Industries & Mines Department, Government of Gujarat Block No. 1/2, 7th floor, Udhyog Bhavan, Sector -11, Gandhinagar-382010 COMMISSIONER OF GEOLOGY AND MINING Roopwant Singh, IAS Commissioner of Geology and Mining, Government of Gujarat E-TENDER NOTICE SELECTION OF EXPLORATION AGENCY FOR EXPLORATION OF BENTONITE CGM/TECH/EXPL/18-19/ Date: 12.12.2018 E-Tenders are invited from eligible Bidders for exploration of Bentonite in Kachchh district for the following block: Details are available in the Tender document which can be downloaded from nprocure portal/ CGM Websites. For further details, please visit www .cgm.gujarat.gov.in/ www .nprocure.com . Please note: Pre-Bid Meeting: 19.12.2018 at 11:30 Hours Last date of Bid submission is 09.01.2019 till 1800 Hours Name of the Block/village Tentative No. of Boreholes Tentative Meterage Raydhanjar Part-2 570 28500 m
Transcript
Industries & Mines Department, Government of Gujarat
RFP along with Draft Exploration Services Agreement
Area Location Map
v. Purchase of Bid Documents
The Bid document can be downloaded from nprocure portal/ CGM website.
vi. Period of issue of Bid Documents
12/12/2018 to 09/01/2019
vii. Validity of Proposal submitted
Atleast 180 (one hundred and eighty) days from the last date of submission of Bid.
viii. Amount and Validity of Earnest Money Deposit (EMD)
INR 12,80,000 Lakh (INR Twelve Lakh Eighty Thousand Only) and should be valid for 180 days from the Bid Submission Date, with further claim period of 120 days beyond the validity date of Earnest Money Deposit
ix. Performance Security 5% of Contract Value
x. Schedule for Site visit by interested Bidders
12/12/2018 to 09/01/2019
xi. Manner of Proposal submission
Bidder must submit proposal in the manner prescribed in this Bid Document.
The Bidder is required to submit Techno-Commercial Proposal (consisting of Bid Forms and Annexures mentioned in Section 11) and Price Offer on the electronic platform. Hard copy of Techno-Commercial Proposal shall be submitted as specified in this Bid Document. Price Offer shall be submitted on the electronic platform only. Bidder shall not submit hard copy of Price Offer.
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Sl. No.
Particulars Information
xii. Last Date and time of Submission of Proposal
09.01.2019 till 1800 Hrs
xiii. Technical Criteria to be met
Stipulated in Section 18. of Specific Conditions of Bid Document
xiv. Financial Criteria to be met
Stipulated in Section 18. of Specific Conditions of Bid Document
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PART I: General Conditions of Bid Document
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2. Disclaimer
2.1. This Bid document along with its Annexure and Schedule is not transferrable.
2.2. This document is not an agreement or an offer by CGM to Bidders or any third party. The purpose
of this document is to provide information to interested parties to facilitate the formulation of their
Proposal for qualification and price bid. This document does not constitute and will not be deemed
to constitute, any commitment on the part of CGM. Furthermore, this document confers neither any
right nor expectation on any party to participate in the bid contemplated herein.
2.3. This document does not implicate to contain all the information required by the Bidder. The
document may not be appropriate for all persons, and it is not possible for CGM to consider the
needs of each party who uses or reads this document. The concerned parties should conduct their
own investigations and analysis and should verify the accuracy, reliability and completeness of the
information in this document and obtain independent advice from appropriate sources.
2.4. Neither CGM nor its employees or its consultants make any representation or warranty as to the
accuracy, reliability or completeness of the information in this document.
2.5. Neither CGM nor its employees or consultants shall have any liability to any Bidder or any other
person under the law of contract, tort, the principles of restitution or unjust enrichment or otherwise
for any loss, expense or damage which may arise from or be incurred or suffered in connection with
this document, or any matter deemed to form part of this document, the award of the work, or the
information and any other information supplied by or on behalf of CGM or its employees, any
consultants or otherwise arising in any way from the selection process .
2.6. The bidder should confirm that the bid document issued by CGM is complete in all respects. In the
event that the document or any part thereof is missing, the Bidder must notify CGM immediately at
2.7. The document and the information contained herein are strictly confidential and privileged and are
for the exclusive use of the party to whom it is issued. This document must not be copied or
distributed by the recipient to third parties (other than, to the extent required by the applicable law or
in confidence to the recipient's professional advisors, provided that such advisors are bound by
confidentiality restrictions at least as strict as those contained in this document). In the event that
after the issue of the document the recipient does not continue with its involvement in the bidding
process for any reason whatsoever, this document and the information contained herein must be
kept confidential by such party and its professional advisors at all times.
2.8. CGM reserves the right to change, modify, add, alter the document or cancel the bidding process
without assigning any reasons thereof, at any stage during the bidding process before the Bid
Submission. All parties to whom this document has been issued shall be informed of any such
change. The Bidders or any third party shall not object to such changes/ modifications/ additions/
alterations explicitly or implicitly. Any such objection by the bidder shall make the Bidder's proposal
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liable for rejection by CGM. Further objection by any third party shall be construed as infringement
on confidentiality and privileged rights of CGM with respect to this Bid Document. It is clarified that
CGM would not entertain request for any change in the bid documents once any particular stage of
bidding process is concluded to which such requested change is related to.
2.9. The Bidder shall not make any public announcements with respect to this Bidding process or this
document. Any public announcements to be made with respect to this bidding process or this
document shall be made exclusively by CGM. Any breach by the bidder of this clause shall be
deemed to be noncompliance with the terms and conditions of this document and shall render the
proposal of qualification liable for rejection. CGM's decision in this regard shall be final and binding
upon the Bidder.
2.10. It is clarified that provisions of clause 2.7. shall not apply to information relating to this document
already available in the public domain prior to the issue of this bid document.
2.11. The bidder shall bear all costs associated with the preparation and submission of the proposal. CGM
and their consultants shall not, under any circumstances, be responsible or liable for any such costs.
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3. List of Abbreviations
CGM Commissioner of Geology and Mining
EMD Earnest Money Deposit
ESA Exploration Services Agreement
FY Financial Year
GMRDS Gujarat Mineral Research & Development Society
INR or Rs. Indian National Rupees or Legal tender currency of India
Lakh Hundred Thousand OR 100,000
LOA Letter of Award
M or m Meter
NIT Notice Inviting Tender
No. Number
POA Power of Attorney
RFP Request for Proposal
Tel. Telephone
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4. Definitions and rule of construction
4.1. Definitions
4.1.1 Agency: The Agency would be the Bidder selected through the Bidding Process, as ascribed to in
this Bid Document, who would sign and execute the Exploration Services Agreement and/or legal
agreements as prescribed by the laws applicable, with CGM. The Agency shall include its legal
representatives, successors and permitted assigns.
4.1.2 Affiliate: means and includes with respect to any Person, any other Person directly or indirectly
Controlling, and Controlled by or under common Control with such Person and shall include Holding
and Subsidiary Companies.
4.1.3 Applicable Laws: shall mean all applicable statutes, laws, by-laws, rules, regulations, orders,
ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other
requirements or official directive of any governmental authority or court or other law, rule or
regulation approval from the relevant governmental authority, government resolution, directive, or
other government restriction or any similar form of decision of, or determination by, or any
interpretation or adjudication having the force of law in India.
4.1.4 Authorized Representative / Authorized Signatory: Each Bidder shall designate maximum of
one person authorized to represent the Bidder in all matters pertaining to its Proposal. Such person
shall constitute the Authorized Representative /Authorized Signatory of the Bidder. The Authorized
Representative /Authorized Signatory should hold the power of attorney in the format provided in
Section 10.7. duly authorizing him/her to perform all tasks including but not limited to sign and
submit the proposal; to participate in all stages of the Bidding Process; to correspond for and on
behalf of the Bidder, and to execute the ESA and any other documents required to give effect to
the outcome of the Bidding Process. The original power of attorney, duly notarized, in favor of the
Authorized Representative and Signatory shall be enclosed by the Bidder along with the covering
letter. Further, it is clarified that any one Authorized Signatory can also commit Bidder on all matters
i.e. even if one Authorized Representative sign/agree on any matter with CGM, same shall be
binding on the Bidder. No change in Authorised Representative would be made without prior written
consent of the CGM. Authorised Representative shall normally be from Lead Member and each of
the consortium member shall issue separate authorization in favour of Lead Member authorizing
lead member to commit them for all acts and deeds in relation to this bid through Authorised
Representative. Each consortium member other than the Lead Member shall also designate a
member as Authorised Representative to represent the consortium member in all matters
pertaining to its Proposal.
4.1.5 Price Offer: Price Offer shall have the meaning as described in Section 8.7.2. of this Bid Document.
4.1.6 Bidder: Any Bidding Entity and/ or Bidding Consortium shall be referred to as Bidder.
4.1.7 Bidding Consortium: If the Bid for the proposed project has been made by more than one
Corporate Entity, then this group of Corporate Entities is referred to as the Bidding Consortium.
Bidding Consortium can be of maximum three Corporate Entities. It is clarified that provisions of
Bidding Consortium applies to each of the individual members as well.
4.1.8 Bidding Entity: Bidding Entity shall mean a single Corporate Entity, incorporated under the
applicable Laws that has submitted a Proposal in response to the RFP.
4.1.9 Bidding Process: The procedural activities formed under this Bid Document for selection of the
Agency shall be referred to as Bidding Process.
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4.1.10 Bid Document/Bidding Document: The Bid document comprises of press notification, notice
inviting tender, bid data sheet, bidding schedule, disclaimer, abbreviations, definitions, rules of
construction, description of the selection process, qualifying requirements and instruction to
Bidders, etc. to enable the Bidders to prepare their Proposal for selection of exploration agency
through competitive bidding and shall include any modifications, amendments/corrigenda or
alterations or clarification thereto. The documents are as follows:
a) Request For Proposal (RFP)
b) Draft Exploration Services Agreement
c) Area Location Map
d) Any corrigendum(s)/clarification(s)/ amendments to the Bid Document issued by CGM. The
corrigendum(s)/clarification(s)/ amendments shall prevail over the documents mentioned in
Section 4.1.10 a), Section 4.1.10 b) and Section 4.1.10 c).
4.1.11 Bid Submission Date/Bid Due Date: The last date for submission of Bid as per Bidding
Schedule as specified in Section 16.
4.1.12 Bid Validity Period: Shall have the meaning as defined in Section 10.7.
4.1.13 Contract Period: Contract Period shall have the meaning as defined in the draft Exploration
Services Agreement.
4.1.14 Control: shall have the meaning ascribed to it in Section 2(27) of the Companies Act, 2013 and
the word controlling shall be construed accordingly.
4.1.15 Corporate Entity: means a company as defined in the applicable Companies Act and shall also
include any company incorporated outside India as per law applicable in the country of its
incorporation.
4.1.16 Earnest Money Deposit (EMD): Earnest Money Deposit or EMD shall have the meaning as
defined in the Section 7.1.
4.1.17 Exploration Charge: shall mean the charge per metre, for the exploration carried out as per
ESA, quoted by the Bidders as per the Bid Document.
4.1.18 Exploration Services Agreement or ESA: Shall mean the agreement signed between CGM
and the Agency (Bidder selected through the Bidding Process in accordance with this Bid
Document) for exploration of mineral blocks in Gujarat.
4.1.19 Financial Year or Accounting Year: Financial Year or Accounting year shall mean the 12 month
period from 01st April to 31st March corresponding to the audited financial statements in India.
In case of the companies incorporated in countries other than India and only for the purpose of
meeting the Technical qualifications as per Technical Criteria mentioned in Section 18, and
Financial qualifications as per Financial Criteria mentioned in Section 18, the Financial Year or
Accounting year shall mean a 12 month period corresponding to the audited financial statements
as applicable in their respective country.
4.1.20 Lead Member of the Bidding Consortium: “Lead Member” in case of Bidding Consortium shall
mean the member that shall fulfill the entire Financial Criteria on its own. All the Members in the
consortium shall be severally and jointly responsible for all liabilities including operational,
financial, legal, environmental and technical liabilities on behalf of the Bidding Consortium.
4.1.21 Letter of Award or LOA: shall mean the letter issued by CGM to the Successful Bidder as
defined in Section 7.13.
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4.1.22 Member in Bidding Consortium: Each individual company/corporate entity in the Bidding
Consortium is referred to as a Member in the Bidding Consortium.
4.1.23 Net Worth: Net Worth shall be calculated as per the definition given in the Companies Act, 2013
of India, i.e. the aggregate value of the paid-up share capital and all reserves created out of the
profits and securities premium account, after deducting the aggregate value of the accumulated
losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited
balance sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation.
4.1.24 Other Member: Other Member(s) shall mean the member of Bidding Consortium other than the
Lead Member.
4.1.25 Performance Security: Performance Security shall mean the bank guarantee to be furnished
by the Successful Bidder or Agency for an amount as given in Section 18. The Performance
Security shall be revised in accordance with Exploration Services Agreement during the Contract
Period.
4.1.26 Promoter: shall have the meaning ascribed to it in Section 2(69) of the Companies Act, 2013.
4.1.27 Proposal: Proposal shall mean the submission of the following by a Bidder pursuant to this Bid
Document:
a) Techno-Commercial proposal consisting of Qualification Proposal along with any additional
information/clarification; and
b) Price Offer
4.1.28 Qualified Bidder: Qualified Bidder shall have the meaning as defined in the Section 7.9.3.
4.1.29 Section: means a Section in the RFP.
4.1.30 Site: Site shall mean the site at which the blocks are located.
4.1.31 Successful Bidder: shall mean the Bidder selected as Agency through this tendering process
as per Section 7.12.1.
4.1.32 Techno-Commercial Proposal: shall comprise of the documents as described in Section 8.1.
including all the forms and formats provided in Section 10.
4.1.33 Turnover: aggregate value of the realization of amount made from the sale, supply or distribution
of goods or on account of services rendered, or both, by the company during a financial year.
Other income shall not be considered for arriving at annual turnover.
All other capitalized words not defined herein shall have the same meaning as ascribed to them in the
Exploration Services Agreement. Terms and expressions not defined anywhere in the Bid Documents shall
have the same meaning as are assigned to them in Indian Contract Act, 1872 and failing that in General
Clauses Act, 1897.
4.2. Rules of Construction
4.2.1. A reference to this Bid Document includes all Sections, Clauses, Annexure, Schedules,
Attachment or paragraph of this document.
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4.2.2. Words imparting singular shall also include plural and vice-versa and any word defined in the
singular shall have the corresponding meaning when used in the plural and vice versa.
4.2.3. The titles or headings in this Bid Document are for convenience and easy reference only and
shall not be taken into account for the purpose of construction or interpretation of this Bid
Document.
4.2.4. Any reference to “person” shall include companies, firms, corporations and associations or bodies
of individuals, whether incorporated or not and shall include their respective successors in
business and permitted assigns.
4.2.5. A reference to any gender includes the other gender.
4.2.6. A reference to any legislation or legislative provision includes any statutory modification or re-
enactment of, or legislative provision substituted for, and any subordinated legislation issued
under, that legislation or legislative provision.
4.2.7. The metric system of measurement shall be used for the purpose of submitting this offer.
4.2.8. Unless otherwise specified, a reference to a Section, Clause, Annexure, Schedule, Attachment or
paragraph is a reference to a Section, Clause, Annexure, and Schedule, Attachment or
paragraph of this document.
4.2.9. A reference to Rs, INR or Rupees is to the lawful currency of Republic of India unless specified
otherwise.
4.2.10. A reference to an agreement, deed, instrument or other document include the same as amended,
novated, supplemented, varied or replaced from time to time.
4.2.11. The terms “include” and “including” shall be deemed to be suffixed with the words “without
limitations”, whether or not so followed.
4.2.12. The expression "writing" or "written" shall include communications by electronic mail and letter.
4.2.13. The expression “day” shall refer to a calendar day. In case the last date of any activity specified in
this bid document falls on a non- working day, the next working day or any other day so as
notified by CGM, shall be considered as the last date for such activity.
4.2.14. The requirement of consent of CGM wherever appearing in the Bid Document shall always mean
the prior written consent of CGM.
4.3. Governing Law and Jurisdiction of Courts
This Bid Document and Bidding Process shall be governed by and construed in accordance with
Applicable Laws in force in India. The courts in Gandhinagar (Gujarat, India) shall have exclusive
jurisdiction over all disputes arising under, pursuant to and/or in connection with the Bid Document and
Bidding Process.
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5. Introduction
The Commissioner of Geology and Mining (CGM) is working under the Industries and Mines Department,
Government of Gujarat, India. Its 32 mineral offices are working at the respective districts of the State.
Mineral exploration circles are present at Vadodara, Ahmedabad and Rajkot. Flying Squad officers are
working at Rajkot and Gandhinagar. It comprises a core team of Commissioner, Additional Directors. Dy.
Director, Sr. Geologist, Geologist, Assistant Geologist, Chemist with technical & office staff. CGM is
supported on technical front by the Gujarat Mineral Research and Development Society (GMRDS) and
Petrography and Mineral Chemistry (PMC) Laboratory to undertake research and development in the field
of mineral analysis & testing of ores, rocks & mineral samples.
The main functions of Commissioner of Geology and Mining are searching and exploration of mineral wealth
of the State by adopting state-of-the-art exploration techniques, mineral administration with conservation
and preservation, increase State’s mineral revenue through higher production of minerals & their
sustainable development framework, encourage value addition of minerals usage through promotion of
mineral based industries in the State and prevention of illegal mining. CGM has formulated the minor
mineral policies for the State for Granite, China Clay, Bentonite and Black Trap. The policies have
emphasized on promoting the respective mineral sectors in the State along with the need for exploration in
order to identify mineral blocks for auction.
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6. Qualification requirements
6.1. Eligibility criteria
6.1.1. Only Eligible Entities i.e., companies, partnership firms, LLP and Consortium of companies and/or
partnership firms and/or LLP shall be eligible to participate in this RFP.
6.1.2. The following companies are eligible for participation:
a) companies incorporated in India under the Indian Companies Act, 1956, or Companies Act,
2013, as the case may be; or
b) companies incorporated outside India.
6.1.3. In case of firms, only partnership firms are eligible for participation and sole proprietorship firms
are not eligible.
6.2. Qualification Criteria
The Bidders shall furnish all the details as per Technical Criteria and Financial Criteria mentioned below:
6.2.1. Technical Criteria
The Technical Criteria is as stipulated in Section 18.
6.2.2. Financial Criteria
The Financial Criteria is as stipulated in Section 18.
6.2.3. Documentary proofs and instructions required to fulfil Eligibility Criteria and Qualification
Criteria
a) Documentary proofs and instructions required to fulfil Eligibility Criteria
Certificate of incorporation of the company/firm shall be submitted by the Bidder.
b) Documentary proofs and instructions required to fulfil Technical Criteria
The last 07 (seven) Financial Years considered by bidder should be last 07 (seven) Financial
Years completed before Bid Due Date.
Certificate from the contract owner certifying the exploration, drilling and other activities
undertaken by the Bidder and the copy of work order.
In case equipment are owned, proof of ownership should be provided and purchase order to
be submitted.
Detailed Curriculum Vitae of the personnel to be submitted.
c) Documentary proofs and instructions required to fulfil Financial Criteria
The terms Net Worth and Turnover shall have the meaning and definition as stated in this Bid
Document.
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The financial figures shall be in INR or in equivalent foreign currency, in case of which the
exchange rate published by the Reserve Bank of India (RBI) as on the date of issuance of Bid
Documents shall be used. In case, the exchange rate of the currency is not published by RBI,
then Bidder shall consider the average of telegraphic transfer (TT) Buy rates and TT Sell rates
published by SBI as on the date of issuance of Bid Documents. In case, exchange rate of the
currency is not published by SBI, then USD to local current rate as published by central bank
of respective country shall be considered.
For the Financial Criteria as mentioned in Section 6.2.2, the Bidder shall submit
o Audited standalone financial statements of the Entity whose financial strength is taken into
consideration. It is clarified that all financial criteria should be met by any one member of
consortium on its own.
o Certificate from statutory auditory certifying the Networth and Turnover calculation, as
defined in this Bid document. It is clarified that certificate should be issued by current
statutory auditor of the company whose financial strength is considered.
o In case of foreign currency figures other than the currency published by RBI or SBI, the
Bidder shall also submit the USD conversion rate published by the respective country’s
Central Bank for the corresponding date and the same shall be certified by Statutory
Auditor.
In case the Bidder is not able to furnish its audited financial statements on stand alone entity
basis, the unaudited unconsolidated financial statements of the Bidder can be considered
acceptable provided the Bidder further furnishes the following documents for substantiation of
its qualification:
o Copies of the unaudited unconsolidated financial statements of the Bidder along with
copies of the audited consolidated financial statements of its Holding Company.
o A Certificate from the Chief Executive Officer (CEO)/Chief Financial Officer (CFO) (who is
authorised by Board of such company) of the Holding Company, stating that the unaudited
unconsolidated financial statements form part of the Consolidated Financial Statements of
the Company.
In case where audited results for the last preceding financial year are not available, certification
of financial statements from the Statutory Auditor shall also be considered acceptable.
6.3. Routes of Bidding
The Proposal is to be submitted by any one of the following routes:
a) Route A: Single Bidding Entity ;
or
b) Route B: Bidding Consortium - Members of Bidding Consortium shall be any domestic or foreign
entity incorporated in India or abroad as per respective Applicable Laws.
A Bidder shall submit only one Proposal either as a single Bidding Entity or as part of a Bidding
Consortium.
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6.3.1. Route A: Bidding Entity qualifying on its own
a) Under Route A, Bidder should be an Entity meeting Technical Criteria as per Section 6.2.1. on
its own.
b) Under Route A, Bidder should be an Entity meeting Financial Criteria as per Section 6.2.2.
considering standalone financial statements.
6.3.2. Route B: Bidding Consortium
a) Bidder may be Consortium of up to three Corporate Entities.
b) In case the Bidder is a Bidding Consortium, the Proposal must be submitted in the name of the
Bidding Consortium signed by the Authorised Representative of the Consortium. The Authorized
Representative should belong to the Lead Member.
c) In case the Bidder is a Bidder Consortium, any one member of the Consortium shall meet the
entire Technical Criteria mentioned in Section 6.2.1.
d) In case the Bidder is a Bidder Consortium, Lead Member shall meet the entire Financial Criteria
mentioned in Section 6.2.2.
e) In case the Bidder is a Bidding Consortium, none of the members are allowed to draw any
technical or financial strength from its Affiliate.
f) Net Worth of each member of the consortium as on the last date of the last financial year,
considered for meeting Financial Criteria, should be positive.
g) Each member should meet the either
Atleast any of the Technical Criteria mentioned at clause 6.2.1.
Or
Atleast any of the absolute values of the Financial Criteria mentioned at clause 6.2.2.
h) All the Consortium members will be required to furnish a legally enforceable Consortium
Operating Agreement (COA) along with Techno- Commercial Bid holding themselves jointly and
severally liable to CGM to perform all contractual obligations, valid for entire Contract Period as
per format enclosed in the bidding documents. The number of executants of the COA should not
exceed three.
i) All members shall submit Board Resolution as per format provided at Section 10.6.
j) In case of Bidding Consortium, EMD can only be issued by Lead Member of the Consortium.
k) In case of Bidding Consortium, any member can purchase the Bid Documents.
6.4. Other conditions for Bidders
6.4.1 The Bidding Entity/the Lead Member of Bidding Consortium should designate one person to
represent the Bidding Entity/Bidding Consortium in its dealings with the CGM. The person so
designated shall be authorized to perform all tasks including, but not limited to providing
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information, responding to enquiries, entering into an agreement on behalf of the Bidder.
6.4.2 The Bidder should submit the power of attorney (s), authorizing the signatory of its Proposal
to commit the Bidder, along with submission of Proposal as per the format provided in Section
10 of this Bid Document.
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7. Description of bidding process
7.1. Bid Security/Earnest Money Deposit (EMD)
7.1.1. The Proposal submitted by the Bidders shall be accompanied by Earnest Money Deposit (EMD) of
amount as stipulated in Section 18 in favor of CGM, Gandhinagar from any Nationalized/ Scheduled
Bank payable at Gandhinagar, in the form of irrevocable bank guarantee in the proposed format in
this document or in the form of demand draft. The EMD shall remain valid for a period of 180 days
from the date of submission of bids with an additional claim period of 120 days with the bank
guarantee being payable at par in Gandhinagar.
7.1.2. The EMD of the unsuccessful Bidders shall be returned within one month of the signing of the
Exploration Services Agreement with Agency. For the successful Bidder this EMD shall be returned
within one month of submission of Performance Security as defined in the ESA. The EMD amount
shall not bear any interest.
7.1.3. The EMD of successful bidder shall be returned within one month of signing of ESA. In case the
EMD is required to be extended by the successful Bidder beyond the period mentioned in Section
7.1.1. above, for any reason, the successful Bidder shall extend it for such further period as CGM
may reasonably require. The validity of the Earnest Money Deposit shall in any event extend till the
submission of the Performance Security by the successful Bidder.
7.1.4. The EMD can be forfeited and appropriated by CGM as a genuine pre-estimated compensation
and damages payable to CGM for, inter alia, the time, cost and effort of CGM without prejudice to
any other right or remedy that may be available to CGM hereunder, or otherwise, under the
following conditions:
a) if the Bidder withdraws or alters or modifies or revokes its Bid, partially or fully, during the Bid Validity Period or any extension granted thereof as per terms of this RFP document;
b) if any of the claims, confirmations, statements or declarations of the Bidder is found to be incorrect or in case of any material misrepresentation of facts;
c) if the Successful Bidder fails to sign the ESA within 30 (thirty) days from the date of issue of the Letter of Award unless such delay is on account of CGM;
d) if the Successful Bidder/Agency fails to furnish the Performance Security within 30 (thirty) days from the date of issuance of LOA unless approved by CGM in writing;
e) if a Bidder engages in a corrupt practice, fraudulent practice, coercive practice, undesirable practice, restrictive practice, collusive bidding or bid rigging as specified in this RFP document;
f) if a Bidder withdraws its Bid before completion of the Bidding Process during the Bid Validity Period;
g) if the Bidder is otherwise in breach of the terms of this document.
h) in case the Successful Bidder does not comply with the requirements of the Financial Proposal;
i) in case the Techno-Commercial Proposal of a Bidder contains any information of the Financial Proposal of the Bidder;
j) if a Bidder submits a conditional proposal; and
k) if any entity/Bidder submits more than one Bid, either as a single Bidder or as part of a consortium, all such Bidder and/or Bidding Consortium shall stand disqualified as well.
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7.1.5. The EMD shall be furnished as a Bank Guarantee from Nationalized/Scheduled Bank payable at
Gandhinagar as per the format given in Section 11.5. In case of foreign bidders (Bidders having
their registered office outside India), the Bid Security can be from any Bank other than
Nationalized/Scheduled Bank. However in such a case, the Bank Guarantee shall be confirmed by
a Nationalized/Scheduled Bank of India.
7.2. RFP Document
The RFP document can be downloaded from nprocure portal (www.nprocure.com) or CGM website
(www.cgm.gujarat.gov.in).
7.3. Pre-Bid Meeting
7.3.1. A pre bid meeting would be held to clarify and discuss issues with respect to the Bidding Process
and the Bidding Documents. The pre-bid meeting shall be held as per the details given in the
Bidding Schedule mentioned in Section 18 hereof.
7.3.2. A Bidder may raise their queries and suggestions during pre-bid meeting. However, CGM may in
its sole discretion but shall be under no obligation to amend the RFP or respond to any such queries
submitted by any Bidder.
7.3.3. Attendance of the Bidders at the pre-bid meeting is not mandatory.
7.3.4. Bidders who are interested in attending the pre-bid meeting shall inform the Contact Person of
CGM at least 2 (two) calendar day before the date of the pre-bid meeting, along with the number
of representatives who would be attending the pre-bid meeting. This is required to ensure that CGM
can make adequate arrangement for hosting the pre bid meeting, depending upon the total number
of attendees.
7.3.5. A maximum of 03 (three) members shall be allowed from each of the Bidder for attending the Pre-
Bid meeting who shall carry their authorization letter issued by the Bidder.
7.4. Issuance of Clarifications, Corrigendum and Amendment
7.4.1. Bidders may send their queries on the Bidding Documents or the Bidding Process through email
strictly in the excel (.xls) format as per the proforma attached in Section 14. The Bidders should
also submit the queries in editable version.
7.4.2. The last date for receipt of queries by CGM is indicated in the Bidding Schedule mentioned in
Section 16. CGM is not obligated to respond to all the queries. Queries received after this date may
not be entertained.
7.4.3. At any time prior to the Bid Submission Date, CGM may at its own initiative or in response to a
clarification requested by a Bidder, amend the provisions of RFP Documents and Draft ESA by
issuing Corrigendum (s) / Amendment(s) to the RFP.
7.4.4. Any clarifications/corrigendum/addendum shall be emailed to all the interested Bidders who have
purchased the Bid documents. The source of the query or suggestion shall not be revealed. Further,
CGM may further seek clarification from Bidders through email.
7.4.5. Bidders are also advised to regularly check the websites of CGM regarding posting of
Amendments, if any.
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7.4.6. The Clarification (s)/ Corrigendum (s) / Amendment(s) issued/emailed by CGM will be binding on
the bidders and it will be assumed that the information contained therein will have been taken into
account by the bidder in its bid.
7.4.7. Any Clarification (s)/ Corrigendum (s) / Amendment(s) issued by CGM subsequent to the date of
issuance of the RFP document will also be considered an integral part of the RFP Document and
any reference to the RFP document in the draft ESA shall include such Clarification (s)/
Corrigendum (s) / Amendment(s) also.
