The Odisha State Cooperative Milk Producers Federation Ltd. D …omfed.com/tenders2017/RFP for UHT Plant0612.pdf · 3 RFP FOR ESTABLISHMENT & OPERATION UHT PLANT ON PRIVATE COOPERATIVE

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www.omfed.com

The Odisha State Cooperative Milk Producers’ Federation Ltd.

D-2, SAHID NAGAR, BHUBANESWAR-751 007. Ph No- 2546030/2540273/2540417,

Email – [email protected], [email protected]

REQUEST FOR PROPOSAL

FOR ESTABLISHMENT OF UHT PROCESSING PLANT AND ASEPTIC PACKAGING UNIT ON

PRIVATE COOPERATIVE PARTNERSHIP MODE

Request For Proposal (RFP) are invited from the eligible Entrepreneurs or Companies who

are interested to establish and operate a "Self Sustainable UHT Processing and Aseptic

Packaging Unit for Dairy Milk" in Private Cooperative Partnership mode at Cattle feed

Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by

OMFED in the district of Khurda / Cuttack of Odisha.

In case of eligible Entrepreneurs or Companies having their own land in the district of Khurda / Cuttack and interested to establish such UHT plant may also submit separate proposal in separate sealed envelope subscribing the site of the plant i.e. UHT plant on OMFED land and UHT plant on Own land. EMD & Paper cost as stipulated in the document should be submitted separately for each of the above proposal. Pre-Bid Meeting: A Pre-Bid meeting is scheduled to be held on 14.12.2017 at 11.30 A.M. at Conference Hall, OMFED, Corporate Office, Bhubaneswar. The RFP document & Terms of Reference (ToR) may be downloaded from www.omfed.com from 07.12.2017 onwards till 28.12.2017. Filled in RFP document should reach OMFED, Corporate Office, D-2, Sahid Nagar, Bhubaneswar-751007, with a non-refundable demand draft of Rs.10,000/- + 12% GST towards the cost of the RFP document in favour of OMFED, payable at Bhubaneswar. RFP submission Due Date: Till 5:00 PM on 29.12.2017. OMFED reserves the right to reject any or all Bid/Proposal received without assigning any reasons whatsoever. The corrigendum/amendment to this notice if required shall be published only in the OMFED web site www.omfed.com and will not be published again in news paper.

Managing Director OMFED

http://www.omfed/

mailto:[email protected]

http://www.omfed.com/

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RFP FOR ESTABLISHMENT & OPERATION UHT PLANT ON PRIVATE COOPERATIVE PARTNERSHIP MODE

Contents

DISCLAIMER..............................................................................................................3

ABBREVIATIONS……………………………………………………………………….….4

SCHEDULE OF BIDDING PROCESS…………………………………………………...4

TERMS OF REFERENCE …......................................................................................5

BIDDING PROCEDURE ...........................................................................................16

CHECK LIST..............................................................................................................23

ANNEXURE 1 ............................................................................................................24

ANNEXURE 2 ............................................................................................................26

ANNEXURE 3 ............................................................................................................27

ANNEXURE 4 ............................................................................................................28

ANNEXURE 5 ............................................................................................................29

DRAFT AGREEMENT……………………………………………………………………..33

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RFP FOR ESTABLISHMENT & OPERATION UHT PLANT ON PRIVATE COOPERATIVE PARTNERSHIP MODE

DISCLAIMER

1. Though adequate care has been taken in the preparation of this Request For Proposal

Document (RFP document), the Bidder should satisfy themselves that the Document is

complete in all respects.

2. Neither OMFED nor its employees make any representation or warranty as to the

accuracy, reliability or completeness of the information in this RFP document. Each

prospective Bidder should conduct their own investigations and analysis and check the

accuracy, reliability and completeness of the information in this RFP document and obtain

independent advice from appropriate source before submission of this RFP document.

3. Neither OMFED nor their employees will have any liability to any prospective Bidder or any

other person under the law of contract, for any loss, expense or damage which may arise

from or be incurred or suffered in connection with anything contained in this RFP document.

4. OMFED reserves the right, without any obligation or liability, to accept or reject any or all of

the RFPs, at any stage of the process, to cancel or modify the process, or any part thereof, or

to vary any of the terms and conditions, at any time, without assigning any reason

whatsoever.

5. OMFED reserves the right to modify or amend or add to any or all of the provisions of this

RFP document or cancel the present Invitation and call for fresh Invitations.

6. Neither OMFED nor their employees will have any liability in case of non-receipt of any

correspondence from them to the bidders due to the postal delays.

7. The applicable laws for the purpose are the laws of India. Courts of Bhubaneswar will have

jurisdiction concerning or arising out of this RFP document.

8. The Pre-Bid Meeting being conducted by OMFED is to disseminate information about the

project and exchange ideas; and is not a pre-qualification for participating in the bid.

9. The bidders are expected to know the relevant Rules and Regulations of the respective

local authorities concerning the site and building-byelaws and City Development Plan.

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ABBREVIATIONS 1. BPR – Brief Project Report

2. COD- Commercial Operation Day

3. GoI - Government of India

4. GoO- Government of Odisha

5. OMFED- The Odisha State Cooperative Milk Producers’ Federation Ltd.

6. CPP –Cooperative Private Partnership

7. QA – Quality Assurance

8. RFP - Request for Proposal

9. RFP -Expression of Interest

10. SOP - Standard Operating Procedure

11. TOR – Terms of Reference

SCHEDULE OF BIDDING PROCESS

The indicative timetable for development of this project is as follows:

Activity Scheduled Date

Publication of RFP 07.12.2017

Due date for RFP document submission Till 5:00 PM on 29.12. 2017

Pre-Bid meet 11.30 AM on 14.12. 2017

Venue: Conference Hall

OMFED, Corporate Office, D-2,

Sahid Nagar, Bhubaneswar-751007

NOTE : All queries & question pertaining to the project and the bidding process shall be

submitted to OMFED prior to or during the scheduled pre-bid meeting in writing. No further

queries shall be entertained after the pre-bid meeting.

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TERMS OF REFERENCE 1. PREAMBLE

The Odisha State Coop. Milk Producers’ Federation Ltd; shortly known as “OMFED, an Apex Coop. Body registered under the Orissa Coop. Societies Act, 1962 is interested to set up an “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit” in the premises of its Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by OMFED in the district of Khurda / Cuttack of Odisha under Coop. Private Partnership, for disposal of surplus milk collected from the farmer members of its affiliated Dist. Milk Unions, particularly Cuttack Dist Milk Union & production of Milk & Milk Products having long shelf life on royalty basis.

1.1 The Objectives and the modus-operandi for the implementation of the envisaged “Concept” has been discussed in the ensuing sections.

2. OBJECTIVES :

For effective and optimum utilization of the Raw Milk available in Odisha State.

To decipher the Processes, Technologies and the Results of Research & Development amongst the Farmers and Milk Producers.

Value Addition for Milk and Milk Products at the grass root level. To ensure Synergy between various limbs of the Government, Semi-

Government and Public Enterprises to achieve a common goal of Employment Generation, Industrial & Socio-Economic Development and Public Welfare.

3. PARTNERS:

OMFED Ltd., D-2, Sahid Nagar, Bhubaneswar-[Odisha] 751007. The Cuttack District Co-operative Milk Producers’ Union Limited, “Manjushree

Building”, at Mahanadi Vihar, Post: Naya Bazaar, Cuttack (Odisha) 753 004. A Firm /Company as “Private Partner” to be selected by the OMFED through

a Structured Procedure. 4. TRI-PARTY Agreement: 4.1 A Tripartite Agreement will be executed between the Odisha Milk Federation

Limited (OMFED), the Cuttack District Co-operative Milk Producers’ Union Limited and the Private Partner known as First Party, Second Party and Third Party respectively for implementation of the above Concept Plan.

5. LAND

5.1 Land admeasuring about Ac. 2.00 inside Cattle feed Plant, Radhadamodarpur, District. Cuttack or equivalent piece of land at any other location in the district of Khurda or Cuttack shall be made available to the Private Partner by the First Party for setting up the above Plant subject to payment of Ground Rent, Cess & Incidental charges in advance annually as per the Govt. Rules or decision taken to that effect by the “Monitoring Management Committee” to be constituted by OMFED Ltd. for the day-to-day operation of Plant after the selection of Private Partner.

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5.2 If OMFED fails to provide land to the Private partner, for the proposed Plant then

the Private Partner shall have to arrange a suitable land at his own cost after necessary inspection of the location of the site by the “Monitoring Management Committee”.

6.0 COOPERATIVE PRVATE PARTNERSHIP MODE:

The proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit for Manufacture of Milk and Milk Products” in Cattle feed Plant, Radhadamodarpur, District. Cuttack or any other suitable nearby location in and around Cuttack district, will be established under PRIVATE PARTNERSHIP. The Private Partner will be selected by OMFED Ltd. through “Request For Proposal Process”.

7. COMMENCEMENT & VALIDITY OF THE AGREEMENT

7.1 The Agreement shall commence from date of its execution and remain valid for a period of 15 years from the Commercial Operation Day {COD} if land is provided by OMFED which shall be 33 year if the land is arranged by the Private partner.

7.2 The COD of the facility proposed to be created by the Third Party shall be within 12

(Twelve) Months (excluding Rainy Season) w.e.f. the date of handing over of physical possession of Land identified/earmarked for the proposed Project jointly by the Parties. The Third Party shall communicate to the First Party in writing about the COD.

7.3 The Agreement can be renewed for a further term, as may be agreed between the

Parties; Six Months before the expiry of the period mentioned in Para-7.1 above subject to mutually agreed terms and conditions.

8. SUPPLY & PURCHASE OF PRODUCTS 8.1 The Third Party shall Process Raw Chilled Milk and also shall treat it in UHT Plant,

Pack under the Brand of First Party in the different Flavours, Colours and supplies the same to the First Party in Pack Sizes as may be required by the First Party from time to time subject to the limitation of the manufacturing facilities.

8.2 The Second Party shall supply at the instance of First Party the required input i.e. Raw

Chilled Milk of pre-determined Quality & Specifications to the Third Party well in time. 8.3 The Third Party shall procure process, pack and market as per the Design, Brand,

Pack Size & MRP etc. 8.4 The Third Party is expected to establish a Milk Processing & UHT Plant having an

Installed Capacity of 50,000 Liter per Day of the Products Processed & Packed including all variants of Products. The Installed Capacity can be enhanced up to 1.00 Lakh Liter per Day by mutual consent of all Parties depending upon the requirements.

8.5 The Second Party shall source approximately 12.50 Lakh Liter per Month (average

50,000 Liter per Day for 25 Days per month) of Raw Chilled Milk of pre-determined Quality & Specifications. The Third Party shall process, pack & supply / market.

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9. PRODUCTION SCHEDULES, QUALITY CHECKS & DISPATCH PLANS 9.1 The First Party shall provide a Monthly Process Plan to the Third Party based on the

requirement of the Products. Such estimated Process Plan shall be used by the Second Party to plan its Production Schedules and make necessary arrangements to meet the requirement of the First Party.

9.2 Raw Material if required should be supplied by the First Party (as per Standard Operating Practice (SOP)) to the Third Party. The Processing of Raw Chilled Milk in UHT Plant would be subjected to the confirmation of the Quality & Specifications of the Raw Chilled Milk to the pre-decided and mutually agreed standards & norms.

9.3 The Third Party would maintain 05 days Incubation Period for UHT Packs. Initially packed products shall be kept in the Plastic Crates. After incubation period of 05 days, the Packaged Milk would be checked by the Quality Assurance (QA) Team appointed/deputed by First Party and the cleared Packs shall be stacked in Cartoon Boxes by the Third Party for dispatch.

9.4 The Third Party shall be responsible for any rejections made by the First Party‘s QA Team, due to process default or any Process/Packing Operations related issues and in such circumstances the Third Party shall bear the cost of Raw Chilled Milk which shall be recovered by the First Party from the Bills of Third Party.

9.5 The QA Team of the First Party shall validate the Process and provide the Finish Goods Clearance as per the norms fixed. The decision of the First Party‘s QA Team regarding the Quality of the Finished Goods will be final. No marketing of finished goods can take place without the clearance from the QA team of the First Party.

