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DEVELOPMENT OF AUDITORIUM AT

NEHRU NAGAR IN GHAZIABAD

Under Integrated Urban Rejuvenation Plan

ON DESIGN, BUILD, FINANCE, OPERATE AND

TRANSFER (DBFOT) BASIS UNDER PUBLIC PRIVATE PARTNERSHIP (PPP)

Revised

RFQ cum RFP DOCUMENT

April 2009

Nodal Agency

AWAS BANDHU, UTTAR PRADESH, HOUSING & URBAN PLANNING DEPARTMENT,

GOVERNMENT OF UTTAR PRADESH IST FLOOR, JANPATH MARKET,

LUCKNOW-226001 TEL: 0522-2237161 FAX: 0522-2612098,

E-MAIL: [email protected] WEB: awas.up.nic.in

Project Consultants SREI Infrastructure Finance Limited

In Association with DHV India Private Limited

AWAS BANDHU UTTAR PRADESH Request for Qualification cum Proposal: Government of Uttar Pradesh

REQUEST FOR QUALIFICATION cum REQUEST FOR PROPOSAL (RFQ cum RFP) DOCUMENT

CONTENTS OF THE DOCUMENT

VOLUME I : Instructions to Bidders

VOLUME II : Draft Concession Agreement

VOLUME III : Techno Economic Feasibility Report

RFQ cum RFP for Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar In Ghaziabad

RFQ cum RFP – Volume I-Instruction to Bidders Page 1

Proposed Location For Auditorium

NOTICE INVITING REQUEST FOR QUALIFICATION CUM PROPOSAL

DEVELOPMENT OF AUDITORIUM AT NEHRU NAGAR, GHAZIABAD

As Part Of IURP Uttar Pradesh, India on DBFOT basis

The city of Ghaziabad is a fast growing industrial city within the National Capital Region of Delhi. Ghaziabad is listed amongst the world’s fastest growing cities and as one of the most dynamic economies of the world. The city has not only grown in terms of its size and population, the socio-economic profile of the population has also undergone a major shift whereby the city has changed from a traditional small/ medium sized city of the state to a City with Cosmopolitan Culture. This shift has also resulted in improved economic capacity of the city, thereby leading to higher demands for socio-cultural needs for the city.

The city lacks socio-cultural facilities and the GDA has identified a site measuring 3.5 Acres of land located at Nehru Nagar as shown in the Map. This auditorium will be an attempt to create a well knit physical environment in which and cultural diverse disciplines, cast, cultural and religious will have an opportunity to interact each other thereby enriching their experience.

THE SITE LOCATION Ghaziabad Development Authority has proposed the Development of a state of the art multi-purpose auditorium in Ghaziabad to be developed in PPP mode. The Auditorium is to be planned and developed for a seating capacity of 1000 people. The development of the project is on Design-Build-Finance-Operate and Transfer (DBFOT) basis under which the developer will Design, Finance, Construct, Maintain and Operate the project. A pre bid meeting for the bidders who are interested in bidding for the above mentioned project was held on 11.04.2009 hrs at Hotel Shangri La, New Delhi

Awas Bandhu, Uttar Pradesh,

Housing & Urban Planning Department, Government Of Uttar Pradesh



The Eligibility Criteria and other terms and conditions are given in RFQ cum RFP Document. The RFQ cum RFP may be obtained at the address given below on payment of Rs 25,000/- (Rupees Twenty Five Thousand only), through account payee Demand Draft in favour of Awas Bandhu payable at Lucknow.. The RFQ cum RFP may also be downloaded from the web http//awas.up.nic.in and submitted along with the Demand Draft as mentioned above. The last date for submission of RFQ cum RFP is 1300 Hrs on 22.05.2009.

For further details please contact

The Executive Director, The Project Coordinator, Awas Bandhu, Uttar Pradesh, SREI Infrastructure Finance Ltd. Housing & Urban Planning Department, 5th Floor, D2, Southern Park Government Of Uttar Pradesh Saket Place, New Delhi - 110017 Ist Floor, Janpath Market, Lucknow-226001 Tel: 011-30615721 Fax: 011-30615818 Tel: 0522-2237161 Fax:0522-2612098, [email protected] E-Mail: [email protected], Web : awas.up.nic.in



Disclaimer

1. Though adequate care has been taken in the preparation of this RFQ cum RFP Document (Volumes I and II), the Bidder should satisfy himself that the Document is complete in all respects including its legal validity.

2. Neither Awas Bandhu, UP nor their employees or consultants make any representation or warranty as to the accuracy, reliability or completeness of the information in this RFQ cum RFP (Volumes I and II) and it is not possible for Awas Bandhu, UP to consider the investment objectives, financial situation and particular needs of each party who reads or uses this document. Each prospective Bidder should conduct his own investigations and analysis and check the accuracy, reliability and completeness of the information in this RFQ cum RFP and obtain independent advice from appropriate sources.

3. Neither Awas Bandhu, UP nor their employees or consultants will have any liability to any prospective bidder or any other person under the law of contract, tort, the principles of restitution or unjust enrichment or otherwise for any loss, expense or damage which may arise from or be incurred or suffered in connection with anything contained in this RFQ cum RFP, any matter deemed to form part of this RFQ cum RFP, the award of the Project, the project information and any other information supplied by or on behalf of Awas Bandhu UP, GDA or their employees, any consultants or otherwise arising in any way from the selection process.

4. Awas Bandhu, UP reserves the right to reject any or all of the proposals submitted in response to this RFQ cum RFP at any stage without assigning any reasons whatsoever.

5. Awas Bandhu, UP reserves the right to change any or all of the provisions of this RFQ cum RFP prior to Proposal Due Date. Such changes would be intimated to all the parties being issued this RFQ cum RFP.

6. Awas Bandhu, UP reserves the right to change, modify, add to or alter the Selection Process including inclusion of additional evaluation criteria at later stage, which in no event shall be later than the Proposal Due Date. Any change in the Selection Process shall be intimated to all concerned parties.



RFQ cum RFP DOCUMENT

Schedule of Bidding Process

1. Pre – Bid Meeting 11.04.2009 at Hotel Shangri La New Delhi 2. Last date for receipt of queries 11.04.2009 at 1000 hrs 3.Last date for submission of RFQ Cum RFP 22.05.2009 at 1300 hrs at the office of the

Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001

4.Date and time of Opening of RFQ cum RFP 22.05.2009 at 1400 hrs

5.Document Fees Rs. 25000 (Rupees Twenty Five Thousand), through account payee Demand Draft in favour of Awas Bandhu payable at Lucknow.



Table of Contents Page No

1. Notice: Inviting Request for Qualification cum Proposal 1 Disclaimer 2 Schedule of Bidding Process 3 2. Salient Information 6 3. Abbreviations 7 4. Definitions 8 5. Introduction 11

5.1. Background of Ghaziabad 11 5.2. Scope of Project 11 5.3. Cost of the Project 13 5.4. Commercial Consideration 13 5.5. Project Implementation Mechanism 13

6. Information and Instructions to Bidders 14 6.1. Scope of Application 14 6.2. Eligible Bidders 14 6.3. Change in Consortium Composition 15 6.4. Number of Applicants 15 6.5. Application Preparation cost 15 6.6. Project Inspection and Site Visit 15 6.7. Right to Accept or Reject any or all Applications 16 6.8. Contents of RFQ cum RFP Document 16 6.9. Clarifications 16 6.10. Amendment of RFQ cum RFP 16 6.11. Language 16 6.12. Currency 17 6.13. Validity of Application 17 6.14. Format and Signing of Application 17 6.15. Sealing and Marking of Applications 17 6.16. Submission of Bids 18 6.17. Application Due date 19 6.18. Late Applications 19 6.19. Modifications / Substitution / Withdrawal of Proposals 19 6.20. Evaluation of Application – Due Date 19 6.21. Evaluation of Application – Criteria 19 6.22. Evaluation of Application – Supporting Documents 19 6.23. Evaluation of Application – Right to Reject 19 6.24. Confidentiality 20 6.25. Test of responsiveness 20 6.26. Clarifications 20 6.27. Qualification and Notification 20 6.28. RFQ cum RFP Documents 21 6.29. Fees of the Consultants 21

7. General Provisions 22 7.1. General Provisions 22



7.2. Confidentiality 23 7.3. Communication between Bidders and Awas Bandhu, UP 23 7.4. Interpretation of Documents 24 7.5. Pre-Bid Conference 24 7.6. Enquiries concerning the RFQ cum RFP / Draft Concession Agreement 25 7.7. Amendment of RFQ cum RFP 25 7.8. Submission of Bids 25 7.9. Bid Opening 26 7.10. Earnest Money Deposit 26 7.11. Performance Security 27 7.12. Sources of Funds 28

8. Description of the Selection Process 29 8.1. Criteria for Evaluation 29 8.2. Evaluation of Financial Proposal (Assessment of Envelope B) 32

9. Rules regulating the Consortium 33 9.1. Consortium of Bidders 33

10. Methodology & Criteria for Evaluation 35 10.1. Financial Proposal Evaluation 35

11. Appendices Appendix 1A Format for Power of Attorney for Signing Proposal 38 Appendix 1B Format for Power of Attorney for Lead Member of Consortium 39 Appendix 2 Details of Bidder 40 Appendix 3 Format for Letter of Application 41 Appendix 4 Information related to Experience 43 Format for Establishing Experience of Bidder (BRS 1) 44

Format for Establishing Experience of Bidder (BRS 2) 45 Appendix 5 Format for Establishing Financial Capability of the Bidder 46

Format for Financial Capability of Consortium (BRS 4) 47 Appendix 6 Deleted Appendix 7 Guidelines for Providing Information related to Financial Capability 48 Appendix 8 Format for Anti-Collusion Certificate 50 Appendix 9A Format for Project Undertaking 51 Appendix 9B Format for Project Undertaking 52 Exhibit 2 Guiding Principles for MOU 53 Appendix 10 Format for Memorandum of Understanding (MOU) 54 Appendix 11 Deleted Appendix 12 Consultancy and Success Fee Commitment 56 Appendix 13 Format for Letter of Acceptance 57 Appendix 14 Format for Letter of Commitment 59 Appendix 15 Financial Proposal 61 Appendix 16 Proforma for Bank Guarantee for Performance Security 62 Annexure A Project Site 65

RFQ cum RFP for Design, Build, Finance, Operate and Transfer Auditorium At Nehru Nagar In Ghaziabad

RFQ cum RFP – Volume I- Instruction to Bidder Page 7

2 Salient Information Following are the salient aspects of information regarding this bid document (RFQ cum RFP):

i. This bid document comprises the following: a. Information to Bidders (RFQ cum RFP Document-Vol I) b. Draft Concession Agreement (RFQ cum RFP Document-Vol II) c. Technical Schedule (RFQ cum RFP Document-Vol II) TEFR is available with the Bid Documents for reference of the bidders.

ii. The following shall be the Schedule of the Bidding Process.

MILESTONE DATE Pre Bid Meeting at 11:00 hrs 11.04.2009 at Hotel Shangri La New Delh Last Date for Submission up to 13:00 hrs. (Proposal Due Date)

22.05.2009 at 1300 hrs at the office of the Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001

Opening of Envelope A 22.05.2009 at 1400 hrs Opening of Envelope B 26.05.2009 at 1400 hrs



3 Abbreviations

AW, UP Awas Bandhu, UP BEC Bid Evaluation Committee COD Commercial Operation Date EMD Earnest Money Deposit EOI Expression of Interest EPC Engineering, Procurement and Construction FDI Foreign Direct Investment FAR Floor Area Ratio ECS Equivalent Car Space GoI Government of India GoUP Government of Uttar Pradesh Ha. Hectare or Hectares LCM Lead Consortium Member LOI Letter of Intent LOA Letter of Award GDA Ghaziabad Development Authority MOU Memorandum of Understanding RFQ cum RFP Request for Qualification cum Proposal SPV Special Purpose Vehicle UP Uttar Pradesh



4 Definitions Associates For a Bidding Company or a Consortium Member, only those entities would be “Associates” who control and is controlled by or is under the common control with such applicant/consortium member.

Bid Document “Bid Document” shall mean any document issued by Awas Bandhu, UP as part of the Bid Process. Bid Process “Bid Process” shall mean various activities taken up by Awas Bandhu, UP leading up to the selection of the Successful Bidder/s. Bidder(s) “Bidder(s)” shall mean Bidding Company or Bidding Consortium that has submitted a Proposal in response to this RFQ cum RFP Document. Bidding Company “Bidding Company” shall mean a corporate entity (Public or Private Limited) registered under the Companies Act, 1956 or equivalent International law1 satisfying the basic eligibility criteria of bidding. Bid Validity Period “Bid Validity Period” shall mean the period stipulated in Clause 6.13 of Section 6 of this RFQ cum RFP Document, for which the Proposal submitted is valid. Bank “Bank” shall mean any SBI, Nationalised Bank and Indian Scheduled Commercial Bank whose networth is not less than Rs. 300 crores as on 31st March 2008. Consortium “Consortium” shall mean Group of Entities that have jointly submitted the proposal for the project. 1 Relevant Act as applicable has to be provided along in Envelope A with extract of relevant sections attached to the Act.



Consortium Member Each entity in the Bidding Consortium shall be referred to as a Consortium Member. Earnest Money Deposit “Earnest Money Deposit or Bid Security” shall have the meaning as referred in Section 7.10 of this document. Effective Date

“Effective Date” means the date on which all the Conditions Precedent are satisfied or waived in writing by both the Parties as per the Concession Agreement. Floor Area Ratio Floor Area Ratio means the quotient of the floor space excluding the area specifically exempted from computation under these regulations that can be constructed in a plot to the plot area. FAR = Total covered floor area on all floors

Plot area Financial Bid / Financial Proposal “Financial Bid / Financial Proposal” shall mean the information submitted as per Appendix 15 of this document. Good Industry Practice Good Industry Practice shall mean practices, methods, techniques and standards as changed from time to time that are generally accepted for use in the infrastructure, construction and real estate industry or any other good industry practice which is relevant to the said project. Lead Member / Lead Consortium Member (LCM) In case of a Bidding Consortium, the Lead Member / Lead Consortium Member (LCM) shall be that Consortium Member vested with the prime responsibility of developing the Project and holding not less than 51% stake in the consortium. Letter of Acceptance “Letter of Acceptance” shall have a meaning as referred in Appendix 13 of this Document. It means Letter submitted by the bidder accepting the Award or Intention to Award the Project to the bidder. Letter of Commitment “Letter of Commitment” shall have a meaning as referred Appendix 14 of this Document.



Project “Project” shall mean Design, Build, Finance, Operation and Transfer of Auditorium at Nehru Nagar in Ghaziabad more specifically as mentioned under Clause 5.2 of Section 5. Project Site shall mean the area as given in annexure A. Proposal “Proposal” shall mean the Financial Proposal to be submitted by the Bidders in response to this Request for Proposal, unless the context specifically refers to a Techno-Commercial proposal and its sub-proposal (i.e. Technical Proposal and / or Financial Proposal) in which case, “Proposal” shall refer to such sub-proposal. Proposal Due Date “Proposal Due Date” shall have the same meaning as referred to in Clause 6.17 section 6 of this Document. Responsiveness / Non-responsive “Responsiveness / Non-responsive” shall mean as referred in Clause 6.25 of Section 6 of this document. Request for Qualification cum Proposal (RFQ cum RFP) “Request for Qualification cum Proposal” shall mean this document issued to Bidders inviting the submission of “Proposal” to Design, Build, Finance, Operate and Transfer of Auditorium at Nehru Nagar in Ghaziabad. Selection Process “Selection Process” shall have the same meaning as the 'Bid Process'. Subsidiary/Subsidiaries For a Bidding Company or a Consortium Member, Subsidiary / subsidiaries shall mean only those entities in which the Bidding Company / Consortium Member” hold(s) more than 50% of the voting securities directly. Successful Bidder The Successful Bidder shall mean the bidder who has been issued Letter of Intent by Awas Bandhu, UP and Letter of Award by GDA indicating him as the Successful Bidder.



5 INTRODUCTION

5.1 Background of Ghaziabad Ghaziabad district was carved out of Meerut district in 1976 and has Ghaziabad as a Class-I city. During the partition of India, it was a class III town. With the onset of industrialisation of the surrounding areas, it became class II town in 1961 and Class I city in the 1971 census. The city has developed into a linear and fan shaped city divided by the River Hindon. The G.T. road, the east–west corridor of the city, has the most significant population growth, on either side of the river Hindon. Growth of the Ghaziabad local body area population follows a sinusoidal graph, except for 1981 where it instead of decreasing, it went up to 112 % and then followed the previous sequence. The steep increase in growth rate during the forties was due to the refugees of partition while that of seventies was due to increase of city limits. Rajapur, an out growth of Ghaziabad Municipal Board during eighties, merged into the Ghaziabad Nagar Palika Parishad area in 1994, when Ghaziabad was upgraded to a Municipal Corporation. In 1991 area of Ghaziabad Nagar Palika Parishad had 40 wards which increased to 60 wards in 2001 and the area of municipality also increased from 64 sq.km to 166 sq.km. For the 2006 local body elections, 60 wards have been delimited into 80 wards with total municipal area remaining the same of 166 sq.km. Ghaziabad Development Authority Ghaziabad Development Area was declared in April 1977 and Ghaziabad Development Authority was constituted to execute the proposals of Master Plan. To minimize the uncontrolled increase in population of Delhi and the Delhi Metropolitan Area the priority towns in National Capital Region have a National Capital Region Planning Towns Plan for expediting their development. Under this programme, the population assigned to Ghaziabad City for 2001 was 10.40 lakh. For this population increase, a revised Urban Master Plan was required. A draft of the revised Master Plan for the Ghaziabad Development Area was prepared by February 1985. The final Urban Master Plan was approved by Uttar Pradesh Government in May 1986. The Ghaziabad Master Plan-2021, a legal framework for development of Ghaziabad, gives an estimate of 23.77 lakh population (22.781 lakh of Ghaziabad, 0.491 lakh of Dasna and 0.50 lakh rural population) are expected to reside in the city by 2021. Annual growth rate for Master Plan population from 2001 to 2021, works out as 4.5%. The Urban Master Plan further gives the Landuse Plan for 2021 with balanced distribution of various land uses expected to develop for the estimated population. The Master Plan 2021 has adopted a gross city density of 160 pph for Ghaziabad and 110 pph for Dasna by the year 2021.

5.2 Scope of the Project Government of Uttar Pradesh (GoUP) through U.P. Awas Bandhu Lucknow intends to undertake various infrastructure projects for implementation on public Private Partnership (PPP) Mode under “Integrated Urban Rejuvenation Plan” (IURP) scheme for selected cities of the state. Projects to be developed on PPP mode have been identified and have to be implemented in various cities of Uttar Pradesh namely Ghaziabad, Meerut, Agra, Aligarh, Allahabad, Varanasi, Lucknow and Kanpur. The city of Ghaziabad is a fast growing industrial city within the National Capital Region of Delhi. Ghaziabad is listed amongst the world’s fastest growing cities and as one of the most dynamic economies of the world. The city has not only grown in terms of its size and population, the socio-economic profile of the population has also undergone a major shift whereby the city has changed from a traditional small/ medium town of the state to a City with



Cosmopolitan Culture. This shift has also resulted in improved economic capacity of the city, thereby leading to higher demands for socio-cultural needs for the city. The city lacks socio-cultural facilities and the GDA has identified a site measuring 3.5 Acres of land located at Nehru Nagar, a planned locality of Ghaziabad. This auditorium will be an attempt to create a well knit physical and socio cultural environment. The Auditorium is proposed to be developed as a state of the art Socio Cultural centre with participation from the private sector. The scope of work is to develop and operate an auditorium with 1000 capacity. The Auditorium is proposed to incorporate such facilities as Auditorium, Food Courts, Banquet Hall, Indoor Sports Facility/ Gym, Club House, Guest House etc The successful bidders shall Design, Build, Finance, Operate and Transfer the Auditorium and allied facilities on the plot earmarked for the purpose over the concession period of 50 years including construction period, after which the facility shall be transferable to the Authority (Ghaziabad Development Authority), GDA. The Successful Bidder shall be permitted to construct the building as per the prevailing building bye-laws. In addition a FAR of 2.5 will be permissible for this project. Awas Bandhu, through this RFQ cum RFP invites the Bidders to participate in the tender to Design, Build, Finance, Operate and Transfer the Auditorium at Nehru Nagar in Ghaziabad The successful bidder shall construct following facilities and get all the necessary approvals for commercial operations within 24 months from the effective date: A. Minimum Development Obligations (Essential Facilities): The facility is proposed to have the following components:

1. Socio-cultural facilities- Convention facility with Auditorium, Lecture Halls, Conference Rooms/ Committee Rooms, e-library cum lounge etc. except for marriage relating facilities

2. Recreational facilities- Banquet, Club House, Indoor sports facility, Swimming pool, Recreation, Guest House etc

3. Commercial Facilities- including food court/ restaurant , shops, Office spaces

Product Mix, Allied/ancillary facilities, sizing, area, phasing of the components/ facilities would be the Developer’s choice (within the extant Development Regulations and other statutory provisions) subjected to the following minimum obligations.

