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www.omfed.com
The Odisha State Cooperative Milk Producers’ Federation Ltd.
D-2, SAHID NAGAR, BHUBANESWAR-751 007. Ph No- 2546030/2540273/2540417,
Email – [email protected], [email protected]
REQUEST FOR PROPOSAL
FOR ESTABLISHMENT OF UHT PROCESSING PLANT AND ASEPTIC PACKAGING UNIT ON
PRIVATE COOPERATIVE PARTNERSHIP MODE
Request For Proposal (RFP) are invited from the eligible Entrepreneurs or Companies who
are interested to establish and operate a "Self Sustainable UHT Processing and Aseptic
Packaging Unit for Dairy Milk" in Private Cooperative Partnership mode at Cattle feed
Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by
OMFED in the district of Khurda / Cuttack of Odisha.
In case of eligible Entrepreneurs or Companies having their own land in the district of Khurda / Cuttack and interested to establish such UHT plant may also submit separate proposal in separate sealed envelope subscribing the site of the plant i.e. UHT plant on OMFED land and UHT plant on Own land. EMD & Paper cost as stipulated in the document should be submitted separately for each of the above proposal. Pre-Bid Meeting: A Pre-Bid meeting is scheduled to be held on 14.12.2017 at 11.30 A.M. at Conference Hall, OMFED, Corporate Office, Bhubaneswar. The RFP document & Terms of Reference (ToR) may be downloaded from www.omfed.com from 07.12.2017 onwards till 28.12.2017. Filled in RFP document should reach OMFED, Corporate Office, D-2, Sahid Nagar, Bhubaneswar-751007, with a non-refundable demand draft of Rs.10,000/- + 12% GST towards the cost of the RFP document in favour of OMFED, payable at Bhubaneswar. RFP submission Due Date: Till 5:00 PM on 29.12.2017. OMFED reserves the right to reject any or all Bid/Proposal received without assigning any reasons whatsoever. The corrigendum/amendment to this notice if required shall be published only in the OMFED web site www.omfed.com and will not be published again in news paper.
Managing Director OMFED
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RFP FOR ESTABLISHMENT & OPERATION UHT PLANT ON PRIVATE COOPERATIVE PARTNERSHIP MODE
Contents
DISCLAIMER..............................................................................................................3
ABBREVIATIONS……………………………………………………………………….….4
SCHEDULE OF BIDDING PROCESS…………………………………………………...4
TERMS OF REFERENCE …......................................................................................5
BIDDING PROCEDURE ...........................................................................................16
CHECK LIST..............................................................................................................23
ANNEXURE 1 ............................................................................................................24
ANNEXURE 2 ............................................................................................................26
ANNEXURE 3 ............................................................................................................27
ANNEXURE 4 ............................................................................................................28
ANNEXURE 5 ............................................................................................................29
DRAFT AGREEMENT……………………………………………………………………..33
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RFP FOR ESTABLISHMENT & OPERATION UHT PLANT ON PRIVATE COOPERATIVE PARTNERSHIP MODE
DISCLAIMER
1. Though adequate care has been taken in the preparation of this Request For Proposal
Document (RFP document), the Bidder should satisfy themselves that the Document is
complete in all respects.
2. Neither OMFED nor its employees make any representation or warranty as to the
accuracy, reliability or completeness of the information in this RFP document. Each
prospective Bidder should conduct their own investigations and analysis and check the
accuracy, reliability and completeness of the information in this RFP document and obtain
independent advice from appropriate source before submission of this RFP document.
3. Neither OMFED nor their employees will have any liability to any prospective Bidder or any
other person under the law of contract, for any loss, expense or damage which may arise
from or be incurred or suffered in connection with anything contained in this RFP document.
4. OMFED reserves the right, without any obligation or liability, to accept or reject any or all of
the RFPs, at any stage of the process, to cancel or modify the process, or any part thereof, or
to vary any of the terms and conditions, at any time, without assigning any reason
whatsoever.
5. OMFED reserves the right to modify or amend or add to any or all of the provisions of this
RFP document or cancel the present Invitation and call for fresh Invitations.
6. Neither OMFED nor their employees will have any liability in case of non-receipt of any
correspondence from them to the bidders due to the postal delays.
7. The applicable laws for the purpose are the laws of India. Courts of Bhubaneswar will have
jurisdiction concerning or arising out of this RFP document.
8. The Pre-Bid Meeting being conducted by OMFED is to disseminate information about the
project and exchange ideas; and is not a pre-qualification for participating in the bid.
9. The bidders are expected to know the relevant Rules and Regulations of the respective
local authorities concerning the site and building-byelaws and City Development Plan.
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ABBREVIATIONS 1. BPR – Brief Project Report
2. COD- Commercial Operation Day
3. GoI - Government of India
4. GoO- Government of Odisha
5. OMFED- The Odisha State Cooperative Milk Producers’ Federation Ltd.
6. CPP –Cooperative Private Partnership
7. QA – Quality Assurance
8. RFP - Request for Proposal
9. RFP -Expression of Interest
10. SOP - Standard Operating Procedure
11. TOR – Terms of Reference
SCHEDULE OF BIDDING PROCESS
The indicative timetable for development of this project is as follows:
Activity Scheduled Date
Publication of RFP 07.12.2017
Due date for RFP document submission Till 5:00 PM on 29.12. 2017
Pre-Bid meet 11.30 AM on 14.12. 2017
Venue: Conference Hall
OMFED, Corporate Office, D-2,
Sahid Nagar, Bhubaneswar-751007
NOTE : All queries & question pertaining to the project and the bidding process shall be
submitted to OMFED prior to or during the scheduled pre-bid meeting in writing. No further
queries shall be entertained after the pre-bid meeting.
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TERMS OF REFERENCE 1. PREAMBLE
The Odisha State Coop. Milk Producers’ Federation Ltd; shortly known as “OMFED, an Apex Coop. Body registered under the Orissa Coop. Societies Act, 1962 is interested to set up an “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit” in the premises of its Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by OMFED in the district of Khurda / Cuttack of Odisha under Coop. Private Partnership, for disposal of surplus milk collected from the farmer members of its affiliated Dist. Milk Unions, particularly Cuttack Dist Milk Union & production of Milk & Milk Products having long shelf life on royalty basis.
1.1 The Objectives and the modus-operandi for the implementation of the envisaged “Concept” has been discussed in the ensuing sections.
2. OBJECTIVES :
For effective and optimum utilization of the Raw Milk available in Odisha State.
To decipher the Processes, Technologies and the Results of Research & Development amongst the Farmers and Milk Producers.
Value Addition for Milk and Milk Products at the grass root level. To ensure Synergy between various limbs of the Government, Semi-
Government and Public Enterprises to achieve a common goal of Employment Generation, Industrial & Socio-Economic Development and Public Welfare.
3. PARTNERS:
OMFED Ltd., D-2, Sahid Nagar, Bhubaneswar-[Odisha] 751007. The Cuttack District Co-operative Milk Producers’ Union Limited, “Manjushree
Building”, at Mahanadi Vihar, Post: Naya Bazaar, Cuttack (Odisha) 753 004. A Firm /Company as “Private Partner” to be selected by the OMFED through
a Structured Procedure. 4. TRI-PARTY Agreement: 4.1 A Tripartite Agreement will be executed between the Odisha Milk Federation
Limited (OMFED), the Cuttack District Co-operative Milk Producers’ Union Limited and the Private Partner known as First Party, Second Party and Third Party respectively for implementation of the above Concept Plan.
5. LAND
5.1 Land admeasuring about Ac. 2.00 inside Cattle feed Plant, Radhadamodarpur, District. Cuttack or equivalent piece of land at any other location in the district of Khurda or Cuttack shall be made available to the Private Partner by the First Party for setting up the above Plant subject to payment of Ground Rent, Cess & Incidental charges in advance annually as per the Govt. Rules or decision taken to that effect by the “Monitoring Management Committee” to be constituted by OMFED Ltd. for the day-to-day operation of Plant after the selection of Private Partner.
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5.2 If OMFED fails to provide land to the Private partner, for the proposed Plant then
the Private Partner shall have to arrange a suitable land at his own cost after necessary inspection of the location of the site by the “Monitoring Management Committee”.
6.0 COOPERATIVE PRVATE PARTNERSHIP MODE:
The proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit for Manufacture of Milk and Milk Products” in Cattle feed Plant, Radhadamodarpur, District. Cuttack or any other suitable nearby location in and around Cuttack district, will be established under PRIVATE PARTNERSHIP. The Private Partner will be selected by OMFED Ltd. through “Request For Proposal Process”.
7. COMMENCEMENT & VALIDITY OF THE AGREEMENT
7.1 The Agreement shall commence from date of its execution and remain valid for a period of 15 years from the Commercial Operation Day {COD} if land is provided by OMFED which shall be 33 year if the land is arranged by the Private partner.
7.2 The COD of the facility proposed to be created by the Third Party shall be within 12
(Twelve) Months (excluding Rainy Season) w.e.f. the date of handing over of physical possession of Land identified/earmarked for the proposed Project jointly by the Parties. The Third Party shall communicate to the First Party in writing about the COD.
7.3 The Agreement can be renewed for a further term, as may be agreed between the
Parties; Six Months before the expiry of the period mentioned in Para-7.1 above subject to mutually agreed terms and conditions.
8. SUPPLY & PURCHASE OF PRODUCTS 8.1 The Third Party shall Process Raw Chilled Milk and also shall treat it in UHT Plant,
Pack under the Brand of First Party in the different Flavours, Colours and supplies the same to the First Party in Pack Sizes as may be required by the First Party from time to time subject to the limitation of the manufacturing facilities.
8.2 The Second Party shall supply at the instance of First Party the required input i.e. Raw
Chilled Milk of pre-determined Quality & Specifications to the Third Party well in time. 8.3 The Third Party shall procure process, pack and market as per the Design, Brand,
Pack Size & MRP etc. 8.4 The Third Party is expected to establish a Milk Processing & UHT Plant having an
Installed Capacity of 50,000 Liter per Day of the Products Processed & Packed including all variants of Products. The Installed Capacity can be enhanced up to 1.00 Lakh Liter per Day by mutual consent of all Parties depending upon the requirements.
8.5 The Second Party shall source approximately 12.50 Lakh Liter per Month (average
50,000 Liter per Day for 25 Days per month) of Raw Chilled Milk of pre-determined Quality & Specifications. The Third Party shall process, pack & supply / market.
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9. PRODUCTION SCHEDULES, QUALITY CHECKS & DISPATCH PLANS 9.1 The First Party shall provide a Monthly Process Plan to the Third Party based on the
requirement of the Products. Such estimated Process Plan shall be used by the Second Party to plan its Production Schedules and make necessary arrangements to meet the requirement of the First Party.
9.2 Raw Material if required should be supplied by the First Party (as per Standard Operating Practice (SOP)) to the Third Party. The Processing of Raw Chilled Milk in UHT Plant would be subjected to the confirmation of the Quality & Specifications of the Raw Chilled Milk to the pre-decided and mutually agreed standards & norms.
9.3 The Third Party would maintain 05 days Incubation Period for UHT Packs. Initially packed products shall be kept in the Plastic Crates. After incubation period of 05 days, the Packaged Milk would be checked by the Quality Assurance (QA) Team appointed/deputed by First Party and the cleared Packs shall be stacked in Cartoon Boxes by the Third Party for dispatch.
9.4 The Third Party shall be responsible for any rejections made by the First Party‘s QA Team, due to process default or any Process/Packing Operations related issues and in such circumstances the Third Party shall bear the cost of Raw Chilled Milk which shall be recovered by the First Party from the Bills of Third Party.
9.5 The QA Team of the First Party shall validate the Process and provide the Finish Goods Clearance as per the norms fixed. The decision of the First Party‘s QA Team regarding the Quality of the Finished Goods will be final. No marketing of finished goods can take place without the clearance from the QA team of the First Party.
9.6 The Third Party’s Analytical Laboratory shall be fully equipped for the necessary testing facilities of UHT Milk & UHT Flavored Milk and the First Party‘s QA Team shall be allowed to use the “Lab.” for Testing and validation of the test reports of the Third Party. The First Party may at his discretion use the testing facilities of its own for validation of Test Reports.
9.7 The Second Party shall develop required infrastructure, if not existing; at designated Milk Chilling Centers in its operational area nearby to UHT Plant of the Third Party for testing & maintaining the Quality of Raw Milk. The Third Party shall train Man Power of Second Party to carry out all necessary Chemical and Micro Biological testing as per the SOP.
