Engineer shall review and report to the employer on all the reports
(Daily, Monthly, Quarterly and Annual), including monthly Environmental
Monitoring Reports as detailed in Schedule 10 of the Concession Agreement.
7.17 The Project Engineer shall provide necessary training/capacity building to the
operators/technicians of the STP, as and when required, so as to address the gap
in skill sets of the manpower deployed by the Concessionaire.
7.18 The Project Engineer will provide necessary assistance to NMCG and UP Jal
Nigam for the understanding various projects undertaken through other Central
Government/State Government schemes /Urban Local Bodies and advice
NMCG/UP Jal Nigam accordingly so that the overall objective preventing flow
of untreated sewage into the river Yamuna is accomplished. The support by the
55
proposed PE will include, but not limited to the following:
7.18.1 Preparation of a road map/policy note for completion of sewage related work
at the City Level taking into consideration various schemes implemented
through NMCG/Central/State Government funding and/or through Urban Local
Body funding;
7.18.2 Assist in developing dovetailing partnerships with other schemes in the sewage
sector like AMRUT, SMART City Mission and Swachh Bharat Mission to
develop Synergistic plans.
7.18.3 Assist in identification of suitable new technologies for improving sewage
infrastructure, economizing investment and for sustainable development and
operation of the project;
7.18.4 Collecting information on regular monitoring and of implementation of various
projects by the project implementing agencies/Urban Local Bodies and to
produce status report;
7.19 Assist in identification of bottlenecks in implementation of projects and
suggesting remedial actions.
8. Termination
8.1 At any time, not earlier than 90 (ninety) days prior to Termination but not later
than 15 (fifteen) days prior to such Termination, the Project Engineer shall, in
the presence of a representative of the Concessionaire, inspect the project for
determining compliance by the Concessionaire and, if required, cause tests to
be carried out at the Concessionaire’s cost for determining such compliance. If
the Project Engineer determines that the status of the Project is such that its
repair and rectification would require a larger amount then it shall recommend
retention of the required amount in the Escrow Account and the period of
retention thereof.
8.2 The Project Engineer shall inspect the Project once in every 15 (fifteen) days
during a period of 60 (sixty) days after Termination for determining the liability
of the Concessionaire, in respect of the defects or deficiencies specified therein.
If any such defect or deficiency is found by the Project Engineer, it shall make
a report in reasonable detail and send it forthwith to the NMCG/ UP Jal Nigam
and the Concessionaire.
9. Determination of costs and time

9.1 The Project Engineer shall determine the costs, and/or their reasonableness, that
are required to be determined by it under the Concession Agreement.
9.2 The Project Engineer shall determine the period, or any extension thereof, that
is required to be determined by it under the Concession Agreement.
10. Assistance in Dispute resolution

10.1 When called upon by either Party in the event of any Dispute, the Project
Engineer shall mediate and assist the Parties in arriving at an amicable
56
settlement.
10.2 In the event of any disagreement between the Parties regarding the meaning,
scope and nature of Good Industry Practice, as set forth in any provision of the
Concession Agreement, the Project Engineer shall specify such meaning, scope
and nature by issuing a reasoned written statement relying on good industry
practice and authentic literature.
11. Opinion and Assessment

As and when requested by NMCG/ UP Jal Nigam, the Project Engineer shall
provide its opinion and assessment on the events related to Emergency, Change
in Law, Force Majeure, Minor or total Casualties, Variation and unforeseen Site
conditions etc.
12. Miscellaneous
12.1 The Project Engineer shall notify its programme of inspection to the NMCG/
UP Jal Nigam and to the Concessionaire, who may, in their discretion, depute
their respective representatives to be present during the inspection.
12.2 A copy of all communications, comments, instructions, Drawings or Documents
sent by the Project Engineer to the Concessionaire pursuant to this TOR, and a
copy of all the test results with comments of the Project Engineer thereon shall
be furnished to the NMCG/ UP Jal Nigam forthwith.
12.3 The Project Engineer shall retain at least one copy each of all Drawings and
Documents received by it, including ‘as-built’ Drawings, and keep them in its
safe custody.
12.4 Upon completion of its assignment hereunder, the Project Engineer shall duly
classify and list all Drawings, Documents, results of tests and other relevant
records, and hand them over to the NMCG/ UP Jal Nigam or such other person
as the NMCG/ UP JAL NIGAM may specify, and obtain written receipt thereof.
Two copies of the said documents shall also be furnished in their editable digital
format or in such other medium or manner as may be acceptable to the
NMCG/UP Jal Nigam
12.5 Wherever no period has been specified for delivery of services by the Project
Engineer, the Project Engineer shall act with the efficiency and urgency
necessary for discharging its functions in accordance with Good Industry
Practice.
12.6 Project Engineers shall be expected to fully comply with all the provisions of
the “Terms of Reference”, and shall be fully responsible for supervising the
Design, Construction and maintenance and operation of the Facility in
accordance with the provisions of the Concession Agreement and other
schedules. Any failure of the Project Engineer in notifying to the Employer and
the Concessionaire on non- compliance of the provisions of the Concession
Agreement and other schedules by the Concessionaire, non-adherence to the
provision of this ToR and non-adherence to the time schedule prescribed under
this ToR shall amount to non-performance.
12.7 The project Engineer shall develop & maintain a project website and with the
57
approval of NMCG/UP Jal Nigam post from time to time, information (textual
and Audio- Visual) on project progress on a continuous basis. On completion
of services as per this RFP document, the website with all necessary technical
information shall be handed over to UP Jal Nigam.
13. Time and Payment Schedule
13.1 Subject to the provisions of Paragraph 13.1 of the TOR, the total duration for
the assignment shall be 3 years 6 months comprising of (a) 2 year 6 months
construction period (6 months development phase, 2 years of construction phase
and (b) 1 year operation & maintenance period for STP, This include the time
taken by UP Jal Nigam in providing the requisite documents or in conveying its
comments on the Draft Reports.
13.2 Time schedule for important Deliverables of the Consultancy and the payment
schedule linked to the specified Deliverables of the Concessionaire for the
Project. However, an indicative set of payments for the delivery of services are
as follows:
A. During Development Phase for Gokul Barrage in Mathura [Before Effective

Date of the project procurement]
(i) The development phase in this project is expected to be maximum six

months from the signing of the concession agreement by the
Concessionaire, although, this period might increase/decrease
depending on project specific situations. A maximum of 6% of the value
of contract (payable during the construction period) will be paid to the
Project Engineer during the development period.
(ii) Payment is limited to 1% per month of the contract value for

development phase of maximum six month. The billing shall be on the
basis of actual man-months / man-days deployed for the month along
with the submission of monthly progress report. If in any month, the
deployment is lower than 1% of the value then the balance of that month
shall be added to the next month on cumulative basis for billing purpose.
B. During construction phase for Gokul Barrage in Mathura [From the date of
Effective Date of the project procurement]
% of fee Cumulative
S. No Particulars
paid %
1 Certification for the achievement of first 10% 10%
construction milestone by the
Concessionaire
58
% of fee Cumulative
S. No Particulars
paid %
2 Certification for the achievement of 10% 20%
second construction milestone by the
Concessionaire
3 Certification for the achievement of third 10% 30%
construction milestone by the
Concessionaire
4 Certification for the achievement of 10% 40%
fourth construction milestone by the
Concessionaire
5 Monthly Payments are admissible as per 54% 94%
the deployment of Personnel. (*Please
see para (i) below)
(i) * Payment is limited to 2.25% per month of the contract value for construction
period plus carry-over from previous months or Development phase. The
billing shall be on the basis of man months/man-days deployed for the month
along with the submission of monthly progress report. If in any month, the
deployment is lower than 2.25% of the value then balance of in that month
shall be added to the next month on cumulative basis for billing purpose.
(ii) In case of monthly billing during development phase (before Effective Date
declaration) less than 6% (of construction period fee) including for the reason
of the early ‘Effective Date’ declaration, the balance payment (of the
development period) shall be considered as savings. Similarly, monthly billing
during construction phase less than 54% (of construction period fee), the
balance payment (of the Construction Phase) shall be considered as savings.
Such savings from monthly billings during development phase and
construction phase can either be utilized against additional man-days
requirement, if any, beyond scheduled development phase or scheduled
construction period or claimed in lump sum in the final milestone bill on
construction completion of the project, as the case may be.
C. Payment of fees for supervision of O&M for Gokul Barrage in Mathura
S.No. Particulars % of Fee Paid Cumulative

%
1 Payment during O & M period on 8 % for each 96 %
submission of certificate for adherence month = 96 %
to KPIs on prorate basis for 12 months
(Billing on the basis of man days/man
months spend on the project )
2 Final certification of 12 months of O & 4% 100%
M period.
13.3 Payment shall be made in respect of each Deliverable upon completion thereof,
for which bills may be raised by the Project Engineer.
59
13.4 For the monthly billing purposes, the Project Engineer shall submit along with
monthly report, the attendance sheet duly verified by Executing Agency, in
respect of personnel deployed at site during the month.
13.5 Expected man-days for each both key and non-key Expert as required in the
Clause 2.1.4 of the RFP document:
Man-days
Nos. Development and

Position O&M
Construction
period
period
Key Experts
Team Leader cum Waste Water Engineer 1 820 -
Senior Process Engineer 1 180 30
Senior Civil Engineer 1 450 -
Senior Mechanical Engineer 1 180 15

Senior Electrical Engineer 1 180 15
Senior Instrumentation Engineer 1 180 15
Senior Structural Engineer 1 240 -
1 - 365
O & M Engineer
Sub total 8 2230 440

Non Key Experts
Safety Expert 1 730 -
Support Engineer – Process 1 425 -
Support Engineer – Civil 1 730 -
Support Engineer – Mechanical 1 365 -
Support Engineer – Electrical 1 365 -
Support Engineer – QA/QC 1 730 -
Support Engineer – O & M 1 - 365
MIS Coordinator Cum Document 1 -
730
Controller
Sub Total 8 4075 365
Total 16 6305 805
13.6 In case of delay in completion of construction for reasons attributable to

concessionaire/UPJN for a period beyond of 3 months from the scheduled date
of construction completion, the Project Engineer will be paid additional
compensation based on actual additional personnel requirement based on
mutual assessment, subject to the adjustment of the savings (if any, pursuant to
clause 13.2 (B) (ii) and limited to pro-rata basis fee quoted for construction
60
period, for such extended period. There shall however be no changes in the
milestone payments.
14. Review Meetings (Quarterly)
14.1 The Project Engineer’s activities, progress etc. shall be reviewed through
quarterly review meeting or as and when required by UP Jal Nigam/ NMCG.
15. Reporting
15.1 The Project Engineer may prepare Issue Papers highlighting issues that could
become critical for the timely completion of the Project and that require
attention from UP Jal Nigam/NMCG. The Project Engineer shall report to UP
Jal Nigam for routine activities and deliverables. All major and critical issues
shall be reported to NMCG and UP Jal Nigam simultaneously.
15.2 The Project Engineer will make a presentation on the inception report for
discussion with the UP Jal Nigam /NMCG at a meeting. This will be a working
document. Regular communication with UP Jal Nigam/NMCG is required in
addition to all key communications. This may take the form of telephone/
teleconferencing, emails, and occasional meetings.
15.3 The Deliverables will be submitted as per schedule provided in this RFP.
16. Documents to be made available by UP Jal Nigam/NMCG
NMCG/UP Jal Nigam shall provide to the Project Engineer the following
documents as per availability:
(a) Detailed Project Report;
(b) Condition Assessment report from CPSUs for the town under
consideration.
(c) Any Policy documents that would impact the project implementation.
(d) A copy of signed Concession Agreement for the Project.
(e) Available data as may be required by the Project Engineer will be
provided by UP Jal Nigam on request.
17. Completion of Services
All the Deliverables shall be compiled, classified and submitted by the Project
Engineer to UP Jal Nigam in both hard & soft form, to the extent possible. The
documents comprising the Deliverables shall remain the property of UP Jal
Nigam/NMCG and shall not be used by the Project Engineer for any purpose
other than that intended under these Terms of Reference without the permission
of UP Jal Nigam/NMCG. The Consultancy shall stand completed on acceptance
by UP Jal Nigam of all the Deliverables of the Project Engineer. Unless
completed earlier, the Services shall be deemed completed and finally accepted
by UP Jal Nigam and the final Deliverable shall be deemed approved by UP Jal
Nigam as satisfactory upon expiry of 90 (ninety) days after receipt of the final
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Deliverable unless UP Jal Nigam, within such 90 (ninety) day period, gives
written notice to the Project Engineer specifying in detail, the deficiencies in the
Services. The Project Engineer shall thereupon promptly make any necessary
corrections and/or additions, and upon completion of such corrections or
additions, the foregoing process shall be repeated. The Consultancy shall in any
case be deemed to be completed upon expiry of 5 (five) years from the Effective
Date, unless extended by mutual consent of the UP Jal Nigam and the Project
Engineer.
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SCHEDULE–2
(See Clause 2.1.3)
AGREEMENT
FOR
PROJECT ENGINEER SERVICES FOR
Development of Sewage Treatment Plant (STP) & associated Infrastructure and

operation and maintenance of all assets for 15 years at Gokul Barrage in
Mathura, Uttar Pradesh Under Hybrid Annuity based PPP mode
63
CONTENTS
1. General
1.1 Definitions and Interpretation