7.4.8. No verbal clarifications and information provided by CGM or its employee(s) or its representative(s)
or its consultant(s) shall in any way be binding on CGM unless subsequently confirmed through the
issuance of Clarification (s)/ Corrigendum (s) / Amendment(s).
7.4.9. In order to afford prospective Bidders reasonable time in which to take the Clarification (s)/
Corrigendum (s) / Amendment(s) into account, CGM may, at its discretion, extend the Bid
Submission Date.
7.5. Clarifications sought by CGM on Proposals submitted by the Bidders
During Techno-Commercial and Financial Proposal evaluation, the CGM may, at its discretion, ask the
Bidder for a clarification on any information provided in the Bid. The Bidder shall provide the requisite
clarifications within 07 (seven) days. The request for clarification and the response shall be in writing, to be
communicated either through e-mail or through a paper-based communication, and no change in the price
or substance of the Proposal shall be sought, offered or permitted except to confirm the correction of
arithmetical errors discovered by CGM in the evaluation of the Proposals, in accordance with the Bid
Document. In case Bidder does not respond within time provided by CGM, its proposal shall be liable to
disqualification or be evaluated based on information available with CGM.
7.6. Site Visit
7.6.1. The bidders are advised to familiarize themselves with local conditions and take them into account
in preparing their Proposals. To obtain firsthand information on the proposed assignment and on
the local conditions, bidders are encouraged to pay a visit to the blocks site before submitting a
Proposal as per the dates specified in the Bidding Schedule specified in Section 16.
7.6.2. It shall be further noted that a maximum of 5 members from each Bidder shall be allowed for Site
visit.
7.6.3. Considering Site being a restricted area, CGM shall have right but not obligation to accompany the
Bidder for such Site visits by the Bidders.
7.7. Selection Process
7.7.1 The objective of CGM is to select an Agency through competitive bidding who has the appropriate
technical experience and financial strength to ensure timely exploration of the blocks in accordance
with the requirement of CGM.
7.7.2 The Bidders shall require to submit Techno-Commercial Proposal and Financial Proposal or Price
Offer (PO), as specified in this RFP.
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7.8. Bidding Process (Techno- Commercial proposal and Price Offer)
The Bidder shall be required to submit following documents
a) Techno-Commercial Proposal as per the formats provided in the RFP; and
b) Financial Proposal or the Price Offer shall be submitted online only on the nprocure
platform. A sample format that shall be available on the nprocure platform for submission of
Price Offer is given in Section 11.
7.9. Evaluation of Techno-Commercial Proposal
7.9.1. The Techno-Commercial Proposal shall be evaluated to ascertain compliance of the Bidder with
the eligibility conditions and requirements under this Bid Document. While examining the Techno-
Commercial Proposal, CGM will consider that the Techno-Commercial Proposal:
a) is submitted as per the prescribed formats as given in Section 10. in this Bid Document along
with all required documents and information, meeting all general conditions and timelines
stipulated in this Bid Document;
b) is submitted by the Bid Submission Date including any extension thereof;
c) contains all the information (complete in all respects) including the Price Offer as requested in
this Bid Document;
d) does not contain any conditions or qualification deviation;
e) only one Techno-Commercial Proposal has been made by the Bidder (in case of Bidding
Consortium, no consortium member/ its Affiliate or promoter shall submit another bid
individually or with any other consortium). Similarly, in case of a Bidding Entity, Promoter,
Associate or Affiliate of the Bidding Entity shall not submit another bid individually or jointly with
any other Person;
f) is generally considered to be in compliance in terms of any other parameters as may be
considered relevant by the CGM; and
g) non-responsiveness in which case, the CGM has the right to reject such Proposals.
7.9.2. Marking scheme
The marking scheme for shortlisting of Bidders is given in Section 18.
7.9.3. Only those Bidders who score atleast 60 marks as per marking scheme given in Section 18. and
have submitted all documents as listed in this Bid Document to be provided as part of Proposal
shall be declared as the “Qualified Bidders”.
7.10. Opening of Price Offer
Price Offer (INR/ Meter: to be quoted in whole number and figures) of only Qualified Bidders shall be
opened.
7.11. Evaluation of Price Offer
7.11.1. The Qualified Bidder who submits the lowest Price Offer shall be declared as the “Successful
Bidder” on the opening of Price Offer.
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7.11.2. The Price Offer so arrived shall be equal to the Exploration Charge and shall remain fixed till the
date of signing of Exploration Services Agreement (ESA).
7.12. Issuance of Letter of Award (LOA)
7.12.1. CGM shall determine the Successful Bidder through the tender process outlined in Section 7.12.1
hereof. CGM shall issue the Successful Bidder a Letter of Award (LOA) confirming that it has been
accepted by CGM. Before issuance of the Letter of Award, CGM reserves the right to conduct due
diligence on the Bidder including right to visit the sites and asking for prepared geological reports
whose experience it had showcased for meeting the Technical Criteria and/ or Financial Criteria.
7.12.2. The Successful Bidder shall be required to carry out the following duties:
a) In case of Bidding Entity, such Successful Bidder shall be issued Letter of Award (“LOA”) by CGM
for executing the scope against the Exploration Services Agreement. Written acceptance and
acknowledgment of the LOA shall be provided by the Bidding Entity within 07 (seven) days of
issuance of such LOA. The Successful Bidder shall submit the Performance Security within 30
(thirty) days of issuance of LOA. After submission of Performance Security, the Bidding Entity shall
enter into the Exploration Services Agreement with CGM. The Bidding Entity shall be responsible
for performance of the obligations required to be performed in the Exploration Services Agreement.
b) In case a Bidding Consortium becomes the Successful Bidder, the Successful Bidder shall be
issued the Letter of Award (“LOA”) by CGM for executing the scope provided in the Exploration
Services Agreement. Written acceptance and acknowledgment of LOA shall be provided within 07
(seven) days of issuance of such LOA by the Authorized representatives of the Bidding Consortium
under common seal. The Successful Bidder shall submit the Performance Security within 30 (thirty)
days of issuance of LOA. After submission of Performance Security, CGM shall enter into the
Exploration Services Agreement with all the members of the Consortium.
All the members of the Consortium shall be jointly and severally responsible for all obligations and
liabilities relating to the Project, in accordance with the terms of the RFP and in accordance with
the terms of the Exploration Services Agreement
7.12.3. Execution of the Exploration Services Agreement shall be subject, inter alia, to the following
conditions precedent having been fulfilled by the Successful Bidder:
a) The Successful Bidder/members of the Bidding Consortium have submitted to CGM, the written
acceptance and acknowledgment of the LOA in the manner provided in Section 7.12.2 above;
b) Submission of Performance Security to CGM.
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8. Instruction to Bidders
8.1. Techno-Commercial Proposal
8.1.1. The Techno-Commercial Proposal shall comprise of the following:
a) Tender Fee as per Bid Data Sheet and NIT
b) Covering letter as per Section 10.1.
c) Summary of techno-commercial proposal as per Section 10.2.
d) Details to meet technical criteria for qualifying requirements as per Section 10.3. and requisite
supporting documents.
e) Details to meet financial criteria for qualifying requirements as per Section 10.4. and requisite
supporting documents.
f) EMD in form of a Bank Guarantee, as specified in Section 8, in the format specified in Section
10.5. or in form of demand draft.
g) Board resolution of the Bidder as per format provided in Section 10.6.
h) Format for Power of Attorney for signing of Bid for Bidding Entity/Lead Member, in the format
specified in Section 10.7.
i) In case of Bidding Consortium, Consortium Agreement as per format provided in Proforma for
Consortium Agreement as per Section 10.8.
j) In case of Bidding Consortium, Format for Power of Attorney by Other Member authorising
signing of the bid by the Lead Member, in the format specified in Section 10.9.
k) Format for certificate of total compliance as per Section 10.10.
l) Declaration by the Bidder, in the format specified in Section 10.11.
m) Signed copy of the Bid documents comprising of RFP document, Draft ESA and all
corrigendum, amendment and clarifications issued from time to time.
n) In case of Bidding Consortium, format of Power of Attorney by Other Member(s) authorising its
personnel as Authorized Representative in respect of this proposal in the format specified in
Section 10.7.
8.2. Financial Proposal
The Price Offer needs to be submitted by the Bidder in accordance to the provisions of Section 7.8.
Proposals of Bidders who have not submitted their Price Offer shall be rejected. The Price Offer shall be
submitted online only on the E-bidding platform.
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8.3. Manner of Submission
8.3.1. The original Techno-Commercial Proposals comprising the EMD in the prescribed format as
specified in Section 10.5 duly filled up with the information, along with supporting documents
(wherever applicable) and Price Offer shall be submitted by Bidders in the manner as described in
the following paragraphs.
8.3.2. The Bidder shall be required to submit scan of the complete Techno-Commercial Proposal
consisting of Bid Forms and Annexures mentioned in Section 10. on the electronic platform under
techno commercial bid submission section. All documents shall be signed by the Authorized
Signatory of the Bidder on each page.
8.3.3. In addition to submission of the above documents on the Electronic Platform, Bidder is required to
submit hard copy of the Techno-Commercial Proposal consisting of Bid Forms and Annexures
mentioned in Section 10., in original and one copy (as applicable) at following address:
Commissioner of Geology & Mining
Industries & Mines Department, Govt. of Gujarat
Block no 1, 7th floor
Udhyog Bhavan, Gandhinagar - 382010
The Techno-Commercial Proposal consisting of Bid Forms and Annexures mentioned in Section
10. shall be placed in sealed envelope super-scribed Tender Ref. No., Name of work, Bidder name
and contact details and DO NOT OPEN BEFORE BID SUBMISSION DATE.
8.3.4. If any discrepancy is found in following documents submitted online and offline, then document
submitted offline shall be considered.
Cover Letter as per format given in Section 10.1.
Board Resolution by the Bidder as per format given in Section 10.6.
Consortium Operating Agreement as per format given in Section 10.8.
EMD: Bank Guarantee as per format provided in Section 10.5. or demand draft
Power of Attorney as per format provided in Section 10.7. and 10.9.
Declaration by the Bidder as per format provided in Section 10.11.
8.3.5. If any discrepancy found in documents, other than the ones mentioned in Clause 8.3.4., submitted
online and offline, then document submitted online shall be considered.
8.3.6. The documents submitted by the Bidder shall contain no inter-lineation or overwriting, except as
necessary to correct errors made by the Bidder itself. Any such corrections must be initialed by the
Authorized Signatory.
8.3.7. Authorized Representative /Authorized Signatory of the Bidder shall provide initials on all pages of
the Proposals. The authorization must be confirmed by a written Power of Attorney (POA)
accompanying the Proposals as provided in Section 10.7. and Section 10.9.
8.3.8. The last date and time for the submission of the Proposals shall be as per the Bid Schedule
mentioned in Section 16.
8.3.9. No submissions shall be allowed after the above specified deadline for submission of Proposals.
In case Bidder is not able to submit Proposal by the specified deadline, either online or offline, then
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such Proposal will be rejected.
8.3.10. Bidders shall submit their contact details including registered office address, official email address
for communication, phone number and mobile number of the authorized signatory of the Bidder.
8.4. Proposal Preparation Cost
8.4.1. The Bidder shall be solely responsible and shall pay for all of the costs associated with the
preparation of its proposal and its participation in the Bidding Process.
8.4.2. CGM shall not be responsible in any way for such costs, regardless of the conduct or outcome of
the Bidding Process.
8.5. Examination of Bid Document by the Bidder
8.5.1. The Bidder shall carefully examine the Bid document including all amendments/ addendum and
corrigendum, if issued, and other details relating to the work and acquaint himself fully with all the
conditions and matters therein, which may, in any manner, affect the work and the cost thereof.
8.5.2. The Bidder shall be deemed to have obtained all information regarding risks, contingencies,
responsibilities and other circumstances which might influence or affect its Proposal, the progress
and to have taken into account all conditions and matters that may affect its works under this
Bidding Process and cost thereof.
8.5.3. The Bidder shall be deemed to have visited the blocks’ site and its surroundings, carefully examined
and satisfied himself about the existing site conditions, availability of local facilities, land
requirement etc. and to have quoted rates, taking into consideration all such conditions and
matters, which may, in any manner, affect the work and the cost thereof.
8.5.4. The Bidder shall be deemed to have acquainted himself with all Government, and Labor laws,
statutes, regulations, rules or notifications relating to taxes, levies and other charges relating to the
work at the site or otherwise as applicable from time to time.
8.5.5. Any neglect or omission or failure on the part of the Bidder in obtaining necessary and reliable
information upon the foregoing or any other matter affecting this Bidding Process, shall not absolve
him of any risk or liabilities or responsibilities for completion of the entire work in accordance with
the terms and conditions of the Draft Exploration Services Agreement.
8.5.6. Any conditional bid will be rejected outright and no claim whatsoever in respect thereof shall be
entertained. The management of CGM reserves the right to reject / cancel any or all bids without
assigning reasons.
8.5.7. Every document forming part of the Proposal shall be signed by the Authorized Representative of
the Bidder. All signatures should be dated and Company’s seal shall be affixed below it.
8.5.8. Bidders should procure valid digital signature certificates for online bidding process as soon as the
process is initiated to the Bidders by CGM. It shall not be possible to bid without valid digital
signature certificate.
8.5.9. CGM reserves its right to waive non-substantial deviations without being bound to do so.
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9. General terms and conditions of the bidding process
9.1. Acknowledgement by the Bidder
9.1.1. It shall be deemed that by submitting the Bid, the Bidder has:
a) made a complete and careful examination of the Bidding Documents
b) received all relevant information requested from CGM;
c) accepted the risk of inadequacy, error or mistake in the information provided in the RFP or
furnished by or on behalf of CGM relating to any of the matters referred to in this RFP
document;
d) satisfied itself about all matters, things and information necessary and required for submitting
an informed bid, execution of the Project in accordance with the bidding documents and
performance of all of its obligations thereunder;
e) acknowledged and agreed that inadequacy, lack of completeness or incorrectness of
information provided in the bidding documents or ignorance of any of the matters shall not be
a basis for any claim for compensation, damages, extension of time for performance of its
obligations, loss of profits etc. from the CGM; and
f) agreed to be bound by the undertakings provided by it under and in terms hereof.
9.1.2. CGM shall not be liable for any omission, mistake or error in respect of any of the above or on
account of any matter or thing arising out of or concerning or relating to the RFP or the Bidding
Process, including any error or mistake therein or in any information or data given by CGM.
9.2. Fraud and corrupt practices
9.2.1. The Bidders and their respective officers, employees, agents, consultants and advisers shall
observe the highest standard of ethics during the Bidding Process. CGM may reject a Bid, without
being liable in any manner whatsoever to the Bidder, if it determines that the Bidder has, directly
or indirectly or through an agent, engaged in corrupt, fraudulent, coercive, undesirable or restrictive
practices in the Bidding Process.
9.2.2. Without prejudice to the rights of CGM, if a Bidder is found by CGM to have directly or indirectly or
through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive
practice, undesirable practice restrictive practice or collusive bidding or bid rigging during the
Bidding Process, such a Bidder shall not be eligible to participate in any tender or RFP issued by
CGM during a period of 2 (two) years from the date such Bidder is found by CGM to have directly
or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice,
coercive practice or restrictive practice, as the case may be. CGM shall also take remedial
measures against such Bidder available to it under the provisions of the Competition Act, 2002 in
case of collusive bidding or bid rigging.
9.2.3. For the purpose of this Section, the terms set forth are defined as follows:
a) “collusive bidding” or “bid rigging” means any agreement, between enterprises or persons
engaged in identical or similar production or trading of goods or provision of services, which
has the effect of eliminating or reducing competition for bids or adversely affecting or
manipulating the process for bidding
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b) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or indirectly, of
anything of value to influence the actions of any person connected with the Bidding Process
(for avoidance of doubt, offering of employment to, or employing, or engaging in any manner
whatsoever, directly or indirectly, any official of CGM who is or has been associated in any
manner, directly or indirectly, with the Bidding Process or the Letter of Award or has dealt with
matters concerning the Exploration Services Agreement or arising therefrom, before or after
the execution thereof, at any time prior to the expiry of one year from the date such official
resigns or retires from or otherwise ceases to be in the service of CGM, shall be deemed to
constitute influencing the actions of a person connected with the Bidding Process); or (ii)
engaging in any manner whatsoever, whether during the Bidding Process or after the issue of
the Letter of Award or after the signing of the Exploration Services Agreement, as the case
may be, any person in respect of any matter relating to the Project or the Letter of Award or the
Exploration Services Agreement, who at any time has been or is a legal, financial or technical
adviser of CGM in relation to any matter concerning the Project;
c) “fraudulent practice” means a misrepresentation or omission or hiding of facts in order to
influence the Bidding Process;
d) “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their
property to influence their involvement in the Bidding Process;
e) “undesirable practice” means establishing contact with any person connected with or employed
by CGM with the objective of canvassing, lobbying or in any manner influencing or attempting
to influence the Bidding Process; and
f) “restrictive practice” means forming a cartel or arriving at any understanding or arrangement
among Bidders with the objective of restricting or manipulating a full and fair competition in the
Bidding Process.
9.3. Conflict of Interest
9.3.1. A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that affects the Bidding
Process. A Bidder(s) found to have a Conflict of Interest shall be disqualified. Without prejudice to
the generality of the aforesaid, a Bidder shall be deemed to have a Conflict of Interest affecting the
Bidding Process, if:
a) The Bidder and its Affiliate and any other Bidder and its Affiliate have common controlling
shareholders or other ownership interest; provided that this disqualification shall not apply to
any ownership by a bank, insurance company, pension fund or a public financial institution
referred to in Section 4A of the Companies Act, 2013. For the purposes of this Section indirect
shareholding held through one or more intermediate persons shall be computed as follows:
(aa) where any intermediary is controlled by a person through management control or
otherwise, the entire shareholding held by such controlled intermediary in any other person
(the “Subject Person”) shall be taken into account for computing the shareholding of such
controlling person in the Subject Person; and (bb) subject always to sub-Section (aa) above,
where a person does not exercise control over an intermediary, which has shareholding in the
Subject Person, the computation of indirect shareholding of such person in the Subject Person
shall be undertaken on a proportionate basis; provided, however, that no such shareholding
shall be reckoned under this sub-Section (bb) if the shareholding of such person in the
intermediary is less than 26% of the subscribed and paid up equity shareholding of such
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intermediary; or
b) a constituent of such Bidder is also a constituent of another Bidder; or
c) such Bidder, its Affiliate receives or has received any direct or indirect subsidy, grant,
concessional loan or subordinated debt from any other Bidder, its Affiliate or has provided any
such subsidy, grant, concessional loan or subordinated debt to any other Bidder and its Affiliate;
or
d) such Bidder has the same legal representative for purposes of this Bidding Process as any
other Bidder; or
e) such Bidder or its Affiliate has a relationship with another Bidder or its Affiliate, directly or
through common third party/ parties, that puts either or both of them in a position to have access
to each other’s information about, or to influence the Bid of either or each other; or such Bidder,
or its Affiliate has participated as a consultant to CGM in the preparation of any documents,
design or technical specifications of the Project; and
f) a Bidder shall be liable for disqualification, if any of the key managerial personnel of CGM or
CGM, Gujarat are/are related to the promoters or key managerial personnel of the
Bidder/members of the Bidding Consortium or its Affiliate. Key managerial personnel shall have
the meaning provided to it in Section 2(51) of the Companies Act, 2013. A Bidder shall also be
disqualified if it/any of the members of the Bidding Consortium has a business or family
relationship with a member of CGM’s staff who is directly or indirectly involved in any part of
the tender.
9.3.2. The above instances are illustrative and not exhaustive. “Conflict of interest” shall include all
instances/ situations/relationships which may impact or may be perceived as likely to impact the
Bidder’s capacity to serve the best interest of CGM. The Bidder shall have an obligation to disclose
any situation of actual or potential conflict. Any such disclosure shall be made at the time of
submission of the Proposal. If the Bidder fails to disclose the Conflict of Interest and if CGM comes
to know about any such situation at any time, it may lead to the disqualification of CGM during
bidding process or the termination of its contract during execution of the assignment.
9.4. Disqualifications
9.4.1. Notwithstanding anything to the contrary contained herein and without prejudice to any of the rights
or remedies of CGM and in addition to the grounds for disqualification mentioned elsewhere in the
Bid Document, a Bidder shall be disqualified and its Proposal shall be dropped from further
consideration and evaluation for any of the reasons listed below:
a) Misrepresentation by any Bidder or member of the Bidding Consortium in the Project
Proposal for Qualification.
b) Failure by the Bidder and/ or Member of the Bidding Consortium to provide necessary and
sufficient information as required and asked for in the Bid Document.
c) A winding up/insolvency or other proceedings of a similar nature is pending against the
Bidder (including its Holding Company or Supporting Affiliate) or Member of the Bidding
Consortium (including Member’s Holding Company) or a receiver has been appointed for
the assets of such Corporate Entity,
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d) If any member of the Bidding Consortium or its shareholder is shown as a member or a
shareholder in another Bidding Consortium also.
e) The Bidding Entity or the Bidding Consortium ceases to fulfil the prescribed Financial
and/or Technical Criteria mentioned in the Bid document.
f) In the last five years, reckoned from the date of issuance of the RFP, in respect to any
tender related to mining / exploration issued by or mining / exploration contract entered
into with any Central / State Government or Public Sector Undertakings, Bidder or its
Affiliate, Promoter :
has their earnest money deposit or bid security forfeited, or
has any of their contracts terminated or foreclosed due to their default, or
has breached any terms of the tenders or contracts, which could result in rejection of
their bids or cancellation of their contracts, as applicable.
g) Bidding Entity’s Director(s)/Owner(s)/Proprietor/Partner(s) have been convicted by any
court of law for offences involving corrupt and fraudulent practices including moral
turpitude in relation to the business dealing with Government of India or any other
government during the last five years.
h) Bidder or its Affiliate or Promoter has been blacklisted from participation in exploration or
mining related services and such blacklisting in valid as on date of issuance of this RFP.
9.4.2. If information becomes known after the bidder has been qualified, at any stage, to proceed with the
bid process, which would have entitled CGM to reject or disqualify the relevant Bidder, CGM
reserves the right to reject or disqualify the relevant Bidder at the time, or at any time, such
information becomes known to it. Where such party is a Bidding Consortium, CGM may disqualify
the entire consortium, even if it applied to only one member of the Consortium. CGM’s
determination that one or more of the events specified under this Section has occurred shall be
final and conclusive.
9.4.3. If at any time during the evaluation process, CGM requires any clarifications, they reserve the right
to request such information from any Bidder or its Affiliate or Member of a Bidding Consortium
which shall be obliged to provide the same within a reasonable time frame.
9.4.4. The aforesaid grounds are in addition to the grounds for disqualification contained in the other
Sections of the Agreement.
9.5. Language of the Bid
9.5.1. The proposal and the entire supporting document shall be in English Language. Non-adherence to
this clause may be treated as “Non Responsive Bid”.
9.5.2. The Bid and all related correspondence and documents in relation to the Bidding Process shall be
in English language.
9.5.3. Supporting documents and printed literature furnished by the Bidder with the Bid may be in any
other language provided that they are accompanied by translations of all the pertinent passages in
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the English language, duly authenticated and certified by the Bidder. Supporting materials, which
are not translated into English, may not be considered. For the purpose of interpretation and
evaluation of the Bid, the English language translation shall prevail.
9.5.4. The Bidders shall submit a true certified copy of those documents translated in English for all the
documents originally prepared in language other than English.
9.5.5. In case original documents of foreign companies are in language other than English then the
English translation of such documents shall be certified by Indian Embassy. In case original
documents are in any language, other than English, recognized in constitution of India then English
translation of such documents shall be certified by body of Government of India/state government.
9.6. Modification and Withdrawal of Bids
9.6.1. The Bidder may modify or withdraw its Bid after submission, by withdrawing or modifying its Bid
before the Bid Submission Date as provided in the Bidding Schedule attached as Section 4.
9.6.2. No modification or withdrawal shall be allowed after the Bid Submission Date.
9.7. Bid Validity Period
9.7.1. The Bid shall initially remain valid and binding on the Bidder for at least 180 (one hundred and
eighty) days from the Bid Submission Date (“Bid Validity Period”). Any Bid with a shorter validity
period shall be rejected by CGM.
9.7.2. Under exceptional circumstances, CGM may in writing request the Bidders to extend the Bid
Validity Period of their Bids. Along with the extension of the Bid Validity Period, the Bidder shall
also extend the EMD by an equivalent period of time, failing which, the agreement to extend the
Bid Validity Period shall be invalid.
9.7.3. A Bidder may refuse the request without forfeiting its EMD and the EMD will be returned to the
Bidder. However, such Bids will not be evaluated further.
9.8. Right to Accept or Reject Any/All Bids
9.8.1. Notwithstanding anything contained in this RFP, CGM reserves the right to accept or reject any Bid
and to annul the Bidding Process and reject all Bids, at any time without any liability or any
obligation for such acceptance, rejection or annulment, and without assigning any reasons therefor.
In the event that CGM rejects or annuls all the Bids, it may, in its discretion, invite all Qualified
Bidders to submit fresh Bids hereunder.
9.8.2. CGM reserves the right to reject any Bid if:
a) at any time, a material misrepresentation is made or uncovered, or
b) the Bidder does not provide, within the time specified by CGM, the supplemental information
sought by CGM for evaluation of the Application, or
c) the bid is conditional
9.8.3. If the Bidder is a Bidding Consortium, then the entire Bidding Consortium may be disqualified/
rejected in case of any of the event mentioned in Section 9.8.2 is applicable for any member of
Consortium
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9.8.4. If such disqualification/ rejection occurs after the Bids have been opened and the Successful Bidder
gets disqualified/ rejected, then CGM reserves the right to take any such measure as may be
deemed fit in the sole discretion of CGM, including annulment of the Bidding Process.
9.8.5. In case it is found during the evaluation or at any time before signing of the Exploration Services
Agreement or after its execution and during the period of subsistence thereof, that one or more of
the Qualification Requirements have not been met by the Bidder, or that the Bidder has made
material misrepresentation or has given any materially incorrect or false information the Bidder shall
be disqualified forthwith if not yet appointed as the Agency either by issue of the LOA or entering
into of the Exploration Services Agreement, and if the Agency has already been issued the LOA or
has entered into the Exploration Services Agreement, as the case may be, the same shall,
notwithstanding anything to the contrary contained therein or in this RFP, be liable to be terminated,
by a communication in writing by CGM to the Bidder, without CGM being liable in any manner
whatsoever to the Bidder and without prejudice to any other right or remedy which CGM may have
under this RFP document, the Bidding Documents, the Exploration Services Agreement or under
Applicable Laws.
9.8.6. CGM reserves the right to verify all statements, information and documents submitted by the Bidder
as part of its Proposals. Any such verification or lack of such verification by CGM shall not relieve
the Bidder of its obligations or liabilities hereunder nor will it affect any rights of CGM thereunder.
9.9. Right to Annul Bidding Process
9.9.1. CGM reserves the right to annul the Bidding Process at any point in time and not provide any
explanation to the Bidders.
9.9.2. In case the Bid is annulled by CGM without any default on account of Bidder, the EMD shall be
refunded to that Bidder. No non-refundable cost shall be reimbursed to the Bidder.
9.10. Miscellaneous
9.10.1. CGM, in its sole discretion and without incurring any obligation or liability, reserves the right, at
any time, to;
a) suspend and/ or cancel the Bidding Process and/ or amend and/ or supplement the Bidding
Process or modify the dates or other terms and conditions relating thereto;
b) consult with any Bidder in order to receive clarification or further information
c) qualify or not to qualify any Bidder and/ or to consult with any Bidder in order to receive
clarification or further information
d) retain any information and/ or evidence submitted to CGM by, on behalf of, and/ or in relation
to any Bidder; and/ or
e) Independently verify, disqualify, reject and/ or accept any and all submissions or other
information and/ or evidence submitted by or on behalf of any Bidder.
9.10.2. It shall be deemed that by submitting its Bid, the Bidder agrees and releases CGM, its employees,
agents and advisers, irrevocably, unconditionally, fully and finally from any and all liability for
claims, losses, damages, costs, expenses or liabilities in any way related to or arising from the
exercise of any rights and/ or performance of any obligations hereunder and the Bidding
Documents, pursuant hereto, and/ or in connection with the Bidding Process, to the fullest extent
Bid Document for Selection of Exploration Agency
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permitted by applicable law, and waives any and all rights and/ or claims it may have in this
respect, whether actual or contingent, whether present or in future.
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10. Forms for furnishing information for Technical Bids
10.1. Format for Cover Letter
(On letter head of the Bidding Entity/Lead Member of Bidding Consortium)
Proposal Ref. No. and Date:
From:
Bidder’s Name and Address:
Route for Qualification: Route A/ Route B (as applicable)
Authorized Representative
Name:
Designation:
Tel. Nos:
Mobile No.:
Fax No.:
Email Address:
To,
Commissioner of Geology and Mining
Industries & Mines Department, Govt. of Gujarat
Block no 1, 7th floor
Udhyog Bhavan, Gandhinagar - 382010
Dear Sir,
Sub: Techno-Commercial Proposal for Selection of exploration agency for exploration of
Bentonite in Raydhanjar Part - 2 block in Kachchh district of Gujarat
Dear Sir,
We, the undersigned Bidder having read and examined in detail the Proposal requirements for Selection
of exploration agency for exploration of Bentonite in Raydhanjar Part - 2 block in Kachchh district
of Gujarat hereby submit our response.
Our Techno-Commercial Proposal for exploration of ______________ blocks in Gujarat, in response to the
Bid Document issued by CGM vide reference no. ____________ dated ____________ (Bidder to specify
date of issue of Bid Document by CGM) and its subsequent corrigendum No (s) ___________ (Bidder to
insert corrigendum number issued, if any by CGM subsequent to issue of Document) is enclosed.