9.8 The Third Party shall adhere to the Provisions of FSSAI and other statutory norms. All the Parties shall make necessary application to FSSAI for processing and packing of UHT Milk & UHT Flavored Milk for the First Party at Third Party’s facility as per the FSSAI Norms.
9.9 The samples shall be tested as per prescribed SOP and the Third Party shall keep the samples as prescribed by the First Party.
10. MANUFACTURE PROCESS & PACKING OF PRODUCTS
10.1 The Third Party shall ensure that the Products if required to the First Party are of High
Quality, free from impurity of any kind whatsoever and confirms to the standards defined under the FSSAI Act, 2006/ Rules/ Regulations - 2011 or as may be amended from time-to-time, falling which the Third Party shall be responsible for all legal consequences thereof.
10.2 The Third Party shall check the Fat, SNF, Total Solids, Protein, Bacteriological Quality
and all Parameters as defined in the FSSAI Standards for each and every batch of all variants of Products manufactured by them under this Agreement and shall maintain updated records for Analysis and Bacteriological Quality on the regular basis.
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10.3 The Third Party would ensure that the Analysis and Bacteriological Record for each and every batch shall be kept in safe custody for a minimum period of 1 year and shall be provided to the First Party as and when so required.
DEVELOPMENT OF INFRASTRUCTURE
11.1 If the First Party shall provide to the Third Party a piece of Land measuring about 2 Acre for the Third Party to set-up an Integrated Milk Processing Plant clubbed with UHT Plant on Long Term Lease for 15 Years & thereafter up to subsisting of Agreement in the event of extension. The Third Party shall pay Ground Rent, Cess & Incidental charges in advance annually as per the Govt. Rules or decision taken to that effect by the “Monitoring Management Committee” to be constituted by OMFED Ltd. for the day-to-day operation of Plant after the selection of Private Partner.
11.2 In case of the Termination of this Agreement, under the condition(s) as prescribed at
Agreement; or the Non-Renewal of Agreement at its expiry; the First Party will permit the Third Party to continue & operate the Plant set up on the land of the First for a period of 16 Years beyong the Agreement period. Under such circumstances, the Third Party shall be liable to compensate to First Party, on yearly basis; an amount decided towards the use of Land as per the Prevailing Revenue Rent Rates of District.
11.3 The Site Development, Internal Roads, Boundary, Water Supply System, Power
Supply System, Construction of Buildings & Industrial Sheds, the Plant & Machinery, Equipments, electrical substation and all other relevant Infrastructure required for the Composite Dairy Plant clubbed with UHT Plant including facility for disposal of wastes shall be arranged, established, maintained and managed by the Third Party.
11.4 The First Party or Second party shall not take any kind of liability for anything
whatsoever w.r.t. the Development of Infrastructure.
12. WARRANTIES & OBILIGATIONS BY THE FIRST PARTY
12.1 The First Party through the Second Party shall provide Raw Chilled Milk as per prevailing parameter for Processing, Manufacturing & Packing of “Products” by the Third Party.
12.2 The First Party shall place a full time QA Team with the Second Party to ensure Quality &
Quantity of Raw Material to eliminate/avoid any Pre & Post Processing issues & non-conformity with respect to Quality & Standards w.r.t. Safe Handling, Hygiene, Norms, Parameters, Packaging, Weight, Size, Storage, Losses occurred etc. during Processing.
12.3 The First Party shall have the right to randomly get examined/ tested the samples in its
own Lab or any other National Accreditation Board for Testing & Calibration for Laboratories (NABL) and/or FSSAI accredited Laboratory for assuring the pre-defined quality of “Products” for the desired specification as mutually agreed upon between the Parties.
12.4 The First Party shall promptly but not later than 07 days communicate to the Third Party of
any discrepancies in the agreed quality or quantity of “Products” and may ask for rectification in the next lot of “Products”.
12.5 The First Party may consider utilizing the Services of Third Party for the Backward and/or
Forward Integration of its Process.
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13. WARRANTIES & OBILIGATIONS BY THE SECOND PARTY
13.1. The Second Party shall make its best endeavor to supply Raw Chilled Milk as per the committed quality and quantity to the Third Party in time on regular basis only at the instances of the First Party.
13.2 The Second Party shall realize the cost of Raw Chilled Milk supplied to the Third Party
from the First Party against submission of bill along with the acknowledgement of such supplies obtained from Third party.
13.3 The Second Party is liable to receive back Raw Chilled Milk supplied to the Third Party if it
fails to meet the Standard Specification as required by them under intimation to the First party.
13.4 The Second Party shall not have any direct business transaction with Third party other
than matters indicated herein without express consent of the First Party.
14. WARRANTIES & OBILIGATIONS BY THE THIRD PARTY
14.1 Third Party shall be responsible for supply of “Products” of predefined Quality and ensure timely delivery of “Products” as per supply order. However, the Third Party shall not be held responsible for failure of supply of “Products” in a situation beyond its control not attributable to its negligence i.e. Intermittent Failure of Plant & Machinery, Interruption in Power Supply and Natural Calamities etc.
14.2 Third Party shall ensure that the Raw Material and Packaging Material, as also the
Products shall be manufactured/Processed, Stored and Packed in a Safe, Hygienic and Sanitary Environment in accordance with Good Manufacturing Practices (GMP).
14.3 The Third Party shall ensure the compliance of Schedule 4 & related schedules of Food
Safety and Standards Regulations - 2011.
14.4 The Third Party shall be manufacturing the Products as per specification of the First Party with due compliance of the provisions of the Food Safety and Standard Act- 2006, Rules- 2011 & Regulations- 2011 and/or any other Law applicable from time to time including the Legal Metrology Act -2009, Rules- 2011 & relevant environmental laws.
14.5 The Third Party shall be manufacturing and arranging storage of the Products in
conformity with the Specifications and the Quality Standards, Warranty and other requirements under the provisions of the Food and Safety Standard Act - 2006, Rules- 2011 & Regulations- 2011 as amended from time to time and Rules framed there under and/or any other Law for time being in force and applicable for the Product and to the facility.
14.6 The Third Party shall make arrangement of Equipments and Production Capacity at its
facility to Manufacture/Process the Products as per the specifications and to fulfill requirements of the First Party.
14.7 The Third Party shall obtain and maintain in force all Permits, Consents, statutory
Approvals as required under the law of land, Sanctions, Licenses and No Objection Certificates etc. that may be required under any Law, Rules and Regulations for the time being in force and amendments from time-to-time; which are necessary for carrying out its obligations under this Agreement along with insurance coverage of men, materials, Building, Plant & machinery against standard perils.
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14.8 The Third Party shall ensure to take full responsibility for any damages in case of occurrence of any such event without inflict of irreparable damage to the Name, Fame, Credential, Reputation and/or Legal Obligation of the First Party.
14.9 The Third Party shall, at all times, conduct its business in accordance with the applicable Statutes, Regulations, Notification etc. issued by the Government, FSSAI, Hazards Analysis and Critical Control Point (HACCP) or any other Statutory Regulations, in vogue and be liable for any such breach or non-compliance of the provisions of the Statutes, Regulations etc. and under no circumstances First Party shall be liable for any such breach or non-compliance by Third Party.
14.10 The Design & Printing Specifications of Packing Material shall be developed by Third
Party in consultation with First Party. The Packing Material shall contain mark “Processed, Packed & Marketed by Third Party.
14.11 Third Party shall ensure the requisite Quality Standards & Quantity of “Products” before
dispatch from the Project Premises. The Third Party shall not shoulder any responsibility w.r.t. the Quality Standards & Quantity of “Products” post dispatch occurrences after its “Expiry Date”. However, degradation of Quality & Quantity due to faulty processing UHT process, the Third party shall be liable for consequences both in Civil & Criminal.
14.12 The Third Party shall be solely responsible for degradation of Quality or Quantity of the
“Products” Processed, Packed & marketed by the Third Party or supplied as per Orders of the First Party except improper Transportation, Mishandling, Improper Staking and/or Improper Storage/Ware Housing at any point of time till the “Expiry Date” in the custody of the First Party.
14.13 The Third Party shall at all time make necessary arrangement to strengthen the Raw Milk
Collection System by way of adopting an effective “Backward Integration Plan” elaborately essentially comprising of Capacity Building of the Milk Producers in the Raw Milk Catchment Area, Imparting Technical & Animal Health Care Knowledge for enhancement of Milk Productivity, Development of Effective Collection Mechanism and Creating Awareness for Animal Husbandry & Rearing.
14.14 The Third Party shall at all times ensure subsisting of the arrangement as per the
agreement and not enter in to understanding with any other Party marketing Milk and Milk Products in the State of Odisha.
14.15 The Third party be solely liable for any debts and liabilities of its own and not seek any
guarantee from other parties in any manner.
15. PACKAGING MATERIAL & PACKING
15.1 Subject to the terms and conditions of the Agreement, the Third Party shall pack the products in accordance with the Packaging Instructions of First Party.
15.2 Packaging Materials its Designs, Specifications shall be developed by the Third Party and shall be modify from time to time in consultation with First Party in conformity and amendments in legal metrology/packing act & regulations. All Packaging Material shall contain mark “Packed & Processed by Third Party & Marketed by” OMFED.
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16. STORAGE & DELIVERY OF PRODUCTS
16.1 The Third Party shall plan for delivery of Products. 16.2 The Third Party shall be making its own arrangement of staff at its Cost, arrange
periodical delivery of the requisite quantities of the Products at the Dispatch Point. 16.3 Loading & Unloading arrangements at the Project Site/delivery point shall be made by
the Third Party unless otherwise specified in the Supply order. 16.4 The Third Party shall store Finished Products and Packing Materials at its project site
in Covered Area, in Safe, Hygienic and Sanitary conditions. 17. MARKETING
17.1 The Processed Ultra Heat Treated Milk & value added Milk Products shall be
marketed by Third Party by developing exclusive Channel of distribution independent of existing distribution channel of First Party and through the Existing Distribution Channel of First Party as well in all districts of Odisha.
17.2 The Third Party shall also act as a C&F Agent/Super Stockiest/Distributor/Product
Channelizing Agency for OMFED for transaction of Processed Milk, Ultra Heat Treated Milk and all the Milk Products of OMFED in the Private Market as well as in the Government Sponsored Schemes e.g. Mid Day Meal, ICDS Schemes etc. within the state and in the neighboring state.
17.3 The First Party holds the Rights of marketing of the Processed and Ultra Heat Treated
Milk & Value Added Milk Products of its own, after paying the charges toward processing, packaging, sugar, flavour, secondary packaging, transportation etc. to Third Party; through its existing distribution channel & also through its new market avenues identified & developed for the purpose in Govt., Public and Private Sector.
18 PRICE AND PAYMENT TERMS
18.1 In case, during the Processing/after the Processing within Shelf Life; any complaint arrives in
the entire batch, the Milk Curdles or Puffing takes place then the cost of Raw Chilled Milk will be remitted to the First Party by Third Party.
18.2 In case of Curdling or Puffing, the First Party is free to pick the lot to reprocess by first party if
after expiry period.
19. INSPECTION AND DEFECTS IN PRODUCTS
19.1 It is agreed and understood by the Third Party that the First Party’s
Officials/Representatives/Authorized Persons will have right to inspect/audit the Project Premises at any time especially the Departments of Manufacturing, Production, Packing, Dispatch, Warehouse and Water/Air Pollution Control/ Treatment Plant etc. during validity of this Agreement from time to time with consent of Third Party.
19.2 The First Party shall have the right to reject any of the Product/Material in process partly or wholly which are/is of sub-standard, defective or not conforming to the specifications/requirements of the First Party/FSSAI and or in violation of FSSAI & Legal Metrology Act/Rules as amended from time-to-time. However, maintaining the quality of Product as per norms shall be the responsibility of the Third Party.
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20. TRADEMARK & BRAND NAMES
20.1 The Third Party shall ensure that the Trademarks and Designs and all rights and interests attached thereto which shall at all time vest with the First Party.
20.2 The Third Party shall not acquire or claim (whether during the pendency of this
Agreement or even thereafter) any title in and to the Trademarks adverse to the First Party by virtue of the rights hereby granted to the Third Party or through use by the Third Party of the Trademarks and Designs pursuant hereto, it being the intention of the Parties hereto that all use of the Trademarks and Designs by and shall at all times insure to the benefit of the First Party and that all title and property in the Trademarks and Designs shall continue at all times to vest solely and absolutely in the First Party.