1.2 Relation between the Parties
1.3 Rights and Obligations
1.4 Governing law and jurisdiction
1.5 Language
1.6 Table of contents and headings
1.7 Notices
1.8 Location
1.9 Authority of Member-in-Charge
1.10 Authorised representatives
1.11 Taxes and duties
2. Commencement, Completion and Termination

of Agreement
2.1 Effectiveness of Agreement

2.2 Commencement of Services
2.3 Termination of Agreement for failure to commence Services
2.4 Expiry of Agreement
2.5 Entire Agreement
2.6 Modification of Agreement
2.7 Force Majeure
2.8 Suspension of Agreement
2.9 Termination of Agreement
3. Obligations of the Project Engineer
3.1 General
3.3 Confidentiality
3.4 Liability of the Project Engineer
3.5 Accounting, inspection and auditing
3.6 Project Engineer’s actions requiring the NMCG’s prior approval
3.7 Reporting obligations
3.8 Documents prepared by the Project Engineer to be the property of
the NMCG
3.9 Providing access to the Project Office and Personnel
3.10 Accuracy of Documents
4. Project Engineer’s Personnel and Sub-Project Engineer
4.1 General
4.2 Deployment of Personnel
4.3 Approval of Personnel
4.5 Working hours, overtime, leave etc.
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4.6 Resident Team Leader and Project Manager
4.7. Sub-Project Engineers
5. Obligations of the NMCG
5.1 Assistance in clearances etc.

5.2 Access to land and property
5.3 Change in Applicable Law
5.4 Payment
6. Payment to the Project Engineer
6.1 Cost estimates and Agreement Value

6.2 Currency of payment
6.3 Mode of billing and payment
7. Liquidated damages and penalties

7.2 Liquidated Damages
7.3 Penalty for deficiency in Services
8. Fairness and Good Faith
8.1 Good Faith

8.2 Operation of the Agreement
9. Settlement of Disputes
9.1 Amicable settlement

9.2 Dispute resolution
9.3 Conciliation
9.4 Arbitration
ANNEXES
65
AGREEMENT
This AGREEMENT (hereinafter called the “Agreement”) is made on the

...........………. day of the month of ………… 20…, between, on the one hand, the Uttar
Pradesh Jal Nigam (hereinafter called as UP Jal Nigam) which expression shall include
their respective successors and permitted assigns, unless the context otherwise
requires), National Mission for Clean Ganga (herein after “NMCG”) and, on the other
hand, …………………………………. (hereinafter called the “Project Engineer”
which expression shall include their respective successors and permitted assigns).
WHEREAS
(A) The NMCG vide its Request for Proposal for seeking Project Engineer services
(hereinafter called the “Consultancy”) Sewage Treatment Plants (STP) &
associated Infrastructure and operation and maintenance of all assets for 15
years at Gokul Barrage in Mathura, Uttar Pradesh, Under Hybrid Annuity based
PPP mode (hereinafter called the “Project”);
(B) the Project Engineer submitted its proposals for the aforesaid work, whereby the
Project Engineer represented to the NMCG that it had the required professional
skills, and in the said proposals the Project Engineer also agreed to provide the
Services to the NMCG on the terms and conditions as set forth in the RFP and
this Agreement; and
(C) the NMCG, on acceptance of the aforesaid proposals of the Project Engineer,
awarded the Consultancy to the Project Engineer vide its Letter of Award dated
.................. (the “LOA”); and
(D) in pursuance of the LOA, the parties have agreed to enter into this Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. GENERAL
1.1 Definitions and Interpretation
1.1.1 The words and expressions beginning with capital letters and defined in this
Agreement shall, unless the context otherwise requires, have the meaning
hereinafter respectively assigned to them:
(a) “Agreement” means this Agreement, together with all the Annexes;
(b) “Agreement Value” shall have the meaning set forth in Clause 6.1.2;
(c) “Applicable Laws” means the laws and any other instruments having
the force of law in India as they may be issued and in force from time to
time;
(d) “Confidential Information” shall have the meaning set forth in Clause
3.3;
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(e) “Conflict of Interest” shall have the meaning set forth in Clause 3.2
read with the provisions of RFP;
(f) “Dispute” shall have the meaning set forth in Clause 9.2.1;
(g) “Effective Date” means the date on which this Agreement comes into
force and effect pursuant to Clause 2.1;
(h) “Government” means the Government of .............;
(i) “INR, Re. or Rs.” means Indian Rupees;
(l) “Member”, in case the Project Engineer consists of a joint venture or

consortium of more than one entity, means any of these entities, and
“Members” means all of these entities;
(m) “Party” means the NMCG, UP Jal Nigam or the Project Engineer, as
the case may be, and Parties means both of them;
(n) “Personnel” means persons hired by the Project Engineer or by any

Sub-Project Engineer as employees and assigned to the performance of
the Services or any part thereof;
(o) “Resident Personnel” means such persons who at the time of being so
hired had their domicile inside India;
(p) “RFP” means the Request for Proposal document in response to which
the Project Engineer’s proposal for providing Services was accepted;
(q) “Services” means the work to be performed by the Project Engineer

pursuant to this Agreement, as described in the Terms of Reference
hereto;
(r) “Sub-Project Engineer” means any entity to which the Project Engineer
subcontracts any part of the Services in accordance with the provisions
of Clause 4.7; and
(s) “Third Party” means any person or entity other than the Government,
the NMCG, UP Jal Nigam, the Project Engineer or a Sub-Project
Engineer.
All terms and words not defined herein shall, unless the context
otherwise requires, have the meaning assigned to them in the RFP.
1.1.2 The following documents along with all addenda issued thereto shall be deemed
to form and be read and construed as integral parts of this Agreement and in
case of any contradiction between or among them the priority in which a
document would prevail over another would be as laid down below beginning
from the highest priority to the lowest priority:
(a) Agreement;
(b) Annexes of Agreement;

67
(c) RFP; and
(d) Letter of Award.
1.2 Relation between the Parties
Nothing contained herein shall be construed as establishing a relation of master

and servant or of agent and principal as between the NMCG and the Project
Engineer. The Project Engineer shall, subject to this Agreement, have complete
charge of Personnel performing the Services and shall be fully responsible for
the Services performed by them or on their behalf hereunder.
1.3 Rights and obligations
The mutual rights and obligations of the NMCG and the Project Engineer shall
be as set forth in the Agreement, in particular:
(a) the Project Engineer shall carry out the Services in accordance with the
provisions of the Agreement; and
(b) the NMCG shall make payments to the Project Engineer in accordance
with the provisions of the Agreement.
1.4 Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and

governed by the laws of India, and the courts in the State in which the NMCG
has its headquarters shall have exclusive jurisdiction over matters arising out of
or relating to this Agreement.
1.5 Language
All notices required to be given by one Party to the other Party and all other
communications, documentation and proceedings which are in any way relevant
to this Agreement shall be in writing and in English language.
1.6 Table of contents and headings
The table of contents, headings or sub-headings in this Agreement are for

convenience of reference only and shall not be used in, and shall not affect, the
construction or interpretation of this Agreement.
1.7 Notices
Any notice or other communication to be given by any Party to the other Party
under or in connection with the matters contemplated by this Agreement shall
be in writing and shall:
(a) in the case of the Project Engineer, be given by e-mail and by letter
delivered by hand to the address given and marked for attention of the
Project Engineer’s Representative set out below in Clause 1.10 or to
such other person as the Project Engineer may from time to time
designate by notice to the NMCG; provided that notices or other
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communications to be given to an address outside the city specified in
Sub-clause (b) below may, if they are subsequently confirmed by
sending a copy thereof by registered acknowledgement due, air mail or
by courier, be sent by e-mail to the number as the Project Engineer may
from time to time specify by notice to the NMCG;
(b) in the case of the NMCG, be given by e-mail and by letter delivered by
hand and be addressed to the NMCG with a copy delivered to the NMCG
Representative set out below in Clause 1.10 or to such other person as
the NMCG may from time to time designate by notice to the Project
Engineer; provided that if the Project Engineer does not have an office
in the same city as the NMCG’s office, it may send such notice by e-
mail and by registered acknowledgement due, air mail or by courier; and
(c) any notice or communication by a Party to the other Party, given in

accordance herewith, shall be deemed to have been delivered when in
the normal course of post it ought to have been delivered and in all other
cases, it shall be deemed to have been delivered on the actual date and
time of delivery; provided that in the case of e-mail, it shall be deemed
to have been delivered on the working days following the date of its
delivery.
1.8 Location
The Services shall be performed at the site of the Project in accordance with the
provisions of RFP and at such locations as are incidental thereto, including the
offices of the Project Engineer.
1.9 Authority of Member-in-charge
In case the Project Engineer consists of a consortium of more than one entity,
the Parties agree that the Lead Member shall act on behalf of the Members in
exercising all the Project Engineer’s rights and obligations towards the NMCG
under this Agreement, including without limitation the receiving of instructions
and payments from the NMCG.
1.10 Authorised Representatives
1.10.1 Any action required or permitted to be taken, and any document required or
permitted to be executed, under this Agreement by the NMCG or the Project
Engineer, as the case may be, may be taken or executed by the officials specified
in this Clause 1.10.
1.10.2 The NMCG may, from time to time, designate one of its officials as the NMCG
Representative. Unless otherwise notified, the NMCG Representative shall be:
..........
..........
Tel: ..........
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Mobile: ..........
Email: ..........
1.10.3 The UP Jal Nigam may, from time to time, designate one of its officials as the
UP Jal Nigam Representative. Unless otherwise notified, the UP Jal Nigam
Representative shall be:
..........
..........
Tel: ..........
Mobile: ..........
Email: ..........
1.10.4 The Project Engineer may designate one of its employees as Project Engineer’s
Representative. Unless otherwise notified, the Project Engineer’s
Representative shall be:
..........
..........
Tel: ..........
Mobile: ..........
Email: ..........
1.11 Taxes and duties
Unless otherwise specified in the Agreement, the Project Engineer shall pay all
such taxes, duties, fees and other impositions as may be levied under the
Applicable Laws and the NMCG/UP Jal Nigam shall perform such duties in
regard to the deduction of such taxes as may be lawfully imposed on it.
2. COMMENCEMENT, COMPLETION AND TERMINATION OF