This Techno-Commercial Proposal is being submitted for the express purpose of qualifying as a Bidder for
the Selection of exploration agency for exploration of Bentonite in Raydhanjar Part - 2 block in Kachchh
district of Gujarat.
We are herewith enclosing the information with duly signed formats, containing all the information
submitted, as desired by you, for your consideration.
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We believe that we/our proposed consortium (as applicable) satisfy(s) all the Qualification Requirements
as specified in the RFP document and are/is qualified to submit a Bid.
Our offer is valid for 180 days from the date of Bid Submission Date.
Yours sincerely,
Name:
Designation:
Signature & Company’s Round Seal
Dated the --------- day of ------- of 20---
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10.2. Format for Summary of Techno-Commercial Proposal
(On letter head of the Bidding Entity/Lead Member of Bidding Consortium)
A. Brief profile of Bidding Entity/Bidding Consortium
Sr. No. Particulars Brief details
1. Brief Profile of the Bidding Entity/Bidding Consortium
2.
(strike out whichever is not applicable)
1. Name of the Bidding Entity/ Bidding Consortium
2. Name of the Lead Member in the Bidding Consortium in case of Route B
3. Name of the Other Member in the Bidding Consortium in case of Route B
4. Contact Details:
Name of the Contact Person
Address for communication
Phone/ Fax/ Email
5. Signature of Authorized Signatory
Round Rubber Seal of the Company
B. Details of documents submitted in Techno-Commercial Proposal
Sr. No. Particulars
Reference no./Page no. of required format and documentary evidence in support of the particulars
1. Complete set of Bid Document along with clarifications / corrigenda, if any, duly signed/Stamped by the Bidder as token of acceptance and acknowledgement.
2. Incorporation certificate of the company/firm to fulfill Eligibility Criteria
3. Submission of Technical and Financial Criteria as per format prescribed in Section 10.3 and 10.4
4.
Earnest Money Deposit (Bank Guarantee/demand draft) as per the format prescribed in Section 10.5 with following details:
a. Name of bank……………
b. Amount of Bank Guarantee/demand draft.................
c. Bank Guarantee No..............
d. Valid up to………………..
e. Claim lodge period……………..
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Sr. No. Particulars
Reference no./Page no. of required format and documentary evidence in support of the particulars
5. Board Resolutions for submission of Bid as per format prescribed in Section 10.6
6. Power of Attorney for signing of Bid for Bidding Entity/Lead Member, in the format specified in Section 10.7.
7. In case of Bidding Consortium, Consortium Agreement as per Format attached in Section 10.8.
8. In case of Bidding Consortium, Power of Attorney by Other Member authorizing signing of the bid by the Lead Member, in the format specified in Section 10.9.
9. Cost of bid document as mentioned on the cover page.
10. Certificate of total compliance as per the Proforma provided in Section 10.10.
11. Declaration by the Bidder, in the format specified in Section 10.11.
Yours sincerely,
Name:
Designation:
Signature & Company’s Round Seal
Dated the --------- day of ------- of 20---
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10.3. Format for submission of Technical Qualifications as per Technical Criteria
(On letter head of the Bidding Entity/Lead Member of Bidding Consortium)
To,
Commissioner of Geology and Mining
Industries & Mines Department, Govt. of Gujarat
Block no 1, 7th floor
Udhyog Bhavan, Gandhinagar - 382010
Dear Sir,
Sub: Eligibility towards technical qualification requirements
1. Technical Qualification Criteria as per Section 18
*We ------------------------ (Legal name of the Bidding Entity)
OR
*We, the Bidding Consortium, consisting of the following members -------------------, ------------------, and ------
--------------, confirm that ----------------------- (Legal name of the Member)
(*Strike out whichever is not applicable)
qualify the Technical criteria as per Section 18 as per following details:-
(The formats for furnishing details as per technical requirements are attached as annexures to this letter.
The list is only representative, Bidders can add/subtract any number of supporting documents which they
think help in substantiating their qualifications)
Thanking you,
Yours sincerely,
Name:
Designation:
Signature & Company’s Round Seal
Dated the --------- day of ------- of 20---
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ANNEXURE-A
[For meeting the requirement of clause 18.2 (a)]
Note: The above facts should be duly supported by the copy of the duly signed work order and
completion certificate along with signature and seal of the authorized representative on the copy.
S.No Name & Address
of Client Work Order no. & Date
Drilling Quantity
Awarded (in meters)
Completion Time and
date of completion
Quantum of Drilling Work
Executed (in meters)
Value of Work
Executed (in INR)
1.
2.
3.
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ANNEXURE B
[For meeting the requirement of clause 18.2 (b)]
Detailed List of the Equipment & Accessories owned by the Tenderer and which has
been proposed to be deployed for GMDRS's work
A: Exploratory Drill Machine
Sr. No
Equipment (Make / Model)
Owned/ Rented/ Leased
Date of Purchase
Nos.
Drilling Capacity
Type of Application (DTH/Core)
Page Ref. of
invoice/ document submitted
Avg. Rate of Drilling
(Meters /Hr)
Maximum Drilling Depth
(in Meters)
1.
2.
3.
Note: Please enclose the copy of the invoice duly attested by the authorized signatory of the
tenderer.
B: Ancillary Equipment (like dozer, water tankers etc.)
Sr. No Equipment
(Make / Model) No.s
Page Ref. of
invoice/ document submitted
1.
2.
3.
Note: Please enclose the copy of the invoice duly attested by the authorized signatory of the
tenderer.
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ANNEXURE C
[For meeting the requirement of clause 18.2 (c)]
Experience Related to Preparation of Geological Report/Exploration Report
S .No. Name of the Block for
which exploration has been done and GR/ER prepared
Area of the Block (Ha)
Name of the Mineral
Client Details
Page Ref. document submitted
1.
2.
3.
4.
Note: Please enclose copy of the work order of the client and copy of the proof of the report
submission to and acceptance by the concerned authorities and such copies should be duly signed
by the authorised signatory of the Agency
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ANNEXURE D
[For meeting the requirement of clause 18.2 (d)]
List of technical personnel to be deployed by the Agency for CGM's exploration work
S.No Position Qualification Numbers Proposed Experience Page Ref. document submitted
1. Senior
Geologist
2. Geologist
3. Surveyor
4. Drilling Head
Note: Please enclose the self-attested CV of the concerned persons. The experience mentioned in
the CV should be duly supported by the experience certificate of the concerned organisation.
Bid Document for Selection of Exploration Agency
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ANNEXURE E
[For meeting the requirement of clause 18.2 (e) & (f)]
A. Experience of drilling in specific minerals as mentioned in clause 18.2 (e)
Note: Please enclose copy of the work order of the client and such copies should be duly signed
by the authorised signatory of the Agency
B. Experience of drilling with Government & Public Sector Undertakings
Note: Please enclose copy of the work order of the client and such copies should be duly signed
by the authorised signatory of the Agency
S.No Name of Mineral Name & Address
of Client Work Order no. & Date
Drilling Quantity Awarded
(in meters)
Page Ref. document submitted
1.
2.
3.
4.
S.No Name of the
project Name of Mineral
Quantum of Work (in meters)
Name & Address of
Client
Work Order no. & Date
Page Ref. document submitted
1.
2.
3.
4.
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10.4. Format for Submission of Financial Criteria as per Qualifying Requirements
(On letter head of the Bidding Entity/Lead Member of Bidding Consortium)
To,
Commissioner of Geology and Mining
Industries & Mines Department, Govt. of Gujarat
Block no 1, 7th floor
Udhyog Bhavan, Gandhinagar - 382010
Dear Sir,
Sub: Eligibility towards financial qualification requirements
1. Financial Qualification Criteria as per Section 18
*We ------------------------ (Legal name of the Bidding Entity)
OR
*We, the Bidding Consortium, consisting of the following members ----------------- and --------------------,
confirm that ----------------------- (Legal name of the Lead Member)
(*Strike out whichever is not applicable)
qualify the financial criteria as per Section 18 as per following details:-
1.1 Average Annual Turnover for financial years ______________ is INR _________
Sl. No. Financial year Turnover (In INR)
1
2
3
Average (in figures)
Average (in words)
1.2 And as on the last date of the Financial year _______, the Net Worth is INR ____________.
2. Experience of Other Member (Applicable only in case where Bidder is a Consortium)
We, the Bidding Consortium, consisting of the following members ----------------- and --------------------, confirm
that ----------------------- (Legal name of the Other Member) has financial strength as given below:
2.1 Average Annual Turnover for financial years ______________ is INR __________.
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Sl. No. Financial year Turnover (In INR)
1
2
3
Average (in figures)
Average (in words)
2.2 And as on the last date of the Financial year _______, the Net Worth is INR __________.
Thanking you,
Yours sincerely,
Name:
Designation:
Signature & Company’s Round Seal
Dated the --------- day of ------- of 20---
Notes:
1. INR – Indian National Rupee
2. In case of the companies incorporated in countries other than India and only for the purpose of meeting
the Financial qualifications as per Financial Criteria as desired in Section 10.1.3, the Financial year
shall mean a 12 month period corresponding to the audited financial statements as applicable in their
respective country.
3. In case there is a mismatch of the information provided in figures with the words, the latter shall be
considered for evaluation purposes.
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10.5. Proforma for Bank Guarantee /Earnest Money Deposit (EMD)
(To be executed on the Non-Judicial Stamp Paper of appropriate Value)
(To be prepared in the name of Bidding Entity / Lead Member of Bidding Consortium)
B.G. No._______________
Date__________________
Bank ______________________ (Any Nationalized/Scheduled Bank)
Valid up to ________________________
1. In consideration of Commissioner of Geology and Mining, having its office at ________________,
(hereinafter referred to as the “Authority” or “CGM”, which expression shall unless it be repugnant
to the subject or context thereof include its, successors and assigns) having agreed to receive the
Bid of ……………………, a Corporate Entity registered under the ………………( Name of relevant
Law/ Act) registered under the laws of ____________(Name of the Country) and having its
registered office at ……………………… (and acting on behalf of its Consortium) (hereinafter
referred to as the “Bidder” which expression shall unless it be repugnant to the subject or context
thereof include its successors and assigns), for the Project as defined in Request for Proposal
(RFP) No………… (hereinafter referred to as “the Project”) dated …………… issued in respect of
the Project and other related documents including without limitation the draft Exploration Services
Agreement (hereinafter collectively referred to as “Bidding Documents”).
2. We __________________(indicate the name of the bank ) having its office at __________ (Herein
after referred to as the “Bank”) at the request of __________________________ (Bidder) do
hereby in terms of Section 8.1. of the RFP, irrevocably, unconditionally and without reservation,
guarantee the due and faithful fulfilment and compliance of the terms and conditions of the Bidding
Documents (including the RFP) by the said Bidder and undertake to pay CGM an amount not
exceeding INR XX (INR XX Lakhs Only) against any loss or damage caused to or suffered or would
be caused or suffered by CGM by reasons of any breach by the said Bidder of any of the terms or
conditions contained in the said Bidding Documents.
3. We _____________________________ (indicate the name of the bank) do hereby undertake to
pay the amounts due and payable under this guarantee without any demur and without assigning
any reason or reference to the Bidder or any other person and irrespective of whether the claim of
CGM is disputed by the Bidder or not merely on demand from CGM stating that the amount claimed
is due by way of loss or damage caused to or would be caused to or suffered by the CGM by
reasons of breach by the said Bidder of any of the terms or conditions contained in the Bidding
Documents or by reason for the Bidder’s failure to perform the obligations stipulated in the
Exploration Services Agreement. Any such demand made on the bank shall be conclusive as
regards the amount due and payable by the Bank under this guarantee. However, our liability under
this guarantee shall be restricted to an amount not exceeding INR. XX (INR XX Lakhss Only).
4. CGM shall be the sole judge to decide as to whether the Bidder is in default of due and faithful
fulfilment and performance of its obligations contained in the Bidding Documents and the decision
of CGM that the Bidder is in default as aforesaid shall be final and binding on us, notwithstanding
any differences between CGM and the Bidder or any dispute pending before any Court, Tribunal,
Arbitrator or any other authority.
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5. We undertake to pay to CGM any amount so demanded immediately/forthwith notwithstanding any
dispute or disputes raised by the Bidder in any suit or proceeding pending before any court or
tribunal relating thereto, our liability under this present being absolute and unequivocal. The
payment so made by us under this guarantee shall be a valid discharge of our liability for payment
there under and the Bidder shall have no claim against us for making such payment.
6. We _______________________________ (indicate the name of the bank) further agree that the
guarantee herein contained shall remain in force until _________________, unless a demand or
claim under this guarantee is made on us within six months from the date of expiry of guarantee in
writing, all your rights under this guarantee shall be forfeited and we shall be discharged from all
liabilities under this guarantee thereafter.
7. The Guarantee is absolute, unconditional and irrevocable, irrespective of the value, genuineness,
validity, regularity or enforceability of the ESA and shall not be affected by any change in the
constitution, insolvency or winding up of CGM, the Bidder or the Bank or any absorption, merger
or amalgamation of CGM, the Bidder or the Bank with any other person or any change in the
ownership of CGM/the Bidder, or any purported assignment by CGM/the Bidder/the Bank.
8. In order to give full effect to this Guarantee, CGM shall be entitled to treat the Bank as the principal
debtor. CGM shall have the fullest liberty without affecting in any way the liability of the Bank under
this Guarantee from time to time to vary any of the terms and conditions contained in the said
Bidding Documents or the period for fulfilment and compliance with all or any of the terms and
conditions contained in the said Bidding Documents by the said Bidder or to postpone for any time
and from time to time any of the powers exercisable by it against the said Bidder and either to
enforce or forbear from enforcing any of the terms and conditions contained in the said Bidding
Documents or the securities available to CGM, and the Bank shall not be released from its liability
under these presents by any exercise by CGM of the liberty with reference to the matters aforesaid
or by reason of time being given to the said Bidder or any other forbearance, act or omission on
the part of CGM or any indulgence by CGM to the said Bidder or by any change in the constitution
of CGM or its absorption, merger or amalgamation with any other person or by release or variation
of any guarantee or security for any of the obligations of the Bidder or by any failure by CGM to
pay or perform any of their obligations, or any waiver of any of such obligations or any other matter
or thing whatsoever which under the law relating to sureties would but for this provision have the
effect of releasing the Bank from its such liability CGM.
9. Any notice by way of request, demand or otherwise hereunder shall be sufficiently given or made
if addressed to the Bank and sent by courier or by registered mail to the Bank at the address set
forth herein.
10. All payments under this Guarantee shall be paid free and clear of and without any deduction on
account of any present, future taxes, levies, imposts, duties, charges, commissions, deductions or
withholdings of any nature whatsoever.
11. The courts in Gandhinagar shall have exclusive jurisdiction to decide any dispute arising under this
Guarantee.
12. We undertake to make the payment on receipt of your notice of claim on us addressed to [name of
Bank along with branch address] and delivered at our above branch who shall be deemed to have
been duly authorized to receive the said notice of claim.
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13. It shall not be necessary for CGM to proceed against the said Bidder before proceeding against
the Bank and the Guarantee herein contained shall be enforceable against the Bank,
notwithstanding any other security which CGM may have obtained from the said Bidder or any
other person and which shall, at the time when proceedings are taken against the Bank hereunder,
be outstanding or unrealized.
14. We undertake to renew the Guarantee promptly and before the expiry of the term of the Guarantee
on the same terms and conditions as contained herein.
15. The Bank declares that it has power to issue this Guarantee and discharge the obligations
contemplated herein, the undersigned is duly authorized and has full power to execute this
Guarantee for and on behalf of the Bank.
We _______________________________ (indicate the name of the bank) lastly undertake not to revoke
this guarantee during its currency except with the prior consent of the CGM in writing.
This Bank Guarantee is payable at par in __________.
Notwithstanding anything contained herein,
1. Our liability under this Bank Guarantee shall not exceed INR ____ (INR ____ Lakh Only).
2. This Bank Guarantee, in case of EMD, shall be valid up to a period of ____________ from
_____________ i.e. the Bid Due Date.
3. We shall be liable to pay any amount under this Bank Guarantee or part thereof only if we receive
(if you serve upon us) a written claim or demand under this guarantee on or before ___ at _____.
Signatures
Authorized Signatories of Bank
Witnesses:-
1) Signed
2) for Bank
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10.6. Format for Board Resolution by the Bidder/Lead Member and Other Member of Bidding
Consortium
(On letter head of the Bidding Entity/Lead Member and Other Member of Bidding Consortium)
The Board, after discussion, at the duly convened Meeting on _________ [insert date], with the consent of all the Directors present and in compliance of the provisions of the Companies Act, 2013, passed the following Resolution:
RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and compliance thereof and as
permitted under the Memorandum and Articles of Association of the Company, approval of the Board be
and is hereby accorded for [forming a consortium with ___________ and participating as the Lead
Member/Other member in the consortium with __________and] placing the Bid [through ________ Lead
Member] against the tender no ________________ dated _______________, as amended from time to
time, issued by Commissioner of Geology and Mining (“CGM”) for the Selection of exploration agency for
exploration of Bentonite in Raydhanjar Part - 2 block in Kachchh district of Gujarat (“Project”).
*[RESOLVED THAT the Board hereby acknowledges the Board Resolution dated ______ passed by the _______________ (Name of the Other Member) for providing the Technical / Financial (Strike out whichever is not applicable) support to the _______________ (Name of the Bidder) to meet the Qualification Requirements as per the provisions of the tender and undertaking to provide technical/ financial support to _________________ (Name of the Bidder) in case it is unable to meet its obligations.]
#[FURTHER RESOLVED THAT the Board hereby acknowledges that the _________________ (Name of the Other Member) is required to provide the technical/financial (Strike out whichever is not applicable)support for the Project so that the consortium is able to meet the qualification requirements as per the provisions of the tender.
FURTHER RESOLVED THAT the _________________ (Name of the Other Member) do provide necessary support to execute the scope of work in the tender and in the event of any default by the Consortium/Lead Member such obligation shall be fulfilled by the Entity.
FURTHER RESOLVED THAT _____________shall act as the Lead Member of the Consortium and perform all acts and deeds as may be required to be performed on behalf of the consortium and the Other Member in relation to submission of the bid for the mineral block.
FURTHER RESOLVED THAT ___________, (Name of the Person) [the Lead Member and such person as may be authorized by the Lead Member in this behalf] be and is hereby authorized to take all the steps required to be taken by the Corporate Entity/[Consortium] in this regard, including in particular, signing of the Bid, making changes thereto and submitting amended Bid, all the related documents, certified copy of this Board Resolution or letter, undertakings etc., required to be submitted to CGM or such other documents as may be necessary in this regard.]
$[Further Resolved that _________ be and is hereby authorized to sign on behalf of the _________________ (Name of the Other Member), the Consortium Agreement and such other document as may be required to be signed individually by the _________________ (Name of the Other Member).]
Certified True Copy
Notes:
1. This certified true copy should be submitted on the letterhead of the Entity, signed by the Entity Secretary or any of the authorized Directors of the Entity and the rubber stamp for the Entity shall be affixed.
2. The contents of the format should be suitably re-worded indicating the identity of the entity passing the resolution i.e. the Bidder.
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3. *Applicable in case of Lead Member of the Bidding Consortium.
4. # paragraphs in square brackets are applicable only if the Bidding Entity is a consortium and the Other Member is providing technical/financial support.
5. $Applicable in case of Other Member in the Bidding Consortium.
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10.7. Format for Power of Attorney for signing of Bid for Bidding Entity/Lead Member/Other
Member
[To be notarized and to be executed on non-judicial stamp paper of appropriate value]
Know all men by these presents, we … (name of the Bidder/Lead Member and address of the registered
office) do hereby irrevocably constitute, nominate, appoint and authorize Mr. / Ms (Name),
son/daughter/wife of ……………………………… and presently residing at …………………………………..,
who is presently employed with us and holding the position of ………………………….., as our true and
lawful attorney (hereinafter referred to as the “Attorney”) to do in our name and on our behalf, all such acts,
deeds and things as are necessary or required in connection with or incidental to submission of our bid for
the “Selection of exploration agency for exploration of Bentonite in Raydhanjar Part - 2 block in Kachchh
district of Gujarat” (“Project”), by Commissioner of Geology and Mining (“CGM”) including but not limited to
signing and submission of all applications, bids and other documents and writings, participate in bidders’
and other conferences and providing information / responses to CGM, representing us in all matters before
CGM, signing and execution of all contracts including the Exploration Services Agreement and undertakings
consequent to acceptance of our bid, and generally deal with CGM in all matters in connection with or
relating to or arising out of our bid for the said Project and/or upon award thereof to us and/or till the entering
into of the Exploration Services Agreement with CGM.
And we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done
or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this
Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers
hereby conferred shall and shall always be deemed to have been done by us.
IN WITNESS WHEREOF WE, _________________________ THE ABOVE NAMED PRINCIPAL HAVE
EXECUTED THIS POWER OF ATTORNEY ON THIS ……… DAY OF …………., 20..
For …………………………..
(Signature)
(Name, Title and Address)
Witnesses:
1.
2.
Accepted
……………………………
(Signature)
(Name, Title and Address of the Attorney)
Notes:
1. The mode of execution of the Power of Attorney should be in accordance with the procedure, if any,
laid down by the applicable law and the charter documents of the executant(s) and when it is so
required, the same should be under common seal affixed in accordance with the required procedure.
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2. Wherever required, the Bidder should submit for verification the extract of the charter documents and
documents such as a resolution/ power of attorney in favour of the person executing this Power of
Attorney for the delegation of power hereunder on behalf of the Bidder.
3. Power of Attorney should be executed upon payment of stamp duty of appropriate value, as applicable
in the State, where such Power of Attorney has been executed.
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10.8. Proforma for Consortium Agreement
(To be executed on the Non-Judicial Stamp Paper of appropriate Value)
(To be executed between Members of the Bidding Consortium)
This Consortium Agreement made and entered into on ________ day of 2018.
BY AND BETWEEN
___________________________ (Name of the Lead Member), a Corporate Entity registered under the
laws of __________________________ (Name of the Country) with its Head/Registered Office at
__________________________ (Address of the Head/Registered Office) and a place of business in
__________________________ (Address of place of business) (hereinafter referred to as “The Lead
Member”) and represented by Mr/Mrs/Ms. _____________________________________ (Name of
Authorized Signatory) of the FIRST PART.
AND
______________________________ (Name of the Other Member), an Entity registered under the laws of
__________________________ (Name of the Country) with its Head/Registered Office at
__________________________ (Address of the Head/Registered Office) and a place of business in
__________________________ (Address of place of business) (hereinafter referred to as “The Other
Member”) and represented by Mr/Mrs/Ms. _____________________________________ (Name of
Authorized Signatory) of the SECOND PART.
AND
______________________________ (Name of the Other Member), an Entity registered under the laws of
__________________________ (Name of the Country) with its Head/Registered Office at
__________________________ (Address of the Head/Registered Office) and a place of business in
__________________________ (Address of place of business) (hereinafter referred to as “The Other
Member”) and represented by Mr/Mrs/Ms. _____________________________________ (Name of
Authorized Signatory) of the THIRD PART.
The Party of the FIRST PART and the Party of the SECOND PART and the Party of the THIRD PART are
collectively known as “Parties”.
The Party of the First Part is hereinafter referred to as “The Lead Member” and the Party of the Second
Part and the Party of the Third Part as the “Other Member”.
WHEREAS,
A. Commissioner of Geology and Mining, having its office at Block no 1, 7th floor, Udhyog Bhavan,
Gandhinagar – 382010, (herein after referred to as the “CGM” which expression shall, unless
repugnant to the context or meaning thereof, include its administrators, successors and assigns)
has invited Bids (the “Bids”) by its RFP No. [ __ ] dated [ __ ] (the “RFP”) for pre-qualification and
short-listing of bidders for Selection of exploration agency for exploration of Bentonite in Raydhanjar
Part - 2 block in Kachchh district of Gujarat (the “Project”).
B. The Parties are interested in jointly bidding for the Project as members of a Consortium and in
accordance with the terms and conditions of the RFP document and other Bidding documents in respect
of the Project, and
C. It is a necessary condition under the RFP document that the members of the Consortium shall enter
into a Consortium Agreement and furnish a copy thereof with the Bid.
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NOW IT IS HEREBY AGREED as follows:
1. Definitions and Interpretations
In this Agreement, the capitalized terms shall, unless the context otherwise requires, have the meaning
given thereto under the RFP and ESA.
2. Consortium
2.1 The Parties do hereby irrevocably constitute a consortium (the “Consortium”) for the purposes of
jointly participating in the Bidding Process for the Project.
2.2 The Parties hereby undertake to participate in the Bidding Process only through this Consortium
and not individually and/ or through any other consortium constituted for this Project, either directly
or indirectly or through any of their Associates.
3. Covenants
The Parties hereby undertake that in the event the Consortium is declared the Successful Bidder
and awarded the Project, all the three members of the Consortium shall enter into the Exploration
Services Agreement with CGM and for performing all its obligations as the Agency in terms of the
Exploration Services Agreement for the Project.
4. Role of the Parties
The Parties hereby undertake to perform the roles and responsibilities as described below:
a) Party of the First Part shall be the Lead Member of the Consortium and shall have Board
Resolution in its favour from the Other Member for conducting all business for and on behalf of
the Consortium during the Bidding Process and until the signing date of the Exploration
Services Agreement;
b) In addition to the above, the role of the Party of the First Part shall be as follows: -
(Please provide)
The role of the Party of the Second Part shall be as follows: -
(Please provide)
The role of the Party of the Third Part shall be as follows: -
(Please provide)
5. Joint and Several Liability
The Parties do hereby undertake to be jointly and severally responsible for all obligations and
liabilities relating to the Project and in accordance with the terms of the RFP, RFP and the
Exploration Services Agreement.
6. Representation of the Parties
Each Party represents to the other Parties as of the date of this Agreement that:
a) Such Party is duly organized, validly existing and in good standing under the laws of its
incorporation and has all requisite power and authority to enter into this Agreement;
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b) The execution, delivery and performance by such Party of this Agreement has been authorised
by all necessary and appropriate corporate or governmental action and a copy of the extract of
the charter documents and board resolution/ power of attorney in favour of the person
executing this Agreement for the delegation of power and authority to execute this Agreement
on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of
its knowledge:
i. require any consent or approval not already obtained;
ii. violate any Applicable Law presently in effect and having applicability to it;
iii. violate the memorandum and articles of association, by-laws or other applicable
organisational documents thereof;
iv. violate any clearance, permit, concession, grant, license or other governmental
authorisation, approval, judgement, order or decree or any mortgage agreement, indenture
or any other instrument to which such Party is a party or by which such Party or any of its
properties or assets are bound or that is otherwise applicable to such Party; or
v. create or impose any liens, mortgages, pledges, claims, security interests, charges or
Encumbrances or obligations to create a lien, charge, pledge, security interest,
encumbrances or mortgage in or on the property of such Party, except for encumbrances
that would not, individually or in the aggregate, have a material adverse effect on the
financial condition or prospects or business of such Party so as to prevent such Party from
fulfilling its obligations under this Agreement;
c) this Agreement is the legal and binding obligation of such Party, enforceable in accordance
with its terms against it; and
7. Termination
This Agreement shall be effective from the date hereof and shall continue in full force and effect
until the expiry or termination of Exploration Services Agreement in case the Project is awarded to
the Consortium. However, in case the Consortium is either not pre-qualified for the Project or does
not get selected for award of the Project, the Agreement will stand terminated in case the Bidder is
not pre-qualified or upon return of the EMD by CGM to the Bidder, as the case may be.
8. Miscellaneous
8.1. This Consortium Agreement shall be governed by laws of India.
8.2. The Parties acknowledge and accept that this Agreement shall not be amended by the Parties
without the prior written consent of CGM.
IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED
For and on behalf of
LEAD MEMBER by:
(Signature)
SIGNED, SEALED AND DELIVERED
For and on behalf of
SECOND PART by:
(Signature)
SIGNED, SEALED AND DELIVERED
For and on behalf of
THIRD PART by:
(Signature)
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(Name)
(Designation)
(Address)
(Name)
(Designation)
(Address)
(Name)
(Designation)
(Address)
In the presence of:
1 2 3
Notes:
1. The mode of the execution of the Consortium Agreement should be in accordance with the procedure,
if any, laid down by the Applicable Law and the charter documents of the executant(s) and when it is
so required, the same should be under company’s round seal affixed in accordance with the required
procedure.
2. Each Consortium Member should attach a copy of the extract of the charter documents and documents
such as resolution / power of attorney in favour of the person executing this Agreement for the
delegation of power and authority to execute this Agreement on behalf of the Consortium Member.
3. For a Consortium Agreement executed and issued overseas, the document shall be legalised by the
Indian Embassy and notarized in the jurisdiction where the Power of Attorney/resolution has been
executed.
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10.9. Format for Power of Attorney by Other Member authorising signing of the bid by the Lead
Member
[To be notarized and to be executed on non-judicial stamp paper of appropriate value]
Whereas CGM has invited bids for Selection of exploration agency for exploration of Bentonite in
Raydhanjar Part - 2 block in Kachchh district of Gujarat (“Project”).