20.3 The Third Party does not acquire any rights whatsoever in the Intellectual Property by
virtue of the transactions contemplated hereunder or otherwise.
21 CONFIDENTIAL INFORMATION
21.1 The Third Party shall keep secret and confidential all Information, Data, Recipes, Specifications, Designs, Shapes, Technical Know How or Manufacturing Formula of the Products and Packaging Materials and or any Confidential Information received from the First Party under the Agreement; shall not, directly or indirectly, disclose, divulge, communicate or reveal to any Third Party/Person/Individuals/ Companies/Institutions etc. at any cost either during the pendency of this Agreement or at any time thereafter unless so authorized in writing by the First Party.
21.2 The Provisions of this clauses shall not apply to Confidential Information if the same is
or comes within the Public Domain or was in the possession of the Party prior to its disclosure under the AGREEMENT and such Party can so prove or is independently developed by the Party and such Party can so prove or is received by the Party from another source without restriction on disclosure.
22. EMPLOYEES OF THE THIRD PARTY
22.1 The Third Party shall be solely and wholly responsible for the employment of its
personnel & workers required for execution and operation of the Plant and discharging of its obligations towards them w.r.t. Payment of Wages, Salary, Welfare, safety including all amenities and benefits as per Statutory requirements as applicable.
22.2 It is expressly agreed between the Parties that any Statutory Liability arising out of
Employment, Non-employment (including accidents) and Non-payment of Statutory Benefits to its Workers will be to the account of the Third Party.
22.3 That the Third Party shall ensure the compliance of all applicable
Laws/Rules/Regulations/Circulars/Notifications/Ordinances/Guidelines etc. issued by the different Departments of State/Central Governments from time to time under Food Laws or any other Enactments required for the execution of this Agreement. Any loss or damages caused due to non compliance, the Third Party shall take all responsibility.
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23. REPRESENTATION & WARRANTIES
Each Party represents and warrants to the other that:
23.1 It has full Power and Authority to enter into and to discharge its responsibilities under the Agreement.
23.2 The making and performance of the Agreement does not violate any applicable Law or
violate any other Agreement/Agreement to which it is a Party.
23.3 The First Party has not entered or shall not enter into any similar arrangement with any other Manufacturer and/or Supplier, without mutual written consent with Third Party for “Products” during the entire period of this Agreement.
23.4 In case of increase in demand for supply of “Products” and the Third Party fails to
supply such Quantity & Quality due to limitations of “Facilities”, the First Party shall advise the Third Party to enhance its Installed Capacity within a stipulated Time Frame, which would be not less than 6 Months; to meet the increased Demand. However, on denial/inability to enhance the Installed Capacity by Third Party the First Party will be at liberty to enter into any similar arrangement/Agreement or Binding Contract with other for establishment of another Project. In the event of enhancement of Installed Capacity by the Third Party the Minimum Supply Guarantee of Raw Chilled Milk by Second Party in the instance of First Party to Third Party will be increased on “pro-rata”.
23.5 In case Third Party fails to deliver the requisite Processing & Packing Work in the
desired time the First Party reserves the rights to get the Product processed elsewhere after service of Notice not less than a period of 3 months. If Third Party fails to improve/enhance its capacity within period specified the said notice, which in no case shall be less than 60 days or refuses to do so then the First Party reserves the rights for entering the Agreement for the exceeding capacity only.
24. MONITORING MANAGEMENT COMMITTEE.
24.1 A Committee shall be formed by the Parties for Day-to-Day Management of the “Project” and “Facilities” and evaluation & recommendations for fixing, revision, variation etc. of Prices, addition/deletion of Products, improvement in Packaging Size, Design etc.
24.2 The Members of the Committee – titled “Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” shall be as under: i Representative of First Party - Member ii Representative of Second Party - Member iii Representative of Third Party - Member Secretary
24.3 The Meeting of the “Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” shall be convened at least on quarterly basis by the Member Secretary.
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25. MODUS OPERANDI: 25.1 Selection of the Private Partner.
25.2 Execution of Agreement by the Three Partners. 25.3 Initiation of the individual activities in synergy. 25.4 Implementation of the Concept. 25.5 Establishment of the “Integrated Milk Processing Plant clubbed with UHT and Aseptic
Filling Unit for Manufacture of Milk and Milk Products” in the premises of Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by OMFED in the district of Khurda / Cuttack of Odisha as agreed upon or decided by the parties under Coop. Private Partnership Mode by the Third Party.
25.6 Exploration of any additional Forward & Backward Integration Opportunities with OMFED and the Cuttack District Co-operative Milk Producers’ Union limited.
26 METHODOLOGY:
26.1 The “ Monitoring Management Committee” would meet at least once in three months or
as deemed necessary by the Members of the Committee at a pre-decided place for Price Review, exchange of Thoughts, Researches, Technologies, Resources, possibilities of Entrepreneurial Intervention etc.
26.2 An Integrated and Concentrative Approach would be derived for the successful implementation of the Concept Plan so as to achieve the envisaged Objectives.
27. LEGAL LIABILITIES
27.1 The fulfillment of all kinds of Legal & Statutory Conditions and/or Requirements w.r.t. Labour
Laws, Industrial Safety, Provident Funds, Factory Law, Income Tax, Central Sales Tax, Commercial Tax, Excise Duties, Entry Tax, GST, Insurance, Interest on Term Loan & Working Capital, Repayment of Term Loan and any other such Laws and Regulations governing an Industrial Unit would be the sole responsibility of the Private Partner (Third Party).
27.2 The overall Security of the Entire Premises inclusive of all the Fixed Assets, Immovable Properties, Movable Properties and the Protection of the Secrecy of the Documents, Processes etc. would also be the responsibility of the Private Partner.
28. FORCE MAJEURE / CANCELLATION OF RFP
28.1 OMFED Ltd. reserves the rights to cancel the entire process of the Concept or any part thereof before signing of the Agreement.
28.2 OMFED Ltd. reserves the right to accept/reject any or all the RFP without specifying any
reason, thereof. OMFED Ltd. may relax any of the Conditions and the Terms of References of the RFP.
28.3 For the interpretation of the Conditions of the envisaged Concept Plan, the decision of OMFED Ltd. will be final and binding on all concern.
15
29. BRIEF PROJECT REPORT
29.1 A Brief Project Report (BPR) for the proposed “Integrated Milk Processing Plant clubbed with
UHT and Aseptic Filling Unit for manufacturing of Milk and Milk Products” would be prepared by the prospective Bidder, as per the Terms specified in the Term of Reference (ToR).
29.2 The BPR, inter-alia; is expected to elaborate the Installed Capacity, Product Mix, Annual
Sales Realization (presuming Purchase of Raw Milk from OMFED and Marketing by the Bidder), Annual Cost of Raw Material, Annual Cost of Additives & Sugar, Requirement of Utilities (i.e. Power, Water, Fuel & Steam), List & Cost of Plant & Machinery and the Name & Addresses of Identified Manufacturers with the facilities After Sales Services in India, Details of Buildings & Cost thereof, Cost of Processing and Cost of Production, Estimated Profitability, Marketing Plans etc.
29.3 The preference would be given to the Bidder who has opted for the Indigenous Plant &
Machinery Manufacturer or such a Manufacturer who has already installed similar Machinery in a Milk Processing Plant of a State/Government/Semi-Government/Co-operative Owned entity. However, the Bidder proposing to import Plant & Machinery may be accepted excepting that of “ Peoples’ Republic of China” which would not be entertained at all and the Bid will summarily be rejected.
29.4 The BPR should primarily indicate Parameters/Details, as illustrated in Table below:
S.
No
Particular Price of Processing /
Manufacturing Rs./Unit
1 Processing/Pasteurization/Standardization
of Raw Chilled Milk in Bulk Container
2 Cost of raw material
a SMP
b WMP
3 Packing Film for UHT Milk in 1000 ml Pouch
4 Packing Film for UHT Milk in 500 ml. Pouch
5 Processing for UHT Milk in 1000 ml Pouch
6 Processing for UHT Milk in 500 ml Pouch
7 Price of Sugar @10%
8 Nature Identical Flavor, Colour and Stabilizer Charges
9 Cartoon 5 Ply 100 GSM for 10 Lit Packing
10 Presumed Cost of Raw Milk
30. THE PURPOSE OF RFP
30.1 The Purpose of the RFP is for the Selection of an Entrepreneur or an Applicant Private
Partner for Establishment & Operation (E&O) of the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit for Manufacturing of Milk and Milk Products” at Cattle Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by OMFED in the district of Khurda / Cuttack of Odisha.
16
BIDDING PROCEDURE
PREPARATION AND SUBMISSION OF RFP
1.1 Language The RFP and all related correspondence and documents should be written in the English
language. Supporting documents and printed literature furnished by the Bidder with the RFP
may be in any other language provided that they are accompanied by appropriate
translation/s of the pertinent passages in English language. Supporting materials, which are
not translated into English, may not be considered. For the purpose of interpretation and
evaluation of the RFP, the English language translation shall prevail.It should be noted that
any document in foreign language, not accompanied by an English version and duly
authenticated, will be liable for rejection.
1.2 Correspondence / Enquiries All correspondence / enquiries should be submitted to the following in writing by fax /post / courier:
2. Instruction to the Applicant (Private Partner)
2.1 The Procedure for Submission of RFP
2.1.1 The Request For Proposal (RFP) is to be submitted in two separate sealed
Envelopes – One each for the Technical Proposal (Annexure- 1,3,4,5 & BPR) &
Financial Proposal (Annexure- 2) both put together in another sealed Envelope
super scribed at the top as the Request For Proposal (RFP)for Establishment &
Operation (E&O) of the proposed “Integrated Milk Processing Plant clubbed
with UHT and Aseptic Filling Unit for Manufacture of Milk and Milk Products”
at Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable
place to be provided by OMFED in the district of Khurda / Cuttack of Odisha.
All the Three Envelopes shall have to be addressed to the Managing Director,
Odisha State Cooperative Milk Producers’ Federation Ltd. (OMFED), D-2, Sahid
Nagar, Bhubaneswar-[Odisha] 751007. If the said procedure is not followed the
RFP is liable to be rejected.
In case of eligible Entrepreneurs or Companies having their own land in the district of Khurda / Cuttack and interested to establish such UHT plant may also submit separate proposal in separate sealed envelope subscribing the site of the plant i.e. UHT plant on OMFED land and UHT plant on Own land.
2.1.2 The Name of the Proposal (Annexure- 1,3,4,5 & BPR) the Technical Proposal on
the first Envelope, the Financial Proposal (Annexure- 2) on the second Envelope
and the RFP for Establishment & Operation (E&O) of the proposed “Integrated
Milk Processing Plant clubbed with UHT and Aseptic Filling Unit for Manufacture of
Milk and Milk Products” at Cattle feed Plant, Radhadamodarpur, District.
Cuttack or any suitable place to be provided by OMFED in the district of
Khurda / Cuttack of Odisha on the Third Envelope, in which the First & Second
Envelopes are to be put), the Notification No. of the Invitation of RFP, Date & Time
of Opening of the RFP and the Name & Address of the Applicant must be scribed
on all the Envelopes.
17
2.1.3 In no circumstances the Rates should be quoted in the Technical Proposal. In case
the same is found in Technical Proposal the submitted RFP is liable for rejection.
2.1.4 The Applicant must sign every page of the Technical & Financial Proposal.
2.1.5 There should not be any over-writing on the Format of the Technical & Financial
Proposals and the Cutting must be duly attested with the signature of the
Applicant.
2.1.6 The Person or Persons signing the Documents w.r.t. the RFP shall state / discuss
in which capacity he or she or they are signing the same e.g. Partners of the
Partnership Firm or the Managing Director/Director of a Company. In case of the
Partnership Firm the names of all the Partners should be recorded in the Technical
& Financial Proposals and the same should be signed by all the Partners or their
duly constituted Attorney having authority to bind all the Partners in all matters
pertaining to the RFP as recorded in the Power of Attorney or in the Partnership
Deed. The Copy of the Partnership Deed should be attached. In case of the
Private or Public Limited Company the Technical & Financial Proposals shall be
signed by a Person empowered to do so by the Company. The Copy of the
Certificate of Incorporation, Article of Association & Memorandum of Association
w.r.t. the Company, the letter authorizing the Person signing the RFP documents
and/or the Power of Attorney should be attached.
