Request for Proposal (RFP) NAME OF WORK Appointment of Consultant for providing services on Formulation, Implementation & Support of ERP Project

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Indian Institute of Management,

Vastrapur, Ahmedabad – 380015

Phone: +91-79-66324138 Fax: +91-79-26306896

Website: www.iimahd.ernet.in

E mail - [email protected]

Request for Proposal (RFP)

NAME OF WORK

Appointment of Consultant for providing services on

Formulation, Implementation & Support of ERP Project

Key dates

Date Time Event

17 August 2015 20 August 2015 28 August 2015 14 September 2015 14 September 2015 September 2015 September 2015 3.00 pm 3.30 pm Publication of advertisement Uploading of RFP on website Pre-bid meeting Submission of proposal Opening of pre-qualification bids.

Technical Presentations Opening of Finance Bids Receiving of detailed bid document September 14, 2015 by 3:00 pm

Technical presentations will be held tentatively on September 21, 2015

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This document is a property of Indian Institute of Management, Ahmedabad (IIMA). It should not be used in any form except bidding for the Appointment of Consultant for ERP project of IIMA.

Page 2 of 55 DISCLAIMER

This Tender Document (also referred as “Request for Proposal” or “RFP”) is not an agreement and is not an offer or invitation by IIMA to any Bidder other than the one that qualifies based on evaluation of submitted bids. The purpose of this Tender Document is to provide information to the potential Bidders to assist them in

responding to this Tender Document. Though this Tender Document is prepared with sufficient care to provide all required information to the potential Bidders, they may need more information than what has been provided. In such cases, the potential Bidder is solely responsible to seek the information required from IIMA, at his / her own cost. IIMA reserves the right to provide such additional information at its sole discretion. In order to respond to the Tender Document, if required, and with the prior permission of IIMA, the potential Bidder may conduct his own study and analysis, as may be necessary.

IIMA makes no representation or warranty and shall incur no liability under any law, statute, rules or regulations on any claim the potential Bidder may make in case of failure to understand the requirement and respond to the Tender Document. IIMA may, in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this Tender Document.

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Page 3 of 55 DEFINITIONS AND ABBREVIATIONS

The following words and expressions shall have the meanings hereby assigned to them:

(a) “IIMA” means Indian Institute of Management, Ahmedabad.

(b) "Applicable Law" means the laws and any other instruments having the force of law in the country, as they may be issued and in force from time to time; (c) “Bank" or "Banks", refers to all scheduled Indian Banks as per the RBI

current list (Schedule-II)

(d) "Contract" means the Agreement entered into between the Purchaser and the Consultant (Supplier), together with the Contract Documents referred to therein, including all attachments, appendices, and all documents

incorporated by reference therein.

(e) "Contract Documents" shall mean the following documents listed, including any amendments thereto be read and construed as part of this Agreement, viz.:

i. the Detailed award of contract; ii. the Service level agreement; iii. the Special Conditions of Contract; iv. the General Conditions of Contract; v. the Schedule of Supply;

vi. the Instructions to bidders;

vii. the Purchaser's Notification to the Supplier for Award of Contract; viii. Vendor’s response (proposal) to the RFP, including the Bid

Submission Sheet and the Price Schedules submitted by the Supplier; ix. Section VIII - Contract Forms;

x. Acceptance of purchaser's notification

(f) "Contract Price" means the price payable to the Supplier as specified in the Agreement, subject to such additions and adjustments thereto or deductions there from, as may be made pursuant to the Contract.

(g) "Day" means calendar day.

(h) "Delivery" means the transfer of the Goods and/or Services from the Supplier to the Purchaser in accordance with the terms and conditions set forth in the Contract.

(i) "Completion" shall mean the completion of the Related Services by the Supplier in accordance with the terms and conditions set forth in the Contract.

(j) "Effective Date" means the date on which this Contract comes into force and effect pursuant to Clause 8 of GCC;

(k) "GCC" means the General Conditions of Contract.

(l) "Goods" means all hardware, software, networking equipment and /or other equipment accessories and materials that the Supplier is required to supply to the Purchaser under the Contract.

(m) “Government” means the Government of India.

(n) "Intellectual Property Rights" means any patent, copyright, trademark, trade name, service marks, brands, propriety information, whether arising before

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or after the execution of this Contract and the right to ownership and registration of these rights;

(o) "Party" means the Utility or the Consultant, as the case may be;

(p) "Personnel" means persons hired by the Consultant as employees and assigned to the performance of the Services or any part thereof; "Foreign Personnel" means such persons who at the time of being so hired had their domicile outside the Government's country; and "Local Personnel" means such persons who at the time of being so hired had their domicile inside the Government's country;

(q) "Project" means all Activities covered under present contract; (r) "Purchaser's Country" shall mean India.

(s) "Purchaser" means the entities purchasing the Goods and/or Services, as specified in the SCC. It has been used to mean Owner or Utility in this document.

(t) Related Services" means the services to be provided as per the

requirements / conditions specified in the Contract. In addition to this, the definition would also include other related/ancillary services that may be required to execute this Contract.

(u) "Starting Date" means the date referred to in Clause 8 of GCC; (v) "SCC" means the Special Conditions of Contract.

(w) "Services" means the work to be performed by the Consultant pursuant to this Contract for the purposes of the Project, as described in the Scope of Work hereto;

(x) "Subcontractor" means any natural person, private or government entity, or a combination of the above, including its legal successors or permitted

assigns, to whom any part of the Goods to be supplied or execution of any part of the Services is subcontracted by the Supplier. Consultant shall not sub-contract any part of its obligation under the present contract.

(y) "Supplier" means the natural person, private or government entity, or a combination of the above, whose bid to perform the Contract has been accepted by the Utility and is named as such in the Agreement, and includes the legal successors or permitted assigns of the Supplier. Supplier has been used to mean Consultant in this document.

(z) "The Site," shall mean all identified locations within the premises of IIMA, where the Supplier carries out any installation of Goods or is required to provide any Services.

(aa) "Third Party" means any person or entity other than IIMA, the Consultant or any other party as implied by the usage and context.