9.6 The Third Party’s Analytical Laboratory shall be fully equipped for the necessary testing facilities of UHT Milk & UHT Flavored Milk and the First Party‘s QA Team shall be allowed to use the “Lab.” for Testing and validation of the test reports of the Third Party. The First Party may at his discretion use the testing facilities of its own for validation of Test Reports.

9.7 The Second Party shall develop required infrastructure, if not existing; at designated Milk Chilling Centers in its operational area nearby to UHT Plant of the Third Party for testing & maintaining the Quality of Raw Milk. The Third Party shall train Man Power of Second Party to carry out all necessary Chemical and Micro Biological testing as per the SOP.

9.8 The Third Party shall adhere to the Provisions of FSSAI and other statutory norms. All the Parties shall make necessary application to FSSAI for processing and packing of UHT Milk & UHT Flavored Milk for the First Party at Third Party’s facility as per the FSSAI Norms.

9.9 The samples shall be tested as per prescribed SOP and the Third Party shall keep the samples as prescribed by the First Party.

10. MANUFACTURE PROCESS & PACKING OF PRODUCTS

10.1 The Third Party shall ensure that the Products if required to the First Party are of High

Quality, free from impurity of any kind whatsoever and confirms to the standards defined under the FSSAI Act, 2006/ Rules/ Regulations - 2011 or as may be amended from time-to-time, falling which the Third Party shall be responsible for all legal consequences thereof.

10.2 The Third Party shall check the Fat, SNF, Total Solids, Protein, Bacteriological Quality

and all Parameters as defined in the FSSAI Standards for each and every batch of all variants of Products manufactured by them under this Agreement and shall maintain updated records for Analysis and Bacteriological Quality on the regular basis.

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10.3 The Third Party would ensure that the Analysis and Bacteriological Record for each and every batch shall be kept in safe custody for a minimum period of 1 year and shall be provided to the First Party as and when so required.

DEVELOPMENT OF INFRASTRUCTURE

11.1 If the First Party shall provide to the Third Party a piece of Land measuring about 2 Acre for the Third Party to set-up an Integrated Milk Processing Plant clubbed with UHT Plant on Long Term Lease for 15 Years & thereafter up to subsisting of Agreement in the event of extension. The Third Party shall pay Ground Rent, Cess & Incidental charges in advance annually as per the Govt. Rules or decision taken to that effect by the “Monitoring Management Committee” to be constituted by OMFED Ltd. for the day-to-day operation of Plant after the selection of Private Partner.

11.2 In case of the Termination of this Agreement, under the condition(s) as prescribed at

Agreement; or the Non-Renewal of Agreement at its expiry; the First Party will permit the Third Party to continue & operate the Plant set up on the land of the First for a period of 16 Years beyong the Agreement period. Under such circumstances, the Third Party shall be liable to compensate to First Party, on yearly basis; an amount decided towards the use of Land as per the Prevailing Revenue Rent Rates of District.

11.3 The Site Development, Internal Roads, Boundary, Water Supply System, Power

Supply System, Construction of Buildings & Industrial Sheds, the Plant & Machinery, Equipments, electrical substation and all other relevant Infrastructure required for the Composite Dairy Plant clubbed with UHT Plant including facility for disposal of wastes shall be arranged, established, maintained and managed by the Third Party.

11.4 The First Party or Second party shall not take any kind of liability for anything

whatsoever w.r.t. the Development of Infrastructure.

12. WARRANTIES & OBILIGATIONS BY THE FIRST PARTY

12.1 The First Party through the Second Party shall provide Raw Chilled Milk as per prevailing parameter for Processing, Manufacturing & Packing of “Products” by the Third Party.

12.2 The First Party shall place a full time QA Team with the Second Party to ensure Quality &

Quantity of Raw Material to eliminate/avoid any Pre & Post Processing issues & non-conformity with respect to Quality & Standards w.r.t. Safe Handling, Hygiene, Norms, Parameters, Packaging, Weight, Size, Storage, Losses occurred etc. during Processing.

12.3 The First Party shall have the right to randomly get examined/ tested the samples in its

own Lab or any other National Accreditation Board for Testing & Calibration for Laboratories (NABL) and/or FSSAI accredited Laboratory for assuring the pre-defined quality of “Products” for the desired specification as mutually agreed upon between the Parties.

12.4 The First Party shall promptly but not later than 07 days communicate to the Third Party of

any discrepancies in the agreed quality or quantity of “Products” and may ask for rectification in the next lot of “Products”.

12.5 The First Party may consider utilizing the Services of Third Party for the Backward and/or

Forward Integration of its Process.

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13. WARRANTIES & OBILIGATIONS BY THE SECOND PARTY

13.1. The Second Party shall make its best endeavor to supply Raw Chilled Milk as per the committed quality and quantity to the Third Party in time on regular basis only at the instances of the First Party.

13.2 The Second Party shall realize the cost of Raw Chilled Milk supplied to the Third Party

from the First Party against submission of bill along with the acknowledgement of such supplies obtained from Third party.

13.3 The Second Party is liable to receive back Raw Chilled Milk supplied to the Third Party if it

fails to meet the Standard Specification as required by them under intimation to the First party.

13.4 The Second Party shall not have any direct business transaction with Third party other

than matters indicated herein without express consent of the First Party.

14. WARRANTIES & OBILIGATIONS BY THE THIRD PARTY

14.1 Third Party shall be responsible for supply of “Products” of predefined Quality and ensure timely delivery of “Products” as per supply order. However, the Third Party shall not be held responsible for failure of supply of “Products” in a situation beyond its control not attributable to its negligence i.e. Intermittent Failure of Plant & Machinery, Interruption in Power Supply and Natural Calamities etc.

14.2 Third Party shall ensure that the Raw Material and Packaging Material, as also the

Products shall be manufactured/Processed, Stored and Packed in a Safe, Hygienic and Sanitary Environment in accordance with Good Manufacturing Practices (GMP).

14.3 The Third Party shall ensure the compliance of Schedule 4 & related schedules of Food

Safety and Standards Regulations - 2011.

14.4 The Third Party shall be manufacturing the Products as per specification of the First Party with due compliance of the provisions of the Food Safety and Standard Act- 2006, Rules- 2011 & Regulations- 2011 and/or any other Law applicable from time to time including the Legal Metrology Act -2009, Rules- 2011 & relevant environmental laws.

14.5 The Third Party shall be manufacturing and arranging storage of the Products in

conformity with the Specifications and the Quality Standards, Warranty and other requirements under the provisions of the Food and Safety Standard Act - 2006, Rules- 2011 & Regulations- 2011 as amended from time to time and Rules framed there under and/or any other Law for time being in force and applicable for the Product and to the facility.

14.6 The Third Party shall make arrangement of Equipments and Production Capacity at its

facility to Manufacture/Process the Products as per the specifications and to fulfill requirements of the First Party.

14.7 The Third Party shall obtain and maintain in force all Permits, Consents, statutory

Approvals as required under the law of land, Sanctions, Licenses and No Objection Certificates etc. that may be required under any Law, Rules and Regulations for the time being in force and amendments from time-to-time; which are necessary for carrying out its obligations under this Agreement along with insurance coverage of men, materials, Building, Plant & machinery against standard perils.

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14.8 The Third Party shall ensure to take full responsibility for any damages in case of occurrence of any such event without inflict of irreparable damage to the Name, Fame, Credential, Reputation and/or Legal Obligation of the First Party.

14.9 The Third Party shall, at all times, conduct its business in accordance with the applicable Statutes, Regulations, Notification etc. issued by the Government, FSSAI, Hazards Analysis and Critical Control Point (HACCP) or any other Statutory Regulations, in vogue and be liable for any such breach or non-compliance of the provisions of the Statutes, Regulations etc. and under no circumstances First Party shall be liable for any such breach or non-compliance by Third Party.

14.10 The Design & Printing Specifications of Packing Material shall be developed by Third

Party in consultation with First Party. The Packing Material shall contain mark “Processed, Packed & Marketed by Third Party.

14.11 Third Party shall ensure the requisite Quality Standards & Quantity of “Products” before

dispatch from the Project Premises. The Third Party shall not shoulder any responsibility w.r.t. the Quality Standards & Quantity of “Products” post dispatch occurrences after its “Expiry Date”. However, degradation of Quality & Quantity due to faulty processing UHT process, the Third party shall be liable for consequences both in Civil & Criminal.

14.12 The Third Party shall be solely responsible for degradation of Quality or Quantity of the

“Products” Processed, Packed & marketed by the Third Party or supplied as per Orders of the First Party except improper Transportation, Mishandling, Improper Staking and/or Improper Storage/Ware Housing at any point of time till the “Expiry Date” in the custody of the First Party.

14.13 The Third Party shall at all time make necessary arrangement to strengthen the Raw Milk

Collection System by way of adopting an effective “Backward Integration Plan” elaborately essentially comprising of Capacity Building of the Milk Producers in the Raw Milk Catchment Area, Imparting Technical & Animal Health Care Knowledge for enhancement of Milk Productivity, Development of Effective Collection Mechanism and Creating Awareness for Animal Husbandry & Rearing.

14.14 The Third Party shall at all times ensure subsisting of the arrangement as per the

agreement and not enter in to understanding with any other Party marketing Milk and Milk Products in the State of Odisha.

14.15 The Third party be solely liable for any debts and liabilities of its own and not seek any

guarantee from other parties in any manner.

15. PACKAGING MATERIAL & PACKING

15.1 Subject to the terms and conditions of the Agreement, the Third Party shall pack the products in accordance with the Packaging Instructions of First Party.

15.2 Packaging Materials its Designs, Specifications shall be developed by the Third Party and shall be modify from time to time in consultation with First Party in conformity and amendments in legal metrology/packing act & regulations. All Packaging Material shall contain mark “Packed & Processed by Third Party & Marketed by” OMFED.

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16. STORAGE & DELIVERY OF PRODUCTS

16.1 The Third Party shall plan for delivery of Products. 16.2 The Third Party shall be making its own arrangement of staff at its Cost, arrange

periodical delivery of the requisite quantities of the Products at the Dispatch Point. 16.3 Loading & Unloading arrangements at the Project Site/delivery point shall be made by

the Third Party unless otherwise specified in the Supply order. 16.4 The Third Party shall store Finished Products and Packing Materials at its project site

in Covered Area, in Safe, Hygienic and Sanitary conditions. 17. MARKETING

17.1 The Processed Ultra Heat Treated Milk & value added Milk Products shall be

marketed by Third Party by developing exclusive Channel of distribution independent of existing distribution channel of First Party and through the Existing Distribution Channel of First Party as well in all districts of Odisha.

17.2 The Third Party shall also act as a C&F Agent/Super Stockiest/Distributor/Product

Channelizing Agency for OMFED for transaction of Processed Milk, Ultra Heat Treated Milk and all the Milk Products of OMFED in the Private Market as well as in the Government Sponsored Schemes e.g. Mid Day Meal, ICDS Schemes etc. within the state and in the neighboring state.

17.3 The First Party holds the Rights of marketing of the Processed and Ultra Heat Treated

Milk & Value Added Milk Products of its own, after paying the charges toward processing, packaging, sugar, flavour, secondary packaging, transportation etc. to Third Party; through its existing distribution channel & also through its new market avenues identified & developed for the purpose in Govt., Public and Private Sector.

18 PRICE AND PAYMENT TERMS

18.1 In case, during the Processing/after the Processing within Shelf Life; any complaint arrives in

the entire batch, the Milk Curdles or Puffing takes place then the cost of Raw Chilled Milk will be remitted to the First Party by Third Party.

18.2 In case of Curdling or Puffing, the First Party is free to pick the lot to reprocess by first party if

after expiry period.

19. INSPECTION AND DEFECTS IN PRODUCTS

19.1 It is agreed and understood by the Third Party that the First Party’s

Officials/Representatives/Authorized Persons will have right to inspect/audit the Project Premises at any time especially the Departments of Manufacturing, Production, Packing, Dispatch, Warehouse and Water/Air Pollution Control/ Treatment Plant etc. during validity of this Agreement from time to time with consent of Third Party.