Whereas, ___________, ___________ and _______________ (collectively the “Consortium”) being
members of the Consortium are interested in bidding for the Project in accordance with the terms and
conditions of the Request for Proposal and other connected documents in respect of the Project, and
Whereas, it is necessary for the members of the Consortium to designate one of them as the Lead Member
with all necessary power and authority to do for and on behalf of the Consortium, all acts, deeds and things
as may be necessary in connection with the Consortium’s bid for the Project and its execution.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS
We, ……………… having our registered office at …………………,and M/s. ……………………, having
registered office at …………………, (hereinafter referred to as “Principal”) do hereby irrevocably designate,
nominate, constitute, appoint and authorize M/s …………………, having its registered office at
………………………, being one of the members of the Consortium, as the Lead Member and true and
lawful attorney of the Consortium (hereinafter referred to as the “Attorney”) and hereby irrevocably authorize
the Attorney (with power to sub-delegate) to conduct all business for and on behalf of the Consortium and
any one of us during the bidding process and, in the event the Consortium is awarded the contract, during
the execution of the Project, and in this regard, to do on our behalf and on behalf of the Consortium, all or
any of such acts, deeds or things as are necessary or required or incidental to the submission of its bid for
the Project, including but not limited to signing and submission of all applications, bids and other documents
and writings, accepting the Letter of Award, participating in bidders’ and other conferences, responding to
queries, submitting information/ documents, signing and executing contracts and undertakings consequent
to acceptance of the bid of the Consortium and generally to represent the Consortium in all its dealings with
CGM, and/ or any other person, in all matters in connection with or relating to or arising out of the
Consortium’s bid for the Project and/ or upon award thereof till the Exploration Services Agreement is
entered into with CGM.
AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or
caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power
of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby
conferred shall and shall always be deemed to have been done by us/ Consortium.
Capitalized words not defined herein shall have the meaning ascribed to them in the Bidding Documents.
IN WITNESS WHEREOF WE THE PRINCIPAL ABOVE NAMED HAVE EXECUTED THIS POWER OF
ATTORNEY ON THIS ……………… DAY OF …... 20…
For ……………………...
(Signature, Name & Title)
(Executant)
(To be executed by the Other Member of the Consortium)
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Witnesses:
1.
2.
Notes:
1. The mode of execution of the Power of Attorney should be in accordance with the procedure, if any,
laid down by the applicable law and the charter documents of the executant(s) and when it is so
required, the same should be under common seal affixed in accordance with the required procedure.
2. Wherever required, the Bidder should submit for verification the extract of the charter documents and
documents such as a resolution/ power of attorney in favour of the person executing this Power of
Attorney for the delegation of power hereunder on behalf of the Bidder.
3. Power of Attorney should be executed upon payment of stamp duty of appropriate value, as applicable
in the State, where such Power of Attorney has been executed.
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10.10. Format for Certificate of Total Compliance
(On letter head of the Bidding Entity/Lead Member of Bidding Consortium)
Certificate of Total Compliance
To,
Commissioner of Geology and Mining
Industries & Mines Department, Govt. of Gujarat
Block no 1, 7th floor
Udhyog Bhavan, Gandhinagar - 382010
Sub: Undertaking of Compliance with the Scope of work, roles & responsibilities and other terms
and conditions as mentioned in the Bid Document.
Sir,
1. We_________________________________ unconditionally offer to undertake the works as
indicated in the Notice Inviting Tender and the Bid Document and hereby bind myself / ourselves
to execute the work as per the scope stipulated in the Bid Document and under the subject-stated
above.
2. We have read the conditions of Notice Inviting Tender, RFP Document and Draft Exploration
Services Agreement including any clarification, addendum or corrigendum issued in reference to
this tender attached hereto and agree irrevocably to abide by such conditions. We agree to execute
the work and achieve the target without any let or demur or hindrance.
3. We have full knowledge and understanding of the Site conditions.
4. We shall comply with all the Applicable Laws and conditions of all the approvals and clearances
and orders granted upon by CGM in relation to the ______________ blocks.
5. We bind myself / ourselves to furnish the required Performance Security, failing which we shall
have no objection to the forfeiture of the earnest money deposited by us with CGM and bear all the
liabilities.
6. There is no existing or potential conflict of interest which may affect our ability to perform our
obligations contemplated in the Bid Document.
Yours sincerely,
Name:
Designation:
Signature & Company’s Round Seal
Dated the --------- day of ------- of 20---
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10.11. Declaration by the Bidder
[To be notarized and to be executed on non-judicial stamp paper of appropriate value]
We ------------------------ (The legal name of the Bidding Entity/Consortium Member) having Registered office
at ----------------------.declare that,
1. We ____________________ (Name of the Bidder), an entity duly incorporated under the laws of
India, having its registered office at ___________________ having examined in detail and
understood the terms and conditions stipulated in the aforesaid Documents and subsequent
corrigendum, if any, issued by CGM confirm that our Techno-Commercial Proposal is in full
conformity with the Bid Document.
2. We acknowledge that CGM will be relying on the information provided in the Techno-Commercial
Proposal and the documents accompanying the Techno-Commercial Proposal for qualification of
the Bidders, and we certify that all information provided in the Techno-Commercial Proposal are
true and correct; nothing has been omitted which renders such information misleading; and all
documents accompanying the Techno-Commercial Proposal are true copies of their respective
originals.
3. We shall make available to CGM any additional information it may find necessary or require to
supplement or authenticate our Techno-Commercial Proposal.
4. We acknowledge the right of CGM to reject our Techno-Commercial Proposal/Bid without assigning
any reason or otherwise and hereby waive, to the fullest extent permitted by applicable law, our
right to challenge the same on any account whatsoever.
5. We certify that in the last five years, we/ any of the Consortium Members have neither failed to
perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial authority
or a judicial pronouncement or arbitration award, nor been expelled from any project or contract by
any public authority nor have had any contract terminated by any public authority for breach on our
part.
6. We declare that:
a) We have examined and have no reservations to the RFP document, including any
Corrigendum/ Addendum issued by CGM;
b) We do not have any conflict of interest in accordance with Section 9.3 of the RFP document
and have not directly or indirectly or through an agent engaged or indulged in any corrupt
practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as
defined in Section 9.2 of the RFP document, in respect of any tender or request for proposal
issued by or any agreement entered into with CGM or any other public sector enterprise or any
government, Central or State; and
c) We hereby certify that we have taken steps to ensure that in conformity with the provisions of
Section 9.2 of the RFP document, no person acting for us or on our behalf has engaged or will
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engage in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice.
d) We are not affected by any of the disqualifications stated in Section 9.4.
7. We understand that CGM may cancel the Bidding Process at any time and that CGM is neither
bound to accept any Techno-Commercial Proposal/ Bid that you may receive nor to invite the
Bidders to Bid for the Project, without incurring any liability to the Bidders, in accordance with
Section 10.8 of the RFP document.
8. We believe that we/our proposed consortium (as applicable) satisfy(s) all the Qualification
Requirements as specified in the RFP document and are/ is qualified to submit a Bid.
9. We declare that we/any member of the consortium, are/ is not another Bidder/ or a member of a/
any other consortium submitting a Techno-Commercial Proposal/ Bid for Selection of exploration
agency for exploration of Bentonite in Raydhanjar Part - 2 block in Kachchh district of Gujarat.
10. We certify that in regard to matters other than security and integrity of the country, we/ any member
of the consortium or any of our Affiliates, Associates or Promoter have not been convicted by a
Court of Law or indicted or adverse orders passed by a regulatory authority which could cast a
doubt on our ability to undertake the Project or which relates to a grave offence that outrages the
moral sense of the community.
11. We further certify that in regard to matters relating to security and integrity of the country, we/ any
member of the consortium or any of our Affiliates, Associates or Promoter have not been charge-
sheeted by any agency of the Government or convicted by a Court of Law.
12. We undertake that in case due to any change in facts or circumstances during the Bidding Process,
we are attracted by the provisions of disqualification in terms of the provisions of this Bid Document,
we shall intimate CGM of the same immediately.
13. The Proposal submitted by us shall be valid for a minimum period of 180 (one hundred and eighty)
days from Bid Submission Date or any extension thereof as requested by CGM.
14. We further declare that by submitting this Proposal, we agree to be bound by the terms and
conditions of the RFP document.
15. We certify that we have full knowledge and understanding of the Site conditions.
16. We understand that CGM reserves the right in its sole discretion, without any obligation or liability
whatsoever, to accept or reject any or all of the Proposals at any stage of the Bidding Process
without assigning any reasons to us. The undersigned declare that the statements made and the
information provided in the duly completed Application are complete, true and correct in every
detail.
For --------------------- (The legal name of the Bidding Entity/Consortium member),
(Signature of the Authorized Signatory)
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(Name and Designation of the Authorized Signatory)
Authorized Signatory
Company’s Round Seal
Dated the --------- day of ------- of 20---
Notes:
1. The declaration should be provided by the Bidding Entity and the members of the Bidding Consortium
(as applicable) separately.
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11. Forms for furnishing Financial Bid
(To be submitted on line only (through n-procure) no physical submission of price bid)
Bidding for:
Name of Bidder:
S.
No.
Nature of Work Quoted rates in INR per
meter (includes all taxes
except GST) (in INR)
Quoted rates in INR per meter
(includes all taxes except GST)
(in words)
1. Exploration of Bentonite
in Raydhanjar Part II
block in Kachchh district
of Gujarat
Note:
1. The price quoted above includes cost/ expenses incurred by the Agency incidental to the
execution of scope of work under this Agreement
2. Above quoted fee includes all taxes, duties, levies, cess etc. except GST on the services
rendered to CGM by the Agency.
GST:
GST, if applicable and payable by the successful bidder, shall be reimbursed by CGM at actual subject to
submission of documentary proof of having remitted / adjusted the GST and to the extent directly related
to the services rendered by the successful bidder under the contract. This shall be subject to submission
of documentary proof clearly mentioning the name of work and respective RA Bill No.
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12. Exploration Services Agreement (ESA)
(Enclosed)
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13. Checklist
Checklist for documents to be submitted by Bidder for participation under various Bidding routes.
13.1. For Route A (as per Clause 6.3.1)
Sl. No.
Reference Clause for the required format
Description
1. General Tender Fee
2. Clause 10.1 Format for Cover Letter
3. Clause 10.2 Format for Summary of Techno-Commercial Proposal
4. Clause 10.3 Format for Submission of Technical Qualifications as per Technical Criteria
5. Clause 10.4 Format for Submission of Financial Criteria as per Qualifying Requirements
6. Clause 10.5 Proforma for Bank Guarantee /Earnest Money Deposit (EMD)
7. Clause 10.6 Format for Board Resolution by the Bidder/Lead Member and Other Member of Bidding Consortium
8. Clause 10.7 Format for Power of Attorney for signing of Bid for Bidding Entity/Lead Member/Other Member
9. Clause 10.10 Format for Certificate of Total Compliance
10. Clause 10.11 Declaration by the Bidder
11. Clause 11. Format for Financial Proposal (Price Offer – to be quoted online)
12. Clause 8.1.1.l) Signed copy of the Bid documents comprising of RFP document, Draft ESA and all corrigendum, amendment and clarifications issued from time to time
13.2. For Route B (as per Clause 6.3.2)
Sl. No.
Reference Clause for the required format
Description
1. General Tender Fee
2. Clause 10.1 Format for Cover Letter
3. Clause 10.2 Format for Summary of Techno-Commercial Proposal
4. Clause 10.3 Format for Submission of Technical Qualifications as per Technical Criteria
5. Clause 10.4 Format for Submission of Financial Criteria as per Qualifying Requirements
6. Clause 10.5 Proforma for Bank Guarantee /Earnest Money Deposit (EMD)
7. Clause 10.6 Format for Board Resolution by the Bidder/Lead Member and Other Member of Bidding Consortium
Bid Document for Selection of Exploration Agency
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Sl. No.
Reference Clause for the required format
Description
8. Clause 10.7 Format for Power of Attorney for signing of Bid for Bidding Entity/Lead Member/Other Member
9. Clause 10.8 Format for Consortium Operating Agreement
10. Clause 10.9 Format for Power of Attorney by Other Member authorising signing of the bid by the Lead Member
11. Clause 10.10 Format for Certificate of Total Compliance
12. Clause 10.11 Declaration by the Bidder
13. Clause 11. Format for Financial Proposal (Price Offer – to be quoted online)
14. Clause 8.1.1.l) Signed copy of the Bid documents comprising of RFP document, Draft ESA and all corrigendum, amendment and clarifications issued from time to time
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14. Clarifications regarding Bid Document
S. No.
Clause ref no. and Page no.
Existing Provision
Clarification Required
Suggested Text for Amendment, if any
Rationale for Clarification or Amendment
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
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15. Instructions to bidders for online bid submission
[to be provided separately on the n-procure portal and CGM website]
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PART II: Specific Conditions of Bid Document
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16. Bidding Schedule
S No. Event Schedule
i. Release of advertisement to newspapers
(in English and Hindi national daily)
12/12/2018
ii. Availability of Bid Documents for download on nprocure portal/ CGM Website
12/12/2018 to 09/01/2019
iii. Last date for purchase of the Bid Documents 09/01/2019
iv. Last date for online submission of Techno Commercial Proposal and Price Offer (Bid Submission Date)
09/01/2019 at 1800 Hrs
v. Last date for hard copy submission of documents 09/01/2019 at 1800 Hrs
vi. Opening of Techno Commercial Proposals To be notified
vii. Announcement of Qualified Bidders To be notified
viii. Opening of Price Offer of Qualified Bidders To be notified
ix. Announcement of Successful Bidder To be notified
x. Issue of Letter of Award (LOA) To be notified
xi. Signing of Exploration Services Agreement To be notified
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17. Scope of work and duration of contract
17.1. Scope of work
CGM wishes to carry out exploration of Bentonite in Raydhanjar Part - 2 block in Kachchh district of Gujarat.
Details of the block are given below. CGM desires to select a technically competent and financially sound
agency to undertake all the activities necessary for exploration of the blocks at competitive price according
to the terms and conditions as stipulated in the Exploration Services Agreement.
S. No. Name of Block/ Village
Area* (in Ha)
District Tentative drilling meterage (m)
Tentative no. of boreholes to be drilled
1. Raydhanjar
Part - 2
145.98 Kachchh 28,500 570
Note: The quantity of drilling mentioned is tentative and it may increase or decrease depending upon site
condition and progress of drilling. Alterations in the quantities shall not be considered as a change in the
conditions of the contract nor invalidate any of the provision. The duration of the contract would be adjusted
on pro rata basis for any increase/decrease in quantities.
The detailed scope of work is as below.
17.1.1. Geological Mapping and Sampling of Outcrops
a) Carry out geological mapping on 1:4000 scale and fresh outcrop sampling, documentation and
marking of outcrop samples of the project area for delineating the mineralised zone and deposition.
b) The work may include pitting and trenching and if required sampling of outcrop rock.
c) Conduct sampling and arrange for despatch of samples to the Petrography & Mineral Chemistry
Laboratory, Gandhinagar.
d) Make a plan to collect and then despatch the coarse, powder and pulp samples to Petrography &
Mineral Chemistry Laboratory, Gandhinagar for document archive and storage, marking each
sample with a permanent tag.
17.1.2. Survey Work
a) CGM will provide the proposed bore hole location plan of all the areas to be covered under
exploration and location (on plan & Field) of minimum two bench marks with RL and co-ordinates
within close proximity of area of Exploration.
b) The agency has to make its own arrangements to fixup the proposed bore hole location on the site.
They will also determine the Reduced Level and Coordinates of all the bore holes.
c) In case of the bore hole location shown on plan is not feasible on ground, the alternative location
should be decided in consultation with CGM/GMRDS Geologist.
d) However, in case of unavoidable circumstances whatsoever, if work of a block could not be started
or not possible in a particular area than GMRDS/CGM will provide alternative blocks as per
availability after due approval. Further, in case the envisaged drilling quantity is not achieved within
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the identified block, CGM will provide alternative location adjacent to the identified block for
completion of the remaining drilling quantity.
e) Agency has to mark in cadastral maps clearly mentioning land types i.e Government waste land,
private land, Forest land etc.
f) Location of all surface features, natural or artificial, shall be surveyed by Agency for their 3
dimensional co-ordinates. Spot levels at suitable intervals shall be taken up for generating surface
contour at specified intervals for the entire area.
g) The detailed survey for topographical mapping shall be carried out with reference to the primary
order of control stations or by establishing secondary order of control stations depending upon
nature and extent of the area.
h) Any unusual condition or formation on the ground i.e. forest area, location of rocks, outcrops,
possible aggregate deposits etc. shall be surveyed.
17.1.3. Exploratory Drilling
a) The Agency will provide [Mention quantity of rigs] of Core drilling rigs with necessary accessories
and manpower and other ancillary equipment for exploratory core drilling with NQ or equivalent
size. In case of clays, agency has to undertake dry drilling.
b) The boreholes will be vertical. Maximum deviation & drift of 1° is permissible.
c) For delineating the mineral/rock reserve vertically as well as horizontally and also to determine the
total lithology, the Agency will have to drill 10-15 nos. of wide spaced boreholes up to a depth of
200-250 meters at locations as instructed by CGM. The drilling may be stopped earlier at the
instruction of CGM’s geologist or in case deccan trap is encountered earlier in that borehole.
d) Drilling of boreholes, if required, after studying the drilled borehole litho-logs and basin
configuration, may be closed as per the instructions of CGM/GMRDS site Geologist.
e) While drilling wherever water table is encountered, depth of the water table should be recorded and
to be mentioned in the driller logs. Further, this data has to be mentioned in the final
exploration/geological report.
f) The core recovery in all the formation should be at least 85% except in fault zone, weathered zone,
soil, sand and structurally disturbed area.
g) In case of lower core recovery in normal geological conditions or jamming of the boreholes before
completion of planned depth, re-drilling shall be carried out by the Agency at his own cost on the
instruction of CGM/GMRDS representative. However the borehole location shall be at the nearest
possible distance from the original borehole and Agency shall be free to do non-coring drilling up
to the depth from where the core drilling is required with stipulated recovery.
h) Minimum Core Size required: 46 mm
i) Core should be preserved for future references in covered G.I. core boxes with a minimum of 22
Gauge GI sheet having lid with locking arrangements. Cores in core boxes are to be arranged by
the agency with proper numbering and display pattern. Arrangement of core boxes shall be the
responsibility of agency.
Bid Document for Selection of Exploration Agency
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j) Preservation of cores shall be the responsibility of the Agency and it has to ensure that in no way
the cores shall be misplaced or manipulated. The Drilling Agency shall make arrangements for
transportation of the core boxes to the Petrography and Mineral Chemistry laboratory, Raisan,
Gandhinagar or any other location as instructed by the field Geologist of CGM/ GMRDS. If the core
is misplaced or lost then the Agency will be held responsible and shall be penalised as decided by
CGM.
k) Colour photographs of the core recovered, with proper numbering and display, clearly indicating
run depth, bore hole number, with minimum of 10 MP camera should be taken and submitted along
with RA bill. Further, the photographs should bear arrow markings showing top & bottom of the
core.
17.1.4. Core Logging
a) The agency shall adopt Standard procedures of Geological core logging which include details of
Lithology, Thickness, Grain size, Colour and Megascopic Characters and other related details.
b) Agency has to submit all the original logging registers to CGM after completion of the work.
c) During the drilling progress and geological mapping, weekly progress report and monthly progress
report has to be submitted by Agency and after completion of entire project a synopsis/ interim
report duly signed has to be submitted.
17.1.5. Sampling
a) The Agency has to collect samples of all the economical minerals/rocks encountered during drilling
operations.
b) There will be one mineral/rock sample for every 1 meter run .Each sample should be cut by core
splitter. Each sample should be crushed in upto -200 mesh and after coning & quartering, final
sample should be prepared.
c) While drilling, field geologist has to study the cuttings in case of unavoidable core losses.
d) The selected recovered core and sludge/ cuttings shall be arranged properly in core boxes with 6
riffles covered with lid.
e) Each run shall be marked properly by plastic cards and the core boxes shall be numbered properly.
f) The agency will have to make arrangements for core boxes at its cost.
g) The agency has to make its own arrangements to submit the samples of the completed borehole
along with the complete recovered core within 3 days after completion of drilling of each borehole
at Petrography & Mineral Chemistry Laboratory, Gandhinagar for analysis at its own cost.
h) The sampling should be carried out by Agency’s site geologist and it should be informed to
Geologist of CGM/ GMRDS. The Agency has to maintain a sample register for the project.
Bid Document for Selection of Exploration Agency
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17.1.6. Analysis
a) Petrography (megascopic and microscopic), chemical analysis and technical study of the samples
will be carried out by CGM at Petrography & Mineral Chemistry Laboratory, Gandhinagar.
b) Agency has to make arrangements to dispatch samples to the CGM’s facility for analysis at its own
cost. The Agency shall submit a copy of details of samples submitted for analysis to
Additional Director (Exploration), CGM.
c) CGM has right to appoint its own person or any third party person to oversee and monitor work of
Agency at all time. Agency shall provide access and information to such person at all times.
17.1.7. Geological Report
The Agency shall prepare a geological report based on the data and information collected during each
stage of exploration. The report shall include, but not be limited to:
a) Integration of all data and preparation of final database. Prepare consolidated 3-D model of on the
basis of topographic surveys, geological mapping, sampling of outcrops and geophysical surveys,
if required.
b) Interpretation of data, 2-D/3-D models, block models, resource estimation etc. in line with the
objective for each stage of exploration.
Part A: Interim Geological Report
a) Bidder should submit two copies of Interim Geological Report within 30 days after completion of
the drilling of the block.
b) The Interim Report shall contain:
i. Borehole location plan on toposheet 1:50000 scale
ii. Geological plan on 1:4000 scale
iii. Graphic and descriptive logs of completed borehole
iv. Geological cross section along drilled boreholes
v. In case of Limestone, Isothickness and Isopach Map.
Part B: Detailed Geological Report
a) Bidder should submit three (3) hard copies and one (1) soft copy in a CD/DVD of Detailed
Geological Report within 180 days after completion of the estimated drilling of the block.
b) The Geological Study Report (GR) shall be prepared and submitted as mentioned in Part
II A of Schedule I: Evidence of Mineral Resources of Gujarat Minor Mineral Concession
Rules (GMMCR), 2017 and should have the following contents:
Bid Document for Selection of Exploration Agency
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Contents Explanation
1 Title & Ownership Title of Report.
Details of period of prospecting/mineral right if any.
Details of exploration agency, qualification, experience of associated technical persons engaged in exploration.
2 Details of the area Village, Post Office, Taluka, District, State.
Survey of India Toposheet Number and Geo-coordinates of the area of all corner points.
Cadaster details of the area with land use, area under forest with type of forest.
Mineral(s) under investigation.
3 Infrastructure & Environment Local infrastructure, host population, historical sites, forests, sanctuaries, national park and environmental settings of the area.
4 Previous exploration Details of previous exploration carried out by other agencies/parties.
In case the area forms part of the area covered under earlier exploration then the same should be shown in a map with proper scale.
5 Geology Brief regional geology of the area outlining the broad geological, structural frame work.
Local Geology: Deposit/mineralization type, geological setting and details of dip, strike, old workings, surface exposures etc. of the area under study also of adjoining nearby areas if the information is likely to have an impact on the area under study.
Reliable geological map of appropriate scale with geo-coordinates showing major lithological units, structural features; extent of surface mineralization, location of boreholes, pits, trenches, old workings etc.
Cross sections at suitable intervals showing vertical projections of litho-units and mineralization.
The extent and variability of the mineralization expressed as length (along strike or otherwise), plan width, and depth below surface to the upper and lower limits of the Mineral Resource.
6 Aerial/ground geophysical/ geochemical data
Details of aerial, geophysical & geochemical survey results taken up if any and their results.
7 Technological investigation Details of technological investigation (pitting/trenching/drilling etc.).
Bid Document for Selection of Exploration Agency
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Data spacing for reporting of exploration results.
8 Sampling Technique Nature and quality of sampling (e.g. cut channels, random chips etc.) and measures taken to ensure representative sample.
9 Drilling technique & drill sampling employed
Drill type and details like core diameter, collar R.L, azimuth, inclination, coordinates of bore holes etc.
Whether core and chip sample recoveries have been properly recorded and results assessed.
Measures taken to maximize sample recovery and ensure representative nature of the samples.
Whether a relationship exists between sample recovery and grade.
Logging: -Whether core and chip samples have been logged to a level of detail to support appropriate Mineral Resource estimation, mining studies.
10 Sub-sampling techniques and sample preparation
If core, whether cut or sawn and whether quarter, half or all core taken.
For all sample types, the nature, quality and appropriateness of the sample preparation technique.
Measures taken to ensure that the sampling is representative of the in situ material collected.
11 Quality of assay data and laboratory tests
The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.
12 Bulk Density / Specific Gravity
Whether assumed or determined.
13 Resource estimation techniques
Discussion on sufficient data density to assure continuity of mineralization and synthesis adequate data base for estimation procedure used.
The nature and appropriateness of the estimation technique(s) applied and key assumptions, including treatment of extreme grade values, maximum distance of extrapolation from data points.
The basis for the classification of the Mineral Resources into varying confidence categories.
Data verification and /or validation procedures used.
14 Geotechnical Studies (For Dimensional stone report)
Assessment of Blockability.
Bid Document for Selection of Exploration Agency
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Polishing Index.
measurement of compressive strength, tensile strength etc.
15 Annexures/ enclosures to the report
The report shall include all relevant data including maps, sections, logs, analysis reports, photographs etc. in support of the estimates made.
16 Any other information Any other information as may be available or required by any authority as prescribed.
Part C: Prefeasibility Report
a) Bidder should submit three (3) hard copies and one (1) soft copy in a CD/DVD of Detailed
Geological Report within 180 days after completion of the estimated drilling of the block.
b) Contents of a Prefeasibility Report for Estimation and Reporting of Minor Mineral Reserves based
on a Geological Report prepared as per Part II A of Schedule I: Evidence of Mineral Resources of
Gujarat Minor Mineral Concession Rules (GMMCR), 2017. For minor minerals which are mostly
industrial minerals such factors as quality and marketability are important and should be carefully
considered before declaring mineral reserves. The Geological Study Report shall also form a part
of the Prefeasibility Report. The report may incorporate among other things, the following contents
as per Part II B of Schedule I: Evidence of Mineral Resources of Gujarat Minor Mineral Concession
Rules (GMMCR), 2017:
Contents Explanation
1 Mineral
Resource
estimate for
conversion to
Mineral
Reserve
Description of Mineral Resource estimate used as a basis for the conversion
to a Mineral reserve.
Clear statement as to whether the Mineral Resources are reported additional
to, or inclusive of, the Mineral Reserves.
The type and level of study undertaken to enable Mineral Resources to be
converted to Mineral Reserves i.e. Prefeasibility/Feasibility level.
2 Cut off
Parameters
The basis of the adopted cut-off grade(s) or quality parameters applied,
including the basis.
3 Mining
factors or
assumptions
The method and assumptions used to convert the Mineral Resource to a
Mineral Reserve (i.e. either by application of appropriate factors by
optimization or by preliminary or detailed design supported with Conceptual
plan for mining).
Anticipated Ore to OB ratio, mine recoveries, dilutions etc.
The choice of, the nature and the appropriateness of the selected mining
method(s), the size of the selected mining unit (length, width, height) and
other mining parameters including associated design issues such as pre-
strip, access, etc.
Bid Document for Selection of Exploration Agency
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Contents Explanation
The assumptions made regarding geotechnical parameters (eg. pit slopes,
stope sizes, etc.), grade control and pre-production drilling.
The major assumptions made and Mineral Resource model used for pit
optimization (if appropriate).
The mining dilution factors, mining recovery factors, and minimum mining
widths used.
The infrastructure requirements of the selected mining methods. Where
available, the historic reliability of the performance parameters.
4 Cost and
revenue
factors
The derivation of, or assumptions made, regarding projected capital and
operating costs.
The assumptions made regarding revenue including head grade, metal or
commodity price(s) exchange rates, transportation and treatment charges,
penalties, etc.
The allowances made for royalties payable, both Government and private.
Basic cash flow inputs for a stated period.
Yearly planned production, Net Present Value (NPV) and Internal Rate of
Return (IRR) of the deposit, intrinsic value of the deposit based on annual
projected production.
5 Market
assessment
The demand, supply and stock situation for the particular commodity,
consumption trends and factors likely to affect supply and demand into the future.
For industrial minerals the customer specification, testing and acceptance
requirements prior to a supply contract.
6 Other
modifying
factors
The effect, if any, of natural risk, infrastructure, environmental, legal,
marketing, social or governmental factors on the likely viability of a project
and/or on the estimation and classification of the Mineral Reserves.
The status of titles and approvals critical to the viability of the project, such
as quarry leases, discharge permits, government and statutory approvals.
Environmental descriptions of anticipated liabilities. Location plans of
mineral rights and titles.
17.1.8. Details of Map and plan
Agency shall submit following key plans:
a) Location/ Key plan of the area
b) Borehole location plan on cadastral map
Bid Document for Selection of Exploration Agency
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c) Borehole location plan on toposheet. (1: 50,000)
d) Geological map on 1:4000 scale in hard and soft copies
e) Satellite imagery maps along with borehole location, boundary coordinates, gridlines coordinates (UTM and Northing Easting / Latitude-longitude formats) with borehole data of the explored area in soft copy (.kml/ .kmz) and hard copies
f) Surface structure contour map on 1 m contour interval
g) Floor contour plans
h) Roof contour plans
i) Geological cross sections along drilled boreholes
j) Graphical lithologs of the drilled boreholes on 1:1000 scale.
k) Isopach & Isograde maps of various rocks
l) Thiesen polygon map having borehole wise reserves.
m) Reserve calculation map
n) In case of Limestone, Limestone to overburden ratio contour map
17.1.9. Statutory Compliances
The contractor shall undertake the Detailed Exploration [Name of Mineral] block of CGM under strict
compliance of all related Acts / Rules /Regulations / Circulars / Bye-laws / Notifications/ Orders/ Notices
/ Guidelines/ Directions and amendments. The indicative list of laws governing the mining operations
in India are given below. As the laws and statues listed below are not exhaustive, contractor shall obtain
independent legal advice with regard to compliance to all applicable laws :-
i. The Mines & Minerals (Development and Regulation) Act 1957.
ii. The Mineral Conservation and Development Rules, 2017
iii. The Mineral Concession Rules 2016
iv. Gujarat Minor Mineral Concession Rules 2017
v. The Land Acquisition Act 2013.
vi. Forest (Conservation) Act 1980 including Rules.
vii. Forest Rights Act 2006
viii. Water (Prevention and Control of Pollution) Act including Rules 1974.
ix. Air (Prevention and Control of Pollution) Act including Rules 1981.
x. Environmental (Protection) Act 1986.
xi. The Mines Act 1952.
xii. Mines Rules 1955.
xiii. Metalliferous Mines Regulations 1961.
xiv. The Contract Labour (Regulation and Abolition) Act 1970.
Bid Document for Selection of Exploration Agency
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xv. The Employees Compensation Act, 1923.
xvi. The Payment of Bonus Act, 1965 and Rules thereunder.
xvii. The Apprentices Act, 1961 and Rules made thereunder.
xviii. The Contract Labor (Regulation and Abolition) Act, 1970.
xix. The Payment of Wages Act 1936 and Rules thereunder.
xx. The Minimum Wages Act, 1948.
xxi. The Maternity Benefit Act, 1961.
xxii. The Employers’ Liability Act, 1938.
xxiii. The Employment of Children Act, 1923
xxiv. Minerals (Evidence of Mineral Contents) Rule 2015.
xxv. Any other statutory enactment relevant to in this regard.
In addition to above, there are acts, bye laws dealing with the use of explosives, motor vehicles,
electricity, wages, remuneration etc. and another category of acts relating to marketing, distribution,
sales, pricing, contracts, transportation, exports / imports of various minerals.
17.1.10. General responsibilities
a) The Agency shall mobilize all the equipment for drilling within the time schedule.
b) The Agency shall deploy its own manpower for the satisfactory completion of the entire scope of work.
c) The Agency shall make its own arrangement for shifting the drilling rigs to new location / site at its own cost.
d) The Agency shall arrange the GI core boxes for preserving the core at its own cost.
e) The Agency shall make its own arrangement for diesel, lubricants, all other consumables, power, camping, transportation etc.
f) After completion of drilling, each borehole shall be sealed (plugged) by the bidder. After sealing, the bidder shall construct and erect pillars [of standard size to be specified by CGM] with borehole number and RL engraved at the borehole sites at its cost.
17.2. Duration of contract
The duration of the contract shall be as follows from the date of start of work in the block:
Completion of drilling & associated exploration activities (in months)
Completion of Interim Geological Report (in months)
Completion of Detailed Geological Report with Prefeasibility Report (in months)
Total Completion Period (in months)
18 Months
1 month from completion of drilling activities
6 months from completion of drilling activities
24 Months
Bid Document for Selection of Exploration Agency
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18. Qualification Criteria and other information
S.
No.
Topic Particulars
18.1. Amount and
Validity of
Earnest
Money
Deposit (EMD)
INR 18 lakh (INR Eighteen Lakh Only) and should be valid for 180 days from
the Bid Submission Date, with further claim period of 120 days beyond the
validity date of Earnest Money Deposit.
18.2. Performance
Security
5% of Contract Value
18.2. Technical
Criteria
a) The Bidder must have at least 10,000 meters of Diamond/TC core
drilling experience in mining/ mineral exploration sector the last
seven Financial Years ending on 31.03.2018.
b) The Bidder should have access to (own/lease/rental) atleast 10 nos.
of drilling rigs along with drilling accessories and water pump.
c) The Bidder must have experience of preparing 3 geological reports/
exploration reports in last seven Financial Years ending 31.03.2018.
d) The Bidder must have on its rolls at least 1 Senior Geologist (M. Sc.
In Geology with at least 10 years of experience in exploration work,
geological mapping, core logging, preparation of sections and maps,
interpretation of samples etc.) , 2 Geologists (M.Sc. in Geology
having 5 years of experience in exploration work, core logging,
preparation of samples, cross section plans etc., 1 surveyor with at
least 03 years of experience in surveying methods using DGPS/TS,
knowledge of preparation of plans, contour maps, map preparing
software etc. and 1 Drilling Head (with at least 7 years of experience
in core drilling].
e) The Bidder must have experience of core drilling experience in last
seven Financial Years in any of the following minerals: Coal/Lignite,
bauxite, silica sand, china clay and bentonite.
f) The Bidder must have working experience of core drilling with
Government or Public Sector Undertakings in last seven Financial
Years.
18.3. Financial
Criteria
a) The Bidder shall have to fulfil the average annual Turnover
requirement of at least INR 3.42 Crore during last three completed
Financial Years i.e. FY 2015-16, 2016-17 and 2017-18.
and
b) The Bidder shall have to fulfil the Net Worth requirement of at least
INR 1.14 Crore on 31.03.2018 and Net Worth should be positive.
Bid Document for Selection of Exploration Agency
Page 81 of 82
S.
No.
Topic Particulars
18.4. Marking
Scheme
S. No.
Particulars Marking scheme Total marks
1. The Bidder must have core drilling experience in the last seven Financial Years.
≥ 10000 m - <15000 m - 9 Marks
≥ 15000 m - <25000 m -12 Marks
≥ 25000 m- 15 Marks
15
2. The Bidder should have access to (owned/leased/rented) core drilling rigs along with drilling accessories and water pump.
10 drilling rigs – 6 Marks
12 drilling rigs- 8 Marks
14 drilling rigs- 10 Marks
10
3. The Bidder must have experience of preparing geological report/ exploration report.
3 Geological Reports- 9 Marks
4 Geological Reports-12 Marks
More than 4 Geological Reports- 15 marks
15
4. The Bidder must have at least Geologists (M.Sc. in Geology having 3 years of experience), Surveyors (possessing mine surveying certificate and having experience of mine surveying/topographic of at least 03 years) and Senior Geologists (with at least 05 year experience) on its rolls.
At Least 02 geologists (05 years’ experience), 01 surveyor (03 years’ experience), 01 Senior Geologist (10 years’ experience), 01 Drilling Head (07 years’ experience)- 12 Marks
At least 03 geologists (05 years’ experience), 01 surveyor (03 years’ experience), 02 Senior Geologist (10 years’ experience), 01 Drilling Head (07 years’ experience)- 16 Marks
At least 4 geologists (05 years’ experience), 01 surveyor (03 years’ experience ), 03 Senior Geologist (10 years’ experience), 01 Drilling Head (07 years’ experience) - 20 Marks
20
5. The Bidder must have experience of core drilling in last seven
09 marks for experience in any one of the minerals
15
Bid Document for Selection of Exploration Agency
Page 82 of 82
S.
No.
Topic Particulars
years in any of the following minerals: Coal/ Lignite, bauxite, silica sand, China Clay and bentonite.
12 marks for experience in any three of the minerals
15 marks for experience in any five or more of the minerals
6. The Bidder must have experience of core drilling with Government & Public Sector Undertakings in last seven years
Experience of 2500 meters - 03 Marks
Experience of 5000 meters- 04 Marks
Experience of 7500 meters or more- 05 Marks
5
7. The Bidder shall have to fulfil the average annual Turnover requirement of at least INR 3.42 Crore during last three completed Financial Years ending on 31st March 2018.
AND
The Bidder shall have to fulfil the Net Worth requirement of at least INR 1.12 Crore as on 31.03.2018.
20
Total marks 100
18.5. List of copy of
documents to
be handed
over to Bidder
• Details of area to be explored with cadastral maps
• Borehole location plan
Draft Exploration Services Agreement CGM
Page 1 of 65
Draft Exploration Service Agreement
for
Exploration of [Mineral] blocks in Gujarat
Draft Exploration Services Agreement CGM
Page 2 of 65
AGREEMENT BETWEEN COMMISSIONER OF GEOLOGY AND MINING AND [AGENCY]
THIS AGREEMENT is entered into on the ...................... day of .............................. 20[XX]1
BETWEEN
“Commissioner of Geology and Mining”, having its office at Block No. 1, 7th Floor, Udhyog Bhavan, Sector
11, Gandhinagar, Gujarat (hereinafter referred to as the “CGM”), which expression shall, unless repugnant
to the context or meaning thereof, include its successors and assigns of One Part;
AND
{“[Name of Agency]”, a company incorporated under the provisions of the Companies Act, 1956/2013 and
having its registered office at [XXX], (hereinafter referred to as the “Agency”), which expression shall,
unless repugnant to the context or meaning thereof; include its successors and permitted assigns and
substitutes of Other Part.}
OR
{“[Name of Lead Bidder]”, a company/firm/LLP incorporated under the provisions of the XXX and having its
registered office at [XXX], “[Name of Consortium Member]”, a company/firm/LLP incorporated under the
provisions of the XXX and having its registered office at [XXX], and “[Name of Consortium Member, if
applicable]”, a company/firm/LLP incorporated under the provisions of the XXX and having its registered
office at [XXX], (hereinafter collectively referred to as the “Agency”), which expression shall, unless
repugnant to the context or meaning thereof; include its successors and permitted assigns and substitutes
of Other Part.}
WHEREAS:
A. CGM had resolved to explore [Block name] to G2/G3 level of exploration in accordance with exploration
norms given in Minerals (Evidence of Mineral Contents) Rules, 2015 / the Gujarat Minor Mineral
Concession Rules, 2017 through a contract for, inter alia, exploration of the [Block name and address]
(the “Block”) in accordance with the terms and conditions set forth in this agreement (the “Exploration
Services Agreement” or “ESA” or “Agreement”).
B. CGM had accordingly invited proposals from the bidders by its Bid Document No. XXX dated XXX
(“RFP” or “Request for Proposal”) for short listing of bidders and shortlisted certain bidders including,
inter alia, the {selected bidder/Consortium}2 on the basis of prescribed technical and financial
qualification requirements as per the terms and conditions of the RFP. {The Consortium has [XXX] and
[XXX] as Consortium Members and [XXX] as Lead Member.}
C. After evaluation of the bids received, CGM had accepted the bid of the {selected bidder/ Consortium}
and issued its Letter of Award No [XXX] dated [XXX] (hereinafter called the "LOA") to the {selected
bidder/Consortium} requiring, inter alia, the execution of this Agreement within 30 (thirty) days of the
date of issue thereof.
1 The provisions in square brackets shall be suitably modified after the issue of Letter of Award (LOA) in order to reflect the bid specific particulars in the Agreement. 2 The provisions in curly parentheses shall be suitably modified after the issue of Letter of Award (LOA) in order to reflect the bid specific particulars in the Agreement.
Draft Exploration Services Agreement CGM
Page 3 of 65
D. After issuance of LOA by CGM vide letter no. [XXX] dated [XXX], the {selected bidder/Any member of
the Consortium/Agency} has submitted Performance Security vide Bank Guarantee No. XXX for an
amount of XXX dated XXX in the format provided in Schedule-B of this Agreement.
E. CGM {has agreed to the said request of the Agency, and} has accordingly agreed to enter into this
Agreement with the Agency for exploration of the Block, subject to and on the terms and conditions set
forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set
forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the Parties agree as follows:
Draft Exploration Services Agreement CGM
Page 4 of 65
Article 1: Definitions and interpretations
1.1 Definitions
1.1.1 The words and expressions capitalized and defined in this Agreement shall, unless the context
otherwise requires, have the meaning ascribed thereto herein, and the words and expressions
defined in the Schedules and used therein shall have the meaning ascribed thereto in the
Schedules.
1.1.2 In this Agreement, the following words and expressions shall, unless repugnant to the context or
meaning thereof, have the meaning hereinafter respectively assigned to them:
“Accounting Year” shall mean the financial year commencing from the first day of April of any calendar
year and ending on the thirty-first day of March of the next calendar year, provided that, the first
Accounting Year shall commence from the Appointed Date and end on the thirty-first day of March of the
next calendar year. The start date and end date of financial year shall be as per the definition of financial
year given in Companies Act, 2013. If there is any change in the definition of financial year in the
Companies Act, 2013, the same shall be applicable in Accounting Year in this Agreement;
“Actual Drilling” shall have the meaning set forth in Clause 11.2.
“Additional Capacity” shall have the meaning set forth in Clause 13.2
“Affected Party” shall have the meaning set forth in Clause 21.1.2
“Affiliate” shall mean and include any Person, any other Person directly or indirectly controlling, or
Controlled by such Person. The Affiliate of the Bidding Entity can be either one of its subsidiaries or its
Holding Company;
“Agency Default” shall have the meaning set forth in Clause 20.1.1;
“Agreement” shall have the meaning set forth in Recital A of this Agreement;
“Applicable Laws” shall mean all applicable statutes, laws, by-laws, rules, regulations, orders,
ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other
requirements or official directive of any governmental authority or court or other law, rule or regulation
approval from the relevant governmental authority, government resolution, directive, or other government
restriction or any similar form of decision of, or determination by, or any interpretation or adjudication
having the force of law in India.
“Applicable Permits” shall mean all clearances, licences, permits, authorisations, no objection
certificates, consents, approvals and exemptions required to be obtained or maintained under Applicable
Laws in connection with the exploration work during the subsistence of this Agreement;
“Appointed Date” shall have the meaning set forth in Clause 4.1.6;
“Associate” shall have the meaning ascribed to it in section 2(6) of the Companies Act, 2013.
“Bank” shall mean a scheduled/nationalized bank incorporated in India and or any other bank acceptable
to CGM;
“Bank Rate” shall mean the rate of interest specified by the Reserve Bank of India from time to time in
pursuance of section 49 of the Reserve Bank of India Act, 1934 or any replacement of such Bank Rate for
the time being in effect;
Draft Exploration Services Agreement CGM
Page 5 of 65
“Bid” shall mean the documents in their entirety comprised in the bid submitted by the {selected bidder/
Consortium} including Bid Document and any correspondence made in response to the Request for
Proposal in accordance with the provisions thereof;
“Bid Due Date” shall mean the last date on which the Techno-commercial proposal and Price Offer may
have been submitted in accordance with the provisions of the Request for Proposal;
“Bid Security” shall mean the security provided by the {selected bidder/ Lead Member} to CGM along
with the Bid of a sum of Rs. [XXX] (Rupees [XX] lakhs only), in accordance with the Request for Proposal,
and which is to remain in force until substituted by the Performance Security;
“Change in Law” shall mean the occurrence of any of the following after the Bid Due Date, to the extent such occurrence was not reasonably foreseeable by the Parties prior to the Bid Due Date: (a) the enactment of any new Indian law; (b) the repeal, modification or re-enactment of any existing Indian law; or (c) a change in the interpretation or application of any Indian law by a judgement of a court of record
which has become final, conclusive and binding, as compared to such interpretation or application by a court of record prior to the Bid Due Date;
“Change of Scope” shall have the meaning set forth in Clause 10.1.1;
“Change of Scope Notice” shall have the meaning set forth in Clause 10.2.1;
“Change of Scope Order” shall have the meaning set forth in Clause 10.2.2;
“Conditions Precedent” shall have the meaning set forth in Clause 4.1;
{“Consortium” shall have the meaning set forth in Recital B of this Agreement}
{“Consortium Member” shall mean a company specified in Recital B of this Agreement as a member of
the Consortium;}
“Contract Period” shall mean the period starting on and from the Appointed Date and ending on the
date of termination of the Agreement;
“Contract Value” shall mean the Drilling Requirement over the Contract Period multiplied by Exploration
Charge as given in Clause 14.1.1;
“Contractor” shall mean the person or persons, as the case may be, with whom the Agency has entered
into any operation and maintenance contract or any other material agreement or contract for activities
related to exploration or matters incidental thereto, but does not include a person who has entered into an
agreement for providing financial assistance to the Agency;
“CP Satisfaction Notice” shall have the meaning set forth in Clause 4.1.6;
“Cure Period” shall mean the period specified in this Agreement for curing any breach or default of any
provision of this Agreement by the Party responsible for such breach or default and shall:
(a) commence from the date on which a notice is delivered by one Party to the other Party asking the
later to cure the breach or default specified in such notice;
(b) not relieve any Party from liability to pay Damages or compensation under the provisions of this
Agreement; and
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(c) not in any way be extended by any period of Suspension under this Agreement;
provided that if the cure of any breach by the Agency requires any reasonable action by the Agency that
must be approved by CGM hereunder, the applicable Cure Period shall be extended by the period taken
by CGM to accord their approval;
“Damages” shall have the meaning set forth in Clause 1.2.1(x);
“Dispute” shall have the meaning set forth in Clause 22.1.1;
“Dispute Resolution Procedure” shall mean the procedure for resolution of Disputes set forth in
Article 22;
“Document” or “Documentation” shall mean documentation in printed or written form, or in tapes,
discs, drawings, computer programmes, writings, reports, photographs, films, cassettes, or expressed in
any other written, electronic, audio or visual form;
“Drilling Requirement” shall have the meaning set forth in Clause 11.1;
“Encumbrance” shall mean, any encumbrance such as mortgage, charge, pledge, lien, hypothecation,
security interest, assignment, privilege or priority of any kind having the effect of security or other such
obligations, and shall include any designation of loss payees or beneficiaries or any similar arrangement
under any insurance policy pertaining to the mineral block.
“Equipment” shall mean the tools, machinery, vehicles and other equipment provided or installed at the
exploration site and used for exploration activities for purposes incidental or consequential thereto;
“Exploration Charge” shall have the meaning set forth in Clause 13.1.1;
“Force Majeure” or "Force Majeure Event" shall have the meaning set forth in Clause 21.1;
“CGM Representative” shall mean such person or persons as may be authorized in writing by CGM to
act on its behalf under this Agreement and shall include any person or persons having CGM to exercise
any rights or perform and fulfill any obligations of CGM under this Agreement;
“Government” shall mean the Government of India or the Government of the State having territorial
jurisdiction over the mineral block, as the case may be;
“Governmental Authority” shall mean any government authority, statutory authority, government
department, agency, commission, board, tribunal or court or other law, rule or regulation making entity
having or purporting to have jurisdiction on behalf of the Republic of India or any state or other
subdivision thereof or any municipality, district or other subdivision thereof;
“Indemnified Party” shall mean the Party entitled to the benefit of an indemnity pursuant to
Clause 18.3;
“Indemnifying Party” shall mean the Party obligated to indemnify the other Party pursuant to
Clause 18.3;
“Insurance Cover" shall mean the aggregate of the maximum sums insured under the insurances taken
out by the Agency pursuant to Article 17, and includes all insurances required to be taken out by the
Agency under Clause 17.2 but not actually taken, and when used in the context of any act or event, it
shall mean the aggregate of the maximum sums insured and payable or deemed to be insured and
payable in relation to such act or event;
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“Intellectual Property" shall mean all patents, trademarks, service marks, logos, get-up, trade names,
internet domain names, rights in designs, blue prints, programmes and manuals, drawings, copyright
(including rights in computer software), database rights, semi-conductor, topography rights, utility models,
rights in know-how and other intellectual property rights, in each case, whether registered or unregistered
and including applications for registration, and all rights or forms of protection having equivalent or similar
effect anywhere in the world;
{“Lead Member” shall have the meaning set forth in Recital B of this Agreement;}
“LOA” or “Letter of Award” shall mean the letter of award referred to in Recital D;
“Material Adverse Effect” shall mean any act or event that materially and adversely affects the ability of
either Party to perform any of its obligations under and in accordance with the provisions of this
Agreement;
“Monthly Requirement” shall have the meaning as set forth in Clause 11.1.2;
"Parties" shall mean the parties to this Agreement collectively and “Party” shall mean any of the parties
to this Agreement individually;
“Performance Security” shall have the meaning set forth in Clause 8.1.1;
“Petrography and Mineral Chemistry Laboratory” shall mean the petrography and mineral chemistry
laboratory situated at Raisan, Near PDPU, Gandhinagar operated by CGM/GMRDS.
“Quarterly Requirement” shall have the meaning set forth in Clause 11.1.2;
“Re.”, “Rs.” or “Rupees” or “Indian Rupees” shall mean the lawful currency of the Republic of India;
“Request for Proposal” or “RFP” shall have the meaning set forth in Recital B;
“Rules” shall have the meaning set forth in Clause 22.3.1;
“Standard Industry Practice” shall mean the practices, methods, techniques, designs, standards, skills,
diligence, efficiency, reliability and prudence which are generally and reasonably expected from a
reasonably skilled and experienced operator engaged in the same type of undertaking as envisaged
under this Agreement and which would be expected to result in the performance of its obligations by the
Agency in accordance with this Agreement, Applicable Laws and Applicable Permits in reliable, safe,
economical and efficient manner, and includes prudent mineral exploration practices generally accepted
by mineral blocks owners or operators for ensuring safe, economic, reliable and efficient exploration work;
“Suspension” shall have the meaning set forth in Clause 19.1;
“Taxes” shall mean any Indian taxes including excise duties, customs duties, Goods and Services Tax
(GST), local taxes, cess and any impost or surcharge of like nature (whether Central, State or local) on
the goods, materials, equipment and services with respect to delivery of services under this Agreement,
charged, levied or imposed by any Governmental Authority, but excluding any interest, penalties and
other sums in relation thereto imposed on any account whatsoever. For the avoidance of doubt, Taxes
shall not include taxes on corporate income or any other direct taxes;
“Termination” shall mean the expiry or termination of this Agreement;
“Termination Notice” shall mean the communication issued in accordance with this Agreement by one
Party to the other Party terminating this Agreement;
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“Termination Payment” shall mean the amount payable under, and in accordance with, this Agreement,
by CGM to the Agency upon Termination. For the avoidance of doubt, it is expressly agreed that the
amount payable shall be subject to the limitations specified in Clause 20.3;
1.2 Interpretation
1.2.1 In this Agreement, unless the context otherwise requires,
(a) references to Applicable Laws or any provision thereof shall include amendment or re-enactment
or consolidation of such Applicable Laws or any provision thereof so far as such amendment or re-
enactment or consolidation applies or is capable of applying to any transaction entered into
hereunder;
(b) references to laws of the State, laws of India or Indian law or regulation having the force of law
shall include the laws, acts, ordinances, rules, regulations, bye laws or notifications which have the
force of law in the territory of India and as from time to time may be amended, modified,
supplemented, extended or re-enacted;
(c) references to a “person” and words denoting a natural person shall be construed as a reference to
any individual, firm, company, corporation, society, trust, government, state or agency of a state or
any association or partnership (whether or not having separate legal personality) of two or more of
the above and shall include successors and assigns;
(d) the table of contents, headings or sub-headings in this Agreement are for convenience of reference
only and shall not be used in, and shall not affect, the construction or interpretation of this
Agreement;
(e) the words “include” and “including” are to be construed without limitation and shall be deemed
to be followed by “without limitation” or “but not limited to” whether or not they are followed by
such phrases;
(f) references to “construction” or “building” include, unless the context otherwise requires,
processing, fabrication, testing, commissioning and other activities incidental to the construction,
and “construct” or “build” shall be construed accordingly;
(g) any reference to any period of time shall mean a reference to that according to Indian Standard
Time;
(h) any reference to “hour” shall mean a period of 60 (sixty) minutes;
(i) any reference to “day” shall mean a reference to a calendar day;
(j) references to a “business day” shall be construed as a reference to a day (other than a Sunday)
on which banks in Gujarat State are generally open for business;
(k) any reference to “month” shall mean a reference to a calendar month as per the Gregorian
calendar;
(l) any reference to “quarter” shall mean a reference to the period of three months commencing from
April 1, July 1, October 1, and January 1, as the case may be;
(m) references to any date, period or project milestone shall mean and include such date, period or
project milestone as may be extended pursuant to this Agreement;
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(n) any reference to any period commencing “from” a specified day or date and “till” or “until” a
specified day or date shall include both such days or dates; provided that if the last day of any
period computed under this Agreement is not a business day, then the period shall run until the
end of the next business day;
(o) the words importing singular shall include plural and vice versa;
(p) references to any gender shall include the other and the neutral gender;
(q) “lakh” shall mean a hundred thousand (100,000) and “crore” means ten million (10,000,000);
(r) “indebtedness” shall be construed so as to include any obligation (whether incurred as principal
or surety) for the payment or repayment of money, whether present or future, actual or contingent;
(s) references to the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company
or corporation shall be construed so as to include any equivalent or analogous proceedings under
the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction
in which such company or corporation carries on business including the seeking of liquidation,
winding-up, reorganisation, dissolution, arrangement, protection or relief of debtors;
(t) save and except as otherwise provided in this Agreement, any reference, at any time, to any
agreement, deed, instrument, licence or document of any description shall be construed as
reference to that agreement, deed, instrument, licence or other document as amended, varied,
supplemented, modified or suspended at the time of such reference; provided that this sub-clause
(v) shall not operate so as to increase liabilities or obligations of CGM hereunder or pursuant hereto
in any manner whatsoever;
(u) any agreement, consent, approval, authorisation, notice, communication, information or report
required under or pursuant to this Agreement from or by any Party shall be valid and effective only
if it is in writing under the hand of a duly authorised representative of such Party in this behalf and
not otherwise;
(v) the Schedules and Recitals to this Agreement form an integral part of this Agreement and will be
in full force and effect as though they were expressly set out in the body of this Agreement;
(w) references to Recitals, Articles, Clauses, Sub-clauses, Provisos or Schedules in this Agreement
shall, except where the context otherwise requires, mean references to Recitals, Articles, Clauses,
Sub-clauses, Provisos and Schedules of, or to, this Agreement, references to an Annex shall,
subject to anything to the contrary specified therein, be construed as a reference to an Annex to
the Schedule in which such reference occurs, and references to a Paragraph shall, subject to
anything to the contrary specified therein, be construed as a reference to a Paragraph of the
Schedule or Annex, as the case may be, in which such reference appears;
(x) the damages payable by either Party to the other, as set forth in this Agreement, are mutually
agreed genuine pre-estimated loss and damage likely to be suffered and incurred by the Party
entitled to receive the same and are not by way of penalty imposed by any Governmental Authority
(the “Damages”);
(y) time shall be of the essence in the performance of the Parties’ respective obligations. If any time
period specified herein is extended, such extended time shall also be of the essence; and
1.2.2 Unless expressly provided otherwise in this Agreement, any Documentation required to be provided
or furnished by the Agency to CGM shall be provided free of cost and in three copies, and if CGM
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is required to return any such Documentation with their comments and/or approval, they shall be
entitled to retain two copies thereof.
1.2.3 The rule of construction, if any, that a contract should be interpreted against the parties responsible
for the drafting and preparation thereof, shall not apply.
1.2.4 Any word or expression used in this Agreement shall, unless otherwise defined or construed in this
Agreement, bear its ordinary English meaning and, for these purposes, the General Clauses Act,
1897 shall not apply.
1.3 Measurements and arithmetic conventions
All measurements and calculations shall be in the metric system and calculations done to 2 (two)
decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being
rounded down; provided that the drawings, engineering dimensions and tolerances may exceed 2
(two) decimal places, if required.
1.4 Priority of agreements, clauses and schedules
1.4.1 This Agreement, and all other agreements and documents forming part of, or referred to in this Agreement, are to be taken as mutually explanatory and, unless otherwise expressly provided elsewhere in this Agreement, the priority of this Agreement and other documents and agreements forming part hereof or referred to herein shall, in the event of any conflict between them, be in the following order:
(a) Amendment(s) to the Agreement
(b) this Agreement; and
(c) all other agreements and documents forming part hereof or referred to herein.
i.e. the Amendment to Agreement at (a) above shall prevail over the agreements and documents
at (b) & (c) above.
1.4.2 Subject to the provisions of Clause 1.4.1, in case of ambiguities or discrepancies within this
Agreement, the following shall apply:
(a) between two or more Clauses of this Agreement, the provisions of a specific Clause relevant to the
issue under consideration shall prevail over those in other Clauses;
(b) between the Clauses of this Agreement and the Schedules, the Clauses shall prevail;
(c) between any two Schedules, the Schedule relevant to the issue shall prevail;
(d) between the written description on the Drawings and the Specifications and Standards, the latter
shall prevail;
(e) between the dimension scaled from the Drawing and its specific written dimension, the latter shall
prevail; and
(f) between any value written in numerals and that in words, the latter shall prevail.
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Article 2: Scope of Work
2.1. Scope of work
CGM wishes to carry out exploration of [Name of Block] block. Details of the block are given below. CGM
desires to select a technically competent and financially sound agency to undertake all the activities
necessary for exploration of the blocks at competitive price according to the terms and conditions as
stipulated in the Exploration Services Agreement.
S. No.
Details District Total drilling meterage (m)
No. of boreholes to be drilled
1.
Note: The quantity of drilling mentioned is tentative and it may increase or decrease depending upon site
condition and progress of drilling. Alterations in the quantities shall not be considered as a change in the
conditions of the contract nor invalidate any of the provision. The duration of the contract would be
adjusted on pro rata basis for any increase/decrease in quantities.
The detailed scope of work shall be as mentioned below.
2.2. Geological Mapping and Sampling of Outcrops
a) Carry out geological mapping on 1:4000 scale and fresh outcrop sampling, documentation and
marking of outcrop samples of the project area for delineating the mineralised zone and
deposition.
b) The work may include pitting and trenching and if required sampling of outcrop rock.
c) Conduct sampling and arrange for dispatch of samples to the Petrography & Mineral Chemistry
Laboratory, Gandhinagar.
d) Make a plan to collect and then dispatch the coarse, powder and pulp samples to Petrography &
Mineral Chemistry Laboratory, Gandhinagar for document archive and storage, marking each
sample with a permanent tag.
2.3. Survey Work
a) CGM will provide the proposed borehole location plan of all the areas to be covered under
exploration and location (on plan & Field) of minimum two bench marks with RL and co-ordinates
within close proximity of area of Exploration.
b) The agency shall make its own arrangements to fixup the proposed borehole location on the site.
It shall also determine the Reduced Level and Coordinates of all the bore holes.
c) In case of the borehole location shown on plan is not feasible on ground, the alternative location
should be decided in consultation with CGM/GMRDS Geologist.
d) However, in case of unavoidable circumstances whatsoever, if work of a block could not be
started or not possible in a particular area than GMRDS/CGM will provide alternative blocks as
per availability after due approval. Further, in case the envisaged drilling quantity is not achieved
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within the identified block, CGM will provide alternative location adjacent to the identified block for
completion of the remaining drilling quantity.
e) Agency shall mark in cadastral maps clearly mentioning land types i.e. Government waste land,
private land, Forest land etc.
f) Location of all surface features, natural or artificial, shall be surveyed by Agency for their 3
dimensional co-ordinates. Spot levels at suitable intervals shall be taken up for generating
surface contour at specified intervals for the entire area.
g) The detailed survey for topographical mapping shall be carried out with reference to the primary
order of control stations or by establishing secondary order of control stations depending upon
nature and extent of the area.
h) Any unusual condition or formation on the ground i.e. forest area, location of rocks, outcrops,
possible aggregate deposits etc. shall be surveyed.
2.4. Exploratory Drilling
a) The Agency shall provide [Mention quantity of rigs] of Core drilling rigs with necessary
accessories and manpower and other ancillary equipment for exploratory core drilling with NQ or
equivalent size. In case of clays, agency shall undertake dry drilling.
b) The boreholes shall be vertical. Maximum deviation & drift of 1° is permissible.
c) For delineating the mineral/rock reserve vertically as well as horizontally and also to determine
the total lithology, the Agency shall drill 10-15 nos. of wide spaced boreholes up to a depth of
200-250 meters at locations as instructed by CGM. The drilling may be stopped earlier at the
instruction of CGM’s geologist or in case deccan trap is encountered earlier in that borehole.
d) Drilling of boreholes, if required, after studying the drilled borehole litho-logs and basin
configuration, may be closed as per the instructions of CGM/GMRDS site Geologist.
e) While drilling wherever water table is encountered, depth of the water table shall be recorded and
to be mentioned in the driller logs. Further, this data shall be mentioned in the final exploration
report.
f) The core recovery in all the formation shall be at least 85% except in fault zone, weathered zone,
soil, sand and structurally disturbed area.
g) In case of lower core recovery in normal geological conditions or jamming of the boreholes before
completion of planned depth, re-drilling shall be carried out by the Agency at his own cost on the
instruction of CGM/GMRDS representative. However the borehole location shall be at the nearest
possible distance from the original borehole and Agency shall be free to do non-coring drilling up
to the depth from where the core drilling is required with stipulated recovery.
h) Minimum Core Size required: 46 mm
i) Core should be preserved for future references in covered G.I. core boxes with a minimum of 22
Gauge GI sheet having lid with locking arrangements. Cores in core boxes shall be arranged by
the agency with proper numbering and display pattern. Arrangement of core boxes shall be the
responsibility of agency.
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j) Preservation of cores shall be the responsibility of the Agency and it has to ensure that in no way
the cores shall be misplaced or manipulated. The Drilling Agency shall make arrangements for
transportation of the core boxes to the Petrography and Mineral Chemistry laboratory, Raisan,
Gandhinagar or any other location as instructed by the field Geologist of CGM/ GMRDS. If the
core is misplaced or lost then the Agency shall be held responsible and shall be penalised as
decided by CGM.
k) Colour photographs of the core recovered, with proper numbering and display, clearly indicating
run depth, bore hole number, with minimum of 10 MP camera shall be taken and submitted along
with RA bill by the Agency. Further, the photographs shall bear arrow markings showing top &
bottom of the core.
2.5. Core Logging
a) The agency shall adopt Standard procedures of Geological core logging which include details of
Lithology, Thickness, Grain size, Colour and Megascopic Characters and other related details.
b) Agency shall submit all the original logging registers to CGM after completion of the work.
c) During the drilling progress and geological mapping, weekly progress report and monthly
progress report shall be submitted by Agency and after completion of entire project a synopsis/
interim report duly signed has to be submitted.
2.6. Sampling
a) The Agency shall collect samples of all the economical minerals/rocks encountered during drilling
operations.
b) There shall be one mineral/rock sample for every 1 meter run .Each sample shall be cut by core
splitter. Each sample shall be crushed in upto -200 mesh and after coning & quartering, final
sample should be prepared.
c) While drilling, field geologist shall study the cuttings in case of unavoidable core losses.
d) The selected recovered core and sludge/ cuttings shall be arranged properly in core boxes with 6
riffles covered with lid.
e) Each run shall be marked properly by plastic cards and the core boxes shall be numbered
properly.
f) The agency shall make arrangements for core boxes at its cost.
g) The agency shall make its own arrangements to submit the samples of the completed borehole
along with the complete recovered core within 3 days after completion of drilling of each borehole
at Petrography & Mineral Chemistry Laboratory, Gandhinagar for analysis at its own cost.
h) The sampling shall be carried out by Agency’s site geologist and it should be informed to
Geologist of CGM/ GMRDS. The Agency has to maintain a sample register for the project
2.7. Analysis
a) Petrography (megascopic & microscopic), chemical analysis and technical study of the samples
will be carried out by CGM at Petrography & Mineral Chemistry Laboratory, Gandhinagar.
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b) Agency shall make arrangements to dispatch samples to the CGM’s facility for analysis at its own
cost. The Agency shall submit a copy of details of samples submitted for analysis to
Additional Director (Exploration), CGM.
c) CGM has right to appoint its own person or any third party person to oversee and monitor work of
Agency at all time. Agency shall provide access and information to such person at all times.
2.8. Geological Report
The Agency shall prepare a geological report based on the data and information collected during each
stage of exploration. The report shall include, but not be limited to:
a) Integration of all data and preparation of final database. Prepare consolidated 3-D model of on
the basis of topographic surveys, geological mapping, sampling of outcrops and geophysical
surveys, if required.
b) Interpretation of data, 2-D/3-D models, block models, resource estimation etc. in line with the
objective for each stage of exploration.
Part A: Interim Geological Report
a) The Agency shall submit two copies of Interim Geological Report within 30 days after completion
of the drilling of the block.
b) The Interim Report shall contain:
i. Borehole location plan on toposheet 1:50000 scale
ii. Geological plan on 1:4000/5000 scale
iii. Graphic and descriptive logs of completed borehole
iv. Geological cross section along drilled boreholes
v. In case of Limestone, Isothickness and Isopach Map.
Part B: Detailed Geological Report
a) The Agency shall submit three (3) hard copies and one (1) soft copy in a CD/DVD of Detailed
Geological Report within 180 days after completion of the estimated drilling of the block
b) The Geological Study Report (GR) shall be prepared and submitted as mentioned in Part II A of
Schedule I: Evidence of Mineral Resources of Gujarat Minor Mineral Concession Rules
(GMMCR), 2017 and shall have the following contents:
Contents Explanation
1 Title & Ownership Title of Report.
Details of period of prospecting/mineral right if any.
Details of exploration agency, qualification, experience of associated technical persons engaged in exploration.
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2 Details of the area Village, Post Office, Taluka, District, State.
Survey of India Toposheet Number and Geo-coordinates of the area of all corner points.
Cadaster details of the area with land use, area under forest with type of forest.
Mineral(s) under investigation.
3 Infrastructure & Environment Local infrastructure, host population, historical sites, forests, sanctuaries, national park and environmental settings of the area.
4 Previous exploration Details of previous exploration carried out by other agencies/parties.
In case the area forms part of the area covered under earlier exploration then the same should be shown in a map with proper scale.
5 Geology Brief regional geology of the area outlining the broad geological, structural frame work.
Local Geology: Deposit/mineralization type, geological setting and details of dip, strike, old workings, surface exposures etc. of the area under study also of adjoining nearby areas if the information is likely to have an impact on the area under study.
Reliable geological map of appropriate scale with geo-coordinates showing major lithological units, structural features; extent of surface mineralization, location of boreholes, pits, trenches, old workings etc.
Cross sections at suitable intervals showing vertical projections of litho-units and mineralization.
The extent and variability of the mineralization expressed as length (along strike or otherwise), plan width, and depth below surface to the upper and lower limits of the Mineral Resource.
6 Aerial/ground geophysical/ geochemical data
Details of aerial, geophysical & geochemical survey results taken up if any and their results.
7 Technological investigation Details of technological investigation (pitting/trenching/drilling etc.).
Data spacing for reporting of exploration results.
8 Sampling Technique Nature and quality of sampling (e.g. cut channels, random chips etc.) and measures taken to ensure representative sample.
9 Drilling technique & drill sampling employed
Drill type and details like core diameter, collar R.L, azimuth, inclination, coordinates of bore holes etc.
Whether core and chip sample recoveries have been
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properly recorded and results assessed.
Measures taken to maximize sample recovery and ensure representative nature of the samples.
Whether a relationship exists between sample recovery and grade.
Logging: -Whether core and chip samples have been logged to a level of detail to support appropriate Mineral Resource estimation, mining studies.
10 Sub-sampling techniques and sample preparation
If core, whether cut or sawn and whether quarter, half or all core taken.
For all sample types, the nature, quality and appropriateness of the sample preparation technique.
Measures taken to ensure that the sampling is representative of the in situ material collected.
11 Quality of assay data and laboratory tests
The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.
12 Bulk Density / Specific Gravity
Whether assumed or determined.
13 Resource estimation techniques
Discussion on sufficient data density to assure continuity of mineralization and synthesis adequate data base for estimation procedure used.
The nature and appropriateness of the estimation technique(s) applied and key assumptions, including treatment of extreme grade values, maximum distance of extrapolation from data points.
The basis for the classification of the Mineral Resources into varying confidence categories.
Data verification and /or validation procedures used.
14 Geotechnical Studies (For Dimensional stone report)
Assessment of Blockability.
Polishing Index.
measurement of compressive strength, tensile strength etc.
15 Annexures/ enclosures to the report
The report shall include all relevant data including maps, sections, logs, analysis reports, photographs etc. in support of the estimates made.
16 Any other information Any other information as may be available or required by any authority as prescribed.
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Part C: Prefeasibility Report
a) The Agency shall submit three (3) hard copies and one (1) soft copy in a CD/DVD of Prefeasibility
Report along with the Detailed Geological Report within 180 days after completion of the
estimated drilling of the block.
b) Contents of a Prefeasibility Report for Estimation and Reporting of Minor Mineral Reserves based
on a Geological Report prepared as per Part II A of Schedule I: Evidence of Mineral Resources of
Gujarat Minor Mineral Concession Rules (GMMCR), 2017. For minor minerals which are mostly
industrial minerals such factors as quality and marketability are important and should be carefully
considered before declaring mineral reserves. The Geological Study Report shall also form a part
of the Prefeasibility Report. The report may incorporate among other things, the following
contents as per Part II B of Schedule I: Evidence of Mineral Resources of Gujarat Minor Mineral
Concession Rules (GMMCR), 2017:
Contents Explanation
1 Mineral
Resource
estimate for
conversion
to Mineral
Reserve
Description of Mineral Resource estimate used as a basis for the conversion
to a Mineral reserve.
Clear statement as to whether the Mineral Resources are reported additional
to, or inclusive of, the Mineral Reserves.
The type and level of study undertaken to enable Mineral Resources to be
converted to Mineral Reserves i.e. Prefeasibility/Feasibility level.
2 Cut off
Parameters
The basis of the adopted cut-off grade(s) or quality parameters applied,
including the basis.
3 Mining
factors or
assumptions
The method and assumptions used to convert the Mineral Resource to a
Mineral Reserve (i.e. either by application of appropriate factors by
optimization or by preliminary or detailed design supported with Conceptual
plan for mining).
Anticipated Ore to OB ratio, mine recoveries, dilutions etc.
The choice of, the nature and the appropriateness of the selected mining
method(s), the size of the selected mining unit (length, width, height) and
other mining parameters including associated design issues such as pre-
strip, access, etc.
The assumptions made regarding geotechnical parameters (eg. pit slopes,
stope sizes, etc.), grade control and pre-production drilling.
The major assumptions made and Mineral Resource model used for pit
optimization (if appropriate).
The mining dilution factors, mining recovery factors, and minimum mining
widths used.
The infrastructure requirements of the selected mining methods. Where
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Contents Explanation
available, the historic reliability of the performance parameters.
4 Cost and
revenue
factors
The derivation of, or assumptions made, regarding projected capital and
operating costs.
The assumptions made regarding revenue including head grade, metal or
commodity price(s) exchange rates, transportation and treatment charges,
penalties, etc.
The allowances made for royalties payable, both Government and private.
Basic cash flow inputs for a stated period.
Yearly planned production, Net Present Value (NPV) and Internal Rate of
Return (IRR) of the deposit, intrinsic value of the deposit based on annual
projected production.
5 Market
assessment
The demand, supply and stock situation for the particular commodity,
consumption trends and factors likely to affect supply and demand into the
future.
For industrial minerals the customer specification, testing and acceptance
requirements prior to a supply contract.
6 Other
modifying
factors
The effect, if any, of natural risk, infrastructure, environmental, legal,
marketing, social or governmental factors on the likely viability of a project
and/or on the estimation and classification of the Mineral Reserves.
The status of titles and approvals critical to the viability of the project, such
as quarry leases, discharge permits, government and statutory approvals.
Environmental descriptions of anticipated liabilities. Location plans of
mineral rights and titles.
2.9. Details of Map and plan
Agency shall submit following key plans:
a) Location/ Key plan of the area
b) Borehole location plan on cadastral map
c) Borehole location plan on toposheet. (1: 50,000)
d) Geological map on 1:4000 scale
e) Surface structure contour map on 1 m contour interval
f) Floor contour plans
g) Roof contour plans
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h) Geological cross sections along drilled boreholes
i) Graphical lithologs of the drilled boreholes on 1:1000 scale.
j) Isopach & Isograde maps of various rocks
k) Thiesen polygon map having borehole wise reserves.
l) Reserve calculation map
m) In case of Limestone, Limestone to overburden ratio contour map
2.10. Statutory Compliances
The contractor shall undertake the Detailed Exploration of [Name of Mineral] block/area of CGM
under strict compliance of all related Acts / Rules /Regulations / Circulars / Bye-laws / Notifications/
Orders/ Notices / Guidelines/ Directions and amendments. The indicative list of laws governing the
mining operations in India are given below. As the laws and statues listed below are not exhaustive,
contractor shall obtain independent legal advice with regard to compliance to all applicable laws :-
i. The Mines & Minerals (Development and Regulation) Act 1957.
ii. The Mineral Conservation and Development Rules, 2017
iii. The Minerals (Other than Atomic and Hydro Carbons Energy Minerals) Concession
Rules, 2016
iv. Gujarat Minor Mineral Concession Rules 2017
v. The Land Acquisition Act 2013.
vi. Forest (Conservation) Act 1980 including Rules.
vii. Forest Rights Act 2006
viii. Water (Prevention and Control of Pollution) Act including Rules 1974.
ix. Air (Prevention and Control of Pollution) Act including Rules 1981.
x. Environmental (Protection) Act 1986.
xi. The Mines Act 1952.
xii. Mines Rules 1955.
xiii. Metalliferous Mines Regulations 1961.
xiv. The Contract Labour (Regulation and Abolition) Act 1970.
xv. The Employees Compensation Act, 1923.
xvi. The Payment of Bonus Act, 1965 and Rules thereunder.
xvii. The Apprentices Act, 1961 and Rules made thereunder.
xviii. The Contract Labor (Regulation and Abolition) Act, 1970.
xix. The Payment of Wages Act 1936 and Rules thereunder.
xx. The Minimum Wages Act, 1948.
xxi. The Maternity Benefit Act, 1961.
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xxii. The Employers’ Liability Act, 1938.
xxiii. The Employment of Children Act, 1923
xxiv. Minerals (Evidence of Mineral Contents) Rule 2015.
xxv. Any other statutory enactment relevant to in this regard.
In addition to above, there are acts, bye laws dealing with the use of explosives, motor vehicles,
electricity, wages, remuneration etc. and another category of acts relating to marketing, distribution,
sales, pricing, contracts, transportation, exports / imports of various minerals.
2.11. General responsibilities
a) The Agency shall mobilize all the equipment for drilling within the time schedule.
b) The Agency shall deploy its own manpower for the satisfactory completion of the entire scope of
work.
c) The Agency shall make its own arrangement for shifting the drilling rigs to new location / site at its
own cost.
d) The Agency shall arrange the GI core boxes for preserving the core at its own cost.
e) The Agency shall make its own arrangement for diesel, lubricants, all other consumables, power,
camping, transportation etc.
f) After completion of drilling, each borehole shall be sealed (plugged) by the bidder. After sealing,
the bidder shall construct and erect pillars [of standard size to be specified by CGM] with
borehole number and RL engraved at the borehole sites at its cost.
2.12. Duration of contract
The duration of the contract is Twenty four (24) months. This duration involves drilling activities,
submission of interim geological report and detailed geological report.
Completion of drilling & associated exploration activities (in months)
Completion of Interim Geological Report (in months)
Completion of Detailed Geological Report with Prefeasibility Report (in months)
Total Completion Period (in months)
18 Months
1 month from completion of drilling activities
6 months from completion of drilling activities
24 Months
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Article 3: Appointment of Agency
3.1 Appointment of Agency
3.1.1 Subject to and in accordance with the provisions of this Agreement, Applicable Laws and the
Applicable Permits, CGM hereby appoints the Agency to undertake all the activities necessary for
exploration of the blocks commencing from the Appointed Date, and the Agency hereby accepts
such appointment and agrees to deliver the services subject to and in accordance with the terms
and conditions set forth herein. The Contract Period of the Agreement is 18 (eighteen) months.
Provided further that, the Contract Period shall be deemed to have expired in the event the Parties
mutually agree that the exploration activities are completed and geological report accepted by the
CGM.
3.1.2 Subject to and in accordance with the provisions of this Agreement, the Agency shall be obliged
to:
(a) manage, operate and maintain exploration activities in accordance with this Agreement;
(b) perform and fulfill all of the Agency’s obligations under and in accordance with this Agreement;
(c) save as otherwise expressly provided in this Agreement, bear and pay all costs, expenses and
charges in connection with or incidental to the performance of the obligations of the Agency under
this Agreement; and
(d) neither assign, transfer or sub-let or create any lien or encumbrance on this Agreement, hereby
granted or on the whole or any part of the Block, nor sell, transfer, exchange, lease or part
possession thereof , save and except as expressly permitted by this Agreement.
3.1.3 Subject to and in accordance with the provisions of this Agreement, the Agency shall be entitled
(as the case may be) to:
(a) access to the Site for the purpose of, and to the extent, conferred by the provisions of this
Agreement; and
(b) receive Exploration Charge from CGM in respect of exploration activities and geological report
thereof subject to and in accordance with this Agreement.
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Article 4: Conditions Precedent
4.1 Conditions Precedent
4.1.1 Save and except as provided in anything in this Agreement, or unless the context otherwise
requires, the respective rights and obligations of the Parties under this Agreement shall be subject
to the satisfaction in full of the conditions precedent specified in this Clause 4.1 (the “Conditions
Precedent”), save and except to the extent of waiver, if any, that a Party may grant in accordance
with the provisions of Clauses 4.1.2 or 4.1.3, as the case may be.
4.1.2 The Agency shall satisfy the following Conditions Precedent:
(a) Obtain all necessary approvals, clearances, permissions, no-objection certificates, permits,
licenses, etc. as required for performance of its scope and obligations under this ESA within a
period not exceeding 30 (thirty) days from the date of issuance of LOA.
(b) Mobilize manpower and Equipment to the Site in accordance with the Applicable Laws within a
period not exceeding 30 (thirty) days from the date of issuance of LOA.
Provided that, upon request in writing by Agency, CGM may, in its discretion, waive any of the
Conditions Precedent set forth in this Clause 4.1.2 or grant extension of time, not exceeding 30
(thirty) days for fulfillment thereof, as the case may be.
Provided further that, in respect of the approvals specified above, Agency shall be entitled to such
extension of time as may be reasonably required for compliance of the procedures specified under
Applicable Laws for grant of such approvals.
4.1.3 The CGM shall satisfy the following Conditions Precedent within the time specified herein:
a. Provide details including plans, maps, grid pattern for boreholes with respect to the appointed
block as mentioned in scope of work within a period not exceeding 30 (thirty) days from the
date of issuance of LOA.
4.1.4 Each Party shall make all reasonable endeavors to satisfy the Conditions Precedent within the time
stipulated and shall provide the other Party with such reasonable co-operation as may be required
to assist that Party in satisfying the Conditions Precedent for which that Party is responsible.
4.1.5 The Parties shall notify each other in writing at least once in 15 (fifteen) days on the progress made
in satisfying the Conditions Precedent. Each Party shall promptly inform the other Party when any
Condition Precedent for which it is responsible has been satisfied.
4.1.6 Immediately upon the fulfillment or waiver of all the Conditions Precedent required to be fulfilled by
a Party under Clauses 4.1.2 or 4.1.3 (as applicable to such Party), such Party shall deliver to the
other Party, a notice in writing confirming that the Conditions Precedent set out in Clauses 4.1.2 or
4.1.3 , as the case may be, have been satisfied and/or waived (in accordance with the terms
hereof), together with all necessary supporting documentation to support the statements in such
notice (each a "CP Satisfaction Notice"). Upon receipt of the CP Satisfaction Notice from the
Agency, CGM will certify and declare the satisfaction (or waiver) of all Conditions Precedent and
the date of such certification and declaration shall be the “Appointed Date”.
4.2 Commencement of Contract Period
This Contract Period shall commence from the Appointed Date. Any extension in the Contract
Period shall not relieve Agency of its duties or applicable Damages in accordance with this
Agreement.
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Article 5: Obligations of the Agency
5.1. Obligations of Agency
5.1.1 Subject to, and on the terms and conditions of this Agreement, the Agency shall, at its own cost
and expense, procure, finance for, and undertake the exploration of the Block, and shall observe,
fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder.
5.1.2 The Agency shall comply with all Applicable Laws and Applicable Permits (including renewals as
required) in the performance of its obligations under this Agreement.
5.1.3 Subject to the provisions of Clauses 5.1.1 and 5.1.2, the Agency shall discharge its obligations in
accordance with Standard Industry Practice and as a reasonable and prudent person. The
standards for undertaking exploration activities are given in Schedule – E of this Agreement.
5.1.4 The Agency shall, at its own cost and expense, in addition to and not in derogation of its obligations
elsewhere set out in this Agreement:
(a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities
with such particulars and details as may be required for obtaining Applicable Permits, and obtain
and keep in force and effect such Applicable Permits in conformity with Applicable Laws;
(b) obtain, as required, the appropriate proprietary rights, licenses, agreements and permissions for
materials, methods, processes, know-how and systems used or incorporated into the exploration
of the Block;
(c) make reasonable efforts to maintain harmony and good industrial relations among the personnel
employed by it or its Contractors in connection with the performance of its obligations under this
Agreement;
(d) comply with, ensure that its Contractors comply with all Applicable Permits and Applicable Laws in
the performance by them of any of the Agency’s obligations under this Agreement;
(e) always act in a manner consistent with the provisions of this Agreement and not cause or fail to do
any act, deed or thing, whether intentionally or otherwise, which may in any manner violate any of
the provisions of this Agreement;
(f) ensure that all equipment and facilities at the mineral block(s) are operated and maintained in
accordance with the Specifications and Standards, Maintenance Requirements, Safety
Requirements and Standard Industry Practice;
(g) take all reasonable precautions for the prevention of accidents at the mineral block/site and provide
all reasonable assistance and emergency medical aid to accident victims;
5.2. Obligations relating to employment of foreign nationals
The Agency acknowledges, agrees and undertakes that employment of foreign personnel by the
Agency and/or its Contractors and their subcontractors shall be subject to grant of requisite
Applicable Permits under Applicable Laws, including employment/ residential visas and work
permits, if any required, and the obligation to apply for and obtain the same shall and will always
be of the Agency and, notwithstanding anything to the contrary contained in this Agreement, refusal
of, or inability to obtain any such Applicable Permits by the Agency or any of its Contractors or sub-
contractors shall not constitute a Force Majeure Event, and shall not in any manner excuse the
Agency from the performance and discharge of its obligations and liabilities under this Agreement.
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5.3. Obligations relating to employment of trained personnel
The Agency shall ensure that the personnel engaged by it in the performance of its obligations
under this Agreement are at all times properly trained for their respective functions in accordance
with the requirements of Applicable Laws and Standard Industry Practice.
5.4. Obligations relating to Taxes
The Agency shall pay, at all times during the subsistence of this Agreement, all Taxes, levies,
duties, cesses payable in respect of exploration activities. CGM shall make payments to Agency
only with respect to Goods and Services Tax (GST) applicable on Exploration Charges as
mentioned in Clause 13.3. CGM shall not reimburse/pay for any tax other than GST applicable on
Exploration Charges of whatsoever nature including corporate income tax, personnel tax,
withholding tax, and Taxes applicable on input material in any case whatsoever. In case of foreign
parties, all remittance shall be subjected to Applicable Law.
5.5. Obligations relating to reporting requirements
All information provided by the Agency to any Governmental Authority as a part of its operating and
reporting obligations under Applicable Laws shall also be provided by the Agency to CGM
simultaneously.
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Article 6: Representations and Warranties
6.1 Representations and warranties of the Agency
The Agency represents and warrants to CGM that:
(a) it is duly organized and validly existing under the laws of {India/Country}, and has full power and
authority to execute and perform its obligations under this Agreement and to carry out the
transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorize the
execution and delivery of this Agreement and to validly exercise its rights and perform its obligations
under this Agreement;
(c) it has the financial standing and capacity to comply with its obligations under this Agreement and
to undertake the Project in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in
accordance with the terms hereof;
(e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any
jurisdiction in respect of this Agreement or matters arising thereunder, including any obligation,
liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true
and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, or, result in the
breach of, or, constitute a default under, or accelerate performance required by any of the terms of
its Memorandum and Articles of Association {or those of any member of the Consortium} or any
Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or
order to which it is a party or by which it or any of its properties or assets is bound or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened
against it at law or in equity before any court or before any other judicial, quasi-judicial or other
authority, the outcome of which may result in the breach of this Agreement or which individually or
in the aggregate may result in any material impairment of its ability to perform any of its obligations
under this Agreement;
(i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree
of any court or Governmental Authority which results in or may result in a Material Adverse Effect
and no fact or circumstance exists which may give rise to such proceedings that would adversely
affect the performance of its obligations under this Agreement;
(j) it has complied with Applicable Laws in all material respects and has not been subject to any fines,
penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may
have a Material Adverse Effect;
(k) {the selected bidder/ Consortium Members} and {its/their} Associates have the financial standing
and resources to fund the required Equity and to raise the debt necessary for delivery of the
services in accordance with this Agreement;
(l) {the selected bidder/ each Consortium Member} is duly organized and validly existing under the
laws of the jurisdiction of its incorporation, and has requested CGM to enter into this Agreement
with the Agency pursuant to the LOA, and has agreed to and unconditionally accepted the terms
and conditions set forth in this Agreement;
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(m) all its rights and interests in the Block shall pass to and vest in CGM on the end of Contract Period
or on Termination free and clear of all liens, claims and Encumbrances, without any further act or
deed on its part or that of CGM, and that the Block shall not be acquired by it, subject to any
agreement under which a security interest or other lien or Encumbrance is retained by any person,
save and except as expressly provided in this Agreement;
(n) no representation or warranty by it contained herein or in any other document furnished by it to
CGM or to any Governmental organization in relation to Applicable Permits contains or will contain
any untrue or misleading statement of material fact or omits or will omit to state a material fact
necessary to make such representation or warranty not misleading;
(o) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way
of fees, commission or otherwise for securing the Agreement or entering into this Agreement or for
influencing or attempting to influence any officer or employee of CGM in connection therewith;
(p) all information provided by the {selected bidder/ Consortium Members} in response to the Request
for Proposal or otherwise, is true and accurate in all material respects;
(q) all undertakings and obligations of the {selected bidder/ Consortium Members} and the Agency
arising from the Request for Proposal or otherwise shall be binding on the Agency as if they form
part of this Agreement, except as modified pursuant to the terms of this Agreement; and
(r) {the execution, delivery and performance of this Agreement will not be affected in case a dispute
or litigation arises between members of the Consortium. In such case, the responsibility of
fulfilment of the obligations contemplated in the Agreement shall rest with the Lead Member
of Consortium.}
6.2 Representations and warranties of CGM
CGM represents and warrants to the Agency that:
(a) it has full power and authority to execute, deliver and perform its obligations under this Agreement
and to carry out the transactions contemplated herein and that it has taken all actions necessary to
execute this Agreement and exercise its rights and perform its obligations under this Agreement;
(b) it has taken all necessary actions under Applicable Laws for the execution, delivery and
performance of this Agreement;
(c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance
with the terms hereof;
(d) it has no knowledge of any violation or default with respect to any order, writ, injunction or any
decree of any court or any legally binding order of any Governmental Authority which may result in
a Material Adverse Effect; and
(e) it has complied with Applicable Laws in all material respects.
6.3 Disclosure
In the event that any occurrence or circumstance comes to the attention of either Party that renders
any of its aforesaid representations or warranties untrue or incorrect, such Party shall immediately
notify the other Party of the same. Such notification shall not have the effect of remedying any
breach of the representation or warranty that has been found to be untrue or incorrect nor shall it
adversely affect or waive any right, remedy or obligation of either Party under this Agreement.
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Article 7: Disclaimer
7.1 Disclaimer
7.1.1 The Agency acknowledges that prior to the execution of this Agreement, the Agency has, after a
complete and careful examination, made an independent evaluation of the Request for Proposal,
Scope of the Project, Specifications and Standards, Site, existing structures, local conditions,
physical qualities of ground, subsoil and geology and all information provided by CGM or obtained,
procured or gathered otherwise, and has determined to its satisfaction the accuracy or otherwise
thereof and the nature and extent of difficulties, risks and hazards as are likely to arise or may be
faced by it in the course of performance of its obligations hereunder. CGM makes no representation
whatsoever, express, implicit or otherwise, regarding the accuracy, adequacy, correctness,
reliability and/ or completeness of any assessment, assumption, statement or information provided
by it and the Agency confirms that it shall have no claim whatsoever against CGM in this regard.
7.1.2 The Agency acknowledges and hereby accepts the risk of inadequacy, mistake or error in or
relating to any of the matters set forth in Clause 7.1.1 above and hereby acknowledges and agrees
that CGM shall not be liable for the same in any manner whatsoever to the Agency, the {selected
bidder/Consortium Members} and {its/their} Associates or any person claiming through or under
any of them.
7.1.3 The Parties agree that any mistake or error in or relating to any of the matters set forth in Clause
7.1.1 above shall not vitiate this Agreement or render it voidable.
7.1.4 In the event that either Party becomes aware of any mistake or error relating to any of the matters
set forth in Clause 7.1.1, that Party shall immediately notify the other Party, specifying the mistake
or error; provided however, that a failure on part of CGM to give any notice pursuant to this Clause
7.1.4 shall not prejudice the disclaimer of CGM contained in Clause 7.1.1 and shall not in any
manner shift to CGM any risks assumed by the Agency pursuant to this Agreement.
7.1.5 Except as otherwise provided in this Agreement, all risks relating to the Agreement shall be borne
by the Agency and CGM shall not be liable in any manner for such risks or the consequences
thereof.
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Article 8: Performance Security
8.1. Performance Security
8.1.1 The Agency shall, as a security for the performance of its obligations to the satisfaction of CGM
under this Agreement, provide to CGM, no later than 30 days from the date of issuance of LOA, an
irrevocable, unconditional, first demand bank guarantee from a Bank for a sum equivalent to 5%
(five per cent) of the Contract Value, substantially in the form set forth in Schedule-B (the
"Performance Security").
8.1.2 The Agency shall keep the Performance Security valid, effective and in full force for such value as
is required to be maintained in accordance with Clause 8.1.1, until the date that occurs 90 (ninety)
days after the expiry of the Contract Period (or the Extended Contract Period, if applicable).
8.1.3 At least 30 (thirty) days prior to expiry of a Performance Security, the Agency shall furnish a
replacement Performance Security to CGM, failing which CGM shall be entitled to, after giving 5
(five) days’ notice to the Agency, draw down the full remaining value of the Performance Security,
and hold the cash as security for performance of the Agency’s obligations under this Agreement.
8.2. Appropriation of Performance Security
CGM shall, without prejudice to its other rights and remedies hereunder, in law or equity, have the
unqualified right to encash and appropriate the Performance Security in part or in full, in the event
of a failure or default of the Agency to comply with its obligations laid down in this Agreement,
including an Agency Default, the Agency’s failure to meet any Condition Precedent, or the Agency’s
failure to pay any sums (including Damages) due hereunder. The Agency shall, within 15 (fifteen)
days from such encashment and appropriation of the Performance Security by CGM , (i) in case of
a partial appropriation, restore the value of the Performance Security to the value as is required to
be maintained pursuant to Clause 8.1.1; and 8.1.2; and (ii) in case of a full appropriation, provide
a fresh Performance Security in accordance with the requirements of Clause 8.1.1, failing which
CGM shall be entitled to terminate this Agreement in accordance with Article 20.
8.3. References to Performance Security
8.3.1 References to Performance Security occurring in this Agreement for and in respect of any period
prior to the delivery of the Performance Security by the Agency to CGM, or in respect of any period
subsequent to the expiry or release thereof, as the case may be, shall be construed solely for the
purposes of calculating the amount of Damages payable by the Agency.
8.3.2 Until such time the Performance Security is provided by the Agency pursuant to Clause 8.1.1 and
the same comes into effect, the Bid Security shall remain in force and effect and CGM shall be
entitled to appropriate the Bid Security for any amounts, including Damages, due and payable by
the Agency to CGM under this Agreement; provided that upon provision of the Performance
Security pursuant to Clause 8.1.1, CGM shall release the Bid Security to the Agency within 01 (one)
month of signing of this Agreement. Notwithstanding anything to the contrary contained in this
Agreement, in the event the Performance Security is not provided by the Agency within a period of
30 (thirty) days from the date of this Agreement, CGM may, at its option, encash the Bid Security
and appropriate the proceeds thereof as Damages, and thereupon all rights, privileges, claims and
entitlements of the Agency under or arising out of this Agreement shall be deemed to have been
waived by, and to have ceased with the concurrence of the Agency, and this Agreement shall be
deemed to have been terminated by mutual agreement of the Parties.
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8.4. Optional Advance
8.4.1 The Agency may request CGM to provide an optional advance (the “Advance") after achievement
of the Appointed Date.
8.4.2 The Advance can be upto 10% (ten per cent) of the Contract Value and shall be disbursed in one
installment upon the Agency furnishing a bank guarantee of an amount equal to 100% (One
hundred percent) of such advance in the form specified at Schedule-D. The Advance installment
shall be disbursed by the CGM to the Agency upon demand at any time after the Appointed Date
and shall be disbursed within 15 (fifteen) days after the submission of the bank guarantee.
8.4.3 The Advance shall be recovered in monthly instalments from the running bills of Agency and in
such amounts as determined by the CGM by making a deduction from the Exploration Charge, as
and when due and payable. Provided that each instalment for recovery of Advance shall be equal
to or less than 15% (fifteen per cent) of the Exploration Charge, then payable.
8.4.4 The Advance Bank Guarantee submitted by the Agency shall be returned by CGM within 30 (thirty)
days of the complete recovery of Advance amount from the running bills of the Agency.
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Article 9: Site
9.1 The Site
9.1.1 The Site shall comprise the land on which the exploration shall be carried out in accordance with
the terms of this Agreement.
9.2 Special/ temporary right of way
The Agency shall bear all costs and charges for any special or temporary right of way required by
it in connection with access to the Site. The Agency shall obtain at its cost such facilities on or
outside the Site as may be required by it for the performance of its obligations under this
Agreement. If any construction activities are required for special or temporary way, the cost of the
same shall be borne by Agency.
9.3 Geological and archaeological finds
Save and except as provided in this Agreement, it is expressly agreed that mining, geological or
archaeological rights do not form part of the permission granted to the Agency under this
Agreement and the Agency hereby acknowledges that it shall not have any mining rights or interest
in the underlying minerals, fossils, antiquities, structures or other remnants or things either of
particular geological or archaeological interest and that such rights, interest and property on or
under the Site shall vest in and belong to CGM or the concerned Governmental Authority. The
Agency shall take all reasonable precautions to prevent its workmen or any other person from
removing or damaging such interest or property and shall inform CGM forthwith of the discovery
thereof and comply with such instructions as CGM or the concerned Governmental Authority may
reasonably give for the removal of such property. It is also agreed that CGM shall ensure that the
instructions hereunder are issued by it or the concerned Governmental Authority within a
reasonable period so as to enable the Agency to continue its exploration work with such
modifications as may be deemed necessary.
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Article 10: Change of Scope
10.1 Change of Scope
10.1.1 CGM may, notwithstanding anything to the contrary contained in this Agreement, require the
provision of additional works and services at the Block, which are not included in the Scope of the
Work as contemplated by this Agreement, or reduce the Scope of the Work (the “Change of
Scope”). Any such Change of Scope shall be made in accordance with and subject to the
provisions of this Article 10.
10.1.2 If the Agency determines at any time that a Change of Scope is necessary, it shall by notice in
writing require CGM to consider such Change of Scope. CGM shall, within 15 (fifteen) days of
receipt of such notice, either accept such Change of Scope with modifications, if any, and initiate
proceedings in accordance with this Article 10 or inform the Agency in writing of its reasons for not
accepting such Change of Scope or for accepting such Change of Scope without any payment
obligations hereunder, as the case maybe.
10.1.3 Any works or services which are provided under and in accordance with this Article 10 shall form
part of the Scope of the Work and the provisions of this Agreement shall apply mutatis mutandis to
such works or services.
10.2 Procedure for Change of Scope
10.2.1 In the event of CGM determining that a Change of Scope is necessary, it shall issue to the Agency,
a notice specifying in reasonable detail, the change in works and services contemplated thereunder
(the "Change of Scope Notice").
10.2.2 Upon receipt of Change of Scope Notice, if CGM decides to proceed with the Change of Scope, it
shall convey its preferred option to the Agency, and the Parties shall, thereupon make good faith
efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement,
CGM shall issue an order (the "Change of Scope Order") requiring the Agency to proceed with
the performance thereof. In the event that the Parties are unable to agree, CGM may, by issuing a
Change of Scope Order, require the Agency to proceed with the performance thereof pending
resolution of the Dispute.
10.2.3 The financial implications of the Change of Scope on the either Party and the modalities for
payment for such Change of Scope shall be decided by a joint committee to be set up by CGM and
Agency.
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Article 11: Drilling requirements
11.1. Drilling requirement
11.1.1. The Agency shall explore the Block and carry out drilling in accordance with the exploration
schedule mentioned in Schedule – C of this Agreement.
11.1.2. For the purposes of this Agreement, “Drilling Requirement” means XXX metres. The quantities
specified in the Schedule – C of this Agreement for each month shall be the “Monthly
Requirement”. Agency shall also finalize a quarterly scheduled drilling quantity for each Quarter
in consultation with CGM (“Quarterly Requirement”).
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Article 12: Monitoring of Exploration
12.1 Status Report
The Agency shall, within 7 (seven) days after the end of each month, furnish to CGM, a report
stating the progress of exploration work including depth of holes drilled, core recovery etc. as
measured on a daily basis. The Agency shall promptly give such other relevant information as may
be required by CGM.
12.2 Measurement of drilling by CGM
a. All items of work carried out by the Agency in accordance with the provisions of the Agreement
shall be entered in the measurement book/log book, etc. as mutually agreed by Agency and
CGM so that a complete record is obtained of all work performed under the contract and the
value of the work carried out can be ascertained and determined therefrom.
b. Measurements shall be taken jointly by CGM/GMRDS or its authorized representative and by
the Agency or its authorized representative from time to time. The contractor will record and
intimate the progress of work on daily, weekly & monthly basis, however, the completion of
boreholes would be intimated by him two days in advance for carrying stage inspection.
c. Before taking measurements of any work, CGM/GMRDS shall intimate the Agency to attend or
to send its representative to attend the measurement. Every measurement thus taken shall be
signed and dated by both the parties on the site on completion of the measurement. If the
Agency objects to any of measurements, a note to that effect shall be made in the
measurement book /log book and signed and dated by both the parties.
d. In the event of failure on the part of Agency to attend or to send its authorised representative
to attend the measurement after receiving the intimation, or to countersign or to record
objection within a week from the date of the measurement, the measurement taken by the
CGM/GMRDS or by its authorised representative shall be taken to be the correct measurement
of the work done.
e. The drilling works shall be completed in accordance with the timelines mentioned in
Schedule-C of this Agreement.
f. The core collected shall be handed over to CGM in accordance with the timelines mentioned
in Schedule – C of this Agreement.
12.3 Approval of Geological Report by CGM
a. The Agency will submit the Draft Detailed Geological Report & Prefeasibility Report for vetting
purpose after completion of all drilling activities.
b. After completion of vetted report and submission of same as per the satisfaction of CGM the
Geological Report along with Prefeasibility Report will be considered approved.
c. The Detailed Geological Report & Prefeasibility Report shall be submitted in accordance with
the timelines mentioned in Article 2: Scope of Work.
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Article 13: Exploration Charges
13.1 Exploration Charges
13.1.1 Subject to and in accordance with the terms of this Agreement, CGM shall pay to the Agency the
exploration charge per metre of Drilling carried out by the Agency in accordance with the
provisions of this Agreement (the “Exploration Charge”), The Exploration Charge quoted in the
Bid as Price Offer and applicable for this Agreement is Rs. XXX (Rupees XXX) per meter.
13.2 Additional Capacity
13.2.1 The Agency may, upon request from CGM and in accordance with Applicable Laws, Specifications
and Standards and Maintenance Requirements, construct, install and operate any drilling capacity
which is in addition to and in excess of the Drilling Requirement (the “Additional Capacity”).
13.2.2 The additional drilling shall have the same Exploration Charge otherwise payable for the Drilling
Requirement.
13.3 Taxes and duties
13.3.1 It is expressly agreed by the Parties that the Exploration Charges payable by CGM under this Article
13 shall be exclusive of Goods and Services Tax (GST) applicable on services provided by Agency
in accordance with the Applicable Law. CGM shall reimburse Goods and Services Tax (GST) on
Exploration Charges based on documentary evidence to be submitted by Agency.
13.3.2 Any payment to be made by CGM shall be subject to any tax deduction at source and other
applicable taxes, if required to be made by CGM as per Applicable Laws.
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Article 14: Billing and Payment Terms
14.1 Billing and Payment
14.1.1 The Agency shall, by the 7th (seventh) day of each month (or, if such day is not a business day, the
immediately following business day), submit in triplicate to CGM, an invoice in the agreed form (the
“Monthly Invoice”) signed by the authorized signatory of the Agency along with the Status Report.
14.1.2 The Agency shall, with each Monthly Invoice, submit
(a) a certificate that the amounts claimed in the invoice are correct and in accordance with the
provisions of the Agreement;
(b) a joint measurement certificate (JMC) which shall be duly certified by Agency’s representative,
CGM official and supervising officer enlisting the details of drilling carried out during the relevant
month and related photographs of the drilling and logging work as mentioned in Article 2;
(c) details in respect of Taxes payable or reimbursable in accordance with the provisions of this
Agreement;
(d) details in respect of Aggregate Damages payable by Agency;
(e) the net amount payable under the Monthly Invoice; and
(f) proof of having complied with the provisions of all Applicable Laws required to be complied with
regarding payment of wages and salaries.
14.1.3 Except as set out in Clauses 14.1.1 and 14.1.2, in the event that any sums of money are due from
one Party to the other Party under this Agreement (including any amounts payable as Damages),
then the Party to whom such sums of money are owed shall send to the other Party an invoice
together with relevant supporting documents showing the basis for the calculation of such sums
(“Miscellaneous Invoice”).
14.1.4 Due Dates
(i) Payment for 70% amount of Monthly Invoice as monthly running bills shall become due and payable
by CGM within 30 (thirty) days after submission of Monthly Invoice for each month and subsequent
verification of the mentioned quantity by CGM/GMRDS. For payment purpose, the amount of
drilling carried out by Agency till Drilling Requirement shall be multiplied by 70% of the Exploration
Charges. If CGM requires Agency to carry out additional drilling, payment for the same shall also
be made as per above provision;
(ii) Payment of 10% amount of Contract Value (as retained from the Exploration Charge in Monthly
Invoices) shall become due and payable by CGM within 30 (thirty) days after the submission of
Interim Geological Report by the Agency;
(iii) Payment of 10% amount of Contract Value (as retained from the Exploration Charge in Monthly
Invoices) shall become due and payable by CGM within 30 (thirty) days after the submission of
Draft Detailed Geological Report and Pre-Feasibility Report by the Agency; and
(iv) The final payment of 10% amount of Contract Value (as retained from the Exploration Charge in
Monthly Invoices) shall be released after submission of Detailed Geological Report along with the
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Prefeasibility Report, maps and plans and as per the satisfaction of CGM after vetting of submitted
documents.
14.1.5 Subject to Clause 14.2, each Party shall pay on or before the relevant due date, the amount that
become due and payable by such Party to the other Party pursuant to a monthly invoice or a
miscellaneous invoice. Such payments shall, unless otherwise stated, be made in Rupees and
shall be made by wire transfer, to the bank account designated by the Agency or CGM, as
applicable. CGM shall be entitled to deduct or set off against any amounts payable by the Agency
under this Agreement, any amounts payable by CGM to the Agency under this Agreement.
14.1.6 GMRDS shall make payment of the approved amount of the monthly invoice within 30 days of the
submission of invoice. In the event of delay beyond 60 days from the period for payment mentioned
above, GMRDS shall pay interest for any delay beyond the 60th day, which shall be calculated at
the Bank Rate and recovery thereof shall be without prejudice to the rights to the Parties under this
Agreement.
14.2 Disputed Amounts
14.2.1 In the event a Party disagrees with an invoice, such Party shall promptly and in no event later than
10 (ten) days of receipt of such invoice notify the other Party of the disagreement and reasons
thereof. Within 7 (seven) days of receipt of such notice, the other Party shall present any information
or evidence as may reasonably be required for determining that the disputed amounts under an
invoice are payable. The disputing Party may, if necessary, meet a representative of the other Party
for resolving the dispute and in the event that the dispute is not resolved amicably, the Dispute
Resolution Procedure shall apply. Promptly and no later than 30 (thirty) days after resolution of any
dispute as to an invoice, the amount of any overpayment or underpayment shall be paid by the
Agency or CGM (as the case may be) to the other Party. For the avoidance of doubt, CGM shall
be entitled to raise a Dispute regarding any amounts under an invoice, whether due or already paid
under this Agreement, at any time.
14.2.2 In the event a Party disagrees with an invoice, only the disputed amount shall be withheld by the
Party. The disputed amount shall be paid in accordance with Clause 14.2.1.The undisputed amount
shall be paid in accordance with the provisions of Clause 14.1.
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Article 15: Liquidated Damages
15.1 Liquidated Damages
15.1.1 If the Agency fails to mobilize the machinery and manpower to commence the work within 30 (thirty)
days from the date of issuance of LoA or as per any extended timeline as approved by CGM,
liquidated damage at the rate of INR 15,000 (fifteen thousand) per day shall be levied for maximum
period of 30 (thirty) days. If the Agency fails to commence the work even after such extended time
of 30 (thirty) days, CGM shall have the right to take action against the Agency including forfeiture
of Performance Security and termination of the Agreement.
15.1.2 In case of delay in completion of any of the three project milestones, i.e., drilling work, submission
of Interim Report or submission of Geological Report as per timelines mentioned in Article 2, CGM
shall charge liquidated damages at the rate of 0.5% (zero point five percent) of Contract Value per
week of delay, capped individually at 5% of the Contract Value. However, in case the Agency is
able to achieve the milestone for submission of Geological Report on time without any delay, then
in such case, the liquidated damages levied on the Agency for delay in completion of drilling work
or submission of Interim Report, if any, shall be reimbursed by CGM to the Agency. Furthermore,
in case of delay in any of the milestones causing the applicable liquidated damages to reach the
abovementioned cap of 5% of the Contract Value individually, CGM shall have the right to terminate
the Agreement with the Agency and /or to forfeit the Performance Security and get the remainder
of work completed by any other party at the cost of the Agency.
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Article 16: Completion of works
16.1 Certificate of completion of works
When the whole contract work has been completed, the Agency shall inform to that effect to
CGM. Such notice shall be in writing and shall be deemed to be a request by the Agency for
CGM to issue a certificate of completion stating the date on which, in its opinion, the work was
completed in accordance with the Agreement. If any outstanding work is there, Agency shall
submit that information in writing to CGM. CGM may also give instruction in writing to the Agency
specifying all the work which in CGM’s opinion, requires to be done by the Agency of any defects
in the works affecting substantial completion that may appear after specified therein. The Agency
shall be entitled to receive such certificate of completion within 21 (twenty one) days of
completion of contract work so specified to the satisfaction of CGM and making good any defects
so notified along with completion of outstanding work.
16.2 Removal of equipment etc.
Upon completion of the works or in the event of termination of contract by CGM, the Agency shall
remove from the site all the equipment within a period of seven (7) days after completion of the
work or after the issue of order of termination by CGM.
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Article 17: Insurance
17.1 Insurance during Contract Period
The Agency shall effect and maintain at its own cost, during the Contract Period, such insurances
for such maximum sums as may be required under the Applicable Laws, and such insurances as
may be necessary or prudent in accordance with Standard Industry Practice. The Agency shall also
effect and maintain such insurances as may be necessary for mitigating the risks that may affect
CGM as a consequence of any act or omission of the Agency during the Contract Period. Any
shortfall in the insurance cover shall be the responsibility of Agency. Agency shall be responsible
for any repairs and corrections required.
17.2 Insurance Cover
Without prejudice to the provisions contained in Clause 17.1, the Agency shall maintain Insurance
Cover including, but not limited, to the following:
(a) The Agency shall at all times during the pendency of the contract indemnify the CGM against all
claims, damages or compensation under the provisions of the Workmen's Compensation Act and
shall take insurance policy covering all risk, claims, damages or compensation payable under the
Workmen's Compensation Act or under any other law relating thereto. The policy shall have atleast
following provisions.
(i) The Agency shall take an insurance policy to cover third party liability. The third party
liability shall cover the loss / disablement of human life (persons not belonging to the
Agency) and also cover the risk of damages to others’ materials /equipment / properties
during execution of the Works at Site. The value of third party liability for compensation for
loss of human life or partial / full disablement shall be of required statutory value and shall
nevertheless cover such compensation as may be awarded by a Court of Law in India and
cover for damage to others’ equipment / property as approved by CGM.
(ii) The Agency shall ensure that the insurance policy/policies are kept alive till full expiry of
the contract by timely payment of premiums and shall not be cancelled without the approval
of the CGM and a provision is made to this effect in all the policies, and similar insurance
policies are also taken by his subcontractor(s) if any. The cost of premiums shall be borne
by the Agency and it shall be deemed to have been included in the quoted exploration
charge.
(iii) The policy shall cover all risks and escalations, and revisions without ceiling.
(b) In the event of Agency's failure to effect or to keep in force the insurance referred to above or any
other insurance which the Agency is required to effect under the terms of the Agreement, CGM
may effect and keep in force any such insurance and pay such premium/premiums as may be
necessary for that purpose from time to time and recover the amount thus paid from any money
due by the Agency.
(c) The Agency shall ensure that where applicable, its sub- contractor(s) shall take out and maintain
in effect adequate insurance policies for their personnel and vehicles and for work executed by
them under the Contract, unless such sub- contractors are covered by the policies taken out by the
Agency.
(d) CGM reserves the right to take out whatever policy that is deemed necessary by it if the Agency
fails to keep the said policy alive and valid at all times and / or causes lapses in payment of premium
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thereby jeopardizing the said policy. The cost of such policy(s) shall be recovered / deducted from
the amount payable to the Agency.
(e) No compensation or penalty will be paid to the Agency for idling of equipment, manpower or for
any other activities covered under scope of work.
17.3 Waiver of subrogation
All insurance policies in respect of the insurance obtained by the Agency pursuant to this Article 17
shall include a waiver of any and all rights of subrogation or recovery of the insurers thereunder
against, inter alia, CGM , and its assigns, successors, undertakings and their subsidiaries, affiliates,
employees, insurers and underwriters, and of any right of the insurers to any set-off or counterclaim
or any other deduction, whether by attachment or otherwise, in respect of any liability of any such
person insured under any such policy or in any way connected with any loss, liability or obligation
covered by such policies of insurance.
17.4 Agency's waiver
The Agency hereby further releases, assigns and waives any and all rights of subrogation or
recovery against, inter alia, CGM and its assigns, undertakings and their subsidiaries, affiliates,
employees, successors, insurers and underwriters, which the Agency may otherwise have or
acquire in or from or in any way connected with any loss, liability or obligation covered by policies
of insurance maintained or required to be maintained by the Agency pursuant to this Agreement
(other than third party liability insurance policies) or because of deductible clauses in or inadequacy
of limits of any such policies of insurance.
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Article 18: Indemnification and Liens
18.1 General indemnity
18.1.1 The Agency will indemnify, defend, save and hold harmless CGM and its officers, servants, agents,
Government Instrumentalities and CGM owned and/or controlled entities/enterprises, (the “CGM
Indemnified Persons”) against any and all suits, proceedings, actions, demands and claims from
third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising
out of any breach or default by the Agency of any of its obligations under this Agreement or any
related agreement or on account of any defect or deficiency in the provision of services to CGM or
from any negligence of the Agency under any contract or tort or on any other ground whatsoever,
except to the extent that any such suits, proceedings, actions, demands and claims have arisen
due to any negligent act or omission, or breach or default of this Agreement on the part of CGM
Indemnified Persons.
18.2 Indemnity by the Agency
Without limiting the generality of Clause 18.1, the Agency shall fully indemnify, hold harmless and
defend CGM and CGM Indemnified Persons from and against any and all loss and/or damages
arising out of or with respect to:
(a) failure of the Agency to comply with Applicable Laws and Applicable Permits;
(b) payment of Taxes required to be made by the Agency in respect of the income or other Taxes of
the Agency’s Contractors, suppliers and representatives; or
(c) non-payment of amounts due as a result of materials or services furnished to the Agency or any of
its Contractors which are payable by the Agency or any of its Contractors
Without limiting the generality of the provisions of this Article 18, the Agency shall fully indemnify,
hold harmless and defend CGM Indemnified Persons from and against any and all suits,
proceedings, actions, claims, demands, liabilities and damages which CGM Indemnified Persons
may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of
claims of infringement of any domestic or foreign patent rights, copyrights or other Intellectual
Property, proprietary or confidentiality rights with respect to any materials, information, design or
process used by the Agency or by the Agency’s Contractors in performing the Agency’s obligations
or in any way incorporated in or related to the Project. If in any such suit, action, claim or
proceedings, a temporary restraint order or preliminary injunction is granted, the Agency shall make
every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or
suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the
mineral block, or any part thereof or comprised therein, is held to constitute an infringement and its
use is permanently enjoined, the Agency shall promptly make every reasonable effort to secure for
CGM a license, at no cost to CGM , authorizing continued use of the infringing work. If the Agency
is unable to secure such license within a reasonable time, the Agency shall, at its own expense,
and without impairing the Specifications and Standards, either replace the affected work, or part,
or process thereof with non-infringing work or part or process, or modify the same so that it
becomes non-infringing.
18.3 Notice and contest of claims
In the event that CGM receives a claim or demand from a third party in respect of which it is entitled
to the benefit of an indemnity under this Article 18 (the “Indemnified Party”) it shall notify the
Agency (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand. It
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shall be the responsibility of the Indemnifying Party to settle or pay the claim in appropriate time
failing which the Indemnified Party shall have the right to settle or pay the claim and recover the
same from the Indemnifying Party. In the event that the Indemnifying Party wishes to contest or
dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party,
subject to the Indemnified Party being secured against any costs involved, to its reasonable
satisfaction.
18.4 Defense of claims
The Indemnifying Party shall have the right, but not the obligation, to contest, defend and litigate
any claim, action, suit or proceeding by any third party alleged or asserted against such Party in
respect of, resulting from, related to or arising out of any matter for which it is required to indemnify
the Indemnified Party hereunder, at its costs and expenses. The Indemnifying Party shall not be
entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior
written consent of the Indemnified Party.
18.5 No consequential claims
Notwithstanding anything to the contrary contained in this Article 18, the indemnities herein
provided shall not include any claim or recovery in respect of any cost, expense, loss or damage
of an indirect, incidental or consequential nature, including loss of profit, except as expressly
provided in this Agreement.
18.6 Survival on Termination
The provisions of this Article 18 shall survive Termination.
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Article 19: Suspension of Work
19.1 Suspension upon Agency Default
Upon occurrence of an Agency Default, CGM shall be entitled, subject to Applicable Laws and
without prejudice to its other rights and remedies under this Agreement including its rights of
Termination hereunder, to (a) suspend all rights of the Agency under this Agreement including the
Agency's right to receive Exploration Charges and other amounts under this Agreement, and (b)
exercise such rights itself and perform the obligations hereunder or authorize any other person to
exercise or perform the same on its behalf during such suspension (the “Suspension").
Suspension hereunder shall be effective forthwith upon issue of notice by CGM to the Agency and
may extend up to a period not exceeding 30 (thirty) days from the date of issue of such notice;
provided that upon written request from the Agency, CGM shall extend the aforesaid period of 30
(thirty) days by a further period not exceeding 15 (fifteen) days.
19.2 CGM to act on behalf of Agency
During the period of Suspension hereunder, all rights and liabilities vested in the Agency in
accordance with the provisions of this Agreement shall continue to vest therein and all things done
or actions taken, including expenditure incurred by CGM for discharging the obligations of the
Agency under and in accordance with this Agreement, shall be deemed to have been done or taken
for and on behalf of the Agency and the Agency undertakes to indemnify CGM for all costs incurred
during such period subject to Clause 19.1. The Agency hereby licenses and sub-licenses
respectively, CGM or any other person authorized by it under Clause 19.1 to use during
Suspension, all Intellectual Property belonging to or licensed to the Agency with respect to the
exploration activities and which is used or created by the Agency in performing its obligations under
the Agreement.
19.3 Revocation of Suspension
19.3.1 In the event that CGM shall have rectified or removed the cause of Suspension within a period not
exceeding 30 (thirty) days from the date of Suspension, it shall revoke the Suspension forthwith
and restore all rights of the Agency under this Agreement. For the avoidance of doubt, the Parties
expressly agree that CGM may, in its discretion, revoke the Suspension at any time, whether or
not the cause of Suspension has been rectified or removed hereunder. Also, the cost incurred by
CGM for rectification of suspension shall be borne by Agency.
19.3.2 Upon the Agency having cured the Agency Default within a period not exceeding 30 (thirty) days
from the date of Suspension, CGM shall revoke the Suspension forthwith and restore all rights of
the Agency under this Agreement.
19.4 Termination
19.4.1 At any time during the period of Suspension under this Article 19, the Agency may by notice require
CGM to revoke the Suspension and issue a Termination Notice. CGM shall, within 15 (fifteen) days
of receipt of such notice, terminate this Agreement under and in accordance with Article 20. It is
clarified that all the provisions of this Agreement shall apply, mutatis mutandis, to a termination
pursuant to this Clause 19.4.1 as if a Termination Notice had been issued by CGM upon occurrence
of an Agency Default.
