Final RFP Document 30th May’2016

REQUEST FOR PROPOSAL

FOR

SELECTION OF MANAGEMENT CONSULTANT CUM TRANSACTION

ADVISOR FOR ODISHA MINING CORPORATION LTD (OMC)

ODISHA MINING CORPORATION LTD

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IMPORTANT INFORMATION NIT No.: 01 Date:06/05/2016

National Competitive Bidding

1. Name of the work Request for Proposal for “Engagement of Management Consultant Cum Transaction Advisor” at Odisha Mining Corporation Ltd.

2. Mode of submission of bids Hard copy through speed post/courier/by hand

3. Estimated Cost Open Tender

4. Tender Fee & Tender Fee: Rs.5250/-(inclusive of 5% VAT)

Earnest Money Deposit (EMD) (In INR)

EMD – Rs.5,00,000/-(Rupees Five Lakh) only

5. Total time Period Initially for a period of 1 Year (12 months) extendable for another 2 years maximum , on year to year renewal basis, subject to satisfactory performance of the agency.

6. Date of Publication of Tender on 06/05/2016

Website (www.orissamining.com)

7. Last date of submission of pre-bid queries

16/05/2016 till 15:00 Hrs at lkp.omc@gmail.com

8. Date of Pre Bid meeting 19/05/2016 at 11:30 Hrs

9. Uploading of final RFP document in OMC’s website

30.05.2016

10. Last Date/Time for submission of bids 21.06.2016 till 3:00PM

11. Date & time of Bid Opening 21.06.2016 at 4:00PM

12. Bid submission address AGM(Project) Odisha Mining Corporation Ltd. (A Government of Odisha Undertaking) Post Box No.:-34 Bhubaneswar-751001 Odisha, India

13. Helpline no. of e-Procurement Cell Phone: +91-0674-2377484 or +91-0674-2377496 Email: lkp.omc@gmail.com

Sd/-

AGM (Project) Odisha Mining Corporation Ltd.

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NOTICE INVITING TENDER

NIT No: 01 Date: 06/05/2016

Sealed tenders in conformity with the detailed terms & conditions of the tender document available at OMC’s website http://www.orissamining.com, are invited by OMC from eligible consulting firms/agencies under National Competitive Bidding for providing Management Consultancy and Transaction Advisory Services to OMC for better operational effectiveness through improvement of organisational efficiency and superior/quality Corporate Governance. The Scope of Work has been detailed in the bid document available in the website.

Interested bidders may download the tender document from OMC’s website and submit the filled in bids as per the bidding document. Tenders received after the stipulated date and time will not be entertained. The authority reserves the right to cancel any or all the tenders without assigning any reason.

Sd/- AGM(Project)

Odisha Mining Corporation Ltd. Bhubaneswar

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DISCLAIMER This Request for Proposal (RFP) is issued by Odisha Mining Corporation Ltd.(OMC). Whilst the information in this RFP has been prepared in good faith, it is not and does not purport to be comprehensive or to have been independently verified. Neither OMC nor any of its officers or employees, nor any of their advisors accept any liability or responsibility for the accuracy, reasonableness or completeness of, or for any errors, omissions or misstatements, negligent or otherwise, relating to the proposed Project, or makes any representation or warranty, express or implied, with respect to the information contained in this RFP or on which this RFP is based or with respect to any written or oral information made or to be made available to any of the recipients or their professional advisors and, so far as permitted by law and except in the case of fraudulent misrepresentation by the party concerned, and liability therefore is hereby expressly disclaimed. The information contained in this RFP is selective and is subject to updating, expansion, revision and amendment at the sole discretion of OMC. It does not, and does not purport to, contain all the information that a recipient may require for the purposes for making a decision for participation in this process. Neither OMC nor any of its officers, employees nor any of its advisors nor consultants undertakes to provide any Party with access to any additional information or to update the information in this RFP or to correct any inaccuracies therein which may become apparent. This RFP includes certain statements, projections, targets and forecasts with respect to the Project. Such statements, projections, targets and forecasts reflect various assumptions made by the management, officers and employees of OMC, which (the assumptions and the base Information on which they are made) may or may not prove to be correct. No representation or Warranty is given as to the reasonableness of forecasts or the assumptions on which they may be based and nothing in this RFP is, or should be relied on as, a promise, representation or warranty. OMC shall be the sole and final authority with respect to qualifying a panel of consultants through this RFP. The decision of OMC in qualifying a respondent shall be final and OMC reserves the right to reject any or all the bids without assigning any reason. OMC further reserves the right to negotiate with the qualifying agencies to enhance the value through this project and to create a more amicable environment for the smooth execution of the project.

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TABLE OF CONTENTS DISCLAIMER ..................................................................................................................................... 4 SECTION – 1: LETTER OF INVITATION ................................................................................ 6 SECTION – 2: INSTRUCTIONS TO BIDDERS ....................................................................... ...8

1.0 DEFINITIONS .................................................................................................................. ..9

2.0 INTRODUCTON .............................................................................................................. 10

3.0 GENERAL CONDITIONS ................................................................................................ 11

4.0 ELIGIBILITY CRITERIA ................................................................................................. 13

5.0 PREPARATION OF PROPOSAL ...................................................................................... 15

6.0 TECHNICAL PROPOSAL ................................................................................................ 15

7.0 FINANCIAL PROPOSAL ................................................................................................. 16

8.0 SUBMISSION, RECEIPT AND OPENING OF PROPOSALS .......................................... 17

9.0 PROPOSAL EVALUATION............................................................................................. 18

10.0 OPENING AND EVALUATION OF FINANCIAL PROPOSALS .................................. 21

11.0 CONTRACT NEGOTIATIONS AND AWARD OF CONTRACT .................................. 22

12.0 DURATION OF ASSIGNMENT ..................................................................................... 23

13.0 PERFORMANCE SECURITY ......................................................................................... 23

14.0 MISCELLANEOUS INFORMATION ............................................................................ 23 SECTION – 3: TECHNICAL PROPOSAL ................................................................................ .24

FORM TECH - 1 .................................................................................................................... 25

FORM TECH - 2 .................................................................................................................... 26

FORM TECH - 3 .................................................................................................................... 28

FORM TECH – 4 .................................................................................................................... 29

FORM TECH – 5 .................................................................................................................... 30 SECTION – 4: FINANCIAL PROPOSAL .................................................................................. .31

PRICE BID(Table-I,II &III) ........................................................................................................... 32 SECTION – 5: TERMS OF REFERENCE ................................................................................. .33

1.1. INTRODUCTION ............................................................................................................ 34 1.2. SCOPE OF WORK............................................................................................................... 34

1.3. PROJECT DELIVERABLES FOR THE MCTA…………………………………………...36 1.4. PERSONNEL TO BE DEPLOYED FOR THE ASSIGNMENT ........................................ 37 1.5. PAYMENT TERMS ......................................................................................................... 38

SECTION – 6: STANDARD CONTRACT AGREEMENT ....................................................... 40 SECTION – 7: ANNEXURES ..................................................................................................... .45

1. ANNEXURE – A : PERFORMANCE SECURITY FORM ............................................... 46

2. ANNEXURE – B: CHECKLIST......................................................................................... 49

3. ANNEXURE – C : POWER OF ATTORNEY FOR AUTHORIZED SIGNATORY ........... 50

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SECTION – 1: LETTER OF INVITATION

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LETTER OF INVITATION Ref No: “To be filled” From: AGM(Project) Odisha Mining Corporation Ltd. Odisha. To: All Prospective Bidders, 1. Odisha Mining Corporation Ltd., invites proposals for Providing Management

Consultancy and Transaction Advisory Services to OMC for better operational effectiveness through improvement of organisational efficiency and superior/quality Corporate Governance.

2. The background information and Terms of Reference for the consulting services are provided in Section 5 of the Request for Proposal (RFP).

3. This RFP is available to all prospective Bidders. 4. A firm will be selected under Quality cum Cost Based Selection (QCBS) Method and

procedures described in this RFP. 5. The RFP includes the following documents:

Section 1 -Letter of Invitation Section 2 -Instructions to Bidders Section 3 -Technical Proposal -Standard Forms Section 4 -Financial Proposal -Standard Forms Section 5 -Terms of Reference Section 6 –Standard Contract Agreement Section 7 -Appendices

A Pre-bid meeting will be held on 19.05.2016 at 11.30AM wherein all issues/clarifications sought by bidders will be discussed and finalized.

6. OMC reserves the right to accept or reject any or all proposals, and to annul the

selection process and reject all proposals at any time prior to the award of contract, without thereby incurring any liability or any obligation in any form to the affected firms on any grounds.

Yours sincerely, Sd/-

AGM (Project), Odisha Mining Corporation Limited

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SECTION – 2: INSTRUCTIONS TO BIDDERS

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1.0 DEFINITIONS (a) “Authority” means Odisha Mining Corporation Ltd. (OMC) (b) “Bidder” means a private or public entity who is interested to provide consultancy

services to the Authority as per the stated terms and conditions in the RFP document. (c) “Corporation” means OMC (the agency with which the selected Bidder signs the

Contract for the Services). (d) “Contract” means the Contract signed by the Parties and all the attached documents

listed in RFP; that is the General Conditions (GC), the Special Conditions (SC) by which the GC may be amended or supplemented, and the Appendices.