2.1.7 In case of a Person signing the Documents pertaining to RFP on behalf of another
Person or on behalf of a Firm or a Company shall enclose with the Technical
Proposal the Power of Attorney or deed duly executed in his favour or the
Partnership Deed giving him such power showing that, he has the authority to bind
such other Person(s) or the Firm, as the case may be; in all matters pertaining to
the RFP. The Power of Attorney should be signed by the Managing
Director/Director who by his signature can bind the Company; as the case may be.
2.2 The RFP Format & Documents
2.2 Any amendment in the ToR will be duly notified through OMFED Website only.
2.3 Both – the Technical & Financial Proposals shall have to be submitted in the
separate prescribed Formats only as appended at the end of Annexure-1,2,3, 4&5.
2.4 The Date of Submission
2.4.1 The Last date for submission of RFP will be 29.12.2017 up to 5.00 P.M. at the
Office of OMFED situated at D-2, Sahid Nagar, Bhubaneswar [Odisha] – 751 007.
2.4.2 The proposals received after the specified date and time shall not be considered
and shall be returned unopened.
2.4.3 The Proposals once submitted will not at all be allowed for any kind of
modification/addition/alteration etc.
2.4.4 The Telegraphic/Telex/E-mail RFP shall not be accepted.
18
2.4.5 The Bidder (Person/Firm/Company) will have to pay a sum of Rs. 2.00 Lakh
(Rupees Two Lakh only) towards the Earnest Money Deposit (EMD) along with the
RFP by Demand Draft in favour of Managing Director Odisha State Cooperative
Milk Producers’ Federation Ltd. (OMFED) drawn on any Nationalized/Scheduled
Bank payable at Bhubaneswar [Odisha].
2.5 The instrument of EMD (Demand Draft) shall have to be enclosed with the
Technical Proposal.
2.6 The release of the EMD would be as per following:
2.6.1 In case of the rejection of the Technical Proposal of the Applicant the EMD would
be released within 30 Days from the date of opening of the Technical Proposal.
2.6.2 In case of the rejection of the Financial Proposal of the Applicant the EMD would
be released within 30 Days from the date of opening of the same except of those
Bidders who have scored the Maximum, Second & Third Best marks.
2.6.3 In case of the failure in terms of signing the Agreement for Establishment &
Operation of the proposed Plant by the selected Bidder who has scored
“Maximum Marks” within 15 Days from the day of issue of offer letter to the
selected bidder; his EMD will be forfeited and the sanction of his proposal will be
cancelled. Otherwise the EMD will be converted into Security Deposit in case of
his selection for signing of Agreement for the E & O of the proposed Unit; if the
Agreement is executed within the stipulated time period.
2.6.4 In case of the failure by the selected Bidder, who has scored the Maximum
Marks, in signing the Agreement within the stipulated time period (i.e. 15 Days as
specified in 2.6.3 above), invitation to the Bidder who has scored the Second
Best Marks would be sent for negotiations by Mail or letter by SPEED POST
followed by intimation over telephone . The EMD of this Bidder will be converted
into Security Deposit in case of his selection for signing of Agreement for the E &
O of the proposed Unit; if the Agreement is executed within the stipulated time
period. In case of failure by the Bidder who has scored the Second Best Marks
after selection to sign the Agreement within 15 Days from the date of his
Selection, his EMD will be forfeited and the sanction of his proposal will be
cancelled. In case of failure of the negotiations with the Bidder who has scored
Second Best marks, due to any reason(s); his EMD will be released within 30
Days from the Date of negotiations.
2.6.5 In case of the failure by the Bidder who has scored the Second Best Marks or
failure of the negotiations with him, invitation to the Bidder who has scored the
Third Best Marks shall be sent for negotiations. The EMD of this Bidder will be
converted into Security Deposit, in case of his selection for signing of Agreement
for the E & O of the proposed Plant. In case of failure by the Bidder who has
scored the Third Best Marks after selection to sign the Agreement within 15 Days
from the date of his Selection, his EMD would be forfeited and the sanction of his
proposal will be cancelled. In case of failure of the negotiations with the Bidder
who has scored the Third Best Marks, due to any reason(s); his EMD will be
released within 30 Days from the Date of negotiations.
19
2.6.6 In case of the signing of Agreement by the Bidder who has scored the Maximum
Marks within the stipulated time frame the EMD of both the Bidders who have
scored Second & Third Best Marks will be released within 30 Days from the Date
of signing of Agreement by the Bidder who has score the Maximum Marks.
2.6.7 In case of the failure by the Bidder who has scored the Maximum marks and the
signing of Agreement by the Bidder who has scored the Second Best marks
within the stipulated time frame, the EMD of the Bidder who has scored the Third
Best Marks will be released within 30 Days from the Date of signing of Agreement
by the Bidder who has scored the Second Best Marks.
2.6.8 The EMD of all other Bidders (i.e. other than Three Best Scorer) will be released
within 30 Days from the Date of Opening of the Financial Bid.
2.7 The Technical Proposal will be opened at 11.30 AM on 30.12.2017 at the Office of
OMFED Ltd. situated at D-2, Sahid Nagar, Bhubaneswar [Odisha] - 751007
2.8 The incomplete Technical Proposal(s) or the same without the prescribed EMD will
summarily be rejected.
2.9 The Technical Proposal not following the ToR, too, will be summarily rejected.
2.10 The conditional Offer other than as desired in ToR will be summarily rejected.
2.11 The Evaluation Committee will select or reject the Technical Proposal on the basis
of the Criteria mentioned in the ToR. The Financial Proposal of only those Bidders
will be opened who have been selected after the scrutiny of the Technical
Proposal.
2.12 The decision of the Managing Director, OMFED Ltd. to declare any of the RFP to
have or have not qualified in Technical Scrutiny shall be final and binding on the
Bidders.
2.13 The Financial Proposal of the selected Bidders will be opened at the Office of
OMFED Ltd. on a pre-announced date and time, duly notified through
Correspondence and e-mail to those Bidders whose Technical Bid have been
selected.
2.14 The negotiations on the Financial Proposal will be held, if need be; at the Office of
OMFED Ltd. on a pre-announced date and time, duly notified through
Correspondence and e-mail to the Bidders whose both the Technical Bid &
Financial Bids have been selected.
20
3. Eligibility Criteria
3.1 The Bidder can be a Partnership Firm / Limited Liability Partnership (LLP) firm
duly registered under the Partnership Act or a Company duly registered under the
Companies Act.
3.2 The selected Bidder shall have to establish its Administrative Office in Odisha
State prior to the signing of the Agreement for Establishment & Operation of the
proposed Plant, if not already existing.
3.3 The Bidder should possess a Milk Processing Plant, Clubbed with UHT and
Aseptic Packaging Facilities at any Place in the Country either of its Own or
through its Subsidiary or through its Division under partnership.
3.4 The Bidder should possess minimum experience of One Year in the field of Milk
Processing clubbed with UHT Processing of Milk.
3.5 Following Certifications/Declarations are to be attached:
3.5.1 Self Certified Copy of EM Part-II for the above Clause: 3.3.
3.5.2 Certified Copy of the experience for UHT Processing of Milk for the above Clause:
3.4.
3.5.3 Self Certified Copy of declaration for the above Clause: 3.5, which should be
substantiated by EM Part-II.
3.5.4 Bidder should submit Audited Balance Sheets & Profit & Loss Account for the last
three Financial Years i.e. 2014-15, 2015-16 & 2016-17.
3.5.5 Self Declaration that the Bidder have never been blacklisted or debarred by any
Central or State Government or Semi-Government Department or Organization in
past or in present for any reason(s) for any kind of breach of Contract.
3.5.6 Self Declaration for commitment of uninterrupted Monthly Payment of the Rent of
piece of Land under use for Project as decided by the Monitoring Management
Committee.
3.5.7 The Bidder should submit a Brief Project Report (BPR) about the technology,
capacity, equipment make & marketing plans.
3.5.8 The Bidder should obtain a declaration from the identified supplier of Plant &
Machinery regarding Establishment of similar Plant for State Owned Dairy
Federation for UHT Processing of Milk.
3.5.9 The Bidder should obtain a declaration from the identified supplier of Plant &
Machinery regarding existence of its After Sales Service Center in India.
3.5.10 The Bidder should submit a Certificate regarding Net Worth for the Financial Year
2014- 15, 2015-16 & 2016- 17 duly signed by a Chartered Accountant.
21
4. Selection Procedure
4.1 The Selection Procedure will be based on a marking system comprising of 70
marks for Technical Evaluation & 30 Marks for Financial Evaluation.
4.2 The Technical Proposal will be first scrutinized. The break-up of marks for
Technical Evaluation is illustrated in Table below:
S. NO. PARTICULARS MARKS
1. Possession of Similar Plant (As per Clause 3.3) 10
2. MoU/ Agreement with State Owned Dairy Federation for UHT Processing
of Milk (As per Clause 3.4)
10
3. Experience in similar Project (As per Clause 3.5) 10
4. E M Part-II (As per Clause 3.6.3) 5
5. Lowest Payback period 5
6. Net Worth 2014-15 above Rs 5.00 Cr (As per Clause 3.6.10) 2
7. Net Worth 2015-16 above Rs 5.00 Cr (As per Clause 3.6.10) 2
8. Net Worth 2016-17 above Rs 5.00 Cr (As per Clause 3.6.10) 2
9. Installed Capacity (More than 50000lit/day) 6
10. Details of Manufacturer of Plant & Machinery(As mentioned in BPR) 3
11. Supply of Similar Plant by identified Manufacturer (As mentioned in BPR) to
for State Owned Dairy Federation for UHT Processing of Milk. (As per
Clause 3.8)
5
12. After Sales Service Center of Manufacturer in India (As per Clause 3.9) 5
13 Marketing plans 5
4.3 Those Bidders who shall Score minimum 45 marks out of 70 would be selected.
The selected Bidders will be notified through Correspondence and e-mail.
4.4 The Financial Proposal of only those Bidders will be opened who have been
selected after the scrutiny of the Technical Proposal. While selecting the bidder
higher ROI shall be preferred.
4.5 The Bidder who has offered the Maximum “Trade Royalty” as Percentage (%)
of MRP excluding all Taxes; to be offered to “OMFED” (“First Best Offer”) will
be granted 30 Marks out of 30 and subsequent Bidders would score on Pro-rata
basis (for example if Best Offer is 10% & second Best Offer is 5% than the Bidder
who has offered 5% gets 15 marks & like wise).
4.6 The Bidder who has scored maximum marks out of 100 (i.e. sum of scores of
Technical & Financial Bid) shall be invited for negotiations, if need be.
4.7 The Establishment & Operation (E&O) of the proposed “Integrated Milk Processing
Plant clubbed with UHT and Aseptic Filling Unit for Manufacture of Milk and Milk
Products” in Cattle feed Plant, Radhadamodarpur, District. Cuttack or any
suitable place to be provided by OMFED in the district of Khurda / Cuttack of
Odisha will be awarded to Bidder who has been responsive to the negotiations (if
held) or else to the Bidder who has scored maximum marks (sum of Technical
& Financial Scores).
22
4.8 In case of failure or non-response to the negotiations (if held) by the Bidder who
has scored “Maximum Marks” within 21 Days from the opening of the Financial
Proposal, the Bidder who has scored “Second Best Marks” will be given an
opportunity for the negotiations at the Office of OMFED at Bhubaneswar (Odisha)
on a preannounced date and time, duly notified through Correspondence and e-
mail.
4.9 In case of failure or non-response to the negotiations (if held) by the Bidder who
has scored “Second Best Marks” on the day of negotiations, the Bidder who has
scored “Third Best Marks” will be given an opportunity for the negotiations at the
Office of OMFED at Bhubaneswar [Odisha] on a preannounced date and time,
duly notified through the Correspondence and e-mail.
4.10 Fresh process of Invitation of RFP will be initiated in case of failure or non-
response to the negotiations (if held) by the Bidder who has scored “Third Best
Marks”, as well.
23
CHECK LIST
The RFP shall accompany the following:
1. Letter of Application duly signed by the Authorized person on the letterhead.
2. Details of Bidder along with the Incorporation and commencement of business
certificate attested by the Authorized Person.
