ANNEXURE B Format forJointBidding Agreement (Tobeexecutedonstamppaperofappropriate value)
THISJOINTBIDDINGAGREEMENTis enteredintoonthis the……… dayof………… 20…
AMONGST
1 ...................... [a company incorporated under the Companies Act, 1956 and having its registered office at] ………… (hereinafter referred to as the “First Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)
AND
2 ...................., [a company incorporated under the Companies Act, 1956 and having its registered office at]………… (hereinafter referred to as the “Second Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)
The above mentioned parties of the [FIRST and SECOND] PART are collectively referred to as the “Parties” andeachisindividually referred to as a“Party”
WHEREAS,
A. ………………………, a company incorporated under the Companies Act, 1956, having its registered office at ………………………. (hereinafter referred to as the “Authority” which expression shall, unless repugnant to the context or meaning thereof, include its administrators, successors and assigns) has invited proposals (the Applications”) by its Request for Proposal No. ………… dated …………(the “RFP”) for appointment of consultantfor…………………………….,(the “Consultancy”).
B. The Parties are interested in jointly bidding for the Consultancy as members of a Consortium and in accordance with the terms and conditions of the RFP document andotherbiddocumentsinrespect oftheConsultancy,and
C. It is a necessary condition under the Consultancy document that the members of the Consortium shall enter into a Joint Bidding Agreement and furnish a copy thereof withtheApplication.
NOW ITISHEREBYAGREED as follows:
1 DefinitionsandInterpretations
InthisAgreement,thecapitalised termsshall,unlessthe context otherwiserequires, havethemeaning ascribed theretoundertheRFP.
2 Consortium 2.1. TheParties dohereby irrevocablyconstitute aconsortium(the“Consortium”)forthe purposes ofjointly participatingintheselectionprocess fortheConsultancy. 2.2. ThePartiesherebyundertake toparticipateintheBiddingprocess onlythroughthis Consortiumand notindividuallyand/ orthroughanyotherconsortium constituted forthis Consultancy,eitherdirectlyorindirectly orthroughanyoftheir Affiliates.
3 Covenants The Parties hereby undertake that in the event the Consortium is declared the selected Consultant and awarded the Consultancy, the Parties shall enter into a contract for consultancy services (“Contract”) with the Authority and for performing all obligations as theConsultantinterms of theContractfortheConsultancy.
4 Role oftheParties The Parties hereby undertake to perform the roles and responsibilities as described below:
(a) Party of the First Part shall be the Member in Charge of the Consortium and shall have the power of attorney from all Parties for conducting all business for and on behalf of the Consortium during the selection process for the Consultancy and until theEffective DateundertheContract;
(b)PartyoftheSecondPart shallbe[................].
5 JointandSeveralLiability The Parties do hereby undertake to be jointly and severally responsible for all obligations and liabilities relating to the Consultancy and in accordance with the terms of theRFPandtheContract,fortheperformanceof theContract.
6 MemberinCharge Without prejudice to the joint and several liability of all the Parties, each Party agrees that it shall exercise all rights and remedies under the Contract through the Member in Charge and the Authority shall be entitled to deal with such Member in Charge as the representativeofallMembers. EachParty agreesand acknowledgesthat:
(i) any decision (including without limitation, any waiver or consent), action, omission, communication or notice of the Member in Charge on any matters related to the Contract shall be deemed to have been on its behalf and shall be
binding on it. The Authority shall be entitled to rely upon any such action, decisionorcommunicationfromthe MemberinCharge;
(ii) consolidated invoices for the services in relation to the Consultancy performed by all the Members shall be prepared and submitted by the Member in Charge and the Authority shall have the right to release payments solely to the Member in Charge and the Authority shall not in any manner be responsible or liable for theinterseallocationofpayments,works etc.among theParties;
(iii) any notice, communication, information or documents to be provided to the Consultant shall be delivered to the authorized representative of the Consultant (as designated pursuant to the Contract) and any such notice, communication, information or documents shall be deemed to have been delivered to all the Parties.