• 40% of the total built up area shall be reserved for Socio-Cultural facilities. Socio Cultural facility shall have an Auditorium facility of international standards having seating capacity for at least 1000 people. The Auditorium shall be capable to be partitioned in smaller rooms when required. Other Facilities that may be included in the development are- Committee rooms, Audio Visual Rooms, Art and Exhibition gallery, Conference Hall etc. The facility can be used for marriage related activities.

• 40% of the total built up area may be used for recreational facilities. The recreational facilities may include such facilities as Banquet, Club House, Indoor sports facility, Swimming pool, Guest House.



• To a maximum of 20% of the built up area may be used for commercial purposes including food court/ restaurant, shops, Office spaces.

• Car Parking facility shall be provided in accordance with the applicable building bye laws. • Development of support facilities and on site infrastructure like internal pathways, Fire fighting and other

safety arrangements, Electricity and Power backup, security, air conditioning, landscaping and other services as may be essential and required for the efficient functioning of the socio-cultural centre.

• The developer shall be required to make all necessary arrangements in the socio-cultural centre and supporting parking facilities so that the residents of the surrounding areas are not affected due to noise pollution and /or congestions.

• The Auditorium facilities shall come up on the ground floor to the extent possible

All the facilities are to be developed as per the minimum quality standards set out for the purpose in the technical schedule appended in DCA Volume-II with this document. While undertaking development of the Project, the Successful Bidder shall adhere to latest amended National Building Code of India, other relevant IS Codes and practices, Development Control Regulations, statutory requirements, FAR of 2.5, laws of land, the principles of good industry practices and any other norms as applicable from time to time. The successful bidder shall be responsible for all the clearances as may be required for the development and operations of the project. The project shall be ready for operation after taking all the clearance(s) within 24 months of the effective date. Revenue Streams The Private Sector Operator will be able to recover its investment through the following indicative streams of revenue:

• Lease Premium and Lease Rentals from activities under commercial head • User charges from facilities created under the recreational head • User Charges for the facilities created under socio-cultural head • Parking fees from the users • Advertising revenues as per local laws • Maintenance Charges from the users of the buildings .



5.3 Cost of the Project The project is estimated to cost Rs 128.73 Crores.

5.4 Commercial Consideration

In consideration of the designated plot of land given on lease for a period of 50 years, the Successful bidder shall pay, to the Concessioning Authority, upfront land premium payable in ten equal instalments as quoted in the Financial proposal, payment starting fourth year (with 3 years of moratorium) from the date of signing of the Concession Agreement. The Concessionaire shall pay to the Concessioning Authority a yearly token lease rental of Rs. 1/-( Rs. One only ) per sq meter of land for the entire concession period of 50 years including construction period.

Bidders may please note that in case of failure of the bidder in completion of the project, as mentioned in the scope of work and as per the minimum standards and specifications as per the technical schedule appended with this document in DCA Volume II , within 24 months, the performance security furnished on the execution of the Agreement shall be forfeited by GDA and black listed, as per the Provision of the draft concession agreement. Additional measures as the Govt. may deemed fit would be applicable on such a bidder. However, bidders may note that in case the work is being executed as per the minimum technical specifications in DCA Volume II but delayed due to Force Majeure Event as defined in the Draft Concession Agreement, the remedies pertaining to such Force Majeure Event shall be applicable as per the provisions in the Draft Concession Agreement. No similar facility shall be allowed to come up within 1 km radius of the Project. The Concessionaire shall be allowed to mortgage land of the project for availing financial assistance from funding agencies subject to the condition that the 20% of the land value at circle rates is paid upfront to the Concessioning Authority.

5.5 Project Implementation Mechanism The successful bidder in case of a consortium shall form a Special Purpose Vehicle (SPV) in the form of limited company under Companies Act, 1956, registered in UP for the purpose of implementation of the project. The Concession Agreement shall be signed between the SPV and GDA. In case, the successful bidder is a single entity, the Concession Agreement shall be signed between the Single Entity and GDA. No SPV shall be formed in case Single Entity is the Successful Bidder. 5.6. Delay in commercial operations

If the commercial operations for the Project are not achieved within the stipulated time period for reasons not attributable to the Concessionaire, the Concessioning Authority shall determine any extension of the dates set forth in the commercial operations time schedule to which the Concessionaire is reasonably entitled. The Concessioning Authority shall extend such dates and the Concession Period shall deemed to be extended by a period equal in length to the period extended.



5.7 The GoUP shall provide single window clearances for all necessary approvals within the state and shall

facilitate the Concessionaire in getting clearances and approvals from any agency from outside the state.



6 INFORMATION AND INSTRUCTION TO BIDDERS 6.1 Scope of Application

6.1.1 ABUP wishes to receive Applications from experienced and capable Bidders for proposal in respect of the Project(s)..

6.2 Eligible Bidders

6.2.1 The Bidder may be a single company or a group of maximum 4 companies (hereinafter referred to as Consortium), coming together to implement the Project. The term Bidder used hereinafter would therefore apply to both a single entity and/or a Consortium.

6.2.2 The Bidder should submit a Power of Attorney as per the format enclosed at Appendix 1A, authorizing

the signatory of the Application to commit the Bidder. 6.2.3 Applications submitted by a Consortium should comply with the following additional requirements:

a. Number of members in a consortium would be limited to maximum of 4;

b. The Application should contain the information required for each member of the Consortium

c. The purchaser of the RFQ CUM RFP document must be the Bidder itself or member of the consortium submitting the application.

d. An individual Bidder cannot at the same time be member of a Consortium applying for this Project. Further,

a member of a particular Consortium cannot be member of any other Consortium applying for this Project; an undertaking towards this end needs to be submitted by all members.

e. Members of the Consortium shall nominate one member as the Lead Member. The nomination shall be

supported by a Power of Attorney as per the format enclosed at Appendix 1B

f. Members of the Consortium shall enter into a Memorandum of Understanding (MOU) as per the format enclosed at Appendix 10 and duly notarized for the purpose of making the Application and submitting a Proposal. The MOU shall, inter alia:

i. Convey the intent to form a Special Purpose Vehicle with shareholding commitment(s) as stipulated in this

document, which would enter into the Concession Agreements and subsequently carry out all the responsibilities as Concessionaire in terms of the Concession Agreement, in case the Concession to undertake the Project is awarded to the Bidder.

ii. Clearly outline the proposed roles and responsibilities of each member in case of Consortium at each

stage,

iii. Commit the minimum equity stake as stipulated, and

iv. include a statement to the effect that all members of the Consortium shall be liable jointly severally for the execution of the Project in accordance with the terms of the Concession Agreement



g. In case of consortium, the Lead Member shall hold at least 51% share in the shareholding. h. The other members of the consortium shall hold a minimum of 11% share each in the shareholding.

6.2.4 Notwithstanding anything stated elsewhere in this document, ABUP shall have the right to seek updated

information from the Bidders to ensure their continued eligibility. Bidders shall provide evidence of their continued eligibility in a manner that is satisfactory to ABUP. Bidder may be disqualified if it is determined by the ABUP, at any stage of the process, that the Bidder will be unable to fulfill the requirements of the Project or fails to continue to satisfy the Eligibility Criteria. Supplementary information or documentations may be sought from Bidders at any time and must so be provided within a reasonable time frame as stipulated by ABUP.

6.2.5 Any entity which has been barred or disqualified either by GOI or GOUP or their Departments or agencies

from participating in projects (BOT or otherwise) and such disqualification subsists as on the Application date, would not be eligible to submit an Application, either individually or as member of a Consortium. Bidder to submit an affidavit to this effect.

6.3 Changes in Consortium Composition After shortlisting, change in the composition of the Consortium (except lead member) will be subject to approval of ABUP but applications to change the consortium should reach Awas Bandhu at least 10 days before the last date for submission of RFQ cum RFP. Conditions for such approval will be provided in Clause 9 6.4 Number of Applications Each Bidder shall submit only one (1) Application in response to this RFQ cum RFP. Any Bidder, which submits or participates in more than one Application will be disqualified and will also cause the disqualification of the Consortiums / Bidder of which it is a member as the case may be. 6.5 Application Preparation Cost

The Bidder shall be responsible for all of the costs associated with the preparation of its Application and its participation in the Selection process. ABUP will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of the qualification process.

6.6 Project Inspection and Site Visit

6.6.1 It is desirable that each Bidder submits its Application after inspecting the sites; and ascertaining for itself the location, surroundings, access, transport, right of way or any other matter considered relevant by it.

6.6.2 Site visit may be facilitated by ABUP. A prospective Bidder may notify ABUP in writing 3 days prior to

planned visit. ABUP would endeavor to facilitate the site visit depending upon the availability of the concerned officials.

6.6.3 It would be deemed that by submitting the Application, Bidder has:

(a) Made a complete and careful examination of the RFQ CUM RFP and (b) Received all relevant information requested from ABUP.



6.6.4 ABUP shall not be liable for any mistake or error on the part of the Bidder in respect of the above.

6.7 Right to Accept or Reject any or all Applications

6.7.1 Notwithstanding anything contained in this RFQ cum RFP, ABUP reserves the right to accept or reject any Application and to annul the bidding process and reject all Applications / Proposals, at any time without any liability or any obligation for such acceptance, rejection or annulment, without assigning any reasons.

6.7.2 ABUP reserves the right to reject any Application if:

(a) At any time, a material misrepresentation is made or uncovered, or (b) The bidder does not respond promptly and thoroughly to requests for supplemental information required for the evaluation of the Application. Such misrepresentation / improper response would lead to the disqualification of the Bidder. If the Bidder is a Consortium, then the entire Consortium would be disqualified / rejected. 6.8 Contents of RFQ cum RFP Document The RFQ cum RFP Document comprises the contents as given in the Table of Contents and would additionally include any Addenda issued in accordance with the provisions of this Document. 6.9 Clarifications Interested parties may address their queries relating to the RFQ cum RFP Document by email only at [email protected] with a mandatory copy to consultants at [email protected]. The queries should reach the above latest by 1900 hrs on 15.05.2009.

ABUP would endeavor to respond to the queries by the date mentioned in the Schedule of Bidding Process. The responses will be sent by fax/ email. 6.10 Amendment of RFQ cum RFP

6.10.1 At any time prior to the deadline for submission of Application, ABUP may, for any reason, whether at its own initiative or in response to clarifications requested by any Bidder, modify the RFQ cum RFP Document by the issuance of an Addendum.

6.10.2 Any Addendum thus issued will be sent in writing to all those who have purchased the RFQ cum

RFP Document and shall also be uploaded on www.awas.up.nic.in 6.11 Language The Application and all related correspondence and documents should be written in the English language. Supporting documents and printed literature furnished by Bidder with the Application may be in any other language



provided that they are accompanied by appropriate translations of the pertinent passages in the English language duly certified appropriately. Supporting materials, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Application, the English language translation shall prevail. 6.12 Currency The currency for the purpose of the Application shall be the Indian Rupee (INR). The conversion to Indian Rupees shall be clearly indicated in the Appendix 4. In all such cases, the original figures in the relevant foreign currency and the INR equivalent thereof must be given. The exchange rate(s) applied shall be clearly stated. The conversion to Indian Rupees shall be based on the closing exchange rate published by the Reserve Bank of India as on 31st December 2008. ABUP reserves the right to use any other suitable exchange rate for the purposes of uniform evaluation for all Bidders. 6.13 Validity of Application Applications shall remain valid for a period not less than 180 days from the Application Due Date. ABUP reserves the right to reject any Application, which does not meet this requirement. 6.14 Format and Signing of Application

6.14.1 The Bidder would provide all the information as per this RFQ cum RFP Document. ABUP would evaluate only those Applications that are received in the required format and are complete in all respects.

6.14.2 The Bidder shall prepare one original of the documents comprising the Application and clearly

marked "ORIGINAL". In addition, the Bidder shall make two copies of the Application, clearly marked "COPY". In the event of any discrepancy between the original and the copies, the original shall prevail.

6.14.3 The Application and its copies shall be typed or written in indelible ink and each page shall be

initialled and stamped by the Bidder. All the alterations, omissions, additions, or any other amendments made to the Application shall be initialled by the person(s) signing the Application.

6.15 Sealing and Marking of Applications

6.15.1The First Envelop should be marked as Envelop A ( original and copy) and shall contain:

a) Power of Attorney for the signing authority as per the format enclosed at Appendix 1A,

b) Power of Attorney for the Lead member of the consortium as per the format enclosed at Appendix 1B, in case of Consortium;

c) Bidder details (Appendix 2)

d) Application in the prescribed format (Appendix 3) along with supporting documents;



e) Completed Format for Experience as in Appendix 4 (BRS 1 to 2), along with supporting documents.

f) Completed Format for Financial Capability Evaluation as in Appendix 5 (BRS3 &4) and Appendix

7, along with supporting documents.

g) Format of Anti collusion certificate as in Appendix 8. h) Format of Project Undertaking as in Appendix 9A.

i) In case of a Consortium, an undertaking from each member of Consortium certifying that it is an

exclusive member of that particular consortium alone and not a member of any other consortium nor an independent Bidder, bidding for this project and has submitted only one (1) Application in response to this RFQ CUM RFP. (Appendix 9B)

j) MOU in case of a Consortium (Appendix 10);

k) Earnest Money Deposit l) Letter of Undertaking for the success fee of 1% of the Project Cost net of taxes, and Consultancy

Fees as per Appendix-12 m) Letter of Acceptance as per Appendix-13 n) Letter of Commitment as per Appendix-14

o) Documentary evidence, if applicable, relating to experience of group companies/associates as per

clause 8.1.2.

6.15.2 The second Envelop should be marked as Envelop B and shall include: • Financial Proposal as per Appendix-15.

Please note that Awas Bandhu, UP retains the right to ask for any further information/ clarification during the Bid Process.

6.15.3The Bidder shall also enclose in a separate envelope, enclosed in the outer envelope, a demand draft for Rs 25,000/- (Rupees Twenty Five Thousand Only), through account payee Demand Draft in favour of Awas Bandhu payable at Lucknow on any scheduled bank towards non refundable Document Fee. Application unaccompanied by this demand draft will not be considered for evaluation and short-listing.

6.16 Submission of Bid Both the Envelopes A and B shall be put together in one envelope and be sealed properly. The Bidder shall seal the original and copy duly marking the envelopes as "ORIGINAL" and "COPY" the envelopes shall then be sealed in an outer envelope superscribing “RFQ cum RFP for DEVELOPMENT OF AUDITORIUM AT NEHRU NAGAR IN GHAZIABAD, UTTAR PRADESH” and also the name(s) of bidder/consortium

The envelope shall be addressed to: The Executive Director, Awas Bandhu, Uttar Pradesh,



Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India Tel: 0522-2237161 Fax:0522-2612098, E-Mail: [email protected], Web: awas.up.nic.in 6.15.5 If the envelope is not sealed and marked as instructed above, ABUP assumes no responsibility for the

misplacement or premature opening of the contents of the Application submitted. 6.17 Application Due Date Applications should be submitted before 1300 hours IST on the Application Due Date mentioned in the

Schedule of Bidding Process, at the address provided above in the manner and form as detailed in this RFQ cum RFP. Applications submitted by either facsimile transmission, telex or e-mail will not be considered for evaluation and shortlisting. However ABUP reserves the right to extend the Application Due Date and Time, at any time prior to opening of RFQ cum RFP Applications; in such cases the applications received prior to such extension shall not be opened. Further if the RFQ cum RFP document is materially modified along/during such extended period, the RFQ cum RFP application received prior to extension shall be returned to the applicants and appropriate time shall be allowed for resubmission of the Applications.

6.18 Late Applications Applications received after the Application Due Date shall not be considered, 6.19 Modifications/ Substitution/ Withdrawal of Proposals

The Bidder may modify, substitute or withdraw its Proposal after submission, provided that written notice of the modification, substitution or withdrawal is received by ABUP before the Proposal Due Date and time. No Proposal shall be modified or substituted or withdrawn by the Bidder after the Proposal Due Date and time 6.20 Evaluation of Application - Due Date ABUP would open the Applications after 1400 hours 1ST on the Application Due Date mentioned in the Schedule of Bidding Process, for the purpose of evaluation. 6.21 Evaluation of Application - Criteria ABUP would subsequently examine and evaluate Applications in Accordance with the criteria set out in Section 8. 6.22 Evaluation of Application - Supporting Documents ABUP reserves the right to call for supporting documentation to verify the data provided by Bidders, at any time during the bidding process. The Bidder in such cases would need to provide the requested clarification / documents promptly and within the stipulated time failing which the Bidder is liable to be disqualified at any stage of the bidding process.



6.23 Evaluation of Application - Right to Reject ABUP reserves the right to reject any Application if: (a) At any time, a material misrepresentation is made or uncovered; or (b) The Bidder does not respond promptly and thoroughly to requests for supplemental information required for the evaluation of the Application. 6.24 Confidentiality Information relating to the examination, clarification, evaluation, and recommendation for the short-listed Bidders shall not be disclosed to any person not officially concerned with the process. ABUP will treat all information submitted as part of Application in confidence and would require all those who have access to such material to treat the same in confidence. ABUP will not divulge any such information unless it is ordered to do so by any authority that has the power under law to require its disclosure. 6.25 Tests of responsiveness

6.25.1 Prior to evaluation of Applications, ABUP will determine whether each Application is responsive to the requirements of the RFQ cum RFP. An Application shall be considered responsive if the Application:

a) is received by the Application Due Date (Clause 2.16) including any extension thereof pursuant to

Clause 2.17 b) is accompanied by MOU in case of a Consortium ( Appendix 10), if applicable, duly supported by

Board resolution and charter documents c) contains information required as per Appendix 3, 4(BRS 1 to2), 5(BRS 3 to 4) and 7. d) It is accompanied by Bid Document Fee of Rs. 25,000/- e) It is accompanied by a valid Earnest Money Deposit ; f) Letter of Undertaking for the Success fee of 1% of project cost (net of taxes) to the consultants

and Consultancy Fees as per Exhibit 10. g) Letter of Acceptance as per Appendix-13 h) Letter of Commitment as per Appendix-14 i) Contains all the documents which were to be submitted as per the provisions of Section 6.15 of this

Document.

ABUP reserves the right to reject any Application which is non-responsive and no request for alteration, modification, substitution or withdrawal shall be entertained by ABUP in respect of such Applications. 6.26 Clarifications To facilitate evaluation of Applications, ABUP may at its sole discretion, seek clarifications in writing from any Bidder regarding its Application.



6.27 Qualification and Notification After the evaluation of Applications, ABUP would announce a list of successful Bidders (Bidders) who meet the Qualification Criteria. At the same time, ABUP would notify the other Bidders that their Applications have been unsuccessful.

6.28 RFQ cum RFP Documents

RFQ cum RFP Documents contain the following: Volume I - Instruction to Bidders Volume II - Draft Concession Agreement, Technical Schedule

TEFR is available with the above documents for the reference of the bidder. However the bidder has to conduct his own feasibility before submitting the bids.