(e) “Data Sheet” means such part of the Instructions to Bidders used to reflect specific country and assignment conditions.

(f) “Days” means calendar days. (g) “Government” means the Government of Odisha unless otherwise stated. (h) “Instructions to Bidders (ITB)” (Section 2 of the RFP) means the document which

provides shortlisted Bidders with all information needed to prepare their Proposals. (i) “OMC” means Odisha Mining Corporation Ltd., (j) “MCTA” means Management Consultant cum Transaction Advisor (k) “Personnel” means qualified persons provided by the MCTA and assigned to perform the

Services or any part thereof. (l) “Proposal” means a technical proposal or a financial proposal, or both. (m) “RFP” means this Request for Proposal. (n) “Services” means the work to be performed pursuant to the Contract. (o) “Standard Electronic Means” includes facsimile and email transmissions. (p) “Terms of Reference” (TOR) means the document included in the RFP as Section 5 which

explains the objectives, scope of work, activities, tasks to be performed, respective responsibilities of the Authority and the MCTA, and expected results and deliverables of the assignment.

(q) “GoI” stands for Government of India (r) “GoO” stands for Government of Odisha

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2.0 INTRODUCTON 2.1 This ‘Request For Proposal’ intended to hire services of a Consultant to provide

consultancy services in the field of Management consulting and Transaction Advisory in the mining sector.

2.2 To obtain first-hand information on the assignment, bidders are requested to pay

a visit to some of the mining projects and familiarize with status of existing conditions and related issues or any other matter considered relevant by them prevalent before submitting their proposal. Please note that costs of preparing the proposal and of negotiating the contract, including visits to the Authority and/or mining project sites etc. are not reimbursable by OMC.

2.3 The Bidder shall be deemed to have full knowledge of the role and responsibilities of

the work, whether it inspects them physically or not. 2.4 The Bidder is expected to carefully examine all the instructions, guidelines, terms and

conditions and formats in the RFP. Failure to furnish all necessary information as required by the RFP or submission of a proposal not substantially responsive to all the requirements of the RFP shall be at Bidder’s own risk and may be liable for rejection.

2.5 The proposal and all the associated correspondence shall be written in English and

shall conform to the prescribed format. 2.6 The proposal shall be signed by the Bidder or duly authorized persons to bind the

Bidder to the contract. The letter of authorization shall be indicated by written power of attorney and shall accompany the proposal.

2.7 Only detailed, complete proposals in the formats indicated in this RFP shall be taken

as valid.

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3.0 GENERAL CONDITIONS 3.1 For participation in the bidding process and submitting Proposals, Bidders should be

of one of the following types of entities - private, public or government-owned legal entity, sole proprietorship concern, partnership firm(Regd.),limited liability partnership firm and private and public limited companies.

3.2 The Bidder should submit a notarized Power of Attorney on a stamp paper of Rs. 100/-, authorizing the signatory of the Proposal and to commit the Bidder, along with submission of Proposal. Details of documentation required for various parts of the Proposal are provided in RFP and the formats for Proposal submission (including format for Power of Attorney) is given as part of the Forms at the end of this document

3.3 A Bidder that is under a declaration of ineligibility by Government of Odisha or any

other Government authority or Court of Law in India at the date of submission of the Proposal or during evaluation of Proposals shall be disqualified.

3.4 Proposal Validity

Validity date is 120 days from last date of submission. A proposal valid for a shorter period may be rejected as nonresponsive. During this period, the Bidders shall maintain the availability of experts nominated in the Proposal. The Authority will make its best effort to complete negotiations within this period. In case of need, the Authority may request the Bidders to extend the validity period of their Proposals. Bidders who do not agree have right to refuse to extend the validity of their proposal & under such circumstances, the Employer shall not consider such proposal for further evaluation.

3.5 No current government employee shall be deployed by the selected bidder without

the prior written approval by the appropriate authority. 3.6 Conflict of Interest

OMC requires that the selected bidder provide professional, objective, and impartial advice and at all times hold the Authority’s interests paramount, avoid conflicts with other assignments or their own corporate interests and act without any consideration for future work.

Any bidder shall not be recruited for any assignment that would be in conflict with their prior or current obligations to other Corporations / Entities, or that may place them in a position of not being able to carry out the assignment in the best interest of OMC.

3.7 Fraud and Corruption

OMC requires that the Bidders observe the highest standard of ethics during their procurement and execution of such contracts. In such pursuance of this policy,

(i) Defined, for the purposes of this provision, the terms set forth as follows:

(a) “Corrupt practice” means behaviour on the part of officials in the public or private sectors by which they improperly and unlawfully enrich themselves and/or those close to them, or induce others to do so, by misusing the position in which they are placed, and it includes the offering, giving, receiving, or soliciting of anything of value to influence the action of any such official in the procurement process or in contract execution; and

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(b) “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 borrower, and includes collusive practices among bidders (prior to or after bid submission) designed to establish bid prices at artificial, non-competitive levels and to deprive the borrower of the benefits of free and open competition).

(ii) 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; and

(iii) Will declare a firm ineligible, either indefinitely or for a stated period of time

for awarding any contract if it at any time determines that the firm has engaged in corrupt or fraudulent practices in competing for, or in executing, any contract.

3.8 Cost of RFP Document

The cost of RFP Document of amount Rs. 5,250/- in favour of Odisha Mining Corporation Ltd.” payable at Bhubaneswar shall be in the form of Account Payee Demand Draft from any scheduled commercial bank or nationalized bank. A proposal without the cost of RFP document shall be rejected, as nonresponsive.

3.9 Earnest Money Deposit(EMD)

The EMD for an amount of Rs.5,00,000/- (INR Five Lakh only) is required to be deposited in shape of Demand Draft (DD) drawn in favour of “Odisha Mining Corporation Ltd.” on any Scheduled/Nationalised Bank payable at Bhubaneswar. The EMD of successful bidder will be returned after submission of Performance Security. EMD shall not carry any interest. Bid not accompanied by appropriate EMD will be rejected.

a. EMD of the unsuccessful bidders shall be returned to them at the earliest.

b. The EMD may be forfeited:

(i) If a Bidder withdraws its bid during the period of bid validity.

(ii) If the Successful Bidder fails to sign the Contract within required

timeframe; or furnish a performance security. 3.10 Pre-Proposal Meeting

A Pre-proposal meeting will be held (Address as specified in Clause 14.2 of Section 2, ITB) on the date notified in the Notice Inviting Proposal uploaded on OMC, Bhubaneswar website wherein all issues/clarifications sought by bidders will be discussed and finalized. The deadline for receipt of proposals shall be on the date mentioned in the Notice Inviting Proposal.

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4.0 ELIGIBILITY CRITERIA The Bidders who fulfil the following criteria shall be treated as eligible for this tender. Pre-Qualification Stage For the pre-qualification of any bid, following points must be satisfied before the RFP is further evaluated. 4.1 The bidder shall ensure that the Tender Fee and EMD are in order and have been

submitted before the last date and time as mentioned in the RFP. Bids without the Tender Fee and EMD or on the late receipt of the same, shall summarily be rejected and shall not be considered for further opening and evaluation of the proposals.

4.2 The bidder must ensure that all the relevant documents as asked in the RFP have

been attached jointly/individually including the TECH and FIN forms, declaration of non-blacklisting, Certificate of Incorporation/Registration (Company’s Act or Partnership Act),PAN No., service tax registration, work experience certificates, audited balance sheets, annual turnover, and others as asked in RFP.

4.3 For the ease of bidders, a preliminary checklist for the documents to be enclosed

along with the proposal is attached as Annexure – B in the RFP. 4.4 If any of the document is found missing in the submitted bid, clarification may be sought

from the bidders. However, in case of non-receipt of response to clarifications in time, the bid will be rejected without any further evaluation. However, in case any missing documents make the bid non-responsive, then OMC shall have the right to reject the bid without any further evaluation.

4.5 Qualifying Criteria:

Sl. No.

Basic requirement

Specific requirement Documents required

1 Bidder turnover

The bidder should have a minimum average annual turnover of INR 25 Crore over the last three financial years ( FY 12-13, FY 13-14 and FY 14-15) from Consulting Services

● Extracts from the audited Balance sheet and Profit & Loss Account

OR Certificate from the statutory auditor

2 Technical capability

Bidder should have completed at least 3 projects for Govt. entities in Mining Sector & two projects for private entities having average turn over of not less than Rs. 1000 Crore in the last

● Copies of Work order along with Certificate of client and/or copies of client certificate(s)

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3 years (FY-2012-13,FY 13-14,FY 14-15) during the last ten years. Each project shall not be of duration of less than 3 months and one of the project shall be of ‘Bid Process Advisory’ category. Services in related sectors such as steel, power etc. shall not be considered.

stating completion of the project(s)

3 Legal entity The bidder should be a registered partnership firm registered under the Partnership Act 1932 or a Limited Liability Partnership under the Limited Liability Partnership Act of India, 2008 or a Company registered in India under Indian Companies Act 1956 or 2013. No consortium will be allowed. The bidder must have PAN No and be registered with the Service Tax Authorities and operating for the last Ten years in the Business Consulting /Management sector as of 31st March 2016.