7 RepresentationoftheParties EachPartyrepresents totheotherParties asofthedateofthisAgreementthat:
(a) Such Party is duly organised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into thisAgreement;
(b) The execution, delivery and performance by such Party of this Agreement has been authorised by all necessary and appropriate corporate or governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Party isannexed tothisAgreement,and willnot,to the best ofitsknowledge:
(i)requireany consent orapprovalnotalreadyobtained;
(ii)violateanyApplicableLaw presentlyineffectandhaving applicabilityto it;
(iii) violate the memorandum and articles of association, by-laws or other applicable organisationaldocumentsthereof;
(iv) violate any clearance, permit, concession, grant, license or other governmental authorisation, approval, judgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are boundorthat is otherwise applicable to suchParty;or
(v) create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the
aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligationsunderthisAgreement;
(c) This Agreement is the legal and binding obligation of such Party, enforceable in accordancewith its terms against it;and
(d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfillment of its obligations under thisAgreement.
8 Termination This Agreement shall be effective from the date hereof and shall continue in full force and effect until the Effective Date under the Contract, in case the Consultancy is awarded to the Consortium. However, in case the Consortium is not selected for award of the Consultancy, the Agreement will stand terminated upon intimation by the Authority that it has not been selected and upon return of the Bid Security by the Authority.
9 Miscellaneous 9.1 ThisJoint BiddingAgreementshallbe governedby lawsofIndia.
9.2 The Parties acknowledge and accept that this Agreement shall not be amended by theParties withoutthepriorwrittenconsentoftheAuthority.
IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVEREDTHISAGREEMENTASOFTHEDATEFIRSTABOVE WRITTEN.
SIGNED,SEALEDANDDELIVERED Forandonbehalfof MEMBERINCHARGEby: (Signature) (Name) (Designation) (Address)
Inthepresence of:
1
2
SIGNED, SEALEDAND DELIVERED For andonbehalfof
SECOND PARTby: (Signature) (Name) (Designation) (Addres
THISJOINTBIDDINGAGREEMENTis enteredintoonthis the……… dayof………… 20…
AMONGST
1 ...................... [a company incorporated under the Companies Act, 1956 and having its registered office at] ………… (hereinafter referred to as the “First Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)
AND
2 ...................., [a company incorporated under the Companies Act, 1956 and having its registered office at]………… (hereinafter referred to as the “Second Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)
The above mentioned parties of the [FIRST and SECOND] PART are collectively referred to as the “Parties” andeachisindividually referred to as a“Party”
WHEREAS,
A. ………………………, a company incorporated under the Companies Act, 1956, having its registered office at ………………………. (hereinafter referred to as the “Authority” which expression shall, unless repugnant to the context or meaning thereof, include its administrators, successors and assigns) has invited proposals (the Applications”) by its Request for Proposal No. ………… dated …………(the “RFP”) for appointment of consultantfor…………………………….,(the “Consultancy”).
B. The Parties are interested in jointly bidding for the Consultancy as members of a Consortium and in accordance with the terms and conditions of the RFP document andotherbiddocumentsinrespect oftheConsultancy,and
C. It is a necessary condition under the Consultancy document that the members of the Consortium shall enter into a Joint Bidding Agreement and furnish a copy thereof withtheApplication.
NOW ITISHEREBYAGREED as follows:
1 DefinitionsandInterpretations
InthisAgreement,thecapitalised termsshall,unlessthe context otherwiserequires, havethemeaning ascribed theretoundertheRFP.
2 Consortium 2.1. TheParties dohereby irrevocablyconstitute aconsortium(the“Consortium”)forthe purposes ofjointly participatingintheselectionprocess fortheConsultancy. 2.2. ThePartiesherebyundertake toparticipateintheBiddingprocess onlythroughthis Consortiumand notindividuallyand/ orthroughanyotherconsortium constituted forthis Consultancy,eitherdirectlyorindirectly orthroughanyoftheir Affiliates.