19.2 The First Party shall have the right to reject any of the Product/Material in process partly or wholly which are/is of sub-standard, defective or not conforming to the specifications/requirements of the First Party/FSSAI and or in violation of FSSAI & Legal Metrology Act/Rules as amended from time-to-time. However, maintaining the quality of Product as per norms shall be the responsibility of the Third Party.

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20. TRADEMARK & BRAND NAMES

20.1 The Third Party shall ensure that the Trademarks and Designs and all rights and interests attached thereto which shall at all time vest with the First Party.

20.2 The Third Party shall not acquire or claim (whether during the pendency of this

Agreement or even thereafter) any title in and to the Trademarks adverse to the First Party by virtue of the rights hereby granted to the Third Party or through use by the Third Party of the Trademarks and Designs pursuant hereto, it being the intention of the Parties hereto that all use of the Trademarks and Designs by and shall at all times insure to the benefit of the First Party and that all title and property in the Trademarks and Designs shall continue at all times to vest solely and absolutely in the First Party.

20.3 The Third Party does not acquire any rights whatsoever in the Intellectual Property by

virtue of the transactions contemplated hereunder or otherwise.

21 CONFIDENTIAL INFORMATION

21.1 The Third Party shall keep secret and confidential all Information, Data, Recipes, Specifications, Designs, Shapes, Technical Know How or Manufacturing Formula of the Products and Packaging Materials and or any Confidential Information received from the First Party under the Agreement; shall not, directly or indirectly, disclose, divulge, communicate or reveal to any Third Party/Person/Individuals/ Companies/Institutions etc. at any cost either during the pendency of this Agreement or at any time thereafter unless so authorized in writing by the First Party.

21.2 The Provisions of this clauses shall not apply to Confidential Information if the same is

or comes within the Public Domain or was in the possession of the Party prior to its disclosure under the AGREEMENT and such Party can so prove or is independently developed by the Party and such Party can so prove or is received by the Party from another source without restriction on disclosure.

22. EMPLOYEES OF THE THIRD PARTY

22.1 The Third Party shall be solely and wholly responsible for the employment of its

personnel & workers required for execution and operation of the Plant and discharging of its obligations towards them w.r.t. Payment of Wages, Salary, Welfare, safety including all amenities and benefits as per Statutory requirements as applicable.

22.2 It is expressly agreed between the Parties that any Statutory Liability arising out of

Employment, Non-employment (including accidents) and Non-payment of Statutory Benefits to its Workers will be to the account of the Third Party.

22.3 That the Third Party shall ensure the compliance of all applicable

Laws/Rules/Regulations/Circulars/Notifications/Ordinances/Guidelines etc. issued by the different Departments of State/Central Governments from time to time under Food Laws or any other Enactments required for the execution of this Agreement. Any loss or damages caused due to non compliance, the Third Party shall take all responsibility.

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23. REPRESENTATION & WARRANTIES

Each Party represents and warrants to the other that:

23.1 It has full Power and Authority to enter into and to discharge its responsibilities under the Agreement.

23.2 The making and performance of the Agreement does not violate any applicable Law or

violate any other Agreement/Agreement to which it is a Party.

23.3 The First Party has not entered or shall not enter into any similar arrangement with any other Manufacturer and/or Supplier, without mutual written consent with Third Party for “Products” during the entire period of this Agreement.

23.4 In case of increase in demand for supply of “Products” and the Third Party fails to

supply such Quantity & Quality due to limitations of “Facilities”, the First Party shall advise the Third Party to enhance its Installed Capacity within a stipulated Time Frame, which would be not less than 6 Months; to meet the increased Demand. However, on denial/inability to enhance the Installed Capacity by Third Party the First Party will be at liberty to enter into any similar arrangement/Agreement or Binding Contract with other for establishment of another Project. In the event of enhancement of Installed Capacity by the Third Party the Minimum Supply Guarantee of Raw Chilled Milk by Second Party in the instance of First Party to Third Party will be increased on “pro-rata”.

23.5 In case Third Party fails to deliver the requisite Processing & Packing Work in the

desired time the First Party reserves the rights to get the Product processed elsewhere after service of Notice not less than a period of 3 months. If Third Party fails to improve/enhance its capacity within period specified the said notice, which in no case shall be less than 60 days or refuses to do so then the First Party reserves the rights for entering the Agreement for the exceeding capacity only.

24. MONITORING MANAGEMENT COMMITTEE.

24.1 A Committee shall be formed by the Parties for Day-to-Day Management of the “Project” and “Facilities” and evaluation & recommendations for fixing, revision, variation etc. of Prices, addition/deletion of Products, improvement in Packaging Size, Design etc.

24.2 The Members of the Committee – titled “Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” shall be as under: i Representative of First Party - Member ii Representative of Second Party - Member iii Representative of Third Party - Member Secretary

24.3 The Meeting of the “Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” shall be convened at least on quarterly basis by the Member Secretary.

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25. MODUS OPERANDI: 25.1 Selection of the Private Partner.

25.2 Execution of Agreement by the Three Partners. 25.3 Initiation of the individual activities in synergy. 25.4 Implementation of the Concept. 25.5 Establishment of the “Integrated Milk Processing Plant clubbed with UHT and Aseptic

Filling Unit for Manufacture of Milk and Milk Products” in the premises of Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by OMFED in the district of Khurda / Cuttack of Odisha as agreed upon or decided by the parties under Coop. Private Partnership Mode by the Third Party.

25.6 Exploration of any additional Forward & Backward Integration Opportunities with OMFED and the Cuttack District Co-operative Milk Producers’ Union limited.

26 METHODOLOGY:

26.1 The “ Monitoring Management Committee” would meet at least once in three months or

as deemed necessary by the Members of the Committee at a pre-decided place for Price Review, exchange of Thoughts, Researches, Technologies, Resources, possibilities of Entrepreneurial Intervention etc.

26.2 An Integrated and Concentrative Approach would be derived for the successful implementation of the Concept Plan so as to achieve the envisaged Objectives.

27. LEGAL LIABILITIES

27.1 The fulfillment of all kinds of Legal & Statutory Conditions and/or Requirements w.r.t. Labour

Laws, Industrial Safety, Provident Funds, Factory Law, Income Tax, Central Sales Tax, Commercial Tax, Excise Duties, Entry Tax, GST, Insurance, Interest on Term Loan & Working Capital, Repayment of Term Loan and any other such Laws and Regulations governing an Industrial Unit would be the sole responsibility of the Private Partner (Third Party).

27.2 The overall Security of the Entire Premises inclusive of all the Fixed Assets, Immovable Properties, Movable Properties and the Protection of the Secrecy of the Documents, Processes etc. would also be the responsibility of the Private Partner.

28. FORCE MAJEURE / CANCELLATION OF RFP

28.1 OMFED Ltd. reserves the rights to cancel the entire process of the Concept or any part thereof before signing of the Agreement.

28.2 OMFED Ltd. reserves the right to accept/reject any or all the RFP without specifying any

reason, thereof. OMFED Ltd. may relax any of the Conditions and the Terms of References of the RFP.

28.3 For the interpretation of the Conditions of the envisaged Concept Plan, the decision of OMFED Ltd. will be final and binding on all concern.

15

29. BRIEF PROJECT REPORT

29.1 A Brief Project Report (BPR) for the proposed “Integrated Milk Processing Plant clubbed with

UHT and Aseptic Filling Unit for manufacturing of Milk and Milk Products” would be prepared by the prospective Bidder, as per the Terms specified in the Term of Reference (ToR).

29.2 The BPR, inter-alia; is expected to elaborate the Installed Capacity, Product Mix, Annual

Sales Realization (presuming Purchase of Raw Milk from OMFED and Marketing by the Bidder), Annual Cost of Raw Material, Annual Cost of Additives & Sugar, Requirement of Utilities (i.e. Power, Water, Fuel & Steam), List & Cost of Plant & Machinery and the Name & Addresses of Identified Manufacturers with the facilities After Sales Services in India, Details of Buildings & Cost thereof, Cost of Processing and Cost of Production, Estimated Profitability, Marketing Plans etc.

29.3 The preference would be given to the Bidder who has opted for the Indigenous Plant &

Machinery Manufacturer or such a Manufacturer who has already installed similar Machinery in a Milk Processing Plant of a State/Government/Semi-Government/Co-operative Owned entity. However, the Bidder proposing to import Plant & Machinery may be accepted excepting that of “ Peoples’ Republic of China” which would not be entertained at all and the Bid will summarily be rejected.

29.4 The BPR should primarily indicate Parameters/Details, as illustrated in Table below:

S.

No

Particular Price of Processing /

Manufacturing Rs./Unit

1 Processing/Pasteurization/Standardization

of Raw Chilled Milk in Bulk Container

2 Cost of raw material

a SMP

b WMP

3 Packing Film for UHT Milk in 1000 ml Pouch

4 Packing Film for UHT Milk in 500 ml. Pouch

5 Processing for UHT Milk in 1000 ml Pouch


7 Price of Sugar @10%

8 Nature Identical Flavor, Colour and Stabilizer Charges

9 Cartoon 5 Ply 100 GSM for 10 Lit Packing

10 Presumed Cost of Raw Milk

30. THE PURPOSE OF RFP

30.1 The Purpose of the RFP is for the Selection of an Entrepreneur or an Applicant Private

Partner for Establishment & Operation (E&O) of the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit for Manufacturing of Milk and Milk Products” at Cattle Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by OMFED in the district of Khurda / Cuttack of Odisha.

16

BIDDING PROCEDURE

PREPARATION AND SUBMISSION OF RFP

1.1 Language The RFP and all related correspondence and documents should be written in the English

language. Supporting documents and printed literature furnished by the Bidder with the RFP

may be in any other language provided that they are accompanied by appropriate

translation/s of the pertinent passages in English language. Supporting materials, which are

not translated into English, may not be considered. For the purpose of interpretation and

evaluation of the RFP, the English language translation shall prevail.It should be noted that

any document in foreign language, not accompanied by an English version and duly

authenticated, will be liable for rejection.

1.2 Correspondence / Enquiries All correspondence / enquiries should be submitted to the following in writing by fax /post / courier:

2. Instruction to the Applicant (Private Partner)

2.1 The Procedure for Submission of RFP

2.1.1 The Request For Proposal (RFP) is to be submitted in two separate sealed

Envelopes – One each for the Technical Proposal (Annexure- 1,3,4,5 & BPR) &

Financial Proposal (Annexure- 2) both put together in another sealed Envelope

super scribed at the top as the Request For Proposal (RFP)for Establishment &

Operation (E&O) of the proposed “Integrated Milk Processing Plant clubbed

with UHT and Aseptic Filling Unit for Manufacture of Milk and Milk Products”

at Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable

place to be provided by OMFED in the district of Khurda / Cuttack of Odisha.

All the Three Envelopes shall have to be addressed to the Managing Director,

Odisha State Cooperative Milk Producers’ Federation Ltd. (OMFED), D-2, Sahid

Nagar, Bhubaneswar-[Odisha] 751007. If the said procedure is not followed the

RFP is liable to be rejected.

In case of eligible Entrepreneurs or Companies having their own land in the district of Khurda / Cuttack and interested to establish such UHT plant may also submit separate proposal in separate sealed envelope subscribing the site of the plant i.e. UHT plant on OMFED land and UHT plant on Own land.

2.1.2 The Name of the Proposal (Annexure- 1,3,4,5 & BPR) the Technical Proposal on

the first Envelope, the Financial Proposal (Annexure- 2) on the second Envelope

and the RFP for Establishment & Operation (E&O) of the proposed “Integrated

Milk Processing Plant clubbed with UHT and Aseptic Filling Unit for Manufacture of

Milk and Milk Products” at Cattle feed Plant, Radhadamodarpur, District.

Cuttack or any suitable place to be provided by OMFED in the district of

Khurda / Cuttack of Odisha on the Third Envelope, in which the First & Second

Envelopes are to be put), the Notification No. of the Invitation of RFP, Date & Time

of Opening of the RFP and the Name & Address of the Applicant must be scribed

on all the Envelopes.

17

2.1.3 In no circumstances the Rates should be quoted in the Technical Proposal. In case

the same is found in Technical Proposal the submitted RFP is liable for rejection.

2.1.4 The Applicant must sign every page of the Technical & Financial Proposal.

2.1.5 There should not be any over-writing on the Format of the Technical & Financial

Proposals and the Cutting must be duly attested with the signature of the

Applicant.