● Certificates of Incorporation

● Memorandum of Association and Articles of Association

● Registration Certificates

● Service Tax Registration PAN No.

4 Blacklisting A self-certified letter by the authorized signatory of the bidder that the bidder has not been blacklisted or disqualified for participating at such RFP by any Central/State Government (Central /State Government and Public Sector) and any Court of Law or under a declaration of ineligibility for corrupt or fraudulent practices as on date of Bid Submission must be submitted on original letter head of the bidder with signature and stamp.

A Self Certified Letter by an Authorized Signatory

5 Authorized representative

from bidder

A power of attorney / Board resolution with due authorization in the name of the person signing the bid.

Original Power of Attorney/ Board

Resolution Copy

6 EMD The bidder should furnish, as part of its proposal, an Earnest Money Deposit (EMD) of INR five lakhs only (INR 5,00,000/-). The EMD should be in the form of DD on any Scheduled / Nationalized Bank in favor of Odisha Mining Corporation Limited, Bhubaneswar , payable at Bhubaneswar

Attach original Bank Draft

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5.0 PREPARATION OF PROPOSAL 5.1 Bidder’s Proposal (the Proposal) will consist of following components

a. Cost of RFP document b. Bid Security (EMD) c. Technical Proposal including details of claim of eligibility criterion laid down in

Notice inviting Proposal and RFP, and d. Financial Proposal

5.2 The Proposal, as well as all related correspondence exchanged by the Bidders and

the Authority, shall be in English. All reports prepared by the appointed MCTA shall also be in English.

5.3 While preparing the proposal, the Bidder must add the Contents Table.

6.0 TECHNICAL PROPOSAL 6.1 The Technical Proposal shall not include any information related to financial

proposal. Technical Proposals containing information related to financial proposal shall be declared non-responsive.

6.2 The proposal shall contain:

a. A brief description of the bidder’s organisation and an outline of recent experience of the Bidder, on assignments of a similar nature. The information which you shall provide on each assignment should indicate, inter-alia, the profiles of the staff provided, duration, contract amount and firm’s involvement. The details of assignments on hand shall also be furnished.

b. A concise, complete, and logical description of approach and methodology as

proposed by the Bidder in compliance to the ToR.

c. The composition of the proposed team, the tasks which shall be assigned to each and their timing,

d. CVs strictly in the prescribed format and recently signed in blue ink on each page

by both the proposed professional staff and the authorized representative of the firm. Key information should include years served with the firm and degree of responsibility held in various assignments. In CV format, at summary, the individual shall declare his/her qualification & total experience (in years) against the requirements specified in TOR for the position.

e. Only one CV may be submitted for each position. Each expert of the preferred

Bidder shall be called for interview at the cost of Bidder, prior to issue of LoI. f. A certification to the effect should be furnished by the Bidder that they have

checked the qualifications and experiences details submitted by the key personnel in their CVs and found to be correct. This certification should be made in CVs of all

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key personnel after the certification by the candidate. The format of CV includes certification to this effect.

g. OMC reserves the right to verify all statements, information, and documents

submitted by the Bidder in response to the RFP. Any such verification or the lack of such verification shall not relieve the Bidder of its obligations or liabilities hereunder nor will it affect any rights of OMC there under.

h. Any comments or suggestions on the ToR and a description of the methodology

(work plan) which the firm proposes to execute the services, illustrated with bar charts of activities.

7.0 FINANCIAL PROPOSAL 7.1 Financial proposal must be submitted by the bidder in the financial cover. 7.2 All information provided in Bidders’ Financial Proposal will be treated as confidential. 7.3 The Financial Proposal is to be submitted in the Price bid Format of this document. 7.4 The rates to be quoted shall be as per the Price Bid Format and it shall include all

costs/expenses and statutory taxes excluding Service Tax. OMC shall pay Service Tax as applicable at prevailing rates on submission of invoices as per rule (4A) of the Service Tax Rule.

7.5 In its financial proposal, the bidders will have to consider the following price components; (a) Price for providing consultancy services (excluding cost of visit of experts) (X) (b) Price for the experts visit to Bhubaneswar / any other place with prior approval of

OMC (Y). (c) The average man-month rate for supply of additional man-power if required by

OMC.

(a) Price for providing consultancy services (X):

The scope of work envisaged in this proposal is basically intended for execution by the selected bidder through supply of man-power having expertise in the respective fields. It is intended that the selected bidder after allotment of work order will depute its senior level & junior level professionals to OMC, Bhubaneswar who will execute the assignments as detailed in the scope of work vide clause no. 1.2 of Sec-5 i.e. “Terms of Reference” of this document, on fulltime basis. These senior level & junior level professionals will work under the guidance of the expert pool of the selected bidder. The experts of different fields of the selected bidder will visit OMC, Bhubaneswar as and when required. It is further intended that the bidding agency will consider the salary of its site professionals (both senior & junior level), their accommodation, establishment expenses, support of its expert pool, profit margin etc. in this price component i.e. “X”. However, for visit of their experts to OMC, Bhubaneswar/any other place, OMC will pay additionally on the basis of man-day rate as at Table-II and fare at economy class air travel / actual train fare. Against this quoted and subsequently negotiated / agreed price i.e. X, 48% of this price will be paid by OMC in 12 no. of equal monthly installments upon submission of invoice with due deduction / adjustment of any other tax / expenses as applicable. The balance 52% will be released at the rate as at Table-A of payment terms (Cl-1.5 of Section-

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5), upon satisfactory completion of the work & acceptance of the same by OMC. (b) Price for the experts visit to Bhubaneswar / any other place with price approval of

OMC (Y): This will be an additional payment to the agency over & above the price for

providing consultancy services as at “A” above & will be released monthly considering the actual no. of days served by the experts of the agency to OMC at its office at Bhubaneswar/any other place as approved by OMC. The actual no. of days will be calculated as the no. of days the expert / experts spend for OMC’s work at Bhubaneswar including traveling time. Fare at economy class Air Travel /actual Train fare shall be borne by OMC separately.

(c ) Average man-month rate for supply of additional man-power/dis-engagement of senior & junior level professionals:

Further it is envisaged that during execution of the work OMC may require additional man-power by the selected bidder, considering the quantum of work. The no. of such additional man power requirement, if need so arises will be mutually agreed by both OMC & the selected bidder. For such deployment OMC will pay additionally as per the agreed rate against Table –III of the price bid format.

Besides in case OMC decides to dis-engage any senior/junior level professionals due to any reason, OMC may do so by giving one month notice. In such a case, the price component towards consultancy services i.e. “X” will be reduced based on the agreed man month rate as at Table-III of the Price Bid.

8.0 SUBMISSION, RECEIPT AND OPENING OF PROPOSALS 8.1 The original Proposal (Cost of RFP Document, Bid Security), Technical and Financial

Proposals) shall contain no interlineations or overwriting, except as necessary to correct errors made by Bidders themselves. Any such corrections, interlineations or overwriting must be initialled by the person(s) who signed the Proposal.

8.2 The bidder or its authorized representative of the Bidder shall initial all pages of the

proposal. The representative’s authorization must be confirmed by a written power of attorney accompanying the proposals.

8.3 All documents in “Original” related to Technical Proposal and Financial proposal are to be

submitted within the due date as specified in this RFP in three separate envelopes as follows: Envelope – 1: Fees towards Tender Fee and EMD Envelope - 2:Cover-I (Technical Proposal) Envelope - 3 :Cover-II (Financial Proposal)

8.4 In Cover-1, all details as asked in this RFP are to be submitted, Copies of all documents in

original is to be submitted as mentioned in this RFP. If any of the document is found missing in the submitted bid, clarification may be sought from the bidders. However, in case of non-receipt of response to clarifications in time, the bid will be rejected without any further evaluation. However, in case any missing

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documents make the bid non-responsive, then OMC shall have the right to reject the bid without any further evaluation.

In Cover-2, the bidder will enclose its Financial Proposal as per the “PRICE BID” format of this document.

9.0 PROPOSAL EVALUATION (a) General

9.1 Any effort by a Bidder to influence the Authority in examination, evaluation, ranking of Proposals or recommendation or award of contract may result in rejection of its Bid.

9.2 A two stage procedure will be adopted in evaluating the proposals.

9.3 A technical evaluation which will be carried out prior to opening of financial proposals

9.4 Cover-1 shall be opened first.

Note: If the RFP Document Cost and Bid Security are not found to be in order, then the proposal shall be treated as non-responsive and shall not be evaluated further.

(b) Evaluation of Technical Proposals

9.5 The eligibility criteria will be first evaluated as defined in Notice of RFP for each bidder. Detailed technical evaluation will be taken up for only those bidders, who meet with the prescribed eligibility criteria as mentioned in the pre-qualification stage in the RFP.

9.6 The Authority’s ‘Tender Committee’ (TC) will be responsible for evaluation and ranking of

Proposals received.

9.7 The TC will evaluate and ranks the Technical Proposals on the basis of Proposal’s responsiveness to the TOR using the evaluation criteria specified in the RFP.

9.8 A Technical Proposal may not be considered for evaluation in any of the following

cases:

(i) The Bidder failed to qualify in the pre-qualification criteria as mentioned in the RFP.

(ii) The Technical Proposal was submitted in the wrong format; or (iii) The Technical Proposal included details of costs of the services; or (iv) The Tender Fee and EMD is not received by the Authority on or before the

Due Date & Time.

9.9 Technical Proposals shall be evaluated on the basis of following pre-identified criteria:

(a) Following Technical criteria that would be considered for selection of preferred bidder:

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Sl. No.

Criteria Score Allocated

1 Consulting Firm’s General Experience and Experience in Similar Assignments

30

2 CV of experts 30 3 Approach and Methodology for proposed Assignment 40 Total 100

Qualifying Marks: 70 out of 100.

(b) The members of the Tender Committee of OMC will carry out the evaluation of proposals on the basis of their responsiveness to the Terms of Reference, applying the evaluation criteria as given in the table below. Each responsive proposal will be given a technical score.

9.10. EVALUATION OF APPROACH AND METHODOLOGY FOR PROPOSED ASSIGNMENT:

The details of the approach, methodology & work plan for performing the assignment has been described at FORM-TECH-3. It is desirable that all the Experts and Senior Level Professionals, proposed to be engaged for this project are available during the presentation to address all the queries of OMC satisfactorily. However, presence of Team Leader, Deputy Team Leader & Finance Expert during the presentation is mandatory.

20 (c) EVALUATION CRITERIA The technical bid shall be evaluated and provided a Technical Score on the following basis: Item No.

Criteria Maximum Score

Score Awarded

Subtotal of item

1 The Consulting Firm’s should have Experience in Similar Assignments

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1.1 During last 10 years , Bidder should have completed at least 3 projects in Mining Sector for Govt. entities & two projects in Mining Sector for private entities having average turnover of not less than Rs. 1000 Crore in the last 3 years (FY-2012-13, FY 13-14, FY 14-15) . Each project shall not be of duration of less than 3 months and one of the project shall be of ‘Bid Process Advisory’ category. (Services in related sectors such as steel ,power etc. shall not be considered)

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1.2 For each additional project completed for Govt. entities in mining sectors of duration more than 3 months in the following fields during last 5 years @ 2.5 marks/project

a. In IT field 5 b. In the field of Coal project 5 c. In preparation of Perspective Plan 5 d. In undertaking costing & pricing 5

2 Qualification & Experience of the man power the bidder proposes to deploy

30

(A) Expert pool 15 (i) Qualification of Experts:

a. Graduation-0.5 mark per Expert b. Post Graduation/professional qualification -1 mark per Expert

5

(ii) Experiences of Experts a. 1mark per Expert having 10 years of experience b. For each additional 3 years of experience 0.2mark will be considered and maximum additional mark per Expert will be 1.

10

(B) Senior level site professional 10 (i) Qualification of Professional:

a. Graduation -0.5 mark per professional

b. Post Graduation/professional

4

21

qualification -1 mark per professional (ii) Experiences of professional

a. 1 mark per professional for 5 years of experience b. For each additional 2 years of experience 0.25 mark will be considered and maximum additional mark per professional will be 0.5.

6

(C) Junior level site professional 5 (i) Qualification of Professional:

a. Graduation -0.25 mark per professional b. Post Graduation/Professional qualification -0.5 mark per professional

2

(ii) Experiences of professional a. 0.5mark/ professional for 2 years of experience b. For additional 1 year of experience or above 0.25 mark will be considered and maximum additional mark / professional will be 0.25.

3

3 Approach and Methodology for proposed Assignment:

40

3.1 Evaluation of written proposal 15 3.2 Quality of Presentation 25

9.11 All bidders will be required to make a presentation in presence of their proposed experts on their Technical Proposal to facilitate the understanding and evaluation of its Technical Proposal. The scope of such presentation shall be limited to information already provided in the Technical Proposal.

9.12 The Authority shall notify the Bidders who have cleared the pre-qualification criteria and would be eligible for opening of their Financial Proposals.

10.0 OPENING AND EVALUATION OF FINANCIAL PROPOSALS 10.1 As per the results obtained in each Technical Proposal, the “Tender Committee”

(TC) will proceed with the technical evaluation report and choose to open the financial proposal of qualified bidders.

10.2 At the opening of Financial Proposals, Bidder’s representatives who choose to

attend will sign an Attendance Sheet. Financial proposal of only those bidders will be opened who qualify and are declared as “Technically qualified”.

10.3 The price bids of the technically qualified bidders will be opened by duly

intimating the date and time of opening of the price bids. The bidders may remain present or depute its authorized representatives to witness the same.

10.4 Method of Evaluation: Quality cum Cost Based Selection.

(a) Bidders submit both technical and financial proposal. The technical

22

proposals are evaluated first. The firm (s) scoring a minimum of 70 points out of a maximum of 100 points on the technical proposal are then stated as “technically qualified”. This is the Minimum Technical Score for qualification of the Technical Proposal. Those securing less than the minimum Technical Score would be rejected and their price bid will be returned without opening. (b)The qualified bidders will be intimated about the opening of the Financial bid. (c) For evaluation of the financial proposal of the agency, all the three price components of the price bid format as at Table-I,II & III will be considered. The quoted price of the agency will be considered as follows: Quoted Price= Price for providing consultancy services (X) +100 x manday rate

at Table-II+20 x (manmonth rate per Senior level professional + manmonth rate for Junior level professional) as at Table-III.

In order to calculate the Financial Score the bidder with the lowest price (Total Cost shall be given 100 points and all other bidders will be marked proportionately. Financial Score= (Lowest offered Price/ Offered Price of the bidder) x 100 (d) Final score for all technically qualified bidders will be computed using the following formula:

80% of Technical Score + 20% of Financial Score = Final Score

The bidder with the highest Final Score (H1) will be considered as the selected bidder. (e) The contract will be initially for a period of one year which may be extended by OMC for an additional period of two years on year to year renewal basis, upon satisfactory performance of the work by the selected bidder & at the sole discretion of OMC. For each subsequent year of extension, escalation of 10% on the rate will be considered for 48% component of the Consultancy rate (“X”) as per the breakup prescribed in this document, per man-day rate & man-month rate of the previous year rate.

Besides in case any work under 52% component of the consultancy fee(X) is not executed by the bidder due to reasons beyond the control of the selected bidder, then the said work if allotted in the next year for execution will be considered at 10% escalation of the previous year rate. However no escalation will be considered for the work component, not completed for reasons solely attributable to the selected bidder.

11.0 CONTRACT NEGOTIATIONS AND AWARD OF CONTRACT 11.1 The Selected Bidder who would be invited for negotiation will, as a pre- requisite for

attendance at the negotiation, confirm availability of all experts named in its proposal except in the cases of absence on account of death or medical incapacity or resignation. Failure in satisfying such requirements may result in the Authority proceeding to initiate the negotiation process with the next eligible bidder. Representatives conducting negotiations on behalf of the Bidder must have written authority to negotiate and conclude the Contract.

11.2 Technical Negotiations: This will include a presentation & discussion of the Technical

Proposal, the proposed technical approach and methodology, work plan and schedule, organization and personnel, and any suggestions made by the Selected Bidder to

23

improve the Terms of Reference (ToR). 12.0 DURATION OF ASSIGNMENT

(a) The duration of assignment shall be initially one (01) year (12 months) termed as Phase I. Upon satisfactory performance in the Phase I the Authority may extend the duration for another year (12 months) termed as Phase II. A further extension of another one year (12 months) may be considered by the Authority to be termed as the Phase III only upon satisfactory completion of Phase II. However, the Authority has the right to terminate the contract before the completion of the duration of any phase subject to the performance of the MCTA.

(b) The Scope of Work for Phase-II & Phase-III would be the works enumerated at Table-B excluding the works at Table-A and hence generally will be of implementation / monitoring /review nature. However, any pending work of Phase-I as at Table-A left uncompleted due to reasons beyond the control of the selected bidder, if needed would be executed by the selected bidder during these phases.

13.0 PERFORMANCE SECURITY

(a) The selected bidder will furnish within 25 days of the issue of Letter of Acceptance (LoA), an irrevocable Bank Guarantee in prescribed format of OMC as at Annexure-A of Section-7, in favour of OMC, payable at Bhubaneswar, from any Nationalized Bank in India having its office at Bhubaneswar for an amount equivalent to 5% (five percent) of the total contract value towards Performance Security valid for a period of six (6) months beyond the stipulated date of completion of services for each Phase. Authority will have the right to invoke the security deposit without assigning any reasons if performance of the successful bidder is not found up to the mark.

(b) The Contract value for the purpose of Performance Security will be the negotiated price for providing consultancy services (excluding visit of Experts) – i.e. ‘X’ only as at Table-I of Price bid.

14.0 MISCELLANEOUS INFORMATION 14.1 Venue of Pre-Bid Meeting : OMC,Bhubaneswar-751001 14.2 Amounts payable by the Authority to the MCTA under the contract shall be subjected

to deduction of applicable taxes, if any. The Authority will pay Service Tax, on prevailing rates as applicable on the consultancy charges. Submission of Service Tax Registration Certificate by the MCTA is mandatory.