19.4.2 Notwithstanding anything to the contrary contained in this Agreement, in the event that Suspension
is not revoked within 30 (thirty) days from the date of Suspension hereunder or within the extended
period, if any, set forth in Clause 19.1, then unless otherwise agreed by the Parties, this Agreement
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shall, upon expiry of the aforesaid period, be deemed to have been terminated by mutual
agreement of the Parties and all the provisions of this Agreement shall apply, mutatis mutandis, to
such Termination as if a Termination Notice had been issued by CGM upon occurrence of an
Agency Default.
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Article 20: Termination
20.1 Termination for Agency Default
20.1.1 Subject to Applicable Laws and save as otherwise provided in this Agreement, in the event that
any of the defaults specified below shall have occurred, and the Agency fails to cure the default
within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure
Period of 30 (thirty) days, the Agency shall be deemed to be in default of this Agreement (the
“Agency Default”), unless the default has occurred solely as a result of any breach of this
Agreement by CGM or due to Force Majeure. The defaults referred to herein shall include:
(a) the Performance Security has been encashed and appropriated in accordance with Clause 8.2 and
the Agency fails to replenish or provide fresh Performance Security within a Cure Period of 15
(fifteen) days;
(b) cumulative short fall of more than 10% (ten percent) of Drilling Requirement in drilling meterage is
found after completion of contract period and Agency further fails to complete after additional 10
(ten) weeks ;
(c) the Agency does not follow Standards and Specification of Exploration Schedule as mentioned in
Schedule – E of this Agreement;
(d) the Agency abandons or manifests intention to abandon the exploration of the Block without the
prior written consent of CGM;
(e) the Agency has failed to make any payment to CGM within the period specified in this Agreement;
(f) a breach of Agreement by the Agency has caused a Material Adverse Effect;
(g) the Agency creates any Encumbrance except as expressly permitted under this Agreement;
(h) the Agency repudiates this Agreement or otherwise takes any action or evidences or conveys an
intention not to be bound by the Agreement;
(i) there is a transfer, pursuant to law either of (i) the rights and/ or obligations of the Agency under
the Agreement, or of (ii) all or part of the assets or undertaking of the Agency, and such transfer
causes a Material Adverse Effect;
(j) the Agency is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Agency
or for the whole or material part of its assets that has a material bearing on the Project;
(k) the Agency has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated
or reconstituted in a manner that would cause, in the reasonable opinion of CGM , a Material
Adverse Effect;
(l) a resolution for winding up of the Agency is passed;
(m) any petition for winding up of the Agency is admitted by a court of competent jurisdiction and a
provisional liquidator or receiver is appointed and such order has not been set aside within 90
(ninety) days of the date thereof or the Agency is ordered to be wound up by Court except for the
purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or
reconstruction, the entire property, assets and undertaking of the Agency are transferred to the
amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has
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unconditionally assumed the obligations of the Agency under this Agreement and the Project
Agreements; and provided that:
(i) the amalgamated or reconstructed entity has the capability and operating experience
necessary for the performance of its obligations under this Agreement and the Project
Agreements;
(ii) the amalgamated or reconstructed entity has the financial standing to perform its
obligations under this Agreement and the Project Agreements and has a credit worthiness
at least as good as that of the Agency as at the Appointed Date; and
(iii) the Agreement remains in full force and effect.
(n) any representation or warranty of the Agency herein contained which is, as of the date hereof,
found to be materially false, incorrect or misleading or the Agency is at any time hereafter found to
be in breach thereof;
(o) the Agency submits to CGM any statement, notice or other document, in written or electronic form,
which has a material effect on the CGM's rights, obligations or interests and which is false in
material particulars;
(p) the Agency has failed to fulfill any obligation, for which failure Termination has been specified in
this Agreement;
(q) the Agency issues a Termination Notice in violation of the provisions of this Agreement;
(r) the Agency commits a default in complying with any other provision of this Agreement if such default
causes or may cause a Material Adverse Effect; or
(s) any other event or occurrence identified as a ‘Agency Default’ under this Agreement has occurred.
20.1.2 Without prejudice to any other rights or remedies which CGM may have under this Agreement,
upon occurrence of an Agency Default, CGM shall be entitled to terminate this Agreement by
issuing a Termination Notice to the Agency; provided that before issuing the Termination Notice,
CGM shall by a notice inform the Agency of its intention to issue such Termination Notice and grant
15 (fifteen) days to the Agency to make a representation, and may after the expiry of such 15
(fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.
20.1.3 If CGM terminates the Agreement in accordance with Clause 20.1 for Agency Default, then CGM
shall have the right to forfeit entire Performance Security of the Agency.
20.2 Termination Payment
20.2.1 Upon Termination, CGM shall pay all Exploration Charges due and payable by CGM as on date of
Termination after adjustment on account of Damages and other sums payable by the Agency to
CGM under the Agreement.
20.2.2 Termination Payment shall be due and payable to the Agency within 30 (thirty) days of acceptance
of demand being made by the Agency to CGM with the necessary particulars, and in the event of
any delay, CGM shall pay interest at the Bank Rate plus 100 basis points on the amount of
Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days.
For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full
discharge by CGM of its obligations hereunder.
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20.2.3 The Agency expressly agrees that Termination Payment under this Article 20 shall constitute a full
and final settlement of all claims of the Agency on account of Termination of this Agreement for any
reason whatsoever and that the Agency or any shareholder thereof shall not have any further right
or claim under any law, treaty, convention, contract or otherwise.
20.3 Survival of rights
Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions
of Clause 20.2, any Termination pursuant to the provisions of this Agreement shall be without
prejudice to the accrued rights of either Party including its right to claim and recover money,
damages, insurance proceeds, security deposits, and other rights and remedies, which it may have
in law or contract. All rights and obligations of either Party under this Agreement, including
Termination Payments and Transfer Requirements, shall survive the Termination to the extent such
survival is necessary for giving effect to such rights and obligations.
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Article 21: Force Majeure
21.1 Force Majeure
21.1.1 As used in this Agreement, the expression “Force Majeure” or “Force Majeure Event” shall, save and except as expressly provided otherwise mean (with respect to either Party) any event or circumstances or combination of events or circumstances:
a) act of God, epidemic, extremely adverse weather conditions, lightning, earthquake, landslide, cyclone, flood, volcanic eruption, chemical or radioactive contamination or ionising radiation, fire or explosion (to the extent of contamination or radiation or fire or explosion originating from a source external to the Site)
b) beyond the reasonable control of the Party claiming relief under this Clause 21.1.1,
i. which materially and adversely affects, prevents, delays any Party in the performance of its obligations under this Agreement and
ii. could not have been foreseen, prevented, overcome or remedied by the affected Party by exercising a standard of care and diligence consistent with Standard Industry Practice.
21.1.2 The Party whose performance is so affected by Force Majeure is called as the “Affected Party”.
21.2 Effect of Force Majeure Event
At any time after the Appointed Date, if any Force Majeure Event occurs:
(a) whereupon the Agency is unable to continue exploration activities despite making best efforts or it
is directed by CGM to suspend production during the subsistence of such Force Majeure Event,
the Contract Period shall be extended by a period equal in length to the period during which the
Agency was prevented from exploration activities on account thereof.
21.3 Allocation of costs arising out of Force Majeure
21.3.1 Upon occurrence of any Force Majeure Event, the Parties shall bear their respective costs and no
Party shall be required to pay to the other Party any costs thereof.
21.3.2 Save and except as expressly provided in this Article 21, neither Party shall be liable in any manner
whatsoever to the other Party in respect of any loss, damage, cost, expense, claims, demands and
proceedings relating to or arising out of occurrence or existence of any Force Majeure Event or
exercise of any right pursuant hereto.
21.4 Termination Notice for Force Majeure Event
If a Force Majeure Event subsists for a period of 180 (one hundred and eighty) days or more within
a continuous period of 365 (three hundred and sixty five) days, either Party may in its discretion
terminate this Agreement by issuing a Termination Notice to the other Party without being liable in
any manner whatsoever, save as provided in this Article 21, and upon issue of such Termination
Notice, this Agreement shall, notwithstanding anything to the contrary contained herein, stand
terminated forthwith; provided that before issuing such Termination Notice, the Party intending to
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issue the Termination Notice shall inform the other Party of such intention and grant 15 (fifteen)
days’ time to make a representation, and may after the expiry of such 15 (fifteen) days period,
whether or not it is in receipt of such representation, in its sole discretion issue the Termination
Notice.
21.5 Dispute resolution
In the event that the Parties are unable to agree in good faith about the occurrence or existence of
a Force Majeure Event (or an Unforeseen Event), such Dispute shall be finally settled in
accordance with the Dispute Resolution Procedure; provided that the burden of proof as to the
occurrence or existence of such Force Majeure Event shall be upon the Party claiming relief and/or
excuse on account of such Force Majeure Event.
21.6 Excuse from performance of obligations
If the Affected Party is rendered wholly or partially unable to perform its obligations under this
Agreement because of a Force Majeure Event, it shall be excused from performance of such of its
obligations to the extent it is unable to perform on account of such Force Majeure Event; provided
that:
(a) the suspension of performance shall be of no greater scope and of no longer duration than is
reasonably required by the Force Majeure Event;
(b) the Affected Party shall make all reasonable efforts to mitigate or limit damage to the other Party
arising out of or as a result of the existence or occurrence of such Force Majeure Event and to cure
the same with due diligence; and
(c) when the Affected Party is able to resume performance of its obligations under this Agreement, it
shall give to the other Party notice to that effect and shall promptly resume performance of its
obligations hereunder.
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Article 22: Dispute Resolution and Arbitration
22.1 Dispute resolution
22.1.1 Any dispute, difference or controversy of whatever nature howsoever arising under, or out of, or in
relation, to this Agreement (including its interpretation) between the Parties, and so notified in
writing by either Party to the other Party (the “Dispute”) shall, in the first instance, be attempted to
be resolved amicably in accordance with the mediation procedure set forth in Clause 22.2.
22.1.2 The Parties agree to use their best efforts for resolving all Disputes arising under or in respect of
this Agreement promptly, equitably and in good faith, and further agree to provide each other with
reasonable access during normal business hours to all non-privileged records, information and data
pertaining to any Dispute.
22.2 Mediation
In the event of any dispute arising out of or in relation to this contract, including any question
regarding to its existence, validity or termination, the parties shall seek settlement of that dispute
by mediation in accordance with the IIAM Mediation Rules.
22.3 Arbitration
22.3.1 Any Dispute which is not resolved amicably by mediation, as provided in Clause 22.2, shall be
finally decided by reference to arbitration by an arbitral tribunal constituted in accordance with
Clause 22.3.2. Such arbitration shall be held in accordance with the Rules of Arbitration of the
International Centre for Alternative Dispute Resolution, New Delhi (the “Rules”) and shall be
subject to the provisions of the Arbitration and Conciliation Act, 1996. The place of such arbitration
shall be Gandhinagar, Gujarat, and the language of arbitration proceedings shall be English.
22.3.2 There shall be an arbitral tribunal comprising three arbitrators, of whom each Party shall select one,
and the third arbitrator shall be appointed by the two arbitrators so selected, and in the event of
disagreement between the two arbitrators, the appointment shall be made in accordance with the
Rules.
22.3.3 The Agency and CGM agree that an Award may be enforced against the Agency and/or CGM, as
the case may be, and their respective assets wherever situated.
22.3.4 This Agreement and the rights and obligations of the Parties shall remain in full force and effect,
pending the Award in any arbitration proceedings hereunder.
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Article 23: Change in law
23.1 Change in law
If as a result of Change in Law, the Agency suffers an increase or decrease in costs or reduction
in net after-tax return or other financial burden, the aggregate financial effect of which exceeds
2% (two per cent)] of the Contract Value, the financial implications of the Change in law on the
either Party and the modalities for payment for such Change of Scope shall be decided by a joint
committee to be set up by CGM and Agency.
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Article 24: Assignment and subletting
24.1 Restrictions on assignment and charges
24.1.1 Subject to Clauses 24.2 and 24.3, this Agreement shall not be assigned by the Agency to any
person, save and except with the prior consent in writing of CGM, which consent CGM shall be
entitled to decline without assigning any reason.
24.1.2 Subject to the provisions of Clause 24.2, the Agency shall not create nor permit to subsist any
encumbrance, or otherwise transfer or dispose of all or any of its rights and benefits under this
Agreement or any Project Agreement to which the Agency is a party except with the prior consent
in writing of CGM, which consent CGM shall be entitled to decline without assigning any reason.
24.2 Permitted assignment and charges
24.2.1 The restraints set forth in Clause 24.1 shall not apply to:
(a) liens arising by operation of law (or by an agreement evidencing the same) in the ordinary course
of business exploration in the Block;
(b) liens or Encumbrances required by any Applicable Law.
24.3 Assignment by CGM
Not without anything contained in this Agreement, CGM may, after giving 30 (thirty) days’ notice to
the Agency, assign and/or transfer any of its rights and benefits and/or obligations under this
Agreement to an assignee who is, in the reasonable opinion of CGM, capable of fulfilling all of
CGM’s then outstanding obligations under this Agreement and has the financial standing necessary
for this purpose.
24.4 Approvals for assignment
Any assignment under this Article 24 shall be subject to the approvals and consents required
therefor under Applicable Laws. Provided, however, that the grant of any consent or approval under
Applicable Laws shall not oblige CGM to grant its approval to such assignment, save and except
as provided herein.
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Article 25: Miscellaneous
25.1 Governing Law and Jurisdiction
This Agreement shall be construed and interpreted in accordance with and governed by the laws
of India, and, subject to Clause 22.3, the courts at Gandhinagar shall have exclusive jurisdiction
over all matters arising out of or relating to this Agreement.
25.2 Waiver of immunity
Each Party unconditionally and irrevocably: (a) agrees that the execution, delivery and performance by it of this Agreement constitute commercial
acts done and performed for commercial purpose;
(b) agrees that, should any proceedings be brought against it or its assets, property or revenues in any
jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement, no
immunity (whether by reason of sovereignty or otherwise) from such proceedings shall be claimed
by or on behalf of the Party with respect to its assets;
(c) waives any right of immunity which it or its assets, property or revenues now has, may acquire in
the future or which may be attributed to it in any jurisdiction; and
(d) consents generally, in respect of the enforcement of any judgment or award against it in any such
proceedings and to the giving of any relief or the issue of any process in any jurisdiction in
connection with such proceedings (including the making, enforcement or execution against it or in
respect of any assets, property or revenues whatsoever irrespective of their use or intended use of
any order or judgment that may be made or given in connection therewith).
25.3 Waiver
25.3.1 Waiver, including partial or conditional waiver, by either Party of any default by the other Party in the observance and performance of any provision of or obligations under this Agreement:
(a) shall not operate or be construed as a waiver of any other or subsequent default hereof, or of other
provisions of, or obligations, under this Agreement;
(b) shall not be effective unless it is in writing and executed by a duly authorised representative of the
Party; and
(c) shall not affect the validity or enforceability of this Agreement in any manner.
25.3.2 Neither the failure by either Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Agreement or any obligation thereunder nor time or other indulgence granted by a Party to the other Party shall be treated or deemed as waiver of its such rights under the Agreement.
25.4 Liability for review of Documents and Drawings
Except to the extent expressly provided in this Agreement: (a) no review, comment or approval by CGM of any Document or Drawing submitted by the Agency
nor any observation or inspection of the exploration activities nor the failure to review, approve, comment, observe or inspect hereunder shall relieve or absolve the Agency from its obligations, duties and liabilities under this Agreement, Applicable Laws and Applicable Permits; and
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(b) CGM shall not be liable to the Agency by reason of any review, comment, approval, observation or inspection referred to in sub-clause (a) above.
25.5 Severability
If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to
be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions shall not be affected in any manner, and the Parties will negotiate in good faith with a
view to agreeing to one or more provisions which may be substituted for such invalid,
unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or
unenforceable provision. Failure to agree upon any such provisions shall not be subject to the
Dispute Resolution Procedure set forth under this Agreement or otherwise.
25.6 CGM, at its discretion, may appoint any person or third party agency for monitoring of activities at
Site or for fulfilling statutory requirements.
25.7 CGM may provide administrative support to the Agency at Agency’s request in exploration work of
mineral blocks in accordance with and subject to the provisions of this Agreement at the cost of
Agency.
25.8 Notices
Any notice or other communication to be given by any Party to the other Party under or in connection with the matters contemplated by this Agreement shall be in writing and shall:
(a) in the case of the Agency, be given by facsimile or e-mail and by letter delivered by hand to the
address given and marked for the attention of the person set out below or to such other person as the Agency may from time to time designate by notice to CGM ; provided that notices or other communications to be given to an address outside the city specified in sub-clause (b) below may, if they are subsequently confirmed by sending a copy thereof by registered acknowledgement due, or by courier, be sent by facsimile or e-mail to the number as the Agency may from time to time designate by notice to CGM :
Attention: Designation: Address: Fax No: Email:
(b) in the case of CGM, be given by facsimile or e-mail and by letter delivered by hand at the address given and marked to the attention of the person set out below with a copy delivered to CGM Representative or such other person as CGM may from time to time designate by notice to the Agency; provided that if the Agency does not have an office in the same city as CGM, it may send such notice by facsimile or e-mail and by registered acknowledgement due: Attention: Designation: Address: Fax No: Email:
(c) any notice or communication by a Party to the other Party, given in accordance herewith, shall be deemed to have been delivered when in the normal course of post it ought to have been delivered and in all other cases, it shall be deemed to have been delivered on the actual date of
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delivery; provided that in the case of facsimile or e-mail, it shall be deemed to have been delivered on the working day following the date of its delivery.
25.9 Language
All notices required to be given by one Party to the other Party and all other communications,
Documentation and proceedings which are in any way relevant to this Agreement shall be in
writing and in English language.
25.10 Counterparts
This Agreement may be executed in two counterparts, each of which, when executed and
delivered, shall constitute an original of this Agreement.
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IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS
OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED For and on behalf of CGM by:
Signature)
(Name)
(Designation)
(Address)
(Fax No.)
((e-mail address)
In the presence of:
1.
2.
THE COMMON SEAL OF AGENCY has been affixed pursuant to the resolution passed by the Board of
Directors of the Agency at its meeting held on the …………day of 20… hereunto affixed in the presence of
……………………, Director, who has signed these presents in token thereof and ………………., company
Secretary /Authorised Officer who has countersigned the same in token thereof
Signature)
(Name)
(Designation)
(Address)
(Fax No.)
((e-mail address)
In the presence of:
1.
2.
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Schedule – A: Details of Mineral Blocks
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Schedule – B: Performance Security
(To be executed on the Non-Judicial Stamp Paper of appropriate Value)
[{name of the company}]
WHEREAS:
(A) Commissioner of Geology and Mining, having its office at ________________, (hereinafter referred
to as “CGM”, which expression shall unless it be repugnant to the subject or context thereof include
its, successors and assigns) awarded the Letter of Award No. ______ dated __________to
……………………, a Corporate Entity/Lead Bidder registered under the ………………( Name of
relevant Law/ Act) registered under the laws of ____________(Name of the Country) and having
its registered office at ……………………… (hereinafter referred to as the “Successful Bidder”
which expression shall unless it be repugnant to the subject or context thereof include its
successors and assigns), for the project as defined in Request for Proposal (RFP) No…………
dated …………… and other related documents including without limitation the Exploration Services
Agreement (hereinafter collectively referred to as “Bidding Documents”).
(B) ………………….. (the “Agency”) and CGM have entered/intend to enter into Exploration Services
Agreement (the “Agreement”) whereby the CGM has agreed to the Agency undertaking the
exploration activities pertaining to the mentioned block, subject to and in accordance with the
provisions of the Agreement.
(C) The Agreement requires the Agency to furnish a Performance Security to the CGM of a sum of [Rs.
XXX Lakhs (Rupees XXX Lakhs)] (the “Guarantee Amount”) as security for due and faithful
performance of its obligations, under and in accordance with the Agreement, during the Contract
Period and upto 90 (ninety) days after the Contract Period (the “Guarantee Period”).
(D) We, ……………………….. through our branch at …………………….. (the “Bank”) have agreed to
furnish this bank guarantee (“Guarantee”) by way of Performance Security.
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and affirms as follows:
1. The Bank hereby, unconditionally and irrevocably, guarantees and undertakes to pay to the CGM
upon occurrence of any failure or default in due and faithful performance of all or any of the
Agency’s obligations, under and in accordance with the provisions of the Agreement, on its mere
first written demand, and without any demur, reservation, recourse, contest or protest, and without
any reference to the Agency, such sum or sums upto an aggregate sum of the Guarantee Amount
as the CGM shall claim, without the CGM being required to prove or to show grounds or reasons
for its demand and/ or for the sum specified therein.
2. A letter from the CGM, under the hand of an officer not below the rank of Director or equivalent,
that the Agency has committed default in the due and faithful performance of all or any of its
obligations under and in accordance with the Agreement shall be conclusive, final and binding on
the Bank. The Bank further agrees that the CGM shall be the sole judge as to whether the Agency
is in default in due and faithful performance of its obligations under the Agreement and its decision
that the Agency is in default shall be final, and binding on the Bank, notwithstanding any difference
between the CGM and the Agency, or any dispute between them pending before any court, tribunal,
arbitrators or any other CGM or body, or by the discharge of the Agency for any reason whatsoever.
3. In order to give effect to this Guarantee, the CGM shall be entitled to act as if the Bank were the
principal debtor and any change in the constitution of the Agency and/or the Bank, whether by their
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absorption with any other body or corporation or otherwise, shall not in any way or manner affect
the liability or obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the CGM to proceed
against the Agency before presenting to the Bank its demand under this Guarantee.
5. The CGM shall have the liberty, without affecting in any manner the liability of the Bank under this
Guarantee, to vary at any time, the terms and conditions of the Agreement or to extend the time or
period for the compliance with, fulfillment and/or performance of all or any of the obligations of the
Agency contained in the Agreement or to postpone for any time, and from time to time, any of the
rights and powers exercisable by the CGM against the Agency, and either to enforce or forbear
from enforcing any of the terms and conditions contained in the Agreement and/ or the securities
available to the CGM, and the Bank shall not be released from its liability and obligation under this
Guarantee by any exercise by the CGM of the liberty with reference to the matters aforesaid or by
reason of time being given to the Agency or any other forbearance, indulgence, act or omission on
the part of the CGM or of any other matter or thing whatsoever which under any law relating to
sureties and guarantors would, but for this provision, have the effect of releasing the Bank from its
liability and obligation under this Guarantee and the Bank hereby waives all of its rights under any
such law.
6. This Guarantee is in addition to, and not in substitution of, any other guarantee or security now or
which may hereafter be held by the CGM in respect of , or relating to, the Agreement or for the
fulfillment, compliance and/ or performance of all or any of the obligations of the Agency under the
Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this Guarantee is
restricted to the Guarantee Amount and this Guarantee will remain in force until the expiry of the
Guarantee Period, and unless a demand or claim in writing is made by the CGM on the Bank under
this Guarantee no later than six months from the date of expiry of the Guarantee Period, all rights
of the CGM under this Guarantee shall be forfeited and the Bank shall be relieved from its liabilities
hereunder.
8. The Bank undertakes not to revoke this Guarantee during its currency, except with the previous
express consent of the CGM in writing, and declares and warrants that it has the power to issue
this Guarantee and the undersigned has full powers to do so on behalf of the Bank.
9. Any notice by way of request, demand or otherwise hereunder may be sent by post addressed to
the Bank at its above referred branch, which shall be deemed to have been duly authorised to
receive such notice and to effect payment thereof forthwith, and if sent by post it shall be deemed
to have been given at the time when it ought to have been delivered in due course of post and in
proving such notice, when given by post, it shall be sufficient to prove that the envelope containing
the notice was posted and a certificate signed by an officer of the CGM that the envelope was so
posted shall be conclusive.
10. This Guarantee shall come into force with immediate effect and shall remain in force and effect
until the expiry of the Guarantee Period or until it is released earlier by the CGM pursuant to the
provisions of the Agreement.
11. Capitalised terms used herein, unless defined herein, shall have the meaning assigned to them in
the Agreement.
Signed and sealed this .................. day of ............. 20 ...... at .............
SIGNED, SEALED AND DELIVERED
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For and on behalf of the BANK by:
(Signature)
(Name)
(Designation)
(Code Number)
(Address)
NOTES:
(i) The bank guarantee should contain the name, designation and code number of the officer(s) signing the
guarantee.
(ii) The address, telephone number and other details of the head office of the Bank as well as of issuing
branch should be mentioned on the covering letter of issuing Branch.
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Schedule – C: Exploration Schedule
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Schedule – D: Bank Guarantee format for Advance
[[**** {name of the company}]
WHEREAS:
(A) ………………….. (the "Agency") and [name of the company] represented by *** and having its
principal offices at ***** ("CGM") have entered into an agreement dated ……………..(the
"Agreement") whereby the CGM has agreed to the Agency undertaking the Exploration of the
Block thereof, subject to and in accordance with the provisions of the Agreement.
(B) The Agreement requires the Agency to furnish a Performance Security to the CGM of a sum of
[Rs. * * * * * cr. (Rupees * * * * * crores)] (the "Advance Guarantee Amount") as security for the
Advance being provided by CGM to the Agency for due and faithful performance of its
obligations, under and in accordance with the Agreement, during the Contract Period and upto 90
(ninety) days after the Contract Period (the “Advance Guarantee Period”).
(C) We, ……………………….. through our branch at …………………….. (the "Bank") have agreed to furnish
this bank guarantee ("Guarantee") by way of Performance Security.
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and affirms as
follows:
1. The Bank hereby, unconditionally and irrevocably, guarantees and undertakes to pay to the CGM
upon occurrence of any failure or default in due and faithful performance of all or any of the
Agency’s obligations, under and in accordance with the provisions of the Agreement, on its mere
first written demand, and without any demur, reservation, recourse, contest or protest, and
without any reference to the Agency, such sum or sums upto an aggregate sum of the Guarantee
Amount as the CGM shall claim, without the CGM being required to prove or to show grounds or
reasons for its demand and/ or for the sum specified therein.
2. A letter from the CGM, under the hand of an officer not below the rank of Director or equivalent,
that the Agency has committed default in the due and faithful performance of all or any of its
obligations under and in accordance with the Agreement shall be conclusive, final and binding on
the Bank. The Bank further agrees that the CGM shall be the sole judge as to whether the
Agency is in default in due and faithful performance of its obligations under the Agreement and its
decision that the Agency is in default shall be final, and binding on the Bank, notwithstanding any
difference between the CGM and the Agency, or any dispute between them pending before any
court, tribunal, arbitrators or any other authority or body, or by the discharge of the Agency for
any reason whatsoever.
3. In order to give effect to this Guarantee, the CGM shall be entitled to act as if the Bank were the
principal debtor and any change in the constitution of the Agency and/or the Bank, whether by
their absorption with any other body or corporation or otherwise, shall not in any way or manner
affect the liability or obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the CGM to proceed
against the Agency before presenting to the Bank its demand under this Guarantee.
5. CGM shall have the liberty, without affecting in any manner the liability of the Bank under this
Guarantee, to vary at any time, the terms and conditions of the Agreement or to extend the time
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or period for the compliance with, fulfillment and/or performance of all or any of the obligations of
the Agency contained in the Agreement or to postpone for any time, and from time to time, any of
the rights and powers exercisable by the CGM against the Agency, and either to enforce or
forbear from enforcing any of the terms and conditions contained in the Agreement and/ or the
securities available to the CGM, and the Bank shall not be released from its liability and obligation
under this Guarantee by any exercise by CGM of the liberty with reference to the matters
aforesaid or by reason of time being given to the Agency or any other forbearance, indulgence,
act or omission on the part of CGM or of any other matter or thing whatsoever which under any
law relating to sureties and guarantors would, but for this provision, have the effect of releasing
the Bank from its liability and obligation under this Guarantee and the Bank hereby waives all of
its rights under any such law.
6. This Guarantee is in addition to, and not in substitution of, any other guarantee or security now or
which may hereafter be held by the CGM in respect of , or relating to, the Agreement or for the
fulfillment, compliance and/ or performance of all or any of the obligations of the Agency under
the Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this Guarantee is
restricted to the Guarantee Amount and this Guarantee will remain in force until the expiry of the
Guarantee Period, and unless a demand or claim in writing is made by the CGM on the Bank
under this Guarantee no later than six months from the date of expiry of the Guarantee Period, all
rights of the CGM under this Guarantee shall be forfeited and the Bank shall be relieved from its
liabilities hereunder.
8. The Bank undertakes not to revoke this Guarantee during its currency, except with the previous
express consent of the CGM in writing, and declares and warrants that it has the power to issue
this Guarantee and the undersigned has full powers to do so on behalf of the Bank.
9. Any notice by way of request, demand or otherwise hereunder may be sent by post addressed to
the Bank at its above referred branch, which shall be deemed to have been duly authorised to
receive such notice and to effect payment thereof forthwith, and if sent by post it shall be deemed
to have been given at the time when it ought to have been delivered in due course of post and in
proving such notice, when given by post, it shall be sufficient to prove that the envelope
containing the notice was posted and a certificate signed by an officer of the CGM that the
envelope was so posted shall be conclusive.
10. This Guarantee shall come into force with immediate effect and shall remain in force and effect
until the expiry of the Guarantee Period or until it is released earlier by the CGM pursuant to the
provisions of the Agreement.
11. Capitalised terms used herein, unless defined herein, shall have the meaning assigned to them in
the Agreement.
Signed and sealed this .................. day of ............. 20 ...... at .............
SIGNED, SEALED AND DELIVERED
For and on behalf of
the BANK by:
(Signature)
(Name)
(Designation)
(Code Number)
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(Address)
NOTES:
(i) The bank guarantee should contain the name, designation and code number of the officer(s) signing
the guarantee.
(ii) The address, telephone number and other details of the head office of the Bank as well as of issuing
branch should be mentioned on the covering letter of issuing Branch.
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Schedule – E: Standards and Specifications of Exploration Schedule