(bb) "OEM" means the Original Equipment Manufacturer of any equipment / system / software / product.

(cc) "Kick off Meeting" means a meeting convened by the Purchaser to discuss and finalize the work execution plan and procedures with the Consultant. (dd) "in writing" means communicated in written form with proof of receipt (ee) "Owner" means "IIMA"

(ff) "Consultant/ERP Consultant” means the agency appointed to perform services for the IIMA under this contract.

(gg) “RFP” means “Request for Proposal”.

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(ii) “SRS” means “System Requirement Specifications”. (jj) “ERP” means “Enterprise Resource Planning”.

(kk) “ISP” refers to “Implementation Service Provider”. This is the agency which will be implementing the ERP solution.

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Page 6 of 55 REQUEST FOR PROPOSAL

Indian Institute of Management, Ahmedabad (IIMA) seeks to appoint a Consultant for Providing Services on Formulation, Implementation & Support for the ERP Project for IIMA, Ahmedabad.

1. INTRODUCTION

Indian Institute of Management, Ahmedabad intends to implement an ERP project to automate and streamline its core Financial, HR, Administrative and other processes to improve administrative efficiencies and provide improved services to its

stakeholders. For the purpose, it requires services of a competent Consulting Organisation/Firm (hereinafter referred to as the Consultant) which can assist IIMA to draw a roadmap for complete ERP (referred hereinafter as “The ERP Project’ or ‘The Project”) rollout and help in its implementation. The broad functional areas identified, to be covered under ‘The Project’ include:

 Academic Administration

 Consulting and Research Projects

 General Administration

o Financial Accounting & Control o Human Resources Management o Estate and Infrastructure Management o Management Information Systems

 Alumni and External Relations

While above inclusions are to guide the core functionality expected, these may however be added/amended based on Institute’s requirement.

The participating bidders are expected to be Consultants of repute possessing multidisciplinary skill sets and having carried out similar assignments in the near past. The qualifying requirements of the bidders are captured in this document. The scope of the Consultant will include precise identification of functional areas and domains to cover under the ERP project.

2. REQUIREMENT

IIMA invites proposals from reputed and experienced Consultants for providing consultancy services for the Formulation, assistance in complete rollout,

Implementation & support for the ERP project as per the defined scope and deliverables given in this document.

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Page 7 of 55 3. SCOPE OF WORK

Briefly, the scope of the Consultant shall include:

 Study and Analysis : Of the IIMA organisation, its long term vision and objectives, major activities, policy framework, the processes, As-Is-To-Be study; Defining scope of ERP project, Setting up Timelines,

Budgeting etc. (Some studies have been undertaken with the help of experts which can be used)

 Pre-Tender Activities: Assessment and preliminary evaluation and short listing of available ERP solutions which are best fit for the IIMA

 Procurement: RFP preparation, Tender process & Vendor selection, Purchase Order, licencing and agreement with ISP

 Execution / Implementation Supervision

 Changeover, Data Migration and Go-Live Activities

 Certification and handover

 Overall Project Management

The Consultant is expected to familiarise himself with the complete IIMA

Organisation, its operating philosophy and organisation structure and its short term and long term goals. The Consultant shall undertake the following activities for fulfilment of the intent of this contract. However, the Consultant shall also undertake any other activities as required for the fulfilment of the contract even if it is not specifically mentioned hereunder. The entire scope of the work is to be carried out as a single project, however for the sake of better clarity; it is divided into various stages as follows:

STAGE – A: STUDY AND ANALYSIS

A.1 Preparation of Functional Requirement Specifications and System Requirement Specifications (FRS & SRS)

 Carry out detailed study of the existing (As-Is) processes for identified functional areas of the institute.

 Identification of the pain areas, critical priority areas for Business Process changes

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 Study and develop overall functional requirements of the organization based on the existing and anticipated processes and validate the same with the concerned departments

 Study of legal, regulatory and standards requirements for the Institute for the purposes of selecting a Best-Fit ERP solution.

 Study and review of the major business processes of IIMA including existing automated/non automated applications and processes and map them to the global best practices existing at High Performing Academic Institutes.

 Identify gaps between stakeholder requirements and existing IT Solutions/Applications (Gap Analysis).

 Assess various ERP options available in the market and identify/short list 2-4 ‘best fit’ solutions for the identified functional and process requirements of IIMA.

 Study the level of Computer Hardware Infrastructure available at the Institute and recommend the changes and up gradation required for the ERP

implementation.

 Assist IIMA in identifying the legacy applications which could be continued to be used, with or without modification.

 Prepare Functionality Requirements Specifications report for the institute and submit the same for approval.

 Study and documentation of different functions and preparation of SRS as per industry Standards.

 Define and evolve along with Implementation Service Partner (ISP) the Security requirements of the proposed ERP solution.

 Define the scope for ISP in detail, so that the bids received are comprehensive.

(Note: “As-Is”, “To Be” and “Gap Analysis” studies are very important part of implementation activity, therefore, the selected Consultant is expected to have sufficient experience in BPR)

A.2 Planning of Required IT & Communication Infrastructure

 As-is study of Network, hardware infrastructure and existing applications at the Institute.

 Recommend the improvement of existing computing and communication infrastructure.

 Suggesting and finalising the ERP core team to implement ‘The Project’. STAGE B: PRE-TENDER ACTIVITIES

Identification and short-listing of ERP packages:

 Identify, evaluate and short-list Enterprise Resource Planning (ERP)

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implemented in High Performing Educational Institutes, on proprietary and open source technologies.

 Provide list of names for add-on packages that are necessary to complement the ERP system to provide comprehensive coverage of business

systems/processes of the Institute.

STAGE–C: RFP AND PROCUREMENT PROCESS:

C.1 Preparation of Detailed Project Report:

 Study and review of draft project reports/process manuals prepared in-house, and any other inputs available for ERP Implementation at IIMA.

 Evolve an improved and comprehensive DPR for the ERP project

 Prepare budgetary estimates for investment of ERP deployment and other support/complimentary applications required to be developed. Budgetary estimates should include implementation services and maintenance costs.