14.3 Proposals are to be submitted by hand/Speed Post/Regd. Post/Courier. Bids received

after the scheduled date and time will not be accepted. 14.4 Expected date for opening of Financial Proposals will be notified later. 14.5 Expected date for contract negotiation is to be notified later. 14.6 Expected date for commencement of consulting services: two weeks after issuing

Letter of Award.

24

SECTION – 3: TECHNICAL PROPOSAL

25

FORM TECH - 1 TECHNICAL PROPOSAL [Location, Date] To:

AGM(Project), Odisha Mining Corporation Ltd. Bhubaneswar.

Dear Sir/Madam: We, the undersigned, offer to provide the consulting services for “Management Consultant cum Transaction Advisor” in accordance with your Request for Proposal dated [Insert Date]. We are hereby submitting our Proposal, which includes this Technical Proposal, and a Financial Proposal sealed under a separate cover. We are submitting our Proposal in individual capacity. We hereby declare that all the information and statements made in this Proposal are true and accept that any misinterpretation contained in it may lead to our disqualification. If negotiations are held during the period of validity of the Proposal, i.e., before the date indicated in RFP, we undertake to negotiate on the basis of the proposed personnel. Our Proposal is binding upon us and subject to the modifications resulting from Contract negotiations. We undertake, if our Proposal is accepted, to initiate the consulting services related to the assignment not later than the date indicated (Please indicate date). We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely, Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Firm: Address:

26

FORM TECH - 2 BIDDER’S ORGANIZATION AND EXPERIENCE FORM TECH-2A: MCTA’s Organization [Provide here a brief (maximum 10 pages) description of the background and organization of the MCTA]

Name of consultant: Address of Registered Office of Bidder: Year of Establishment: Contact Person with Contact Details: Annual Turnover* in last three years (in Lakhs) FY 2014-15: FY 2013-14: FY 2012-13: Average Annual Turnover for above three Financial Years: *Audited Statements to be enclosed

Audited Net worth of Agency as on 31.03.2015(Positive/ Negative):

Experience in Similar Assignment: Number of years: Total assignments: Assignment completed in last 10 years:

● Similar Assignments in last 10 years:

Any Award or Felicitation received by your Agency:

Any Other Relevant Details:

27 FORM TECH-2B: Bidder’s Experience (For Full Technical Proposals Only)

Assignment Name : Country:

Location within Country: Site Professional Provided by Your Firm/Entity (Profiles):

Name of Firm/Entity: No. of Site professionals:

Address: No. of Site Professionals-Months: Duration of Assignment:

Start Date Completion Date (Month / Year) (Month / Year)

Value of Services (in Indian Rupee):

Name of Associated Consultants, If Any: No. of Months of Professions; Provided by Associated Consultants:

Name of Senior Staff (Project Director/Coordinator, Team Leader) Involved and Functions Performed: Narrative Description of project: Description of Actual Services * Provided by Your Site Professionals:

* (Completion Certificate from Employer regarding experience should be furnished)

Firm’s Name: Signature of Authorized Representative:

28

FORM TECH - 3 DESCRIPTION OF APPROACH, METHODOLOGY AND WORK PLAN FOR PERFORMING THE ASSIGNMENT a) Approach and Methodology: In this chapter MCTA should explain its understanding of the objectives of the assignment, approach to the services, methodology for carrying out the activities and obtaining the expected output, and the degree of detail of such output. MCTA should highlight the problems being addressed and their importance, and explain the technical approach it would adopt to address those. MCTA should also explain the methodologies MCTA propose to adopt and highlight the compatibility of those methodologies with the proposed approach. b) Work Plan: In this chapter MCTA should propose the main activities of the assignment, their content and duration, phasing and interrelations, milestones (including interim approvals by the Authority), and delivery dates of the reports. The proposed work plan should be consistent with the technical approach and methodology, showing understanding of the TOR and ability to translate them into a feasible working plan. A list of the final documents, including report to be delivered as final output, should be included here. The work plan should be consistent with the Work Schedule. c) Organization and Personnel: In this chapter MCTA should propose the structure and composition of its team. MCTA should list the main disciplines of the assignment, the key expert responsible, and proposed technical and support personnel. The manpower requirement given in the RFP is an indicative minimum requirement. The MCTA should assess the specific and realistic manpower with reference to specific project package and it should be consistent with the proposed Work Schedule.

29

FORM TECH – 4 TEAM COMPOSITION, TASK ASSIGNMENTS

A. Expert Pool:

Sl.No Name of the

Expert Educational Qualification

Area of Expertise

Years of Experience

Task Assigned

CV Details with Signature

1 2 3

B. Site Team: Sl.No Name of the Senior &

Junior level Professionals.

Area of Expertise

Years of Experience

Task Assigned

CV Details with Signature

1 2 3

30

FORM TECH – 5 CURRICULUM VITAE (CV) FOR PROPOSED EXPERTS (Summary of CV: Furnish a summary of the above CV. The information in the summary shall be precise and accurate. The information in the summary will have bearing on the evaluation of the CV) 1 Proposed Position [only one candidate shall be nominated for each position]: 2 Name of Firm [Insert name of firm proposing the expert]: 3 Name of Expert [Insert full name]: 4 Date of Birth: Citizenship: 5 Education [Indicate college/university and other specialized education of expert,

giving names of institutions, degrees obtained, and dates of obtainment]: 6 Membership of Professional Associations: 7 Other Training [Indicate significant training since degrees under 5 -Education were

obtained]: 8 Languages [For each language indicate proficiency: good, fair, or poor in speaking,

reading, and writing]: 9 Employment Record [Starting with present position, list in reversed order, every

employment held. List all positions held by staff member since graduation, giving dates, names of employing organization, title of positions held and location of assignments. For experience period of specific assignment must be clearly mentioned, also give Employer references, where appropriate.]: From [Year]: To [Year]: Employer: Positions held:

10. List all task to be performed under this project and corresponding experience of the expert

11. Certification: I, the undersigned, certify to the best of my knowledge and belief that:

I. This CV correctly describes my qualifications and my experience. II. I am not employed by the Executing /Implementing Agency. III. I am/I am not in regular full-time employment with the MCTA IV. In the absence of medical incapacity, I will undertake this assignment for the duration

provided team mobilization takes place within the validity of this proposal or any agreed extension thereof.

V. I am willing to work on the project and I will be available for entire duration of the project assignment and I will not engage myself in any other assignment during the currency of this assignment on the project

VI. I, the undersigned, certify that to the best of my knowledge and belief, this bio-data correctly describes me my qualification and my experience I am committed to undertake the assignment within the validity of Proposal.

VII. I understand that any wilful misstatement described herein may lead to my disqualification or dismissal, if engaged.

Date: [Days/Month/Year] [Signature of expert or authorized representative of the firm] Full name of authorized representative:

31

SECTION – 4: FINANCIAL PROPOSAL

32

PRICE BID TABLE-I

Price for providing consultancy services(excluding cost of visit of experts)(X) Sl.No

Item Price (Exclusive of Tax)

1 Providing Management Consultancy Services for OMC for assistance in preparing business plan, operational effectiveness and enhancement of revenues through improvement of organisational efficiency, superior Corporate Governance and effective outsourcing as per the Scope of Work of this document. (excluding cost of visit of experts)

Total(X)

● 48% of “X” to be paid in 12 no. of equal monthly installment i.e. 4% of X per installment .

● 52% of “X” towards documents as at Table-A. TABLE-II

Price for the experts’ visit to OMC,Bhubaneswar/any other place with approval of OMC(Y) Sl.No Item Per Manday

Rate Price for 100 Mandays (exclusive of Tax)

(A) (B) ( C ) (D)=100 X C

1 Towards visit of experts to OMC, Bhubaneswar/any other place with approval of OMC

Total(Y)

● Man-days will be calculated as number of days the expert spends for OMC’s work including travel time.

● Fare at economy class Air Travel /actual Train fare shall be borne by OMC separately.

TABLE-III (Average Man Month Rate for supply of Additional Man Power/Disengagement of Senior

level & Junior level professionals at OMC, Bhubaneswar) Sl.No. Category

(a) Average Man month rate ( b)

Price for 20 Man-month ( c)= (b) x 20

1 Professionals for on site with 5 years experience as at 1.4(B) of Sec-5.

2 Junior level professionals for on site with 2 years experience as at 1.4(B)of Sec-5

Total (Signature of Authorized Signatory with Seal)

33

SECTION – 5: TERMS OF REFERENCE

34

1.1. INTRODUCTION The Odisha Mining Corporation Ltd.(OMC), a “Gold Category PSU” of Odisha is engaged in the development of mineral resources including scientific exploration, commercial exploitation and viable trading of minerals to facilitate development of mineral based industries. It is a leading producer of Chrome Ore in India. The Corporation is primarily engaged in iron and Chrome ore mining over the years, and now contemplating to enter into mining of Bauxite & Coal. OMC has adopted SAP software, an ERP tool, since 2004 to streamline its business processes, bring synergy in functional activities across the organization, handle numerous business locations and expanding volumes. It also helps in bringing greater transparency in financial transactions and effective monitoring and financial control enabling the organization to take informed and timely decisions. For successfully implementing the ERP package, OMC was awarded with the Golden Peacock Award in 2006-07 by the Institute of Directors, New Delhi. OMC has a focused approach towards developing the mining sector in the State. The corporation’s constant endeavour is to enhance the value realization from mining of other minerals as well. In spite of having large deposits of different ores, the potential has not been fully exploited due to different challenges.