6.29 Fees of the Consultants SREI Infrastructure Finance Ltd in consortium with DHV India Pvt. Ltd. has been appointed as a Consultant to assist Awas Bandhu, UP in handling the bid process management for the selection of the Successful bidder. The Success Fee of 1% of the project cost exclusive of taxes at applicable rates has been agreed by Awas Bandhu UP, to be paid to SREI Infrastructure Finance Ltd. for providing the above mentioned advisory services. The Success Fee shall be net of all taxes (1% of Project Cost is net of all taxes). Every bidder shall therefore submit along with the Proposal, an undertaking as per Appendix-12 for the Success Fees of the Consultants (calculated at the rate of 1% of the project cost as mentioned in Section 5.3 of this RFQ cum RFP document, plus taxes as applicable) and the Consultancy fees of Rs. 1, 00,000/- (Rupees One Lakh only) to be reimbursed to Awas Bandhu, UP. This success fee shall be paid in the form of a Demand Draft issued by a Bank in favour of SREI Infrastructure Finance Ltd.. Such a Demand Draft shall be extendable for a further period of 6 months by replacing it with a fresh Demand Draft after 5 months of its issue if required and asked by Awas Bandhu, UP due to delay in signing of Concession Agreement or otherwise beyond a period of 5 months from the date of issue of the said Demand Draft. The Success Fee in the form of Demand Draft shall be handed over to Awas Bandhu, UP by the Successful Bidder before the signing of the Concession Agreement. The successful bidder shall pay and deposit the amount of withholding or other taxes to the credit of the relevant tax authorities and issue a certificate of deduction and payment to SREI Infrastructure Finance Ltd.



The Consultancy Fee of Rs. 1,00,000/- (Rupees One Lakh only) paid by Awas Bandhu,UP to the Consultants will be reimbursed by the bidder to Awas Bandhu, UP within 2 weeks of signing the concession agreement between GDA and Bidder, on receipt of invoice from Awas Bandhu, UP.

7.1 General Provisions

7.1.1 Non-Discriminatory and Transparent Bidding Proceedings Awas Bandhu, UP shall ensure that the rules for the Bid Process for the Project are applied in a non-discriminatory, transparent and objective manner. Awas Bandhu, UP shall not provide to any Bidder, information with regard to the Project or the Bidding Process, which may have the effect of restricting competition.

7.1.2 Prohibition against Collusion with other Bidder Each Bidder shall warrant by its Bid that the contents of its Bid have been arrived at independently. Any Bid which has been arrived at through consultation, collusion, or understanding with any other prospective Bidder for the purpose of restricting competition shall be deemed to be invalid and the Bidder shall lose its Earnest Money Deposit. The anti-collusion certificate submitted at the time of submission of RFQ CUM RFP shall be applicable.

7.1.3 Inducements Any effort by a Bidder to influence processing of Bids or award decision by Awas Bandhu, UP or any officer, agent or Advisor thereof may result in the rejection of such Bidder’s Bid. In such a rejection of Bid, the Bidder shall lose its Earnest Money Deposit.



7.2 Confidentiality

7.2.1 Awas Bandhu, UP shall treat all Bids and other documents, information and solutions submitted by Bidders as confidential, and shall take all reasonable precautions that all those who have access to such material, treat this in confidence. Awas Bandhu, UP will not divulge any such information unless it is ordered to do so by any authority, which has the power to require its release.

7.2.2 Each Bidder shall, whether or not it submits a Bid, treat the RFQ cum RFP Documents and other documents, information and solutions provided by Awas Bandhu, UP in connection with the Project or the bidding proceedings as confidential for a period of five (5) years from the issuance of the RFQ CUM RFP Documents. During this period, the Bidder shall not disclose or utilize any such documents, information without the written approval of Awas Bandhu, UP or as required by law or any governmental authority.

7.2.3 Awas Bandhu, UP shall have the right to release the Bid information provided by the Bidders to its Advisors for the purpose of Bid evaluation and negotiations. Each Bidder shall have the right to release these RFQ cum RFP Documents and other Documents to its advisors and to financial institutions for the purpose of Bid preparation, negotiations and financing. Both Awas Bandhu, UP and the Bidder shall ensure that their Advisors and/ or financial institutions treat this information in confidence.

7.2.4 Any information relating to examination, clarification, evaluation and comparison of bids and recommendations for the award of a contract shall not be disclosed to Bidders or any other person not officially concerned with the Bid Process until the award to the Successful Bidder has been communicated, except of reasons of public transparency.

7.3 Communication between Bidders and Awas Bandhu, UP All communication, unless specified otherwise, on these RFQ cum RFP Documents to Awas Bandhu, UP shall be addressed to:

The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Tel: 0522-2237161 Fax:0522-2612098, E-Mail: [email protected] Web: http://awas.up.nic.in



All communication to the Bidder shall be sent to the Authorised Representative & Signatory at the addresses mentioned in the covering letters to this RFQ CUM RFP, unless Awas Bandhu, UP is advised otherwise.

7.4 Interpretation of Documents Awas Bandhu, UP will have the sole discretion in relation to:

• The interpretation of this RFQ cum RFP, the Proposals and any documentation provided in support of the Proposals; and

• All decisions in relation to the evaluation and ranking of Proposals, whether or not to request for any clarifications or additional information from Bidder in relation to its Proposal and the selection of the Successful Bidder.

• Awas Bandhu, UP will have no obligation to explain its interpretation of this RFQ cum RFP, the Proposals or their supporting documentation and information or to explain the evaluation process, ranking process or the selection of the Successful Bidder.

7.5 Pre-Bid Conference

7.5.1 Awas Bandhu, UP will hold a Pre-Bid Conference in Delhi at Hotel Shangri La in order to clarify and discuss any provision or requirements with respect to technical/ commercial parameters of the Project, these RFQ cum RFP Documents or any other related issues. Decisions communicated to bidders after pre-bid or otherwise shall become part of the RFQ cum RFP documents.

7.5.6 Attendance of the Bidder at the Pre-Bid Conference is not mandatory. However, subsequent to the date of the Pre-Bid Conference, Awas Bandhu, UP may not respond to questions or inquiries from any Bidder.



7.6 Enquiries concerning the RFQ cum RFP / Draft Concession Agreement

7.6.1 To make the Pre-Bid Conference more productive, Awas Bandhu, UP encourages a careful review of these RFQ cum RFP Documents and preparation of the observations/ comments by the Bidder. The Bidder should send their comments in writing .. Inquiries/ comments received after the set time limit may not be addressed at the Pre-Bid Conference by Awas Bandhu, UP.

7.6.2 Awas Bandhu, UP at its discretion, may respond to inquiries submitted by any Bidder after the date of the Pre-Bid Conference. Such a response will be sent in writing to all the Bidders and will qualify as an “Addendum”.

7.6.3 All inquiries should be submitted to the Awas Bandhu, UP in writing by e-mail to [email protected] with a copy marked to [email protected]

7.6.4 No interpretation, revision or other communication regarding this solicitation is valid unless in writing and is signed by an officer so designated by the Executive Director of Awas Bandhu, UP. Written copies of Awas Bandhu, UP responses, including a description of the inquiry but without identifying its source, will be sent to all the Bidder(s) and will qualify as an “Addendum”

7.7 Amendment of RFQ cum RFP

7.7.1 On its own initiative or on the basis of the Pre-Bid Conference and any further discussions with any/ all Bidder(s), Awas Bandhu, UP may at its own discretion make changes in the technical/commercial parameters for the Project, which would be common for all the Bidders. Such changes in the technical / commercial parameters of the Project will qualify as an “Addendum”.

7.7.2 The Addendum will be posted on the website of Awas Bandhu, UP http://awas.up.nic.in and will be binding on the bidders. Each such Addendum shall become part of the RFQ CUM RFP Documents.

7.7.3 In order to offer prospective Bidders a reasonable time to take into account an Addendum while preparing their Proposals, or for any other reason, Awas Bandhu, UP may, at its discretion, extend the Proposal Due Date.

7.8 Submission of Bids

7.8.1 Document Fee • The Bidder shall submit Document Fee of Rs. 25,000/- (Rupees Twenty Five Thousand only) along with the

Proposal.



• The Bid Document Fee shall be in the form of a Demand Draft in favour of Awas Bandhu, UP, payable at Lucknow.

• The Bid Document Fee is non-refundable. • Bids not accompanied by Bid Document Fee shall be rejected.

7.9 Bid Opening • All Bids received by Awas Bandhu, UP will remain sealed and unopened in Awas Bandhu, UP’s possession

until the Proposal Due Date. Awas Bandhu, UP shall open all Bids, received on or prior to the Proposal Due Date mentioned under Schedule of Selection Process or on any date as extended by Awas Bandhu, UP and communicated to the bidders. The Bids shall be opened in the presence of Bidders’ representatives, who choose to attend. Bidders’ representatives attending the Bid Opening shall register to evidence their presence.

• The following information will be announced at the Bid Opening and recorded: Bidder’s names Names of Consortium Members

• After the Bid Opening, information relating to the examination, clarification and evaluation of Bids and

recommendations concerning the Bid Award shall not be disclosed.

7.10 Earnest Money Deposit

• The Bidder shall submit an Earnest Money Deposit (EMD) for an amount of Rs.1,28,73,000/- (Rs. One Crore Twenty Eight Lacs Seventy three Thousand only) along with its Proposal.

• The Earnest Money Deposit shall be in the form of a Bank Guarantee in favour of Awas Bandhu, UP, payable at Lucknow.

• The EMD shall be valid for a minimum period of 90 days more than Bid Validity Period. Upon any extension

of the Bid Validity Period, the validity of the EMD shall be extended by the corresponding period.

• Awas Bandhu, UP shall have the right to reject the Proposal, which does not include the Earnest Money Deposit as non-responsive.

• The EMD of Unsuccessful Bidders, except the second successful bidder will be returned within a period of

ten (10) days from the date of acceptance of Letter of Intent by the Successful Bidder. However, the EMD of second successful bidder shall be returned on signing of the concession agreement by the successful bidder.



• The EMD of the Successful Bidder shall be returned on submission of Performance Security by the Successful Bidder to the Concessioning Authority as per Section 6.24 of this Document.

• In addition to the above, Awas Bandhu, UP will promptly release EMD of all the Bidders in the event Awas Bandhu, UP decides to terminate the Bidding Process.

• The EMD shall be forfeited by Awas Bandhu, UP, in any of the following case:

The Bidder withdraws his bid after the Proposal Due Date Successful Bidder fails to accept Letter of Intent Successful Bidder fails to submit the Performance Security or As per the provisions of Draft Concession Agreement

7.11 Performance Security The Successful Bidder shall for due and faithful performance of its obligations during the Project completion, provide to GDA a performance security of Rs. 6,43,65,000/- (Rupees Six Crore Forty Three Lacs Sixty Five Thousand only) in the form of Bank Guarantee (in the format prescribed in the RFQ CUM RFP) from SBI or any Nationalised Bank or Indian Scheduled Commercial Bank whose networth is not less than Rs. 300 crores as on 31st March 2008 as per Section 4.

The performance security shall be provided within 15 days of issue of Letter of Award by GDA. The Performance Security shall be released to the Successful Bidder as per provisions of the Draft Concession Agreement as follow: 25% of the Performance Security shall be released to the Concessionaire on the issuance of Construction Completion Certificate by the Concessioning Authority. The next 25% of the Performance Security in shall be released to the Concessionaire on the start of Commercial Operation. The balance 50% of the Performance Security in the form of bank guarantee shall remain in force and effect beyond the period of six months from the date of the expiry of the Concession Period It shall be duly discharged and released to the Concessionaire beyond the period of six months from the date of the expiry of Concession Period and transfer of the Auditorium at Nehru Nagar to GDA. The performance security in the form of bank guarantee shall be renewed every year beyond the period of six months from the date of the expiry of the Concession Period by the Concessionaire. If the Agreement is terminated due to any event other than a Concessionaire Event of Default, the Performance Security shall, subject to the Concessioning Authority’s right to receive or recover amounts, if any, due from the Concessionaire under this Agreement, be duly discharged and released to the Concessionaire. Upon occurrence of a Concessionaire Default, the Concessioning Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to invoke and appropriate the relevant amounts from the Performance



Security as Damages for such Concessionaire Default. Upon such invocation and appropriation from the Performance Security, the Concessionaire shall, within 15 (fifteen) days thereof, replenish, in case of partial appropriation, the Performance Security to its original level, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, and the Concessionaire shall, within the time so granted, replenish or furnish fresh Performance Security as aforesaid failing which the Concessioning Authority shall be entitled to terminate this Agreement in accordance with Article 13 of the Concession Agreement.

In case the successful bidder fails to furnish the Performance Security within the stipulated time as mentioned herein, the LOA shall stand void and LOI may be issued to the second successful bidder.

7.12 Sources of Funds

The responsibility to raise funds for the Project would rest with the Successful Bidder.



8 DESCRIPTION OF THE SELECTION PROCESS

8.1 CRITERIA FOR EVALUATION 8.1.1 Evaluation Parameters The Bidder's competence and capability is proposed to be established by the following parameters: (a) Technical Experience (b) Financial capability factor, in terms of: i. Turn over

ii. Net worth iii. Net cash accruals

8.1.2 On each of these parameters, the Bidder would be required to meet the evaluation criteria as detailed in this Section . Bidders meeting all the criteria only will be qualified for further evaluation of the Proposal. 8.1.2 Eligible Experience Technical Experience

For the purpose of this RFQ cum RFP, the applicant which could be single entity or the consortium shall be evaluated on the following:

(i) Development or construction of core infrastructure projects (either individually or as a consortium

member) (ii) Development or construction of similar Infrastructure projects ( either individually or as a

consortium member) each having a minimum project cost of Rupees 13 crores

Eligible project: a) Projects awarded/awarded and under execution/completed during the last seven financial years, not

before 31st March 2001, shall only be considered. b) Only eligible projects should be considered for category (i) above for estimation of the technical

experience. An eligible project would have minimum project cost of at least Rupees 16.00 crores. For such category (i) evaluation, core infrastructure projects would mean national highways and expressway, airports, refineries and pipelines thereof, railways, ports, power, telecom, industrial parks, SEZs, Group Housing and Integrated/Hi-tech Township.

(c)More weightage will be given to experience of similar kind of infrastructure projects than to experience of infrastructure projects. Similar type of infrastructure: Auditorium, Industrial parks, SEZs, Group Housing Society/Integrated Hi-tech Township. (d) Experience as a consortium member will be considered in proportion to the equity holding in the project at the time of execution /construction of the Project.

Documentary evidence in the form of a CA certificate (Appendix 4) must be submitted along with the proposal:



a) a certificate from the appropriate authorities of respective clients should be submitted in support of the above in case of completed projects.

b) Relevant pages of the Contract Agreement in projects which are awarded and under execution as per clause 8.1.2 (a). Relevant pages shall mean the Preamble of this CA detailing the Parties and the last pages detailing the signatories.

c) A copy of the Work Order/Letter of Award in cases where the work has been awarded within three months before the RFQ CUM RFP application due date.

8.1.3 Details of Experience The Bidder should furnish details of technical experience as on the date of submission of RFQ cum RFP as per

Appendix 4, Bid Response Sheet No. 1. The Bidder must provide the necessary project specific information as per Appendix 4, Bid Response Sheet No. 2. 8.1.4 Financial Capability The financial capability of the bidder / consortium will be evaluated on the basis of

(a) Turnover (b) Net Worth and (c) Net Cash accruals

The Bidders should provide information regarding the above based on audited annual accounts. The Application must be accompanied by the audited Balance Sheet and Profit and Loss Account of the Bidder (of

each member in case of a consortium) as per Appendix 5 for the last three (3) Financial Years not prior to 2004-05.

8.1.5 Evaluation Criteria for Financial Capability

For the purpose of Qualification, the applicant – a single entity or a consortium should demonstrate the Threshold Financial Capability measured on the following criteria:

1. Minimum Turnover of Rs. 43 crores in each of the last three financial years not earlier than 2004-05 2. Minimum Net worth of Rs. 26 Crores as on 31st March 2008 as certified by Chartered Accountant. 3. Minimum Average Annual Net Cash Accruals of Rs. 13 Crores during the last three (3) financial years not

prior to 2004-05 4. Single entity bidder and all members of the consortium, if applicable, should be profit-making concerns for

the last 3 yrs not prior to 2004-05.

8.1.6 Special Conditions for a Consortium In case the Bidder is a Consortium, turnover, net worth and net cash accruals would be taken as an

arithmetic sum of net worth, turnover and net cash accruals of each member of the Consortium,



calculated in the ratio of their stake in the consortium/JV. The Consortium would be required to meet the threshold criteria on the basis of aggregate figures subject to provisions of this Clause .

8.1.7 Evaluation methodology The technical and financial capacity of the bidder will be evaluated as per following:

S.No Criteria Marks Marking System 1. Technical criteria 65%

Number of eligible projects – 15 marks

3 marks for initial project and 1.5 marks for every addl project.

1a. Core infrastructure 30 marks

Cumulative cost- 15 marks 1.5 marks for initial Rs 16 crores and 0.75 marks for every addl. comleted Rs. 16 crs. or 0.50 marks for every other addl. Rs. 16 crs.

Number of eligible projects – 20 marks

4 marks for initial project and 2 marks for every addl project.

1b. Similar infrastructure 35 marks

Cumulative cost- 15 marks 3 marks for initial Rs 13 crores and 2 marks for every completed addl Rs. 13 crs or 1.5 marks for every other addl. Rs. 13 crs.

2 Financial criteria 35% 2a. Networth 15 marks 10 marks for the initial

Rs 26 crores and 5 marks for addl Rs. 26 crs

2b. Turnover 10 marks 7 marks for the initial Rs 43 crores and 3 marks for addl Rs 43 crs

2c. Average Net Cash accruals

10 marks 7 marks for the initial Rs 13 crores and 3 marks for addl Rs. 13 crs

8.1.8 For evaluation of technical experience as per clause 3.2.1 and of financial capability as per clause 3.5, the

financial and technical capabilities of the group companies/associates shall also be considered (for Projects costing Rs.300.00 cr or more). For these purposes group companies/associates shall mean the following “For the purposes hereof, associate means, in relation to the applicant/consortium member a person who controls and is controlled by or is under the common control with such applicant/consortium member. As used in this definition, the expression ‘control’ means, with respect to a person, which is company or corporation, the ownership, directly or indirectly of more than 50% 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 a person, whether by operation of law or by contract or otherwise”.

3.7.2.1 In case the RFQ CUM RFP applicant claims the technical and/or financial capacity of its group

companies/associates, the applicant shall necessarily submit documentary evidence in proof of such claims. Such documentary evidence shall consist of CA certificates to support such capacity and also to establish requisite “Control” relationship as defined in 3.7.2 above.

8.1.9 The scores for the technical and financial capacity evaluated as per clause 3.7.1 shall be added to arrive at

combined score of each applicant against maximum total marks of 100. Applicants scoring 50% or more in the combined scores shall be eligible for the opening of the financial proposal.

8.2 Evaluation of Financial Proposal (Assessment of Envelope B)

Financial Proposal of the Bidders only who have secured 50 % or more marks (Clause 8.1.7) on the evaluation of envelop A would be evaluated. The evaluation criteria for assessment of the Financial Proposals are described in Section 10 of this RFQ cum RFP. In case of ambiguity between the amount in words and figures the former shall prevail.



9 RULES REGULATING THE CONSORTIUM

The objective of this stage is to outline the Rules regarding the Consortium. The Envelope A shall contain the information in respect of the Bidder/Consortium as per Clause 6.15 of this RFQ cum RFP document. Following are the rules which shall guide the operation of the Consortium:

9.1 Consortium of Bidders

9.1.1 Rules Regulating the Participation of a Consortium of Companies Awas Bandhu, UP may also consider a bid submitted by a consortium of companies subject to the following conditions:

1. The Consortium Members should not exceed four. 2. The foreign construction company / Developer may apply directly for the project or in association

with Indian Partner subject to the prevailing GoI, FDI and Indian Laws. 3. The members of the Consortium must form a Special Purpose Vehicle (SPV) and submit an MoU

to that extent as per Clause 6.2.3 (f) below. 4. The commercial arrangements and roles and responsibilities between the consortium partners

should be specified in Memorandum of Understanding and duly executed copy of MOU should be submitted along with the proposal. The MOU to be entered into between the Consortium Members as per Appendix 10 of this RFQ cum RFP Document shall reflect the above.

5. The members of the consortium shall designate among themselves one member as “Lead Consortium Member”.

6. Lead Consortium Member shall hold a minimum of 51% equity in the SPV and each of the other Consortium Member shall hold a minimum of 11% in the SPV.