3 Covenants The Parties hereby undertake that in the event the Consortium is declared the selected Consultant and awarded the Consultancy, the Parties shall enter into a contract for consultancy services (“Contract”) with the Authority and for performing all obligations as theConsultantinterms of theContractfortheConsultancy.
4 Role oftheParties The Parties hereby undertake to perform the roles and responsibilities as described below:
(a) Party of the First Part shall be the Member in Charge of the Consortium and shall have the power of attorney from all Parties for conducting all business for and on behalf of the Consortium during the selection process for the Consultancy and until theEffective DateundertheContract;
(b)PartyoftheSecondPart shallbe[................].
5 JointandSeveralLiability The Parties do hereby undertake to be jointly and severally responsible for all obligations and liabilities relating to the Consultancy and in accordance with the terms of theRFPandtheContract,fortheperformanceof theContract.
6 MemberinCharge Without prejudice to the joint and several liability of all the Parties, each Party agrees that it shall exercise all rights and remedies under the Contract through the Member in Charge and the Authority shall be entitled to deal with such Member in Charge as the representativeofallMembers. EachParty agreesand acknowledgesthat:
(i) any decision (including without limitation, any waiver or consent), action, omission, communication or notice of the Member in Charge on any matters related to the Contract shall be deemed to have been on its behalf and shall be
binding on it. The Authority shall be entitled to rely upon any such action, decisionorcommunicationfromthe MemberinCharge;
(ii) consolidated invoices for the services in relation to the Consultancy performed by all the Members shall be prepared and submitted by the Member in Charge and the Authority shall have the right to release payments solely to the Member in Charge and the Authority shall not in any manner be responsible or liable for theinterseallocationofpayments,works etc.among theParties;
(iii) any notice, communication, information or documents to be provided to the Consultant shall be delivered to the authorized representative of the Consultant (as designated pursuant to the Contract) and any such notice, communication, information or documents shall be deemed to have been delivered to all the Parties.
7 RepresentationoftheParties EachPartyrepresents totheotherParties asofthedateofthisAgreementthat:
(a) Such Party is duly organised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into thisAgreement;
(b) The execution, delivery and performance by such Party of this Agreement has been authorised by all necessary and appropriate corporate or governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Party isannexed tothisAgreement,and willnot,to the best ofitsknowledge:
(i)requireany consent orapprovalnotalreadyobtained;
(ii)violateanyApplicableLaw presentlyineffectandhaving applicabilityto it;
(iii) violate the memorandum and articles of association, by-laws or other applicable organisationaldocumentsthereof;
(iv) violate any clearance, permit, concession, grant, license or other governmental authorisation, approval, judgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are boundorthat is otherwise applicable to suchParty;or
(v) create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the
aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligationsunderthisAgreement;
(c) This Agreement is the legal and binding obligation of such Party, enforceable in accordancewith its terms against it;and
(d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfillment of its obligations under thisAgreement.
8 Termination This Agreement shall be effective from the date hereof and shall continue in full force and effect until the Effective Date under the Contract, in case the Consultancy is awarded to the Consortium. However, in case the Consortium is not selected for award of the Consultancy, the Agreement will stand terminated upon intimation by the Authority that it has not been selected and upon return of the Bid Security by the Authority.
9 Miscellaneous 9.1 ThisJoint BiddingAgreementshallbe governedby lawsofIndia.
9.2 The Parties acknowledge and accept that this Agreement shall not be amended by theParties withoutthepriorwrittenconsentoftheAuthority.
IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVEREDTHISAGREEMENTASOFTHEDATEFIRSTABOVE WRITTEN.
SIGNED,SEALEDANDDELIVERED Forandonbehalfof MEMBERINCHARGEby: (Signature) (Name) (Designation) (Address)
Inthepresence of:
1
2
SIGNED, SEALEDAND DELIVERED For andonbehalfof
SECOND PARTby: (Signature) (Name) (Designation) (Addres
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