2.1.6 The Person or Persons signing the Documents w.r.t. the RFP shall state / discuss

in which capacity he or she or they are signing the same e.g. Partners of the

Partnership Firm or the Managing Director/Director of a Company. In case of the

Partnership Firm the names of all the Partners should be recorded in the Technical

& Financial Proposals and the same should be signed by all the Partners or their

duly constituted Attorney having authority to bind all the Partners in all matters

pertaining to the RFP as recorded in the Power of Attorney or in the Partnership

Deed. The Copy of the Partnership Deed should be attached. In case of the

Private or Public Limited Company the Technical & Financial Proposals shall be

signed by a Person empowered to do so by the Company. The Copy of the

Certificate of Incorporation, Article of Association & Memorandum of Association

w.r.t. the Company, the letter authorizing the Person signing the RFP documents

and/or the Power of Attorney should be attached.

2.1.7 In case of a Person signing the Documents pertaining to RFP on behalf of another

Person or on behalf of a Firm or a Company shall enclose with the Technical

Proposal the Power of Attorney or deed duly executed in his favour or the

Partnership Deed giving him such power showing that, he has the authority to bind

such other Person(s) or the Firm, as the case may be; in all matters pertaining to

the RFP. The Power of Attorney should be signed by the Managing

Director/Director who by his signature can bind the Company; as the case may be.

2.2 The RFP Format & Documents

2.2 Any amendment in the ToR will be duly notified through OMFED Website only.

2.3 Both – the Technical & Financial Proposals shall have to be submitted in the

separate prescribed Formats only as appended at the end of Annexure-1,2,3, 4&5.

2.4 The Date of Submission

2.4.1 The Last date for submission of RFP will be 29.12.2017 up to 5.00 P.M. at the

Office of OMFED situated at D-2, Sahid Nagar, Bhubaneswar [Odisha] – 751 007.

2.4.2 The proposals received after the specified date and time shall not be considered

and shall be returned unopened.

2.4.3 The Proposals once submitted will not at all be allowed for any kind of

modification/addition/alteration etc.

2.4.4 The Telegraphic/Telex/E-mail RFP shall not be accepted.

18

2.4.5 The Bidder (Person/Firm/Company) will have to pay a sum of Rs. 2.00 Lakh

(Rupees Two Lakh only) towards the Earnest Money Deposit (EMD) along with the

RFP by Demand Draft in favour of Managing Director Odisha State Cooperative

Milk Producers’ Federation Ltd. (OMFED) drawn on any Nationalized/Scheduled

Bank payable at Bhubaneswar [Odisha].

2.5 The instrument of EMD (Demand Draft) shall have to be enclosed with the

Technical Proposal.

2.6 The release of the EMD would be as per following:

2.6.1 In case of the rejection of the Technical Proposal of the Applicant the EMD would

be released within 30 Days from the date of opening of the Technical Proposal.

2.6.2 In case of the rejection of the Financial Proposal of the Applicant the EMD would

be released within 30 Days from the date of opening of the same except of those

Bidders who have scored the Maximum, Second & Third Best marks.

2.6.3 In case of the failure in terms of signing the Agreement for Establishment &

Operation of the proposed Plant by the selected Bidder who has scored

“Maximum Marks” within 15 Days from the day of issue of offer letter to the

selected bidder; his EMD will be forfeited and the sanction of his proposal will be

cancelled. Otherwise the EMD will be converted into Security Deposit in case of

his selection for signing of Agreement for the E & O of the proposed Unit; if the

Agreement is executed within the stipulated time period.

2.6.4 In case of the failure by the selected Bidder, who has scored the Maximum

Marks, in signing the Agreement within the stipulated time period (i.e. 15 Days as

specified in 2.6.3 above), invitation to the Bidder who has scored the Second

Best Marks would be sent for negotiations by Mail or letter by SPEED POST

followed by intimation over telephone . The EMD of this Bidder will be converted

into Security Deposit in case of his selection for signing of Agreement for the E &

O of the proposed Unit; if the Agreement is executed within the stipulated time

period. In case of failure by the Bidder who has scored the Second Best Marks

after selection to sign the Agreement within 15 Days from the date of his

Selection, his EMD will be forfeited and the sanction of his proposal will be

cancelled. In case of failure of the negotiations with the Bidder who has scored

Second Best marks, due to any reason(s); his EMD will be released within 30

Days from the Date of negotiations.

2.6.5 In case of the failure by the Bidder who has scored the Second Best Marks or

failure of the negotiations with him, invitation to the Bidder who has scored the

Third Best Marks shall be sent for negotiations. The EMD of this Bidder will be

converted into Security Deposit, in case of his selection for signing of Agreement

for the E & O of the proposed Plant. In case of failure by the Bidder who has

scored the Third Best Marks after selection to sign the Agreement within 15 Days

from the date of his Selection, his EMD would be forfeited and the sanction of his

proposal will be cancelled. In case of failure of the negotiations with the Bidder

who has scored the Third Best Marks, due to any reason(s); his EMD will be

released within 30 Days from the Date of negotiations.

19

2.6.6 In case of the signing of Agreement by the Bidder who has scored the Maximum

Marks within the stipulated time frame the EMD of both the Bidders who have

scored Second & Third Best Marks will be released within 30 Days from the Date

of signing of Agreement by the Bidder who has score the Maximum Marks.

2.6.7 In case of the failure by the Bidder who has scored the Maximum marks and the

signing of Agreement by the Bidder who has scored the Second Best marks

within the stipulated time frame, the EMD of the Bidder who has scored the Third

Best Marks will be released within 30 Days from the Date of signing of Agreement

by the Bidder who has scored the Second Best Marks.

2.6.8 The EMD of all other Bidders (i.e. other than Three Best Scorer) will be released

within 30 Days from the Date of Opening of the Financial Bid.

2.7 The Technical Proposal will be opened at 11.30 AM on 30.12.2017 at the Office of

OMFED Ltd. situated at D-2, Sahid Nagar, Bhubaneswar [Odisha] - 751007

2.8 The incomplete Technical Proposal(s) or the same without the prescribed EMD will

summarily be rejected.

2.9 The Technical Proposal not following the ToR, too, will be summarily rejected.

2.10 The conditional Offer other than as desired in ToR will be summarily rejected.

2.11 The Evaluation Committee will select or reject the Technical Proposal on the basis

of the Criteria mentioned in the ToR. The Financial Proposal of only those Bidders

will be opened who have been selected after the scrutiny of the Technical

Proposal.

2.12 The decision of the Managing Director, OMFED Ltd. to declare any of the RFP to

have or have not qualified in Technical Scrutiny shall be final and binding on the

Bidders.

2.13 The Financial Proposal of the selected Bidders will be opened at the Office of

OMFED Ltd. on a pre-announced date and time, duly notified through

Correspondence and e-mail to those Bidders whose Technical Bid have been

selected.

2.14 The negotiations on the Financial Proposal will be held, if need be; at the Office of

OMFED Ltd. on a pre-announced date and time, duly notified through

Correspondence and e-mail to the Bidders whose both the Technical Bid &

Financial Bids have been selected.

20

3. Eligibility Criteria

3.1 The Bidder can be a Partnership Firm / Limited Liability Partnership (LLP) firm

duly registered under the Partnership Act or a Company duly registered under the

Companies Act.

3.2 The selected Bidder shall have to establish its Administrative Office in Odisha

State prior to the signing of the Agreement for Establishment & Operation of the

proposed Plant, if not already existing.

3.3 The Bidder should possess a Milk Processing Plant, Clubbed with UHT and

Aseptic Packaging Facilities at any Place in the Country either of its Own or

through its Subsidiary or through its Division under partnership.

3.4 The Bidder should possess minimum experience of One Year in the field of Milk

Processing clubbed with UHT Processing of Milk.

3.5 Following Certifications/Declarations are to be attached:

3.5.1 Self Certified Copy of EM Part-II for the above Clause: 3.3.

3.5.2 Certified Copy of the experience for UHT Processing of Milk for the above Clause:

3.4.

3.5.3 Self Certified Copy of declaration for the above Clause: 3.5, which should be

substantiated by EM Part-II.

3.5.4 Bidder should submit Audited Balance Sheets & Profit & Loss Account for the last

three Financial Years i.e. 2014-15, 2015-16 & 2016-17.

3.5.5 Self Declaration that the Bidder have never been blacklisted or debarred by any

Central or State Government or Semi-Government Department or Organization in

past or in present for any reason(s) for any kind of breach of Contract.

3.5.6 Self Declaration for commitment of uninterrupted Monthly Payment of the Rent of

piece of Land under use for Project as decided by the Monitoring Management

Committee.

3.5.7 The Bidder should submit a Brief Project Report (BPR) about the technology,

capacity, equipment make & marketing plans.

3.5.8 The Bidder should obtain a declaration from the identified supplier of Plant &

Machinery regarding Establishment of similar Plant for State Owned Dairy

Federation for UHT Processing of Milk.

3.5.9 The Bidder should obtain a declaration from the identified supplier of Plant &

Machinery regarding existence of its After Sales Service Center in India.

3.5.10 The Bidder should submit a Certificate regarding Net Worth for the Financial Year

2014- 15, 2015-16 & 2016- 17 duly signed by a Chartered Accountant.

21

4. Selection Procedure

4.1 The Selection Procedure will be based on a marking system comprising of 70

marks for Technical Evaluation & 30 Marks for Financial Evaluation.

4.2 The Technical Proposal will be first scrutinized. The break-up of marks for

Technical Evaluation is illustrated in Table below:

S. NO. PARTICULARS MARKS

1. Possession of Similar Plant (As per Clause 3.3) 10

2. MoU/ Agreement with State Owned Dairy Federation for UHT Processing

of Milk (As per Clause 3.4)

10

3. Experience in similar Project (As per Clause 3.5) 10

4. E M Part-II (As per Clause 3.6.3) 5

5. Lowest Payback period 5

6. Net Worth 2014-15 above Rs 5.00 Cr (As per Clause 3.6.10) 2



9. Installed Capacity (More than 50000lit/day) 6

10. Details of Manufacturer of Plant & Machinery(As mentioned in BPR) 3

11. Supply of Similar Plant by identified Manufacturer (As mentioned in BPR) to

for State Owned Dairy Federation for UHT Processing of Milk. (As per

Clause 3.8)

5

12. After Sales Service Center of Manufacturer in India (As per Clause 3.9) 5

13 Marketing plans 5

4.3 Those Bidders who shall Score minimum 45 marks out of 70 would be selected.

The selected Bidders will be notified through Correspondence and e-mail.

4.4 The Financial Proposal of only those Bidders will be opened who have been

selected after the scrutiny of the Technical Proposal. While selecting the bidder

higher ROI shall be preferred.

4.5 The Bidder who has offered the Maximum “Trade Royalty” as Percentage (%)

of MRP excluding all Taxes; to be offered to “OMFED” (“First Best Offer”) will

be granted 30 Marks out of 30 and subsequent Bidders would score on Pro-rata

basis (for example if Best Offer is 10% & second Best Offer is 5% than the Bidder

who has offered 5% gets 15 marks & like wise).

4.6 The Bidder who has scored maximum marks out of 100 (i.e. sum of scores of

Technical & Financial Bid) shall be invited for negotiations, if need be.

4.7 The Establishment & Operation (E&O) of the proposed “Integrated Milk Processing

Plant clubbed with UHT and Aseptic Filling Unit for Manufacture of Milk and Milk

Products” in Cattle feed Plant, Radhadamodarpur, District. Cuttack or any

suitable place to be provided by OMFED in the district of Khurda / Cuttack of

Odisha will be awarded to Bidder who has been responsive to the negotiations (if

held) or else to the Bidder who has scored maximum marks (sum of Technical

& Financial Scores).

22

4.8 In case of failure or non-response to the negotiations (if held) by the Bidder who

has scored “Maximum Marks” within 21 Days from the opening of the Financial

Proposal, the Bidder who has scored “Second Best Marks” will be given an

opportunity for the negotiations at the Office of OMFED at Bhubaneswar (Odisha)

on a preannounced date and time, duly notified through Correspondence and e-

mail.

4.9 In case of failure or non-response to the negotiations (if held) by the Bidder who

has scored “Second Best Marks” on the day of negotiations, the Bidder who has

scored “Third Best Marks” will be given an opportunity for the negotiations at the

Office of OMFED at Bhubaneswar [Odisha] on a preannounced date and time,

duly notified through the Correspondence and e-mail.

4.10 Fresh process of Invitation of RFP will be initiated in case of failure or non-

response to the negotiations (if held) by the Bidder who has scored “Third Best

Marks”, as well.

23

CHECK LIST

The RFP shall accompany the following:

1. Letter of Application duly signed by the Authorized person on the letterhead.

2. Details of Bidder along with the Incorporation and commencement of business

certificate attested by the Authorized Person.

3. Certifications/Declarations are to be attached as per Clause 3.6

4. Brief Project Report (BPR) as per clause no. 26.

5. The details to be provided as per Annexure 1,2,3,4 & 5.

6. Draft Agreement.

24

ANNEXURE 1

FORMAT FOR TECHNICAL PROPOSAL

Technical Proposal to be filled in by the Bidder for award of Establishment & Operation (E&O)

of the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic

Filling Unit for Manufacture of Milk and Milk Products” at Cattle feed Plant,

Radhadamodarpur, District. Cuttack or any suitable place to be provided by OMFED

in the district of Khurda / Cuttack of Odisha.

1. Name of the Bidder :

2. Address :

3. Telephone Nos.

Office :

Residence :

Mobile :

E-mail ID :

4. Constitution of the Bidder :

5. Name of the Managing Partner/ :

Managing Director

(in case of Partnership Firm/Company)

6. Registration No. & Date :

(of the Partnership Firm/

Company, as the case may be)

7. Attach Copy of the Partnership Deed or :

Certificate of Incorporation, Memorandum

of Association and Article of Association;

as applicable.

8. Details of all the Partners/ Directors :

9. Details of the Milk Processing Clubbed with UHT :

Processing Plant of the Bidder

9.1 Name of the Industry :

9.2 Address – Administrative Office :

9.3 Address – Manufacturing Plant :

9.4 Constitution (Firm / Company) :

9.5 Commercial Operation Date {COD} :

9.6 Installed Capacity :

9.7 Documents to substantiate Sr. No.: 9 :

10. Details of MoU/Agreement for UHT processing

of Milk 10.1 Name of the State Owned Dairy Federation :

10.2 Date of MoU/Agreement :

10.3 Duration of MoU/Agreement :


25

11. Experience of the Bidder in :

the Field of Milk Processing and UHT Plant

11.1 Total Experience :


12. Financial Worth of the Bidder :

(Give Balance Sheet & Profit & Loss

Account for the last Three Financial

Years duly certified by the Chartered

Accountant) 13. Any other related/relevant information, :

the Bidder feels appropriate to disclose

to strengthen his Technical Proposal in terms

of Technical and/or Marketing Capabilities.

14. Marketing Strategy :

15. Details of EMD :

15.1 Name & Address of the Bank :

15.2 Demand Draft No. & Date :

15.3 Amount (in Figure & Words) :

Undertaking

I/we undertake to abide by the Terms & Conditions of the RFP for Establishment & Operation

(E&O) of the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit

for Manufacture of Milk and Milk Products” in Cattle feed Plant, Radhadamodarpur, District.

Cuttack or any suitable place to be provided by OMFED in the district of Khurda /

Cuttack of Odisha, along with the Annexures.

I/We undertake to pay the Annual Lease Rent of the Identified piece of Land earmarked for the

establishment of the “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit for Manufacture of Milk and Milk Products” at Cattle feed Plant, Radhadamodarpur, District. Cuttack or

any suitable place to be provided by OMFED in the district of Khurda / Cuttack of Odisha; within the

stipulated time schedule; as decided by the “Monitoring Management Committee”.

I/we am/are not blacklisted or otherwise debarred from any State or Central Government

Department or Agency.

List of Enclosures:

(Enclose all the relevant Documents/Certificates/Consents/Statements etc. in chronological order,

duly numbered; to substantiate the Technical Proposal).

PLACE: SIGNATURE OF THE BIDDER

DATE: NAME:

DESIGNATION:

SEAL:

26

ANNEXURE 2

FORMAT FOR FINANCIAL PROPOSAL

(Bidder may copy the Format for submission)

S.

No

Particular Price of Processing /

Manufacturing Rs./Unit

without GST/Tax

1 Processing/Pasteurization/Standardization

of Raw Chilled Milk in Bulk Container








9 The Offer Price as % of MRP per litre of milk marketed

Excluding all Taxes if land is provided by OMFED

10 The Offer Price as % of MRP per litre of milk marketed

Excluding all Taxes if land is provided by the Third party

Terms & Conditions:

1. In case of eligible Entrepreneurs or Companies having their own land in the district of

Khurda / Cuttack, should submit Financial proposal in separate sealed envelope for

different sites subscribing UHT plant on OMFED land and UHT plant on Own land.

2. Prices are inclusive of Primary Packaging material including EVOH Film 100 Micron, 7

Layer, minimum 9% EVOH.

3. These Prices are Tentative and indicative, as well. However, the actual Prices shall be

evaluated by the “Management Committee for Integrated Milk Processing Plant

clubbed with UHT Plant” and shall be recommended for approval by the Competent

Authority of OMFED.

4. EVOH films shall provide 90 days Shelf Life under HACCP specified conditions of storage.

5. Prices are inclusive of Processing cost- i.e. Labor cost, utilities cost (Steam, Air, Water,

Electricity, CIP Chemicals, Consumables) etc. but excluding Taxes as per governing

statute.

6. GST or any other Taxes will be extra, if applicable as per the Law of Land.

7. Price shall vary as per the market fluctuations in relation to the Packaging Material & its

Process constituents will be reviewed and approved by the Consortium Committee. The

price variance chart shall be provided by Third Party as and when required so as to

incorporate the latest variations in the Prices.

8. The second party shall be at a liberty to supply raw milk as per mutually agreed quality

standard up to 1 (one) Lakh liters per day during milk flush season and this surplus

quantity would be taken in to account while calculating the average during the calendar /

financial year.

Undertaking

I/we undertake to abide by the Terms & Conditions of the RFP for Establishment & Operation

(E&O) of the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit

for Manufacture of Milk and Milk Products”

I/we am/are not blacklisted or otherwise debarred from any State or Central Government

Department or Agency.

PLACE: SIGNATURE OF THE BIDDER

DATE: NAME:

DESIGNATION:

27

ANNEXURE 3

FORMAT FOR TECHNICAL EXPERIENCE

Experience of the Bidder

Experience details for minimum Technical Qualification

Name of Bidder:

1. Name of Project:

2. Location of the Project:

3. Cost of the Project (INR)* (excluding the Land Cost):

4. Project Start Date and End Date

5. Type of the Project

6. Total Built Up Area

Signature of Authorized Person

28

ANNEXURE 4

FORMAT FOR ESTABLISHING FINANCIAL CAPABILITY OF THE BIDDER

Net worth & Turnover (INR)

FY 2014-15 FY 2015-16 FY 2016-17 NET WORTH TURN OVER

NET WORTH TURN OVER

NET WORTH TURN OVER

Note:

Net -Worth = (Paid up Share Capital + Reserves and Surplus) – (Revaluation Reserve + Miscellaneous Expenditure to the extent not Written Off + Debit Balance of Profit/Loss Account)

Signature of Authorized Person

29

ANNEXURE 5

LIST OF EQUIPMENTS & INVESTMENT DETAILS

A. CIVIL / STRUCTURAL WORK

Sl No.

Description Quantity Unit Rate

(Rs.) Total (Rs.)

1 Cost of land

2 Land Development

3 Sand Filling

4 Civil / Structural work

5 Drainage

6 Hard Parking

7 Inter connecting & approach road (RCC)

8 Internal Electrification

9 Street Lighting

10 Water supply & Sanitary

11 Plumbing

TOTAL

B. MECHANICAL WORKS

i. MILK PROCESSING SECTION

Sl No.

Name of Equipment Capacity Make Quantity Unit Rate

(Rs.) Total (Rs.)

1 Plate Chiller

2 Milk Pasteuriser

3 Milk Homogeniser

4 Milk Silo

5 Milk pump

6 Cream Pump

7 Cream Separator

8 Powder mixing ventury

9 Reconstitution storage tank

10 Vertical milk storage tank

TOTAL

ii. ASEPTIC PROCESSING / PACKING SECTION

Sl No.


(Rs.) Total (Rs.)

1 UHT sterilizer

2 Sugar Syrup tank

3 UHT processed milk storage tank

4 CIP system

5 CIP pump

6 Aseptic Packing machine (Pouch)

7 Aseptic Packing machine (Cartoon)

TOTAL

30

(iii) PRODUCT HANDLING SECTION

Sl No.


(Rs.)

Total (Rs.)

1 Cream Storage tank

2 Ghee Vat

3 Ghee Settling tank

4 Ghee Clarifier

TOTAL

C. SERVICES & UTILITIES

Sl No.


(Rs.)

Total (Rs.)

1 Refrigeration System

2 Coal / Oil fired boiler

3 Soft water supply system

4 Effluent Treatment Plant

5 Erection materials

6 Cables & conduits

7 Structural materials

8 Motor Control Center

9 Miscellaneous Items

10 Erection & Commissioning

TOTAL

D. SOURCE OF FUND

Name of the Financing Institution

Loan Amount Rate of Interest Repayment Period

31

E. INCOME GENERATION

i. Estimated Cash Inflow

Year Annual Expected Quantity of sales

(ltr)

Sales realization per

litre of milk (Rs.)

Total Sales realization /PA

(Rs.)

Net cash Inflow Per Annum

(Rs.)

Year – I

Year – II

Year – III

Year – IV

Year - V

Year - VI

Year - VII

Year - VIII

Year – IX

Year - X

ii. RETURN ON INVESTMENT (ROI in Rs.)

Years Net Cash in Flow(Rs.) Discount Factor (in %) @ Present Value In Rs. (1) (2) (3) 4=(2X3) 0 (Cost of Investment) 1 2 3 4 5 6 7 8 9 10

Net Present value(Rs.)

Pay Back Period In Years

N.B.:-

1. If OMFED provides the land at Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable place in the district of Khurda / Cuttack of Odisha, cost of land shall not be considered in the investment plan for arriving at payback period.

2. Cost of investment will be all capital investment including cost of land, machines and other Infrastructure.

3. Considering the Net cash inflow and discount factor the bidder has to fill up the above table.

4. The Discount factor will be as per Return on investment rate.

5. The Present value will be multiples of Discount factor and Net cash inflow.

32

Example of RETURN ON INVESTMENT FOR Rs.10,00,000/-

Years Net Cash in Flow(Rs.) Discount Factor @ 10% Present Value (1) (2) (3) 4=(2X3) 0 -1000000 -1000000 1 100000 0.9091 90909 2 125000 0.8264 103306 3 150000 0.7513 112697 4 150000 0.6830 102452 5 200000 0.6209 124184 6 200000 0.5645 112895 7 250000 0.5132 128290 8 250000 0.4665 116627 9 300000 0.4241 127229 10 300000 0.3855 115663

Net Present value(Rs.) 134252

Pay Back Period 8 Years 2 months

33

DRAFT AGREEMENT

AGREEMENT

BETWEEN

The Odisha State Coop. Milk Producers’ Federation Limited (OMFED)

D-2, SAHEED NAGAR,

BHUBANESWAR (ODISHA) 751 007

AND

THE CUTTACK DISTRICT COOPERATIVE MILK PRODUCERS’ UNION LIMITED, MANJUSHREE BUILDING

MAHANADI VIHAR, CUTTACK (ODISHA)

AND

Selected Private Partner

34

AGREEMENT

THIS Agreement, entered into on this …………..day of the month of ………. of the year

…………..(“Effective Date”) by & between:-

The Odisha Milk Federation Limited (OMFED) an Apex Cooperative Society registered

under the Orissa Coop. Societies Act, 1962 bearing Registration Number 06/1980 date 28-

01-1980 ; having its Registered Office at D-2, Saheed Nagar, BHUBANESWAR (Odisha) –

757 007 and operational area throughout the State of Odisha represented by

……………………………….. , authorized by the Managing Director, OMFED (which term shall

unless repugnant to the context or meaning thereof includes its Successors in interest and

Assigns) through its authorized signatory -------------------------- (Hereinafter called as “First

Party”).

And

The Cuttack District Cooperative Milk Producers’ Union Limited, a Cooperative Society at

the Dist. Level and an affiliated Body of the First Party having its office at Manjushree

Building, Mahanadi Vihar, Cuttack and operational area within the territorial jurisdiction of

undivided Cuttack District, represented by its General Manager (Which term shall unless

repugnant to the context or meaning thereof includes its Successors in interest and assigns)

(Hereinafter called as “Second party”)

And

……………… , (Name of Private Partner selected through RFP)(Which term shall unless

repugnant to the context or meaning thereof includes its Successors in interest and assigns)

(Hereinafter called as "Third Party”).

WHEREAS: The First Party engaged in procurement, production & marketing of Milk , Milk Products &

Agricultural products has designed a “Concept” for establishment of an Integrated Milk

Processing Plant duly clubbed with the facility of “Ultra Heat Treatment (UHT)” for Milk in

Odisha State through Cooperative Private Partnership (CPP) in the premises of its Cattle feed

Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by

OMFED in the district of Khurda / Cuttack of Odisha and invited “RFP” from the interested

parties;

AND

The Second Party which is the affiliated Cooperative Body of the First Party , engaged in

procurement of milk Rural Milk Producers through its affiliated Primary Dairy Coop. Societies

and existing regular Milk pourer/supplier to the First Party has agreed to supply Raw Chilled

35

Milk on regular basis as per specification & instruction of the First Party to the Third Party for

Preparation of UHT Milk;

AND The Third Party having experience in the similar field and also capable to make investment

for setting up the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic

Filling Unit” with minimum processing capacity of 50,000 litres per day in its business interest

has participated in “RFP invited by the First Party and submitted proposal to become the

Private partner for setting up the Plant to meet the requirement of the First Party.

WHEREAS in the business interest of all the parties as above, the offer of the Third Party is

acceptable to the First Party for disposal of surplus milk collected from its affiliated

bodies including the Second Party and it is felt expedient for execution of a Tripartite

Agreement to serve interest all the parties on the terms and conditions agreed upon

hereinafter:

NOW, THEREFORE, THE PARTIES HAVE AGREED ON THE FOLLOWING TERMS AND CONDITIONS:

1. Interpretation:

In this Agreement including the recitals here of, the following expressions shall have, where the context so admits, the meanings assigned thereto.

1.1 “Agreement“shall mean this Agreement together with Appendices hereto and shall

include any modifications and alterations hereto made in writing. Agreement“shall

mean this Agreement together with Appendices hereto and shall include any

modifications and alterations hereto/agreed between the parties later in writing so

also the terms and conditions enshrined in the “RFP” documents.

1.2 “Confidential Information“shall mean and include any Information, Data,

Specifications, Instructions, Documentations and other Sensitive Information

including Product Formulations, Raw Material Specifications and Additive

Formulations of the Confidential Nature.

1.3 “Effective Date” shall mean the date on which the Authorized Representatives of

the parties duly executed this Agreement.

1.4 “Facility” shall mean the Manufacturing Facilities, which shall be used in the

Manufacture of the UHT Milk, Aseptic Packaging Line in EVOH Film and/or

Pasteurization of Milk, Manufacture of Butter & Ghee etc.; proposed to be created

in Odisha State at a Premise provided by First Party & Second Party to the Third

Party.

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1.5 “Licenses” shall mean all Clearances, Licenses, Registrations and /or Permits

required by Law in or in relation to the Manufacture, Processing, Packing and/or

Sale of Milk and/or Milk Products.

1.6 The “Plant ” means the Milk Processing Plant clubbed with the facility of Ultra Heat

Treatment (UHT) of Milk proposed to be established in Odisha State by Third Party

under PPP Mode at a Premise Identified/Earmarked by First Party & Third Party

Jointly or land made available by the third party of its own resources.

1.7 “Products” shall mean and refer to the Milk and Milk Products being a Proprietary

Product in different Colours, Flavours and different Pack Sizes,

Specifications/Recipes of all the Parties and conforming to the Provisions &

guidelines of the Food Safety and Standards Authority of India (FSSAI) as

amended from time to time.

1.8 “Parties” shall mean the First Party, Second Party and the Third Party shall mean

either the First Party, Second party or the Third Party, as the case may be.

1.9 “Specifications” shall mean the Shape, Size, Dimensions (in context to the

Packaging), Recipes, Quality Standards/Norms and Quality Control Procedures of

the Products and Design, Colour Scheme of Label of the Products including

Packaging Materials of different Pack Sizes as specified by the First Party from

time to time and to be adhered strictly by the Third Party in the Receipt of Raw

Material/Packing Materials and in the Manufacture and Processing of the Products.

1.10 “Trade Marks” shall mean the trademarks used by the First Party.

GENERAL CONDITIONS

2. COMMENCEMENT & VALIDITY OF THE AGREEMENT

2.1 The Agreement period shall commence from the date of its execution and remain valid

for a period of 15 years from the Commercial Operation Day {COD} which may be

extended for further period of 18 years as per the same terms and condition or mutally

agreed upon by the parties.(Facilities to be set up over land provided by OMFED)

Or

The Agreement period shall commence from the date of its execution and remain valid

for a period of 33 years “from the Commercial Operation Day {COD} which is

terminable after 15 years

2.2 The COD of the Facility proposed to be created by the Third Party shall be within 12

Months (excluding Rainy Season) w.e.f. the date of handing over of physical

37

possession of Land identified/earmarked for the proposed Project jointly by the Parties.

The Third Party shall communicate to the First Party in writing about the COD.

2.3 The Agreement can be renewed for a further term as may be agreed between the

Parties Six Months before expiry of the period mentioned in para-2.1,subject to

mutually agreed terms and conditions.

3. SUPPLY & PURCHASE OF PRODUCTS

3.1 The Third Party shall Process Raw Chilled Milk under this agreement and also treat it in UHT Plant, Pack under the Brands of First Party in the different Flavours, Colours and supply the same to the First Party in Pack Sizes as may be required by the First Party from time to time subject to the limitation of the manufacturing facilities.

3.2 The Second Party shall supply at the instance of First Party the required input i.e. Raw

Chilled Milk as per the prevailing Quality and Specifications well in time. 3.3 The Third Party shall procure, process & pack as per the Design, Brand, Pack

Size,MRP etc. as decided by the Monitoring Management Committee.. 3.4 The Third Party shall establish a Milk Processing & UHT Plant having an Installed

Capacity of 50,000 Liter per Day, expandable to 1.00 lakh litre per day at the their if so required and agreed upon by the parties.

3.5 The Second Party shall source approximately 12.50 Lakh Liter per Month (average

50,000 Liter per Day for 25 Days per month) of Raw Chilled Milk of pre-determined Quality & Specifications to meet the processing & production requirement of the Third Party.

4. PRODUCTION SCHEDULES, QUALITY CHECKS & DISPATCH PLANS

4.1 The First Party shall provide on a Monthly Process Plan to the Third Party based on the requirement of the Products. Such estimated Process Plan shall be used by the Second Party to plan its Production Schedules and make necessary arrangements to meet the requirement of the First Party.

4.2 Raw Material i.e Raw Chilled Milk shall be supplied as per Standard Operating Process by the Second Party to Third Party on receipt instruction of the First Party The Processing of Raw Chilled Milk in UHT Plant would be subjected to the confirmation of the Quality & Specifications of the Raw Chilled Milk to the pre-decided and mutually agreed standards & norms.

4.3 The Third Party would maintain a 05 (Five) days Incubation Period for UHT Packs. Initially packed products shall be kept in the Plastic Crates. After incubation period of 05 (five) days , the Packaged Milk would be checked by the Quality Assurance (QA) Team appointed/deputed by First Party and the cleared Packs shall be stacked in Cartoon Boxes by the Third Party for dispatch.

4.4 The Third Party shall be responsible for any rejections made by the First Party‘s QA Team, due to process default or any Process/Packing Operations related issues. In such circumstances the Third Party shall bear the cost of Raw Chilled Milk which shall be recovered by the First Party from the Bills of Third Party.

4.5 The QA Team of the First Party shall validate the Process and provide the Finish Goods Clearance as per the norms fixed. The decision of the First Party‘s QA Team regarding the Quality of the Finished Goods will be final. No marketing finished products shall take place without clearance from the QA team of the First Party.

38

4.6 The Third Party’s Analytical Laboratory shall be fully equipped for the necessary testing facilities of UHT Milk & UHT Flavored Milk and the First Party‘s QA Team shall be allowed to use the “Lab.” for Testing and validation of the test reports of the Third Party. The First Party shall also at liberty to use the testing facilities of their own for validation of test Reports.

4.7 The Second Party shall develop required infrastructure, if not existing; at designated Milk Chilling Centers in its operational area nearer to UHT Plant of the Third Party for testing & maintaining the Quality of Raw Milk. The Third Party shall train Man Power of Second Party to carry out all necessary Chemical and Micro Biological testing as per the SOP.

4.8 The Third Party shall adhere to the Provisions of FSSAI and other statutory norms. All the Parties shall make necessary application to FSSAI for processing and packing of UHT Milk & UHT Flavored Milk for the First Party at Third Party’s facility as per the FSSAI Norms.

4.9 The samples shall be tested as per prescribed SOP and the Third Party shall keep the

samples as prescribed by the First Party .

5. MANUFACTURING PROCESS & PACKING OF PRODUCTS

5.1 The Third Party shall ensure that the Products supplied to the First Party are of High Quality, free from impurity of any kind whatsoever and confirms to the standards defined under the FSSAI Act, 2006/ Rules/ Regulations - 2011 or as may be amended from time-to-time, falling which the Third Party shall be responsible for all legal consequences thereof.

5.2 The Third Party shall check the Fat, SNF, Total Solids, Protein, Bacteriological Quality

and all Parameters as defined in the FSSAI Standards for each and every batch of all variants of Products manufactured by them under this Agreement and shall maintain updated records for Analysis and Bacteriological Quality on the regular basis.

5.3 The Third Party would ensure that the Analysis and Bacteriological Record for each

and every batch shall be kept in safe custody for a minimum period of 1 year and shall be provided to the First Party as and when so required.

6. DEVELOPMENT OF INFRASTRUCTURE

6.1 The First Party shall provide to the Third Party a piece of Land measuring about 2 Acre for the Third Party to set-up an Integrated Milk Processing Plant clubbed with UHT Plant on Long Term Lease for 15 Years & thereafter up to subsisting of Agreement in the event of extension. The Third Party shall pay Ground Rent, Cess and Incidental charges in advance annually as per the Govt. Rules or decision taken to that effect by the “Monitoring Management Committee” to be constituted by OMFED for the day to day operation of the Plant .

6.2 In case of the Termination of this Agreement, under the condition(s) as prescribed at

Agreement; or the Non-Renewal of the Agreement at its expiry; the First Party will permit the Third Party to continue & operate the Plant on the land for a further period 16 years beyond the agreement period. Under such circumstances, the Third Party shall be liable to compensate to First Party, on yearly basis; an amount decided towards the Use of Land as per the Prevailing Revenue Rent Rates of District.

6.3 The Site Development, Internal Roads, Boundary, Water Supply System, Power

Supply System, Construction of Buildings & Industrial Sheds, the Plant & Machinery,

39

Equipments, electrical substation, water supply and all other relevant Infrastructure required for the Composite Dairy Plant clubbed with UHT Plant including facility for disposal of wastes shall be arranged, established, maintained and managed by the Third Party .

6.4 The First Party or Second party shall not take any kind of liability for anything

whatsoever w.r.t. the Development of Infrastructure.

7. WARRANTIES & OBLIGATIONS BY THE FIRST PARTY

7.1 The First Party through the Second Party shall provide required quantity of Raw Chilled Milk as per prevailing parameter for Processing, Manufacturing & Packing of “Products” by the Third Party.

7.2 The First Party shall place a full time QA Team with Second Party to ensure Quality &

Quantity of Raw Material to eliminate/avoid any Pre & Post Processing issues & non-conformity with respect to Quality & Standards w.r.t. Safe Handling, Hygiene, Norms, Parameters, Packaging, Weight, Size, Storage, Losses occurred etc. during Processing.

7.3 The First Party shall have the right to randomly get examined/ tested the samples in its

own Lab or any other National Accreditation Board for Testing & Calibration for Laboratories (NABL) and/or FSSAI accredited Laboratory for assuring the pre-defined quality of “Products” for the desired specification as mutually agreed upon between the Parties.

7.4 The First Party shall promptly but not later than 7 days communicate to the Third Party

of any discrepancies in the agreed quality or quantity of “Products” and may ask for rectification in the next lot of “Products”.

7.5 The First Party may consider to utilize the Services of Third Party for the Backward

and/or Forward Integration of its Process.

8. WARRANTIES & OBLIGATIONS BY THE SECOND PARTY

8.1 The Second Party shall make its best endeavor to supply Raw Chilled Milk as per the

Prevailing quality and quantity of the Third Party in time on regular basis only at the

instances of the First Party.

8.2 The Second Party realize the cost of Raw Chilled Milk supplied to the Third Party from

the First Party against submission of bill along with the acknowledgement of such supplies

obtained from Third party.

8.3 The Second Party is liable to receive back Raw Chilled Milk supplied to the Third Party

if it fails to meet the Standard Specification as required by them under intimation to the

First Party.

8.4 The Second Party shall not have any direct business transaction with Third Party other

than matters indicated herein without express consent of the First Party.

9. WARRANTIES & OBLIGATIONS BY THE THIRD PARTY

9.1 Third Party shall be responsible for supply of “Products” of predefined Quality and timely delivery of “Products” as per supply order. However, Second Party shall not be held responsible r for failure of supply of “Products” in a situation beyond its control and not attributable to its negligence i.e.Intermittent Failure of Plant & Machinery, and Interruption in Power Supply and Natural Calamities etc.

40

9.2 Third Party shall ensure that the Raw Material and Packaging Material, as also the Products shall be manufactured/Processed, Stored and Packed in a Safe, Hygienic and Sanitary Environment in accordance with Good Manufacturing Practices (GMP).

9.3 The Third Party shall ensure the compliance of Schedule 4 of Food Safety and Standards Regulations - 2011.

9.4 The Third Party shall manufacture Products as per specification of the First Party with due compliance of the specifications and Food Safety and Standard Act- 2006, Rules- 2011 & Regulations- 2011 and/or any other Law applicable from time to time including the Legal Metrology Act -2009, Rules- 2011 & relevant environmental laws.

9.5 The Third Party shall manufacture and arrange storage of the Products shall be in conformity with the Specifications and the Quality Standards, Warranty and other requirements under the provisions of the Food and Safety Standard Act - 2006, Rules- 2011 & Regulations- 2011 as amended from time to time and or Rules framed there under and/or any other Law for time being in force and applicable for the Product and to the facility.

9.6 The Third Party shall make arrangements of Equipments and Production Capacity at its facility to Manufacture/Process the Products as per the specifications and to fulfill requirements of the First Party.

9.7 The Third Party shall obtain and maintain in force all Permits, Consents, statutory Approvals as required under the law of land, Sanctions, Licenses and No Objection Certificates etc. that may be required under any Law, Rules and Regulations for the time being in force and amendments from time-to-time; which are necessary for carrying out its obligations under the Agreement alongwith insurance coverage of men, plant, materials, building, plant & machinery against standard perils.

9.8 The Third Party shall take full responsibility of damages if any in case of occurrence of any such event without inflicting to the Name, Fame, Credential, Reputation and/or Legal Obligation of the First Party.

9.9 The Third Party shall, at all times, conduct its business in accordance with the applicable Statutes, Regulations, Notification etc. issued by the Government, FSSAI, Hazards Analysis and Critical Control Point (HACCP) or any other Statutory Regulations, in vogue and be liable for any such breach or non-compliance of provisions of the Statutes, Regulations etc. and under no circumstances First Party shall be liable for any such breach or non-compliance by Third Party.

9.10 The Design & Printing Specifications of Packing Material shall be developed by Third Party in consultation with First Party. The Packing Material shall contain mark “Processed, Packed & Marketed by Third Party.

9.11 Third Party shall ensure the requisite Quality Standards & Quantity of “Products” before dispatch from the Project Premises. The Third Party shall not shoulder any responsibility w.r.t. the Quality Standards & Quantity of “Products” post dispatch occurrences after its “Expiry Date”. However, degradation of Quality & Quantity due to faulty processing UHT process, the Third party shall be liable for consequences both in Civil & Criminal.

9.12 The Third Party shall be solely responsible for degradation of Quality or Quantity on the dispatch of the “Product” from the proposed Plant Premises before the Expiry date..

9.13 The Third Party shall make necessary arrangement to strengthen the Raw Milk Collection System by way of adopting an effective “Backward Integration Plan” comprising of Capacity Building of the Milk Producers in the Raw Milk Catchment Area, Imparting Technical & Animal Health Care Knowledge for enhancement of Milk Productivity, Development of Effective Collection Mechanism and Creating Awareness for Animal Husbandry & Rearing.

9.14 The Third Party shall at all times ensure subsisting of the this arrangement as per the agreement and not enter into understanding with any other Party marketing Milk & Milk Products in the State of Odisha.

9.15 The Third party be solely liable for any debts and liabilities of its own and not seek any guarantee from other parties in any manner.

41

10. PACKAGING MATERIAL & PACKING

10.1 Subject to the terms of this Agreement, the Third Party shall pack the products in accordance with the Packaging Instructions of First Party.

10.2 Packaging Materials its Designs, Specifications shall be developed & modified by the Third Party in consultation with First Party subject to compliance of relevant Statutory provisions in force at the relevant point of time. All Packaging Material shall contain mark “Packed & Processed by Third Party & Marketed by” OMFED.

11. STORAGE & DELIVERY OF PRODUCTS

11.1 The Third Party shall plan for delivery of Products. 11.2 The Third Party shall be making its own arrangement of staff at its Cost, arrange

periodical deliveries of the requisite quantities of the Products at the Dispatch Point. 11.3 Loading & unloading arrangements at the Project Site/delivery points shall be made by

the Third Party unless otherwise specified in the supply order. 11.4 The Third Party shall store Finished Products and Packing Materials at its project site

in Covered Area, in Safe, Hygienic and Sanitary conditions.

12. MARKETING

12.1 The Processed and Ultra Heat Treated Milk & value added Milk Products shall be

marketed by Third Party by developing exclusive Channel of distribution independent of

existing channel of the First Party and through the Existing Distribution Channel of the First

Party as well in all districts of Odisha.

12.2 The third party shall also act as a C&F Agent/Super Stockiest/Distributor/Product

Channelizing Agency for OMFED for transaction of Processed Milk, Ultra Heat Treated Milk

and all the Milk Products of OMFED in the Private Market as well as in the Government

Sponsored Schemes e.g. Mid Day Meal, ICDS Schemes etc. within the state and in the

neighboring state.

12.3 The First Party holds the Rights of marketing of the Processed and Ultra Heat Treated

Milk & value add Milk Products of its own, on payment of charges towards processing,

packaging, sugar, flavor, secondary packaging, transportation etc. to Third Party after

recovery of cost Raw Chilled Milk; through its existing distribution channel & also through its

new market avenues identified and developed for the purpose in Govt., Public & Private

Sector..

42

13 PRICE AND PAYMENT TERMS (NEEDS BE DISCUSSED WITH MARKETING

DIVISION AS PER DECISION TAKEN TO THAT EFFECT)

13.1 Condition when Product is Marketed by First Party:

13.1.1 The First Party shall make payment of One Time Cost of Designing, Preparation of

Master Print and Offset Printing Cylinder to the Third Party (or Directly to the Printing

Press/Vendor, as the case may be) required for processing of Raw Chilled Milk &

Packaging materials .

13.1.2 Third Party will issue separate invoices for Packaging Material & For Processing &

Manufacturing of Products to First Party.

13.1.3 Price Structure for Processing & Packaging is appended as Brief Project Report 28.4

read with Terms & Conditions there in.

13.1.4 First Party shall make “Balance Payment” of Packing Material to Third Party within a

period of 07 days from the date of receipt of invoice for Packing Material issued by the

Third Party. First Party shall make “Balance Payment” of Processing of Milk to Third

Party within a period of 30 Days from the date of issue of Invoice for Processing of Milk

issued by the Third Party. Any delay in release of Payment beyond 60 days by First

Party shall attract interest @12% per annum.

13.1.5 In case, during the Processing/after the Processing within Shelf Life; any complaint

arrives in the entire batch, the Milk Curdles or Puffing takes place then the cost of Raw

Chilled Milk will be remitted to the First Party.

13.1.6 In case of Curdling or Puffing the First Party is free to pick the lot to reprocess.

13.1.7 The Prices quoted in Schedule “A” are inclusive of Handling Charges, Miscellaneous

Charges and other Incidental Charges such as Loading/Unloading and Packing and

other Charges.

13.1.8 The Third Party should submit the Invoice accompanied by full dispatch details and

relevant dispatch documents such as Lorry Receipts etc. once in 7 days, within next 7

days the Conversion Charges and payment shall be made by the First Party.

13.2 In Condition when Product is Marketed by Third Party :

13.2.1 The Third Party will pay the cost of Raw milk to the First Party on the prevailing cost of

decided by the Monitoring Management Committee.

13.2.2 The First Party will issue a Invoice to Third Party within a period of 07 days for actual

quantity supplied to Third Party .

13.2.3 The Third Party will pay the cost of Raw milk to First Party within 15 days from the date

of issue of Invoice.

13.2.4 The Third Party will pay the Royalty to First Party in every quarter.

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14 INSPECTION AND DEFECTS IN PRODUCTS

14.1 The Third Party hereby and undertakes that the First Party’s Officials/Representatives/Authorized Persons will have right to inspect/audit the Project Premises at any time especially the Departments of Manufacturing, Production, Packing, Dispatch, Warehouse and Water/Air Pollution Control/ Treatment Plant etc. during validity of this Agreement from time to time with consent of Third Party.

14.2 The First Party shall have the right to reject any of the Product/Material in process partly or wholly which are/is sub standard, defective or not conforming to the specifications/requirements of the First Party/FSSAI and or in violation of FSSAI & Legal Metrology Act/Rules as amended from time-to-time. However, maintaining the quality of Product as per norms shall be the responsibility of the Third Party.

15 TRADEMARK & BRAND NAMES

15.1 The Third Party shall ensure that the Trademarks and Designs and all rights and interests attached thereto shall at all time vest with the First Party.

15.2 The Third Party shall not acquire or claim (whether during the pendency of this

Agreement or even thereafter) to have acquired any title in and to the Trademarks adverse to the First Party by virtue of the rights hereby granted to the Third Party or through use by the Third Party of the Trademarks and Designs pursuant hereto, it being the intention of the Parties hereto that all use of the Trademarks and Designs by and shall at all times insure to the benefit of the First Party and that all title and property in the Trademarks and Designs shall continue at all times to vest solely and absolutely in the First Party.

15.3 The Third Party does not acquire any rights whatsoever in the Intellectual Property by

virtue of the transactions contemplated hereunder or otherwise. 16. CONFIDENTIAL INFORMATION

16.1 The Third Party shall keep secret and confidential all Information, Data, Recipes, Specifications, Designs, Shapes, Technical Known How or Manufacturing Formulae of the Products and Packaging Materials and or any Confidential Information received by it from the First Party during the pendency of the Agreement; shall not, directly or indirectly, disclose, divulge, communicate or reveal to any Third Party/Person/Individuals/Companies/Institutions etc. at any cost either during the pendency of this Agreement or at any time thereafter unless so authorized in writing by the First Party.

16.2 The Provisions of this clauses shall not apply to Confidential Information if the same is

or comes within the Public Domain through no act of a Party or was in the possession of the Party prior to its disclosure under this AGREEMENT and such Party can so prove or is independently developed by the Party and such Party can so prove or is received by the Party from another source without restriction on disclosure.

17. FORCE MAJEURE

17.1 The failure or delay of any Party to perform any obligations under this Agreement

solely by reason of act of God, Acts of Government (except as otherwise enumerated

herein), Riots, Wars, Strikes, Lockouts, Accidents in Transportation or other causes

44

beyond its control (collectively referred to as the “Force Majeure”) shall not be deemed

to be a breach of this Agreement, provided that the Party so prevented from performance

of its obligations herein, shall not have caused such Force Majeure.