7. The Members of the Consortium shall execute Power of Attorney as per the format enclosed in Appendix 1B of RFQ cum RFP Document.

8. A bidder who has applied for a project in its individual capacity or as a part of a consortium cannot participate as a Member of any other Consortium applying for this Project.

9.1.2 Change in Composition of Consortium There should be no change in the consortium structure after the submission of bid. If there are any changes in the consortium structure by any bidder, Awas Bandhu, UP reserves the right not to consider the change in the consortium and to reject such a bid. No change in Consortium Members shall be allowed till the completion of the project or a minimum of 3 years (whichever is later). However, the Lead Consortium Member shall not be allowed to be changed over the entire Concession Period and shall continue to hold 51% stake in the Consortium till the start of Commercial Operations.



The Lead Consortium Member shall be allowed to dilute the stake after the commercial operations date with the approval of the Concessioning Authority such that the stake of the Lead Consortium Member in the consortium shall not fall below 26% at any time till the end of Concession Period.

9.1.3 Other Conditions in Respect of Consortium Each Consortium Member shall have a minimum of 11% stake in the SPV formed. None of the Consortium Member shall be allowed to dilute its stake till the completion of the project or a minimum of 3 years (whichever is later). Lead Consortium Member shall invest minimum 51% of the equity towards the project. Lead Consortium Member shall not be allowed to dilute its stake to a level below 51% till the start of Commercial Operations. The Lead Consortium Member shall be allowed to dilute the stake after the commercial operations date with the approval of the Concessioning Authority such that the stake of the Lead Consortium Member in the consortium shall not fall below 26% at any time till the end of Concession Period. Any change in Consortium members may be allowed only if equal or better replacement is there. However, any change in consortium shall be at the discretion of the Concessioning Authority. The Concessionaire may be allowed to novate the agreement after completion of three consecutive years of commercial operations and realization of the full project land value ( at circle rates) by the Concessioning Authority. The Concessionaire shall submit the details of the proposed novatee along with its other qualifications (financial and technical capabilities) to the Concessioning Authorities for its due approval. Novatee, the Concessionaire and the Concessioning Authority shall enter into a tripartite agreement. Concessioning Authority shall reserve the right to reject any novation at any time. No further novation shall be permitted.



10 METHODOLOGY & CRITERIA FOR EVALUATION OF FINANCIAL BID (ENVELOP B)

10.1 Financial Proposal Evaluation

• This part of the Request for Proposal provides information on the methodology that will be used to evaluate the Financial Proposals received.

• The Project will be awarded to such Eligible Bidder, which submits a responsive Bid and offers to enter into

a Draft Concession Agreement on the best financial terms with GDA.

• These RFQ cum RFP Documents stipulate the minimum qualification for the Project. These RFQ CUM RFP Documents may be amended or technical and financial parameters of the Project may be changed by Awas Bandhu, UP by issue of an Addendum. Such an Addendum will form part of these RFQ cum RFP Documents and would be common for all the Bidders. Bid Evaluation Committee reserves the right to reject the Proposals, which do not conform to the provisions stipulated in the RFQ cum RFP Documents.

• Financial Proposal of only the Bidders who have achieved on 50% or more marks after evaluation of

Envelope A, would be opened and evaluated. The Financial Proposals of the non-responsive Bidders would be returned to the respective Bidders unopened.

• Bid Evaluation Committee shall evaluate and submit its recommendations to the competent authority.

10.1.1 Responsiveness of Financial Proposal

BEC through Awas Bandhu, UP will open Envelope ‘B’ of only who have achieved on 50% or more marks after evaluation of Envelope A as per Section 8.1.7 of this document. Any bid containing caveats/ deviations from RFQ cum RFP Documents is liable to be rejected by BEC/ Awas Bandhu, UP.

Bidders shall be ranked as per the upfront land premium payable in ten equal annual instalments starting fourth year ( three years of moratorium) from the date of signing of Concession Agreement. The proposal of the bidder quoting the highest upfront land premium shall be considered as the proposal having highest financial score. The proposal with highest financial score would be ranked first.

10.1.2 Determination of Preferred Bidder

• Awas Bandhu, UP shall issue a Letter of Intent to the Successful Bidder after obtaining approval from the Competent Authority which needs to be accepted within 7 days of issuance of Letter of Intent.



• GDA shall issue a Letter of Award (LOA) after getting the approval of the Board to the successful bidder within 7 days of issuance of LOI by Awas Bandhu, UP.

• The Successful Bidder shall enter into Concession Agreement with GDA for the implementation of the project within 30 days of issuance of LOA.

• The successful Bidder shall be required to give performance security before signing of the Concession

Agreement within 30 days of issue of Letter of Award. If the Successful Bidder fails in entering into contract (Concession Agreement) as required without giving the required clarifications to the satisfaction of Awas Bandhu UP, Awas Bandhu UP reserves the right to begin negotiations with the next highest ranked Bidder and so on.

• Awas Bandhu, UP also reserves the right to reject any Proposal if:

- At any time, a material misrepresentation is made or uncovered, or - The Bidder does not respond promptly and thoroughly to the requests for supplementary

information required for evaluation of the Proposal. - The Proposal deviates from the commercial parameters of these RFQ cum RFP Documents.



APPENDICES



APPENDIX 1A

FORMAT FOR POWER OF ATTORNEY FOR SIGNING PROPOSAL (On a Stamp Paper of appropriate value)

POWER OF ATTORNEY Know all men by these presents, we ____________ (name and address of the registered office) do hereby constitute, appoint and authorize Mr./Ms. _____________________ (name and address of residence) who is presently employed with us and holding the position of __________________ as our attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to our proposal for the [insert name of project] on Design, Build, Finance, Operate and Transfer (DBFOT) basis in the state of Uttar Pradesh, including signing and submission of all documents and providing information/ responses to Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh, (ABUP), representing us in all matters before GOUP, and generally dealing with ABUP in all matters in connection with our proposal for the said Project. We hereby agree to ratify all such acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney and that all such acts, deeds and things lawfully done by our aforesaid attorney shall and shall always be deemed to have been done by us.

For ------------------------

(Signature) (Name, Title and Address)

Accepted

________________ (Signature) (Name, Title and Address of the Attorney) Company seal & stamp Notes: 1. To be executed by the sole Bidder or the Lead Member in case of a Consortium duly supported .by a Board Resolution 2. The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and

the charter documents of the executant(s) and when it is so required the same should be under common seal affixed in accordance with the required procedure.

3. Also, where required, the executants(s) should submit for verification the extract of the charter documents and documents such as a

resolution / power of attorney in favour of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.



APPENDIX 1B

FORMAT FOR POWER OF ATTORNEY FOR LEAD MEMBER OF CONSORTIUM (On a Stamp Paper of appropriate value)

POWER OF ATTORNEY Whereas Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh., (ABUP) has invited Proposals from interested parties for the [insert name of project] on Design, Build, Finance, Operate and Transfer (DBFOT) basis ("the Project"). Whereas, the members of the Consortium are interested in bidding for the Project and implementing the Project in accordance with the terms and conditions of the Bid Document and other connected documents in respect of the Project, and Whereas, it is necessary under the Bid Document for the members of the Consortium to nominate one of them as the Lead Member with all necessary power and authority to do for and on behalf of the Consortium, all such acts, deeds and things as may be necessary in connection with or incidental to the Consortium’s proposal for the Project. NOW THIS POWER OF ATTORNEY WITNESSETH THAT: We, M/s. _________________, and M/s. ________________ (the respective names and addresses of the registered office) do hereby constitute, appoint and authorize M/s. __________________________ as the Lead Member of the Consortium and as our attorney, to do on behalf of the Consortium, all or any of such acts, deeds or things as may be necessary in connection with or incidental to the Consortium’s proposal for the Project, including submission of application/ proposal, participating in conferences, responding to queries, submission of information/ documents and generally to represent the Consortium in all its dealings with Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh., (ABUP), or any other Government Agency or any person, in connection with the Project until culmination of the process of bidding and thereafter till the Concession Agreement is entered into with Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh., (ABUP). We hereby agree to ratify all such acts, deeds and things lawfully done by Lead Member as our said attorney pursuant to this Power of Attorney and that all acts deeds and things lawfully done by our aforesaid attorney shall and shall always be deemed to have been done by us/Consortium.

Dated this _______ Day of ________ 200_. (Executants)

(To be executed by all the members of the Consortium) Company seal & stamp Note:

1. 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.

2. The executant(s) should submit for verification the extract of the charter documents and documents such as Board Resolution and

Power of Attorney in favour of the person executing this Power of Attorney in favour of the Lead Member.



APPENDIX 2 DETAILS OF BIDDER 1. (a) Name

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

2 Brief description of the Company including details of its main lines of business and proposed roles

and responsibilities in this Project. 3 Name, Designation, Address and Phone Nos. of Authorized Signatory of the Bidder

(a) Name: (b) Designation: (c) Company: (d) Address: (e) Telephone No: (f) E-mail Address: (g) Fax No:

4 Details of individual (s) who will serve as the point of contact / communication for ABUP, within the

Company (a) Name: (b) Designation: (c) Address: (d) Telephone No. (e) E-mail address: (f) Fax No.

5 In case of Consortium: (a) The information above (1-4) should be provided for all the Members of the Consortium (b) Information regarding role of each Member should be provided as per table below:

1.1.1 1.1.2 Name of Member 1.1.3 Role of the Member*

1 2

Specify whether Lead Member, Associate Member (Signature of Authorised Signatory) Company seal & stamp



APPENDIX 3 FORMAT FOR LETTER OF APPLICATION

[On the Letter Head of the Bidder (in case of Single Bidder) or Lead Member (in case of a Consortium)] Date: ------------ The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India [insert name of project] on Design, Build, Finance, Operate and Transfer (DBFOT) basis Sir, Being duly authorized to represent and act on behalf of _________________ (hereinafter referred to as "the Bidder"), and having reviewed and fully understood all of the qualification requirements and information provided, the undersigned hereby expresses it’s interest and apply for qualification for the [insert name of project]. We are enclosing our Proposal, in one Original and two Copies, with the details as per the requirements of the Bid Document, for your evaluation. The undersigned hereby also declares that the statements made and the information provided in the Proposal are complete, true and correct in every detail. We confirm that the application is valid for a period of 180 days from the due date of submission of application and unconditional. We hereby also confirm the following:

1. The Proposal is being submitted by (name of the biding Company/Lead Consortium member) who is the Bidding Company/the Lead Consortium Member of the Bidding Consortium Comprising (mention the names of the entities who are the Consortium Members), in accordance with the conditions stipulated in the RFQ CUM RFP.

2. As the Bidding Company/Lead Consortium Member (in case of a Bidding Consortium), we hereby confirm to abide by the roles and responsibilities assigned to us as per the MoU between the Consortium Members and as outlined in this RFQ CUM RFP.

3. We have examined in detail and have understood the terms and conditions stipulated in the RFQ CUM RFP Document issued by Awas Bandhu, UP and in any subsequent communication sent by Awas Bandhu, UP. We agree and undertake to abide by all these terms and conditions. Our Proposal is consistent with all the requirements of submission as stated in the RFQ CUM RFP or in any of the subsequent communications from Awas Bandhu, UP.

4. We confirm that there are no conditions in “Envelope B: Financial Proposal”. 5. The information submitted in our Proposal is complete, is strictly as per the requirements stipulated in the

RFQ CUM RFP, and is correct to the best of our knowledge and understanding. We would be solely responsible for any errors or omissions in our Proposal.

6. We confirm that we have studied the provisions of the relevant Indian laws and regulations required to enable us to prepare this Financial Proposal and as required to Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar in Ghaziabad, in the event that we are finally selected.



7. We confirm that all the terms and conditions of the Proposal are firm and valid for acceptance for a period of 120 days from the Proposal due date.

Our PAN number is ----------------- Our TAN number is -----------------

Thanking You, Yours Sincerely, For and on behalf of : (name of the Bidding Company / Lead Consortium Member and the Company Seal) Signature : (Authorised Representative & Signatory) Name of the Person : Designation :



APPENDIX 4

INFORMATION RELATED TO EXPERIENCE

GUIDELINES

1. Member Code : NA= Not Applicable in case of a single entity Bidder, LM =Lead member, AM= Associate Member

2. The Chartered Accountant issuing the certification for Experience of the Bidder must hold a valid Certificate

of Practice. 3. Any Bidder consisting of a Single Entity should fill in details as per the row titled Single Entity Bidder and

ignore the other rows mentioned below. In case of a Consortium, the details need to be provided as per the lower rows and the row titled Single Entity Bidder may be ignored.



FORMAT FOR ESTABLISHING EXPERIENCE OF BIDDER

BID RESPONSE SHEET 1

Project

Date of

S.No

Na

me of

the P

rojec

t

Type

: Sim

ilar

or c

ore

infra

struc

ture

Loca

tion

Cost

Rs. c

rore

s

Awar

d

Comm

ence

-me

nt Co

mplet

ion

Autho

rity

for

whom

ca

rried

out

Equit

y ho

lding

at t

he

time

of ex

ecuti

on/co

nstru

-cti

on

Estim

ated M

arks

Total

Note:

1. Only the eligible projects that satisfy technical criteria shall be included. 2. All the Financial numbers are to be given in INR 3. The format shall be filled up for each member of the consortium and as a cumulative experience for the consortium

(Signature of Authorised Signatory) Company seal & stamp Signature , Name, Address and Membership No. of Chartered Accountant



Bid Response Sheet 2

Member Code: Name of Bidder:

Category: Name of Contract 1. Country

2. Name of Employer 3. Employer’s address, telephone and fax no.) 4. Role (strike out whichever is not applicable)

Developer/Prime contractor/ Subcontractor

5. Value of the Total Contract (in specified currencies and INR) 6. Value of the Bidder’s Contract (in specified currencies and INR) 7. Certified Billings till date (in specified currencies and INR and exchange rate) 8. Date of Award 9 Date of Commencement of Project/ Contract 10. Date of Completion/ Commissioning (Signature of Authorised Signatory) Company seal & stamp Instructions

1. Information provided in this section is intended to serve as a back up for information provided in accordance with Appendix 4, Bid Response Sheet 1.

2. The Projects cited must comply with the eligibility criteria specified in Clause 3.2.3. 3. A separate sheet should be filled for each of the Eligible Projects.



APPENDIX 5 FORMAT FOR ESTABLISHING FINANCIAL CAPABILITY OF THE BIDDER

Bid Response Sheet 3

Format for Financial Capability of Single Entity Bidder Turnover, Net Worth and Net Cash Accruals

Net Worth (Rs. Crores )

Net Cash Accruals (CA) (Rs. Crores)

Turnover ( Rs. Crores)

As on 31.3.08 Year Year Year Year Year Year




BID RESPONSE SHEET 4

Format for Financial Capability of Consortium

Turnover, Net Worth and Net Cash Accruals

Turnover

( Rs Crores)

Net Worth (Rs.

Crores)

Net Cash Accruals (CA) (Rs. crores)

Bidder Type Equity share (%) Year Year year As on

31st March 2008

Year Year Year Total CA

Consortium Member 1

Consortium Member 2

Consortium Member ….

Total

Aggregate Turnover = Rs ---------------- crores Aggregate Net worth = Rs ________ crores Aggregate Net Cash Accruals = Rs ______ crores (Signature of Authorised Signatory) Company seal & stamp Signature , Name, Address and Membership No. of Chartered Accountant



APPENDIX 7

GUIDELINES FOR PROVIDING INFORMATION RELATED TO FINANCIAL CAPABILITY 1. The Bidder should provide the Financial Capability based on its own audited financial statements. Financial

capability of the Bidder's parent company or its subsidiary or any associate company (who are not Members of the Consortium) will not be considered for computation of the Financial Capability of the Bidder.

2. Member Code LM = Lead member, AM = Associate Member 3. Instructions for calculation of Financial Capability:

(a) Net Cash Accruals = (Profit After Tax + Depreciation + Other non-cash expenditure) (b) Net Worth = Subscribed and Paid-up Equity (including Share Premium, if any) + Reserves - Revaluation

Reserves - Miscellaneous expenditure not written off-Deferred Revenue Expenditure-Deficit in Profit & Loss Account

(c) The financial year would be the same as followed by the Bidder for its annual report. Year 1 will be the last

Financial Year. Year 2 shall be the year immediately preceding Year 1.

(d) The Bidder shall provide audited Annual Reports as required under this Bid Document. For a Consortium, audited Annual Reports of all Members shall be provided.

(e) In case of a Consortium comprising of members with holdings in each other, the cross holdings between the

group companies comprising part of the Consortium will be deducted for the purpose of Net Worth calculations.

4. Financial details of the Bidder. If the Bidder is a consortium the Financial Details of all the members. The

Financial Details should be provided in the following manner.



Name of Member: Role of Member:

SN Particulars as per the Audited Balance Sheet

Year 3 Year 2 Year 1 TOTAL

1 Profit After Tax (PAT)

2 Depreciation

3 Other non-cash expenditure

4 Subscribed and Paid up Equity

5 Reserves

6 Revaluation reserves

7 Miscellaneous expenditure not written off

8 Deferred Revenue Expenditure

9 Deficit in Profit & Loss Account

10 Net Cash Accruals = (1+2+3)

11 Net Worth = (4+5-6-7-8-9)




APPENDIX 8 FORMAT FOR ANTI-COLLUSION CERTIFICATE

[To be submitted on the letter heads of the bidders separately] Anti-Collusion Certificate

Date: ------------ The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India [insert name of project] on Design, Build, Finance, Operate and Transfer (DBFOT) basis Sir,

We hereby certify and confirm that in the preparation and submission of this Bid, we have not acted in concert or in collusion with any other Bidder or other person(s) and also not done any act, deed or thing which is or could be regarded as anti-competitive, restrictive or monopolistic trade practice.

We further confirm that we have not offered nor will offer any illegal gratification in cash or kind to any person or agency in connection with the instant Bid.

Dated this ______________ Day of ________________, 200_

Name of the Bidder Signature of the Authorised Person Note: To be submitted by each Member in case of Consortium.



APPENDIX 9A FORMAT FOR PROJECT UNDERTAKING

[To be submitted on the letter heads of the bidders separately] The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India [insert name of project] on Design, Build, Finance, Operate and Transfer (DBFOT) basis

Sir,

We have read and understood the Bid Document in respect of the captioned project provided to us by the Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh

We hereby agree and undertake as under:

(a) Notwithstanding any qualifications or conditions, whether implied or otherwise, contained in our Bid we hereby represent and confirm that our Bid is unqualified and unconditional in all respects.

(b) We are not barred by the Government of India or the Government of Uttar Pradesh or their Departments or Agencies from participating in any projects (DBFOT or otherwise).

Dated this ___________________ Day of _______________, . Name of the Bidder _________________________________ Signature of the Authorised Person Company seal & stamp



APPENDIX 9B FORMAT FOR PROJECT UNDERTAKING

[In case of Consortium] [To be submitted on the letter heads of the bidders separately]

The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India [Insert name of project] on Design,Build, Finance, Operate and Transfer (DBFOT) basis

Sir,

We have read and understood the Bid Document in respect of the captioned project provided to us by the Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh

We hereby agree and undertake to be an exclusive member of the consortium and not a member of any other consortium or an independent Bidder, bidding for this project and has submitted only one (1) Application in response to this RFQ CUM RFP

Dated this ___________________ Day of _______________, . Name of the Bidder _________________________________ Signature of the Authorised Person

Company seal & stamp



Exhibit 2 Principles of the Memorandum of Understanding to be executed between the Members of a Consortium

In case of a Bidding Consortium, the principles according to which the Memorandum of Understanding (MoU) shall be executed between/among the Consortium Members are stated below: 1. The MoU should clearly specify the roles and responsibilities of each of the Consortium Members, along

with their proposed equity contribution. It is expected that the individual members have role definitions not conflicting with those of the other Consortium Members.

2. The MoU should clearly designate one of the Consortium Members as the Lead Consortium Member.

3. The Lead Consortium Member shall be responsible for:

a. Tying up finances for the Project b. Liasoning with the lending institutions and mobilizing debt resources for the Project. c. Ensuring the individual and collective commitment of each of the Consortium members in honouring

the Developer’s obligations towards GDA. The Lead Consortium Member would be responsible for the overall execution of the Project. All Consortium Members shall be jointly and severally responsible for the same.