3. Certifications/Declarations are to be attached as per Clause 3.6
4. Brief Project Report (BPR) as per clause no. 26.
5. The details to be provided as per Annexure 1,2,3,4 & 5.
6. Draft Agreement.
24
ANNEXURE 1
FORMAT FOR TECHNICAL PROPOSAL
Technical Proposal to be filled in by the Bidder for award of Establishment & Operation (E&O)
of the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic
Filling Unit for Manufacture of Milk and Milk Products” at Cattle feed Plant,
Radhadamodarpur, District. Cuttack or any suitable place to be provided by OMFED
in the district of Khurda / Cuttack of Odisha.
1. Name of the Bidder :
2. Address :
3. Telephone Nos.
Office :
Residence :
Mobile :
E-mail ID :
4. Constitution of the Bidder :
5. Name of the Managing Partner/ :
Managing Director
(in case of Partnership Firm/Company)
6. Registration No. & Date :
(of the Partnership Firm/
Company, as the case may be)
7. Attach Copy of the Partnership Deed or :
Certificate of Incorporation, Memorandum
of Association and Article of Association;
as applicable.
8. Details of all the Partners/ Directors :
9. Details of the Milk Processing Clubbed with UHT :
Processing Plant of the Bidder
9.1 Name of the Industry :
9.2 Address – Administrative Office :
9.3 Address – Manufacturing Plant :
9.4 Constitution (Firm / Company) :
9.5 Commercial Operation Date {COD} :
9.6 Installed Capacity :
9.7 Documents to substantiate Sr. No.: 9 :
10. Details of MoU/Agreement for UHT processing
of Milk 10.1 Name of the State Owned Dairy Federation :
10.2 Date of MoU/Agreement :
10.3 Duration of MoU/Agreement :
10.4 Documents to substantiate Sr. No.: 10 :
25
11. Experience of the Bidder in :
the Field of Milk Processing and UHT Plant
11.1 Total Experience :
11.2 Documents to substantiate Sr. No.: 11 :
12. Financial Worth of the Bidder :
(Give Balance Sheet & Profit & Loss
Account for the last Three Financial
Years duly certified by the Chartered
Accountant) 13. Any other related/relevant information, :
the Bidder feels appropriate to disclose
to strengthen his Technical Proposal in terms
of Technical and/or Marketing Capabilities.
14. Marketing Strategy :
15. Details of EMD :
15.1 Name & Address of the Bank :
15.2 Demand Draft No. & Date :
15.3 Amount (in Figure & Words) :
Undertaking
I/we undertake to abide by the Terms & Conditions of the RFP for Establishment & Operation
(E&O) of the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit
for Manufacture of Milk and Milk Products” in Cattle feed Plant, Radhadamodarpur, District.
Cuttack or any suitable place to be provided by OMFED in the district of Khurda /
Cuttack of Odisha, along with the Annexures.
I/We undertake to pay the Annual Lease Rent of the Identified piece of Land earmarked for the
establishment of the “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit for Manufacture of Milk and Milk Products” at Cattle feed Plant, Radhadamodarpur, District. Cuttack or
any suitable place to be provided by OMFED in the district of Khurda / Cuttack of Odisha; within the
stipulated time schedule; as decided by the “Monitoring Management Committee”.
I/we am/are not blacklisted or otherwise debarred from any State or Central Government
Department or Agency.
List of Enclosures:
(Enclose all the relevant Documents/Certificates/Consents/Statements etc. in chronological order,
duly numbered; to substantiate the Technical Proposal).
PLACE: SIGNATURE OF THE BIDDER
DATE: NAME:
DESIGNATION:
SEAL:
26
ANNEXURE 2
FORMAT FOR FINANCIAL PROPOSAL
(Bidder may copy the Format for submission)
S.
No
Particular Price of Processing /
Manufacturing Rs./Unit
without GST/Tax
1 Processing/Pasteurization/Standardization
of Raw Chilled Milk in Bulk Container
2 Packing Film for UHT Milk in 1000 ml Pouch
3 Packing Film for UHT Milk in 500 ml. Pouch
4 Processing for UHT Milk in 1000 ml Pouch
5 Processing for UHT Milk in 500 ml Pouch
6 Price of Sugar @10%
7 Nature Identical Flavor, Colour and Stabilizer Charges
8 Cartoon 5 Ply 100 GSM for 10 Lit Packing
9 The Offer Price as % of MRP per litre of milk marketed
Excluding all Taxes if land is provided by OMFED
10 The Offer Price as % of MRP per litre of milk marketed
Excluding all Taxes if land is provided by the Third party
Terms & Conditions:
1. In case of eligible Entrepreneurs or Companies having their own land in the district of
Khurda / Cuttack, should submit Financial proposal in separate sealed envelope for
different sites subscribing UHT plant on OMFED land and UHT plant on Own land.
2. Prices are inclusive of Primary Packaging material including EVOH Film 100 Micron, 7
Layer, minimum 9% EVOH.
3. These Prices are Tentative and indicative, as well. However, the actual Prices shall be
evaluated by the “Management Committee for Integrated Milk Processing Plant
clubbed with UHT Plant” and shall be recommended for approval by the Competent
Authority of OMFED.
4. EVOH films shall provide 90 days Shelf Life under HACCP specified conditions of storage.
5. Prices are inclusive of Processing cost- i.e. Labor cost, utilities cost (Steam, Air, Water,
Electricity, CIP Chemicals, Consumables) etc. but excluding Taxes as per governing
statute.
6. GST or any other Taxes will be extra, if applicable as per the Law of Land.
7. Price shall vary as per the market fluctuations in relation to the Packaging Material & its
Process constituents will be reviewed and approved by the Consortium Committee. The
price variance chart shall be provided by Third Party as and when required so as to
incorporate the latest variations in the Prices.
8. The second party shall be at a liberty to supply raw milk as per mutually agreed quality
standard up to 1 (one) Lakh liters per day during milk flush season and this surplus
quantity would be taken in to account while calculating the average during the calendar /
financial year.
Undertaking
I/we undertake to abide by the Terms & Conditions of the RFP for Establishment & Operation
(E&O) of the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic Filling Unit
for Manufacture of Milk and Milk Products”
I/we am/are not blacklisted or otherwise debarred from any State or Central Government
Department or Agency.
PLACE: SIGNATURE OF THE BIDDER
DATE: NAME:
DESIGNATION:
27
ANNEXURE 3
FORMAT FOR TECHNICAL EXPERIENCE
Experience of the Bidder
Experience details for minimum Technical Qualification
Name of Bidder:
1. Name of Project:
2. Location of the Project:
3. Cost of the Project (INR)* (excluding the Land Cost):
4. Project Start Date and End Date
5. Type of the Project
6. Total Built Up Area
Signature of Authorized Person
28
ANNEXURE 4
FORMAT FOR ESTABLISHING FINANCIAL CAPABILITY OF THE BIDDER
Net worth & Turnover (INR)
FY 2014-15 FY 2015-16 FY 2016-17 NET WORTH TURN OVER
NET WORTH TURN OVER
NET WORTH TURN OVER
Note:
Net -Worth = (Paid up Share Capital + Reserves and Surplus) – (Revaluation Reserve + Miscellaneous Expenditure to the extent not Written Off + Debit Balance of Profit/Loss Account)
Signature of Authorized Person
29
ANNEXURE 5
LIST OF EQUIPMENTS & INVESTMENT DETAILS
A. CIVIL / STRUCTURAL WORK
Sl No.
Description Quantity Unit Rate
(Rs.) Total (Rs.)
1 Cost of land
2 Land Development
3 Sand Filling
4 Civil / Structural work
5 Drainage
6 Hard Parking
7 Inter connecting & approach road (RCC)
8 Internal Electrification
9 Street Lighting
10 Water supply & Sanitary
11 Plumbing
TOTAL
B. MECHANICAL WORKS
i. MILK PROCESSING SECTION
Sl No.
Name of Equipment Capacity Make Quantity Unit Rate
(Rs.) Total (Rs.)
1 Plate Chiller
2 Milk Pasteuriser
3 Milk Homogeniser
4 Milk Silo
5 Milk pump
6 Cream Pump
7 Cream Separator
8 Powder mixing ventury
9 Reconstitution storage tank
10 Vertical milk storage tank
TOTAL
ii. ASEPTIC PROCESSING / PACKING SECTION
Sl No.
Name of Equipment Capacity Make Quantity Unit Rate
(Rs.) Total (Rs.)
1 UHT sterilizer
2 Sugar Syrup tank
3 UHT processed milk storage tank
4 CIP system
5 CIP pump
6 Aseptic Packing machine (Pouch)
7 Aseptic Packing machine (Cartoon)
TOTAL
30
(iii) PRODUCT HANDLING SECTION
Sl No.
Name of Equipment Capacity Make Quantity Unit Rate
(Rs.)
Total (Rs.)
1 Cream Storage tank
2 Ghee Vat
3 Ghee Settling tank
4 Ghee Clarifier
TOTAL
C. SERVICES & UTILITIES
Sl No.
Name of Equipment Capacity Make Quantity Unit Rate
(Rs.)
Total (Rs.)
1 Refrigeration System
2 Coal / Oil fired boiler
3 Soft water supply system
4 Effluent Treatment Plant
5 Erection materials
6 Cables & conduits
7 Structural materials
8 Motor Control Center
9 Miscellaneous Items
10 Erection & Commissioning
TOTAL
D. SOURCE OF FUND
Name of the Financing Institution
Loan Amount Rate of Interest Repayment Period
31
E. INCOME GENERATION
i. Estimated Cash Inflow
Year Annual Expected Quantity of sales
(ltr)
Sales realization per
litre of milk (Rs.)
Total Sales realization /PA
(Rs.)
Net cash Inflow Per Annum
(Rs.)
Year – I
Year – II
Year – III
Year – IV
Year - V
Year - VI
Year - VII
Year - VIII
Year – IX
Year - X
ii. RETURN ON INVESTMENT (ROI in Rs.)
Years Net Cash in Flow(Rs.) Discount Factor (in %) @ Present Value In Rs. (1) (2) (3) 4=(2X3) 0 (Cost of Investment) 1 2 3 4 5 6 7 8 9 10
Net Present value(Rs.)
Pay Back Period In Years
N.B.:-
1. If OMFED provides the land at Cattle feed Plant, Radhadamodarpur, District. Cuttack or any suitable place in the district of Khurda / Cuttack of Odisha, cost of land shall not be considered in the investment plan for arriving at payback period.
2. Cost of investment will be all capital investment including cost of land, machines and other Infrastructure.
3. Considering the Net cash inflow and discount factor the bidder has to fill up the above table.
4. The Discount factor will be as per Return on investment rate.
5. The Present value will be multiples of Discount factor and Net cash inflow.
32
Example of RETURN ON INVESTMENT FOR Rs.10,00,000/-
Years Net Cash in Flow(Rs.) Discount Factor @ 10% Present Value (1) (2) (3) 4=(2X3) 0 -1000000 -1000000 1 100000 0.9091 90909 2 125000 0.8264 103306 3 150000 0.7513 112697 4 150000 0.6830 102452 5 200000 0.6209 124184 6 200000 0.5645 112895 7 250000 0.5132 128290 8 250000 0.4665 116627 9 300000 0.4241 127229 10 300000 0.3855 115663
Net Present value(Rs.) 134252
Pay Back Period 8 Years 2 months
33
DRAFT AGREEMENT
AGREEMENT
BETWEEN
The Odisha State Coop. Milk Producers’ Federation Limited (OMFED)
D-2, SAHEED NAGAR,
BHUBANESWAR (ODISHA) 751 007
AND
THE CUTTACK DISTRICT COOPERATIVE MILK PRODUCERS’ UNION LIMITED, MANJUSHREE BUILDING
MAHANADI VIHAR, CUTTACK (ODISHA)
AND
Selected Private Partner
34
AGREEMENT
THIS Agreement, entered into on this …………..day of the month of ………. of the year
…………..(“Effective Date”) by & between:-
The Odisha Milk Federation Limited (OMFED) an Apex Cooperative Society registered
under the Orissa Coop. Societies Act, 1962 bearing Registration Number 06/1980 date 28-
01-1980 ; having its Registered Office at D-2, Saheed Nagar, BHUBANESWAR (Odisha) –
757 007 and operational area throughout the State of Odisha represented by
……………………………….. , authorized by the Managing Director, OMFED (which term shall
unless repugnant to the context or meaning thereof includes its Successors in interest and
Assigns) through its authorized signatory -------------------------- (Hereinafter called as “First
Party”).
