the upper ganga canal (ugc) expressway...

Uttar Pradesh Expressways Industrial Development Authority

REQUEST FOR PROPOSAL

for Development of

THE UPPER GANGA CANAL (UGC) EXPRESSWAY PROJECT

on Design Build Finance Operate & Transfer (DBFOT) basis in PPP mode.

VOLUME 1 – INSTRUCTIONS TO BIDDERS

Project Development Consultants:

IL&FS Infrastructure Development Corporation Limited

10th July 2010

The UGC Expressway Project Request for Proposal

Volume 1: Instructions to Bidders

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UPEIDA

UTTAR PRADESH EXPRESSWAYS INDUSTRIAL DEVELOPMENT AUTHORITY C-13, 2nd Floor, Parayatan Bhawan, Vipin Khand, Gomti Nagar, Lucknow- 226010 0522-2302536/2301492, Fax-0522-2301142 [email protected]

LETTER OF INVITATION TO SUBMIT THE BID Ref No. [ ]/UPEIDA/[ ] Dated: [ ]

To,

[Name and Address of the Pre-Qualified Bidder]

Subject: The UGC Expressway Project – Issue of Request for Proposal Document to

Pre-Qualified Applicants

Dear Sir,

Pursuant to application of M/s ____________________________in response to the Request for Qualification (the “RFQ”) dated 24th January 2010 for the captioned project and the evaluation of the RFQ application by Uttar Pradesh Expressways Industrial Development Authority (UPEIDA), M/s ______________________has been short listed as one of the “Pre-Qualified Applicants” and are found eligible to participate further in bidding process. Attached herewith please find the Request for Proposal (RFP) document comprising the following:

Volume 1: Instructions to Bidders Volume 2: Draft Concession Agreement

i. Technical Schedules ii. Non-Technical Schedules

Volume 3: Feasibility Report You are requested to participate in the Bid Stage and submit the financial proposal (the “Bid”) for the captioned project in accordance with the RFP.

Kindly note that the Authority reserves the right to accept or reject all or any of the bids without assigning any reason whatsoever.

Kindly acknowledge the receipt of this letter of invitation within 7 days of receipt of the same.

Thanking you,

Yours faithfully,

Sd/-

Chief Executive Officer



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GLOSSARY

Ancillary Works As defined in Clause 1.1.3

Associate As defined in Clause 2.1.14

Authority As defined in Clause 1.1.1

Bank As defined in Clause 2.20.2

Bank Guarantee As defined in Clause 2.20.1

Bid(s) As defined in the Disclaimer

Bidders As defined in Clause 1.2.2

Bidding Documents As defined in Clause 1.1.7

Bid Due Date As defined in Clause 1.2.2

Bidding Process As defined in Clause 1.2.1

Bid Security As defined in Clause 1.2.4

Bid Stage As defined in Clause 1.2.1

Concession As defined in Clause 1.1.5

Concessionaire As defined in Clause 1.1.2

Concession Agreement As defined in Clause 1.1.2

Conflict of Interest As defined in Clause 2.1.14

Total Project Cost As defined in Clause 1.1.3

Government Government of Uttar Pradesh

LOI As defined in Clause 3.3.5

Member Member of a Consortium

Bid Amount As defined in Clause 1.2.6

Optional Land Value As defined in Clause 1.2.6

PPP Public Private Partnership

Project As defined in Clause 1.1.3

Re. or Rs. or INR Indian Rupee

RFP or Request for Proposals As defined in the Disclaimer

RFQ As defined in Clause 2.1.2

Selected Bidder As defined in Clause 3.3.1

Tie Bidders As defined in Clause 3.3.2

The words and expressions beginning with capital letters and defined in this document

shall, unless the context otherwise requires, have the meaning ascribed thereto herein. The

words and expressions beginning with capital letters and not defined herein, but defined in

the RFQ, shall, unless the context otherwise requires, have the meaning ascribed thereto

therein. The words Annexure means the Annexure to the RFP and words Schedule means

the Schedules to the Concession Agreement.



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TABLE OF CONTENTS

LETTER OF INVITATION TO SUBMIT THE BID ............................................................................. 2

GLOSSARY ............................................................................................................................................... 3

TABLE OF CONTENTS .......................................................................................................................... 4

DISCLAIMER ........................................................................................................................................... 7

1. INTRODUCTION ............................................................................................................................ 9

1.1 Background ......................................................................................................................................................... 9

1.2 Brief Description of Bidding Process .................................................................................................. 19

1.3 Schedule of Bidding Process ................................................................................................................... 20

2. INSTRUCTIONS TO BIDDERS ...................................................................................................21

A. GENERAL ................................................................................................................................................................ 21

2.1. General terms of Bidding .......................................................................................................................... 21

2.2 Change in composition of the Consortium....................................................................................... 24

2.3 Minimum Equity Requirement .............................................................................................................. 24

2.4 Cost of Bidding ............................................................................................................................................... 25

2.5 Site visit and verification of information .......................................................................................... 25

2.6 Verification and Disqualification .......................................................................................................... 27

B. DOCUMENTS ................................................................................................................................................... 28

2.7 Contents of the RFP ..................................................................................................................................... 28

2.8 RFP Clarifications.......................................................................................................................................... 29

2.9 Amendment of RFP ...................................................................................................................................... 29

C. PREPARATION AND SUBMISSION OF BIDS ......................................................................................... 30

2.10 Format and Signing of Bid ........................................................................................................................ 30

2.11 Sealing and Marking of Bids .................................................................................................................... 30

2.12 Bid Due Date .................................................................................................................................................... 32

2.13 Late Bids ............................................................................................................................................................ 32

2.14 Contents of the Bid ....................................................................................................................................... 32

2.15 Modifications/ Substitution/ Withdrawal of Bids ....................................................................... 32

2.16 Authority’s Right to Accept or Reject Bid ......................................................................................... 32

2.17 Validity of Bids ............................................................................................................................................... 32

2.18 Confidentiality ................................................................................................................................................ 33

2.19 Correspondence with the Bidder ......................................................................................................... 33

D. BID SECURITY ...................................................................................................................................................... 33

2.20 Bid Security ...................................................................................................................................................... 33

3. EVALUATION OF BIDS...........................................................................................................36

3.1 Opening and Evaluation of Bids ............................................................................................................ 36

3.2 Tests of responsiveness ............................................................................................................................. 36

3.3 Selection of Bidder ....................................................................................................................................... 37

3.4 Contacts during Bid Evaluation ............................................................................................................. 38

3.5 Execution of the Concession Agreement .......................................................................................... 39



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4. FRAUD AND CORRUPT PRACTICES .......................................................................................40

5. PRE-BID CONFERENCE ..............................................................................................................42

6. LETTER OF INTENT ...................................................................................................................43

6.1 Acceptance of Letter of Intent (LOI) and Execution of Concession Agreement ........... 43

6.2 Performance Security ................................................................................................................................. 43

6.3 Project Development Expenses & Success Fees............................................................................ 44

6.4 Payment for Forest Diversion ................................................................................................................ 44

6.5 Payment of Bid Amount or Optional Land Value ......................................................................... 44

6.6 Payment for acquisition of Additional Land for UGC Expressway & land for Link

Expressways ................................................................................................................................................................... 45

6.7 Payments for R&R ........................................................................................................................................ 45

6.8 No Interest on Advances/Payments. .................................................................................................. 46

7. MISCELLANEOUS ........................................................................................................................47

APPENDIX I ..........................................................................................................................................49

Letter comprising the Financial Bid ................................................................................................................... 49

APPENDIX – IA .....................................................................................................................................55

Format for Proposal Submission ......................................................................................................................... 55

APPENDIX – IB .....................................................................................................................................56

Format for Affidavit .................................................................................................................................................... 56

APPENDIX – IC .....................................................................................................................................57

Format for Anti-Collusion Certificate ................................................................................................................ 57

APPENDIX – II ......................................................................................................................................58

Bank Guarantee for Bid Security .......................................................................................................................... 58

APPENDIX – III ....................................................................................................................................61

Power of Attorney for Signing of Bid ................................................................................................................. 61

APPENDIX – IV .....................................................................................................................................63

Power of Attorney for Lead Member of Consortium ................................................................................. 63

APPENDIX – V ......................................................................................................................................65

Commitment Letter for Undertaking Development of Navigational Facilities ............................ 65

APPENDIX – VI .....................................................................................................................................67

APPENDIX VII ......................................................................................................................................68

Joint Bidding Agreement .......................................................................................................................................... 68

APPENDIX VIII .....................................................................................................................................73

Commitment Letter for Project Development Expense & Success Fees .......................................... 73

Annexure A ..........................................................................................................................................75

Details of Assured and Optional Land Parcels .............................................................................................. 75

Annexure B ..........................................................................................................................................76

Timelines for release of Land Parcels & related rights ............................................................................ 76

Annexure C ...........................................................................................................................................78

Notifications regarding Applicable Tax Incentives available in the State of UP through

Udyogig Newesh Protsahan Yojna, 2003 and tax notifications dated 19 January 2005 and

17 November 2007...................................................................................................................................................... 78



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Annexure D ..........................................................................................................................................83

G.O. 1820/77-3-09-286-N/07 dated 22nd May 2009, issued by Department of

Infrastructure and Industrial Development, GoUP. ................................................................................... 83

Annexure E ...........................................................................................................................................88

Contents of Feasibility Report ............................................................................................................................... 88

Annexure F ...........................................................................................................................................89

Implementation Schedule ........................................................................................................................................ 89

(Refer two A3 size charts attached herewith) .............................................................................................. 89



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DISCLAIMER

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

to the RFP issued subsequently provided to Bidder(s), by or on behalf of the Authority or

any of their employees or advisors, is provided to Bidder(s) on the terms and conditions set

out in this RFP and such other terms and conditions subject to which such information is

provided.

This RFP is not an agreement and is neither an offer nor invitation by the Authority to the

prospective Bidders or any other person. The purpose of this RFP is to provide interested

parties with information that may be useful to them in making their financial offers

pursuant to this RFP (the "Bid"). This RFP includes statements, which reflect various

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

assumptions, assessments and statements do not purport to contain all the information that

each Bidder may require. This RFP may not be appropriate for all persons, and it is not

possible for the Authority, its employees or advisors to consider the investment objectives,

financial situation and particular needs of each party who reads or uses this RFP. The

assumptions, assessments, statements and information contained in this RFP, especially the

Feasibility Report(s), may not be complete, accurate, adequate or correct. Each Bidder

should, therefore, conduct its own investigations and analysis and should check the

accuracy, adequacy, correctness, reliability and completeness of the assumptions,

assessments, statements and information contained in this RFP and obtain independent

advice from appropriate sources.

Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of

which depends upon interpretation of law. The information given is not an exhaustive

account of statutory requirements and should not be regarded as a complete or

authoritative statement of law. The Authority accepts no responsibility for the accuracy or

otherwise for any interpretation or opinion on law expressed herein.

The Authority, its employees and advisors make no representation or warranty and shall

have no liability to any person, including any Applicant or Bidder under any law, statute,

rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for

any loss, damages, cost or expense which may arise from or be incurred or suffered on

account of anything contained in this RFP or otherwise, including the accuracy, adequacy,

correctness, completeness or reliability of the RFP and any assessment, assumption,

statement or information contained therein or deemed to form part of this RFP or arising

in any way in this Bid Stage.

The Authority also does not accept liability of any nature whether resulting from negligence

or otherwise howsoever caused arising from reliance of any Bidder upon the statements

contained in this RFP.

The Authority may in its absolute discretion, but without being under any obligation to do

so, update, amend or supplement the information, assessment or assumptions contained in



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this RFP. The issue of this RFP does not imply that the Authority is bound to select a Bidder

or to appoint the Selected Bidder or Concessionaire, as the case may be, for the Project and

the Authority reserves the right to reject all or any of the Bidders or Bids without assigning

any reason whatsoever.

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.

The Bidders are prohibited from any form of collusion or arrangement by a Bidder (or its

advisers or consultants) in an attempt to influence the selection and award process. 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 of the Authority or to any other person in a position

to influence the decision of the Authority for showing any favour in relation to this RFP or

any other contract, shall render the Bidder to such liability/penalty as the Authority may

deem proper, including but not limited to rejection of the Bid and forfeiture of its Bid

Security.

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

Each Bidder’s acceptance of delivery of this RFP constitutes its acceptance of the terms set

forth in this Disclaimer. By acceptance of this RFP, the recipient agrees that this RFP and

any information herewith supersedes document(s) or earlier information, if any, in relation

to the subject matter hereof.



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1. INTRODUCTION

1.1 Background

1.1.1 Government of Uttar Pradesh (GoUP) through Uttar Pradesh Expressways

Industrial Development Authority (UPEIDA), (hereinafter referred as the

“Authority”) proposes to develop “08 lane access controlled Expressway on

the right bank of upper Ganga Canal from Sanauta Bridge (Greater Noida) to

near Purkazi (District Muzaffarnagar) before Uttar Pradesh-Uttarakhand

Border”. To achieve this objective, the Authority, through a competitive bidding

process, appointed IL&FS Infrastructure Development Corporation Limited

(“IL&FS IDC”) as Project Consultants to the Authority for project

conceptualization, feasibility study, project structuring, bid process management

and assisting the Authority in final selection of the Concessionaire.

Name of the Project:

“08 lane access controlled Expressway on the right bank of upper Ganga Canal

from Sanauta Bridge (Greater Noida) to near Purkazi (District Muzaffarnagar)

before Uttar Pradesh-Uttarakhand Border” (‘The UGC Expressway Project”)

1.1.2 The Selected Bidder shall incorporate a limited liability company under the

Companies Act, 1956 as a Special Purpose Vehicle (SPV) prior to the execution of

the Concession Agreement between the SPV and the Authority (the

“Concessionaire”), which shall be responsible for designing, engineering,

financing, procurement, construction, operation & maintenance and transfer the

Project to the Authority, under and in accordance with the provisions of the

“Concession Agreement” in the form (the draft of which is provided in Volume

2 of this RFP) provided by the Authority as part of the Bidding Documents

pursuant hereto.

1.1.3 “The UGC Expressway Project” will broadly include:

Sn Key Information Details

1. The UGC

Expressway Project

1. UGC Expressway & Link Expressways i. UGC Expressway

a) Length of the UGC Expressway -147.8 Km b) Number of Major/Minor Bridges - 25 Nos. c) Number of Flyovers - 4 Nos. d) Length of Viaduct length – 2985m e) Number of ROB - 3 Nos. f) Number of Underpasses - VUP 32 Nos. g) Number of Culvert - 11 Nos. Apart from these

balancing culverts are provided after every 750m.

h) Number of bridges across UGC – 24 Nos. i) Length of approaches with height of

Embankments more than 6m - 27.10 Km j) Type of Pavements - Flexible Pavement except in

Toll Plazas where provision has been made for Rigid Pavement.



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k) Toll Plazas - 2 Nos. l) Truck Laybyes – 3 Nos.

ii. Link Expressways

a) Length of the Link Expressways - 68.5 Km i. Link Expressway to proposed terminal point

of Dedicated Freight Corridor at Partapur (Meerut) and Meerut Airport (New green field alignment) - 23.5 km

ii. Link Expressway to Deoband (New green field alignment) - 16.5 km

iii. Link Expressway to NH-24 at Masuri (New green field alignment) - 3.5 km

iv. 25 km future Link Expressways (2 nos.)

b) Number of Major / Minor Bridges - 19 Nos c) Number of Flyovers - 3 Nos. d) Number of Viaduct - 700 m e) Number of ROB - 3 Nos. f) Number of Underpasses - 2No. VUP and 17 Nos.

PUP g) Number of Culverts - 3 Nos. Apart from these

balancing culverts are provided after every Km. h) Length of approaches with height of

Embankments more than 6 m -10.340 Km i) Type of Pavements - Flexible Pavement j) Toll Plazas - Nil

The Concessionaire shall be entitled to levy and charge a pre-determined Fee as applicable from Users of the UGC Expressway & Link Expressways as notified by GoUP as detailed in Schedule R of the Concession Agreement.

2. Hydro Electric Power Stations (HEPS)

Land area of 6 (six) hectares each at Nirgajni, Chittaura, Salawa, Dasna and Jauli totaling 30 (thirty ) hectares is exclusively earmarked for HEPS. For the proposed HEPS

Sn. Fall locations, District

Area reserved for HEPS (Ha.)

Tentative Proposed Capacity (MW)

Canal Chainage (km)

1 Nirgajini, Muzaffarnagar

6.00 9.00 68.35

2 Jauli, Muzaffarnagar

6.00 5.80 77.60

3 Chitaura, Muzaffarnagar

6.00 6.60 89.96

4 Salawa, Meerut

6.00 6.60 108.40

5 Bhola, Meerut -- 3.00 135.64 6 Jani escape,

Meerut -- 4.60 140.45

7 Dasna, Ghaziabad

6.00 1.80 169.92

Total 30.00 37.40



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at Jani escape, Concessionaire shall acquire land at his own cost and risk or carryout integrated design of the HEPS at the existing fall location in the offtake canal. In case, the Concessionaire carries an optimal design of the HEPS as part of the integral unit of cross regulator at fall locations in the Upper Ganga Canal subject to provision for navigation locks & navigation channels, then any land saved due to optimal design and construction shall be available for the Concessionaire for related developments as permitted in Assured Land Parcels subject to approval of the optimal design by UPEIDA/Irrigation Department/Independent Engineer.

3. Development of Land Parcels i. Assured Land Parcel: Land area totaling to

approximately 97.377 Hectares spread over 6 (six) locations on the banks of Upper Ganga Canal (refer Annexure A for details of Assured Land Parcel).

ii. Optional Land Parcel: Land area totaling to _________ Hectares opted by the Selected Bidder (as per its financial bid) in vicinity of the UGC (subject to a maximum area of approx. 1980 Hectares spread over 19 (nineteen) villages in 3 (three) districts). (refer Annexure A for details of the Optional Land Parcels).

4. Navigation Facilities (optional)

i. Development of UGC as Class II waterway from Dehra to Tughlaqpur and navigation in the stretch between Dehra to Sanauta shall depend upon the requisite water draft and vertical & horizontal clearance.

Sn. Village /

Tehsil, District name

Area reserved for channels (Ha.)

UGC Chainage

Left /Right bank of Canal

1 Dasna, Ghaziabad

8.00 169.977 Left

2 Bhola, Meerut

6.00 135.640 Left

3 Salawa, Meerut

8.00 108.400 Right & Left

4 Chittaura, Muzaffarnagar

8.00 89.975 Left

5 Jauli, Muzaffarnagar

8.00 77.680 Left

6 Nirgajni, Muzaffarnagar

8.00 68.360 Right & Left

7 Tughlaqpur, Muzaffarnagar

9.558 61.281 Left

Total area 55.558

Land area of 8 (eight) hectares near fall locations at Dasna, Salawa, Chittaura, Jauli and Nirgajni totaling 40 (forty) hectares; 6 (six) hectares at Bhola and about 9.558 hectares spread over 3 parcels at Tughlaqpur is exclusively earmarked for navigation channel and reserved area. In case, the Concessionaire opts for



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navigation facility and carries an optimal design of the navigation locks as part of the integral unit of cross regulator at fall locations in the Upper Ganga Canal, then any land saved due to optimal design and construction shall be available for the Concessionaire for related developments as permitted in Assured Land Parcels subject to approval of the optimal design by UPEIDA/Irrigation Department/ Independent Engineer.

The above four projects shall be collectively referred to as “The

UGC Expressway Project” or “Project”.

2. Mandatory Development Obligations of the Concessionaire

i. UGC Expressway & Link Expressways

ii. Hydro Electric Power Stations

3. Optional

Development

Obligations of the

Concessionaire

Commitment Letter

i. Navigation Facilities

ii. Development of Assured Land Parcels

iii. & Optional Land Parcels & development thereof

The Bidders are required to provide a commitment letter (Refer

Appendix V) for undertaking development of Navigational

Facilities.

4. Ancillary Works to

be carried out by

Concessionaire /

Irrigation

Department / Public

Works Department /

GNIDA/ GoUP as per

Schedule E of the

Concession

Agreement

i. Ancillary Works by Concessionaire

a. Repair & Rehabilitation of UGC; (Refer Table E.1 of

Schedule E of DCA) &

b. Construction of Service Road (Refer Table E.2 of

Schedule E of DCA)

and

ii. Other Ancillary Works

a. Raising of three NH Bridges & three Railways Bridges

(Refer Table E.3 of Schedule E of DCA)

b. Connecting Roads & Interchanges (Refer Table E.4 of

Schedule E of DCA)

5. Incentives for the

Project / GoUP’s

contribution (subject

to requisite

clearances/approvals

from Forest Dept, GoI

for diversion of

forest land for non-

forestry purposes)

i. Right of Way (RoW) for UGC Expressway for an area of

approx. 655 Ha. along the canal available with Authority;

which will be provided free of cost to the Concessionaire.

Assured Land Parcels of estimated area of 97.377 Ha. along

the canal available with Authority; which will be provided

free of cost to the Concessionaire.

ii. Land area of 30Ha. for 5 nos. of HEPS at Nirgajni, Jauli,

Chittaura, Salawa and Dasna; which will be provided free of

cost to the Concessionaire.

iii. Land area of 55.558 Ha. for Navigation Facilities free of

cost; which will be provided free of cost to the

Concessionaire.



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iv. CDM Benefits as a result of implementation of Hydro

Electric Power Stations and Navigation Facilities as per

prevailing policy.

v. Applicable Tax Incentives available in the State of Uttar

Pradesh through Udyogik Niwesh Protsahan Yojna, 2003

and tax notifications dated 17 November 2007 & 12 June

2009 (Annexure C) as amended from time to time

vi. Project qualifies for all tax incentives as per G.O. 1820/77-

3-09-286-N/07 dated 22nd May 2009, issued by

Department of Infrastructure and Industrial Development,

GoUP as amended from time to time. (Annexure D)

vii. HEPS qualify for Ministry of New and Renewable Energy

(MNRE) capital subsidy as per policy as applicable from

time to time.

viii. Stamp duty will be exempted on proposed transfer of

above lands in terms of the policy of GoUP as applicable

from time to time.

6. Concession Period &

Lease Period

The Concession Period shall be 35 years (including construction

period) from Appointed Date for

i. UGC Expressway & Link Expressways

ii. Hydro Electric Power Stations

iii. Navigation Facilities (optional)

The Transfer Date of Leased Land shall be 90 years from the

Appointed Date for the UGC Expressway Project irrespective of

the date of execution of Lease Deed of such land.

Lease Period for Assured Land Parcels & Optional Land Parcels

shall commence from the date of execution of Lease Deed of

such land and remain effective upto the Transfer Date of Leased

Land.

7. Construction Period i. UGC Expressway & Link Expressways: 42 months from the

Appointed Date

ii. Hydro Electric Power Stations: 42 months from the

Appointed Date

iii. Navigation Facilities: 54 months from the Appointed Date

8. To be submitted by

the Selected Bidder

to the Authority as

per Letter of Intent

prior to the

execution of the

Concession

Agreement as per

i. Performance Security

ii. Project Development Expenses & Success Fee

iii. Advance deposit for cost of Forest Diversion

For the avoidance of any doubt, “Forest Diversion” means

diversion of Forest Land for non-forestry purposes required for

the Project and/or the Ancillary Works, including the cost of

NPV, land, as well as funds for compensatory afforestation,



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Section 6 of this RFP. logging and other operations for felling & removal of trees, etc.

9. Other costs to be

borne by the

Concessionaire as

per provision of

Section 6 of this RFP

(i) Cost of acquisition of Optional Land Parcels (OR) Bid

Amount.

(ii) Cost of acquisition of Additional Land for UGC Expressway

& land for Link Expressways

(iii) Payments for R&R

10. One-time charges to

be paid by the

Concessionaire to the

Authority

i. Administrative charges (capped up to a maximum of 10 %

of the cost of land acquisition/ compensation)

ii. 1% (one percent) of the cost of land acquisition required

for the Project as per terms and conditions of the

Concession Agreement.

iii. 0.25% (zero point two five percent) of the cost of 7 (seven)

nos. HEPS as per terms and conditions of the Concession

Agreement.

11. Annual payments /

charges to be made

by the

Concessionaire to

Authority/other

departments of GoUP

i. Annual Concession Fee of Rs. 100 (Rupees One Hundred)

only per annum for each of the following projects:

a. UGC Expressways & Link Expressways

b. Hydro Electric Power Stations

c. Navigation Facilities (optional)

ii. Annual Lease Rent at the rate of Rs. 100 (Rupees One

Hundred) only per Hectare per annum for Assured Land

Parcels & Optional Land Parcels

iii. 1% (one percent) of the revenue accrued to Concessionaire

by the way of collection of Fee from Users of the UGC

Expressway & Link Expressways as per terms and

conditions of the Concession Agreement.

iv. Water Cess equal to Rs. 0.05 (Rupees zero point zero five)

only per unit of power generated from the proposed HEPS

to Irrigation Department for the maintenance of the UGC

system as per UPNEDA policy and terms and conditions of

the Concession Agreement.

v. Free power @ 12% of the total - power generated from

HEPS during each financial year is to be provided to the

GoUP as per prevailing power policy of GoUP and terms

and conditions of the Concession Agreement.

vi. Free power and electric connection required for operation

of 15 HP capacity motor at each of 5 water-mill locations is

to be provided to Irrigation Department as approved by the

Authority and as per terms and conditions of the


12. Navigation Vessels of

the GoUP

Exempted from payment of any charge/fee for navigating the

canal



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13. State Support

Agreement

Various State Support Agreements have been executed with

National Highway Authority of India (NHAI) and its

Concessionaire for road projects in western U.P. including Agra

Rajasthan BOT road project and Meerut Muzaffarnagar BOT

road project.

14. Alignment Options

i. Hastinapur

Sanctuary

i. Authority has submitted the proposal for environmental

clearance from Ministry of Environment and Forest,

Government of India for the Project. The Concessionaire

shall implement the alignment of the UGC Expressway

based on the Environmental Clearance.

ii. Settling tank of

Bhagirathi Water

Treatment Plant

at Muradnagar

within the RoW

of the UGC

Expressway

ii. Authority is in discussion with Delhi Jal Board for shifting

the existing water settling tank within the RoW of UGC

Expressway. In case, of non availability of requisite RoW,

the Concessionaire shall either take the UGC Expressway

alignment on elevated structures or divert the UGC

Expressway alignment with prior approval from the

Authority

iii. Interchange at

Jarcha and

Sanauta (District

Gautam Budh

Nagar)

iii. Authority is in consultation with Greater Noida Industrial

Development Authority (GNIDA) for provision of

Connecting Roads and Interchanges at Jarcha and Sanauta

so as to have induced traffic on to the UGC Expressway

from NOIDA, Greater NOIDA, Eastern Peripheral

Expressway and its surrounding areas. The Concessionaire

shall implement the UGC Expressway alignment at these

locations as per design prepared in consultation with

GNIDA. The cost of implementation of Connecting Roads &

Interchanges at Jarcha and Sanauta shall be borne by

GNIDA.

iv. Link to Deoband Following two alignments to connect Deoband from the UGC

Expressway are available for Bidders to choose:

i. Purkazi to Deoband (Greenfield alignment)

ii. Nirgajini to Deoband via Barla (Existing alignment)

15. License and Lease

Rights of Assured

Land Parcels and

Optional Land

Parcels

i. The Concessionaire shall avail the license rights of available

RoW of UGC Expressway, HEPS and Assured Land Parcels

before the Appointed Date in terms of the Concession

Agreement.

ii. The Concessionaire shall avail the license rights of Optional

Land Parcels upon acquisition & possession of such land by

the Authority.

iii. However, the Concessionaire shall be entitled for Lease

Rights of Assured Land Parcels & Optional Land Parcels as

per timelines mentioned in Annexure B.



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16. Clearances and

Approvals

Concessionaire to obtain all required statutory approvals under

applicable laws, including environmental clearances from

Government of India / GoUP.

17. Miscellaneous i. Concessionaire to ensure maintenance of zero net withdrawal of ground water.

ii. Concessionaire to ensure road connectivity from Assured Land Parcels & Optional Land Parcels to the UGC Expressway & Link Expressways.

iii. Concessionaire will be liable to provide reservation in employment and other matters as per the GoUP policies as applicable.

iv. Concessionaire to avoid disposal of solid waste/sewage/hazardous waste into the Canal.

v. Concessionaire to comply strictly with all the provisions of Northern India Canal & Drainage Act, 1873, Northern India Ferries Act, 1878 and Inland Vessels Act, 1917 and rules framed therein and any other applicable law.

vi. Draft R&R policy for this project shall be followed by the Concessionaire during the subsistence of the Concession Agreement.

18. Total Project Cost (as

estimated in the

Feasibility Report)

The indicative Total Project Cost estimates for the UGC Expressway & Link Expressways, Hydro Electric Power Stations and Navigation Facilities includes cost of acquisition of Additional Land for UGC Expressway and RoW Land for Link Expressways.

Explanatory Note:

The cost of acquisition of Optional Land Parcels is included in the Total Project Cost as a variable component. The costs of development of Assured Land Parcels and Optional Land Parcels are not included in this estimate. Stamp Duty exemption shall be applicable to the cost of Land acquisition of Optional Land Parcels as per GoUP Policy as applicable from time to time.

Estimates for Project Costs without Navigation Facilities

Project Cost (2010-11) Rs. Cr.

UGC Expressway (147.8 Km) 3577

Link Expressways (68.5 Km) 1029

Reconstruction of 24 Cross Bridges 201

Land Acquisition Cost (Additional land for RoW & Links) 89.40

258

Environmental Cost 11.50

Social Cost 112.10

Railways Charges for ROB 10.00

Utility Shifting 23.00

Escalation @ 5% 12.30 HEPS 202

Repair & Rehabilitation of UGC 807

Service Road 257

Cost of Forest Diversion 110



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Land acquisition costs of Optional Land Parcels Variable costs

Project Cost 6441

Add-on Costs (2010-11) Rs. Cr.

Escalation Costs 315

Preliminary & Pre-operative costs 32

Insurance during construction 32

Financing Expenses 116

Contingencies 193

Interest during construction 1137

Add-on Costs 1825

Total Project Cost without Navigation Facilities is Rs. 8266 Cr.

Estimates for Project Costs with Navigation Facilities

Construction Costs Rs. Cr. Construction costs for Navigation Facilities 367

Add-on Costs Rs. Cr.

Escalation Costs 18

Preliminary & Pre-operative costs 2 Insurance during construction 2

Financing Expenses 7

Contingencies 11

Interest during construction 46

Add-on costs of Navigation Facilities 86

Costs Rs. Cr.

Project Cost with Navigation Facilities 6808 Add-on costs with Navigation Facilities 1911

Total Project Cost with Navigation Facilities is Rs. 8719 Cr.

19. Other Ancillary

Works

The scope of Ancillary Works is given in Schedule E of the Concession Agreement. Following are the approximate costs for Other Ancillary Works to be carried out by PWD/GNIDA/GoUP:

Description Construction Cost

Land acquisition Cost

Total Cost

Raising of three NH Bridges

60 15 75

Raising of three Railway

150 45 195



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Bridges Connecting Roads & Interchanges

700 285 985

Total Cost 910 345 1255 Say Rs. 1255 Crores

20. Expected revenues

from the Project

i. User Fee (Toll) from the UGC Expressway and Link Expressways

ii. Sale of power generated from HEPS subject to applicable law or savings due to self consumption of power generated as captive use

iii. Tariff from navigation vessels, ferries and fare from persons

iv. Amounts from Lease and Sub Lease of the developed plots / other developments in the Assured Land Parcels and Optional Land Parcels

21. Bid Parameter EITHER the Bid Amount OR the Optional Land Value shall constitute the criteria for evaluation of Bids. The Project will be awarded to the Bidder quoting the highest Bid Amount, and in the event that no Bidder offers a Bid Amount, then to the Bidder quoting the lowest Optional Land Value. There is no option for quoting both Bid Amount and Optional Land Value simultaneously.

1.1.4 The details regarding the area of land for Assured Land Parcels, Optional Land

Parcels, HEPS and Navigation Facilities mentioned in this ITB are based on the revenue records and there may be some variation on Site. The Total Project Cost and details as mentioned above are indicative. However, the assessment of actual costs & other details has to be made by the Bidders. Bidders are requested to carry out their due diligence before submitting their Bids.

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

of the right to the Concessionaire for development of the Project, including the

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

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

better understanding to the Bidders about the subject matter of this RFP and

should not be construed or interpreted as limiting in any way or manner the scope

of services and obligations of the Concessionaire set forth in the Concession

Agreement or the 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.

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

terms set forth in this RFP as modified, altered, amended and clarified from time

to time by the Authority (collectively the "Bidding Documents"), and all Bids

shall be prepared and submitted in accordance with such terms on or before the



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date specified in Clause 1.3 for submission of bids (the “Bid Due Date”).

1.2 Brief Description of Bidding Process

1.2.1 The Authority has adopted a two-stage process (collectively referred to as the

"Bidding Process") for selection of the Bidder for award of the Project. The first

stage (the "Qualification Stage") of the process involved qualification of

interested parties / Consortia in accordance with the provisions of the RFQ. At the

end of the Qualification stage, the Authority had shortlisted Applicants who are

eligible for participation in this second stage of the Bidding Process (the “Bid

Stage”) comprising this RFP.

1.2.2 In the Bid Stage, the aforesaid short-listed Pre-Qualified Applicants (the

"Bidders") are being called upon to submit their Bids in accordance with the

Bidding Documents. The Bid shall be valid for a period of not less than 360 (three

hundred and sixty) days from the Bid Due Date (date specified in Clause 1.3 for

submission of Bids).

1.2.3 The Bidding Documents include the 3 (three) volumes as indicated in this RFP.

1.2.4 A Bidder is required to submit, along with its Bid, a bid security of Rs.

70,00,00,000 (Rupees Seventy Crore) only (the "Bid Security"), refundable not

later than 60 (sixty) days from the signing of the Concession Agreement except in

the case of the Selected Bidder whose Bid Security will be retained till it has

provided a Performance Security as per terms hereof. The Bidders will have to

provide Bid Security in the form of an irrevocable & unconditional Bank

Guarantee, acceptable to the Authority, as per format at Appendix II and in such

event, the validity period of the Bank Guarantee, shall not be less than 435 (four

hundred and thirty five) days from the Bid Due Date, inclusive of a claim period of

60 (sixty) days, and would be extended as desired by the Authority and such

extension shall be provided atleast 7 (seven) days prior to the expiry of validity of

Bank Guarantee. Notwithstanding anything contained in Clause 2.20.7, the Bid

shall be summarily rejected if it is not accompanied by the Bid Security or is not extended as per provisions of this RFP.

1.2.5 During the Bid Stage, Bidders are invited to examine the Project in greater detail,

and to carry out, at their cost, such studies as may be required for submitting their

respective Bids for the Project.

1.2.6 Bids are invited for the Project on the basis of the lowest total value of the

Optional Land Parcel opted by the Bidder for implementing the Project (the

“Optional Land Value”). A Bidder may instead of quoting the Optional Land

Value, offer to pay a negative grant in Indian Rupees (INR) to the Authority for

award of the Project (the “Bid Amount”). The Bid Amount/Optional Land Value

shall constitute the criteria for evaluation of Bids. Subject to Clause 2.16, the



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Project will be awarded to the Bidder quoting the highest Bid Amount, and in the

event that no Bidder offers a Bid Amount, then to the Bidder quoting the lowest

Optional Land Value.

In this RFP, the term “Highest Bidder” shall mean the Bidder who is offering the

highest Bid Amount and where no Bidder is offering a Bid Amount, the Bidder quoting the lowest Optional Land Value.

1.2.7 Subject to the Clause 1.2.6 above, the Highest Bidder may be the Selected Bidder.

The remaining Bidders shall be kept in reserve and may, in accordance with the

process specified in Clause 3 of this RFP, be invited to match the Bid submitted by

the Highest Bidder in case such Highest Bidder withdraws or is not selected for

any reason. In the event that none of the other Bidders match the Bid of the

Highest Bidder, the Authority may, in its discretion, either invite fresh Bids from

the remaining Bidders or annul the Bidding Process.

1.2.8 Further details of the process to be followed at the Bid Stage is provided in

Section 3 of this RFP.

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

submitted by fax or email followed by written letter duly signed by the

authorized signatory to the officer designated in Clause 2.11.5, at least 14

(fourteen) days prior to the Bid Due Date. The envelopes/ communication shall

clearly bear the following identification/ title:

"Queries/Request for Additional Information: “The UGC Expressway Project”

1.3 Schedule of Bidding Process

The Authority shall endeavour to adhere to the following schedule. However, in

case the Authority undertakes any modification in the schedule specified below,

the Bidders would be intimated by phone and email.

Activity Date

Issuance of RFP to Pre-Qualified Applicants 8th May 2010 Pre-Bid Meeting for RFP (1st pre-bid at Delhi) 12th May 2010 Pre-Bid Meeting for RFP (2nd pre-bid at Delhi) 19th May 2010 Management Meet (at Delhi) 7th June 2010 Pre-Bid Meeting for RFP (3rd pre-bid at Delhi) 26th June 2010 Bid Due Date Between 1000-1300 hrs on 20th

July 2010 Evaluation of Bids 26th July 2010 Issuance of Letter of Intent (LOI) 2nd August 2010 Signing of Concession Agreement Within 60 days from issue of LOI Validity of Bids 360 days from Bid Due Date



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2. INSTRUCTIONS TO BIDDERS A. GENERAL 2.1. General terms of Bidding

2.1.1 No Bidder shall submit more than one Bid for the Project. A Bidder bidding

individually or as a member of a Consortium shall not be entitled to submit

another bid either individually or as a member of any Consortium, as the case

may be.

2.1.2 Unless the context otherwise requires, the terms not defined in this RFP, but

defined in the Request for Qualification document for the Project (the

“RFQ”) shall have the meaning assigned thereto in the RFQ.

2.1.3 The Feasibility Report for the Project is being provided only as a preliminary

reference document for assistance to the Bidders who are however expected to

carry out their own independent surveys, investigations and other detailed

examination of the Project before submitting their Bids. Nothing contained in the

Feasibility Report shall be binding on the Authority nor confer any right on the

Bidders and the Authority shall have no liability whatsoever in relation to or

arising out of any or all contents of the Feasibility Report.

2.1.4 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


2.1.5 The Bid should be furnished in the format at Appendix I, clearly indicating the

bid value in both figures and words, in Indian Rupees, and signed by the Bidder’s

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

the amount indicated in words shall be taken into account. Currency for the

purpose of this RFP shall be the Indian Rupees (INR).

2.1.6 Subject to Clause 3.3 of RFP, the bidding parameter is either a Bid Amount or

Optional Land Value, as the case may be, to be quoted by the Bidder. The Bid

Amount or the Optional Land Value shall be payable by the Concessionaire to the

Authority as the case may be, as per Section 6 of this RFP and the provisions of


2.1.7 The Bidder shall submit a Bid Security of Rs. 70,00,00,000 (Rupees Seventy

Crore) only in accordance with the provisions of this RFP in the form of a Bank

Guarantee acceptable to the Authority, as per format at Appendix-I.

2.1.8 The validity period of the Bank Guarantee submitted as Bid Security shall not be

less than 435 (four hundred and thirty five) days from the Bid Due Date, inclusive

of a claim period of 60 (sixty) days, and would be extended as desired by the



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Authority and such extension shall be provided atleast 7 (seven) days prior to the

expiry of validity of Bank Guarantee. The Bid shall be summarily rejected if it is

not accompanied with the Bid Security or is not extended as per provisions hereof.

The Bid Security shall be refundable no later than 60 (sixty) days from the signing

of the Concession Agreement except in the case of the Selected Bidder whose Bid

Security shall be retained till it has provided a Performance Security as per Clause

6.2 of this RFP and under the terms hereof .

2.1.9 The Bidder should submit Power of Attorney as per the format at Appendix III,

authorising the signatory of the Bid to commit the Bidder.

2.1.10 In case the Bidder is a Consortium, the Members thereof should furnish a Power

of Attorney in the format at Appendix IV in favour of the Lead Member which is

defined, in terms of the RFQ, as a member nominated by the Consortium as Lead

Member and who shall hold equity stake not less than 51% of the aggregate

shareholding of the Consortium in the SPV at all times during the Concession

Period.

2.1.11 Conditional Bid is liable for rejection.

2.1.12 The Bid and all communications in relation to or concerning the Bidding

Documents and the Bid shall be in English language. Supporting documents and

printed literature furnished by Bidder along with the Bid may be in any other

language provided that they are accompanied by translation in the English

language and the same are certified as true copy by the Authorised Signatory of

the Bidder. Supporting material, which are not translated in to English, shall not

be considered. For the purpose of interpretation and evaluation of the Bids, the

English language translation shall prevail.

2.1.13 The Bidding Documents including this RFP and all attached documents are and

shall remain the property of the Authority and are transmitted to the Bidders

solely for the purpose of preparation and the submission of a Bid in accordance

herewith. Bidders are to treat all information as strictly confidential and shall

not use it for any purpose other than for preparation and submission of their

Bid. The provisions of this Clause 2.1.13 shall also apply mutatis mutandis to Bids

and all other documents submitted by the Bidders, and the Authority will not

return to the Bidders any Bid, document or any information provided along

therewith.

2.1.14 A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that

affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall

be disqualified. In the event of disqualification, the Authority shall forfeit, invoke

and appropriate the Bid Security or Performance Security, as the case may be,

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

Authority under the Bidding Documents and/or the Concession Agreement.

Without limiting the generality of the above, a Bidder shall be considered to have

a Conflict of Interest that affects the Bidding Process, if:



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(i) the Bidder, its Member or Associate (or any constituent thereof) and any

other Bidder, its Member or any Associate thereof (or any constituent

thereof) have common controlling shareholders or other ownership

interest; or

(ii) a Lead Member of such Bidder (in case it is a Consortium) is also a

constituent of another Bidder; or

(iii) such Bidder, its Member or any Associate thereof receives or has received

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

from any other Bidder, its Member or Associate or has provided any such

subsidy, grant, concessional loan or subordinated debt to any other Bidder,

its Member or any Associate thereof; or

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

any other Bidder; or

(v) such Bidder, or any Associate thereof, has a relationship with another

Bidder, or any Associate thereof, directly or through common third party /

parties, that puts either or both of them in a position to have access to each

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

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

Authority in the preparation of any documents, design or technical

specifications of the Project.

Explanation:

In case a Bidder is a Consortium, then the term Bidder as used in this Clause

2.1.14, shall include each Member of such Consortium.

For purposes of this RFP, Associate 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 “Associate”). As used in this

definition, the expression “control” means, with respect to a person which is a

company or corporation, the ownership, directly or indirectly, of more than 50%

(fifty per cent) of the voting shares of such person, and with respect to a person

which is not a company or corporation, the power to direct the management and

policies of such person by operation of law..

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

legal, financial or technical adviser of the Authority in relation to the Project is

engaged by the Bidder, its Members or any Associate thereof, as the case may be,

in any manner for matters related to or incidental to such Project during the

Bidding Process or subsequent to the (i) issue of the LOI or (ii) execution of the

Concession Agreement. In the event any such adviser is engaged by the Selected

Bidder or Concessionaire, as the case may be, after issue of the LOI or execution

of the Concession Agreement, then notwithstanding anything to the contrary

contained herein or in the LOI or the Concession Agreement and without

prejudice to any other right or remedy of the Authority, including the forfeiture



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and appropriation of the Bid Security or Performance Security, as the case may

be, which the Authority may have thereunder or otherwise, the LOI or the

Concession Agreement, as the case may be, shall be liable to be terminated

without the Authority being liable in any manner whatsoever to the Selected

Bidder or Concessionaire for the same. For the avoidance of doubt, this

disqualification shall not apply where such adviser was engaged by the Bidder,

its Member or Associate in the past but its assignment expired or was

terminated 6 (six) months prior to the date of issue of RFQ for the Project. Nor

will this disqualification apply where such adviser is engaged after a period of 1

(one) year from the Commercial Operation Date of the Project.

2.1.16 This RFP is not transferable.

2.1.17 Any award of Concession pursuant to this RFP shall be subject to the terms of

Bidding Documents, the LOI and the Concession Agreement.

2.2 Change in composition of the Consortium 2.2.1 In case a Bidder is a Consortium, No change in composition of the Bidder, either a

Consortium or otherwise will be permitted till signing of the Concession

Agreement.

2.3 Minimum Equity Requirement 2.3.1 The Consortium or Sole Bidder, as the case may be, shall hold aggregate equity

shareholding in the issued and paid up capital of the SPV/Concessionaire not less

than

(a) 51% (fifty one percent) of the issued and paid up capital of the

SPV/Concessionaire during the Construction Period;

(b) 33% (thirty three percent) of the issued and paid up capital of the

SPV/Concessionaire during a period of 3 (three) years following the

Commercial Operation Date; and

(c) 26% (twenty six percent) of the issued and paid up capital of the

SPV/Concessionaire during the remaining Concession Period.

The Bidder further acknowledges and agrees that the aforesaid obligation shall be

the minimum, and shall be in addition to such other obligations as may be

contained in the Concession Agreement, and a breach hereof shall,

notwithstanding anything to the contrary contained in the Concession Agreement,

be deemed to be a breach of the Concession Agreement and dealt with as such

thereunder.

2.3.2 In addition to the requirement contained in Clause 2.3.1, (a) the Lead Member (in

case of the Consortium) shall hold equity stake not less than 51% of the

Consortium’s aggregate shareholding in the SPV at all times during the Concession

Period; and (b) other members of the Consortium (in case of the Consortium)

shall hold equity stake not less than 10% of the Consortium’s aggregate

shareholding in the SPV at all times during the Concession Period.



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2.3.3 By submitting the Bid, the Bidder shall also be deemed to have acknowledged and

agreed that in the event of a change in control of a Consortium Member or an

Associate (whose Technical Capacity and/or Financial Capacity was taken into

consideration for the purposes of short-listing and pre-qualification under and in

accordance with the RFQ) the Bidder shall inform the Authority forthwith along

with all relevant particulars about the same or comes to the notice of the

Authority, as the case may be, the Authority may, in its sole discretion, disqualify

the Bidder or withdraw the LOI from the Selected Bidder, as the case may be.

In the event such change in control of Consortium occurs after signing of the

Concession Agreement but prior to the three years following the Commercial

Operation Date, it would, notwithstanding anything to the contrary contained in

the Concession Agreement, be deemed to be a breach of the Concession

Agreement, and the Concession Agreement shall be liable to be terminated

without the Authority being liable in any manner whatsoever to the

Concessionaire.

In such an event, notwithstanding anything to the contrary contained in the

Concession Agreement, the Authority shall forfeit, invoke and appropriate the Bid

Security or Performance Security and the payments made by the Concessionaire

as per the LOI and the Concession Agreement, as the case may be, as Damages

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

Authority under the Bidding Documents and/or the Concession Agreement.

2.3.4 The Bidder in case of a Consortium, shall be required to submit a Joint Bidding

Agreement in the format at Appendix VII to give effect to the shareholding

commitment mentioned in this Clause 2.3.

2.4 Cost of Bidding The Bidders shall be responsible for all of the costs associated with the

preparation of their Bids and their participation in the Bidding Process. The

Authority will not be responsible or in any way liable for such costs, regardless of

the conduct or outcome of the Bidding Process.

2.5 Site visit and verification of information 2.5.1 Bidders are encouraged to submit their respective Bids after visiting the Project

site and ascertaining for themselves the site conditions, traffic, location,

surroundings, climate, availability of power, water and other utilities for

construction, access to site, handling and storage of materials, weather data,

applicable laws and regulations, and any other matter considered relevant by

them.

For any assistance in respect to the site visit, the Bidders can contact the

following officer at Meerut on the address given below:

The Executive Engineer,

Meerut Division Ganga Canal, Irrigation Department

Canal Compound,Meerut

Tel/Fax: 0121-2663598



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

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

b) received all relevant information requested from the Authority;

c) Made a complete and careful examination of the various aspects of the

Project including but not limited to:

i) The Project Site;

ii) Existing facilities and structures on the alignment;

iii) The conditions of the access roads and utilities in the vicinity of the

Project Site;

iv) The conditions of the existing right-of-way (ROW) and the land

acquisition involved;

v) Conditions affecting procurement, transportation, access, disposal,

handling, and storage of the materials;

vi) Clearances to be obtained by the Bidder for the Project; and

vii) All other matters that might affect the Bidder’s performance under the

terms of this RFP document and Concession Agreement.

d) acknowledged and accepted the risk of inadequacy, error or mistake in the

information provided in the Bidding Documents or furnished by or on

behalf of the Authority relating to any of the matters referred to in Clause

2.5.1 above;

e) satisfied itself about all matters, things and information including matters

referred to in Clause 2.5.1 hereinabove necessary and required for

submitting Bid, execution of the Project in accordance with the Bidding

Documents and performance of all of its obligations thereunder;

f) acknowledged and agreed that inadequacy, lack of completeness or

incorrectness of information provided in the Bidding Documents or

ignorance of any of the matters referred to in Clause 2.5.1 hereinabove

shall not be a basis for any claim for compensation, damages, extension of

time for performance of its obligations, loss of profits etc. from the

Authority, or a ground for termination of the Agreement;

g) acknowledged and confirmed that it does not have a Conflict of Interest;

and

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

of this RFP.

2.5.3 The Authority shall not be liable for any omission, mistake or error on the part of

the Bidder in respect of any of the above or on account of any matter or thing

arising out of or concerning or relating to RFP, RFQ, the Bidding Documents or the



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Bidding Process, including any error or mistake therein or in any information or

data given by the Authority.

2.6 Verification and Disqualification 2.6.1 The Authority reserves the right to verify all statements, information and

documents submitted by the Bidder in response to the RFQ, the RFP or the

Bidding Documents and the Bidder shall, when so required by the Authority, make

available all such information, evidence and documents as may be necessary for

such verification. Any such verification or lack of such verification, by the

Authority shall not relieve the Bidder of its obligations or liabilities hereunder nor

will it affect any rights of the Authority thereunder.

2.6.2 The Authority reserves the right to reject any Bid and appropriate/ invoke the Bid

Security if:

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

b) the Bidder does not provide, within the time specified by the Authority,

the supplemental information sought by the Authority for evaluation of

the Bid.

Such misrepresentation / improper response shall lead to the disqualification of

the Bidder. If the Bidder is a Consortium, then the entire Consortium and each

Member shall be disqualified / rejected. If such disqualification / rejection occurs

after the Bids have been opened and the highest Bidder gets disqualified /

rejected, then the Authority reserves the right to:

(i) invite the remaining Bidders to submit Bids in accordance with Clause

3.3.3 and 3.3.4; or

(ii) take any such measure as may be deemed fit in the sole discretion of the

Authority, including annulment of the Bidding Process.

2.6.3 In case it is found during the evaluation or at any time before signing of the

Concession Agreement or after its execution and during the period of subsistence

of the Concession Agreement, including the Concession thereby granted by the

Authority, that one or more of the pre-qualification conditions have not been met

by the Bidder or the Bidder has made material misrepresentation or has given any

materially incorrect or false information, the Bidder shall be disqualified forthwith

if LOI has not been issued to such Bidder, and if the Selected Bidder has already

been issued the LOI or the Concessionaire has entered into the Concession

Agreement, as the case may be, the same shall, notwithstanding anything to the

contrary contained in Concession Agreement or in this RFP, be liable to be

terminated, by a communication in writing by the Authority to the Bidder /

Concessionaire, without the Authority being liable in any manner whatsoever to

the Selected Bidder or Concessionaire, as the case may be. In such an event, the

Authority shall forfeit, invoke and appropriate the Bid Security or Performance

Security, as the case may be, as Damages, without prejudice to any other right or

remedy that may be available to the Authority under the Bidding Documents

and/or the Concession Agreement.



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B. DOCUMENTS 2.7 Contents of the RFP 2.7.1 This RFP comprises the Disclaimer set-forth hereinabove, the contents as listed

below, and will additionally include any Addenda issued in accordance with

Clause 2.9.

Invitation for Bids

Section 1. Introduction

Section 2. Instructions to Bidders

Section 3. Evaluation of Bids

Section 4. Fraud and Corrupt Practices

Section 5. Pre-Bid Conference

Section 6. Letter of Intent

Section 7. Miscellaneous

Appendices

I. Letter comprising the Financial Bid

IA. Format for Proposal Submission

IB. Format for Affidavit

IC. Format for Anti-Collusion Certificate

II. Bank Guarantee for Bid Security

III. Power of Attorney for signing of Bid

IV. Power of Attorney for Lead Member of Consortium

V. Commitment Letter for Undertaking Development of Navigational Facilities

VI. (Intentionally Left Blank – Kindly note that Bidders need not submit

Appendix – VI)

VII. Joint Bidding Agreement (in case of Consortium)

VIII. Commitment letter for Project Development Expenses & Success

Fees



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Annexure

A. Details of Assured and Optional Land Parcels

B. Timeline for release of Land Parcels and related rights

C. Notifications regarding Applicable Tax Incentives available in the

State of UP through Udyogig Newesh Protsahan Yojna, 2003 and

tax notifications dated 19 January 2005 and 17 November 2007.

D. G.O. 1820/77-3-09-286-N/07 dated 22nd May 2009, issued by

Department of Infrastructure and Industrial Development, GoUP

for tax incentives

E. Contents of Feasibility Report

F. Implementation schedule – for reference purpose only

2.7.2 Following documents provided by the Authority as part of the Bidding Documents shall be deemed to be part of this RFP: Volume 1: Instructions to Bidders

Volume 2: Concession Agreement (Draft) & its Schedules

Volume 3: Feasibility Report

2.8 RFP Clarifications 2.8.1 Bidders requiring any clarification on the RFP may notify the Authority in writing

or by fax and e-mail in accordance with Clause 1.2.9. They should send in their

queries before the date mentioned in the schedule of Bidding Process specified in

Clause 1.3. The Authority shall endeavor to respond to the queries within the

period specified therein, but no later than 14 (fourteen) days prior to the Bid Due

Date. The responses will be sent by fax or e-mail. The Authority will forward all

the queries and its responses thereto, to all Bidders without identifying the source

of queries.

2.8.2 The Authority shall endeavor to respond to the questions raised or clarifications

sought by the Bidders. However, the Authority reserves the right not to respond to

any question or provide any clarification, in its sole discretion, and nothing in this

Clause shall be taken or read as compelling or requiring the Authority to respond

to any question or to provide any clarification.

2.8.3 The Authority may also on its own motion, if deemed necessary, issue

interpretations and clarifications to all Bidders. All clarifications and

interpretations issued by the Authority shall be deemed to be part of the

Bidding Documents. Verbal clarifications and information given by Authority or

its employees or representatives shall not in any way or manner be binding on the

Authority.

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2.9.1 At any time prior to the Bid Due Date, the Authority may, for any reason, whether

at its own initiative or in response to clarifications requested by a Bidder, modify

the RFP by the issuance of Addenda.

2.9.2 Any Addendum thus issued will be intimated to all the Bidders by email as well as

uploaded on the Authority’s website. Bidders shall acknowledge receipt or

download of each Addendum to the Authority at the address given at Clause 5.2 of

this RFP.

2.9.3 In order to afford the Bidders a reasonable time for taking an Addendum into

account, or for any other reason, the Authority may, at its own discretion, extend

the Bid Due Date.

C. PREPARATION AND SUBMISSION OF BIDS 2.10 Format and Signing of Bid 2.10.1 The Bidder shall provide all the information sought under this RFP. The Authority

will evaluate only those Bids that are received in the required formats and

complete in all respects.

2.10.2 The Bid and its copy shall be typed or written in indelible ink and signed by the

authorized signatory of the Bidder who shall also initial each page, in blue ink. In

case of printed and published documents, only the cover shall be initialed. All the

alterations, omissions, additions or any other amendments made to the Bid shall

be initialed by the person(s) signing the Bid.

2.10.3 No change, alterations, omissions, additions or any other amendments made to the

Bid by the Bidder after submission of the Bid.

2.11 Sealing and Marking of Bids 2.11.1 The Bidder shall submit the financial bid in the format specified at Appendix I, and

seal it in an envelope and mark the envelope as “FINANCIAL BID”.

2.11.2 The documents accompanying the Bid shall be placed in a separate envelope and

marked as “Enclosures of the Bid”. The documents shall include:

a) Covering letter clearly stating the validity period of the Bid in the prescribed

format Appendix IA.

b) An affidavit, as per the prescribed format Appendix IB confirming that the

Bidder has neither abandoned any highway project nor debarred by GoUP/GoI

or by any other State/Central Government Agencies/Authorities from bidding

for infrastructure projects.

c) Anti-collusion certificate, as per the prescribed format Appendix IC by the sole

Bidder or all individual members of the Consortium, as the case may be.

d) Bid Security in the prescribed format (Appendix II);



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e) Power of Attorney for signing of Bid in the prescribed format (Appendix III);

f) If applicable, the Power of Attorney for Lead Member of Consortium in the

prescribed format (Appendix IV);

g) A copy of the draft Concession Agreement (including Technical & Non

Technical Schedules) with each page initialed by the person signing the

Bid in pursuance of the Power of Attorney referred to in Clause (e)

hereinabove; and

h) Commitment Letter for undertaking Optional Developments, if applicable

(Appendix V)

i) (Intentionally Left Blank – Kindly note that Bidders need not submit Appendix –

VI)

j) Joint Bidding Agreement, if applicable (Appendix VII)

k) Commitment Letter for payment of Project Development Expenses, in the

prescribed format (Appendix VIII)

2.11.3 A copy of the documents accompanying the Bid, as specified in Clause 2.11.2

above, shall be placed in hard binding and the pages shall be numbered serially.

Each page thereof shall be initialed in blue ink by the authorised signatory. The

copy of the documents shall be placed in a separate envelope and marked “Copy

of Documents”.

2.11.4 The three envelopes specified in Clauses 2.11.1, 2.11.2 and 2.11.3 shall be placed

in another outer envelope, which shall be sealed. Each of the four envelopes shall

clearly bear the following identification:

“Bid for The UGC Expressway Project”.

and shall clearly indicate the name and address of the Bidder. In addition, the Bid

Due Date should be indicated on the right hand top corner of each of the envelopes.

2.11.5 Each of the envelopes shall be addressed to:

Attention of : Chief Executive Officer

Address : Uttar Pradesh Expressways Industrial Development Authority,

C-13, 2nd Floor, Parayatan Bhavan, Vipin Khand, Gomtinagar,

Lucknow-226 010

Phone : 0522-2302536/2301492

Fax : 0522-2301142

Email : [email protected]

Website : www.upeida.in

2.11.6 If the envelopes are not sealed and marked as instructed above, the Authority

assumes no responsibility for the misplacement or premature opening of the

mailto:[email protected]

http://www.upeida.in/



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contents of the Bid submitted and consequent losses, if any, suffered by the

Bidder.

2.11.7 Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall

be rejected.

2.12 Bid Due Date 2.12.1 Bids should be submitted between [1000] hours and [1300] hours IST on the Bid

Due Date stated in Clause 1.3 at the address provided in Clause 2.11.5 in the

manner and form as detailed in this RFP. A receipt thereof should be obtained

from the person specified at Clause 2.11.5.

2.12.2 The Authority may, in its sole discretion, extend the Bid Due Date by issuing an

Addendum in accordance with Clause 2.9 uniformly for all Bidders.

2.13 Late Bids Bids received by the Authority after the [1300] hours IST on the Bid Due Date

shall not be eligible for consideration and shall be summarily rejected and

returned unopened.

2.14 Contents of the Bid 2.14.1 The opening of Bids and acceptance thereof shall be substantially in accordance

with this RFP.

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

2.15 Modifications/ Substitution/ Withdrawal of Bids 2.15.1. A Bidder shall notmodify, substitute, or withdraw its Bid after submission, .

2.16 Authority’s Right to Accept or Reject Bid

2.16.1 Notwithstanding anything contained in this RFP, “Authority” reserves the right to

accept or reject any or all of the Bids at any time without assigning any reason

thereof and to take any measure as it may deem fit, including annulment of the

bidding process, at any time prior to execution of the Concession Agreement,

without liability or any obligation for such acceptance, rejection or annulment.

2.16.2 The “Authority” reserves the right to invite revised Bids from Bidders with or

without amendment of the RFP at any stage without liability or any obligation for

such invitation and without assigning any reason.

2.16.3 The “Authority” reserves the right to reject any Bid if:

(i) At any time a material misrepresentation is made or uncovered for a Bidder

(Single Entity / any or all Members of a Consortium) or

(ii) The Bidder does not respond promptly and thoroughly to the requests for

supplement information required for the evaluation of the Bid.

2.17 Validity of Bids



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The Bids shall be valid for a period of not less than 360 (three hundred and sixty)

days from the Bid Due Date. The validity of Bids may be extended for a specified

additional period, if required by the Authority.

In case of refusal by Bidder to extend the validity of its Bid as required by the

Authority, the Bid shall become null and void after the bid validity period (360

days from Bid Due Date or any extensions thereof) and the Authority shall return

the Bid Security to the Bidder within 30 days from the bid validity period.

All such requests and responses between the Authority and Bidders shall be in

writing.

2.18 Confidentiality Information relating to the examination, clarification, evaluation and

recommendation for the Bidders shall not be disclosed to any person who is not

officially concerned with the process or is not a retained professional advisor

advising the Authority in relation to, or matters arising out of, or concerning the

Bidding Process. The Authority will treat all information, submitted as part of the

Bid, in confidence and will require all those who have access to such material to

treat the same in confidence. The Authority may not divulge any such information

unless it is directed to do so by any statutory entity that has the power under law

to require its disclosure or is to enforce or assert any right or privilege of the

statutory entity and/or the Authority or as may be required by law or in

connection with any legal process.

2.19 Correspondence with the Bidder Save and except as provided in this RFP, the Authority shall not entertain any

correspondence with any Bidder in relation to acceptance or rejection of any Bid.

D. BID SECURITY

2.20 Bid Security 2.20.1 The Bidder shall furnish as part of its Bid, a Bid Security of Rs. 70,00,00,000

(Rupees seventy Cr.), in the form of a irrevocable bank guarantee issued by a Bank

in favour of the Authority in the format at Appendix II (the “Bank Guarantee”)

and having a validity period of not less than 435 (four hundred and thirty five)

days from the Bid Due Date, inclusive of a claim period 60 (sixty) days, and would

be extended as desired by the Authority and such extension shall be provided

atleast 7 (seven) days prior to the expiry of validity of Bank Guarantee.

2.20.2 For the purpose of providing the Bid Security & the Performance Security, the

Bank shall have the meaning as specified below:

1. State Bank of India and its subsidiaries

2. Any Indian Nationalized Bank

3. Foreign Bank (issued by a branch outside India) with a counter guarantee

from SBI or its subsidiaries or any Indian Nationalized Bank

4. Any Scheduled Bank approved by RBI (Scheduled Bank shall mean a bank

as defined under Section 2(e) of the Reserve Bank of India Act, 1934.)



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having a net worth of not less than Rs. 1000 crores as on 31st March 2009,

as per the latest published Annual Report of the Bank. In case of a Foreign

Bank (issued by a branch in India), the net worth in respect of Indian

operations shall only be taken into account.

The acceptance of the Bank Guarantee shall also be subject to the following

conditions

1. The capital adequacy of the Bank shall not be less than the norms

prescribed by RBI.

2. The Bank Guarantee issued by a Cooperative Bank shall not be accepted.

3. The Bank Guarantee shall be endorsed by the controlling branch of the

Bank upon verification sought by the Authority.

2.20.3 Any Bid not accompanied by the Bid Security shall be rejected by the Authority as

non- responsive.

2.20.4 Save and except as provided in Clauses 1.2.4 and 2.3.4 above, the Bid Security of

unsuccessful Bidders will be returned by the Authority, without any interest, as

promptly as possible, and in any case within 60 (sixty) days from the signing of


2.20.5 The Selected Bidder’s Bid Security will be returned, without any interest, upon the

Bidder furnishing the Performance Security and signing the Concession

Agreement in accordance with the provisions thereof.

2.20.6 The Authority shall be entitled to forfeit, invoke and appropriate the Bid Security

as Damages inter alia in any of the events specified in Clause 2.20.7 herein below.

The Bidder, by submitting its Bid pursuant to this RFP, shall be deemed to have

acknowledged and confirmed that the Authority will suffer loss and damage on

account of withdrawal of its Bid or for any other default by the Bidder during the

Bid validity period as specified in this RFP. No relaxation of any kind on Bid

Security shall be given to any Bidder.

2.20.7 The Bid Security shall be forfeited, invoked as Damages without prejudice to any

other right or remedy that may be available to the Authority under the Bidding

Documents and/or under the Concession Agreement under the following

conditions:

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

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

practice, undesirable practice or restrictive practice as specified in Clause

4 of this RFP;

c) If a Bidder withdraws its Bid during the period of Bid validity as specified

in this RFP and extended period thereof;

d) In the case of Selected Bidder, if it fails within the specified time limit -

i) to sign and return the duplicate copy of the LOI; and/or



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ii) to sign the Concession Agreement; and/or

iii) to furnish the Performance Security within the period prescribed

therefor in the Letter of Intent; or any extension thereof granted

by Authority

iv) to make the payments as per LOI (Refer Clause 1.1.3)



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3. EVALUATION OF BIDS

3.1 Opening and Evaluation of Bids 3.1.1 The Authority shall open the Bid(s) at 1500 hours IST on the Bid Due Date, at the

place specified in Clause 2.11.5 and in the presence of the Bidders who choose to

attend.

3.1.2 The Authority will subsequently examine and evaluate the Bids in accordance with

the provisions set out in this Section 3.

3.1.3 To facilitate evaluation of Bids, the Authority may, at its sole discretion and if deemed

necessary, seek clarifications in writing from any Bidder regarding its Bid.

Notwithstanding anything contained in the RFP document, Authority reserves the

right not to take into consideration any such clarification sought by it for evaluation

of the Bid.

3.1.4 The following information will be announced at the bid opening and recorded:

a) Bidder’s Names

b) Name of Consortium Members

c) Particulars of the Bid Security and amount thereof etc.

3.2 Tests of responsiveness 3.2.1 Prior to evaluation of Bids, the Authority shall determine whether each Bid is

responsive to the requirements of the RFP. A Bid shall be considered responsive only

if:

(a) it is received by the Bid Due Date including any extension thereof pursuant to

Clause 2.12.2;

(b) it is received as per the format at all Appendices;

(c) it is signed, sealed, hard bound and marked as stipulated in Clauses 2.10 and

2.11;

(d) it is accompanied by the Bid Security as specified in Clause 2.1.7 and in

prescribed format in Appendix II;

(e) it is accompanied by the Power of Attorney as specified in Clauses 2.1.9 and

2.1.10, as the case may be and in prescribed format in Appendix III & IV;

(f) it is accompanied by a Joint Bidding Agreement as specified in Clauses 2.3.5, in

prescribed format in Appendix VII;

(f) it is accompanied by a commitment letter for (i) payment of Project

Development Expenses & Success Fees as specified in Clauses 6.3 and in

prescribed format in Appendix VIII; and (ii) commitment letter for



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undertaking development of Navigation Facilities as per prescribed format in

Appendix V.

(g) it contains all the information (complete in all respects) as requested in this

RFP and/or Bidding Documents (in formats same as those specified);

(h) Financial Bid has been submitted in prescribed format in Appendix I;

(i) it does not contain any condition or qualification; and

(j) it is not non-responsive in terms as per terms of this RFP.

3.2.2 A Bid that is substantially responsive is one that conforms to the preceding

requirements without material deviation or reservation. A material deviation or

reservation is one

(a) Which affects in any substantial way the scope, quality, or performance of the

Project, or

(b) Which limits in any substantial way, inconsistent with the RFP Document,

rights of Authority or the obligations of the Bidder under the Concession

Agreement, or

(c) Which would affect unfairly the competitive position of other Bidders

presenting substantially responsive Bids.

3.2.3 The Authority reserves the right to reject any Bid which is non-responsive and no

request for alteration, modification, substitution or withdrawal shall be

entertained by the Authority in respect of such Bid.

3.2.4 The Financial Bid of those bidders will be opened who fullfil the test of

responsiveness as set forth under Clause 3.2.1.

3.3 Selection of Bidder 3.3.1 Subject to the provisions of Clause 1.2.6 and Clause 2.16.1, the Bidder whose bid is

adjudged as responsive in terms of Clause 3.2.1 and quoting the highest Bid Amount

or lowest Optional Land Value shall be declared as the Highest Bidder (the “Selected

Bidder”).

3.3.1.1 Bid Amount

Bid Amount shall be in Indian Rupees (INR).

3.3.1.2 Optional Land Value

Calculation of Optional Land Value for purpose of Evaluation of Bids

The Optional Land Value will be arrived at, by multiplying the extent of area within the identified land parcel (in Hectares) opted by the Bidder in its financial bid with its



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applicable circle rate (refer Annexure A for circle rate which is for evaluation purpose only)

3.3.1.3 In the event that the Authority rejects or annuls all the Bids, it may, in its discretion,

invite all eligible Bidders to submit fresh bids hereunder.

3.3.2 In the event that two or more Bidders quote the same value of Bid Amount or quote

the same value of Optional Land Value (the "Tie Bidders"), the Authority shall

identify the Selected Bidder by draw of lots, which shall be conducted, with prior

notice, in the presence of the Tie Bidders who choose to attend.

3.3.3 In the event that the Highest Bidder withdraws or is not selected for any reason in the

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

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

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

If in the second round of bidding, if only one Bidder matches the Highest Bidder, it

shall be the Selected Bidder. If two or more Bidders match the said Highest Bidder in

the second round of bidding, then the Bidder whose Bid was higher as compared to

other Bidder(s) in the first round of bidding shall be the Selected Bidder. For example,

if the third and fifth highest Bidders in the first round of bidding offer to match the

said Highest Bidder in the second round of bidding, the said third highest Bidder shall

be the Selected Bidder.

3.3.4 In the event that no Bidder offers to match the highest Bidder in the second round of

bidding as specified in Clause 3.3.3, the Authority may, in its discretion, annul the

Bidding Process.

3.3.5 After selection, a Letter of Intent (the “LOI”) shall be issued, in duplicate, by the

Authority to the Selected Bidder and the Selected Bidder shall, within 7 (seven) days

of the date of issue of the LOI, sign and return the duplicate copy of the LOI in

acknowledgement thereof. In the event the duplicate copy of the LOI duly signed by

the Selected Bidder is not received by the stipulated date, the Authority may, unless it

consents to extension of time for submission thereof, appropriate/invoke the Bid

Security of such Bidder as Damages on account of failure of the Selected Bidder to acknowledge the LOI.

3.3.6 After acknowledgement of the LOI as aforesaid by the Selected Bidder, it shall, subject

to fulfillment of other conditions of the LOI, cause the Concessionaire to execute the

Agreement within the period prescribed in Clause 1.3. The Selected Bidder shall not

be entitled to seek any deviation, modification or amendment in the Draft Concession Agreement.

3.4 Contacts during Bid Evaluation

Bids shall be deemed to be under consideration immediately after they are opened

and until such time the Authority makes official intimation of award/ rejection to the

Bidders. While the Bids are under consideration, Bidders and/or their



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representatives or other interested parties are advised to refrain, save and except as

required under the Bidding Documents, from contacting by any means, the Authority

and/or their employees/ representatives on matters related to the Bids under

consideration.

3.5 Execution of the Concession Agreement On receipt of the Performance Security and complete compliance of the terms of the

LOI, within the time limit specified therein, the Concession Agreement shall be

executed, in the form enclosed as Concession Agreement with the SPV formed by

Selected Bidder who shall also be the confirming party to the Concession Agreement.

The Selected Bidder shall form the SPV as per provision of Clause 1.1.2 of this RFP

within 50 (fifty) days from the issue of the LOI by the Authority.



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4. FRAUD AND CORRUPT PRACTICES

4.1 The Bidders and their respective officers, employees, agents and advisers shall

observe the highest standard of ethics during the Bidding Process and subsequent to

the issue of the 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 Damages, without prejudice to any other

right or remedy that may be available to the Authority under the Bidding Documents

and/or the Agreement, or otherwise.

4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and the

rights and remedies which the Authority may have under the 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 (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.

4.3 For the purposes of this Clause 4, the following terms shall have the meaning

hereinafter respectively assigned to them:

(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting,

directly or indirectly, of anything of value to influence the actions of any person

connected with the Bidding Process (for avoidance of doubt, offering of

employment to or employing or engaging in any manner whatsoever, directly or

indirectly, any official of the Authority who is or has been associated in any

manner, directly or indirectly with the Bidding Process or the LOI or has dealt

with matters concerning the Concession Agreement or arising therefrom,

before or after the execution thereof, at any time prior to the expiry of one year

from the date such official resigns or retires from or otherwise ceases to be in

the service of the Authority, shall be deemed to constitute influencing the

actions of a person connected with the Bidding Process); or (ii) engaging in any



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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.



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5. PRE-BID CONFERENCE

5.1 Pre-Bid conference of the Bidders shall be convened at the designated date, time and

place. Only those Pre-Qualified Bidders who have been issued RFP document shall be

allowed to participate in the Pre-Bid Conferences. A maximum of five representatives

of each Bidder shall be allowed to participate on production of authority letter from

the Bidder. Attendance of Bidders at the Pre-Bid Conference is not mandatory. During

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

make suggestions for consideration of the Authority.

5.2 All correspondence/enquiry on the RFP document shall be submitted to the following

in writing by fax/post/courier and by email to:

The Chief Executive Officer


C-13, 2nd Floor, Parayatan Bhavan, Vipin Khand, Gomtinagar, Lucknow-226 010

Phone : 0522-2302536/2301492

Fax : 0522-2301142

Email :[email protected]

Website :www.upeida.in

5.3 Bidders Queries, if any, on this RFP is expected to reach the Authority 3 (three) days

prior to the date of Pre-Bid Conference.

5.2 The Authority shall endeavour to provide clarifications and such further information

as it may, in its sole discretion, consider appropriate for facilitating a fair, transparent

and competitive Bidding Process.



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6. LETTER OF INTENT

6.1 Acceptance of Letter of Intent (LOI) and Execution of Concession Agreement

6.1.1. The Selected Bidder would be notified in writing by “Authority”. “Authority” shall

endeavor to issue the Letter of Intent (LOI) to the Selected Bidder by the date

mentioned in Clause 1.3.

6.1.2 Within 7 (seven) days from the date of issue of the LOI, the Selected Bidder shall

accept the LOI and return the same to “Authority” as a token of acknowledgement and

acceptance of terms thereof. The Selected Bidder shall ensure execution of the

Concession Agreement within 60 (sixty) days of issue of LOI by the Authority.

6.2 Performance Security

6.2.1 The Selected Bidder/Concessionaire shall incorporate a limited liability company

under the Companies Act, 1956 as an SPV solely to domicile the project (the

“Concessionaire”) and the Selected Bidder shall for due and faithful performance of

Concessionaire’s obligations during the Construction period furnish Performance

Security by way of an irrevocable Bank Guarantee issued by a Bank, as defined in

Clause 2.20.2, in favour of Uttar Pradesh Expressways Industrial Development

Authority, for an amount equal to Rs. 350,00,00,000 (Rupees Three Hundred Fifty

Crores). The Selected Bidder shall provide the Performance Security in accordance to

the terms of LOI and in any case, 10 (ten) days prior to execution of the Concession

Agreement. The format of the Performance Security is placed at Schedule F under

Volume 2 of the RFP.

6.2.2 Till such time the Concession Agreement is executed, the Bid Security of the Selected

Bidder shall remain in full force and effect.

6.2.3 The Performance security shall be reduced to Rs. 210,00,00,000 (Rupees Two

Hundred Ten Crore) only when financial close is achieved. It shall further be reduced

by Rs. 35,00,00,000 (Rupees Thirty Five Crores) only with every 20% of Financial

Progress1 at Site of the UGC Expressway & Link Expressways as per Concession

Agreement but Performance Security of a value not less than Rs. 70,00,00,000

(Rupees Seventy Crores) only shall continue to remain in full force and effect till six

months beyond the period of expiry of Concession Period.

1 “Financial Progress” shall mean the expenses incurred at site on achieving the construction of the UGC Expressway and Link Expressways except the following:

a. offsite expenses b. land acquisition expenses c. advances made to the supplier or the sub contractors d. expenses incurred for procuring the loans or funds e. expenses incurred for mobilization of the resources



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6.2.4 Failure of the Selected Bidder to comply with requirements of either Clause 6.1 or 6.2

shall constitute sufficient grounds for the annulment of the LOI and forfeiture of the

entire amount of the submitted Bank Guarantee towards Bid Security. In such an

event, “Authority” reserves the right to act according to Clause 3.3.

6.3 Project Development Expenses & Success Fees

The Selected Bidder shall make advance deposit to the Authority an upfront non-

refundable amount of Rs. 25,00,00,000 (Rupees Twenty Five Crores) only towards the

Project Development Expenses2 and Success Fees in the form of a demand draft

drawn in favour of “Uttar Pradesh Expressways Industrial Development Authority” on

a Bank payable at Lucknow, in accordance to the terms of LOI and in any case, 10

(ten) days prior to execution of the Concession Agreement and the same shall

constitute a pre-condition to the execution of the Concession Agreement.

For the avoidance of doubt, the Selected Bidder/Concessionaire shall have to pay all

the Project Development Expenses over and above the advance deposit made earlier

as mentioned above, as and when demanded by the Authority to meet all the Project

Development Expenses till the execution of the Concession Agreement.

6.4 Payment for Forest Diversion

The Selected Bidder/Concessionaire shall pay to the Authority, an upfront non-

refundable advance deposit equivalent to (as per Clause 1.1.3 of this RFP) of Rs.

100,00,00,000 (Rupees One Hundred Crores only) in the form of a demand draft


a Bank payable at Lucknow, in accordance to the terms of LOI and in any case, 10

(ten) days prior to execution of the Concession Agreement and the same shall

constitute a pre-condition to the execution of the Concession Agreement. The

Concessionaire shall make the remaining payments within 15 (fifteen) days from the

demand raised by UPEIDA towards all payments required, in future, for Forest

Diversion.

6.5 Payment of Bid Amount or Optional Land Value

6.5.1 In case of Bid Amount quoted by the bidder in its Financial Bid

The Selected Bidder/Concessionaire shall pay to the Authority an upfront non-

refundable 1st installment amount equivalent to 20% (twenty percent) of the Bid

Amount (as quoted by the bidder in its financial bid) in the form of a demand draft


2 Project Development Expenses shall include all expenses incurred by UPEIDA/GoUP/other departments of

GoUP towards the development of the UGC Expressway Project including the Consultancy Fee to be paid to

the Project Development Consultants.



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a Bank payable at Lucknow, before the Appointed Date. The remaining 80% (eighty

percent) of the Bid Amount shall be paid by the Concessionaire within 9 months from

the Appointed Date (Refer Annexure B for details).

6.5.2 In case of Optional Land Value quoted by the bidder in its Financial Bid

The Selected Bidder/Concessionaire shall make advance deposit to the Authority an

upfront non-refundable 1st installment amount equivalent to 20% (twenty percent) of

cost of acquisition of Optional Land Parcels (as opted by the bidder in its financial

bid) in the form of a demand draft drawn in favour of “Uttar Pradesh Expressways

Industrial Development Authority” on a Bank payable at Lucknow, before the

Appointed Date. The remaining cost of acquisition of Optional Land Parcels (as opted

by the bidder in its financial bid) shall be paid by the Concessionaire towards

acquisition of Optional Land Parcels, which shall be calculated and adjusted as per

finalization of the compensation under the UP Karar Niyamavali or as demanded by

the Land Acquisition Collector, together with such administrative charges as & when

demanded by the Authority. The timeline for release of Optional Land Parcels and

related rights shall be as per timeline given in Annexure B.

6.6 Payment for acquisition of Additional Land for UGC Expressway & land for Link Expressways

The Selected Bidder/Concessionaire shall make advance deposit to the Authority an

upfront non-refundable 1st installment amount equivalent to 20% (twenty percent) of

cost of land acquisition3 for UGC Expressway & Link Expressways (as per Clause 1.1.3

of this RFP) of about Rs. 18,00,00,000/- (Rupees Eighteen Crores only) in the form of

a demand draft drawn in favour of “Uttar Pradesh Expressways Industrial

Development Authority” on a Bank payable at Lucknow, before the Appointed Date.

The remaining amount shall be paid by the Concessionaire towards acquisition of

Additional Land for UGC Expressway & land for Link Expressways, which shall be

calculated and adjusted as per finalization of the compensation under the UP Karar

Niyamavali or as demanded by the Land Acquisition Collector, together with such

administrative charges as & when demanded by the Authority. The Concessionaire

shall be allowed to avail the lease rights of the Assured Land Parcels & Optional Land

Parcels based on the pre-payments of the remaining installments / tranches of the

cost of acquisition of land for UGC Expressway & Link Expressways to the Authority

as per timeline given in Annexure B.

6.7 Payments for R&R

The payments w.r.t. relief & rehabilitation (R&R) of project affected persons as per

R&R policy as defined for this project shall be paid by the Concessionaire within 9

3 The calculation of cost for land acquisition for UGC Expressway & Link Expressways (Realignment of UGC

Expressway, Deoband link, Meerut airport link, connecting roads for Optional Land Parcels, Realignment of

distributaries) is based on existing circle rates is only for the purposes of calculation of advance deposits.



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months from the Appointed Date or within 15 days from the date of demand raised by

the competent authority.

6.8 No Interest on Advances/Payments.

Selected Bidder/Concessionaire shall not be entitled for any interest on any of the

advances/payments made to the Authority by it during the subsistence of the

Concession Agreement including those specified under Clause 6.2 to Clause 6.7.



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7. MISCELLANEOUS

7.1 The Bidding Process shall be governed by, and construed in accordance with, the laws

of India and the Courts in Uttar Pradesh (India), shall have exclusive jurisdiction over

all disputes arising under, pursuant to and/ or in connection with the Bidding

Process.

7.2 The Authority, in its sole discretion and without incurring any obligation or liability,

reserves the right, at any time, to;

(a) postpone 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 the Authority by, on

behalf of, and/ or in relation to any Bidder; and/ or

(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.

7.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases the

Authority, its employees, agents and advisers, irrevocably, unconditionally, fully and

finally from any and all liability for claims, losses, damages, costs, expenses or

liabilities in any way related to or arising from the exercise of any rights and/ or

performance of any obligations hereunder, pursuant hereto and/ or in connection

herewith and waives any and all rights and/ or claims it may have in this respect,

whether actual or contingent, whether present or future.

7.4 The Bidding Documents and RFQ are to be taken as mutually explanatory and, unless

otherwise expressly provided elsewhere in this RFP, in the event of any conflict

between them the priority shall be in the following order:

a) the Bidding Documents

b) the RFQ.

i.e. the Bidding Documents at a) above shall prevail over the RFQ at b) above.



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APPENDICES



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APPENDIX I (On the Letter Head of the Bidder or Lead Member in case of Consortium)

Letter comprising the Financial Bid (Refer Clauses 2.1.5 and 2.14)

Date: _________2010

Chief Executive Officer,


2nd floor, Parayatan Bhavan

C-13, Vipin Khand, Gomtinagar, Lucknow-226010

Phone: 0522-2302536, 2301492

Fax: 0522-2301142

Subject: “The UGC Expressway Project” – Submission of Financial Bid.

Dear Sir,

With reference to your RFP document dated 06th May 2010 issued vide UPEIDA letter dated

08th May 2010 and revised RFP documents issued vide UPEIDA letters dated 02nd July 2010

and 10th July 2010, I/we, having examined the Bidding Documents and understood their

contents and made our due diligence, hereby submit my/our Bid for the aforesaid Project.

The Bid is unconditional and unqualified.

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

the Bid and the documents accompanying the Bid for selection of the Concessionaire

for the aforesaid Project, and we certify that all information provided therein is true

and correct and nothing has been omitted which renders such information misleading

and all documents accompanying the Bid are true copies of their respective originals

and nothing has been concealed therefrom.

3. This statement is made for the express purpose of qualifying as a Bidder for the

development, construction, operation and maintenance of the aforesaid Project.

4. I/ We shall make available to the Authority any additional information it may find

necessary or require to supplement or authenticate the Bid.

5. I/ We acknowledge the right of the Authority to reject our Bid without assigning any

reason or otherwise and hereby waive, to the fullest extent permitted by applicable

law, our right to challenge the same on any account whatsoever.

6. We certify that in the last three years, we/ any of the Consortium Members or our /

their Associates have neither failed to perform on any contract, as evidenced by



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imposition of a penalty or a judicial pronouncement or arbitration award, nor been

expelled from any project or contract nor have had any contract terminated for

breach on our part.

7. I/ We declare that:

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

including any Addendum issued by the Authority; and

(b) I/ We do not have any conflict of interest in accordance with Clauses 2.1.14

and 2.1.15 of the RFP document; and

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

in any corrupt practice, fraudulent practice, coercive practice, undesirable

practice or restrictive practice, as defined in Clause 4.3 of the RFP document,

in respect of any tender or request for proposal issued by or any agreement

entered into with the Authority or any other public sector enterprise or any

government, Central or State; and

(d) I/ We hereby certify that we have taken steps to ensure that in conformity

with the provisions of Clause 4 of the RFP, no person acting for us or on our

behalf has engaged or will engage in any corrupt practice, fraudulent practice,

coercive practice, undesirable practice or restrictive practice.

(e) the undertakings given by us along with the Application in response to the

RFQ for the Project were true and correct as on the date of making the

Application and are also true and correct as on the Bid Due Date and I/we

shall continue to abide by them.

8. I/ We understand that you may cancel the Bidding Process at any time and that you

are neither bound to accept any Bid that you may receive nor to invite the Bidders to

Bid for the Project, without incurring any liability to the Bidders, in accordance with

Clause 2.16 of the RFP document.

9. I/We declare that we/any Member of the Consortium, or our/its Associates are not a

Member of a /any other Consortium submitting a Bid for the Project.

10. I/ We certify that in regard to matters other than security and integrity of the country,

we/any Member of the Consortium or any of our/their Associates have not been

convicted by a Court of Law or indicted or adverse orders passed by a regulatory

authority which could cast a doubt on our ability to undertake the Project or which

relates to a grave offence that outrages the moral sense of the community.

11. I/ We further certify that in regard to matters relating to security and integrity of the

country, we/any Member of the Consortium or any of our/their Associates have not

been charge-sheeted & black-listed by any agency of the Government or convicted by

a Court of Law for any offence committed by us or by any of our Associates.



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

either against us or against our Associates or against our CEO or any of our

Directors/ Managers/ employees.

13. I/ We undertake that in case due to any change in facts or circumstances during the

Bidding Process, we are attracted by the provisions of disqualification in terms of the

guidelines referred to above, we shall intimate the Authority of the same immediately.

14. I/We confirm and undertake that our Consortium was pre-qualified and short-listed

on the basis of Technical Capacity and Financial Capacity of those of its Consortium

Members who shall be obliged to hold aggregate equity shareholding of the

Consortium /Sole Bidder, as the case may be, in the issued and paid up capital of the

Concessionaire not less than

(a) 51% (fifty one percent) thereof during the Construction Period;

(b) 33% (thirty three percent) thereof during a period of 3 (three) years

following the Project Completion Date; and

(c) 26% (twenty six percent) thereof, or such lower proportion as may be

permitted by Authority during the remaining Concession Period.

We further confirm and undertake that we in addition to the above requirement, (a)

the Lead Member (in case of the Consortium) shall hold equity stake not less than

51% of the aggregate shareholding of the Consortium in the Concessionaire at all

times during the Concession Period; and (b) other members of the Consortium (in

case of the Consortium) shall hold equity stake not less than 10% of the aggregate

shareholding of the Consortium in the SPV at all times during the Concession Period.

We further agree and acknowledge that the aforesaid obligation shall be in addition to

the obligations contained in the Concession Agreement in respect of Change in

Ownership.

15. I/We acknowledge and agree that in the event of a change in control of an Associate

whose Technical Capacity and/ or Financial Capacity was taken into consideration for

the purposes of short-listing and pre-qualification under and in accordance with the

RFQ, I/We shall inform the Authority forthwith along with all relevant particulars and

the Authority may, in its sole discretion, disqualify our Consortium or withdraw the

Letter of Intent, as the case may be. I/We further acknowledge and agree that in the

event such change in control occurs after signing of the Agreement but prior to

Financial Close of the Project, it would, notwithstanding anything to the contrary

contained in the Concession Agreement, be deemed a breach thereof, and the

Concession Agreement shall be liable to be terminated without the Authority being

liable to us in any manner whatsoever.

16. I/ We understand that the Selected Bidder shall incorporate a limited liability

company under the Companies Act, 1956 as a Special Purpose Vehicle (SPV) prior to

execution of the Agreement.



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17. I/We hereby irrevocably waive any right or remedy which we may have at any stage

at law or howsoever otherwise arising to challenge or question any decision taken by

the Authority in connection with the selection of the Bidder, or in connection with the

Bidding Process itself, in respect of the above mentioned Project and the terms and

implementation thereof.

18. In the event of my/our being declared as the Selected Bidder, I/We agree to enter into

a Concession Agreement in accordance with the draft that has been provided to

me/us prior to the Bid Due Date. We agree not to seek any changes in the aforesaid

draft and agree to abide by the same.

19. I/We have studied all the Bidding Documents carefully and also surveyed the project

site. We understand that except to the extent as expressly setforth in the Concession

Agreement, we shall have no claim, right or title arising out of any documents or

information provided to us by the Authority or in respect of any matter arising out of

or concerning or relating to the Bidding Process including the award of Concession.

20. The Bid Amount / Optional Land Value has been quoted by me/us after taking into

consideration all the terms and conditions stated in the RFP, draft Agreement, our

own estimates of costs and after a careful assessment of the site and all the conditions

that may affect the project cost and implementation of the Project.

21. I/We offer a Bid Security of Rs. 70,00,00,000 (Rupees Seventy Crore only) to the

Authority in accordance with the RFP Document.

22. The Bid Security in the form of a Bank Guarantee is attached.

23. I/We agree and understand that the Bid is subject to the provisions of the

Bidding Documents. In no case, I/We shall have any claim or right of whatsoever

nature if the Project / Concession is not awarded to me/us or our Bid is not opened.

24. The documents accompanying the Bid as specified in Clause 2.11.2 of the RFP, have

been submitted in a separate envelope and marked as “Enclosures of the Bid”.

25. I/We agree to keep this offer valid for [360 (three hundred and sixty)] days from the

Bid Due Date specified in the RFP.

26. We, the Consortium Members agree and undertake to be jointly and severally liable

for all the obligations of the Concessionaire under the Concession Agreement till

occurrence of Financial Close in accordance with the Concession Agreement.

(Bidder may quote any one of the two parameters mentioned in point 27 and delete the other.)

27. I/ We hereby submit our Bid and offer a Bid Amount of Rs. ___________(Rupees

____________ only) without opting for any of the Optional Land Parcels.

or

27. I/ We hereby submit our Bid and the total value of the land parcels opted for

development (“Optional Land Value”) is Rs. ________________ (Rupees __________ only)



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and details of the land parcels opted are as follows:

Land

Parcel

No.

Village,

Tehsil &

Name of

District

Area of land opted

for development:

Optional Land

Parcel (Hectares)

Circle Rate of opted

land (Rs.

Lakhs/Hectares)

Value of opted

land (Rs. Lakhs)

(I) (II) (III) (IV) (V) = Value in

column III

multiplied by

Value in column IV

Optional Land Value to be considered for purpose of bid evaluation is

the aggregate value of opted land parcels

Bid Value = Sum of

above

Note: Bidders shall refer to Annexure A for details of Optional Land Parcels and its corresponding

circle rates. The area of each Optional Land Parcel opted by the Bidders in Column III above shall be

limited to three decimal places only. However, in case, any value is mentioned in more than three

decimal places, the figures after the third decimal place shall be considered zero.

28. I/We agree and undertake that to facilitate early acquisition, we shall make advance

payments towards cost of acquisition of (i) Additional Land for UGC Expressway; (ii)

Land for Link Expressways; and (iii) land for Optional Land Parcels, and remaining

payments shall be calculated and adjusted as per finalization of the compensation

under the UP Karar Niyamavali or as demanded by the Land Acquisition Collector,

together with such administrative charges as demanded by the Authority.



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29. Further, I/We agree and undertake to make payment towards enhanced

compensation, if any, awarded by the any Court together with interest thereon and

charges calculated at the rate of 1% of such enhancement.

30. I/We agree and undertake that all payments pre-condition to the execution of the

Concession Agreement shall be made as specified in the Letter of Intent.

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

document.

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

the RFP document.

Yours faithfully,

Date: (Signature of the Authorised signatory)

Place: (Name and designation of the of the Authorised signatory)

Name and seal of Bidder/Lead Member



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APPENDIX – IA

Format for Proposal Submission (On the Letter head of the Bidder or Lead Member in case of a Consortium)

Date: _________2010





Phone: 0522-2302536, 2301492

Fax: 0522-2301142

Subject: The UGC Expressway Project – Submission of Bid.

Dear Sir,

Being duly authorized to represent and act on behalf of M/s …………………………………..

(hereinafter referred to as “Bidder”), and having reviewed and fully understood all of the RFP

requirements and information provided, the undersigned hereby submit their Bid for the

Project referred above.

We are enclosing our Bid in original, with the details as per the requirements of this RFP for

your evaluation. Our Bid shall be valid for a period of 360 (three hundred and sixty) days

from the Bid Due Date and the Bid Security shall be valid upto 435 (Four hundred and thirty

five) days beyond the Bid Due Date.

Dated this ……………………….. Day of ……………………………………..2010

Name of the Bidder/Lead Member of Consortium:………………………………………

Signature of the Authorized person : ………………………………………

Name of the Authorized person :………………………………………

Designation of the Authorized person :………………………………………



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APPENDIX – IB

Format for Affidavit

(To be executed on Non-Judicial Stamp Paper of Rs.100 by Single Entity or by each member of the Consortium as

applicable and duly notarised.)

Re: “The UGC Expressway Project”.

1. I, the undersigned, do hereby certify that all the statements made in our Proposal are

true and correct.

2. The undersigned hereby certifies that neither our firm M/s__________ nor any of its

directors/constituent partners have abandoned any work on National Highways in

India 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 Proposal.

3. The undersigned also hereby certifies that neither our firm M/s__________ nor any of its

directors/constituent partners have been debarred by Government of Uttar Pradesh

for any work or barred by any State/Central Government & their Agencies from

bidding for highway projects (BOT or otherwise).

4. The undersigned hereby authorize(s) and request(s) any bank, person, firm or

corporation to furnish pertinent information deemed necessary and requested by

Uttar Pradesh Expressways Industrial Development Authority (“UPEIDA” or the

Authority”) to verify this statement or regarding my( our ) competence and general

reputation.

5. The undersigned understands and agrees that further qualifying information may be

requested, and agrees to furnish any such information at the request of the Authority.

Signature of the Authorized person : ……………………………………… Name of the Authorized person :……………………………………… Designation of the Authorized person :……………………………………… Name of the Bidder/Consortium Member :……………………………………… Date :……………………………………… [Notarised]

Notes:

All italicized text is for guidance on how to prepare this Affidavit and shall be deleted from the final document.

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



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APPENDIX – IC

Format for Anti-Collusion Certificate (On the Letter head of the Bidder or Lead Member in case of a Consortium)

Re: “The UGC Expressway Project”.

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.

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 Proposal.

Date this ………………… Day of ………………..2010

Signature of the Authorized person : ………………………………………

Name of the Authorized person :………………………………………

Designation of the Authorized person :………………………………………

Name of the Firm/Lead Member :………………………………………

Notes:-

All italicized text is for guidance on how to prepare this Affidavit and shall be deleted from the final document.

To be executed by the Lead Member in case of a Consortium.



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APPENDIX – II

Bank Guarantee for Bid Security (Refer Clauses 2.1.7 and 2.20.1)

(To be issued by a Bank, as defined in Clause ________ of this RFP)

1. In consideration of the UPEIDA”” which expression shall include any entity which

UPEIDA may designate for the purpose) having agreed, interalia, to consider the

Proposal of …………….……….(hereinafter referred to the “Bidder” which expression

shall include their respective successors and assigns) which will be furnished in

accordance with the terms of the Request for Proposals for the Project “08 lane

access controlled Expressway on the right bank of upper Ganga Canal from

Sanauta Bridge (Greater Noida) to near Purkazi (District Muzaffarnagar) before

Uttar Pradesh-Uttarakhand Border” (hereinafter called the “RFP”); in lieu of the

Bidder being required to make a cash deposit, we …………………….[name of the Bank

and address of the issuing branch], hereinafter called the “Bank” which expression

shall include our successors and assigns, as to bind ourselves our successors and

assigns do at the instance of the Bidder hereby unconditionally and irrevocably

undertake to pay as primary obligor and not as surety only to UPEIDA without protest

or demand and without any proof or condition the sum of Rs. 70,00,00,000 (Rupees

Seventy Crore) only.

2. We, the Bank, do hereby unconditionally and irrevocably undertake to pay forthwith

(and in any event within five days) the amounts due and payable under this

Guarantee without any delay or demur merely on a written demand from UPEIDA

stating that the amount claimed is due by reason of the occurrence of any of the

events referred to in the RFP. Any such demand made on the Bank by UPEIDA shall

be conclusive as regards the amount due and payable by the Bank under this

Guarantee. However, the Bank’s liability under ‘this Guarantee shall be restricted to

an amount not exceeding Rs. 70,00,00,000 (Rupees Seventy Crore) only.

3. We, the Bank unconditionally undertake to pay to UPEIDA any money so demanded

under this Guarantee notwithstanding any dispute or disputes raised by the Bidder or

any other party including in any suit or proceeding pending before any court or

tribunal relating thereto or any instructions or purported instructions by the Bidder

or any other party to the Bank not to pay or for any cause to withhold or defer

payment to UPEIDA under this Guarantee. The Bank’s liability under this Guarantee is

irrevocable, unconditional, absolute and unequivocal. The payment so made by the

Bank under this Guarantee shall be a valid discharge of the Bank’s liability for



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payment hereunder and the Bidder shall have no claim against the Bank for making

such payment.

4. We, the Bank further agree that the Guarantee herein contained shall remain in full

force and effect upto and until [1700] hours on the date which falls 75 days beyond

the bid validity period i.e. ……………….(hereinafter called “the End Date”). Unless a

demand or claim under this Guarantee is made on the Bank by UPEIDA in writing on

or before the said End Date the Bank shall be discharged from all liability under this

Guarantee thereafter.

5. We, the Bank further agree that UPEIDA shall have the fullest liberty without the

Bank’s consent and without affecting in any manner the Bank’s obligation hereunder

to vary any of the terms and conditions of the RFP or to extend or postpone the time

of performance by the Bidder or any other party from time to time or postpone for

any time or from time or postpone for any time or from time to time any of the

powers exercisable by UPEIDA against the Bidder or any of them and to enforce or to

forbear from enforcing any of the terms and conditions relating to the RFP and the

Bank shall not be relieved from it liability by reason or any forbearance act or

omission on the part of UPEIDA, or any indulgence given by UPEIDA to the Bidder or

any other party or by any such matter or thing whatsoever which under the law

relating to securities would, but for this provision, have the effect of so relieving the

Bank.

6. To give full effect to the obligations herein contained, UPEIDA shall be entitled to act

against the Bank as primary obligor in respect of all claims subject of this Guarantee

and it shall not be necessary for UPEIDA to proceed against the Bidder or any other

party before proceeding against the Bank under this Guarantee and the Guarantee

herein contained shall be enforceable against the Bank as principal obligor.

7. This Guarantee will not be discharged or affected in any way by the liquidation or

winding up or dissolution or change of constitution or insolvency of any individual

member of the Bidder or any other party or any change in the legal constitution or

insolvency of the Bidder or any other party or any change in the legal constitution of

the Bank or UPEIDA.

8. We, the Bank lastly undertake not to revoke this Guarantee during its currency except

with the previous consent of UPEIDA in writing.

Notwithstanding anything contained herein.



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a) Our liability under the Bank Guarantee shall not exceed Rs. 70,00,00,000 (Rupees

Seventy Crore) only.

b) The Bank Guarantee shall be valid up to …………………, 20**.

c) Unless acclaimed or a demand in writing is made upon us on or before __________, all

our liability under this guarantee shall cease.

IN WITNESS WHEREOF THE BANK HAS SET ITS HANDS HERETO ON THE DAY, MONTH AND

YEAR MENTIONED HEREUNDER.

Signed and Delivered

On behalf of ………………….(Bank name) (Signature)

(Date)

By the hand of Mr …………………….……

(Name of authorized signatory)

Designation

Notes:-

All italicized text is for guidance on how to prepare this Bid Security and shall be deleted from the final document.

Address of the controlling office of the issuing branch with phone number and fax number to be provided.

Authenticated copy of Letter of Authority authorizing the signatory of this guarantee to execute the same to be enclosed herewith.



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APPENDIX – III

Power of Attorney for Signing of Bid

(To be executed on Non-Judicial Stamp Paper of Rs.100 and duly notarised.)

(Refer Clause 2.1.9)

Know all men by these presents, We, ___________________ (name of the firm and address of

the registered office) do hereby irrevocably constitute, nominate, appoint and authorise Mr.

/ Ms (Name), son/daughter/wife of____________ and presently residing at ________,

who is [presently employed with us/ the Lead Member of our Consortium and holding

the position of________________], as our true and lawful attorney (hereinafter referred to as

the “Attorney”) to do in our name and on our behalf, all such acts, deeds and things as are

necessary or required in connection with or incidental to submission of our bid for the “UGC

Expressway Project” proposed or being developed by Uttar Pradesh Expressways Industrial

Development Authority (the “UPEIDA” or “Authority”) including but not limited to signing

and submission of all applications, bids and other documents and writings, participate in

bidders' and other conferences and providing information / responses to the Authority,

representing us in all matters before the Authority, signing and execution of all contracts

including the Concession Agreement and undertakings consequent to acceptance of our bid,

and generally dealing with the Authority in all matters in connection with or relating to or

arising out of our bid for the said Project and/or upon award thereof to us and/or till the

entering into of the Concession Agreement with the Authority.

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds

and things lawfully done or caused to be done by our said Attorney pursuant to and in

exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things

done by our said Attorney in exercise of the powers hereby conferred shall and shall always

be deemed to have been done by us.

IN WITNESS WHEREOF WE, ________________, THE ABOVE NAMED PRINCIPAL HAVE

EXECUTED THIS POWER OF ATTORNEY ON THIS _____DAY OF ______, 2010.

For _______________

(Signature)

(Name, Title and Address)

Witnesses:

1.

2.

Accepted [Notarised]



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(Signature)

(Name, Title and Address of the Attorney)

Notes:

• All italicized text is for guidance on how to prepare this Power of Attorney and shall be deleted from the final document.

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

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

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



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APPENDIX – IV

Power of Attorney for Lead Member of Consortium

(To be executed on Non-Judicial Stamp Paper of Rs.100 and duly notarised.)


Whereas the Uttar Pradesh Expressways Industrial Development Authority (the “UPEIDA” or

Authority”) has invited bids from Pre-Qualified Applicants for the Development of the “UGC

Expressway Project”.

Whereas, ____________, __________ and____________ (collectively the “Consortium”) being Members

of the Consortium are interested in bidding for the Project in accordance with the terms and

conditions of the Request for Proposal and other connected documents in respect of the

Project, and

Whereas, it is necessary for the Members of the Consortium to designate one of them as the

Lead Member with all necessary power and authority to do for and on behalf of the

Consortium, all acts, deeds and things as may be necessary in connection with the

Consortium’s bid for the Project and its execution.

NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS

We, having our registered office at _______, M/s._____, having our registered office at_______, and

M/s. ______, having our registered office at ____________, [the respective names and addresses of

the registered office] (hereinafter collectively referred to as the “Principals”) do hereby

irrevocably designate, nominate, constitute, appoint and authorise M/s ________, having its

registered office at _________, being one of the Members of the Consortium, as the Lead

Member and true and lawful attorney of the Consortium (hereinafter referred to as the

“Attorney”) and hereby irrevocably authorise the Attorney (with power to sub-delegate) to

conduct all business for and on behalf of the Consortium and any one of us during the

bidding process and, in the event the Consortium is awarded the Concession, during the

execution of the Project, and in this regard, to do on our behalf and on behalf of the

Consortium, all or any of such acts, deeds or things as are necessary or required or incidental

to the submission of its bid for the Project, including but not limited to signing and

submission of all applications, bids and other documents and writings, participate in

bidders’ and other conferences, respond to queries, submit information/ documents, sign and

execute contracts and undertakings consequent to acceptance of the bid of the Consortium

and generally to represent the Consortium in all its dealings with the Authority, and/ or any

other Government Agency or any person, in all matters in connection with or relating to or

arising out of the Consortium’s bid for the Project and/ or upon award thereof till the

Concession Agreement is entered into with the Authority.

AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds

and things lawfully done or caused to be done by our said Attorney pursuant to and in

exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things



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done by our said Attorney in exercise of the powers hereby conferred shall and shall always

be deemed to have been done by us/ Consortium.

IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS

POWER OF ATTORNEY ON THIS _____ DAY OF_______ 2010.

For ________

(Name & Title)

For ________

(Name & Title)

For ________

(Name & Title)

For _______

(Name & Title)

Witnesses:

1.

2.

(Executants) [Notarised]

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

Notes:

• All italicized text is for guidance on how to prepare this Power of Attorney and shall be deleted from the final document.

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

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

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



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APPENDIX – V

Commitment Letter for Undertaking Development of Navigational Facilities (Refer Clause 1.1.3)

Dated:





Phone: 0522-2302536, 2301492

Fax: 0522-2301142

Subject: Commitment Letter for Undertaking Development of Navigation Facility

Dear Sir,

1. [ With reference to your RFP document dated 06th May 2010 issued vide UPEIDA

letter dated 08th May 2010 and revised RFP documents issued vide UPEIDA letters

dated 02nd July 2010 and 10th July 2010, I/we wish to confirm that, if selected by the

Authority for implementing the project detailed in Clause 1.1.3, I/we confirm that

I/we would also develop navigation facility as specified in the Draft Concession

Agreement including Schedules. I/We hereby agree to take-up implementation of the

navigation facility within a period of 54 (fifty four) months from Appointed Date as

per the applicable laws and guidelines or those formulated/approved by the

Authority in this respect. ]

[Or]

[ With reference to your RFP document dated 06th May 2010 issued vide UPEIDA

letter dated 08th May 2010 and revised RFP documents issued vide UPEIDA letters

dated 02nd July 2010 and 10th July 2010, I/we wish to confirm that, if selected by the

Authority for implementing the project, I/we confirm that I/we are not opting for

implementation of navigation facility. I/We further confirm that I/we have no

objection if the Authority implements the Navigation Facility in the Upper Ganga

Canal either by itself or through any other agency.]

2. I/We hereby agree that the proposed bridges over the Upper Ganga Canal as listed

below shall be designed and constructed by us considering the provision of vertical clearance at cross bridges to accommodate vessels for Class II waterway navigation and same shall be completed within a period of 42 (forty two) months from Appointed Date as per the applicable laws and guidelines or those formulated/approved by the Authority in this respect.



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Sl.

No. Name of Bridge

Chainage of

Canal (km) Road Linking

1 Sanauta 197+350 Sikandrabad

2 Gessopur 192+850 Gessopur

3 Jarcha 187+700 Jarcha

4 Nidhwali 183+005 Village Road

5 Kichra / Raoli

Bridge

174+890 Village Road

6 Noorpur / Chitaura 165+720 Village Road

7 Abupur 158+400 Village Road

8 Sonda 154+900 Village Road

9 Niwari 150+320 Modinagar-Dhaulri

10 Nangala 144+350 Mohiuddinpur-Siwal

11 Puth 132+620 Meerut-Baraut

12 Bhalsona 128+710 Village Road

13 Nanu 124+900 Meerut-Karnal

14 Sardhana 120+140 Daurala-Sardhana

15 Aterna 115+032 Village Road

16 Satheri 103+825 Khatau-Bhudana

17 New Khatauli

Bypass

102+880 Meerut-Haridwar

18 Sarai 94+410 Village Road

19 Nangala 88+000 Panipat-Khatima

20 Dakheri 85+900 Village Road

21 Naudra 81+170 Village Road

22 Bhopa 74+860 Muzaffarnagar-Sukartal

23 Belra 71+040 Village Road

24 Tuglaqpur 61+281 Village Road

Yours faithfully,

Date: (Signature of the Authorised

signatory)

Place:

(Name and designation of the of the Authorised signatory)

Name and seal of Bidder/Lead Firm



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APPENDIX – VI

(Intentionally Left Blank – Kindly note that Bidders need not submit Appendix – VI)



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APPENDIX VII

Joint Bidding Agreement


(To be executed on non-judicial Stamp paper of Rs. 100) THIS JOINT BIDDING AGREEMENT is entered into on this the ………… day of ………, 2010. AMONGST 1. {………… Limited, a company incorporated ____________________} and having its

registered office at ………… (hereinafter referred to as the “First Part” which expression shall, unless repugnant to the context include its successors)

AND 2. {………… Limited, a company incorporated ____________________} and having its

registered office at ………… (hereinafter referred to as the “Second Part” which expression shall, unless repugnant to the context include its successors)

AND 3. {………… Limited, a company incorporated ____________________and having its

registered office at ………… (hereinafter referred to as the “Third Part” which expression shall, unless repugnant to the context include its successors)

The above mentioned parties of the FIRST, SECOND and THIRD PART are collectively referred to as the “Parties” and each is individually referred to as a “Party” WHEREAS (A) Uttar Pradesh Expressways Industrial Development Authority (hereinafter

referred to as the “UPEIDA” or “Authority” which expression shall, unless repugnant to the context or meaning thereof, include its successors) had invited applications (the Applications”) by its Request for Qualification dated [24th] January 2010 (the “RFQ”) for pre-qualification and short-listing of bidders for development of 8-Lane Access Controlled Expressway on the Right Bank of Upper Ganga Canal (UGC) from Sanauta Bridge (Greater Noida) to near Purkazi (District Muzaffarnagar) before Uttar Pradesh – Uttarakhand Border (the “Project”) through public private partnership and shortlisted Bidders to whom the Request for Proposal dated 06th May 2010 issued vide UPEIDA letter dated 08th May 2010 and revised RFP documents issued vide UPEIDA letters dated 02nd July 2010 and 10th July 2010 (the ‘RFP’) was issued.

(B) The Application of the Parties was considered to be qualified in accordance with the RFQ subsequent to which the RFP was issued to us. The Parties are interested in jointly bidding for the Project as members of a Consortium and in accordance



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with the terms and conditions of the RFQ and RFP document and other bid documents in respect of the Project, and

(C) It is a necessary condition under the RFP document that the members of the

Consortium shall, in supercession of the Joint Bidding Agreement submitted at the RFQ stage, submit a revised Joint Bidding Agreement (herein the ‘Agreement’) and furnish a copy thereof with the Bid.

NOW IT IS HEREBY AGREED as follows: 1. Definitions and Interpretations

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

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

the purposes of jointly participating in the Bidding Process for the Project and submitting our Bid for the Project.

2.2 The Parties hereby undertake to participate in the Bidding Process and submit its

Bid only through this Consortium and not individually and/ or through any other consortium constituted for this Project, either directly or indirectly or through any of their Associates.

3. Covenants

The Parties hereby undertake that in the event the Consortium is declared the selected Bidder and awarded the Project, it shall incorporate a special purpose vehicle (the “SPV”) under the Companies Act, 1956 for entering into a Concession Agreement with the Authority for performing all its obligations as the Concessionaire in terms of the Concession Agreement for the Project.

4. Role of the Parties The Parties hereby undertake to perform the roles and responsibilities as described below: (a) Party of the First Part shall be the Lead member of the Consortium and shall

have the power of attorney from all Parties for conducting all business for and on behalf of the Consortium during the Bidding Process and until the Appointed Date under the Concession Agreement when all the obligations of the SPV shall become effective;

(b) Party of the Second Part shall be {the Technical Member of the Consortium;} (c) Party of the Third Part shall be the {Financial Member of the Consortium; } (d) Party of the Fourth Part shall be the {Other Member of the Consortium;}

5. Joint and Several Liability



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

6. Shareholding in the SPV 6.1 The Parties agree that the proportion of shareholding among the Parties in the

SPV shall be as follows:

First Party: Second Party: {Third Party:} {Fourth Party:}

I/We confirm and undertake that our Consortium shall hold aggregate equity

shareholding in the issued and paid up capital of the SPV/Concessionaire not less

than

a. 51% (fifty one percent) of the issued and paid up capital of the

SPV/Concessionaire during the Construction Period;

b. 33% (thirty three percent) of the issued and paid up capital of the

SPV/Concessionaire during a period of 3 (three) years following the

Commercial Operation Date; and

c. 26% (twenty six percent) of the issued and paid up capital of the

SPV/Concessionaire during the remaining Concession Period.

We further confirm and undertake that we in addition to the above requirement,

(a) the Lead Member (in case of the Consortium) shall hold equity stake not less

than 51% of the Consortium’s aggregate shareholding in the SPV at all times

during the Concession Period; and (b) other members of the Consortium (in case

of the Consortium) shall hold equity stake not less than 10% of the Consortium’s

aggregate shareholding in the SPV at all times during the Concession Period.

6.2 The Parties with equity participation as above undertake that they shall remain constituent of the Consortium and of the SPV at all times during the Concession Period.

7. Representation of the Parties

Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organised, validly existing and in good standing under the laws

of its incorporation and has all requisite power and authority to enter into this Agreement;

(b) The execution, delivery and performance by such Party of this Agreement has

been authorised by all necessary and appropriate corporate or governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the



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Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge:

(i) require any consent or approval not already obtained; (ii) violate any Applicable Law presently in effect and having applicability to

it; (iii) violate the memorandum and articles of association, by-laws or other

applicable organisational documents thereof; (iv) violate any clearance, permit, concession, grant, license or other

governmental authorisation, approval, judgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or

(v) create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement;

(c) this Agreement is the legal and binding obligation of such Party, enforceable in

accordance with its terms against it; and (d) there is no litigation pending or, to the best of such Party’s knowledge, threatened

to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfillment of its obligations under this Agreement.

8. Termination

This Agreement shall, in supercession of the Joint Bidding Agreement submitted with our Application at the RFQ stage, be effective from the date hereof and shall continue in full force and effect until the [35th]anniversary of the Appointed Date and in accordance with the Concession Agreement, in case the Project is awarded to the Consortium. However, in case the Consortium does not get selected for award of the Project, the Agreement will stand terminated.

9. Miscellaneous 9.1 This Joint Bidding Agreement shall be governed by laws of {India}. 9.2 The Parties acknowledge and accept that this Agreement shall not be amended by

the Parties without the prior written consent of the Authority. IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED For and on behalf of For and on behalf of LEAD MEMBER by: SECOND PART by: (Signature) (Signature)



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(Name) (Name) (Designation) (Designation) (Address) (Address) SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED For and on behalf of For and on behalf of THIRD PART by: FOURTH PART by:

(Signature) (Signature) (Name) (Name) (Designation) (Designation) (Address) (Address) In the presence of: 1. 2. Notes: 1. The mode of the execution of the Joint Bidding Agreement should be in accordance

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

2. Each Joint Bidding Agreement should attach a copy of the extract of the charter

documents and documents such as resolution / power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member.



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APPENDIX VIII

Commitment Letter for Project Development Expense & Success Fees (On the Letter head of the Bidder or Lead Member in case of a Consortium)

Dated:___________2010





Phone: 0522-2302536, 2301492

Fax: 0522-2301142

Subject: “The UGC Expressway Project – Project Development Expenses & Success

Fees Commitment.

Dear Sir,

We ___________( the “Member”), /[ our consortium consisting of the following members (

the “Member”)]

1. [Lead Member or First Party] 2. [ Second Party] 3. [Third Party] 4. [Fourth Party]

Have/[Has] submitted our/ [its] Bid for the captioned project.

We hereby write to inform you that if M/s ________________{put name of Single Entity /

Consortium} is selected as the Selected bidder for implementing the project, we will

pay Rs. 25 Crores (Rupees Twenty Five Crores) only towards the Project Development

Expenses and Success Fees to the Authority as per the terms and conditions of the

RFP document.

Yours faithfully,

Date: (Signature of the Authorised signatory)

Place: (Name and designation of the of the Authorised signatory)

Name and seal of Bidder/Lead Firm



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ANNEXURES



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Annexure A

Details of Assured and Optional Land Parcels

Details of Assured Land Parcels S.No. Village / Tehsil

name District Name Area (in

Hectares) UGC Chainage

Left/Right bank of Canal

1 Dasna Ghaziabad 15.186 169.977 Left bank 2 Bhola Meerut 2.000 135.640 Left bank 3 Salawa Meerut 43.432 108.400 Right and Left bank 4 Chittaura Muzaffarnagar 5.869 89.975 Left bank 5 Jauli Muzaffarnagar 12.403 77.680 Left bank 6 Nirgajni Muzaffarnagar 18.487 68.360 Right and Left bank

Total area 97.377

Details of Optional Land Parcels and its corresponding circle rates Land Parcel No.

Village / Tehsil name

District name Maximum area of land parcel available for the project 4 (Ha.)

Circle rate5 of land parcel (Lakhs/Ha.)

1 Masuri

Ghaziabad

100.007 55.00 2 Kushalia 112.294 20.00 3 Dehra 95.994 52.00 4 Didoli 142.825 50.00 5 Sahjadpur 107.985 18.00 6 Abupur 6.942 75.00 7 Siwalkhas

Meerut

69.066 30.00 8 Kurali 66.439 12.00 9 Nek 33.811 12.00

10 Jani Khurd 15.090 60.00 11 Jani Buzurg 86.237 12.00 12 Jatpura 118.089 12.00 13 Dungar 85.283 12.00 14 PutKhas 169.358 12.00 15 Sardhana 163.606 20.00 16 Khartauli

Muzaffarnagar

100.617 14.00 17 Moghpur 101.026 14.00 18 Nagla Buzurg 204.450 13.00 19 Baseda 201.046 12.00

Total area 1980.165

4 Bidder can opt for full/part/none of each land parcel but such opted land parcel shall be contiguous

and shall have connectivity to the UGC Expressway & Links. However, it will be mandatory for the

Concessionaire to pay the Authority for acquisition of land opted by it along with other related

charges.

5 Circle rates specified in the table is for the purpose of evaluation of financial bids only



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Annexure B Timelines for release of Land Parcels & related rights

SN. STAGE PRE-REQUISITES CONSEQUENT ENTITLEMENT 1. Tranche 1

Precondition to sign Concession Agreement

I. Submission of Performance Security and

II. Payment of Project Development Fee and Success Fee and

III. Advance deposit for Forest Diversion

Execution of Concession Agreement

2. Tranche 2 Prior to Appointed Date

I. EITHER 20% of Bid Amount

OR 20% of cost of acquisition of Optional Land Parcels depending upon the Financial Bid submitted by the bidder; and

II. 20% of the cost of acquisition of Additional Land for UGC Expressway & land for Link Expressways

I. License rights of Assured Land Parcels (subject to MoEF clearances & Forest Diversion) and

II. Transfer of available RoW of UGC Expressway, land for HEPS & Navigation Facilities under the possession of Authority (subject to MoEF clearances & Forest Diversion)

3. Tranche 3 I. Lease rights on Assured Land Parcels and

II. Lease rights on upto 50% of Optional Land Parcels (subject to acquisition of such land by the Authority) as per the Financial Bid and

III. Any residual Land Parcel for which lease rights have not been conferred in Tranche 3, shall be conferred in Tranche 4.

9 months from the

Appointed Date

I. Independent Engineer’s

Certification and approval by the

competent authority on the

expended cost on “UGC

Expressway Project” equivalent

to Rs. 750 Cr and

9 months from the

Appointed Date /

within 15 days from

the date of demand

raised by the

competent

authority.

II. Payments for R&R and

Within 15 days of

the demand raised

by the Land

Acquisition

Collector as per

Karar Niyamavali /

Land Acquisition Act

(9 months from the

Appointed Date in

case of Bid Amount

as per the Financial

Bid)

III. EITHER Remaining 80% of Bid Amount

OR Remaining Cost of acquisition of Optional Land Parcels depending upon the Financial Bid submitted by the bidder; and

IV. Remaining 80% of the cost of acquisition of Additional Land for UGC Expressway & land for Link Expressways



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SN. STAGE PRE-REQUISITES CONSEQUENT ENTITLEMENT 4. Tranche 4

24 months from the Appointed Date

Independent Engineer’s Certification and approval by the competent authority on Financial Progress of UGC Expressway, Link Expressways, HEPS & Navigation Facilities equivalent to Rs. 1000 Cr.

I. Lease rights on balance Optional Land Parcels (subject to acquisition of such land by the Authority) as per the Financial Bid and

II. Any residual Land Parcel for which lease rights have not been conferred in Tranche 3, shall be conferred in Tranche 4.



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Annexure C

Notifications regarding Applicable Tax Incentives available in the State of UP through Udyogig Newesh Protsahan Yojna, 2003 and tax notifications dated

19 January 2005 and 17 November 2007.



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Annexure D

G.O. 1820/77-3-09-286-N/07 dated 22nd May 2009, issued by Department of Infrastructure and Industrial Development, GoUP.



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Annexure E

Contents of Feasibility Report

The Feasibility Report provides detail on tentative alignment and other technical

investigations carried out, indicative structures, approximate cost estimates. The

Environmental Screening Report, Social Screening Report, Navigation Feasibility Report

and Hydro-power Project Report is also a part of this report.

The volumes of the Feasibility Report are as follows and shall be read along with any

revisions issued:

Volume I : Main Report

Volume II : EIA Screening Report

Volume III : Social Screening Report

Volume IV : Navigation Feasibility Report

Volume V : Expressway Drawings (Part A)

: Structural Drawings (Part B)

Volume VI : Hydro Power Project Report

Volume VII : Land Plan schedule



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Annexure F

Implementation Schedule (Refer two A3 size charts attached herewith)



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