4. The MoU shall be duly signed by each of the Consortium Members

5. The MoU should be executed an appropriate stamp paper

6. The MoU should be specific to this Project

7. The MoU should be valid for a minimum period of twelve months from the Last Date for submission of the

Request for Proposal. The validity period of the MoU should be extendible on the original terms, if required by GDA.

8. MoU should clearly specify that in case of award of the project each consortium member will invest at least

11% equity for project.



APPENDIX 10

FORMAT FOR MEMORANDUM OF UNDERSTANDING (MOU)

(On Non – judicial stamp paper of Rs 100/- or such appropriate document duly attested by notary public)

This Memorandum of Understanding (MOU) entered into this _____day of _______ 2008 at ______ Between _______________(hereinafter referred as”________”) and having office at _______, India Party of the First Part

2.1 And ________(hereinafter referred as”__________”) and having office at ____________, India Party of the Second Part The parties are individually referred to as Party and collectively as Parties. WHEREAS Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh, (ABUP) has invited RFQ cum RFP from entities interested in [insert name of project] Project. AND WHEREAS the Parties have had discussions for formation of a Consortium for bidding for the said Project and have reached an understanding on the following points with respect to the Parties’ rights and obligations towards each other and their working relationship. IT IS HEREBY AS MUTUAL UNDERSTANDING OF THE PARTIES AGREED AND DECLARED AS FOLLOWS:

1. That the Parties will form a Special Purpose Vehicle (SPV) with the shareholding commitments expressly stated. The said SPV shall not undertake any other business during the Concession Period, to domicile the Project prior to the start of implementation of the Project.

2. That the equity share holding of the Parties in the issued and paid up capital of the SPV shall not be less

than as Specified Under Evaluation Criteria Mentioned in RFQ CUM RFP Document during the Concession Period.

3. That M/s____________, and M/s____________, who are Members of the Consortium commit to hold the

following equity stake in the SPV which are in line with the requirements of Clause 3 of Evaluation criteria of the RFQ Document at all times during the Lease Period

2.2 Name of Member 2.3 Type of Member

% of shareholding

2.4 1. M/s. 2.5

2.6 2. M/s. 2.7

4. That any dilution in the equity holding by the Parties in the SPV shall be as per the provisions of the

Concession Agreement that will be executed on award of the Project to us.



5. However the parties undertake that there shall be no changes in respect of the lead member in case of a consortium till the execution of the concession agreement.

6. That the Parties shall carry out all responsibilities as Concessionaire in terms of the Concession Agreement. 7. That the roles and the responsibilities of each Party at each stage of the Bidding shall be as follows:

2.8 Name of Member

2.9 Type of Member

Role & Responsibility

2.10 1. M/s. 2.11

2.12 2. M/s. 2.13

8. That the Parties shall be jointly and severally liable for the execution of the Project in accordance with the

terms of the Concession agreement to be executed on award of the Project. 9. That the Parties affirm that they shall implement the Project in good faith and shall take all necessary steps to

see the Project through expeditiously. They shall not negotiate with any other party for this Project. 10. That this MOU shall be governed in accordance with the laws of India and courts in Lucknow shall have

exclusive jurisdiction to adjudicate disputes arising from the terms herein.

In witness whereof the Parties affirm that the information provided is accurate and true and have caused this MOU to be duly executed on the date and year above mentioned. Witness: 1. First Party 2. Second Party

Company seal & stamp



APPENDIX-12 Consultancy and Success Fee Commitment to SREI Infrastructure Finance Ltd in consortium with DHV India Pvt Ltd The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Uttar Pradesh Sub: Commitment to pay the Success Fee and Consultancy Fee to SREI Infrastructure Finance Ltd in association with DHV India Pvt Ltd Sir, We ___________( the “Member”), /[ our consortium consisting of the following members ( the “Member”)]

1 [Lead party] 2 [ ] 3 [ ]

Have /[Has] submitted our/ [its] Bid for the development of Auditorium at Nehru Nagar on Design Build Finance Operate and Transfer basis in Ghaziabad. We hereby write to inform you that if the Single Entity / Consortium is selected as the successful bidder for implementing the project, the Concessionaire shall pay SREI Infrastructure Finance Ltd in consortium with DHV India Pvt Ltd a Success fee at the rate of 1% of the cost of the project (clause 5.4) as per clause 6.4. The Demand Draft in favour of SREI Infrastructure Finance Ltd for the said fee shall be handed over to Awas Bandhu UP before the signing of the Concession Agreement. The Consultancy Fee of Rs. 1,00,000/- (Rupees One Lakh only) paid by Awas Bandhu to the Consultants will be reimbursed to Awas Bandhu, UP within 2 weeks of receipt of invoice from Awas Bandhu, UP.

SIGNATURE _____________ NAME _____________ DESIGNATION _____________

COMPANY SEAL COMPANY ______________ DATE _______________



APPENDIX-13 Format of Letter of Acceptance

(The Letter of Acceptance is to be submitted by EACH Consortium Member of the Bidding Consortium)

Date: Place:

The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Uttar Pradesh Sub: Proposal for selection of Successful Bidder to Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar in Ghaziabad Dear Sir, This has reference to the Proposal being submitted by (name of the Lead Consortium Member of the Bidding Consortium), as Lead Consortium Member of the Bidding Consortium comprising (mention name(s) of the Consortium Members) in respect of selection of Successful Bidder to Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar in Ghaziabad in response to the RFQ cum RFP Document issued by Awas Bandhu.,UP. We hereby confirm the following:

(a) We (name of the Consortium Members furnishing the Letter of Acceptance), have examined in detail and have understood and satisfied ourselves regarding the contents including in respect of the following: a. The RFQ cum RFP Document issued by Awas Bandhu, UP; b. All subsequent communication between Awas Bandhu, UP and the Bidder, represented by

(Mention name of the Lead Consortium Member) c. The Proposal being submitted by (name of the Lead Consortium Member)

(b) We agree to abide by the terms and conditions of the RFQ CUM RFP Document and the Proposal

being submitted by the Lead Consortium Member in respect of the Project. (c) We also reaffirm that (name of the Lead Consortium Member) continues to be the Lead Consortium

Member and that (please give name, designation and address of authorized representative and signatory here) designated as the authorized representative and signatory of the Lead Consortium Member of the Bidding Consortium is the authorized representative and signatory in respect of all matters concerning our Proposal for this Project and contractual commitments thereof.

Thanking You, Yours Sincerely,



For and on behalf of : (name of the Bidding Company / Lead Consortium Member and the Company Seal) Signature : (Authorised Representative & Signatory) Name of the Person : Designation :



APPENDIX-14 Format of Letter of Commitment (The Letter of Commitment is to be submitted by EACH Promoter(s) and/or Associate(s) and/or Subsidiary (ies) of the Bidding Company / Consortium Members of the Bidding Consortium whose strength have to be credited for)

Date: Place:

The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Uttar Pradesh Sub: Proposal for selection of Successful Bidder to Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar in Ghaziabad Dear Sir, This has reference to the Proposal being submitted by (name of the Lead Consortium Member of the Bidding Consortium), as Lead Consortium Member of the Bidding Consortium comprising (mention name(s) of the Consortium Members) in respect of selection of Successful Bidder to Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar in Ghaziabad in response to the Request for Proposal (“RFQ CUM RFP”) Document issued by Awas Bandhu.,UP. We hereby confirm the following:

1. We (name of the Promoter/Affiliate/Subsidiary), have examined in detail and have understood and satisfied ourselves regarding the contents including in respect of the following: a. The RFQ CUM RFP Document issued by Awas Bandhu, UP; b. All subsequent communication between Awas Bandhu, UP and the Bidder, represented by (name

of the Bidding Company or of the Lead Consortium Member in case of a Bidding Consortium); c. The Financial Proposal being submitted by (name of the Bidding Company or of the Lead

Consortium Member in case of a Bidding Consortium) 2. We agree to abide by the terms and conditions of this Document and the Proposal being submitted by

the Bidding Company / Lead Consortium Member in respect of the Project. 3. We also reaffirm that (please give name, designation and address of authorized representative and

signatory here) designated as the authorized representative and signatory of the Bidding Company / Lead Consortium Member of the Bidding Consortium is the authorized representative and signatory in respect of all matters concerning our Proposal for this Project and contractual commitments thereof.

Thanking You, Yours Sincerely,



For and on behalf of : (name of the Bidding Company / Lead Consortium Member and the Company Seal) Signature : (Authorised Representative & Signatory) Name of the Person : Designation :



APPENDIX-15 Financial Proposal (Format for Information Submission)

(To be provided on the letterhead of the Bidder)

Date: Place:

The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Uttar Pradesh Dear Sir, Sub: Proposal for selection of Successful Bidder to Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar in Ghaziabad 1. We the undersigned Bidder, submit the following as our Financial Proposal in response to the RFQ CUM

RFP issued by Awas Bandhu, UP.

Rs……………………(Rupees Only) being the upfront land premium to be paid in ten equal annual instalments starting fourth year ( three years of moratorium) to GDA in form of Demand Draft in favour of Ghaziabad Development Authority payable at Ghaziabad from the date of signing of the Concession agreement to Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar on the plot of land provided in Ghaziabad.

2. We confirm that the Financial Proposal conforms to all the terms and conditions stipulated in the Request for

Proposal Document. 3. We confirm that our Financial Proposal is FINAL in all respects and contains NO conditions. 4. We confirm that in the event of more than one Responsive Bidders quoting the same lumpsum value, Awas

Bandhu, UP shall break the tie by way of draw between such Bidders. 5. We confirm that, the information submitted in our Financial Proposal is complete and is correct to the best of

our knowledge and understanding. We would be solely responsible for any errors or omissions in our Proposal.

6. We confirm that we have studied the provisions of relevant Indian laws and regulations required to enable us to prepare this Financial Proposal and as required to design, build, finance, operate and transfer the Project, in the event that we are finally selected.

Thanking You, Yours Sincerely, For and on behalf of : (name of the Bidding Company / Lead Consortium Member and the Company Seal) Signature : (Authorised Representative & Signatory) Name of the Person :



Designation :



APPENDIX-16 Proforma for Bank Guarantee for Performance Security – Ghaziabad Development Authority

[To be issued by SBI or any Nationalised Bank or Indian Scheduled Commercial Bank who’s Net Worth is not less than INR 300 crores as on 31st March 2008]

From: …………………………………………………………………………… [Name and Address of Bank/ Financial Institution] The Vice Chairman, Ghaziabad Development Authority, Vikas Path, Ghaziabad Uttar Pradesh

1. In consideration of the Governor of Uttar Pradesh represented by ________________ (hereinafter called “ the Government”) having agreed to exempt __________________ (hereinafter called “ the said Bidder(s)“) from the demand, under the terms and condition of an Agreement, dated _________made between ____________________and Ghaziabad Development Authority for Design, Build, Operate and Transfer “Auditorium at Nehru Nagar in Ghaziabad” (hereinafter called “ the said Agreement”), of performance security for the due fulfilment by the said Developer(s)of the terms and conditions contained in the said Agreement , on production of a bank guarantee for Rs. (Rupees only). We, _____________________ (hereinafter referred to as “the Bank”) at the request of ______________/ Bidder(s)/ do hereby undertake to pay to the Government an amount not exceeding Rs. /- against any loss or damage caused to or suffered or would be caused to or suffered by the Government by reason of any breach by the said Developer(s)of any of the terms or conditions contained in the said Agreement. 2. We __________________________ (indicate the name of bank) do hereby undertake to pay the amounts due and payable under this guarantee without any demur, merely on a demand from the Government stating that the amount claimed is due by way of loss or damage caused to or would be caused to or suffered by the Government by reason of breach by the said Bidder(s) of any of the terms or conditions contained in the said agreement or by reason of the Bidder(s) failure to perform the said Agreement. Any such demand made or the bank shall be conclusive as regards the amount due and payable by the Bank under this guarantee. However, our liability under this guarantee shall be restricted to an amount not exceeding Rs. /-. 3. We undertake to pay to the Government any money so demanded notwithstanding any dispute or disputes raised by the Bidder(s) in any suit or proceeding pending before any court or Tribunal relating to our liability under this present being absolute and unequivocal, unless otherwise directed by such Court or Tribunal.

The payment so made by us under this bond shall be a valid discharge of our liability for payment there under and the Bidder(s) supplier (s) shall have no claim against us for making such payment.



4. We __________________________________ (Indicate the name of bank) further agree that the guarantee herein contained shall remain in full force and effect during the period that would be taken for the performance of the said Agreement and that it shall continue to be enforceable till all the dues of the Government under or by virtue of the said Agreement have been fully paid and its claims satisfied or discharged or till Govt certifies that the terms and conditions of the said Agreement, have been fully and properly carried out by the said Bidder(s)and accordingly discharges this guarantee, however not exceeding six months beyond the date of expiry of the Concession Period. Unless a demand or claim under this guarantee is made on us in writing on or before the date of expiry of we shall be discharged from all liability under this guarantee thereafter.

5. We _____________________ (indicate the name of Bank) further agree with the Government that

the Government shall have the fullest liberty without our consent and without affecting in any manner our obligations hereunder to vary any of the terms and conditions of the said Agreement or to extend time of performance by the said Bidder(s)from time to time or to postpone for any time or from time to time any of the powers exercisable by the Government against the said Bidder(s) and to forbear or enforce any of the terms and conditions relating in the said agreement and we shall not be relieved from our liability by reason of any such variation or extension being granted to the said Bidder(s)or for any forbearance act or commission on the part of the Government or any indulgence by the Government to the said Bidder(s)or by any such matter or thing whatsoever which under the law relating to sureties would, but for this provision, have effect of so relieving us.

6. This guarantee will not be discharged due to the change in the constitution of the Bank or the

Bidder(s)/ Supplier(s). 7. We, __________________________ lastly undertake not to revoke this guarantee during (indicate

the name of bank) its currency except with the previous consent of the Government in writing. SEAL OF [BANK/FINANCIAL INSTITUTION] ……………………………….. NAME OF [BANK/FINANCIAL INSTITUTION] ……………………………….. SIGNATURE …………………………….. NAME …………………………….. TITLE …………………………….. DATE ……………………………..




Annexure A - PROJECT SITE

Details of Site :-

RFQ cum RFP for Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar in Ghaziabad

RFQ cum RFP– Volume II: Draft Concession Agreement Page 1

VOLUME II

Draft Concession Agreement

Between

Ghaziabad Development Authority

And

____________________________



Index Article 1. Definitions and Interpretation 6 1.1. Definitions 6 1.2. Interpretation 9 1.3. Measurements and Arithmetic Conventions 11 1.4. Priority of Agreements and Errors/Discrepancies 11 Article 2. Scope of the Project 12 2.1. Scope of the Project 12 Article 3. Consideration of the Contract 14 3.1. The Consideration 14 Article 4. Conditions Precedent to the Agreement 15 4.1. Conditions Precedent 15 4.2. Compliance Certificate 15 4.3. Non-Fulfillment of the Conditions Precedent 15 Article 5. Obligations of the Concessionaire 17 5.1. Obligations of the Concessionaire 17 5.2. Obligations relating to Other Agreements 18 5.3. Obligations relating to Change in Ownership 18 Article 6. Obligations of the Concessioning Authority 20 6.1. Obligations of the Concessioning Authority 20 Article 7. Representations and Warranties 22 7.1. Representations and Warranties of the Concessionaire 22 7.2. Representations and Warranties of the Concessioning Authority 23 7.3. Disclosure 24 Article 8. Disclaimer 25 8.1. Disclaimer 25 Article 9. Performance Security 26 9.1. Performance Security 26 9.2. Appropriation of Performance Security 26 9.3. Release of Performance Security 26 Article 10. Access on Project Site 28 10.1. Project Site 28 10.2. Others 28 Article 11. Construction on the Project Site 29 11.1. Obligations prior to the commencement of any work 29 11.2. Project Start and Completion date 29 11.3. Completion Certificate 29 Article 12. Force Majeure 30 12.1. Force Majeure 30 12.2. Force Majeure Events 30 12.3. Duty to Report Force Majeure Event 30 12.4. Effect of Force Majeure Event 31 12.5. Allocation of Costs Arising out of Force Majeure 31 12.6. Dispute Resolution 31 Article 13. Termination 32 13.1. Termination for Concessionaire Default 32 13.2. Procedure to issue Termination Notice 33



13.3. Effect of Termination 33 13.4. Other Rights and Obligations of the Concessioning Authority 33 Article 14. Liability and Indemnity 35 14.1. General indemnity 35 14.2. Liability of Concessioning Authority 35 14.3. Indemnity by the Concessionaire 35 14.4. No consequential claims 36 14.5. Survival on Termination 36 Article 15. Dispute Resolution 37 15.1. Dispute resolution 37 15.2. Conciliation 37 15.3. Arbitration 37 Article 16. Miscellaneous 39 16.1. Governing Law and Jurisdiction 39 16.2. Waiver of Immunity 39 16.3. Delayed Payments 39 16.4. Waiver 39 16.5. Liability for Inspection of Documents 40 16.6. Exclusion of Implied Warranties etc. 40 16.7. Survival 40 16.8. Entire Agreement 40 16.9. Severability 41 16.10. No partnership 41 16.11. Third Parties 41 16.12. Successors and Assigns 41 16.13. Notices 41 16.14. Language 42 16.15. Counterparts 42 16.16. Validity 42 Schedule 1. Project Site 43 Schedule 2. Technical Schedule 45



CONCESSION AGREEMENT This AGREEMENT is entered into on this [ ] day of [ ] (Month), 2009 at Ghaziabad BETWEEN

1. Ghaziabad Development Authority established under the Uttar Pradesh Urban Planning and Development Act 1973, having its registered office at Vikas Path,Ghaziabad, Uttar Pradesh (hereinafter referred to as ‘Concessioning Authority’ which expression shall unless repugnant to the subject or the context include its successors) of One Part;

AND

2. ______________, a company incorporated under the Companies Act, 1956, and having its

registered office at _________________________ (hereinafter referred to as the ‘Concessionaire’ which expression shall unless repugnant to the subject or the context include its successors) of the Other Part.

WHEREAS: A. The Government of Uttar Pradesh has established Ghaziabad Development Authority under

the Uttar Pradesh Urban Planning and Development Act 1973(hereinafter called the “Act”), for the development and planning of Ghaziabad.

B. As a part of the development of Ghaziabad, there is a need of an Auditorium with a seating

capacity of 1000 people under PPP mode C. Ghaziabad Development Authority is the rightful Lessor of the land situated in Ghaziabad, Uttar

Pradesh, India as marked in Schedule 1 (hereinafter referred to as “the said land”), admeasuring approximately 3.5 acres, on which it is proposed to develop an Auditorium of 1000 seating capacity. The Auditorium is proposed to incorporate such facilities as Auditorium, Food Courts, Banquet Hall, Indoor Sports Facility/ Gym, Club House, Guest House, car parking as per bylaws etc

D. Concessioning Authority through Awas Bandhu,UP had invited proposals for the selection of a

Concessionaire through the competitive route on the basis of Design, Build, Finance Operate and Transfer the Project, from bidders, including the Consortium comprising of _____________ as the Lead Member/Company by issuing the Request for Qualification cum Request for Proposal (“RFQ cum RFP”) document dated 20th January 2009 containing inter-alia the minimum qualification for a bidder and containing the technical and commercial parameters of the Project and the terms and conditions for the implementation of the Project.

E. On evaluation of the submitted proposals, Awas Bandhu, UP accepted the proposal of the

Consortium/Company and issued Letter of Intent (“LOI”) dated __________ to the



Consortium/Company specifying interalia the obligation of the Parties to create a Special Purpose Vehicle for implementing the Project [ Applicable in case of Consortium]

Pursuant to the issuance of LOI vide letter no. ___________ dated ________, the Consortium have incorporated and constituted ______________ as the Special Purpose Vehicle created for the sole purpose of implementation the Project which is Concessionaire.

F. The Concessionaire is desirous of developing the Project, in accordance with all approved plans and has the necessary capability for completion of the project and has offered his services and has made payment of 1% of the project cost and taxes as applicable to M/s SREI Infrastructure Finance Ltd. in consortium with DHV India Pvt. Ltd.

NOW THEREFORE IN CONSIDERATION OF THE FOREGOING AND THE RESPECTIVE COVENANTS AND AGREEMENTS SET FORTH IN THIS CONCESSION AGREEMENT, THE SUFFICIENCY AND ADEQUACY OF WHICH IS HEREBY ACKNOWLEDGED, AND INTENDING TO BE LEGALLY BOUND THE CONCESSIONING AUTHORITY AND THE CONCESSIONAIRE (HEREINAFTER REFERRED TO AS “PARTIES” AND INDIVIDUALLY AS “PARTY”) HEREBY AGREE AND THIS AGREEMENT WITNESSTH AS FOLLOWS:



Article 1. Definitions and Interpretation

1.1. Definitions The words and expressions defined in this Agreement shall, unless repugnant to the context or meaning thereof, have the meaning ascribed thereto herein, and the words and expressions defined in the Schedules and used therein shall have the meaning ascribed thereto in the Schedules;

“Accounting Year” means the financial year commencing from the first day of April of any calendar year and ending on the thirty-first day of March of the next calendar year; “Affected Party” shall have the meaning set forth in Clause 12.1; “Agreement” or “Concession Agreement” means this Agreement, the Schedules hereto and any amendments thereto made in accordance with the provisions contained in this Agreement; “Agreement Date” means the date of execution of this Agreement; “Applicable Laws” means all laws, brought into force and effect by GOI or the State Government including rules, regulations and notifications made there under, and judgments, decrees, injunctions, writs and orders of any court of record, applicable to this Agreement and the exercise, performance and discharge of the respective rights and obligations of the Parties hereunder, as may be in force and effect during the subsistence of this Agreement; “Applicable Permits” means all clearances, licenses, permits, authorizations, no objection certificates, consents, approvals and exemptions required to be obtained or maintained by the Concessionaire under Applicable Laws during the subsistence of this Agreement; “Approvals” means all approvals, permissions, authorizations, consents and notifications from any Governmental Authority, regulatory or departmental authority including, but not limited to the approvals of the Ghaziabad Development Authority, Secretariat for Industrial Assistance, Reserve Bank of India and any other regulatory authority, as may be applicable. “Arbitration Act” means the Arbitration and Conciliation Act, 1996 and shall include modifications to or any re-enactment thereof, as in force from time to time; “Bank Guarantee” means an irrevocable and unconditional bank guarantee payable on demand issued by a bank in favour of Concessioning Authority and furnished by the Concessionaire to Concessioning Authority for guaranteeing the due performance of the obligations of the Concessionaire under this Agreement. Here Bank means SBI or any Indian Nationalized Bank or any Indian Scheduled Commercial Bank whose net worth is not less than Rs.300 crores as on 31st March 2008. “Bid” means the documents in their entirety comprised in the bid submitted by the Concessionaire in response to the RFQcumRFP in accordance with the provisions thereof; “Business Day” means a day on which banks are generally open for business in the city of Ghaziabad in India;



“Change in Ownership” means a transfer of the direct and/or indirect legal or beneficial ownership of any shares, or securities convertible into shares, that causes the change in management structure of the bidder company according to the opinion of the Concessioning Authority; “Conditions Precedent” shall have the meaning set forth in Clause 4.1; “Construction Period” means maximum period of 24 months from the Effective Date, after which commercial operations must start; “Consortium” means the group of entities that have jointly submitted the proposal for the Project. “Consortium Member” means each entity in the Consortium shall be referred to as a Consortium Member. “Damages” shall have the meaning set forth in Sub-clause (t) of Clause 1.2; “Developmental and Operations Standard(s)” means the minimum parameters and standards to be achieved by the Concessionaire in the construction, development and operations of the Project in accordance with internationally sound engineering practices, National Building Code and Applicable Law and / or as determined by the relevant Governmental Authority; “Dispute” shall have the meaning set forth in Clause 15.1.1; “Dispute Resolution Procedure” means the procedure for resolution of Disputes set forth in Article 15; “Effective Date” means the date on which all the conditions Precedent are satisfied or waived as per Article 4 in writing by both the Parties. “Financial Commitment” means the legally binding undertaking of the Concessionaire to mobilize the financial requirements of the project, for ensuring the completion of the project; “Force Majeure” or “Force Majeure Event” shall have the meaning set forth in as per Clause 12; “GOI” means the Government of India; “Good Industry Practice” means the practices, methods, techniques, designs, standards, skills, diligence, efficiency, reliability and prudence which are generally and reasonably expected from a reasonably skilled and experienced operator engaged in the same type of undertaking as envisaged under this Agreement and which would be expected to result in the performance of its obligations by the Concessionaire in accordance with this Agreement, Applicable Laws and Applicable Permits in reliable, safe, economical and efficient manner; “Government Instrumentality” means any department, division or sub-division of the Government of India or the State Government and includes any commission, board, authority, agency or municipal and other local authority or statutory body including Panchayat under the control of the Government of India or the State Government, as the case may be, and having jurisdiction over all or any part of Ghaziabad or the performance of all or any of the services or obligations of the Concessionaire under or pursuant to this Agreement; “Indemnified Party” means the Party entitled to the benefit of an indemnity pursuant to Article 14;



“Indemnifying Party” means the Party obligated to indemnify the other Party pursuant to Article 14; “Lenders” shall mean the banks, financial institutions, international credit agencies that extend or agree to extend a credit facility to the Concessionaire in relation to the Project; “Parties” means the parties to this Agreement collectively and “Party” shall mean any of the parties to this Agreement individually; “Performance Security” shall have the meaning set forth in Clause 9.1; “Project” shall mean Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar of 1000 capacity with facilities like, Food Courts, Banquet Hall, Indoor Sports Facility/ Gym, Club House, Guest House, car parking as per bylaws etc within the 3.5 acres site earmarked for the purpose in accordance with the provisions of this Agreement at the end of the concession period;(more specifically as mentioned in Article 2 of this agreement) “Project Completion Date” shall mean the date on which the Concessioning Authority has issued the Project Completion Certificate after completion of the Project and shall have the meaning set forth in Clause 11.2; “Project Completion Certificate” shall mean the Project Completion Certificate issued by the Concessioning Authority certifying completion of Project by the Concessionaire; “Rs.” or “Rupees” refers to the lawful currency of the Republic of India; “Security Interest” means any existing or future mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, security interest or other encumbrances of any kind securing or conferring any priority of payment in respect of any obligation of any Person and includes without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security in each case under any Applicable Law. “Site” means the Project site measuring 3.5 acres as given in Schedule 1 of this Agreement given on lease for a period of 50 years including construction period. The Project shall mean the same as defined in this Agreement. “Standards of Reasonable and Prudent Concessionaire” means the standards, practices, methods and procedures expected from a person seeking in good faith to perform its contractual obligations and in so doing and in the general conduct of its undertaking exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced Person engaged in the same type of undertaking under the same or similar circumstances and conditions including the conditions as contemplated by the Basic Documents. “Taxation” or “Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating to it;



“Third Party Agreements” means all Agreements entered into between the Concessionaire and third Persons, including, but not limited to other Agreements with Concessionaire and vendors of any goods or services to the Concessionaire. “Termination” means the expiry of the Concession period or termination of this Agreement; “Termination Notice” means the communication issued in accordance with this Agreement by one Party to the other Party terminating this Agreement;

1.2. Interpretation

1.2.1. In this Agreement, unless the context otherwise requires,

(a) references to any legislation or any provision thereof shall include amendment or re-enactment or consolidation of such legislation or any provision thereof so far as such amendment or re-enactment or consolidation applies or is capable of applying to any transaction entered into hereunder;

(b) references to laws of India or Indian law or regulation having the force of law shall include the laws, acts, ordinances, rules, regulations, bye laws or notifications which have the force of law in the territory of India and as from time to time may be amended, modified, supplemented, extended or re-enacted;

(c) references to a “person” and words denoting a natural person shall be construed as a reference to any individual, firm, company, corporation, society, trust, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the above and shall include successors and assigns subject to the provisions of this Agreement;

(d) the table of contents, headings or sub-headings in this Agreement are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this Agreement;

(e) the words “include” and “including” are to be construed without limitation and shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases;

(f) references to “construction” include, unless the context otherwise requires, investigation, design, developing, engineering, procurement, delivery, transportation, installation, processing, fabrication, testing, commissioning and other activities that are to be completed on or before “Project Completion Date” as per the scope of work as defined under Article 2, and “construct” shall be construed accordingly;

(g) any reference to any period of time shall mean a reference to that according to Indian Standard Time;

(h) any reference to day shall mean a reference to a calendar day; (i) any reference to month shall mean a reference to a calendar month as per the Gregorian

calendar; (j) references to any date, period or Milestone shall mean and include such date, period or

Milestone as may be extended pursuant to this Agreement;



(k) any reference to any period commencing “from” a specified day or date and “till” or “until” a specified day or date shall include both such days or dates; provided that if the last day of any period computed under this Agreement is not a business day, then the period shall run until the end of the next business day;

(l) the words importing singular shall include plural and vice versa; (m) references to any gender shall include the other and the neutral gender; (n) “lakh or lac” means a hundred thousand (100,000) and “crore” means ten million

(10,000,000); (o) references to the “winding-up”, “merger”, amalgamation”, “takeover”, “dissolution”,

“insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, change in management or relief of debtors;

(p) any reference, at any time, to any Agreement, deed, instrument, license or document of any description shall be construed as reference to that Agreement, deed, instrument, license or other document as amended, varied, supplemented, modified or suspended at the time of such reference; provided that this Sub-clause shall not operate so as to increase liabilities or obligations of the Concessioning Authority hereunder or pursuant hereto in any manner whatsoever;

(q) any Agreement, consent, approval, authorization, notice, communication, information or report required under or pursuant to this Agreement from or by any Party shall be valid and effective only if it is in writing under the hand of a duly authorized representative of such Party, as the case may be, in this behalf and not otherwise;

(r) the Schedules and Recitals to this Agreement form an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement;

(s) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this Agreement shall, except where the context otherwise requires, mean references to Recitals, Articles, Clauses, Sub-clauses and Schedules of or to this Agreement, and references to a Paragraph shall, subject to any contrary indication, be construed as a reference to a Paragraph of this Agreement or of the Schedule in which such reference appears; and

(t) the damages payable by either Party to the other of them, as set forth in this Agreement, whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and damage likely to be suffered and incurred by the Party entitled to receive the same and are not by way of penalty (the “Damages”).

(u) any reference to Build shall mean Construct and vice-versa unless the context otherwise requires

(v) any reference to Operate/Operations shall mean Operate and Transfer/ Operations & Maintenance unless the context otherwise requires



1.2.2. Unless expressly provided otherwise in this Agreement, any documentation required to be provided or furnished by the Concessionaire to the Concessioning Authority and/or the agency or person appointed by the Concessioning Authority shall be provided free of cost and in two copies, and if the Concessioning Authority and/or the person appointed by the Concessioning Authority is required to return any such documentation with their comments and/or approval, they shall be entitled to retain one copy thereof.

1.2.3. the rule of construction, if any, that a contract should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply.

1.2.4. any word or expression used in this Agreement shall, unless otherwise defined or construed in this Agreement, bear its ordinary English meaning.

1.3. Measurements and Arithmetic Conventions All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down.

1.4. Priority of Agreements and Errors/Discrepancies

1.4.1. This Agreement, and all other Agreements and documents forming part of this Agreement are to be taken as mutually explanatory and, unless otherwise expressly provided elsewhere in this Agreement, the priority of this Agreement and other documents and agreements forming part hereof shall, in the event of any conflict between them, be in the following order:

(a) this Agreement; (b) RFQ CUM RFP Document (c) all other agreements and documents forming part hereof;

i.e. the agreement at (a) above shall prevail over the agreements and documents at (b) and (c) above and (b) shall prevail over all documents in (c) above.

1.4.2. In case of ambiguities or discrepancies within this Agreement, the following shall apply:

(a) between two or more Clauses of this Agreement, the provisions of a specific Clause relevant to the issue under consideration shall prevail over those in other Clauses;

(b) between the Clauses of this agreement and the Schedules, the Clauses shall prevail and between Schedules and Annexes, the Schedules shall prevail;

(c) between the written description on the Drawings and the Specifications and Standards, the latter shall prevail;

(d) between the dimension scaled from the Drawing and its specific written dimension, the latter shall prevail; and

(e) between any value written in numerals and that in words, the latter shall prevail.



Article 2. Scope of the Project

2.1. Scope of the Project

The Concessionaire shall Design, Build, Finance and Operate the Project on the 3.5 acres Site earmarked for the purpose given on lease over the concession period of 50 years including construction period, after which the Project along with the land shall be transferred to the Concessioning Authority. The successful bidder shall construct following facilities and get all the approvals for commercial operations within 24 months from the Effective Date: A. Minimum Development Obligations (Essential Facilities): The facility is proposed to have the following components:

1. Socio-cultural facilities- Convention facility with Auditorium, Lecture Halls, Conference Rooms/ Committee Rooms, e-library cum lounge etc.

2. Recreational facilities- Banquet, Club House, Indoor sports facility, Swimming pool, Recreation, Guest House etc

3. Commercial Facilities- including food court/ restaurant , shops, Office spaces

Product Mix, Allied/ancillary facilities, sizing, area, phasing of the components/ facilities would be the Developer’s choice (within the extant Development Regulations and other statutory provisions) subjected to the following minimum obligations.

• 40% of the total built up area shall be reserved for Socio-Cultural facilities. Socio Cultural facility shall have an Auditorium facility of international standards having seating capacity for at least 1000 people. The Auditorium shall be capable to be partitioned in smaller rooms when required. Other Facilities that may be included in the development are- Committee rooms, Audio Visual Rooms, Art and Exhibition gallery, Conference Hall etc. This facility to come up on the ground floor as far as possible. The facility can be used for marriage related activities

• 40% of the total built up area may be used for recreational facilities. The recreational facilities may include such facilities as Banquet, Club House, Indoor sports facility, Swimming pool, Guest House.

• To a maximum of 20% of the built up area may be used for commercial purposes including food court/ restaurant, shops, Office spaces.

• Car Parking facility shall be provided in accordance with the applicable building bye laws. • Development of support facilities and on site infrastructure like internal pathways, Fire fighting and other

safety arrangements, Electricity and Power backup, security, air conditioning, landscaping and other services as may be essential and required for the efficient functioning of the socio-cultural centre.

• The developer shall be required to make all necessary arrangements in the socio-cultural centre and supporting parking facilities so that the residents of the surrounding areas are not affected due to noise pollution and /or congestions.



All the facilities are to be developed as per the minimum quality standards set out for the purpose in the Technical Schedule appended in DCA Volume II with this Agreement. While undertaking development of the Project, the Concessionaire shall adhere to latest amended National Building Code of India, other relevant IS Codes and practices, Development Control Regulations, statutory requirements, laws of land, the principles of good industry practices and any other norms as applicable from time to time. The Concessionaire shall be responsible for all the clearances as may be required for the development and operations of the Project. The Project shall be ready for operation after taking all the clearance(s) within 24 months of the Effective Date. FAR of 2 .5 will be permissible for this project.

No similar facility shall be allowed to come up within 1 km radius of the Project. The Concessionaire shall be allowed to mortgage land of the project for availing financial assistance from funding agencies subject to the condition that the 20% of the land value at circle rates is paid upfront to the Concessioning Authority.



Article 3. Consideration of the Contract

3.1. The Consideration

3.1.1. Subject to and in accordance with the provisions of this Agreement, the Applicable Laws, rules and regulations and the Applicable Permits, the Concessionaire shall pay to the Concessioning Authority:

Upfront land premium of amount of Rs. _______ (Rupees------ Lakhs) to be paid in ten equal annual installments starting fourth year ( three years of moratorium) from date of signing of the Concession Agreement

Subject to and in accordance with the provisions of this Agreement, the Consideration hereby given by Concessionaire, the Concessionaire shall be entitled to Construct and operate the Project on the land area given on Concession period of 50 years including construction period, subject to :

(a) performing and fulfilling all of the Concessionaire’s obligations under and in accordance with this Agreement; and

(b) bear and pay all costs, expenses and charges in connection with or incidental to the performance of the obligations of the Concessionaire under this Agreement; and

(c) At the end of the concession period, the entire construction made by the Concessionaire till that date on the Project site as part of the scope of work shall get transferred without any consideration to the Concessioning Authority.

3.1.2. In consideration of the mutual covenants and other good and valuable consideration expressed herein, the Concessionaire hereby accepts the Consideration to be given and agrees to construct and operate the Project on land given for 50 years Concession period as per the scope of work given in Article 2 and minimum specifications mentioned in the technical schedules and to perform/discharge all of its obligations in accordance with the provisions hereof.

3.1.3 The Concessionaire shall pay to the Concessioning Authority a yearly token lease rental of Rs. 1/-( Rs.

One only ) per sq meter of land for the entire concession period of 50 years including construction period.



Article 4. Conditions Precedent to the Agreement

4.1. Conditions Precedent

4.1.1. The respective rights and obligations of the Parties under this Agreement shall be subject to the satisfaction in full of the conditions precedent specified in this Clause 4.1 (the “Conditions Precedent”).

4.1.2. The Concessionaire may, upon providing the Performance Security to the Concessioning Authority in accordance with Article 9, by notice require the Concessioning Authority to satisfy the Conditions Precedent set forth in this Clause 4.1.2 within a period of 30 (thirty) days of the notice, and the obligations of the Concessioning Authority hereunder shall be deemed to have been performed when the Concessioning Authority shall have handed over to the Concessionaire the peaceful possession of the Site free from all above ground encroachments as demarcated under Schedule 1;

4.1.3. Concessionaire shall satisfy the Conditions Precedent at any time within 30 (thirty) days from the date the Concessioning Authority has given the Letter of Intent for the appointment of the Concessionaire and all the Conditions Precedent shall be deemed to have been fulfilled when the Concessionaire shall have

(a) provided Performance Security to the Concessioning Authority; and (b) Delivered to the Concessioning Authority a legal opinion from the legal counsel of the

Concessionaire with respect to the authority of the Concessionaire to enter into this Agreement and the enforceability of the provisions thereof

(c) The members of the Consortium must form a Special Purpose Vehicle (SPV) and submit a MoU for the purpose of Special Purpose Vehicle.

4.2. Compliance Certificate Upon compliance with the Conditions Precedent, each Party shall forthwith issue a Compliance Certificate pursuant to which the obligations of the Parties under this Agreement shall commence.

4.3. Non-Fulfillment of the Conditions Precedent

4.3.1. In the event of failure by any Party to procure compliance with any of the Conditions Precedent as per the provisions of this Article 4 and the other Party have not waived any of the conditions (partially or absolutely), the Agreement shall cease to have any effect as of that date.

4.3.2. In the event of the Agreement not coming into effect on account of the Concessionaire not fulfilling the Conditions Precedent then the Concessionaire shall forfeit the Earnest Money Deposit and the Performance Security.



4.3.3. In the event of the Agreement not coming into effect on account of the Concessioning Authority not fulfilling any of the Conditions Precedent then the Earnest Money Deposit and the Performance Security shall be returned to the Concessionaire.

4.3.4. Notwithstanding anything contained in this clause, the Parties may mutually decide to extend the time period for the fulfillment of the Conditions Precedent.



Article 5. Obligations of the Concessionaire

5.1. Obligations of the Concessionaire

5.1.1. Subject to and on the terms and conditions of this Agreement, the Concessionaire shall at its cost and expense procure finance for and undertake the Project scope of work as mentioned in Article 2 and observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder.

5.1.2. The Concessionaire shall comply with all Applicable Laws in the performance of its obligations under this Agreement.

5.1.3. Without prejudice to Clauses 5.1.1 and 5.1.2 above, the Concessionaire shall discharge its obligations as per the National Building Code, Development Control Rules, the principles of good industry practice and as a reasonable and prudent person, statutory requirements, laws of the land and any other norms, which are applicable from time to time.

5.1.4. The Concessionaire shall get prior approval of the Concessioning Authority in case there is any change in the facilities defined under the Project during the concession period.

5.1.5. The Auditorium site shall be used for the purpose as mentioned in Article 2.1A only. Any other usages of the auditorium site shall not be permitted during the concession period without prior approval of the Concessioning Authority.

5.1.6. Without prejudice to Clauses 5.1.1 and 5.1.2 above the Concessionaire shall, at its own cost and expense observe, undertake, comply with and perform, in addition to and not in derogation of, its obligations elsewhere set out in this Agreement, the following:

(a) make, or cause to be made, necessary applications to the relevant Governmental Agencies with such particulars and details, as may be required for obtaining all Applicable Permits and obtain such Applicable Permits in conformity with the Applicable Laws;

(b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into development and operations of the Project;

(c) not to damage any other infrastructure or any other utility developed by the Concessioning Authority or any other utilities developed and maintained by any other authority or person and in case of any such damage to undertake the repair and also to pay for any losses that is incurred by the Concessioning Authority or any authority or any other person, as the case may be.

(d) ensure and procure that the Concessionaire shall comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Concessionaire’s obligations under this Agreement;



(e) not to do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement;

(f) not to create any third party rights, except for the purpose of borrowing from banks, on the land given on Concession for 50 years. But also to ensure that Government of UP/Concessioning Authority are not adversely affected in any way;

(g) shall make payment towards the Concessioning Authority as per provisions of this Agreement;

(h) Procure at its own costs, expenses and risk all services necessary for the construction and operations of the Project including without limitation electricity, water, materials and labour;

(i) shall ensure reservation in matters of employment as per applicable Government of UP policies

(j) shall complete construction of the Project and get necessary approvals for commercial operations within a period of 24 months from the Effective Date; and

(k) transfer the Project assets in working condition on the date of termination of Concession to the Concessioning Authority.

5.2. Obligations relating to Other Agreements

5.2.1. It is expressly agreed that the Concessionaire shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in any other agreement, and no default under any agreement shall excuse the Concessionaire from its obligations or liability hereunder.

5.2.2. The Concessionaire may undertake development of Project by itself or through one or more contractors possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the scope of work as mentioned under Article 2.1.

5.3. Obligations relating to Change in Ownership The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Concessioning Authority as per the provisions of this Article 5.3.



5.3.1. No change in Consortium Members shall be allowed till the completion of the project or a minimum of 3 years (whichever is later). However, the Lead Consortium Member shall not be allowed to be changed over the entire Concession Period and shall continue to hold 51% stake in the Consortium till the commencement of Commercial Operations. The Lead Consortium Member shall be allowed to dilute the stake after the commercial operations date with the approval of the Concessioning Authority such that the stake of the Lead Consortium Member in the consortium shall not fall below 26% at any time till the end of Concession Period.

5.3.2. Each Consortium Member shall invest minimum 11% stake in SPV. None of the Consortium Member shall be allowed to dilute its stake till the completion of the Project or a minimum of 3 years from the date of signing of the Concession Agreement (whichever is later).

5.3.3 Lead Consortium Member shall invest minimum 51% stake in the SPV. Lead Consortium Member shall not

be allowed to dilute its stake to a level below 51% till the start of commercial operations. The Lead Consortium Member shall be allowed to dilute the stake after the commercial operations date with the approval of the Concessioning Authority such that the stake of the Lead Consortium Member in the consortium shall not fall below 26% at any time till the end of Concession Period. This holds for the single entity bidder also and hence no bidder who has 100% equity in the Project can dilute it to a level below 51% till the start of commercial operations. Remaining stake can be diluted as per the provisions of Clause 5.3.3.

5.3.4 The Concessionaire may be allowed to novate the agreement after completion of three consecutive years

of commercial operations and realization of the full project land value ( at circle rates) by the Concessioning Authority. The Concessionaire shall submit the details of the proposed novatee along with its other qualifications (financial and technical capabilities) to the Concessioning Authorities for its due approval. Novatee, the Concessionaire and the Concessioning Authority shall enter into a tripartite agreement. Concessioning Authority shall reserve the right to reject any novation at any time. No further novation shall be permitted



Article 6. Obligations of the Concessioning Authority

6.1. Obligations of the Concessioning Authority

6.1.1. The Concessioning Authority shall, at its own cost and expense, undertake, comply with and perform all its obligations set out in this Agreement or arising hereunder.

6.1.2. The Concessioning Authority agrees to provide support to the Concessionaire and undertakes to observe, comply with and perform, subject to and in accordance with the provisions of this Agreement and the Applicable Laws, the following:

(a) upon written request from the Concessionaire, and subject to the Concessionaire complying with Applicable Laws, provide all reasonable support and assistance to the Concessionaire in procuring Applicable Permits required from any Government Instrumentality for implementation and operation of the Project;

(b) upon written request from the Concessionaire, assist the Concessionaire in obtaining access to all necessary infrastructure facilities and utilities, including water at rates and on terms no less favourable to the Concessionaire than those generally available to commercial customers receiving substantially equivalent services;

(c) extend the assistance of its good offices on a reasonable effort basis to assist the Concessionaire in the provision of electricity;

(d) procure that no barriers are erected or placed on the Project site or the way towards the Project site by the Concessioning Authority, by any Government Instrumentality or persons claiming through or under it, except for reasons of Emergency or national security, law;

(e) assist the Concessionaire in procuring Police assistance for regulation of movement of any person on the Project site, removal of trespassers and for security of the material, labour and machinery;

(f) not to do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; and

(g) support, cooperate with and facilitate the Concessionaire in the implementation of the Project.

(h) The concessioning authority shall facilitate the developer in getting advertisement rights in the parking complex from the competent authority.

6.1.3 The Concessioning Authority shall allow mortgage of project land by the Concessionaire for availing financial assistance from funding agencies subject to the condition of receipt of 20% of the project land value at circle rates upfront from the Concessionaire.

6.1.4 The GoUP shall provide single window clearances for all necessary approvals within the state and shall

facilitate the Concessionaire in getting clearances and approvals from any agency from outside the state.



Article 7. Representations and Warranties

7.1. Representations and Warranties of the Concessionaire The Concessionaire represents and warrants to the Concessioning Authority that:

(a) it is duly organized and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;

(b) it has taken all necessary corporate and other actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;

(c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;

(d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;

(e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under including any obligation, liability or responsibility hereunder;

(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;

(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;

(h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;

(i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;

(j) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement;



(k) the existing Lead Consortium Members hold not less than 51% (fifty – one percent) of it’s issued and paid up Equity and together with the existing consortium member hold not less than 100% as on the date of this Agreement and the respective holding of each Consortium Member conforms to the representation made by the Consortium and accepted by the Concessioning Authority as part of the Bid and that no member of the Consortium shall hold less than 11% (eleven per cent) of such as per the provisions of Article 5.3;

(l) no order has been made and no resolution has been passed for the winding up of the Concessionaire or for a provisional liquidator to be appointed in respect of the Concessionaire and no petition has been presented and no meeting has been convened for the purpose of winding up the Concessionaire. No receiver has been appointed in respect of the Concessionaire or all or any of its assets. The Concessionaire is not insolvent or unable to pay its debts as they fall due.

(m) no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; and

(n) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the grant of land or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith.

(o) It shall not novate the Concession Agreement and any rights and obligation arising therefrom to any party without any written approval from the Concessioning Authority

7.2. Representations and Warranties of the Concessioning Authority The Concessioning Authority represents and warrants to the Concessionaire that:

(a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement;

(b) it has taken all necessary action under the Applicable Laws to authorise the execution, delivery and performance of this Agreement;

(c) it has the financial standing and capacity to perform its obligations under the Agreement;

(d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof;

(e) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform its obligations under this Agreement;

(f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government



Instrumentality which may result in any material adverse effect on the Concessionaire’s ability to perform its obligations under this Agreement;

(g) it has complied with Applicable Laws in all material respects; (h) it has not entered into any other Agreement, contract, transaction, arrangement or

understanding in relation to the same Project or part of the Project with any third party, or the sale, Concession assignment, or other disposition in whole or in part in respect of the said land other than the disclosed in this Agreement;

(i) all information provided by it in the Tender Notice and invitation to bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects;

(j) it has good and valid right for construction of the Project, and has power and authority to give land on 50 years Concession to the Concessionaire; and

(k) upon the Concessionaire completing the Project as per this Agreement, and performing the covenants herein, it shall not at any time during the 50 years Concession, interfere with peaceful enjoyment of the land by the Concessionaire, except in accordance with the provisions of this Agreement.

7.3. Disclosure In the event that any occurrence or circumstance comes to the attention of either Party that renders any of its aforesaid representations or warranties untrue or incorrect, such Party shall immediately notify the other Party of the same. Such notification shall not have the effect of remedying any breach of the representation or warranty that has been found to be untrue or incorrect nor shall it adversely affect or waive any obligation of either Party under this Agreement.



Article 8. Disclaimer

8.1. Disclaimer

8.1.1. The Concessionaire acknowledges that prior to the execution of this Agreement, the Concessionaire has, after a complete and careful examination, made an independent evaluation of the Tender Notice, Scope of the services to be provided, Project site, Specifications and Standards set for providing quality of services, local conditions, possible demand and all information provided by the Concessioning Authority, and has determined to its satisfaction the accuracy or otherwise thereof and the nature and extent of difficulties, risks and hazards as are likely to arise or may be faced by it in the course of performance of its obligations hereunder. Save as provided in Clause 7.2, the Concessioning Authority makes no representation whatsoever, express, implicit or otherwise, regarding the accuracy and/or completeness of the information provided by it and the Concessionaire confirms that it shall have no claim whatsoever against the Concessioning Authority in this regard.

8.1.2. The Concessionaire acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth in Clause 8.1.1 above and hereby acknowledges and agrees that the Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire or any person claiming through or under this Agreement.



Article 9. Performance Security

9.1. Performance Security The Concessionaire has submitted to the Concessioning Authority Performance Guarantee of Rs. 6.44 Crore (Rupees Six Crores and Forty Four lakhs Only) in the form of a Bank Guarantee in favor of Ghaziabad Development Authority, payable at Ghaziabad; the details of which are given below: The Performance Security shall be valid for a period of twelve months and shall be renewed every year, at least 30 days prior to the last date. All charges, fees, costs and expenses related to the Bank Guarantee shall be borne and paid by the Concessionaire. 25% of the Performance Security in the form of bank guarantee shall be released to the Concessionaire on the issuance of Construction Completion Certificate by the Concessioning Authority. The next 25% of the Performance Security in the form of bank guarantee shall be released to the Concessionaire on the start of Commercial Operation. The Concessionaire undertakes and warrants to Concessioning Authority that the balance 50% of bank guarantee furnished as above shall be irrevocable and shall continue to be effective and enforceable six months beyond the period of six months from the date of the expiry of the Concession Period.

9.2 Appropriation of Performance Security

Upon occurrence of a Concessionaire Default, the Concessioning Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to invoke and appropriate the relevant amounts from the Performance Security as Damages for such Concessionaire Default. Upon such invocation and appropriation from the Performance Security, the Concessionaire shall, within 15 (fifteen) days thereof, replenish, in case of partial appropriation, the Performance Security to its original level, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, and the Concessionaire shall, within the time so granted, replenish or furnish fresh Performance Security as aforesaid failing which the Concessioning Authority shall be entitled to terminate this Agreement in accordance with Article 13.

9.3 Release of Performance Security 25% of the Performance Security in the form of bank guarantee shall be released to the Concessionaire on the issuance of Construction Completion Certificate by the Concessioning Authority. The next 25% of the Performance Security in the form of bank guarantee shall be released to the Concessionaire on the start of Commercial Operation. The balance 50% of the Performance Security in the form of bank guarantee shall remain in force and effect beyond the period of six months from the date of the expiry of the Concession Period. It shall be duly discharged and released to the Concessionaire beyond the period of six months from the date of expiry of the Concession Period and transfer of the Project along with the land to GDA The performance security in the form of bank guarantee shall be renewed every year till the end of the Concession Period and transfer of the Project along with the land to GDA. If the Agreement is terminated due to any event other than a Concessionaire Event of Default, the Performance Security shall, subject to the Concessioning Authority’s right to receive or



recover amounts, if any, due from the Concessionaire under this Agreement, be duly discharged and released to the Concessionaire.



Article 10. Access on Project Site

10.1. Project Site The Project site shall comprise of the land as described in Schedule- 1 and which shall be given on Concession by the Concessioning Authority to the Concessionaire for 35 years including construction period.

10.1.1. The Concessioning Authority on providing the performance security and signing this Agreement, shall within 15 days, give on Concession to the Concessionaire, the Project site for 35 years for the Scope of the Project as mentioned in Article 2.

10.1.2. It is being expressly agreed and understood that the Concessioning Authority shall have no liability whatsoever in respect of survey and investigations carried out or work undertaken by the Concessionaire pursuant hereto in the event of Termination or otherwise.

10.1.3. It is expressly agreed that the rights granted hereunder shall terminate automatically and forthwith, without the need for any action to be taken by the Concessioning Authority to terminate the rights, upon the Termination of this Agreement for any reason whatsoever.

10.1.4. It is expressly agreed that mining rights do not form part of the rights granted to the concessionaire under this agreement and the concessionaire herby knowledge that it shall not have any mining rights or any interest in the underline minerals on or under the area where cable have been laid. For the avoidance of the doubt, mining rights mean the right to mine any and all minerals or interest therein.

10.2. Others

10.2.1. Access to the Concessioning Authority and any person appointed as the Engineers / consultants appointed by Concessioning Authority

The right of way granted for construction on the Project site shall always be subject to the right of access of the person appointed by the Concessioning Authority for inspection, viewing and exercise of their rights and performance of their obligations under this Agreement.

10.2.2. Special/temporary right of way

The Concessionaire shall bear all costs and charges for any special or temporary right of way required by it in connection with access to the Project Site. The Concessionaire shall obtain at its cost such facilities on or outside the Site as may be required by it for the purposes of the Construction and the performance of its obligations under this Agreement.



Article 11. Construction on the Project Site

11.1. Obligations prior to the commencement of any work Prior to commencement of any work, the Concessionaire shall:

(a) submit to the Concessioning Authority time schedule for completion; (b) appoint its representative duly authorised to deal with the Concessioning Authority in

respect of all matters under or arising out of or relating to this Agreement; (c) Undertake, do and perform all such acts, deeds and things as may be necessary or

required before commencement of any work under and in accordance with this Agreement, the Applicable Laws and Applicable Permits; and

(d) Procure all such approvals/consents/permits as necessary as per applicable laws

11.2. Project Start and Completion date

11.2.1. On or after the Effective Date, the Concessionaire shall undertake construction of Project. The 24th Month from the Effective Date shall be the scheduled date for completion of the Project and the Concessionaire agrees and undertakes that Project shall be completed on or before the Scheduled Date.

11.2.2. In the event that Project is not completed by the Scheduled Completion Date, unless the delay is on account of reasons solely attributable to the Concessioning Authority or due to Force Majeure, the Concessioning Authority shall encash 10% of the Performance Security amount per month, for a maximum period of six months after which Concessioning Authority shall be entitled to terminate this Agreement. . The Performance Security shall be replenished by the Concessionaire as soon the Performance Security is encashed by the Concessioning Authority.

11.3. Completion Certificate

The Concessionaire after completion of the Project shall inform in writing to the Concessioning Authority that it has completed the construction as per Project scope. The Concessioning Authority shall issue the Completion Certificate, after which the Concessionaire can start the commercial operations.

11.4 Delay in commercial operations

If the commercial operations for the Project are not achieved within the stipulated time period for reasons not attributable to the Concessionaire, the Concessioning Authority shall determine any extension of the dates set forth in the commercial operations time schedule to which the Concessionaire is reasonably entitled. The Concessioning Authority shall extend such dates and the Concession Period shall deemed to be extended by a period equal in length to the period extended.



Article 12. Force Majeure

12.1. Force Majeure As used in this Agreement, the expression “Force Majeure” or “Force Majeure Event” shall mean occurrence in India of any or all of events, as defined in Clause 12.2, if it affects the performance by the Party claiming the benefit of Force Majeure (the “Affected Party”) of its obligations under this Agreement and which act or event (i) is beyond the reasonable control of the Affected Party, and (ii) the Affected Party could not have prevented or overcome by exercise of due diligence and following Good Industry Practice, and (iii) has Material Adverse Effect on the Affected Party.

12.2. Force Majeure Events A Force Majeure Event shall mean one or more of the following acts or events:

(a) act of God, plague, lightning, earthquake, landslide, cyclone, flood, volcanic eruption, radioactive contamination;

(b) an act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy)

(c) any failure of another service provider to the extent caused by any of the Force Majeure Event mentioned above affecting the performance of the Agreement;

(d) any event or circumstances of a nature analogous to any of the foregoing;

12.3. Duty to Report Force Majeure Event Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report such occurrence to the other Party forthwith. Any notice pursuant hereto shall include full particulars of:

(a) the nature and extent of each Force Majeure Event with evidence in support thereof; (b) the estimated duration and the effect or probable effect which such Force Majeure

Event is having or will have on the Affected Party’s performance of its obligations under this Agreement;

(c) the measures which the Affected Party is taking or proposes to take for alleviating the impact of such Force Majeure Event; and

(d) any other information relevant to the Affected Party’s claim. The Affected Party shall not be entitled to any relief under the Agreement for or in respect of a Force Majeure Event unless it shall have notified the other Party of the occurrence of the Force Majeure Event as soon as reasonably practicable, and in any event not later than 24 (twenty four) hours after the Affected Party knew, or ought reasonably to have known, of its occurrence, and shall have given particulars of the probable material effect that the Force Majeure Event is likely to have on the performance of its obligations under this Agreement.



12.4. Effect of Force Majeure Event Upon the occurrence of any Force Majeure Event the period set forth for the Project Completion Date shall be extended by a period equal in length to the duration of the Force Majeure Event.

12.5. Allocation of Costs Arising out of Force Majeure Upon occurrence of any Force Majeure Event, the Parties shall bear their respective costs and no Party shall be required to pay to the other Party any costs thereof. Neither Party shall be liable in any manner whatsoever to the other Party in respect of any loss, damage, cost, expense, claims, demands and proceedings relating to or arising out of occurrence or existence of any Force Majeure Event or exercise of any right pursuant hereto.

12.6. Dispute Resolution In the event that the Parties are unable to agree in good faith about the occurrence or existence of a Force Majeure Event, such Dispute shall be finally settled in accordance with the Dispute Resolution Procedure as mentioned in Article 15; provided that the burden of proof as to the occurrence or existence of such Force Majeure Event shall be upon the Party claiming relief and/or excuse on account of such Force Majeure Event.



Article 13. Termination

13.1. Termination for Concessionaire Default Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Concessionaire fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 15 (fifteen) days, the Concessionaire shall be deemed to be in default of this Agreement (a “Concessionaire Default”), unless the default has occurred solely as a result of any breach of this Agreement by the Concessioning Authority or due to Force Majeure event. The defaults referred to herein shall include:

(a) the Performance Security has been partially or fully invoked and appropriated by the Concessioning Authority as per the Concession Agreement and the Concessionaire fails to replenish or provide fresh Performance Security within a Cure Period of 15 (fifteen) days;

(b) the Concessionaire does not make payment to the Concessioning Authority and remains in default for a period of more than 15 days from the due date of payment;

(c) the Concessionaire does not complete the Project as per the date mentioned in the Agreement and continues to be in default for 180 (One Hundred and Eighty) days;

(d) the Concessionaire does not construct and operate any of the items mentioned in the scope of work;

(e) the Concessionaire abandons or manifests intention to abandon the Project without prior written consent of the Concessioning Authority;

(f) the Concessionaire has failed to make any payment towards damages to any user or any utility within the period specified in this Agreement;

(g) the Concessionaire repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement;

(h) Change in management control of the Concessionaire Company which according to the Concessioning Authority may have material adverse effect towards the completion of the Project.

(i) the Concessionaire is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Concessionaire or for the whole or material part of its assets at any time before the Scheduled Project Completion Date;

(j) the Concessionaire has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of the Concessioning Authority, a Material Adverse Effect;

(k) a resolution for winding up of the Concessionaire is passed, or any petition for winding up of the Concessionaire is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or the Concessionaire is ordered to be wound up by Court;



(l) the Concessionaire has failed to fulfill any obligation, for which failure Termination has been specified in this Agreement; or

(m) the Concessionaire commits a material default in complying with any other provision of this Agreement.

