ASSAM TEA CORPORATION LIMITED

(A Government of Assam Undertaking)

Housefed Complex, C-Block (7th Floor) Dr. B. N. Saikia Road, Dispur, Guwahati-781006
E-mail: [email protected] Website: www.assamteacorpn.in
Phone: 0361-2234064 Fax: 0361-2234058
CIN: U01132AS197 2SGC001363

REQUEST FOR PROPOSALS (RFP)

RFP Notice No.: ATC/RFP/CF-01 OF 2021

ENGAGEMENT OF CONSULTANT

For providing “Transaction Advisory and Bid process Management services

for leasing out of Tea Gardens of ATCL to the eligible bidder.”

Client: Assam Tea Corporation Limited (ATCL), Housefed Complex, ‘C’

Block, 7th floor, Dispur, Guwahati-781006

Issued on: 16-12-2021

1
 Table of Contents Page no.
1. RFP Notice 4
2. Disclaimer 5
3. General Conditions
3.1 About the Company 6
3.2 Objective 6
3.3 Introduction 6
3.4 Conflict of Interest 6
3.5 Restrictions for Government-owned Enterprises 7

4. Data Sheet 8
5. Preparation of Proposals
5.1. General Considerations 11
5.2. Cost of Preparation of Proposal 11
5.3. Proposal Validity 11
5.4. Extension of Validity Period 11
5.5. Substitution of Key Experts at Validity Extension 12
5.6. Sub-Contracting 12
5.7. Clarification and Amendment of RFP 12
5.8. Preparation of Proposals – Specific Considerations 12
5.9. Technical Proposal Format and Content 13
5.10. Financial Proposal 13
5.11. Currency of Proposal 13

6. Submission, Opening and Evaluation

6.1. Submission, Sealing, and Marking of Proposals 13
6.2. Confidentiality 14
6.3. Opening of Technical Proposals 14
6.4. Proposal Evaluation 14
6.5. Evaluation of Technical Proposals 14
6.6. Public Opening of Financial Proposals 14
6.7. Correction of Errors 14
6.8. Taxes 15

7. Negotiations and Award

7.1. Negotiations 15
7.2. Availability of Key Experts 15
7.3. Technical Negotiations 15
7.4. Financial Negotiations 16
7.5. Conclusion of Negotiations 16
7.6. Award of Contract 16
7.7. Performance Guarantee 16

2
8. Evaluation Criteria
8.1. Pre-Qualification Criteria 18
8.2. Technical Evaluation Criteria 20

9. Bid Submission Forms

9.1. Pre – Qualification Stage 23
9.2. Technical Proposal 30
9.3. Tentative Format for Financial Proposal / BoQ 34

10.Terms of Reference
10.1. Scope of Services 35
10.2. Procurement Deliverables 37
10.3. Evaluation of bids, demonstrating value for money 39
10.4. Agreement negotiations, Agreement Management Plan 40
10.5. Close-out report and financial closure 40
10.6. Key Deliverables, Timelines & Consultancy Fee Payment Schedule 41
10.7. Resource Requirement 41

11. General Condition of Contract

11.1. Definitions 44
11.2. Limitation of Liability 44
11.3. Indemnity 44
11.4. Termination 44
11.5. Consequences of termination of contract 45
11.6. Change Order 45
11.7. Force Majeure 45
11.8. Confidentiality 46
11.9. Liquidated Damages 46
11.10. Governing Law 47
11.11. Settlement of Disputes 47
11.12. Jurisdiction 47

ANNEXURE I: PERFORMANCE BANK GUARANTEE FORMAT 48

3
1. RFP Notice RFP No. ATC/RFP/CF-01 of 2021
Response to the RFP is invited online through e-procurement system i.e., through website
www.assamtenders.gov.in from the intending Firms/Consultants for Transaction Advisory and Bid
Process Management Services to ATCL for leasing out of Tea Gardens of ATCL to the eligible
bidder.
Important Dates:
Sl. No Scheduled Start Date Start Time End Date End Time
1 e- RFP Publishing on portal 17/12/2021 17:00 Hrs - -
2 e- RFP Download 17/12/2021 17:00 Hrs 28/12/2021 21:00 Hrs
3 Deadline for submission of 22/12/2021 11:00 Hrs - -
Pre-Bid Queries
4 Pre-Bid Meeting 22/12/2021 14:00 Hrs - -
5 Start date for Proposal 24/12/2021 11:00 Hrs
Submission
6 Last date for Proposal 29/12/2021 09:00 Hrs - -
Submission
7 Proposal opening (Pre- 29/12/2021 11:00 Hrs - -
Qualification and Technical)

RFP documents are available online and proposal documents are to be submitted online through e-
procurement system i.e. through website www.assamtenders.gov.in only on or before the last date
for submission of bid. The bidders/firms would be required to register in the website for submission
of the RFP documents. The bidders/Firms are required to have Digital Signature (DSC) from any of
the Certifying Authorities.
However, a hard copy of the of bid/Proposal submitted online shall have to be submitted at the Head
Office of ATCL (‘the Corporation’) at Housefed Complex, ‘C’ Block, 7th Floor, Dr. B. N. Saikia
Road, Dispur, Guwahati, Assam-781006 on or before the last date of Proposal submission for ready
reference along with the Earnest Money Deposit (EMD) in the form of Demand Draft/Banker’s
Cheque (in original) detail of which is mentioned in the Data Sheet. The Financial Bid should not
be attached with the hard copy of the documents submitted. It should be noted that in case of
discrepancy in the online and offline submission of documents, Bid documents submitted online
shall be considered for the purpose of evaluation.
Henceforth, any corrigendum/addendum related to this RFP may kindly be seen at the e-
procurement website www.assamtenders.gov.in.
All other relevant information is available on website www.assamtenders.gov.in and can be viewed
therefrom.
The undersigned shall not be held liable for any delays for submission of the RFP to the website
due to e-procurement system failure beyond the control. Even though the e-procurement system will
attempt to notify the bidders/firms of any RFP related updates, the undersigned shall not be liable
for any information not received by the bidder/firms. It is the bidder’s responsibility to verify the
website for the latest information related to the RFP documents.
In case of any queries regarding specifications or any other tenders’ norms, the clarification
requirements / representations shall be submitted in written form via mail at [email protected]
and [email protected] as per the timeline for submission of queries provided in the table above,
otherwise any unwritten/verbal queries will not be entertained/recorded by the Pre-bid committee.
The undersigned reserves the right to modify any terms, accept or reject any/all offer or to withdraw
this notice without assigning any reason thereof.

Managing Director
4
 Assam Tea Corporation Ltd.

2. Disclaimer
The information contained in this Request for Proposal document (“RFP”) or subsequently provided
to Applicants, whether verbally or in documentary or any other form by or on behalf of the Authority
or any of its employees or advisers, is provided to Applicants 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 or an offer by the Authority to the prospective Applicants 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 Authority in relation to the
Consultancy. Such assumptions, assessments and statements do not purport to contain all the
information that each Applicant may require. This RFP may not be appropriate for all persons, and
it is not possible for the Authority, 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 Applicant 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 Applicants may be on a wide range of matters, some of
which may depend upon interpretation of law. The information given is not intended to be an
exhaustive account of statutory requirements and should not be regarded as a complete or
authoritative statement of law. The Authority accepts no responsibility for the accuracy or otherwise
for any interpretation or opinion on the law expressed herein.
The Authority, its employees and advisers make no representation or warranty and shall have no
liability to any person including any Applicant 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 Authority also accepts no liability of any nature whether resulting from negligence or otherwise
however caused arising from reliance of any Applicant upon the statements contained in this RFP.
The Authority 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 Authority is bound to select an Applicant or to appoint
the Selected Applicant, as the case may be, for the Consultancy and the Authority reserves the right
to reject all or any of the Proposals without assigning any reasons whatsoever.
The Applicant 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 Authority or any
other costs incurred in connection with or relating to its Proposal. All such costs and expenses will
remain with the Applicant and the Authority shall not be liable in any manner whatsoever for the
same or for any other costs or other expenses incurred by an Applicant in preparation or submission
of the Proposal, regardless of the conduct or outcome of the Selection Process.

5
3. General Conditions
3.1 About the Company

Assam Tea Corporation Limited (henceforth ‘ATCL’ or ‘the Corporation’) is a 100% Government
of Assam Undertaking and it is currently managing 15 (fifteen) numbers of Tea estates having 7
(seven) numbers of factories in operation. The Tea Estates are spread at over 7000 Hectors (gross
area) approximately in different geographic location in the state of Assam.
To manage the Estates effectively, ATCL intends to lease out the aforesaid 15 nos. of Tea Gardens
to the eligible bidder(s) and has decided to engage experience Consultant to assist ATCL in the
entire process from preparing of the bid documents till the execution of the lease Agreement and
transfer of the business to the eligible bidder(s) onboarded for future operations.

3.2 Objective
The objective of engaging the Consultant is to avail/procure end to end Transaction Advisory and
Bid process management services by the Corporation in leasing out of the tea gardens to the eligible
bidder(s).
The TOR details out the scope, deliverables, timelines, payment schedule, etc. outlined at
section number 10 of the RFP.

3.3 Introduction

Assam Tea Corporation Ltd. (Client as named in the Data Sheet) intends to select a Consultant, in
accordance with the method of selection specified in the Data Sheet.
The Consultants are invited to submit a Technical Proposal and a Financial Proposal, as specified
in the Data Sheet, for consulting services required for the assignment named in the Data Sheet. The
Proposal will be the basis for negotiating and ultimately signing the Contract with the selected
Consultant.
The Consultants should familiarize themselves with the local conditions and take them into account
in preparing their Proposals, including attending a pre-bid conference as specified in the Data Sheet.
Attending any such pre-bid conference is optional and is at the Consultants’ expense.
The Client will timely provide, at no cost to the Consultants, the inputs, relevant project data, and
reports required for the preparation of the Consultant’s Proposal as specified in the Data Sheet.

3.4 Conflict of Interest

3.4.1 A Bidder/applicant shall not have a Conflict of Interest with regard to this assignment. Any
Bidder found to have such a conflict of interest as hereunder shall be disqualified.

6
3.4.2 ATCL requires that the Consultant provide professional, objective and impartial advice and
at all times hold ATCL’s interest as paramount, avoid conflicts with other assignments or
their own corporate interests and act without any consideration for future work. The
Consultant shall not accept or engage in any assignment that would be in conflict with its
prior or current obligations to other employers/clients or that may place it in a position of
not being able to carry out the assignment in the best interest of ATCL.

3.4.3 Without limitation on the generality of the foregoing, the Consultant and any of its experts
shall be considered to have a conflict of interest and shall not be selected under any of the
circumstances set forth below:

(a) If there is a conflict among this and other consulting assignments of the Consultant
(including its personnel) and any subsidiaries or entities controlled by such
Consultant. The duties of the Consultant depend on the circumstances of each case.
While providing Consultancy services to ATCL for this particular assignment, the
Consultant shall not take up any assignment that by its nature will result in conflict
with the present assignment.
(b) A firm which has been engaged by ATCL to provide goods or works for a project,
and any of its affiliates, will be disqualified from providing consulting services for
the same project. Conversely, a firm hired to provide consulting services for the
preparation of implementation of a project, and any of its affiliates, will be
disqualified from subsequently, providing goods or works or services related to the
same project. save and except as provided in Sub- Clause C below; 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
(c) A Bidder/Applicant eventually appointed to provide Consultancy for this Project, as
well as any of its Associates, affiliates, shall be disqualified from subsequently
providing goods or works or services related to the valuation and execution of the
same project (other than a continuation of the Firm’s earlier consulting services) till
one year from the date of completion of services under this Consultancy. For the
avoidance of doubt, an entity affiliated with the Consultant shall include a partner in
the Consultant’s firm or a person who holds more than 5% (five per cent) of the
subscribed and paid-up share capital of the Consultant, as the case may be, and any
Associate thereof.

3.5 Restrictions for Government-owned Enterprises

Government-owned enterprises or institutions shall be eligible for participating in this bid only if
they can establish that they (i) are legally and financially autonomous, (ii) operate under commercial
law, and (iii) that they are not dependent agencies of the Client.

7
 4. Data Sheet
Sl. No. Particulars Details
1 RFP Notice/ Tender no. ATC/RFP/CF-01 of 2021
2 Name of Project /Assignment Transaction Advisory and Bid process
Management services for leasing out of Tea
Gardens of ATCL to the eligible bidder(s)
3 Tender Inviting Authority (Client) Assam Tea Corporation Limited
4 Address of Registered/Head Office Housefed Complex, ‘C’ Block, 7th Floor, Dr.
B. N. Saikia Road, Dispur, Guwahati, Assam-
781006
5 Method of Selection Tender to be awarded to L1 Bidder
6 Period of collection of Tender Tender documents can be downloaded from
Documents the official procurement portal
https://assamtenders.gov.in from 17/12/2021
(17:00 Hrs onwards)
7 Bid Validity Period 90 Days from the date of opening of the
Proposal
8 Time for completion of work 6 months from the date of Letter of
Acceptance (LoA) issued by the selected
Consultant
9 Last Date & Time for submission of 22/12/2021 till 11:00 Hrs
Pre-Bid Queries Clarifications shall be accepted only via mail
at [email protected] and
[email protected]
10 Time & Venue of Pre-Bid Meeting 22/12/2021 at 14:00 Hrs at the Head Office of
ATCL
11 The Client will provide the following None, other than as mentioned in the Terms
inputs, project data, reports, etc. to of Reference (ToR) of the RFP
facilitate the preparation of the
Proposals
12 Language All documents relating to the Proposals,
selection and engagement of consultants,
including preparation of contract shall be
submitted in English Language. All
correspondence exchange shall be in English
language only.
13 Participation of Sub-consultants, Key No
Experts and Non-Key Experts in more
than one Proposal is permissible
14 Consortium / Joint Venture Allowed No
15 Sub-Contract / Sub-Consultancy No
Allowed

8
16 Taxes The Client’s evaluation of the Consultant’s
Financial Proposal shall include taxes and
duties.
17 Contact Bidders may communicate through email
regarding any issue related to this
procurement. Any communication should
mandatorily be sent to
[email protected] with a copy
to [email protected] & [email protected]

18 Earnest Money Deposit (EMD) in the Rs. 30,000/- (Rupees Thirty Thousand
form of Demand Draft (DD)/Banker’s Only) to be submitted in original with the
Cheque in favour of “ASSAM TEA Hard Copy of the Proposal at the Head
CORPORATION LIMITED” drawn Office of ATCL. The scan copy of the EMD
on any nationalized or scheduled should however be uploaded while
commercial bank and payable at submitting the online proposal through the
Guwahati – Refundable e -procurement portal, i.e.
https://assamtenders.gov.in

19 Estimated number Key Experts 5 (five) number of Key Experts.

required This does not include non-key experts.
20 Information on the Consultant’s tax It is the bidder’s sole responsibility to
obligations in the Client’s country can determine all relevant taxes
be found as under Goods and Services
Act, 2017
Submission, Opening and Evaluation
21 The Consultants shall submit their Proposals electronically on
www.assamtenders.gov.in. Detailed instructions regarding the bidding process on e-
Procurement portal are uploaded separately in the document titled ‘Submission,
Opening and Evaluation'.
However, a hard copy of the of bid/Proposal submitted online shall have to be submitted
at the Head Office of ATCL on or before the last date of Proposal submission for ready
reference along with the Earnest Money Deposit (EMD) in the form of Demand
Draft/Banker’s Cheque (in original) detail of which is mentioned in the Data Sheet. The
Financial Bid should not be attached with the hard copy of the documents
submitted.

It should be noted that in case of discrepancy in the online and offline submission of
documents, Bid documents submitted online shall be considered for the purpose of
evaluation.

22 The Consultant must submit: Pre-Qualification

Technical Proposal
Financial Proposal

23 Mode of Bidding All three proposals need to be submitted on

the e-procurement portal.

9
 Technical Proposals of only those bidders
complying with the Pre-Qualification
requirements, shall be opened. Financial Bid
will be opened for only those Bidders who
satisfy the conditions of Technical Proposal

24 Last Date & Time for Online The tender is to be SUBMITTED ONLINE
Submission through the e-procurement portal of Govt. of
Assam i.e. https://assamtenders.gov.in on or
before the last date mentioned in the RFP
Notice
25 Proposal Composition The Proposal shall comprise the following:
Pre-Qualification Proposal:
• Bid Cover Letter
• Pre-Qualification Checklist & Supporting
Documents as provided in the ‘Section
8.1: Pre-Qualification Criteria’
• Bidder’s Organization Information
• Major Litigation and Blacklisting
Declaration
• Power of Attorney to sign the Proposal
(Formats provided in section 9.1)
Technical proposal:
• Bidder’s Organization Experience
• Bidder’s Key Personnel’s Educational
qualification and experience
(Formats provided in section 9.2)
Financial Proposal:
• Financial Formats as provided in the BoQ
in the portal i.e.,
https://assamtenders.gov.in. A tentative
format of the same is outlined at section
no. 9.3 of this RFP

26 Date & Time of Opening of Technical The Pre-Qualification & Technical Bid will
Proposal be opened online on
https://assamtenders.gov.in on the date
mentioned in the RFP Notice. However, the
bidder can view the opening status from their
account.
Financial Proposal shall be opened on the date
to be intimated separately to the successful
bidders who satisfy conditions of Technical
Proposal via email at their registered mail id.

10
 27 Pre-Qualification Criteria Detailed Criteria is provided in Section 8.1
28 Technical Evaluation Criteria Detailed Criteria is provided in Section 8.2
29 The lowest evaluated Financial Proposal (L1) is eligible for the award of
contract/engagement

Negotiations and Award

30 Expected date and address for contract negotiations:
Date: 03-01-2022
Address: At the Head office of ATCL
31 The publication of the contract award information following the completion of the
contract negotiations and contract signing will be done on the e-procurement portal i.e.
www.assamtenders.gov.in
The publication will be done within 30 days after the contract signing.
32 Expected date for the commencement of the Services:
Date: 10-01-2022 at: Guwahati, India

5. Preparation of Proposals

5.1.General Considerations

In preparing the Proposal, the Consultant is expected to examine the RFP in detail. Material
deficiencies in providing the information requested in the RFP may result in rejection of the
Proposal.
5.2.Cost of Preparation of Proposal

The Consultant shall bear all costs associated with the preparation and submission of its Proposal,
and the Client shall not be responsible or liable for those costs, regardless of the conduct or outcome
of the selection process. The Client is not bound to accept any proposal and reserves the right to
annul the selection process at any time prior to Contract award, without thereby incurring any
liability to the Consultant.
5.3.Proposal Validity

The Data Sheet indicates the period during which the Consultant’s Proposal must remain valid after
the opening of the Proposal.
During this period, the Consultant shall maintain its original Proposal without any change, including
the availability of the Key Experts, the proposed rates and the total price.
If it is established that any Key Expert nominated in the Consultant’s Proposal was not available at
the time of Proposal submission or was included in the Proposal without his/her confirmation, such
Proposal shall be disqualified and rejected for further evaluation.

11
 5.4.Extension of Validity Period

The Client will make its best effort to complete the negotiations within the proposal’s validity
period. However, should the need arise, the Client may request, in writing, all Consultants who
submitted Proposals prior to the submission deadline to extend the Proposals’ validity.
If the Consultant agrees to extend the validity of its Proposal, it shall be done without any change
in the original Proposal and with the confirmation of the availability of the Key Experts.
The Consultant has the right to refuse to extend the validity of its Proposal in which case such
Proposal will not be further evaluated.
5.5.Substitution of Key Experts at Validity Extension

If any of the Key Experts become unavailable for the extended validity period, the Consultant shall
provide a written adequate justification and evidence satisfactory to the Client together with the
substitution request. In such case, a replacement Key Expert shall have equal or better qualifications
and experience than those of the originally proposed Key Expert.
If the Consultant fails to provide a replacement Key Expert with equal or better qualifications, or if
the provided reasons for the replacement or justification are unacceptable to the Client, such
Proposal will be rejected.
5.6.Sub-Contracting

The Consultant shall not subcontract the Services.