And
The Cuttack District Cooperative Milk Producers’ Union Limited, a Cooperative Society at
the Dist. Level and an affiliated Body of the First Party having its office at Manjushree
Building, Mahanadi Vihar, Cuttack and operational area within the territorial jurisdiction of
undivided Cuttack District, represented by its General Manager (Which term shall unless
repugnant to the context or meaning thereof includes its Successors in interest and assigns)
(Hereinafter called as “Second party”)
And
……………… , (Name of Private Partner selected through RFP)(Which term shall unless
repugnant to the context or meaning thereof includes its Successors in interest and assigns)
(Hereinafter called as "Third Party”).
WHEREAS: The First Party engaged in procurement, production & marketing of Milk , Milk Products &
Agricultural products has designed a “Concept” for establishment of an Integrated Milk
Processing Plant duly clubbed with the facility of “Ultra Heat Treatment (UHT)” for Milk in
Odisha State through Cooperative Private Partnership (CPP) in the premises of its Cattle feed
Plant, Radhadamodarpur, District. Cuttack or any suitable place to be provided by
OMFED in the district of Khurda / Cuttack of Odisha and invited “RFP” from the interested
parties;
AND
The Second Party which is the affiliated Cooperative Body of the First Party , engaged in
procurement of milk Rural Milk Producers through its affiliated Primary Dairy Coop. Societies
and existing regular Milk pourer/supplier to the First Party has agreed to supply Raw Chilled
35
Milk on regular basis as per specification & instruction of the First Party to the Third Party for
Preparation of UHT Milk;
AND The Third Party having experience in the similar field and also capable to make investment
for setting up the proposed “Integrated Milk Processing Plant clubbed with UHT and Aseptic
Filling Unit” with minimum processing capacity of 50,000 litres per day in its business interest
has participated in “RFP invited by the First Party and submitted proposal to become the
Private partner for setting up the Plant to meet the requirement of the First Party.
WHEREAS in the business interest of all the parties as above, the offer of the Third Party is
acceptable to the First Party for disposal of surplus milk collected from its affiliated
bodies including the Second Party and it is felt expedient for execution of a Tripartite
Agreement to serve interest all the parties on the terms and conditions agreed upon
hereinafter:
NOW, THEREFORE, THE PARTIES HAVE AGREED ON THE FOLLOWING TERMS AND CONDITIONS:
1. Interpretation:
In this Agreement including the recitals here of, the following expressions shall have, where the context so admits, the meanings assigned thereto.
1.1 “Agreement“shall mean this Agreement together with Appendices hereto and shall
include any modifications and alterations hereto made in writing. Agreement“shall
mean this Agreement together with Appendices hereto and shall include any
modifications and alterations hereto/agreed between the parties later in writing so
also the terms and conditions enshrined in the “RFP” documents.
1.2 “Confidential Information“shall mean and include any Information, Data,
Specifications, Instructions, Documentations and other Sensitive Information
including Product Formulations, Raw Material Specifications and Additive
Formulations of the Confidential Nature.
1.3 “Effective Date” shall mean the date on which the Authorized Representatives of
the parties duly executed this Agreement.
1.4 “Facility” shall mean the Manufacturing Facilities, which shall be used in the
Manufacture of the UHT Milk, Aseptic Packaging Line in EVOH Film and/or
Pasteurization of Milk, Manufacture of Butter & Ghee etc.; proposed to be created
in Odisha State at a Premise provided by First Party & Second Party to the Third
Party.
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1.5 “Licenses” shall mean all Clearances, Licenses, Registrations and /or Permits
required by Law in or in relation to the Manufacture, Processing, Packing and/or
Sale of Milk and/or Milk Products.
1.6 The “Plant ” means the Milk Processing Plant clubbed with the facility of Ultra Heat
Treatment (UHT) of Milk proposed to be established in Odisha State by Third Party
under PPP Mode at a Premise Identified/Earmarked by First Party & Third Party
Jointly or land made available by the third party of its own resources.
1.7 “Products” shall mean and refer to the Milk and Milk Products being a Proprietary
Product in different Colours, Flavours and different Pack Sizes,
Specifications/Recipes of all the Parties and conforming to the Provisions &
guidelines of the Food Safety and Standards Authority of India (FSSAI) as
amended from time to time.
1.8 “Parties” shall mean the First Party, Second Party and the Third Party shall mean
either the First Party, Second party or the Third Party, as the case may be.
1.9 “Specifications” shall mean the Shape, Size, Dimensions (in context to the
Packaging), Recipes, Quality Standards/Norms and Quality Control Procedures of
the Products and Design, Colour Scheme of Label of the Products including
Packaging Materials of different Pack Sizes as specified by the First Party from
time to time and to be adhered strictly by the Third Party in the Receipt of Raw
Material/Packing Materials and in the Manufacture and Processing of the Products.
1.10 “Trade Marks” shall mean the trademarks used by the First Party.
GENERAL CONDITIONS
2. COMMENCEMENT & VALIDITY OF THE AGREEMENT
2.1 The Agreement period shall commence from the date of its execution and remain valid
for a period of 15 years from the Commercial Operation Day {COD} which may be
extended for further period of 18 years as per the same terms and condition or mutally
agreed upon by the parties.(Facilities to be set up over land provided by OMFED)
Or
The Agreement period shall commence from the date of its execution and remain valid
for a period of 33 years “from the Commercial Operation Day {COD} which is
terminable after 15 years
2.2 The COD of the Facility proposed to be created by the Third Party shall be within 12
Months (excluding Rainy Season) w.e.f. the date of handing over of physical
37
possession of Land identified/earmarked for the proposed Project jointly by the Parties.
The Third Party shall communicate to the First Party in writing about the COD.
2.3 The Agreement can be renewed for a further term as may be agreed between the
Parties Six Months before expiry of the period mentioned in para-2.1,subject to
mutually agreed terms and conditions.
3. SUPPLY & PURCHASE OF PRODUCTS
3.1 The Third Party shall Process Raw Chilled Milk under this agreement and also treat it in UHT Plant, Pack under the Brands of First Party in the different Flavours, Colours and supply the same to the First Party in Pack Sizes as may be required by the First Party from time to time subject to the limitation of the manufacturing facilities.
3.2 The Second Party shall supply at the instance of First Party the required input i.e. Raw
Chilled Milk as per the prevailing Quality and Specifications well in time. 3.3 The Third Party shall procure, process & pack as per the Design, Brand, Pack
Size,MRP etc. as decided by the Monitoring Management Committee.. 3.4 The Third Party shall establish a Milk Processing & UHT Plant having an Installed
Capacity of 50,000 Liter per Day, expandable to 1.00 lakh litre per day at the their if so required and agreed upon by the parties.
3.5 The Second Party shall source approximately 12.50 Lakh Liter per Month (average
50,000 Liter per Day for 25 Days per month) of Raw Chilled Milk of pre-determined Quality & Specifications to meet the processing & production requirement of the Third Party.
4. PRODUCTION SCHEDULES, QUALITY CHECKS & DISPATCH PLANS
4.1 The First Party shall provide on a Monthly Process Plan to the Third Party based on the requirement of the Products. Such estimated Process Plan shall be used by the Second Party to plan its Production Schedules and make necessary arrangements to meet the requirement of the First Party.
4.2 Raw Material i.e Raw Chilled Milk shall be supplied as per Standard Operating Process by the Second Party to Third Party on receipt instruction of the First Party The Processing of Raw Chilled Milk in UHT Plant would be subjected to the confirmation of the Quality & Specifications of the Raw Chilled Milk to the pre-decided and mutually agreed standards & norms.
4.3 The Third Party would maintain a 05 (Five) days Incubation Period for UHT Packs. Initially packed products shall be kept in the Plastic Crates. After incubation period of 05 (five) days , the Packaged Milk would be checked by the Quality Assurance (QA) Team appointed/deputed by First Party and the cleared Packs shall be stacked in Cartoon Boxes by the Third Party for dispatch.
4.4 The Third Party shall be responsible for any rejections made by the First Party‘s QA Team, due to process default or any Process/Packing Operations related issues. In such circumstances the Third Party shall bear the cost of Raw Chilled Milk which shall be recovered by the First Party from the Bills of Third Party.
4.5 The QA Team of the First Party shall validate the Process and provide the Finish Goods Clearance as per the norms fixed. The decision of the First Party‘s QA Team regarding the Quality of the Finished Goods will be final. No marketing finished products shall take place without clearance from the QA team of the First Party.
38
4.6 The Third Party’s Analytical Laboratory shall be fully equipped for the necessary testing facilities of UHT Milk & UHT Flavored Milk and the First Party‘s QA Team shall be allowed to use the “Lab.” for Testing and validation of the test reports of the Third Party. The First Party shall also at liberty to use the testing facilities of their own for validation of test Reports.
4.7 The Second Party shall develop required infrastructure, if not existing; at designated Milk Chilling Centers in its operational area nearer to UHT Plant of the Third Party for testing & maintaining the Quality of Raw Milk. The Third Party shall train Man Power of Second Party to carry out all necessary Chemical and Micro Biological testing as per the SOP.
4.8 The Third Party shall adhere to the Provisions of FSSAI and other statutory norms. All the Parties shall make necessary application to FSSAI for processing and packing of UHT Milk & UHT Flavored Milk for the First Party at Third Party’s facility as per the FSSAI Norms.
4.9 The samples shall be tested as per prescribed SOP and the Third Party shall keep the
samples as prescribed by the First Party .
5. MANUFACTURING PROCESS & PACKING OF PRODUCTS
5.1 The Third Party shall ensure that the Products supplied to the First Party are of High Quality, free from impurity of any kind whatsoever and confirms to the standards defined under the FSSAI Act, 2006/ Rules/ Regulations - 2011 or as may be amended from time-to-time, falling which the Third Party shall be responsible for all legal consequences thereof.
5.2 The Third Party shall check the Fat, SNF, Total Solids, Protein, Bacteriological Quality
and all Parameters as defined in the FSSAI Standards for each and every batch of all variants of Products manufactured by them under this Agreement and shall maintain updated records for Analysis and Bacteriological Quality on the regular basis.
5.3 The Third Party would ensure that the Analysis and Bacteriological Record for each
and every batch shall be kept in safe custody for a minimum period of 1 year and shall be provided to the First Party as and when so required.
6. DEVELOPMENT OF INFRASTRUCTURE
6.1 The First Party shall provide to the Third Party a piece of Land measuring about 2 Acre for the Third Party to set-up an Integrated Milk Processing Plant clubbed with UHT Plant on Long Term Lease for 15 Years & thereafter up to subsisting of Agreement in the event of extension. The Third Party shall pay Ground Rent, Cess and Incidental charges in advance annually as per the Govt. Rules or decision taken to that effect by the “Monitoring Management Committee” to be constituted by OMFED for the day to day operation of the Plant .
6.2 In case of the Termination of this Agreement, under the condition(s) as prescribed at
Agreement; or the Non-Renewal of the Agreement at its expiry; the First Party will permit the Third Party to continue & operate the Plant on the land for a further period 16 years beyond the agreement period. Under such circumstances, the Third Party shall be liable to compensate to First Party, on yearly basis; an amount decided towards the Use of Land as per the Prevailing Revenue Rent Rates of District.
6.3 The Site Development, Internal Roads, Boundary, Water Supply System, Power
Supply System, Construction of Buildings & Industrial Sheds, the Plant & Machinery,
39
Equipments, electrical substation, water supply and all other relevant Infrastructure required for the Composite Dairy Plant clubbed with UHT Plant including facility for disposal of wastes shall be arranged, established, maintained and managed by the Third Party .
6.4 The First Party or Second party shall not take any kind of liability for anything
whatsoever w.r.t. the Development of Infrastructure.
7. WARRANTIES & OBLIGATIONS BY THE FIRST PARTY
7.1 The First Party through the Second Party shall provide required quantity of Raw Chilled Milk as per prevailing parameter for Processing, Manufacturing & Packing of “Products” by the Third Party.
7.2 The First Party shall place a full time QA Team with Second Party to ensure Quality &
Quantity of Raw Material to eliminate/avoid any Pre & Post Processing issues & non-conformity with respect to Quality & Standards w.r.t. Safe Handling, Hygiene, Norms, Parameters, Packaging, Weight, Size, Storage, Losses occurred etc. during Processing.
7.3 The First Party shall have the right to randomly get examined/ tested the samples in its
own Lab or any other National Accreditation Board for Testing & Calibration for Laboratories (NABL) and/or FSSAI accredited Laboratory for assuring the pre-defined quality of “Products” for the desired specification as mutually agreed upon between the Parties.
7.4 The First Party shall promptly but not later than 7 days communicate to the Third Party
of any discrepancies in the agreed quality or quantity of “Products” and may ask for rectification in the next lot of “Products”.
7.5 The First Party may consider to utilize the Services of Third Party for the Backward
and/or Forward Integration of its Process.
8. WARRANTIES & OBLIGATIONS BY THE SECOND PARTY
8.1 The Second Party shall make its best endeavor to supply Raw Chilled Milk as per the
Prevailing quality and quantity of the Third Party in time on regular basis only at the
instances of the First Party.
8.2 The Second Party realize the cost of Raw Chilled Milk supplied to the Third Party from
the First Party against submission of bill along with the acknowledgement of such supplies
obtained from Third party.
8.3 The Second Party is liable to receive back Raw Chilled Milk supplied to the Third Party
if it fails to meet the Standard Specification as required by them under intimation to the
First Party.
8.4 The Second Party shall not have any direct business transaction with Third Party other
than matters indicated herein without express consent of the First Party.
9. WARRANTIES & OBLIGATIONS BY THE THIRD PARTY
9.1 Third Party shall be responsible for supply of “Products” of predefined Quality and timely delivery of “Products” as per supply order. However, Second Party shall not be held responsible r for failure of supply of “Products” in a situation beyond its control and not attributable to its negligence i.e.Intermittent Failure of Plant & Machinery, and Interruption in Power Supply and Natural Calamities etc.
40
9.2 Third Party shall ensure that the Raw Material and Packaging Material, as also the Products shall be manufactured/Processed, Stored and Packed in a Safe, Hygienic and Sanitary Environment in accordance with Good Manufacturing Practices (GMP).
9.3 The Third Party shall ensure the compliance of Schedule 4 of Food Safety and Standards Regulations - 2011.
9.4 The Third Party shall manufacture Products as per specification of the First Party with due compliance of the specifications and Food Safety and Standard Act- 2006, Rules- 2011 & Regulations- 2011 and/or any other Law applicable from time to time including the Legal Metrology Act -2009, Rules- 2011 & relevant environmental laws.
9.5 The Third Party shall manufacture and arrange storage of the Products shall be in conformity with the Specifications and the Quality Standards, Warranty and other requirements under the provisions of the Food and Safety Standard Act - 2006, Rules- 2011 & Regulations- 2011 as amended from time to time and or Rules framed there under and/or any other Law for time being in force and applicable for the Product and to the facility.
9.6 The Third Party shall make arrangements of Equipments and Production Capacity at its facility to Manufacture/Process the Products as per the specifications and to fulfill requirements of the First Party.
9.7 The Third Party shall obtain and maintain in force all Permits, Consents, statutory Approvals as required under the law of land, Sanctions, Licenses and No Objection Certificates etc. that may be required under any Law, Rules and Regulations for the time being in force and amendments from time-to-time; which are necessary for carrying out its obligations under the Agreement alongwith insurance coverage of men, plant, materials, building, plant & machinery against standard perils.
9.8 The Third Party shall take full responsibility of damages if any in case of occurrence of any such event without inflicting to the Name, Fame, Credential, Reputation and/or Legal Obligation of the First Party.
9.9 The Third Party shall, at all times, conduct its business in accordance with the applicable Statutes, Regulations, Notification etc. issued by the Government, FSSAI, Hazards Analysis and Critical Control Point (HACCP) or any other Statutory Regulations, in vogue and be liable for any such breach or non-compliance of provisions of the Statutes, Regulations etc. and under no circumstances First Party shall be liable for any such breach or non-compliance by Third Party.
9.10 The Design & Printing Specifications of Packing Material shall be developed by Third Party in consultation with First Party. The Packing Material shall contain mark “Processed, Packed & Marketed by Third Party.
9.11 Third Party shall ensure the requisite Quality Standards & Quantity of “Products” before dispatch from the Project Premises. The Third Party shall not shoulder any responsibility w.r.t. the Quality Standards & Quantity of “Products” post dispatch occurrences after its “Expiry Date”. However, degradation of Quality & Quantity due to faulty processing UHT process, the Third party shall be liable for consequences both in Civil & Criminal.
9.12 The Third Party shall be solely responsible for degradation of Quality or Quantity on the dispatch of the “Product” from the proposed Plant Premises before the Expiry date..
9.13 The Third Party shall make necessary arrangement to strengthen the Raw Milk Collection System by way of adopting an effective “Backward Integration Plan” comprising of Capacity Building of the Milk Producers in the Raw Milk Catchment Area, Imparting Technical & Animal Health Care Knowledge for enhancement of Milk Productivity, Development of Effective Collection Mechanism and Creating Awareness for Animal Husbandry & Rearing.
9.14 The Third Party shall at all times ensure subsisting of the this arrangement as per the agreement and not enter into understanding with any other Party marketing Milk & Milk Products in the State of Odisha.
9.15 The Third party be solely liable for any debts and liabilities of its own and not seek any guarantee from other parties in any manner.
41
10. PACKAGING MATERIAL & PACKING
10.1 Subject to the terms of this Agreement, the Third Party shall pack the products in accordance with the Packaging Instructions of First Party.
10.2 Packaging Materials its Designs, Specifications shall be developed & modified by the Third Party in consultation with First Party subject to compliance of relevant Statutory provisions in force at the relevant point of time. All Packaging Material shall contain mark “Packed & Processed by Third Party & Marketed by” OMFED.
11. STORAGE & DELIVERY OF PRODUCTS
11.1 The Third Party shall plan for delivery of Products. 11.2 The Third Party shall be making its own arrangement of staff at its Cost, arrange
periodical deliveries of the requisite quantities of the Products at the Dispatch Point. 11.3 Loading & unloading arrangements at the Project Site/delivery points shall be made by
the Third Party unless otherwise specified in the supply order. 11.4 The Third Party shall store Finished Products and Packing Materials at its project site
in Covered Area, in Safe, Hygienic and Sanitary conditions.
12. MARKETING
12.1 The Processed and Ultra Heat Treated Milk & value added Milk Products shall be
marketed by Third Party by developing exclusive Channel of distribution independent of
existing channel of the First Party and through the Existing Distribution Channel of the First
Party as well in all districts of Odisha.
12.2 The third party shall also act as a C&F Agent/Super Stockiest/Distributor/Product
Channelizing Agency for OMFED for transaction of Processed Milk, Ultra Heat Treated Milk
and all the Milk Products of OMFED in the Private Market as well as in the Government
Sponsored Schemes e.g. Mid Day Meal, ICDS Schemes etc. within the state and in the
neighboring state.
12.3 The First Party holds the Rights of marketing of the Processed and Ultra Heat Treated
Milk & value add Milk Products of its own, on payment of charges towards processing,
packaging, sugar, flavor, secondary packaging, transportation etc. to Third Party after
recovery of cost Raw Chilled Milk; through its existing distribution channel & also through its
new market avenues identified and developed for the purpose in Govt., Public & Private
Sector..
42
13 PRICE AND PAYMENT TERMS (NEEDS BE DISCUSSED WITH MARKETING
DIVISION AS PER DECISION TAKEN TO THAT EFFECT)
13.1 Condition when Product is Marketed by First Party:
13.1.1 The First Party shall make payment of One Time Cost of Designing, Preparation of
Master Print and Offset Printing Cylinder to the Third Party (or Directly to the Printing
Press/Vendor, as the case may be) required for processing of Raw Chilled Milk &
Packaging materials .
13.1.2 Third Party will issue separate invoices for Packaging Material & For Processing &
Manufacturing of Products to First Party.
13.1.3 Price Structure for Processing & Packaging is appended as Brief Project Report 28.4
read with Terms & Conditions there in.
13.1.4 First Party shall make “Balance Payment” of Packing Material to Third Party within a
period of 07 days from the date of receipt of invoice for Packing Material issued by the
Third Party. First Party shall make “Balance Payment” of Processing of Milk to Third
Party within a period of 30 Days from the date of issue of Invoice for Processing of Milk
issued by the Third Party. Any delay in release of Payment beyond 60 days by First
Party shall attract interest @12% per annum.
13.1.5 In case, during the Processing/after the Processing within Shelf Life; any complaint
arrives in the entire batch, the Milk Curdles or Puffing takes place then the cost of Raw
Chilled Milk will be remitted to the First Party.
13.1.6 In case of Curdling or Puffing the First Party is free to pick the lot to reprocess.
13.1.7 The Prices quoted in Schedule “A” are inclusive of Handling Charges, Miscellaneous
Charges and other Incidental Charges such as Loading/Unloading and Packing and
other Charges.
13.1.8 The Third Party should submit the Invoice accompanied by full dispatch details and
relevant dispatch documents such as Lorry Receipts etc. once in 7 days, within next 7
days the Conversion Charges and payment shall be made by the First Party.
13.2 In Condition when Product is Marketed by Third Party :
13.2.1 The Third Party will pay the cost of Raw milk to the First Party on the prevailing cost of
decided by the Monitoring Management Committee.
13.2.2 The First Party will issue a Invoice to Third Party within a period of 07 days for actual
quantity supplied to Third Party .
13.2.3 The Third Party will pay the cost of Raw milk to First Party within 15 days from the date
of issue of Invoice.
13.2.4 The Third Party will pay the Royalty to First Party in every quarter.
43
14 INSPECTION AND DEFECTS IN PRODUCTS
14.1 The Third Party hereby and undertakes that the First Party’s Officials/Representatives/Authorized Persons will have right to inspect/audit the Project Premises at any time especially the Departments of Manufacturing, Production, Packing, Dispatch, Warehouse and Water/Air Pollution Control/ Treatment Plant etc. during validity of this Agreement from time to time with consent of Third Party.
14.2 The First Party shall have the right to reject any of the Product/Material in process partly or wholly which are/is sub standard, defective or not conforming to the specifications/requirements of the First Party/FSSAI and or in violation of FSSAI & Legal Metrology Act/Rules as amended from time-to-time. However, maintaining the quality of Product as per norms shall be the responsibility of the Third Party.
15 TRADEMARK & BRAND NAMES
15.1 The Third Party shall ensure that the Trademarks and Designs and all rights and interests attached thereto shall at all time vest with the First Party.
15.2 The Third Party shall not acquire or claim (whether during the pendency of this
Agreement or even thereafter) to have acquired any title in and to the Trademarks adverse to the First Party by virtue of the rights hereby granted to the Third Party or through use by the Third Party of the Trademarks and Designs pursuant hereto, it being the intention of the Parties hereto that all use of the Trademarks and Designs by and shall at all times insure to the benefit of the First Party and that all title and property in the Trademarks and Designs shall continue at all times to vest solely and absolutely in the First Party.
15.3 The Third Party does not acquire any rights whatsoever in the Intellectual Property by
virtue of the transactions contemplated hereunder or otherwise. 16. CONFIDENTIAL INFORMATION
16.1 The Third Party shall keep secret and confidential all Information, Data, Recipes, Specifications, Designs, Shapes, Technical Known How or Manufacturing Formulae of the Products and Packaging Materials and or any Confidential Information received by it from the First Party during the pendency of the Agreement; shall not, directly or indirectly, disclose, divulge, communicate or reveal to any Third Party/Person/Individuals/Companies/Institutions etc. at any cost either during the pendency of this Agreement or at any time thereafter unless so authorized in writing by the First Party.
16.2 The Provisions of this clauses shall not apply to Confidential Information if the same is
or comes within the Public Domain through no act of a Party or was in the possession of the Party prior to its disclosure under this AGREEMENT and such Party can so prove or is independently developed by the Party and such Party can so prove or is received by the Party from another source without restriction on disclosure.
17. FORCE MAJEURE
17.1 The failure or delay of any Party to perform any obligations under this Agreement
solely by reason of act of God, Acts of Government (except as otherwise enumerated
herein), Riots, Wars, Strikes, Lockouts, Accidents in Transportation or other causes
44
beyond its control (collectively referred to as the “Force Majeure”) shall not be deemed
to be a breach of this Agreement, provided that the Party so prevented from performance
of its obligations herein, shall not have caused such Force Majeure.
17.2 The Party so prevented shall have used reasonable diligence to avoid such Force
Majeure or ameliorate its effects, and shall continue to take all actions within its power to
comply as fully as possible with the terms and conditions of this Agreement.