In order to realize the full potential of the State’s mineral resources, OMC desires the assistance of a reputed consulting agency to act as “Management Consultant Cum Transaction Advisor” in the following areas:

a. Contract Management b. Cost Allocation c. Sales & Marketing d. Pricing Strategy e. Perspective Plan 2025. f. IT Assistance g. Coal Project h. Corporate Tax planning

The consulting firm will be required to provide Management consultancy Services to OMC at Bhubaneswar manned by dedicated Key Personnel having requisite experience and expertise. In addition to full time experts available at Bhubaneswar, the MCTA shall ensure effective back office support to MCTA’s team by senior level experts (Expert Pool) for successful implementation of the work assigned to the MCTA’s team. The MCTA’s team shall be stationed at Bhubaneswar and work directly under OMC. 1.2 Scope of Work The detailed Scope of Work of the MCTA is as follows: A. Contract Management Development of a model bid document for OMC in respect of Excavation/Ore raising contract. The following activities may be taken up in the process:

a. Review of the existing model bid documents and agreements of OMC. b. Undertaking comparative study of OMC tenders with the tenders of other

PSU’s in the sector c. Analysing the reasons for poor response to the tenders issued by OMC d. Carrying out consultation meetings with various stake-holders and vendors

35 e. Review of the present methodology and development of an improved

methodology for estimation of departmental production cost for different contracts . f. Preparation of departmental cost as per the improved methodology for each tender.

B. Cost Allocation a. Review the present accounting and cost allocation methodology of OMC and

develop a revised framework of cost allocation in consultation with OMC. b. Assist OMC in calculation of cost of production for various minerals as per

revised methodology C. Sales and Marketing

Review the present marketing & sales policy of OMC for iron ore, chrome ore & chrome concentrate and develop a revised policy as per the current market requirement. The following activities may be taken up in the process:

i. SWOT analysis ii. Consultation meetings with customers.

iii. Carrying out Market Intelligence/ Outreach activities D. Pricing Strategy

a. Developing a price discovery mechanism with reference to the practice followed at minimum three no. of Central and State PSUs, for iron ore, chrome ore & chrome concentrate produced by OMC, for fixing an effective floor price for e-auction purpose.

b. Analysis of outcome of e-auction based on the recommended floor price. E. Perspective Plan 2025 a.Preparation of a Perspective Plan for OMC till 2025 including i. Review of current Operational, Organizational and Financial Status of OMC. ii. Analysis of Strength, weaknesses, opportunities and threats of the company’s policies, practices and operations.

Iii. Identification of business development opportunities for OMC, covering business diversification, expansion, value addition etc.

Iv. Preparation of Medium term Plan for 2020 and Long term Plan for 2025. b. Assist OMC in implementation and monitoring of the above Plan.

F. IT System a. Develop a strategy for extensive use of IT systems and other technological

interventions towards improving the organizational productivity and efficiencies.

b. Development of modules for execution of IT strategy and managing the entire process from Concept to Go-Live and Post-Implementation management.

G. Coal Project Allotment of Baitarani West Coal Block to OMC is expected shortly for commercial

mining of Coal. OMC intends the consultant to carry out the following activities in respect of the said Coal Block. a. Preparation of Techno economic feasibility report, covering the followings:

i. Structuring of Project based on different possible outsourcing models like BOT/EPC etc.

ii. Viability of undertaking the project based on different models of outsourcing iii. Financial Appraisal including Capital Investment, payback period, buyback

period etc.

36

b. Preparation of commercial bid, techno economical evaluation, assistance in negotiation, commercial recommendation etc. for selection of MDO.

c. Necessary guidance/assistance to OMC during implementation of Project to avoid time & cost over-run. For execution of the above activities, the Geological Report & Approved Mining Plan of the coal block will be provided by OMC.

H. Tax Planning a. Preparation of a document on effective tax planning measures related to

Direct Taxes in order to reduce huge direct tax burden of OMC. b. Necessary guidance/assistance to OMC during its implementation.

1.3 Project Deliverables: The project deliverables alongwith the time line will be as at

Table-B below. Table-B

A Monthly Report To be submitted every month giving details of the

various activities carried by the MCTA

B Model Bid Documents

a. Development of a model bid document. Within 3 months of the start of MCTA assignment.

b. Review of contracts. As and when required. C Cost Estimation Methodology for tender

purpose

a. Development of cost Estimation methodology Within 3 months of the start of MCTA assignment. b. Preparation of departmental costing for each tender

As and when required.

D Cost Allocation Framework

a.Development of Cost Allocation Framework Within 3 months of the start of MCTA assignment b.Calculation of cost of production As and when required.

E Marketing and Sales Policy Within 3 months of the start of MCTA assignment

F Price Discovery Mechanism

a. Development of price discovery mechanism for iron ore, chrome ore & chrome concentrate

Within 3 months of the start of MCTA assignment.

b. Analysis of outcome of e-auction based on the recommended floor price

As and when required.

G Perspective Plan

a. Development of Perspective Plan 2025 Within 6 months of the start of MCTA assignment. b. Assist OMC in implementation and monitoring of the perspective plan

As and when required.

H IT System

a. Development of IT strategy & modules for execution.

Within 3 months of the start of MCTA assignment.

b. Assist OMC in implementation of modules As and when required. I Coal project

a. Preparation of Techno Economic Feasibility Study

Within 3 months of the start of MCTA assignment or as per schedule of allotment agreement.

37

b. Preparation of commercial bid, selection of MDO

Within 9 months of the start of MCTA assignment or as per schedule of allotment agreement.

c. Guidance/assistance during implementation of Coal project

As and when required.

J Tax planning

a. Preparation of a document on effective tax planning measures related to Direct Taxes in order to reduce huge direct tax burden of OMC.

Within 3 months of the start of MCTA assignment.

b. Assist OMC in implementation As and when required.

1.4 PERSONNEL TO BE DEPLOYED FOR THE ASSIGNMENT

A. Consultant Team Composition (Expert Pool) Sl.No. Expert Personnel Particulars

1 Mining Expert (Team Leader)

Should have at-least 10 years of relevant experience Should be a Mining Engineer Should have experience in mining activities of core minerals such as Iron ore/ chrome ore/ Bauxite & coal, project management, commercial assessment, tender documents

2 Mining Expert (Coal)

Should have at-least 10 years of relevant experience Should be a Mining Engineer Should have experience in management, commercial assessment& preparation of tender documents for Coal projects.

3 Finance Expert Should have at-least 10 years of relevant experience Should be a CA Should have experience of Project Analysis and Evaluation, financial due diligence Management, Control and standard accounting practices such as GAAP/Corporate Tax Planning etc.

4 Procurement Expert

Should have at-least 10 years of relevant experience Should be a Chartered Accountant/Cost Accountant/MBA Should have experience of preparing effective commercial contracts and their execution, market assessment, planning and strategy.

5 IT Expert Should have at-least 10 years of relevant experience Should be a graduate Engineer in Computer Science. (Post graduate from an organization of All India repute, preferably with Post Graduation in business management qualification.) Should have experience in ERP/SAP.

B. Consultant Team Composition for deployment at OMC, Bhubaneswar(on

site)

Sl.No Category Particulars

1. Mining Professional (Deputy Team Leader)

Should have at least 5 years of relevant experience Should be Mining Engineer Should have experience in mining activities of core minerals such as Iron ore, chrome ore & coal, project management, commercial

38

(full time) assessment, tender documents

2. Finance Professional (Full time)

Should have at least 5 years of relevant experience Should be a CA. Should have experience of project evaluation, financial due diligence and management and standard accounting practices/Corporate Tax Planning etc.

3. Procurement Professional (Full time)

Should have at least 5 years of relevant experience Should be a CA/ICWAI/MBA Should have experience of commercial contracts, market assessment, planning and strategy

4. IT Professional (Full time)

Should have at least 5 years of relevant experience Should be a graduate Engineer in Computer Science. Should have experience in ERP/SAP.

5 Junior level professionals of above four category

Should have 2 years experience in their respective field. Qualification and experience same as above.

Note: (i) No member of the MCTA should be above the age of 65 years. (ii) The MCTA must depute the required Experts for satisfactory execution of work as per the

decision of OMC. (iii) The MCTA with prior written approval of OMC may engage sufficient number of support

persons as necessary over and above the specialists as stated in the table above who will assist in data collection, analysis, report preparation for on time submission and approval of the Authority.

(iv) The MCTA with prior written of OMC is also allowed to engage sub-consultants for delivery of the above scope of work but the Authority will make no extra payments in lieu of the same and the MCTA would be held responsible for the quality and timeliness of the output.

(v) Three out of the above five Experts(inclusive of team leader) must be in the permanent roll of the MCTA.

(vi) Any additional activity (including visit of Experts), beyond the above activities, which OMC will intend to execute through the MCTA, will be executed by the MCTA at an additional price and any other terms & conditions, which will be mutually agreed upon by both OMC and the MCTA. However, the value of the additional work shall be limited to maximum 10% of the awarded work value.

1.5 PAYMENT TERMS

A. 48% of the contract price (excluding the cost towards visit of experts)(Table-I of price bid) plus Service Tax will be paid in 12 no. of equal monthly installment .

B. 52% of the contract price (excluding the cost towards site visit of experts) (Table-I of price bid) plus Service Tax will be paid for completion and acceptance of different documents as per the following break up at Table-A.

TABLE-A

Sl. No

Description of the documents Percentage of total contract price

1 Development of a model bid document. 6%

2 Development of cost Estimation methodology

2%

3 Cost Allocation Framework 2%

39 4 Preparation of Marketing and Sales Policy 6%

5 Development of price discovery mechanism 2% 6 Preparation of Perspective Plan 2025 10% 7 Development of IT strategy & modules. 4% 8 Preparation of Techno Economic Feasibility

Report for Coal Project 10%

9 Preparation of commercial bid document & selection of MDO

8%

10 Tax planning 2% Total 52% C. The bidder will have to consider 100 mandays for the visit of its experts to Bhubaneswar The bidder has to quote separately as per Table-II of price bid of this document. D. Towards the visit of experts to OMC, Bhubaneswar/any other place, actual Train

fare/economic class Air fare will be paid over and above the contract price subject to prior approval of OMC to this tour.

E. The bidder will also quote the average man-month rate of its professionals to take care of any additional requirement at site during actual execution of work. Accordingly the bidder is advised to quote the manmonth rate as at Table-III of Price Bid.

1.6 Payment Schedule : ( A) In considerations of its services defined above in section 1.2, the selected MCTA shall be paid on monthly basis as per the following mode of payment.

MODE OF PAYMENT (i) The selected bidder will have to submit the Draft Report and make necessary

presentation, which will be commented upon by the Authority. The selected bidder will have to prepare and submit the final report based on the comments of OMC. Payment towards preparation of documents will be made after acceptance of the documents by OMC.

(ii) The agency will be paid on monthly basis at the following rate: (a) Fixed rate = 4% of ‘X’as at Table-I of Price Bid plus service tax. (b) Towards visit of experts= (No. of man days used in the month x per manday rate as at Table-II of Price Bid) + cost of travel + service tax ( c ) Towards submission of documents:- As per Table-A.

(d) Towards additional deployment of manpower: As at Table-III of Price Bid. TDS towards Income Tax will be made from the bills as per applicable rates. However, TDS certificate for the same will be issued by OMC. The payment will be made through RTGS/NEFT. The bidder will submit Bank details before release of payment.

( B) The above fixed rate , per manday rate and rate for additional deployment of manpower shall be escalated @ 10% p.a. subject to extension of contract period by the authority.

(C)The Authority expects the experts to be available during the entire duration of the Contract. The Authority will consider substitution of the Specialists only in extraordinary / unavoidable circumstances and with penal deduction @ 5% of total Monthly fixed rate against each instance of substitution of a Specialist with a maximum of 20% deduction. Such substitution shall ordinarily be subject to equally or better qualified and experienced personnel being provided to the satisfaction of the Authority and the MCTA shall not be allowed to propose more than 3 Specialists substitutions in a year.

40

SECTION – 6: STANDARD CONTRACT

AGREEMENT

41 6.1 General Terms & Conditions 6.1.1 Indemnity

It is the prime responsibility of the MCTA to meet all the statutory compliances/obligations of payments for their man power or subcontractors deployed. However if OMC sustains any loss due to improper performance of it’s manpower or sub-contractor, the bidder will indemnify Odisha Mining Corporation Ltd. of all legal obligations of its manpower or sub-contractor deployed at site.

6.1.2 Providing Services / Support

a. The successful bidder’s personnel shall be used for providing work / services as specified by Authority in the tender or the contract agreement. In case any personnel of the successful bidder is found engaged in doing any work other than the above or found not capable / useful, the successful bidder shall withdraw him/her from service and arrange for replacement immediately within 15 day’s time at their own cost.

b. The successful bidder shall be responsible for any physical damage to equipments, property and third party liabilities caused by acts on part of its deployed manpower at the premises of Authority. All equipment shall be used only for the purpose of carrying out legitimate business of Employer organization and shall not be put into any other use.

c. The manpower deployed by the successful bidder shall maintain office decorum. They shall be courteous, polite and cooperative and able to resolve the users’ problems. The successful bidder shall verify the character antecedents before deploying any person at Authority.

d. Authority reserves the right to deduct amount from the Bank Guarantee as may be considered reasonable for unsatisfactory services or delay in providing of services. The decision of Authority will be final in this regard.

e. Medical or any other allowances to the sub-consultants / manpower deployed will not be borne by Authority. It will be the responsibility of the successful bidder.

f. For the manpower deployed, the successful bidder shall keep with them, their present and permanent address with contact details, educational and technical qualification details, specimen signature, and two passport size photographs and furnish these details/information to Authority, as and when required.

g. The manpower deployed will be entitled to the Gazetted holidays of this state Govt. and 12 days of leave on annual basis. Any other leave will be treated as un-paid and incase of absence from the duty, the payable remuneration will be appropriated accordingly.

6.2 Penalties for Non-Performance 6.2.1 Penalties

In case of delay in completion of services, a penalty equal to 0.05% of the contract price per day subject to a maximum 10% of the contract value will be imposed and

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shall be recovered from payments due. However in case of delay due to reasons beyond the control of the MCTA, suitable extension of time may be granted.

6.2.2 Termination of Contract

The contract can be terminated by written notice of 30 days from either side. However, during the currency of contract, all parties shall discharge their due obligations.

6.2.3 Termination by Employer:

The contract may be terminated, by the Employer under any or all of following situations:-

If the performance of the engaged agency is found to be non-satisfactory and fall below expectation.

If the engaged agency resorts to unfair practices. Provides false information consciously. Fails to meet targets as agreed mutually or as per agreed bar chart of

activities. If the Employer, in its sole discretion and for any reason whatsoever, decides

to terminate this Contract. If the MCTA fail to comply with any final decision reached as a result of

arbitration proceedings If the MCTA become insolvent or bankrupt, go into liquidation etc. MCTA not abiding to the code of conduct.

The MCTA will be given a warning in writing, and asked to improve performance. If performance is not improved within 30 days, the employer may terminate the contract after serving a 30 days written notice for termination of contract.

6.2.4 Termination of Contract by the MCTA:

The MCTA may, by not less than thirty (30) days written notice to the

Employer, such notice to be given after the occurrence of any of the events specified in paragraphs (a) through(d) below, terminate this Contract:

a) if the Authority fails to pay any money due to the MCTA pursuant to this

Contract and not subject to dispute within forty-five (45) days after receiving written notice from the MCTA that such payment is overdue;

b) if the Authority is in material breach of its obligations pursuant to this

Contract and has not remedied the same within forty-five (45) days (or such longer period as the MCTA may have subsequently approved in

43 Writing) following the receipt by the Authority of the MCTA’s notice specifying such breach;

c) if, as the result of Force Majeure, the MCTA is unable to perform a material

portion of the Services for a period of not less than sixty (60) days; or

d) if the Authority fails to comply with any final decision reached as a result of arbitral award.

6.2.5 Cessation of Rights and Obligations

Upon termination of this Contract pursuant or upon expiration of this Contract, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued on the date of termination or expiration, (ii) the obligation of confidentiality, (iii) the MCTA’s obligation to permit inspection, copying and auditing of their accounts and records and (iv) any right which a Party may have under the Applicable Law

6.2.6 Cessation of Services

Upon termination of this Contract by notice of either Party to the other, the MCTAs shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Services to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose to a minimum.

6.2.7 Payment upon Termination:

Upon termination of this Contract, the Employer shall make the following payments to the MCTA (after offsetting against these payments any amount that may be due from the MCTA to the Employer): i. remuneration for Services satisfactorily performed prior to the effective date

of termination ;and ii. reimbursable expenditures for expenditures actually incurred prior to the

effective date of termination. 6.3 Settlement of Disputes 6.3.1 Amicable Settlement

The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or the interpretation thereof.

6.3.2 Dispute Settlement

In case the dispute is not resolved amicably, the matter shall be settled by the

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arbitrator under the Arbitration and Conciliation Act, 1996 and its decision would be final and binding on both the parties. The Arbitration and Conciliation Act, 1996 and the rules made thereunder and any statutory modification or re-enactments thereof, shall apply to the arbitration proceedings. The venue of the arbitration shall be Bhubaneswar, Odisha. Pending the submission of and/or decision on a dispute, difference or claim or until the arbitral award is published; the MCTA shall continue to perform all its obligations under Agreement without prejudice of final adjustment in accordance with such award.

6.3.3 The sole arbitrator shall be nominated by the aggrieved party from out of a panel of 3 persons who shall ordinarily be retired High Court Judges selected by the Chairman, OMC Ltd..

6.3.4 Legal Jurisdiction

Any legal dispute arising out of the Consultancy Agreement shall be settled at the

Court of Law located at Bhubaneswar, Odisha. 6.3.5 Governing Law

This Contract shall be governed by and construed in accordance with the laws of India. Neither Authority nor the MCTA shall have the right to transfer or assign their responsibilities resulting from this Contract.

6.4 Other Terms and Condition ● The successful bidder shall not, without Authority’s prior written consent, disclose the

Contract, or any provision thereof, or any specification, plan, sample of information furnished by or on behalf of OMC in connection therewith, to any person other than a person employed by the successful bidder in the Performance of the Contract. Disclosure to any such employed person shall be made in confidence and shall extend only as far as may be necessary for purposes of such performance.

● Authority may by written notice sent to the successful bidder, terminate the work order and/or the Contract, in whole or in part at any time of its convenience. The notice of termination shall specify that termination is for Authority’s convenience, the extent to which performance of work under the work order and /or the contract is terminated, and the date upon which such termination becomes effective. Authority reserves the right to cancel the remaining part and pay to the selected bidder an agreed amount for partially completed Services.

● In the event of the bidder’s company or the concerned division of the company is taken over / bought over by another company, all the obligations under the agreement with Authority, should be passed on for compliance by the new company new division in the negotiation for their transfer.

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SECTION – 7: ANNEXURES

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1. ANNEXURE – A: PERFORMANCE SECURITY FORM

PROFORMA FOR BANK GUARANTEE

DATE :

BANK GUARANTEE

Name of Bank: To The Odisha Mining Corporation Limited, Bhubaneswar Dear Sir, Guarantee No. ………………………… Amount of Guarantee Rs . . . ……….. . /-(Rupees…… ….)only. Guarantee cover from………….….. to . . . . .. . . Guarantee remain full force ………….….. .. . . . . .. . . Last date for lodgment of claim : . . . . . … (Two months from date of expiry). This Deed of guarantee executed by (Bank Name) ..…………………………, constituted under the Banking companies (Acquisition & Transfer of Undertaking) Act…………… having its registered office at ……………………………. and amongst other places, a branch at . . . . . . . . . (hereinafter referred to as the bank) in favour of the Odisha Mining Corporation Ltd., Bhubaneswar (hereinafter referred to as OMC, the beneficiary . ) for an amount not exceeding Rs . …………… . . /- (Rupees . . . . . ……… . . . . . .) only at the request of M/s. . . . . . . . ………………… . . . . (hereafter referred to as the agency). This guarantee is issued subject to the condition that the liability of the bank under this guarantee is limited to maximum of Rs . . …………. . . ./- (Rupees………… . …………. . . .. . . .) only and the guarantee shall remain in full force from ………….. to . . …….. .. . (date of expiry) with further claim period of two months and cannot be invoked otherwise than by a written demand or claim under this guarantee served on the bank on or before ……………(last date of lodgment of claim) by the OMC, Bhubaneswar in writing.

For (Bank) Seal Branch Manager Branch

SUBJECT TO AS AFORESAID (Main guarantee matter may be typed hereafter)

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BG No :………………… Date:………………………..

Amount:………………….…

Valid period from ………. to ………… Claim period up to………………………

BANK GUARNTEE

The Odisha Mining Corporation Ltd BBSR ( herein after called as the OMC ) has agreed to accept from M/s ………………………………………………….. at ………………………………PO ……………………. PS …………………………District…………………………,State……………,( herein after called as Agency ) a bank guarantee for Rs. ……………………… ( Rupees ……………………………………… )only for the period from ……………….to………………. with a further claim period of two months & the last date of lodgment of claim within ……………….towards EMD/SD/ISD/Performance Guarantee/Guarantee against advance payment in connection with …………………………….Work/Contract/PO/Tender no & date. We ………………………….(Bank)…………………….branch, do hereby undertake to indemnify and keep indemnified “OMC.” to the extent of Rs ………….. (Rupees………………………………………………... only) for the period from ………….. to …………. with the last date of lodgment of claim within ………….. We ………………………….. (Bank)…………..branch, further agree that if a demand is made by the OMC, have no right to decline to cash the same for any reason whatsoever . The fact that there is a dispute between the said Agency and the OMC is no ground for us to decline to honour invocation the Bank guarantee and such invocation is a sufficient reason for the OMC to enforce the bank guarantee unconditionally without any reference to the said Agency, within 48 hours excluding holidays. We………………………(Name of the Bank & Branch)…………………………branch, further agree that a mere demand by the OMC is sufficient for us ………….............(Bank Name),……………… branch, to pay the amount covered by the bank guarantee without reference to the said Agency and any protest by the said Agency cannot be valid ground for us,…………………Bank………….. Branch, to decline payment to the OMC. We ……………………………………the bank, undertake to pay to the OMC any money so demanded notwithstanding any dispute or disputes raised by the said agency in any suit or proceedings pending before any court or tribunal relating thereto as our liability under this present being absolute and unequivocal. If notice of demand is served on the Bank and for this purpose it shall be deemed sufficient if such notice is served on our branch at …………,Bhubaneswar, by the OMC before the last date of lodgment of claim under this guarantee, then not withstanding anything to the contrary herein contained, the liability of the Bank under this guarantee shall be enforceable as due to us.

48 BG No :………………… Date:……………………….. Amount:………………….…

Valid period from ………. to …………

Claim period…………………………… We ……………………………..the bank further agree that the OMC shall have fullest liberty, without our consent and without affecting in any manner our obligation hereunder to vary any of the terms and conditions of the agreement/work order/contract / order etc or to extend time of performance by the said agency from time to time or to postpone for any time or from time to time any of the powers exercisable by the OMC against the said agency and to forbear or enforce any of the terms and conditions relating to the order and shall not be relieved from our liability by reason of any such variation or extension being granted to the said Agency or for any forbearance, act or omission on the part of the OMC or any indulgence by the OMC to the said agency. We ………………………… (Name of the Bank & specify branch Name)………………………………. branch, lastly undertake not to revoke this guarantee during its currency except with the previous consent of the OMC . in writing. Notwithstanding anything contained herein above: 1. All claims under this guarantee must be presented to …………….………………(name

of the bank )……………………………….(Branch), Bhubaneswar (Odisha) . 2. Our liability under this Bank Guarantee shall not exceed Rs. ……………(Rupees

………………………………………)only. 3. This guarantee will not get discharged due to change in the constitution in the bank

or the said agency. 4. This Bank Guarantee shall remain valid upto………….. (date of expiry) with

additional claim period of two months and claim under this guarantee can be served on or before …………… (last date of lodgment of claim).

5. We are liable to pay the guaranteed amount or any part thereof under this Bank

Guarantee only and only if OMC . serves a written claim or demand on the bank on or before ……………. (last date of for lodgment of claim.)

6. We declare that this Bank Guarantee is not tainted with fraud and is furnished in the written request of the Agency.

Signature: Name: Address: For & on behalf of

(Seal)

Signed and delivered this on ………………..

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2. ANNEXURE – B: CHECKLIST

Preliminary Checklist for Bidders for Pre-Qualification Criteria

A. All the forms as mentioned in the table below have to be submitted by the bidder himself in order to qualify in pre-qualification criteria.

S.No. Check Box Document

1. Tender Fee (As asked in RFP)

2. Earnest Money Deposit Fee (As asked in RFP)

3. Certificate of Incorporation/registration (As asked in RFP)

4. Declaration of not being blacklisted

5. Audited Balance Sheet for last 3 years (As asked in RFP)

6. Audited Profit Loss Statement for last 3 years(As asked in RFP)

7. Annual Turnover Certificate (As asked in RFP)

8. All Technical Forms (Form TECH1 to TECH5, including work experience

8a FORM TECH 1

8b FORM TECH 2

TECH 2A

TECH 2B

8c FORM TECH 3

8d FORM TECH 4

8e FORM TECH 5

9. PRICE BID(TABLE-I,II & III)

10. Service Tax Registration

11. PAN Card copy

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ANNEXURE – C : POWER OF ATTORNEY FOR AUTHORIZED SIGNATORY

Know all men by these presents, We_______________ (name of the firm and address of the registered office) do hereby irrevocably constitute, nominate, appoint and authorize Mr/ Ms (name), ____________ son/daughter/wife of ____________ and presently residing at ___________, holding the position of ___________________], as our true and lawful attorney (hereinafter referred to as the “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 Proposals[s] for providing Management Consultancy and Transaction Advisory support to Odisha Mining Corporation Limited (OMC), including but not limited to signing and submission of all applications, Proposals and other documents and writings, participate in Pre-Applications and other conferences and providing information/ responses to OMC, representing us in all matters before OMC, signing and execution of all Agreements and undertakings consequent to acceptance of our Proposal, and generally dealing with OMC in all matters in connection with or relating to or arising out of our Proposal for the said tender and/ or upon award thereof to us and/or till the entering into Agreements with OMC.

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things lawfully done or caused to be done by our said 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 Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us.

IN WITNESS WHEREOF WE, __________________, THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ____ DAY OF ________, 20__

FOR_______________________

(SIGNATURE)

(NAME, TITLE, ADDRESS)

WITNESS:

1. 2.

(ACCEPTED)

(SIGNATURE)

(NAME, TITLE, ADDRESS OF THE ATTORNEY)

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[NOTARIZED]

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

(b) Also, wherever required, the Applicant should submit for verification the extract of the charter documents and 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.

(c) 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.