17.2 The Party so prevented shall have used reasonable diligence to avoid such Force

Majeure or ameliorate its effects, and shall continue to take all actions within its power to

comply as fully as possible with the terms and conditions of this Agreement.

17.3 Except where the nature of the event shall prevent it from doing so, the Party suffering

such Force Majeure shall notify the other Party in writing within Seven Days after the

occurrence such Force Majeure and shall in every instance, to the extent reasonable and

lawful under the circumstances, use its best efforts to remove or remedy such cause with

all reasonable dispatch.

17.4 In the event of Force Majeure persists for a consecutive period of more than 3 months

then the other Party shall have the option to terminate the Agreement without incurring

any liability. This shall be applicable only in case of Labour Strike and Lock Out

Circumstances.

18. EMPLOYEES OF THE THIRD PARTY

18.1 The Third Party shall be solely and wholly responsible for the employment of its Workers and for discharging all obligations to or in connection with such Employees for Payment of Wages, Salaries and providing all Amenities and benefits that may be required according to the Law for the time being and from time to time in force and applicable to its establishment and/or for the Workers employed in connection with this Agreement.

18.2 It is expressly agreed between the Parties that any Statutory Liability arising out of Employment, Non-employment (including accidents) and Non-payment of Statutory Benefits to its Workers will be to the account of the Third Party.

18.3 That the Third Party shall ensure the compliance of all applicable

Laws/Rules/Regulations/Circulars/Notifications/Ordinances/Guidelines etc. issued by

the different Departments of State/Central Governments from time to time under Food

Laws or any other Enactments required for the execution of this Agreement. Any loss

or damages caused due to non compliance, the Third Party shall take all responsibility.

19. MODIFICATION & AMENDMENT IN THE AGREEMENT

19.1 No modification and amendment of the terms and conditions of this Agreement shall be valid or binding unless made in writing and duly executed by the Parties. Any Term, Condition and Clause of this Agreement can be modified and or amended with mutual written consent of the Parties.

19.2 Any such amended Terms Conditions and/or Clause shall be binding upon the Parties during the pendency or extended period of the Agreement.

20. REPRESENTATION & WARRANTIES

Each Party represents and warrants to the other that:

20.1 It has full Power and Authority to enter into and to discharge its responsibilities under this Agreement.

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20.2 The making and performance of this Agreement does not violate any applicable Law or violate any other Agreement/Agreement to which it is a Party.

20.3 The First Party has not entered or shall not enter into any similar arrangement of its

own or understanding with any other Manufacturer and/or Supplier, without mutual written consent with Third Party for “Products” during the entire period of this Agreement.

20.4 In case of increase in demand for supply of “Product” and the Third Party fails to

supply such Quantity & Quality due to limitations of “Facilities”, the First Party shall advise the Third Party to enhance its Installed Capacity within a stipulated Time Frame, which would be not less than 6 Months; to meet the increased Demand. However, on denial/inability to enhance the Installed Capacity by Third Party the First Party will be at liberty to enter into any similar Agreement or Binding Contract with other for establishment of another Project. In the event of enhancement of Installed Capacity by the Third Party the Minimum Supply Guarantee of Raw Chilled Milk by Second Party in the instance of First Party to Third Party will be increased on “pro-rata”.

20.5 In case Third Party fails to deliver the requisite Processing & Packing Work in the

desired time the First Party reserves the rights to get the Product processed elsewhere after service of Notice not less than a period of 3 months. If Third Party fails to improve/enhance its capacity within period specified the said notice, which in no case shall be less than 60 days or refuses to do so then the First Party reserves the rights for entering the Agreement/Agreement for the exceeding capacity only.

21. MONITORING MANAGEMENT COMMITTEE:

21.1 A Committee shall be formed by All the Parties for Monitoring Management Committee of the “Project” and “Facilities” and evaluation & recommendations for fixing, revision, variation etc. of Prices, addition/deletion of Products, improvement in Packaging Size, Design etc.

21.2 The Members of the Committee – titled “ Monitoring Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” shall be as under: I Representative of First Party - Member Ii Representative of Second Party - Member Iii Representative of Third Party - Member Secretary

21.3 The Meeting of the “Monitoring Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” shall be convened at least on quarterly basis by the Member Secretary.

22. NOTICES

22.1 All Notices, Requests for written approval and other communication provided for in this

Agreement shall be submitted in writing and transmitted by Registered Post, Prepaid

Registered Airmail, Courier Service, E-mail or Facsimile transmission as follows:-

If to First Party: The Managing Director, The Odisha Milk Federation Limited (OMFED) D-2, SAHEED NAGAR, BHUBANESWAR (ODISHA) - 751 007 Tel. No.: 0674-2540273

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Email – [email protected] Fax- 91-674-2540974 If to Second Party GENERAL MANAGER THE CUTTACK DISTRICT COOPERATIVE MILK PRODUCERS UNION LIMITED MANJUSHREE BUILDING, MAHANADI VIHAR, CUTTACK Telephone Number- Email - [email protected] & [email protected] Fax- If to Third Party The Partner/Managing Director, Name of Selected Private Partner. REGISTERED OFFICE: Telephone Number- Email –

22.2 Such Notices or other communications shall be deemed to have been validly given on: 22.2.1 SEVEN (7) days after if transmitted by Mail; 22.2.2 SEVEN (7) days the date of receipt, if transmitted by Courier; or 22.2.3 SEVEN (7) days the date immediately after the date of transmission with confirmed

answer back, if transmitted by E-mail or facsimile transmission, which ever shall first occur.

22.3 Either Party may, if need be; change its address or representative for receipt of notices

or other communications provided for in this Agreement by giving the other Party not less than fifteen days prior written notice in the manner prescribed herein above.

22. TERMINATION OF AGREEMENT 22.1 This Agreement shall commence from the date of Signing and shall continue for an

exclusive period of _____ years, which may be extended by the mutual written consent of the Parties hereto.

22.2 This Agreement may be terminated by either Party:

I. In the event the either of the Party is declared as insolvent by a Court of Law having jurisdiction over the Parties hereto or

ii. Upon the appointment of any Receiver or Trustee to take possession of the

Property of the either of the Parties hereto or iii In the event of a Material Breach of any of the provisions hereof by either of the

Parties hereto and if such Breach is not addressed within 30 (Thirty) Business Day of such Material Breach.

22.3 The Expiration or Termination of this Agreement for any reason whatsoever shall not relieve the Parties hereto from its obligations to perform, in accordance with the Terms

and Conditions of this Agreement, pursuant to any order received and accepted prior to the effective date of such termination or expiration.

23. CONSEQUENCES OF TERMINATION 23.1 Upon Termination of the Agreement, the Third Party shall, against payment received

from the First Party herein, forthwith hand over to the Representative or Authorized Person of the First Party: i All Stocks of the Products manufactured by the Third Party pursuant to and in terms

of this Agreement.



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ii. All unutilized Raw Material and Packing Materials meeting to the quality norms and all the specifications in connection with the Products.

iii. All documents pertaining to Raw Material and Packaging Materials in connection with the Products or orders placed or for Raw Material and Packaging Materials in transit, in accordance with this Agreement.

iv. The deposit and advance given under this Agreement. 23.2 The Third Party shall borne all loses, damages sustain to First Party due to latches

attributable to the Third Party.

24. ARBITRATION

24.1 Any dispute or difference between the parties as to the effect, interpretation or application of this Agreement or as to their rights ,duties or liabilities there under, or as to any act, matter or thing arising out of, consequent to or in connection with this Agreement (hereinafter referred to as ‘The Difference’) shall be resolved amicably through negotiations. Such negotiations shall commence within a period of thirty days of the issue of notice by either Party calling for the same (hereinafter referred to as ’The Notice’).

24.2 In the event that such negotiations fail to resolve “The Difference” within a period of

thirty days from the date of receipt of Notice by the other Party, either Party may invoke this Arbitration Clause under notice to the other. “The Difference” shall be referred to and finally resolved by a sole Arbitrator to be nominated by both the Parties in accordance with the Arbitration & Conciliation Act- 1996 & its subsequent amended provisions.

24.3 The place of Arbitration shall be BHUBANESWAR (Odisha) only and the language of

arbitration shall be English. 24.4 The Award of Arbitration shall be final and binding upon both the Parties. 25. JURISDICTION Subject to Clause No.: 21, the Court of Bhubaneswar (Odisha) will have Jurisdiction to

try the matter relating to the Arbitration proceedings. 26. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the Laws of India and the Parties agree to submit to the Sole Jurisdiction Courts in Bhubaneswar (Odisha).

27. GENERAL

27.1 This Agreement may not be altered or modified except by a written agreement or addendum signed by Authorized Representatives by all the Parties.

27.2 No delay or failure of either Party in exercising any right and no partial or single exercise of any right shall be deemed to constitute a waiver of that right or any other rights under this Agreement.

27.3 If any provision, or portion thereof, of this Agreement is invalid or unenforceable under any applicable Statute or Rule of Law, the Agreement shall be valid except it is to that extent to be deemed omitted.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the Authorized Signatories thereunto duly authorized as of the date first mentioned above.

FOR AND ON BEHALF OF FIRST PARTY The Odisha Milk Federation Limited (OMFED) D-2, SAHEED NAGAR, BHUBANESWAR (ODISHA) – 751007 Tel. No- 0674-2540273

SIGNATURE: NAME: DESIGNATION: WITNESS

SIGNATURE: NAME: DESIGNATION: ADDRESS : D-2 , Saheed Nagar, Bhubaneswar, 751007

FOR AND ON BEHALF OF SECOND PARTY THE CUTTACK DISTRICT COOPERATIVE MILK PRODUCERS’ UNION LTD. MANJUSHREE BUILDING, MAHANADI VIHAR, CUTTACK

SIGNATURE: NAME: DESIGNATION: FOR AND ON BEHALF OF THIRD PARTY Name REGISTERED OFFICE: SIGNATURE: NAME:

DESIGNATION: WITNESS SIGNATURE: NAME: DESIGNATION: ADDRESS :

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Schedule A to The Agreement Dated:……………. Defined Tentative List of Products, Which is Subject to Change

on Mutual Consent From Time- To Time.

S. No

Particular Price of Processing / Manufacturing Rs./Unit

without GST/Tax

1 Processing/Pasteurization/Standardization of Raw Chilled Milk in Bulk Container








9 The Offer Price as % of MRP per litre of milk marketed Excluding all Taxes if land is provided by OMFED

10 The Offer Price as % of MRP per litre of milk marketed Excluding all Taxes if land is provided by the Third party

Terms & Conditions:

9. In case of eligible Entrepreneurs or Companies having their own land in the district of Khurda / Cuttack, should submit Financial proposal in separate sealed envelope for different sites subscribing UHT plant on OMFED land and UHT plant on Own land.

10. Prices are inclusive of Primary Packaging material including EVOH Film 100 Micron, 7 Layer, minimum

9% EVOH.

11. These Prices are Tentative and indicative, as well. However, the actual Prices shall be evaluated by the

“Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” and shall be recommended for approval by the Competent Authority of OMFED.

12. EVOH films shall provide 90 days Shelf Life under HACCP specified conditions of storage.

13. Prices are inclusive of Processing cost- i.e. Labor cost, utilities cost (Steam, Air, Water, Electricity, CIP

Chemicals, Consumables) etc. but excluding Taxes as per governing statute .

14. GST or any other Taxes will be extra, if applicable as per the Law of Land.

15. Price shall vary as per the market fluctuations in relation to the Packaging Material & its Process

constituents will be reviewed and approved by the Consortium Committee. The price variance chart shall

be provided by Third Party as and when required so as to incorporate the latest variations in the Prices.

16. The second party shall be at a liberty to supply raw milk as per mutually agreed quality standard up to 1

(one) Lakh liters per day during milk flush season and this surplus quantity would be taken in to account

while calculating the average during the calendar / financial year.

SIGNATURE: NAME: DESIGNATION: SIGNATURE: NAME: DESIGNATION:

SIGNATURE: NAME:

DESIGNATION: SIGNATURE: