For official use only

RFP NO. 2020/***/****

Public Private Partnership

Request for Proposal

for

Setting up of
Medical College and Upgradation of
******* Hospital

(Name of Issuing Authority)

 For official use only

mrfpss/200519
 For official use only

Contents

Sl. No. Contents Page No.

Request for Proposal 1

Disclaimer 3

Glossary 5

Invitation for Proposals 7

1 Introduction 9

1.1 Background 9

1.2 Brief description of Bidding Process 10

1.3 Schedule of Bidding Process 13

1.4 Pre-Bid Conference 14

2 Instructions to Bidders 15

2A General 15

2.1 Scope of Bid 15

2.2 Eligibility of Bidders 16

2.3 Change in Ownership 23

2.4 Number of Bids and costs thereof 24

2.5 Site visit and verification of information 24

2.6 Acknowledgement by Bidder 24

2.7 Right to accept or reject any or all Bids 25

2B Documents 26

2.8 Contents of the RFP 26

2.9 Clarifications 27

2.10 Amendment of RFP 27

2C Preparation and Submission of Bid 27

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2.11 Language 28

2.12 Format and signing of Bid 28

2.13 Submission of Bids 28

2.14 Bid Due Date 30

2.15 Contents of the Bid 30

2.16 Modifications/ substitution/ withdrawal of Bids 30

2D Evaluation Process 31

2.17 Opening and Evaluation of Bids 31

2.18 Confidentiality 31

2.19 Tests of responsiveness 31

2.20 Clarifications 32

2E Pre-qualification and Bidding 33

2.21 Submission of Bid 33

2.22 Pre-qualification and notification 33

2.23 Proprietary data 33

2.24 Correspondence with the Bidder 33

2F Bid Security 33

2.25 Bid Security 33

3 Criteria for Evaluation 36

3.1 Evaluation of Bids 36

3.2 Financial information for purposes of evaluation 36

3.3 Pre-qualification of Bidders 36

3.4 Selection of Bidder 36

3.5 Contacts during Bid Evaluation 37

3.6 Bid Parameter 37

4 Fraud and Corrupt Practices 39

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5 Pre-Bid Conference 41

6 Miscellaneous 42

Appendices 43

I Letter Comprising the Technical Bid 45

Annex – I Particulars of the Bidder 50

Annex – II Financial Capacity of the Bidder 52

Annex – III Statement of Legal Capacity 54

II Power of Attorney for signing of Bid 55

III Power of Attorney for Lead Member of Consortium 57

IV Bank Guarantee for Bid Security 60

V Joint Bidding Agreement 63

VI Letter comprising the Financial Bid 69

VII Guidelines of the Department of Disinvestment 70

VIII List of Bid-specific provisions 72

IX List of Project-specific provisions 73

mrfpss/200519
 For official use only

mrfpss/200519
 Model
Request for Proposal (RFP)

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 2
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 Disclaimer

The information contained in this Request for Proposal document (the “RFP”)or
subsequently provided to Bidder(s), whether verbally or in documentary or any other
form, by or on behalf of the Authority or any of its employees or advisors, is provided to
Bidder(s) on the terms and conditions set out in this RFP and such other terms and
conditions subject to which such information is provided.

This RFP is not an agreement and is neither an offer nor invitation by the Authority to the
prospective Bidders or any other person. The purpose of this RFP is to provide interested
parties with information that may be useful to them in making their financial offers (Bids)
pursuant to this RFP. This RFP includes statements, which reflect various assumptions
and assessments arrived at by the Authority in relation to the Project. Such assumptions,
assessments and statements do not purport to contain all the information that each Bidder
may require. This RFP may not be appropriate for all persons, and it is not possible for
the Authority, its employees or advisors to consider the investment objectives, financial
situation and particular needs of each party who reads or uses this RFP. The assumptions,
assessments, statements and information contained in this RFP may not be complete,
accurate, adequate or correct. Each Bidder should therefore, conduct its own
investigations and analysis and should check the accuracy, adequacy, correctness,
reliability and completeness of the assumptions, assessments, statements and information
contained in this RFP and obtain independent advice from appropriate sources.

Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of
which may depend upon interpretation of law. The information given is not intended to
be an exhaustive account of statutory requirements and should not be regarded as a
complete or authoritative statement of law. The Authority accepts no responsibility for
the accuracy or otherwise for any interpretation or opinion on law expressed herein.

The Authority, its employees and advisors make no representation or warranty and shall
have no liability to any person, including any Bidder or Bidder, under any law, statute,
rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for
any loss, damages, cost or expense which may arise from or be incurred or suffered on
account of anything contained in this RFP or otherwise, including the accuracy,
adequacy, correctness, completeness or reliability of the RFP and any assessment,
assumption, statement or information contained therein or deemed to form part of this
RFP or arising in any way for participation in this RFP.

The Authority also accepts no liability of any nature whether resulting from negligence
or otherwise howsoever caused arising from reliance of any Bidder upon the statements
contained in this RFP.

The Authority may, in its absolute discretion but without being under any obligation to
do so, update, amend or supplement the information, assessment or assumptions
contained in this RFP.

The issue of this RFP does not imply that the Authority is bound to select the Bidder or
Concessionaire, as the case may be, for the Project and the Authority reserves the right to
reject all or any of the Bids without assigning any reasons whatsoever.

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The Bidder shall bear all its costs associated with or relating to the preparation and
submission of its Bid including but not limited to preparation, copying, postage, delivery
fees, expenses associated with any demonstrations or presentations which may be
required by the Authority or any other costs incurred in connection with or relating to its
Bid. All such costs and expenses will remain with the Bidder and the Authority shall not
be liable in any manner whatsoever for the same or for any other costs or other expenses
incurred by a Bidder in preparation or submission of the Bid, regardless of the conduct or
outcome of the Bidding Process.

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Glossary

Associate As defined in Clause 2.2.9

Authority As defined in Clause 1.1.1
Bidder As defined in Clause 1.2.1
Bid As defined in Clause1.2.1
Bid Due Date As defined in Clause 1.1.5
Bid Security As defined in Clause 1.2.4
Bidders As defined in Clause 1.2.1
Bidding Documents As defined in Clause 1.1.5
Bidding Process As defined in Clause 1.2.1
Concession As defined in Clause 1.1.3
Concession Agreement As defined in Clause 1.1.2
Concessionaire As defined in Clause 1.1.2
Conflict of Interest As defined in Clause 2.2.1(c)
Consortium As defined in Clause 2.2.1(a)
Damages As defined in Clause 2.2.1 (c)
Estimated Project Cost As defined in Clause 1.1.1
Feasibility Report As defined in Clause 1.2.3
Financial Capacity As defined in Clause 2.2.2
Financial Bid As defined in Clause 1.2.1
Government Government of [India]
Grant As defined in Clause 1.2.6 (a)
Highest Bidder As defined in Clause 1.2.6 (b)
Jt. Bidding Agreement As defined in Clause 2.2.6 (g)
Lead Member As defined in Clause 2.2.6 (c)
LOA Letter of Award
Member Member of a Consortium
Net Worth As defined in Clause 2.2.4
Official Website As defined in Cause 1.2.10
Premium As defined in Clause 1.2.6 (a)
Project As defined in Clause 1.1.1
Pre-qualification As defined in Clause 1.2.1
Re. or Rs. or INR Indian Rupee
RFP or Request for Proposals As defined in the Disclaimer
Selected Bidder As defined in Clause 3.4.2
SPV As defined in Clause 2.2.6
Technical Bid As defined in Clause 1.2.1

The words and expressions beginning with capital letters and defined in this document
shall, unless repugnant to the context, have the meaning ascribed thereto herein above.

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 6
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 Invitation for Proposals

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 8
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 [Name of Issuing Authority]

1. INTRODUCTION$

1.1 Background1

1.1.1 The [President of India/Governor of *****] represented by the [*****] (the

“Authority”) having its principal office at ***** is engaged in the development
and operation of medical colleges and hospitals. And as part of this endeavour,
the Authority has decided to undertake operation and augmentation of the
[District Hospital at *******] and allowing the utilisation of the facilities of the
“Hospital” for developing and operating a “Medical College” with an annual
intake of [*****] MBBS students (the “Project”) through Public Private
Partnership. Authority has, therefore, decided to carry out the bidding process for
selection of a bidder to whom the Project may be awarded. [A brief description of
the Project may be seen in the Information Memorandum of the Project at the
Authority’s website www.******* / Official Website].

Brief particulars of the Project are as follows:

Name of the Scope of Project Estimated

Project Project Cost
(excluding
Medical College)
(In Rs. cr.)
Establishment of a Design, Finance, […….]
[**] seat Medical Augment, Operate
College and and Transfer the
augmentation of Hospital; Design
attached [**] Build, Finance and
bedded Hospital on Operate the

$
Instructions for Bidders
Note 1: The provisions in curly brackets shall be suitably modified by the Bidder after the RFP is issued.
(See Appendix-VIII)
Note 2: Blank spaces contain formats that are to be used by the Bidder after the RFP is issued. (See
Appendix-VIII)
Note 3: Footnotes marked “$” in the relevant Clauses of the RFP are for guidance of the Bidders. In case of
Appendices, the footnotes marked “$” or in other non-numerical characters shall be omitted by the Bidders
while submitting their respective Bids. (See Appendix-VIII)
1
Instructions for customisation of this document by the Authority
This Model Request for Proposals (the “RFP”) may be customised for project-specific use in accordance with
the instructions below:
Note I: Serially numbered footnotes in this RFP are for guidance of the Authority and should be omitted
from the RFP before it is issued to prospective Bidders. (See Appendix-IX)
Note II: All project-specific provisions in this RFP have been enclosed in square parenthesis and may be
modified, as necessary, before issuing the RFP to prospective Bidders. The square parenthesis should be
removed after carrying out the required modification. (See Appendix-IX)
Note III: The asterisks in this RFP should be substituted by project-specific particulars before issuing the
RFP to prospective Bidders. (See Appendix-IX)
Note IV: Notes I, II, III and IV shall be omitted prior to issue of this RFP.

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 PPP Medical College
utilising the
facilities of the
Hospital

The Authority intends to award the Project through an open competitive bidding
process in accordance with the procedure set out herein.

1.1.2 The Selected Bidder, who is either a company incorporated under the Companies
Act, 1956/2013 or undertakes to incorporate as such prior to execution of the
concession agreement (the “Concessionaire”) shall be responsible for
development, management, and operation and maintenance of the Project under
and in accordance with the provisions of the concession agreement (the
“Concession Agreement”) to be entered into between the Selected Bidder and
the Authority in the form provided by the Authority as part of the Bidding
Documents pursuant hereto.

1.1.3 The scope of work will broadly include the [augmentation / upgrading the
Hospital; development of Medical College; and management, operation and
maintenance thereof] in accordance with the terms of the Concession Agreement.
The detailed terms and conditions for grant of the concession are set forth in the
Concession Agreement, including inter alia the scope of the Concessionaire’s
services and obligations (the “Concession”).

1.1.4 The indicative capital cost of the Project, excluding the Medical College, has been
specified in Clause 1.1.1 above (the “Estimated Project Cost”). The assessment
of actual costs, however, will have to be made by the Bidders.

1.1.5 The Authority shall receive Bids pursuant to this RFP in accordance with the
terms set forth in this RFP and other documents provided by the Authority
pursuant to this RFP, as modified, altered, amended and clarified from time to
time by the Authority (collectively the “Bidding Documents”), and all Bids shall
be prepared and submitted in accordance with such terms on or before the date
specified in Clause 1.3 for submission of Bids (the “Bid Due Date”).

1.1.6 The statements and explanations contained in this RFP are intended to provide a
better understanding to the Bidders about the subject matter of this RFP and
should not be construed or interpreted as limiting in any way or manner the scope
of services and obligations of the Concessionaire set forth in the Concession
Agreement or the Authority’s rights to amend, alter, change, supplement or clarify
the scope of work, the Concession to be awarded pursuant to this RFP or the
terms thereof or herein contained. Consequently, any omissions, conflicts or
contradictions in the Bidding Documents including this RFP are to be noted,
interpreted and applied appropriately to give effect to this intent, and no claims on
that account shall be entertained by the Authority.

1.2 Brief description of Bidding Process

1.2.1 The Authority has adopted a single-stage bidding process (collectively referred to
as the “Bidding Process”) for selection of the Bidder for award of the Project.

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 The first part (the “Technical Bid”) of the process involves Pre-qualification (the
“Pre-qualification”) of interested parties/ consortia who submit a Bid in
accordance with the provisions of this RFP (the “Bidder”, which expression shall,
unless repugnant to the context, include the Members of the Consortium). The
second part of the process involves the financial proposals (the “Financial Bid”)
of the Bidders pre-qualified in the Technical Bid. The Technical Bid and
Financial Bid shall collectively be referred as Bid (the “Bid”). Prior to
participation in the Bidding Process, the Bidder shall pay to the Authority a sum
of Rs ***** (Rupees ****), in the form of a demand draft issued by a Scheduled
Bank in India, drawn in favour of ***** and payable at *****, as the cost of the
Bid process. 2 . The Bidders would be required to furnish all the information
specified in this RFP. The Bid shall be valid for a period of not less than 120 (one
hundred and twenty) days from the Bid Due Date.

Government of India has issued guidelines (see Appendix-VII) for qualification of

bidders seeking to acquire stakes in any public sector enterprise through the
process of disinvestment. These guidelines shall apply mutatis mutandis to this
Bidding Process. The Authority shall be entitled to disqualify a Bidder in
accordance with the aforesaid guidelines at any stage of the Bidding Process.
Bidders must satisfy themselves that they are qualified to bid, and should give an
undertaking to this effect in the form at Appendix-I.

1.2.2 At the Pre-qualification stage, the Technical Bids of the Bidders would be
evaluated and only those Bidders that are pre-qualified by the Authority shall be
eligible for the second part of the Bidding Process comprising opening and
evaluation of their Financial Bids.

1.2.3 The Bidding Documents include the draft Concession Agreement for the Project
which is enclosed. The Feasibility Report prepared by the [Authority/ consultants
of the Authority] containing the broad parameters of the Project (the “Feasibility
Report”) is also enclosed. Subject to the provisions of Clause 2.1.2, the aforesaid
documents and any addenda issued subsequent to this RFP Document, will be
deemed to form part of the Bidding Documents.

1.2.4 A Bidder is required to deposit, along with its Bid, a bid security of Rs.
…..………..3 (the “Bid Security”), refundable no later than 180 (one hundred and
eighty) days from the Bid Due Date, except in the case of the selected Bidder
whose Bid Security shall be retained till it has provided a Performance Security
under the Concession Agreement. The Bidders will have an option to provide Bid
Security in the form of a demand draft or a bank guarantee acceptable to the
Authority in the format provided at Appendix-IV. In case a bank guarantee is
provided, its validity period shall not be less than 180 (one hundred and eighty)
days from the Bid Due Date, inclusive of a claim period of 60 (sixty) days, and
may be extended as may be mutually agreed between the Authority and the

2
The cost of RFP may be determined at the rate of Rs. 10,000 (ten thousand) for every Rs. 100 (one
hundred) crore or part thereof comprising the Estimated Project Cost. Thus, the cost of an RFP document
for a project of Rs. 500(five hundred) crore shall be Rs. 50, 000 (fifty thousand).
3
The Authority may prescribe a Bid Security not exceeding 2% of the Estimated Project Cost.

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 Bidder from time to time. Where a demand draft is provided, its validity shall not
be less than 80 (eighty) days from the Bid Due Date for the purposes of
encashment thereof by the Authority. The Bid shall be summarily rejected if it is
not accompanied by the Bid Security.

1.2.5 Bidders are invited to examine the Project in greater detail, and to carry out, at
their cost, such studies as may be required for submitting their respective Bids for
award of the Project including implementation thereof.

1.2.6 (a) Bids are invited for the [financial grant required by a Bidder for implementing
the Project (the “Grant”). A Bidder may, instead of seeking a Grant, offer to pay
a premium to the Authority in the form of Concession Fee in terms of the
Concession Agreement (the “Premium”)]. The concession period and other terms
are pre-determined, as indicated in the draft Concession Agreement, and the
[Grant/ Premium] shall constitute the sole criteria for evaluation of Bids. Subject
to the provisions of Clause 2.7, the Project will be awarded to the Highest Bidder.

(b) In this RFP, the term “Highest Bidder” shall mean the Bidder who is
[offering the highest Premium, and where no Bidder is offering a Premium, it
shall mean the Bidder seeking the lowest Grant.] Subject to the provisions of
Clause 1.2.7, the Project will be awarded to the Highest Bidder.

(c) In case a Bidder seeks a Grant, it shall specify the amount thereof in its Bid.
For the avoidance of doubt, it is clarified that a Bidder who seeks Grant cannot
offer any Premium. The Grant shall be disbursed in accordance with the
provisions of [Article 29] of the draft Concession Agreement.

(d) In case a Bidder offers a Premium, it shall specify the amount thereof payable
annually commencing from the day falling after 365 (three hundred and sixty
five) days of occurrence of the Operations Date, and which shall be increased for
each subsequent year by an additional [5% (five per cent)] of the Premium for the
previous Accounting Year, subject to a maximum of [50% (fifty per cent))] of the
Gross Revenue in the respective year, in accordance with the provisions of
[Article 30] of the draft Concession Agreement.

(e) A Bidder who seeks a Grant, or offers a Premium, shall nevertheless be

required to commence payment of a Revenue Share of [1% (one per cent)] of the
Gross Revenue from [365 (three hundred and sixty five)] days after the
Operations Date, which shall be increased by [1% (one per cent)] for every period
of 1(one) year thereafter subject to a limit of [20% (twenty per cent)] of the Gross
Revenue of such year, in accordance with the provisions of [Article 30] of the
draft Concession Agreement.

1.2.7 Generally, the Highest Bidder shall be the selected Bidder. The remaining Bidders
shall be kept in reserve and may, in accordance with the process specified in the
RFP, be invited to match the Bid submitted by the Highest Bidder in case such
Highest Bidder withdraws or is not selected for any reason. In the event that none
of the other Bidders match the Bid of the Highest Bidder, the Authority may, in
its discretion, invite fresh Bids from the remaining Bidders or annul the Bidding
Process, as the case may be.

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1.2.8 The Concessionaire shall, in consideration of its investment and services, be
entitled to [levy and collect user charges] in accordance with [Article 31] of the
draft Concession Agreement.

1.2.9 All queries by prospective Bidders must be sent only via email to the following
email address only: *****

All communications pertaining to the RFP shall clearly bear the following
identification/ title:

RFP Notice No. *****

“RFP for *****Project”

1.2.10 The Official Website is:

http://www.***********

Bidders are advised to visit this website regularly to keep them updated, for any
changes/ modifications related to this RFP.

1.3 Schedule of Bidding Process

The Authority shall endeavour to adhere to the following schedule:

Event Description Date

1. Sale of Bidding Documents [To be specified]

2. Last date for receiving queries [25 days from date of RFP]
3. Pre-Bid Conference - 1 [30 days from date of RFP]
4. Authority response to queries latest by [35 days from date of RFP]
5. [Pre-Bid Conference – 2]4 [40 days from date of RFP]
6. Authority’s additional response, if any [45 days from date of RFP]
7. Bid Due Date [60 days from date of RFP]
8. Opening of Technical Bids [On Bid Due Date: At least 60
days from the date of RFP]
9. Announcement of qualified Bidders [Within 15 days of Bid Due
date]
10. Opening of Financial Bid [Within 21 days of Bid Due

4
In case of complex projects, the number of Pre-Bid Conferences could be more than two. For repetitive
projects, one Pre-Bid Conference would suffice.

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 Date]
11. Letter of Award (LOA) [Within 30 days of opening of
Financial Bid]
12. Validity of Bids 120 days of Bid Due Date
13. Signing of Concession Agreement Within 30 days of award of
LOA

1.4 Pre-Bid Conference

The date, time and venue of the Pre-Bid Conference shall be:

Date: *****

Time: 1100 hrs

Venue: *****

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 2. INSTRUCTIONS TO BIDDERS

A. GENERAL

2.1 Scope of Bid

2.1.1 The Authority wishes to receive Bids under this RFP from capable Bidders. No
Bidder shall submit more than one Bid for the Project. A Bidder bidding
individually or as a member of a Consortium shall not be entitled to submit
another bid either individually or as a member of any Consortium, as the case
may be.

2.1.2 The Feasibility Report and Project Information Memorandum of the Project are
being provided only as a preliminary reference document by way of assistance to
the Bidders who are expected to carry out their own surveys, investigations and
other detailed examination of the Project before submitting their Bids. Nothing
contained in the Feasibility Report and Project Information Memorandum shall be
binding on the Authority nor confer any right on the Bidders, and the Authority
shall have no liability whatsoever in relation to or arising out of any or all
contents of the Feasibility Report and Project Information Memorandum.

2.1.3 Notwithstanding anything to the contrary contained in this RFP, the detailed terms
specified in the draft Concession Agreement shall have overriding effect;
provided, however, that any conditions or obligations imposed on the Bidder
hereunder shall continue to have effect in addition to its obligations under the
Concession Agreement.

2.1.4 The Technical Bid and Financial Bid should be furnished in the format at
Appendix–I and Appendix-VI respectively along with all enclosures, duly signed
by the Bidder’s authorised signatory. The Financial Bid shall clearly indicate the
bid amount, in both figures and words, in Indian Rupees. The bid amount shall
consist of [a Grant or a Premium, as the case may be,] to be quoted by the Bidder.
[Grant shall be payable by the Authority to the Concessionaire and the Premium
shall be payable by the Concessionaire to the Authority, as the case may be,] as
per the terms and conditions of this RFP and the provisions of the Concession
Agreement. In the event of any difference between figures and words, the amount
indicated in words shall be taken into account.

2.1.5 The Bidder shall deposit a Bid Security of Rs. ***** (Rupees *****) in
accordance with the provisions of this RFP. The Bidder has the option to provide
the Bid Security either as a Demand Draft or in the form of a Bank Guarantee
acceptable to the Authority, as per format at Appendix–IV.

2.1.6 The validity period of the Bank Guarantee shall not be less than 180 (one hundred
and eighty) days from the Bid Due Date, inclusive of a claim period of 60 (sixty)
days, and may be extended as may be mutually agreed between the Authority and
the Bidder. Where a demand draft is provided, its validity shall not be less than 80
(eighty) days from the Bid Due Date, for the purposes of encashment by the
Authority. The Bid shall be summarily rejected if it is not accompanied by the Bid
Security. The Bid Security shall be refundable no later than 120 (one hundred and
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 twenty) days from the Bid Due Date except in the case of the Selected Bidder
whose Bid Security shall be retained till it has provided a Performance Security
under the Concession Agreement.

2.1.7 The Bidder should submit a Power of Attorney as per the format at Appendix–II,
authorising the signatory of the Bid to commit the Bidder.

2.1.8 In case the Bidder is a Consortium, the Members thereof should furnish a Power
of Attorney in favour of the Lead Member in the format at Appendix–III.

2.1.9 Any condition or qualification or any other stipulation contained in the Bid shall
render the Bid liable to rejection as a non-responsive Bid.

2.1.10 The documents including this RFP and all attached documents, provided by the
Authority are and shall remain or become the property of the Authority and are
transmitted to the Bidders solely for the purpose of preparation and submission of
a Bid in accordance herewith. Bidders are to treat all information as strictly
confidential and shall not use it for any purpose other than for preparation and
submission of their Bid. The provisions of this Clause 2.1.10 shall also apply
mutatis mutandis to Bids and all other documents submitted by the Bidders, and
the Authority will not return to the Bidders any Bid, document or any information
provided along therewith.

2.2 Eligibility of Bidders

2.2.1 For determining the eligibility of Bidders for submission of Bids hereunder, the
following shall apply:

(a) The Bidder may be a single entity or a group of entities (the “Consortium”),
coming together to implement the Project. However, no Bidder applying
individually or as a member of a Consortium, as the case may be, can be member
of another Bidder. The term Bidder used herein would apply to both a single
entity and a Consortium.

(b) A Bidder may be a natural person, private entity, government-owned entity or

any combination of them with a formal intent to enter into an agreement or under
an existing agreement to form a Consortium. A Consortium shall be eligible for
consideration subject to the conditions set out in Clause 2.2.6 below.

(c) A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that
affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall
be disqualified$. In the event of disqualification, the Authority shall be entitled to
forfeit and appropriate the Bid Security or Performance Security, as the case may
be, as mutually agreed genuine pre-estimated loss and damage likely to be
suffered and incurred by the Authority and not by way of penalty for, inter alia,
the time, cost and effort of the Authority, including consideration of such Bidder’s
proposal (the “Damages”), without prejudice to any other right or remedy that
may be available to the Authority under the Bidding Documents and/ or the
Concession Agreement or otherwise. Without limiting the generality of the above,

$
The provisions of sub-clauses (i), (iii) and (v) shall not apply to government companies.

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 a Bidder shall be deemed to have a Conflict of Interest affecting the Bidding
Process, if:

(i) the Bidder, its Member or Associate (or any constituent thereof) and any
other Bidder, its Member or any Associate thereof (or any constituent
thereof) have common controlling shareholders or other ownership
interest; provided that this disqualification shall not apply in cases where
the direct or indirect shareholding of a Bidder, its Member or an Associate
thereof (or any shareholder thereof having a shareholding of more than
20% (twenty per cent) of the paid up and subscribed share capital of such
Bidder, Member or Associate, as the case may be) in the other Bidder, its
Member or Associate is less than 20%(twenty percent) of the subscribed
and paid up equity share capital thereof; provided further that this
disqualification shall not apply to any ownership by a bank, insurance
company, pension fund or a public financial institution referred to in sub-
section (72) of section 2 of the Companies Act, 2013. For the purposes of
this Clause 2.2.1(c), indirect shareholding held through one or more
intermediate persons shall be computed as follows: (aa) where any
intermediary is controlled by a person through management control or
otherwise, the entire shareholding held by such controlled intermediary in
any other person (the “Subject Person”) shall be taken into account for
computing the shareholding of such controlling person in the Subject
Person; and (bb) subject always to sub-clause (aa) above, where a person
does not exercise control over an intermediary, which has shareholding in
the Subject Person, the computation of indirect shareholding of such
person in the Subject Person shall be undertaken on a proportionate basis;
provided, however, that no such shareholding shall be reckoned under this
sub-clause (bb) if the shareholding of such person in the intermediary is
less than 26% of the subscribed and paid up equity shareholding of such
intermediary; or

(ii) a constituent of such Bidder is also a constituent of another Bidder; or

(iii) such Bidder, its Member or any Associate thereof receives or has received
any direct or indirect subsidy, grant, concessional loan or subordinated
debt from any other Bidder, its Member or any Associate thereof or has
provided any such subsidy, grant, concessional loan or subordinated debt
to any other Bidder, its Member or any Associate thereof; or

(iv) such Bidder has the same legal representative for purposes of this Bid as
any other Bidder; or

(v) such Bidder, or any Associate thereof has a relationship with another
Bidder, or any Associate thereof, directly or through common third party/
parties, that puts either or both of them in a position to have access to each
other’s information about, or to influence the Bid of either or each other;
or

(vi) such Bidder, or any Associate thereof has participated as a consultant to

the Authority in the preparation of any documents, design or technical
specifications of the Project.

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 (d) A Bidder shall be liable for disqualification if any legal, financial or
technical adviser of the Authority in relation to the Project is engaged by the
Bidder, its Member or any Associate thereof, as the case may be, in any manner
for matters related to or incidental to the Project. For the avoidance of doubt, this
disqualification shall not apply where such adviser was engaged by the Bidder, its
Member or Associate in the past but its assignment expired or was terminated at
least 30 (thirty) days prior to the Bid Due Date. Nor will this disqualification
apply where such adviser is engaged after a period of 3 (three) years from the Bid
Due Date.

Explanation: In case a Bidder is a Consortium, then the term Bidder as used in

this Clause 2.2.1, shall include each Member of such Consortium.

[(e) Other eligibility conditions shall include:5]

2.2.2 To be eligible for Qualification, a Bidder shall fulfil the following condition of
eligibility:

Financial Capacity: The Bidder shall have a minimum Net Worth (the
“Financial Capacity”) of [Rs. ***** (Rupees.*******)] 6 at the close of the
preceding financial year. The Bidder’s Net Cash Accruals for the 5 (five)
preceding financial years must be positive.

In case of a Consortium the combined Net Worth of those Members, who shall
have an equity share of at least 26% (twenty six per cent) each in the SPV, should
satisfy the above condition of eligibility; provided that each such Member shall,
for a period of 2 (two) years from the date of commercial operation of the Project,
hold equity share capital not less than: (i) 26% (twenty six per cent) of the
subscribed and paid up equity of the SPV; and (ii) 5% (five per cent) of the Total
Project Cost specified in the Concession Agreement.

2.2.3 O&M Experience: In the event that the Bidder does not have the requisite O&M
experience, as detailed below, it shall enter into a suitable agreement, within 3
(three) months from the Appointed Date (as defined in the Concession
Agreement), with entity(ies) having such O&M experience relating to the
performance of its O&M obligations, failing which the Concession Agreement
shall be liable to termination. The requisite “O&M Experience” shall be mean:

(i) Category I: Experience of operating and managing at least 1 (one) recognized

medical college with an associated hospital, duly recognized under applicable
law and regulations, for the past 5 (five) financial years preceding the Bid Due
Date; and

5
Other specific conditions of eligibility or restrictions, if any, may be stated here, such as limit on bids in
order to prevent the same entity from acquiring more than a pre-determined number of projects.
6
This amount should be 50% (fifty per cent) of the Estimated Project Cost of the Project for which Bids are
being invited.

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 (ii) Category II: Experience of operating and managing at least 1 (one) 300
bedded hospital which is NABH accredited, for the past 5 (five) financial
years preceding the Bid Due Date.

For avoidance of doubt, O&M experiences of two or more entities cannot be

combined for meeting the requirement under one category of O&M Experience.
However, two different entities can fulfil the requirement under the two
categories.

2.2.4 The Bidder shall enclose with its Technical Bid, to be submitted as per the format
at Appendix-I, complete with its Annexes, the following$:

Certificate(s) from statutory auditors of the Bidder or its Associates specifying the
Net Worth of the Bidder, as at the close of the preceding financial year, and also
specifying that the methodology adopted for calculating such Net Worth conforms
to the provisions of this Clause 2.2.4. For the purposes of this RFP, net worth (the
“Net Worth”) shall mean the sum of subscribed and paid up equity and reserves
from which shall be deducted the sum of revaluation reserves, miscellaneous
expenditure not written off and reserves not available for distribution to equity
share holders.

2.2.5 The Bidder should submit a Power of Attorney as per the format at Appendix-II,
authorising the signatory of the Bid to commit the Bidder. In the case of a
Consortium, the Members should submit a Power of Attorney in favour of the
Lead Member as per format at Appendix-III.

2.2.6 Where the Bidder is a single entity, it may be required to form an appropriate
Special Purpose Vehicle, incorporated under the Indian Companies Act, 2013 (the
“SPV”), to execute the Concession Agreement and implement the Project. In case
the Bidder is a Consortium, it shall, in addition to forming a SPV, comply with
the following additional requirements:

(a) Number of members in a consortium shall not exceed 6 (six), but

information sought in the Bid may be restricted to 4 (four) members in the
order of their equity contribution;

(b) subject to the provisions of sub-clause (a) above, the Bid should contain
the information required for each member of the Consortium;

(c) members of the Consortium shall nominate one member as the lead
member (the “Lead Member”), who shall have an equity share holding of
at least 26% (twenty six per cent) of the paid up and subscribed equity of
the SPV. The nomination(s) shall be supported by a Power of Attorney, in
the format at Appendix-III, signed by all the other Members of the
Consortium;

$
In case duly certified audited annual financial statements containing the requisite details are provided, a
separate certification by statutory auditors would not be necessary in respect of Clause 2.2.4. In
jurisdictions that do not have statutory auditors, the firm of auditors which audits the annual accounts of the
Bidder or its Associate may provide the certificates required under this RFP.

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 (d) the Bid should include a brief description of the roles and responsibilities
of individual members, particularly with reference to their financial other
obligations;

(e) an individual Bidder cannot at the same time be member of a Consortium.

Further, a member of a particular Bidder Consortium cannot be member of
any other Bidder Consortium;

(f) the members of a Consortium shall form an appropriate SPV to execute

the Project, if awarded to the Consortium;

(g) members of the Consortium shall have entered into a binding Joint
Bidding Agreement, substantially in the form specified at Appendix-V
(the “Jt. Bidding Agreement”), for the purpose of making the Bid and
submitting a Bid in the event of being qualified. The Jt. Bidding
Agreement, to be submitted along with the Bid, shall, inter alia:

(i) convey the intent to form an SPV with shareholding/ ownership

equity commitment(s) in accordance with this RFP, which would
enter into the Concession Agreement and subsequently perform all
the obligations of the Concessionaire in terms of the Concession
Agreement, in case the concession to undertake the Project is
awarded to the Consortium;

(ii) clearly outline the proposed roles and responsibilities, if any, of

each member;

(iii) commit the minimum equity stake to be held by each member;

(iv) commit that each of the members, whose Financial Capacity will
be evaluated for the purposes of this RFP, shall subscribe to 26%
(twenty six per cent) or more of the paid up and subscribed equity
of the SPV and shall further commit that each such member shall,
for a period of 2 (two) years from the date of commercial operation
of the Project, hold equity share capital not less than: (i) 26%
(twenty six per cent) of the subscribed and paid up equity share
capital of the SPV; and (ii) 5% (five per cent) of the Total Project
Cost specified in the Concession Agreement;

(v) members of the Consortium undertake that they shall collectively

hold at least 51% (fifty one per cent) of the subscribed and paid up
equity of the SPV at all times until the second anniversary of the
commercial operation date of the Project; and

(vi) and include a statement to the effect that all members of the
Consortium shall be liable jointly and severally for all obligations
of the Concessionaire in relation to the Project until the Appointed
Date is achieved in accordance with the Concession Agreement;
and

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 (h) except as provided under this RFP and the Bidding Documents, there shall
not be any amendment to the Jt. Bidding Agreement without the prior
written consent of the Authority.

2.2.7 Any entity which has been barred by the [Central/ State Government, or any
entity controlled by it,] from participating in any project (PPP or otherwise), and
the bar subsists as on the date of Bid, would not be eligible to submit an Bid,
either individually or as member of a Consortium.

2.2.8 A Bidder including any Consortium Member or Associate should, in the last 3
(three) years, have neither failed to perform on any contract, as evidenced by
imposition of a penalty by an arbitral or judicial authority or a judicial
pronouncement or arbitration award against the Bidder, Consortium Member or
Associate, as the case may be, nor has been expelled from any project or contract
by any public entity nor have had any contract terminated by any public entity for
breach by such Bidder, Consortium Member or Associate. Provided, however,
that where a Bidder claims that its disqualification arising on account of any cause
or event specified in this Clause 2.2.8 is such that it does not reflect (a) any
malfeasance on its part in relation to such cause or event; (b) any wilful default or
patent breach of the material terms of the relevant contract; (c) any fraud, deceit
or misrepresentation in relation to such contract; or (d) any rescinding or
abandoning of such contract, it may make a representation to this effect to the
Authority for seeking a waiver from the disqualification hereunder and the
Authority may, in its sole discretion and for reasons to be recorded in writing,
grant such waiver if it is satisfied with the grounds of such representation and is
further satisfied that such waiver is not in any manner likely to cause a material
adverse impact on the Bidding Process or on the implementation of the Project.

2.2.9 In computing the Financial Capacity of the Bidder/ Consortium Members under
Clauses 2.2.2 and 2.2.4, the Financial Capacity of their respective Associates
would also be eligible hereunder.

For purposes of this RFP, Associate means, in relation to the Bidder/ Consortium
Members, a person who controls, is controlled by, or is under the common control
with such Bidder or Consortium Members, as the case may be (the “Associate”).
As used in this definition, the expression “control” means, with respect to a
person which is a company or corporation, the ownership, directly or indirectly,
of more than 50% (fifty per cent) of the voting shares of such person, and with
respect to a person which is not a company or corporation, the power to direct the
management and policies of such person by operation of law.

2.2.10 The following conditions shall be adhered to while submitting a Bid:

(a) Bidders should attach clearly marked and referenced continuation sheets
in the event that the space provided in the prescribed forms in the Annexes
is insufficient. Alternatively, Bidders may format the prescribed forms
making due provision for incorporation of the requested information;

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 (b) information supplied by a Bidder (or other constituent Member if the
Bidder is a Consortium) must apply to the Bidder, Member or Associate
named in the Bid and not, unless specifically requested, to other associated
companies or firms;

(c) in responding to the qualification submissions, Bidders should

demonstrate their capabilities in accordance with Section 3 below;

(d) in case the Bidder is a Consortium, each Member should substantially

satisfy the qualification requirements to the extent specified herein; and

2.2.11 [While qualification is open to persons from any country, the following provisions
shall apply:]

[(a) Where, on the date of the Bid, 25% (twenty five per cent) or more of the
aggregate issued, subscribed and paid up equity share capital in a Bidder
or its Member is held by persons resident outside India or where a Bidder
or its Member is controlled by persons resident outside India; or

(b) if at any subsequent stage after the date of the Bid, there is an acquisition
of 25% (twenty five per cent) or more of the aggregate issued, subscribed
and paid up equity share capital or control, by persons resident outside
India, in or of the Bidder or its Member;]

[then the qualification of such Bidder or in the event described in sub clause (b)
above, the continued qualification of the Bidder shall be subject to approval of the
Authority from national security and public interest perspective. The decision of
the Authority in this behalf shall be final and conclusive, and binding on the
Bidder.]

[The holding or acquisition of equity or control, as above, shall include direct or

indirect holding/ acquisition, including by transfer, of the direct or indirect legal
or beneficial ownership or control, by persons acting for themselves or in concert
and in determining such holding or acquisition, the Authority shall be guided by
the principles, precedents and definitions contained in the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, or any substitute thereof, as in force on the date of such
acquisition.]7

The Bidder shall promptly inform the Authority of any change in the
shareholding, as above, and failure to do so shall render the Bidder liable for
disqualification from the Bidding Process.

2.2.12 Notwithstanding anything to the contrary contained herein, in the event that the
Bid Due Date falls within 3 (three) months of the closing of the latest financial
year of a Bidder, it shall ignore such financial year for the purposes of its Bid and
furnish all its information and certification with reference to the 5 (five) years or 1

7
The provisions of this Clause 2.2.11 may be modified from time to time in accordance with the extant
instructions of the Government.

22
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 (one) year, as the case may be, preceding its latest financial year. For the
avoidance of doubt, financial year shall, for the purposes of a Bid hereunder,
mean the accounting year followed by the Bidder in the course of its normal
business.

2.2.13 A Bidder shall be liable for disqualification and forfeiture of Bid Security if any
legal, financial or technical adviser of the Authority in relation to the Project is
engaged by the Bidder, its Members or any Associate thereof, as the case may be,
in any manner for matters related to or incidental to such Project during the
Bidding Process or subsequent to the (i) issue of the LOA or (ii) execution of the
Concession Agreement. In the event any such adviser is engaged by the Selected
Bidder, as the case may be, after issue of the LOA or execution of the Concession
Agreement for matters related or incidental to the Project, then notwithstanding
anything to the contrary contained herein or in the LOA or the Concession
Agreement and without prejudice to any other right or remedy of the Authority,
including the forfeiture and appropriation of the Bid Security or Performance
Security, as the case may be, which the Authority may have thereunder or
otherwise, the LOA or the Concession Agreement, as the case may be, shall be
liable to be terminated without the Authority being liable in any manner
whatsoever to the Selected Bidder or Concessionaire for the same. For the
avoidance of doubt, this disqualification shall not apply where such adviser was
engaged by the Bidder, its Member or Associate in the past but its assignment
expired or was terminated at least 30 (thirty) days prior to the Bid Due Date. Nor
will this disqualification apply where such adviser is engaged after a period of 3
(three) years from the Bid Due Date.

2.2.14 This RFP is not transferable.

2.2.15 Any award of Concession pursuant to this RFP shall be subject to the terms of
Bidding Documents.

2.3 Change in Ownership

2.3.1 By submitting the Bid, the Bidder acknowledges that it will be qualified on the
basis of Financial Capacity of those of its Consortium Members who shall until
the 2nd (second) anniversary of the date of commercial operations of the Project,
hold equity share capital representing not less than: (i) 26% (twenty six per cent)
of the subscribed and paid-up equity of the Concessionaire; and (ii) 5% (five per
cent) of the Total Project Cost specified in the Concession Agreement. The Bidder
further acknowledges and agrees that the aforesaid obligation shall be the
minimum, and shall be in addition to such other obligations as may be contained
in the Concession Agreement, and a breach hereof shall, notwithstanding anything
to the contrary contained in the Concession Agreement, be deemed to be a breach
of the Concession Agreement and dealt with as such thereunder. For the
avoidance of doubt, the provisions of this Clause 2.3.1 shall apply only when the
Bidder is a Consortium.

2.3.2 By submitting the Bid, the Bidder shall also be deemed to have acknowledged and
agreed that in the event of a change in the control of a Consortium Member whose
Financial Capacity was taken into consideration for the purposes of qualification
under and in accordance with this RFP, the Bidder shall be deemed to have the

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 knowledge of the same, and shall inform the Authority forthwith along with all
relevant particulars about the same and the Authority may, in its sole discretion,
disqualify the Bidder or withdraw the LOA from the Selected Bidder, as the case
may be. In the event such change in control occurs after signing of the Concession
Agreement but prior to the Appointed Date under the Concession Agreement, it
would, notwithstanding anything to the contrary contained in the Concession
Agreement, be deemed to be a breach of the Concession Agreement, and the same
shall, at the discretion of the Authority, be liable to be terminated without the
Authority being liable in any manner whatsoever to the Concessionaire. In such
an event, notwithstanding anything to the contrary contained in the Concession
Agreement, the Authority shall, at its sole discretion, be entitled to forfeit and
appropriate the Bid Security or Performance Security, as the case may be, as
Damages, without prejudice to any other right or remedy that may be available to
the Authority under the Bidding Documents and/ or the Concession Agreement or
otherwise.

2.4 Number of Bids and costs thereof

2.4.1 No Bidder shall submit more than one Bid for the Project. A Bidder applying
individually or as a member of a Consortium shall not be entitled to submit
another Bid either individually or as a member of any Consortium, as the case
may be.

2.4.2 The Bidders shall be responsible for all of the costs associated with the
preparation of their Bids and their participation in the Bidding Process. The
Authority will not be responsible or in any way liable for such costs, regardless of
the conduct or outcome of the Bidding Process.

2.5 Site visit and verification of information

Bidders are encouraged to submit their respective Bids after visiting the Project
site and ascertaining for themselves the site conditions, demand, location,
surroundings, state of clinical and para-clinical facilities, climate, availability of
power, water and other utilities for construction, access to site, handling and
storage of materials, weather data, applicable laws and regulations, and any other
matter considered relevant by them.

2.6 Acknowledgement by Bidder

2.6.1 It shall be deemed that by submitting the Bid, the Bidder has:

(a) made a complete and careful examination of the Bidding Documents;

(b) received all relevant information requested from the Authority;

(c) accepted the risk of inadequacy, error or mistake in the information

provided in the Bidding Documents or furnished by or on behalf of the
Authority relating to any of the matters referred to in Clause 2.5 above;

(d) satisfied itself about all matters, things and information including matters
referred to in Clause 2.5 hereinabove necessary and required for
24
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 submitting an informed Bid, execution of the Project in accordance with
the Bidding Documents and performance of all of its obligations
thereunder;

(e) acknowledged and agreed that inadequacy, lack of completeness or

incorrectness of information provided in the Bidding Documents or
ignorance of any of the matters referred to in Clause 2.5 hereinabove shall
not be a basis for any claim for compensation, damages, extension of time
for performance of its obligations, loss of profits etc. from the Authority,
or a ground for termination of the Concession Agreement by the
Concessionaire;

(f) acknowledged that it does not have a Conflict of Interest; and

(g) agreed to be bound by the undertakings provided by it under and in terms

hereof.

2.6.2 The Authority shall not be liable for any omission, mistake or error in respect of
any of the above or on account of any matter or thing arising out of or concerning
or relating to the RFP or the Bidding Process, including any error or mistake
therein or in any information or data given by the Authority.

2.7 Right to accept or reject any or all Bids

2.7.1 Notwithstanding anything contained in this RFP, the Authority reserves the right
to accept or reject any Bid and to annul the Bidding Process and reject all Bids, at
any time without any liability or any obligation for such acceptance, rejection or
annulment, and without assigning any reasons therefor. In the event that the
Authority rejects or annuls all the Bids, it may, in its discretion, invite all eligible
Bidders to submit fresh Bids hereunder.

2.7.2 The Authority reserves the right to reject any Bid if:

(a) at any time, a material misrepresentation is made or uncovered, or

(b) the Bidder does not provide, within the time specified by the Authority,
the supplemental information sought by the Authority for evaluation of the
Bid.

Such misrepresentation/ improper response shall lead to the disqualification of the

Bidder. If the Bidder is a Consortium, then the entire Consortium may be
disqualified/ rejected.

2.7.3 If disqualification/ rejection of a Bidder occurs after the Bids have been opened
and the Highest Bidder gets disqualified/ rejected, then the Authority reserves the
right to:

(i) invite the remaining Bidders to match the Highest Bidder/ submit their
Bids in accordance with the RFP; or

25
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 (ii) take any such measure as may be deemed fit in the sole discretion of the
Authority, including annulment of the Bidding Process.

2.7.4 In case it is found during the evaluation or at any time before signing of the
Concession Agreement or after its execution and during the period of subsistence
thereof that one or more of the qualification conditions have not been met by the
Bidder, or the Bidder has made material misrepresentation or has given any
materially incorrect or false information, the Bidder shall be disqualified
forthwith if not yet appointed as the Concessionaire either by issue of the LOA or
entering into of the Concession Agreement, and if the Bidder/SPV has already
been issued the LOA or has entered into the Concession Agreement, as the case
may be, the same shall, notwithstanding anything to the contrary contained
therein or in this RFP, be liable to be terminated, by a communication in writing
by the Authority to the Bidder, without the Authority being liable in any manner
whatsoever to the Bidder. The Authority shall be entitled to forfeit and
appropriate the Bid Security or Performance Security, as the case may be, as
Damages, and without prejudice to any other right or remedy which the Authority
may have under this RFP, the Bidding Documents, the Concession Agreement or
otherwise.

2.7.5 The Authority reserves the right to verify all statements, information and
documents submitted by the Bidder in response to the RFP or the Bidding
Documents and the Bidder shall, when so required by the Authority, make
available all such information, evidence and documents as may be necessary for
such verification. Any such verification or lack of such verification by the
Authority shall not relieve the Bidder of its obligations or liabilities hereunder nor
will it affect any rights of the Authority thereunder.

2.7.6 The Authority may, in its sole discretion and on grounds of reciprocity, disqualify
a Bidder, if any or all of its constituents are entities incorporated in a country
where an entity incorporated in India does not have similar rights of bidding for
contracts contemplated hereunder.

B. DOCUMENTS

2.8 Contents of the RFP

This RFP comprises the disclaimer set forth hereinabove, the contents as listed
below, and will additionally include any Addenda issued in accordance with
Clause 2.10.

Invitation for Bid

Section 1. Introduction
Section 2. Instructions to Bidders
Section 3. Criteria for Evaluation
Section 4. Fraud & Corrupt Practices
Section 5. Pre-Bid Conference
Section 6. Miscellaneous

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 Appendices

I. Letter comprising the Technical Bid

II. Power of Attorney for signing of Bid
III. Power of Attorney for Lead Member of Consortium
IV. Bank Guarantee for Bid Security
V. Joint Bidding Agreement for Consortium
VI. Letter comprising the Financial Bid
VII. Guidelines of the Department of Disinvestment
VIII. List of Bid-specific provisions
IX List of Project specific provisions

2.9 Clarifications

2.9.1 Bidders requiring any clarification on the RFP may notify the Authority only by
e-mail in accordance with Clause 1.2.9. They should send in their queries on or
before the date specified in the schedule of Bidding Process contained in Clause
1.3. The Authority shall endeavour to respond to the queries within the period
specified therein, but no later than 10 (ten) days prior to the Bid Due Date. The
Authority will post all the queries and its responses on the official Website
without identifying the source of queries.
2.9.2 The Authority shall endeavour to respond to the questions raised or clarifications
sought by the Bidders. However, the Authority reserves the right not to respond to
any question or provide any clarification, in its sole discretion, and nothing in this
Clause shall be taken or read as compelling or requiring the Authority to respond
to any question or to provide any clarification.
2.9.3 The Authority may also on its own motion, if deemed necessary, issue
interpretations and clarifications to all Bidders. All clarifications and
interpretations issued by the Authority shall be deemed to be part of the Bidding
Documents. Verbal clarifications and information given by Authority or its
employees or representatives shall not in any way or manner be binding on the
Authority.
2.10 Amendment of RFP

2.10.1 At any time prior to the Bid Due Date, the Authority may, for any reason, whether
at its own initiative or in response to clarifications requested by a Bidder, modify
the RFP by the issuance of Addenda.

2.10.2 Any Addendum thus issued hereunder shall be hosted on the website of *****.

2.10.3 In order to afford the Bidders a reasonable time for taking an Addendum into
account, or for any other reason, the Authority may, in its sole discretion, extend
the Bid Due Date.$

$
While extending the Bid Due Date on account of an addendum, the Authority shall have due regard for
the time required by Bidders to address the amendments specified therein. In the case of significant
amendments, at least 15 (fifteen) days shall be provided between the date of amendment and the Bid Due
Date, and in the case of minor amendments, at least 7 (seven) days shall be provided.

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C. PREPARATION AND SUBMISSION OF BID

2.11 Language

The Bid and all related correspondence and documents in relation to the Bidding
Process shall be in English language. Supporting documents and printed literature
furnished by the Bidder with the Bid may be in any other language provided that
they are accompanied by translations of all the pertinent passages in the English
language, duly authenticated and certified by the Bidder. Supporting materials,
which are not translated into English, may not be considered. For the purpose of
interpretation and evaluation of the Bid, the English language translation shall
prevail.

2.12 Format and signing of Bid

2.12.1 The Bidder shall provide all the information sought under this RFP. The
Authority will evaluate only those Bids that are received in the required formats
and complete in all respects. Incomplete and /or conditional Bids shall be liable to
rejection.

2.12.2 The Bid shall be typed or written in indelible ink. It shall be duly signed in digital
form by the authorised signatory of the Applicant. All the alterations, omissions,
additions or any other amendments made to the Bid shall be initialed by the
person(s) signing the Application. The Bid shall contain page numbers.

2.13 Submission of Bids

2.13.1 The Bidder shall submit the Bid no later than the date and time specified as the
Bid Due Date, on the e-procurement platform of the Authority at the Official
Website, duly signed in digital form by the authorised signatory of the Bidder, by
uploading the complete and legible scanned/digital copies of the Technical and
Financial Bids in pdf/digital format (i.e. scanned copy of original signed
documents and the supporting documents). The documents submitted in the Bid
should be scanned in at least 100 dpi with black and white option.

2.13.2 The Bid is to be submitted on the document downloaded from Official Website,
the Bidder shall be responsible for its accuracy and correctness as per the version
uploaded by the Authority and shall ensure that there are no changes caused in the
content of the downloaded document. In case of any discrepancy between the
document used for submission by the Bidder and the version uploaded by the
Authority, the latter shall prevail.

2.13.3 The documents comprising the Bid referred to in Clause 2.13.1 shall include:
(i) Technical Bid in the prescribed format (Appendix-I) along with Annexes
and supporting documents;
(ii) Bid Security in the format at Appendix-IV;

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 (iii) Power of Attorney for signing the Bid as per the format at Appendix-II;
(iv) If applicable, the Power of Attorney for Lead Member of Consortium as
per the format at Appendix-III;
(v) Jt. Bidding Agreement, in case of a Consortium, substantially in the
format at Appendix-V;

(vi) Memorandum and Articles of Association, if the Bidder is a body

corporate, and if a partnership then a copy of its partnership deed;
(vi) Bidder’s duly audited balance sheet and profit and loss account for the
preceding five years;
(viii) Concession Agreement with each page initialed by the person signing the
Bid in pursuance of the Power of Attorney referred to in Clause (iii)
hereinabove;
(ix) Financial Bid in the prescribed format (Appendix-VI); [and
[x) any other sector or project-specific requirement that may be specified by
the Authority;]

2.13.4 The following documents shall be separately submitted in original to the person
specified in the Clause 2.13.5 in a sealed envelope on or before the Bid Due Date,
failing which the Bid shall be rejected:
(a) Power of attorney as required under Clause 2.13.3 (iii) and Clause 2.13.3
(iv);
(b) Joint Biding Agreement as required under Clause 2.13.3 (v);
(c) Demand draft towards the cost of the RFP process as required under
clause 1.2.1; and
(d) Bank Guarantee / Demand Draft towards the Bid Security as required
under Clause 2.25.

The envelope specified in this Clause 2.13.4 shall clearly bear the following
identification:

“Enclosures of the Bid for ******** Project”

If the envelope is not sealed and marked as instructed above, the Authority
assumes no responsibility for the misplacement or premature opening of the
contents of the Bid and consequent losses, if any, suffered by the Bidder.

2.13.5 The envelope specified in Clause 2.13.4 shall be addressed to:

ATTN. OF: Mr/Ms. *******

DESIGNATION: *******

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 ADDRESS: *******

TELEPHONE NO: *******

E-MAIL ADDRESS: *******

2.13.6 Bids submitted by special messenger, fax, telex, telegram, e-mail , or in any way
other than on the specified e-platform for bidding, shall not be entertained and
shall be rejected.

2.14 Bid Due Date

2.14.1 The Bid specified in Clause 2.13.1 should be submitted before 11.00 hours IST on
the Bid Due Date, on the Official Website as per the format and in the manner and
form as detailed in this RFP.

2.14.2 [For the purpose of submission of the Bid on the Official Website, registration of
the Bidder with Official Website is mandatory. For any assistance regarding e-
tendering, the Bidder may go to the helpdesk on the Official Website. A Bidder
who is already registered need not register again. However, the Bidder is required
to have a Class-III Digital Certificate issued by a licensed Certifying Authority
(CA).]

2.14.3 The Authority may, in its sole discretion, extend the Bid Due Date by issuing an
Addendum in accordance with Clause 2.10 uniformly for all Bidders.

2.14.4 Bids received by the Authority after the specified time on the Bid Due Date shall
not be eligible for consideration and shall be summarily rejected.

2.15 Contents of the Bid

2.15.1 The Technical Bid shall be furnished in the format at Appendix–I along with all
the information and documents (complete in all respects) as requested in this RFP.

2.15.2 The Financial Bid shall be furnished in the format at Appendix–VI and shall
consist of a [Grant or Premium, as the case may be,] to be quoted by the Bidder.
The Bidder shall specify (in Indian Rupees) the [Grant or Premium, as the case
may be, required by it or offered by it, as the case may be,] to undertake the
Project in accordance with this RFP and the provisions of the Concession
Agreement.

2.15.3 The opening of Bids and acceptance thereof shall be substantially in accordance
with this RFP.

2.15.4 The proposed Concession Agreement shall be deemed to be part of the Bid.

2.16 Modifications/ substitution/ withdrawal of Bids

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2.16.1 The Bidder may modify, substitute or withdraw its Bid after submission, provided
that the modification, substitution or withdrawal is received by the Authority prior
to the closing time on the Bid Due Date. No Bid shall be modified, substituted or
withdrawn by the Bidder on or after the closing time on the Bid Due Date.

2.16.2 Any alteration/ modification in the Bid or additional information or material

supplied subsequent to the closing time on the Bid Due Date, unless the same has
been expressly sought for by the Authority, shall be disregarded.

D. EVALUATION PROCESS

2.17 Opening and Evaluation of Bids

2.17.1 The Authority shall open the Technical Bids at 1300 hours IST on the Bid Due
Date, at the place specified in Clause 2.13.5 and in the presence of the Bidders
who choose to attend.

2.17.2 Bids for which a notice of withdrawal has been submitted in accordance with
Clause 2.16 shall not be opened.

2.17.3 The Authority will subsequently examine and evaluate Bids in accordance with
the provisions set out in Section 3.

2.17.4 Bidders are advised that selection of Bidders will be entirely at the discretion of
the Authority. Bidders will be deemed to have understood and agreed that no
explanation or justification on any aspect of the Bidding Process or selection will
be given.

2.17.5 Any information contained in the Bid shall not in any way be construed as
binding on the Authority, its agents, successors or assigns, but shall be binding
against the Bidder if the Project is subsequently awarded to it on the basis of such
information.

2.17.6 The Authority reserves the right not to proceed with the Bidding Process at any
time without notice or liability and to reject any or all Bid(s) without assigning
any reasons.

2.18 Confidentiality

Information relating to the examination, clarification, evaluation, and

recommendation of the Bidders shall not be disclosed to any person who is not
officially concerned with the process or is not a retained professional advisor
advising the Authority in relation to, or matters arising out of, or concerning the
Bidding Process. The Authority will treat all information, submitted as part of
Bid, in confidence and will require all those who have access to such material to
treat the same in confidence. The Authority may not divulge any such information
unless it is directed to do so by any statutory entity that has the power under law
to require its disclosure or is to enforce or assert any right or privilege of the

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 statutory entity and/ or the Authority or as may be required by law or in
connection with any legal process.

2.19 Tests of responsiveness

2.19.1 Prior to evaluation of Bids, the Authority shall determine whether each Technical
Bid is responsive to the requirements of the RFP. A Technical Bid shall be
considered responsive if:
(a) it is received as per the specified format;
(b) it is received by the Bid Due Date including any extension thereof
pursuant to Clause 2.14.3;
(c) it is signed and marked as stipulated in Clauses 2.12 and 2.13;
(d) it is accompanied by the Bid Security as specified in Clause 2.1.5
(e) it is accompanied by the Power of Attorney as specified in Clause 2.2.5,
and in the case of a Consortium, the Power of Attorney as specified in
Clause 2.2.6 (c);
(f) it contains all the information and documents (complete in all respects) as
requested in this RFP;
(g) it contains information in formats same as those specified in this RFP;
(h) it contains certificates from its statutory auditors$ in the formats specified
at Appendix-I of the RFP;
(i) it is accompanied by the Jt. Bidding Agreement (for Consortium), specific
to the Project, as stipulated in Clause 2.2.6(g);
(j) it does not contain any condition or qualification;
(k) the original documents as stipulated under Clause 2.13.4 have been
submitted by the Bidder; and
(l) it is not non-responsive in terms hereof.

2.19.2 A Financial Bid not conforming with the format specified at Appendix-VI shall
not be considered as responsive to the requirements of the RFP.

2.19.3 The Authority reserves the right to reject any Bid which is non-responsive and no
request for alteration, modification, substitution or withdrawal shall be entertained
by the Authority in respect of such Bid. Provided, however, that the Authority
may, in its discretion, allow the Bidder to rectify any infirmities or omissions if
the same do not constitute a material modification of the Bid.

2.20 Clarifications

$
In case duly certified audited annual financial statements containing the requisite details are provided, a
separate certification by statutory auditors would not be necessary in respect of Clause 2.19.1 (h). In
jurisdictions that do not have statutory auditors, the firm of auditors which audits the annual accounts of the
Bidder may provide the certificates required under this RFP.

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2.20.1 To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek
clarifications from any Bidder regarding its Bid. Such clarification(s) shall be
provided within the time specified by the Authority for this purpose. Any request
for clarification(s) and all clarification(s) in response thereto shall be in writing.

2.20.2 If a Bidder does not provide clarifications sought under Clause 2.20.1 above
within the prescribed time, its Bid shall be liable to be rejected. In case the Bid is
not rejected, the Authority may proceed to evaluate the Bid by construing the
particulars requiring clarification to the best of its understanding, and the Bidder
shall be barred from subsequently questioning such interpretation of the
Authority.

E. PRE-QUALIFICATION AND BIDDING

2.21 Submission of Bid

The Bidder shall submit its Bid in the form and manner to be set out in this RFP.

2.22 Pre-Qualification and notification

After the evaluation of Technical Bids, the Authority would announce a list of
qualified Bidders who will be eligible for opening of their Financial Bids. All
communications relating to Pre-qualification shall be uploaded on Official
Website. The Authority will not entertain any query or clarification from Bidders
who fail to pre-qualify.

2.23 Proprietary data

All documents and other information supplied by the Authority or submitted by a

Bidder to the Authority shall remain or become the property of the Authority.
Bidders are to treat all information as strictly confidential and shall not use it for
any purpose other than for preparation and submission of their Bid. The Authority
will not return any Bid or any information provided along therewith.

2.24 Correspondence with the Bidder

Save and except as provided in this RFP, the Authority shall not entertain any
correspondence with any Bidder in relation to the acceptance or rejection of any
Bid.

F. BID SECURITY

2.25 Bid Security

2.25.1 The Bidder shall furnish as part of its Bid, a Bid Security referred to in Clauses
2.1.5 and 2.1.6 hereinabove in the form of a bank guarantee issued by a
nationalised bank, or a Scheduled Bank in India having a net worth of at least Rs.
1,000 crore (Rupees one thousand crore), in favour of the Authority in the format
at Appendix–IV (the “Bank Guarantee”) and having a validity period of not less
than 180 (one hundred and eighty) days from the Bid Due Date, inclusive of a
claim period of 60 (sixty) days, and may be extended as may be mutually agreed
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 between the Authority and the Bidder from time to time. In case the Bank
Guarantee is issued by a foreign bank outside India, confirmation of the same by
any nationalised bank in India is required. For the avoidance of doubt, Scheduled
Bank shall mean a bank as defined under Section 2(e) of the Reserve Bank of
India Act, 1934.

2.25.2 Bid Security can also be in the form of a demand draft issued by a Scheduled
Bank in India, drawn in favour of the Authority and payable at [*****] (the
“Demand Draft”). The Authority shall not be liable to pay any interest on the Bid
Security deposit so made and the same shall be interest free.

2.25.3 Any Bid not accompanied by the Bid Security shall be summarily rejected by the
Authority as non-responsive.

2.25.4 Save and except as provided in Clause 1.2.4 above, the Bid Security of
unsuccessful Bidders will be returned by the Authority, without any interest, as
promptly as possible on acceptance of the Bid of the Selected Bidder or when the
Bidding process is cancelled by the Authority, and in any case within 180 (one
hundred and eighty) days from the Bid Due Date. Where Bid Security has been
paid by Demand Draft, the refund thereof shall be in the form of an account payee
demand draft in favour of the unsuccessful Bidder(s). Bidders may by specific
instructions in writing to the Authority give the name and address of the person in
whose favour the said demand draft shall be drawn by the Authority for refund,
failing which it shall be drawn in the name of the Bidder and shall be mailed to
the address given on the Bid.

2.25.5 The Selected Bidder’s Bid Security will be returned, without any interest, upon
the Concessionaire signing the Concession Agreement and furnishing the
Performance Security in accordance with the provisions thereof.

2.25.6 The Authority shall be entitled to forfeit and appropriate the Bid Security as
Damages inter alia in any of the events specified in Clause 2.25.7 herein below.
The Bidder, by submitting its Bid pursuant to this RFP, shall be deemed to have
acknowledged and confirmed that the Authority will suffer loss and damage on
account of withdrawal of its Bid or for any other default by the Bidder during the
period of Bid validity as specified in this RFP. No relaxation of any kind on Bid
Security shall be given to any Bidder.

2.25.7 The Bid Security shall be forfeited as Damages without prejudice to any other
right or remedy that may be available to the Authority under the Bidding
Documents and/ or under the Concession Agreement, or otherwise, if

(a) a Bidder submits a non-responsive Bid;

(b) a Bidder engages in a corrupt practice, fraudulent practice, coercive

practice, undesirable practice or restrictive practice as specified in Section
4 of this RFP;

(c) a Bidder withdraws its Bid during the period of Bid validity as specified
in this RFP and as extended by mutual consent of the respective Bidder(s)
and the Authority;

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 (d) the Selected Bidder fails within the specified time limit -

(i) to sign and return the duplicate copy of LOA; or

(ii) to sign the Concession Agreement; or

(iii) to furnish the Performance Security within the period prescribed

therefor in the Concession Agreement.

(e) the Selected Bidder, having signed the Concession Agreement, commits
any breach thereof prior to furnishing the Performance Security.

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 3. CRITERIA FOR EVALUATION

3.1 Evaluation of Bids

3.1.1 Only those Bidders who meet the eligibility criteria specified in Clauses 2.2.2 and
2.2.3 shall qualify for evaluation under this Section 3. Bids of firms/ consortia
who do not meet these criteria shall be rejected.

3.1.2 The Bidder’s competence and capability is proposed to be established by the

Financial Capacity.

3.2 Financial information for purposes of evaluation

3.2.1 The Bid must be accompanied by the Audited Annual Reports of the Bidder (of
each Member in case of a Consortium) for the last 5 (five) financial years,
preceding the year in which the Bid is made.

3.2.2 In case the annual accounts for the latest financial year are not audited and
therefore the Bidder cannot make it available, the Bidder shall give an
undertaking to this effect and the statutory auditor shall certify the same. In such a
case, the Bidder shall provide the Audited Annual Reports for 5 (five) years
preceding the year for which the Audited Annual Report is not being provided.

3.2.3 The Bidder must establish the minimum Net Worth specified in Clause 2.2.2, and
provide details as per format at Annex-II of Appendix-I.

3.3 Pre-Qualification of Bidders

3.3.1 The credentials of eligible Bidders shall be measured in terms of their Financial
Capacity.

3.4 Selection of Bidder

3.4.1 Subject to the provisions of Clause 2.7.1, the Bidders qualified in the Technical
Bid shall be informed individually about the time of opening of the Financial
Bids. The Authority shall open the Financial Bids of the Bidders qualified in the
Technical Bid on the scheduled date and time in the presence of the authorized
representatives of the Bidders who may choose to attend..

3.4.2 The Bidder whose Bid is adjudged as responsive in terms of Clause 2.19 and who
quotes the [highest Premium offered to the Authority, and in the event that no
Bidder offers a Premium, then the Bidder quoting the lowest Grant to be paid by
the Authority] shall ordinarily be declared as the selected Bidder (the “Selected
Bidder”). In the event that the Authority rejects or annuls all the Bids, it may, in
its discretion, invite all eligible Bidders to submit fresh Bids hereunder.

3.4.3 In the event that two or more Bidders quote the same amount of [Premium or
Grant, as the case may be] (the “Tie Bidders”), the Authority shall identify the
Selected Bidder by draw of lots, which shall be conducted, with prior notice, in
the presence of the Tie Bidders who choose to attend.

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3.4.4 In the event that the Highest Bidder withdraws or is not selected for any reason in
the first instance (the “first round of bidding”), the Authority may invite all the
remaining Bidders to revalidate or extend their respective Bid Security, as
necessary, and match the Bid of the aforesaid Highest Bidder (the “second round
of bidding”). If in the second round of bidding, only one Bidder matches the
Highest Bidder, it shall be the Selected Bidder. If two or more Bidders match the
said Highest Bidder in the second round of bidding, then the Bidder whose Bid
was higher as compared to other Bidder(s) in the first round of bidding shall be
the Selected Bidder. For example, if the second and third highest Bidders in the
first round of bidding offer to match the said Highest Bidder in the second round
of bidding, the said second Highest Bidder shall be the Selected Bidder.

3.4.5 In the event that no Bidder offers to match the Highest Bidder in the second round
of bidding as specified in Clause 3.4.4, the Authority may, in its discretion, invite
fresh Bids (the “third round of bidding”) from all Bidders except the Highest
Bidder of the first round of bidding, or annul the Bidding Process, as the case may
be. In case the Bidders are invited in the third round of bidding to revalidate or
extend their Bid Security, as necessary, and offer fresh Bids, they shall be eligible
for submission of fresh Bids provided, however, that in such third round of
bidding only such Bids shall be eligible for consideration which are higher than
the Bid of the second highest Bidder in the first round of bidding.

3.4.6 After selection, a Letter of Award (the “LOA”) shall be issued, in duplicate, by
the Authority to the Selected Bidder and the Selected Bidder shall, within 7
(seven) days of the receipt of the LOA, sign and return the duplicate copy of the
LOA in acknowledgement thereof. In the event the duplicate copy of the LOA
duly signed by the Selected Bidder is not received by the stipulated date, the
Authority may, unless it consents to extension of time for submission thereof,
appropriate the Bid Security of such Bidder as Damages on account of failure of
the Selected Bidder to acknowledge the LOA, and the next eligible Bidder may be
considered.

3.4.7 After acknowledgement of the LOA as aforesaid by the Selected Bidder, it shall
execute the Concession Agreement within the period prescribed in Clause 1.3.
The Selected Bidder shall not be entitled to seek any deviation, modification or
amendment in the Concession Agreement.

3.5 Contacts during Bid Evaluation

Bids shall be deemed to be under consideration immediately after they are opened
and until such time the Authority makes official intimation of award/ rejection to
the Bidders. While the Bids are under consideration, Bidders and/ or their
representatives or other interested parties are advised to refrain, save and except
as required under the Bidding Documents, from contacting by any means, the
Authority and/ or their employees/ representatives on matters related to the Bids
under consideration.

3.6 Bid Parameter

The Bid shall comprise a [Grant or a Premium, as the case may be], to be quoted
by the Bidder in accordance with the provisions of the Concession Agreement.

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 The Bidder who offers the [highest Premium, and in case no Bidder offers a
Premium, then the Bidder requiring the lowest Grant] shall ordinarily be the
Selected Bidder. The [Grant/Premium] comprising the Bid shall be offered in
accordance with the provisions of Clause 1.2.6.

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 4. FRAUD AND CORRUPT PRACTICES

4.1 The Bidders and their respective officers, employees, agents and advisers shall
observe the highest standard of ethics during the Bidding Process and subsequent
to the issue of the LOA and during the subsistence of the Concession Agreement.
Notwithstanding anything to the contrary contained herein, or in the LOA or the
Concession Agreement, the Authority may reject a Bid, withdraw the LOA, or
terminate the Concession Agreement, as the case may be, without being liable in
any manner whatsoever to the Bidder if it determines that the Bidderor the
Concessionaire, as the case may be, has, directly or indirectly or through an agent,
engaged in corrupt practice, fraudulent practice, coercive practice, undesirable
practice or restrictive practice in the Bidding Process. . In such an event, the
Authority shall be entitled to forfeit and appropriate the Bid Security or
Performance Security, as the case may be, as Damages, without prejudice to any
other right or remedy that may be available to the Authority under the Bidding
Documents and/ or the Concession Agreement, or otherwise.

4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and
the rights and remedies which the Authority may have under the LOA or
Concession Agreement, or otherwise, if a Bidder or Concessionaire, as the case
may be, is found by the Authority to have directly or indirectly or through an
agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive
practice, undesirable practice or restrictive practice during the Bidding Process,
or after the issue of the LOA or the execution of the Concession Agreement, such
Bidder shall not be eligible to participate in any tender or RFP issued by the
Authority during a period of 2 (two) years from the date such Bidderor
Concessionaire, as the case may be, is found by the Authority to have directly or
indirectly or through an agent, engaged or indulged in any corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive practice,
as the case may be.

4.3 For the purposes of this Section 4, the following terms shall have the meaning
hereinafter respectively assigned to them:

(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the actions of any
person connected with the Bidding Process (for avoidance of doubt,
offering of employment to, or employing, or engaging in any manner
whatsoever, directly or indirectly, any official of the Authority who is or
has been associated in any manner, directly or indirectly, with the Bidding
Process or the LOA or has dealt with matters concerning the Concession
Agreement or arising therefrom, before or after the execution thereof, at
any time prior to the expiry of one year from the date such official resigns
or retires from or otherwise ceases to be in the service of the Authority,
shall be deemed to constitute influencing the actions of a person
connected with the Bidding Process); or (ii) save and except as permitted
under sub clause (d) of Clause 2.2.1, engaging in any manner whatsoever,
whether during the Bidding Process or after the issue of the LOA or after
the execution of the Concession Agreement, as the case may be, any
person in respect of any matter relating to the Project or the LOA or the
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 Concession Agreement, who at any time has been or is a legal, financial
or technical adviser of the Authority in relation to any matter concerning
the Project;

(b) “fraudulent practice” means a misrepresentation or omission of facts or

suppression of facts or disclosure of incomplete facts, in order to influence
the Bidding Process;

(c) “coercive practice” means impairing or harming or threatening to impair

or harm, directly or indirectly, any person or property to influence any
person’s participation or action in the Bidding Process;

(d) “undesirable practice” means (i) establishing contact with any person
connected with or employed or engaged by the Authority with the
objective of canvassing, lobbying or in any manner influencing or
attempting to influence the Bidding Process; or (ii) having a Conflict of
Interest; and

(e) “restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among Bidders with the objective of
restricting or manipulating a full and fair competition in the Bidding
Process.

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 5. PRE-BID CONFERENCE

5.1 A Pre-Bid Conference of the potential Bidders shall be convened at the designated
date, time and place. A maximum of three representatives of each Bidder shall be
allowed to participate on production of authority letter from the Bidder.

5.2 During the course of Pre-Bid Conference(s), the Bidders will be free to seek
clarifications and make suggestions for consideration of the Authority. The
Authority shall endeavour to provide clarifications and such further information
as it may, in its sole discretion, consider appropriate for facilitating a fair,
transparent and competitive Bidding Process.

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 6. MISCELLANEOUS

6.1 The Bidding Process shall be governed by, and construed in accordance with, the
laws of India and the courts in the State in which the Authority has its
headquarters shall have exclusive jurisdiction over all disputes arising under,
pursuant to and/ or in connection with the Bidding Process.

6.2 The Authority, in its sole discretion and without incurring any obligation or
liability, reserves the right, at any time, to;

(a) suspend and/ or cancel the Bidding Process and/ or amend and/ or
supplement the Bidding Process or modify the dates or other terms and
conditions relating thereto;

(b) consult with any Bidder in order to receive clarification or further

information;

(c) qualify or not to qualify any Bidder and/ or to consult with any Bidder in
order to receive clarification or further information;

(d) retain any information and/ or evidence submitted to the Authority by, on
behalf of, and/ or in relation to any Bidder; and/ or

(e) independently verify, disqualify, reject and/ or accept any and all
submissions or other information and/ or evidence submitted by or on behalf
of any Bidder.

6.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases the
Authority, its employees, agents and advisers, irrevocably, unconditionally, fully
and finally from any and all liability for claims, losses, damages, costs, expenses
or liabilities in any way related to or arising from the exercise of any rights and/
or performance of any obligations hereunder, pursuant hereto, and/ or in
connection with the Bidding Process, and waives to the fullest extent permitted by
applicable laws, any and all rights and/ or claims it may have in this respect,
whether actual or contingent, whether present or in future.

6.4 The Concession Agreement and RFP are to be taken as mutually explanatory and,
unless otherwise expressly provided elsewhere in this RFP, in the event of any
conflict between them the priority shall be in the following order:

(a) Concession Agreement;

(b) the RFP.

i.e. the Concession Agreementat (a) above shall prevail over the RFP at (b) above.

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 Appendices

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 44
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 APPENDIX-I
Letter Comprising the Technical Bid
(Refer Clause 2.13.3)
Dated:
To,

…………………..
…………………..
…………………..

Sub: Bid for the …………………… Project

Dear Sir,

With reference to your RFP document dated ……….., I/we, having examined the
Bidding Documents and understood their contents, hereby submit my/our Bid for the
aforesaid project. The Bid is unconditional and unqualified.

2. I/ We acknowledge that the Authority will be relying on the information provided

in the Bid and the documents accompanying the Bid for selection of the Bidder for the
aforesaid project, and we certify that all information provided therein is true and correct;
nothing has been omitted which renders such information misleading; and all documents
accompanying the Bid are true copies of their respective originals.

3. This statement is made for the express purpose of qualifying as a Bidder for the
development, augmentation, operation and management of the aforesaid Project.

4. I/ We shall make available to the Authority any additional information it may find
necessary or require to supplement or authenticate the Bid.

5. I/ We acknowledge the right of the Authority to reject our Bid without assigning
any reason or otherwise and hereby waive, to the fullest extent permitted by applicable
law, our right to challenge the same on any account whatsoever.

6. I/ We certify that in the last three years, we/ any of the Consortium Members or
our/ their Associates have neither failed to perform on any contract, as evidenced by
imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or
arbitration award, nor been expelled from any project or contract by any public authority
nor have had any contract terminated by any public authority for breach on our part.

7. I/ We declare that:

(a) I/ We have examined and have no reservations to the Bidding Documents,

including any Addendum issued by the Authority;

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 Appendix I
Page 2

(b) I/ We do not have any conflict of interest in accordance with Clauses

2.2.1(c) and 2.2.1(d) of the RFP document;

(c) I/We have not directly or indirectly or through an agent engaged or

indulged in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice, as defined in Clause 4.3 of the
RFP document, in respect of any tender or request for proposal issued by
or any agreement entered into with the Authority or any other public
sector enterprise or any government, Central or State; and

(d) I/ We hereby certify that we have taken steps to ensure that in conformity
with the provisions of Section 4 of the RFP, no person acting for us or on
our behalf has engaged or will engage in any corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive practice.

8. I/ We understand that you may cancel the Bidding Process at any time and that
you are neither bound to accept any Bid that you may receive nor to invite the Bidders to
Bid for the Project, without incurring any liability to the Bidders, in accordance with
Clause 2.17.6 of the RFP document.

9. I/ We believe that we/ our Consortium satisfy(s) the Net Worth criteria and
meet(s) all the requirements as specified in the RFP document and am/ are qualified to
submit a Bid.

10. I/ We declare that we/ any Member of the Consortium, or our/ its Associates are
not a Member of a/ any other Consortium submitting a Bid for the Project.

11. I/ We certify that in regard to matters other than security and integrity of the
country, we/ any Member of the Consortium or any of our/ their Associates have not been
convicted by a Court of Law or indicted or adverse orders passed by a regulatory
authority which could cast a doubt on our ability to undertake the Project or which relates
to a grave offence that outrages the moral sense of the community.

12. I/ We further certify that in regard to matters relating to security and integrity of
the country, we/ any Member of the Consortium or any of our/ their Associates have not
been charge-sheeted by any agency of the Government or convicted by a Court of Law.

13. I/ We further certify that no investigation by a regulatory authority is pending

either against us/ any Member of the Consortium or against our/ their Associates or
against our CEO or any of our directors/ managers/ employees.£

£
In case the Bidder is unable to provide certification regarding any pending investigation as specified in
paragraph 13, it may precede the paragraph by the words viz. “Except as specified in Schedule
…….hereto”. The exceptions to the certification or any disclosures relating thereto may be clearly stated in
a Schedule to be attached to the Bid. The Authority will consider the contents of such Schedule and
determine whether or not the exceptions/disclosures are material to the suitability of the Bidder for award
hereunder.

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 Appendix I
Page 3

14. I/ We further certify that we are qualified to submit a Bid in accordance with the
guidelines for qualification of bidders seeking to acquire stakes in Public Sector
Enterprises through the process of disinvestment issued by the GOI vide Department of
Disinvestment OM No. 6/4/2001-DD-II dated 13th July, 2001 which guidelines apply
mutatis mutandis to the Bidding Process. A copy of the aforesaid guidelines forms part of
the RFP at Appendix-VII thereof.I/ We further certify that we are not disqualified in
terms of the additional criteria specified by the Department of Disinvestment in their OM
No. 6/4/2001-DD-II dated July 13, 2001, a copy of which forms part of the RFP at
Appendix-V thereof.

15. I/We further certify that we/ any Member of the Consortium or any of our/ their
Associates are not barred by the Central Government/ State Government or any entity
controlled by it, from participating in any project (PPP or otherwise), and no bar subsists
as on the date of Bid.
16. I/ We undertake that in case due to any change in facts or circumstances during
the Bidding Process, we are attracted by the provisions of disqualification in terms of the
provisions of this RFP, we shall intimate the Authority of the same immediately.
17. I/ We acknowledge and agree that in the event of a change in control of a Member
whose Financial Capacity was taken into consideration for the purposes of qualification
under and in accordance with the RFP, I/we shall inform the Authority forthwith along
with all relevant particulars and the Authority may, in its sole discretion, disqualify our
Consortium or withdraw the Letter of Award, as the case may be. I/we further
acknowledge and agree that in the event such change in control occurs after signing of
the Concession Agreement but prior to commencement of the Appointed Date under the
Concession Agreement , it would, notwithstanding anything to the contrary contained in
the Agreement, be deemed a breach thereof, and the Concession Agreement shall, at the
sole discretion of the Authority, be liable to be terminated under and in accordance with
Clause 2.3.2 of the RFP without the Authority being liable to us in any manner
whatsoever.

18. I/ We hereby irrevocably waive any right or remedy which we may have at any
stage at law or howsoever otherwise arising to challenge or question any decision taken
by the Authority in connection with the selection of the Bidder, or in connection with the
Bidding Process itself, in respect of the above mentioned Project and the terms and
implementation thereof.

19. In the event of my/ our being declared as the Selected Bidder, I/we agree to enter
into a Concession Agreement in accordance with the draft that has been provided to
me/us prior to the Bid Due Date. We agree not to seek any changes in the aforesaid draft
and agree to abide by the same.

20. I/ We have studied all the Bidding Documents carefully and also surveyed the
*****. We understand that except to the extent as expressly set forth in the Concession
Agreement, we shall have no claim, right or title arising out of any documents or
information provided to us by the Authority or in respect of any matter arising out of or
relating to the Bidding Process including the award of Project.

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 Appendix I
Page 4

21. The Statement of Legal Capacity as per format provided at Annex-III in

Appendix-I of the RFP document, and duly signed, is enclosed. The power of attorney for
signing of Bid and the power of attorney for Lead Member of consortium, as per format
provided at Appendix II and III respectively of the RFP, are also enclosed.
22. I/ We understand that the Selected Bidder shall either be an existing Company
incorporated under the Indian Companies Act, 1956/ 2013, or shall incorporate as such
prior to execution of the Concession Agreement.
23. I/ We agree and undertake to abide by all the terms and conditions of the RFP
document.
24. I/ We have the required O&M Experience in accordance with the Clause 2.2.3 of the
RFP.
OR
I/We agree and undertake to enter into a suitable agreement with entity(ies) having the
required O&M Experience in accordance with Clause 2.2.3 of the RFP.

25. I/ We certify that in terms of the RFP, my/our Net Worth is Rs. ………………..
(Rupees …………………………………….).
26. I/ We offer a Bid Security of Rs……………………. (Rupees
…………………………………… only) to the Authority in accordance with the RFP
Document.
27. The Bid Security in the form of a {Demand Draft/ Bank Guarantee} has been
submitted.

28. The documents accompanying the Bid, required to be submitted in original as

specified in Clause 2.13.4 of the RFP, have been submitted in a separate envelope and
marked as “Enclosures of the Bid for ……… Project” and the documents specified in
Clause 2.13.3 have been uploaded/ are being uploaded on the Official Website.

29. I/ We agree and understand that the Bid is subject to the provisions of the Bidding
Documents. In no case, I/we shall have any claim or right of whatsoever nature if the
Project is not awarded to me/us or our Bid is not opened or rejected.

30. The {Premium / Grant} has been quoted by me/us after taking into consideration
all the terms and conditions stated in the RFP, draft Concession Agreement , our own
estimates of costs and after a careful assessment of the site and all the conditions that may
affect the project cost and implementation of the Project.

31. I/ We agree and undertake to abide by all the terms and conditions of the RFP
document.

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 Appendix I
Page 5

32. {We, the Consortium Members agree and undertake to be jointly and severally
liable for all the obligations of the Concessionaire under the Concession Agreement till
the Appointed Date in accordance with the Concession Agreement.}$

33. I/ We shall keep this offer valid for 120 (one hundred and twenty) days from the
Bid Due Date specified in the RFP.

34. I/ We hereby undertake to submit this Technical Bid for undertaking the aforesaid
Project in accordance with the Bidding Documents and the Concession Agreement.

In witness thereof, I/we submit this Bid under and in accordance with the terms of the
RFP document.

Yours faithfully,

Date: (Signature, name and designation of the Authorised Signatory)

Place: Name and seal of the Bidder/ Lead Member

$
This Paragraph shall be omitted if the Bidder is not a Consortium.

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 Appendix I
Annex-I
ANNEX-I

Particulars of the Bidder

1. (a) Name:
(b) Country of incorporation:
(c) Address of the corporate headquarters and its branch office(s), if any, in
India:
(d) Date of incorporation and/ or commencement of business:

2. Brief description of the Company including details of its main lines of business
and proposed role and responsibilities in this Project:

3. Particulars of individual(s) who will serve as the point of contact/

communication for the Bidder:
(a)Name:
(b)Designation:
(c)Company:
(d)Address:
(e)Telephone Number:
(f)E-Mail Address:

4. Particulars of the Authorised Signatory of the Bidder:

(a) Name:
(b) Designation:
(c) Address:
(d) Phone Number:

5. In case of a Consortium:
(a) The information above (1-4) should be provided for all the Members of
the Consortium.
(b) A copy of the Jt. Bidding Agreement, as envisaged in Clause 2.2.6(g)
should be attached to the Bid.
(c) Information regarding the role of each Member should be provided as per
table below:

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 Appendix I
Annex-I

Sl. Name of Member Role$ Percentage of equity in the

No. Consortium$$

1.
2.
3.
4.

$
The role of each Member, as may be determined by the Bidder, should be indicated in
accordance with Clause 2.2.6 (d) and Annex-II.
$$
The percentage of equity should be in accordance with Clause 2.2.6 (a), (f) and (g).

6. The following information shall also be provided for the Bidder, including each
Member of the Consortium:

Name of Bidder/ member of Consortium:

No. Criteria Yes No

1. Has the Bidder/ constituent of the Consortium been

barred by the Central/ State Government, or any entity
controlled by it, from participating in any project
(PPP or otherwise)?

2. If the answer to 1 is yes, does the bar subsist as on the

date of Bid?

3. Has the Bidder/ constituent of the Consortium paid

liquidated damages of more than 5% of the contract
value in a contract due to delay or has been penalised
due to any other reason in relation to execution of a
contract, in the last three years?

7. A statement by the Bidder and each of the Members of its Consortium (where
applicable) or any of their Associates disclosing material non-performance or
contractual non-compliance in past projects, contractual disputes and litigation/
arbitration in the recent past is given below (Attach extra sheets, if necessary):

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 Appendix I
Annex-II

ANNEX-II

Financial Capacity of the Bidder

(Refer to Clauses 2.2.2 and 2.2.4 and 3.2 of the RFP)

Name of single entity Bidder/ Consortium:

(In Rs. crore$)

Bidder Member Net Cash Accruals Net Worth££
type$$ Code£

Year Year Year Year Year Year

1 2 3 4 5 1
(1) (2) (3) (4) (5) (6) (7) (8)

Single entity
Bidder

Consortium
Member 1

Consortium
Member 2

Consortium
Member 3

Consortium
Member 4
TOTAL

Name & address of Bidder’s Bankers:

$
For conversion of US Dollars to rupees, the rate of conversion shall be Rupees [70
(seventy)] to a US Dollar. In case of any other currency, the same shall first be
converted to US Dollars as on the date 60 (sixty) days prior to the Bid Due Date, and the
amount so derived in US Dollars shall be converted into Rupees at the aforesaid rate.
The conversion rate of such currencies shall be the daily representative exchange rates
published by the International Monetary Fund for the relevant date.

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$$
A Bidder consisting of a single entity should fill in details as per the row titled Single
entity Bidder and ignore the rows titled Consortium Members. In case of a Consortium,
row titled Single entity Bidder may be ignored.
£
Member Code shall indicate NA for Not Applicable in case of a single entity
Applicant. For other Members, the following abbreviations are suggested viz. LM means
Lead Member, TM means Technical Member, FM means Financial Member, OMM
means Operation & Maintenance Member; and OM means Other Member. In case the
Financial Capacity relates to an Associate of the Applicant or its Member, write
“Associate” along with Member Code.
££
The Bidder should provide details of its own Financial Capacity or of an Associate
specified in Clause 2.2.9.

Instructions:
1. The single entity Bidder or Lead Member of the Consortium, as the case may be,
shall attach copies of the balance sheets, financial statements and Annual Reports
for 5 (five) years preceding the Bid Due Date. The financial statements shall:
(a) reflect the financial situation of the single entity Bidder or Lead Member
of the Consortium and its Associates where the Bidder is relying on its
Associate’s financials;
(b) be audited by a statutory auditor;
(c) be complete, including all notes to the financial statements; and
(d) correspond to accounting periods already completed and audited (no
statements for partial periods shall be requested or accepted).
2. Net Cash Accruals shall mean Profit After Tax + Depreciation. In case the
Applicant is an AIF or Foreign Investment Fund, Net Cash Accruals shall mean
Net Income – (Unrealised Revenue + Unrealised Expenses).
3. Net Worth shall mean (Subscribed and Paid-up Equity + Reserves) less
(Revaluation reserves + miscellaneous expenditure not written off + reserves not
available for distribution to equity shareholders).
4. Year 1 will be the latest completed financial year, preceding the bidding. Year 2
shall be the year immediately preceding Year 1 and so on. In case the Bid Due
Date falls within 3 (three) months of the close of the latest financial year, refer to
Clause 2.2.12.
5. In the case of a Consortium, a copy of the Jt. Bidding Agreement shall be
submitted in accordance with Clause 2.2.6 (g) of the RFP document.
6. The Bidder shall provide an Auditor’s Certificate specifying the Net Worth of
the Bidder and also specifying the methodology adopted for calculating such Net
Worth in accordance with Clause 2.2.4 of the RFP document.

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 Appendix I
Annex-III
ANNEX-III
Statement of Legal Capacity

(To be forwarded on the letterhead of the Bidder/ Lead Member of Consortium)

Ref. Date:

To,
…………………….
……………………..
……………………..

Dear Sir,

We hereby confirm that we/ our members in the Consortium (constitution of which has
been described in the Bid) satisfy the terms and conditions laid out in the RFP
document.

We have agreed that …………………… (insert member’s name) will act as the Lead
Member of our consortium.$

We have agreed that ………………….. (insert individual’s name) will act as our
representative/ will act as the representative of the consortium on its behalf$ and has
been duly authorized to submit the RFP. Further, the authorised signatory is vested with
requisite powers to furnish such letter and authenticate the same.

Thanking you,

Yours faithfully,

(Signature, name and designation of the authorised signatory)

For and on behalf of……………………………..

$
Please strike out whichever is not applicable.

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 APPENDIX-II

Power of Attorney for signing of Bid$

(Refer Clause 2.2.5)

Know all men by these presents, We…………………………………………….. (name

of the firm and address of the registered office) do hereby irrevocably constitute,
nominate, appoint and authorise Mr/ Ms (name), …………………… son/daughter/wife
of ……………………………… and presently residing at …………………., who is
presently employed with us/ the Lead Member of our Consortium and holding the
position of ……………………………. , as our true and lawful attorney (hereinafter
referred to as the “Attorney”) to do in our name and on our behalf, all such acts, deeds
and things as are necessary or required in connection with or incidental to submission of
our Bid for the …………………………… Project proposed or being developed by the
…………………….................. (the “Authority”) including but not limited to signing
and submission of all applications, bids and other documents and writings, participate in
Pre-Bids and other conferences and providing information/ responses to the Authority,
representing us in all matters before the Authority, signing and execution of all contracts
including the Concession Agreement and undertakings consequent to acceptance of our
bid, and generally dealing with the Authority in all matters in connection with or relating
to or arising out of our bid for the said Project and/ or upon award thereof to us and/or
till the entering into of the Concession Agreement with the Authority.

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts,
deeds and things done or caused to be done by our said Attorney pursuant to and in
exercise of the powers conferred by this Power of Attorney and that all acts, deeds and
things done by our said Attorney in exercise of the powers hereby conferred shall and
shall always be deemed to have been done by us.

IN WITNESS WHEREOF WE, …………………………., THE ABOVE NAMED

PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ………
DAY OF …………. 2…..

For ………………………..

(Signature, name, designation and address)

Witnesses:

1.
(Notarised)
2.

$
To be submitted in original.

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 Appendix II
Page 2

Accepted

……………………………
(Signature)

(Name, Title and Address of the Attorney)

Notes:

▪ The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant(s) and when it is so required, the same should be under common seal
affixed in accordance with the required procedure.

▪ Wherever required, the Bidder should submit for verification the extract of the
charter documents and documents such as a board or shareholders’ resolution/
power of attorney in favour of the person executing this Power of Attorney for the
delegation of power hereunder on behalf of the Bidder.

▪ For a Power of Attorney executed and issued overseas, the document will also have
to be legalised by the Indian Embassy and notarised in the jurisdiction where the
Power of Attorney is being issued. However, the Power of Attorney provided by
Bidders from countries that have signed the Hague Legislation Convention 1961 are
not required to be legalised by the Indian Embassy if it carries a conforming
Apostille certificate.

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 APPENDIX-III

Power of Attorney for Lead Member of Consortium$

(Refer Clause 2.2.5)

Whereas the ……………………………….. (“the Authority”) has invited applications

from interested parties for the ……………………………. Project (the “Project”).

Whereas, …………………….., …………………….., …………………….. and

…………………….. (collectively the “Consortium”) being Members of the Consortium
are interested in bidding for the Project in accordance with the terms and conditions of
the Request for Proposal (RFP) and other connected documents in respect of the Project,
and

Whereas, it is necessary for the Members of the Consortium to designate one of them as
the Lead Member with all necessary power and authority to do for and on behalf of the
Consortium, all acts, deeds and things as may be necessary in connection with the
Consortium’s bid for the Project and its execution.

NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS

We, ……………………..having our registered office at …………………….., M/s.

……………………..having our registered office at …………………….., M/s.
……………………..having our registered office at …………………….., and
…………………….. having our registered office at …………………….., (hereinafter
collectively referred to as the “Principals”) do hereby irrevocably designate, nominate,
constitute, appoint and authorise M/S …………………….. having its registered office at
…………………….., being one of the Members of the Consortium, as the Lead
Member and true and lawful attorney of the Consortium (hereinafter referred to as the
“Attorney”). We hereby irrevocably authorise the Attorney (with power to sub-delegate)
to conduct all business for and on behalf of the Consortium and any one of us during the
bidding process and, in the event the Consortium is awarded the concession/contract,
during the execution of the Project and in this regard, to do on our behalf and on behalf
of the Consortium, all or any of such acts, deeds or things as are necessary or required or
incidental to the qualification of the Consortium and submission of its bid for the
Project, including but not limited to signing and submission of all applications, bids and
other documents and writings, accept the Letter of Award, participate in bidders’ and
other conferences, respond to queries, submit information/ documents, sign and execute
contracts and undertakings consequent to acceptance of the bid of the Consortium and
generally to represent the Consortium in all its dealings with the Authority, and/ or any
other Government Agency or any person, in all matters in connection with or relating to
or arising out of the Consortium’s bid for the Project and/ or upon award thereof till the
Concession Agreement is entered into with the Authority.

$
To be submitted in original.

57
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 Appendix III
Page 2

AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds
and things done or caused to be done by our said Attorney pursuant to and in exercise of
the powers conferred by this Power of Attorney and that all acts, deeds and things done
by our said Attorney in exercise of the powers hereby conferred shall and shall always
be deemed to have been done by us/ Consortium.

IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE

EXECUTED THIS POWER OF ATTORNEY ON THIS …………………. DAY OF
……….2..…

For ……………………..
(Signature)
……………………..
(Name & Title)

For ……………………..
(Signature)

……………………..
(Name & Title)

For ……………………..
(Signature)

……………………..
(Name & Title)
Witnesses:

1.

2.

………………………………………

(Executants)

(To be executed by all the Members of the Consortium)

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 Appendix III
Page 3
Notes:

▪ The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant(s) and when it is so required, the same should be under common seal
affixed in accordance with the required procedure.

▪ Also, wherever required, the Bidder should submit for verification the extract of the
charter documents and documents such as a board or shareholders’ resolution/
power of attorney in favour of the person executing this Power of Attorney for the
delegation of power hereunder on behalf of the Bidder.

▪ For a Power of Attorney executed and issued overseas, the document will also have
to be legalised by the Indian Embassy and notarised in the jurisdiction where the
Power of Attorney is being issued. However, the Power of Attorney provided by
Bidders from countries that have signed the Hague Legislation Convention 1961 are
not required to be legalised by the Indian Embassy if it carries a conforming
Apostille certificate.

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 APPENDIX–IV

Bank Guarantee for Bid Security

(Refer Clauses 2.1.5 and 2.25.1)

B.G. No. Dated:

1. In consideration of you, ………………………..……, having its office at

………………, (hereinafter referred to as the “Authority”, which expression
shall unless it be repugnant to the subject or context thereof include its,
successors and assigns) having agreed to receive the Bid of
……………………(a company registered under the Companies Act, 1956/2013)
and having its registered office at ……………………… (and acting on behalf
of its Consortium) (hereinafter referred to as the “Bidder” which expression shall
unless it be repugnant to the subject or context thereof include its/their
executors, administrators, successors and assigns), for the
………………………….. Project on PPP basis (hereinafter referred to as “the
Project”) pursuant to the RFP Document dated …………… issued in respect of
the Project and other related documents including without limitation the draft
Concession Agreement (hereinafter collectively referred to as “Bidding
Documents”), we (Name of the Bank) having our registered office at
……………………… and one of its branches at ……………………..
(hereinafter referred to as the “Bank”), at the request of the Bidder, do hereby in
terms of Clause 2.1.5 read with Clause 2.1.6 of the RFP Document, irrevocably,
unconditionally and without reservation guarantee the due and faithful fulfilment
and compliance of the terms and conditions of the Bidding Documents
(including the RFP Document) by the said Bidder and unconditionally and
irrevocably undertake to pay forthwith to the Authority an amount of Rs.
…………. (Rupees ……………………….. only) (hereinafter referred to as the
“Guarantee”) as our primary obligation without any demur, reservation,
recourse, contest or protest and without reference to the Bidder if the Bidder
shall fail to fulfil or comply with all or any of the terms and conditions contained
in the said Bidding Documents.

2. Any such written demand made by the Authority stating that the Bidder is in
default of the due and faithful fulfilment and compliance with the terms and
conditions contained in the Bidding Documents shall be final, conclusive and
binding on the Bank.

3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and
payable under this Guarantee without any demur, reservation, recourse, contest
or protest and without any reference to the Bidder or any other person and
irrespective of whether the claim of the Authority is disputed by the Bidder or
not, merely on the first demand from the Authority stating that the amount
claimed is due to the Authority by reason of failure of the Bidder to fulfil and
comply with the terms and conditions contained in the Bidding Documents
including

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 Appendix IV
Page 2

failure of the said Bidder to keep its Bid open during the Bid validity period as
set forth in the said Bidding Documents for any reason whatsoever. Any such
demand made on the Bank shall be conclusive as regards amount due and
payable by the Bank under this Guarantee. However, our liability under this
Guarantee shall be restricted to an amount not exceeding Rs. ………… (Rupees
…………………………. only).

4. This Guarantee shall be irrevocable and remain in full force for a period of 180
(one hundred and eighty) days from the Bid Due Date inclusive of a claim period
of 60 (sixty) days or for such extended period as may be mutually agreed
between the Authority and the Bidder, and agreed to by the Bank, and shall
continue to be enforceable till all amounts under this Guarantee have been paid.

5. We, the Bank, further agree that the Authority shall be the sole judge to decide
as to whether the Bidder is in default of due and faithful fulfilment and
compliance with the terms and conditions contained in the Bidding Documents
including, inter alia, the failure of the Bidder to keep its Bid open during the Bid
validity period set forth in the said Bidding Documents, and the decision of the
Authority that the Bidder is in default as aforesaid shall be final and binding on
us, notwithstanding any differences between the Authority and the Bidder or any
dispute pending before any Court, Tribunal, Arbitrator or any other authority.

6. The Guarantee shall not be affected by any change in the constitution or winding
up of the Bidder or the Bank or any absorption, merger or amalgamation of the
Bidder or the Bank with any other person.

7. In order to give full effect to this Guarantee, the Authority shall be entitled to
treat the Bank as the principal debtor. The Authority shall have the fullest liberty
without affecting in any way the liability of the Bank under this Guarantee from
time to time to vary any of the terms and conditions contained in the said
Bidding Documents or to extend time for submission of the Bids or the Bid
validity period or the period for conveying acceptance of Letter of Award by the
Bidder or the period for fulfilment and compliance with all or any of the terms
and conditions contained in the said Bidding Documents by the said Bidder or to
postpone for any time and from time to time any of the powers exercisable by it
against the said Bidder and either to enforce or forbear from enforcing any of the
terms and conditions contained in the said Bidding Documents or the securities
available to the Authority, and the Bank shall not be released from its liability
under these presents by any exercise by the Authority of the liberty with
reference to the matters aforesaid or by reason of time being given to the said
Bidder or any other forbearance, act or omission on the part of the Authority or
any indulgence by the Authority to the said Bidder or by any change in the
constitution of the Authority or its absorption, merger or amalgamation with any
other person or any other matter or thing whatsoever which under the law
relating to sureties would but

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 Appendix IV
Page 3

for this provision have the effect of releasing the Bank from its such liability.

8. Any notice by way of request, demand or otherwise hereunder shall be

sufficiently given or made if addressed to the Bank and sent by courier or by
registered mail to the Bank at the address set forth herein.

9. We undertake to make the payment on receipt of your notice of claim on us

addressed to [name of Bank along with branch address] and delivered at our
above branch which shall be deemed to have been duly authorised to receive the
said notice of claim.

10. It shall not be necessary for the Authority to proceed against the said Bidder
before proceeding against the Bank and the guarantee herein contained shall be
enforceable against the Bank, notwithstanding any other security which the
Authority may have obtained from the said Bidder or any other person and
which shall, at the time when proceedings are taken against the Bank hereunder,
be outstanding or unrealised.

11. We, the Bank, further undertake not to revoke this Guarantee during its currency
except with the previous express consent of the Authority in writing.

12. The Bank declares that it has power to issue this Guarantee and discharge the
obligations contemplated herein, the undersigned is duly authorised and has full
power to execute this Guarantee for and on behalf of the Bank.

13. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be
restricted to Rs. ……… crore (Rupees ……………….......... crore only). The
Bank shall be liable to pay the said amount or any part thereof only if the
Authority serves a written claim on the Bank in accordance with paragraph 9
hereof, on or before [……. (indicate date falling 180 days after the Bid Due
Date)].

Signed and Delivered by ………………………. Bank

By the hand of Mr./Ms …………………….., its ………………….. and authorised

official.

(Signature of the Authorised Signatory)

(Official Seal)

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 APPENDIX-V

Joint Bidding Agreement

(Refer Clause 2.13.3)
(To be executed on Stamp paper of appropriate value)

THIS JOINT BIDDING AGREEMENT is entered into on this the ………… day of
………… 20…

AMONGST

1. ………… Limited, a company incorporated under the Companies Act,

1956/2013¥ and having its registered office at ………… (hereinafter referred to
as the “First Part” which expression shall, unless repugnant to the context
include its successors and permitted assigns)

AND

2. ………… Limited, a company incorporated under the Companies Act,

1956/2013 and having its registered office at ………… (hereinafter referred to as
the “Second Part” which expression shall, unless repugnant to the context
include its successors and permitted assigns)

3. {………… Limited, a company incorporated under the Companies Act,

1956/2013 and having its registered office at ………… (hereinafter referred to as
the “Third Part” which expression shall, unless repugnant to the context include
its successors and permitted assigns)}

AND

4. {………… Limited, a company incorporated under the Companies Act,

1956/2013 and having its registered office at ………… (hereinafter referred to as
the “Fourth Part” which expression shall, unless repugnant to the context
include its successors and permitted assigns)}$

The above mentioned parties of the FIRST, SECOND, {THIRD and FOURTH}
PART are collectively referred to as the “Parties” and each is individually
referred to as a “Party”

WHEREAS,
(A) [The President of India /Governor of *****] represented by [*****] (hereinafter
referred to as the “Authority” which expression shall, unless repugnant to the
context or meaning thereof, include its administrators, successors and assigns)
has invited applications (the Bids”) by its Request for Proposal No. …………

¥
A Bidder who is registered abroad may substitute the words, viz “a company registered under the
Companies Act, 1956/2013” by the words, viz “a company duly organised and validly existing under the
laws of the jurisdiction of its incorporation”. A similar modification may be made in Recital 2, as
necessary.
$
The number of Parties will be shown here, as applicable, subject however to a maximum of 6 (six).

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 Appendix V
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dated ………… (the “RFP”) for selection of Bidder for [development,
augmentation, operation and management of the *****] (the “Project”).

(B) The Parties are interested in jointly bidding for the Project as members of a
Consortium and in accordance with the terms and conditions of the RFP
document and other Bidding Documents in respect of the Project, and

(C) It is a necessary condition under the RFP document that the members of the
Consortium shall enter into a Joint Bidding Agreement and furnish a copy
thereof with the Bid.

NOW IT IS HEREBY AGREED as follows:

1. Definitions and Interpretations

In this Agreement, the capitalised terms shall, unless the context otherwise
requires, have the meaning ascribed thereto under the RFP.

2. Consortium

2.1 The Parties do hereby irrevocably constitute a consortium (the “Consortium”)

for the purposes of jointly participating in the Bidding Process for the Project.

2.2 The Parties hereby undertake to participate in the Bidding Process only through
this Consortium and not individually and/ or through any other consortium
constituted for this Project, either directly or indirectly or through any of their
Associates.

3. Covenants

The Parties hereby undertake that in the event the Consortium is declared the
selected Bidder and awarded the Project, it shall incorporate a special purpose
vehicle (the “SPV”) under the Indian Companies Act, 2013 for entering into a
Concession Agreement with the Authority and for performing all its obligations
as the Concessionaire in terms of the Concession Agreement for the Project.

4. Role of the Parties

The Parties hereby undertake to perform the roles and responsibilities as

described below:

(a) Party of the First Part shall be the Lead member of the Consortium and
shall have the power of attorney from all Parties for conducting all
business for and on behalf of the Consortium during the Bidding Process
and until the Appointed Date under the Concession Agreement when all
the obligations of the SPV shall become effective;

(b) Party of the Second Part shall be {the Financial Member of the
Consortium; and}

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Page 3

{(c) Party of the Third Part shall be the Financial Member of the Consortium;
and}

{(d) Party of the Fourth Part shall be the Financial Member/ Other Member
of the Consortium.}

5. Joint and Several Liability

5.1 The Parties do hereby undertake to be jointly and severally responsible for all
obligations and liabilities relating to the Project and in accordance with the terms
of the RFP and the Concession Agreement, till the Appointed Date under and in
accordance with the Concession Agreement.

5.2 The Parties do hereby undertake and declare that the Lead Member shall
represent all the members of the Consortium and shall at all times be liable and
responsible for discharging the functions and obligations of the Consortium; and
that each member of the Consortium shall be bound by any decision,
communication, notice, action or inaction of the Lead Member on any matter
related to this Agreement and the Authority shall be entitled to rely upon any
such action, decision or communication of the Lead Member.

6. Shareholding in the SPV

6.1 The Parties agree that the proportion of shareholding among the Parties in the
SPV shall be as follows::

First Party:

Second Party:

{Third Party:}

{Fourth Party:}

6.2 The Parties undertake that a minimum of 26% (twenty six per cent) of the
subscribed and paid up equity share capital of the SPV shall, at all times till the
second anniversary of the date of commercial operation of the Project, be held by
the Parties of the First, {Second and Third} Part whose Net Worth have been
reckoned for the purposes of qualification in terms of the RFP.

6.3 The Parties undertake that each of the Parties specified in Clause 6.2 above shall,
at all times between the commercial operation date of the Project and the second
anniversary thereof, hold subscribed and paid up equity share capital of SPV
equivalent to at least 5% (five per cent) of the Total Project Cost.

6.4 The Parties undertake that they shall collectively hold at least 51% (fifty one per
cent) of the subscribed and paid up equity share capital of the SPV at all times
until the second anniversary of the commercial operation date of the Project.

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6.5 The Parties undertake that they shall comply with all equity lock-in requirements
set forth in the Concession Agreement.

7. Representation of the Parties

Each Party represents to the other Parties as of the date of this Agreement that:

(a) Such Party is duly organised, validly existing and in good standing under
the laws of its incorporation and has all requisite power and authority to
enter into this Agreement;

(b) The execution, delivery and performance by such Party of this Agreement
has been authorised by all necessary and appropriate corporate or
governmental action and a copy of the extract of the

charter documents and board resolution/ power of attorney in favour of

the person executing this Agreement for the delegation of power and
authority to execute this Agreement on behalf of the Consortium Member
is annexed to this Agreement, and will not, to the best of its knowledge:
(i) require any consent or approval not already obtained;
(ii) violate any Applicable Law presently in effect and having
applicability to it;
(iii) violate the memorandum and articles of association, by-laws or
other applicable organisational documents thereof;
(iv) violate any clearance, permit, concession, grant, license or other
governmental authorisation, approval, judgement, order or decree
or any mortgage agreement, indenture or any other instrument to
which such Party is a party or by which such Party or any of its
properties or assets are bound or that is otherwise applicable to
such Party; or
(v) create or impose any liens, mortgages, pledges, claims, security
interests, charges or encumbrances or obligations to create a lien,
charge, pledge, security interest, encumbrances or mortgage in or
on the property of such Party, except for encumbrances that would
not, individually or in the aggregate, have a material adverse
effect on the financial condition or prospects or business of such
Party so as to prevent such Party from fulfilling its obligations
under this Agreement;

(c) this Agreement is the legal and binding obligation of such Party,
enforceable in accordance with its terms against it; and

(d) there is no litigation pending or, to the best of such Party's knowledge,
threatened to which it or any of its Associates is a party that presently affects or
which would have a material adverse effect on the financial condition or

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Page 5

prospects or business of such Party in the fulfillment of its obligations under this
Agreement.

8. Termination

This Agreement shall be effective from the date hereof and shall continue in full
force and effect until the Appointed Date under the Concession Agreement, in
case the Project is awarded to the Consortium. However, in case the Consortium
is either not pre-qualified for the Project or does not get selected for award of the
Project, the Agreement will stand terminated in case the Bidder is not pre-
qualified or upon return of the Bid Security by the Authority to the Bidder, as the
case may be.

9. Miscellaneous

9.1 This Joint Bidding Agreement shall be governed by laws of India.

9.2 The Parties acknowledge and accept that this Agreement shall not be amended
by the Parties without the prior written consent of the Authority.

IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED

AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE
WRITTEN.

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of

LEAD MEMBER by: SECOND PART
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
THIRD PART FOURTH PART
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)

In the presence of:

1. 2.

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Notes:

1. The mode of the execution of the Joint Bidding Agreement should be in

accordance with the procedure, if any, laid down by the Applicable Law and the
charter documents of the executant(s) and when it is so required, the same
should be under common seal affixed in accordance with the required
procedure.

2. Each Joint Bidding Agreement should attach a copy of the extract of the charter
documents and documents such as resolution / power of attorney in favour of
the person executing this Agreement for the delegation of power and authority
to execute this Agreement on behalf of the Consortium Member.

3. For a Joint Bidding Agreement executed and issued overseas, the document
shall be legalised by the Indian Embassy and notarized in the jurisdiction where
the Power of Attorney has been executed.

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 APPENDIX-VI

Letter comprising the Financial Bid

(Refer Clause 2.1.4)
(On Bidder’s letter head)

(Date and Reference)

To,

......................

.......................

.......................

Dear Sir,

Subject: Financial Bid for …………………….. Project

I/We, ................................. (Bidder’s name) herewith submit the following Financial

Bid for undertaking the Project in accordance with the Bidding Documents and the
Concession Agreement:

[I/We require a Grant of Rs………… (Rupees…………………).

OR
I/We offer a Premium of Rs………….. (Rupees …………….).]

I/We agree that this offer shall remain valid for a period of 120 (one hundred and
twenty) days from the Bid Due Date or such further period as may be mutually agreed
upon.

Yours faithfully,

(Signature, name and designation of the authorised signatory)

[Note: The Financial Bidis to be submitted strictly as per this format on the Official
Website only.]

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 APPENDIX-VII

Guidelines of the Department of Disinvestment

(Refer Clause 1.2.1)

No. 6/4/2001-DD-II
Government of India
Department of Disinvestment
Block 14, CGO Complex
New Delhi.
th
Dated 13 July, 2001.

OFFICE MEMORANDUM

Sub: Guidelines for qualification of Bidders seeking to acquire stakes in Public Sector
Enterprises through the process of disinvestment

Government has examined the issue of framing comprehensive and transparent

guidelines defining the criteria for bidders interested in PSE-disinvestment so that the
parties selected through competitive bidding could inspire public confidence. Earlier,
criteria like Net Worth, experience etc. used to be prescribed. Based on experience and
in consultation with concerned departments, Government has decided to prescribe the
following additional criteria for the qualification/ disqualification of the parties seeking
to acquire stakes in public sector enterprises through disinvestment:

(a) In regard to matters other than the security and integrity of the country, any
conviction by a Court of Law or indictment/ adverse order by a regulatory
authority that casts a doubt on the ability of the bidder to manage the public
sector unit when it is disinvested, or which relates to a grave offence would
constitute disqualification. Grave offence is defined to be of such a nature
that it outrages the moral sense of the community. The decision in regard to
the nature of the offence would be taken on case to case basis after
considering the facts of the case and relevant legal principles, by the
Government of India.
(b) In regard to matters relating to the security and integrity of the country, any
charge-sheet by an agency of the Government/ conviction by a Court of Law
for an offence committed by the bidding party or by any sister concern of the
bidding party would result in disqualification. The decision in regard to the
relationship between the sister concerns would be taken, based on the
relevant facts and after examining whether the two concerns are substantially
controlled by the same person/ persons.
(c) In both (a) and (b), disqualification shall continue for a period that
Government deems appropriate.

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Page-2

(d) Any entity, which is disqualified from participating in the disinvestment

process, would not be allowed to remain associated with it or get associated
merely because it has preferred an appeal against the order based on which it
has been disqualified. The mere pendency of appeal will have no effect on
the disqualification.
(e) The disqualification criteria would come into effect immediately and would
apply to all bidders for various disinvestment transactions, which have not
been completed as yet.
(f) Before disqualifying a concern, a Show Cause Notice why it should not be
disqualified would be issued to it and it would be given an opportunity to
explain its position.
(g) Henceforth, these criteria will be prescribed in the advertisements seeking
Expression of Interest (EOI) from the interested parties. The interested
parties would be required to provide the information on the above criteria,
along with their Expressions of Interest (EOI). The bidders shall be required
to provide with their EOI an undertaking to the effect that no investigation by
a regulatory authority is pending against them. In case any investigation is
pending against the concern or its sister concern or against its CEO or any of
its Directors/ Managers/ employees, full details of such investigation
including the name of the investigating agency, the charge/ offence for which
the investigation has been launched, name and designation of persons against
whom the investigation has been launched and other relevant information
should be disclosed, to the satisfaction of the Government. For other criteria
also, a similar undertaking shall be obtained along with EOI.

sd/-
(A.K. Tewari)
Under Secretary to the Government of India

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 APPENDIX-VIII
List of Bid-specific provisions$
A. Clauses with currency-based footnotes
1. Introduction
2. Clause 2.2.1 (c): Eligibility of Bidders.
3. Clause 2.2.4: Eligibility of Bidders.
4. Clause 2.10.3: Amendment of RFP.
5. Clause 2.19.1 (h): Test of responsiveness.

Note: The above footnotes marked “$” shall not be deleted. They shall remain in the
RFP to be issued to prospective Bidders.

B. Appendices with non-numeric footnotes

All non-numeric footnotes in the Appendices shall be retained in the respective
Appendices for guidance of the Bidders. These shall be omitted by the Bidders while
submitting their respective Bids.

C. Appendices where curly brackets are used

1. Appendix I: Letter comprising the Bid: Paras 27, 30 and 32.
2. Appendix V: Joint Bidding Agreement: Recital 3 and 4; Clauses 4 and 6.

Note: The curly brackets should be removed after the provisions contained therein
are suitably addressed by the Bidders.

D. Appendices with blank spaces

All blank spaces in the Appendices shall be retained in the RFP. These shall be filled
up when the format of the respective Appendix is used.

$
This Appendix-VIII contains a list of Clauses and Appendices that would need to be suitably modified
for reflecting bid-specific provisions. This Appendix-VIII may, therefore, be included in the RFP
document to be issued to prospective Bidders.

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 APPENDIX-IX
List of Project-specific provisions8
A. Clauses with serially numbered Footnotes (Fn)
1. Clause 1.1: Background (Fn. 1)
2. Clause 1.2.1: Brief description of Bidding Process (Fn. 2).
3. Clause 1.2.4: Brief description of Bidding Process (Fn. 3)*.
4. Clause 1.3: Schedule of Bidding Process (Fn. 4)*
5. Clause 2.2.1 (e): Eligibility of Bidders (Fn. 5)*.
6. Clause 2.2.2: Financial Capacity (Fn.6*).
7. Clause 2.2.11: Eligibility of Bidders (Fn. 7)*.

*Note: The Clauses to which these Footnotes relate also include square parenthesis
or asterisks which may be addressed simultaneously. Such square parenthesis or
asterisks have not been listed in (B) or (C) below.

B. Clauses with square parenthesis

1. Glossary: Government.
2. Clause 1.1.1: Background.
3. Clause 1.1.3: Background.
4. Clause 1.2.3: Brief description of Bidding Process.
5. Clause 1.2.6: Brief description of Bidding Process.
6. Clause 1.2.8: Brief description of Bidding Process.
7. Clause 2.1.4: Scope of Bid.
8. Clause 2.2.7: Eligibility of Bidders
9. Clause 2.13.3: Submission of Bids.
10. Clause 2.14.2: Bid Due Date.
11. Clause 2.15.2: Contents of the Bid
12. Clause 2.25.2: Bid Security.
13. Clause 3.4: Selection of Bidder
14. Clause 3.6: Bid Parameter

C. Clauses with asterisks

1. Cover Page: Project Title
2. Clause 1.1.1: Background
3. Clause 1.2.1: Brief description of Bidding Process.
4. Clause 1.2.9: Brief description of Bidding Process.
5. Clause 1.2.10: Brief description of Bidding Process.
6. Clause 1.4: Pre-Bid Conference.

8
This Appendix-IX contains a list of Clauses and Appendices that would need to be suitably modified,
prior to issue of the RFP document, for reflecting project-specific provisions. This Appendix-IX should be
omitted before issuing the RFP document to prospective Bidders.

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 7. Clause 2.1.5: Scope of Bid.
8. Clause 2.10.2: Amendment of RFP.
9. Clauses 2.13.4 and 2.13.5: Submission of Bids.
10. Clause 2.14.1 and 2.14.2: Bid Due Date.
11. Clause 2.25.2: Bid Security

D. Appendices with serially numbered Footnotes (Fn)

1. Appendix IX: List of Project-specific Provisions: (Fn. 8).

E. Appendices with square parenthesis

1. Appendix I Annex I: Financial Capacity of the Bidder
2. Appendix IV: Bank Guarantee for Bid Security: Para 9 and 13.
3. Appendix V: Joint Bidding Agreement: Recital A.
4. Appendix-VI: Letter Comprising the Financial Bid

F. Appendices with asterisks

1. Appendix-I: Letter comprising the Technical Bid: Para 20 and 27.

2. Appendix V: Joint Bidding Agreement: Recital A.

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