T E N D E R D O C U M E N T Open Tender No. Metro/T-Coml./CP

T E N D E R D O C U M E N T

Open Tender No. Metro/T-Coml./CP/Chemist Stall/8/2015

The President of India, Acting Through the Chief Operations Manager, Metro Railway, Kolkata

I/We ______have read the various conditions of Tender attached hereto and hereby agree to abide by the said conditions. I/We also agree to keep this tender open for acceptance for a period of 90 days, from the date fixed for opening of the same or for a further period as may be mutually agreed upon and in default thereof, I/We shall be liable for forfeiture of my/our Earnest Money(s) of ______.00 in full. I/We offer to take the exclusive license for running of Chemist Stalls at the areas of Metro Railway locations as specified in Annexure – I of this Tender paper in consideration of the works detailed in the schedules as per estimated rate(s) quoted vide Clause 19.0 of the terms and conditions of the tender for a initial period of five(5) years. I/We also hereby agree to abide by all terms and conditions as laid down by the Metro Railway in this Tender Document.

1.0 (i) A sum of ______.00 furnished in prescribed form and sent herewith as Earnest Money mentioned above.

(ii) If I/We do not deposit the Security Deposit as mentioned in Clause 4.0 of the terms and conditions of this tender, in the prescribed form within thirty (30) days from the date of issue of Letter of Acceptance (LOA), then :

(a) The full amount of the Earnest Money shall stand forfeited to the Metro Railway and; (b) Besides forfeiture of Earnest Money as stated in Para 1.0(ii)(a) above, I/We shall be deemed to have committed breach of contract and thus I/We shall be liable for such penal measure as prescribed in Clause 3.3 of the terms and conditions of the Tender Documents.

(iii) If I/We do not commence the work within thirty(30) days from the date of issue of LOA, Metro Railway Authority shall be entitled to take such penal measures as stated in Clause 15.2 of the terms and conditions of the Tender Document.

(iv) Until a formal Agreement is prepared and executed, acceptance of this tender, subject to modification as may be mutually agreed upon between us and indicated in the Letter of Acceptance (LOA) for this work, shall be final and binding.

Tenderer(s) Address : Signature of Tenderer(s) with Seal

______Date :

______Signature of Witness:

______(1) ______

Tel No. ______(2) ______

Terms and conditions of the Tender

1.0 Instructions to Tenderers :

1.1 The Licensee will be given the right for installation, maintenance & running of Chemist Stalls in locations & areas available for the purpose, the details of which are at Annexure – I. 1.2 The specific site for putting up Chemist Stalls indicated by the Metro Railway Administration is at Annexure - I. 1.3 The total area shown in the Annexure - I is subject to marginal variation while specifying the sites. 1.3.1 The participating tenderers are advised to visit sites of the offered locations (Annexure – I) for setting up of Chemist Stalls and acquaint themselves with the conditions and expected quantum of work in their own interest before submitting their offer. For this, the tenderers may contact Commercial Publicity Cell, Office of the Chief Operations Manager, 7th floor, Metro Rail Bhavan, Metro Railway, 33/1 J L Nehru Road, Kolkata – 700071. 1.4 The licensee will not occupy space in excess of the area and location other than specified in Annexure – I for the purpose. 1.5 If it is found that the licensee has occupied without permission in excess of the specified area mentioned at Annexure - I, he would be required to remove the same at his own cost within 48 hours of the notice served upon the said Licensee for this purpose by the Administration, and would be liable to pay damages as may be fixed by the administration for violation of the terms and conditions of the Agreement. 1.6 Every tenderer is required to sign & stamp in every page of the tender document, terms and conditions of the tender, draft agreement paper and Annexures to the tender form as token of acceptance of the terms & conditions and location(s) and the same has to be submitted along with their offer. 1.7 The successful tenderer(s) has to sign the Agreement within 60(sixty) days from the issuance of Letter of Acceptance(s) failing which the offer will be treated as withdrawn. In such cases, Security Deposit will be forfeited. 1.8 Conditional Offer : 1.8.1 Metro Railway will not accept tender wherein conditional offer have given. Such conditional offer will be out rightly rejected and earnest money will be forfeited. 1.8.2 The tenderer shall hold the offer open for a period of 90 days from the date fixed for the opening of the same and will extend the same for further period as specifically asked for by Metro Railway. 1.8.3 The estimated rate should be filled legibly in ink, in figures as well as in words. A tender containing any erasures or alteration in the tender documents or any over writing is liable to be declared invalid at the sole discretion of Metro Railway. 3

1.8.4 If the tenderers deliberately give wrong information in their tender or create circumstances for acceptance of their tender, Metro Railway administration reserves the right to reject such tenders at any time. 1.8.5 In the case of a firm of more than one person the names of the partners must be filled in above and tender signed by one of the partners and should sign first the firm’s name and underneath his own name in full as partner and copy of partnership deed should be submitted along with the tender. 1.8.6 In the case where a tender is signed by a person or a partner of a firm for and on behalf of the proprietors or other partners of the firms, the tenderer undertakes the whole responsibility in respect of the authority in favour of such person as are referred to above that he signs the tender to bind the firm and he shall produce a power of attorney issued in favour of the signatory by the properties/partners of the firm along with the tender. 1.8.7 The tenderer should clearly specify whether the tender is submitted on his/her own behalf on partnership concerned. He/She should submit the certified copy of partnership deed along with the tender and authorization to sign the tender documents on behalf of partnership concerned. In case of a company, the certified copies of Memorandum and Articles of Association with power of Attorney to sign the Tender Documents should be submitted. If the documents are not enclosed along with tender documents, the tender will be treated as having been submitted by individual signing the tender documents. The Railway administration will not be bound by any power of attorney granted by the tenderer or by changes in the composition of the firms made subsequent to the execution of the contract. It may, however, recognize such power of attorney and changes after obtaining proper advice, the cost of which will be chargeable to the licensee. 1.8.8 If a tenderer expires after the submission of his tender or after the acceptance of his tender the Railway shall deem such tender as cancelled. If a partner of a firm expires after the submission of their tender or after acceptance of their tender, the Railway shall deem such tender as cancelled unless the firm retains its character.

2.0 Tenure of license and payment of license fee :

2.1 The tenure of license shall be for a period of five (5) years on and from thirty(30) days from the date of issue of the Letter of Acceptance (LOA).

2.2 The annual licence fees, as agreed upon in the first year however, shall be increased by 10% every succeeding year over that of the previous year. The license may be extended [beyond the initial period of five(5) years] for a further period not exceeding three(3) more years (only one time) on year to year basis by mutual consent on the same terms and conditions. The escalation of licence fee for the sixth, seventh and eighth year will

be at least @10% over the previous year’s licence fee or the rate as will be applicable at that material time to be decided by the Metro Railway Administration.

3.0 Earnest Money : 3.1 Tender will have to be submitted along with Earnest Money in any of the acceptable form as described in Clause 7.0 of the Tender Notice drawn in favour of ‘FA & CAO, Metro Railway, Kolkata’, failing which the tender will be summarily rejected. 3.2 Earnest Money of the successful tenderer will stand converted into Security Deposit with the issue of Letter of Acceptance(s) [LOA(s)]. 3.3 Earnest Money even after conversion into a part of Security Deposit shall be forfeited by the Metro Railway if balance of the Security Deposit is not deposited within the period of thirty days (30) days of the issue of Letter of Acceptance(s) [LOA(s)]. Besides forfeiture as stated, the successful tenderer shall be deemed to have committed breach of Agreement and the Metro Railway shall be entitled to recover compensation as described in Clause 15.2 of the terms and conditions of the tender documents. 3.4 Earnest Money of the unsuccessful tenderer(s) shall be refunded within a period of 120 days from the date of acceptance of the tender without any interest.

4.0 Security Deposit :

4.1 The Security Deposit (SD) for this license will be @5% of the total licence fee payable during the five(5) years contractual period and derived on the basis of rate quoted (for the 1st year) at Annexure - IV of the terms and conditions of the Tender. The balance amount of SD to be paid at a time within thirty(30) days from the date of issue of LOA after adjustment of Earnest Money. In addition to the above, a performance guarantee covering 5% of the total licence fee payable during the five(5) years contractual period should also be submitted in the form of Pay Order/Demand Draft or in the standard format of Bank Guarantee, enclosed herewith at Annexure – V, by the firm within thirty (30) days from the date of issue of LoA. Extension of time for submission of P.G. beyond 30 days and upto 60 days from the date of issue of L.O.A may be given by the authority who is competent to sign the contract agreement. However, a penal interest of 15% per annum shall be charged for the delay beyond 30 days i.e. from 31 days from the date of issue of L.O.A. In case the Contractor fails to submit the requisite P.G. even after 60 days from the date of issue of L.O.A., the contract shall be terminated duly forfeiting EMD & SD and other dues, if any payable against that contract. The failed Contractor shall be debarred from participating in re-tender for that work.

4.1.1 The value of P.G. to be submitted by the Contractors will not change for variation upto 25% (either increase or decrease). In case, during the tenure or during the extended period, value of the contract increases by more than 25% of the original contract value,

an additional Performance Guarantee amounting to 5% for the excess value over the original contract value shall be deposited by the Contractor. 4.1.2 The validity of the same should cover the entire period of license of three(3) years plus sixty(60) days beyond that. 4.1.3 The Performance Guarantee shall be released after successful completion of the license period and issue of ‘No Claim’ certificate by the licensee. 4.2 It is further stated that the Bank Guarantee to be submitted by the licensee should be sent to Metro Railway, Kolkata directly by the issuing Bank under Registered Post(A.D.). 4.3 The Security Deposit and Bank Guarantee will be released without any interest after completion of the license period and issue of ‘No Claim Certificate’ by the licensee. 4.4 If for any reason the amount of Security Deposit falls short of the required amount on account of recovery of damages costs etc. in terms of provisions of Clause 17.0 hereunder, the licensee shall be requested by a notice of not less than seven (7) days to replenish the Security Deposit by further deposit of such amount by which it has fallen short of such required amount. 5.0 Annual License Fee : 5.1 The successful tenderer shall have to pay the net amount of Annual License Fee for the first year, in full, within seven(7) days of the date of issue of Letter of Acceptance for the contract. In case of failure on the part of the licensee to do so, the license shall be terminated at the risk and cost of the defaulting licensee and the Earnest Money & Security Deposit is liable to be forfeited by the Metro Railway, who shall be entitled to issue fresh license in respect of the same locations. Licence fee already paid once, shall not be refunded. 5.2 For 2nd, 3rd, 4th & 5th year, the annual licence fee, with appropriate escalation will have to be deposited in advance before commencement of the following year, or else the Metro Railway Administration will have the right to terminate the license at the risk and cost of the licensee and to discontinue the running of Chemist Stalls forthwith and to remove all materials and vacate the space at the risk and cost of the Licensee and expenses so incurred shall be recoverable from the Licensee by the Metro Railway Administration. Moreover, the Security Deposit and the Bank Guarantee in respect of the performance guarantee will got enchased and fresh contract will be awarded at the risk and cost of the defaulting firm/company/individual. 5.2.1 In addition to above, for failure in making payment of licence fee or any other dues in time during the contractual period by the Licensee, Metro Railway reserves the right to take any action as deemed fit which may include imposition of penal interest at the sole discretion of Metro Railway. 5.2.2 If the contract is extended beyond the initial five year’s contractual period, for 6th, 7th & 8th year also, the annual licence fees with appropriate escalation will have to be deposited in advance before the commencement of the following year, or else Metro Railway reserves the right to terminate the contract by forfeiture of the Security Deposit 6

and the Bank Guarantee in respect of the performance guarantee will got enchased and fresh contract will be awarded at the risk and cost of the defaulting contractor. 6.0 All payments to Metro Railway should be deposited in the form of Banker's Cheque/Pay Order/Demand Draft only drawn in favour of ‘FA & CAO, Metro Railway, Kolkata’. No personal cheque of the licensee shall be acceptable to Metro Railway as per extant rule.

6.1 Licensee(s) will get clearances for running of Chemist Stalls from statutory/competent authority and will also pay all taxes etc. imposed by the authorities acting on behalf of State Govt., Central Govt. and local body.

7.0 Extent of the Licensees' Rights and Obligations : 7.1 The Licensee is permitted to engage other companies/concerns/agencies of their choice for executing any job for fabrication, installation and running of Chemist Stalls intending to promote sale of commodity of service, executing any job for designing, fabricating, painting, fixing & lighting of the Chemist Stalls. At no time assignment of exclusive license for running of Chemist Stalls to any other person/company/firm/agency for the purpose of execution of any contract within the ambit of this license, will be entirely at the risk & cost of the licensee. All statutory obligations towards labourers engaged by the licensee or his agent shall be the sole responsibility of the licensee. Metro Railway administration shall not be liable for any claim arising out in this respect. 7.2 To follow the terms and conditions without any deviation and to clear all dues to the Railways, in time. 7.3 The licensee shall have to obtain Permission/License from the Municipal Authority/Govt. Deptt./statutory governing body for running of Chemist Stalls and pay directly to the concerned authority any fee, rate, tax or other charges where levied or becomes leviable in due course of time wherever applicable. 7.3.1 It will be the sole responsibility of the Tenderer to pay operational tax/statutory tax etc., if any imposed by the authority acting on behalf of Court/State Govt./Central Govt./Local bodies/statutory bodies/Municipality etc. Metro Railway Administration shall not be liable for payment of any such fees, rates, taxes or other expenses or reimbursement of any payment made in this behalf by the Licensee. 7.4 All Statutory Obligations towards Labourers engaged by the Licensee or his Agent shall be the sole responsibility of the Licensee. The Licensee shall comply with the provision of the Contract Labour (Regulation and Abolition) Act 1970 and the Contract Labour (Regulation and Abolition) Central Rules, 1971, as modified from time to time, wherever applicable and shall also indemnify the Railways from and against any claims under the aforesaid Act and the Rules. The licensee shall obtain a valid license under aforesaid Act

as modified from time to time before the commencement of the license and shall continue to have a valid license until the completion of the license. 7.5 The Licensee shall comply with the provisions of the Minimum Wage Act 1948. The licensee shall pay to labours employed by him directly or through sub-licensees, the wages as per provision of the afore-said act and the rules and provision of the Minimum Wages Act wherever applicable. 7.6 The Licensee shall comply with the provisions of the Payment of Wages Act 1936.

7.7 The Agency/Company/Firm shall fulfill all statutory requirements for installations and operations of the kiosk. 7.8 Stationeries etc. to be used for the purpose of selling medicines etc. shall have to be disposed off, by the representative of the firm/company/individual itself out side the Metro Railway premises, at the cost and manpower of the Agency preferably at frequent intervals, keeping in view the aspects of hygiene, cleanliness, aesthetics and standards of Metro Railway. Under no circumstances, accumulation of the same in the station premises shall be tolerated. Any deviation on this account shall be viewed seriously and the license will be dealt as per provisions narrated under Clause 15.2.

7.9 To guard against fire hazards, fire proof materials are to be used for installation of the Chemist Stalls. In addition to this, adequate no. of fire extinguishers are to be kept ready for combating fire on account of short circuit in the Chemist Stalls.

7.10 Hygiene/Cleanliness of the concourse area will be maintained by the firm/company/individual. In case of their failure on these points a suitable penalty will be imposed as deemed fit by Metro Railway for causing any sort of unhygienic condition.

7.11 Medicines/pharmaceutical products (without expiry), babyfoods, health drinks/supplements, surgical instruments/appliances or any products related with healthcare intended to be sold by the firm/company/individual at the stations permitted should give guarantee of being genuine and should in no way be hazardous in nature and should not affect the health of the public. Proper license of the medicines and other products related with healthcare intended to be sold by the firm/company/individual at the stations permitted should be obtained from the statutory/Govt. bodies or as required for the purpose. The design, matter, language and colour scheme of the Chemist Stalls will have to be approved in advance by Metro Railway Administration. The Metro Railway administration reserves the right to refuse any Chemist Stall if the same is considered unsuitable for installation on certain sites and no appeal/correspondence on this issue will be entertained.

7.12 The requisite license for operation of Chemist Stalls should be obtained by the agency as per statute in vogue and Metro Railway will have no responsibility for the same.

7.13 Additional care should be taken by the agency so that movement of public/commuters are not obstructed anyway in the Railway premises. Metro Railway will not be responsible for any hazards faced by the licensee in running of Chemist Stalls. Metro Railways name should not be used for any business transaction.

7.13.1 The Chemist stalls so permitted should predominantly display “Red Cross” sign so as to draw attention of the passengers/public. 7.14 On receipt of the Letter of Acceptance(s) [LOA(s)], all payments are required to be made/should be cleared to the Metro Railway within the timeframe stipulated and the proposal for installation of Chemist Stall(s) is/are to be submitted with detailed Engg. Plan, drawing and design. The licensee shall start execution of the work of Chemist Stalls at the allotted space only after depositing necessary License Fee, Security Deposit & Bank Guarantees in full and submission of Engg. Plan, drawing and design. If the firm does not turn up after issue of LOA, the full amount of Earnest Money will be forfeited and Railway administration will be at liberty to float fresh tender/award contract at the risk and cost of the defaulting tenderer/firm/agency. 7.15 The Chemist Stalls should be installed under the supervision of respective SS & TI of Optg. Deptt. of Metro Railway, Kolkata or their authorised representative after fulfilling the suggestion of Engg. Deptt., if any. The licensee should submit a joint report (signed by the licensee and representatives of Optg. & Engg. Deptts.) after commencement of the license clearly specifying the actual area utilized. Additional care should be taken by the Licensee while installing their Chemist Stalls. It should be ensured that the safety and movement of commuters/public are not infringed. 7.16 The installation & maintenance work of the Chemist Stalls should be undertaken and completed during Non-Commercial/Commercial hours, after obtaining valid work permission from Office of the Chief Operations Manager, 7th floor, Metro Rail Bhavan, Metro Railway, Kolkata. To enable this office for issue of such permission, the licensee shall submit the names of workmen, their age and addresses who will undertake the installation/maintenance work at different stations and so also for security clearance, at least seven(7) days in advance, in the format enclosed at Annexure - III, before commencement of the proposed work.

7.17 The Chemist Stalls should not block the passage for free movement of the passengers. It should be ensured that aesthetics and feeling of openness at stations are duly catered for. The stalls should not interfere with visibility of Railway signages and should not adversely affect any of the existing facilities.

7.18 Assignment of this license for running of Chemist Stalls, to any other person/company/ firm/agency for the purpose of execution of any other contract within the ambit of this license, will be entirely at the risk and cost of the licensee. 9

7.19 On expiry of the period of contract, the licensee shall remove all the implements/ materials from the Metro Railway premises at their own cost, within fifteen(15) days from the date of expiry of the license and hand over the peaceful possession of the site to the Railway administration. 7.19.1 In the event of termination of contract, the licensee shall also remove all the implements/ materials from the Metro Railway premises and hand over the peaceful possession of the site to the Railway administration at their own cost, within fifteen(15) days from the date of termination of the license, if specifically permitted by Metro Railway. 7.20 In the event of failure on the part of the agency to remove the materials as mentioned in Para 7.19 and 7.19.1 above, Metro Railway administration will be a liberty to remove the same and vacate the space/Chemist Stalls along with all materials and structure at the risk and cost of the agency/licensee and expenses so incurred in the process shall be recoverable from the Agency by the Railway Administration. 7.20.1 Further on expiry of the license and after closing the Chemist Stalls if the agency fails to hand over the site to Metro Railway, they shall be liable to pay occupation fees from the date of expiry/termination of the license to the date of physical removal of the same on prorata basis and the agency shall be permitted to remove its belongings/materials only when it has paid all the charges due to Metro Railway. 7.20.2 In case the agency fails to install Chemist Stall at any of the station(s) within the specified period, for reasons entirely attributable to the agency, they will still be liable to pay the licence fee for the entire period of contract. Further, in such an event Metro Railway would be free to allot the site to any other agency for installation of Chemist Stall as it deems fit. 7.21 Installation, running and maintenance of Chemist Stalls should be in consistency with the area tabulated at Annexure – I and will be the sole responsibility of the Licensee/agency for ensuring the same. 7.22 Installation and maintenance of the Chemist Stalls will be done with the approval of Metro Railway administration during Non-Commercial/Commercial hours. 7.23 Metro Railway premises will not be available for fabrication of frames and fixtures etc. This will be done by the Licensee at their own cost and premises. 7.24 The Licensee will have to arrange and provide at its own the cost of their fixtures, fittings etc. and arrange for their maintenance also. Fixing should be done in a befitting manner. Further, arrangements shall be such as to ensure that there shall be no fire hazards or commuters obstruction during entry/exit. Only fire proof materials are to be used for installation of Chemist Stalls. 7.25 The licensee will follow the terms and conditions in vogue with out any deviation, and shall be liable to clear all dues payable to Metro Railways, in time.

7.26 Amendments or corrigendum to the agreement from Metro Railway may however be issued as and when necessary and the same shall be binding with the Licensee/Licensees. 7.27 Service Tax @ 14.00 % or current rate is to be paid by the agency/firm on each year’s Licence Fee in extra. 8.0 Railway Administration’s (Licensor’s) Rights and Obligations:

8.1 Metro Railway, Kolkata reserves the right to exclude any space at its sole discretion, if the space is required for some other purpose including property development. 8.2 Metro Railway reserves the right to claim and realize all the dues/unrealized payments/Penalties against the Licensee. 8.3 The Metro Railway administration will not be responsible for any theft, loss, damage or destruction or any acts of God thereby resulting non-running of Chemist Stalls and no extension or any substitute site will be given on this account. 8.4 Periodical inspection will be conducted by Metro Railway Administration and jointly with the licensee, if considered necessary. On notice of discrepancies/failure to carry out the instructions issued by Metro Railway administration by the licensee, within a reasonable time, may compel the Metro Railway administration to impose a fine of 5,000/- per irregularity. 8.5 Metro Railway will provide all the benefits and co-operation as per terms and conditions and shall also include: (i) To allow the Licensee to enjoy his/their rights under the License till expiry unless otherwise specified/required to do so. (ii) To resolve and settle any dispute, amicably, if arises during the licensed period within the ambit of terms and conditions of this license, without incurring any financial loss to Metro Railway.

8.6 Right of Metro Railway Administration to reject the Tender :

8.6.1 The Metro Railway reserves the right to reject any or all the tenders without assigning any reason thereof. The decision of the Metro Railway Administration in this regard shall be final and binding. 9.0 Termination of License : 9.1 The Metro Railway Administration reserves the right to terminate the license without assigning any reason thereof at any time by giving one month’s notice provided that in exigencies, as decided by Metro Railway administration, the licence may be terminated forthwith and the licensee shall not be entitled to receive any compensation other than the proportionate refund of the licence fee deposited in addition to the Security Deposit without any interest.

9.1.1 If any area included in the contract is subsequently required by the Metro Railway Administration the same should be vacated forthwith and alternate area will be compensated based on the feasibility of the Metro Railway Administration. However, the shifting costs, for such instances, shall have to be borne by the Agency. 9.2 In the event of failure on the part of the licensee to make payment of amount or any other charges due to the Metro Railway Administration or for violation of any of the terms and conditions of the license, the Metro Railway Administration will have the right to terminate the license at the risk and cost of the licensee and to discontinue running of the Chemist Stalls forthwith, and vacate the land, remove all materials, structures of the Chemist Stalls and other materials of the licensee without prejudice to any other rights and remedies available to it and expenses so incurred shall be recoverable from the agency by the Metro Railway administration. Moreover, the Security Deposit and the Bank Guarantee in respect of the performance guarantee will be got enchased and fresh contract will be awarded at the risk and cost of the defaulting contractor. 9.2.1 In addition to above, for failure in making payment of licence fee or any other dues in time during the contractual period by the Licensee, Metro Railway reserves the right to take any action as deemed fit which may include imposition of penal interest at the sole discretion of Metro Railway. 9.3 If the contract is terminated on administrative ground, in that case, the licensee shall not be entitled to receive any compensation other than the proportionate refund of the licence fee deposited, in addition to the Security Deposit without any interest.

9.4 If the contract is terminated due to breach of contract conditions, the licensee shall not be entitled to receive any compensation or any refund of licence fee. In addition to this, the full amount of Security Deposit shall stand forfeited along with imposition of other remedial measures, as may be deemed fit. 9.5 If the licensee desires to discontinue the license, advance intimation of three (3) months before the commencement of next license period should be submitted before the administration and licence fee for the above period should be paid. Moreover, the full amount of security deposit and performance guarantee shall be forfeited since discontinuation of the license tantamount to breach of contract. 10.0 Manner of execution of work :

10.1 The licensee shall ensure that no damage is caused to Metro Railway structures while executing any item of the job under the license and the mode of execution of work should not endanger the safety in train as well as station operation in any way. 10.2 Free passes for rail journey shall not be granted.

10.3 The licensee shall ensure that no inconvenience is caused to the passengers while executing the work.

11.0 Statutory Compliance :

11.1 The licensee shall remain responsible for complying the statutory provisions including Service Tax etc. as may be applicable from time to time. Metro Railway Administration shall not be liable for non-compliance of the above.

12.0 Terms & Conditions for availing Electricity connections :

12.1 The terms & conditions for availing electric connection from Metro Railway’s distribution system are at Annexure – II, enclosed herewith. 12.2 Furthermore, the existing overaged/defective wirings at specific locations to be got totally replaced with FRLS cables/wires as per IS specified at Item 9 appearing under Para 3.2(h) of Annexure – II.

13.0 Commencement of License :

13.1 The date of commencement of the license will be reckoned on and from thirty(30) days from the date of issue of the Letter of Acceptance (LOA).

14.0 Arbitration Clauses : 14.1 (a) In the event of any question, disputes of difference arising under these conditions or any special conditions of this agreement or in connection with agreement (except as to any matter the decision of which is specially provided by this agreement or special conditions) the same shall be referred to the sole arbitrator of a Gazzetted Railway Officer appointed to be the Arbitrator by the General manager, Metro Railway, Kolkata. The Gazzetted Railway Officer to be appointed as arbitrator however will not be one of those who had an opportunity to deal with the matters to which the agreement relates or who in the course of this duties as Railway servant have expressed views on all or any of the matters under disputes or difference. The award of the Arbitrator shall be final and binding on the parties to this agreement. (b) In the event of the Arbitrator dying, neglecting or refusing to act or resigning or being unable to act or any reason, or his award being set aside by the Court for any reasons, it shall be lawful for the authority appointing the Arbitrator to appoint another Arbitrator in place of the outgoing Arbitrator in the manner aforesaid. (c) It is further in terms of the agreement that no person other than the person appointed by the authority as aforesaid should act as arbitrator and that if for any reason that is not possible, the matter is not to be referred to arbitration at all. (d) The Arbitrator may from time to time with the consent of all parties to the agreement extend the time for making the award. (e) Upon every and any such reference, the assessment of the cost incidental to the reference and award respectively shall be in the discretion of the Arbitrator.

(f) Subject as aforesaid, the Arbitration and Conciliation Act’ 1996 and the rules thereunder, and any statutory modification thereof for the time being in force shall be deemed to apply to the arbitration proceedings under these clause. (g) The venue of the arbitration shall be the place from which the acceptance letter is issued or such other place as the Arbitrator at his discretion may determine. (h) In this clause, the authority to appoint the Arbitrator includes, if there be no such authority, the officer who is for the time being discharging the function of that authority whether in addition to other functions or otherwise. 14.2 Subject to the terms & conditions contained in this Tender document, the terms & conditions and stipulations of Indian Railways General Conditions of Contract July 2014 as may be modified from time to time through latest correction slips, shall govern the Contract. 14.3 The licensee shall be governed by the Laws of India for the time being in force. 14.4 The licensee shall comply with provisions of the Contract Labours (Regulation and Abolition) Act, 1970 and Contractors Labours (Regulation and Abolition) Contract Rules,1971 as modified from time to time; whereas applicable and shall also indemnify the Metro Railway from and against any claims under the aforesaid Act and the rules. The licensee shall obtain a valid licence under aforesaid Act as modified from time to time before the commencement of the license and shall continue to have a valid license until the completion of the license. 14.5 The licensee shall pay to labourers employed by him directly on through sub-licensees, the wages as per provision of the afore-said act and the rules and provision of the minimum wages act whereas applicable and Metro Railway have no responsibility on this score. 15.0 Recovery of Damages : 15.1 If the licensee, while executing any item of the job under the license damages Metro Railway structures, Metro Railway Administration will be entitled to serve 48 hours notice on the licensee and to obtain such services from any other person/firm/company at the risk and cost of the licensee. The licensee shall be liable to reimburse the cost incurred by the Metro Railway to obtain such services, failing which the cost so incurred by the Metro Railway shall be recovered from the Security Deposit of the licensee. 15.2 Penalty : 15.2.1 The Licensee shall be liable to pay @5% of the annual licence fee subject to a minimum of 5,000/- for violation of each of the following acts and omissions in addition to legal action : (a) Not following the instructions by the Metro Railway Administration; (b) Dishonoring of Draft; (c) Any staff of licensee found in drunken condition/indulging in bad conduct;

(d) For any staff of the licensee found creating nuisance on duty; (e) Any other violation as decided by competent authority.

16.0 Indemnity :

16.1 If any direct or indirect loss damage or injury is suffered, sustained or incurred by the Metro Railway Administration during the tenure of license, the Metro Railway administration reserves the right to recover the value of such loss/damage from the licensee by adjustment with the security deposit or otherwise without prejudice to any other legal remedy that the Metro Railway may consider fit and proper to take against the licensee and also without prejudice to Metro Railway's right to recover damages under other terms and conditions of this license. 16.2 The licensee shall indemnify the Metro Railway Administration against any charge, action, damage caused to or likely to be caused to the Metro Railway any time during the period of license and till clearance of the site of kiosks etc. by the third party engaged by the licensee in connection with the said work. 16.3 The licensee shall indemnify by executing the non-judicial stamp paper of 50.00 (or as applicable from time to time) in the proforma to be supplied by the Metro Railway Administration for execution by the licensee for indemnifying the Metro Railway in terms of Clause 16.2 stated above, on the date of execution of Agreement. 17.0 Jurisdiction : 17.1 In case any dispute or difference other than Arbitration shall arise between the parties during the pendency of the contract or after its termination or earlier determination as to its meaning and construction or to any other matter or thing arising directly or indirectly under the contract then and in such an event the same shall be subject to the exclusive jurisdiction of Courts at Kolkata. 18.0 Safety : The licensee shall warn all its workmen about maintaining safety standards while working in the Metro Railway premises. 19.0 Schedule of Quotation :

19.1 The estimated rates should be quoted both in words and figures and in case of any dispute or difference in quoted rates, the rates quoted in words will be considered. 19.2 Quotations for tender under this license shall be submitted in the proforma enclosed at Annexure – IV, under clear signature of the Tenderer. Financial evaluation shall be done as per the quoted estimated rate(s) per sq.ft. per annum, for each Chemist Stall, as stated in Annexure – IV.

Annexure – I

Site Station Location Area Estimated Rate Earnest Money No. (sq.ft.) [per sq.ft.per to be deposited annum] ( ) ( ) 1 Mahanayak Shop No. 6 in the south end 137.190 2112.00 35380.00 Uttam Kumar circulating area, beside ATM of M/s. SBI 2 Shop No. 7 in the south end 151.457 2112.00 39060.00 circulating area, beside Shop

No. 6 3 Shop Nos. 15 & 16, on the right 263.83 2112.00 68040.00 hand side of main entry/exit in the surface area and beside entrance lobby of stair 4 Shyambazar Shop No. 2 at the South end of 72.581 1571.00 13930.00 Shyambazar Metro station beside Gate No. 4 5 Shop No. 8 at the South end of 62.947 1571.00 12080.00 Shyambazar Metro station beside Gate No. 4 6 Gate No. 1 of Shyambazar Metro 355.212 1571.00 68140.00 Railway station near 5 point crossing 7 Esplanade At the back portion of Peerless 136.544 2364.00 39420.00 Inn Hotel’s dispersal and Grand Hotel’s dispersal facing South 8 At the back portion of Peerless 136.544 2364.00 39420.00 Inn Hotel’s dispersal and Grand Hotel’s dispersal facing North

Annexure – II

Terms and Conditions for availing supply of Electricity to outsiders From Metro Railway’s distribution System.

Electricity connection may be provided to working Contractors of Metro Railway, from Metro Railway’s Distribution System subject to the following Terms & Conditions.

1.0 Eligibility : 1.1 The work must be done by a working contractor having electrical license. The application seeking electric supply connection should be submitted at least 15 days prior to the anticipated date of use. 1.2 The Electricity shall be used for the purpose mentioned in the contract. 1.3 The copy of letter of Intent/letter of acceptance should be submitted along with the application for electrical connection. 1.4 The location where power is required for shall be within Metro Premises.

2.0 Availability of Power : 2.1 Power connection shall be given only from nearest LT Panel switch room/Distribution Boards at Metro station where the power is separable at that location subject to technical feasibility. 2.2 CEE/Metro Railway, reserves the right to reject the Application for power supply connection.

3.0 Procedure for Electrical Installation/drawing (By the Contractor) : 3.1 The Contractor shall make all terminal arrangements to receive supply from nearest LT Panel switch room at Metro station by providing MCCBs, MCB’s, Switches of adequate Capacity, circuit protected by an RCCB (Residual Current Circuit Breaker) of 30 mA sensitivity and a certified Electronic Energy Meter.

3.2 Electrical Circuit drawing/ hand’s sketch of the installations to be provided by the contractor and shall be approved by Metro Railway before commencement of the work.

(a) The circuit must have adequate capacity (short circuit 10 KA) MCB.

(b) The circuit must be provided with RCCB of 30 mA sensitivity.

(d) The equipments / gadgets must be used minimum three stars BEE rating including AC’s, fans etc. (e) Only energy efficient lights to be used. (T-5/ CFLs or LED Based etc.).

(f) Isolation switch must be provided in assessable condition.

(g) All wiring must be done with FRP conduits.

(h) The type & make of materials / components proposed to be used in the installation should confirm to latest relevant IS. The proposed makes are indicated in the table given below. In case any other make is proposed to be used for justified reasons, prior approval of Metro Railway shall be taken.

Sl. Name of Materials Rating IS/IEC No. Make No. 1 Electronic Energy Meter As applicable IS 13379 or latest. HPL, L&T

2 Compact Fluorescent ---- do --- IS 15111 or latest. Philips, Bajaj, Crompton, GE. Lamp / PL Lamp / T5 etc. 3 MCCB ---- do --- IS 13947-2 or latest, L&T, Siemens, ABB, Hager. IEC 60947-2 or latest GE.

4 MCB ---- do --- IS 8828, IEC 60898., Standard, L&T, Siemens, IEC 60947 or latest ABB, GE.

5 PVC conduit ---- do --- IS 9537 or latest, Presto or similar ISI: marked conduit. 6 Plug Socket & switches ---- do --- IS 3854 or latest, Anchor, Ellora, Bajaj, Havells. 7 RCCB ---- do --- IEC 61009 or latest Siemens, ABB & Hager 8 Ballast (Electronic only) 20 W & 40 W IS 13021 or latest Philips, Bajaj, GE 9 Cable FRLS 1.1 KV grade of IS 694/1990 or latest NICCO, Finolex, Evershine- different size KDK, Gloster, Crystal, Polycab,

3.3 For Installation of the same :

(a) The system of wirings of the installations to be adopted following IS: 694/1990 or latest specification & I.E. Rules.

(b) The wiring throughout the installations shall be such that there will be no break in the neutral wire. Colour cable shall be used for Phase and neutral. Neutral wire should be distinctly marked.

(c) All cable/branches of cable are to be drawn above the false ceiling and should not be visible as far as possible. Master switches controlling essential service circuits shall be clearly labeled. Low voltage wiring running above false ceiling shall be in conduits. Cables are to be tagged by the respective agency for identification.

(d) During installation appropriate care to be taken to avoid fire hazards.

(e) Authorized person should do all wirings and installation of electrically operated machines, under the supervision of competent licensed supervisor.

3.4 All materials, which are to be used for electrical work, must be offered for inspection to Metro Railway Authority, before use. 3.5 Authorized person should do all wirings and installation of electrically operated machines, under the supervision of competent licensed supervisor.

3.6 All installations to be inspected by a competent person at least once in two months to ensure that the installations are safe and in healthy conditions. 3.7 The Contractor shall take care and be fully responsible for his installations in respect of fire safety and associated hazards.

3.8 The Contractor must have portable fire protection device in good working condition for each site. 3.9 No connection will be given unless the installation is inspected and certified by the authorised official from Metro Railway as fit in accordance with the provisions of Indian Electricity Act and Rules.

3.10 Approval of Deputy Chief Electrical Engineer (M) is necessary before energisation. 3.11 No modification or extension of the work in Electrical wiring must be done without the prior approval of the Metro Railway Authority. 18

4.0 Interruptions to Power Supply : 4.1 Metro Railway shall not be responsible for any stoppage, failure, diminution or irregularity in the supply of energy by whatever cause and the Contractor shall not be entitled to any compensation on this account. 5.0 Security Deposit : 5.1 The Contractor shall pay Security Deposit equivalent to 3 (three) months anticipated consumption to the multiple of 100/-. The security deposit has to be paid to Metro Railway before availing electric connection. 5.2 This security deposit is refundable after disconnection of service and necessary deductions, if any, for excess energy consumed, for damage to Metro Railway’s power supply equipment etc. 5.3 No interest will be paid on Security Deposit. 5.4 If the actual load is increased by the contractor more than 10% of the applied load, the Security Deposit will be revised by Metro Railway and the contractor will have to deposit additional Security Deposit accordingly. In case of non deposition of additional Security Deposit within one month of the last billing date, the contractor will be charged @1.5 times the normal rate of electricity charges.

6.0 Charges for Electricity : 6.1 Electricity will be charged at the rates notified by the Chief Electrical Engineer from time to time, as per Railway Board’s Guidelines. 6.2 If the Unit Rate or the Government Duty is increased with retrospective effect, the Contractor is required to pay the difference as and when advised. 6.3 No anticipated Electricity Charges are to be paid in Advance. 6.4 Electricity charges have to be paid at three months interval as a current bill. 6.5 Electricity bill has to be cleared by the firm within seven days of receipt of the bill raised. 6.6 Security Deposit will be refunded / forfeited (as the case may be) after the expiry of the contract.

7.1 Access to Premises and Apparatus : 7.1 The energy meter and the entire electrical installation of the Contractor, shall be accessible to the Sr. SE/S.E. / Electrical Engineer concerned for inspection at any time. 7.2 The energy meter provided by the Contractor shall be sealed by Sr. SE/S.E. and the seal shall not be broken by the Contractor.

8.0 Disconnection of Electric Supply : 8.1 The electric supply connection shall be disconnected at the expiry of validity period of main contract. 8.2 At the time of disconnection of the electric supply the contractor shall remove all wiring, electric materials etc. from Metro Railway Premises. 8.3 If the contractor fails to remove his/her material from the Metro Railway premises after disconnection of electric supply in such case the entire amount of Security Deposit as mentioned under Clause 5.0 shall be forfeited. 8.4 Normally, Metro Railway sends the electricity bill after every three months. In case of delay in receipt of electricity bill, the same must be collected by the contractor from Metro Rail Bhavan. In case of non-payment of electricity bill within one month from the due date, the electrical supply will be disconnected.

9.0 Infringement of Rules and Regulations : 9.1 Power supply will be disconnected forthwith for any infringement of the terms and conditions, (i) Drawal of power in excess of sanctioned figure (ii) Non-compliance of Indian Electricity Rules, etc. 9.2 The Contractor is liable to indemnify in regard to payment of all costs arising out of infringement of statutory provisions, if imposed by the appropriate authority for lapses in Contractor’s installation. 9.3 The Contractor agrees to pay the energy charges based on final meter reading or on the average consumption calculated, whichever is higher. 10.0 The above terms and conditions in regards to Supply of electric connection shall be binding on the Contractor and shall form the integral part of the main Contract Agreement. ------19

Annexure – III

Format for applying for work permission in ………….. Metro Railway station premises

To The Chief Operations Manager Metro Railway, Kolkata Sir,

Sub : Issue of work permission for Installation, maintenance & running of Chemist Stalls at Mahanayak Uttam Kumar/Shyambazar/Esplanade stations of Metro Railway, Kolkata.

Ref : Open Tender No. Metro/T-Coml./CP/Chemist Stall/8/2015 dtd. ______. ______

Reference above, it is requested to kindly accord permission for undertaking the following job in connection with the above mentioned Open Tender subject to proper Security clearance from the Security Dept. of Metro Railway, Kolkata and Police Verification and Identification. No Contractor/agency’s personnel shall be allowed to enter into the Metro Railway premises without Police verification and identification. Names of workmen who have been deployed to work at the site are annexed herewith.

1. Nature of job to be undertaken : ______

2. Stations to be covered : ______

3. Period of validity : From ______To ______

4. Time of work : ______

5. Names of workmen : To be annexed herewith in the format appended.

SN Name Father’s Name Age Address

Encl : List of workmen.

Thanking you. Yours sincerely,

Authorized signatory of the Agency’s representative

Annexure – IV

Net estimated amount offered as first(1st) year’s licence fee for installation, maintenance & running of Chemist Stalls at Mahanayak Uttam Kumar, Shyambazar, Esplanade stations of Metro Railway, Kolkata.

Station Site Location Area Quoted estimated rate No. (sq.ft.) for the 1st year ( ) (per sq. ft. per annum) (both in figures & words) Mahanayak 1 Shop No. 6 in the south end circulating 137.190 Uttam Kumar area, beside ATM of M/s. SBI

Mahanayak 2 Shop No. 7 in the south end circulating 151.457 Uttam Kumar area, beside Shop No. 6

Mahanayak 3 Shop Nos. 15 & 16, on the right hand 263.83 Uttam Kumar side of main entry/exit in the surface area and beside entrance lobby of stair

Shyambazar 4 Shop No. 2 at the South end of 72.581 Shyambazar Metro station beside Gate No. 4

Shyambazar 5 Shop No. 8 at the South end of 62.947 Shyambazar Metro station beside Gate No. 4

Shyambazar 6 Gate No. 1 of Shyambazar Metro Railway 355.212 station near 5 point crossing

Esplanade 7 At the back portion of Peerless Inn 136.544 Hotel’s dispersal and Grand Hotel’s dispersal facing South

Esplanade 8 At the back portion of Peerless Inn 136.544 Hotel’s dispersal and Grand Hotel’s dispersal facing North

Seal of Tenderer(s) Signature with date of Tenderer(s)

Witness :

(1) Name ______(2) Name ______

Address ______Address ______

______

______21

Annexure – V

(Non Judicial Stamp Paper of 100/-) To The President of India Acting through the FA&CAO Metro railway, Kolkata Bank Guarantee Bond No. ………………. Date………………. for ……………………… Valid up to…………………………………….

In consideration of the President of India acting through the Financial Advisor & Chief Accounts Officer, Metro Railway, Kolkata (hereinafter called “The Government”) having agreed to exempt ______[hereinafter called “the said Contractor(s)]” from the demand under the terms and conditions of the Letter of Acceptance (LoA) No. Metro/T-Coml./CP/Chemist Stall/8/2015/_____, dtd. ______made between ………………….(name of the Party) and ………………..(Designation of the Executive of Metro Railway) Metro Railway, Kolkata for installation, maintenance & running of Chemist Stall(s) at ______Metro Railway station premises for a period of five(5) years, of Security Deposit for the due fulfillment by the said Contractor(s) of the terms and conditions contained in the said LOA, on production of a Bank Guarantee for ______/- (Rupees in words) only. We, (Name of the Bank), a body corporate, constituted under the Banking companies (Acquisition and transfer of undertaking) Act, 1970 having its Head Office at (Address) and Branch office at (Branch Address of the Bank) (hereinafter referred to as “The Bank”) at the request of Metro Railway, Kolkata, do hereby undertake to pay to the Government an amount not exceeding ______/- (Rupees in words) only against any loss or damage caused to or suffered or would be caused to or suffered by the Government by reason of any breach by the said Agency/Contractor(s) of any of the terms and conditions contained in the LOA, dtd. ______. 2. We, (Name of the Bank & Branch), do hereby undertake to pay the amounts due and payable under this guarantee without any demur merely on a demand from the Government stating that the amount claimed is due by way of loss or damage caused to or would be caused to or suffered by the Government by reason of breach by the said agency/companyor any of the as per the terms and conditions contained in the LOA, dated ______or any reason of the agency/contractor(s) failure to perform the said LOA. Any such demand made on the Bank shall be conclusive as regards the amount due and payable by the Bank under this guarantee. However, our liability under this Guarantee shall be restricted to an amount not exceeding ______/- (Rupees in words) only.

.Bank Guarantee Bond No. …………… Date………………. For …………………………….. Valid up to……………………………………. 3. We undertake to pay to the Government any money so demanded not withstanding any dispute or disputes raised by the agency/Contractor(s) in any suit or proceeding pending before any Court or Tribunal relating thereto our liability under this present being absolute unequivocal. The payment so made by us under this bond shall be a valid discharge of our liability for payment there under and the Agency/Contractor(s) shall have no claim against us for making such payment. 4. We, (Name of the Bank & Branch), further agree that the guarantee herein contained shall remain in full force and effect during the period that would be taken for the performance of the LOA, dated ______and that it shall continue to be enforceable till the dues of the Government under or by virtue of the said LOA have also been fully paid and is claim satisfied or discharged or till ______. (…………….Designation of the Executive), Metro Railway, Kolkata, Ministry of Railways certified that the terms and conditions of the said letter have been fully and properly carried out by the said [Agency/Contractor(s)] and accordingly discharge the guarantee. Unless a demand or claim under this guarantee is made on us in writing, on or before the (date) , we shall be discharged from all liabilities under this guarantee thereafter. 5. We, (Name of the Bank & Branch), further agree that the Government shall have the fullest liberty without our consent and without affecting in any manner our obligations hereunder to vary any of the terms and conditions of the Agreement (to be executed in due course) or to extend time of performance by the said [Agency/Contractor(s)] from time to time or to postpone for any time or from time to time any of the powers exercisable by the Government against the said [Agency/Contractor(s)] and to forbear or enforce any of the terms and conditions relating to the said LOA and we shall not be relieved from our liability by reason of any such variation or extension being granted to the said [Agency/Contractor(s)] or for any forbearance act or omission on the part of the Government or any indulgence by the Government to the said [Agency/Contractor(s)] or by any such matter or thing whatsoever which under the Law relating to sureties would but for this provision, have effect of so relieving us. 6. This guarantee will not be discharged due to the change in the constitution of the Bank or the [Agency/Contractor(s)]. 7. We, (Name of the Bank & Branch) lastly undertake not to revoke this guarantee during its currency except with the previous consent of the Government in writing. Notwithstanding anything contained hereinafter, our liability under this guarantee is restricted to ______/-(Rupees in words) only. Our guarantee shall remain in force upto ______(specifically). We are liable to pay the Guarantee amount or any part thereof under this Bank Guarantee only and only if you serve upon it’s a written claim on or before…….(date)….… i.e. date of expiry of this Guarantee. Dated, the ____ day of ______2016 Signature with seal of the Bank

AGREEMENT FOR INSTALLATION, MAINTENANCE & RUNNING OF CHEMIST STALLS AT ______STATION(S) OF METRO RAILWAY, KOLKATA

THIS AGREEMENT by way of License made at Kolkata on this the …...... day…...... Two Thousand and Ten BETWEEN THE PRESIDENT OF INDIA acting in the premises through The Deputy Chief Operations Manager, Metro Railway/Kolkata , having his office at 33/1, J. L. Nehru Road, Kolkata - 700 071 as hereinafter referred to as the “LICENSOR”(which expression shall unless excluded by or repugnant to the context, be deemed to mean and include its successor-in-office and assigns) of the ONE PART.

AND

M/s. …………………. A company incorporated under the provisions of the Companies Act, 1956, having its registered office at ………………………., represented by Shri ………….., Designation – ………………………… of M/s. ______refered to as the “LICENSEE” (which expression shall unless excluded by or repugnant to the context, be deemed to mean and include its successor-in-office, executors, administrators, legal representative, successor or successors and permitted assigns) of the OTHER PART.

WHEREAS the Licensor is the sole & absolute owner of the immovable property consisting of area …………. Sq.ft. for Chemist Stalls at (location - …………………) at …………. Metro Railway station premises (hereinafter referred to as the ‘said space’) having full and unfettered right to license out the same or any portion thereof on such terms and conditions as they may think fit;

AND WHEREAS the Licensee requires to install kiosks and necessary accessories (hereinafter referred to as the ‘said equipment’) in the said space to carry on their business of advertisement display;

AND WHEREAS Licensee has approached and requested the Licensor above named for allowing them to install the said equipment and whereas Licensor has agreed to deliver to the Licensee formal right to hold and enjoy the said space on the terms and conditions contained herein;

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: -

In consideration of and on payment of license fee hereby reserved and on the covenants, conditions and agreement hereinafter contained on the part of the Licensee to be paid and observed, the Licensor hereby demise unto the Licensee exclusively the right, title and privilege to install at its own expenses the said equipment at the said space and to carry on such activities as are necessary for carrying on their business.

2.0 Licensees’ Rights and Obligations:

2.1 The Licensee’s Rights : (i) To advance any innovative idea regarding manner/method of running of Chemist Stall subject to compliance of terms and conditions of the License. (ii) To distribute kiosks space directly to any other User intending to promote sale of their commodity/service. (iii) To engage any other Person/Company/Firm/Agency of their choice for executing any job for designing, fabricating, painting, fixing & lighting of the Chemist Stall. (iv) To enjoy the Rights under the terms and conditions, till expiry of the license.

2.2 The Licensee’s Obligations : 2.2.1 The Licensee is permitted to engage other companies/concerns/agencies of their choice for executing any job for fabrication, installation and running of Chemist Stalls intending to promote sale of commodity of service, executing any job for designing, fabricating, painting, fixing & lighting of the Chemist Stalls. At no time assignment of exclusive license for running of Chemist Stalls to any other person/company/firm/agency for the purpose of execution of any contract within the ambit of this license, will be entirely at the risk & cost of the licensee. All statutory obligations towards labourers engaged by the licensee or his agent shall be the sole responsibility of the licensee. Metro Railway administration shall not be liable for any claim arising out in this respect.

2.2.2 To follow the terms and conditions without any deviation and to clear all dues to the Railways, in time.

2.2.3 The licensee shall have to obtain Permission/License from the Municipal Authority/Govt. Deptt./statutory governing body for running of Chemist Stalls and pay directly to the concerned authority any fee, rate, tax or other charges where levied or becomes leviable in due course of time wherever applicable.

2.2.3.1 It will be the sole responsibility of the Tenderer to pay operational tax/statutory tax etc., if any imposed by the authority acting on behalf of Court/State Govt./Central Govt./Local bodies/statutory bodies/Municipality etc. Metro Railway Administration shall not be liable for payment of any such fees, rates, taxes or other expenses or reimbursement of any payment made in this behalf by the Licensee.

2.2.4 All Statutory Obligations towards Labourers engaged by the Licensee or his Agent shall be the sole responsibility of the Licensee. The Licensee shall comply with the provision of the Contract Labour (Regulation and Abolition) Act 1970 and the Contract Labour (Regulation and Abolition) Central Rules, 1971, as modified from time to time, wherever applicable and shall also indemnify the Railways from and against any claims under the aforesaid Act and the Rules. The licensee shall obtain a valid license under aforesaid Act as modified from time to time before the commencement of the license and shall continue to have a valid license until the completion of the license.

2.2.5 The Licensee shall comply with the provisions of the Minimum Wage Act 1948. The licensee shall pay to labours employed by him directly or through sub-licensees, the wages as per provision of the afore-said act and the rules and provision of the Minimum Wages Act wherever applicable.

2.2.6 The Licensee shall comply with the provisions of the Payment of Wages Act 1936.

2.2.7 The Agency/Company/Firm shall fulfill all statutory requirements for installations and operations of the Chemist Stalls. 2.2.8 Stationeries etc. to be used for the purpose of selling medicines etc. shall have to be disposed off, by the representative of the firm/company/individual itself out side the Metro Railway premises, at the cost and manpower of the Agency preferably at frequent intervals, keeping in view the aspects of hygiene, cleanliness, aesthetics and standards of Metro Railway. Under no circumstances, accumulation of the same in the station premises shall be tolerated. Any deviation on this account shall be viewed seriously and the license will be dealt as per provisions narrated under Clause 15.2. 2.2.9 To guard against fire hazards, fire proof materials are to be used for installation of the Chemist Stalls. In addition to this, adequate no. of fire extinguishers are to be kept ready for combating fire on account of short circuit in the Chemist Stalls. 2.2.10 Hygiene/Cleanliness of the concourse area will be maintained by the firm/company/individual. In case of their failure on these points a suitable penalty will be imposed as deemed fit by Metro Railway for causing any sort of unhygienic condition.

2.2.11 Medicines/pharmaceutical products (without expiry), babyfoods, health drinks/supplements, surgical instruments/appliances or any products related with healthcare intended to be sold by the firm/company/individual at the stations permitted should give guarantee of being genuine and should in no way be hazardous in nature and should not affect the health of the public. Proper license of the medicines and other products related with healthcare intended to be sold by the firm/company/individual at the stations permitted should be obtained from the statutory/Govt. bodies or as required for the purpose. The design, matter, language and colour scheme of the Chemist Stalls will have to be approved in advance by Metro Railway Administration. The Metro Railway administration reserves the right to refuse any Chemist Stall if the same is considered unsuitable for installation on certain sites and no appeal/correspondence on this issue will be entertained. 2.2.12 The requisite license for operation of Chemist Stalls should be obtained by the agency as per statute in vogue and Metro Railway will have no responsibility for the same. 2.2.13 Additional care should be taken by the agency so that movement of public/commuters are not obstructed anyway in the Railway premises. Metro Railway will not be responsible for any hazards faced by the licensee in running of Chemist Stalls. Metro Railways name should not be used for any business transaction. 2.2.13.1The Chemist stalls so permitted should predominantly display “Red Cross” sign so as to draw attention of the passengers/public.

2.2.14 On receipt of the Letter of Acceptance(s) [LOA(s)], all payments are required to be made/should be cleared to the Metro Railway within the timeframe stipulated and the proposal for installation of Chemist Stall(s) is/are to be submitted with detailed Engg. Plan, drawing and design. The licensee shall start execution of the work of Chemist Stalls at the allotted space only after depositing necessary License Fee, Security Deposit & Bank Guarantees in full and submission of Engg. Plan, drawing and design. If the firm does not turn up after issue of LOA, the full amount of Earnest Money will be forfeited and Railway administration will be at liberty to float fresh tender/award contract at the risk and cost of the defaulting tenderer/firm/agency.

2.2.15 The Chemist Stalls should be installed under the supervision of respective SS & TI of Optg. Deptt. of Metro Railway, Kolkata or their authorised representative after fulfilling the suggestion of Engg. Deptt., if any. The licensee should submit a joint report (signed by the licensee and representatives of Optg. & Engg. Deptts.) after commencement of the license clearly specifying the actual area utilized. Additional care should be taken by the Licensee while installing their Chemist Stalls. It should be ensured that the safety and movement of commuters/public are not infringed.

2.2.16 The installation & maintenance work of the Chemist Stalls should be undertaken and completed during Non-Commercial/Commercial hours, after obtaining valid work permission from Office of the Chief Operations Manager, 7th floor, Metro Rail Bhavan, Metro Railway, Kolkata. To enable this office for issue of such permission, the licensee shall submit the names of workmen, their age and addresses who will undertake the installation/maintenance work at different stations and so also for security clearance, at least seven(7) days in advance, in the format enclosed at Annexure - III, before commencement of the proposed work.

2.2.17 The Chemist Stalls should not block the passage for free movement of the passengers. It should be ensured that aesthetics and feeling of openness at stations are duly catered for. The stalls should not interfere with visibility of Railway signages and should not adversely affect any of the existing facilities.

2.2.18 Assignment of this license for running of Chemist Stalls, to any other person/company/ firm/agency for the purpose of execution of any other contract within the ambit of this license, will be entirely at the risk and cost of the licensee.

2.2.19 On expiry of the period of contract, the licensee shall remove all the implements/ materials from the Metro Railway premises at their own cost, within fifteen(15) days from the date of expiry of the license and hand over the peaceful possession of the site to the Railway administration.

2.2.20 In the event of termination of contract, the licensee shall also remove all the implements/ materials from the Metro Railway premises and hand over the peaceful possession of the site to the Railway administration at their own cost, within fifteen(15) days from the date of termination of the license, if specifically permitted by Metro Railway.

2.2.21 In the event of failure on the part of the agency to remove the materials as mentioned in Para 2.2.20 and Para 2.2.21 above, Metro Railway administration will be a liberty to remove the same and vacate the space/Chemist Stalls along with all materials and structure at the risk and cost of the agency/licensee and expenses so incurred in the process shall be recoverable from the Agency by the Railway Administration. 2.2.22 Further on expiry of the license and after closing the Chemist Stalls if the agency fails to hand over the site to Metro Railway, they shall be liable to pay occupation fees from the date of expiry/termination of the license to the date of physical removal of the same on prorata basis and the agency shall be permitted to remove its belongings/materials only when it has paid all the charges due to Metro Railway.

2.2.23 In case the agency fails to install Chemist Stall at any of the station(s) within the specified period, for reasons entirely attributable to the agency, they will still be liable to pay the licence fee for the entire period of contract. Further, in such an event Metro Railway would be free to allot the site to any other agency for installation of Chemist Stall as it deems fit. 2.2.24 Installation, running and maintenance of Chemist Stalls should be in consistency with the area tabulated at Annexure – I and will be the sole responsibility of the Licensee/agency for ensuring the same. 2.2.25 Installation and maintenance of the Chemist Stalls will be done with the approval of Metro Railway administration during Non-Commercial/Commercial hours.

2.2.26 Metro Railway premises will not be available for fabrication of frames and fixtures etc. This will be done by the Licensee at their own cost and premises. 2.2.27 The Licensee will have to arrange and provide at its own the cost of their fixtures, fittings etc. and arrange for their maintenance also. Fixing should be done in a befitting manner. Further, arrangements shall be such as to ensure that there shall be no fire hazards or commuters obstruction during entry/exit. Only fire proof materials are to be used for installation of Chemist Stalls. 2.2.28 The licensee will follow the terms and conditions in vogue with out any deviation, and shall be liable to clear all dues payable to Metro Railways, in time. 2.2.29 Amendments or corrigendum to the agreement from Metro Railway may however be issued as and when necessary and the same shall be binding with the Licensee/Licensees.

2.30 Service Tax @ 14.00 % or current rate is to be paid by the agency/firm on each year’s Licence Fee in extra.

3.0 Railway Administration’s (Licensor’s) Rights and Obligations: 3.1 Metro Railway, Kolkata reserves the right to exclude any space at its sole discretion, if the space is required for some other purpose including property development.

3.2 Metro Railway reserves the right to claim and realize all the dues/unrealized payments/Penalties against the Licensee. 3.3 The Metro Railway administration will not be responsible for any theft, loss, damage or destruction or any acts of God thereby resulting non-running of Chemist Stalls and no 27

extension or any substitute site will be given on this account. 3.4 Periodical inspection will be conducted by Metro Railway Administration and jointly with the licensee, if considered necessary. On notice of discrepancies/failure to carry out the instructions issued by Metro Railway administration by the licensee, within a reasonable time, may compel the Metro Railway administration to impose a fine of 5,000/- per irregularity. 3.5 Metro Railway will provide all the benefits and co-operation as per terms and conditions and shall also include: (i) To allow the Licensee to enjoy his/their rights under the License till expiry unless otherwise specified/required to do so. (ii) To resolve and settle any dispute, amicably, if arises during the licensed period within the ambit of terms and conditions of this license, without incurring any financial loss to Metro Railway.

4.0 Tenure of license and payment of license fee : 4.1 The tenure of license shall be for a period of five (5) years on and from thirty(30) days from the date of issue of the Letter of Acceptance (LOA). 4.2 The annual licence fees, as agreed upon in the first year however, shall be increased by 10% every succeeding year over that of the previous year. The license may be extended [beyond the initial period of five(5) years] for a further period not exceeding three(3) more years (only one time) on year to year basis by mutual consent on the same terms and conditions. The escalation of licence fee for the 6th, 7th & 8th year will be at least @10% over the previous year’s licence fee or the rate as will be applicable at that material time to be decided by the Metro Railway Administration. The Licensee shall pay …………./- for Site No. ……….. Location – …………… at ………..Metro Railway station premises for the first year exclusive of all Municipal taxes, water taxes and other levies etc. as the case may be indicated against each in Annexure-A.

5.0 Security Deposit : 5.1 The Security Deposit (SD) for this license will be @5% of the total licence fee payable during the five(5) years contractual period and derived on the basis of rate quoted (for the 1st year) at Annexure - IV of the terms and conditions of the Tender. The balance amount of SD to be paid at a time within thirty(30) days from the date of issue of LOA after adjustment of Earnest Money. In addition to the above, a performance guarantee covering 5% of the total licence fee payable during the five(5) years contractual period should also be submitted in the form of Pay Order/Demand Draft or in the standard format of Bank Guarantee, enclosed herewith at Annexure – V, by the firm within thirty (30) days from the date of issue of LoA. Extension of time for submission of P.G. beyond 30 days and upto 60 days from the date of issue of L.O.A may be given by the authority who is competent to sign the contract agreement. However, a penal interest of 15% per annum shall be charged for the delay beyond 30 days i.e. from 31 days from the date of issue of L.O.A. In case the Contractor fails to submit the requisite P.G. even after 60 days from the date of issue of L.O.A., the contract shall be terminated duly forfeiting EMD & SD and other dues, if any payable against that contract. The failed Contractor shall be debarred from participating in re-tender for that work.

5.1.1 The value of P.G. to be submitted by the Contractors will not change for variation upto 25% (either increase or decrease). In case, during the tenure or during the extended period, value of the contract increases by more than 25% of the original contract value, an additional Performance Guarantee amounting to 5% for the excess value over the original contract value shall be deposited by the Contractor. 5.1.2 The validity of the same should cover the entire period of license of three(3) years plus sixty(60) days beyond that. 5.1.3 The Performance Guarantee shall be released after successful completion of the license period and issue of ‘No Claim’ certificate by the licensee. 28

5.2 It is further stated that the Bank Guarantee to be submitted by the licensee should be sent to Metro Railway, Kolkata directly by the issuing Bank under Registered Post(A.D.).

5.3 The Security Deposit and Bank Guarantee will be released without any interest after completion of the license period and issue of ‘No Claim Certificate’ by the licensee. 5.4 If for any reason the amount of Security Deposit falls short of the required amount on account of recovery of damages costs etc. in terms of provisions of Clause 17.0 hereunder, the licensee shall be requested by a notice of not less than seven (7) days to replenish the Security Deposit by further deposit of such amount by which it has fallen short of such required amount.

6.0 Annual License Fee :

6.1 The successful tenderer shall have to pay the net amount of Annual License Fee for the first year, in full, within seven(7) days of the date of issue of Letter of Acceptance for the contract. In case of failure on the part of the licensee to do so, the license shall be terminated at the risk and cost of the defaulting licensee and the Earnest Money & Security Deposit is liable to be forfeited by the Metro Railway, who shall be entitled to issue fresh license in respect of the same locations. Licence fee already paid once, shall not be refunded. 6.2 For 2nd, 3rd, 4th & 5th year, the annual licence fee, with appropriate escalation will have to be deposited in advance before commencement of the following year, or else the Metro Railway Administration will have the right to terminate the license at the risk and cost of the licensee and to discontinue the running of Chemist Stalls forthwith and to remove all materials and vacate the space at the risk and cost of the Licensee and expenses so incurred shall be recoverable from the Licensee by the Metro Railway Administration. Moreover, the Security Deposit and the Bank Guarantee in respect of the performance guarantee will got enchased and fresh contract will be awarded at the risk and cost of the defaulting firm/company/individual.

6.2.1 In addition to above, for failure in making payment of licence fee or any other dues in time during the contractual period by the Licensee, Metro Railway reserves the right to take any action as deemed fit which may include imposition of penal interest at the sole discretion of Metro Railway. 6.2.2 If the contract is extended beyond the initial five year’s contractual period, for 6th, 7th & 8th year also, the annual licence fees with appropriate escalation will have to be deposited in advance before the commencement of the following year, or else Metro Railway reserves the right to terminate the contract by forfeiture of the Security Deposit and the Bank Guarantee in respect of the performance guarantee will got enchased and fresh contract will be awarded at the risk and cost of the defaulting contractor.

6.2.3 All payments to Metro Railway should be deposited in the form of Banker's Cheque/Pay Order/Demand Draft only drawn in favour of ‘FA & CAO, Metro Railway, Kolkata’. No personal cheque of the licensee shall be acceptable to Metro Railway as per extant rule. 6.2.4 Licensee(s) will get clearances for running of Chemist Stalls from statutory/competent authority and will also pay all taxes etc. imposed by the authorities acting on behalf of State Govt., Central Govt. and local body.

7.0 Termination of License : 7.1 The Metro Railway Administration reserves the right to terminate the license without assigning any reason thereof at any time by giving one month’s notice provided that in exigencies, as decided by Metro Railway administration, the licence may be terminated forthwith and the licensee shall not be entitled to receive any compensation other than the proportionate refund of the licence fee deposited in addition to the Security Deposit without any interest. 7.1.1 If any area included in the contract is subsequently required by the Metro Railway Administration the same should be vacated forthwith and alternate area will be

compensated based on the feasibility of the Metro Railway Administration. However, the shifting costs, for such instances, shall have to be borne by the Agency.

7.2 In the event of failure on the part of the licensee to make payment of amount or any other charges due to the Metro Railway Administration or for violation of any of the terms and conditions of the license, the Metro Railway Administration will have the right to terminate the license at the risk and cost of the licensee and to discontinue running of the Chemist Stalls forthwith, and vacate the land, remove all materials, structures of the Chemist Stalls and other materials of the licensee without prejudice to any other rights and remedies available to it and expenses so incurred shall be recoverable from the agency by the Metro Railway administration. Moreover, the Security Deposit and the Bank Guarantee in respect of the performance guarantee will be got enchased and fresh contract will be awarded at the risk and cost of the defaulting contractor.

7.2.1 In addition to above, for failure in making payment of licence fee or any other dues in time during the contractual period by the Licensee, Metro Railway reserves the right to take any action as deemed fit which may include imposition of penal interest at the sole discretion of Metro Railway.

7.3 If the contract is terminated on administrative ground, in that case, the licensee shall not be entitled to receive any compensation other than the proportionate refund of the licence fee deposited, in addition to the Security Deposit without any interest. 7.4 If the contract is terminated due to breach of contract conditions, the licensee shall not be entitled to receive any compensation or any refund of licence fee. In addition to this, the full amount of Security Deposit shall stand forfeited along with imposition of other remedial measures, as may be deemed fit.

7.5 If the licensee desires to discontinue the license, advance intimation of three (3) months before the commencement of next license period should be submitted before the administration and licence fee for the above period should be paid. Moreover, the full amount of security deposit and performance guarantee shall be forfeited since discontinuation of the license tantamount to breach of contract.

8.0 Manner of execution of work : 8.1 The licensee shall ensure that no damage is caused to Metro Railway structures while executing any item of the job under the license and the mode of execution of work should not endanger the safety in train as well as station operation in any way.

8.2 Free passes for rail journey shall not be granted.

8.3 The licensee shall ensure that no inconvenience is caused to the passengers while executing the work.

9.0 Statutory Compliance : 9.1 The licensee shall remain responsible for complying the statutory provisions including Service Tax etc. as may be applicable from time to time. Metro Railway Administration shall not be liable for non-compliance of the above.

10.0 Terms & Conditions for availing Electricity connections :

10.1 The terms & conditions for availing electric connection from Metro Railway’s distribution system are at Annexure – II, enclosed herewith. 10.2 Furthermore, the existing overaged/defective wirings at specific locations to be got totally replaced with FRLS cables/wires as per IS specified at Item 9 appearing under Para 3.2(h) of Annexure – II.

11.0 Commencement of License:

11.1 The date of commencement of the license will be reckoned on and from thirty(30) days from the date of issue of the Letter of Acceptance.

12.0 Arbitration Clauses :

12.1 (a) In the event of any question, disputes of difference arising under these conditions or any special conditions of this agreement or in connection with agreement (except as to any matter the decision of which is specially provided by this agreement or special conditions) the same shall be referred to the sole arbitrator of a Gazzetted Railway Officer appointed to be the Arbitrator by the General manager, Metro Railway, Kolkata. The Gazzetted Railway Officer to be appointed as arbitrator however will not be one of those who had an opportunity to deal with the matters to which the agreement relates or who in the course of this duties as Railway servant have expressed views on all or any of the matters under disputes or difference. The award of the Arbitrator shall be final and binding on the parties to this agreement.

(b) In the event of the Arbitrator dying, neglecting or refusing to act or resigning or being unable to act or any reason, or his award being set aside by the Court for any reasons, it shall be lawful for the authority appointing the Arbitrator to appoint another Arbitrator in place of the outgoing Arbitrator in the manner aforesaid.

(c) It is further in terms of the agreement that no person other than the person appointed by the authority as aforesaid should act as arbitrator and that if for any reason that is not possible, the matter is not to be referred to arbitration at all.

(d) The Arbitrator may from time to time with the consent of all parties to the agreement extend the time for making the award.

(e) Upon every and any such reference, the assessment of the cost incidental to the reference and award respectively shall be in the discretion of the Arbitrator.

(g) The venue of the arbitration shall be the place from which the acceptance letter is issued or such other place as the Arbitrator at his discretion may determine.

(h) In this clause, the authority to appoint the Arbitrator includes, if there be no such authority, the officer who is for the time being discharging the function of that authority whether in addition to other functions or otherwise.

12.2 Subject to the terms & conditions contained in this Tender document, the terms & conditions and stipulations of Indian Railways General Conditions of Contract July 2014 as may be modified from time to time through latest correction slips, shall govern the Contract.

12.3 The licensee shall be governed by the Laws of India for the time being in force.

12.4 The licensee shall comply with provisions of the Contract Labours (Regulation and Abolition) Act, 1970 and Contractors Labours (Regulation and Abolition) Contract Rules,1971 as modified from time to time; whereas applicable and shall also indemnify the Metro Railway from and against any claims under the aforesaid Act and the rules. The licensee shall obtain a valid licence under aforesaid Act as modified from time to

time before the commencement of the license and shall continue to have a valid license until the completion of the license.

12.5 The licensee shall pay to labourers employed by him directly on through sub-licensees, the wages as per provision of the afore-said act and the rules and provision of the minimum wages act whereas applicable and Metro Railway have no responsibility on this score.

13.0 Recovery of Damages : 13.1 If the licensee, while executing any item of the job under the license damages Metro Railway structures, Metro Railway Administration will be entitled to serve 48 hours notice on the licensee and to obtain such services from any other person/firm/company at the risk and cost of the licensee. The licensee shall be liable to reimburse the cost incurred by the Metro Railway to obtain such services, failing which the cost so incurred by the Metro Railway shall be recovered from the Security Deposit of the licensee.

14.0 Penalty :

14.1 The Licensee shall be liable to pay @5% of the annual licence fee subject to a minimum of 5,000/- for violation of each of the following acts and omissions in addition to legal action : (a) Not following the instructions by the Metro Railway Administration; (b) Dishonoring of Draft; (c) Any staff of licensee found in drunken condition/indulging in bad conduct; (d) For any staff of the licensee found creating nuisance on duty; (e) Any other violation as decided by competent authority.

15.0 Indemnity :

15.1 If any direct or indirect loss damage or injury is suffered, sustained or incurred by the Metro Railway Administration during the tenure of license, the Metro Railway administration reserves the right to recover the value of such loss/damage from the licensee by adjustment with the security deposit or otherwise without prejudice to any other legal remedy that the Metro Railway may consider fit and proper to take against the licensee and also without prejudice to Metro Railway’s right to recover damages under other terms and conditions of this license. 15.2 The licensee shall indemnify the Metro Railway Administration against any charge, action, damage caused to or likely to be caused to the Metro Railway any time during the period of license and till clearance of the site of kiosks etc. by the third party engaged by the licensee in connection with the said work.

15.3 The licensee shall indemnify by executing the non-judicial stamp paper of 50/- (or as applicable from time to time) in the proforma to be supplied by the Metro Railway Administration for execution by the licensee for indemnifying the Metro Railway in terms of Clause 16.2 stated above, on the date of execution of Agreement.

16.0 Jurisdiction :

16.1 In case of any dispute or difference other than Arbitration shall arise between the parties during the pendency of the contract or after its termination or earlier determination as to its meaning and construction or to any other matter or thing arising directly or indirectly under the contract then and in such an event the same shall be subject to the exclusive jurisdiction of Courts at Kolkata.

17.0 Safety : The licensee shall warn all its workmen about maintaining safety standards while working in the Metro Railway premises.

Signed, Sealed and Delivered by Sri……………………………………………….: Dy. Chief Operations Manager Metro Railway, Kolkata For and on behalf of The President of India

(...... ) Dy. Chief Operations Manager Metro Railway/Kolkata Dated : ______for & on behalf of President of India in presence of : WITNESS :

(1) ______

______

______(Signature, Name & Full Address)

(2) ______

______

______(Signature, Name & Full Address)

SIGNED, SEALED AND DELIVERED By Shri/Smt. ______

Designation: …………………… for and on behalf of M/s. …………………………………

Dated : ______(……………………………………….) Signature of the Licensee in presence of : WITNESS :

(1) ______

______

______(Signature, Name & Full Address)

(2) ______

______

______(Signature, Name & Full Address)

Annexure – A

This annexure is an Integral Part of Agreement Dated …...... Between Metro Railway Kolkata and M/s. ……………………………

LOCATION WISE & STATION-WISE TENURE OF LICENSE AGREEMENT

Station Location Area Date of Date of Licence Fee payable ( ) (sq.ft.) Commencement Expiry of license of 1st year 2nd year 3rd year 4th year 5th year license

END OF TENDER DOCUMENT