Indian Highways Management Company Limited

(IHMCL)
2nd Floor, MTNL Building, Sector 19, Dwarka,
New Delhi-110075

TRAFFIC SURVEY ON NATIONAL HIGHWAYS USING

PORTABLE AUTOMATIC TRAFFIC COUNTER &
CLASSIFIER (ATCC) SYSTEMS
Ref: No. IHMCL/Portable-ATCC/2014

REQUEST FOR PROPOSAL (RFP)

May, 2014

TABLE OF CONTENTS
SECTION I

NOTICE INVITING TENDER

SECTION II

DEFNITIONS

SECTION III

INSTRUCTIONS TO BIDDERS

SECTION IV

CONDITIONS OF CONTRACT

SECTION V

SCOPE OF WORK

SECTION VI

BILL OF QUANTITIES & FORMAT FOR

SUBMISSION OF FINANCIAL PROPOSAL

SECTION VII

FORMATS FOR SUBMISSION OF BIDS

SECTION - I
NOTICE INVITING TENDER

Bids are invited for the below mentioned work by Indian Highways Management
Company Limited (IHMCL) from eligible bidders:

Name of the Work

Engagement of Agencies
for Traffic Survey on
National Highways using
portable Automatic Traffic
Counter & Classifier
(ATCC) systems.

EMD/ Bid
Security

INR. 10,000,00/(Indian Rupees Ten

Lakhs only)

Document
Fee(non
refundable)

INR. 5000/(Indian Rupees

One thousand
only)

Contract
period

5 Years

Closing
date and
time

Up to 1100
Hrs. (IST)
on
01.07.2014

The RFP document to be downloaded from the NHAI/MoRTHs website indicated

below. The Bids shall be liable for summarily rejection unless accompanied by the
requisite EMD and bid document fee as indicated above. IHMCL shall not be
responsible for any postal delay. Bids submitted after the closing date/time shall be
summarily rejected.
The National Highways Authority of India reserves the right to accept or reject any or
all bids without thereby incurring any financial or other liability to the affected
bidders.
Address for communication and for bid submission:
CEO
Indian Highways Management Co. Ltd. (IHMCL)
2nd Floor, MTNL Building,
Sector 19, Dwarka
New Delhi 110 075
Phone: +91-11-25074100 Ext.1409
Email: [email protected]

Website: www.nhai.org

SECTION II
2.0

DEFINITIONS
In this document, the following terms shall have respective meanings as
indicated:
a. Authorized Representative means any person/agency authorized by
IHMCL.
b. Bidder means a firm or JV or Consortium which participates in the
tender and submits its proposal.
c. Client / Employer / Purchaser shall mean the Indian Highways
Management Co. Ltd.
d. Commencement date means the date upon which the Contractor
receives the notice to commence the work issued by the Employer.
e. Contract means the agreement entered into between the Employer
and the Contractor, as recorded in the Contract documents signed by
the parties, including all attachments and appendices thereto and all
documents incorporated by references therein
f. IHMCL means Indian Highways Management Co. Ltd.
g. Law" or "Legislation" - shall mean any Act, notification, bye law,
rules and regulations, directive, ordinance, order or instruction having
the force of law enacted or issued by the Government of India or State
Government or regulatory authority or political subdivision of
government agency.
h. Letter of Award (LOA) means the issue of a signed letter by the
Employer of its intention to accept the offer of successful bidder and
awarding the work mentioning the total Contract Value.
i. "Local Currency" means the Indian Rupees
j. MoRTH means Ministry of Road Transport and Highways
k. NHAI means National Highway Authority of India, New Delhi.
l. Party shall mean IHMCL or Bidder individually and Parties shall
mean IHMCL and Bidder collectively.
m. "Personnel" means persons hired by the Contractors as employees and
assigned to the performance of the Services or any part thereof.
n. RFP shall mean Request for Proposal, Tender Document or Bidding
Document
including
the
written
clarifications
&
Corrigendum/Addendum issued by IHMCL in respect of the RFP.
o. Services means requirements defined in this Request for Proposal
including all additional services associated thereto to be delivered by
the Service Provider.

p. Successful Bidder means the Bidder, who, after the complete

evaluation process, gets the Letter of Award. The Successful Bidder
shall be deemed as Contractor appearing anywhere in the document.

SECTION 3
INSTRUCTION TO BIDDERS
3.1

INTRODUCTION

The Ministry of Road Transport & Highways (MORT&H) is responsible for

the development, maintenance and management of National Highways and for
matters connected or incidental thereto.
MORT&H officiates from Transport Bhawan located at 1, Parliament Street,
New Delhi. MORT&H also has Regional offices in most of the State Capitals.
Issues relating to Planning for National Highways are being done by
MORT&H and the execution of work at site are being done through agencies
namely, National Highways Authority of India (NHAI), National Highway
(NH) wing of State Public Works Department (PWD), Border Roads
Organisation (BRO) etc.
NHAI got a new Company Indian Highways Management Company Ltd.
(IHMCL) incorporated with equity participation of NHAI (25%),
Concessionaires (50%) and Financial Institutions (25%) for implementation of
Electronic Toll Collection (ETC) and other Intelligent Transportation System
(ITS) / transportation related activities on highways in India.
MORT&H assigned IHMCL for conducting traffic survey at around 1600
locations on national highways in India. In that direction, IHMCL invites bids
from eligible agencies to conduct traffic survey using portable Automatic
Traffic Counter-cum-Classifiers (ATCC) on sections of 2/4/6/8 lane National
Highways at identified locations on National Highways in India as given in
Annexure-1.
3.2

ELIGIBILITY CRITERIA

3.2.1 The applicant shall be a Company incorporated and registered in India under
the Companies Act, 1956.
(Documentary proof (copy of certificate of incorporation) shall be submitted
as part of the eligibility documents)
3.2.2 The average annual turnover should be more than Rs. 3 cr. in the last
consecutive three financial years
(A certificate from the statutory auditor as proof for the above in the enclosed
format)
3.2.3

The bidder should have experience of undertaking minimum 10 traffic surveys

on Highways using ATCC systems or setup ATCC systems in 3 different
highway projects during the last five years ending March 2014.

The documentary proof in support of the experience(in the form of copy of

work order/ completion certificate from its clients or a self-declaration
indicating the names of projects undertaken, scope of work of each project,
name of client, start date, date of completion, value of the project etc.) shall be
submitted as part of the eligibility documents.
3.2.3.1 A subsidiary Company registered in India of a Foreign Company having

requisite experience may also participate, however, for considering the

experience of the Parent Company, the subsidiary Company registered in India
should provide an undertaking from their Parent Company confirming
thereby:
(i)
(ii)
(iii)

perpetual and unconditional access to expertise, personnel and

facilities of the Parent Company to the Indian Company;
sharing of risks and profits of the Indian Company by the Parent
Company; and
that the Parent Company has sufficient representation in the
management of Indian Company to control the activities of the
subsidiary.

In such case, only the experience and the details of the Parent Company will
be considered, otherwise the details/ experience of Indian Company only will
be considered.

3.3

The Applicant may be Joint Venture (JV)/ Consortium subject to fulfilling

following conditions:
(i)
(ii)
(iii)
(iv)
(v)
(vi)

maximum number of partners in the JV or Consortium shall be two;

the parties in a JV or Consortium shall be jointly and severally liable;
the Lead Partner, shall be the most experienced firm amongst the
parties in JV;
the stakes of the Lead Partner in the JV or Consortium should not be
less than fifty percent (50%);
the eligibility/ experience of each partner of JV or Consortium shall be
considered in proportion to their stakes in the JV/ Consortium; and
the eligibility/ experience of any partner of JV or Consortium shall be
considered only if the partner is proposed to have at least twenty six
percent (26%) stakes in the JV/ Consortium.

3.3.1

The documentary proof in support of fulfilling the eligibility criteria by the

Consortium/ JV, along-with a copy of a MoU and Draft JV Agreement as per
requirements under Para 3.3 above shall be submitted as part of the eligibility
documents.

3.4

Power of Attorney
The Bidder should submit a notarised Power of Attorney authorizing the
signatory of the Bid to commit the Bidder.

3.5

CONTENT OF TENDER DOCUMENT

3.5.1 The Tender document should be read in conjunction with any addenda or
clarifications issued.
3.5.2 Bidders are advised to study the Bid Document carefully. Submission of the Bid will
be deemed to have been done after careful study and examination of all instructions,
eligibility norms, terms and requirement specifications in the tender document with
full understanding of its implications. Bids not complying with all the given clauses
in this tender document are liable to be rejected. Failure to furnish all information
required in the tender Document or submission of a bid not substantially responsive
to the tender document in all respects will be at the bidders risk and may result in the
rejection of the bid.

3.6

COST OF BIDDING:
The Bidder shall bear all costs associated with the preparation and submission
of the Bid and IHMCL will in no case, be responsible or liable for those costs,
regardless of the conduct or outcome of the bidding process.

3.7

CLARIFICATION ON TENDER DOCUMENT

3.7.1 All Bidders are required to go through the tender document (RFP document)
and submit their queries/ clarifications to IHMCL in writing within 10 days
from the date of publication of this tender. IHMCL will not respond to any
queries received after this date.
3.7.2 Pre-Bid meeting(s) will be held at NHAIs office, Dwarka on 27.05.2014 at
11.00 am
3.7.3 IHMCL will publish the clarifications to the bidders queries on
NHAI/MoRTH website only. No separate information will be sent to any
individual Bidder in this regard.
3.8

AMENDMENT OF TENDER DOCUMENT

3.8.1 At any time prior to the deadline for submission of bids, IHMCL, for any
reason, whether at its own initiative or in response to the clarifications
requested by prospective Bidders may modify the bidding documents by
issuing amendment(s).
3.8.2 Any Corrigendum /Addendum thus issued shall be part of the bidding
documents and shall be communicated on website www.nhai.org only. No
separate information will be passed to any individual Bidders in this regard.
3.9

LANGUAGE OF BID
The Bid prepared by the Bidder, as well as all correspondence and documents
relating to the Bid exchanged by the Bidder and IHMCL shall be written in
English.

3.10

SUBMISSION OF BID

3.10.1 The bids shall be submitted in a sealed envelope superscripted Bid for
conducting Traffic Survey using portable ATCC systems, which should
contain following sealed envelopes:
(i) Application fee of Rs. 5,000
(ii) EMD of Rs. 10,00,000 (Rupees Ten Lakhs only) in the form of DD
(iii)Technical Bid
(iv) Financial Bid(s) for traffic survey separately for each zone superscribing
Financial Bid for Zone -----

3.10.2 The technical bid shall contain the following:

a. Index of documents with page number;
b. A cover letter on the letter head of the Applicant in the prescribed format
at 7.1
c. Power of Attorney (in original) in favour of the authorized signatory of the
bidder in the prescribed format at 7.4; the Power of Attorney should be
executed on a non-judicial stamp paper of appropriate denomination and
should be registered or duly notarized by a notary public.
d. Documents substantiating eligibility of the bidder.

3.11 BID PRICE

a) The bidder shall indicate the prices in Indian Rupees only.
b) Prices quoted by the bidder shall be fixed for the entire Contract period. Bids
submitted with adjustable price quotations will be rejected.

3.12 BID VALIDITY

a) Bids shall remain valid for a period of 180 days from the last date of bid
submission. Any Bid valid for a shorter period shall be rejected as nonresponsive.
b) In exceptional circumstances, IHMCL may solicit Bidder's consent to an
extension of the period of validity. The request and the responses thereto shall
be made in writing. A Bidder granting the request is neither required nor
permitted to modify the Bid.
3.13

DOCUMENT FEE AND BID SECURITY

3.13.1 The Bidder shall furnish, as part of the Bid, Earnest Money Deposit (EMD)
/Bid Security for an amount INR 10,00,000/-(Rupees Ten Lakhs only)

3.13.2 Document fee: The document fee (non-refundable) of Rs. 5000/- (Rupees
Five thousand only) in the form of a demand draft / pay order drawn in favour

of Indian Highways Management Company Ltd. on any Scheduled bank

payable at New Delhi shall be submitted by the bidder.

3.13.2 The Earnest Money at the Bidders option shall be in the form of a demand
draft / pay order drawn in favour of Indian Highways Management Company
Ltd. on any Scheduled bank payable at New Delhi.
The bid security in any other form shall not be accepted and the bid shall be
rejected.
3.13.3 deleted
3.13.4 Any bid not accompanied by an acceptable Earnest Money Deposit shall be
rejected by the Employer as non-responsive.
3.13.5 The Earnest Money of unsuccessful bidders will be returned as promptly as
possible, after expiry of the period of Bid Validity prescribed by the
Employer.
3.13.6 The Earnest Money of the successful Bidder will be discharged when the
Bidder has furnished the required Performance Security and signed the
Contract Agreement.
3.13.7 The Bid Security / Earnest Money will be forfeited:
(i)

if the Bidder withdraws or modifies the Bid during the period of Bid
validity;

(ii)

if the Bidder does not accept the correction of the bid price, pursuant to
Clause 3.22; or

(iii) in the case of a successful Bidder, if the Bidder fails within the specified
time limit to
a. sign the Agreement; and/or
b. Furnish the required Performance Security.

3.14

ALTERNATIVE PROPOSALS BY BIDDERS

Bidder shall submit offers that fully comply with the requirement of the tender
document including conditions of contract. Conditional offer or alternate
offer will not be considered further in the process of tender evaluation.

3.15 FORMAT FOR SIGNING OF BID

3.15.1 The Bidders are required to fill up and submit all the formats.
3.15.2 The Bid shall be signed by a duly authorized person to sign on behalf of the
bidder. All pages of the bid except any un-amended printed literature shall be
signed and sealed by the person signing the bid.

3.15.3 The Bid shall contain no overwriting, alterations or additions. If it is necessary

to correct errors made by the Bidder, in which case such corrections shall be
made by scoring out the cancelled portion, writing the correction and
signing by the authorised signatory of the Bid.
3.16

FORMAT FOR SUBMISSION OF PROPOSALS

3.16.1 All the Bids ( Technical & Financial bids) will have to be submitted ONLY in
HARD BOUND ( Hard bound implies such binding between two covers
through stitching or otherwise whereby it may not be possible to replace any
paper without disturbing the document ) form with all pages sequentially
numbered either at the top or at the bottom right corner of each page. It
should also have an index giving page wise information of above documents.
Bids without hard bound will summarily be rejected. The spiral bound
document is not hard bound and will be summarily rejected.
3.16.2 The outer envelope shall indicate the name and address of the bidder to enable
the bid to be returned unopened in case it is declared late.
3.16.5 If these envelopes are not sealed and marked as required, IHMCL will assume
no responsibility for the bids misplacement or premature opening.
3.17

DEADLINE FOR SUBMISSION OF BID

3.17.1 Complete Bid containing the entire Envelope as specified must be received by
the Employer at the address specified in the NIT on or before 01.07.2014 up
to 1100 Hrs(IST). In the event of the specified date for the submission of bids
being declared a holiday for the Employer, the Bids will be received up to the
specified time on the next working day.
3.17.2 The Employer may, at his discretion, extend the deadline for submission of
bids by issuing an amendment in which case all rights and obligations of the
Employer and the bidders previously subject to the original deadline will
thereafter be subject to the deadline extended.
3.17.3 Offer by fax / e-mail will not be acceptable.
3.18

LATE SUBMISSION
Bids received after the deadline will be rejected and returned to the bidder
unopened. This will be strictly followed.

3.19 MODIFICATION AND WITHDRAWAL OF BIDS

3.19.1 Bidders may modify or withdraw their bid before the deadline.
3.19.2 The modifications or withdrawal shall be submitted in a separate sealed
envelope and marked as 'Modifications or withdrawal as appropriate.
3.19.3 No bid shall be modified after the deadline for submission of Bids.

3.20

OPENING OF BIDS

3.20.1 Technical Bids will be opened at 1200Hrs(IST) on 01.07.2014 at the address

mentioned in NIT.
3.20.2 Bidders representative may attend the opening, and those who are present
shall sign evidencing their attendance.
3.20.3 The Bidders names, Bid modifications or withdrawals and such other details
as IHMCL at its discretion, may consider appropriate, will be announced at the
time of opening.
3.20.4 The Financial Bids of ONLY the Bidders who are short-listed in Phase-2 will
be opened.
3.20.5 The financial bids of short-listed bidders shall be opened in the Zone-wise
sequence i.e. the financial bids of Zone-1 shall be opened first and thereafter
that of Zone-2 and so on.
3.20.6 As the maximum number of Zones for work award to any bidder is limited to
3 (three), therefore, if any bidder happens to be lowest in 3 Zones in the
sequence of opening of financial bids mentioned above, his financial bids of
remaining Zones shall not be opened and shall be returned unopened after
completion of bid process.
3.21

EXAMINATION AND EVALUATION OF BIDS

3.21.1 The Purchaser reserves the right to modify the Evaluation Process at any time
during the Tender Process, without assigning any reason, whatsoever, and
without any requirement of intimating the Bidders of any such change.
3.21.2 Any time during the process of evaluation, the Purchaser may seek for
clarifications from any or all Bidders.
3.21.3 Phase-1:
Document Fee & EMD/Bid Security: First, the envelope
containing Document fee and Bid Security will be opened and if both are
found furnished by the bidders in the prescribed manner, then the second
envelope containing Technical Proposal documents shall be opened. At any
stage during the evaluation, if the EMD is found invalid, the respective
Bidders bid will be summarily rejected.
3.21.4 Phase-2:

Technical Proposal Evaluation:

The technical bids will be evaluated by a duly constituted Evaluation Committee.

The Bidder shall have to fulfil all the Eligibility Criteria as specified, in
totality and submit all the required documents. These documents will be
scrutinized in this phase of evaluation. Those bidders who do not fulfil the
terms and conditions of Eligibility Criteria as specified in this tender will not
be eligible for further evaluation.
Evaluation of Technical Proposals by IHMCL shall not be questioned by any
of the Bidders. IHMCL may ask Bidder(s) for additional information, visit to
Bidders site and/ or arrange discussions with their professional, technical
faculties to verify claims made in Technical Bid documentation from the

Bidder on the already submitted Technical Proposal at any point of time

before opening of the Financial Proposal.
3.21.5 Phase-3:Financial Proposal Evaluation:
The Financial Proposals of ONLY the Bidders who are short-listed in Phase-2
will be evaluated. The Financial Proposal Evaluation will be based on the
Total Cost, which would be the total payouts including all taxes etc.
If there is a discrepancy between the unit price & the total price, the unit price
shall prevail and IHMCL shall correct the total price. If there is a discrepancy
between words & figures, the amount in words shall prevail. If the bidder does
not accept the correction of errors, his bid shall be rejected and the EMD will
be forfeited.
The Evaluation Committee shall determine if the financial proposal is
complete and without computational errors. The proposal with the lowest
price will be selected.
3.22

IMBALANCED BID
If the Bid of the successful Bidder is seriously imbalanced in relation to the
Employer's estimate of the cost of work to be performed under the contract,
the Employer may require the Bidder to produce detailed price analysis for
any or all items of the Bill of Quantities, to demonstrate the internal
consistency of the proposed System. After evaluation of the price analyses,
the Employer may require that the amount of the performance security set
forth in Clause 3.30 be increased and an additional performance security may
be obtained at the expense of the successful Bidder to a level sufficient to
protect the Employer against financial loss in the event of default of the
successful Bidder under the Contract. The amount of the additional increased
performance security shall be equal to the seriously imbalanced amount,
which shall be final, binding and conclusive on the bidder.

3.23

PROCESS TO BE CONFIDENTIAL
Information relating to the examination, clarification, evaluation, and
comparison of bids and recommendations for the award of a contract shall not
be disclosed to bidders or any other persons not officially concerned with such
process until the award to the successful Bidder has been announced. Any
attempt by a Bidder to influence the Employers processing of bids or award
decisions may result in the rejection of his Bid.

3.24 AWARD CRITERIA

3.24.1 Subject to Clause 3.26, the Employer will award the Contract to the Bidder
whose Bid has been determined to be responsive to the Tender documents and
who quoted the lowest.
3.24.2 Bidders can submit bids for all Zones, however, work of more than three (3)
zones will not be awarded to any bidder.

3.24.3 The Employer reserves the right to order for increased or decreased quantity,
by up to 30%, of traffic survey locations specified in the BOQ without any
change in unit price.
3.26

IHMCL S RIGHT TO REJECT ANY OR ALL BIDS

IHMCL reserves the right to reject any Bid, and to annul the bidding process
and
reject all bids at any time, without thereby incurring any liability to the
affected Bidder(s) or any obligation to inform the affected Bidder(s) of the
grounds for such decision.

3.27

NOTIFICATION OF AWARD OF CONTRACT

3.27.1 Prior to the expiration of the Bid validity, the Employer will notify the
successful bidder that his Bid has been accepted. The Employer will
mention the contact value in the letter of acceptance (LOA).
3.27.2 The Contract Agreement will incorporate all agreements between the
Employer and the successful Bidder. It will be signed by the Employer and the
successful Bidder after the performance security is furnished. The Employer
will issue notice to commence the work after signing of contract.
3.27.3 Upon furnishing of the Performance Security by the successful Bidder, the
Employer will promptly notify the other Bidders that their Bids have been
unsuccessful. EMDs of unsuccessful bidders will be returned back to them
after signing of contract agreement with the successful bidder.

3.28

CONFIDENTIALITY

3.28.1 The Bidder shall keep confidential any information related to this tender with
the same degree of care as it would treat its own confidential information.
The Bidders shall note that the confidential information will be used only for
the purposes of this tender and shall not be disclosed to any third party for any
reason whatsoever.
3.28.2 As used herein, the term Confidential Information means any written
information, including without intimation, information created by or for the
other party, which relates to internal controls, computer or data processing
programs, algorithms, electronic data processing applications, Source Code,
routines, subroutines, techniques or systems, or information concerning the
business or financial affairs and methods of operation or proposed methods of
operation, accounts, transactions, proposed transactions
or
security
procedures of either party or any of its affiliates, or any client of either
party, except such information which is in the public domain at the time of
its disclosure or thereafter enters the public domain other than as a result of a
breach of duty on the part of the party receiving such information. It is the
express intent of the parties that all the business process and methods used
by the Bidder in rendering the services hereunder are the Confidential
Information of
the Bidder.

3.28.3 At all times during the performance of the Services, the Bidder shall abide by
all applicable IHMCL / MoRTHs security rules, policies, standards,
guidelines and procedures. The Bidder should note that before any of its
employees or assignees is
given access to the Confidential Information,
each such employee and
assignees shall agree to be bound by the term of
this tender and such rules,
policies,
standards,
guidelines
and
procedures by its employees or agents.
3.28.4 The Bidder should not disclose to any other party and keep confidential the
terms and conditions of this Contract agreement, any amendment hereof, and
any Attachment or Annexure hereof.
A copy of Non Disclosure Agreement as per the enclosed format at section -7
has to be signed by the successful bidder during signing of the contract
agreement.
The obligations of confidentiality under this section shall survive rejection of
the contract.
3.28.5 Bidders shall not be under a declaration of ineligibility for corrupt and
fraudulent practices by the Central Government, the State Government or any
public undertaking, autonomous body, authority by whatever name called
under the Central or the State Government.
3.29

SIGNING OF AGREEMENT
At the same time that the Employer notifies the successful bidder that his bid
has been accepted, the Employer will direct him to submit the Performance
Security and inform the bidder for signing of the Contract Agreement.

3.30

PERFORMANCE SECURITY

3.30.1 Within 15 (Fifteen) days of the receipt of the Letter of Award, the successful
Bidder shall submit performance security in the form of Bank Guarantee for
Rs. 25,00,000/- (Rupees Twenty Five Lakhs only) in accordance with clause
3.22 and relevant conditions of contract.
3.30.2 The Performance Security shall be submitted in the form of Bank Guarantee
issued in the name of Employer by a bank mentioned under clause no: 3.31 as
per the format given in Section -7 and will be valid for a period of 180 days
after the expiry of contract period.
3.30.3 The Performance Guarantee shall be payable to the Employer as a
compensation for any loss resulting from the Contractors failure to complete
its obligations under the contract.
3.31

BANK GUARANTEE (BG)

3.31.1 The Bank Guarantee in the name of the Employer issued by the following
banks would only be accepted:(i) State Bank of India or its subsidiaries,
(ii) Any Indian Nationalised Bank
(iii) IDBI or ICICI Bank

(iv)
(v)

(vi)

A Foreign Bank (issued by a branch outside India) with a counter

guarantee from SBI or its subsidiaries or any Indian Nationalised Bank.
Any Scheduled Commercial Bank approved by RBI having a net worth of
not less than Rs. 500 crore as per the latest Annual Report of the Bank. In
the case of a Foreign Bank (issued by a branch in India), the net worth in
respect of the Indian operations shall only be taken into account.
Export Import Bank of India

3.31.2 The acceptance of the guarantees shall also be subject to the following
conditions:(i)
(ii)
3.32

The capital adequacy of the Bank shall not be less than the norms
prescribed by RBI (presently 9, with effect from 31st March, 2003, 10).
The bank guarantee issued by a Cooperative Bank shall not be accepted.

CORRUPT OR FRAUDULENT PRACTICES

The Employer will reject a proposal for award if it determines that the Bidder
recommended for award has engaged in corrupt or fraudulent practices in
competing for the contract in question.
The Employer will declare the firm ineligible, either indefinitely or for a stated
period of time, to be awarded a contract by National Highways Authority if it
at any time determines that the firm has engaged in corrupt or fraudulent
practices in competing for the contractor, or during execution.
Corrupt practice means the offering, giving, receiving, or soliciting of any
thing of value to influence the action of a public official in the procurement
process or in Contract execution.
Fraudulent Practice means a misrepresentation of
facts in order to
influence a procurement process or the execution of a contract to the detriment
of the Employer and includes collusive practice among Bidders (prior to or
after bid submission) designed to establish bid process at artificial noncompetitive levels and to deprive the Employer of the benefits of free and
open competition.

------------- xxxx ---------

SECTION IV- CONDITIONS OF CONTRACT

4.1

CONDITIONS OF CONTRACT
These Conditions shall supplement or amend the other parts of the Bidding
Documents and whenever there is a conflict; provision herein shall prevail
over those in the other parts of the Bidding Documents.

4.2

GOVERNING LANGUAGE
All correspondence and other documents to be exchanged by the parties shall
be written in the English language. The version written in English language
shall govern its interpretation.

4.3

APPLICABLE LAW
Appropriate laws of Government of India shall apply.

4.4

INTERPRETATION
In interpreting these Conditions of Contract, singular also means plural, male
also means female or neuter, and the other way around. Headings have no
significance. Words have their normal meaning under the language of the
Contract unless specifically defined.

4.5

The Contractor shall indemnify the IHMCL against all third party claims of
infringement of patent, trademark or industrial design rights arising from use
of the goods or any part thereof in IHMCL.

4.6

The Bidders are expected to examine all terms and instructions included in the
RFP Document. During preparation of the technical proposal, the bidders shall
make their own assessment of staff to undertake the assignment.

4.7

PAYMENT TERMS

4.7.1 Payments will be made in Indian Rupees only

4.7.2 The payment shall be made after successful completion of Traffic Survey at
the designated locations and submission of deliverables as per clause 5.5. The
schedule of payment shall be as under:
(a) 100% payment normally within 60 days of submission of invoice

subject to adjustment of applicable penalties on monthly basis.

4.8

PRICES
a) All taxes and duties as applicable shall be payable by the Contractor.
b) Service Tax shall be released separately only after submission of proof of
payment of the service tax.
c) Mandatory taxes/ duties etc. as applicable will be deducted by IHMCL.
d) The effects of any increase / decrease of any type of taxes levied by the
Government shall be borne by the Contractor
e) All payments shall be made subject to adjustment of applicable penalties.
f) No amount or cost shall be payable for holding discussion, as considered
necessary by the Client, for any purpose with Clients Officials at Clients
Head Office or elsewhere, prior, during or after the conduct of an assignment.
g) Prices quoted by the bidder shall be fixed for the entire Contract period.

4.9

START OF ASSIGNMENT

4.9.1

Within Thirty (30) days of signing the contract, the Contractor shall
commence traffic survey assignment.

4.9.2

The Contractor, if faced with problems in timely commencement of

assignments, shall immediately inform IHMCL in writing/Email, about the
causes of the problem /delay and tentative duration of such delay etc.

4.9.3 The Contractor shall complete two traffic survey assignments at each location
in a year starting from the date of commencement. For this purpose, the
Contractor shall have sufficient teams to complete the traffic surveys at the
locations coming under the zones awarded to him. Non-fulfilment of this
requirement or delay in completion of traffic survey assignments would attract
penalties.
4.10

PENALTY

4.10.1 Delay in commencement of assignments (as per 4.9.1): Penalty of Rs. 5000/per day upto to a maximum of Rs. 50,000/- will be imposed.
4.10.2 Delay in submission of survey reports: Penalty of Rs. 5000/- per day upto to a
maximum of Rs. 50,000/- per assignment will be imposed.

4.10.3 Non-completion of traffic survey assignments in a year: Each number of

traffic survey shortfall in a year shall attract penalty of Rs. 1,00,000 (Rupees
One Lakh only).

4.10.4 IHMCL will conduct random checking of the traffic survey report(s). In case
the accuracy levels fall below the specified limit indicated in Section V,
penalty will be imposed as below:
(a)

1st attempt : The Contractor will be asked to correct the report.

Penalty of Rs. 5000/- per day per assignment will be imposed from
the date of notice for correction till receipt of corrected report (both
days included)
The contractor shall provide the corrected report(s) in the manner
and quantity specified in Deliverables clause 5.5.

(b)

2nd attempt : If IHMCL finds any inaccuracies in the corrected report,

no payment will be made for that assignment

4.10.5 In case of delay due to reasons beyond the control of the agency, suitable
extension of time will be granted without imposing any penalty.
In case of imposition of penalties on three counts and above an a year, IHMCL
may consider termination of contract and forfeiture of Performance Security.
4.11

CONTRACT PERIOD
The total contract period will be for Five Years renewable on yearly basis at
the option of IHMCL.

4.12

INSURANCE
The Contractor shall have necessary insurances, as appropriate.

4.13

FORCE MAJEURE
(i) Neither party shall be responsible to the other for any delay or failure in
performance of its obligations due to any occurrence commonly known as
Force Majeure which is beyond the control of any of the parties,
including, but without limited to, fire, flood, explosion, acts of God or
any governmental body, public disorder, riots, embargoes, or strikes, acts
of military authority, epidemics, strikes, lockouts or other labour disputes,
insurrections, civil commotion, war, enemy actions.
(ii) If a Force Majeure arises, the Contractor shall promptly notify IHMCL in
writing of such condition and the cause thereof. Unless otherwise directed
by IHMCL, the Contractor shall continue to perform his obligations under
the contract as far as is reasonably practical, and shall seek all reasonable
alternative means for performance not prevented by the Force Majeure
event. The Bidder shall be excused from performance of his obligations in

whole or part as long as such causes, circumstances or events shall

continue to prevent or delay such performance.
4.14

INDEMNIFICATION
The successful bidder shall at all time indemnify IHMCL and MoRTH against
all claims of losses and damages etc. of any kind which may be made by third
party in respect of infringement of any protected right. Provided always that
in the event of any claim in respect of alleged breach being made against
IHMCL and MoRTH, the IHMCL shall notify the successful bidder of the
same and the successful bidder shall at its own expense either settles any such
dispute or conduct and litigation that may arise there from.
The successful bidder will indemnify IHMCL and MoRTH of all legal
obligations of its professionals deployed. IHMCL and MoRTH also stand
absolved of any liability on account of death or injury sustained by the
Contractors staff during the performance of their work and also for any
damages or compensation due to any dispute between the agency and its staff.

4.15
4.15.1

TERMINATION
ON EXPIRY OF THE CONTRACT: The Agreement shall be deemed to
have been automatically terminated on the expiry of the Contract period
unless the IHMCL has exercised its option to extend the Contract in
accordance with the provisions, if any, of the Contract.

4.15.2 ON ACCOUNT OF FORCE MAJEURE: Either party shall have the right
to terminate the Contract on account of Force Majeure, as set forth in clause
4.13.
4.15.3

ON BREACH OF CONTRACT: The Employer may terminate the

Contract if the Contractor causes a fundamental breach of the Contract.
Fundamental breach of Contract include, but shall not be limited to, the
following:
a)

The contractor fails to carryout any obligation under the contract.

b)

The contractor without reasonable excuse fails to commence the work

in accordance with clause 4.9.

c)

Has failed to furnish the required securities or extension thereof in

terms of the contract.

d)

the Contractor stops work and the stoppage has not been authorized by
the Employer;

e)

the Contractor at any time during the term of the Contract becomes
insolvent or makes a voluntary assignment of its assets for the benefit
of creditors or is adjudged bankrupt

4.15.4
4.16

f)

If the Contractor, in the judgement of the Employer, has engaged in the

corrupt or fraudulent practice in competing for or in executing the
Contract.

g)

Any other fundamental breaches as specified in the Tender.

Notwithstanding the above, the Employer may terminate the Contract for
convenience by giving 30 days prior notice without assigning any reason.
ARBITRATION/ RESOLUTION OF DISPUTES
In the event of any dispute or difference arising out or touching upon any of
the terms and conditions of this contract and / or in relation to the
implementation or interpretation hereof, the same shall be resolved initially
by mutual discussion and conciliation but in the event of failure thereof, the
same shall be referred to a sole arbitration of the Chairman of the Indian
Highways Management Co. Ltd. (IHMCL) or his nominee and the decision
of the Arbitrator shall be final and binding upon the parties. The arbitration
shall be in Delhi and the Arbitrator shall give his award in accordance with
The Arbitration and Conciliation Act, 1996.

------------ xxxx ----------

SECTION -V
SCOPE OF WORK
5.1

Background
The Ministry of Road Transport & Highways (MORT&H) is responsible for
the development, maintenance and management of National Highways and for
matters connected or incidental thereto.
MORT&H officiates from Transport Bhawan located at 1, Parliament Street,
New Delhi. MORT&H also has Regional offices in most of the State Capitals.
Issues relating to Planning for National Highways are being done by
MORT&H and the execution of work at site are being done through agencies
namely, National Highways Authority of India (NHAI), National Highway
(NH) wing of State Public Works Department (PWD), Border Roads
Organisation (BRO) etc.
NHAI got a new Company Indian Highways Management Company Ltd.
(IHMCL) incorporated with equity participation of NHAI (25%),
Concessionaires (50%) and Financial Institutions (25%) for implementation of
Electronic Toll Collection (ETC) and other Intelligent Transportation System
(ITS) / transportation related activities on highways in India.
MORT&H assigned IHMCL for conducting traffic survey at around 700
locations on national highways in India. In that direction, IHMCL invites bids
from eligible agencies to conduct traffic survey using portable Automatic
Traffic Counter-cum-Classifiers (ATCC) on sections of single/
intermediate/2/4/6/8 lane National Highways at identified locations on
National Highways in India as given in Annexure-3.

5.2

Traffic Survey Assignment

5.2.1 Counting and classification of vehicles passing on a designated section of the

National Highway with the help of portable Automatic Traffic Counter &
Classifier (ATCC) Systems for a minimum continues period of 7 days round
the clock. Also, the agency shall record video of the movement of vehicles with
the date/timestamp during the same period.
The ATCC data & Video shall be captured /recorded on real-time basis.
5.2.2

Within 30 days from the date of signing the contract, the Contractor shall
commence the assignments at the specified location(s). After collection of 7
days traffic data at each location, the agencies shall submit survey reports within
10 days after validation / correction.

5.2.3

Separate setup of ATCC and Videography shall be provided for upstream and
downstream traffic on the project highway.

5.2.4

At times, traffic survey of more or less than 7 days period may be required. In
such cases, payments shall be governed on pro-rata basis.

5.2.5

Total no. of assignments would be as per BOQ of respective Zones. Traffic

surveys shall be conducted twice every year at each location. However,
depending upon the need and directions of IHMCL/MoRTH, actual number of
assignments may increase or decrease to the extent of 30%.

5.3

Key Personnel

5.3.1

The agency shall deploy one Traffic Expert / Team Leader, who should be
employed with the agency / firm whose CV shall be approved by IHMCL. The
Traffic Expert / Team Leader shall be overall incharge of traffic surveys and
shall interact with IHMCL with reference to each assignment and shall also be
responsible for certification of report of each assignment. He should be
Graduate in Engineering with minimum 3 years of specific experience in
undertaking and analysis of traffic surveys on highways.

5.3.2

The agency shall be fully responsible to provide security to their persons

deputed on traffic survey site including their insurance, wherever required
under the law or considered prudent.

5.4

ATCC System

5.4.1 The Contractors may select the portable ATCC system based on any sensor
technologies.
5.4.2 The ATCC system should meet the following accuracy levels.
(i)
(ii)

Classification of vehicles : better than 95%

Counting of vehicles : better than 98%

For verification of the above mentioned accuracy levels, IHMCL may

compare the ATCC data with the video captured.
5.4.3 Video Camera: Colour video camera with the IR flash capable of capturing
video during night/dark. Captured video should enable employer to identify
and classify vehicles visually.
5.4.4 The System:
a) should be able to work as true Multi-lane free flow operation in which
the Lane crossing classification should be possible together with
simultaneous passages. The system should be capable of recognizing
the flow of traffic in either direction.
b) shall separately detect and classify vehicles passing at the same time
side by side
c) Trailers with the shafts shall be detected and classified as one vehicle
and not classified and counted as separate vehicles.

d) should be able to classify and count vehicles travelling up to 160

kmph.

5.5

DELIVERABLES:

5.5.1

The report formats shall be finalized after discussions with all the agencies and
Control Centre (CC) service provider and shall be standardized by IHMCL,
which may be modified from time to time based on the requirement.

5.5.2

The Traffic Survey Report shall be submitted within 10 working days of

completion of the assignment at the site and will constitute the basis for the
payments. The report should meet the objectives set-out in the Scope of Work.
The report should be comprehensive enough, duly indexed and in hard bound1
cover with all pages signed. The report shall be issued under the signature of
authorized signatory of the agency and should be submitted in 4 (Four) copies.
The sample report is given at Annexure -4

5.5.3

In addition, traffic survey data and video with analysis shall also be submitted
to IHMCL in electronic storage media viz. portable HDD/ DVD media for
each assignment.

5.6

Classification of vehicles
The ATCC system shall classify the vehicles as defined in IRC:3-1983 and
IRC:9-1972.

5.8

Traffic Survey Zones / Locations

5.8.1 The traffic survey locations are grouped in 7 Zones as per Annexure 1. The
bidders are expected to submit bids for separate zones.
5.8.2 The approximate number of zone-wise locations where such traffic survey is
intended to be performed is indicated in Annexure 1.
5.8.3 Agencies are expected to conduct traffic survey twice a year at each location.
5.8.4 With an objective to capture regional/seasonal variations of traffic, agencies
shall plan the traffic survey suitably considering climatic conditions like rain,
fog etc in that particular zone.
5.8.5 The no. of survey locations in Annex-1 is indicative only. IHMCL will not be
responsible for any compensation, in case of any increase or decrease in the
number of locations. IHMCL reserves the right to allocate Traffic Survey
assignment of any location of any zone to any agency. IHMCL also reserves
the right to conduct repeat survey at any location as per requirements from
time to time and to allocate the assignment for such repeat survey to the same
agency or another agency, as it may deem fit.
1

Hardbound implies such binding between two covers through stitching or otherwise whereby it may
not be possible to replace any paper without disturbing the document.

5.8.6 The Contractors shall have sufficient teams/setup to complete traffic surveys
in respective Zones twice a year.

5.9

IHMCL reserves the right to modify this TOR in public interest and proper
conduct of services.

----------xxxxx-----------

SECTION-VI

BOQ & FORMAT FOR

SUBMISSION OF FINANCIAL BID

6.1

FINANCIAL PROPOSAL SUBMISSION FORM

Zone :
__________
From,
(Name & Address of the Bidder)

____________________________
____________________________

(Date)

To,
CEO
Indian Highways Management Co. Ltd.
2nd Floor, MTNL Building, Sector 19,
Dwarka
New Delhi 110 075

Dear Sir,
Subject:
Tender Ref No: _________________________

We, the undersigned, offer to provide the services as required in accordance with your
tender document Ref no. ___________ and our Proposal (Technical and Financial).
Our attached financial proposal is for the sum of Rs. ______ (Amount in words) for
Zone ---------. This amount is inclusive of the all taxes, duties etc.
Our Proposal is binding upon us upto expiration of the validity period of the Proposal.
We undertake that, in competing for (and, if the award is made to us, in executing) the
above contract, we will strictly observe the laws against fraud and corruption in force
in India namely "Prevention of Corruption Act 1988".
We understand you are not bound to accept any Proposal you receive.
Yours sincerely,
Authorised signatory:
Name and title of Signatory:
Name of Bidder:
Address:
Encl. Bill of Quantities.

6.2

BILL OF QUANTITIES
Zone:

S.
No

Description

Counting and classification of

vehicles with the help of portable
Automatic Traffic Counter &
Classifier (ATCC) Systems for a
continues period of 7 days round
the clock for both upstream and
downstream traffic
Videography of the movement of
vehicles during the same period.
Two sets of Camera systems, one
each
for
upstream
and
downstream traffic

Unit Price
in INR

No. of
assignments in
5 years
(No. Of locations
in this zone*2*5)

Total
Amount
in INR

(Price to be
quoted here
for per
assignment)

(Price to be
quoted here
for per
assignment)

Total

(Authorized Signatory)

SECTION-VII

FORMATS FOR SUBMISSION OF BIDS

7.1

BID FORM
__________
(Date)

From,
(Name & Address of the Bidder)

____________________________
____________________________

To,
CEO
Indian Highways Management Co. Ltd.
2nd Floor, MTNL Building, Sector 19,
Dwarka
New Delhi 110 075

Subject: ___________________________________________
Ref.: Tender No______________________________
Dear Sir/Madam,
After examining/reviewing the Bidding Documents for _________________etc. the
receipt of which is hereby duly acknowledged, we, the undersigned, are pleased to bid
to execute the whole of the Job for the item in conformity with, the said RFP
Documents, including Corrigendum / Addenda Nos. ____________.
We confirm that this bid is valid for a period of 180 days from the date of opening of
Bid, and it shall remain binding upon us and may be accepted by any time before the
expiration of that period.
If our bid is accepted, we will provide the required performance guarantee as per the
tender document.
Until a final Contract is prepared and executed, the bid together with your written
acceptance thereof in your notification of award shall constitute a binding Contract
between us.
We undertake that, in competing for (and, if the award is made to us, in executing) the
above contract, we will strictly observe the laws against fraud and corruption in force
in India namely "Prevention of Corruption Act 1988". We understand you are not
bound to accept any Proposal you receive.
Yours sincerely,
(Signature of the Authorized signatory):
Name and Designation of the Authorized signatory:
Name and Address of Bidder:
Phone, Fax & E-Mail

7.2
UNDERTAKING
(should be on Bidders Letterhead )
1.
2.

3.

4.

4.

I, the undersigned, do hereby certify that all the statements made in the
required attachments are true and correct.
The undersigned also hereby certifies that neither our firm
M/s_________________________________________________
have
abandoned any work of National Highways Authority of India nor any
contract awarded to us for such works have been rescinded, during last five
years prior to the date of this bid.
The undersigned hereby authorize(s) and request(s) any bank, person, firm or
corporation to furnish pertinent information deemed necessary and requested
by the Employer to verify this statement or regarding my (our) competence
and general reputation.
The undersigned understands and agrees that further qualifying information
may be requested, and agrees to furnish any such information at the request of
the Employer.
We confirm that we have not been blacklisted /debarred by any central/state
Government department/organization or Quasi Government agencies of PSU.

5.

We confirm that no criminal proceeding is pending any court of law.

6.

We also confirm that we have not been convicted by any court of law for any
of the offenses under any Indian laws

_____________________________________
(Signed by an Authorized Officer of the bidder)
_____________________
Title of Officer
______________________________
Name of bidder
______________________
DATE

7.3

BIDDERS ANNUAL TURNOVER

__________
(Date)
From,
(Name & Address of the Bidder)

____________________________
____________________________

To,
CEO
Indian Highways Management Co. Ltd.
2nd Floor, MTNL Building, Sector 19,
Dwarka
New Delhi 110 075

Subject: ---------------------------------------------------------------------Tender Ref. No.:-------------------------------------------------Dear Sir/Madam,

We hereby certify that the average annual turnover of M/s. _________________
(name of the bidder) for the last three financial years (ending 31st March of the
previous financial year) is as given below:
Annual Turnover for the last 3 Financial Years (FYs) in
Indian Rupees (INR)
FY
(2011-2012)

FY
(2012-2013)

Yours Sincerely,
(Signature of Statutory Auditor)
Name of the Statutory Auditor:
Name of the Statutory Auditor Firm:
Seal:

FY
(2013-2014)

Average

7.4

Power of Attorney

Know all men by these presents, we, M/s ......................................... (name of Firm/ Company
and address of the registered office) do hereby constitute, nominate, appoint and authorise
Mr/ Ms........................................ son/daughter/wife of.. and
presently residing at ........................................, who is presently employed with us and
holding the position of .................... as our true and lawful attorney (hereinafter referred to as
the Authorised Signatory or Attorney) 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 quotation for empanelment as the agency for -----------------------, proposed by Indian
Highways Management Co. Ltd., including but not limited to signing and submission of all
applications, proposals and other documents and writings, and providing information/
responses to IHMCL, representing us in all matters before IHMCL, signing and execution of
all contracts and undertakings consequent to acceptance of our proposal and generally dealing
with IHMCL in all matters in connection with or relating to or arising out of our proposal for
the said assignment and/or upon award thereof to us.
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 Signatory or Attorney pursuant to and in exercise of
the powers conferred by this Power of Attorney and that all acts, deeds and things done by
our said Authorised Representative in exercise of the powers hereby conferred shall and shall
always be deemed to have been done by us.
IN WITNESS WHEREOF WE, ....................THE ABOVE NAMED PRINCIPAL HAVE
EXECUTED THIS
POWER OF ATTORNEY ON THIS .................... DAY OF ...................., 2014
For .......................................
(Signature, name, designation and address)
Witnesses:
1.
2.
Notarised
Accepted
........................................
(Signature, name, designation and address of the Attorney)

Notes:
The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by
the applicable law and the charter documents of the executants(s) and when it is so required the same should be
under common seal affixed in accordance with the required procedure. The Power of Attorney should be

executed on a non-judicial stamp paper of appropriate denomination and should be registered or

duly notarised by a notary public.
Wherever required, the Applicant 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 Applicant.
For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian
Embassy and notarised in the jurisdiction where the Power of Attorney is being issued. However, Applicants from
countries that have signed the Hague Legislation Convention 1961 need not get their Power of Attorney legalised
by the Indian Embassy if it carries a conforming Apostles certificate.

7.5 FORM OF PERFORMANCE SECURITY (BANK GUARANTEE)

To
The Chairman,
Indian Highways Management Co. Ltd.

2nd Floor, MTNL Building, Sector- 19,

Dwarka, New Delhi- 110 075

WHEREAS ___________________________________________________ (Name

and address of Contractor) (hereinafter called the contractor)* has undertaken, in
pursuance of Contract No. ____________________________________dated
__________to execute ____________________________________(Name of contract
and brief description of works) ( hereinafter called the the Contract).
AND WHEREAS it has been stipulated by you in the said Contract that the
Contractor shall furnish you with a Bank Guarantee by a recognized bank for the sum
specified therein as security for compliance with his obligations in accordance with
the Contract;
AND WHEREAS we have agreed to give the Contractor such a Bank Guarantee;
NOW THEREOF we hereby affirm that we are the Guarantor and responsible to
you,
on
behalf
of
the
Contractor
up
to
a
total
of
_____________________________(amount
of
Guarantee)**________________________________(in words) , such sum being
payable in the types and 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
______________________(amount of Guarantee)as aforesaid without your needing
to prove or to show grounds or reasons for your demand for the sum specified therein.
We hereby waive the necessity of your demanding the said debt from the
Contractor before presenting us with the demand.
We further agree that no change or addition to or other modification of the terms
of the Contract or of the Works to be performed there under or of any of the Contract
documents which may be made between you and the Contractor shall in any way
release us from any liability under this guarantee, and we hereby 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 contractor or of the Bank.
Notwithstanding anything contained herein before, our liability under this
guarantee
is
restricted
to
Rs.__________(Rs._________________________________)and the guarantee shall
remain valid till _________.Unless a claim or a demand in writing is served on us on
or before______________ all our liability under this guarantee shall cease.
Signature and seal of the Guarantor________
Name and Designation __________________

In presence of

1._____________________
(Name, signature & Occupation)
Code no. of the officer(s) signing the guarantee(s)

Name of the Bank______________________

Address_______________________________

2._______________________
(Name, signature & Occupation)

Date______________________________

Controlling Office of the Bank:

Contact Person: _____________
Address
Tel. No

: _____________
: ______________

Note:
*
Give names of all partners if the Contractor is a Joint Venture/consortium.
**
An amount is to be inserted by the Guarantor, representing the percentage of
the contract price specified in the Contract and denominated in Indian Rupees.

7.6 Format for Non Disclosure Agreement

This Non Disclosure Agreement dated the day of ______, 2014
BETWEEN
Indian Highways Management Co. Ltd., 2nd Floor, MTNL Building, Sector-19, Dwarka, New Delhi-75
(hereinafter referred to as the Disclosing Party)
AND
_______________________________________, a company incorporated under the laws of India
and having its registered office at _____________________________________________
(hereinafter referred to as Receiving Party) (collectively referred to as the parties)

WHEREAS
In connection with ________________________, the Receiving Party as Contractor by the
Disclosing Party, the Parties have agreed to execute this Non Disclosure Agreement to ensure that all
information provided by the Disclosing Party to the Receiving Party in the course of engagement of the
Receiving Party as Contractor is kept confidential

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.
Definitions
a)

Purpose shall mean _____________________,by the Receiving Party to the Disclosing

Party.

b)

Confidential Information shall mean all discussions, documents, paper, discs, technology,
procedure and other information of a confidential nature pertaining to, generated or disclosed by
either party in any form including in writing, electronically, computerized orally or otherwise
marked as Confidential or informed to be Confidential or relating to the Purpose, including,
without limitation:
(i)

All financial details investment plans, price specifications, schemes, technology knowhow, techniques and information relating to business, investments, transactions or
affairs, services being rendered, plans for business investments or for improving
services and discussions on future services; and all other information, material or data
relating to the current and /or future business and operations of the Disclosing Party and
analysis, compilations, studies, summaries, extracts or other documentation prepared by
the Receiving Party arising out of the Confidential Information.

(ii)

the terms of this or any other agreement or document signed or to be signed by or

between the Parties and the provisions thereof.

However, Confidential Information shall exclude any part of such disclosed information or
data which: i. is in or comes into the public domain in any way without breach of this Agreement by the
Receiving Party; or
ii.

the Receiving Party can show (a) was in its possession or known to it by being in its use
or being recorded in its files or computers or other recording media prior to receipt from
the Disclosing Party and was not previously acquired by the Receiving Party from the
Disclosing Party under an obligation of confidence, or (b) to have been developed by or
for the Receiving Party at any time independently of any information disclosed to it by
the Disclosing Party; or

iii. the Receiving Party obtains from a source other than the Disclosing Party without breach
by the Receiving Party or such source or any obligation of confidentiality or non-use
towards the Disclosing Party; or

iv. is hereafter furnished by the Disclosing Party to a third party without restriction on
disclosure or use; or
v.

2.

is disclosed by the Receiving Party (a) with the prior written approval of the Disclosing
Party, or (b) without such approval, after a period of one (1) year from the date of receipt
thereof.