 The setting up of timelines for the Project execution.

 The estimated operational costs may be worked out for a period of 5 years.

 Modifications in DPR, if any, for proposed ERP system highlighting financial advantage and seamless integration for the approval of IIMA.

C.2 Procurement and RFP:

 Evolve procurement process of ERP package and Implementation Service Provider including evaluation criteria, strategy for procuring ERP package and its implementation services, licensing policy etc.

 Preparation of Request for Proposal (RFP) for Procurement of ERP solution along with selection of Implementation Service Provider.

 Develop technical and non-technical part of RFP for procurement of ERP package and selection of implementation service provider.

 Submit draft RFP for approval and facilitate issuance of the same to vendors.

 Assistance during floating of RFP, Pre-bid Conference, responding to Vendor queries/ response and modifications in the RFP in view of pre-bid conference. C.3 Support Technical Evaluation of offers for ERP

 Develop the evaluation process and criteria.

 Prepare demo/structured walkthrough (SWT) scripts.

 Attend demo and facilitate evaluation.

 Seeking clarification from vendors on any technical points.

 Prepare technical evaluation report & assist IIMA in preparation of commercial evaluation report for ERP solution.

 Recommend Implementation Services Provider (ISP) for implementing ‘The Project’ based on evaluation results of the bids submitted by the bidders.

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Page 10 of 55 C.4 Selection of ISP and Contracting

Assist IIMA in negotiating the contract with the ISP, finalising the contract price, SLA terms, payment terms and other licencing terms with the ISP. Freeze the project implementation time lines and resource requirements for ‘The Project’ with the ISP

STAGE – D: IMPLEMENTATION ASSISTANCE:

Project Planning and Kick-off, Constitution of implementation committee Defining project milestones and timelines

Supervision of Implementation Activities

Supervision and monitoring of resource deployment and the quality by the ISP Monitoring of progress and timelines by the ISP

Resolving of the issues which may arise during implementation Monitoring of implementation quality

Supervision of implementation terms of the ISP

Assistance with any other implementation related issues like change requests STAGE - E: GO LIVE ACTIVITY: SUPERVISION AND ASSISTANCE:

Assist planning for Data Migration: finalizing historical data and creation of opening balances to be transferred to the new system, standardization of data masters

Parallel run

Review parallel run result and its correctness User acceptance testing

Change order/rework management including financial implications Supervise User training

Go-live: Final Rollout / Production run of ERP System

Assistance in post implementation of ERP and fine tuning during initial period Assistance in vendor performance evaluation during implementation

Monitoring of SLAs and Penalties Evolve Support and Maintenance plans

STAGE - F: HANDOVER SUPERVISION AND ASSISTANCE Final Acceptance Certification

Final Documentation Handover

STAGE - G: POST IMPLEMENTATION SUPPORT

 Post implementation service and up gradation support

 SLA Monitoring

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Page 11 of 55 Deliverables:

The following deliverables shall be provided by the consultants under this contract: STAGE-A

 Inception report defining project approach, project plan and manpower resources to be deployed.

 Functionality Requirements Specifications and SRS Report as detailed above

 Report on Scope of Work for ERP rollout requirements for IIMA

 Report on Required IT & Communication Infrastructure for ERP Project STAGE-B

Assessment report on different suitable ERPs for IIMA

STAGE-C

 Detailed Project Report (DPR) including Roadmap for Implementation of ERP system.

 Pre-qualification requirements for ISP for ERP Implementation at IIMA

 Request for Proposal (RFP) document for selection of ERP and ISP for Implementation of ERP system.

 Bid Evaluation Report for ERP system and Implementation Service Provider STAGE-D

 Change Management Report depicting changes required in processes / formats / procedures / training.

 Implementation plan for ERP modules / complimentary applications.

 Evaluation Report on Technical & End Users Training, identifying further training requirements and refresher training requirements

 Vendor Performance Evaluation Report at different Stages, identifying any gap between desired and actual performance of Vendor

STAGE-E

User Acceptance Testing Reports

Pending Issues Report depicting pending issues to be resolved.

Final Report on issues & resolutions after final Rollout, identifying pending issues to be taken-up further

Support and Maintenance Plans document STAGE-F

Final Acceptance Certification Final Documentation

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Page 12 of 55 STAGE-G

Submission of quality assurance plan / documents.

4. DURATION OF THE PROJECT

The expected duration of consultant’s assignment is

1. Preparation of DPR and Floating of RFP (up to 6 Months)

Duration of this phase can be extended by mutual consent with the approval of the Director IIMA, if it is justified that extra time is essential for improving the content and quality of report.

2. From Selection of ISP to Go Live

The date of Go-Live will be derived based on detailed plans to be prepared by the Consultant after discussions and approval of IIMA.

3. Post Go live (up to 1 year)

If circumstances warrant, IIMA reserves the right to extend the duration of the assignment for a further period as required.

5. ESTIMATED COST OF WORK Not Applicable.

6. SITE VISIT

Bidders will be expected to have visited the site to familiarize themselves with the extent of the works prior to submitting their Proposal. Arrangements should be made through the office of the Chief Administrative Officer, IIMA.

7. OFFICE SPACE

IIMA will provide a suitable unfurnished office space free of cost. Cost of furniture, electricity, telephone expenses etc. will be borne by the consultant.

8. ARBITRATION AND JUDICIAL PROCEEDINGS

Arbitration will be as per the Institute’s Guidelines. Ahmedabad will be the Jurisdiction for all legal proceedings.

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SELECTION PROCEDURE EVALUATION METHODOLOGY

Single Stage – Two Envelope Procedure: Bidders should submit two sealed envelopes simultaneously, one containing the Technical Proposal and the other the Price Proposal, enclosed together in an outer single envelope. Initially, only the Technical Proposals shall be opened at the date and time advised in the Bidding Document. The Price Proposals remain sealed and are held in custody of IIMA. The Technical Proposals shall be evaluated by a committee constituted by IIMA. No amendments or changes to the bids are permitted once the bids are received by IIMA.

1.0 PROPOSAL EVALUATION CRITERIA FOR ERP CONSULTANCY: The proposals of the prospective bidders shall be evaluated based on the criteria set forth hereunder. The evaluation process shall be carried out in three stages:-

I) Pre-qualification of eligible bidders

II) Technical proposal evaluation of qualified bidders

III) Financial proposal evaluation of technically qualified bidders.

Subsequent to the above, ranking of the bidders shall be done based on marks awarded as per the procedure described hereunder.

A. PRE-QUALIFICATION ELIGIBILITY CRITERIA: Initially Form -2 of all the bidders will be evaluated. The proposals of the prospective bidders who qualify the above mentioned pre-qualifying criteria shall be taken up for further technical evaluation as set forth below. Proposals of unsuccessful bidders, including unopened price bid, shall be returned.

B. EVALUATION CRITERIA FOR TECHNICAL PROPOSAL: IIMA shall evaluate further the Technical Proposals of those prospective bidders who are found to satisfy the

pre-qualification requirements as set forth in Para-A above. IIMA shall allot a Technical Score to each pre-qualified proposal on the basis of proposal's responsiveness to the Terms of Reference using the evaluation criteria and points system as mentioned below. The technical proposal shall be evaluated out of total marks of 1000.

B.1. APPROACH AND METHODOLOGY (30%) - 300 MARKS: a) Understanding of Objectives (25%)

 Has the consultant demonstrated clarity in understanding the objectives of this consultancy assignment;

 Has the consultant exhibited understanding of key business processes of IIMA;

 Has the consultant exhibited complete understanding all the phases of the assignment as given in scope of work;

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 Does the consultant have clarity of the deliverables? b) Quality of Methodology (30%)

 Consultant's Methodology for carrying out review of existing Business Processes of IIMA and arrive at overall functionality requirements of each process;

 Consultant's approach towards evaluation and short listing of ERP packages and complementary applications;

 Consultant's approach towards helping IIMA in realizing the benefits of ERP Implementation, like Change Management, Training;

 Consultant's program management approach for this assignment;

 Does the consultant have specific parameters on which he would track the progress of the project?

c) Work Programme (20%)

 Completeness of the work programme in the form of Bar Chart of the consultant in terms of all major activities and deliverables of the assignments;

 Assessment of risk factors having direct bearing on completion of the assignment in schedule time.

d) Personnel Schedule and Proposed Team Structure of the Consultant (15%)

 Have the roles and responsibilities of the team members been clearly defined?

 Whether the personnel nominated by the consultant cover all the domains / areas of expertise as required for the assignment.

e) Proposal Presentation (10%)

The technical proposal containing the above aspects should be presented in such a way that the capabilities of the consultant to carry out the present assignments as per the Terms of Reference can be established by IIMA in an objective

manner. For all the above aspects, i.e. 1.a to 1.e, the response of the consultant shall be evaluated and marks awarded.

B.2 PERSONNEL -700 Marks

The CV's of the personnel of the consultant as submitted by them in Form-7 format shall be used for assessing qualification, training, total no. of years of experience and domain

expertise along with their deployment: a) Team Leadership (15%)

 General Qualifications (15%) Educational Qualification and Training of the Team Leader shall be relevant to the IIMA's assignment. Academic profile of the

proposed Team Leader and his/her technical skills shall be assessed. The marks for the team leader shall be awarded as follows:

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Page 15 of 55 o MBA Full Time 100%

o B.E. / B.Tech / MCA / CA / ICWA / Graduate with PG Diploma in Management Full Time 75%

o Graduate in Any Discipline 50% o Non complying 0%

 General Experience (60%) Experiences in managing large and complex ERP related consultancy assignments in large corporate/business/PSU environment are considered mandatory. Marks shall be awarded based on the total number of experience in consultancy.

 Total Experience:

o More than or equal to 12 years of experience 100%

o More than or equal to 8 years and less than 12 years of experience 75% o More than or equal to 5 years and less than 8 years of experience 50% o More than or equal to 2 years and less than 5 years of experience 25% o Less than 2 years of experience (Non complying) 0%

 No. of Projects/Assignments Handled (20%) The Team Leader shall be assessed based on the no. of Consultancy Projects/Assignments of value more than Rs. 2 corers related to ERP areas which were led by him in the past in the following manner:

o Two or More than Two Projects/Assignments 100% o One Project/Assignment 50%

o Non-complying 0%

 Full-Time Permanent Staff (5%) Staffs who were on the roll of the consultant for a minimum period of one year at the time of submission of the bid shall be

considered as full-time permanent staff and shall be awarded 100% marks allotted. Others shall be awarded ‘0’ marks (noncomplying).

b) Team Members (85%)

 General Qualifications (20%) Educational qualifications and Training shall be relevant to IIMA's assignment. Academic profile of the proposed Personnel and his/her technical skills shall be commensurate to the domain/areas of expertise. The marks for general qualification for each personnel shall be awarded as follows: MBA Full Time 100 B.E. / B. Tech / MCA/ CA / ICWA /Graduate with PG Diploma in Management Full Time 75%, Graduate in Any Discipline 50%, Non complying 0%

 Expertise in Relevant Domains/Areas of Expertise (50%) Experiences in ERP related consultancy assignments in large corporate/Business/ PSU environment in

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domains/areas. Marks shall be awarded based on the total no. of years of experience in a particular domain/areas of expertise as given below: More than or equal to 12 years of experience 100%

More than or equal to 8 years and less than 12 years of experience 75% More than or equal to 5 years and less than 8 years of experience 50% More than or equal to 2 years and less than 5 years of experience 25% Less than 2 years of experience (non complying) 0%

 Experience in the relevant sector (30%) Experiences in ERP related consultancy assignments carried out in Higher Education Sector. Marks for this experience shall be awarded using the following methods:

More than or Equal to 3 Projects / Assignments 100% 2 Projects / Assignments 75%

1 Projects / Assignment 50% Non-complying 0%

A proposal shall be considered qualified if it achieves the minimum technical marks of 750 from the maximum of 1000. The price bids of disqualified proposals will not be opened. C. FINANCIAL PROPOSAL After evaluation of the technical proposals, the price proposal will be opened for the qualified /eligible bidders. Thereafter, the IIMA will examine the Price Bids to determine whether they are complete and properly signed, whether the Price

Schedules have been filled up as per the formats provided in the Bid Documents and whether the Price Bids are generally in order. The Price Bids shall be evaluated considering the following factors: –

 Total Quoted Price for the entire scope as per Price Schedule.

 Unconditional discount/rebate if any. The Quoted Prices and Rates shall be examined arithmetically. Arithmetical errors in Price Bids shall be rectified in the manner indicated below so as to arrive at a corrected total quoted price. If, on checking, differences are found in the rates given by the Bidder, between words and figures or in amounts worked out by him, the following procedure shall be followed:

 Where there is difference in the rates between figures and in words, the rates which correspond to the amounts worked out by the Bidder, shall be taken as correct.

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 Where the amount of an item is not worked out by the Bidder or does not

correspond with the rate written either in figures or in words, then the rates quoted by the Bidder in words, shall be taken as correct.

 Where the rates quoted by the Bidder in figures and in words tally, but the amount is not worked out correctly, the rates quoted by the Bidder shall be taken as correct and not the amount. For the purpose of evaluation, all prices shall be converted to local currency (Indian Rupee) at the setting(??) market exchange rate prevailing on the day of opening of financial proposal.

D. FINAL RANKING For comparison of the combined technical and price score of all firms following formula will be used:

Total score = (TF/TH x 100 x 0.6) + (LP/FP x 100 x 0.4)

Where TF = Bidder’s Score, TH = Highest Score, LP=Lowest Price, FP= Bidder’s Price If there is more than one identical bid which emerges as the best bid, a gradation list based on the higher technical score shall be the basis of allotment.

Notes:

1. IIM Ahmedabad reserves the right NOT to award the work to the highest scorer. 2. IIMA reserves the right to reject any or all bids without assigning any reason.

3. IIMA reserves the right to increase/ decrease the scope of work after the selection of the winning bidder and at mutually agreed terms.

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BID SUBMISSION PROCESS

RFP documents will be submitted to the Chief Administrative Officer, Indian Institute of Management, Ahmedabad.

RFP documents will have three components, which are to be placed in three separate sealed envelopes. These three envelopes should be placed in one main envelope which should also be sealed.

1. The first envelope will contain qualification documents required for stage one and a non-refundable processing fee of Rs. 5,000.00 (Rupees five thousand only) in form of demand draft in favour of IIM Ahmedabad. This envelope should be clearly marked as “PRE-QUALIFICATION BID”. This envelope shall also contain original and revised (if any) bid documents, minutes of the meeting and any other correspondence. This envelope should NOT contain the price bid. This envelope will be opened for all the applicants. All pages of the documents submitted shall be signed and stamped. Please refer to Annexure-1 for the documents required and associated checklist.

2. The second envelope will contain the documents required for technical evaluation as per the requirements of stage two. It should be organized as per Annexure-1. Please mark this envelope as “TECHNICAL BID”. This envelope will be opened for firms that meet the pre-qualification criteria. It will be returned back for unqualified bidders along with the “FINANCIAL BID” envelope.

3. The third envelope (9.5” x 4.5”) will contain the price bid as per Annexure-2. This envelope should be marked as “FINANCIAL BID.” It will be opened for the short listed bidders that qualify in Stage One and move to Stage Two. It will be returned to the firms which do not qualify at Stage Two.

Non-adherence to this procedure will result in disqualification of the firm. Table-2

Timeline

Date Time Event

17 August 2015 20 August 2015 28 August 2015 Publication of advertisement Uploading of RFP on website Pre-bid meeting 14 September 2015 21 September 2015 3.00 pm Submission of proposal

3.30 pm Opening of pre-qualification bids.

(Tentative) September 2015

Technical Presentations (Tentative)

September 2015

Opening of Finance Bids

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Page 19 of 55 GENERAL CONDITIONS OF CONTRACT 1.1. Contract Documents

Subject to the order of precedence set forth in the Agreement, all documents forming the Contract (and all parts thereof) are intended to be correlative, complementary, and mutually explanatory.

1.2. Corrupt Practices

The Purchaser requires bidders, suppliers, and contractors to observe the highest standard of ethics during the execution of such contracts.

(a) The following definitions apply:

"Corrupt practice" means the offering, giving receiving, or soliciting, directly or

indirectly, of anything of value to influence the action of any party in the procurement process or the execution of a contract;

"Fraudulent practice" means a misrepresentation or omission of facts in order to influence a procurement process or the execution of a contract;

"Collusive practices" means a scheme or arrangement between two or more bidders, with or without the knowledge of IIMA, designed to influence the action of any party in a procurement process or the execution of a contract;

"Coercive practices" means harming or threatening to harm, directly or indirectly, persons, or their property to influence their participation in a procurement process, or affect the execution of a contract;

(b) The Purchaser will reject a proposal for award if it determines that the bidder recommended for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the Contract. 1.3. Interpretation

In this Contract unless a contrary intention is evident:

a) The clauses headings are for convenient reference only and do not form part of this Contract. The headings shall not limit, alter or affect the meaning of this Contract;

b) Unless otherwise specified a reference to a clause number is a reference to all of its sub-clauses;

c) Unless otherwise specified a reference to a clause, sub clause or section is a reference to a clause, sub-clause or section of this Contract including any amendments or modifications to the same from time to time;

d) A word in the singular includes the plural and a word in the plural includes the singular;

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e) A word imparting a gender includes any other gender;

f) A reference to a person includes a partnership and a body corporate;

g) A reference to legislation includes legislation repealing, replacing or amending that legislation;

h) Where a word or phrase is given a particular meaning it includes the appropriate grammatical forms of that word or phrase which have corresponding meanings;

i) In the event of an inconsistency between the terms of this Contract and the Bid document and the proposal, the terms of this contract hereof shall prevail. 1.4 Entire Agreement

The Contract constitutes the entire agreement between the Purchaser and the

Supplier and supersedes all communications, negotiations and agreements (whether written or oral) of parties with respect thereto made prior to the date of Contract. 1.5 Amendment

No amendment or other variation of the Contract shall be valid unless it is in writing, is dated, expressly refers to the Contract, and is signed by a duly authorized

representative of each party thereto. 1.6 Non-waivers

a) Subject to GCC Clauses 1.32 and 1.34 below, no relaxation, forbearance, delay, or indulgence by either party in enforcing any of the terms and

conditions of the Contract or the granting of time by either party to the other shall prejudice, affect, or restrict the rights of that party under the Contract, neither shall any waiver by either party of any breach of Contract operate as waiver of any subsequent or continuing breach of Contract.

b) Any waiver of a party's rights, powers, or remedies under the Contract must be in writing, dated, and signed by an authorized representative of the party granting such waiver, and must specify the right and the extent to which it is being waived.

1.7 Severability

If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract. 1.8 Language

The Contract as well as all correspondence and documents relating to the Contract exchanged by the Consultant and the Purchaser, shall be written in English.

Supporting documents and printed literature that are part of the Contract may be in another language provided they are accompanied by an accurate translation of the relevant passages in English, in which case, for purposes of interpretation of the

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Contract, this translation shall govern. The Consultant shall bear all costs of translation to English and all risks of the accuracy of such translation. 1.9 Joint venture, Consortium or Association

If the ERP consultant is a joint venture, consortium, or association of persons, all of the members of such joint venture, consortium, or association of persons shall be jointly and severally liable to the Purchaser for the fulfilment of the provisions of the Contract. The members shall designate one party to act as a Lead Member with authority to bind the joint venture, consortium, or association. The composition or the constitution of the joint venture, consortium, or association shall not be altered

without the prior consent of the Purchaser.

(a) For the purposes of fulfilment of it's obligations as laid down under the Contract where the Purchaser deems fit and unless the context requires otherwise, Supplier shall refer to the Lead Member who shall be the sole point of interface between the Purchaser and the Consortium and would be absolutely accountable for the

performance of its own, the other members of Consortium and/or its Team's functions and obligations.

(b) All payments shall be made by the Purchaser in favour of the Lead Member. (c) No amendment or modification shall be made to the MOU executed between the members of the Consortium before the time of bidding, without the prior approval of the Purchaser.

Forming of any Joint venture, Consortium or Association by the successful bidder after allotment of work is not allowed. Joint Venture, Consortium or Association among more than two parties is not allowed.

1.10 Eligibility

Pre-Qualification Eligibility Criteria will be as per SECTION-III 1.11 Location

The Services shall be performed at area / location to be defined by, IIMA, or at such location required by IIMA.

1.12 Effectiveness of Contract

This Contract shall come into force and effect on the date (the “Effective Date”) of IIMA’s notice to the Consultants confirming that the following conditions have been met:

(a) This Contract has been approved by IIMA

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Page 22 of 55 1.13 Authority Member Charge

The Consortium Members (if any) hereby authorize to act on their behalf in

exercising the entire Consultants' rights and obligations towards the Owner under this Contract, including without limitation the receiving of instructions and payments from the Owner.

1.14 Authorised representative

Any action required or permitted to be taken, and any document required or permitted to be executed under this Contract, may be taken or executed: (a) On behalf of IIMA or by its designated representative;

(b) On behalf of the Consultants or by his designated representative. 1.15 Relation between the parties

Nothing contained herein shall be construed as establishing a relation of master and servant or of agent and principal as between IIMA and the Consultant. The

Consultant, subject to this Contract, has complete charge of Personnel performing the Services and shall be fully responsible for the Services performed by them or on their behalf hereunder.

1.16 Notices

Any Notice given by one party to the other pursuant to the Contract shall be in writing to the address specified in the SCC. The term "in writing" means communicated in written form with proof of receipt.

Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered post, telex, email or facsimile to such Party at the following address:

For the IIMA: CHIEF ADMINISTRATIVE OFFICER Attention: Cdr. Manoj Bhatt (Retd.)

Facsimile:+91 79 2630 6896 For the Consultants:

Attention: Facsimile:

Notice will be deemed to be effective as follows:

(a) in the case of personal delivery or registered mail, on delivery;

(b) in the case of facsimiles, twenty four (24) hours following confirmed transmission. A party may change its address for notice hereunder by giving the other party notice of such change pursuant to this clause.

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Page 23 of 55 1.17 Governing Law

The Contract shall be governed by and interpreted in accordance with the laws of the India. The Courts in Ahmedabad shall have exclusive jurisdiction with respect of the tendering process, award of Contract and execution of the Contract.

Settlement of disputes

The Purchaser and the Supplier shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the contract.

1.18 Scope of Work

The services to be rendered by Consultant shall be as per scope of work. At the time of awarding the contract, the Purchaser shall specify any change in the Scope of Work.

Such changes may be due to increase or decrease in the scope of work at the time of award.

Unless otherwise stipulated in the Contract, the Scope of Work shall include all such items not specifically mentioned in the Contract but that can be reasonably inferred from the Contract as being required for attaining Delivery and Completion of Related Services as if such items were expressly mentioned in the Contract.

1.19 Commencement of services

The Consultant shall begin carrying out the Services immediately viz. from the date of issue of LoI / Letter of Award (the "Starting Date"), or on such date as the Parties may agree in writing.

1.20 Delivery

The Delivery of services and Completion of the Related Services shall be in accordance with the milestones specified in the Section IV, Scope of Work and acceptance of the services rendered by the Purchaser.

The Consultant, in relation to its deliverables, shall provide any supporting data or information required by the Utility.

Consultant Responsibilities

Consultant shall provide the services mentioned in the Scope of Work and the Delivery and Completion Schedule, as per Section Scope of Work.

Purchaser’s Responsibilities

For successful completion of the assignment, as and when required by the

Consultant, IIMA shall provide data and support based on availability of the same and without prejudice. In the event that IIMA is unable to provide the required data or

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support for a requirement which the Consultant cannot be reasonably expected to procure on its own or from alternate sources, Consultant's failure to deliver shall not be held against it.

Consultant shall bear all costs involved in the performance of its responsibilities, in accordance with GCC Clause 1.20.

CAO or equivalent authority of IIMA shall act as the nodal point for implementation of the contract and for issuing necessary instructions, approvals, commissioning,

acceptance certificates, payments etc. to the Consultant.

CAO or equivalent authority of IIMA shall approve all such documents within 30 working days.

Purchaser may provide on Supplier's request, particulars/information/or Documentation that may be required by the Supplier for proper planning and execution of Scope of Work under this contract.

Purchaser shall provide to the Supplier sitting space and infrastructure and utilities, in the Purchaser's offices at such location as may be mutually decided by the Parties.

1.21 Contract Price

The Contract Price shall be as specified in the Agreement subject to any additions and adjustments thereto, or deductions there from, as may be made pursuant to the Contract.

Prices charged by the Consultant for the service provided under the Contract shall not vary from the prices quoted by the Consultant in its bid, with the exception of any price adjustments authorized in the SCC.

1.22 Terms of Payment

The Contract Price shall be paid in the manner specified in the SCC. No invoice for extra work/change order on account of change order will be submitted by the

Supplier unless the said extra work /change order has been authorized/approved by the Purchaser in writing.

The Consultant's request for payment shall be made to the Purchaser in writing, accompanied by invoices describing, as appropriate, Services provided,

accompanied by the documents submitted pursuant to GCC Clause 1.17. The Consultant shall submit the bills in triplicate to IIMA.

Payments shall be made by the Purchaser after submission of an invoice along with supporting documents or request for payment by the Supplier, and the Purchaser has accepted it. But if the progress is not satisfactory and according to agreed work program/schedule the payment may be withheld.

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The final payment under this Clause shall be made only after satisfactory completion of the activities mentioned in the Scope of work.

If any excess payment has been made by the Purchaser due to difference in quoted price in proposal and Supplier's invoice, the purchaser may without prejudice to its rights recover such amounts by other means after notifying the Supplier or deduct such excess payment from any payment subsequently falling due to the Consultant. 1.23 Taxes and Duties

Consultant and Personnel shall pay the taxes, duties, fees, levies and other impositions levied under the existing, amended or enacted laws during life of this contract and the utility shall perform such duties in regard to the deduction of such tax as may be lawfully imposed.

Payment of Taxes/duties shall not be made separately in any case.

For goods/services supplied from outside the Purchaser’s country, the Supplier shall be entirely responsible for all taxes, duties, stamp duties, license fees, and other such levies imposed outside the Purchaser’s country.

1.24 Performance Security

The Supplier shall, within twenty eight (28) days of the notification of Contract award, provide a Performance Security for the due performance of the Contract in the

amounts and currencies specified in the SCC.

The Purchaser shall at its sole discretion invoke the Performance Security and appropriate the amount secured there under, in the event that the Supplier commits any delay or default in Services rendered or commits any breach of the terms and conditions of the Contract.

The Performance Security shall be denominated in the currencies of the Contract, and shall be in one of the forms stipulated by the Purchaser in the SCC.

The Performance Security shall be discharged by the Purchaser and returned to the Consultant not later than twenty-eight (28) days following the date of completion of the Supplier’s performance obligations under the Contract, unless specified

otherwise in the SCC. 1.25 Intellectual Property

Purchaser shall own and have a right in perpetuity to use all newly created

Intellectual Property Rights which have been developed solely during execution of this Contract, including but not limited to all Source code, Object code, records, reports, designs, application configurations, data and written material, products,

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specifications, reports, drawings and other documents which have been newly created and developed by the Supplier solely during the performance of Related Services and for the purposes of inter-alia use or sublicense of such Services under this Contract. The Supplier undertakes to disclose all such Intellectual Property Rights arising in performance of the Related Services to the Purchaser and execute all such agreements/documents and file all relevant applications, effect transfers and obtain all permits and approvals that may be necessary in this regard to effectively transfer and conserve the Intellectual Property Rights of the Purchaser. To the extent that Intellectual Property Rights are unable by law to so vest, the Supplier assigns those Intellectual Property Rights to Purchaser on creation.

The Supplier shall be obliged to ensure that all approvals, registrations, licenses, permits and rights etc. which are inter-alia necessary for use of the goods supplied / installed by the Supplier (if any), as part of the service obligations under the present contract, shall be acquired in the name of the Purchaser, and the same may be assigned by the Purchaser to the Supplier solely for the purpose of execution of any of its obligations under the terms of this Contract. However, subsequent to the term of this Contract, such approvals, registrations, licenses, permits and rights etc. shall endure to the exclusive benefit of the Purchaser.

The Supplier shall ensure that while it uses any software, hardware, processes, document or material in the course of performing the Services, it does not infringe the Intellectual Property Rights of any person and the Supplier shall keep the Purchaser indemnified against all costs, expenses and liabilities howsoever, arising out any illegal or unauthorized use (piracy) or in connection with any claim or

proceedings relating to any breach or violation of any permission/license terms or infringement of any Intellectual Property Rights by the Supplier or its personnel during the course of performance of the Related Services. In case of any

infringement by the Supplier, the Supplier shall have sole control of the defence and all related settlement negotiations.

Subject to above sub-clauses, the Supplier shall retain exclusive ownership of all methods, concepts, algorithms, trade secrets, software documentation, other

intellectual property or other information belonging to the Supplier that existed before the effective date of the contract.

1.26 Confidential Information

Consultant/Consortium and the personnel of any of them shall not either during the term or after the expiration of this contract, disclose any proprietary or confidential information relating to the Project, the Services, this Contract or the Owner’s business or operations without the prior written consent of the owner.

The Purchaser shall not use such documents, data, and other information received from the Supplier for any purposes unrelated to the Contract. Similarly, the Supplier shall not use such documents, data, and other information received from the

Purchaser for any purpose other than the design, procurement, or other work and services required for the performance of the Contract.

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The obligation of a party under this clause, however, shall not apply to information that:

(a) The Purchaser or Consultant need to share with the institutions participating in the financing of the Contract;

(b) now or hereafter enters the public domain through no fault of that party;

(c) can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party; or (d) Otherwise lawfully becomes available to that party from a third party that has no obligation of confidentiality.

The above provisions of GCC Clause shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the date of the Contract in respect of the Supply or any part thereof.

The provisions of GCC Clause shall survive completion or termination, for whatever reason, of the Contract.

1.27 Subcontracting

Selected Consultant shall not be permitted to subcontract any part of its obligations under the Contract with IIMA.

1.28. Service Quality

The Purchaser may reject any Service rendered or any part thereof that fail to conform to the specifications.

The Supplier shall take measures necessary to meet the specifications at no cost to the Purchaser.

1.29. Liquidated Damages and Penalty

Except as provided under GCC Clause 1.32, if the Supplier fails to perform any or all of the Services within the period specified in the Contract, the Purchaser may without prejudice to all its other remedies under the Contract, deduct from the Contract

Price, as liquidated damages, a sum equivalent to 0.5% of the value of the Services, supplied beyond stipulated delivery schedule for each week or part thereof of delay until actual performance, subject to a maximum of 10% of value of such services. 1.30. Liability / Indemnity

The Supplier hereby agrees to indemnify the Purchaser, for all conditions and situations mentioned in this clause, in a form and manner acceptable to the

Purchaser. The supplier agrees to indemnify the Purchaser and its officers, servants, agents (“ Purchaser Indemnified Persons”) from and against any costs, loss,

damages, expense, claims including those from third parties or liabilities of any kind howsoever suffered, arising or incurred inter alia during and after the Contract period out of:

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(a) any negligence or wrongful act or omission by the Supplier or its agents or

employees or any third party associated with Supplier in connection with or incidental to this Contract; or

(b) any infringement of patent, trademark / copyright or industrial design rights arising from the use of the supplied Goods and Services or any part thereof. The Supplier shall also indemnify the Purchaser against any privilege, claim or assertion made by third party with respect to right or interest in, ownership,

mortgage or disposal of any asset, property, movable or immovable as mentioned in any Intellectual Property Rights, licenses and permits Without limiting the generality of the provisions of this article and the Supplier shall fully indemnify, hold harmless and defend the Purchaser Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Purchaser Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any Goods, Services, information, design or process supplied or used by the Supplier in performing the Supplier’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Supplier shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Goods or Services, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Supplier shall promptly make every reasonable effort to secure for the Purchaser a license, at no cost to the Purchaser, authorizing continued use of the infringing work. If the Supplier is unable to secure such license within a reasonable time, the Supplier shall, at its own expense, and without impairing the specifications and standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.

Survival on Termination:

The provisions of this Clause 1.30 shall survive Termination. Defence of Claims:

If any proceedings are brought or any claim is made against the Purchaser arising out of the matters referred to in GCC Sub-Clause the Purchaser shall promptly give the Supplier a notice thereof, and the Supplier may at its own expense and in the Purchaser’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

If the Supplier fails to notify the Purchaser within twenty eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Purchaser shall be free to conduct the same on its own behalf.

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The Purchaser shall, at the Supplier’s request, afford all available assistance to the Supplier in conducting such proceedings or claim, and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing.

1.31 Limitation of Liability

Except in cases of gross negligence or wilful misconduct

(a) neither party shall be liable to the other party for any indirect or consequential loss or damage, loss of use, loss of production, or loss of profits or interest costs, provided that this exclusion shall not apply to any obligation of the Supplier to pay liquidated damages to the Purchaser; and

(b) the aggregate liability of the Supplier to the Purchaser, whether under the

Contract, in tort, or otherwise, shall not exceed the amount specified in the Contract Price. Provided that this limitation shall not apply to the cost of repairing or replacing defective equipment, or to any obligation of the Supplier to indemnify the Purchaser with respect to patent infringement.

1.32 Change in Laws and Regulations

Unless otherwise specified in the Contract, if after the date of the Invitation for Bids, any law, regulation, ordinance, order or bylaw having the force of law is enacted, promulgated, abrogated, or changed in the place of the Purchaser’s country where the Site / area of work is located (which shall be deemed to include any change in interpretation or application by the competent authorities) that subsequently affects the Delivery Date, then such Delivery Date shall be correspondingly increased or decreased, to the extent that the Supplier has thereby been affected in the

performance of any of its obligations under the Contract. 1.33 Force Majeure

For the purposes of this Contract, “Force Majeure” means an event which is beyond the reasonable control of a Party, and which makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse weather

conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by government agencies. Force Majeure shall not include:

(a) Any event which is caused by the negligence or intentional action of a Party or such Party’s Sub consultants or agents or employees, nor

(b) Any event which a diligent Party could reasonably have been expected to both (i) take into account at the time of the conclusion of this Contract, and (ii) avoid or overcome in the carrying out of its obligations hereunder.

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The failure of a Party to fulfil any of its obligations hereunder shall not be considered to be a breach of, or default under, this Contract in so far as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative

measures, all with the objective of carrying out the terms and conditions of this Contract.

A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfil its obligations hereunder with a minimum of delay.

A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, and in any event not later than fourteen (14) days

following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.

The Parties shall take all reasonable measures to minimize the consequences of any event of Force Majeure.

The decision of the Purchaser with regard to the occurrence, continuation, period or extent of Force Majeure shall be final and binding on the Supplier.

Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

Not later than thirty (30) days after the Consultant, as the result of an event of Force Majeure, have become unable to perform a material portion of the Services, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances.

1.34 Change Orders and Contract Amendments

The Purchaser may at any time order the Consultant through Notice in accordance GCC Clause 1.12, to make changes within the terms and conditions of this Contract, including any modification of the scope of the Services.

If any such Change Order causes an increase or decrease in the cost of, or the time required for, the Supplier’s performance of any provisions under the Contract, an equitable adjustment shall be made in the Contract Price or in the Delivery and Completion Schedule, or both, and the Contract shall accordingly be amended. Any claims by the Consultant for adjustment under this Clause must be asserted within twenty-eight (28) days from the date of the Supplier’s receipt of the Purchaser’s Change Order.

No variation or modification of the terms of the contract shall be made except by written amendment signed by the parties.