AGREEMENT
2.1 Effectiveness of Agreement
This Agreement shall come into force and effect on the date of this Agreement
(the “Effective Date”).
2.2 Commencement of Services
The Project Engineer shall commence the Services within a period of 7 (seven)
days from the Effective Date, unless otherwise agreed by the Parties.
70
2.3 Termination of Agreement for failure to commence Services
If the Project Engineer does not commence the Services within the period
specified in Clause 2.2 above, the NMCG may, by not less than 2 (two) weeks’
notice to the Project Engineer, declare this Agreement to be null and void, and
in the event of such a declaration, the Performance Security of the Project
Engineer shall stand forfeited.
2.4 Expiry of Agreement
Unless terminated earlier pursuant to Clauses 2.3 or 2.9 hereof, this Agreement
shall, unless extended by the Parties by mutual consent, expire upon the earlier
of (i) expiry of a period of 90 (ninety) days after the delivery of the final
deliverable to the NMCG; or (ii) the expiry of 5 (five) year from the Effective
Date. Upon Termination, the NMCG shall make payments of all amounts due
to the Project Engineer hereunder.
2.5 Entire Agreement
2.5.1 This Agreement and the Annexes together constitute a complete and exclusive
statement of the terms of the agreement between the Parties on the subject
hereof, and no amendment or modification hereto shall be valid and effective
unless such modification or amendment is agreed to in writing by the Parties
and duly executed by persons especially empowered in this behalf by the
respective Parties. All prior written or oral understandings, offers or other
communications of every kind pertaining to this Agreement are abrogated and
withdrawn; provided, however, that the obligations of the Project Engineer
arising out of the provisions of the RFP shall continue to subsist and shall be
deemed to form part of this Agreement.
2.5.2 Without prejudice to the generality of the provisions of Clause 2.5.1, on matters
not covered by this Agreement, the provisions of RFP shall apply.
2.6 Modification of Agreement
Modification of the terms and conditions of this Agreement, including any

modification of the scope of the Services, may only be made by written
agreement between the Parties. Pursuant to Clauses 6.1.3 and 8.2 hereof,
however, each Party shall give due consideration to any proposals for
modification made by the other Party.
2.7 Force Majeure
2.7.1 Definition
(a) For the purposes of this Agreement, “Force Majeure” means an event
which is beyond the reasonable control of a Party, and which makes a
Party’s performance of its obligations hereunder impossible or so
impractical as reasonably to be considered impossible in the
circumstances, and includes, but is not limited to, war, riots, civil
disorder, earthquake, pandemic, fire, explosion, storm, flood or other
adverse weather conditions, strikes, lockouts or other industrial action
71
(except where such strikes, lockouts or other industrial action are within
the power of the Party invoking Force Majeure to prevent), confiscation
or any other action by government agencies.
(b) Force Majeure shall not include (i) any event which is caused by the
negligence or intentional action of a Party or such Party’s Sub-Project
Engineer or agents or employees, nor (ii) any event which a diligent
Party could reasonably have been expected to both (A) take into account
at the time of the conclusion of this Agreement, and (B) avoid or
overcome in the carrying out of its obligations hereunder.
(c) Force Majeure shall not include insufficiency of funds or failure to make
any payment required hereunder.
2.7.2 No breach of Agreement
The failure of a Party to fulfil any of its obligations hereunder shall not be
considered to be a breach of, or default under, this Agreement insofar as such
inability arises from an event of Force Majeure, provided that the Party affected
by such an event has taken all reasonable precautions, due care and reasonable
alternative measures, all with the objective of carrying out the terms and
conditions of this Agreement.
2.7.3 Measures to be taken
(a) A Party affected by an event of Force Majeure shall take all reasonable
measures to remove such Party’s inability to fulfil its obligations
hereunder with a minimum of delay.
(b) A Party affected by an event of Force Majeure shall notify the other Party
of such event as soon as possible, and in any event not later than 14
(fourteen) days following the occurrence of such event, providing
evidence of the nature and cause of such event, and shall similarly give
notice of the restoration of normal conditions as soon as possible.
(c) The Parties shall take all reasonable measures to minimise the
consequences of any event of Force Majeure.
2.7.4 Extension of time
Any period within which a Party shall, pursuant to this Agreement, complete
any action or task, shall be extended for a period equal to the time during which
such Party was unable to perform such action as a result of Force Majeure.
2.7.5 Payments
During the period of its inability to perform the Services as a result of an event
of Force Majeure, the Project Engineer shall be entitled to be reimbursed for
Additional Costs reasonably and necessarily incurred by it during such period
for the purposes of the Services and in reactivating the Services after the end of
such period.
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2.7.6 Consultation
Not later than 30 (thirty) days after the Project Engineer has, as the result of an
event of Force Majeure, become unable to perform a material portion of the
Services, the Parties shall consult with each other with a view to agreeing on
appropriate measures to be taken in the circumstances.
2.8 Suspension of Agreement
The NMCG may, by written notice of suspension to the Project Engineer,

suspend all payments to the Project Engineer hereunder if the Project Engineer
shall be in breach of this Agreement or shall fail to perform any of its obligations
under this Agreement, including the carrying out of the Services; provided that
such notice of suspension (i) shall specify the nature of the breach or failure,
and (ii) shall provide an opportunity to the Project Engineer to remedy such
breach or failure within a period not exceeding 30 (thirty) days after receipt by
the Project Engineer of such notice of suspension.
2.9 Termination of Agreement
2.9.1 By the NMCG
The NMCG may, by not less than 30 (thirty) days’ written notice of termination
to the Project Engineer, such notice to be given after the occurrence of any of
the events specified in this Clause 2.9.1, terminate this Agreement if:
(a) the Project Engineer fails to remedy any breach hereof or any failure in
the performance of its obligations hereunder, as specified in a notice of
suspension pursuant to Clause 2.8 hereinabove, within 30 (thirty) days of
receipt of such notice of suspension or within such further period as the
NMCG may have subsequently granted in writing;
(b) the Project Engineer becomes insolvent or bankrupt or enters into any
agreement with its creditors for relief of debt or take advantage of any law
for the benefit of debtors or goes into liquidation or receivership whether
compulsory or voluntary;
(c) the Project Engineer fails to comply with any final decision reached as a
result of arbitration proceedings pursuant to Clause 9 hereof;
(d) the Project Engineer submits to the NMCG a statement which has a
material effect on the rights, obligations or interests of the NMCG and
which the Project Engineer knows to be false;
(e) any document, information, data or statement submitted by the Project

Engineer in its Proposals, based on which the Project Engineer was
considered eligible or successful, is found to be false, incorrect or
misleading;
(f) as the result of Force Majeure, the Project Engineer is unable to perform
a material portion of the Services for a period of not less than 60 (sixty)
days; or
73
(g) the NMCG, in its sole discretion and for any reason whatsoever, decides
to terminate this Agreement.
2.9.2 By the Project Engineer
The Project Engineer may, by not less than 30 (thirty) days’ written notice to
the NMCG, such notice to be given after the occurrence of any of the events
specified in this Clause 2.9.2, terminate this Agreement if:
(a) the NMCG fails to pay any money due to the Project Engineer pursuant
to this Agreement and not subject to dispute pursuant to Clause 9 hereof
within 45 (forty five) days after receiving written notice from the Project
Engineer that such payment is overdue;
(b) the NMCG is in material breach of its obligations pursuant to this

Agreement and has not remedied the same within 45 (forty five) days (or
such longer period as the Project Engineer may have subsequently
granted in writing) following the receipt by the NMCG of the Project
Engineer’s notice specifying such breach;
(c) as the result of Force Majeure, the Project Engineer is unable to perform
a material portion of the Services for a period of not less than 60 (sixty)
days; or
(d) the NMCG fails to comply with any final decision reached as a result of
arbitration pursuant to Clause 9 hereof.
2.9.3 Cessation of rights and obligations
Upon termination of this Agreement pursuant to Clauses 2.3 or 2.9 hereof, or

upon expiration of this Agreement pursuant to Clause 2.4 hereof, all rights and
obligations of the Parties hereunder shall cease, except (i) such rights and
obligations as may have accrued on the date of termination or expiration, or
which expressly survive such Termination; (ii) the obligation of confidentiality
set forth in Clause 3.3 hereof; (iii) the Project Engineer’s obligation to permit
inspection, copying and auditing of such of its accounts and records set forth in
Clause 3.6, as relate to the Project Engineer’s Services provided under this
Agreement; and (iv) any right or remedy which a Party may have under this
Agreement or the Applicable Law.
2.9.4 Cessation of Services
Upon termination of this Agreement by notice of either Party to the other

pursuant to Clauses 2.9.1 or 2.9.2 hereof, the Project Engineer shall,
immediately upon dispatch or receipt of such notice, take all necessary steps to
bring the Services to a close in a prompt and orderly manner and shall make
every reasonable effort to keep expenditures for this purpose to a minimum.
2.9.5 Payment upon Termination
Upon termination of this Agreement pursuant to Clauses 2.9.1 or 2.9.2 hereof,

the NMCG shall make the following payments to the Project Engineer (after
74
offsetting against these payments any amount that may be due from the Project
Engineer to the NMCG):
(i) remuneration pursuant to Clause 6 hereof for Services satisfactorily

performed prior to the date of termination;
(ii) reimbursable expenditures pursuant to Clause 6 hereof for expenditures

actually incurred prior to the date of termination; and
(iii) except in the case of termination pursuant to sub-clauses (a) through (e)
of Clause 2.9.1 hereof, reimbursement of any reasonable cost incidental
to the prompt and orderly termination of the Agreement including the
cost of the return travel of the Project Engineer’s personnel.
2.9.6 Disputes about Events of Termination
If either Party disputes whether an event specified in Clause 2.9.1 or in Clause

2.9.2 hereof has occurred, such Party may, within 30 (thirty) days after receipt
of notice of termination from the other Party, refer the matter to arbitration
pursuant to Clause 9 hereof, and this Agreement shall not be terminated on
account of such event except in accordance with the terms of any resulting
arbitral award.
3. OBLIGATIONS OF THE PROJECT ENGINEER
3.1 General
3.1.1 Standards of Performance
The Project Engineer shall perform the Services and carry out its obligations
hereunder with all due diligence, efficiency and economy, in accordance with
generally accepted professional techniques and practices, and shall observe
sound management practices, and employ appropriate advanced technology and
safe and effective equipment, machinery, materials and methods. The Project
Engineer shall always act, in respect of any matter relating to this Agreement or
to the Services, as a faithful adviser to the NMCG, and shall at all times support
and safeguard the NMCG's legitimate interests in any dealings with Sub-Project
Engineers or Third Parties.
3.1.2 Terms of Reference
The scope of services to be performed by the Project Engineer is specified in

the Terms of Reference (the “TOR”) at Annex-1 of this Agreement. The Project
Engineer shall provide the Deliverables specified therein in conformity with the
time schedule stated therein.
3.1.3 Applicable Laws
The Project Engineer shall perform the Services in accordance with the
Applicable Laws and shall take all practicable steps to ensure that any Sub-
Project Engineer, as well as the Personnel and agents of the Project Engineer
and any Sub-Project Engineer, comply with the Applicable Laws.
75
3.2.1 The Project Engineer shall not have a Conflict of Interest and any breach hereof
shall constitute a breach of the Agreement.
3.2.2 Project Engineer and Affiliates not to be otherwise interested in the Project
The Project Engineer agrees that, during the term of this Agreement and after
its termination, the Project Engineer or any Associate thereof and any entity
affiliated with the Project Engineer, as well as any Sub-Project Engineer and
any entity affiliated with such Sub-Project Engineer, shall be disqualified from
providing goods, works, services, loans or equity for any project resulting from
or closely related to the Services and any breach of this obligation shall amount
to a Conflict of Interest; provided that the restriction herein shall not apply after
a period of five years from the completion of this assignment or to consulting
assignments granted by banks/ lenders at any time; provided further that this
restriction shall not apply to consultancy/ advisory services provided to the
NMCG in continuation of this Consultancy or to any subsequent consultancy/
advisory services provided to the NMCG in accordance with the rules of the
NMCG. For the avoidance of doubt, an entity affiliated with the Project
Engineer shall include a partner in the Project Engineer’s firm or a person who
holds more than 5% (five per cent) of the subscribed and paid up share capital
of the Project Engineer, as the case may be, and any Associate thereof.
3.2.3 Prohibition of conflicting activities
Neither the Project Engineer nor its Sub-Project Engineer nor the Personnel of
either of them shall engage, either directly or indirectly, in any of the following
activities:
(a) during the term of this Agreement, any business or professional activities
which would conflict with the activities assigned to them under this
Agreement;
(b) after the termination of this Agreement, such other activities as may be
specified in the Agreement; or
(c) at any time, such other activities as have been specified in the RFP as
Conflict of Interest.
3.2.4 Project Engineer not to benefit from commissions, discounts, etc.
The remuneration of the Project Engineer pursuant to Clause 6 hereof shall

constitute the Project Engineer’s sole remuneration in connection with this
Agreement or the Services and the Project Engineer shall not accept for its own
benefit any trade commission, discount or similar payment in connection with
activities pursuant to this Agreement or to the Services or in the discharge of its
obligations hereunder, and the Project Engineer shall use its best efforts to
ensure that any Sub-Project Engineer, as well as the Personnel and agents of
either of them, similarly shall not receive any such additional remuneration.
76
3.2.5 The Project Engineer and its Personnel shall observe the highest standards of
ethics and shall not have engaged in and shall not hereafter engage in any corrupt
practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice (collectively the “Prohibited Practices”). Notwithstanding
anything to the contrary contained in this Agreement, the NMCG shall be
entitled to terminate this Agreement forthwith by a communication in writing to
the Project Engineer, without being liable in any manner whatsoever to the
Project Engineer, if it determines that the Project Engineer has, directly or
indirectly or through an agent, engaged in any Prohibited Practices in the
Selection Process or before or after entering into of this Agreement. In such an
event, the NMCG shall forfeit and appropriate the performance security, if any,
as mutually agreed genuine pre-estimated compensation and damages payable
to the NMCG towards, inter alia, the time, cost and effort of the NMCG, without
prejudice to the NMCG’s any other rights or remedy hereunder or in law.
3.2.6 Without prejudice to the rights of the NMCG under Clause 3.2.5 above and the
other rights and remedies which the NMCG may have under this Agreement, if
the Project Engineer is found by the NMCG to have directly or indirectly or
through an agent, engaged or indulged in any Prohibited Practices, during the
Selection Process or before or after the execution of this Agreement, the Project
Engineer shall not be eligible to participate in any tender or RFP issued during
a period of 2 (two) years from the date the Project Engineer is found by the
NMCG to have directly or indirectly or through an agent, engaged or indulged
in any Prohibited Practices.
3.2.7 For the purposes of Clauses 3.2.5 and 3.2.6, the following terms shall have the
meaning hereinafter respectively assigned to them:
(a) “corrupt practice” means (i) the offering, giving, receiving or

soliciting, directly or indirectly, of anything of value to influence the
actions of any person connected with the Selection Process (for removal
of doubt, offering of employment or employing or engaging in any
manner whatsoever, directly or indirectly, any official of the NMCG
who is or has been associated in any manner, directly or indirectly with
Selection Process or LOA or dealing with matters concerning the
Agreement before or after the execution thereof, at any time prior to the
expiry of one year from the date such official resigns or retires from or
otherwise ceases to be in the service of the NMCG, shall be deemed to
constitute influencing the actions of a person connected with the
Selection Process); or (ii) engaging in any manner whatsoever, whether
during the Selection Process or after the issue of LOA or after the
execution of the Agreement, as the case may be, any person in respect
of any matter relating to the Project or the LOA or the Agreement, who
at any time has been or is a legal, financial or technical adviser the
NMCG in relation to any matter concerning the Project;
(b) “fraudulent practice” means a misrepresentation or omission of facts

or suppression of facts or disclosure of incomplete facts, in order to
influence the Selection Process;
77
(c) “coercive practice” means impairing or harming, or threatening to
impair or harm, directly or indirectly, any person or property to influence
any person’s participation or action in the Selection Process or the
exercise of its rights or performance of its obligations by the NMCG
under this Agreement;
(d) “undesirable practice” means (i) establishing contact with any person
connected with or employed or engaged by the NMCG with the
objective of canvassing, lobbying or in any manner influencing or
attempting to influence the Selection Process; or (ii) having a Conflict
of Interest; and
(e) “restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among Bidders with the objective of
restricting or manipulating a full and fair competition in the Selection
Process.
3.3 Confidentiality
The Project Engineer, its Sub-Project Engineers and the Personnel of either of
them shall not, either during the term or within two years after the expiration or
termination of this Agreement disclose any proprietary information, including
information relating to reports, data, drawings, design software or other
material, whether written or oral, in electronic or magnetic format, and the
contents thereof; and any reports, digests or summaries created or derived from
any of the foregoing that is provided by the NMCG to the Project Engineer, its
Sub-Project Engineers and the Personnel; any information provided by or
relating to the NMCG, its technology, technical processes, business affairs or
finances or any information relating to the NMCG’s employees, officers or other
professionals or suppliers, customers, or contractors of the NMCG; and any
other information which the Project Engineer is under an obligation to keep
confidential in relation to the Project, the Services or this Agreement
("Confidential Information"), without the prior written consent of the NMCG.
Notwithstanding the aforesaid, the Project Engineer, its Sub-Project Engineers

and the Personnel of either of them may disclose Confidential Information to
the extent that such Confidential Information:
(i) was in the public domain prior to its delivery to the Project Engineer, its
Sub-Project Engineers and the Personnel of either of them or becomes a
part of the public knowledge from a source other than the Project
Engineer, its Sub-Project Engineers and the Personnel of either of them;
(ii) was obtained from a third party with no known duty to maintain its
confidentiality;
(iii) is required to be disclosed by Applicable Laws or judicial or

administrative or arbitral process or by any governmental
instrumentalities, provided that for any such disclosure, the Project
Engineer, its Sub-Project Engineers and the Personnel of either of them
shall give the NMCG, prompt written notice, and use reasonable
78
efforts to ensure that such disclosure is accorded confidential
treatment; and
(iv) is provided to the professional advisers, agents, auditors or

representatives of the Project Engineer or its Sub-Project Engineers or
Personnel of either of them, as is reasonable under the circumstances;
provided, however, that the Project Engineer or its Sub-Project
Engineers or Personnel of either of them, as the case may be, shall
require their professional advisers, agents, auditors or its representatives,
to undertake in writing to keep such Confidential Information,
confidential and shall use its best efforts to ensure compliance with such
undertaking.
3.4 Liability of the Project Engineer
3.4.1 The Project Engineer’s liability under this Agreement shall be determined by
the Applicable Laws and the provisions hereof.
3.4.2 The Project Engineer shall, subject to the limitation specified in Clause 3.4.3,
be liable to the NMCG for any direct loss or damage accrued or likely to accrue
due to deficiency in Services rendered by it.
3.4.3 The Parties hereto agree that in case of negligence or wilful misconduct on the
part of the Project Engineer or on the part of any person or firm acting on behalf
of the Project Engineer in carrying out the Services, the Project Engineer, with
respect to damage caused to the NMCG’s property, shall not be liable to the
NMCG:
(i) for any indirect or consequential loss or damage; and
(ii) for any direct loss or damage that exceeds (a) the Agreement Value set forth
in Clause 6.1.2 of this Agreement, or (b) the proceeds the Project Engineer may
be entitled to receive from any insurance maintained by the Project Engineer to
cover such a liability in accordance with this Clause, whichever of (a) or (b) is
higher.
3.4.4 This limitation of liability specified in Clause 3.4.3 shall not affect the Project
Engineer’s liability, if any, for damage to Third Parties caused by the Project
Engineer or any person or firm acting on behalf of the Project Engineer in
carrying out the Services subject, however, to a limit equal to the Agreement
Value.
3.5 Accounting, inspection and auditing
The Project Engineer shall:
(a) keep accurate and systematic accounts and records in respect of the
Services provided under this Agreement, in accordance with
internationally accepted accounting principles and in such form and
detail as will clearly identify all relevant time charges and cost, and the
basis thereof (including the basis of the Project Engineer’s costs and
charges); and
79
(b) permit the NMCG or its designated representative periodically, and up
to one year from the expiration or termination of this Agreement, to
inspect the same and make copies thereof as well as to have them audited
by auditors appointed by the NMCG.
3.6 Project Engineer’s actions requiring the NMCG's prior approval
The Project Engineer shall obtain the NMCG's prior approval in writing before
taking any of the following actions:
(a) appointing such members of the Key Expert & Non- Key Expert as are
not listed in Annex–3.
(b) entering into a subcontract for the performance of any part of the
Services, it being understood (i) that the selection of the Sub-Project
Engineer and the terms and conditions of the subcontract shall have been
approved in writing by the NMCG prior to the execution of the
subcontract, and (ii) that the Project Engineer shall remain fully liable
for the performance of the Services by the Sub-Project Engineer and its
Personnel pursuant to this Agreement; or
(c) any other action that is specified in this Agreement.
3.7 Reporting obligations
The Project Engineer shall submit to the NMCG the reports and documents
specified in the Agreement, in the form, in the numbers and within the time
periods set forth therein.
3.8 Documents prepared by the Project Engineer to be property of the NMCG/UP

Jal Nigam
3.8.1 All plans, drawings, specifications, designs, reports and other documents
(collectively referred to as “Consultancy Documents”) prepared by the Project
Engineer (or by the Sub-Project Engineers or any Third Party) in performing
the Services shall become and remain the property of the UP Jal Nigam/NMCG,
and all intellectual property rights in such Consultancy Documents shall vest
with the NMCG. Any Consultancy Document, of which the ownership or the
intellectual property rights do not vest with the UP Jal Nigam/NMCG under
law, shall automatically stand assigned to the UP Jal Nigam/NMCG as and
when such Consultancy Document is created and the Project Engineer agrees to
execute all papers and to perform such other acts as the UP Jal Nigam/NMCG
may deem necessary to secure its rights herein assigned by the Project Engineer.
3.8.2 The Project Engineer shall, not later than termination or expiration of this
Agreement, deliver all Consultancy Documents to the UP Jal Nigam/NMCG,
together with a detailed inventory thereof. The Project Engineer may retain a
copy of such Consultancy Documents. The Project Engineer, its Sub-Project
Engineers or a Third Party shall not use these Consultancy Documents for
purposes unrelated to this Agreement without the prior written approval of the
NMCG/UP Jal Nigam.
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3.8.3 The Project Engineer shall hold the NMCG/UP Jal Nigam harmless and
indemnified for any losses, claims, damages, expenses (including all legal
expenses), awards, penalties or injuries (collectively referred to as ‘Claims’)
which may arise from or due to any unauthorised use of such Consultancy
Documents, or due to any breach or failure on part of the Project Engineer or its
Sub-Project Engineers or a Third Party to perform any of its duties or
obligations in relation to securing the aforementioned rights of the NMCG/UP
Jal Nigam.
3.9 Providing access to Project Office and Personnel
The Project Engineer shall ensure that the NMCG/UP Jal Nigam, and officials
of the NMCG/UP Jal Nigam are provided unrestricted access to the Project
Office and to all Personnel during office hours. The UP Jal Nigam/NMCG’s
official, who has been authorised by the NMCG in this behalf, shall have the
right to inspect the Services in progress, interact with Personnel of the Project
Engineer and verify the records relating to the Services for his satisfaction.
3.10. Accuracy of Documents
The Project Engineer shall be responsible for accuracy of the data collected by
it directly or procured from other agencies/authorities, the designs, drawings,
estimates and all other details prepared by it as part of these services. Subject
to the provisions of Clause 3.4, it shall indemnify the UP Jal Nigam/NMCG
against any inaccuracy in its work which might surface during implementation
of the Project, if such inaccuracy is the result of any negligence or inadequate
due diligence on part of the Project Engineer or arises out of its failure to
conform to good industry practice. The Project Engineer shall also be
responsible for promptly correcting, at its own cost and risk, the drawings
including any re-survey / investigations.
4. PROJECT ENGINEER’S PERSONNEL AND SUB-PROJECT

ENGINEERS
4.1 General
The Project Engineer shall employ and provide such qualified and experienced
Personnel as may be required to carry out the Services.
4.2 Deployment of Personnel
4.2.1 The designations, names and the estimated periods of engagement in carrying
out the Services by each of the Project Engineer’s Personnel are described in
Annex-3 of this Agreement. The estimate of Personnel costs and man day rates
are specified in Annex-3 of this Agreement.
4.2.2 If additional work is required beyond the scope of the Services specified in the
Terms of Reference, the estimated periods of engagement of Personnel, set forth
in the Annexes of the Agreement may be increased by agreement in writing
between the UP Jal Nigam/NMCG and the Project Engineer, provided that any
such increase shall not, except as otherwise agreed, cause payments under this
Agreement to exceed the Agreement Value set forth in Clause 6.1.2.
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4.3 Approval of Personnel
4.3.1 The Key Expert & Non-Key Expert listed in Annex-3 of the Agreement are
hereby approved by the UP Jal Nigam/NMCG. No other Key Expert & Non-
Key Expert shall be engaged without prior approval of the UP Jal
Nigam/NMCG.
4.3.2 If the Project Engineer hereafter proposes to engage any person as Key Expert
& Non-Key Expert, it shall submit to the UP Jal Nigam/NMCG its proposal
along with a CV of such person in the form provided at Appendix–I (Form-12)
of the RFP. The UP Jal Nigam/NMCG may approve or reject such proposal
within 14 (fourteen) days of receipt thereof. In case the proposal is rejected, the
Project Engineer may propose an alternative person for the UP Jal
Nigam/NMCG’s consideration. In the event the UP Jal Nigam/NMCG does not
reject a proposal within 14 (fourteen) days of the date of receipt thereof under
this Clause 4.3, it shall be deemed to have been approved by the UP Jal
Nigam/NMCG.
4.4.1 The NMCG expects all the Personnel to be available during implementation of
the Agreement. The NMCG will not consider substitution of Personnel except
for reasons not attributable to the Project Engineer such as any medical
incapacity/ death/ resignation. The extent of permissible substitutions and
applicable penalties are as per clause 4.4.1 (a) and 4.4.1 (b).
4.4.1 (a) Maximum of three substitutions of Key Expert on account of resignation shall
be applicable without penalty during the entire contract period. However, 2nd
substitution for the same position shall be subject to deduction as detailed in this
clause. Such Substitution shall ordinarily be subject to equally or better
NMCG. For substitutions against reasons other than mentioned above, a sum of
upto 5% (Five per cent) of the total remuneration specified for the original Key
Expert may be deducted from the payments due to the Project Engineer. In the
case of a further substitutions hereunder, such deduction shall be 10% (Ten per
cent) of the total remuneration specified for the original Key Expert for each
substitution. However, NMCG reserves the right to waive off the deduction in
fee on the basis of merits of the case.
4.4.1 (b) Maximum of four substitutions of Non Key Expert on account of resignation
shall be applicable without penalty during the entire contract period. However,
3rd substitution for the same position shall be subject to deduction as detailed
in this clause. Such Substitution shall ordinarily be subject to equally or better
NMCG. For substitutions against reasons other than mentioned above, a sum –
up to 5% (Five per cent) of the total remuneration specified for the original Non
Key Expert may be deducted from the payments due to the Project Engineer. In
the case of a further substitutions hereunder, such deduction shall be up to 10%
(Ten per cent) of the total remuneration specified for the original Non Key
82
Expert for each substitution. However, NMCG reserves the right to waive off
the deduction in fee on the basis of merits of the case.
4.5 Working hours, overtime, leave, etc.
The Personnel shall not be entitled to be paid for overtime nor to take paid sick
leave or vacation leave except as specified in the Agreement, and the Project
Engineer’s remuneration shall be deemed to cover these items. All leave to be
allowed to the Personnel is excluded from the man days of service set forth in
Annex-3. Any taking of leave by any Personnel for a period exceeding 7 (seven)
days shall be subject to the prior approval of the UP Jal Nigam/NMCG, and the
Project Engineer shall ensure that any absence on leave will not delay the
progress and quality of the Services.
4.6 Resident Team Leader and Project Manager
The person designated as the Team Leader of the Project Engineer’s Personnel
shall be responsible for the coordinated, timely and efficient functioning of the
Personnel. In addition, the Project Engineer shall designate a suitable person as
Project Manager (the “Project Manager”) who shall be responsible for day to
day performance of the Services.
4.7 Sub-Project Engineers
Sub-Project Engineers listed in Annex-2 of this Agreement are hereby approved

by the NMCG. The Project Engineer may, with prior written approval of the
NMCG, engage additional Sub-Project Engineers or substitute an existing Sub-
Project Engineer. The hiring of Personnel by the Sub-Project Engineers shall be
subject to the same conditions as applicable to Personnel of the Project Engineer
under this Clause 4.
5. OBLIGATIONS OF THE NMCG
5.1 Assistance in clearances etc.
Unless otherwise specified in the Agreement, the UP Jal Nigam/NMCG shall

make best efforts to ensure that the Government shall:
(a) provide the Project Engineer, its Sub-Project Engineers and Personnel
with necessary support and such other documents as may be necessary
to enable the Project Engineer, its Sub-Project Engineers or Personnel to
perform the Services; and
(b) issue to officials, agents and representatives of the Government all such
instructions as may be necessary or appropriate for the prompt and
effective implementation of the Services.
5.2 Access to land and property
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The UP Jal Nigam warrants that the Project Engineer shall have, free of charge,
unimpeded access to the site of the project in respect of which access is required
for the performance of Services; provided that if such access shall not be made
available to the Project Engineer as and when so required, the Parties shall agree
on (i) the time extension, as may be appropriate, for the performance of Services,
and (ii) the additional payments, if any, to be made to the Project Engineer as a
result thereof pursuant to Clause 6.1.3.
5.3 Change in Applicable Law
If, after the date of this Agreement, there is any change in the Applicable Laws
with respect to taxes and duties which increases or decreases the cost or
reimbursable expenses incurred by the Project Engineer in performing the
Services, by an amount exceeding 2% (two per cent) of the Agreement Value
specified in Clause 6.1.2, then the remuneration and reimbursable expenses
otherwise payable to the Project Engineer under this Agreement shall be
increased or decreased accordingly by agreement between the Parties hereto,
and corresponding adjustments shall be made to the aforesaid Agreement Value.
5.4 Payment
In consideration of the Services performed by the Project Engineer under this

Agreement, the NMCG shall make to the Project Engineer such payments and
in such manner as is provided in Clause 6 of this Agreement.
6. PAYMENT TO THE PROJECT ENGINEER
6.1 Cost estimates and Agreement Value
6.1.1 An abstract of the cost of the Services payable to the Project Engineer is set
forth in Annex-3 of the Agreement.
6.1.2 Except as may be otherwise agreed under Clause 2.6 and subject to Clause 6.1.3,
the payments under this Agreement shall not exceed the agreement value
specified herein (the “Agreement Value”).
6.1.3 Notwithstanding anything to the contrary contained in Clause 6.1.2, if pursuant

to the provisions of Clauses 2.6 and 2.7, the Parties agree that additional
payments shall be made to the Project Engineer in order to cover any additional
expenditures not envisaged in the cost estimates referred to in Clause 6.1.1
above, the Agreement Value set forth in Clause 6.1.2 above shall be increased
by the amount or amounts, as the case may be, of any such additional payments.
6.2 Currency of payment
All payments shall be made in Indian Rupees. The Project Engineer shall be free
to convert Rupees into any foreign currency as per Applicable Laws.
6.3 Mode of billing and payment
Billing and payments in respect of the Services shall be made as follows:-
84
(a) The Project Engineer shall be paid for its services as per the Payment
Schedule at Annex-4 of this Agreement, subject to the Project Engineer
fulfilling the following conditions:
(i) No payment shall be due for the next stage till the Project
Engineer completes, to the satisfaction of the NMCG, the work
pertaining to the preceding stage.
(ii) The NMCG shall pay to the Project Engineer, only the
undisputed amount.
(b) The NMCG shall cause the payment due to the Project Engineer to be
made within 30 (thirty) days after the receipt by the NMCG of duly
completed bills with necessary particulars (the “Due Date”). Interest at
the rate of 8% (eight per cent) per annum shall become payable as from
the Due Date on any amount due by, but not paid on or before, such Due
Date.
(c) The final payment under this Clause shall be made only after the final
report and a final statement, identified as such, shall have been submitted
by the Project Engineer and approved as satisfactory by the NMCG. The
Services shall be deemed completed and finally accepted by the NMCG
and the final deliverable shall be deemed approved by the NMCG as
satisfactory upon expiry of 90 (ninety) days after receipt of the final
deliverable by the NMCG unless the NMCG, within such 90 (ninety)
day period, gives written notice to the Project Engineer specifying in
detail, the deficiencies in the Services. The Project Engineer shall
thereupon promptly make any necessary corrections and/or additions,
and upon completion of such corrections or additions, the foregoing
process shall be repeated. The NMCG shall make the final payment upon
acceptance or deemed acceptance of the final deliverable by the NMCG.
(d) Any amount which the NMCG has paid or caused to be paid in excess
of the amounts actually payable in accordance with the provisions of this
Agreement shall be reimbursed by the Project Engineer to the NMCG
within 30 (thirty) days after receipt by the Project Engineer of notice
thereof. Any such claim by the NMCG for reimbursement must be made
within 1 (one) year after receipt by the NMCG of a final report in
accordance with Clause 6.3 (d). Any delay by the Project Engineer in
reimbursement by the due date shall attract simple interest @ 10% (ten
per cent) per annum.
(e) All payments under this Agreement shall be made to the account of the
Project Engineer as may be notified to the NMCG by the Project
Engineer.
7. LIQUIDATED DAMAGES AND PENALTIES
7.1.1 For the purposes of this Agreement, performance security shall be deemed to be
an amount equal to 10% (Ten per cent) of the Agreement Value (the
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“Performance Security”); provided, however, that the Project Engineer shall
be required to provide a Performance Security in the form of a bank guarantee
substantially in the form specified at Annex-5 of this Agreement.
7.1.2 For the avoidance of doubt, the parties hereto expressly agree that in addition to
appropriation of the amounts withheld hereunder, in the event of any default
requiring the appropriation of further amounts comprising the Performance
Security, the NMCG may make deductions from any subsequent payments due
and payable to the Project Engineer hereunder, as if it is appropriating the
Performance Security in accordance with the provisions of this Agreement.
7.2 Liquidated Damages
7.2.1 Liquidated Damages for error/variation
In case any error or variation is detected in the reports submitted by the Project
Engineer and such error or variation is the result of negligence or lack of due
diligence on the part of the Project Engineer, the consequential damages thereof
shall be quantified by the NMCG in a reasonable manner and recovered from
the Project Engineer by way of deemed liquidated damages, subject to a
maximum of 20% (twenty per cent) of the Agreement Value..
7.2.2 Liquidated Damages for delay
In case of delay in completion of Services, liquidated damages not exceeding an

amount equal to 0.1% (zero point one per cent) of the Agreement Value per day,
subject to a maximum of 10% (ten per cent) of the Agreement Value will be
imposed and shall be recovered by appropriation from the Performance Security
or otherwise. However, in case of delay due to reasons beyond the control of the
Project Engineer, suitable extension of time shall be granted.
7.2.3 Encashment and appropriation of Performance Security
The NMCG shall have the right to invoke and appropriate the proceeds of the
Performance Security, in whole or in part, without notice to the Project Engineer
in the event of breach of this Agreement or for recovery of liquidated damages
specified in this Clause 7.2.
7.3 Penalty for deficiency in Services
In addition to the liquidated damages not amounting to penalty, as specified in

Clause 7.2, warning may be issued to the Project Engineer for minor deficiencies
on its part. In the case of significant deficiencies in Services causing adverse
effect on the Project or on the reputation of the NMCG, other penal action
including debarring for a specified period may also be initiated as per policy of
the NMCG.
8. FAIRNESS AND GOOD FAITH
8.1 Good Faith
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The Parties undertake to act in good faith with respect to each other’s rights
under this Agreement and to adopt all reasonable measures to ensure the
realisation of the objectives of this Agreement.
8.2 Operation of the Agreement
The Parties recognise that it is impractical in this Agreement to provide for every
contingency which may arise during the life of the Agreement, and the Parties
hereby agree that it is their intention that this Agreement shall operate fairly as
between them, and without detriment to the interest of either of them, and that,
if during the term of this Agreement either Party believes that this Agreement is
operating unfairly, the Parties will use their best efforts to agree on such action
as may be necessary to remove the cause or causes of such unfairness, but failure
to agree on any action pursuant to this Clause shall not give rise to a dispute
subject to arbitration in accordance with Clause 9 hereof.
9. SETTLEMENT OF DISPUTES
9.1 Amicable settlement
The Parties shall use their best efforts to settle amicably all disputes arising out
of or in connection with this Agreement or the interpretation thereof.
9.2 Dispute resolution
9.2.1 Any dispute, difference or controversy of whatever nature howsoever arising

under or out of or in relation to this Agreement (including its interpretation)
between the Parties, and so notified in writing by either Party to the other Party
(the “Dispute”) shall, in the first instance, be attempted to be resolved amicably
in accordance with the conciliation procedure set forth in Clause 9.3.
9.2.2 The Parties agree to use their best efforts for resolving all Disputes arising under
or in respect of this Agreement promptly, equitably and in good faith, and
further agree to provide each other with reasonable access during normal
business hours to all non-privileged records, information and data pertaining to
any Dispute.
9.3 Conciliation
In the event of any Dispute between the Parties, either Party may call upon the
Director General, NMCG or the officer nominated by him, and the Chairman of
the Board of Directors of the Project Engineer or a substitute thereof for
amicable settlement, and upon such reference, the said persons shall meet no
later than 10 (ten) days from the date of reference to discuss and attempt to
amicably resolve the Dispute. If such meeting does not take place within the 10
(ten) day period or the Dispute is not amicably settled within 15 (fifteen) days
of the meeting or the Dispute is not resolved as evidenced by the signing of
written terms of settlement within 30 (thirty) days of the notice in writing
referred to in Clause 9.2.1 or such longer period as may be mutually agreed by
the Parties, either Party may refer the Dispute to arbitration in accordance with
the provisions of Clause 9.4.
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9.4 Arbitration
9.4.1 Any Dispute which is not resolved amicably by conciliation, as provided in

Clause 9.3, shall be finally decided by reference to arbitration by an Arbitral
Tribunal appointed in accordance with Clause 9.4.2. Such arbitration shall be
held in accordance with the Rules of Arbitration of the International Centre for
Alternative Dispute Resolution, New Delhi (the “Rules”), or such other rules as
may be mutually agreed by the Parties, and shall be subject to the provisions of
the Arbitration and Conciliation Act,1996. The place of such arbitration shall be
the capital of the State where the NMCG has its headquarters and the language
of arbitration proceedings shall be English.
9.4.2 There shall be [a sole arbitrator whose appointment] / [an Arbitral Tribunal of
three arbitrators, of whom each Party shall select one, and the third arbitrator
shall be appointed by the two arbitrators so selected, and in the event of
disagreement between the two arbitrators, the appointment]2 shall be made in
accordance with the Rules.
9.4.3 The arbitrators shall make a reasoned award (the “Award”). Any Award made
in any arbitration held pursuant to this Clause 9 shall be final and binding on the
Parties as from the date it is made, and the Project Engineer and the NMCG
agree and undertake to carry out such Award without delay.
9.4.4 The Project Engineer and the NMCG agree that an Award may be enforced
against the Project Engineer and/or the NMCG, as the case may be, and their
respective assets wherever situated.
9.4.5 This Agreement and the rights and obligations of the Parties shall remain in full
force and effect, pending the Award in any arbitration proceedings hereunder.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be

signed in their respective names as of the day and year first above written.
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of For and on behalf of
Project Engineer: NMCG
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
SIGNED, SEALED AND DELIVERED
2
Where the Agreement Value specified in Clause 6.1.2 of this Agreement is expected to be less than Rs.
2 crore, the provision for a sole arbitrator shall be retained and where the Agreement Value is likely to
be more than Rs. 2 crore, the provision for a Board shall be retained. Depending upon the Agreement
Value, one of the two square parentheses shall be deleted from Clause 9.4.2 prior to issuance of the RFP.
88
For and on behalf UP Jal Nigam
of
(Signature)
(Name)
(Designation)
(Address)
In the presence of:
1. 2.
89
Annex-1
Terms of Reference
(Refer Clause 3.1.2)
(Reproduce Schedule-1 of RFP)
90
Annex-2
Approved Sub-Project Engineer(s)

(Refer Clause 4.7)
(Reproduce as per Form-13 of Appendix-I)
91
Annex-3
Cost of Services
(Refer Clause 4.2 & 6.1)
(Reproduce BoQ as per Form-1 of Appendix-II)
92
Annex-4
Payment Schedule3
(Refer Clause 6.3)
To be reproduced from TOR.
Notes:
1. The above payments shall be made to the Project Engineer provided that the
payments to be made at any time shall not exceed the amount certified by the
Project Engineer in its Statement of Expenses.
2. All Reports shall first be submitted as draft reports for comments of the NMCG.
The NMCG shall provide its comments no later than 2 (two) weeks from the date
of receiving a draft report and in case no comments are provided within such 2
(two) weeks, the Project Engineer shall finalise its report..
3.
3
The Payment Schedule is indicative and may be suitably modified to meet project-specific
requirements, which should be in conformity with the Schedule provided in the TOR at Schedule-1.
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Annex- 5
Bank Guarantee for Performance Security

To
---------------------
------------------
....................
....................
....................
In consideration of “National Mission for Clean Ganga”,(hereinafter referred

to as “NMCG“) which expression shall, unless repugnant to the context or meaning
thereof, include its successors, administrators and assigns) awarding to
……………….., having its office at ……………….. (hereinafter referred as the
“Project Engineer” which expression shall, unless repugnant to the context or meaning
thereof, include its successors, administrators, executors and assigns), vide the
NMCG’s Letter of Award no. ………………. dated ……………….. valued at Rs.
……………….. (Rupees ………………..), (hereinafter referred to as the “Award”)
the assignment for consultancy services in respect of the …………………. Project, and
the Project Engineer having agreed to furnish a Bank Guarantee amounting to Rs.
……………….. (Rupees ………………..) to the NMCG for performance of the said
Agreement.
We, ……………….. (hereinafter referred to as the “Bank”) at the request of

the Project Engineer do hereby undertake to pay to the NMCG an amount not exceeding
Rs. ………………… (Rupees …………………. ) against any loss or damage caused
to or suffered or would be caused to or suffered by the NMCG by reason of any breach
by the said Project Engineer of any of the terms or conditions contained in the said
Agreement.
2. We, ……………….. (indicate the name of the Bank) do hereby undertake to

pay the amounts due and payable under this Guarantee without any demur, merely on
a demand from the NMCG stating that the amount/claimed is due by way of loss or
damage caused to or would be caused to or suffered by the NMCG by reason of breach
by the said Project Engineer of any of the terms or conditions contained in the said
Agreement or by reason of the Project Engineer’s failure to perform the said
Agreement. Any such demand made on the bank shall be conclusive as regards the
amount due and payable by the Bank under this Guarantee. However, our liability under
this Guarantee shall be restricted to an amount not exceeding Rs. ………………..
(Rupees …………………..).
3. We, ……………….. (indicate the name of the Bank) do hereby undertake to

pay to the NMCG any money so demanded notwithstanding any dispute or disputes
raised by the Project Engineer in any suit or proceeding pending before any court or
tribunal relating thereto, our liability under this present being absolute and unequivocal.
The payment so made by us under this bond shall be a valid discharge of our liability
for payment thereunder and the Project Engineer shall have no claim against us for
making such payment.
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4. We, ……………….. (indicate the name of Bank) further agree that the
Guarantee herein contained shall remain in full force and effect during the period that
would be required for the performance of the said Agreement and that it shall continue
to be enforceable till all the dues of the NMCG under or by virtue of the said Agreement
have been fully paid and its claims satisfied or discharged or till the NMCG certifies
that the terms and conditions of the said Agreement have been fully and properly carried
out by the said Project Engineer and accordingly discharges this Guarantee. Unless a
demand or claim under this Guarantee is made on us in writing on or before a period of
one year from the date of this Guarantee, we shall be discharged from all liability under
this Guarantee thereafter.
5. We, ………………… (indicate the name of Bank) further agree with the
NMCG that the NMCG shall have the fullest liberty without our consent and without
affecting in any manner our obligations hereunder to vary any of the terms and
conditions of the said Agreement or to extend time of performance by the said Project
Engineer from time to time or to postpone for any time or from time to time any of the
powers exercisable by the NMCG against the said Project Engineer and to forbear or
enforce any of the terms and conditions relating to the said Agreement and we shall not
be relieved from our liability by reason of any such variation, or extension being granted
to the said Project Engineer or for any forbearance, act or omission on the part of the
NMCG or any indulgence by the NMCG to the said Project Engineer or any such matter
or thing whatsoever which under the law relating to sureties would, but for this
provision, have the effect of so relieving us.
6. This Guarantee will not be discharged due to the change in the constitution of
the Bank or the Project Engineer(s).
7. We, ……………….. (indicate the name of Bank) lastly undertake not to revoke
this Guarantee during its currency except with the previous consent of the NMCG in
writing.
8. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be
restricted to Rs. .......... crore (Rupees ........................................... crore) only. The Bank
shall be liable to pay the said amount or any part thereof only if the NMCG serves a
written claim on the Bank in accordance with Paragraph 2 hereof, on or before [..........].
For ..............................................................
Name of Bank:
Seal of the Bank:
Dated, the ...........................day of ................., 20......
(Signature, name and designation of the authorised signatory)
NOTES:
(i) The Bank Guarantee should contain the name, designation and code number of
the officer(s) signing the Guarantee.
95
(ii) The address, telephone no. and other details of the Head Office of the Bank as
well as of issuing Branch should be mentioned on the covering letter of issuing
Branch.
96
SCHEDULE-3
(See Clause 2.3.3)
Guidance Note on Conflict of Interest
1. This Note further explains and illustrates the provisions of Clause 2.3 of the
RFP and shall be read together therewith in dealing with specific cases.
2. Project Engineers should be deemed to be in a conflict of interest situation if

it can be reasonably concluded that their position in a business or their
personal interest could improperly influence their judgment in the exercise
of their duties. The process for selection of Project Engineers should avoid
both actual and perceived conflict of interest.
3. Conflict of interest may arise between the NMCG and a Project Engineer or
between Project Engineers and present or future concessionaries/
contractors. Some of the situations that would involve conflict of interest are
identified below:
(a) NMCG and Project Engineers:
(i) Potential Project Engineer should not be privy to information

from the NMCG which is not available to others;
(ii) potential Project Engineer should not have defined the project
when earlier working for the NMCG;
(iii) potential Project Engineer should not have recently worked

for the NMCG overseeing the project.
(b) Project Engineers and concessionaires/contractors:
(i) No Project Engineer should have an ownership interest or a

continuing business interest or an on-going relationship with
a potential concessionaire/ contractor save and except
relationships restricted to project-specific and short-term
assignments; or
(ii) no Project Engineer should be involved in owning or

operating entities resulting from the project; or
(iii) no Project Engineer should bid for works arising from the
project.
The participation of companies that may be involved as investors or

consumers and officials of the NMCG who have current or recent
connections to the companies involved, therefore, needs to be avoided.
4. The normal way to identify conflicts of interest is through self-declaration

by Project Engineers. Where a conflict exists, which has not been declared,
competing companies are likely to bring this to the notice of the NMCG. All
98
Appendices
conflicts must be declared as and when the Project Engineers become aware
of them.
5. Another approach towards avoiding a conflict of interest is through the use

of “Chinese walls” to avoid the flow of commercially sensitive information
from one part of the Project Engineer’s company to another. This could help
overcome the problem of availability of limited numbers of experts for the
project. However, in reality effective operation of “Chinese walls” may be a
difficult proposition. As a general rule, larger companies will be more
capable of adopting Chinese walls approach than smaller companies.
Although, “Chinese walls” have been relatively common for many years,
they are an increasingly discredited means of avoiding conflicts of interest
and should be considered with caution. As a rule, “Chinese walls” should be
considered as unacceptable and may be accepted only in exceptional cases
upon full disclosure by a Project Engineer coupled with provision of
safeguards to the satisfaction of the NMCG.
6. Another way to avoid conflicts of interest is through the appropriate

grouping of tasks. For example, conflicts may arise if Project Engineers
drawing up the terms of reference or the proposed documentation are also
eligible for the consequent assignment or project.
7. Another form of conflict of interest called “scope–creep” arises when Project

Engineers advocate either an unnecessary broadening of the terms of
reference or make recommendations which are not in the best interests of the
NMCG but which will generate further work for the Project Engineers. Some
forms of contractual arrangements are more likely to lead to scope-creep. For
example, lump-sum contracts provide fewer incentives for this, while time
and material contracts provide built in incentives for Project Engineers to
extend the length of their assignment.
8. Every project contains potential conflicts of interest. Project Engineers

should not only avoid any conflict of interest, they should report any present/
potential conflict of interest to the NMCG at the earliest. Officials of the
NMCG involved in development of a project shall be responsible for
identifying and resolving any conflicts of interest. It should be ensured that
safeguards are in place to preserve fair and open competition and measures
should be taken to eliminate any conflict of interest arising at any stage in
the process.
99
APPENDICES
100
Appendices
APPENDIX-I
(See Clause 2.1.3)
TECHNICAL PROPOSAL
Form-1
Letter of Proposal
(On Bidder’s letter head)
(Date and Reference)
To,
........................
......................
.....................
Sub: Appointment of Project Engineer for ……………….. Project
Dear Sir,
With reference to your RFP Document dated ………….., I/we, having examined all
relevant documents and understood their contents, hereby submit our Proposal for
selection as Project Engineer for the …………………… Project. The proposal is
unconditional and unqualified.
1. All information provided in the Proposal and in the Appendices is true and
correct and all documents accompanying such Proposal are true copies of their
respective originals.
2. This statement is made for the express purpose of appointment as the Project
Engineer for the aforesaid Project.
3. I/We shall make available to the NMCG any additional information it may deem
necessary or require for supplementing or authenticating the Proposal.
4. I/We acknowledge the right of the NMCG to reject our Proposal without
assigning any reason or otherwise and hereby waive our right to challenge the
same on any account whatsoever.
5. I/We certify that in the last three years, we or any of our Associates have neither
failed to perform on any contract, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration award
against the Bidder, nor been expelled from any project or contract by any public
authority nor have had any contract terminated by any public authority for
breach on our part.
6. I/We declare that:
(a) I/We have examined and have no reservations to the RFP Documents,
including any Addendum issued by the NMCG;
101
(b) I/We do not have any Conflict of Interest in accordance with Clause 2.3
of the RFP Document;
(c) I/We have not directly or indirectly or through an agent engaged or

indulged in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice, as defined in Clause 4.3 of
the RFP document, in respect of any tender or request for proposal
issued by or any agreement entered into with the NMCG or any other
public sector enterprise or any government, Central or State; and
(d) I/We hereby certify that we have taken steps to ensure that in
conformity with the provisions of Section 4 of the RFP, no person
acting for us or on our behalf will engage in any corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive
practice.
7. I/We understand that you may cancel the Selection Process at any time and that
you are neither bound to accept any Proposal that you may receive nor to select
the Project Engineer, without incurring any liability to the Bidders in accordance
with Clause 2.8 of the RFP document.
8. I/We declare that we/any member of the consortium, are/is not a Member of
a/any other Consortium applying for Selection as a Project Engineer.
9. I/We certify that in regard to matters other than security and integrity of the
country, we or any of our Associates have not been convicted by a Court of Law
or indicted or adverse orders passed by a regulatory authority which would cast
a doubt on our ability to undertake the Consultancy for the Project or which
relates to a grave offence that outrages the moral sense of the community.
10. I/We further certify that in regard to matters relating to security and integrity of
the country, we have not been charge-sheeted by any agency of the Government
or convicted by a Court of Law for any offence committed by us or by any of
our Associates.
11. I/We further certify that no investigation by a regulatory authority is pending

either against us or against our Associates or against our CEO or any of our
Directors/Managers/employees.
12. I/We hereby irrevocably waive any right or remedy which we may have at any
stage at law or howsoever otherwise arising to challenge or question any decision
taken by the NMCG in connection with the selection of Project Engineer or in
connection with the Selection Process itself in respect of the above mentioned
Project.
13. The Bid Security of Rs. 9,15,274/- (Rupees Nine Lakh Fifteen Thousand Two
Hundred Seventy Four Only) in accordance with the RFP document.
14. I/We agree and understand that the proposal is subject to the provisions of the
RFP document. In no case, shall I/we have any claim or right of whatsoever
102
Appendices
nature if the Consultancy for the Project is not awarded to me/us or our proposal
is not opened or rejected.
15. I/We agree to keep this offer valid for 180 (one hundred eighty) days from the
Proposal Due Date specified in the RFP.
16. A Power of Attorney in favour of the authorised signatory to sign and submit
this Proposal and documents is attached herewith in Form-4.
17. In the event of my/our firm/ consortium being selected as the Project Engineer,
I/we agree to enter into an Agreement in accordance with the form at Schedule–
2 of the RFP. We agree not to seek any changes in the aforesaid form and agree
to abide by the same.
18. I/We have studied RFP and all other documents carefully and also surveyed the
Project site. We understand that except to the extent as expressly set forth in the
Agreement, we shall have no claim, right or title arising out of any documents
or information provided to us by the NMCG or in respect of any matter arising
out of or concerning or relating to the Selection Process including the award of
Consultancy.
19. The Financial Proposal is being submitted separately by using the appropriate
section on GeM portal. This Technical Proposal read with the Financial Proposal
shall constitute the Proposal which shall be binding on us.
20. I/We agree and undertake to abide by all the terms and conditions of the RFP
Document. In witness thereof, I/we submit this Proposal under and in accordance
with the terms of the RFP Document.
Yours faithfully,

(Name and seal of the Bidder / Lead Member)
103
APPENDIX-I
Form-2
Particulars of the Bidder
1.1 Title of Consultancy:
1.2 Title of Project:

……………….. Project
1.3 State the following:
Name of Company or Firm:
Legal status (e.g. incorporated private company, unincorporated
business, partnership etc.):
Country of incorporation:
Registered address:
Year of Incorporation:
Year of commencement of business:
Principal place of business:
Brief description of the Company including details of its main lines of
business
Name, designation, address and phone numbers of authorised signatory
of the Bidder:
Name:
Designation:
Company:
Address:
Phone No.:
E-mail address:
1.4 For the Bidder, , state the following information:
(i) In case of non-Indian Firm, does the Firm have business presence in
India?
Yes/No
If so, provide the office address(es) in India.
(ii) Has the Bidder been penalized by any organization for poor quality
of work or breach of contract in the last five years?
104
Appendices
Yes/No
(iii) Has the Bidder ever failed to complete any work awarded to it by any
public authority/ entity in last five years?
Yes/No
(iv) Has the Bidder been blacklisted by any Government
department/Public Sector Undertaking in the last five years?
Yes/No
(v) Has the Bidder, , suffered bankruptcy/insolvency in the last five
years?
Yes/No
Note: If answer to any of the questions at (ii) to (v) is yes, the Bidder
is not eligible for this consultancy assignment.
1.5 Does the Bidder’s firm/company combine functions as a Project Engineer
or adviser along with the functions as a contractor and/or a manufacturer?
Yes/No
If yes, does the Bidder agree to limit the Bidder’s role only to that of a
Project Engineer/ adviser to the NMCG and to disqualify themselves,
their Associates/ affiliates, subsidiaries and/or parent organization
subsequently from work on this Project in any other capacity?
Yes/No
1.6 Does the Bidder intend to borrow or hire temporarily, personnel from
contractors, manufacturers or suppliers for performance of the Consulting
Services?
Yes/No
If yes, does the Bidder agree that it will only be acceptable as Project
Engineer, if those contractors, manufacturers and suppliers disqualify
themselves from subsequent execution of work on this Project (including
tendering relating to any goods or services for any other part of the
Project) other than that of the Project Engineer?
Yes/No
If yes, have any undertakings been obtained (and annexed) from such
contractors, manufacturers, etc. that they agree to disqualify themselves
from subsequent execution of work on this Project and they agree to limit
their role to that of Project Engineer/ adviser for the NMCG only?
Yes/No

For and on behalf of ………………..
105
APPENDIX-I
Form-3
Statement of Legal Capacity

(To be forwarded on the letter head of the Bidder)
Ref. Date:
To,
.....................
....................
....................
Dear Sir,
Sub: RFP for Project Engineer: .................................. Project
I/We hereby confirm that we, the Bidder (along with other members in case of
consortium, the constitution of which has been described in the Proposal$), satisfy
the terms and conditions laid down in the RFP document.
I/We have agreed that ……………….. (insert Bidder’s name) will act as the Lead
Member of our consortium.
I/We have agreed that ……………….. (insert individual’s name) will act as our
Authorised Representative/ will act as the Authorised Representative of the
consortium on our behalf and has been duly authorized to submit our Proposal.
Further, the authorised signatory is vested with requisite powers to furnish such
proposal and all other documents, information or communication and authenticate
the same.
Yours faithfully,

For and on behalf of ..............................................
$
Please strike out whichever is not applicable
106
Appendices
APPENDIX-I
Form-4
Power of Attorney
Know all men by these presents, we, ......................................... (name of Firm and
address of the registered office) do hereby constitute, nominate, appoint and
authorise Mr / Ms........................................ son/daughter/wife and presently residing
at ........................................, who is presently employed with us and holding the
position of .................... as our true and lawful attorney (hereinafter referred to as
the “Authorised Representative”) to do in our name and on our behalf, all such
acts, deeds and things as are necessary or required in connection with or incidental
to submission of our Proposal for and selection as the Project Engineer for the
........................................ Project, proposed to be developed by the
.......................................... (the “NMCG”) including but not limited to signing and
submission of all Proposals, proposals and other documents and writings,
participating in pre-bid and other conferences and providing information/ responses
to the NMCG, representing us in all matters before the NMCG, signing and
execution of all contracts and undertakings consequent to acceptance of our proposal
and generally dealing with the NMCG in all matters in connection with or relating
to or arising out of our Proposal for the said Project and/or upon award thereof to us
till the entering into of the Agreement with the NMCG.
AND, we do hereby agree to ratify and confirm all acts, deeds and things lawfully
done or caused to be done by our said Authorised Representative pursuant to and in
exercise of the powers conferred by this Power of Attorney and that all acts, deeds
and things done by our said Authorised Representative in exercise of the powers
hereby conferred shall and shall always be deemed to have been done by us.
IN WITNESS WHEREOF WE, ................................ THE ABOVE NAMED

PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS
...................................... DAY OF ...................., 20.......
For ............................................
(Signature, name, designation and address)
Witnesses:
1.
2.
Notarised
Accepted
........................................
(Signature, name, designation and address of the Attorney)
Notes:
 The mode of execution of the Power of Attorney should be in accordance with

the procedure, if any, laid down by the applicable law and the charter
documents of the executant(s) and when it is so required the same should be
107
under common seal affixed in accordance with the required procedure. The
Power of Attorney should be executed on a non-judicial stamp paper of Rs. 100
(hundred) and duly notarised by a notary public.
 Wherever required, the Bidder should submit for verification the extract of the
charter documents and other documents such as a resolution/power of attorney
in favour of the person executing this Power of Attorney for the delegation of
power hereunder on behalf of the Bidder.
 For a Power of Attorney executed and issued overseas, the document will also
have to be legalised by the Indian Embassy and notarised in the jurisdiction
where the Power of Attorney is being issued. However, Bidders from countries
that have signed the Hague Legislation Convention 1961 need not get their
Power of Attorney legalised by the Indian Embassy if it carries a conforming
Apostille certificate.
108
Appendices
APPENDIX-I
Form-5
Financial Capacity of the Bidder

(Refer Clause 2.2.2 (B))
S. No. Financial Year Income from Professional Fees

(Rs./US $ in million)
1.
2.
3.
Certificate from the Statutory Auditor$
This is to certify that .................... (name of the Bidder) has received the
payments shown above against the respective years on account of professional
fees.
Name of the audit firm:
Seal of the audit firm
Date:
$ Incase the Bidder does not have a statutory auditor, it shall provide the certificate
from its chartered accountant that ordinarily audits the annual accounts of the
Bidder.
Note: The Bidder may attach separate sheets to provide brief particulars of other
relevant experience of the Bidder.
.
109
APPENDIX-I
Form-6
Particulars of Personnel
S. Designation of Name Educational Length of Professional Present Employment No. of

No. Personnel Qualification Experience Eligible
General Project Name of Firm Employed Assignments$
Specific Since
(1) (2) (3) (4) (5 A) (5B) (6) (7) (8)
1.
2.
3.
4.
5.
6.
$Refer Form 9 of Appendix I Experience of Personnel
110
Appendices
APPENDIX-I
Form-7
Proposed Methodology and Work Plan
The proposed methodology and work plan shall be described as follows:
1. Understanding of TOR (not more than two pages)
The Bidder shall clearly state its understanding of the TOR and also highlight
its important aspects. The Bidder may supplement various requirements of the
TOR and also make precise suggestions if it considers this would bring more
clarity and assist in achieving the Objectives laid down in the TOR.
2. Methodology and Work Plan (not more than five pages)
The Bidder will submit its methodology for carrying out this assignment,
outlining its approach toward achieving the Objectives laid down in the TOR.
The Bidder will submit a brief write up on its proposed team and organisation
of personnel explaining how different areas of expertise needed for this
assignment have been fully covered by its proposal. In case the Bidder is a
consortium, it should specify how the expertise of each firm is proposed to be
utilised for this assignment. The Bidder should specify the sequence and
locations of important activities, and provide a quality assurance plan for
carrying out the Consultancy Services.
Note: Marks will be deducted for writing lengthy and out of context responses.
111
APPENDIX-I
Form-8
Abstract of Eligible Assignments of the Bidder$