5.7.Clarification and Amendment of RFP

The Consultant may request a clarification of any part of the RFP during the period indicated in the
Data Sheet before the Proposals’ submission deadline. Any request for clarification must be sent in
writing to the Client’s address indicated in the Data Sheet. The Client will respond in writing and
will send written copies of the response (including an explanation of the query but without
identifying its source) to all such Consultants. Should the Client deem it necessary to amend the
RFP as a result of a clarification, it shall do so following the procedure described below:
a) At any time before the proposal submission deadline, the Client may amend the RFP by
issuing an amendment in the e-procurement portal or if possible, in writing or by standard
electronic means. The bidders should regularly check the e-procurement portal for any
amendments/ clarifications.

b) If the amendment is substantial, the Client may extend the proposal submission deadline to
give the Consultants reasonable time to take an amendment into account in their Proposals.

The Consultant may submit a modified Proposal or a modification to any part of it at any time prior
to the proposal submission deadline. No modifications to the Technical or Financial Proposal shall
be accepted after the deadline.
5.8. Preparation of Proposals – Specific Considerations

While preparing the Proposal, the Consultant must give particular attention to the following:

12
 a) The Corporation has indicated in the Data Sheet the number of Key Experts required and the
total period for completion of the work. This is indicative and the Proposal shall be based
accordingly.

b) As stated in the Data Sheet, the Consultant shall include in its Proposal the time input of
each Key Expert required during the entire period of engagement (in the unit as deemed
necessary) for completion of work, failing which the Financial Proposal will be adjusted for
the purpose of comparison of proposals and decision for award in accordance with the
procedure in the Data Sheet.

5.9. Technical Proposal Format and Content

The Technical Proposal shall be prepared as outlined in section 9.2 of this RFP document and shall
not include any financial information. A Technical Proposal containing material financial
information shall be declared non-responsive.
Consultant shall not propose alternative Key Experts. Only one CV shall be submitted for each Key
Expert position. Failure to comply with this requirement will make the Proposal non-responsive.

5.10. Financial Proposal

The Financial Proposal shall be submitted online in the BoQ provided in the portal i.e.,
https://assamtenders.gov.in with a scanned copy of letter of proposal. A tentative format of the
same is outlined at section no. 9.3 of this RFP document. The Applicant shall quote a lump-sum
amount as fee including all expenditure like conveyance, incidentals, out of pocket expenses, etc. to
be incurred on the Consultancy. The cost should be inclusive of all taxes and duties and nothing
extra shall be payable. The fee of the Consultant shall be inclusive of all costs related to visits,
attending meetings, conferences, making suitable presentations including remuneration for Key
Experts and Non-Key Experts.

The Bidder shall quote the lumpsum fee which shall be considered in evaluation and selection
of the Consultant. However, each element of Financial Bid of the selected Bidder may be reviewed
during contract negotiations, if any, to determine the final contract price due to change in scope of
the work. The estimate of Personnel Cost shall be submitted in the format specified above which
shall be used only when consultancy services are availed beyond the scope of work included in RFP.

5.11. Currency of Proposal

The Consultant shall express the price for its Services in Indian National Rupee (INR).

6. Submission, Opening and Evaluation

13
 6.1. Submission, Sealing, and Marking of Proposals

The Consultant shall submit a signed and complete Proposal comprising the documents and forms
in accordance with Section 9 (Bid Submission Forms). The submission shall be done electronically
as specified in the Data Sheet.
An authorized representative of the Consultant shall sign the original submission letters in the
required format for Pre-qualification, Technical and the Financial Proposal and shall initial all pages
of both. The authorization shall be in the form of a written power of attorney attached to the
Technical Proposal.
Any modifications, revisions, interlineations, erasures or overwriting shall be valid only if they are
signed or initialed by the person signing the Proposal.
The Proposal or its modifications must be uploaded on www.assamtenders.gov.in as indicated in
the Data Sheet no later than the deadline indicated in the Data Sheet, or any extension to this
deadline. Any Proposal or its modification received by the Client after the deadline shall be declared
late and rejected.

6.2. Confidentiality

From the time the Proposals are opened to the time the Contract is awarded, the Consultant should
not contact the Client on any matter related to its Technical and/or Financial Proposal. Information
relating to the evaluation of Proposals and award recommendations shall not be disclosed to the
Consultants who submitted the Proposals or to any other party not officially concerned with the
process, until the publication of the Contract award information.
Any attempt by consultants or anyone on behalf of the Consultant to influence improperly the Client
in the evaluation of the Proposals or Contract award decisions may result in the rejection of its
Proposal.
6.3. Opening of Technical Proposals

The Client’s evaluation committee shall conduct the opening of the Technical Proposals
electronically. The opening date is stated in the Data Sheet.
6.4. Proposal Evaluation

While evaluating the Proposals, the Client will conduct the evaluation solely on the basis of the
submitted Pre-qualification, Technical and Financial Proposals. The Consultant is not permitted to
alter or modify its Proposal in any way after the proposal submission deadline.
6.5. Evaluation of Technical Proposals

The Client’s evaluation committee shall evaluate the Technical Proposals on the basis of the
evaluation criteria specified in section 8 of this RFP document. A Proposal shall be rejected at this
stage if it does not respond to important aspects of the RFP indicated in section 8.2 of this RFP
document.

14
 6.6. Public Opening of Financial Proposals

After the technical evaluation is completed, those Consultants that have qualified the technical
criteria will be intimated in their registered email the date and time of opening of the Financial
Proposal.
Subsequently, the Financial Proposals shall be electronically opened and the comparative statement
could be made available to the qualified Consultants for reference.
6.7. Correction of Errors

Activities and items described in the Technical Proposal but not priced in the Financial Proposal,
shall be assumed to be included in the prices of other activities or items, and no corrections are made
to the Financial Proposal. The Client’s evaluation committee will
(a) correct any computational or arithmetical errors, and

(b) adjust the prices if they fail to reflect all inputs included for the respective activities or items in
the Technical Proposal. In case of discrepancy between (i) a partial amount (sub-total) and the total
amount, or (ii) between the amount derived by multiplication of unit price with quantity and the
total price, or (iii) between words and figures, the former will prevail.
In case of discrepancy between the Technical and Financial Proposals in indicating quantities of
input, the Technical Proposal prevails, and the Client’s evaluation committee shall correct the
quantification indicated in the Financial Proposal so as to make it consistent with that indicated in
the Technical Proposal, apply the relevant unit price included in the Financial Proposal to the
corrected quantity, and correct the total Proposal cost.

6.8. Taxes

The Client’s evaluation of the Consultant’s Financial Proposal shall include applicable taxes and
duties.

7. Negotiations and Award

7.1. Negotiations

The negotiations will tentatively be held at the date and address indicated in the Data Sheet with the
Consultant’s representative(s) who must have written power of attorney to negotiate and sign a
Contract on behalf of the Consultant.
The Client shall prepare minutes of negotiations that are signed by the Client and the Consultant’s
authorized representative.
7.2. Availability of Key Experts

The invited Consultant shall confirm the availability of all Key Experts included in the Proposal as
a pre-requisite to the negotiations. Failure to confirm the Key Experts’ availability may result in the
rejection of the Consultant’s Proposal and the Client proceeding to negotiate the Contract with the
next-ranked Consultant.

15
Notwithstanding the above, the substitution of Key Experts at the negotiations may be considered
if due solely to circumstances outside the reasonable control of and not foreseeable by the
Consultant, including but not limited to death or medical incapacity. In such case, the Consultant
shall offer a substitute Key Expert within the period of time specified in the letter of invitation to
negotiate the Contract, who shall have equivalent or better qualifications and experience than the
original candidate.
There should be adequate support team of junior consultants to support the above referred key
Experts.
7.3. Technical Negotiations

The negotiations include discussions of the Terms of Reference (TORs), the proposed methodology,
the Client’s inputs, the special conditions of the Contract, and finalizing the “Description of
Services” part of the Contract. These discussions shall not substantially alter the original scope of
services under the TOR or the terms of the contract, lest the quality of the final product, its price, or
the relevance of the initial evaluation be affected.
7.4. Financial Negotiations

The negotiations include the clarification of the Consultant’s tax liability and how it should be
reflected in the Contract.
7.5. Conclusion of Negotiations

The negotiations are concluded with a review of the finalized draft Contract, which then shall be
initialed by the Client and the Consultant’s authorized representative.
If the negotiations fail, the Client shall inform the Consultant in writing of all pending issues and
disagreements and provide a final opportunity to the Consultant to respond. If disagreement persists,
the Client shall terminate the negotiations informing the Consultant of the reasons for doing so.
After having obtained the Government of Assam’s no objection, the Client will invite the next-
ranked Consultant to negotiate a Contract. Once the Client commences negotiations with the next-
ranked Consultant, the Client shall not reopen the earlier negotiations.
7.6. Award of Contract

After completing the negotiations, Letter of Intent (LoI) or any other document awarding the
contract shall be issued by the Client which should be accepted by the selected bidder by issuing
Letter of Acceptance (LoA) within 7(Seven) days of receipt of Letter of Intent (LoI) or any other
document awarding the contract. Thereafter, the Contract shall be signed; publish the award
information as per the instructions in the Data Sheet. The Consultant is expected to commence the
assignment as per the Terms of this RFP.

7.7. Performance Guarantee:

a. A Performance Bank Guarantee (PBG) of a Scheduled Bank of an amount of 10% of the value
of the Work Order which shall remain valid for a period of 12 (twelve) months from the date
of its issue or sixty days beyond the date of completion of all contractual obligations of the
bidder including warranty obligations, maintenance and defect liability period, whichever is
the latter and has to be submitted by the selected consultant with Letter of Acceptance (LoA)
16
 within 7(Seven) days of receipt of Letter of Intent (LoI) or any other document awarding the
contract.

b. Extension of time for submission of PBG beyond 7(Seven) days and up to 15(fifteen) days
from the date of issue of LOI may be given by ATCL on written request of the Successful
Bidder. However, a penal interest @15% (Fifteen percent) per annum, on the amount of
Performance Security, shall be payable by the Successful Bidder for the period of extension
beyond 7(Seven) days. In case Successful Bidder fails to submit the Performance Security
even up to 15(fifteen) days from the date of issue of LOI, the contract shall be terminated by
cancellation of LOI and invoke the Earnest Money Deposit (EMD) and disqualify Bidder from
bidding for any contract/project of ATCL for a period of 12 months from the date of
notification without prejudice to any other right or remedy that may be available to the
Authority under the Bidding Documents and/or the Agreement.

c. The Performance Bank Guarantee should preferably be in the prescribed format at Annexure-I
of this RFP in favour of “ASSAM TEA CORPORATION LIMITED” drawn on any
nationalized or scheduled commercial bank and payable at Guwahati.

d. All payments will be released to the consultant subject to submission of performance bank
guarantee

e. All charges with respect to the PBG such as commission, premium etc. shall be borne by the
consultant.

f. The PBG shall be released to the consultant two months after the payment of the final bill and
submission of NOC

g. No interest will be paid on the PBG

h. Performance Guarantee shall be forfeited in any of the following cases:
i. If any terms and conditions of the Contract are infringed.
ii. If the consultant fails to complete service satisfactorily.
iii. If the consultant fails to deliver the deliverables as per the terms laid down in this
document.
iv. If the consultant deploys resources that is at variance with the resources quoted in terms
of qualification and/or experience.

v. Any other case as per notice by the Client. Notice will be given to the consultant with
reasonable time before performance security deposit is forfeited .

Note: The Performance Bank Guarantee issuing Bank must mention receiver’s details as
Union Bank of India; IFSC/RTGS Code No. UBIN0816353; Dispur Branch, Kamrup
Metropolitan; Place- Guwahati, Assam at which a message shall be sent by the issuing Bank
through SFMS, to establish the authenticity of issued Bank Guarantee Bond.

17
8. Evaluation Criteria
8.1. Pre-Qualification Criteria
Sl. Basic Requirement Specific Requirement Supporting Documents
No.
1 Legal Entity The bidder should be a • True copy of Certificate
Business Entity shall mean a of Incorporation or
company registered in India equivalent
under the Companies Act 1956
or 2013, or a Limited Liability • Certificate from
Partnership registered in India competent authority to
under the Limited Liability demonstrate Nature of
Partnership Act, 2008 or a Business
partnership firm registered
under the relevant and • PAN and Goods and
prevailing law relating to Service Tax (GST)
partnership in India. Registration Certificate
2 Bidder Turnover The bidder should have a • Certificate from a
minimum average Annual Chartered Accountant
turnover of at least Rs.50
Crores from Indian operations
in Business Consulting/
Advisory/ Bid Process
Management services over the
last three financial years
(FY17-18, FY18-19 and FY
19-20)
3 Positive Net worth Bidder should have a positive • Certificate from a
net worth for each of the last 3 Chartered Accountant
financial years (FY17-18,
FY18-19 and FY 19-20)
4 Number of years in The entity should be in • Work Orders
providing Transaction business consultancy services or
Advisory and Bid for the last 10 years and • Completion Certificates
Process Management offering transaction advisory of projects undertaken to
services and bid process management demonstrate years of
services for the last 5 years as operations
on March 31, 2021 • in Format 9.2.1
5 Number of Assignments Bidder should have • Work Orders
and value thereof demonstrated experience of or
undertaking at least 3 (three) • Completion Certificates
assignments each involving of projects undertaken to
transaction advisory and bid demonstrate relevant
management services of value experience
equal to or more than Rs. 50
lacs in the last 5 years as on • in Format 9.2.2
March 31, 2021
6 Availability of The company should have at • Certification from
Manpower least 15 full time professionals Bidder’s
on the rolls of the entity, as on HR Department
November 30, 2021

18
 7 Major Litigations and Bidder should not have been • A Self Certified letter by
Blacklisting blacklisted/debarred with any an authorized signatory
Central or State Government in Format 9.1.4
Ministries / Department /
Agencies/ Authorities / PSUs
in the last 10 years as on the
Proposal Due Date. There
should be no major litigation
involving the bidder which can
adversely impact the
performance of services by the
bidder
8 Power of attorney Proposal must be properly
signed by the authorized • A copy of the Power of
representative (the Attorney certified under
“Authorized Representative”) the hands of a partner or
of the applicant as detailed director of the Bidder and
below: notarized by a notary
public in the form
specified shall
(a) by a partner, in case of accompany the Proposal.
a partnership firm
and/or a limited • The Power of Attorney
liability partnership shall be supported with
holding the Power of board resolution / charter
Attorney; or document in favour of
executant.
(b) by a Director/duly
authorized person
holding the Power of
Attorney, in case of a
Limited Company or a
corporation;

Note:

1. Consortium/Joint Venture firm(s) are not allowed to bid.

2. Sub-Contract/ Sub-Consultancy is not allowed.
3. Technical Proposals of only those bidders complying with the Pre-Qualification requirements,
shall be opened.

19
8.2. Technical Evaluation Criteria
A. Relevant Experience of the Applicant / Bidder
Criteria Criteria Break-up
Relevant Experience of the Firm (Please refer to clause 8.1.4 and 8.1.5.)

B. Relevant Educational Qualification and Experience of the Key Personnel

Sl. Resource Profile Educational Qualification Total Experience

No.
1 Team Leader Masters in Economics / Business • 10 (ten) years’ Work
Administration or Chartered Experience and he/ she
Accountant should have led at least 2
(two) Projects for
transaction advisory and bid
management services with
Central / State Government
agencies / Tea / Coffee
Boards in India

2 Domain Expert – Master in Agriculture or related • 8 (eight) years’ Work

Tea Garden field Experience of operations
Management and management of tea
gardens and should have
been in management
capacity in at least 1 (one)
tea garden

3 Bid Management Master Degree in HR • 8 years’ Work Experience of

Expert Management/ Finance / handling multilateral /
Economics or CA bilateral funded
engagements involving bid
management

• Should have carried out

assignments involving bid
management for at least 3
Government client at
National or State level

4 Financial Masters in Accounting / Finance / • 8 years’ Work Experience in

Management Economics or CA carrying out assignments
Expert related to Financial
Management for projects in

20
 States / Central Government
agencies in India

• Should have experience in

carrying out Project
Appraisal, designing
Revenue Model, Financial
Analysis and Reporting
5 Domain Expert - LLB • 8 years’ Work of drafting
Legal concessionaire agreements,
contracts, legal
representations, transaction
advisory documentations
with State / Central
Government agencies in
India

NOTES:

1. Relevant Experience:

For the purposes of satisfying the Conditions of Eligibility and for evaluating the Proposals under
this RFP, bidders are required to quote assignments demonstrating their competence and experience
in carrying out assignments involving the following areas:
• financial analysis with and project finance experience
• procurement and structuring
• transaction advisory and bid process management
• dealing in inventory and transfer of assets
• legal, with relevant law and experience in the drafting and negotiating agreements
• technical due diligence and advice on structuring and contracts
• Project planning management
• Project facilities management
• relevant expertise in Tea Garden operations and Management
• negotiations
• contract management
• project management
As a proof of an experience on an assignment, work order or completion certificate or statutory
auditors’ certificate or contract or letter of award shall be submitted in the format outlined at section
9.2.1 of RFP

2. Particulars of Key Personnel:

The particulars of the proposed Key Personnel and along with their Curriculum Vitae (CV) and
consent letter is to be provided in the format given herein at section 9.2.2 of RFP

21
3. Technical Presentation:

A. Bidders are required to prepare and present a PPT on their relevant experience, the
proposed approach & methodology, work plan for performing the assignment, including a
detailed description of the staffing schedule (onsite and/or offsite model) and resource
profiles; before the Evaluation Committee.
{Suggested structure of your Technical Presentation:}
a) Technical Approach and Methodology: {Please explain your understanding of the
objectives of the assignment as outlined in the Terms of Reference (TORs), the technical
approach, and the methodology you would adopt for implementing the tasks to deliver
the expected output(s), and the degree of detail of such output. Please do not repeat/copy
the TORs in here.}

b) Work Plan: {Please outline the plan for the implementation of the main activities/tasks
of the assignment, their content and duration, phasing and interrelations, milestones
(including interim approvals by the Client), and tentative delivery dates of the reports.
The proposed work plan should be consistent with the technical approach and
methodology, showing your understanding of the TOR and ability to translate them into
a feasible working plan. A list of the final documents (including reports) to be delivered
as final output(s) should be included here. The work plan should be consistent with the
Work Schedule Form.}

c) Staffing Schedule: {Please describe the structure and composition of your team,
including the list of the Key Experts, Non-Key Experts and relevant technical and
administrative support staff.}

B. The Technical presentation should tentatively be given on 30-12-2021 from 10:30 AM

onwards. The same will be confirmed to participating bidders via mail.

C. The presentation should not be more than 15 slides (content slides). A 30 mins slot will be
provided to each bidder to make their presentations

4. The technical presentation will be considered for better insight and understanding of the work
approach to be followed for implementing the project, if awarded. The Evaluation Committee
may ask the Bidders to change/follow the methodology best suited to them for successful
implementation and timely delivery of the project.

5. The Financial Proposal of only those bidders who qualify the technical criteria shall be
opened.

22
9. Bid Submission Forms

9.1. Pre – Qualification Stage

9.1.1. Cover Letter

The Covering Letter is to be submitted on Bidder’s Official Letterhead with Official Seal
(Date and Reference)

To,
The Managing Director,
Assam Tea Corporation Limited,
Housefed Complex, ‘C’ Block, 7th floor,
Dispur, Guwahati-781006

Sub: Engagement of Consultant for providing "Transaction Advisory and Bid process
Management services for leasing out of Tea Gardens of ATCL to the eligible bidder

Ref: Tender No. ATC/RFP/CF-01 of 2021

Dear Sir,
Please find enclosed Copy of our Proposal in respect of the R F P referred above.
We hereby confirm that:
a) The proposal has been submitted by us in accordance with the conditions stipulated in the RFP.

b) We have read the guidelines and RFP document in detail and have understood the terms and
conditions stipulated in the RFP Document issued by you. We agree and undertake to abide by
all these terms and conditions along with subsequent communication from the client. Our
Proposal is consistent with all the requirements of submission as stated in the RFP or any
subsequent communications from client.

c) The information submitted in our Proposal is complete, is strictly as per the requirements as
stipulated in the RFP and is correct to the best of our knowledge and understanding. We would
be solely responsible for any errors/omissions/false information in our Proposal. We
acknowledge that client will be relying on the information provided in the Proposal and the
documents accompanying such Proposal for empanelment of the applicant for the aforesaid
programme and we certify that all information provided in the application, formats and the
Annexures attached herewith are true and correct; nothing has been omitted which renders such
information misleading; and all documents accompanying such Proposal are true copies of their
respective originals.

23
d) We acknowledge the right of client to reject our Proposal without assigning any reason or
otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to
challenge the same on any account whatsoever.

e) We fulfil all the legal requirements and meet all the eligibility criteria laid down in the RFP.

f) This Proposal is unconditional and we hereby undertake to abide by the terms and conditions of
the RFP.

g) We have enclosed / paid through Portal an EMD as required in the RFP. This EMD is liable to be
forfeited in accordance with the provisions of the tender document.

h) 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.

i) We undertake that the Price bid has been submitted without any conditions and as per the
conditions of the tender document and we are aware that the Price bid is liable to be rejected if it
contains any other conditions

j) The prices and other terms and conditions of this Tender are valid for a period of 90 calendar
days from the date of opening of the Proposal.

k) The price quoted by us is inclusive of all taxes, rates, delivery charges etc., and no amount will
be payable in addition to the amount quoted by us. However, client reserves the right to negotiate
the prices downwards.

l) We understand that our bid is binding on us and that you are not bound to accept a bid you receive.

For and on behalf of:

Signature:
Name:
Designation:
(Authorized Representative and Signatory)

Date:
Place:

24
9.1.2. Pre-Qualification Checklist

Sl. Basic Specific Requirement Compliance Compliance Page

No. Requirement (Y/N) Details Reference
for
Supporting
Documents
1 Legal Entity The bidder should be a
Business Entity shall mean a
company registered in India
under the Companies Act
1956 or 2013, or a Limited
Liability Partnership
registered in India under the
Limited Liability Partnership
Act, 2008 or a partnership
firm registered under the
relevant and prevailing law
relating to partnership in
India.

2 Bidder The bidder should have a

Turnover minimum average Annual
turnover of at least Rs.50
Crores from Indian
operations in Business
Consulting/ Advisory/ Bid
Process Management
services over the last three
financial years (FY17-18,
FY18-19 and FY 19-20)

3 Positive Net Bidder should have a positive

worth net worth for each of the last
3 financial years (FY17-18,
FY18-19 and FY 19-20)

4 Number of The entity should be in

years in business consultancy services
providing for the last 10 years and
Transaction offering transaction advisory
Advisory and and bid process management
Bid Process services for the last 5 years as
Management on March 31, 2021
services

5 Number of Bidder should have

Assignments demonstrated experience of
and value undertaking at least 3 (three)
thereof assignments each involving
transaction advisory and bid
management services of
value equal to or more than

25
 Rs. 50 lacs in the last 5 years
as on March 31, 2021

6 Availability The company should have at

of Manpower least 15 full time
professionals with experience
of on the rolls of the entity, as
on November 30, 2021

7 Major Bidder should not have been

Litigations blacklisted/debarred with any
and Central or State Government
Blacklisting Ministries / Department /
Agencies/ Authorities / PSUs
in the last 10 years as on the
Proposal Due Date. There
should be no major litigation
involving the bidder which
can adversely impact the
performance of services by
the bidder

8 Power of Proposal must be properly

attorney signed by the authorized
representative (the
“Authorized
Representative”) of the
applicant as detailed below:

(a) by a partner, in case of a

partnership firm and/or a
limited liability
partnership holding the
Power of Attorney; or

(b) by a Director/duly
authorized person
holding the Power of
Attorney, in case of a
Limited Company or a
corporation;

26
9.1.3. Bidder’s Organization Information

Details of the Organization

Name of Organization/ Firm
Legal Status
(e.g. incorporated company, partnership etc.):
Nature of business/ Work in India
including details of its mainlines of business:
Principal place of business in India:
Date of Incorporation/ Registration
Country of incorporation:
Date of Commencement of Business/ Work
Address of Registered Office in India
PAN Number
GSTIN
Primary point of contact
Particulars of individual(s) who will serve as the
primary point of contact/communication with the
Govt. of Assam/ATCL:
(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Telephone Number/Mobile number:
(f) E-Mail Address:
(g) Fax Number:
Secondary Point of Contact
Name, Designation, Address and Phone Numbers of
Authorised Signatory to act and sign on behalf of the
Bidder:

(a) Name:

(b) Designation:

(c) Company:

(d) Address:

27
 (e) Telephone Number/Mobile number:

(f) E-Mail Address:

(g) Fax Number:

Other Relevant Information (if any)

9.1.4. Major Litigation and Blacklisting Declaration

On Official Letterhead with Official Seal

<Insert Date and Location>
To,
The Managing Director,
Assam Tea Corporation Limited,
Housefed Complex, ‘C’ Block, 7th floor,
Dispur, Guwahati-781006

Sub: Undertaking on Major Litigation and Blacklisting

Ref: Tender No. ATC/RFP/CF-01 of 2021

Sir/Madam,
I as potential bidder do hereby state that our company/ organization is not involved in an major
litigation which may adversely impact the performance of the services to be provided by us, if
selected by M/s Assam Tea Corporation Limited.
I/We also certify that we are not currently blacklisted/debarred by GoI or State
Government/Ministries/ Departments etc.
In case there is any change in the status, we will notify M/s Assam Tea Corporation Limited.
For and on behalf of:

Signature:
Name:
Designation:
(Authorized Representative and Signatory)
Date:
Place:

28
 9.1.5. Power of Attorney
<Insert Date and Location>
Tender No. ATC/RFP/CF-01 of 2021

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 authorize Mr./ Ms…………………son/daughter/wife and
presently residing at ................... , who is presently employed with/ retained by us and holding the
position of …………………………. as our true and lawful attorney (herein after 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
engagement of Consultant for providing "Transaction Advisory and Bid process Management
services for leasing out of Tea Gardens of Assam Tea Corporation Ltd. to the eligible bidder including
but not limited to signing and submission of all applications/bids, proposals and other documents and
writings, participating in pre-bid and other conferences and providing information/ responses to the
Authority, representing us in all matters before the Authority, signing and execution of all contracts
and undertakings consequent to acceptance of our proposal and generally dealing with the Authority
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 Authority.
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 always be deemed to have been
done by us.

IN WITNESS WHERE OF WE, ........................... THE ABOVE-NAMED PRINCIPAL HAVE

EXECUTED THIS POWER OF ATTORNEY ON THIS DAY OF ................................................,
2021
For ................................................

(Signature, name, designation and

address)
Witnesses:
1.
2.

Notarised
Accepted
(Signature, name, designation and address of the Attorney)

29
Notes:
6. 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
executants(s) and when it is so required the same should be under common seal affixed in
accordance with the required procedure.

7. 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.

8. For a Power of Attorney executed and issued overseas, the document will also have to be
legalized by the Indian Embassy and notarized in the jurisdiction where the Power of
Attorney is being issued.

9.2. Technical Proposal

9.2.1. Format for Bidder’s Organizational Experience

A brief description of the Consultant’s organization and an outline of the experience of the
Consultant that is most relevant to the assignment. For each assignment, the outline should indicate
the names of the Consultant’s Key Experts, the duration of the assignment, the contract amount and
the Consultant’s role/involvement.

A - Bidder’s / Consultant’s Overall Organizational Experience

Provide here a brief description of the background and overall experience of your company. Further,
work experience in the last 10 (ten) years be provided in detail in the following table: Please refer
section 8.1.4 of RFP
Sl. Name Scope Date of Value Date of Name of the Key Reference/Page
No. of of Work of Completion Experts involved No. of submission
Client Work Order Work
Order

30
 B – Number of Assignments and value thereof (Please refer section 8.1.5 of RFP)
1. List the assignments ongoing / successfully completed in the last five years.
2. List only those assignments for which the Consultant was legally contracted by the Client.
Assignments completed by the Consultant’s individual experts working privately or through other
consulting firms cannot be claimed as the relevant experience of the Consultant but can be claimed
by the Experts themselves in their CVs. The Consultant should substantiate the claimed experience
by presenting copies of relevant documents and references as annexes.
Sl. Name Scope Date of Value Date of Name of the Key Reference/Page
No. of of Work of Completion Experts involved No. of submission
Client Work Order Work
Order

Note:
1. Submit Work Orders for all the projects mentioned above and the completion certificate
(where applicable)
2. Highlight the Work Order for scope of work, date, value of work, area etc.

31
9.2.2. Particulars Of Key Personnel
(In terms of section 8.2.B of RFP)

A. Relevant Educational Qualification and Experience of the Proposed Key Personnel:

Name of the Key Name Educational Total Present

Personnel Qualification Professional Employment
Experience Name of Employed
Firm Since

Team Leader
Domain Expert-Tea
Garden Management
Bid Management Expert
Financial Management
Expert
Legal Expert

Date:
Place: Authorized Signatory
Name:
Seal of the Company

B. Format for CV: (For each Key Personnel separate form should be prepared)

1. PROPOSED POSITION
2. NAME
3. DATE OF BIRTH
4. NATIONALITY
5. ADDRESS
6. CONTACT NO.
7. EMAIL ID
8. PASSPORT DETAILS (Yes/No. If
yes, mention passport number and
expiry date)
9. EDUCATION (year in which various Year Degree/Diploma Institution/
qualifications were obtained must be University
stated)

10. MEMBERSHIP OF
PROFESSIONAL
ASSOCIATIONS
11. OTHER TRAINING &
CERTIFICATIONS
32
 12. COUNTRIES OF WORK
EXPERIENCE
13. LANGUAGE & DEGREE OF
PROFICIENCY: GOOD, FAIR OR
POOR
14. SKILL SETS
15. TOTAL YEARS OF
EXPERIENCE
16. SUMMARY OF FIELD OF
EXPERIENCE
17. EMPLOYMENT RECORD
FROM – TO
EMPLOYER
POSITION HELD
18. Detailed Tasks Assigned
(List all task to be performed under this
Assignment/Job)
16. Work Undertaken that Best Illustrates Capability to Handle the Tasks
Assigned: [Among the Assignment / jobs in which the Personnel has been
involved, indicate the following information for those Assignment/jobs that best
illustrate staff capability to handle the tasks listed under point 15 above]
A NAME OF THE
ASSIGNMENT/JOB/PROJECT
YEAR
LOCATION
CLIENT/EMPLOYER
MAIN PROJECT FEATURES
POSITIONS HELD
ACTIVITIES PERFORMED

Certification:
I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly describes
myself, my qualifications, and my experience, and I am available to undertake the assignment in
case of an award. I understand that any misstatement or misrepresentation described herein may
lead to my disqualification or dismissal by the Client, if engaged.
Date: Signature
Place: (Expert’s Full Name)

Notes:
1. Use separate form for each Key Personnel.
2. Each page of the CV shall be signed in ink by the Personnel concerned of the Bidder firm along
with the seal of the firm.

33
 9.3. Tentative Format for Financial Proposal / BoQ
To,
The Managing Director,
Assam Tea Corporation Limited
Housefed Complex, C-Bock, 7th floor
Dr. B. N. Saikia Road, Dispur Guwahati-6

Dear Sir,

Sub: Financial Proposal with respect to Tender No. ATC/RFP/CF-01 of 2021

We the undersigned offer to provide the consulting services for the above project in accordance with
the Terms of Reference (TOR) of the RFP. We also accept, without any deviation, the terms and
conditions of the above tender. Our Lump-sum fee (inclusive of all other taxes and levies including
GST) for the services would be at the following rates:
Sl. Resource Profile Deployment Rate per Tax/GST Total
No. (In Months) Month @..... Amount
before Tax (Rs.) (Rs.)
(Rs.)
1 Team Leader
2 Domain Expert –
Tea Garden
Management
3 Bid Management Expert
4 Financial
Management Expert
5 Legal Expert
Total
Other Expenses, (In detail)
Grand Total
Grand Total (in words):

For and on behalf of:

Signature:
Name:
Designation:
(Authorized Representative and Signatory)
Date:
Place:

34
Note:
1. The fee of the Consultant shall be inclusive of all costs related to visits, attending meetings,
conferences, making suitable presentations, etc.

2. Other expenses may include remuneration of non-key Experts’, conveyance /travel, boarding
and lodging, infrastructure, per diem, communication expenses and any other out of pocket
expenses that may be incurred as part of the project.

3. The cost should be inclusive of all taxes and duties and nothing extra shall be payable.

10. Terms of Reference

The Terms of Reference (the “TOR”) for this assignment are specified below:

10.1. Scope of Services

The Consultant will be required to provide all the necessary support for leasing out of Tea Gardens
owned/managed and operated by ATCL to the eligible bidders(s). This must be in compliance with
all elements of applicable laws of the land and all implementing regulations. The scope of work of
the Consultants shall, inter alia, include the followings:
A. Required desktop study comprising market, best practices, and outreach program to ensure
Bidder’s participation in tender

B. Undertake garden visits and collect relevant information/documents/reports/ guidelines,

circulars, existing & future plans, if any from the ATCL / concerned Departments Govt. of
Assam.

C. To study and report the best practices being adopted in leasing out of tea estates or other
Government properties anywhere in India.

D. To identify all the required clearances from various line departments and list out the
procedures for obtaining clearances

E. Necessary Technical, Legal, Transaction advisory support for and after onboarding bidders

F. Support ATCL to initiate, evaluate and onboard successful bidder for ultimate handing over
of the tea estates.

G. Facilitation, design and management of end-to-end Tendering process for Leasing out Tea
Gardens to successful bidder including but not limited to:

35
 (a) Preparation of Bid Documents

i. Preparation of bidding documents including RFQ and/or RFP, Concessionaire Agreement

and any other document required to conduct the bidding process for selection of
Concessionaire and shall make recommendations for any modification required in Eligibility
criteria

ii. Preparation of Project Information Memorandum (PIM) in an illustrative manner so as to

give clear details about the project and detailed enough so as to allow the bidders to
understand the details of the project. Each Garden will be considered separately.

Note: The bid document may be required to be modified based on the inputs from the
prospective bidders, lenders and after pre-bid meeting.

(b) Assistance in Bid Process Management

The Consultant shall assist Govt. of Assam/ ATCL in the bid process for selection of the
Concessionaire from among the Bidders and till the signing of the Concession Agreement and
Transfer of Business. This inter alia includes the following:

i. Preparation and issue of suitable advertisements through Govt. of Assam/ ATCL (cost of the
advertisements shall be borne by Govt. of Assam/ ATCL)
ii. Anchoring of pre-bid conferences(s)
iii. Assist Govt. of Assam/ ATCL in responding to queries
iv. Assess/evaluation of counter proposals/bids received which would include but not limited to
track record (capability and experience) of the bidders

v. Pre-tender consultation with potential bidders.

vi. Organizing Garden visit/tour of the intending bidders/Concessionaire prior to bid submission.
vii. Short-listing of qualified bidders at RFQ and/or RFP stage and recommending the highest
eligible bidders
viii. Assistance during Signing of Concession Agreement: Consultant shall assist the Authority
during Signing of Concession Agreement with preferred bidder/Concessionaire which
include finalization of the Concession Agreement with all schedules and incorporating the
clarification given in the pre-bid meeting, etc. Beside above, all intermediate activities,
required for preparation of documents, clarification, interaction etc. with the
bidder/Concessionaire and ATCL shall be carried out by the Consultant.

ix. Providing all necessary inputs to Govt. of Assam/ATCL for Financial Close of the Project, if
required, under the contract(s) with Concessionaire(s) for these Gardens.
The Consultant shall also assist ATCL, various committees/experts in evaluating
documents/proposals/agreements and organizing pre-bid conference(s) related to Project. The
Consultant will also assist the Authority in preparing internal notes and projections for
securing governmental approvals, if any.
The Consultant shall carry out above activities in close coordination with the Govt. of Assam.

36
To carry out the above process effectively, the Consultant will have to become familiar with all
background documentation and preparatory work conducted to date and shall be responsible for
carrying out initial technical and legal framework reviews that are deemed necessary for a successful
completion of the transactions, including, but not limited to:
o Relevant existing reports, studies, audits, accounts, etc. necessary to become familiar with
the Tea Gardens
o All information pertaining to organization structure
o Existing financial forecasts, historical financial performance and technical operating history
of the Tea Gardens and existing production arrangements and capabilities
o Listing out and record of the existing assets/inventory/stocks of the Corporation
o Existing Laws and regulatory functions governing the operations of the Tea Gardens in the
State
o Responsibilities and relationships of ATCL and Tea Gardens with other government entities
at different levels.

10.2. Procurement Deliverables

The Consultant is required to work in close liaison with Govt. of Assam/ATCL to manage the
procurement process for securing contracts with the eligible bidders(s) to enable ATCL achieve its
desired outcomes. All this needs to be in compliance and in accordance with the systems and
standards set out in relevant laws and regulations. The Consultant will then have to deliver the
following:

10.2.1. Approval and administration of the bidding process

The Consultant must prepare a complete set of procurement documents, complying with public
sector procurement law, policies and guidelines, and in accordance with the tendering systems of
ATCL and Government of Assam. The documentation must enable ATCL to obtain relevant
approvals.
The transaction advisor must also give ATCL all the necessary drafting, bidder communication and
administrative support necessary for the entire procurement process to be conducted in accordance
with law and policy and to the highest standards of efficiency, quality and integrity.

10.2.1.1. Detailed procurement plan

The Consultant will design a complete procurement plan and process, based on applicable
procurement requirements, including
• Advice on mechanisms to maximize competition while avoiding unrealistic bids and project
vulnerability from overly aggressive bidding.
• Reviewing information to be provided by the Government to bidders to manage liabilities.
• Designing pre-qualification and bidding procedures

37
 • Designing key aspects of the tender procedure, for example deciding whether and to what
extent to accept variant and non-conforming bids, how many bidders must bid before the
process is valid, what rules to set in relation to the assessment of bids (scoring regimes,
timing of bids and rejecting of excessively low bids) and how to maximize competition
without sacrificing quality of bids.
• Outlining tender documentation
• Outlining the contract (including all annexes) that implements the chosen transfer approach
• All advice compliant with applicable law and considering any constraints or opportunities
associated with applicable law

10.2.1.2. Pre-qualification

The Consultant must design and administer a pre-qualification process with the intention of:
• ensuring that ATCL 's exact interest is communicated clearly to the market
• pre-qualifying a competitive number of competent consortia in an equitable and transparent
way
The desired result is that every pre-qualified bidder is capable of providing the facilities and services
required by ATCL. The transaction advisor must:
• prepare all the necessary Request for Quote (RFQ) documentation, including advertising
material
• set up and administer the process by which ATCL can pre-qualify the parties, including
responding to questions and interfacing with bidders; and
• help ATCL evaluate and pre-qualify bidders.
As part of this process, the Consultant shall develop a tightly focused promotional campaign for the
transfer initiative, including short press briefings, advertisement inserts to be published in trade
publications and newspapers, followed up by the targeted marketing to the selected private player
through organizing seminars for potential investors as well as initiating direct communications with
them.

10.2.1.3. Bid evaluation criteria and bid process design

The Consultant must:

• set up a bid evaluation system and criteria;
• design a suitable bid process that will ensure comparable bids;
• devise effective systems for communicating with bidders; and
• inspire market confidence.
If appropriate, a system that allows for variant bids may be designed.

38
 10.2.1.4. Request for Quotation (RFQ)/ Request for Proposals (RFP)

The Consultant must prepare an RFQ/RFP document in accordance with best industry practice and
applicable laws and regulations. The RFP must concisely set out:
• the output specifications of ATCL
• requirements for compliant bids
• the payment mechanism
• the bid processes
• evaluation criteria
• bidder communication systems

10.2.1.5. Concessionaire Agreement

The Consultant must prepare a draft agreement, in close liaison with ATCL’s management,
implementing best practice to maximize competition and in keep revenue numbers optimal, while
protecting Govt. of Assam’s/ATCL’s interests with a view towards implementation and
manageability of the transfer initiative. The agreement will include all necessary annexes and
subsidiary documentation, e.g., specification, scope, ATCL’s requirements, performance
monitoring regime, etc.
10.2.1.6. Government Approval

The Consultant must compile all the documentation necessary for ATCL to obtain necessary
approvals to enable the procurement process to begin.
10.2.1.7. Administration of the bidding process

The Consultant is to provide all necessary administrative support to ATCL for the efficient and
professional management of the bidding process. This includes managing a data room and other
dissemination of project data to bidders, facilitating structured engagement between ATCL and
bidders, helping ATCL communicate effectively with bidders, including responding to bidder
queries, managing bidder conferences and responding to communications with bidders and
receiving bids.

10.3. Evaluation of bids, demonstrating value for money

10.3.1. Evaluation of bids

The Consultant must evaluate bids. A best and final offer (BAFO) process may be required. When
costing this phase of work the Consultant must allow for the possibility of administering BAFO
processes.
10.3.2. The value-for-money report and approval

Value for money must be demonstrated by comparing such as the net present value (NPV) of the
bids received with the NPV of the Public Sector Comparator (PSC) for lease out of Tea Gardens,
with a suitable adjustment for risk assumed, etc.
39
The results of the bidding and evaluation of bids must be presented in a single value-for-money
report (with relevant annexes) that demonstrates clearly how value for money will be achieved with
the preferred bidder. The report must clearly indicate the preferred and second-ranked bidders and
provide motivations.
The value-for-money report must be in a suitable format and of a suitable standard for ATCL to get
necessary approvals.

10.4. Agreement negotiations, Agreement Management Plan

The Consultant must assist ATCL in final negotiations with the preferred bidder. This will involve
• preparing suitable negotiations teams,
• categorizing issues appropriately, developing timelines for completion,
• planning negotiation tactics,
• advising on proposed changes to the agreement
• review of preferred bidder satisfaction of the conditions precedent to the contract, often
including the validity of licenses and permissions obtained by the preferred bidder, financial
close of the project financing and implementation of the commercial requirements for
performance of the assignment
• relationship with second and third place bidders and on-going discussions to prepare for the
eventual withdrawal of the preferred bidder,
• processes for reaching agreement
• review and negotiation of the financial documentation which will often have a direct effect
on the rights and obligations of the Government of Assam/ ATCL
• legal opinion that transaction is binding on its terms
• legal opinion on security and financial management structure
• legal opinion on revenue structure and current regulatory mechanism.
The Consultant must ensure that all agreements reached are incorporated into all the financial,
commercial and legal documentation, and must assist with drafting the necessary and related
correspondence.
The final terms of the agreement, each as negotiated with the preferred bidder, must be submitted
by the Consultant, along with the Agreement Management Plan, for approval. The Consultant is
responsible for compiling the necessary submissions for ATCL to obtain this approval, including a
comprehensive legal due diligence selected bidder has been completed. This will relate to legal
compliance, competence and capacity to enter into the agreement.

10.5. Close-out report and Financial Closure

The Consultant must help the ATCL with all functions related to signing the final agreement through
to financial close. The transaction advisor must also compile a comprehensive close-out report and
must incorporate any additional factors that may be required by ATCL. The close-out report will be
a confidential document of ATCL.

40
 The Consultant must, in close liaison with ATCL, draft a comprehensive management plan for
ATCL, in accordance with the provisions of the agreement, to help ATCL in the management of the
initiative and its risks, rights and obligations after financial close. The management plan will be
delivered no later than 20 days before financial closure. This will be followed by a day ‘workshop’
with ATCL’s appointed team to discuss implementation and management of ATCL’s rights and
obligations over the term of the lease.
Financial closure signifies that all the deliverables have been successfully completed, and that the
Consultant's work is finished, if applicable.

10.6. Key Deliverables, Timelines & Consultancy Fee Payment Schedule:

Sl. No. Deliverables Timelines Payment (% of
Total
quoted Project
Cost)
1 Inception Report detailing project plan, *T+2 week Nil
understanding of scope, resource deployment,
approach and methodology for the assignment
2 Draft RFQ/RFP for lease out of Tea Gardens *T+6 weeks Nil
3 Final RFQ/RFP for transfer of Tea Gardens *T+8 weeks 20
4 Bid Evaluation Report & selection of bidder *T+16 weeks 20
5 Finalization of Concessionaire Agreement and *T+20 weeks 30
execution between selected bidder and Govt. of
Assam/ATCL
6 Transfer of Business and Financial closure *T+24 weeks 30

• *T equals date of letter of Acceptance (LoA) to be issued by the selected Bidder

10.7. Resource Requirement

The Consultant will comprise a team, managed by a single lead advisor. The members of the team
will have the skill and experience necessary to undertake the range of tasks set out in these terms of
reference. Each individual on the team must be personally available to do the work as and when
required. The lead advisor will be held accountable, in terms of the contract, for ensuring project
deliverables and for the professional conduct and integrity of the team.
The skills and experience required in the assignment team are as follows:
• financial analysis with project finance experience
• procurement and structuring
• transaction advisory and bid process management
• dealing in inventory and transfer of assets
• legal with relevant law and experience in the drafting and negotiating agreements
• technical due diligence and advice on structuring and contracts
• Project planning management
• Project facilities management
• relevant expertise in Tea Garden operations and Management

41
 • negotiations
• contract management
• project management

10.7.1. Team Composition & number of experts required: The project would essentially
require a definitive team of experts consisting the followings:

Sl. No. Resource Profile No. of Experts

1 Team Leader 1
2 Domain Expert – Tea Garden Management 1
3 Bid Management Expert 1

4 Financial Management Expert 1

5 Legal Expert 1
Total Requirement 5 nos.

10.7.2. Educational Qualification & Experience required: As outlined in section no. 8.2.B and
again mentioned herein:

Sl. Resource Profile Educational Qualification Total Experience

No.
1 Team Leader Masters in Economics / Business • 10 (ten) years’ Work
Administration or Chartered Experience and he/ she
Accountant should have led at least 2
(two) Projects for
transaction advisory and bid
management services with
Central / State Government
agencies / Tea / Coffee
Boards in India

2 Domain Expert – Master in Agriculture or related • 8 (eight) years’ Work

Tea Garden field Experience of operations
Management and management of tea
gardens and should have
been in management
capacity in at least 1 (one)
tea garden

3 Bid Management Master Degree in HR • 8 years’ Work Experience of

Expert Management/ Finance / handling multilateral /
Economics or CA bilateral funded
engagements involving bid
management

42
 • Should have carried out
assignments involving bid
management for at least 3
Government client at
National or State level

4 Financial Masters in Accounting / Finance / • 8 years’ Work Experience in

Management Economics or CA carrying out assignments
Expert related to Financial
Management for projects in
States / Central Government
agencies in India

• Should have experience in

carrying out Project
Appraisal, designing
Revenue Model, Financial
Analysis and Reporting
5 Domain Expert - LLB • 8 years’ Work of drafting
Legal concessionaire agreements,
contracts, legal
representations, transaction
advisory documentations
with State / Central
Government agencies in
India

Note:
i. All the Key personals are mandatory to be engaged by the Consultant as per minimum
qualification and experience mentioned above for this assignment.

ii.During the currency of the assignment, change of the key personnel by the Consultant is not
permissible. However, ATCL may, under compelling circumstance outside the reasonable control
of and not foreseeable by the Consultant, permit such change provided the same is brought to notice
in writing by the Consultant. The qualification and experience of the new member/expert offered
should be equivalent or better than mentioned above. Frequent changes in the team shall not be
permissible.

iii.Additional manpower may be deputed to complete the project in the estimated time.

iv.There should be adequate support team of junior consultants to support the above listed key
Experts.

43
 11. General Condition of Contract

11.1.Definitions

The terms mentioned in the Contract shall mean as follows:

a. Consultant shall mean the consultant selected through the bidding process as per Tender No.
ATC/RFP/CF-01 of 2021
b. Client shall mean Assam Tea Corporation Limited
c. Government shall mean the Government of Assam or Government of India as may be
implied in the statement.
d. Party shall mean either one of the Client or the Consultant and parties shall mean both the
Consultant and the Client.
11.2.Limitation of Liability:

Notwithstanding anything to the contrary, under no circumstances will either Party be liable for
indirect or consequential losses or damages of any kind, regardless of whether any such losses or
damages are characterized as arising from breach of contract, warranty, or otherwise, even if such
damages are foreseeable or either or both parties have been advised of the possibility of such
damages. The liability of the consultant shall not exceed the contract value in the agreement during
the contract period.
11.3.Indemnity:

The Consultant shall, subject to the provisions of the Agreement, indemnify the Client for any direct
loss or damage that is caused due to any deficiency in services.

11.4.Termination:

The client may terminate the contract under the following circumstances:
a. Where it comes to client's attention that the consultant or his team is in a position of actual
conflict of interest with the interests of the client in relation to any of terms of the Bid, the Tender
or this Contract or there is any incident of fraud or misrepresentation.
b. Termination for Default: The client may at any time terminate the Contract by giving 15 days
written notice to the consultant, without compensation in the Event of Default on the part of the
consultant which may include failure on the part of the consultant in respect of any of its
commitments with regard to any part of its obligations under its Bid, the Tender or under this
Contract.
c. Termination for Convenience: The client may by prior written notice of at least 15 days in
advance, terminate the Contract in whole or in part, at any time for its convenience. The notice
of termination shall specify that termination is for convenience, the extent to which performance
of work under the Contract is terminated and the date upon which such termination becomes
effective.

The consultant may terminate the contract under the following circumstances:
a. Where the payment of the consultant is overdue for more than 3(three) running bills. Overdue
shall start from the last date on which he is entitled to receive such payments

44
 11.5. Consequences of termination of contract:

If the contract is terminated by the client, it can exercise one or more of the following at its
discretion:
a. Retain such amounts from the payment due and payable by the client to the consultant as may
be required to offset any losses caused to the client
b. Invoke the Performance Bank Guarantee, forfeit the Earnest Money Deposit and recover such
other costs/losses and other amounts from the consultant, which may have resulted from such
default and pursue such other rights and/or remedies that may be available to the client under
law.
c. Blacklist the consultant and cancel the empanelment. However, consultant shall not be
blacklisted, unless and until such termination is on account of gross negligence or intentional
breach of the terms of the Agreement by the consultant.
d. Claim compensation from the consultant for any such loss, damages or other costs, incurred by
the client.
11.6. Change Order:

a. The client may at any time give written order to the consultant for making variation, amendment
and modification in the Work Order in respect of scope, extent, information, terms and
conditions of the order
b. Any change order up to 25% of the value of the contract will be compensated in terms of unit
cost quoted in the Commercial Bid.
11.7. Force Majeure:

Force Majeure shall not include any events caused due to acts/omissions of such Party or result from
a breach/contravention of any of the terms of the contract, Bid and/or the Tender. It shall also not
include any default on the part of a Party due to its negligence or failure to implement the
stipulated/proposed precautions, as were required to be taken under the contract.
The failure or occurrence of a delay in performance of any of the obligations of either party shall
constitute a Force Majeure event only where such failure or delay could not have reasonably been
foreseen or where despite the presence of adequate and stipulated safeguards the failure to perform
obligations has occurred. In such an event, the affected party shall inform the other party in writing
within five days of the occurrence of such event. The Client will make the payments due for Services
rendered till the occurrence of Force Majeure. However, any failure or lapse on the part of the
consultant in performing any obligation as is necessary and proper to negate the damage due to
projected force majeure events or to mitigate the damage that may be caused due to the above-
mentioned events or the failure to provide adequate disaster management/recovery or any failure in
setting up a contingency mechanism would not constitute force majeure, as set out above.
In case of a Force Majeure all Parties will endeavor to agree on an alternate mode of performance
in order to ensure the continuity of service and implementation of the obligations of a party under
the contract and to minimize any adverse consequences of Force Majeure.
Force majeure clause shall mean and be limited to the following in the execution of the Conditions
of empanelment placed by State:
i. War / hostilities

45
 ii. Riot or Civil commotion
iii. Earthquake, flood, tempest, lightning or other natural physical disaster
iv. Restriction imposed by the Government or other statutory bodies, which is beyond the
control of the selected implementing agency, which prevent or delay the executive of the
order by the selected implementing agency
The consultant shall advice the client in writing, the beginning and the end of the above causes of
delay, within seven days of the occurrence and cessation of the force majeure conditions. Unless
otherwise directed by the client in writing, the consultant shall continue to perform its obligations
under the Contract as far as is reasonably practical. In the event of a delay lasting for more than
one month, if arising out of clauses of force majeure, the client reserves the right to terminate the
contract without any obligation to compensate the consultant in any manner for what so ever
reason, subject to the provision of clause mentioned, by giving a written notice of minimum 30
days. However, the consultant shall be entitled to receive payments for all services rendered by it
under this Assignment.
11.8. Confidentiality:

Neither the consultant nor Client will disclose to any third party without the prior written consent
of the other party any confidential information which is received from the other party for the
purposes of providing or receiving Services. Each party will take measures to protect the
confidential information of the other party that, in the aggregate are no less protective than those
measures it uses to protect the confidentiality of its own comparable confidential information, and
in any event, not less than a reasonable degree of protection. Both parties agree that any
confidential information received from the other party shall only be used for the purposes of
providing or receiving Services under these Conditions of Empanelment or any other Conditions
of Empanelment between the parties.
These restrictions will not apply to any information which:
a. Is or becomes generally available to the public other than as a result of a breach of an
obligation under this Clause; or
b. Is acquired from a third party who owes no obligation of confidential in respect of the
information; or
c. Is or has been independently developed or was known to it prior to receipt.
d. Notwithstanding Clause mentioned above, either party will be entitled to disclose
confidential information of the other (1) to its respective insurers or legal advisors on a need-
to-know basis and shall ensure that such insurers and legal advisors maintain confidentiality
of such information, or (2) to a third party to the extent that this is required by any or where
there is a legal right, duty or requirement to disclose where reasonably practicable not less
than 2 business days’ notice in writing is first given to the other party.
e. Without prejudice to the foregoing provision of this clause above selected consultant may
cite the performance of the services to clients and projective clients as an indication of its
experience.

11.9. Liquidated Damages:

If the consultant fails to perform his obligations under the Contract, liquidated damages would be
levied upon him as stated below: -

46
 a. Delay in any milestone by more than 7 days upto 15 days:0.5% of the value of the milestone
for every day of delay
b. Delay in any milestone by more than 15 days upto 1 month:1% of the value of the milestone
for every day of delay

In the event that the delays/defaults/disruptions mentioned herein above, continue so as to exceed
one month, the consultant in addition to levy of liquidated damages for the entire period(s) of such
delays/defaults/disruptions, shall be liable for invocation of his PBG.
11.10. Governing Law:

The Contract shall be governed by and interpreted in accordance with the laws of India.
11.11. Settlement of Disputes:

a) Arbitration: In the case of a dispute or difference arising between the parties relating to any matter
arising out of or connected with this Contract, such dispute or difference shall be referred to the
award of two Arbitrators, one Arbitrator to be nominated by each party to the contract or in case
of the said Arbitrators not agreeing, then to the award of an Umpire to be appointed by the
Arbitrators in writing before proceeding with the reference, and in case the Arbitrators cannot
agree to the Umpire, he may be nominated by the Secretary, Indian Council of Arbitration, New
Delhi.
b) The award of the Arbitrators, and in the event of their not agreeing, of the Umpire appointed by
them or by the Secretary, Indian Council of Arbitration, New Delhi, shall be final and binding on
the parties. The Arbitration and Conciliation Act 1996, the rules thereunder and any statutory
modification or re-enactments thereof, shall apply to the arbitration proceedings. The venue of
arbitration shall be Guwahati, India. The language of arbitration shall be in English. Each party
shall bear its own cost of Arbitration.
c) Notwithstanding any reference to the arbitration in this clause
i. the parties shall continue to perform their respective obligations under the Contract unless
they otherwise agree;
ii. The client shall pay the consultant any amount due to the consultant.
11.12. Jurisdiction:

All legal proceedings, if necessary, arising to be instituted by any of the parties shall have to be
lodged in courts situated in Guwahati and not elsewhere.

47
 ANNEXURE I: PERFORMANCE BANK GUARANTEE FORMAT

To, Date:

The Managing Director

Assam Tea Corporation Limited
Housefed Complex, C-Bock, 7th floor
Dr. B. N. Saikia Road, Dispur Guwahati-6

Ref: Tender No. ATC/RFP/CF-01 of 2021

PERFORMANCE BANK GUARANTEE

WHEREAS ………………………………..Name and address of Consultant has undertaken, in

pursuance of your Letter No…….. dated………….to provide the services to Assam Tea
Corporation Limited, on terms and conditions set forth in the said letter.

AND WHEREAS it has been stipulated by you in the said letter that the Consultant shall furnish
you with a Bank Guarantee by a Nationalized / Scheduled Bank for the sum specified therein as
security for compliance with his obligations in accordance with the terms and conditions set forth
in the said letter;

AND WHEREAS we have agreed to give the Consultant such a Bank Guarantee;

NOW THEREOF we hereby affirm that we are the Guarantor and responsible to you on behalf of
the Consultant up to a total of …………………………_ [………………………….in words],
such sum being payable in the type sand proportions of currencies in which the Contract Price is
payable, and we undertake to pay you, upon your first written demand and without cavil or
argument, any sum or sums within the limits of ……………………… as aforesaid without your
needing to prove or to show ground so reasons for your demand for the sum specified therein.

We hereby waive the necessity of your demanding the said debt from the Consultant before
presenting us with the demand.

We further agree that no change or addition to or other modification of the terms of the Contract
of the services to be performed there under or of any of the Contract documents which may be
made between you and the Consultant shall in any way release us from any liability under this
guarantee, and whereby by waive notice of any such change, addition or modification.

The liability of the Bank under this Guarantee shall not be affected by any change in the
constitution of the Consultant or of the Bank.
Notwithstanding anything contained herein before, our liability under this guarantee is restricted
to Rs………………………….. and the guarantee shall remain valid till unless a claim or a
demand or a request for extension in writing is made upon us on or before………………… all our
liability under this guarantee shall cease.

48
This guarantee shall be valid for a period of 12 (twelve) months from the date of its issue or sixty
days beyond the date of completion of all contractual obligations of the bidder including warranty
obligations, maintenance and defect liability period, whichever is the latter and may be
extendable, if required and mutually agreed.

Signature & Seal of the Guarantor

Witness:

49