17.3 Except where the nature of the event shall prevent it from doing so, the Party suffering
such Force Majeure shall notify the other Party in writing within Seven Days after the
occurrence such Force Majeure and shall in every instance, to the extent reasonable and
lawful under the circumstances, use its best efforts to remove or remedy such cause with
all reasonable dispatch.
17.4 In the event of Force Majeure persists for a consecutive period of more than 3 months
then the other Party shall have the option to terminate the Agreement without incurring
any liability. This shall be applicable only in case of Labour Strike and Lock Out
Circumstances.
18. EMPLOYEES OF THE THIRD PARTY
18.1 The Third Party shall be solely and wholly responsible for the employment of its Workers and for discharging all obligations to or in connection with such Employees for Payment of Wages, Salaries and providing all Amenities and benefits that may be required according to the Law for the time being and from time to time in force and applicable to its establishment and/or for the Workers employed in connection with this Agreement.
18.2 It is expressly agreed between the Parties that any Statutory Liability arising out of Employment, Non-employment (including accidents) and Non-payment of Statutory Benefits to its Workers will be to the account of the Third Party.
18.3 That the Third Party shall ensure the compliance of all applicable
Laws/Rules/Regulations/Circulars/Notifications/Ordinances/Guidelines etc. issued by
the different Departments of State/Central Governments from time to time under Food
Laws or any other Enactments required for the execution of this Agreement. Any loss
or damages caused due to non compliance, the Third Party shall take all responsibility.
19. MODIFICATION & AMENDMENT IN THE AGREEMENT
19.1 No modification and amendment of the terms and conditions of this Agreement shall be valid or binding unless made in writing and duly executed by the Parties. Any Term, Condition and Clause of this Agreement can be modified and or amended with mutual written consent of the Parties.
19.2 Any such amended Terms Conditions and/or Clause shall be binding upon the Parties during the pendency or extended period of the Agreement.
20. REPRESENTATION & WARRANTIES
Each Party represents and warrants to the other that:
20.1 It has full Power and Authority to enter into and to discharge its responsibilities under this Agreement.
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20.2 The making and performance of this Agreement does not violate any applicable Law or violate any other Agreement/Agreement to which it is a Party.
20.3 The First Party has not entered or shall not enter into any similar arrangement of its
own or understanding with any other Manufacturer and/or Supplier, without mutual written consent with Third Party for “Products” during the entire period of this Agreement.
20.4 In case of increase in demand for supply of “Product” and the Third Party fails to
supply such Quantity & Quality due to limitations of “Facilities”, the First Party shall advise the Third Party to enhance its Installed Capacity within a stipulated Time Frame, which would be not less than 6 Months; to meet the increased Demand. However, on denial/inability to enhance the Installed Capacity by Third Party the First Party will be at liberty to enter into any similar Agreement or Binding Contract with other for establishment of another Project. In the event of enhancement of Installed Capacity by the Third Party the Minimum Supply Guarantee of Raw Chilled Milk by Second Party in the instance of First Party to Third Party will be increased on “pro-rata”.
20.5 In case Third Party fails to deliver the requisite Processing & Packing Work in the
desired time the First Party reserves the rights to get the Product processed elsewhere after service of Notice not less than a period of 3 months. If Third Party fails to improve/enhance its capacity within period specified the said notice, which in no case shall be less than 60 days or refuses to do so then the First Party reserves the rights for entering the Agreement/Agreement for the exceeding capacity only.
21. MONITORING MANAGEMENT COMMITTEE:
21.1 A Committee shall be formed by All the Parties for Monitoring Management Committee of the “Project” and “Facilities” and evaluation & recommendations for fixing, revision, variation etc. of Prices, addition/deletion of Products, improvement in Packaging Size, Design etc.
21.2 The Members of the Committee – titled “ Monitoring Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” shall be as under: I Representative of First Party - Member Ii Representative of Second Party - Member Iii Representative of Third Party - Member Secretary
21.3 The Meeting of the “Monitoring Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” shall be convened at least on quarterly basis by the Member Secretary.
22. NOTICES
22.1 All Notices, Requests for written approval and other communication provided for in this
Agreement shall be submitted in writing and transmitted by Registered Post, Prepaid
Registered Airmail, Courier Service, E-mail or Facsimile transmission as follows:-
If to First Party: The Managing Director, The Odisha Milk Federation Limited (OMFED) D-2, SAHEED NAGAR, BHUBANESWAR (ODISHA) - 751 007 Tel. No.: 0674-2540273
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Email – [email protected] Fax- 91-674-2540974 If to Second Party GENERAL MANAGER THE CUTTACK DISTRICT COOPERATIVE MILK PRODUCERS UNION LIMITED MANJUSHREE BUILDING, MAHANADI VIHAR, CUTTACK Telephone Number- Email - [email protected] & [email protected] Fax- If to Third Party The Partner/Managing Director, Name of Selected Private Partner. REGISTERED OFFICE: Telephone Number- Email –
22.2 Such Notices or other communications shall be deemed to have been validly given on: 22.2.1 SEVEN (7) days after if transmitted by Mail; 22.2.2 SEVEN (7) days the date of receipt, if transmitted by Courier; or 22.2.3 SEVEN (7) days the date immediately after the date of transmission with confirmed
answer back, if transmitted by E-mail or facsimile transmission, which ever shall first occur.
22.3 Either Party may, if need be; change its address or representative for receipt of notices
or other communications provided for in this Agreement by giving the other Party not less than fifteen days prior written notice in the manner prescribed herein above.
22. TERMINATION OF AGREEMENT 22.1 This Agreement shall commence from the date of Signing and shall continue for an
exclusive period of _____ years, which may be extended by the mutual written consent of the Parties hereto.
22.2 This Agreement may be terminated by either Party:
I. In the event the either of the Party is declared as insolvent by a Court of Law having jurisdiction over the Parties hereto or
ii. Upon the appointment of any Receiver or Trustee to take possession of the
Property of the either of the Parties hereto or iii In the event of a Material Breach of any of the provisions hereof by either of the
Parties hereto and if such Breach is not addressed within 30 (Thirty) Business Day of such Material Breach.
22.3 The Expiration or Termination of this Agreement for any reason whatsoever shall not relieve the Parties hereto from its obligations to perform, in accordance with the Terms
and Conditions of this Agreement, pursuant to any order received and accepted prior to the effective date of such termination or expiration.
23. CONSEQUENCES OF TERMINATION 23.1 Upon Termination of the Agreement, the Third Party shall, against payment received
from the First Party herein, forthwith hand over to the Representative or Authorized Person of the First Party: i All Stocks of the Products manufactured by the Third Party pursuant to and in terms
of this Agreement.
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ii. All unutilized Raw Material and Packing Materials meeting to the quality norms and all the specifications in connection with the Products.
iii. All documents pertaining to Raw Material and Packaging Materials in connection with the Products or orders placed or for Raw Material and Packaging Materials in transit, in accordance with this Agreement.
iv. The deposit and advance given under this Agreement. 23.2 The Third Party shall borne all loses, damages sustain to First Party due to latches
attributable to the Third Party.
24. ARBITRATION
24.1 Any dispute or difference between the parties as to the effect, interpretation or application of this Agreement or as to their rights ,duties or liabilities there under, or as to any act, matter or thing arising out of, consequent to or in connection with this Agreement (hereinafter referred to as ‘The Difference’) shall be resolved amicably through negotiations. Such negotiations shall commence within a period of thirty days of the issue of notice by either Party calling for the same (hereinafter referred to as ’The Notice’).
24.2 In the event that such negotiations fail to resolve “The Difference” within a period of
thirty days from the date of receipt of Notice by the other Party, either Party may invoke this Arbitration Clause under notice to the other. “The Difference” shall be referred to and finally resolved by a sole Arbitrator to be nominated by both the Parties in accordance with the Arbitration & Conciliation Act- 1996 & its subsequent amended provisions.
24.3 The place of Arbitration shall be BHUBANESWAR (Odisha) only and the language of
arbitration shall be English. 24.4 The Award of Arbitration shall be final and binding upon both the Parties. 25. JURISDICTION Subject to Clause No.: 21, the Court of Bhubaneswar (Odisha) will have Jurisdiction to
try the matter relating to the Arbitration proceedings. 26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the Laws of India and the Parties agree to submit to the Sole Jurisdiction Courts in Bhubaneswar (Odisha).
27. GENERAL
27.1 This Agreement may not be altered or modified except by a written agreement or addendum signed by Authorized Representatives by all the Parties.
27.2 No delay or failure of either Party in exercising any right and no partial or single exercise of any right shall be deemed to constitute a waiver of that right or any other rights under this Agreement.
27.3 If any provision, or portion thereof, of this Agreement is invalid or unenforceable under any applicable Statute or Rule of Law, the Agreement shall be valid except it is to that extent to be deemed omitted.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the Authorized Signatories thereunto duly authorized as of the date first mentioned above.
FOR AND ON BEHALF OF FIRST PARTY The Odisha Milk Federation Limited (OMFED) D-2, SAHEED NAGAR, BHUBANESWAR (ODISHA) – 751007 Tel. No- 0674-2540273
SIGNATURE: NAME: DESIGNATION: WITNESS
SIGNATURE: NAME: DESIGNATION: ADDRESS : D-2 , Saheed Nagar, Bhubaneswar, 751007
FOR AND ON BEHALF OF SECOND PARTY THE CUTTACK DISTRICT COOPERATIVE MILK PRODUCERS’ UNION LTD. MANJUSHREE BUILDING, MAHANADI VIHAR, CUTTACK
SIGNATURE: NAME: DESIGNATION: FOR AND ON BEHALF OF THIRD PARTY Name REGISTERED OFFICE: SIGNATURE: NAME:
DESIGNATION: WITNESS SIGNATURE: NAME: DESIGNATION: ADDRESS :
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Schedule A to The Agreement Dated:……………. Defined Tentative List of Products, Which is Subject to Change
on Mutual Consent From Time- To Time.
S. No
Particular Price of Processing / Manufacturing Rs./Unit
without GST/Tax
1 Processing/Pasteurization/Standardization of Raw Chilled Milk in Bulk Container
2 Packing Film for UHT Milk in 1000 ml Pouch
3 Packing Film for UHT Milk in 500 ml. Pouch
4 Processing for UHT Milk in 1000 ml Pouch
5 Processing for UHT Milk in 500 ml Pouch
6 Price of Sugar @10%
7 Nature Identical Flavor, Colour and Stabilizer Charges
8 Cartoon 5 Ply 100 GSM for 10 Lit Packing
9 The Offer Price as % of MRP per litre of milk marketed Excluding all Taxes if land is provided by OMFED
10 The Offer Price as % of MRP per litre of milk marketed Excluding all Taxes if land is provided by the Third party
Terms & Conditions:
9. In case of eligible Entrepreneurs or Companies having their own land in the district of Khurda / Cuttack, should submit Financial proposal in separate sealed envelope for different sites subscribing UHT plant on OMFED land and UHT plant on Own land.
10. Prices are inclusive of Primary Packaging material including EVOH Film 100 Micron, 7 Layer, minimum
9% EVOH.
11. These Prices are Tentative and indicative, as well. However, the actual Prices shall be evaluated by the
“Management Committee for Integrated Milk Processing Plant clubbed with UHT Plant” and shall be recommended for approval by the Competent Authority of OMFED.
12. EVOH films shall provide 90 days Shelf Life under HACCP specified conditions of storage.
13. Prices are inclusive of Processing cost- i.e. Labor cost, utilities cost (Steam, Air, Water, Electricity, CIP
Chemicals, Consumables) etc. but excluding Taxes as per governing statute .
14. GST or any other Taxes will be extra, if applicable as per the Law of Land.
15. Price shall vary as per the market fluctuations in relation to the Packaging Material & its Process
constituents will be reviewed and approved by the Consortium Committee. The price variance chart shall
be provided by Third Party as and when required so as to incorporate the latest variations in the Prices.
16. The second party shall be at a liberty to supply raw milk as per mutually agreed quality standard up to 1
(one) Lakh liters per day during milk flush season and this surplus quantity would be taken in to account
while calculating the average during the calendar / financial year.
SIGNATURE: NAME: DESIGNATION: SIGNATURE: NAME: DESIGNATION:
SIGNATURE: NAME:
DESIGNATION: SIGNATURE: