development of urban street …...development of urban street infrastructure for isb road from dlf...

TELANGANA STATE INDUSTRIAL INFRASTRUCTURE CORPORATION

LIMITED (TSIIC)

REQUEST FOR PROPOSAL (RFP)

FOR

DEVELOPMENT OF URBAN STREET

INFRASTRUCTURE FOR ISB ROAD FROM DLF

CIRCLE TO VARUN MOTORS, HYDERABAD,

TELANGANA ON PUBLIC PRIVATE PARTNERSHIP

(PPP) MODE UNDER IALA NANAKRAMGUDA

TELANGANA STATE INDUSTRIAL INFRASTRUCTURE CORPORATION

6TH FLOOR, PARISRAMA BHAVAN, FATEH MAIDAN ROAD, BASHEERBAGH,

HYDERABAD, TELANGANA 500004

PHONE No- 040-23237625

WWW.TSIIC.TELANGANA.GOV.IN

February 2019

DEVELOPMENT OF URBAN STREET INFRASTRUCTURE FOR ISB ROAD FROM DLF CIRCLE TO VARUN MOTORS, HYDERABAD, TELANGANA ON PPP MODE UNDER IALA NANAKRAMGUDA

Request For Proposal - Volume I: Instructions to Bidders February 2019

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REQUEST FOR PROPOSAL (RFP)

VOLUMES DETAILS

Volume I Instructions to Bidders (ITB)

Volume II Development Controls (DC) & Technical Specifications

(TS)

Volume III Formats for Bid Submission (FBS)

Volume IV Draft Concession Agreement



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VOLUME - I: INSTRUCTIONS TO BIDDERS (ITB)



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TABLE OF CONTENTS

DISCLAIMER .................................................................................................................. 6

1.0 INTRODUCTION .................................................................................................... 9

2.0 BID SUMMARY ..................................................................................................... 13

3.0 DEFINITIONS AND INTERPRETATIONS .................................................... 23

4.0 GENERAL INFORMATION AND INSTRUCTIONS ..................................... 27

5.0 BIDDING PROCESS ............................................................................................ 42

6.0 PREPARATION AND SUBMISSION OF BIDS ............................................. 43

7.0 BID OPENING AND EVALUATION ................................................................. 46

8.0 AWARD OF PROJECT/ SIGNING OF CONCESSION AGREEMENT ...... 51



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SCHEDULE OF BIDDING PROCESS

Event Description Scheduled Date & Time

RFP Download Start Date 20.02.2019 from 02.00 PM onwards

Pre bid meeting/conference

04.00 PM on 27.02.2019 at TSIIC Limited,

6th Floor, Parisrama Bhavan, Fateh Maidan

road, Basheerbagh, Hyderabad, Telangana

500004.

Phone No- 040-23237625

RFP Download End Date Before 1:00 PM on 05.03.2019

Last Date & Time for receipt of Bids

5:00 PM on 05.03.2019 at TSIIC Limited,



500004.

Technical Bid Opening

3:00 PM on 06.03.2019 at TSIIC Limited,



500004.

Commercial Bid Opening Shall be intimated to qualified bidders

The above schedule is tentative. TSIIC reserves the right to modify the said schedule of

Bidding Process at any time during the Bidding Process at its sole discretion without

assigning any reason or being liable for the same in any manner whatsoever.

Further TSIIC reserves the right to hold, in its sole and absolute discretion, more than

one pre-bid conference or hold one or more consultation meetings with the interested

parties/bidders and in such event the above schedule shall stand modified and

amended.



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DISCLAIMER

1. The information contained in this Request for Proposal document (the “RFP”) or

subsequently provided to the interested parties/ Bidder(s)(hereinafter defined),

whether verbally or in documentary or any other form by or on behalf of the Telangana

State Industrial Infrastructure Corporation Limited (“TSIIC”/ the “Authority”) or any

of its employees, representatives, advisors or consultants 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.

2. This RFP contains brief information about the project for “Development of Urban

Street Infrastructure for ISB road from DLF circle to Varun Motors,

Hyderabad, Telangana on Public Private Partnership (PPP) Format under

IALA Nanakramguda” on DBFOT basis by a private participant, being the Preferred

Bidder/Concessionaire, selected through a competitive Bidding Process (hereinafter

defined), pursuant to this RFP. The purpose of this RFP is to provide the interested

parties/Bidders with information that may be useful to them in the formulation of their

proposals/ bids (including Commercial Bids) (the “Bids”/”Proposals”) pursuant to this

RFP and for no other purpose.

3. TSIIC may in its absolute discretion, but without being under any obligation to do so,

update, amend or supplement the information in the RFP. The information that TSIIC

is in a position to furnish is limited to this RFP and the information available at the

contact addresses given in the RFP, along with any amendments/clarifications thereon.

4. This RFP is not an Agreement and is neither an offer nor an invitation by TSIIC to the

prospective Bidders or any other person but is merely informatory in nature. The

information contained in the RFP or subsequently provided to Bidders, whether

verbally or in documentary form by or on behalf of TSIIC/ the Project Advisor/ their

Consultants/ any of their employees, is provided to the Bidders on the terms and

conditions set out in the RFP and any other terms and conditions subject to which such

information is provided. The terms on which the Project is to be developed and the

right of the Preferred Bidder/Concessionaire shall be as set out in a separate definitive

agreement i.e. a Concession Agreement to be entered into by the concerned parties

later. This RFP includes statements, data and information which reflect various

assumptions and assessments arrived at by the TSIIC in relation to the Project. Such

data, information, assumptions, assessments and statements do not purport to contain

all the information that each Bidder may require. The purpose of the RFP is to provide

the Bidder(s) with information to assist the formulation of their Bids. The RFP does not

purport to contain all the information each Bidder may require. The RFP may not be

appropriate for all persons, and it is not possible for TSIIC, their employees,

representatives or consultants to consider the investment objectives, financial situation

and particular needs of each eligible party who reads or uses the RFP.



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5. 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.

6. Each Bidder should check the accuracy, reliability and completeness of the information

provided in the RFP and wherever necessary, obtain independent advice from

appropriate sources. TSIIC/ Project Advisors, their employees, consultants or

representatives make no representation or warranty and shall incur no liability under

any law, statute, rules or regulations as to the accuracy, reliability or completeness of

the RFP. Each Bidder should conduct its own studies and analysis and is advised to

collect and obtain any other information that may be necessary for preparing the Bid,

at its own responsibility. The Bidder shall be deemed to have satisfied himself before

submitting his Bid, as to the risks, contingencies and all other circumstances, which

may influence or affect his Bid.

7. For the avoidance of doubt, in case a Bidder places reliance on any aforesaid

assumptions, assessments, statements, data and information furnished by

TSIIC/Project Advisors and/or its consultants, representatives, employees, in this RFP

or under any project report etc. then the same shall not in any manner bind/make

liable TSIIC/Project Advisors and/or its consultants, employees or representatives, to

indemnify the Bidder in respect of any loss/damage/costs whatsoever arising out of or

in connection with such reliance placed by the Bidder on the aforesaid assumptions,

assessments, statements, data and information.

8. 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. TSIIC accepts no responsibility for the

accuracy or otherwise for any interpretation or opinion on law expressed herein.

9. The possession or use of this RFP in any manner contrary to any applicable law is

expressly prohibited. The Bidders shall inform themselves concerning, and shall

observe any applicable legal requirements. The information does not purport to be

comprehensive or to have been independently verified. Nothing in this RFP shall be

construed as legal, financial or tax advice.

10. TSIIC/Project Advisors, its employees, advisors or consultants make no representation

or warranty and shall have no liability to any person, including any Bidder under any



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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 Bid

Stage. Neither the information in this RFP nor any other written or oral information in

relation to the Bidding Process for implementing the Project or otherwise is intended to

form the basis of or the inducement for any investment activity or any decision to

enter into any contract or arrangement in relation to the Project and should not be

relied as such.

11. TSIIC/Project Advisors and also its advisors/ consultants/representatives/ employees

accept 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.

12. The issue of this RFP does not imply that the TSIIC is bound to select a Preferred

Bidder or to appoint the Preferred Bidder (hereinafter defined) or Concessionaire, as

the case may be, for the Project and TSIIC reserves the right to reject all or any of the

Bidders or Bids at any stage of the Bidding Process without assigning any reason

whatsoever including the right to close the selection process or annul the Bidding

Process at any time, without incurring any liability or being accountable to any

person(s) in any manner whatsoever. Mere submission of a responsive Bid does not

ensure selection of the Bidder as Preferred Bidder or Concessionaire.

13. The Bidders are prohibited from any form of collusion or arrangement in an attempt to

influence the selection and award process of the Bid. Giving or offering of any gift,

bribe or inducement or any attempt to any such act on behalf of the Bidder towards

any officer/employee/ advisor/ representative of TSIIC or to any other person in a

position to influence the decision of TSIIC for showing any favour in relation to this

RFP or any other contract, shall render the Bidder to such liability/penalty as TSIIC

may deem proper, including but not limited to rejection of the Bid of the Bidder and

forfeiture of its Bid Security.

14. Laws of the Republic of India are applicable to this RFP.



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1.0 INTRODUCTION

1.1 Telangana State Industrial Infrastructure Corporation Limited (TSIIC) (the

“Authority”), a Govt. of Telangana State undertaking is the nodal agency for

industrial growth in Telangana. TSIIC developed the State-of-the-Art IT/ ITeS

parks at its Industrial Area Local Authority (IALA) at Hitech City and

Nanakramguda that has positioned Hyderabad on Global IT map. Keeping in view

of various developments in the financial district area, TSIIC is now engaged in

undertaking “Development of Urban Street Infrastructure for ISB (Indian

School of Business) road from DLF circle to Varun Motors (via Wipro circle),

Hyderabad, Telangana on Public Private Partnership (PPP) Format”( Project”) on

“Design, Build, Finance, Operate and Transfer” (the "DBFOT") basis under IALA

Nanakramguda; and pursuant thereof has decided to carry out the bidding

process for selection of a private entity as the eligible bidder to whom the Project

may be awarded in terms hereof.

1.2 The details of the project along the stretch of 3.50 Km is covered in this RFP and

the Authority has decided to carry out the bidding process for selection of the

Bidder to whom the Project/s may be awarded.

1.3 TSIIC has adopted a Single-stage Two-envelope Bidding Process (herein referred

to as the “Bidding Process”) for selection of the Preferred Bidder for award of

the Project. The Bid submission is envisaged in two parts - Technical Bid and

Commercial Bid (collectively referred to as the “Bid”). Bidders may submit their

Bids in response to this RFP, in accordance with the provisions of this RFP.

1.4 The RFP document comprises:

VOLUMES PARTICULARS

Volume-I Instructions to Bidders

Volume-II Development Controls and Technical Specifications

Volume-III Formats for Bid Submission

Part-A: Formats for Bid Submission (Outer Envelope)

Part-B: Formats for Technical Bid (Envelope-I)

Part-C: Formats for Commercial Bid (Envelope-II)

Volume-IV Draft Concession Agreement

1.5 The Bid comprising Technical Bid and Commercial Bid in two (02) separate

envelopes, placed in an outer envelope along with Bid Security etc. as specified in

the RFP, shall be delivered at the address given below:

The Chief Engineer



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Telangana State Industrial Infrastructure Corporation Limited (TSIIC)

6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh, Hyderabad,

Telangana 500004

Phone No. 040-23237625

1.6 The Bids should reach not later than the specified date and time in this RFP or

any extension thereof. In the event that the Due Date for Bid submission is a

holiday for the authority (TSIIC), the next working day will be the date of

submission. The Bid shall be unconditional, firm and irrevocable and shall be valid

for a period of not less than 90 days from the Due Date of Bid submission (the

“Bid Validity Period”). However, TSIIC may request the Bidders to extend the

Bid beyond the Bid Validity Period by an additional period as may be thought

reasonable by TSIIC.

1.7 A Bid Security as mentioned below in the “Bid Summary” in the form Demand

Draft favouring “TSIIC Limited” from any Nationalised/ Scheduled Bank payable at

Hyderabad or unconditional and irrevocable Bank Guarantee from a Nationalized/

Scheduled Bank (excluding Cooperative Banks) shall accompany the Bids.

1.8 The Bids shall be filled in English and all entries must be typed and written in

blue/black ink. Initials of the Authorised representative of the Bidder must attest

all erasures and alterations made while filling the Bids. Over writing of figures in

the Commercial Bid is not permitted. Failure to comply with any of these

conditions may render the Bid invalid.

1.9 TSIIC shall not be responsible for any costs or expenses incurred by the Bidder in

connection with the preparation and delivery of Bids, including costs and expenses

related to visit to the site. TSIIC reserves the rights to cancel, terminate, change

or modify this procurement /Bid Process and /or requirements of bidding stated in

the RFP, without assigning any reason or providing any notice and without

accepting any liability for the same.

1.10 The Bid evaluation process is detailed in “Instructions to Bidders (ITB)”, Volume I

of the RFP. The Technical Bids would be evaluated based on the qualification

criteria set forth in the RFP along with the required undertakings. Commercial Bids

of only those Bidders, whose Technical Bids qualify, will be opened and evaluated.

The date of opening of Commercial Bids will be communicated in writing to the

technically qualified Bidders.



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1.11 The Concession Agreement sets forth the detailed terms and conditions for grant

of the Concession to the Concessionaire, including the scope of the

Concessionaire’s services and obligations (the “Concession”).

1.12 The statements and explanations contained in this RFP are intended to provide a

proper 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 Authority.

1.13 The Authority shall receive Bids pursuant to this RFP in accordance with the terms

set forth in this RFP and other documents to be provided by TSIIC 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.

1.14 Bids are invited for the Project on the basis of the Concession Period - the

"Bid Parameter"). The Concession Period quoted shall constitute the sole

criteria for evaluation of Commercial Bid and for selection of the Concessionaire

for the Project for which the Bid is submitted. Subject to Clause 4.11 (Bid

Responsiveness), the Project shall be awarded to the Bidder quoting the

“LOWEST CONCESSION PERIOD” in its Commercial Bid.

1.15 The Concessionaire shall not be allowed to levy and charge any kind of user fee

from the users of the Project. However, the Concessionaire is entitled to let out

the optional facilities such as advertisement space, Public Amenities Center/s and

commercial space (if any) approved under this project as per the provisions of the

RFP, which is the source of revenue to the Concessionaire from the project

facilities.

1.16 Any queries or request for additional information concerning this RFP shall be

submitted in writing or by fax and e-mail to TSIIC or Project Advisors. The

envelopes/ communication shall clearly bear the following identification/ title:



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Contact Details for Queries / Clarifications:

TSIIC:

The Chief Engineer, 5th Floor, Parisrama Bhavan, Fateh Maidan Road,

Basheerbagh, Hyderabad, TSIIC Head Office, Tank Bund, Hyderabad - Ph: +91-

9086366638, Email: [email protected]

The Zonal Manager, 5th Floor, Parisrama Bhavan, Fateh Maidan Road,

Basheerbagh, Hyderabad, TSIIC Head Office, Tank Bund, Hyderabad - Ph: +91-

9948220512, Email: [email protected]

"Queries/Request for Additional Information: RFP for Development of Urban

Street Infrastructure for ISB road from DLF circle to Varun Motors,

Hyderabad, Telangana on Public Private Partnership (PPP) Format under

IALA Nanakramguda"



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2.0 BID SUMMARY

S.No. KEY INFORMATION DETAILS

PROJECTS DETAILS

1. Project Development of Urban Street Infrastructure for ISB road from

DLF circle to Varun Motors (via Wipro Circle), Hyderabad,

Telangana under IALA Nanakramguda

2. Authority Telangana State Industrial Infrastructure Corporation Limited

3. Project

Components

An Urban Street Infrastructure shall be designed and develop the

ISB road (From DLF Circle to Varun Motors via Wipro Circle) as

per the specifications stipulated in this RFP for reference. The

selected Developer shall undertake the project “Urban Street

Infrastructure” Development, Implementation, Operation and

Maintenance strictly in accordance with the following minimum

specifications and as per the terms and conditions stipulated in

this RFP.

a) Pedestrian walkway with illumination

Minimum clear walking width of 1.80 meters and length of

3.50 Km on L.H.S side of the ISB road (i.e., towards IDBI,

Infosys, Wipro side)

Kerb ramps of standard gradient not exceeding 1:12

Tactile pavers (width of 300 mm) – Guiding the

pedestrians with vision impairment

Pedestrian walkway shall be raised 150mm from the

proposed adjoining cycle track

Illumination along the entire walkway at 10 m intervals

with ornamental street lighting and its associated fixtures

b) Cycle track with side railings

Minimum clear cycle riding track width of 2.0 meters and

length of 3.50 Km on L.H.S side of the ISB road

Cycle track over the existing utilities ducts

Side railing over the kerb placed near the main

carriageway along 3.50 Km, subject to the entrance gates

to the existing property holders.

Develop at least 3 cycle parking docks each with a

capacity of at least 10 cycles as approved by TSIIC and

also procure at least 25 (no) of bicycles

c) Themed landscape

Beautification of street with thematic plantation

(shrubs/plants) wherever applicable

Lawn development including ornamental / flowering



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shrubs between the property line & proposed pedestrian

walkway all along the stretch on LHS

Procurement of at least 75 no. of planter boxes for

flowering plants preferable ornamental / shrubs.

Providing lighting / illumination to the landscaped areas

d) Vertical Garden

Vertical garden with creepers and ornamental species with

minimum height of 3m and minimum stretch of 510

meters from chainage 1670 to 2180

e) Public Amenities Center & Parking

Develop maximum of four (04) nos. of Public Amenities

centers (Only on the L.H.S of ISB road) each of an area

not exceeding 500 sq ft and width of maximum 2.5 m

Each Public Amenities Center shall comprise of atleast one

toilet facility, Mobile charging points, seating benches and

other permitted optional facilities

These Amenities are to be developed only at the locations

specified below:

o Near IDBI Bank (Chainage 190)

o Near Gopichand Academy (Chainage 920)

o Opposite to Microsoft (Chainage 1620)

o Near Cyient (Chainage 3370)

Develop Diagonal parking facilities with a capacity of

at least five (05) ECS (Equivalent Car Space) adjacent

to each of the development Public Amenities Centers

f) Signage and Waste collection Bins

Procurement of at least Thirty (30) no. of Solid waste

management bins (Segregated bins – Plastic, Paper &

Cans) and

Procurement of at least five (05) digital directional signage

boards

Providing street furniture at regular or necessary intervals to

the Pedestrian, physical challenged people and cyclist

g) Optional Facilities

Optional facilities shall mean the commercial facilities like

Advertisements space, Food courts, ATMs/ Kiosks as

approved by TSIIC. However, the details of such optional

facilities are indicated below;



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OPITIONAL FACILITIES*

ADVERTISEMENT FACILITIES

Type of facilities Size (in feet) Maximum Nos.

Gantry Arch (Backlit

system)

30 X 10 05

Central Median (Backlit

system)

3 X 5 50

Uni-poles (front lit) 40 X 40 04

Boards on Public

Amenities Centre (Backlit

system)

6 X 4 04

PUBLIC AMENITIES CENTER

Commercial food courts/

snack bar / ATM / kiosks

etc.

500 sq ft each

including toilets

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*The tentative locations of the Public Amenities are earmarked in the map enclosed as Annexure-1, however, the Selected Bidder may erect advertisement facilities (as per the permitted numbers and sized mentioned in herein above) along the project stretch i.e. L.H.S and Central Median of the ISB Road, without causing any disturbance to the abutting properties. These advertisement locations are to be specified in the conceptual plans & DPR and duly approved by the Authority.

h) Special Conditions

i. The Concessionaire shall prepare at least three (03)

conceptual plans / designs (with 3D views) of the project

for the entire stretch of 3.50 Km, the design shall be

modern, innovative, creative and attractive. The

conceptual plan shall clearly indicate the location and the

design of the advertisement Hoarding especially the

Unipoles and Public Amenities centre. The design should

be such that it doesn’t affect the free, smooth and safe

movement of the traffic.

ii. Based on the designs & views submitted by the

Concessionaire, TSIIC shall approve anyone of such

designs and the Concessionaire may commence

implementation of such approved design.

iii. The Concessionaire shall provide or arrange at its own cost

(during the Concession Period) the required facilities such

as power, electricity, solid waste disposal and any other



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associate facilities required from time to time in respect of

the construction, operation and maintenance of the

Project/Project facilities and be in compliance to the

requirements relating thereto under the Applicable Laws,

terms of Applicable Permits and Good Industry Practice.

However, TSIIC will extend their support in submitting the

required requisite to the concern authorities.

More details on the technical specifications of the above are

indicated in the Volume II: Development Controls and Technical

Specifications of this RFP.

4. Development

Controls/

Guidelines

IRC: 103-2012 - Guidelines for pedestrian facilities, facilities

for disabled persons shall be as per “Persons with Disabilities

Act, 2010” with subsequent amendments and ‘UN Convention

for Rights of Persons with Disabilities (UNCRPD).

All pavements, signage and lighting shall be as per Indian

Road Congress (IRC) & Ministry of Road Transport and

Highways (MORTH) specifications.

Hyderabad Revised Common Building Rules, 2006 issued vide

G.O. 86 Dt. 03.03.2006.

National Highway Authority of India (NHAI) regulations

Any other regulations issued by any other Statutory

Authorities applicable within the jurisdiction of TSIIC IALA

Cyberabad & Gachibowli, Hyderabad.

5. Technical

Specifications

Generally, as per applicable BIS Codes and National Building

code, MORTH regulations, Indian Road Congress Code (IRCC)

and any other applicable Indian Standards or its equivalent.

Specifically, detailed in the Section-II of the RFP document.

6. Estimated

Project Cost

The Estimated Cost of the Project is Rs. Rs. 9.39 Crores (Rupees

Nine Crore Thirty Nine Lakhs Only)

(Estimated Project Cost includes Cost of Construction, Project

Development Fee, Interest During Construction, Cost towards

optional facilities, etc.)

7. Minimum

Development

Obligations

(MDOs)

&

Minimum

Performance

The following Project Components under ‘Minimum Development

Obligations (MDOs)’ to be developed & operationalised by the

selected Developer within Six (06) Months from the

agreement date and also ensure the project components are

operational under “Minimum Performance Obligations” in

accordance with the RFP stipulations – details of the MDOs &

MPOs specified in section II of the RFP.



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Obligations

(MPOs)

Minimum Development Obligations (MDOs)

a) Development of Pedestrian walkway with illumination

b) Development of Cycle track over the utilities ducts with side

railings

c) Procurement of at least twenty (25) no. of Bi-Cycles

d) Lawn development including ornamental / flowering shrubs

between the property line & proposed pedestrian walkway all

along the stretch on LHS

e) Vertical garden for a minimum stretch of 510 meters with

minimum height of 3m

f) Development of themed landscape abutting the property line

on LHS of the ISB Road

g) Procurement of at least 75 no. of planter boxes for flowering

plants

h) Development of Public Amenities Centers which include

Toilets, Mobile charging points and also develop parking

facility (capacity of at least 5 ECS) adjacent to the Public

Amenities Centre

i) Providing digital signage’s and Waste collection Bins at

regular intervals

j) Providing street furniture at regular or necessary intervals to

the Pedestrian, physical challenged people and cyclist

Minimum Performance Obligations (MPOs)

a) Housekeeping services for the entire 3.50 Km length along

ISB road (including main carriageway and LHS sides along

with proposed Urban Street infrastructure.

b) Maintenance of Cycle track duly ensuring availability of

functional cycles to the users

c) Maintenance of themed landscape which include watering,

plants / shrubs pruning etc.

d) Maintenance of Public Amenities Centers (toilets etc.)

e) Replacement of damaged LED lights including cabling and

painting the proposed ornamental street lighting along the

Pedestrian walkway & also landscape area on regular basis

f) Segregation of Waste and depositing the same at the nearest

available local competent authority’s waste collection unit on

daily basis



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IMPLEMENTATION FORMAT

8. Implementation

Format

Public Private Partnership (PPP) Format.

9. Concession

Format

Design, Build, Finance, Operate & Transfer (DBFOT) Basis.

10. Concession

Period

The Concession Period shall be the “Bid Parameter”. The

Concession Period for Project shall commence from the date of

signing of the Concession Agreement with the Preferred Bidder.

11. Minimum License

Fee

The selected Bidder shall make a payment of Rs. 6.00 Lakhs

(Rupees Six Lakhs) plus applicable taxes for the first year

from the date of Concession agreement towards License fee per

annum.

Further, there shall be an increment of 5% in the license fee

every year over the previous year {i.e., 02nd year license fee is

Rs. 6,30,000/- (Rupees Six Lakhs Thirty Thousand only) and 3rd

year License Fee is Rs. 6,61,500/- (Rupees Six Lakhs Sixty One

Thousand Five Hundred only) and so on till the end of the

Concession period quoted by the Bidder in its Commercial Bid}.

This License fee shall be paid on quarterly basis in Advance to

the TSIIC Limited.

BID CONDITIONS AND EVALUATION

12. Bid Eligibility

Criteria

A. The Bidder, either sole Bidder or members of the Consortium

(not exceeding two firms) shall have registered under the

provisions of Indian Companies Act, 1956 or 2013.

B. Minimum Technical Qualification: The sole Bidder or

any one of the members of Consortium should meet the

following Technical qualifications executed during the last

five financial years preceding bid due date;

i. Should have accomplished experience in executing any

Civil work in Urban area with a single contract value of

at least Rs. 10 Crores (Rupees Ten Crores only)

AND

{a} Should have accomplished experience in similar

nature of projects either laying of footpath or Cycle track

with at least 1.3 Lakh Sq. ft.

OR

{b} Should have accomplished experience in developing

urban spaces (footpath or Cycle track or street furniture)

of at least 3.40 Km.



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C. Minimum Financial Qualification: The sole Bidder or

Consortium together shall meet the following Financial

qualifications;

i. Minimum Average Annual Turn Over of Rs. 10.00

Crores (Rupees Ten Crores only) in the past Three

Financial Years as per the Audited Annual Accounts.

AND

ii. Minimum Net-worth Rs. 2.50 Crores (Rupees Two

Crore Fifty Lakhs only) at the close of the financial

year preceding bid due date, as per the Audited Annual

Accounts i.e. as on 31.3.2018.

Note: More details with regards to Bidder’s eligibility is defined in

this RFP.

13. Bid Security ~

Earnest Money

Deposit (EMD)

An amount of Rs. 10,00,000/- (Rupees Ten Lakhs only)

Demand Draft (DD) drawn from any Nationalized / Scheduled

Banks of India in the favor of “TSIIC Limited” payable at

Hyderabad (OR) an unconditional and irrevocable Bank

Guarantee (BG) from any Nationalized/ Scheduled Banks shall be

submitted towards Bid security of along with its complete Bid.

The Bid Security shall be valid for 90 days (Ninety days) from the

Due Date of Bid submission and may be extended as may be

mutually agreed between the Authority and the Bidder.

The Bid Security of the unsuccessful Bidders shall be returned

within 30 (thirty) days of the issuance of the Letter of Intent

(“LoI”) to the Preferred Bidder. The Bid Security of the Preferred

Bidder shall be returned once the same has been replaced by the

Construction Performance Security in terms of the Concession

Agreement.

Bids shall be summarily rejected if not accompanied by the Bid

Security.

14. Construction

Performance

Security

The selected developer needs to submit an irrevocable and

unconditional Bank Guarantee from a Nationalised/ Scheduled

Bank, equaling to Rs. 50,00,000/- (Rupees Fifty Lakhs only)

towards the Construction Performance Security to TSIIC within

30 days from the date of issue of the LoI, a precondition for

signing of the Concession Agreement.

The Construction Performance Security shall be valid for

minimum of Twelve (12) months from its issue date (after issue

of LoI) and may be extendable if required; However, it will be



20


released to the Bidder once the projects are operational as per

the RFP conditions.

15. Operations

Performance

Security

The selected developer needs to submit an irrevocable and

unconditional Bank Guarantee from a Nationalised/ Scheduled

Bank, payable at Hyderabad for an amount of Rs. 10,00,000/-

(Rupees Ten Lakhs only) towards Operations Performance

Security.

The Operation Performance Security shall be submitted by the

Selected Developer on achieving the COD of the project and prior

to release of the Construction Performance Security by TSIIC.

Initial validity of the BG shall be three years and a fresh

Operations performance security shall be submitted every three

years, at least fifteen days prior to the expiry of the performance

security in force, without any notice from TSIIC. In case of non-

submission of fresh Operations Performance Security as above,

TSIIC shall forfeit the Operations Performance Security in force

without notice.

16. Project

Development Fee

Payment of Rs. 20.00 Lakhs (Rupees Twenty Lakhs only)

along with applicable taxes shall be paid by the Preferred

Bidder to TSIIC IALA in the form of Demand Drafts favouring

“TSIIC Limited” towards Non- refundable & Irrevocable

‘Project Development Fee’, within 15 days of date of issue of

Letter Of Intent (LoI). This is precondition for signing the

Concession Agreement.

17. Bid Validity

Period

120 days from the Due Date of Bid submission

18. Bid Evaluation a) Outer Envelope: Mandatory Compliance

b) Technical Bid Evaluation: Bidders whose bids are

responsive and also meet the Eligibility Criteria shall only be

undertaken for further evaluation.

c) Commercial Bid Evaluation: Financial / Commercial Bids of

technically qualified firms / bidders will only be opened and

evaluated.

19. Criteria for

selection of

Bidder

“Concession Period” is the bid parameter. The sole criterion

for selection of the (among technically qualified bidder/s) Bidder

is the Lowest Concession Period quoted by the Bidder in its

Commercial Bid



21

BID SUBMISSIONS

20. Outer Envelope Bidders are required to submit the following documents in

the Outer Envelope.

1. Appendix A1: Checklist of Submissions

2. Appendix A2: Covering Letter

3. Bid Security (As defined in the RFP)

4. RFP document along with Addenda (if any) signed &

stamped on each page

21. Envelope I:

Technical Bid

The Bidders shall submit the following in Envelope I of the Bid

submission as detailed in RFP – as per the format provided.

i. Appendix B1: Letter of Application (On the letter head of

Bidder or Lead Member in case of Consortium)

ii. Appendix B2: General information about the Bidder (To

be submitted by each member in case of Consortium)

iii. Appendix B3(a): Power of Attorney for signing of

Bid/Proposal (To be submitted by the Bidder or Lead

Member in case of Consortium on a non-judicial stamp

paper of Rs.100 duly attested by notary public)

iv. Appendix B3(b): Power of Attorney for Lead Member of

Consortium (on a non-judicial stamp paper of Rs.100 duly

attested by notary public)

v. Appendix B4: Anti Collusion Certificate (In case of

Consortium, each member of the Consortium need to

execute this)

vi. Appendix B5: Project Undertaking (To be executed by the

Bidder or Lead Member in case of Consortium)

vii. Appendix B6: Affidavit (To be submitted by Bidder/each

member in case of Consortium on a non-judicial stamp

paper of Rs. 100 duly attested by notary public)

viii. Appendix B7: Technical Qualification Details

ix. Appendix B8: Financial Qualification Details

x. Appendix B9: Consortium Agreement, in case of

Consortium

xi. Appendix B10: Letter of Undertaking for Technical Bid

22. Envelope II:

Commercial Bid

The Bidders shall be required to submit their Commercial Bid in

the format Appendix C as provided in the RFP duly filled and

signed.

IMPORTANT DATES

23. Pre-bid Meeting 04.00 PM on 27.02.2019



22

24. Due Date & Time

for Receipt of

Bids

March 05, 2019, 17:00 hrs. IST

25. Date and Time of

Opening of Bids

March 06, 2019, 15:00 hrs. IST



23

3.0 DEFINITIONS AND INTERPRETATIONS

3.1 DEFINITIONS

“Agreement” or Concession Agreement” shall mean the Authorisation Agreement

to be entered between the TSIIC & Concessionaire/Selected Developer/Preferred

Bidder.

“Concessionaire”/ “Selected Developer” shall mean the Preferred Bidder selected

and nominated by the “TSIIC” to implement the Project on the terms and conditions

stipulated in the Concession Agreement.

“Authority” shall mean Telangana State Industrial Infrastructure Corporation Limited

(TSIIC), Hyderabad.

“Bid or Detailed Bid or Proposal” shall mean Bid submitted by the Bidder for the

Project advertised, in response to this RFP including clarifications and/or amendments

to RFP, if any.

“Bid Security” shall mean the security furnished by the Bidder in the form of Demand

Draft or Bank Guarantee, as stipulated in the RFP document.

“Bid Evaluation Committee” shall mean the committee constituted by the TSIIC for

evaluating the Bids.

“Compliance Date” shall be as defined in the Draft Concession Agreement.

“Commercial Operation Date” or “COD” means the date upon which the

Concessionaire commences commercial operations of the Project.

“Commercial Bid” shall have the meaning as set forth in the RFP document.

“Contract Period” or “Concession Period” shall have the meaning provided in

Section 2.2 of the Concession Agreement.

“Due Date” shall mean the last date for submission/receipt of the Bid, as mentioned in

the RFP document.

“Firm” shall mean a single legal entity, which is a Registered Body under Indian

Companies Act, 1956 or 2013.

“TSIIC” shall mean Telangana State Industrial Infrastructure Corporation Limited

“Letter of Intent” or “LoI” shall mean the letter to be issued by TSIIC to the

Preferred Bidder conveying intention of award of the Project/ Concession, in

accordance with the terms of this RFP.

“Minimum Development Obligations” or “Essential Facilities” shall mean the

Minimum Development Requirements to be met by the Preferred Bidder



24

/Concessionaire in implementation of the Project; the details of the Minimum

Development Obligations are given in the RFP.

“Minimum Performance Obligations” shall mean the Minimum Performance

Requirements to be met by the Preferred Bidder /Concessionaire during operations and

maintenance of the Project; the details of the Minimum Performance Obligations are

given in the RFP.

“Operations Period” shall means the period commencing from COD and ending on

the expiry or prior termination of this Agreement Period;

“Other Option Facilities” shall mean the Other Optional Facilities may be developed

by the Preferred Bidder /Concessionaire only upon prior approval from TSIIC;

“Preferred Bidder” shall mean the Bidder, whose Bid is declared as the Bid with the

Lowest Concession Period quoted for the Project as a result of the Bid evaluation

process as set forth in this RFP document.

“Project Cost” shall mean the estimated total landed cost of Project. The components

would include the costs incurred for carrying out the Project related activities such as

formulation, development, design, engineering, finance, installation, construction,

interest during construction, insurance, cost towards optional facilities, etc.

“Project” shall means, Development of Urban Street Infrastructure for ISB road from

DLF circle to Varun Motors on PPP mode under IALA Nanakramguda and subject to the

provisions of this RFP and Agreement, (i) design, financing, construction at the site,

implementation, completion, commissioning, marketing, management, operation and

maintenance of the Project facilities, execution of the works and all activities incidental

thereto, such as engineering, testing, installation, commissioning and insurance etc., by

the Concessionaire during the Concession Period; and (ii) the transfer of the

Project/Project Facilities/Essential Facilities by the Concessionaire to Authority or its

nominated agency at the end of the Concession Period by efflux of time or prior

termination;

“Project Area” shall mean L.H.S (Left Hand Side) of the ISB road (From DLF Circle to

Varun Motors) comprising of 4.50 meter width and 3.50 Km length along ISB road from

DLF circle to Varun Motors under IALA Nanakramguda

"“Project Agreement” shall mean Concession Agreement and any other legal

documents as mutually agreed to between the TSIIC and the Preferred Bidder,

necessary for implementing the Project.

“Project Completion Period” shall mean the total period in which the construction of

the Project (as per the designs) and certified by TSIIC or its nominated agency.



25

“Request for Proposal or RFP” shall mean the Bid documents comprising Volume I

to IV, including any Addendum / modifications /clarifications issued by TSIIC.

“Technical Criteria” or “Criteria” shall mean the criteria stipulated in the RFP,

which is required to be complied by the Bidder based on its Technical Bid to become

eligible for opening and evaluation of its Commercial Bid.

3.2 INTERPRETATION

In the interpretation of this RFP, unless the context otherwise requires:

i. The singular of any defined term includes the plural and vice versa, and any word

or expression defined in the singular has the corresponding meaning used in the

plural and vice versa;

ii. Reference to any gender includes the other gender;

iii. Unless otherwise stated, a reference to a clause, sub-clause, paragraph, sub-

paragraph, annex, exhibit, attachment, schedule or recital is a reference to a

Clause, sub-clause, paragraph, subparagraph, annex, exhibit, attachment,

schedule or recital of this RFP;

iv. A reference to any agreement is a reference to that agreement and all annexes,

attachments, exhibits, schedules, appendices and the like incorporated therein, as

the same may be amended, modified, supplemented, waived, varied, added to,

substituted, replaced, renewed or extended, from time to time, in accordance with

the terms thereof;

v. The terms “include” and “including” shall be deemed to be followed by the words

“without limitation”, whether or not so followed;

vi. Any reference to a person shall include such person’s successors and permitted

assignees;

vii. A reference to a “writing” or “written” includes printing, typing, lithography and

other means of reproducing words in a visible form;

viii. Any date or period set forth in this RFP shall be such date or period as may be

extended pursuant to the terms of this RFP;

ix. A reference to “month” shall mean a calendar month, a reference to “week” shall

mean a calendar week and a reference to “day” shall mean a calendar day, unless

otherwise specified.

x. The terms "hereof, "herein", "hereto", "hereunder" or similar expressions used in

this RFP mean and refer to this RFP and not to any particular Article, Clause or



26

Volume of this RFP. The terms "Article", "Clause", “Paragraph” and “Schedule”

mean and refer to the Article, Clause, Paragraph and Schedule of this RFP so

specified;

xi. In the case of any conflict, discrepancy or repugnancy between the provisions of

RFP documents, provisions of the Concession Agreement shall prevail over and

supersede the provisions of other documents.

xii. The descriptive headings of Articles and Sections are inserted solely for

convenience of reference and are not intended as complete or accurate

descriptions of content thereof and shall not be used to interpret the provisions of

this Agreement;

xiii. All capitalized words and expressions used in the RFP but not defined therein shall

have the same meaning as ascribed to them in the Agreement.



27

4.0 GENERAL INFORMATION AND INSTRUCTIONS

4.1 CONTENTS OF THE RFP DOCUMENT

The RFP documents are those stated below, and should be read in conjunction with

any Addenda issued;

i. Volume I: Instruction to Bidders

ii. Volume II: Development Controls and Technical Specification

iii. Volume III: Formats for Bids Submission (Appendices)

iv. Volume IV: Draft Concession Agreement

4.2 INTRODUCTION TO RFP

4.2.1 This Volume should be read in conjunction with other Volumes of RFP. The

words and expressions, which are defined in this Volume of RFP i.e. Instructions

to Bidders (ITB), have the same meaning when used in the other Volumes of

RFP, unless separately defined.

4.2.2 The ITB sets out the Bidding Process and provides necessary details for the

Bidders to prepare their Bid(s) for the subject Project(s). The prescribed formats

for submission of Bids are as per the Volume III of the RFP.

4.2.3 The Bidders are advised to submit their Bids complying with the requirements

stipulated in the RFP document. The Bids may be rendered disqualified in case

of receipt of incomplete Bids and/or the information is not submitted as per the

prescribed formats.

4.3 GENERAL TERMS OF BIDDING

4.3.1 The Bidder shall submit single Bid for the project (subject to eligibility). Each

Bidder shall ensure that none of its Associates are bidding for the Project

separately. In case it is found that a Bidder and its Associate both have bid

separately for this Project, the bids of both such Bidder and its Associate shall

be rejected and the Bid Security of both such Bidder and its Associate shall be

liable to be forfeited.

4.3.2 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


4.3.3 The Bid should be furnished in the format at Appendix – C, clearly indicating the

Concession Period in both figures and words, and signed by the Bidder’s



28

authorised signatory. In the event of any difference between figures and words,

the amount indicated in words shall be taken into account.

4.3.4 The Commercial Bid shall consist of ‘Concession Period’ to be quoted by the

Bidder.

4.3.5 The Bidder shall submit the Bid Security along with the bid submitted for the

project, in accordance with the provisions of this RFP. The Bidder shall provide

the Bid Security in the form of Demand Draft drawn in favor of “ TSIIC Limited”

and payable at Hyderabad

4.3.6 Change of Management of the Preferred Bidder (lead member in case of

consortium) is not allowed within construction time and first three years of

project operations. However, after the aforesaid period and with the prior

approval of TSIIC IALA, change of management may be allowed.

4.3.7 In case of a consortium, the consortium agreement shall be valid for at least

three years from commencement of project operations (COD).

4.4 BIDDER’S RESPONSIBILITY FOR DATA & SITE/S VERIFICATION

4.4.1 While preparing the Bid, the Bidder shall consider the information provided in

this RFP in totality and is expected to examine carefully the contents of all the

documents provided. Failure to comply with the requirements of the RFP will be

at the Bidder’s own risk and may lead to disqualification of the Bid as being non

responsive.

4.4.2 The technical details given in Volume II of RFP are based on the site status and

assumptions of TSIIC or its Consultants/ Advisors. However, the Bidders shall be

wholly responsible for all the details of their Bids, based on their review of

physical and site conditions, etc. In essence, after the Bid is submitted, the

Bidder shall be the ‘owner’ of all the data, which forms the basis of the Bid and

shall have no claims whatsoever on TSIIC or its agencies or its Advisors

regarding the accuracy of the data or designs, information, etc. furnished in the

RFP.

4.4.3 It would be deemed that prior to the submission of the Proposal, the Bidder has:

a. Made a complete and careful examination of requirements and other

information set forth in this RFP document.

b. Received all relevant information requested from TSIIC.

c. Accepted the risk of inadequacy, error or mistake in the information provided

in the Bidding Documents or furnished by or on behalf of TSIIC.



29

d. Examined all the relevant information as it has received from TSIIC in

respect of the project/s

e. Made a complete and careful examination to determine the difficulties and

matters incidental to the performance of its obligations under the Concession

Agreement, including but not limited to

i. The Project Site

ii. Availability of suitable materials and/or technology for

construction

iii. All other factors that might affect its performance under the


f. Acknowledged that it does not have Conflict of Interest.

g. Agreed to be bound by the undertakings and all other documents provided

by it under and in terms hereof.

4.4.4 Bidders shall carry out any surveys, investigations etc. at their own cost and risk.

4.5 BIDDER’S ELIGIBILITY CRITERIA

The Bidders shall meet the following minimum eligibility criteria’s:

4.5.1 General requirement: The Bidder shall be either sole Bidder or members of

the Consortium shall have registered under the provisions of Indian Companies

Act, 1956 or 2013. Bidder may either participate as “Sole/ Single Bidder” (or) as

a “consortium of firms” (the “Consortium”). The Consortium shall not

comprise of more than 02 (Two) firms / entities. However, no Bidder applying

individually or as a member of a Consortium, as the case may be, can be

member of another Bidder.

4.5.2 Minimum Technical Qualification: The sole Bidder or any one of the

members of Consortium shall meet the following Technical qualifications

executed during the last five financial years preceding bid due date;

i. Should have accomplished experience in executing any Civil work in Urban

area with a single contract value of at least Rs. 10 Crores (Rupees Ten

Crores only)

AND

{a} Should have accomplished experience in similar nature of projects

either laying of footpath or Cycle track with at least 1.3 Lakh Sq. ft.

OR

{b} Should have accomplished experience in developing urban spaces

(footpath or Cycle track or street furniture) of at least 3.40 Km.



30

Note: Appropriate documentary evidence in the form of completion certificates, work

orders etc. should be enclosed in support of the above. All the documentary evidence

submitted by the Bidder(s) shall be to the satisfaction of TSIIC. Decision of TSIIC in

accepting or rejecting such documentary evidence as submitted by the Bidder(s) is final

and binding on the Bidder(s).

i. Where the Bidder is a Consortium, it shall comply with the following additional

requirements:

(a) Number of members in a consortium shall not exceed 2 (two),

(b) The Bidding Documents 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”), The nomination(s) shall be supported by

a Power of Attorney, as per the format at Appendix-[B3], signed by the

other member of the Consortium;

(d) the Application should include a brief description of the roles and

responsibilities of individual members;

(e) Further, a member of a particular Consortium cannot be member of any

other Consortium;

(f) Members of the Consortium shall enter into a binding Consortium

Agreement, substantially in the form specified at Appendix-[.......] (the “

Consortium Agreement”), for the purpose of making the bidding

application and submitting a Bid in the event of being short-listed. The

Consortium Agreement, to be submitted along with the bidding

application, shall, inter alia:

4.5.3 Minimum Financial Qualification: The sole Bidder or Consortium together

shall meet the following Financial qualifications

i. Minimum Average Annual Turn Over of Rs. 10.00 Crores (Rupees Ten

Crores only) in the past Three Financial Years as per the Audited Annual

Accounts.

AND

ii. Minimum Net-worth Rs. 2.50 Crores (Rupees Two Crore Fifty Lakhs only)

at the close of the financial year preceding bid due date, as per the Audited Annual

Accounts i.e. as on 31.3.2018.

Note: The Bidders should submit audited annual accounts for the all the relevant years

in support of all the above financials.



31

In case of the Consortium, following conditions are applicable:

A consortium together can meet the financial criteria. However, the

Lead Member of the Consortium needs to meet at least 26% of the

financial criteria on its own and other member should meet

minimum 10% of the financial criteria.

Any one of the members of Consortium shall meet the Technical

Criteria

4.5.4 Qualification through Affiliates (If any)

The Bidding Company (in case of a single bidder)/ Consortium Member can draw upon

the Technical Experience and Financial Capability of one or more of its Affiliates. In

either case, the ownership relation between the Bidder and the Affiliate(s) must be

explained.

For purposes hereof, “Affiliate” means with respect to a specified Person, any Person

which is a holding company or subsidiary of such specified Person, or any Person which

directly or indirectly, (a) owns or controls such specified Person, (b) is owned or

controlled by such specified Person, or (c) is owned or controlled by the same Person,

who, directly or indirectly, owns or controls such specified Person. For the purposes of

this Document, the terms "holding company" and "subsidiary" shall have the meaning

ascribed to them under Section 4 of the Companies Act, 1956 and 2013 and the term

"control" shall mean:

a) control over the composition of majority of board of directors of a

company; or

b) control of more than 50% (fifty percent) of the voting shares of such

Person

c) and with respect to a Person which is not a company or corporation, the

power to direct the management and policies of such person, whether by

operation of law or by contract or otherwise

For purposes of this RFP, Affiliate means, in relation to the Bidder/ Consortium

Member, a person who controls, is controlled by, or is under the common control with

such Bidder/ Consortium Member (the “Affiliate”). 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



32

or corporation, the power to direct the management and policies of such person by

operation of law.

a) All other conditions like power of attorney for bid signatory and qualifying criteria of

the Preferred Bidder, qualification through affiliates, etc. shall be as defined in this

RFP document.

b) All the information as per the requirements of the RFP shall be provided to the Lead

Member of the Consortium.

c) The Bid shall be legally binding on all the members of the Consortium.

d) The Bids would be evaluated based on the details and data furnished. TSIIC

decision regarding a Bidder’s eligibility or otherwise shall be final and binding.

e) The Bidders shall provide evidence of their continued eligibility in a manner that is

satisfactory to TSIIC and TSIIC may request the Bidders for the same till signing of

the Concession Agreement.

f) A Bidder may be disqualified if it is determined by TSIIC, at any stage of the

Bidding Process that the Bidder fails to continue to satisfy the Eligibility Criteria and

Technical Criteria. Supplementary information or documentation regarding the

criteria may be sought from the Bidders at any time and the same shall be so

provided within the time frame stipulated by TSIIC.

4.6 NON-COMPLIANCE WITH RFP

TSIIC reserves the right to terminate a Bidder’s participation in the Bidding Process at

any time, should TSIIC consider that a Bidder has, without the prior consent, failed to

comply with the procedures and requirements prescribed in the RFP.

4.7 COST OF BIDDING

The Bidder shall bear all costs associated with the preparation and submission of its

Bid, including site visits, field investigations, data collection, analysis, etc. as also any

discussions/negotiations. TSIIC/Project Advisors shall not be responsible or liable for

any such costs.

4.8 VALIDITY OF BID

4.8.1 The Bids submitted shall remain valid for 90 days from the Due Date of Bid

submission.

4.8.2 In exceptional circumstances, prior to the expiry of the original Bid validity

period, TSIIC may request the Bidders to extend the period of validity for a

specified additional period. The request for the extension shall be made in



33

writing. Bidder will not be permitted to modify their Commercial Bid, but will be

required to extend the validity of the Bid Security for the period of extension.

4.9 BID SECURITY

4.9.1 The Bidder shall furnish, along with the Bid, Bid Security as mentioned in the

‘Bid Summary’ (Clause 2) of this RFP, in the form of Demand Draft from any

Nationalised/ Scheduled Bank in favour of ‘, TSIIC Limited” payable at

Hyderabad or unconditional and irrevocable Bank Guarantee from a

Nationalized/ Scheduled Bank. The Bank Guarantee towards Bid Security shall

be valid for 90 days from the Due Date of Bid submission and may be extended

as may be mutually agreed between the Authority and the Bidder.

4.9.2 Details of the Demand Draft or Bank Guarantee for the Project shall be

submitted in the format provided as Appendix A3 of Volume III of RFP.

4.9.3 Any Bid not accompanied by the Bid Security in the manner stated above shall

be rejected by TSIIC as non-responsiveness and their Bid shall not be opened

for evaluation.

4.9.4 The Bid Security of unsuccessful Bidders will be returned within 15 days of

signing of Concession Agreement with the Preferred Bidder or 60 days of

opening of commercial bids, whichever is earlier.

4.9.5 The Bid Security shall be extended beyond the original validity period in case the

signing of Concession Agreement is delayed due to any reason.

4.9.6 The Bid Security shall become liable for forfeiture in the event of the following:

i. If the Bidder refuses to accept the correction of errors in his Bid, or

ii. If the Bidder submits a conditional Bid which would affect unfairly the

competitive provision of other Bidders who submitted substantially

responsive Bids and/or is not accepted by TSIIC,

(or)

iii. The Preferred Bidder fails to sign the Concession Agreement as stipulated

in the RFP,

(or)

iv. If the Preferred Bidder fails to pay the Project Development Fees and/or

fails to provide the Bank Guarantees as per the terms and conditions

specified in the RFP within the stipulated time period as specified in the

RFP/LoI.

4.10 MISCELLANEOUS INSTRUCTIONS

4.10.1 TSIIC reserves the right to disqualify Bidders at any stage of the Bidding

Process if the details submitted for pre-qualification are found to be

incorrect or untrue.



34

4.10.2 Bids that are incomplete in any respect or those that are not consistent

with the requirements as specified in this RFP might be considered non-

responsive and may be liable for rejection.

4.10.3 Adherence to formats, wherever prescribed, is required. Non-adherence to

formats might be a ground for declaring a Bid non-responsive.

4.10.4 All communication and information shall be provided in writing and in

English language only.

4.10.5 All financial data shall be given (converted) in Indian Rupees only.

4.10.6 All communication and information provided should be legible, and

wherever the information is given in figures, the same should also be

mentioned in words. In case of conflict between amounts stated in figures

and words, the amount stated in words will be taken as correct. No change

in, or supplementary information to a Bid shall be accepted once

submitted. However, TSIIC or any of its advisors/ agencies/ consultants

reserves the right to seek additional information and/ or clarifications from

the Bidders, if found necessary, during the course of evaluation of the Bid.

Non-submission, incomplete submission or delayed submission of such

additional information and/ or clarifications sought by TSIIC or any of its

agencies/consultants may be a ground for rejecting the Bid.

4.10.7 If any claim made or information provided by the Bidder in the Bid or any

information provided by the Bidder in response to any subsequent query by

TSIIC or any of its agencies/consultants/advisors, is found to be incorrect

or is a material misrepresentation of facts, then the Bid shall be liable for

rejection. Mere clerical errors or bonafide mistakes may be treated as an

exception at the sole discretion of TSIIC or any of its advisors/ agencies/

consultants and if TSIIC or any of its advisors/ agencies/ consultants is

adequately satisfied.

4.10.8 Any entity which has been barred by the Central/ State Government or any

entity controlled by them in India or abroad, from participating in any

project (DBFOT or otherwise), and the bar subsists as on the Due Date or

had been imposed at any time in the last three (3) years immediately prior

to the Due Date, would not be eligible to submit a Bid. In case of a foreign

entity, the same should not have been barred in the jurisdiction of its

incorporation or at any other place where such foreign entity shall have

undertaken any projects/ assignments, by any public or other authority in

the last three (03) years immediately prior to the Due Date.

4.10.9 A Bidder 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



35

award against the Bidder, or Associate thereof, 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 or Associate thereof.

4.10.10 If the Bidder has submitted any documents, created or originating from

outside the Republic of India, such as work experience certificate(s),

financial detail(s), power of attorney(s), undertaking(s), documentary

evidence(s), qualifying document(s), etc. (collectively “Foreign

Documents”) then the Bidder, before any such Foreign Document(s) are

sent to India for the purpose of applying towards this Project, shall be

required to get each and every page of such Foreign Document(s), duly

authenticated/ embossed/ legalized/ notarised from the Indian

Embassy/Indian High Commission situated in the country from where such

Foreign Document(s) were created or are originating from. Such

authentication/ embossment/ legalization/ notarisation from the Indian

Embassy/Indian High Commission shall also apply to all such document(s)

that are in a language other than English, which shall compulsorily be

required to be translated (as the true translated copies of the original) by a

duly certified/ authorized /qualified Translator, supported by the affidavit of

the said translator, certifying the correctness of the English translation. In

case of any inconsistency between the original Foreign Document and its

english translation, the latter shall prevail and be held binding on such

Bidder.

However, in the case of Foreign Document(s) created or originating from

countries that have signed, ratified and have made operational the Hague

Convention abolishing the requirement of legalization for foreign public

documents, 5 October, 1961 - "Hague Legalization Convention, 1961", the

Bidders may affix an 'Apostle" sticker on each and every page of their

Foreign Document(s). Thereafter, the Bidder shall be compulsorily required

to get all such "Appostilled" Foreign Document(s) approved, certified and

attested from the Indian Embassy /Indian High Commission in that country

where the 'Foreign Document(s)' were created or are originated from or the

Ministry of External Affairs, Government of India, New Delhi and the

Bidder/s shall follow any other norms/guidelines laid by the Ministry of

External Affairs, Government of India, New Delhi.

4.10.11 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, TSIIC shall be entitled

to forfeit and appropriate the Bid Security or the Construction Performance



36

Security, as the case may be, as mutually agreed genuine pre-estimated

loss and damage likely to be suffered and incurred by TSIIC and not by

way of penalty for, inter alia, the time, cost and effort of the TSIIC,

including consideration of such Bidder’s proposal (the “Damages”), without

prejudice to any other right or remedy that may be available to TSIIC

under the Bidding Documents and/or the Concession Agreement or

otherwise. Without limiting the generality of the above, a Bidder shall be

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

(i) the Bidder or its Associate and any other Bidder, or any Associate 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 or an Associate thereof (or any shareholder thereof

having a shareholding of more than 5% (five per cent) of the paid up and

subscribed share capital of such Bidder or Associate, as the case may be) in

the other Bidder or Associate, is less than 5% (five per cent) 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 Section

4A of the Companies Act, 1956/ Section 2(72) of the Companies Act, 2013.

For the purposes of this Clause, indirect shareholding held through one or

more intermediate persons shall be computed as follows:

(a) 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;

(b) subject always to sub-clause (a) 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 (b) 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



37

(ii) such Bidder or any Associate thereof receives or has received any direct or

indirect subsidy, grant, concessional loan or subordinated debt from any

other Bidder or Associate, or has provided any such subsidy, grant,

concessional loan or subordinated debt to any other Bidder or any Associate

thereof; or

(iii) such Bidder has the same legal representative for purposes of this Bid as

any other Bidder; or

(iv) 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

others’ information about, or to influence the Bid of either or each other; or

(v) such Bidder or any Associate thereof has participated as a consultant to the

Concessioning Authority in the preparation of any documents, design or

technical specifications of the Project.

Explanation:

For purposes of this RFP, Associate means, in relation to the Bidder, a person

who controls or is controlled by or is under the common control with such Bidder

(the “Associate”). As used in this definition, the expression “Control” means,

with respect to a person which is a company or corporation with 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.

4.10.12 A Bidder shall be liable for disqualification and forfeiture of Bid Security if any

legal, financial or technical advisor of TSIIC in relation to the Project, is engaged

by the Bidder 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 LoI or (ii) execution of the Concession

Agreement.

4.11 BID RESPONSIVENESS

4.11.1 A Bid shall be deemed “non-responsive” if it does not satisfy any of the following

conditions:

i. It is not received by the Due Date and time



38

ii. It does not include sufficient information/ details for it to be evaluated and/or is

not in the formats specified in this RFP.

iii. It is not signed and/or sealed in the manner as specified in this RFP.

iv. The Bid Security/ies is not submitted by the Bidder along with the bid or

submitted in any other form other than that prescribed in the RFP.

4.11.2 Non-responsive Bids shall be liable for rejection at any stage during the Bid

evaluation process and the decision of TSIIC in this regard is final and binding.

4.12 PRE-BID CONFERENCE

4.12.1 A Pre-Bid conference of the Bidders shall be held on the date and time specified

in the RFP (Schedule of Bidding Process), at the office of the TSIIC Head

Office, Hyderabad and the Bidder’s designated representative(s) are invited to

attend the same. A maximum of two (2) representatives of each Bidder shall be

allowed to participate on production of authority letter from the Bidder.

4.12.2 Bidders are advised to contact TSIIC to indicate whether or not they will attend

and, if so, the number of attendee(s) and their names, designation etc, at least

two (2) working days prior to the date of the pre-bid conference.

4.12.3 The purpose of the Pre-Bid Conference(s) will be to clarify queries of the Bidders

related to the Project, Project site and RFP document, if any.During the course

of the Pre-Bid conference, the Bidders shall be free to seek clarifications and

make suggestions for consideration of the TSIIC. TSIIC 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.

4.12.4 The Bidders should submit the queries in writing or by fax or e-mail and the

same should reach to TSIIC at least two (2) working days before the pre-bid

conference along with a soft copy of the same to TSIIC by e-mail.

4.12.5 Minutes of the Pre-Bid conference will be sent to all Bidders, which will

subsequently form an addendum to this RFP, as required.

4.12.6 The responses to the queries raised in the Pre-Bid Conference will be updated

on the TSIIC website. Any modification to the RFP (including the Concession

Agreement) which may be considered necessary as a result of the Pre-Bid

Conference or otherwise in the sole discretion of TSIIC shall be made by TSIIC

exclusively through the issue of an Addendum / issue of the revised RFP

(including Concession Agreement), shall be uploaded on TSIIC website.

4.12.7 Non-attendance at the Pre-Bid Conference will not be a cause for disqualification

of a Bidder.

4.13 CLARIFICATION & AMENDMENT OF RFP DOCUMENT



39

4.13.1 Bidder requiring any clarification on the RFP document shall request TSIIC office

in writing or by e-mail or facsimile (any reference to either E-mail or facsimile

shall be interpreted to include the other) at the address indicated in the RFP.

TSIIC /Project Advisors will respond to any request for clarification, which is

received before two working days from the Pre-Bid Meeting to enable other

Bidders to react/incorporate prior to the Due Date. Copies of response given by

TSIIC/ Project Advisors will be forwarded to all Bidders, including a description

of the query, but without identifying its source.

4.13.2 The Bidders shall note that reliance upon information/ clarification that is

provided by any other source shall be at the risk of the Bidders.

4.13.3 At any time prior to the Due Date, TSIIC may amend the RFP document by

issuing an addendum.

4.13.4 Any addendum thus issued shall be part of the RFP document and shall be

updated on the TSIIC website only.

4.14 FRAUD AND CORRUPT PRACTICES

4.14.1 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 LOI and during the subsistence of the Concession Agreement.

Notwithstanding anything to the contrary contained herein, or in the LOI or the

Concession Agreement, the Authority shall reject a Bid, withdraw the LOI, or terminate

the Concession Agreement, as the case may be, without being liable in any manner

whatsoever to the Bidder or Concessionaire, as the case may be, if it determines that

the Bidder or 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 forfeit and appropriate the Bid Security or Performance Security, as the

case may be, as mutually agreed genuine pre-estimated compensation and damages

payable to the Authority towards, inter alia, time, cost and effort of the Authority,

without prejudice to any other right or remedy that may be available to the Authority

hereunder or otherwise.

4.14.2 Without prejudice to the rights of the Authority under Clause 4.15.1 hereinabove

and the rights and remedies which the Authority may have under the LOI or the

Concession Agreement, 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 LOI or the

execution of the Concession Agreement, such Bidder or Concessionaire shall not be

eligible to participate in any tender or RFP issued by the Authority during a period of 2



40

(two) years from the date such 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 practices, as the case may be.

4.14.3 For the purposes of this Clause 4.15.2, 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 LOI or has dealt with matters concerning the Concession Agreement or

arising there from, 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) engaging in any manner

whatsoever, whether during the Bidding Process or after the issue of the LOI 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 LOI or the 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.

4.15 REJECTION OF BIDS

4.15.1 Notwithstanding anything contained in this RFP, TSIIC reserves the right to

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 TSIIC



41

rejects or annuls all the Bids, it may, in its discretion, invite all eligible Bidders to

submit fresh Bids hereunder or may take such other steps as it may deem fit in

its sole discretion as per applicable laws without being liable for the same in any

manner.

4.15.2 The Authority reserves the right not to proceed with the Bidding Process at any

time, without notice or liability, and to reject any Bid without assigning any

reasons.



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5.0 BIDDING PROCESS

5.1 The Bidders are required to submit single bid for the project (subject to eligibility).

The bid comprises of two envelopes (i) Technical Bid in Envelope I and (ii) Commercial

Bid in Envelope II. Both the envelopes shall be placed inside an Outer Envelope.

5.2 The Technical Bid in Envelope-I will be evaluated based on the compliance vis-à-vis

the stipulated Technical Criteria.

5.3 The Bidders qualified in the technical evaluation will only be eligible for opening &

evaluation of their Commercial Bids. Evaluation of the Commercial Bids will be the

final stage of evaluation process.

5.4 In order to accomplish a comprehensive, expeditious and fair Bid evaluation process,

Bidders are requested to study the contents of the RFP documents completely and

carefully. The Bidders may obtain clarifications, if required from TSIIC/ Project

Advisors in this regard.

5.5 The evaluation of Bids would lead to the selection of a Preferred Bidder.

5.6 The Bidders will have to provide Bid Security in the form of a demand draft/Bank

Guarantee to the Authority as per the Bid Summary (Clause 2.0 of Volume I of this

RFP). The Bid shall be summarily rejected if it is not accompanied by the Bid Security.

5.7 The sole criterion for selection of the Bidder is the “LOWEST CONCESSION

PERIOD”, quoted by the Bidder in its commercial bid.

5.8 Generally, the Selected Bidder shall be the Lowest (L1) (Lowest Concession Period

quoted by the Bidder) Bidder in its Commercial Bid (Strictly as per the format provided

in this RFP). The remaining Bidders shall be kept in reserve and may, in accordance

with the process specified in Clause 7.8, Volume 1 of this RFP, be invited to match the

Bid submitted by the Lowest (L1) Bidder, in case such Lowest Bidder withdraws or is

not selected for any reason. In the event that none of the other Bidders match the Bid

of the Lowest Bidder, the Authority may, in its discretion, invite fresh Bids from all

Bidders or annul the Bidding Process, as the case may be.



43

6.0 PREPARATION AND SUBMISSION OF BIDS

6.1 GENERAL SUBMISSIONS

6.1.1 The Bid shall be submitted in two (02) separate envelopes as under, placed in an

Outer Envelope along with appendices as per Appendix A of Volume III of

RFP.

a. ENVELOPE I: Technical Bid (as per Appendix B of Volume III of RFP)

b. ENVELOPE II: Commercial Bid (as per Appendix C of Volume III of RFP)

6.2 INSTRUCTIONS FOR SUBMISSION OF OUTER ENVEOPE

The following shall be submitted in the Outer Envelope:

1. Checklist of Submissions as per Appendix A1 of Volume III of RFP

2. Covering Letter as per Appendix A2 of Volume III of RFP

3. Bid Security as mentioned in the RFP document.

4. Signed RFP along with Addenda (if any) signed on all pages by the authorized

signatory

“OUTER ENVELOPE” shall be sealed, labelled as “BID FOR DEVELOPMENT OF

URBAN STREET INFRASTRUCTURE FOR ISB ROAD FROM DLF CIRCLE TO

VARUN MOTORS, HYDERABAD UNDER IALA NANAKRAMGUDA” and NOT TO BE

OPENED BEFORE THE DUE DATE/TIME FOR BID SUBMISSION & OPENING”.

6.3 INSTRUCTIONS FOR SUBMISSION OF TECHNICAL BID (Envelope I)

The following shall be submitted as part of the Technical Bid (Envelope I). The Technical

Proposal/ bid shall be sealed in separate envelope.

Appendix B1: Letter of Application (On the letter head of Bidder or Lead Member in

case of Consortium).

Appendix B2: General Information about the Bidder (To be submitted by each

member in case of Consortium).

Appendix B3(a): Power of Attorney for signing of Bid/Proposal (To be submitted by

the Bidder or Lead Member in case of Consortium on a non-judicial stamp paper of

Rs.100 duly attested by notary public).

Appendix B3(b): Power of Attorney for Lead Member of Consortium (on a non-

judicial stamp paper of Rs.100 duly attested by notary public).

Appendix B4: Anti Collusion Certificate (In case of Consortium, each member of the

Consortium need to execute this).

Appendix B5: Project Undertaking (To be executed by the Bidder or Lead Member in

case of Consortium).

Appendix B6: Affidavit (To be submitted by Bidder/each member in case of

Consortium on a non-judicial stamp paper of Rs. 100 duly attested by notary public)



44

Appendix B7: Technical Qualification Details

Appendix B8: Financial Qualification Details

Appendix B9: Consortium Agreement, in case of Consortium

Appendix B10: Letter of Undertaking for Technical Bid

The envelope containing the Technical Proposal shall have written on the top:

ENVELOPE – I: “TECHNICAL PROPOSAL FOR DEVELOPMENT OF URBAN STREET INFRASTRUCTURE FOR ISB ROAD FROM DLF CIRCLE TO VARUN MOTORS, HYDERABAD ON PPP MODE UNDER IALA NANAKRAMGUDA” and shall be placed in the Outer Envelope.

6.4 INSTRUCTIONS FOR SUBMISSION COMMERCIAL BID

The Bidders shall be required to submit their Commercial Bids (Concession Period)

sealed in separate envelope (ENVELOPE II) as under:

6.4.1 Commercial Bid Letter & Format as per Appendix - C (RFP-Volume-III)

duly filled in to quote the ”CONCESSION PERIOD”.

6.4.2 Bidders shall prepare and submit only One (1) original document of the

Commercial Bid in Envelope II. The envelope containing the Commercial Bid shall

be sealed, labelled as ENVELOPE – II: “COMMERCIAL BID FOR

DEVELOPMENT OF URBAN STREET INFRASTRUCTURE FOR ISB ROAD

FROM DLF CIRCLE TO VARUN MOTORS, HYDERABAD ON PPP MODE

UNDER IALA NANAKRAMGUDA” and placed inside the Outer Envelope.

6.5 COMMON INSTRUCTIONS

6.5.1 All the inner envelopes shall indicate the name and address of the Bidder to

enable the Bid to be returned unopened in case it is declared “late” or “non

responsive” or “non-qualified”, as the case may be.

6.5.2 If the Outer Envelope is not sealed and marked as above, TSIIC/ Project advisors

will not assume any responsibility for the misplacement or premature opening of

the bid. If the Outer Envelope discloses the Bidder’s identity, TSIIC/Project

Advisors will not guarantee the anonymity of the bid submission, but this shall

not constitute grounds for rejection of the Bid.

6.5.3 The Bid must be received by TSIIC no later than the date specified in the

‘Schedule of Bidding Process’ at the address mentioned above in the RFP.

6.6 SIGNING OF BID

The Authorized Signatory shall sign or initial each page of the Bid documents along with

the stamp of the bidding firm/Lead Member and return the same. They should also sign

& stamp each page of the RFP (including the Draft Concession Agreement) issued &

return the same along with bid to TSIIC.

6.7 LATE BIDS



45

The Bid received after the deadline for its submission will not be considered and will be

returned unopened to the Bidder. It is the Bidder’s responsibility to ensure that the Bids

are received at TSIIC office before the Due Date and Time.

6.8 NO MODIFICATION OR NO WITHDRAWAL OF BIDS

The Bidders are neither allowed to make any modifications to the Bid submitted nor

withdraw the Bid at any point of time after submission.

6.9 LANGUAGE OF THE PROPOSAL

The Proposal and related documents to the Proposal and all correspondence exchanged

between Bidder(s) and TSIIC shall be written in English. Supporting documents and

printed literature furnished by the Bidder(s) in another language shall be accompanied

with accurate translation of the relevant passages in English language. Supporting

materials, which are not translated into English, will not be considered. For the purpose

of interpretation and evaluation of the proposal, the English language translation shall

prevail.

6.10 CURRENCY OF PROPOSAL AND PAYMENT

The currency for the purpose of this RFP shall be Indian Rupees.



46

7.0 BID OPENING AND EVALUATION

7.1 BID OPENING

7.1.1 The Outer Envelopes of the Bids will be opened in the presence of the Bidders’

designated representatives who choose to attend, at the time, date, and location

given below:

Location Office of the Chief Engineer, TSIIC office, Parishrama BHavan,

Basheerbagh, Hyderabad

Date As specified in the RFP-Bid Summary / Schedule of Bidding

Process

Time 3: 00 PM

7.1.2 The Envelope I (Technical Bids) of the Bids of the Bidders who have satisfactorily

submitted the documents in the Outer Envelope will also be opened, subsequent

to the Outer Envelope Opening.

7.1.3 The Commercial Bids of the Bidders who qualify in the evaluation of Technical

Bids only would be opened. The Commercial Bids shall be opened in the presence

of the representatives of the technically qualified Bidders, who choose to attend.

Technically qualified Bidders will be informed regarding the venue, date and time

of the Commercial Bids opening, separately.

7.2 PROCESS TO BE CONFIDENTIAL

7.2.1 Information relating to the examination, clarification, evaluation and comparison

of Bids and recommendations for the award of a contract shall not be disclosed

to the Bidders or any other persons who are not officially concerned with such

process or is not a retained professional advisor advising TSIIC in relation to, or

matters arising out of, or concerning the Bidding process. TSIIC will treat all

information, submitted as part of the Bid, in confidence and will require all those

who have access to such material to treat the same in confidence. TSIIC 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 to enforce or assert any

right or privilege of the statutory entity and/ or TSIIC or as may be required by

law or in connection with any legal process.

7.3 CLARIFICATION OF BIDS

7.3.1 To assist in the examination, evaluation, and comparison of Bids, TSIIC/ Project

Advisors may, at its discretion, ask any Bidder for information/ clarification/

substantiation.



47

7.3.2 In addition, TSIIC may utilize services of any other consultants/advisors/ experts

to assist in the examination, evaluation and comparison of Bids.

7.3.3 However, clarifications if any required from Bidder, shall be in written form and

will be communicated to Bidder by TSIIC/ Project Advisors. No change in the

commercial terms or substance of the Bid shall be sought, offered or permitted

except as required to confirm the correction of arithmetical errors discovered by

TSIIC in the evaluation of the Bids in terms of this RFP.

7.3.4 Subject to Sub Clause 7.3.1, 7.3.2 and 7.3.3, no Bidders shall contact TSIIC on

any matter relating to its Bid from the time of Bid opening till the time the

Concession Agreement is awarded. Any effort by the Bidder to influence TSIIC in

Bid evaluation, Bid comparison or contract award decisions may result in the

rejection of its Bid.

7.4 EVALUATION OF BIDS

The Bid received will be evaluated based on the Bid Eligibility criteria specified in the

RFP

7.4.1 Evaluation of Technical Bid

a. Process: TSIIC may constitute a Committee for the purpose of Bid Evaluation.

The submissions of the Technical Bid would be evaluated to check its substantial

compliance with the stipulated requirements such as minimum bid Eligibility and

other mandatory requirements as indicated in the “Bid Summary”. If the

submission is not in substantial compliance or not in the prescribed format, the

submission will be rejected and the Bidder will be eliminated from further

evaluation process. The right to determine the ‘substantial compliance’ or

otherwise will rest solely with TSIIC/ Committee and no correspondence and/or

representation towards this will be entertained. A Technical Bid that is in

substantial compliance is one that is accompanied by the required documents in

the prescribed format that conforms to the requirements (Including Bid Eligibility

and other mandatory requirement detailed in the Bid summary) without material

deviation or reservation (i.e. which affects in any substantial way the scope,

obligations, quality, specifications, standards, rules, controls and performance of

the Project).

b. Cause for Rejection: The required information shall be provided in “reasonable

detail” and in the prescribed formats. For purposes here, ‘reasonable detail’

means that, the submissions in the Technical Bid generally meet the

requirements and if need be, by having communication with the Bidder, the same

can be clarified. The determination of whether the information has been provided

in ‘reasonable detail’ rests solely with TSIIC/ Committee.



48

c. TSIIC/ Committee may discuss, request clarifications/ substantiation/additional

information and require meeting with the Bidders or presentation by the Bidders

on their Technical Bids. The Bidder shall provide clarifications/

substantiation/additional information, as requested within a period of one week.

d. The evaluation of the Technical Bid is summarised as below:

S.No Criteria Result

1 a) Meets the Minimum Bid Eligibility Criteria and other mandatory

requirements as indicated in the Bid Summary of this RFP

b) Undertaking to complete the MDOs and agree to design,

develop, finance, Operate and Maintain the project as per the

RFP conditions during the Concession Period (Technical

Compliance of the RFP as per the format -Appendix B)

Yes/ No

e. If the answer to the ‘Result’ is ‘No’ the Bid shall be non- qualifying and hence

would not be taken up for opening and evaluation of the Commercial Bid. If

answer to the ‘Result’ is ‘Yes’ then the Commercial Bid of the Bidder will be

opened and evaluated.

7.4.2 Evaluation of Commercial Bids

a. Process: If the submission is in substantial compliance with the Technical Bid,

then, the review and evaluation of the Commercial Bid would be undertaken. If

the submission does not satisfy the criteria, the submission will be rejected and

the Bidder will be eliminated from further evaluation process.

b. Requirements for Substantial Compliance: Prior to the detailed evaluation of the

Commercial Bid, it would be determined whether each Bid:

i. Has been properly signed and contains the required representations or

commitments;

ii. Is presented in a manner that conforms with the requirements of the RFP

including the specified format;

c. Material Deviation: A material deviation or reservation is one

i. Which affects in any substantial way the requirements of the RFP and

performance of the Project; or

ii. Which is substantially inconsistent with the requirements of the RFP. This limits in

any substantial way, TSIIC’s rights or the Bidder’s obligation under the


iii. Whose rectification would affect unfairly the competitive provision of other

bidders presenting substantially responsive Bids.

d. Evaluation: For evaluation of the Commercial Bid, the Lowest Concession

Period quoted by the Bidder will be taken into consideration. The sole



49

criteria for evaluation of the Commercial Bid is the Lowest

Concession Period quoted in the prescribed format (Appendix C).

7.5 CORRECTION OF ERRORS

Bid determined to be substantially responsive will be checked for any arithmetic errors.

Wherever there is conflict between the amounts in figures and in words, the amount

stated in words will be taken as correct; and

a. The corrections made by TSIIC/ Committee, as explained above, shall be

considered as binding upon the Bidder.

b. If the Bidder does not accept the corrections in the Bid, the Bid may be summarily

rejected and Bid Security may be forfeited.

7.6 PREFERRED BIDDER

As per the evaluation of the Commercial Bids, the Bidder, who quotes the Lowest

Concession Period for the project, will be the “Preferred Bidder”.

7.7 SPECIAL CONDITION FOR SELECTION OF PREFERRED BIDDER

In the event that two or more Bidder(s) bids are determined to have the same Lowest

Concession Period quotes (the “Tie Bidders”), the Authority shall identify the Lowest

bidder by draw of lots, which shall be conducted, with prior notice, in the presence of

the Tie Bidders who choose to attend.

7.8 WITH DRAWAL/ NON SELECTION OF PREFERRED BIDDER

In the event that the Lowest (Preferred) Bidder (L1) withdraws or is not selected for any

reason in the first instance (the “first round of bidding”), the Authority may invite the

remaining Bidders to revalidate or extend their respective Bid Security, as necessary,

and match the Bid of the aforesaid Lowest Bidder (the “second round of bidding”). If

in the second round of bidding, only one Bidder matches the Lowest Bidder, it shall be

the Preferred Bidder. If two or more Bidders match the said Lowest Bidder in the second

round of bidding, then the Bidder whose Bid was lower as compared to other Bidder(s)

in the first round of bidding shall be the Selected Bidder. For example, if the third and

fourth Lowest Bidders in the first round of bidding offer to match the said Lowest Bidder

in the second round of bidding, then the said third Lowest Bidder shall be the Preferred

Bidder.

7.9 CONFIDENTIALITY

The confidentiality of the Technical Bid of each Bidder will be respected by TSIIC/Project

Advisors and will not be divulged unless required by operation of law. The contents of



50

the Technical Bids and any other non-proprietary information, of the Preferred Bidder

may be made public at the sole discretion of TSIIC.



51

8.0 AWARD OF PROJECT/ SIGNING OF CONCESSION AGREEMENT

8.1 TSIIC’S RIGHT TO REJECT ANY OR ALL BIDS

TSIIC reserves the right to accept or reject any Bid, and to annul the bidding process

and reject all bids, at any time prior to the award of Concession, without thereby

incurring any liability to the affected Bidder or Bidders and /or any obligation to inform

the affected Bidder or Bidders of the grounds for its action.

8.2 ISSUE OF LOI AFTER EVALUATION OF THE BIDS AND APPROVAL OF

TSIIC

Upon completion of the Bid evaluation process, acceptance of the Bid and intention of

award of the Project/ Concession would be conveyed by TSIIC to the Preferred Bidder,

who satisfies all other compliance requirements. The Letter of Intent (LoI) would be

issued by TSIIC to the Preferred Bidder by fax or e-mail confirmed by a letter.

8.3 FULFILMENT OF LOI CONDITIONS

The Preferred Bidder needs to fulfil the following LoI conditions that are pre-conditions

for agreement signing.

8.3.1 Submission of Construction Performance Security as specified in the Bid

Summary of the RFP within 30 days from the date of issue of LoI

8.3.2 Payment of Rs. 20,00,000/- (Rupees Twenty Lakhs only) as Demand Draft

towards Non-refundable and irrevocable Project Development Fee for the Project

within 30 days from the date of issue of LoI

8.3.3 If the Preferred Bidder fails to fulfil the above conditions within the stipulated

period, TSIIC will have a right to reject the Bid by forfeiting the Bid Security of

the Preferred Bidder and consider the offer to other Bidders as per the clause 7.8

of Volume I of this RFP. The decision of TSIIC in this regard is final and binding.

8.4 SIGNING OF CONCESSION AGREEMENT

8.4.1 The Preferred Bidder shall sign the Concession Agreement with TSIIC within 30

days of issue of LoI upon fulfilling the requirements mentioned as above.

8.4.2 If the Preferred Bidder fails to sign the Concession Agreement with TSIIC, the Bid

Security of the Preferred Bidder shall be liable to be forfeited. In that event,

TSIIC shall have right to award the Project to other Bidder as per clause 7.8,

Volume I of this RFP and sign the Concession Agreement accordingly.

8.4.3 TSIIC shall release the Bid Security to the Preferred Bidder only upon signing of

the Concession Agreement with TSIIC or TSIIC may consider adjustment of the

same towards any payments to be made by the Preferred Bidder as a pre

condition for signing of the Concession Agreement.

8.5 Miscellaneous



52

8.5.1 The Bidding Process and this RFP shall be governed by, and construed in

accordance with, the laws of India and the Courts at Hyderabad shall have

exclusive jurisdiction over all disputes arising under, pursuant to and/ or in

connection with the Bidding Process.

8.5.2 TSIIC, 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) retain any information and/ or evidence submitted to TSIIC by, on behalf

of, and/ or in relation to any Bidder;

(d) 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;

(e) supplement/ modify/ amend/ alter the terms of the grant of Concession

pursuant to this RFP, or the technical/ financial or any other parameter for

selection or evaluation of the Bidders or any terms and conditions of this RFP.

8.5.3 In order to afford the Bidders a reasonable time for taking an Addendum /

supplement / modification etc. into account, or for any other reason, TSIIC may, at

its own discretion, extend the Due Date and time of Bid submission.

8.5.4 It shall be deemed that by submitting the Bid, the Bidder agrees and releases

TSIIC its employees, agents, officers, consultants 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.

8.5.5 The Bidding documents are to be taken as mutually explanatory, unless otherwise

expressly provided elsewhere in this RFP.

VOLUME II

DEVELOPMENT CONTROLS

AND

TECHNICAL SPECIFICATIONS


Request For Proposal - Volume III: Formats for Bid Submission February 2019

2

TABLE OF CONTENTS

1. DEVELOPMENT BRIEF ........................................................................... 3

1.1 Scope of Work .......................................................................................... 4

1.2 Project Area & Location ............................................................................. 5

2. DEVELOPMENT CONTROLS ................................................................... 5

3. PROJECT COMPONENTS ....................................................................... 6

3.1 Proposed Project Components ................................................................... 7

3.2 Minimum Development Obligations/ Essential Facilities ............................... 7

4. TECHNICAL SPECIFICATIONS AND STANDARDS ............................. 14

4.1 Preamble................................................................................................ 14

4.2 Site Development Related Specifications .................................................. 15

4.3 Specifications And Standards Of Project Components/ Facilities ................. 15

4.4 Services: Electrical, Drainage and Solid Waste Management ...................... 19

4.5 Fire fighting Facilities .............................................................................. 19

4.6 Provisions for Differently Abled Persons ................................................... 20

4.7 Supporting Facilities and Amenities .......................................................... 20

4.8 Other Standards ..................................................................................... 20

5. MAINTENANCE AND PERFORMANCE STANDARDS ........................... 22

5.1 Preamble................................................................................................ 22

5.2 General .................................................................................................. 22

5.3 Maintenance Works ................................................................................ 22

5.4 Equipment Maintenance .......................................................................... 22

5.5 Performance Standards: Intent ................................................................ 23

5.6 Maintenance Performance Standards ....................................................... 24

5.7 Performance Standards for Operation ...................................................... 25

6. CLEARANCES AND SANCTIONS .......................................................... 26



3

1. DEVELOPMENT BRIEF

The responsibility of the successful Bidder shall include all activities that are required to

be undertaken, in order to confirm with the Minimum Development Obligations, Use

Allocation provided in this section of RFP. The proposed project facilities would need to be

planned, designed, developed, operated and maintained by the Selected Developer (only

after the prior approval of TSIIC) in accordance with the Specifications, Standards, Design

Guidelines and ‘Maintenance & Performance Standards’ provided in this section of RFP

and as highlighted in table below.

Table 1: Applicable Regulations / Guidelines

S.

No.

Description of

Parameter

Applicable Standards Remarks

1. Development

Controls and

Regulations

IRC: 103-2012 - Guidelines

for pedestrian facilities

Hyderabad Revised Common

Building Rules, 2006 issued

vide G.O. 86 Dt. 03.03.2006.

National Highway Authority

of India (NHAI) regulations

Any other regulations issued

by any other Statutory

Authorities applicable within

the jurisdiction of TSIIC IALA

Cyberabad & IALA

Gachibowli, Hyderabad.

Any other applicable

regulations/stipulations,

of any other statutory

authorities applicable.

2. Spatial planning

and architectural

design guidelines

Urban Development Plans

Formulation & Implementation

guidelines (UDPFI) and Time

Saver Standards.

Specifications, guidelines

stipulated in this section of

RFP




authorities.

3. Facilities for

Persons with

Different Abilities

Persons with Disabilities Act,

2010 with subsequent

amendments and ‘UN






4

S.

No.

Description of

Parameter

Applicable Standards Remarks

(Differently Abled

Persons)

Convention for Rights of Persons

with Disabilities (UNCRPD).

authorities.

4. Alternative/ non

conventional

materials/

technologies,

sustainable

buildings, energy

conservation, etc.

‘Environmental Building

Guidelines’ of HMDA and Indian

Green Building Council (IGBC)


regulations/stipulations of

any other statutory

authorities.

5. All Pavements

and Signage

Indian Road Congress (IRC) &

Ministry of Road Transport and

Highways (MORTH)

specifications.




authorities.

6. Project

construction

including

structures,

utilities,

infrastructure

facilities, etc.

National Building Council (NBC)

regulations and as per Bureau of

Indian Standards (BIS).




authorities.

7. Fire Protection

and Detection

Services.

National Fire Protection Authority

(NFPA) regulations.




authorities.

8. Performance

Standards

ISO 9001: 2008 Any other applicable



authorities.

1.1 SCOPE OF WORK

The scope of work includes but not limited to;



5

a. Design, Finance, Construct, Operate and Maintain the project facilities including

ancillary/support infrastructure as per technical specifications provided in the

document

b. Meet the requirements laid down by the Competent Authority

1.2 PROJECT AREA & LOCATION

The Project site, ISB Road (Stretch from DLF Circle to Varun Motors) is part of

Nanakramguda, Financial district area, Hyderabad. The project stretch is approximately

3.44 km long with 36 m wide Right of Way (RoW) with four-lane divided carriageway

connecting Gachibowli junction on one end and Varun Motor on the other end. This 3.5

km road stretch is a prime connectivity for the institutions like internationally renowned

business school (Indian School of Business), Pullela Gopichand Academy and World’s

renowned organizations like Microsoft, Infosys, Virtusa, Wipro etc. ISB Road is also the

main access road for Boulder Hills and Hill Ridge gated residential township (housing

more than 1000 families). This road further leads to core of Financial District that houses

large MNCs and gated communities and Q City (Multi Tenanted IT Park) and further to

Outer Ring Road (ORR). ISB road is the major link between Hi-tech City, Gachibowli and

Financial District.

2. DEVELOPMENT CONTROLS

The subject project location i.e., L.H.S of ISB road from DLF Circle to Varun Motors (via

Wipro circle) is located in TSIIC IALA/s and falls within jurisdiction of the Hyderabad

Metropolitan Development Authority (HMDA).



6

All the Applicable Development Controls and Regulations for development of the project

shall be as per the Hyderabad Metropolitan Development Plan 2031 and Hyderabad

‘Revised Common Building Rules, 2006’ issued vide G.O Ms. No 86 dated 03/03/2006 and

the amendments thereof. The Hyderabad Revised Common Building Rules, 2006 are

available at www.hmda.gov.in for reference.

The selected Developer shall ensure that the Project design and development is compliant

with ‘National Highway Authority of India (NHAI)’ regulations. The project components

like pavements, signage, etc. shall be as per MORTH (Ministry of Roads, Transport and

Highways) specifications. The Public Amenities Centres & structure shall adhere to the

standards/ regulations of National Building Construction Code (NBCC) and BIS. Norms

regarding Fire protection and detection as stipulated by National Fire Protection Authority

(NFPA) shall be considered in the design and construction of project facilities as may be

necessary. The projects shall provide safe and eased access to the project facilities for the

‘Persons with different abilities’ and shall be as per “Persons with Disabilities Act, 2010”

with subsequent amendments and ‘UN Convention for Rights of Persons with Disabilities

(UNCRPD). Overall, the performance of the project facilities shall comply/ satisfy as per

ISO 9001:2008 standards.

The selected Developer shall also confirm to any other applicable stipulations and

guidelines issued by any other statutory authorities. The developer may consider

employing solar energy to meet part of the power requirements of the project facilities

like landscape lighting & lighting of the advertisements, etc.

3. PROJECT COMPONENTS

a. TSIIC envisages creation of state-of-the-art Urban Street Infrastructure for ISB Road

from DLF circle to Varun Motor, Hyderabad with an stretch of 3.50 Km and varying

width of maximum 4.5 meters. In this regard, TSIIC intends to select the developer

for undertaking the project. The selected developer is expected to Design, Finance,

Construct, Operate and Maintain the Project Facility.

b. The developer shall prefer to adopt eco-friendly practices in designing and operation

of the project. The developer may explore mechanism for renewable energy

generation (like solar panels) which can be utilised for operation of project facilities

and allied facilities that would make the facility self-sustainable and also result in

reduced operational expenditure.

c. The developer shall design, develop other optional facilities (only upon prior

approval of TSIIC Limited) defined in this RFP to recover the capital expenditure

http://www.hmda.gov.in/



7

during the quoted Authorization period.

3.1 PROPOSED PROJECT COMPONENTS

The selected developer shall undertake the project’s Development, Implementation,

Operation and Maintenance strictly in accordance with the following minimum

specifications and as per the terms and conditions stipulated in this RFP.

3.1.1 Pedestrian Walkway with illumination

3.1.2 Cycle track with side railings and parking docks

3.1.3 Themed Landscape & Vertical garden

3.1.4 Public Amenities Centres with parking facilities

3.1.5 Digital Signage and Waste Collection Bins

3.1.6 Other Optional Facilities such as food courts, Advertisement hoardings.

3.2 MINIMUM DEVELOPMENT OBLIGATIONS/ ESSENTIAL FACILITIES

An Urban Street Infrastructure for ISB road shall be planned, designed, developed /

constructed and operationalised by the Selected Developer within Six month from the

date of signing the Concession Agreement in accordance with the RFP stipulations.

3.2.1 Pedestrian walkway with illumination

Minimum clear walking width of 1.80 meters and length of 3.50 Km on L.H.S side of

the ISB road (i.e., towards IDBI, Infosys, Wipro side)


Tactile pavers (width of 300 mm) – Guiding the pedestrians with vision impairment

Pedestrian walkway shall be raised 150mm from the proposed adjoining cycle track

Illumination along the entire walkway at 10 m intervals with ornamental street

lighting and its associated fixtures

3.2.2 Cycle track with side railings

Minimum clear cycle riding track width of 2.0 meters and length of 3.50 Km on

L.H.S side of the ISB road


Side railing over the kerb placed near the main carriageway along 3.50 Km, subject

to the entrance gates to the existing property holders.

Develop at least 3 cycle parking docks each with a capacity of at least 10 cycles as

approved by TSIIC and also procure at least 25 (no) of bicycles



8

3.2.3 Themed landscape

Beautification of street with thematic plantation (shrubs/plants) wherever

applicable

Lawn development including ornamental / flowering shrubs between the property

line & proposed pedestrian walkway all along the stretch on LHS

Procurement of at least 75 no. of planter boxes for flowering plants preferable

ornamental / shrubs.


3.2.4 Vertical Garden

Vertical garden with creepers and ornamental species with minimum height of 3m

and minimum stretch of 510 meters from chainage 1670 to 2180

3.2.5 Public Amenities Centre

Develop maximum of four (04) nos. of Public Amenities centers (Only on the L.H.S

of ISB road) each of an area not exceeding 500 sq ft and width of maximum 2.5 m

Each Public Amenities Center shall comprise of atleast one toilet facility, Mobile

charging points, seating benches and other permitted optional facilities

These Amenities are to be developed only at the locations specified below:





Develop Diagonal parking facilities with a capacity of at least five (05) ECS

(Equivalent Car Space) adjacent to each of the development Public Amenities

Centers.

3.2.6 Signage and Waste collection Bins

Procurement of at least fifty (50) no. of Solid waste management bins

(Segregated bins – Plastic, Paper & Cans) and

Procurement of at least five (05) digital directional signage boards

3.2.7 Providing street furniture at regular or necessary intervals to the Pedestrian,

physical challenged people and cyclist

3.2.8 Optional Facilities



9

Optional facilities shall mean the commercial facilities like Advertisements space, Food

courts, ATMs/ Kiosks as approved by TSIIC. However, the details of such optional

facilities are indicated below;




Gantry Arch (Backlit system) 30 X 10 05

Central Median (Backlit system) 3 X 5 50


Boards on Public Amenities Centre

(Backlit system)

6 X 4 04


Commercial food courts/ snack bar /

ATM / kiosks etc.

500 sq ft each including

toilets

4

**The tentative locations of the Public Amenities are earmarked in the map enclosed as Annexure-1, however, the Selected Bidder may erect advertisement facilities (as per the permitted numbers and sized mentioned in herein above) along the project stretch i.e. L.H.S and Central Median of the ISB Road, without causing any disturbance to the abutting properties. These advertisement locations are to be specified in the conceptual plans & DPR and duly approved by the Authority.

3.2.9 Special Conditions for Developer:

a) The Concessionaire shall prepare at least three (03) conceptual plans / designs (with

3D views) of the project for the entire stretch of 3.50 Km, the design shall be

modern, innovative, creative and attractive. The conceptual plan shall clearly

indicate the location and design of the advertisement Hoarding especially the

Unipoles and Public Amenities centre. The design should be such that it doesn’t

affect the free, smooth and safe movement of the traffic. Further, the Bidder shall

consider the existing manhole covers present over the utilities duct during designing

the conceptual plans. Accordingly, the conceptual plans / designs shall ensure that

the said manholes shall be operational and intact with the proposed development.

b) Based on the designs & views submitted by the Concessionaire, TSIIC shall approve

anyone of such designs and the Concessionaire may commence implementation of

such approved design.



10

c) The Concessionaire shall provide or arrange at its own cost (during the Concession

Period) the required facilities such as power, electricity, solid waste disposal and any

other associate facilities required from time to time in respect of the construction,

operation and maintenance of the Project/Project facilities and be in compliance to

the requirements relating thereto under the Applicable Laws, terms of Applicable

Permits and Good Industry Practice. However, TSIIC will extend their support in

submitting the required requisite to the concern authorities.

The selected Developer shall consider the following four (04) types of road sections at various intervals, depending on the available RoW, site condition and other specific reasons. A: Type 1

This is a typical road section and plan possible in the stretches where maximum width of shoulder is available with clear RoW. The components that run all along these type of road stretch are represented in the figure below:



11

Cross Section - Type 1

This type of section is feasible from the DLF circle till Infosys Campus (Chainage 0 – 960), From Infosys Campus till Boulder Hills (Chainage 1280 – 1680) and From Mantri Cosmos to Varun Motors (Chainage 2670 to 3440).

B. Type 2

This is a typical road section and plan possible in the stretches where surface is entirely concrete and landscaping is proposed to be developed in the form of Parklets. Only 300 m stretch near Infosys campus is feasible for this type. Typical section along Infosys Campus boundary:



12


C. Type 3

This is a typical road section and plan possible in the stretches where the property boundary is rocky and the surface is concrete. A vertical Garden fence is recommended in this scenarios. Only 510 m stretch along Boulder Hills boundary is feasible for this type.



13


D. Type 4

This is a typical road section and plan possible in the stretches where there is no enough space for the Pedestrians and Bicycle tracks. In such cases, it is recommended to lay a “Shared Pathway” for Pedestrians and Bicycles and demerge once the clear RoW is available. Only 170 m stretch between Wipro junction and Mantri Celestra along the Wipro Lake is feasible for this type. Since there is only an existing 2m width footpath is available, a shared pathway is proposed along the lake.



14


4. TECHNICAL SPECIFICATIONS AND STANDARDS

4.1 PREAMBLE

The Technical Specifications contained herein shall be read in conjunction with the other Bidding Documents as specified.

In addition to the Development Controls covered in the previous Part, the Specifications and Standards as defined in the Authorisation Agreement cover the Technical Specifications and Guidelines for various essential components of project. The following specifications and standards cover only some of the minimum requirements for the development of project facilities. The Developer shall construct, operate, maintain and manage the proposed project facilities strictly confirming to the relevant Indian standards, Bureau of Indian Standards (BIS), the best industry practices, and internationally acceptable norms for street furniture. Whether the requirements are explicitly stated or not in the RFP documents, the Developers must note that TSIIC



15

envisages a world class facility in all respects and expects international quality and standards from the selected Developer, as the binding contractual obligation. This part of the volume covers the Technical Specifications and Maintenance and Performance Standards, comprising:

a. Site Development Related Specifications

b. Civil and Structural Specifications

c. Design Specifications and Standards

d. Services: Electrical, Drainage and Solid Waste Management

e. Other relevant Standards

4.2 SITE DEVELOPMENT RELATED SPECIFICATIONS

ESSENTIAL AND OPTIONAL FACILITIES

a. All the project components/ facilities shall be as per the design approved by TSIIC Limited.

b. The designs, locations and numbers of the other optional facilities, shall be as approved by TSIIC Limited only.

c. The Developer shall follow the recommended practices for road signs as per IRC 67:2001 and for pedestrian facilities as per IRC 103:1988.

4.3 SPECIFICATIONS AND STANDARDS OF PROJECT COMPONENTS/ FACILITIES

All design standards and specifications apart from serving the needs of the general public/ pedestrians should confirm to the requirements of the physically disabled/ differently-abled persons. Specific design specifications are as follows.

Pedestrian Walkway

The Concessionaire shall construct the Pedestrian walkway with rigid pavement IRC: 58 (2002) for heavy traffic conditions as per MORTH regulations over the existing utilities duct.

Cycle track with side railing

The Concessionaire shall install Guard Railing with Mild Steel (MS) or any other material (as approved by TSIIC) to ensure the safe passage of Cyclers or users. For every 150 meters, gap-in- rail with a length of 1.5 meter shall be placed for pedestrian



16

to cross the road. Signage shall erected at the Gap-in-Railing. MS shall be in accordance with the IS: 1161 (2014)

The Minimum specification for the cycle are

Unisex steel frame Lowered geometry for making it easy to get on/off the cycle

Minimum weight 14.1 kg per each cycle

Rigid steel fork (1-1/8 threaded pivot)

Plastic brake levers & Steel front/rear V-brake callipers.

Semi-raised handlebar (620 mm) Height-adjustable stem, 70 mm long 1-1/8" headset Stem

Steel welded seat post for added security. Collar clamp diameter = 32 mm; seat post diameter = 28.6 mm.

Anodised black single-walled aluminium rims with a 28" diameter. 32-spoke wheels in front and rear.

Hybrid versatile tyres for road and trails with a minimum dimensions: 700 x 1.50 mm

Public Amenities Centre

a. The basic structure shall be made of Structural Steel and designed for all Dead

and Live loads (400 kg/ sq.m), Wind Pressures (44m/sec in accordance with IS:

875, Part -3 of 2014) and seismic forces (seismic zone II standards in accordance

with IS:1893-2014 part-1 of 2014), etc. and shall be in accordance with the latest

Indian Standard Codes.

b. Steel structures shall be designed in accordance with the provisions of IS

800:1984. Structural steel shall confirm to IS 2062:2006. Tubular sections

shall confirm to IS- 4923. Structural joints shall conform to IS 4000:1992.

c. The construction of Public Amenities shall be governed by the rules provided in the

‘Revised Common Building Rules issued vide G.O. No. 86 dt. 03.03.2006 and

amendments thereon. On the points where such rules are silent and stipulate no

conditions or norms, National Building Code (NBC) of India published by the

Bureau of Indian Standards shall be followed.

d. All materials to be used for the construction shall confirm to the specifications and

standards laid down in Part V of National Building Code on building material and



17

Part VII of National Building Code on construction practices and safety, latest

edition as prevalent at the time of execution of work.

e. RCC components shall be designed as per IS 456: 2000 and other relevant codes.

f. Developers are advised to carry out their own investigations related to soil

condition, strata, bearing capacity and other characteristics of the project

locations.

g. Adequate surface drainage arrangement shall be made so that surface water does

not enter to the main carriageway of the ISB road.

h. The facade / elevation of the public Amenities shall be clearly visible.

Parking Lot

The Parking lot shall be developed adjacent to the Public Amenities Centre shall be covered with a roof of semitransparent UV protected multi UV polycarbonate sheets with following min. specifications and appropriate drainage system.

a. Thickness – 4mm, Grade - 4/10, Ug Value in W/M2 K – 2; Physical, Mechanical and Thermal properties as per relevant ISO standards.

The parking lot shall have a minimum capacity of 5 ECS and shall be preferably in diagonal manner duly ensuring zero traffic conflicts.

Lighting

Illumination along the walkway: LED Lighting shall be designed, procured and installed by the developer to provide aesthetics & lighting along with pedestrian walkway. These lights shall be fixed to the decorative pole or plate duly confirming to IP55 & IP66 and IS 7537 of BIS or equivalent with minimum 10 watts. Lighting near the Landscape: LED Lighting shall be designed, procured and installed by the developer to provide aesthetics & lighting near the landscape and pedestrian walkway. These lights shall be fixed to the decorative pole or plate duly confirming to IP55 & IP66 and IS 7537 of BIS or equivalent. Public Amenities Centre: Lighting shall be designed, procured and installed by the developer to provide adequate vision, comfort and safety within the allotted area including the parking lot. It shall be designed to provide uniform lighting



18

throughout the facility with no dark patches or pockets and shall confirm to IS 7537(Part 0/Sec 0):1974 of BIS or equivalent.

Advertisement and Commercial Space

i. All the Advertisement hoardings shall conform to the Structure standards in

accordance with the IS:800 (2007), Wind Pressures (44m/sec in accordance with

IS: 875, Part -3 of 2014) and seismic forces (seismic zone II standards in

accordance with IS:1893-2014 part-1 of 2014) and shall be in accordance with

the latest Indian Standard Codes. Further, more details with respect each type of

advertisement hoarding including the dimensions are detailed below;

S. No Type of

Advertisement

Hoarding & Nos.

Dimension Other details

A

Gantry Arches – 05

Nos.

Display of

Advertisement back-lit

type is permitted.

30 feets X 10

feets

Landings of the Arch

One side: on the central median

Other side: On the proposed

landscape portion after pedestrian

walkway & Cycle track.

Vertical clearance: The Vertical

clear height of Six (06) meters

from Finished Surface Level (FSL)

of the Road to the bottom of Arch.

B Unipoles – 04 Nos.

(Frontlit)

40 Feets X 40

Feets

Unipoles are allowed to design,

construct only within the project

area (L.H.S of the ISB road) and

the designated locations defined.

Vertical clearance: The Vertical

clear height of 40 feets from the

Finished Surface Level (FSL) of the

Road to the bottom of the Unipole

Advertisement hoarding.

C

Central Median Boards

– 50 Nos.

Display of

Advertisement with

back-lit type is

permitted.

03 Feets X 05

Feets

These advertisement lollipops are

to be placed in the existing central

median. Further, a clear distance

of 50 meters between each

lollipop shall be maintained.

Further, LED strip lighting needs

to be utilized for the illumination.



19

D

Toilets – 04 Nos.

Display of

Advertisement with

back-lit type is

permitted.

06 Feets X 04

Feets

At least one Bio toilet shall be

designed and developed within 01

Km along the project area.

ii. The Concessionaire shall not display or exhibit any picture, poster, statue or

other articles in any part of the premises that are repugnant to the general

standards of morality. The Concessionaire expressly agrees that the decision of

the TSIIC Limited in this regard shall be conclusive and binding on the

Concessionaire.

Waste Collection Bins

The dustbins shall be of min. 450mm (l) x 450mm (b) x 750mm (h) dimensions with automatic lids (operable with legs) and painted and complete in all respects or as approved by TSIIC.

4.4 SERVICES: ELECTRICAL, DRAINAGE AND SOLID WASTE MANAGEMENT

a. The planning, design and execution of electrical installation in all the project facilities shall be carried out in accordance with Part VIII-Building Services (Section 2-Electric Installations, of National Building Code (NBC) of India) prepared by BIS and as prevalent at the time of execution of the works, as the case may be.

b. The planning, design, construction, and installation of drainage system for the landscape facilities shall be in accordance with the Part IX (Section 1-Plumbing Services, Section 2-Plumbing and Sanitation as the case may be) of NBC of India prepared by BIS and as prevalent at the time of execution of the work. The drain pipe may be connected to the existing storm water drain (if any).

c. Solid Waste Collection and Disposal System shall be in place. Developer shall provide at least thirty of dustbins in the project area.

d. The Concessionaire shall provide or arrange at its cost during the Authorisation Period power, electricity, solid waste disposal and other facilities required from time to time in respect of the construction, operation and maintenance of the Project/Project Facilities and be in compliance to the requirements relating thereto under the Applicable Laws, terms of Applicable Permits and Good Industry Practice.

4.5 FIRE FIGHTING FACILITIES

a. Public Amenities Centre: The Developer shall provide required fire fighting

equipment and facilities including fire hydrants, fire proof doors etc. confirming

to the relevant standards and the applicable rules and regulations. For Fire



20

Protection and Fire Safety requirements, the Developer is required to follow the

guidelines as provided in National Fire Protection Authority (NFPA) regulations.

b. The materials used for the Public Amenities centre, flooring, roofing etc, should

be fire resistant.

4.6 PROVISIONS FOR DIFFERENTLY ABLED PERSONS

The Developer shall provide all the necessary facilities to the entry/ exit,

movement, alighting and boarding of Persons with Different Abilities. The facilities

for Differently Abled Persons shall be provided by the Developer as per the norms

provided in ‘Part III of National Building Code (NBC) - Appendix E’ and shall

conform to Persons with Disabilities Act, 2010 with subsequent amendments and

‘UN Convention for Rights of Persons with Disabilities (UNCRPD) and any other

applicable regulations of any statutory authorities.

4.7 SUPPORTING FACILITIES AND AMENITIES

The developer shall provide all the necessary supporting facilities and amenities

confirming to the development controls and meeting the relevant Indian and

International standards.

4.8 OTHER STANDARDS

a. The developer shall take such measures and exercise to protect the site during the course of the works as directed by and to the entire satisfaction of the Independent Engineer/ TSIIC.

b. The Developer shall submit a programme supported with Bar Chart for construction of project/s in a phased manner so as to cause least inconvenience to the public. The construction and erection work shall be carried out during night hours/restricted hours keeping in view the safety of pedestrians/traffic. The Developer should give their complete program for different stages of execution including planning, designing, fabrication and erection etc.

c. During the construction period, the developer shall make suitable arrangements to co-ordinate with the Independent Engineer and provide all necessary information so as to allow the Independent Engineer to monitor the progress and quality of construction in line with the role of the Independent Engineer as provided in the Authorisation Agreement.

d. The developer shall provide all equipment and materials necessary to provide the Services

e. The installed facility and equipment shall be inspected, checked and tested to verify that it is correct, complies with specification and has been installed in accordance with design drawings.



21

f. The following checks shall be carried out before acceptance of various units and equipment:

i. Dimensions of all the civil structures as per the approved drawings ii. Leakage tests for all civil structures as per relevant IS code iii. Pipes and related accessories installed as per the approved drawings iv. Alignment of equipment as per the approved drawings v. All the electrical works to be tested for routine and type tests vi. Installation of cables, earthing works as per relevant IS or international

codes vii. Performance testing (noise level, vibration etc) of all equipment on

energisation as per relevant IS code viii. Continuity tests for all cables and earthing work ix. I/O checks on signal to/ from all equipment, instrument, loop testing and

verification of control functions and interlocks.

g. The other optional facilities (as approved by TSIIC) provided to the developer shall be used strictly for the purpose for which they are allotted.

h. Wherever any references to any Indian Standard Specifications and/ or IRC

codes occur in the documents relating to this contract, the same shall be inclusive of all amendments issued there to or revision thereof if any, up to the date of receipt of tender.

i. The work shall be executed with highest degree of efficiency and all safety

aspects shall be adopted as per International practices as directed by Independent Engineer.



22

5. MAINTENANCE AND PERFORMANCE STANDARDS

5.1 PREAMBLE

The following maintenance and performance standards cover only some of the

minimum requirements for operation. The Developer shall operate, maintain, and

manage the proposed project facilities including public Amenities centre including

allied facilities strictly conforming to the relevant Indian standards, the best industry

practices, and internationally acceptable norms.

5.2 GENERAL

During the period of operation, the Developer shall maintain all the facilities in

accordance with performance standards and maintenance requirements, as

mentioned below: [

a. Perform maintenance on a routine and periodic basis. b. Provide functional facilities that

i. Meet the requirements of respective project facilities; ii. Ensure the safety of the users; and iii. Maintain a clean and hygienic environment at Project area.

c. Identify potential problems early within the context of the planned maintenance system so that corrective action may be planned and completed in a timely manner.

d. Establish a maintenance list for planned operation and maintenance. Follow an orderly program so that maximum operational efficiency is attained.

e. Maintain regular and systematic records of all maintenance and operations activity at the Facilities

5.3 MAINTENANCE WORKS

a. The Authorisee shall in consultation with TSIIC Limited and/or Independent Engineer evolve an Operation and Maintenance Manual.

b. The Developer shall perform routine and periodic maintenance activities for the project infrastructure viz, civil, mechanical and electrical works and equipment, services, facilities.

c. Maintenance of all the electrical-mechanical equipments, machineries shall be as per ‘Original Equipment Manufacturers’ (OEM) standards.

5.4 EQUIPMENT MAINTENANCE

a. Authorisee shall implement and maintain an auditable asset management system for all equipment devices within the Facility. As minimum a system shall record the following information on each device:

i. Name of equipment



23

ii. Manufacturer and/ or Supplier iii. Serial number and other unique identifier iv. Warranty and/ or guarantee information v. Acquisition Date vi. Cost of Equipment vii. Installation Date viii. Life of Equipment ix. Recommended Replacement Date x. Depreciation per year xi. Servicing and/or calibration requirements and timetable xii. Associated hazards and safety bulletins and notices xiii. Current location xiv. Current condition xv. Repair and maintenance history

b. Authorisee shall undertake planned and reactive maintenance of equipment to

ensure that equipment is safe, accurate and working to optimum performance and to achieve maximum availability and continuity of services by maintaining standards set by equipment manufacturer

c. The maintenance shall include:

i. Planned protective maintenance designed to keep unplanned breakdown

and disruptions minimum ii. Reactive maintenance providing rectification or arranging similar system to

provide continuity of services iii. Implement and maintain a planned replacement system of time/

performance expired asset to maintain quality of performance and service availability

5.5 PERFORMANCE STANDARDS: INTENT

a. The performance levels define the level at which the proposed facilities are to be maintained and operated. Performance standards are defined for operation and maintenance of the facilities and the site environment.

b. The obligations of the Operator in respect of Maintenance requirements shall include: i. maintaining site environment so as to cause minimum disturbance to the

natural environment; ii. ensuring that the facilities are operational and rectification of the defects

and deficiencies within the minimum time; iii. ensuring that the fixed parameters provided in this RFP are abided by at

any time during the Authorization period c. Notwithstanding anything to the contrary contained in this schedule, if any

defect, deficiency, or deterioration in the Project poses danger to the life and property of the users thereof, the Developer shall promptly take all reasonable



24

measures for eliminating or minimising such danger.

5.6 MAINTENANCE PERFORMANCE STANDARDS

a. The Authorisee shall maintain the Project Facility in good and usable condition throughout the Authorisation Period or any extension thereof through regular and preventive maintenance of the Project Facility

b. The Operation and Maintenance Manual shall include all the activities required for regular and periodic maintenance of the facility during the Operations Period, so that the facility is maintained in a manner that at all times it complies with the specifications and standards and at the time of divestment of rights and interests by the Authorisee in terms of the Authorization Agreement in sound, durable and functional condition

c. “Further, the manpower who intends to operate/repair/rectify the issues inside the utilities duct deployed either by TSIIC or its authorized agencies shall open the manhole covers spread all along the ISB road stretch. Accordingly, during such events, the Concessionaire shall arrange to cordoned off with the suitable railing and provide with warning signals or boards to prevent accidents to the public”

In order to maintain the quality and operational standards of high quality, the periodic maintenance/ renewal activities are proposed for the Project in Table below.

Table 2: Periodic Maintenance/ Renewal Activities

Sr.No. Periodic Renewal Activities Time Limit for renewal

1 Repainting of Public Amenities Centres, signage delineators, markings etc.

Minimum once in three years

2 Resurfacing of Cycle track including cleaning & filling of joints

Routine repairs every year

3 Mechanical Equipment such as Cycles and associated facilities of Public Amenities Centre

Minimum once in six months, as per manufacturer’s installation, operation and maintenance instruction manual

4 Electrical Equipment Minimum once in a year, as per manufacturer’s installation, operation and maintenance instruction manual

5 Fire Fighting System As per manufacturer’s installation, operation and maintenance instruction manual



25

Sr.No. Periodic Renewal Activities Time Limit for renewal

6 Lighting Periodic check up and replacement as and when needed

7 Sweeping, removal, collection of garbage and disposal the instructed dumping yards

Daily and cleaning once in every month

8

Cycles shall always be kept in working

condition and be replaced at regular

intervals with new ones.

As and when applicable

9 Watering to the landscaping and

vertical garden Daily Twice

10 Shrubs pruning As and when required

5.7 PERFORMANCE STANDARDS FOR OPERATION

In order to maintain quality standards in the operation of the Project, the following performance standards for operation shall be adhered to;

Table 3: Performance Standards for Operation

Sr.

No. Parameters Performance Indicators

1. Pedestrian Walkway, Cycle track

To remain operational 24 hours a day throughout the year

2. Public Amenities Centres

To remain operational from 5.30 am to 12.00 pm every day throughout the year or as per TSIIC / local competent Authority directions from time to time

3. Advertisement Hoarding

Advertisement hoardings may be displayed and regulations of the local competent authority with respect to Advertisement shall be followed



26

6. CLEARANCES AND SANCTIONS

Developer shall be responsible for getting all the required clearances and sanctions for the proposed project from various agencies like GHMC, Traffic Police, TSCPDCL, HMWSSB, etc. as may be required. However, TSIIC Limited shall provide best possible support to the developer in obtaining the required clearances.

Developer shall provide or arrange at its cost during the Authorization Period power, electricity, solid waste disposal and other facilities required from time to time in respect of the construction, operation and maintenance of the Project/Project Facilities and be in compliance to the requirements relating thereto under the Applicable Laws, terms of Applicable Permits and Good Industry Practice.

Developer shall, at its cost, make alternate and back up arrangement for power, including but not limited to installation of generators, subject to the Concessionaire obtaining Applicable Permits if any.

Utility Shifting The responsibility of shifting / rehabilitation of utilities as may be required shall be solely with the developer. However, TSIIC shall make the payments charged by respective authorities/utility boards. TSIIC shall also facilitate and extend support to developer for utility shifting and clearance of all encroachments by appointing a single point contact for the project. Shifting of Advertisement Facilities At any time during the authorization period, if the Advertisement facilities have to be removed or replaced or renovated due to road widening or any other reason (any Government implementation initiatives such as Strategic Road Development Plans, Metro corridors, etc.), then the Concessionaire / Selected Bidder shall shift the such Advertisement Hoarding to a mutually agreed location (within TSIIC IALA/s Jurisdiction) at its own expenses. However, TSIIC shall compensate the Authorisee for such replacement / relocation / renovation and also the revenue loss from the advertisements and commercial spaces (ATMs/ Kiosks), if any, by extending the authorization period. Such additional authorization time period will be decided as per the projected revenues which will be computed based on the latest year revenues from the project facilities with an annual increment of 5% ever year.



1

SECTION III

FORMATS FOR BID SUBMISSION



2

CONTENTS OF BID

The formats provided in this section are for submission of bids for the project. Bidders shall submit Bids in two sets (original + one copy) for the project with the following attachments in separate envelopes as specified below

Outer Envelope

1. Appendix A1 : Checklist of Submissions

2. Appendix A2 : Covering Letter

3. Appendix A3: Bid Security as mentioned in the RFP in form of Demand Draft drawn in favour of ‘TSIIC Limited’ and payable at Hyderabad.

4. RFP Document along with Addenda (if any) signed and stamped on each page

Envelope I : Technical Proposal

Appendix B: Technical Compliance

Envelope II : Financial Proposal

Appendix C: Commercial Bid Letter Format



3

OUTER ENVELOPE



4

Appendix A1

Format for

CHECKLIST OF SUBMISSIONS

S. No.

Enclosures to the

Outer Envelope, Technical Bid &

Commercial Bid

Status

(Submitted

/ Not

Submitted)

Remarks

Outer Envelope

1. Appendix – A1: Checklist of Submissions

2. Appendix – A2: Covering Letter

3. Bid Security as mentioned in the RFP

document.

4. RFP document along with Addenda (if any)

signed & stamped on each page

Envelope A : Technical Bid

1. Appendix B1: Letter of Application (On the

letter head of Bidder or Lead Member in case

of Consortium)

2. Appendix B2: General information about

the Bidder (To be submitted by each member

in case of Consortium)

3. Appendix B3(a): Power of Attorney for

signing of Bid/Proposal (To be submitted by

the Bidder or Lead Member in case of

Consortium on a non judicial stamp paper of

Rs.100 duly attested by notary public)

4. Appendix B3(b): Power of Attorney for

Lead Member of Consortium (on a non

judicial stamp paper of Rs.100 duly attested

by notary public)

5. Appendix B4: Anti Collusion Certificate (In

case of Consortium, each member of the

Consortium need to execute this)

6. Appendix B5: Project Undertaking (To be

executed by the Bidder or Lead Member in

case of Consortium)

7. Appendix B6: Affidavit (To be submitted by

Bidder/each member in case of Consortium

on a non-judicial stamp paper of Rs. 100 duly

attested by notary public)



5

S. No.

Enclosures to the

Outer Envelope, Technical Bid &

Commercial Bid

Status

(Submitted

/ Not

Submitted)

Remarks

8. Appendix B7: Technical Qualification Details

9. Appendix B8: Financial Qualification Details

10. Appendix B9: Consortium Agreement, in

case of Consortium

11. Appendix B10: Letter of Undertaking for Technical Bid

Envelope B : Commercial Bid

12. Commercial Bid (Appendix C)



6

Appendix A2

COVERING LETTER {To be printed on the authorised Letterhead of the Applicant (in case of sole applicant) or the Lead Consortium Member, including full postal address, telephone, faxes and e-mail address} Dated: ……………. To, The Chief Engineer Telangana State Industrial Infrastructure Corporation Limited (TSIIC)

4th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh

Hyderabad - 500 004, Telangana, India

Sub: Submission of Bid for Development of Urban Street Infrastructure for ISB road from DLF circle to Varun Motors, Hyderabad, Telangana under IALA Nanakramguda

Dear Sir,

1. We are submitting this Bid (Proposal) on our own

(or)

We are submitting this Bid (Proposal) as the Lead Member of a Consortium

consisting of the following members, for and on behalf of the Consortium

S# Names of Consortium Members Address

1. ………………………………….…. (Lead Member)

2. ……………………………………..

(Member)

As a Lead Member, we understand the obligations of the Concessionaire to

implement the Project. We have submitted the Consortium Agreement signed by all

the members of the Consortium, nominating and authorizing us to act as ‘Lead

Member’ for implementing the Project.

2. Having visited the site and examined the RFP Documents, for the execution of the

Concession Agreement for the captioned Project, we the undersigned offer to

design, finance, construct, market, operate & maintain the whole of the said ‘Project’

for the Concession Period in conformity with the RFP.

3. This Bid and your written acceptance of it shall form part of the Project Agreements

to be signed between the Concessionaire and the TSIIC Limited. If a Bidder is

nominated as Preferred Bidder, we understand that it is on the basis of the technical,

financial & organizational capabilities and experience of the Bidder taken together.



7

We understand that the basis for our qualification will be the complete Bid

documents submitted along with this letter, and that any circumstance affecting our

continued eligibility as per RFP, or any circumstance which would lead or have lead

to our disqualification, shall result in our disqualification under this Bidding process.

4. We agree that

(a) if we fail to meet the Minimum Development Obligations and/ or Technical

specifications and/ or the Performance Standards according to the conditions/

stipulations of the RFP/ Concession Agreement,

OR

(b) If we fail to offer provide required facilities to TSIIC Limited or its Authorised

Representative for carrying out the inspection of works, operations and

performance, then TSIIC Limited or its representative shall be at liberty to take

action in accordance with the RFP/ Concession Agreement.

5. We undertake, if our Bid is accepted, we will complete the Project, commence

operations and maintain the project facilities as per the RFP/ Concession Agreement.

6. We agree to abide by this Bid for a period of 120 (one hundred and Twenty)

days from this bid submission Due Date fixed and it shall remain binding upon us

and may be accepted at any time before the expiry of that period.

7. In the event of our Bid being accepted, we agree to enter into a formal Concession

Agreement with TSIIC Limited as per the RFP.

8. If our Bid is accepted, we agree for the following:

a) To pay non-refundable & irrevocable “Project Development Fee” plus its

applicable taxes as per the RFP within 15 days of issue of the Letter of Intent

(LoI).

b) To furnish an unconditional and irrevocable Bank Guarantee (as mentioned in

RFP) plus Rs. Fifty Lakh Demand Draft/BG towards construction performance

security within 30 days of LoI and as pre-condition for signing of Concession

Agreement as per the RFP

9. We agree that if we fail to fulfill any of the conditions mentioned at above, TSIIC

shall have the right to forfeit the Bid Security being furnished by us along with this

Bid.

10. Notwithstanding any qualifications of conditions, whether implied or otherwise,

contained in our Proposal, we hereby represent and confirm that our Proposal is

unqualified and unconditional in all respects' and we agree to the terms as under

Minimum Development Obligations as indicated in the RFP;

Development Controls of TSIIC LIMITED, HMDA, TSIIC Limited or any other

statutory authorities like RTA etc.



8

The Technical specifications, the performance standards etc as stipulated in the

RFP;

Any other regulation as applicable.

11. We understand that TSIIC Limited is not bound to accept any or all Bids it may

receive

12. We declare that we have disclosed all material information, facts and

circumstances, which would be relevant to and have a bearing on the evaluation of

our Bid and selection as Concessionaire.

13. We do, also, certify that all the statements made and/or any information provided

in our proposal are true and correct and complete in all aspects.

14. We declare that in the event that TSIIC Limited discovers anything contrary to our

above declarations, it is empowered to disqualify us and our Bid from further

participation in the Bid evaluation process and forfeit our Bid Security.

Dated this __________________day of_______________________ 2018

___________________________

(Signature)

___________________________

(Name of the person)

___________________________

(In the capacity of)

Company Seal

___________________________

(Name of firm)

Duly authorized to sign Proposal for and on behalf of (Fill in block capitals)

______________________________________________________________



9

Appendix A3

Format for

BID SECURITY (BANK GUARANTEE)

(On Requisite Stamp Paper)

B.G. No. Dated:

1. In consideration of you, Telangana State Industrial Infrastructure Corporation

Limited (TSIIC Limited), having its office at “TSIIC Limited, 6th Floor, Parisrama

Bhavan, Fateh maidan road, Basheerbagh, Hyderabad, Telangana 500004”,

(hereinafter referred to as the "TSIIC", 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) 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 Development of Urban Street

Infrastructure for ISB road from DLF circle to Varun Motors (via Wipro Circle),

Hyderabad, Telangana under IALA Nanakramguda (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 Clauses of the RFP Document,

irrevocably, unconditionally and without reservation guarantee the due and faithful

fulfillment 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 TSIIC Limited an amount of Rs.

10.00 Lakh (Rupees Ten Lakh 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 fulfill 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 TSIIC Limited stating that the Bidder is in

default of the due and faithful fulfillment and compliance with the terms and



10

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 TSIIC Limited is disputed by the Bidder or not,

merely on the first demand from the TSIIC Limited stating that the amount claimed is

due to the TSIIC Limited by reason of failure of the Bidder to fulfill and comply with

the terms and conditions contained in the Bidding Documents including 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. 10.00 Lakhs. (Rupees Ten Lakh only).

4. This Guarantee shall be irrevocable and remain in full force for a period of 120 (One

hundred and Twenty) 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 TSIIC Limited

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 TSIIC Limited shall be the sole judge to decide as

to whether the Bidder is in default of due and faithful fulfillment 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 TSIIC Limited that the Bidder is in

default as aforesaid shall be final and binding on us, notwithstanding any differences

between the TSIIC Limited and the Bidder or any dispute pending before any Court,

Tribunal, Arbitrator or any other.

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 TSIIC Limited shall be entitled to treat

the Bank as the principal debtor. The TSIIC Limited 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 fulfillment

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



11

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 TSIIC Limited, and the Bank shall

not be released from its liability under these presents by any exercise by the TSIIC

Limited 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 TSIIC Limited or any indulgence by the TSIIC Limited to the said Bidder or by any

change in the constitution of the TSIIC Limited 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 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 TSIIC Limited 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 TSIIC

Limited 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 TSIIC Limited 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 avoidance of doubt, the Bank's liability under this Guarantee shall be

restricted to Rs. 10.00 Lakh (Rupees Ten Lakhs only).The Bank shall be liable to pay

the said amount or any part thereof only if the TSIIC Limited serves a written claim on

the Bank in accordance with paragraph 9 hereof, on or before

______________________________________ (indicate date falling 120 days after the Bid Due Date)].



12

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

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

official.

(Signature of the Authorised Signatory)

(Official Seal)



13

TECHNICAL PROPOSAL

FORMATS



14

Appendix B1 Format For

LETTER OF APPLICATION

(On the Letterhead of the Bidder or Lead Member in case of Consortium)

Date: ............................... To, The Chief Engineer Telangana State Industrial Infrastructure Corporation Limited (TSIIC)



Sub: Submission of Technical Bid for Development of Urban Street Infrastructure for ISB road from DLF circle to Varun Motors, Hyderabad, Telangana under IALA Nanakramguda

Dear Sir,

1. Being duly authorised to represent and act on behalf of

............................................. (hereinafter "the Bidder or Lead Member in case of

Consortium"), and having reviewed and fully understood all the qualification

information provided, the undersigned hereby apply to be qualified as a bidder for

the Project of “Development of Urban Street Infrastructure for ISB road from DLF

circle to Varun Motors, Hyderabad, Telangana on PPP mode under IALA

Nanakramguda”

2. The TSIIC Limited and its authorised representatives are hereby authorised to

conduct any inquiries or investigations to verify the statements, documents, and

information submitted in connection with this Bid, and to seek clarification from our

bankers and clients regarding any financial and technical aspects. This letter of

Application will also serve as Concession to any individual or authorised

representative of any institution, to provide such information deemed necessary to

verify statements and information provided in this Bid, or with regard to the

resources, experience, and our competence.

3. This Bid is made in the full understanding that:

a) Bids by Qualified Bidders will be subject to verification of all information submitted

for qualification at the time of bidding;

b) TSIIC reserves the right to reject or accept any Bid, cancel the qualification

process, and reject all Bids; and

c) TSIIC and its authorised representatives, consultants, advisors, etc. shall not be

liable for any such actions and shall be under no obligation to inform the Bidder of

the grounds for them.



15

4. The undersigned declare that the statements made and the information provided in

the Bid are complete, true, and correct in every detail.

Authorized Signatory

Name:

Designation:



16

Appendix B2

Format for

GENERAL INFORMATION

(To be submitted by each member in case of Consortium)

1. Firm Particulars

No. .1.1.1.1.1.1 Particulars

1 Name of Firm / Company:

2 Head Office Address:

3 Telephone:

4 Fax:

5 E-Mail:

6 Place for Incorporation/Registration:

7 Date of Incorporation/Registration:

8 Date of Commencement of Business (in case of Public Ltd Company)

Note: Certified true copy of Certificates for Date of Incorporation, Commencement of Business shall be submitted. In case of partnership Firm, Certified True copy of the Registration Certificate shall be submitted 2. Attach Brochure / details of Firm pertaining to Ownership structure, write

up on business history and growth, business areas and activities.

3. Details of Contacts for firm:

Contact Person Contact Address

Contact A Address, Telephone, Facsimile, E-mail

Contact B Address, Telephone, Facsimile, E-mail

4. Details of Authorized Signatory:

Name:

Designation: Address: Tel: Fax: E-Mail:



17

Appendix B3 (a)

Format For POWER OF ATTORNEY FOR SIGNING PROPOSAL

(On a Non-Judicial Stamp Paper of Rs. 100 duly attested by notary public) Know all men by these presents, we ____________ (name and address of the registered office) do hereby constitute, appoint and authorize Mr./Ms. _____________________ (name and address of residence) who is presently employed with us and holding the position of __________________ as our attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to our Proposal for the “Development of Urban Street Infrastructure for ISB road from DLF circle to Varun Motors, Hyderabad, Telangana on PPP mode under IALA Nanakramguda”, including signing and submission of all documents and providing information/ responses to TSIIC, representing us in all matters before Govt. of Telangana, and generally dealing with TSIIC Limited in all matters in connection with our proposal for the said Project. We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall and shall always be deemed to have been done by us.

Executant Signature (Name, Title and Address)

I Accept Attorney Signature (Name, Title and Address of the Attorney)

Attested

Executant

Notes: 1. To be executed by the sole Bidder or the Lead Member in case of a Consortium as the

case may be. 2. 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 submitted under common seal affixed in accordance with the required procedure.

3. Also, the executant(s) should submit for verification, the extract of the charter documents and documents such as a 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.



18

Appendix B3 (b) Format For

POWER OF ATTORNEY FOR LEAD MEMBER OF CONSORTIUM (On a Non-Judicial Stamp Paper of Rs. 100 duly attested by notary public)

Whereas the Telangana State Industrial Infrastructure Corporation Limited, Government

of Telangana (hereinafter referred to as “TSIIC”), has invited Bid from interested parties

for the “Development of Urban Street Infrastructure for ISB road from DLF

circle to Varun Motors, Hyderabad, Telangana on PPP mode under IALA

Nanakramguda”.

Whereas, the members of the Consortium are interested in submission of Proposal for

implementing the Project in accordance with the terms and conditions of the Bid

Document 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 proposal for the Project.

NOW THIS POWER OF ATTORNEY WITNESSETH THAT:

We, M/s. _________________ and M/s. __________________ (the respective names and

addresses of the registered office) do hereby designate M/s.

__________________________ being one of the members of the Consortium, as the

Lead Member of the Consortium, to do on behalf of the Consortium, all or any of the acts,

deeds or things necessary or incidental to the Consortium’s proposal for the Project,

including submission of Proposal, participating in conferences, responding to queries,

submission of information/ documents and generally to represent the Consortium in all its

dealings with TSIIC, any other Government Agency or any person, in connection with the

Project until culmination of the process of bidding and thereafter till the Concession

Agreement is entered into with TSIIC.

We hereby agree to ratify all acts, deeds and things lawfully done by Lead Member our

said attorney pursuant to this Power of Attorney and that all acts, deeds and things done

by our aforesaid attorney shall and shall always be deemed to have been done by

us/Consortium.

Dated this _______ Day of ________ 2018.

_________________

(Executants)

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



19

Note: a. 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 submitted under common

seal affixed in accordance with the required procedure.

b. Also, the executant(s) should submit for verification the extract of the charter

documents and documents such as resolution / power of attorney in favour of the

person executing this power of attorney for the designation of power hereunder on

behalf of the Bidder.



20

Appendix B4

Format For

ANTI-COLLUSION CERTIFICATE

(On the Letterhead of the Firm or each member of the Bidder in case of Consortium)

We hereby certify and confirm that in the preparation and submission of this Proposal, we

have not acted in concert or in collusion with any other Bidder or other person(s) and also

not done any act, deed or thing which is or could be regarded as anti-competitive,

restrictive or monopolistic trade practice.

We further confirm that we have not offered nor will offer any illegal gratification in cash

or kind to any person or agency in connection with the instant Application.

Dated this ______________ Day of ________________, 2018

Name of the Bidder

__________________________________

Signature of the Authorised Person

__________________________________

Name of the Authorised Person

Note:

To be executed by all the Members in case of Consortium.



21

Appendix B5

Format For

PROJECT UNDERTAKING

(On the Letterhead of the Firm or each member in case the Bidder is a Consortium) Date: ............................... To, To, The Chief Engineer Telangana State Industrial Infrastructure Corporation Limited (TSIIC)



Sub: Submission of Technical Bid for Development of Urban Street Infrastructure for ISB road from DLF circle to Varun Motors, Hyderabad, Telangana on PPP mode under IALA Nanakramguda

We have read and understood the RFP Document in respect of the captioned Project

provided to us by TSIIC.

We hereby agree and undertake as under:

(a) Notwithstanding any qualifications or conditions, whether implied or otherwise,

contained in our Bid we hereby represent and confirm that our Bid is unconditional in

all respects.

(b) We are not barred by TSIIC, Government of India, Government of Telangana, or any

state government or any of their agencies from participating in similar projects.

Dated this ___________________ Day of _______________, 2018.

Name of the Bidder

_________________________________

Signature of the Authorised Person

_________________________________

Name of the Authorised Person

Note: To be signed by the lead member(s) in case of a consortium



22

Appendix B6

Format For AFFIDAVIT

(Separate Affidavits are to be submitted by each member in case the Bidder is

a Consortium) (Affidavit should be executed on a Non Judicial stamp paper of Rs. 100/- or

such equivalent document duly attested by Notary Public)

1. I, the undersigned, do hereby certify that all the statements made in the Bid

are true and correct

2. The undersigned also hereby certifies that neither our firm M/s……………. nor

any of its directors / constituent partners have abandoned any work in India

and / abroad nor any contract awarded to us for such works have been

terminated for reasons attributed to us, during last five years prior to the date

of this Bid nor have been barred by any agency of GOI or Govt. of Telangana

from participating in any projects of BOT or otherwise

3. The undersigned hereby authorize(s) and request(s) any bank, person, firm or

corporation to furnish pertinent information deemed necessary as requested by

TSIIC to verify this statement or regarding my (our) competence and general

reputation

4. The undersigned understands and agrees that further qualifying information

may be requested, and agrees to furnish any such information at the request of

the TSIIC

Signed by an authorized officer of the firm

Designation of officer

Name of Firm

Date



23

Appendix B7 TECHNICAL QUALIFICATION

(Bidder or any one member of the consortium should satisfy the minimum

technical criteria) i) Details of experience in executing any Civil work (single contract)

Name of the Project

Client Duration of the Project (in Months)

Project Cost (Rs. Crores)

Documentary evidence submitted/Not submitted

ii) Details of experience in similar nature of projects either laying of footpath or Cycle track

Name of the Project

Client Quantities (In Sf. ft)

Duration of the Project (in Months)



iii) Details of experience in developing urban spaces (footpath, Cycle track, Tactile flooring, street furniture, street lighting, etc.)

Name of the Project

Client Length (In Meters)

Duration of the Project (in Months)



Note:

Appropriate documentary evidence in the form of completion certificates

and/or work orders should be enclosed in support of the above. All the

documentary evidence submitted by the Bidder(s) shall be to the satisfaction of

TSIIC. Decision of TSIIC in accepting or rejecting such documentary evidence

as submitted by the Bidder(s) is final and binding on the Bidder(s).



24

Appendix B8

FINANCIAL QUALIFICATION

(To be submitted by each member in case of Consortium) A. Details of Annual Turn Over for the last 3 Years preceding Bid due date.

FYs Year 1 (2017-18)

Year 2 (2016-17)

Year 3 (2015-16)

Average Annual Turnover

Turn Over (Rs. in Crores)

B. Details of Net Worth

Particulars (Last Financial Year )

Subscribed Share Capital

(add) Paid up Share Capital

(add) Free Reserves

(Subtract) (Revaluation reserves + Miscellaneous Expenditure+ Expenditure not written off+ accrued liabilities)

Net-worth

* Details of the items included in the non-cash expenses have to be provided.

Note: The Sole Bidder /Consortium shall submit Audited Annual Accounts of the Lead

Member and each of the Other Members in support of the financial data for last

3 years duly certified by Statutory Auditor in support of all the above financials.



25

Appendix B9

Format For CONSORTIUM AGREEMENT

(In case the Bidder being a Consortium)

(on Rs.100 Non Judicial Stamp Paper)

THIS AGREEMENT is executed at ________ on this _______ day of __________ 2018 between 1)_____________a Company registered under the Companies Act 1956 or 2013 and having its registered Office at_____________(hereinafter referred to as “the Party of the First Part”) and 2)______________also a Company registered under the Companies Act 1956 or 2013 and having its registered office at ______________ (hereinafter referred to as “the Party of the Second Part”) WHEREAS I. All the Parties of the First and Second Part are entitled to enter into joint venture/

partnership with any person or persons including a company for carrying on the business authorised by their respective Memorandum of Association.

II. The Parties hereto propose to participate as a Consortium for the Bid based on the

Request for Proposal (RFP) from Telangana State Industrial Infrastructure Corporation Limited (TSIIC) for Development of Urban Street Infrastructure for ISB road from DLF circle to Varun Motors, Hyderabad, Telangana on PPP mode under IALA Nanakramguda (“the Bid”) by pooling together their resources and expertise.

III. If the Parties hereto succeed in the Bid, they propose to enter into Memorandum

of Agreement (MoA) to undertake financing, designing, construction, commissioning, marketing, operation and management of the project.

IV. The Parties hereto are desirous of recording the broad terms of their

understanding as set out here below: NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-

1. That the Parties hereto agree to carry on the business on the broad terms and

conditions herein through an MoA to be executed by them.

2. That the business of the Consortium will be that of Developing, Financing,

Constructing, Operating, Managing and Transferring the Project.



26

3. That in the event the Parties hereto succeed in the Bid for the Project, the

Consortium will execute the Project in accordance with terms and conditions of the

RFP document and will execute the Concession Agreement with the TSIIC and

construct and commission the project in accordance with the plans/designs

sanctioned by the appropriate /concerned authorities.

4. The roles and responsibilities of the Members of the Consortium shall be as follow:

(a) The Party of the First Part (Lead Member) shall be responsible for:

(i)

(ii)

(iii)

(b) The Party of the Second Part shall be responsible for:

(i)

(ii)

(iii)

(c) Each of the Parties shall be liable and responsible jointly and severally for

(i) Compliance of all statutory requirements as may be applicable in respect

of the Project.

(ii) Contribute to the joint venture all of its management and business

experience, financial resources, expertise, competence and acumen for

the success of the Project.

(Note: Role & responsibility of all members of the Consortium shall be included in the above para)

5. That the responsibility of all the members of the Consortium shall be joint and

several at every stage of implementation of the Project.

6. That in case the project is awarded to the Consortium, the Consortium will carry

out all the responsibilities as the Concessionaire and will comply with all the terms

and conditions of the Concession Agreement as would be entered with the TSIIC

(Concessioning Authority).

7. This Agreement shall be valid for a minimum period of 03 years initially from the

date of signing this consortium agreement and extended thereof if any.

8. That this Agreement shall remain in full force and effective coterminous with the




27

9. That nothing in this Agreement shall be construed to prevent or disable any Party

hereto to carry on any business, which is permitted under the governing law, on

their own in terms of their respective Memorandum of Association.

(Note: The above provisions are mandatory; the Consortium may add any other provision, if required) IN WITNESS WHERE OF the parties have put their respective hands the day and year first hereinabove written. Signed and delivered for and on behalf) Of the within named M/s…………….. ) … by its Director, ………………... ) …duly authorised in the presence of ) ……………………………………….. )

Signed and delivered for and on behalf ) Of the within named M/s………….… ) ….by its Director, ………………….. ) _____________________________ ) duly authorised in the presence of ) …………………………………… )



28

Appendix B10 Format For

LETTER OF UNDERTAKING FOR TECHNICAL BID

[On the Letter head of the Bidder (in case of Single Bidder) or Lead Member (in case of a Consortium)] Date: To, The Chief Engineer Telangana State Industrial Infrastructure Corporation Limited (TSIIC)



Sub: Submission of Technical Bid for Development of Urban Street Infrastructure for ISB road from DLF circle to Wipro circle, Hyderabad, Telangana on PPP mode

Dear Sir, As a part of the Bid for “Development of Urban Street Infrastructure for ISB road from DLF circle to Wipro circle, Hyderabad, Telangana” we hereby agree to develop and operate the Project as per the requirements stipulated in the RFP. We hereby undertake that if the Project is awarded to us, we will meet requirements as specified hereunder and hereby give our compliance for the same: Sr. No.

Components Details Compliance

1. Minimum Development Obligations/ Essential Components


Minimum clear walking width of 1.80

meters and length of 3.50 Km on L.H.S side

of the ISB road (i.e., towards IDBI, Infosys,

Wipro side)

Kerb ramps of standard gradient not

exceeding 1:12

Tactile pavers (width of 300 mm) – Guiding

the pedestrians with vision impairment

Pedestrian walkway shall be raised 150mm

from the proposed adjoining cycle track

Illumination along the entire walkway at 10

m intervals with ornamental street lighting

and its associated fixtures


Minimum clear cycle riding track width of

Yes/ No



29

Sr. No.


2.0 meters and length of 3.50 Km on L.H.S

side of the ISB road


Side railing over the kerb placed near the

main carriageway along 3.50 Km, subject

to the entrance gates to the existing

property holders.

Develop at least 3 cycle parking docks each

with a capacity of at least 10 cycles as

approved by TSIIC and also procure at

least 25 (no) of bicycles

c) Themed landscape

Beautification of street with thematic

plantation (shrubs/plants) wherever

applicable

Lawn development including ornamental /

flowering shrubs between the property line

& proposed pedestrian walkway all along

the stretch on LHS

Procurement of at least 75 no. of planter

boxes for flowering plants preferable


Providing lighting / illumination to the

landscaped areas

d) Vertical Garden

Vertical garden with creepers and

ornamental species with minimum height of

3m and minimum stretch of 510 meters

from chainage 1670 to 2180


Develop maximum of four (04) nos. of

Public Amenities centers (Only on the L.H.S

of ISB road) each of an area not exceeding

500 sq ft and width of maximum 2.5 m

Each Public Amenities Center shall comprise

of atleast one toilet facility, Mobile charging

points, seating benches and other

permitted optional facilities

These Amenities are to be developed only

at the locations specified below:



30

Sr. No.



o Near Gopichand Academy (Chainage

920)

o Opposite to Microsoft (Chainage

1620)


Develop Diagonal parking facilities with

a capacity of at least five (05) ECS

(Equivalent Car Space) adjacent to each

of the development Public Amenities

Centers


Procurement of at least Thirty (30) no. of

Solid waste management bins (Segregated

bins – Plastic, Paper & Cans) and

Procurement of at least five (05) digital

directional signage boards

Providing street furniture at regular or necessary

intervals to the Pedestrian, physical challenged

people and cyclist

g) Special Conditions

i. The Concessionaire shall prepare at least

three (03) conceptual plans / designs (with

3D views) of the project for the entire

stretch of 3.4 Km, the design shall be

modern, innovative, creative and attractive.

The conceptual plan shall clearly indicate

the location and the design of the

advertisement Hoarding especially the

Unipoles and Public Amenities centre. The

design should be such that it doesn’t affect

the free, smooth and safe movement of the

traffic.

ii. Based on the designs & views submitted by

the Concessionaire, TSIIC shall approve

anyone of such designs and the

Concessionaire may commence

implementation of such approved design.

iii. The Concessionaire shall provide or arrange

at its own cost (during the Concession



31

Sr. No.


Period) the required facilities such as

power, electricity, solid waste disposal and

any other associate facilities required from

time to time in respect of the construction,

operation and maintenance of the

Project/Project facilities and be in

compliance to the requirements relating

thereto under the Applicable Laws, terms of

Applicable Permits and Good Industry

Practice. However, TSIIC will extend their

support in submitting the required requisite

to the concern authorities.

2. Development Guidelines

1. As per the IRC: 103-2012 - Guidelines for

pedestrian facilities, Hyderabad Revised

Common Building Rules, 2006 issued vide G.O.

86 dt. 03.03.2006, National Highway Authority

of India (NHAI) regulations and any other

regulations issued by any other Statutory

Authorities applicable within the jurisdiction of

TSIIC IALA Cyberabad & Gachibowli,

Hyderabad.

2. Facilities for disabled persons shall be as per

“Persons with Disabilities Act, 2010” with

subsequent amendments and ‘UN Convention

for Rights of Persons with Disabilities

(UNCRPD).

3. All pavements, signage and lighting shall be as

per Indian Road Congress (IRC) & Ministry of

Road Transport and Highways (MORTH)

specifications.

4. Project construction, standards and

specifications shall be as per National Building

Council (NBC) regulations and Bureau of

Indian Standards (BIS).

Yes/ No

3. Implementation Plan

The Minimum Development Obligations as

specified above and Volume 2 of this RFP, shall be

completed within one (1) year from the date of

signing of the Concession Agreement

Yes/ No

4. Technical Specifications

As provided in Volume 2 of this RFP and other

relevant BIS codes and other Indian Standards

Yes/ No



32

Sr. No.


5. Performance Standard

As per the Performance Standards specified in

Volume 2 of this RFP and as per ISO 9001:2008

Yes/ No

6. Applicable Permits Obtain and maintain at own cost all Applicable

Permits, in conformity with the Applicable Laws

and be in Compliance therewith

Yes/ No

We hereby assure TSIIC IALA and guarantee that in future, from time to time whenever we are required to undertake or follow any specific guideline / law, we shall do the needful as required as required to ensure that the project and the Concessionaire comply with the legal requirements. Yours faithfully, __________________________ (Signature of Authorised Signatory) (Name, Title, Address, Date)



33

COMMERICAL BID

FORMAT



34

Appendix C

COMMERCIAL BID LETTER FORMAT

(On the Letter Head of the Bidder) To, The Chief Engineer Telangana State Industrial Infrastructure Corporation Limited (TSIIC)



Sub: Submission of Commercial Bid for Development of Urban Street

Infrastructure for ISB road from DLF circle to Varun Motors, Hyderabad, Telangana on PPP mode under IALA Nanakramguda

Dear Sir, Being duly authorized to represent and act on behalf of ---------------------------- and

having reviewed and fully understood all requirements of bid submission provided in the

RFP document and subsequent clarifications provided in relation to project, we hereby

quote and submit the Commercial Bid for a period of ………(in Years &

Months)…………………………. to TSIIC Limited for undertaking the project as per the terms

and conditions stipulated in this RFP document.

We abide by the above offer/ quote as per terms of the RFP, if TSIIC Limited selects us as

the Preferred Bidder.

Yours faithfully,

__________________

(Signature of Authorised Signatory)

(Name, Title, Address, Date)

VOLUME IV

DRAFT CONCESSION AGREEMENT



2

TABLE OF CONTENTS

ARTICLE 1- DEFINITIONS AND INTERPRETATIONS .................................. 8

Section 1.1 Definitions ................................................................................... 8

Section 1.2 Definitions and Interpretations ................................................... 13

Section 1.3 Priority of Documents ................................................................ 16

ARTICLE 2 - CONCESSION .......................................................................... 17

Section 2.1 - Grant of Concession ................................................................. 17

Section 2.2 - Concession Period .................................................................... 18

ARTICLE 3 - CONDITIONS PRECEDENT ..................................................... 19

Section 3.1 - Conditions Precedent for Concessioning Authority ...................... 19

Section 3.2 - Conditions Precedent for Concessionaire .................................... 20

Section 3.3 - Obligations to Satisfy Conditions Precedent ................................ 21

Section 3.4 - Non-fulfillment of Conditions Precedent ..................................... 21

ARTICLE 4 - PROJECT LOCATION .............................................................. 23

Section 4.1 – Possession of Project Location .................................................. 23

Section 4.2 - Use of Project Location ............................................................. 23

Section 4.3 - Information about Project Location ............................................ 24

ARTICLE 5 - OBLIGATION OF PARTIES ..................................................... 25

Section 5.1 - Obligations of the Concessionaire/Preferred Bidder ..................... 25

Section 5.2 - Obligations of Concessioning Authority ...................................... 34

ARTICLE 6 - PROJECT IMPLEMENTATION ................................................. 36

Section 6.1 - Architectural and Structural Designs .......................................... 36

Section 6.2 - Development of Project Location and Implementation of Works 38

Section 6.3 - Project Completion ................................................................... 38

Section 6.4 - Marketing of Advertisement Rights & Optional Facilities .............. 39

Section 6.5 – Operation and Maintenance of the Project ................................. 40

ARTICLE 7 - PROJECT MONITORING ......................................................... 43

Section 7.1 - Independent Engineer/Consultant ............................................. 43

Section 7.1A – Expert Committee .................................................................. 44

Section 7.2 - Reporting and Inspection .......................................................... 44

ARTICLE 8 - FINANCIAL COVENANTS ........................................................ 47

Section 8.1 - Financing for Project ................................................................. 47

Section 8.2 - Payments to Concessioning Authority ........................................ 47

Section 8.3 - Advertisement Tariff ................................................................. 48

Section 8.4 - Audit and Account .................................................................... 48

ARTICLE 9 - PERFORMANCE SECURITY .................................................... 50

Section 9.1 - Performance Security ................................................................ 50

Section 9.2 - Appropriation of Performance Security ....................................... 51



3

Section 9.3 - Release of Performance Security ............................................... 51

ARTICLE 10 - INSURANCE .......................................................................... 53

Section 10.1 - Insurance Cover ..................................................................... 53

Section 10.2 - Evidence of Insurance............................................................. 53

Section 10.3 - Application of Insurance Proceeds ........................................... 54

Section 10.4 - Validity of the Insurance Cover ................................................ 54

ARTICLE 11 - REPRESENTATIONS AND WARRANTIES ............................ 55

Section 11.1 - Mutual Representations and Warranties ................................... 55

Section 11.2 - Further Representations and Warranties of Preferred Bidder/ Concessionaire ............................................................................................. 55

Section 11.3 - Waiver of Sovereign Immunity ................................................ 57

Section 11.4 - Disclaimer .............................................................................. 57

ARTICLE 12- LIABILITY AND INDEMNIFICATION ................................... 59

Section 12.1 - Liability of Concessionaire ....................................................... 59

Section 12.2 - Indemnification ...................................................................... 59

Section 12.3 - Indirect or Consequential Losses ............................................. 61

ARTICLE 13 - FORCE MAJEURE .................................................................. 62

Section 13.1 - Force Majeure Event ............................................................... 62

Section 13.2 – Notice of Force Majeure Events ............................................... 63

Section 13.3 - Period of Force Majeure .......................................................... 63

Section 13.4 - Performance Excused ............................................................. 64

Section 13.5 - Costs, Revised Timetable ........................................................ 64

Section 13.6 - Termination Due to Force Majeure Event ................................. 64

ARTICLE 14 - EVENTS OF DEFAULT ........................................................... 65

Section 14.1 - Events of Default .................................................................... 65

Section 14.2 - Parties Rights ......................................................................... 67

Section 14.3 - Consultation Notice ................................................................. 68

Section 14.4 - Remedial Process ................................................................... 68

Section 14.5 - Obligations during Remedial Period .......................................... 68

Section 14.6 - Revocation of Consultation Notice ............................................ 69

Section 14.7 - Termination Due to Events of Default ...................................... 69

Section 14.8 - Step-in-rights ......................................................................... 69

ARTICLE 15 - TERMINATION AND EXPIRY OF AGREEMENT/CONCESSION 70

Section 15.1 - Termination Procedure ............................................................ 70

Section 15.2 - Obligations during Termination Period ..................................... 70

Section 15.3 - Requisition ............................................................................. 70

Section 15.4 - Condition Survey .................................................................... 71



4

Section 15.5 - Consequences of Termination.................................................. 71

Section 15.6 - Vesting Certificate .................................................................. 74

Section 15.7 - Compensation on Termination ................................................. 74

ARTICLE 16 - DISPUTE RESOLUTION ........................................................ 77

Section 16.1 - Negotiation ............................................................................ 77

ARTICLE 17 - MISCELLANEOUS PROVISIONS .......................................... 78

Section 17.1 - Governing Law and Jurisdiction ............................................... 78

Section 17.2 - Waiver & Remedies ................................................................ 78

Section 17.3 - Survival .................................................................................. 79

Section 17.4 - Entire Agreements and Amendments ....................................... 79

Section 17.5 - Notices .................................................................................. 79

Section 17.6 - Severability ............................................................................ 80

Section 17.7 - No Partnership ....................................................................... 80

Section 17.8 - Language ............................................................................... 80

Section 17.9 - Counterparts .......................................................................... 80

Section 17.10 - Regulatory Framework for Infrastructure Projects ................... 81

Section 17.11 - Remedies Cumulative ............................................................ 81

Section 17.12 - Intellectual Property Rights and Confidentiality ....................... 81

Section 17.13 - Joint and Several Liability of the Members of the Consortium .. 82

Section 17.14 - No Liability for Review .......................................................... 82

Section 17.15 – Depreciation ........................................................................ 83

Section 17.16 Assignability .......................................................................... 83

Section 17.17 - Interest and Right to Set Off ................................................. 83

LIST OF APPENDICES

Appendix I : Letter of Intent (LOI) ……………………………………….……………………… 87

Appendix II : Project Location………………………………………...…………………..…………88

Appendix III : Guidelines for the Computation of Depreciated Historic Cost …….…89

Appendix IV: Format for Bank Guarantee for Performance Security………………...…90



5

CONCESSION AGREEMENT

This agreement (hereinafter referred to as the “Agreement”/ the “Concession Agreement”) is made and executed on this ______day of _____________, 2019, at ________________.

BETWEEN

1. Telangana State Industrial Infrastructure Corporation Ltd (TSIIC), A

Government of Telangana Undertaking, having its Head Office at 4, 5 and 6 floors, Parishrama Bhavan, Basheerbagh, Hyderabad, and represented herein by its “Chief Engineer” hereinafter referred to as “TSIIC” or the “Concessioning Authority” (which expression shall, unless it be repugnant to the context or meaning thereof, include its successors and assigns) of the FIRST PART,

AND

2. [M/s______________, company within the meaning of the Companies Act,

2013 (incorporated under the Companies Act, 1956/2013), and having its office/registered office at _________________________________, India, represented by ---------------- hereinafter referred to as the "Concessionaire/ “Preferred Bidder" (which expression shall, unless it be repugnant to the context or meaning thereof, include its successors and permitted assigns) of the SECOND PART**],

(Note: The above to be retained if the Bidder is a sole proprietorship firm/ partnership firm /company)

OR



6

[The Consortium of (a) M/s ________________________________being the Lead Member of the Consortium (hereinafter referred to as the “Lead Member”); and (b) M/s _____________________________________, represented herein by the Lead Member, (collectively referred to as the “Concessionaire”/ “Preferred Bidder” (which expression shall, unless the context otherwise requires, include its successors and permitted assigns) represented herein through _________________, the Authorised Signatory, as authorised vide Board Resolution dated ________________or by a Power of Attorney dated-----------executed in his favor, of the SECOND PART.**]

[The above to be retained if the Bidder is a consortium.] **Delete whichever is not applicable. TSIIC and the Concessionaire are hereinafter individually referred to as “the Party” and collectively as “the Parties”. WHEREAS A. The first party, as the absolute owner and/or custodian of all the roads within its

jurisdiction, has considered it necessary to provide facilities to pedestrians such as safe crossings on busy roads within the jurisdiction of TSIIC IALA Industrial Area Local Authority (IALAs) of Gachibowli, Hyderabad under Public Private Partnership Mode. Designing, construction, Financing and maintenance of ‘Pedestrian Walkway, Cycle track, landscaping, vertical gardens and Public Amenities Centre” are the key project facilities considered for development under this project.

B. Pursuant to the above, TSIIC has invited bids through competitive bidding for

selection of the Preferred Bidder for implementing the Project of “Development of Urban Street Infrastructure for ISB road from DLF circle to Varun Motors (via Wipro Circle), Hyderabad, Telangana on PPP Mode under

IALA Nanakramguda” on the commercial format. C. Following a process of competitive bidding, after due evaluation of the bids

received by the Concessioning Authority in response to its RFP dated ___, the Concessioning Authority accepted the bid submitted by ………………………………., the Preferred Bidder, for developing and implementing the Project and communicated its acceptance to the Preferred Bidder vide Letter of Intent, dated ____ (the “Letter of Intent” or “LOI” attached hereto as Appendix I).

D. The Preferred Bidder, is holding a Power of Attorney from (Name of the

Consortium or Individual Members) (the “Power of Attorney” attached hereto as



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Appendix II) and is duly authorized to execute this Agreement on behalf of (Name of the Consortium or Individual Members) …………….

(Note: Applicable only in case the Concessionaire is a Consortium)

E. Following the issuance of the said LOI, the Preferred Bidder/ Concessionaire in accordance with the terms and conditions as specified in the RFP Volume- I, as being the pre-condition to the execution of this Agreement, has made the following payments within 30 days of date of issue of LOI:

(i) Irrevocable and unconditional bank guarantee towards Construction

Performance Security (Appendix IV) of Rs. 50,00,000/- (Rupees Fifty

Lakhs only) from Nationalised/ Scheduled Bank (excluding Cooperative

Banks) -------- BG No. --------- dated ------------ or a Demand Draft for Rs.

50,00,000/- (Rupees Fifty Lakhs only favoring ‘TSIIC Limited’ with a

validity of ________months from the date of this Agreement. AND

(ii) Demand Draft of Rs. 20,00,000/- (Rupees Twenty Lakhs Only) towards

non-refundable Project Development Fee favoring ‘TSIIC Limited’.

F. In light of the compliance by the Concessionaire of the pre-conditions to the execution of the Concession Agreement, Concessioning Authority has agreed to enter into this Concession Agreement vesting the rights for the implementation of the Project with the Concessionaire on the terms, conditions and covenants hereinafter set forth in this Agreement.

G. The Preferred Bidder shall duly discharge its obligations under this Agreement and shall implement the Project according to the terms of the Bidding Documents and this Agreement.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:



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ARTICLE 1- DEFINITIONS AND INTERPRETATIONS

Section 1.1 Definitions

"Agreement”/"Concession Agreement” means this Development & Operation Agreement executed between TSIIC and the Concessionaire. "Applicable Laws" means all laws, promulgated or brought into force and effect by the Government of Telangana or the Government of India including rules, regulations and notifications made there under, and judgments, decrees, injunctions, writs and orders of any court of record, applicable to this Agreement and the exercise, performance and discharge of the respective rights and obligations of the Parties hereunder, as may be in force and effect during the subsistence of this Agreement.

"Applicable Permits" means all sanctions, licenses, approvals, clearances, permits, Concessions, consents, approvals and no objection certificates under or pursuant to Applicable Laws, required to be obtained and maintained by the Concessionaire for maintenance of the Facility in accordance with this Agreement. “Compliance Date” shall have the meaning set forth in Section 3.3 (ii), upon which the Conditions Precedent to this Agreement have been fulfilled, being the date upon which this Agreement becomes unconditional and effective; “Commercial Facilities within Public Amenities Centre” means the facilities such as food courts, snack bar, ATM, Kiosks developed within the Public Amenities Centres as permitted by TSIIC. “Commercial Operation Date (COD)” shall have the meaning specified in Section 6.3 (b); “Concession Period” shall have the meaning specified in Section 2.2 of this Agreement; “Concessionaire” means M/s ___ and shall include its successors and permitted assigns; “Construction Commencement Date” shall have the meaning specified in Section 6.2; “Construction Period” shall mean the period from the date of signing of this Agreement till the Commercial Operation date. “Default/s” means event/s of default as described under Article 14 of this Agreement. “Development Controls and Technical Specifications” shall mean entire content of the Volume II of the RFP including the specifications and standards mentioned. “Evaluation Committee” means the Committee that may be constituted (as per Section 6.1 of this Agreement) by the Concessioning Authority for the bid evaluation and approval of the architectural design submitted by the Concessionaire.



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"Encumbrance" means any encumbrance such as mortgage, charge, pledge, lien, hypothecation, security interest, assignment, privilege or priority of any kind having the effect of security or other such obligations and shall include without limitation any designation of loss to payees or beneficiaries or any similar arrangement under any insurance policy pertaining to the Facility, physical encumbrances and encroachments on the Facility Project Location. “Facility” shall consist of, unless the context otherwise requires, the details of the Project Location, Pedestrian Walkway, Cycle track & bicycles, Landscaping, Vertical Garden, street lighting, parking, Public Amenities Centres and Optional Facilities as approved by TSIIC and other competent authorities and also include such other fixtures, fittings or any other additions, the Concessionaire would provide or install/fix to maintain the Facility during the subsistence of this Agreement. "Force Majeure Events" Shall have meaning as described under Article 13 of this agreement. "Government Authority" means the state government or a governmental department, agency, authority, instrumentality, central, state, or local, having jurisdiction over the Concessionaire, the Project, the Facility Project Location, Project Assets or any portion thereof, or the performance of all or any of the services or obligations of the Concessionaire under or pursuant to this Agreement. “Maintenance” means upkeep of the facility as per best industry standards and practices for use by the public without hindrance and includes repairs, replacements, renovation or modernization to keep the facility in working and usable condition. “Material Adverse Effect” means material adverse effect on (a) the ability of the any of the Party to this Agreement to observe and perform any of its rights and obligations under and in accordance with the provisions of this Agreement and/or (b) the legality, validity, binding nature or enforceability of this Agreement. “Operation Period” means the period from the Commercial Operation Date till the issuance of Vesting Certificate by the Expert Committee.

“Person” means any individual, company, corporation, firm, society, partnership, joint venture, trust, unincorporated organisation, government or government agency or any other legal entity as the context may permit or require . “Project” means “Development of Urban Street Infrastructure of ISB road from

DLF circle and Varun Motors, Hyderabad, Telangana on PPP Mode under IALA

Nanakramguda”, subject to the provisions of this Agreement, (i) designing, financing,

construction, implementation, completion, commissioning, marketing, management,

operation and maintenance and use of the Project Facilities at the Project Location,

execution of the Works and all activities incidental thereto, such as engineering, testing,

commissioning and insurance etc., by the Concessionaire during the Concession Period; (ii)

the demanding, charging, collecting, retaining and appropriating and revision of

advertisement, other rental tariffs and Licensee Fee by the Concessionaire at market driven

rates and (iii) the transfer of the Project/Project Facilities by the Concessionaire to TSIIC or



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its nominated agency at the end of the Concession Period by efflux of time or prior

termination.

“Project Contracts” shall mean and include Contractual Arrangements.

“Project Facilities” The Project Facilities shall comprise and consist of Essential Facilities

and the Optional Facilities as more particularly defined hereunder:

(i) “Essential Facilities” (Minimum Development Obligations)


Minimum clear walking width of 1.80 meters and length of 3.50 Km on L.H.S side of

the ISB road (i.e., towards IDBI, Infosys, Wipro side)


Tactile pavers (width of 300 mm) – Guiding the pedestrians with vision impairment

Pedestrian walkway shall be raised 150mm from the proposed adjoining cycle track




Minimum clear cycle riding track width of 2.0 meters and length of 3.50 Km on L.H.S

side of the ISB road


Side railing over the kerb placed near the main carriageway along 3.50 Km, subject

to the entrance gates to the existing property holders.

Develop at least 3 cycle parking docks each with a capacity of at least 10 cycles as

approved by TSIIC and also procure at least 25 (no) of bicycles

c) Themed landscape

Beautification of street with thematic plantation (shrubs/plants) wherever applicable

Lawn development including ornamental / flowering shrubs between the property

line & proposed pedestrian walkway all along the stretch on LHS




d) Vertical Garden

Vertical garden with creepers and ornamental species with minimum height of 3m

and minimum stretch of 510 meters from chainage 1670 to 2180


Develop maximum of four (04) nos. of Public Amenities centers (Only on the L.H.S of

ISB road) each of an area not exceeding 500 sq ft and width of maximum 2.5 m






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Centers


Procurement of at least Thirty (30) no. of Solid waste management bins (Segregated

bins – Plastic, Paper & Cans) and

Procurement of at least five (05) digital directional signage boards

g) Providing street furniture at regular or necessary intervals to the Pedestrian, physical

challenged people and cyclist

(ii) Optional Facilities

Optional facilities shall mean the commercial facilities like Advertisements space,

Food courts, ATMs/ Kiosks as approved by TSIIC. However, the details of such

optional facilities are indicated below;







Boards on Public Amenities Centre

(Backlit system)

6 X 4 04


Commercial food courts/ snack bar /

ATM / kiosks etc.

500 sq ft each including

toilets

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**The tentative locations of the Public Amenities are earmarked in the map enclosed as Annexure-II, however, the Selected Bidder may erect advertisement facilities (as per the permitted numbers and sized mentioned in herein above) along the project stretch i.e. L.H.S and Central Median of the ISB Road, without causing any disturbance to the abutting properties. These advertisement locations are to be specified in the conceptual plans & DPR and duly approved by the Authority. “Project Assets” means all the moveable and immovable assets relating to and forming part of the Facility as on the date of completion of construction or as may be added or replaced or renovated or modernized by the Concessionaire from time to time during the tenure of the Agreement. It includes all the tangible and intangible assets relating to the Project including, but not limited to, (a) rights over the Project Location in the form of right-of-way or otherwise, (b) tangible assets such as the essential facilities and the optional facilities, foundation, embankments, buildings, structures, super structures, constructions,



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additions, alterations or improvements etc. thereof, pavement and walkways, sign boards, electrical, mechanical, civil, sanitation and other works, telephone, other communication equipment, equipment, technology at the Project Location/relating to the Project; (c) financial assets of the Project such as receivables, cash and investments, security deposits for utilities, Tariff etc.; (d) the rights of the Concessionaire under the Project Contracts, (e) the Applicable Permits relating to the Project and (f) insurance; “Project Completion” shall have the meaning ascribed to it under Section 6.3(b) of this Agreement. “Project Location” means the location allotted for development of the Project under this Agreement i.e. L.H.S (Left Hand Side) of the ISB road (From DLF Circle to Varun Motors via Wipro Circle) under IALA Nanakramguda and enumerated at Appendix II to this Agreement. “RFP” means the Request for Proposal dated _________ issued by the Concessioning Authority as part of the competitive bidding process inviting bids for implementing the Project on PPP basis, and includes any addendum / clarifications issued in respect thereof by the Concessioning Authority; “Relevant Authorities” means unless mentioned in this Agreement, means generally any governmental, quasi-governmental, regulatory or administrative authority, agency, department or entity. “Transfer Date” means the date immediately following the date of expiry of Concession Period/this Agreement/the Concession, including extension thereto or earlier termination thereof in accordance with the provisions of this Agreement "Termination Date" means the date on which the termination occurs which shall be the date on which Termination Notice has been delivered or deemed to have been delivered by a Party issuing the same to the other Party in accordance with the provisions of the Agreement.

“Termination Notice” means a communication by Registered Post in writing by a Party to the other Party regarding termination in accordance with the applicable provisions of this Agreement as described in Clause 15. “Transaction Documents” means collectively the Project Contracts and the Financing Documents:



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Section 1.2 Definitions and Interpretations

The words and expressions beginning with capital letters and defined in this Agreement shall, unless the context otherwise requires, have the meaning ascribed thereto herein, and the words and expressions defined in the Schedules and used therein shall have the meaning ascribed thereto in the Schedules. 1.2.1 In this Agreement, unless the context otherwise requires: (a) Appendices to this Agreement form an integral part of this Agreement and will

be in full force and effect as though they were expressly set out in the body of this Agreement.

(b) references to “construction” include, unless the context otherwise requires,

investigation, design, development of Project location, engineering, procurement, delivery, transportation, installation, processing, fabrication, testing, commissioning and other activities incidental to the construction, and “construct” shall be construed accordingly;

(c) wherever in this Agreement provision is made for the giving or issuing of any

notice, endorsement, consent, approval, certificate, agreement, Concession, proposal, communication, information or report or determination by any Party and/or the Independent Engineer/Consultant/Consultant/ Expert, unless otherwise specified, such notice, endorsement, consent, approval, certificate, agreement, Concession, proposal, communication, information or report or determination shall be in writing under the hand of the duly authorised representative of such Party and/or the Independent Engineer/Consultant/Consultant/Expert in this behalf;

(d) references to Project or Project Facilities in this Agreement shall mean the

Essential Facilities and shall not include the Optional Facilities unless the Concessionaire opts to design, finance, construct, complete, commission and operate and maintain the same; and

(e) the damages payable by a Party to the other Party as set forth in this

Agreement, whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and damage/liquidated damages likely to be suffered and incurred by the Party entitled to receive the same and are not by way of penalty.

(f) references to any legislation or any provision thereof shall include amendment or re-enactment or consolidation of such legislation or any provision thereof so far as such amendment or re-enactment or consolidation applies or is capable of applying to any transaction entered into hereunder;



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(g) references to laws of India or Indian law or regulation having the force of law shall include the laws, acts, ordinances, rules, regulations, bye laws or notifications which have the force of law in the territory of India and as from time to time may be amended, modified, supplemented, extended or re-enacted;

(h) the table of contents, headings or sub-headings in this Agreement are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this Agreement;

(i) the words "include" and "including" are to be construed without limitation and shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases;

(j) references to "development" include, unless the context otherwise requires, construction, renovation, refurbishing, augmentation, upgradation and other activities incidental thereto, and "develop" shall be construed accordingly;

(k) any reference to any period of time shall mean a reference to that according to Indian Standard Time;

(l) any reference to day shall mean a reference to a calendar day;

(m) reference to a "business day" shall be construed as reference to a day (other than a Sunday) on which banks in Hyderabad are generally open for business;

(n) any reference to month shall mean a reference to a calendar month as per the Gregorian calendar;

(o) references to any date, period or Project Milestone shall mean and include such date, period or Project Milestone as may be extended pursuant to this Agreement;

(p) any reference to any period commencing "from" a specified day or date and "till" or "until" a specified day or date shall include both such days or dates; provided that if the last day of any period computed under this Agreement is not a business day, then the period shall run until the end of the next business day;

(q) the words importing singular shall include plural and vice versa;

(r) references to any gender shall include the other and the neutral gender;

(s) "Lakh" means a hundred thousand (100,000) and "crore" means ten million (10,000,000);



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(t) "indebtedness" shall be construed so as to include any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or contingent;

(u) save and except as otherwise provided in this Agreement, any reference, at any time, to any agreement, deed, instrument, licence or document of any description shall be construed as reference to that agreement, deed, instrument, licence or other document as amended, varied, supplemented, modified or suspended at the time of such reference; provided that this Sub-clause shall not operate so as to increase liabilities or obligations of the Authority hereunder or pursuant hereto in any manner whatsoever;

(v) any agreement, consent, approval, Concession, notice, communication, information or report required under or pursuant to this Agreement from or by any Party shall be valid and effective only if it is in writing under the hand of a duly authorised representative of such Party, as the case may be, in this behalf and not otherwise;

(w) references to Recitals, Articles, Sections, Sub-sections, Provisos or Appendix in this Agreement shall, except where the context otherwise requires, mean references to Recitals, Articles, Sections, Sub-sections, Provisos and of or to this Agreement; reference to an Annex shall, subject to anything to the contrary specified therein, be construed as a reference to an Annex to the Appendix in which such reference occurs; and reference to a Paragraph shall, subject to anything to the contrary specified therein, be construed as a reference to a Paragraph of the Appendix or Annex, as the case may be, in which such reference appears;

(x) time shall be of the essence in the performance of the Parties' respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence.

1.2.2 Unless expressly provided otherwise in this Agreement, any documentation required to be provided or furnished by the Concessionaire to the Authority shall be provided free of cost and in three copies, and if the Authority is required to return any such documentation with their comments and/or approval, it shall be entitled to retain two copies thereof.

1.2.3 The rule of construction, if any, that a contract should be interpreted against

the parties responsible for the drafting and preparation thereof, shall not apply.

1.2.4 Any word or expression used in this Agreement shall, unless otherwise defined

or construed in this Agreement, bear its ordinary English meaning and, for these purposes, the General Clauses Act 1897 shall not apply.



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1.2.5 Measurements and arithmetic conventions

All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down.

Section 1.3 Priority of Documents

This Agreement, and all other documents forming part of or referred to in this

Agreement are to be taken as mutually explanatory and, unless otherwise expressly

provided elsewhere in this Agreement, the priority of this Agreement and other

documents and agreements forming part hereof or referred to herein shall, in the

event of any conflict between them, be in the following order

(a) This Agreement

(b) The Appendices to the Agreement

(c) The LOI issued to the Concessionaire

(d) The written clarifications issued to the bidders at RFP stage

(e) Written addenda/corrigenda to the RFP

(f) The RFP

(g) The Concessionaire’s Bid



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ARTICLE 2 - CONCESSION

Section 2.1 - Grant of Concession

(a) Subject to and in accordance with the terms and conditions set forth in this

Agreement, the Concessioning Authority hereby grants to the Concessionaire,

and the Concessionaire hereby accepts the exclusive right, authority and

Concession during the Concession Period to undertake the development,

design, engineering, financing, procurement, construction, completion,

commissioning, implementation, marketing, management, administration and

operation and maintenance of the Project at the Project Location enumerated

at Appendix I, on the commercial format, and exercise and/or enjoy the

rights, powers, privileges, Concessions and entitlements as set forth in this

Agreement (collectively the “Concession”).

(b) The Concession granted herein includes, subject to the provisions hereof, the

exclusive right of the Concessionaire to:

i. hold, occupy, enter upon and use the Project Location for

implementing the Project, establishing the Project Facilities and

executing the Works and to make at its cost and expense such

development, construction and improvements therein or thereon as

may be necessary or appropriate to implement the Project subject to

and in accordance with the provisions of this Agreement;

ii. letting out spaces at the Project Location and/or Project Facilities for

advertisement’s / Optional Facilities through licensing, franchising,

management service, sub-contracting or other suitable arrangements

on mutually agreed market driven conditions (“Contractual

Arrangements”) with any Persons of its choice;

iii. determine, revise, charge, demand, collect, recover, retain and

appropriate, the Tariff at market driven rates from the ’persons

desirous of utilizing the space at the Project Facilities for the display of

advertisements or installation of Commercial Facilities within Public

Amenities Centre; and

iv. Carry out such other activities incidental to the foregoing or proper or

desirable for the safe, efficient and economic implementation and

operations of the Project.

v. The Concessionaire shall take note of the agreement entered by the

Concessioning Authority for FOB, There is one FOB located at Chainage



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1125 near Infosys Campus & ISB main entrance which was developed

on PPP mode and commenced in the year 2013 and valid for 20 years.

(c) The Concessionaire shall, on the date of issuance of Vesting Certificate by the

Expert Committee, transfer and hand over the Project, Project Facilities and

the Project Assets to the Concessioning Authority or its nominated agency in

accordance with the provisions hereof.

(d) The Concessionaire shall not part with or create any Encumbrances on the

whole or any part of the Project Location, Project Assets, Project Facilities

save and except as expressly permitted under this Agreement; provided that

nothing contained herein shall be construed or interpreted as restricting the

right of the Concessionaire to appoint Contractors, to enter into Contractual

Arrangements and to assign its rights here under and create a security

interest in favour of the Lenders in accordance with the provisions of this

Agreement.

Section 2.2 - Concession Period

The Concession Period is .................... that shall commence from the date of

signing of the Agreement. From such date till the end of Concession Period of

................... or the earlier termination or any extension of this Agreement in

accordance with the terms and conditions hereof, during which the Concessionaire is

authorized to implement the Project and make commercial use thereof in accordance

with the provision of this Agreement. For the avoidance of doubt, the Concession

Period shall include the period of construction.



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ARTICLE 3 - CONDITIONS PRECEDENT

Save and except as may otherwise be expressly provided herein, the rights and

obligations of a Party under this Agreement shall be subject to the satisfaction in full

of the Conditions precedent relating to the other Party (the “Conditions

Precedent”).

Section 3.1 - Conditions Precedent for Concessioning Authority

The Concessioning Authority shall have

(a) Provided to the Concessionaire, permission/license to undertake the Project in

the Project Location through an ‘Order’ in accordance with the terms of this

Agreement and handed over the physical possession of the Project Location

to the Concessionaire;

(b) granted advertisement rights and rental rights of the Cycle and license rights

over commercial facilities within Public Amenities Centre to the Concessionaire

for generating revenue for the agreed Concession Period; and

(c) made necessary arrangements (in co-ordination with the line departments)

for procuring necessary approvals from the Government of Telangana (GoT)

departments, agencies for administrative sanctions to enable the

Concessionaire to commence the implementation of the Project.

(d) TSIIC shall facilitate the selected Developer towards shifting of all utilities/

infrastructure including power lines that are present within the proposed

Project Location. Such shifting shall be done in coordination with and

approval/ clearance from the concerned departments/ authorities and the

selected developer shall pay applicable fees and charges to the concerned

authorities for the purpose of shifting however TSIIC shall reimburse the

same as per actuals and hence the cost of shifting is not considered in the

project cost.

The above Conditions Precedent are required to be satisfied by the Concessioning

Authority within a period of [3] (three) months from the date of this Agreement.



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Section 3.2 - Conditions Precedent for Concessionaire

The Concessionaire shall have

(a) made all the applications at its cost and procured the technical alliances,

Applicable Permits required for commencing construction and execution of the

Works unconditionally or if subject to conditions then all such conditions have

been satisfied in full and such Applicable Permits are in full force and effect and

the Concessionaire is in compliance with the conditions of grant thereof and

they are valid and effective;

(b) Submitted atleast three alternative concepts along with three dimensional (3D)

views and the architectural/ G.A. (General Arrangement) drawings of the

finalized concept - all within one month of date of signing of this Agreement.

(c) provided the Concessioning Authority notarised true copies of its constitutional

documents and board resolutions authorising the execution, delivery and

performance of this Agreement by the Concessionaire;

(d) achieved financial assistance as per Section 8 of this Agreement and provided

notarised true copies of the Financing Documents to the Concessioning

Authority along with soft copies;

(e) provided Construction Performance Security to the Concessioning Authority;

(f) confirmed in writing that all the representations and warranties of the Preferred

Bidder/Concessionaire set forth in the Bid and forming part of this Agreement

are true and correct as on the date of execution of this Agreement and the

Compliance Date

(g) DPR: The Concessionaire shall submit a DPR within a month from the date of

receiving LoI/LoA to the Concessioning Authority.

Provided that upon request in writing by the Concessionaire, the

Concessioning Authority may, in its sole discretion, waive fully or partially

any or all the Conditions Precedent set forth in this Section 3.2.

The above Conditions Precedent are required to be satisfied by the Concessionaire

within a period of [3] (three) months from the date of this Agreement.



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Section 3.3 - Obligations to Satisfy Conditions Precedent

(i) Each Party shall make all reasonable endeavors at its respective cost and

expense to comply in full with the Conditions Precedent relating to it within

a period of Three (3) months from the date of execution of this

Agreement or any extension agreed to between the Parties.

(ii) The later of the date within such days when the Concessioning Authority and

the Concessionaire both fulfill their Conditions Precedent (unless

Concessioning Authority waives the same for the Concessionaire) shall be

the date from which the obligations of the Parties hereunder shall

commence (the “Compliance Date”).

Section 3.4 - Non-fulfillment of Conditions Precedent

(a) In the event the Conditions Precedent for the Concessionaire have not been

fulfilled within the stipulated time and the Concessioning Authority has not

waived, fully or partially, such conditions relating to the Concessionaire, this

Agreement shall cease to have any effect as of that date and shall be deemed

to have been terminated by the mutual agreement of the Parties and no

Party shall subsequently have any rights or obligations under this Agreement

and TSIIC shall not be liable in any manner whatsoever to the

Concessionaire or Persons claiming through or under it.

(b) In the event that possession of the Project Location has been delivered to the

Concessionaire prior to the fulfillment in full of the Conditions Precedent,

upon the termination of this Agreement under this Section 3.4, the Project

Location shall immediately revert to the Concessioning Authority, free and

clear from any Encumbrances and along with all Easement Rights,

irrespective of any outstanding mutual claims between the Parties.

(c) In the event this Agreement is terminated due to non-fulfillment of the

Concessionaire’s Conditions Precedent and the same is not due to

Concessioning Authority default, Concessioning Authority shall forfeit the

Project Development Fee furnished by the Concessionaire and retain the

Construction Performance Security as damages.

(d) In the event this Agreement is terminated due to non-fulfillment of the

Concessioning Authority’s Conditions Precedent, the Concessioning Authority



22

shall upon such termination return/refund in full the Construction

Performance Security to the Concessionaire, unless the Concessioning

Authority’s failure to fulfill its Conditions Precedent is as a result of the

Concessionaire’s default, in which case the Concessioning Authority shall

forfeit the Construction Performance Security as damages.

(e) Instead of this Agreement terminating as provided in this Section 3.4, the

Parties may by mutual agreement extend the time for three more months or

more for fulfilling the Conditions Precedent. In such case, the Concessioning

Authority shall compensate the Concessionaire by extending the Concession

Period accordingly.



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ARTICLE 4 - PROJECT LOCATION

Section 4.1 – Possession of Project Location

(a) The signing of this Agreement and fulfillment of Conditions Precedent by both

the Parties is deemed to provide the Concessionaire with access to the Project Location. The Project Location for the proposed Projects are at the key locations as enumerated at Appendix II.

(b) The Parties shall, within 15 (fifteen) days of the Concessioning Authority’s

notice in this behalf to the Concessionaire prior to the Compliance Date, carry out through their duly authorised representative, a joint inspection and verification of all the real estate, structures, land, buildings and record the report thereof in a memorandum duly signed by the Parties/their representatives. The participation of the Concessionaire in such joint inspection shall be mandatory. The Concessionaire shall carry out at its cost a due diligence of all Encumbrances at, on or under the Project Location and notify the same to the Concessioning Authority, which shall take prompt action for removing the same.

(c) The Concessioning Authority shall bear all the costs of making available the

Project Location to the Concessionaire and be liable to remove/relocate at its cost all Persons that may have to be displaced from the Project Location, including the payment of compensation, if any, to such Persons or litigation pursuant thereto and the Concessionaire shall not be liable in this behalf.

(d) The possession of the Project Location granted hereunder by the

Concessioning Authority shall be on an “as is where is basis” the vacant possession of all the land and rights comprising the Project Location, free from Encumbrances, and together with the Easement Rights and with the full and free right and liberty of way and passage and other rights in relation thereto and the right, authority and license to implement the Project thereat in accordance with the provisions of this Agreement, for a period that shall be co-terminus with the Concession Period.

Section 4.2 - Use of Project Location

(a) The Concessionaire shall not without prior written consent or approval of the

Concessioning Authority, use the Project Location for any purpose other than for the purposes of implementing the Project and commercial use of the Project Location in accordance with the provisions of this Agreement and purposes incidental thereto or as may otherwise be approved in writing by the Concessioning Authority. The Concessionaire acknowledges, accepts, confirms and agrees that this is an essential condition of this Agreement.



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(b) The Concessionaire shall maintain vigil over the Project Location during the

Concession Period to prevent encroachments or occupation of the Project Location and in case of any encroachment or occupation forthwith remove the same at its cost and expense and inform the Concessioning Authority thereof.

Section 4.3 - Information about Project Location

(a) The information about the Project Location is provided by the Concessioning

Authority to the Concessionaire in good faith and with due regard to the matters for which such information is required by the Concessionaire. The Concessionaire acknowledges that before entering into this Agreement, it has had sufficient opportunity to investigate the Project Location, and accepts full responsibility for its condition (including but not limited to its geological condition, any toxic contamination, and the availability or unavailability of adequate supplies of water and electricity); and agrees that it shall not be relieved from any of its obligations under this Agreement or be entitled to any extension of time or financial compensation by reason of the unsuitability of the Project Location (or part thereof) or for any other reason pertaining to the Project Location.



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ARTICLE 5 - OBLIGATION OF PARTIES

Section 5.1 - Obligations of the Concessionaire/Preferred Bidder

In addition to and not in derogation or substitution of any of the obligations, undertakings, terms and conditions or covenants set out elsewhere in this Agreement, the Concessionaire shall, without qualification, at its own cost and expense observe, undertake, perform and comply during the Concession Period with the following obligations:

(a) The Concessionaire shall design, plan, develop, finance, construct, market, administer, manage and operate and maintain the Project/Project Facilities, including without limitation the necessary infrastructure, services and facilities, during the Concession Period strictly in accordance with the provisions of this Agreement, Development, Controls, Specifications and Standards enumerated at Volume-II of the RFP, Applicable Laws, terms of Applicable Permits and Good Industry Practice. The Concessionaire shall, for such purposes do all such acts, deeds and things, as may be required under this Agreement.

(b) Minimum Development Obligations (MDOs): The Concessionaire shall plan,

design, develop and operationalise the Essential facilities within Six (06) Months from the date of this Agreement in accordance with the RFP stipulations.

Other Obligations:

i. The designs of the project facilities shall be finalized in consultation with

the TSIIC.

ii. Pedestrians & passengers shall be provided with unlimited and

unrestricted access to use the project facilities, round the clock, free of

cost

iii. Operate and Maintain the Project facilities as per the ISO- 9001: 2008

Standards or equivalent

(c) The Concessionaire shall arrange for the shifting of all utilities/

infrastructure including power lines that are present within the proposed Project Location only if they are intervening with the Project construction. Such shifting shall be done in coordination with and approval/ clearance from the concerned departments/ authorities and shall pay the applicable fees and charges to the concerned authorities for the purpose of shifting. The shifting shall be the responsibility of the Concessionaire and Concessioning Authority shall extend its best support/ facilitation to the Concessionaire in achieving the same. Also, all the fees and charges paid to the authorities like TSCPDCL, HMWSSB, etc. by the Concessionaire towards shifting of such utilities/ infrastructure shall be reimbursed to by the



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Concessioning Authority on production of relevant bills. TSIIC shall also facilitate and extend its support to Concessionaire for utility shifting & Clearance of all encroachments by appointing a single point contact for these project.

(d) Also at any time during the Concession period, if the Project Facilities &

other Optional facilities have to be removed or replaced or renovated due to road widening or any other reason (any Government implementation initiatives such as Strategic Road Development Plans, Metro corridors, etc.), then the Concessionaire shall shift such facilities to a mutually agreed location (within the TSIIC IALA’s within the HMDA’s jurisdiction) at its own expenses. However, TSIIC shall compensate the Concessionaire for such replacement / relocation / renovation and also the revenue loss from the advertisements and commercial spaces (ATMs/ Kiosks), if any, by extending the Concession period. Such additional Concession time period will be decided as per the projected revenues which will be computed based on the latest year revenues from the project facilities with an annual increment of 5% ever year.

(e) In case of any delay in shifting of the utilities due to which the Project

could not be completed and provided that such delay is not due to any default or negligence on the part of the Concessionaire or Persons claiming through or under it, Concessioning Authority may commensurate the loss of time period by extending the Concession Period proportionately.

(f) In implementing the Project, the Concessionaire shall ensure compliance by

itself and Persons claiming through or under it with all Applicable Laws, including construction laws, traffic safety regulation, guidelines and the terms of Applicable Permits and the Concessionaire shall be entirely liable for any violations or breaches thereof and indemnify and keep indemnified the Concessioning Authority from and against all liabilities and costs in this behalf.

(g) The Concessionaire shall open the Pedestrian Walkway, Toilets to the

public free of cost within (06) Six months from the date of signing of Concession Agreement and till the end of the Concession Period.

i. If the Essential Project Facilities are not opened to public free of cost, the

Concessioning Authority upon verifying and confirming the same shall issue a notice to the Concessionaire to pay a penalty of minimum Rs. 10,000/-(Rupees ten thousand only) per day computed for number of days of such default. If the Concessionaire does not make the payment and/or does not rectify and operate the Project Facilities as per the standard timings defined, the Performance Security shall be forfeited (partly/ wholly) without any prior notice. The Concessionaire shall top up the said Performance Security to the extent forfeited within fifteen days of



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Concessioning Authority’s notice. In case the Concessionaire does not fulfill the above, it will be treated as event of default as per clause 14.1 a (i) and TSIIC shall have right to terminate this Agreement.

ii. In case of non-performance of any of the Project Facilities– not opened to

public use for a period more than seven days, then the Concessionaire shall immediately remove the optional facilities. In case of non-adherence to the above, the relevant Performance Security shall be forfeited (partly/ wholly) without any prior notice. The Concessionaire shall top up the said Performance Security to the extent forfeited within fifteen days of the Concessioning Authority’s notice. If the non-performance of the Project Facilities are not rectified even after a period of one month, it will be treated as an event of default as per clause 14.1 a (i) and TSIIC shall have right to terminate the agreement.

(h) The Concessionaire shall provide or arrange at its cost during the Concession Period power, electricity, solid waste disposal and other facilities required from time to time in respect of the construction, operation and maintenance of the Project/Project Facilities and be in compliance to the requirements relating thereto under the Applicable Laws, terms of Applicable Permits and Good Industry Practice.

(i) The Concessionaire shall obtain and maintain at its cost all Applicable

Permits, (including all environmental permits), from the State /Central Government or their agencies, as may be required for implementation of this Project and running the facility. The Concessionaire shall maintain such Applicable Permits in full force and effect so long as it is necessary in order for the Concessionaire to perform its obligations hereunder

(j) The Concessionaire shall be solely and exclusively responsible for the

recruitment, transportation, accommodation, catering, payment of the salaries, wages and other payments and costs incidental thereto, health, hygiene, safety etc. payable under Applicable Laws arising from the respective terms and conditions of employment of all labor and personnel employed by the Concessionaire, its Contractors, agents and representatives on or in connection with the Works at the Project Location under or through whatever legal relationship;

(k) The Concessionaire shall make efforts to maintain harmony and good

industrial relations among the labor and personnel employed in connection with the performance of the its obligations under this Agreement, whether by itself or through the sub-contractors, and be the principal employer in respect of such labor and personnel. The Concessionaire shall be solely responsible and liable for compliance with all Applicable Laws, including labor and local laws, pertaining to the employment of labor, staff and personnel by it and its Contractors for implementing the Project and the



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Concessioning Authority shall not be liable in any manner whatsoever in respect of such employees and their employment.

(l) The Concessionaire may sub-contract at its cost and risk to Contractors

possessing the required skill, expertise, capacity and technical and financial qualifications, the designing, engineering, procurement, fabrication and construction of civil / mechanical / electrical engineering structures / equipment, and / or operation and maintenance of the Project or any part thereof provided the Concessionaire shall at all times be solely responsible and liable for any defect, deficiency or delay in the construction and erection of the structures/equipment or any part thereof and for the operation and maintenance of the Project in accordance with the provisions of this Agreement and provided further that this does not result in the carrying out of the whole or substantially the whole, as determined by the Concessioning Authority, of the Works by the Contractors. The Concessionaire shall ensure that any of its obligations, which are relevant to the scope of work of a Contractor pursuant to this Agreement are incorporated in the terms and conditions under which such Contractor is retained.

(m) For the avoidance of doubt, it is hereby clarified that notwithstanding the

appointment of a subcontractor by the Concessionaire for any of the aforesaid purposes, the Concessionaire shall remain responsible for obligations performed or to be performed by the subcontractors to the same extent as if such obligations were to be always performed by the Concessionaire and shall at all times be solely responsible for any defect, deficiency or delay by the subcontractor in the implementation of the Project/execution of Works.

(n) The Concessionaire further undertakes and covenants that it shall be solely

responsible for all payments to be made to the subcontractors and shall indemnify the Concessioning Authority and keep it indemnified and harmless from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys' fees and disbursements) and expenses that the TSIIC may incur, insofar as such losses directly arise out of, in any way relate to, or result from the non-performance by the Concessionaire of its obligations to the Subcontractors including non-payment of any monies to such Subcontractors.

(o) The Concessionaire shall provide to the Concessioning Authority notarised

true copies of every Transaction Document duly executed, to which the Concessionaire is a party, including any related instruments, deeds, contracts, supplemental agreements and other such documents relating thereto and of any amendments, supplements or replacements etc. thereof within 15 (fifteen) days of such execution or amendment etc.



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(p) Not make any replacement, modification or amendment to any of the Transaction Documents at any time without the prior written consent of the Concessioning Authority if such replacement, modification or amendment has or may have the effect of imposing or increasing any financial liability or obligation on the Concessioning Authority and in the event any replacement, modification or amendment is made without such consent, the Concessionaire shall not enforce such replacement, modification or amendment nor permit enforcement thereof against the Concessioning Authority.

(q) Comply with its obligations set out in the Transaction Documents.

(r) Ensure and procure that each Project Contract contains provisions that

would entitle Concessioning Authority or a nominee of the Concessioning Authority to step into such contracts at the Concessioning Authority’s discretion, in place and substitution of the Concessionaire in the event of termination pursuant to the provisions of this Agreement.

(s) Not enter into any material contract, including without limitation, any EPC

contract or agreement with any affiliated party related to or in connection with the Project unless the principal terms including consideration is reviewed, assessed and approved by the Independent Engineer/Consultant prior to the execution of any such contract.

(t) The Concessionaire shall provide to the Concessioning Authority and the

Independent Engineer/Consultant/Expert Committee, reports on a regular basis during the Concession Period in accordance with the provisions of Article 7 and as set forth elsewhere in the Agreement and at all times provide the Concessioning Authority such information, data and documents as the Concessioning Authority may reasonably require.

(u) The Concessionaire shall take all reasonable precautions for the prevention

of accidents on or about the Project Location and provide all reasonable assistance and emergency medical aid to accident victims. For this purpose Concessionaire shall maintain liaison with emergency service providers and seek necessary police assistance on payment of applicable charges for the provision of such services as are not provided in the normal course or are available only on payment.

(v) The Concessionaire shall adhere to all the norms of fire safety, etc., and

also obtain the insurance coverage for the Project Facilities and third party insurance for the facilities user (pedestrians).

(w) The Concessionaire shall pay all fines, late fees and other outgoings in

relation to the use of utilities and services by the Concessionaire or its Contractors and agents during the implementation and operation of the



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Project such as water supply, sewage disposal, fuel, garbage collection and disposal, electric power, gas, telephone and other utilities and ensure avoidance of any disruption thereof due to disconnection or withdrawal of such utility.

(x) The Concessionaire shall undertake marketing of advertisements right,

Optional Facilities at its cost and expense and liaison with sector players, and interested parties etc.

(y) The Concessionaire shall maintain required insurances in accordance with

the provisions hereof.

(z) The Concessionaire shall provide all assistance to the Concessioning Authority and the Independent Engineer/Consultant/Expert Committee as they may reasonably require for the performance of their duties and services under this Agreement;

(aa) The Concessionaire shall be responsible for safety, soundness and

durability of the Project Assets including all structures forming part thereof and their compliance with the Specifications and Standards.

(bb) The Concessionaire shall subject to the provisions hereof, achieve Project

Completion within 06 (Six) months from the date of the Concession Agreement.

(cc) The Concessionaire shall hand over the Project /Project Assets free from

Encumbrances and encroachments to the Concessioning Authority or its nominated agency upon the expiry/termination of the Concession Period/this Agreement

(dd) The Concessionaire shall promptly carry out at its cost such further works

as may be necessary to remove any defects or deficiencies observed by the Independent Engineer/Consultant and ensure completion of the construction of the Project in all respects in accordance with the provisions of this Agreement;

(ee) The Concessionaire shall confine its activities to the Project Location and to

any additional areas arranged by the Concessionaire at its cost and not encroach upon, damage or degrade adjacent land and be liable for all costs and consequences for its failure to do so;

(ff) The Concessionaire shall commence Commercial Operations of the Project

Facilities only upon issuance of the Completion Certificate.

(gg) The Concessionaire shall operate, maintain, manage, repair the Project/Project Facilities at its cost and risk during the Operations Period,



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strictly in accordance with the provisions of this Agreement, Development Controls and Technical Specifications as enumerated at Volume-II of the RFP, the Applicable Laws, the terms of Applicable Permits and Good Industry Practice.

(hh) The Concessionaire shall undertake the Essential facilities development,

implementation, operation and maintenance strictly in accordance with the following minimum specifications and as per the terms and conditions stipulated in this RFP.


Minimum clear walking width of 1.80 meters and length of 3.50 Km on L.H.S

side of the ISB road (i.e., towards IDBI, Infosys, Wipro side)


Tactile pavers (width of 300 mm) – Guiding the pedestrians with vision

impairment

Pedestrian walkway shall be raised 150mm from the proposed adjoining cycle

track




Minimum clear cycle riding track width of 2.0 meters and length of 3.50 Km on

L.H.S side of the ISB road


Side railing over the kerb placed near the main carriageway along 3.50 Km,

subject to the entrance gates to the existing property holders.

Develop at least 3 cycle parking docks each with a capacity of at least 10 cycles

as approved by TSIIC and also procure at least 25 (no) of bicycles

c) Themed landscape

Beautification of street with thematic plantation (shrubs/plants) wherever

applicable

Lawn development including ornamental / flowering shrubs between the

property line & proposed pedestrian walkway all along the stretch on LHS




d) Vertical Garden

Vertical garden with creepers and ornamental species with minimum height of

3m and minimum stretch of 510 meters from chainage 1670 to 2180


Develop maximum of four (04) nos. of Public Amenities centers (Only on the L.H.S of

ISB road) each of an area not exceeding 500 sq ft and width of maximum 2.5 m



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Centers


Procurement of at least Thirty (30) no. of Solid waste management bins

(Segregated bins – Plastic, Paper & Cans) and

a. Procurement of at least five (05) digital directional signage boards

Providing street furniture at regular or necessary intervals to the Pedestrian,

physical challenged people and cyclist

a) Optional Facilities

Optional facilities shall mean the commercial facilities like Advertisements space,

Food courts, ATMs/ Kiosks as approved by TSIIC. However, the details of such

optional facilities are indicated below;







Boards on Public Amenities

Centre (Backlit system)

6 X 4 04


Commercial food courts/ snack

bar / ATM / kiosks etc.

500 sq ft each

including toilets

4

**The tentative locations of the Public Amenities are earmarked in the map enclosed as Annexure-II, however, the Selected Bidder may erect advertisement facilities (as per the permitted numbers and sized mentioned in herein above) along the project stretch i.e. L.H.S and Central Median of the ISB Road, without causing any disturbance to the abutting properties. These advertisement locations are to be specified in the conceptual plans & DPR and duly approved by the Authority.



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b) Special Conditions

i. The Concessionaire shall prepare at least three (03) conceptual plans /

designs (with 3D views) of the project for the entire stretch of 3.50 Km,

the design shall be modern, innovative, creative and attractive. The

conceptual plan shall clearly indicate the location and the design of the

advertisement Hoarding especially the Unipoles and Public Amenities

centre. The design should be such that it doesn’t affect the free, smooth

and safe movement of the traffic.

ii. Based on the designs & views submitted by the Concessionaire, TSIIC

shall approve anyone of such designs and the Concessionaire may

commence implementation of such approved design.

iii. The Concessionaire shall provide or arrange at its own cost (during the

Concession Period) the required facilities such as power, electricity, solid

waste disposal and any other associate facilities required from time to

time in respect of the construction, operation and maintenance of the

Project/Project facilities and be in compliance to the requirements relating

thereto under the Applicable Laws, terms of Applicable Permits and Good

Industry Practice. However, TSIIC will extend their support in submitting

the required requisite to the concern authorities.

c) More details on the technical specifications of the above are indicated in the

Volume II: Development Controls and Technical Specifications of this RFP.

d) TSIIC shall be the final Authority in case of any uncertainty in interpretation

of the specifications

(ii) The Concessionaire shall in accordance with and subject to the provisions of this Agreement, undertake or manage, inter alia, the following areas:

I. Preparation of three alternative concepts with 3D views along with the

Architectural/G.A drawings for the finalized option within one month of

agreement signing and Structural Designs for the Project Facility including

optional facilities and other Designs and Drawings within 3 months;

i. Arranging the financing for the Project, including mobilization of debt

and equity;

ii. Procurement of Applicable Permits for commencing and implementing

the Project;

iii. Award of Project Contracts in respect of engineering, procurement,

construction and operation and maintenance of the Project;

iv. Timely implementation of the Project in accordance with the provisions

of this Agreement, including the Specifications and Standards, the



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Applicable Laws, the terms of the Applicable Permits and Good

Industry Practice.

v. Marketing of the advertisement rights and optional facilities;

vi. Compliance with the provisions of this Agreement relating to liability

and indemnification; and

vii. Implementation of measures for safety, security and protection of the

works, property, life and materials at the Project Location and the

environment.

II. Change of Management of the Preferred Bidder (Lead Member in case of

Consortium) is not allowed within construction time and initial two years of

project operations. However, after the aforesaid period and with the prior

approval of TSIIC, change of management may be allowed.

III. In case of a Consortium, the Consortium Agreement shall be valid for at least

three years from the date of Consortium Agreement.

Section 5.2 - Obligations of Concessioning Authority

In addition to and not in derogation or substitution of any of the obligations,

undertakings, terms and conditions or covenants set out elsewhere in this

Agreement, the Concessioning Authority agrees and undertake as under:

(a) The Concessioning Authority shall, at the request of the Concessionaire,

grant Applicable Permits with reasonable promptness that are in its authority

and capacity to grant and, as the case may be, assist but without guarantees

and/or without assuming any responsibility in that behalf and issue

recommendatory letters and make best efforts to assist the Concessionaire in

obtaining all the Applicable Permits from Government Authorities,

Concessions to import equipment and materials required for the Project and

immigration clearances, employment permits and residential premises for

any foreign personnel engaged or employed by the Concessionaire in

connection with the implementation of the Project, including renewals

thereof; provided that nothing contained in this provision shall relieve the

Concessionaire of its obligations under this Agreement to obtain the

Applicable Permits and of being in compliance with the requirements of the

same, provided further that the Concessionaire (i) provides to the

Concessioning Authority all necessary relevant details and other information

as may reasonably be required by the Concessioning Authority and (ii) keeps

the Applicable Permits in force and effect throughout the Concession Period.



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(b) Upon written request from the Concessionaire, assist the Concessionaire in

obtaining access to all necessary infrastructure facilities and utilities, and on

terms no less favorable to the Concessionaire than those generally available

to commercial customers receiving substantially equivalent facilities/utilities.

(c) In the event of any action or suit to prevent, prohibit or otherwise challenge

the Project by any Government Authority, trade union, environmental group

or any other Person or organization, which might reasonably be expected to

materially and adversely affect the Project Assets, the implementation of the

Project or the enjoyment by the Concessionaire of its rights and benefits

under the Concession granted herein, the Concessioning Authority shall, if

requested by the Concessionaire in writing, on a best effort basis, take such

reasonable action as is available to it to challenge and to mitigate such

effects.

(d) The Concessioning Authority shall assist the Concessionaire in obtaining

police assistance against payment of prescribed costs and charges, if any, for

maintaining security at the Project Location.



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ARTICLE 6 - PROJECT IMPLEMENTATION

Section 6.1 - Architectural and Structural Designs

(a) The Concessioning Authority shall constitute an ‘Evaluation Committee’

consisting of the members as it deems fit, for bid evaluation and approval of

the Architectural and Structural Design prepared by the Concessionaire.

(b) Within one month from the date of signing of this Agreement, the

Concessionaire shall at its cost prepare as per the RFP terms and submit to

the Concessioning Authority and the Evaluation Committee, the architectural

design / G.A. drawings for the Project for approval by TSIIC as finalized

from the three alternative concepts submitted.

(c) The detailed architectural and structural design for the Project shall, inter

alia, set out the full details of the developmental activities proposed to be

carried out by the Concessionaire for implementation of the Project,

proposed order, sequence and method of working, the steps, procedures and

processes undertaken and to be undertaken by the Concessionaire, the

Project Implementation Schedule with the Project Milestones, with milestone

dates, names of likely subcontractors/ vendors etc., plans for mobilization of

finances, plans for marketing the advertisement rights / Optional Facilities

and such other similar details which define and clarify the method and

direction of the Concessionaire’s plans for the implementation of the

Project.

(d) The Concessioning Authority and the Evaluation Committee shall review the

Architectural Designs submitted by the Concessionaire for conformity with

the Specifications and Standards and in the event the Evaluation Committee

has any objection, it shall promptly within “7(seven) working days” from the

submission date by the Concessionaire, notify the Concessionaire of its

objections, seek clarifications or suggest changes or modifications or

corrections thereto. Thereupon the Concessionaire shall within “7(seven)

working days” of such notification provide necessary clarification to the

Concessioning Authority and the Evaluation Committee and/ or re-submit the

revised Designs or part thereof, as the case may be, after incorporating the

changes, modifications or corrections suggested by the Concessioning

Authority and the Evaluation Committee.



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(e) If the Concessioning Authority and the Evaluation Committee does not object

to the detailed architectural design submitted to it by the Concessionaire

within “15 working days” of its submission, Concessioning Authority and the

Evaluation Committee shall be deemed to have approved such architectural

design. Within “15 (fifteen) working days” after the Architectural Design is

approved, the Concessionaire shall submit the Evaluation Committee, the

Structural Design, duly verified & approved by the Independent Agency

appointed/designated by the Concessioning Authority. Once such Structural

Design is complete, the Concessionaire shall be entitled to proceed with the

Project accordingly. However the Concessionaire expressly, agrees and

confirms that non-communication of any comments by the Concessioning

Authority and / or the evaluation committee in terms of above clause shall

not mean or be construed to mean that the right of the Concessioning

Authority or the Evaluation Committee to notify the objections / comments /

or to suggest modifications in architectural and structural design is forfeited.

(f) Notwithstanding any express or deemed approval or failure to review by or

the comments or observation of the Concessioning Authority and / or the

Evaluation Committee in relation to the architectural and structural design,

the Concessionaire shall be solely responsible for any defect and/or

deficiency therein or any part thereof and accordingly the Concessionaire

shall at all times remain solely responsible for the technical feasibility,

operational capability and reliability of the Project and shall not be relieved or

absolved in any manner whatsoever of any of its obligations hereunder. The

Concessionaire shall rectify or cure the any such defect within 15 days from

date of notice from TSIIC.

In case of default, the Concessionaire shall pay a penalty of minimum Rs.

10,000/-(Rupees ten thousand only) per day computed thereof for number of

days after completion of 15 days period.

(g) Any design, drawing or specification provided by the Concessioning Authority

to the Concessionaire shall only be indicative and the Concessionaire shall

accept the same at its sole risk, cost and consequence. The Concessioning

Authority or Evaluation Committee shall not be responsible or liable in any

manner for the accuracy, completeness or otherwise of the architectural and

structural design or the construction and implementation of the

Project/Works by the Concessionaire on the basis thereof, irrespective of any



38

perusal or review thereof or comment thereon by the Concessioning

Authority and / or the Evaluation Committee.

Section 6.2 - Development of Project Location and Implementation of Works

The Concessionaire shall commence construction of the Works for the development and implementation of the Project within 1 (One) week of the Compliance Date (“Construction Commencement Date”). The Concessionaire shall, by itself or through its subcontractors, at its cost and risk undertake the development of the Project Location, including land filling, leveling, clearing, shifting of utilities, landscaping and demarcation and division of the Project Location etc. for establishment of the Project Facilities, in accordance with the provisions of this Agreement, Development Controls and Technical Specifications and Good Industry Practice.

Section 6.3 - Project Completion

(a) The Concessionaire shall complete the Construction works in respect of

the Essential Facilities, which constitute the Minimum Development Obligations within a period of Six (06) months from the Agreement Date, which may be extended under the provisions of this Agreement or by mutual agreement of the Parties.

(b) The Project shall be deemed to be complete and open for Commercial

Operations only when the Completion Certificate is issued by the Independent Engineer (the “Project Completion”). The Completion Certificate shall specify the date on which, in the opinion of the Independent Engineer the Project was completed and ready for Commercial Operations (the “Commercial Operations Date”).

(c) For the avoidance of doubt, Project Completion herein refers to the

construction and completion of the Essential Facilities in accordance with the provisions hereof, which constitutes the Minimum Development Obligations of the Concessionaire. The Concessionaire may design, construct, complete, commission, operate and maintain the Optional Facilities strictly in accordance with the provisions of this Agreement, Development Controls, Specifications and Standards as set forth at Volume-II of the RFP and Good Industry Practice, at any time during the Concession Period; provided that (i) the procedures for testing and certification of construction and completion thereof shall be as set forth herein in respect of the Essential Facilities; (ii) the Optional Facilities shall not be commissioned and commercial operations thereof shall not be commenced prior to the COD/ commercial operations of the Essential



39

Facilities under the Project ; and (iii) since the construction, operation and maintenance of the Optional Facilities is not mandatory, the Concessionaire shall not be required to adhere to any implementation schedule for the construction or completion thereof (optional facilities) and hence would not be liable to pay any liquidated damages in respect of delayed construction or non-construction of the optional facilities. The Concessionaire’s decision not to/failure to construct, complete and commission the Optional Facilities shall not constitute an Concessionaire Event of Default here under.

(d) Subject to compliance with the provisions of this Agreement and the

Applicable Laws, the Concessionaire shall be entitled to undertake the commercial development and use of the Project Facilities. For the avoidance of doubt, the Concessionaire shall have no right and authority to sub-let the Project Location to any Person, in full or part in any manner, form, arrangement, device except as provided under this Agreement.

Section 6.4 - Marketing of Advertisement Rights & Optional Facilities

(a) The Concessionaire shall be solely responsible for marketing of the

advertisement rights at the Project Facilities and letting out on rent of the Optional Facilities. The Concessionaire shall be entitled to commence such marketing at its cost and risk from the Compliance Date and to accept advances, booking amounts and other considerations from such users(of the Optional Facilities) from such date; provided that Concessioning Authority shall not be liable in any manner whatsoever to any Person in this behalf and the Concessionaire shall disclose the same to such Users.

(b) Advertisement taxes are exempted for the project under this tender during the Concession period.

(c) The Concessionaire shall ensure that the advertising and marketing of the advertisement rights at the Project Facilities and the letting out of the Optional Facilities is carried out in a manner that is consistent with and not in derogation of or conflict with any terms or provisions of this Agreement and the Applicable Laws. The Concessionaire shall ensure that advertising at the Project Facilities and letting out the Optional Facilities shall not, in any manner, affect/harm the project facilities or hinder/restrict the pedestrians from using the Project Facilities. The Concessionaire shall abide by the provisions of the Development Controls, Specifications and Standards as set forth at Volume II of the RFP. The Concessionaire shall comply with the guidelines of Advertising Standards Council of India (ASCI) and other guidelines/ legislations/ Government Orders/Municipal Acts/Bye-Laws etc. relating to advertisement/ commercial publicity/ display of items etc. The



40

Concessionaire shall further ensure that the advertisement has no objectionable and indecent portrays of people, products or any items. The advertisements should not hurt the sentiments of any group or groups of the society.

Section 6.5 – Operation and Maintenance of the Project

(a) Effective from the Project Completion Date and until the end of the

Concession Period, the Concessionaire shall undertake or cause at its cost and risk the operation and maintenance of the Project/Project Facilities, including the infrastructure, works, fire-fighting and other systems and the common services and facilities, in accordance with the provisions of this Agreement, provisions of the Development Controls, Specifications and Standards as set forth at Volume II of the RFP; Good Industry Practice, Applicable Laws and conditions of Applicable Permits, by itself or through Operation and Maintenance (O&M) Contractor or through suitable management/service contractors, without in any way relieving the Concessionaire of its responsibilities, obligations and liabilities as set out in this Agreement; provided that the O&M Contractors shall be appointed not less than 1 (one) month before the Project Completion. Within 1 (One) week of the appointment of such contractors the Concessionaire shall inform the Concessioning Authority of their appointment. In case of O&M Contractor or management/service contractors, the Concessionaire shall exercise appropriate control over them and shall manage, direct, administer and supervise their working so as to ensure compliance with the provisions of this Agreement.

(b) Not later than forty five (45) days before the beginning of each Accounting

Year, the Concessionaire shall provide to TSIIC, its proposed programme of preventive and other scheduled maintenance of the Project subject to the Minimum Maintenance Requirements set forth in Volume II of the RFP necessary to maintain the Project at all times in conformity with the Specifications and Standards (the "Maintenance Programme"). Such Maintenance Programme shall include but not be limited to the following:

(i) intervals and procedures for the carrying out of inspection of all

elements of the Project; (ii) criteria to be adopted for deciding maintenance needs; (iii) preventive maintenance schedule; (iv) intervals at which the Concessionaire shall carry out periodic

maintenance; and (v) intervals for major maintenance and the scope thereof.

(c) The Concessionaire shall make prompt payment of power bills on a monthly

basis or as raised by the Relevant Authority (TSCPDCL) at its own cost. In



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case of non-payment of two subsequent power bills by the Concessionaire and/ or non submission of payment receipt to TSIIC, the Concessionaire is liable to pay penalty at the rate of 18% per annum on the due amount for the period of delay. Further, the Concessioning Authority shall forfeit the Operations Performance Security which is Rs.10,00,000/- (Rupees Ten Lakh only), (part/ whole) for payment of pending bill and/ or the Bank Guarantee submitted by the Concessionaire. In the event of forfeiture of the Operations Performance Security, the Concessionaire shall resubmit the same within 15 days from the date of such notice from TSIIC. If the payment of six consecutive bills is not done, it will be construed as event of default of the Concessionaire as per clause 14.1 a (i) and appropriate action will be initiated as per this Agreement.

(d) The Concessionaire shall make appropriate arrangements for security at the Project Location and abide by the security regulations/procedures prescribed by the Concessioning Authority or any Government Authority from time to time. The Concessionaire may secure assistance of the police force for maintaining security upon payment of routine charges for such services.

(e) The Concessionaire or the Persons claiming through or under it shall be free

to determine the Tariff at market driven rates in respect of the advertisement rights at the project facilities and/or the letting out on rent of the Optional Facilities and shall have the right to demand, collect, retain and appropriate and revise the Tariff; provided that the same shall be in compliance with the requirements, if any, under the Applicable Laws, terms of Applicable Permits and Good Industry Practice.

(f) The Concessionaire may, effective from the Operations Date, grant on license

basis (i) the advertisement rights at the designated spaces at the Project Facilities and (ii) let out the Optional Facilities for running the Optional Facilities, provided that Concessionaire can let out the Optional Facilities for any other purpose, other than the above mentioned with the prior written consent of the Concessioning Authority, on mutually agreed market driven terms and conditions (hereinafter the “Contractual Arrangements”) with any Person of its choice (hereinafter the “Contractual Counter Parties”).

(g) The Concessionaire may determine, demand, collect, revise, retain and

appropriate the Tariff for such Contractual Arrangements at rates determined by the Concessionaire;

(h) All Contractual Arrangements shall be subject to the following terms and

conditions:

(i) such Contractual Arrangements shall not contain any terms or provisions inconsistent with or in derogation of any terms or provisions of this Agreement;



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(ii) the terms and conditions of this Agreement are complied with and as applicable form a part of such Contractual Arrangements and the Contractual Counter Parties, if any, shall be bound by such terms and conditions and be liable and accountable in respect thereof; (iii) the duration of such Contractual Arrangements shall be limited to and be co-terminus with this Agreement /not exceed the Concession Period herein (iv) such Contractual Arrangements shall come into effect and operation only upon the Concessionaire achieving Project Completion in accordance with the provisions of this Agreement unless otherwise authorised by the Concessioning Authority in writing; (vi) Each Contractual Arrangement shall include provisions to the effect that in case of a conflict, direct or indirect, between the provision of this Agreement on one hand and the Contractual Arrangement on the other hand, the provisions of this Agreement, shall prevail and such Contractual Arrangement shall stand modified to that extent; (vii) The Concessionaire shall submit to the Concessioning Authority for its information and records a notarised true copy of the agreements/documents relating to the Contractual Arrangements within 15 (fifteen) days of the date of execution, modification or amendment thereof.

(i) The Concessioning Authority shall not be liable in any manner whatsoever to any entity/Person in respect of any disputes relating to the Contractual Arrangements between the Concessionaire and such entity or Person or otherwise. The Concessionaire shall indemnify and keep indemnified the Concessioning Authority, its employees, agents, representatives and consultants from and against all costs, losses, damages, liabilities, proceedings, litigation, penalties etc. in this behalf.



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ARTICLE 7 - PROJECT MONITORING

Section 7.1 - Independent Engineer/Consultant

(a) The Concessioning Authority shall appoint a consulting engineering

firm/company of engineers having the required experience in similar projects to be the independent consultant under this Agreement (the “Independent Engineer/Consultant”). Such appointment shall be made no later than “7(seven) working days” from the Compliance Date and shall continue for a period until issuance of Completion Certificate. The remuneration, cost and expenses of the Independent Engineer/Consultant shall be borne entirely by the Concessionaire.

For appointment of the Independent Engineer, the following process shall be

followed:

i. The Concessioning Authority shall provide a list of five firms to the

Concessionaire from which the Concessionaire will suggest three firms.

ii. The Concessioning Authority shall select and appoint one firm, from

amongst the three firms suggested by the Concessionaire, as the

Independent Engineer.

(b) The Independent Engineer/Consultant shall monitor the implementation of

the Project, conduct on behalf of the Concessioning Authority the periodic verification of the progress and quality in the construction, issue the Provisional and/or the Completion Certificate and discharge its duties and functions substantially in accordance with the terms of reference set forth in this Agreement. The Independent Engineer/Consultant shall submit periodic reports (at least once in a week) in respect of its functions to the Parties in the form and manner as mutually agreed and provide the Parties such additional information as they may reasonably require from time to time to fulfill their obligations hereunder.

(c) In addition to the Independent Engineer / Consultant, TSIIC shall also have

access to the Project Location, the Project Facilities and to all property, documents, records etc. relating thereto for purpose of inspection, monitoring, ensuring compliance with provisions of this agreement.

(d) The Independent Engineer/ Consultant shall have no authority to relieve the

Concessionaire of any of its obligations or responsibilities under this Agreement. Any proposal, inspection, examination, testing, consent, approval or similar act of or by the Independent Engineer/ Consultant (including absence of disapproval) shall not relieve the Concessionaire from its obligations and responsibilities hereunder.



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(e) In the event the Concessionaire has reason to believe that the Independent Engineer/ Consultant is not discharging its duties and functions in a fair, efficient or diligent manner, it may make a written representation to the Concessioning Authority, supported with necessary documents and specific instances of causes and grievances and seek termination of the appointment of such consultant. Within 7 (seven) working days of the date of such representation, the Concessioning Authority shall hold a tripartite meeting with the Concessionaire and such Consultant for resolving the matter amicably and giving a fair hearing to such consultant. In the event the matter is not amicably resolved within 7 (seven) days of such meeting, the appointment of the Independent Engineer/Consultant shall be forthwith terminated; provided that prior to such termination the Concessioning Authority shall have appointed another Independent Engineer/Consultant to replace the existing one in accordance with the provision of Section 7.1 (a) above. The replacement of the Independent Engineer/Consultant shall be effected so as to maintain the continuity in supervision and monitoring of construction of the Project by it.

Section 7.1A – Expert Committee

The Concessioning Authority and the Concessionaire shall appoint an ‘Expert Committee’ consisting of the two representatives from both the parties, to be Supervising Authority, for the Operation Period, under this Agreement. Such appointment shall be made no later than “7 (seven) working days” from the date of issuance of Completion Certificate and shall continue for a period until issuance of Vesting Certificate.

Section 7.2 - Reporting and Inspection

The Concessionaire shall, in addition to the reporting requirements set forth elsewhere in this Agreement, comply with the reporting requirements hereunder: (a) Construction Period Reports The Concessionaire shall provide to the Concessioning Authority and the Independent Engineer/Consultant a weekly progress report during the Construction Period, which shall contain the following information:

(1) Areas of concern or problem or bottlenecks, impact and corrective action

plans, revised resource planning, details. The critical path schedules shall be updated and included as part of this report in order of priority.

(2) Actual progress made during that week against the construction

schedule including a description in reasonable detail of the work carried out;



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(3) Any matters which have come to light which are likely materially and

adversely to affect the construction of the Project; (4) Any potential or actual deviations from the construction schedule,

provisions of the Development Controls and Technical Specifications as set forth at Volume II of the RFP and Good Industry Practice or otherwise confirmation that construction is proceeding in accordance therewith;

(5) Details of any changes to the proposed date of completion of

construction and the reasons for such changes; and

(6) Written confirmation that all Applicable Permits then required are in full force and effect including a list of such permits.

The Concessionaire shall, without any responsibility for the removal of the above defects/ deficiencies, promptly carry out at its cost such further works as may be necessary to remove the defects and deficiencies observed by the Concessioning Authority/the Independent Engineer/Consultant and ensure construction of the Project/Project Facilities is in all respects in accordance with the provisions of this Agreement. (b) Operation Period Reports The Concessionaire shall provide to the Concessioning Authority and the Expert Committee, a quarterly operation and maintenance progress report during the Operation Period, which shall contain the following information:

a. Summary of operating and financial results for that quarter and

explanations of any major variation between actual and projected results;

b. Maintenance Plan: A maintenance plan for the Project for the next

quarter and a report on maintenance carried out during the previous quarter (including a commentary on any material deviation from expected maintenance activities as set out in the maintenance plan);

c. Other Project and Financial Information

The Concessionaire, after becoming aware, will also provide the information; (i) with respect to any Force Majeure Event affecting the Project; (ii) any actual, pending or threatened material litigation, arbitration, claim or labour dispute relating to the Project; and (iii) details of contravention of any Applicable Law or with the terms of any Applicable Permit and any fines or penalties that have or may thereby be incurred.



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The Concessionaire shall also provide the Information with respect to any Material Adverse Effect in the financial condition of the Concessionaire or the Project promptly following such occurrence. (c) Additional Information The Concessionaire agrees to provide the Concessioning Authority and the Independent Engineer/Consultant/Expert Committee such further information as any of them may reasonably request in order for them to monitor the progress and performance of the Project. (d) Inspection The Concessioning Authority, the relevant Government Authorities and the Independent Engineer/Consultant, Expert Committee and their representatives shall at all reasonable times and upon reasonable notice have access to the Project Location, the Project/Project Facilities and the Works and all related designs, documents, reports, records technology and workmanship to review progress of the construction, operation and maintenance of the Project/Project Facilities and to ascertain compliance with any of the requirements of this Agreement, and to check the progress of the works or for performing statutory duties and the Concessionaire shall provide the necessary cooperation and assistance to them in this behalf. Provided that any failure on the part of the Concessioning Authority, the concerned Government Authorities and the Independent Engineer/Consultant to inspect any work, material, equipment and workmanship etc. shall not, in relation to such work etc. (i) amount to any consent or approval of the Concessioning Authority nor shall the same be deemed to be a waiver of any of the rights of the Concessioning Authority under this Agreement; and (ii) release or discharge the Concessionaire from its obligations or liabilities under this Agreement in respect of such work etc.



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ARTICLE 8 - FINANCIAL COVENANTS

Section 8.1 - Financing for Project

(a) The Concessionaire agrees and undertakes to obtain financing for the design,

development, construction and operation and maintenance of the Project in accordance with the provisions of this Agreement.

(b) The Concessionaire may assign its rights, title or interest or create a security

snterest in respect of its rights under this Agreement or any part thereof, including right, title and interest under this Agreement, in and to the Project Assets, and its right to receive Tariff (including a security interest on its rights, title and interests to the advertisement rights to it and its right to receive monies/advertisement charges, rental from Optional Facilities) in favour of Lenders for securing the Financial Assistance provided or agreed to be provided by the Lenders under the Financing Documents; provided that any such assignment or security interest shall be consistent with the provisions hereof and the lenders are made aware of the same.

(i) Provided that the Concessioning Authority shall be informed by the

Concessionaire as to the creation of any security interest in favour of the Lenders , together with the Lenders particulars within a period of 1 (one) week from the date such security interest comes into existence and provide to the Concessioning Authority within such time notarized true copies of documents/agreements relating thereto. Failure to do so shall amount to an event of default on the part of the Concessionaire and any consequential failure or inability on the part of the Concessioning Authority to provide any notice or intimation to such Lender, in terms of the relevant provisions of this Agreement, if any required, shall be at the risk and responsibility of the Concessionaire only.

(ii) Provided further in the event of termination of this Agreement by efflux of time or otherwise, such assignment/security interest shall stand extinguished upon payment of compensation by the Concessioning Authority to the Lenders, to the extent they are entitled to receive the same in accordance with the provisions of this Agreement.

Section 8.2 - Payments to Concessioning Authority

(a) In consideration for the grant of the Concession, the Preferred Bidder/Concessionaire shall have made the following payments before the execution of this Agreement in the manner mentioned hereunder:

(i) Submission of the Construction Performance Security (ii) Payment of the Project Development Fee



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The payment referred above form the pre-condition to the execution of this Agreement and this Agreement is not valid unless such payment is made to Concessioning Authority.

(b) The Concessionaire shall make a payment of Rs. 6.00 Lakhs (Rupees Six Lakhs only) Plus applicable taxes for the first year from the date of Concession agreement towards License fee per annum.

(c) Further, there shall be an increment of 05% in the license fee every year over the previous year {i.e., 02nd year license fee is Rs. 6,30,000/- (Rupees Six Lakhs Thirty Thousand only) and 3rd year is Rs. 6,61,500/- (Rupees Six Lakhs Sixty One Thousand Five Hundred only) and so on till the end of the Concession period quoted by the Bidder in its Commercial Bid}.

(d) This License fee shall be paid on quarterly basis to the TSIIC Limited in advance in the beginning of the quarter (within 7 days from the beginning of the every quarter in the financial year)

Section 8.3 - Advertisement Tariffs, Rentals, and License Fee from Project Facilities

Effective from COD and during the Operations Period, the Concessionaire shall be entitled to fix at rates fixed/structured at the discretion of the Concessionaire from time to time, determine, revise, charge, demand, collect, recover, retain and appropriate the Tariff at market driven rates for the advertisement rights at the Project Facilities and rental’s in respect of the Optional Facilities that are provided, arranged or procured by the Concessionaire by itself or under or pursuant to Contractual Arrangements. Provided that the Concessionaire shall be in compliance with the requirements of the Applicable Laws, terms of Applicable Permits, statutory or mandatory requirements of Government Authorities, if any, and Good Industry Practice in this behalf. This includes the rentals from Bicycles and Licenses Fee from Commercial Facilities within Project Amenities Centre and Advertisement Tariffs.

Section 8.4 - Audit and Account

(a) The Concessionaire shall appoint, as its statutory auditors, a reputed firm of

chartered accountants duly authorised to practice in India. All fees and expenses of the statutory auditors shall be borne by the Concessionaire. All financial claims or documents provided by the Concessionaire to the Concessioning Authority relating to receipts, income, payments, costs, expenses, accounts or audit, and any matter incidental thereto, in connection with the Project shall be valid and effective only if certified by the Concessionaire’s statutory auditors.



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(b) The Concessionaire shall, during the subsistence of this Agreement, prepare

and maintain its books of accounts in accordance with standard accounting practices and statutory requirements under the Indian laws. The Concessionaire shall provide the Concessioning Authority 2 (two) copies of its audited balance sheet and profit and loss account along with a report thereon by its statutory auditors, within 120 (one hundred and twenty) days of the close of the Accounting Year to which they pertain.

(c) The Concessionaire shall establish and maintain a daily and monthly reporting

system to provide storage and ready retrieval of data related to the construction and operation of the Project, including all such information which is necessary to verify costs and expenses incurred or revenues earned and to confirm the amount of Gross Revenue and to confirm that the Concessionaire is in compliance with its obligations under this Agreement. The Concessionaire shall provide copies of such reports to the Concessioning Authority within 5 (five) days of the end of each month.



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ARTICLE 9 - PERFORMANCE SECURITY

Section 9.1 - Performance Security

(a) For securing the performance of the obligations of the Concessionaire/

Preferred Bidder, during the Construction Period, under the RFP and this Agreement, the Preferred Bidder has along with the execution of this Agreement, delivered to the Concessioning Authority (within 30 days of issue of LoI) a Construction Performance Security (Appendix IV) for a sum of Rs. 50,00,000/- (Rupees Fifty Lakhs Only) (as mentioned in Section I of the RFP), drawn from a Nationalized bank/ Scheduled Bank(excluding Cooperative Banks), and payable and enforceable in Hyderabad, Telangana (the “Construction Performance Security”). The Construction Performance Security shall be valid for minimum of twelve (12) months from its issue date (after issue of LoI) and may be extendable if required. For avoidance of any doubt it is clarified that the said Construction Performance Security shall be for securing the performance of the Concessionaire/Preferred Bidder as referred above, in respect of the entire Project including the construction of all essential facilities allotted under this Agreement. This Construction Performance Security shall be returned by the Concessioning Authority to the Concessionaire/ Preferred Bidder within one week of issuance of the Completion Certificate by Independent Engineer, provided the same has been replaced by the Operations Performance Security.

(b) For securing the due and punctual performance of obligations of the

Concessionaire, during the Operations Period under the RFP and this Agreement, the Preferred Bidder /Concessionaire shall deliver to the Concessioning Authority, a Operations Performance Security of Rs. 10,00,000/- ( Rupees Ten Lakh only) (as mentioned in the RFP) favouring the Concessioning Authority from a Nationalised/ Scheduled Bank (excluding

Cooperative Banks), acceptable to the Concessioning Authority and enforceable and payable in Hyderabad, Telangana (the “Operations Performance Security”) and valid from the Commercial Operation Date. The Operation Performance Security shall be valid for three years and a fresh performance security shall be submitted every three years, atleast fifteen days prior to the expiry of the performance security in force, without any notice from TSIIC till the end of Concession Period and until the date of issue of the Vesting Certificate. In case of non submission of fresh Operations Performance Security as above, TSIIC shall forfeit the Operations Performance Security in force without notice. For avoidance of any doubt it is clarified that the said Operation Performance Security shall be for securing the performance of the Concessionaire/Preferred Bidder, during the Operation Period, in respect of the entire Project including the operation of the essential facilities allotted under this Agreement.



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(c) The Preferred Bidder /Concessionaire shall keep the Construction and Operations Performance Security valid at all times during the stipulated period.

Section 9.2 - Appropriation of Performance Security

(a) In the event of the Concessionaire being in default of the due, faithful and

punctual performance of its obligations under the RFP, the LOI, and this Agreement during the Construction Period or during the Operations Period and until the date of issue of the Vesting Certificate, as the case may be, or owning any sums whatsoever to Concessioning Authority under this Agreement or in the event of there being any claims or demands whatsoever whether liquidated or which may at any time be made or have been made on behalf of the Concessioning Authority for or against the Concessionaire under this Agreement or against the Concessioning Authority in respect of this Agreement, the Concessioning Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to call in, encash and appropriate the relevant or delinquent amounts from the Performance Securities as damages for such default, dues, demands or claims.

(b) The decision of the Concessioning Authority as to any breach/delay having

been committed, liability accrued or loss or damage caused or suffered shall be conclusive, absolute and binding on the Concessionaire. The Concessionaire specifically confirms and agrees that no proof of any amount of liability accrued or loss or damages caused or suffered by the Concessioning Authority under this Agreement is required to be provided in connection with any demand made by the Concessioning Authority to recover such compensation through encashment of the Performance Security under this Agreement and that no document or any action shall be required other than the Concessioning Authority’s written demand as aforesaid.

(c) In the event of encashment of the Performance Security by the Concessioning

Authority, in full or part, the Concessionaire shall within 30 (thirty) days of receipt of the encashment notice from the Concessioning Authority provide a fresh Performance Security or replenish the existing Performance Security, as the case may be. The provisions of this Article 9 shall apply mutatis mutandis to such fresh Performance Security. The Concessionaire’s failure to comply with this provision shall constitute an Concessionaire Event of Default which shall entitle the Concessioning Authority to terminate this Agreement in accordance with the provisions of Article 15 hereof.

Section 9.3 - Release of Performance Security

(a) Subject to the provisions hereof, the Concessioning Authority shall return the

Construction Performance Security to the Concessionaire within one week from the issuance of Completion certificate by Independent Engineer, provided that



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there are no outstanding claims of the Concessioning Authority on the Concessionaire.

(b) Subject to the provisions hereof, the Concessioning Authority shall return the

Operations Performance Security, to the Concessionaire within two weeks from the issuance of Vesting Certificate by the Expert Committee.



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ARTICLE 10 - INSURANCE

Section 10.1 - Insurance Cover

The Concessionaire shall maintain or cause to be maintained, at its own expense, insurance on commercially reasonable terms and reasonably required to be maintained, consistent with similar facilities of the size and type of the Project and as may be required by the Lenders including but not limited to the insurance policies covering the following (the “Insurance Cover”):

(a) During Construction Period (i) Construction/builders’/contractors’ all risk insurance; (ii) Erection all risk policy (iii) Comprehensive third party liability insurance including injury or death to

personnel of the Concessioning Authority and others who may enter the Project Location;

(iv) Workmen’s compensation insurance; (b) During Operations Period (i) Loss, damage or destruction of the Project Facilities/Project at replacement

value or full market value (including fire, burglary, standard and special peril);

(ii) The Concessionaire’s general liability arising out of the Concession; (iii) Liability to third parties

Apart from the above Concessionaire shall take any other insurance that may be necessary to protect the Concessionaire and its employees and its assets, including all Force Majeure Events that are insurable and not otherwise covered in items (a) to (b) above.

Section 10.2 - Evidence of Insurance

The Concessionaire shall, from time to time, furnish to the Concessioning Authority copies of all insurance policies and evidence of payment of premium in respect of the Insurance Covers. In the event the Concessionaire does not maintain any Insurance Cover pursuant hereto, the Concessioning Authority may, at its option,



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effect such insurance and the Concessionaire shall reimburse all the costs and expenses incurred in this behalf by the Concessioning Authoritys within 15 (fifteen) days of receipt of the Concessioning Authority’s claim in respect thereof

Section 10.3 - Application of Insurance Proceeds

The Concessionaire shall apply insurance proceeds for the repair, renovation, restoration or re-instatement of the Project or any part thereof, which may have been damaged or destroyed.

Section 10.4 - Validity of the Insurance Cover

The Concessionaire shall pay the premium payable on such insurance policy(ies) so as to keep the policy(ies) in force and valid throughout the Concession Period and furnish certified true copies of the same to the Concessioning Authority. Each insurance policy shall provide that the same shall not be cancelled or terminated unless 10 days’ clear notice of cancellation is provided to Concessioning Authority in writing. If at any time the Concessionaire fails to purchase and maintain in full force and effect any and all of the insurances required under this Agreement, the Concessioning Authority may at its option purchase and maintain such insurance and all sums incurred by the Concessioning Authority therefore shall be reimbursed by the Concessionaire forthwith on demand, failing which the same shall be recovered by the Concessioning Authority by exercising right of set off or otherwise.



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ARTICLE 11 - REPRESENTATIONS AND WARRANTIES

Section 11.1 - Mutual Representations and Warranties

Each Party represents and warrants to the other Party that:

(a) it is duly organised, validly existing and in good standing under the laws of India;

(b) it has full power and authority to execute, deliver and perform its

obligations under this Agreement and to carry out the transactions contemplated hereby;

(c) it has taken all necessary corporate and other actions under the Applicable

Laws for the execution, delivery and performance of this Agreement and to carry out the transactions contemplated hereby;

(d) this Agreement constitutes its legal, valid and binding obligation, fully

enforceable against it in accordance with the terms hereof; (e) It has the financial standing and capacity to undertake the Project; (f) It shall have an obligation to disclose to the other Party as and when any of

its representations and warranties ceases to be true and valid.

Section 11.2 - Further Representations and Warranties of Preferred Bidder/ Concessionaire

In addition, the Concessionaire represents and warrants to the Concessioning Authority that:

(a) The execution, delivery and performance of this Agreement and all instruments or agreements required hereunder do not conflict with any agreement or instrument to which the Concessionaire is a party, including without limitation, its articles and memorandum of association or by which it is or may be bound or any Applicable Laws or any covenant, agreement, understanding, decree or order, injunction, award to which it is a party or by which it or any of its properties or assets is bound or affected;

(b) There are no actions, suits, proceedings, or investigations pending or, to the Concessionaire's knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi judicial or other authority, the outcome of which may result in the breach of or constitute a



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default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect;

(c) It has no knowledge of any violation or default with respect to any order,

writ, injunction or decree of any court or any legally binding order of any government instrumentality which may result in Material Adverse Effect on its ability to perform its obligation under this Agreement and no fact or circumstances exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement.

(d) It has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities, which individually or in the aggregate have or may have Material Adverse Effect;

(e) No representation or warranty by the Preferred Bidder /Concessionaire

contained herein or in any other document furnished by it to the Concessioning Authority or to any Government Authority in relation to Applicable Permits or otherwise contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading;

(f) Provided that whenever any pending or potential matter, including the matters listed in the sub-sections above, comes to the knowledge of the Preferred Bidder /Concessionaire, during the Concession Period, the outcome of which may result in the breach of or constitute a default of the Concessionaire under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect or impairment of the Concessionaire’s ability to perform its obligations and duties under this Agreement, the Concessionaire shall immediately intimate the same to the Concessioning Authority;

(g) In submitting its bid the Preferred Bidder/Concessionaire has complied

with all the Applicable Laws and it is and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal proceedings or liabilities which individually or in the aggregate have or may have Material Adverse Effect on its financial condition or its ability to implement the Project.

(h) All rights and interests of the Concessionaire in the Project, the Project

Facilities and Project Assets shall pass to and vest in the Concessioning Authority or its nominated agency on the Transfer Date free and clear of all liens, claims, and Encumbrances, without any further act or deed on the part of the Preferred Bidder/Concessionaire or the Concessioning Authority and that none of Project Assets including materials, supplies or



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equipment forming part thereof shall be acquired by the Concessionaire subject to any agreement under which a security interest or other lien or Encumbrance is retained by any Person save and except as expressly provided in this Agreement;

(i) All information provided by the Preferred Bidder in response to the RFP or

otherwise, is to the best of knowledge and belief, true in all material respects;

(j) No sums, in cash or kind, have been paid or will be paid by or on behalf of

the Preferred Bidder /Concessionaire, to any Person by way of commission or otherwise for securing the Concession execution of this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority and

(k) The Preferred Bidder is duly authorized through a valid Power of Attorney

by (Name of the Consortium/Members) to execute this Agreement on their behalf.

In the event that any occurrence or circumstances comes to the attention of either Party that renders any of its aforesaid representations or warranties untrue and incorrect, such Party shall immediately notify the other Party of the same. Such notification shall not have the effect of remedying any breach of the representation or warranty that has been found to be untrue or incorrect nor shall it adversely affect or waive any right, remedy, or obligation of either party under this Agreement.

Section 11.3 - Waiver of Sovereign Immunity

Each Party hereto unconditionally and irrevocably agrees that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or governmental acts and that it is subject to the civil and commercial laws of India with respect to this Agreement;

Section 11.4 - Disclaimer

(a) Without prejudice to any express provision contained in this Agreement, the

Preferred Bidder/Concessionaire acknowledges that prior to the execution of this Agreement, the Preferred Bidder/Concessionaire has after a complete and careful examination made an independent evaluation of the Project, the legal and contractual framework, the Applicable Laws and Applicable Permits and the technical and financial aspects of the Project, Provisions of the RFP, the Specifications and Standards therein, the Project Location and the suitability of its condition, soil and location for implementation of the Project, the availability of goods, materials and things needed for



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implementing Project, all the information and documents provided by the Concessioning Authority, its consultants or any Government Authority, the market and demand conditions, information relating to users and the cost, risks, consequences and liabilities involved in implementing the Project, and has determined to the Preferred Bidder’s/Concessionaire's complete satisfaction the nature and extent of such difficulties, risks and hazards as are likely to arise or may be faced by the Concessionaire in the course of performance of its obligations hereunder. It has also carried out a title search, including without limitation the title, ownership, possession, land acquisition etc. in respect of the Project Location.

(b) The Preferred Bidder /Concessionaire further acknowledges and hereby

accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth in sub-clause (a) above and hereby confirms that the Concessioning Authority, its consultants or any Government Authority shall not be liable for the same in any manner whatsoever to the Preferred Bidder/ Concessionaire or Persons claiming through or under the Preferred Bidder/Concessionaire.

(c) The Preferred Bidder /Concessionaire agree that any mistake or error in or relating to any of the matters set forth in Clause 11.4 (a) above shall not vitiate this Agreement or render it voidable.

(d) The Preferred Bidder /Concessionaire accepts that it is solely responsible

for the verification of any design, data, documents or information provided to the Concessionaire by the Concessioning Authority, its consultants or any Government Authority and that it shall accept and act thereon at its own cost and risk.

(e) The Preferred Bidder /Concessionaire is entering into this Agreement on

the basis of its satisfaction based on the due diligence audit undertaken by it.

(f) Except as otherwise provided in this Agreement, all risks relating to the

Project shall be borne by the Concessionaire and the Concessioning Authority shall not be liable in any manner for such risks or the consequence thereof.



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ARTICLE 12- LIABILITY AND INDEMNIFICATION

Section 12.1 - Liability of Concessionaire

Notwithstanding anything to the contrary contained in this Agreement,

(a) in addition to the Concessionaire’s liability and obligations and the Concessioning Authority’s remedies provided elsewhere in this Agreement, the Concessionaire shall be solely responsible for any loss of or damage to the Project/Project Facilities and the Project Assets, damage to environment, death or injury to Person, and any other liabilities, damages, losses and reasonable cost and expenses (including legal costs) suffered by the Concessioning Authority:

(i) during the Concession Period resulting from any negligent act or omission of

the Concessionaire, the Contractors, the Contractual Counter Parties or any other Person and their respective employees, agents, contractors and representatives.

(ii) in connection with, arising out of, or resulting from any breach of warranty,

material misrepresentation by the Concessionaire, Contractor or Contractual Counter Parties, or non-performance of any term, condition, covenant or obligation to be performed by the Concessionaire, Contractor or Contractual Counter Parties under this Agreement and the Transaction Documents.

(b) The Concessionaire shall also be liable for any loss or damage which occurs

as a result of any act, event, omission, negligence or default (including property circumstances, quality of materials used, workmanship, structural, design or other defects, latent or patent, non-compliance with development control regulations, building bye laws as may be applicable, other Applicable Laws, regulatory requirements of Government Authorities, Specifications and Standards or any other matter) for which the Concessionaire is liable or which is attributable to the Concessionaire and, in turn, the Persons claiming through or under the Concessionaire.

Section 12.2 - Indemnification

(a) Without prejudice to and in addition to the indemnification provisions

elsewhere in this Agreement, the Concessionaire agrees to indemnify and hold harmless the Concessioning Authority and its officers, employees, agents, trustees and consultants (each a “Concessioning Authority Indemnified Party”) promptly upon demand at any time and from time to time, from and against any and all losses, claims, demands, damages, liabilities, costs, penalties, litigation, proceedings (including reasonable



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attorneys' fees and disbursements) and expenses of any nature whatsoever (collectively, “Losses”) to which the Concessioning Authority Indemnified Party may become subject, insofar as such Losses arise out of, in any way relate to, or result from (i) any mis-statement or any breach of any representation or warranty made by Concessionaire or (ii) the failure by Concessionaire to fulfill any agreement, covenant or condition contained in this Agreement, including without limitation the breach of any terms and conditions of this Agreement by any employee or agent of the Concessionaire Person claiming through or under the Concessionaire or (iii) any claim or proceeding by any Third Party against the Concessioning Authority arising out of any act, deed or thing done or omitted to be done by Concessionaire or (iv) as a result of failure on the part of the Concessionaire to perform any of its obligations under this Agreement or on the Concessionaire committing breach of any of the terms and conditions of this Agreement or (v) on the failure of the Concessionaire to perform any of its statutory duties and/or obligations or as a consequence of any notice, action, suit or proceedings, given, initiated, filed or commenced by any user of the Project Facilities or the Concessionaire’s Contactors or employees or any Third Party or Government Authority or (vi) as a result of any failure or negligence or default of the Concessionaire or its Contractor, sub-contractor, or employees, servants, agents of such Contractor and/or sub-contractor and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Concessionaire’s use and occupation of Project Location and/or construction, operation and maintenance of the Project.

For the avoidance of doubt, indemnification of Losses pursuant to this Article 12 shall be made in an amount or amounts sufficient to restore each Concessioning Authority Indemnified Party to the financial position it would have been in had the Losses not occurred.

(b) Without limiting the generality of sub-section (a) of this Section 12.2,

(i) the Concessionaire shall fully indemnify and defend the Concessioning Authority Indemnified Party from and against any and all Losses arising out of or with respect to (1) failure of the Concessionaire and the Persons claiming through or under the Concessionaire to comply with Applicable Laws and Applicable Permits, (2) payments of Taxes relating to the Concessionaire and the Persons claiming through or under the Concessionaire, including contractors, suppliers and representatives, including the income or other taxes required to be paid by the Concessionaire/such Persons without reimbursement hereunder, or (3) non-payment of amounts due as a result of materials or services rendered/ provided to the Concessionaire or any Person claiming through or under the Concessionaire, which are payable by the Concessionaire or such Person.



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(ii) the Concessionaire shall further indemnify, defend and hold harmless

the Concessioning Authority Indemnified Party from any and all Third Party claims for loss of or physical damage to property or for death or injury and against all Losses for personal injury and for damage to or loss of any property arising out of or in any way connected with the Concessionaire’s performance of this Agreement or arising out of any act or omission of the Concessionaire, and in turn of the Persons claiming through or under the Concessionaire.

(c) Any payment made under this Agreement pursuant to an indemnity or claim

for breach of any provision of this Agreement shall be net of applicable Taxes.

Section 12.3 - Indirect or Consequential Losses

Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Party, its officers, employees or agents be liable to the other Party for any matter arising out of or in connection with this Agreement in respect of any indirect or consequential loss, including loss of profit, suffered by such other Party.



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ARTICLE 13 - FORCE MAJEURE

Section 13.1 - Force Majeure Event

As used in this Agreement, the expression “Force Majeure” or “Force Majeure Event” shall mean any event or circumstance or a combination of events and circumstances set out hereunder or the consequence thereof which affect or prevent the Party claiming force majeure (“Affected Party”) from performing its obligations in whole or in part under this Agreement and which event or circumstance (i) is beyond the reasonable control and not arising out of the fault of the Affected Party, (ii) the Affected Party has been unable to overcome such event or circumstance by the exercise of due diligence and reasonable efforts, skill and care, and (iii) has a Material Adverse Effect.

(a) Non Political Force Majeure Events:

Non Political force majeure events shall mean one or more of the following acts or events:

(i) Acts of God or events beyond the reasonable control of the Affected Party

which could not reasonably have been expected to occur, storm, cyclone, hurricane, flood, landslide, lightning, earthquakes, volcanic eruption or fire (to the extent originating from a source external to the Project), exceptionally adverse weather conditions affecting the construction or operation of the Project;

(ii) Radio active contamination, ionizing radiation; (iii) Epidemic, famine; (iv) An act of war (whether declared or undeclared), invasion, armed conflict or

act of foreign enemy, blockade, embargo, revolution, riot, rebellion, insurrection, terrorist or military action, nuclear blast / explosion, politically motivated sabotage or civil commotion;

(v) Any judgment or order of any court of competent jurisdiction or statutory

authority in India made against the Concessionaire in any proceedings (which are non collusive and duly prosecuted by the Concessionaire) for reasons other than failure of the Concessionaire or of any Person claiming through or under it to comply with any Applicable Law or Applicable Permits or on account of breach thereof, or of any contract, or enforcement of this Agreement or exercise of any of its rights under this Agreement by the Concessioning Authority; or

(vi) Any event or circumstances of a nature analogous to any of the foregoing.



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(b) Political Force Majeure Events:

Political force majeure events shall mean one or more of the following acts or events by or on account of GoI, GoT or any other governmental agency:

(i) Change in law/policies of the Government; (ii) Expropriation or compulsory acquisition by any governmental agency of any

project assets or the rights of the Concessionaire or of the contractors; and (iii) Unlawful or unauthorized or without jurisdiction revocation of, refusal to

renew or grant without valid cause any consent or approval required by the Concessionaire or any of the contractors to perform their respective obligations under the project agreements. Provide that such delay, modification, denial, refusal or revocation did not result from the Concessionaire or any contractors inability or failure to comply with any condition relating to grant, maintenance or renewal of such consents or permits.

Section 13.2 – Notice of Force Majeure Events

(a) The Affected Party shall give notice to the other Party in writing of the

occurrence of any of the Force Majeure Event (“the Notice”) as soon as the same arises or as soon as reasonably practicable and in any event within 7 (seven) days after the Affected Party knew, or ought reasonably to have known, of its occurrence and the adverse effect it has or is likely to have on the performance of its obligations under this Agreement.

(b) So long as the Affected Party continues to claim to be affected by a Force

Majeure Event, it shall provide the other Party with periodic (fortnightly/monthly) written reports containing the information giving the status and steps taken or proposes to be taken by it, to alleviate the impact of the Force Majeure Event or to mitigate the damage due to Force and such other information as the other Party may reasonably request.

Section 13.3 - Period of Force Majeure

Period of Force Majeure shall mean the period from the time of occurrence specified in the notice given by the Affected Party in respect of the Force Majeure Event until the earlier of:

(a) expiry of the period during which the Affected Party is excused from performance of its obligations in accordance with Section 13.4; or



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(b) termination of this Agreement pursuant to Section 13.6 hereof

Section 13.4 - Performance Excused

The Affected Party, to the extent rendered unable to perform its obligations or part thereof under this Agreement as a consequence of the Force Majeure Event shall be excused from performance of the obligations provided that the excuse from performance shall be of no greater scope and of no longer duration than is reasonably warranted by the Force Majeure Event. Provided further, nothing contained herein shall absolve the Affected Party from any payment obligations accrued prior to the occurrence of the underlying Force Majeure Event.

Section 13.5 - Costs, Revised Timetable

(a) Costs

Each Party shall bear its costs, if any, incurred as a consequence of the Force Majeure Event.

(b) Extension of Time/ Period

The Affected Party shall be granted by the other Party, extension of time specified in this Agreement for the performance of any obligation by such period not exceeding the period during which the relative performance was affected by the Force Majeure Event. Such extension may include extension of the Concession Period by the Concessioning Authority in appropriate cases.

Section 13.6 - Termination Due to Force Majeure Event

If the Period of Force Majeure continues or is in the reasonable judgment of the Parties is likely to continue beyond a period of 120 days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said period of 120 days, be entitled to terminate the Agreement in which event, the provisions of Article 15 shall, to the extent expressly made applicable, apply.



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ARTICLE 14 - EVENTS OF DEFAULT

Section 14.1 - Events of Default

Event of Default means the “Concessionaire Event of Default” or the “Concessioning Authority Event of Default” or both as the context may admit or require.

(a) Concessionaire Event of Default

The Concessionaire Event of Default means any of the following events unless such an event has occurred as a consequence of the Concessioning Authority’s Event of Default or a Force Majeure Event:

(i) the Concessionaire’s repudiation or failure to perform or discharge any of

its obligations in accordance with the provisions of this Agreement (ii) the Concessionaire’s failure to perform or discharge any of its obligations

under any other Transaction Documents, which has or is likely to have a Material Adverse Effect.

(iii) any representation made or warranties given by the Concessionaire under

this Agreement is found to be false or misleading or incorrect. (iv) the Concessionaire passing a resolution for voluntary winding up. (v) appointment of a provisional liquidator, administrator, trustee or receiver

of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings.

(vi) levy of an execution or destraint on the Concessionaire’s Assets which has

or is likely to have Material Adverse Effect and such execution or destraint remaining in force for a period exceeding 30 days or any authority, regulatory body , court , tribunal or judicial authority passing or issuing any order or direction against the Concessionaire which would have an or likely to have an Material Adverse Effect on the project or the ability of the Concessionaire to comply with or discharge the obligations and responsibilities under this Agreement. .

(vii) amalgamation of the Concessionaire with any other company or

reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Concessioning Authority’s prior written approval, provided, if the amalgamated entity, reconstructed entity or the transferee as the case may be, has the financial and technical ability



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demonstrated to the satisfaction of the Concessioning Authority, to undertake, perform/discharge the obligations of the Concessionaire under this Agreement, necessary approval shall be granted by the Concessioning Authority.

(viii) the Concessionaire engaging or knowingly allowing any of its employees,

agents, Contractor or representative to engage in any activity prohibited by law or which constitutes a breach of or an offence under any law, in the course of any activity undertaken pursuant to this Agreement.

(ix) the Concessionaire repudiates this Agreement or otherwise takes any

action or evinces or conveys an intention not to be bound by this Agreement.

(x) the Concessionaire has delayed payment, if any, that has fallen due under

this Agreement beyond the specified period or if not so specified beyond 60 (sixty) days.

(xii) the Concessionaire is adjudged bankrupt or insolvent (xiii) the whole of Essential Facilities or any part of the Essential Facilities

remains closed / un-operational for a aggregate period exceeding “fifteen” days in a year (except for reasons on account of force majeure or Concessioning Authoritys event of default).

(xiv) the Concessionaire committing any breach or non compliance of any of

the terms and conditions of the financing document executed between the Concessionaire and if all or any of the Lender have recalled their outstanding Dues and in pursuance thereto have initiated the exercise of their right to enforce the security interest created in their favor under the financing documents, as permitted by this agreement, on the project assets and / or the rights and interest under this agreement.

(xv) The Concessionaire does not achieve the latest Project Milestone due in

accordance with the Project Implementation Schedule and continues to be in a default for within 20 (twenty) days.

(xvi) Failure to maintain Insurance according to the provisions of this

Agreement. (xvii) Failure to provide, maintain and or replenish the relevant Performance

Security to its full amount on encashment, in accordance with the requirements of this Agreement.

(xviii) If the Concessionaire shall enter into any arrangement or composition for

the benefit of its creditors.



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(xix) If the Concessionaire fails to redress the complaints lodged by the public /

observed by the Authority during its inspection within 7 days time. such events as have been specified as Concessionaire Events of Default under

the provisions of this Agreement. (b) Concessioning Authority Event of Default

(i) The Concessioning Authority’s repudiation or failure to perform or discharge

any of its obligations in accordance with the provisions of this Agreement that has a Material Adverse Effect unless such failure has occurred as a consequence of an Concessionaire Event of Default or a Force Majeure Event;

(ii) any representation made or warranties given by the Concessioning

Authority under this Agreement is found to be false or misleading; (iii) expropriation or compulsory acquisition by any Government Authority of the

Project/Project Facilities or part thereof or any material assets or rights of the Concessionaire; provided the same has not resulted from an act or default of the Concessionaire;

(iv) any defect in the Concessioning Authority’s title, ownership and possession

of the Project Location/site.

Section 14.2 - Parties Rights

(a) Upon the occurrence of the Concessionaire Event of Default, the

Concessioning Authority shall without prejudice to any other rights and remedies available to it under this Agreement be entitled to terminate this Agreement.

(b) Upon the occurrence of the Concessioning Authority Event of Default, the

Concessionaire shall without prejudice to any other rights and remedies available to it under this Agreement be entitled to terminate this Agreement:

Provided that before proceeding to terminate this Agreement, the Party entitled to do so shall (i) in terms of Section 14.3 provide an opportunity to the other party to state its position and give explanation in the matter, (ii) give due consideration and shall have due regard to the nature of the underlying Event of Default, its implication on the performance of the respective obligations of Parties under this Agreement and the circumstances in which the same has occurred.



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Section 14.3 - Consultation Notice

Either Party exercising its right under Section 14.2, shall issue to the other Party a notice in writing specifying in reasonable detail the underlying Event of Default and proposing consultation amongst the Parties and the Lenders to consider possible measures of curing or otherwise dealing with the underlying Event of Default (the “Consultation Notice”).

Section 14.4 - Remedial Process

Following the issue of Consultation Notice by either Party, within a period not exceeding 45 days for the Event of Default during the Construction Period and with 7 (seven) days for the event of default during the Operation Period or such extended period as they may agree (the “Remedial Period”) the Parties shall, in consultation with the Lenders, endeavor to arrive at an agreement as to the manner of rectifying or remedying the underlying Event of Default. Without prejudice to this, if the underlying event is an Concessionaire Event of Default, the Parties shall in consultation with the Lenders endeavor to arrive at an agreement as to one or more of the following measures and/or such other measures as may be considered appropriate by them in the attendant circumstances;

(a) the change of management or control/ownership of the Concessionaire; (b) the replacement of the Concessionaire by a new Concessionaire

(“Substitute Entity”) on terms no less favorable than those contained in this Agreement, proposed by either of them or the Lenders and the specific terms and conditions of such replacement which shall include: (i) the criteria for selection of the Substitute Entity, (ii) the transfer of rights and obligations of the Concessionaire surviving

under this Agreement to the Substitute Entity, (iii) handing over/ transfer of the Project Assets and the Project to the

Substitute Entity, (iv) assumption by the Substitute Entity of the outstanding obligations

of the Concessionaire under the Financing Documents and preserving Lenders’ charge on the Concessionaire’s assets,

(v) assumption by Substitute Entity of any amounts due to the Concessioning Authority from the Concessionaire under this Agreement.

Section 14.5 - Obligations during Remedial Period

During the Remedial Period, the Parties shall continue to perform their respective obligations under this Agreement which can be performed, failing which the Party in breach shall compensate the other Party for any loss or damage occasioned or suffered on account of the underlying failure/breach.



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Section 14.6 - Revocation of Consultation Notice

If during the Remedial Period the underlying Event of Default is cured or waived or the Parties and the Lenders agree upon any of the measures set out in Section 14.4, the Consultation Notice shall be withdrawn by the Party who has issued the same.

Section 14.7 - Termination Due to Events of Default

If before the expiry of the Remedial Period, the underlying Event of Default is neither cured nor waived nor the Parties and the Lenders have agreed upon any of the measures in accordance with Section 14.4, the Party who has issued the Consultation Notice shall have the right to terminate this Agreement, in which event, the provisions of Article 15 shall, to the extent expressly made applicable, apply.

Section 14.8 - Step-in-rights

The Concessionaire agrees that the Concessioning Authority shall be entitled to operate the Project Facilities and all other incidental on the occurrence of an Concessionaire Event of Default by stepping into the shoes of the Concessionaire. In the event of an Concessionaire Event of Default, the Concessioning Authority may (but shall not be obliged to) operate, or procure and cause operation of the Project Facilities upon the issue of the Termination Notice.



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ARTICLE 15 - TERMINATION AND EXPIRY OF

AGREEMENT/CONCESSION

Section 15.1 - Termination Procedure

The Party entitled to terminate this Agreement either on account of a Force Majeure Event or on account of an Event of Default shall do so by issue of a notice in writing (“Termination Notice”) to the other Party and simultaneously deliver a copy thereof to the Lenders. The Termination Notice shall be of not less than 60 (sixty) days and not ordinarily be more than 90 (ninety) days, (“Termination Period”) and at the expiry of the Termination Period, this Agreement shall stand terminated.

Section 15.2 - Obligations during Termination Period

During Termination Period, the Parties shall subject to the provisions of Article 14 wherever applicable, continue to perform such of their respective obligations under this Agreement which are capable of being performed with the object, as far as possible, of ensuring continued availability of the Project to the users, failing which the Party in breach shall compensate the other Party for any loss or damage occasioned or suffered on account of the underlying failure/breach.

Section 15.3 - Requisition

Upon issue or receipt, as the case may be, of the Termination Notice, either as a consequence of a Force Majeure Event or as a consequence of an Event of Default, the Concessioning Authority shall by a notice in writing (“Requisition”) call upon the Concessionaire to furnish the following information to enable the Concessioning Authority to estimate the likely compensation payable by the Concessioning Authority to the Concessionaire and/or to finalise the items of Concessionaire’s assets comprised in the Project and the Project Assets to be handed over to/taken over by the Concessioning Authority.

(a) the particulars of Debt Due supported by Lenders’ certificate ; (b) data or records (to be specified by Concessioning Authority) regarding the

operation and maintenance of the Project and the Project Assets; and (c) any other information or records (to be specified by Concessioning

Authority) regarding Concessionaire, its business, assets and liabilities.

The Concessionaire shall within a period of 30 days of receipt of Requisition furnish the particulars called for by the Concessioning Authority.



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Section 15.4 - Condition Survey

(a) The Concessionaire agrees that six months prior to the expiry of the Concession Period by efflux of time or on the service of a Termination Notice, as the case may be, it shall conduct or cause to be conducted by the Expert Committee under the Concessioning Authority’s supervision, a condition survey of the Project and the Project Assets to ascertain the condition thereof, verifying compliance with the Concessionaire’s obligations under this Agreement and to prepare an inventory of the assets comprised in the Project (b) If, as a result of the condition survey, the Concessioning Authority shall observe/notice that the Project Assets and/or the Project or any part thereof have/has not been operated and maintained in accordance with the requirements therefore under this Agreement (normal wear and tear excepted) or are not in a condition fit to be taken back, the Concessionaire shall, at its cost and expenses, take all necessary steps to put the same in good working and fit conditions well before the Transfer Date, in order that the same can be taken by the Concessioning Authority. (c) In the event the Concessionaire fails to comply with the provisions of this Agreement, the Concessioning Authority may itself cause the condition survey and inventory of Project Assets and the Project to be conducted. The Concessioning Authority shall be compensated by the Concessionaire for any costs incurred in conducting such survey and preparation of inventory as also in putting the Project and the Project Assets in good working condition.

Section 15.5 - Consequences of Termination

Without prejudice to any other consequences or requirements under this Agreement or under any law, the following consequences shall follow upon expiry of the Concession Period by efflux of time or due to a Force Majeure Event or an Event of Default.

(a) Transfer of Assets (i) On the Transfer Date, the Concessionaire shall subject to the provisions of

this Agreement: (A) Transfer, assign and deliver to the Concessioning Authority or its

nominated agency, free and clear of any Encumbrances, the vacant and peaceful possession of the Project, Project Facilities, Project Assets and the Project Location along with the buildings, facilities and structures constructed on, over, at or under it and its right, title and interest in and to the Project the Project Assets.

(B) transfer all its rights, titles and interest in or over the tangible assets

comprised in the Project (including movable assets which the



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Concessioning Authority agrees to take over) to the Concessioning Authority or its nominated agency and execute such deeds and documents as may be necessary for the purpose and complete all legal or other formalities required in this regard.

(C) hand over to the Concessioning Authority or its nominated agency all

documents including built drawings, manuals, designs, documents, information and records relating to the Project and the Project Assets.

(D) to the extent possible assign to the Concessioning Authority or its

nominated agency at the time of transfer all unexpired guarantees and warranties by Subcontractors and suppliers and all insurance policies.

(E) at its cost remove from the Project Location all such moveable assets

which are not taken over by or transferred/assigned to the Concessioning Authority or its nominated agency. In the event the Concessionaire fails to remove such objects within the stipulated time, the Concessioning Authority or its nominated agency may remove and transport or cause removal and transportation of such objects, after giving the Concessionaire notice of its intention to do so to a suitable location for safe storage. The Concessionaire shall be liable to bear the reasonable cost and the risk of such removal, transportation and storage.

(F) All proceeds of insurance claims shall be handed over to the Concessioning

Authority or its nominated agency and the Concessionaire or Persons claiming through or under it shall have no claim thereon or rights thereto.

(E) The transfer of immovable property comprising the Project and the Project

Assets shall be deemed to be a termination of all leasehold arrangements or licenses in relation to the Project Location and title to all such immovable property shall automatically revert to the Concessioning Authority or its nominated agency. The movable property comprising the Project and the Project Assets shall be deemed to be transferred by delivery and possession.

(F) It is clarified that only the assets of the Concessionaire shall be taken over

and not the liabilities, including without limitation liabilities relating to labour and personnel related obligations of the Concessionaire and the Persons claiming through or under the Concessionaire shall be taken over by the Concessioning Authority or its nominated agency. All such labour and employees shall be its responsibility of the Concessionaire/such Persons even after the expiry of the Concession Period and they shall have no claim to any type of employment or compensation from Concessioning Authority or its nominated agency.



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(G) The Concessionaire may transfer operating rights over commercial facilities within Public Amenities Centre on a license basis within the scope and obligation provided under this agreement.

(H) All contracts, agreements, arrangement’s etc. entered into by the

Concessionaire with its suppliers, service providers, O&M contract’s, shall also be liable to be terminated forthwith along with the termination of this agreement at the sole option and discretion of the Concessioning Authority.

(b) Project Contracts

The Concessionaire shall at the cost of the Concessioning Authority transfer/assign such of the Project Contracts which the Concessioning Authority may require to be transferred in its favour subject to the counter parties to such contracts consenting to such transfer/ assignment. The Concessionaire shall entirely at its cost, terminate all such Project Contracts which are not transferred/assigned to the Concessioning Authority provided, if the termination is on account of the Concessioning Authority Event of Default the Concessioning Authority shall compensate the Concessionaire to the extent of the termination payments, if any, made or to be made by the Concessionaire to the counter parties to such contracts.

(c) Applicable Permits

The Concessionaire shall, at its cost, transfer to the Concessioning Authority all such Applicable Permits which the Concessioning Authority may require and which can be legally transferred. Provided if the termination is on account of Concessioning Authority Event of Default the cost of such transfer shall be borne/ reimbursed by the Concessioning Authority.

(d) Transfer Costs

The Project and the Project Assets shall be transferred to the Concessioning Authority or its nominated agency, as the case may be, for a sum of Rupee 1.00 (Re. One only) in a working condition and clear of all Encumbrances and with good title.

(e) Guarantees

The Concessioning Authority shall be entitled to encash any subsisting bank guarantee provided by the Concessionaire, if the termination is on account of an Concessionaire Event of Default.



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Section 15.6 - Vesting Certificate

(a) On the Transfer Date the Concessioning Authority/Expert-Committee shall verify, in the presence of the Concessionaire or of a representative of the Concessionaire, compliance by the Concessionaire with the requirements of Section 15.5 above. In the event the Concessioning Authority/Expert notifies the Concessionaire of shortcomings, if any, in the Concessionaire’s compliance with such requirements, the Concessionaire shall forthwith cure the same.

(b) The Divestment of all rights, title and interest in the Project, Project Assets

and the Project Facilities shall be deemed to be complete on the Transfer Date but no later than 30 (thirty) days thereafter, by when all the requirements of Section 15.5 above shall be fulfilled. The Expert Committee shall on such date, issue a certificate (the “Vesting Certificate”), with a copy thereof endorsed to the Concessioning Authority, which shall have the effect of constituting evidence of divestment by the Concessionaire of all of its rights, title and interest in the Project and the vesting thereof in the Concessioning Authority or its nominee, as the case may be, pursuant hereto. It is expressly agreed that any defect or deficiency in the Divestment Requirements shall not in any manner be construed or interpreted as restricting the exercise of any rights by the Concessioning Authority or its nominee on or in respect of the Project on the footing that all Divestment Requirements have been complied with by the Concessionaire.

Section 15.7 - Compensation on Termination

Section 15.7.1 Termination Due to Force Majeure Event or an Event of Default (a) In the event of termination of this Agreement/Concession due to Force

Majeure Event or an Event of Default, the Concessioning Authority shall, upon transfer of the Project, Project Assets and the Project Location by the Concessionaire to the Concessioning Authority or its nominated agency in accordance with the provisions hereof, pay to the Concessionaire termination payments on following terms:

(I) (A) Upon termination of this Agreement due to an Concessionaire Event of

Default compensation payable by the Concessioning Authority to the Concessionaire shall be equivalent to the aggregate Depreciated Historic Cost (DHC), as defined at Appendix III and as determined by an Independent Expert, being a reputed valuer, of (a) the tangible assets forming part of, fixed or attached to the ground created, installed or provided by the Concessionaire and comprised in the Project Facilities, which in the reasonable judgment of the said Expert are capable of being put to use/utilised by the Concessioning Authority and (b) the moveable assets which the Concessioning Authority agrees to take over LESS any



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amount due to the Concessioning Authority from the Concessionaire under this Agreement and the insurance claims claimed or received.

(B) Upon termination of this Agreement due to (i) an Concessionaire Event of

Default, the Concessioning Authority shall forfeit and retain the Performance Security; (ii) a Non-Political Force Majeure Event, the Concessioning Authority shall return/refund the Performance Security to the Preferred Bidder; provided there are no outstanding claims of the Concessioning Authority on the Preferred Bidder/Concessionaire.

(C) Upon Termination of this Agreeemnt due to the Concessionaire event of

Default occurring prior to COD, no payment shall be made by the Concessioning Authority to the Concessionaire

(II) (A) Upon termination by the Concessionaire due to a Concessioning

Authority Event of Default (by the Concessionaire) or upon termination due to a Political Force Majeure Event (by the Concessioning Authority and/or the Concessionaire), compensation payable by the Concessioning Authority to the Concessionaire shall be equivalent to the aggregate Depreciated Historic Cost (DHC), as defined at Appendix III and as determined by an Independent Expert, being a reputed valuer, of (a) the tangible assets forming part of, fixed or attached to the ground created, installed or provided by the Concessionaire and comprised in the Project Facilities, which in the reasonable judgment of the said Expert are capable of being put to use/utilised by the Concessioning Authority and (b) the moveable assets which the Concessioning Authority agrees to take over PLUS any amount due to the Concessioning Authority from the Concessionaire under this Agreement and the insurance claims claimed or received.

Provided that the compensation shall in no event include the value of the

portion of any asset affected by Political Force Majeure Event or Concessioning Authority’s event of Default, to the extent of the insurance claim received or admitted in relation to such Event.

(B) Upon termination of this Agreement due to (i) Concessioning Authority

Event of Default or Political Force Majeure Event, the Concessioning Authority shall return/refund the Performance Security to the Preferred Bidder; provided there are no outstanding claims of the Concessioning Authority on the Preferred Bidder/Concessionaire.

Nothing herein shall prejudice the right of the Concessioning Authority to

recover from the Concessionaire any amounts due and payable to it by the Concessionaire hereunder.

Notwithstanding anything to the contrary contained in this Agreement, any Termination pursuant to the provisions of this Agreement shall be without



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prejudice to accrued rights of a Party, including its right to claim and recover money damages and other rights and remedies which it may have in law or contract. All rights and obligations of a Party under this Agreement, including without limitation termination payment, shall survive the termination of this Agreement to the extent such survival is necessary for giving effect to such rights and obligations.

(III) The Concessionaire expressly agrees that Termination Payment under this Article shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.



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ARTICLE 16 - DISPUTE RESOLUTION

Section 16.1 - Negotiation

The Parties shall use their respective reasonable endeavors to settle any dispute, difference, claim, question or controversy between the Parties arising out of, in connection with or in relation to this Agreement (including its interpretation) ("Dispute") amicably between themselves through negotiation. The Parties agree to use their best efforts for resolving all the Disputes arising under or in respect of this Agreement promptly, equitably and in good faith and further agree to provide each other with reasonable access during normal business hours, to all records, information and data pertaining to any Dispute. In case the Dispute is not resolved through negotiations within 45 days of the Party raising the Dispute, then the Parties have right to serve appropriate notices and approach Court/s in Hyderabad and Secunderabad Jurisdiction in accordance with the provisions of this Agreement



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ARTICLE 17 - MISCELLANEOUS PROVISIONS

Section 17.1 - Governing Law and Jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by the laws of India and the courts at Hyderabad/ Telangana, shall have jurisdiction over all matters arising out of or relating to this Agreement.

Section 17.2 - Waiver & Remedies

(a) The waiver by either Party, including conditional or partial waiver, of any default by the other Party in the observance and performance of any provision of or obligations or under this Agreement:

(i) shall not operate or be construed as a waiver of any other or

subsequent default hereof or of other provisions or obligations under this Agreement;

(ii) shall not be effective unless it is in writing and executed by a duly

authorized representative of such Party; and

(iii) shall not affect the validity or enforceability of this Agreement in any manner.

(b) No failure on the part of any Party to exercise, and no delay in exercising,

any right, power, obligation or privilege hereunder or time or indulgence granted by a Party to the other Party shall operate or be treated or deemed as a waiver thereof or a consent thereto or the acceptance of any variation or relinquishment of any such right hereunder; nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by the Applicable Laws.

(c) Neither the failure by either Party to insist on any occasion upon the

performance of the terms, conditions and provisions of this Agreement or any obligation there under nor time or other indulgence granted by a Party to the other Party shall be treated or deemed as waiver of such breach or acceptance of any variation or the relinquishment of any such right hereunder.



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Section 17.3 - Survival

The Termination/expiry of this Agreement shall not relieve either Party of any obligations hereunder which expressly or by implication survive Termination/expiry hereof.

Section 17.4 - Entire Agreements and Amendments

(a) This Agreement constitutes the complete, exclusive and entire statement of the terms of the agreement between the Parties on the subject hereof and supersede all previous agreements or arrangements between the Parties, including any memoranda of understanding entered into in respect of the contents hereof.

(b) No amendment or modification or waiver of any provision of this

Agreement, nor consent to any departure by any of the Parties there from, shall in any event be valid and effective unless the same is in writing and signed by the Parties or their duly authorised representative especially empowered in this behalf and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

Section 17.5 - Notices

Unless otherwise stated, notices to be given under this Agreement shall be in writing and shall be given by hand delivery, recognised courier, mail, telex or facsimile transmission and delivered or transmitted to the Parties at their respective addresses set forth below: If to Concessioning Authority: -------------------------------------------------------- -------------------------------------------------------- Fax No. --------------------------------------------- Attn: If to Concessionaire: -------------------------------------------------------- -------------------------------------------------------- Fax No. --------------------------------------------- Attn: Or such address, telex number, or facsimile number as may be duly notified by the respective Parties from time to time, and shall be deemed to have been made or delivered (i) in the case of any communication made by letter, when delivered by hand, by recognized courier or by mail (registered, return receipt requested) at that



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address and (ii) in the case of any communication made by telex or facsimile, when transmitted properly addressed to such telex number or facsimile number. In case any Party changes its address, communication numbers, or directed attention as set forth above, it shall notify the other Party in writing prior to the adoption thereof.

Section 17.6 - Severability

(a) If for any reason whatever any provision of this Agreement is or becomes invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not prejudice or affect the remaining provisions of this Agreement which shall continue in full force and effect.

(b) The Parties will negotiate in good faith with a view to agreeing upon one or more provisions which may be substituted, as nearly as is practicable, to such invalid, illegal and unenforceable provision. Provided failure to agree upon any such provisions shall not be subject to the Dispute Resolution Procedure under this Agreement or otherwise.

Section 17.7 - No Partnership

Nothing contained in this Agreement shall be construed to create an association, trust, partnership, agency or joint venture among the Parties and Parties shall be liable to perform their respective duties and discharge their respective liabilities or obligations in accordance with the Provisions of this Agreement. Neither Party shall have any authority to bind the other in any manner whatsoever.

Section 17.8 - Language

The language of this Agreement is English. All notices, correspondence, Project Contracts, documentation, Designs and Drawings, DPR, design data, test reports, certificates, specifications and standards and information in respect of this Agreement, under or in connection with this Agreement shall be in the English language. All other written and printed matter, communications, documentation, proceedings and notices etc. pursuant or relevant to this Agreement shall be in the English language.

Section 17.9 - Counterparts

This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document.



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Section 17.10 - Regulatory Framework for Infrastructure Projects

Without prejudice to the rights and obligations of the Parties under this Agreement, if a regulatory framework for the grant, implementation and supervision of Concessions related to infrastructure projects is introduced by GOI or GOT , the Parties shall consult in good faith and to agree to such amendments to this Agreement, as may be reasonably necessary to take account of such regulatory framework but so that the rights of the Concessionaire hereunder are not adversely affected or additional material liabilities imposed.

Section 17.11 - Remedies Cumulative

The exercise of right by either Party to terminate this Agreement, as provided herein, shall not preclude, such Party from availing any other rights or remedies that may be available to it under law. All remedies available to the Parties shall be cumulative and the exercise or failure thereof of one or more remedies by any Party shall not limit or preclude the exercise of or constitute a waiver of any other remedies by such Party.

Section 17.12 - Intellectual Property Rights and Confidentiality

(a) Intellectual Property Rights

The Concessionaire accepts and agrees that the Concessioning Authority shall be the absolute and exclusive owner and proprietor of the all details, plans, specifications, schedules, programs, budget, reports, calculations and other work relating to the Project hereafter referred to as "Proprietary Material", which have been or are hereafter written, originated or made by any of the Concessionaire or the Persons claiming through or under it or any of their respective employees, contractors, consultants or agents in connection with this Agreement or the design, construction, insurance and financing of the Project. All Proprietary Material shall be clearly marked as such in capital letters and in bold face print.

(b) Confidentiality

No Party shall, without the prior written consent of the other Party, at any time divulge or disclose or suffer or permit its servants or agents to divulge or disclose to any Person or use for any purpose unconnected with the Project any information which is by its nature or is marked as Proprietary Material or “confidential”, concerning the other (including any information concerning the contents of this Agreement) except to its officers, directors, employers, agents, representatives and professional advisors or as may be required by any law, rule, regulation or any judicial process; provided, however, that a Party, with the written consent of the other Party, may issue press releases containing non-sensitive information in relation to the progress of the Project. This provision shall not apply to information:



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a) already in the public domain, otherwise than by breach of this

Agreement; b) already in the possession of the receiving Party on a lawful basis before

it was received from the other Party in connection with this Agreement and which was not obtained under any obligation of confidentiality;

c) obtained from a Third Party who is free to divulge the same and which was not obtained under any obligation of confidentiality;

d) disclosed to the Lenders under terms of confidentiality; or e) which is required to be disclosed by judicial, administrative or stock

exchange process, any enquiry, investigation, action, suit, proceeding or claim or otherwise by or under any Applicable Law or by any Government Authority.

Section 17.13 - Joint and Several Liability of the Members of the Consortium

In case the Concessionaire is a Consortium, all the members of the Consortium shall be jointly and severally liable to the Concessioning Authority for compliance with the terms of this Agreement. The Lead Member shall have the authority to bind all the members of the Consortium.

Change of management of the Preferred Bidder (lead member in case of consortium) is not allowed within construction period and initial two years of project operations. However, after the aforesaid period and with the prior approval of TSIIC, change of management may be allowed.

In case of a Consortium, the Consortium agreement shall be valid for at least three years from the date of Consortium agreement.

Section 17.14 - No Liability for Review

Except to the extent expressly provided in this Agreement, (a) no review, comment or approval by the Concessioning Authority/Government Authorities/ Independent Engineer/Consultant of the DPR, the Designs and Drawing, the Transaction Documents or the documents submitted by the Concessionaire nor any observation or inspection of the construction, operation or maintenance of the Project Facility nor the failure to review, approve, comment, observe or inspect hereunder shall relieve or absolve the Concessionaire from its obligations, duties and liabilities under this Agreement, the Applicable Laws and Applicable Permits; and (b) the Concessioning Authority or any Government Authority or Project Facility shall not be liable to the Concessionaire by reason of any review, comment, approval observation or inspection referred in sub-section (a) above.



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Section 17.15 – Depreciation

For the purpose of depreciation under the Applicable Laws, the property representing the capital investments made by the Concessionaire in the Project shall be deemed to be acquired and owned by the Concessionaire

Section 17.16 Assignability

(a) Except as otherwise provided in this Agreement, the Concessionaire shall not assign its rights, title or interest in this Agreement in favour of any Persons without prior written consent of the Concessioning Authority. Provided the Concessionaire may assign its rights, interests and benefits under this Agreement to the Lenders as security for the Financial Assistance.

(b) Notwithstanding anything to the contrary contained in this Agreement, the

Concessioning Authority may, after giving 60 (sixty) days’ notice to the Concessionaire, assign any of its rights and benefits and/or obligations hereunder pursuant to any direction of Government of India, Government of Telangana, by the operation of law on such terms and conditions as the Concessioning Authority may deem appropriate or as may be required by law.

Section 17.17 - Interest and Right to Set Off

(a) Any sum which becomes payable under any of the provisions of this Agreement by one Party to the other Party shall, if the same is not paid within the time allowed for payment thereof, shall be deemed to be a debt owed by the Party responsible for payment thereof to the Party entitled to receive the same. Without prejudice to any other right or remedy that may be available under this Agreement or otherwise under law, the Party entitled to receive such amount shall also have the right of set off.

(b) The Parties hereto agree that payments due from one Party to the other

Party under the provisions of this Agreement shall be made within the period set forth therein and if no such period is specified, within 14 (fifteen) days of receiving a demand along with the necessary particulars. In the event of delay beyond such period, the defaulting Party shall pay interest for the period of delay calculated at a rate equal to the prime lending rate of the State Bank of India plus 2% (two percent), and recovery thereof shall be without prejudice to the rights of the Parties under the Law and this Agreement, including termination thereof.

IN WITNESS WHEREOF the Parties have executed and delivered this Agreement

by their duly authorised representative on the date first above written:



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Signed on behalf of the Greater

Hyderabad Municipal Corporation.

_________________________(Signature

)

_________________________(Name)

_____________________(Designation)

SIGNED, SEALED AND DELIVERED

Concessionaire by the hand of its

Authorized representative

Mr.________.

____________________(Signature)

_______________________(Name)

__________________(Designation)

pursuant to Resolution dated........ of

its Board of Directors.

Preferred Bidder by the Hand of its

Authorized representative

Mr.________.

____________________(Signature)

_______________________(Name)

__________________(Designation)

pursuant to Resolution dated........ of

its Board of Directors.

In the presence of

Witnesses:

(i)

(ii)



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Appendix I

Letter of Intent (LOI)

This will be issued by TSIIC to the ‘Preferred Bidder’ upon completion of bid evaluation process and approval by the Competent Authority.



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Appendix II

“Project Location”

[Location Map to be enclosed]



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Appendix III

GUIDELINES FOR THE COMPUTATION OF DEPRECIATED HISTORICAL

COST

1. The Depreciated Historical Cost (“DHC”), wherever applicable, shall be

computed based on the following norms:

The depreciation shall be calculated on straight line basis. The depreciation

rates shall be in accordance with the provisions of the Companies Act 1956,

as may be amended from time to time

2. The date of existence of asset for the computation of the depreciated value

shall be the date on which it was scheduled to be completed in all respects or

the date on which it becomes capable of being put to or used for commercial

operation, whichever is earlier. In respect of replacement assets, the assets

shall be deemed to have come into existence when the same is capable of

being put to or used for commercial operation as the replacement asset or

the date when it was actually put to use, whichever is earlier.

3. Wherever Book Value or Depreciated Historical Cost is applicable, the original cost of such assets and those which have come in as replacement assets shall be that cost, established by the Concessionaire, to the satisfaction of the Concessioning Authority, with Chartered Accountant's, Public Accountant's and valuer's certificates and duly supported by bills and other documents of manufacturers/ suppliers/ civil works contractors, at the time of installation.



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Appendix- IV

Format for

BANK GUARANTEE FOR PERFORMANCE SECURITY

(On requisite Stamp Paper)

In consideration of Telangana State Industrial Infrastructure Corporation Limited at

Hyderabad (hereinafter called "the Concessioning Authority") having agreed to

exempt __________________ (hereinafter called "the Concessionaire) from the

demand, under the terms and conditions of Letter of Intent (LOI) issued in respect

of the “Development of Urban Street Infrastructure for ISB road from DLF circle to

Varun Motors, Hyderabad, Telangana on PPP mode under IALA Nanakramguda”

project on Design, Build, Finance, Operate and Transfer (DBFOT) and subsequent

Concession Agreement being signed between Concessionaire and the Concessioning

Authority for performance of the Agreement to be made (hereinafter called "the said

Agreement"), for the due fulfillment by the said Concessionaire of the terms and

conditions contained in the said Agreement, on production of a Bank Guarantee for

Rs. _____ Lakhs (Rupees ______________________________Only).

We, ______________________ (hereinafter referred (indicate the name of the

bank) to as "the Bank") at the request of Concessionaire do hereby undertake to

pay to the CONCESSIONING AUTHORITY an amount not exceeding Rs. __________

Lakhs against any non fulfillment of the obligations of the Agreement or loss or

damage caused to or suffered or would be caused to or suffered by the

CONCESSIONING AUTHORITY by reason of any breach of any terms and conditions

contained in the said Agreement by the said Concessionaire of any of the terms or

conditions contained in the said Agreement.

We ____________________ (indicate the name of the bank) do hereby undertake

to pay the amounts due and payable under this guarantee without any demur,

hereby on a demand from the CONCESSIONING AUTHORITY stating that the

amount claimed is due by way of loss or damage caused to or would be caused to or

suffered by the CONCESSIONING AUTHORITY by reason of breach of any terms and

conditions contained in the said Agreement by the said Concessionaire of any of the

terms or conditions contained in the said Agreement or by reason of the

Concessionaire failure to perform the said Agreement. Any such demand made on

the bank shall be conclusive as regards the amount due and payable by the Bank

under this guarantee. However, our liability under this guarantee shall be restricted

to an amount not exceeding Rs. ___________.



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We undertake to pay to the CONCESSIONING AUTHORITY any money so demanded

not withstanding any dispute or disputes raised by the Concessionaire in any suit or

proceeding pending before any court or Tribunal relating thereto our liability under

this present being absolute and unequivocal. The payment so made by us under this

bond shall be a valid discharge of our liability for payment hereunder and the

Concessionaire shall have no claim against us for making such payment.

We,_____________________(indicate the name of bank) further agree that the

guarantee herein contained shall remain in full force and effect during the period

that would be taken for the performance of the said Agreement and that it shall

continue to be enforceable till all the dues of TSIIC under or by virtue of the said

Agreement have been fully paid and its claims satisfied or discharged or till the

CONCESSIONING AUTHORITY certifies that the terms and conditions of the said

Agreement have been fully and properly fulfilled/carried out by the said

Concessionaire and accordingly discharges this guarantee. Unless a demand or

claim under this guarantee is made on us in writing on or before

_________________ (indicate the date till the validity of this BG from the date of

signing Agreement), we shall be discharged from all liability under this guarantee

thereafter.

We, ___________________________(indicate the name of bank) further agree with

the CONCESSIONING AUTHORITY shall have the fullest liberty without our consent

and without affecting in any manner our obligations hereunder to vary any of the

terms and conditions of the said Agreement or to extend time of performance by the

said Concessionaire from time to time or to postpone for any time or from time to

time any of the powers exercisable by CONCESSIONING AUTHORITY against the

said Concessionaire and to for bear or enforce any of the terms and conditions

relating to the said Agreement and we shall not be relieved from our liability by

reason of any such variation, or extension being granted to the said Concessionaire

or for any forbearance, act or omission on the part of the CONCESSIONING

AUTHORITY or any indulgence by the CONCESSIONING AUTHORITY to the said

Concessionaire or by any such matter or thing whatsoever which under the law

relating to sureties would, but for this provision, have effect of so relieving us.

This Guarantee will not be discharged due to the change in the constitution of the

Bank or the Concessionaire.

We, ________________________ (indicate the name of bank) undertake not to

revoke this guarantee during its currency except with the previous consent of

CONCESSIONING AUTHORITY in writing.



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The Guarantor agrees absolutely, irrevocably and unconditionally guarantees and

undertakes to pay to CONCESSIONING AUTHORITY sum of, Rs. __________without

any protest or demur and upon receipt of first written demand from

CONCESSIONING AUTHORITY. This Guarantee is independent of the terms and

conditions of the Concession Agreement and its validity.

Dated the _______day of ________________ (Month & Year) for

____________________________________________(indicate the name of the

Bank).

IN WITNESS WHEREOF the Guarantor has executed this Guarantee on this _____

day of _______________and year first herein above written.

Signed and delivered by the above named ________________Bank by its Authorized

Signatory as authorized by

Board Resolution passed on ______/Power of Attorney dated […………]

_______________

Authorized Signatory

Name :

Designation:

In the presence of:

1.

2.