Handling of Confidential Information

The Receiving Party shall maintain the Disclosing Partys Confidential Information in
confidence and shall exercise in relation thereto no lesser security measures and degree of
care than those which the Receiving Party applies to its own Confidential Information which
the Receiving
Party warrants as providing adequate protection against
unauthorized
disclosure, copying or
use. The Receiving Party shall ensure that disclosure of
such
Confidential Information is restricted to
those
employees,
directors,
officers,
representatives, advisors, consultants or agents
(collectively
referred
to
as
Representatives) of the Receiving Party having the need to know the same for the Purpose.
Copies or reproductions shall not be made except to the extent reasonably necessary for the
Purpose and all copies made shall be the property of the Disclosing
Party.
All
Confidential Information and copies thereof shall be returned to the Disclosing Party within
seven (7) days of receipt of a written request from the Disclosing Party

The Receiving Party shall not attempt to reverse engineer, decompile, disassemble or
reverse translate any Confidential Information provided by the Disclosing Party or
discover the source code or trade secrets in any such Confidential Information.
Nothing in this Agreement shall limit the ability of a party to disclose such Confidential
Information of the other party if such disclosure is (a) required to be made pursuant to any law
or regulation, government authority, duly authorized subpoena or court order, whereupon that
party shall provide prompt notice to the Disclosing Party of the Confidential Information in
question, who will thereof have the opportunity to respond
prior to such disclosure; (b)
required to be made by a court or other tribunal in connection with the enforcement of such
Disclosing Partys rights under this Agreement, or (c) is approved by the prior written
consent of the Disclosing Party of the Confidential Information.
3.

Limitations and Warranty

a)

The Receiving Party shall (i) not divulge the Disclosing Partys Confidential Information,
in whole or in part, to any third party without the prior written consent of the Disclosing
Party, (ii) use the same only for the Purpose, and (iii) make no commercial use of the
same or any part thereof without the prior written consent of the Disclosing Party.
Notwithstanding the foregoing, the Receiving Party shall be entitled to make any
disclosure required by law of the Disclosing Partys Confidential Information.

b)

The Disclosing Party warrants its right to disclose its Confidential Information to the
Receiving Party and to authorize the Receiving Party to use the same for the Purpose.

4.

Disclaimer
All rights in Confidential Information are reserved by the Disclosing Party and no rights or
obligations other than those expressly recited herein are granted or to be implied from this
Agreement. In
particular, no licence is hereby granted directly or indirectly under any
invention, discovery, patent, copyright or other intellectual property right now or in the future
held, made, obtained or licensable by either party. Nothing in this Agreement or its
operation shall constitute an obligation on either party to enter into the aforesaid business
relationship or shall preclude, impair or restrict either party from continuing to engage in its
business otherwise that in breach of the terms of this Agreement

5.

Notices
All notices under this Agreement shall be in writing, sent by facsimile or first-class registered or
recorded delivery post to the party being served at its address specified above or at such
other address of which such party shall have given notice as aforesaid, and marked for the

attention of that partys signatory of this Agreement. The date of service shall be deemed to
be the day following the day on which the notice was transmitted or posted as the case may be.
6.

No Bar on Participation in Projects initiated by the Disclosing Party

The Disclosing Party acknowledges that the advisory mandate awarded to the Receiving
Party will not bar the Receiving Party or any of its group companies from bidding or
participating in any projects initiated by the Disclosing Party on the ground that the
Receiving Party was privy to information which was not within the public domain.
On its part the Receiving Party shall ensure, confirm and warrant that neither the Receiving
Party nor any of its group companies will mis- use the information available to it in the
course of the advisory mandate to derive an unfavorable advantage in bidding /participation in
any projects initiated by the Disclosing Party .The Disclosing Party on its part shall not
summarily debar or reject the bid/participation of the Receiving Party on the ground that the
Receiving Party was privy to confidential information and its has derived undue advantage ,
unless reasonable opportunity its given to the Receiving Party to put forth its say.

7.

Non-Assignment
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in
whole or in part by either party without the prior written consent of the other party.

9.

Forbearance
No relaxation, forbearance or delay by a party in enforcing any of the terms of this Agreement
shall prejudice, affect or restrict its rights, nor shall waiver by a party of any breach hereof
operate as a waiver of any subsequent or continuing breach.

10.

Indemnity
The Receiving Party agrees to indemnify the Disclosing Party for any loss or damage suffered
due to any breach by it of its obligations under this Agreement. Damages shall include all costs,
expenses and attorneys fees incurred by the Disclosing Party in the enforcement of this
Agreement. PROVIDED ALWAYS THAT IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL
AND/OR
CONSEQUENTIAL DAMAGES,
LOST BUSINESS, LOST SAVINGS OR LOST
PROFITS OR REVENUES RESULTING FROM A
BREACH OF THIS AGREEMENT
EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE PROSSIBILITY OF
THE OCURRENCE OF SUCH DAMAGES.

11.

Non-Publicity
The parties shall not make any announcement or disclosure of any kind whatsoever concerning
this Agreement, including without limitation the existence of this Agreement, without the other
Partys prior written consent unless such announcement and/or disclosure is required by law.

12.

Notwithstanding anything contained herein to the contrary, the obligations of the Parties herein
shall continue for a period of one (1) year from the date of this Agreement or if a further
agreement is entered into, the termination of such further agreement, whichever is the later.

13.

The Receiving Party agrees that the obligations contained in this Agreement shall extend to the
affiliated companies of the Receiving Party and to all its advisors and consultants. In this respect
the Receiving Party represents that an agreement to keep such information confidential, on
terms similar to this Agreement, is in place before disclosing any Confidential Information to
such affiliate, advisor or consultant.

14.

Entire Agreement
This Agreement constitutes the entire agreement and understanding between the parties in
respect of Confidential Information and supersedes all previous agreements, understandings and
undertakings in such respect. This Agreement cannot be amended except by written agreement
signed
on behalf of each party by their authorized signatories.

15.

Dispute Resolution
The parties shall attempt to resolve any dispute arising out of or in connection with this
Agreement by mutual consultation, failing which such dispute shall be referred to and finally

resolved by arbitration in India under the auspices and governed by the provisions of the
Arbitration and Conciliation Act, 1996.The arbitration shall be at Delhi and only the courts at Delhi
shall have the jurisdiction to try any
matters arising from the arbitration. The language of the
arbitration shall be in English.
16.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in all respects in accordance with the
of India

laws

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives on the day and year first above written

On behalf of Disclosing Party

On behalf of Receiving Party

Signature

_________________________

Signature

Name

_________________________ Name

_________________________

Title

_________________________ Title

_______________________

_________________________

Annexure -1
Traffic Count Locations in India

ZONE
Zone-1

Traffic Count
Stations
(MoRTH)

Traffic Count
Stations
(NHAI)

Himachal Predesh
Punjab & Haryana
Chandigarh
J&K

32
53
2

50

Uttarakhand

10

Name of the State

Sub total
Zone-2

Zone-3

40

Gujarat
Maharashtra

26
69

Uttar Pradesh
Bihar
Jharkhand

70

192

287

164

234

88

216

64

188

43
21

65
14
18
6
7
6
12

NE
24

128

Karnataka

108

49

14

15

2
124

Zone-7

249

99
51
14

35
23
12

Odisha
West Bengal
Assam
Manipur
Meghalaya
Mizoram
Nagaland

Goa
Kerala

160
69
123

95

Sub total
Zone-6

166

64
96
89

Sub total
Zone-5

69

49

Sub total
Zone-4

8
11
97

Rajasthan
Madhya Pradesh &
Chattisgarh
Sub total

Total Count
Stations

Tamilnadu
Puducherry
Andhra Pradesh

83

25
1
77

83

Sub total

103

166

269

GRAND TOTAL

706

903

1609