S.N Name Nam Star End Estimat Total Payment$$ Treatme

o of e of t Dat ed value of of nt
Proje Clie Dat e capital the profession Capacity
ct nt e cost of Profession al fees in MLD/
Project al fees received
(in Rs. by the
crore/ Bidder (in
US$ Rs. crore)
million)
(1) £ (2) (3) (4) (5) (6) (7) (8) (9)
1
$
The Bidder should provide details of only those projects that have been
undertaken by it under its own name or by its associate. If the project has been
undertaken by the associate, a certificate for associate relationship shall be submitted
in the format prescribed in form no 14 Appendix I.
$$
Exchange rate for conversion of US $ shall be as per Clause 1.7.1.
£
The names and chronology of Eligible Projects included here should conform to
the project-wise details submitted in Form-10 of Appendix-I.
Certificate from the Statutory Auditor$
This is to certify that the information contained in Column 6, 7, 8 & 9 above are
correct as per the accounts/documents of the Bidder and/ or the clients produced
before us.
Name of the audit firm:
Seal of the audit firm
Date:
112
Appendices
$
In case the Bidder does not have a statutory auditor, it shall provide the certificate
from its chartered accountant that ordinarily audits the annual accounts of the
Bidder.
relevant experience of the Bidder.
113
APPENDIX-I
Form-9
Abstract of Eligible Assignments of Personnel$

Name of Personnel:
Designation:
S.N Name Nam Estimate Name of Designatio Date of Man
o of e of d capital firm for n of the completio days
Project Clien cost of which Personnel n of the spen
$
t project the on the assignme t
(in Rs. Personn assignmen nt
cr./ US$ el t
million) worked
(1) (2) (3) (4) (5) (6) (7) (8)
1
2
3
4
5
6
7
8
9
10
$
Use separate Form for each Key Expert.
$$
The names and chronology of projects included here should conform to the
project-wise details submitted in Form-11 of Appendix-I.
relevant experience of the Key Expert.
114
Appendices
APPENDIX-I
Form-10
Eligible Assignments of Bidder

1. Name of Bidder:
2. Name of the Project:
3. STP/ETP/CETP capacity in MLD
4. Description of services performed by
the Bidder Firm:
5. Name of client and Address:
(indicate whether public or private)
6. Name and telephone no. of client’s
representative:
7. Estimated capital cost of the Project
(in Rs crore or US$ million):
8. Payment received by the Bidder (in
Rs. crore):
9. Start date of the services (month/

year):
10. Finish date of the services (month/

year):
11. Brief description of the Project:
It is certified that the aforesaid information is true and correct to the best of my
knowledge and belief.
(Signature and name of Authorised Signatory)
Notes:
1. Use separate sheet for each Eligible Project.
2. The Bidder may attach separate sheets to provide brief particulars of other relevant
experience of the Bidder.
3. Exchange rate for conversion of US $ shall be as per Clause 1.7.1.
115
APPENDIX-I
Form-11
Eligible Assignments of Personnel

1. Name of Personnel:
2. Designation of Personnel:
3. Name of the Project:
4. STP/ETP/CETP Capacity in MLD
5. Name of Consulting Firm where
employed:
6. Description of services performed by
the Personnel (including
designation):
7. Name of client and Address:
(indicate whether public or private)
8. Name and telephone no. of client’s
representative:
9. Estimated capital cost of the Project
(in Rs crore or US$ million):
10. Start date of the services (month/
year):
11. Finish date of the services (month/

year):
12. Brief description of the Project:
It is certified that the aforesaid information is true and correct to the best of my
knowledge and belief.
(Signature and name of Personnel)
Notes:
1. Use separate sheet for each Eligible Project.
2. The Bidder may attach separate sheets to provide brief particulars of other relevant
experience of the Key Expert.
3. Exchange rate for conversion of US $ shall be as per Clause 1.7.1.
4. Same format can be used for Non-key Expert as well.
116
Appendices
APPENDIX-I
Form-12
Curriculum Vitae (CV) of Personnel
1. Proposed Position:
2. Name of Personnel:
3. Date of Birth:
4. Nationality:
5. Educational Qualifications:
6. Employment Record:
(Starting with present position, list in reverse order every employment held.)
7. List of projects on which the Personnel has worked
Name of project Description of responsibilities
8. Details of the current assignment and the time duration for which services are
required for the current assignment.
Certification:
1 I am willing to work on the Project and I will be available for entire

duration of the Project assignment as required.
2 I, the undersigned, certify that to the best of my knowledge and belief,

this CV correctly describes me, my qualifications and my experience.
3 In accordance with Clause 2.1.4.2 of the RFP document, I have given

exclusive consent to M/s…………….{Name of the Bidder} for the
proposed position and I have not given consent to any other bidders.*
4 I am also aware that if found in contravention with the declaration in

para 3 above, NMCG is free to take appropriate action as it deems fit.*
(Signature and name of the Personnel)
Place.........................................
(Signature and name of the authorised signatory of the Bidder)
117
Notes:
1. Use separate form for each Key Expert
2. The names and chronology of assignments included here should conform to the
project-wise details submitted in Form-8 of Appendix-I.
3. Each page of the CV shall be signed in ink and dated by the Personnel concerned
and by the Authorised Representative of the Bidder firm along with the seal of the
firm. Photocopies will not be considered for evaluation. The same format can be used
for Non-Key Expert proposed by the bidder.
* Applicable only for the positions of Team Leader cum Waste Water Expert and
Senior Process Engineer.
118
APPENDIX-I
Form-13
Proposal for Sub-Project Engineer(s)
1. Details of the Firm

Firm’s Name, Address and
Telephone
Name and Telephone No. of the
Contact Person
Fields of Expertise
No. of Years in business in the

above Fields
2. Services that are proposed to be sub contracted:
3. Person who will lead the Sub- Project Engineer

Name:
Designation:
Telephone No:
Email:
4. Details of Firm’s previous experience
Name of Work Name, address and Total Duration Date of

telephone no. of Value of of Completion of
Client Services Services Services
Performed
1.
2.
3.
(Signature and name of the authorised signatory)
Note:
1. The Proposal for Sub-Project Engineer(s) shall be accompanied by the details

specified in Forms 12 and 13 of Appendix –I.
2. Use separate form for each Sub-Project Engineer
119
APPENDIX – I
Form-14
Certificate for Associate from Statutory Auditor.
(a) Certificate regarding Associate

(b)
Based on
(c)the
Hauthenticated record of [Insert name of the Company], this is to certify that [more than
50% (fifty per cent) of the
(d) FORMAT OFsubscribed
POWERandOF paidATTORNEY
up voting equityAPPOINTING
of ………………LEAD (name of the
MEMBER
Bidder/Member/ Associate) is held, directly or indirectly, by ……………….. (name of Bidder/
(e)
Member/Associate)
(f)
By virtue of the aforesaid, the latter exercises control over the former, who is an Associate.]
(g)
(h)
[…… (name of Bidder/Member/Associate) has the power, directly or indirectly, to direct or influence
the management and policies of ….. (Bidder/Member) by operation of law, contract or otherwise]. By
virtue of the aforesaid, the former exercises control over the latter, who is an Associate.]
A brief description of the said equity held, directly or indirectly, is given below:
{Describe the share-holding of the Bidder/Member and the Associate. In the event the Associate is
under common Control with the Associate/Consortium Member or the Control is exercised by
operation of law, the relationship may be suitably described and similarly certified herein.}
Signature, name and designation of the authorized signatory

of the Statutory Auditor:
Name, Address & Seal of the Statutory Auditor
Date:
120
APPENDIX I- Form no: 15.
FORM OF BID SECURITY (BANK GUARANTEE)
(in stamp paper)
B.G.No: Dated:
WHEREAS, ...........................(name of Bidder including names of all Joint Venture Participants)
(hereinafter called “the Bidder”) has submitted its Bid (hereinafter called the “Bid”) dated (date) for the
performance of (name of Contract).
KNOW ALL PEOPLE by these presents that We .................... (name of Bank) of .................... (name of
country) having our registered office at .................... (hereinafter called “the Bank”) are bound unto
.................... (hereinafter called “the Owner”) in the sum of ....................for which payment well and
truly to be made to the said Owner, the Bank binds itself, its successors, and assigns by these presents.
[The Bidder should insert the amount of the guarantee in words and in figures. This figure should be the
same amount as set out in RFP clause no. 2.20. The details related to the Bid Security are set out in the
same RFP Clause].
The CONDITIONS of this obligation are:
a. If the Bid has been termed as non-responsive in accordance with the clause 2.20.4
of the RFP document.
b. if the Bidder withdraws its Bid during the Bid Validity Period; or
c. if the Bidder, having been notified of the acceptance of its Bid by the Owner during
the period of Bid validity,
1. fails to sign the Agreement in accordance with and when required by RFP
Clause 2.29; or
2. fails to provide the performance security to the Owner in accordance with and
when required by RFP clause 2.21
d. If the Bidder fails to commence the assignment as per Clause 2.30 of the RFP
document.
We undertake to pay to the Owner up to the above amount upon receipt of its first
written demand, without the Owner having to substantiate its demand, provided that
in its demand the Owner will note that the amount claimed by it is due to it owing to
the occurrence of one or more of the conditions set out above, specifying the occurred
condition or conditions.
This Guarantee will remain in full force up to and including 45 days after the expiry
of the Bid Validity Period and it may be extended by the Owner in accordance with
the Bidding Documents, notice of which extension(s) to the Bank is hereby waived.
Any demand in respect of this Guarantee should reach the Bank not later than the
above date or the extended date.
This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010
Revision, ICC Publication No. 758 except that the supporting statement under Article
15(a) is hereby excluded.
SEALED with the Common Seal of the said
121
Bank this ....... day of ...................., [Year].
_________________________ ___________________________
WITNESS SIGNATURE OF THE BANK
(signature, name and address) SEAL
Name:
Position:
122
APPENDIX-II
(See Clause 2.1.3)
Form-1
Financial Proposal (BoQ)
This form is provided at GeM Portal (gem.gov.in). Bidders are advised to

download and fill the required details in the permitted cells and upload the same
123

40 - RFP of PE For Gokul Barrage in Mathura STP Project

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Request for Proposals

National Mission for Clean Ganga

राष्ट्रीय स्वच्छ गं गा मिशन

REQUEST FOR PROPOSALS

हाइब्रिड वाब्रषि की पीपीपी मोड आधारित उत्ति प्रदे श िाज्य के

RFP No.: Pc/2/2023- NMCG

S. No. Contents Page No.

1 Appendix-I: Technical Proposal 101

Form 6: Particulars of Personnel 110

Agreement As defined in Schedule-2

Non Key Expert As per Clause 2.1.4

Official Website As defined in Clause 1.11.2

Personnel As defined in Clause 2.1.4 & 1.1.1(n) of Schedule-2

Prohibited Practices As defined in Clause 4.1

1.1.1 Government of India, has approved the Namami Gange Programme as an

S.No. Name of the Project Indicative Project

1.2 Request for Proposals

The NMCG invites proposals (the “Proposals”) through GeM Portal

1.3 Due diligence by Bidders

1.4 Availability of RFP Document

Complete RFP document is available for download at website of the NMCG

1.5 Validity of the Proposal

1.6 Brief description of the Selection Process

The NMCG has adopted a Single-Stage Two Envelope selection process

1.7 Currency conversion rate and payment

The NMCG would endeavour to adhere to the following schedule:

S. No. Event Description Date and Time

4. Pre-Bid Conference by Virtual 31st May 2023 at 11:30 Hrs.

6. NMCG response to clarifications 12th June 2023

7. Bid Submission Start Date 19th June 2023

16. Validity of Proposal 180 days from Proposal Due Date

1.9 Pre-Bid visit to the Site and inspection of data

Office of the Superintending Engineer,

1.10 Pre-Bid Conference

1.11.1 Communications shall be addressed to:

Email: rkgupta@nmcg.nic.in and CC to ed.projects@nmcg.nic.in

1.11.2 The Official Website of the NMCG is:

RFP Notice No. ***** Appointment of Project Engineer for

2.1 Scope of Proposal

7 Senior Post-graduation in Should be a Civil Engineer in the 1 Intermitt

Non Key Experts – to be deployed full time at site

1 Safety Graduate/Post Must be a licensed/registered Safety 1

Science/ Arts/ Safety /Fire Engineering and Industrial

For Diploma Engineers: Should be

5 Support Diploma/ Graduate in For Graduate Engineers: Should have 1

8 MIS Any Graduate with Should have more than 7 years of 1

2.2 Conditions of Eligibility of Bidders

2.3 Conflict of Interest

(b) a constituent of such Bidder is also a constituent of another Bidder; or

2.4 Number of Proposals

2.5 Cost of Proposal

2.6 Site visit and verification of information

2.7 Acknowledgement by Bidder

(a) made a complete and careful examination of the RFP;

(b) received all relevant information requested from the NMCG;

(e) acknowledged that it does not have a Conflict of Interest; and

2.8 Right to reject any or all Proposals

(a) at any time, a material misrepresentation is made or discovered, or

Misrepresentation/ improper response by the Bidder may lead to the