(n) The Concessionaire novates and / or assigns the agreement to any third party without any prior written approval from the Concessioning Authority.

13.2. Procedure to issue Termination Notice Without prejudice to any other rights or remedies which the Concessioning Authority may have under this Agreement, upon occurrence of a Concessionaire Default, the Concessioning Authority shall be entitled to terminate this Agreement by issuing a Termination Notice to the Concessionaire; provided that before issuing the Termination Notice, the Concessioning Authority shall by a notice inform the Concessionaire of its intention to issue such Termination Notice and grant 15 (fifteen) days to the Concessionaire to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

13.3. Effect of Termination Upon Termination as per article 13.1, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable by the Concessioning Authority. Concessionaire acknowledges that within 10 days of termination, the Concessionaire vacates the Project site. Concessionaire acknowledges that once the agreement is terminated the land allocated shall be returned back to the Concessioning Authority. In such case, the lease deed will stand cancelled ipso facto and land is returned back to the Concessioning Authority automatically. The entire construction made by the Concessionaire till that date on the Project site as part of the scope of work shall get transferred without any consideration to the Concessioning Authority. Concessioning Authority at its own discretion may repay the consideration already paid by the Concessionaire after adjusting for any direct or indirect losses that Concessioning Authority might have incurred due to delay in completion of the Project. No liability with respect to the land or assets shall devolve on Concessioning Authority.

13.4. Other Rights and Obligations of the Concessioning Authority Upon Termination for any reason whatsoever, the Concessioning Authority shall:

(a) be deemed to have taken possession and control of the Project site and any construction made on such site till the date of termination;

(b) take possession and control of all materials, stores, implements and construction on or about the Project;

(c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Project Site or any part of the Project; and

(d) Invoke the Performance Security as part Damages. In case termination is done by the Concessioning Authority not because of the default of the

Concessionaire, then in such condition the Concessioning Authority will pay for all the financial



loses incurred by the Concessionaire and the quantum of the financial losses will be decided by the Arbitrator as per Clause 15.3.

13.4 A The Concessioning Authority shall have at all times right to reject any name which has been

proposed in relation to the novation of this agreement



Article 14. Liability and Indemnity

14.1. General indemnity

The Concessionaire will indemnify, defend, save and hold harmless the Concessioning Authority and its officers, employees, agents and consultants against any and all suits, proceedings, actions, demands and third party claims for any loss, damage, cost and expense of whatever kind and nature arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related Agreement, except to the extent that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach of this Agreement on the part of the Concessioning Authority indemnified persons.

14.2. Liability of Concessioning Authority

The Concessioning Authority will indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, demands and third party claims for any loss, damage, cost and expense of whatever kind and nature arising out of

(a) defect in title and/or the rights of the Concessioning Authority in the land given on Concession to the Concessionaire

(b) breach by the Concessioning Authority of any of its obligations under this Agreement or any related Agreement, which materially and adversely affect the performance by the Concessionaire of its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of any of its obligations under any provision of this Agreement or any related Agreement and/or breach of its statutory duty on the part of the Concessionaire, its subsidiaries, affiliates, contractors, employees or agents and the same shall be the liability of the Concessionaire.

14.3. Indemnity by the Concessionaire

Without limiting the generality of Clause 14.1, the Concessionaire shall fully indemnify, hold harmless and defend the Concessioning Authority from and against any and all loss and/or damages arising out of or with respect to:

(a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income

or other taxes of the Concessionaire’s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the

Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors.

(d) Breach by the Concessionaire of any of the obligations under this Agreement.



14.4. No consequential claims

Notwithstanding anything to the contrary contained in this Article 14, the indemnities herein provided shall not include any claim or recovery in respect of any cost, expense, loss or damage of an indirect, incidental or consequential nature, including loss of profit, except as expressly provided in this Agreement.

14.5. Survival on Termination

The provisions of this Article 14 shall survive Termination.



Article 15. Dispute Resolution

15.1. Dispute resolution

15.1.1. Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in relation to this Agreement (including its interpretation) between the Parties, and so notified in writing by either Party to the other Party (the “Dispute”) shall, in the first instance, be attempted to be resolved amicably in accordance with the conciliation procedure set forth in Clause 15.2.

15.1.2. The Parties agree to use their best efforts for resolving all Disputes arising under or in respect of this Agreement promptly, equitably and in good faith, and further agree to provide each other with reasonable access during normal business hours to all non-privileged records, information and data pertaining to any Dispute.

15.2. Conciliation In the event of any Dispute between the Parties, either Party may call upon the Vice Chairman of the Concessioning Authority to mediate and assist the Parties in arriving at an amicable settlement thereof. Failing mediation by the Vice Chairman of the Concessioning Authority within 7 (seven) days from the date of reference to discuss and attempt to amicably resolve the Dispute , either Party may require such Dispute to be referred to the Principle Secretary, Housing for amicable settlement. If the Dispute is not resolved as evidenced by the signing of written terms of settlement within 30 (thirty) days of the notice in writing referred to in Clause 15.1.1 or such longer period as may be mutually agreed by the Parties, either Party may refer the Dispute to arbitration in accordance with the provisions of Clause 15.3.

15.3. Arbitration

15.3.1. Any Dispute which is not resolved amicably by conciliation, as provided in Clause 15.2, shall be decided by reference to Arbitral Tribunal appointed in accordance with Clause 15.3.2. Arbitration shall be held in accordance with the provisions of Arbitration and Conciliation Act, 1996 .The venue of arbitration shall be Ghaziabad, and the language of arbitration proceedings shall be English.

15.3.2. The Arbitral Tribunal shall consist of three arbitrators. Each Party shall appoint one arbitrator, and the third arbitrator shall be appointed by the two arbitrators so appointed, and in the event of disagreement between the two arbitrators, the appointment shall be made in accordance with the Arbitration and Conciliation Act, 1996.

15.3.3. The arbitrators shall make a reasoned award (the “Award”). Any Award made in any arbitration held pursuant to this Article 15 shall be final and binding on the Parties as from the date it is made, and the Concessionaire and the Concessioning Authority agree and undertake to carry out such Award without delay.



15.3.4. The Concessionaire and the Concessioning Authority agree that an Award may be enforced against the Concessionaire and/or the Concessioning Authority, as the case may be, and their respective assets wherever situated.

15.3.5. This Agreement and the rights and obligations of the Parties shall remain in full force and effect, pending the Award in any arbitration proceedings hereunder.



Article 16. Miscellaneous

16.1. Governing Law and Jurisdiction This Agreement shall be construed and interpreted in accordance with and governed by the

laws of India, and the courts at Ghaziabad shall have jurisdiction over matters arising out of or relating to this Agreement.

16.2. Waiver of Immunity Each Party unconditionally and irrevocably:

(a) agrees that the execution, delivery and performance by it of this Agreement constitute commercial acts done and performed for commercial purpose;

(b) agrees that, should any proceedings be brought against it or its assets, property or revenues in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement, no immunity from such proceedings shall be claimed by or on behalf of the Party with respect to its assets;

(c) waives any right of immunity which it or its assets, property or revenues now has, may acquire in the future or which may be attributed to it in any jurisdiction;

16.3. Delayed Payments The Parties hereto agree that payments due from one Party to the other Party under the

provisions of this Agreement shall be made within the period set forth therein, and if no such period is specified, within 15 (fifteen) days of receiving a demand along with the necessary particulars. In the event of delay beyond such period, the defaulting Party shall pay penalty for the period of delay calculated at a rate equal to 12% per annum, and recovery thereof shall be without prejudice to the rights of the Parties under this Agreement including Termination thereof.

16.4. Waiver

16.4.1. Waiver, including partial or conditional waiver, by either Party of any default by the other Party in the observance and performance of any provision of or obligations under this Agreement:-

(a) shall not operate or be construed as a waiver of any other or subsequent default hereof or of other provisions or obligations under this Agreement;

(b) shall not be effective unless it is in writing and executed by a duly authorised representative of the Party; and

(c) shall not affect the validity or enforceability of this Agreement in any manner.



16.4.2. Neither the failure by either Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Agreement or any obligation thereunder nor time or other indulgence granted by a Party to the other Party shall be treated or deemed as waiver of such breach or acceptance of any variation or the relinquishment of any such right hereunder.

16.5. Liability for Inspection of Documents Except to the extent expressly provided in this Agreement: (a) no review, comment or inspection by the Concessioning Authority of any document submitted

by the Concessionaire nor any observation or inspection of any document or operations conducted at the Project Site hereunder shall relieve or absolve the Concessionaire from its obligations, duties and liabilities under this Agreement, the Applicable Laws and Applicable Permits; and

(b) the Concessioning Authority shall not be liable to the Concessionaire by reason of any review, comment, approval, observation or inspection referred to in Sub clause (a) above.

16.6. Exclusion of Implied Warranties etc. This Agreement expressly excludes any warranty, condition or other undertaking implied at law

or by custom or otherwise arising out of any other Agreement between the Parties or any representation by either Party not contained in a binding legal Agreement executed by both Parties.

16.7. Survival

16.7.1. Termination shall:

(a) not relieve the Concessionaire or the Concessioning Authority, as the case may be, of any obligations hereunder which expressly or by implication survive Termination hereof; and

(b) except as otherwise provided in any provision of this Agreement expressly limiting the liability of either Party, not relieve either Party of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such Termination or arising out of such Termination.

16.7.2. All obligations surviving Termination shall only survive for a period of 5 (five) years following the date of such Termination.

16.8. Entire Agreement This Agreement and the Schedules together constitute a complete and exclusive statement of

the terms of the Agreement between the Parties on the subject hereof, and no amendment or modification hereto shall be valid and effective unless such modification or amendment is agreed to in writing by the Parties and duly executed by persons especially empowered in this behalf by the respective Parties. All prior written or oral understandings, offers or other communications of every kind pertaining to this Agreement are abrogated and withdrawn.



16.9. Severability If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or

unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing to one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or unenforceable provision. Failure to agree upon any such provisions shall not be subject to the Dispute Resolution Procedure set forth under this Agreement or otherwise.

16.10. No partnership This Agreement shall not be interpreted or construed to create an association, joint venture or

partnership between the Parties, or to impose any partnership obligation or liability upon either Party, and neither Party shall have any right, power or authority to enter into any Agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party.

16.11. Third Parties This Agreement is intended solely for the benefit of the Parties, and nothing in this Agreement

shall be construed to create any duty to, standard of care with reference to, or any liability to, any person not a Party to this Agreement, unless expressly provided in this Agreement.

16.12. Successors and Assigns This Agreement shall be binding upon, and inure to the benefit of the Parties and their lawful

successors, as per the provisions of this Agreement.

16.13. Notices Unless otherwise stated, all notices, approvals, instructions and other communications for the

purposes of this Agreement shall be given in writing and may be given by facsimile, by personal delivery or by sending the same by prepaid registered mail addressed to the Party concerned at its address stated in the title of this Agreement or the fax numbers set out below and/or any other address subsequently notified to the other Parties for the purposes of this clause 16.14 and shall be deemed to be effective (in the case of registered mail) 10 calendar days after posting, (in the case of facsimile) two Business Days after receipt of a transmission report confirming dispatch or (in the case of personal delivery) at the time of delivery.

If to Concessioning Authority:

Address : Ghaziabad Development authority

Vikas Path, Ghaziabad Uttar Pradesh

Attention : Vice Chairman

If to the Concessionaire:



Address : Telephone : Fax : Attention :

16.14. Language All notices required to be given by one Party to the other Party and all other communications, Documentation and proceedings which are in any way relevant to this Agreement shall be in writing and in English or Hindi language.

16.15. Counterparts This Agreement may be executed in two counterparts, each of which, when executed and delivered, shall constitute an original of this Agreement.

16.16. Validity This Agreement shall be valid for the entire concession period

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN. SIGNED, SEALED AND SIGNED, SEALED AND DELIVERED DELIVERED For and on behalf of For and on behalf of Concessioning Authority (Ghaziabad CONCESSIONAIRE by: Development Authority) by: (Signature) (Signature) (Name) (Name) (Designation) (Designation) In the presence of: 1. 2.




Schedule 1. Project Site Details of Site :-

Raj Nagar

Nehru

Kavi Nagar

Patel Nagar

Hapur

Proposed Auditorium



Site Photograph



Schedule 2. Technical Schedule

The following specifications and standards cover only some of the minimum requirements for the development. The developer shall design, finance, construct, maintain and operate the proposed Auditorium and allied facilities strictly conforming to the relevant Indian Standards, the best Industry practices and internationally acceptable norms. Whether the requirements are explicitly stated or not in this document, the bidders must note that Government of UP envisages a world class facility in all respects and expects a truly international quality and standards from the selected developer as the binding contractual obligation. 1. Civil and Structural Requirements

The building shall be designed in accordance with the latest Indian Standard Codes and shall be designed to resist wind and seismic forces

RCC Structures shall be designed as per IS 456 :2000 Steel Structures shall be designed in accordance with the provision of IS 800-1984. Structural steel

shall conform to IS 2062. Tubular section shall conform to IS 4923 Architectural design norms as per NBC (National Building Code – 2005) Structural Design norms as per NBC and BIS (Bureau of Indian Standards) Developer is advised to carry out its own tests and investigations related to soil condition, strata,

bearing capacity and other characteristics

2. Auditorium Auditorium of International Standard having seating capacity for at least 1000 people. The Auditorium shall be capable to be partitioned in smaller rooms when required. No pillars / columns shall be constructed inside the area of Convention / Exhibition Hall. Ducting shall be preferably under the floor and not from the sealing. The gates of the Auditorium shall be of big size to load and unload the exhibition material. The developer shall provide signage so as to facilitate necessary information to the visitors regarding

amenities and their location The Auditorium shall be planned in accordance with the Development Control Regulations applicable on

the site in Ghaziabad. The auditorium and allied facilities shall come up on the ground floor of the facility FAR of 2.5 is permissible

3. Equipment and Audio Visual System



• Provision for Simultaneous Interpretation Systems (SIS) shall be made in the Multi-Purpose Auditorium. Minimum requirements for SIS are an interpreter's control unit, and 1 tabletop transmitter per target language, 1 receiver and headphone, or headset per participant. The booths can either be fixed or mobile. Provision shall be made for upto 6 language interpretation booths with 2500 Nos. of Wireless IR Receivers with headphones for reception of simultaneous language interpretation. The equipments can be radio or infrared frequency equipment. The developer shall comply with the relevant international standards for all the equipments.

• Sound Reinforcement system for the entire hall suitable for Speech / Light music, seminars, lectures, presentations etc.

• Rear projection Screens & LCD Projector for detailed presentations of all formats of video from presentations to motion picture.

• Auto dome CCD Cameras for capturing live video of the stage proceedings and project on the main screen display.

• Video Distribution of the proceedings of the Hall to the entire Auditorium through various Plasmas & TV placed at selected locations / rooms.

• State-of-art Digital Congress Network, equipped with Chairman and Delegate microphone units enables conferences & discussion seminars.

• DVD Recorders enable recording & Storage of all the interpreted languages or floor language along with video directly on the DVDRs.

• Wired microphones for Podium or stage applications.

• Upto 10 Wireless microphones, either handheld tie-clip for wire-free Application of microphone source.

• 16 Channel Microphone mixing console to manage various I/P sources from the control room.

• DVD Players, VCRs, Music Sources.

• Provisions for Inputs from various I/O devices like laptops, documents cameras, slide projectors, etc. through the interface plates in the floor boxes.

• Provisions for various inputs / Outputs from above the truss for more LCD

• Projectors, motorized screens etc. through interface modules placed above the bars.

• Touch Screen control / monitoring of the AV equipment in the entire convention hall enable the use of multiple equipment at the touch of a single button.

• Ceiling Speaker (Rated power-100W, 650X400X322mm, wt: 24KG)

4. Acoustics



The Auditorium shall have latest sound systems to provide a complete concert-like experience on a flick of a switch.

The partition between two halls should have a Sound Transmission Coefficient (STC) of 70 dB measured with dual channel spectrum analyzers as per ISO 140

5. Minimum Parking Area

Car Parking as per required ECS for above essential facilities should be provided All parking spaces shall be paved to withstand vehicle loads and forces due to frequent acceleration

and deceleration of vehicles. Parking bays/lots shall have proper cross slope and drainage. They shall be marked with paint as per Indian standards to demarcate parking and circulation space.

6. Fire Fighting Facilities

The developer shall provide the required fire fighting equipment and facilities including fire exits, fire proof doors, etc conforming to relevant standards and the applicable rules and regulations

7. Facilities for Physically challenged persons The developer shall provide all the necessary facilities to the entry/exit, seating and movement of physically challenged persons including wheel chairs, ramps, specially designed seats, toilets etc in the centre.

II – Maintenance and Performance Standard

1. General

During the period of operation, the Developer shall maintain all the Facilities in accordance with performance standards and maintenance requirements, as mentioned below:

• Perform maintenance on a routine and periodic basis.

• Provide functional facilities that (a) meet the ICC requirements; (b) have an environmentally acceptable atmosphere for users of the facility; (c) ensure safety and security of VVIPs; (d) ensure the safety of the visitors; and, (e) maintain a good environment in the site conducive to all tourism and leisure facilities.

• Identify potential problems early within the context of the planned maintenance system so that corrective action may be planned and completed in a timely manner.



• Establish a maintenance list for planned operation and maintenance. Follow an orderly program so that maximum operational efficiency is attained.

2. Maintenance Works

• The Developer shall perform routine and periodic maintenance activities for the project infrastructure viz, civil, mechanical and electrical works and equipment, furniture for meeting the specified performance standards as per table below Maintenance Requirements

Description Required level Facility/Equipment

Power Supply, Electrical Installations, Electrical Equipments Telecommunication system including high speed data connection

Standby power arrangements shall be made for necessary facilities like basement parking, Auditorium, Exhibition and Performance Centre, etc. No loose, open, un-insulated wiring in any of the areas. Switch Boards, Electric meters are enclosed in boxes and access to authorized persons only.

Standby power supply by DG sets shall be ready to be operated and should be available 24 hours

Natural and Mechanical Ventilation and Illumination for basement parking

Shall meet the required Illumination level as specified in the IS Code and NBC. Shall meet the required Ventilation level as specified in the IS Code and NBC.

Any disruption to mechanical ventilation, if provided, shall be rectified within 24 hours. Arrangements for natural ventilation like skylights ventilators, shafts etc shall be cleaned after every 5 days

Damage / Breach to the Boundary Wall

No Damage / Breach is allowed Any damage / breach to the boundary wall shall be rectified within three (3) days after the event.



• Maintenance of Circulation Areas of Convention, Exhibition and Performance Centre etc.: Circulation Area maintenance shall include the entire house keeping activities requiring routine and periodic maintenance. Annual maintenance shall be done for accessories like fans, lighting arrangements etc in these areas.

3. Performance Standards: Intent

• The performance levels define the level at which the proposed facilities are to be maintained and operated. Performance standards are defined for operation and maintenance of the facilities and the site environment.

• The obligations of the Operator in respect of Maintenance requirements shall include: o maintaining site environment so as to cause minimum disturbance to the environment o ensure that the facilities are operational and rectification of the defects and deficiencies

within the minimum time o ensure that the fixed parameters provided in this RFQ CUM RFP are abided by at any

time during the Authorization period Notwithstanding anything contrary to specified in this schedule, if the nature and extent of any defect justifies more time for its repair or rectification as compared to time specified herein, the Operator shall be entitled to additional time in conformity with good industry practice.

• Notwithstanding anything to the contrary contained in this schedule, if any defect, deficiency or deterioration in the Project poses danger to the life and property of the users thereof, the Developer shall promptly take all reasonable measures for eliminating or minimizing such danger

4. Periodic Maintenance Performance Standards In order to maintain the quality and operational standards of high quality, the periodic maintenance/renewal activities are proposed for the Project. Periodic Maintenance/Renewable activities



S No Periodic Renewal Activities Time limit for renewal 1 Repainting of furniture, signages

delineators, markings etc. Minimum once in a year

2 Repainting of Buildings and all other structures.

Minimum once in three years

3 Repainting of carpentry work like joinery, doors, windows, ventilators, wooden furniture etc in the offices, cabins, booths etc.

Minimum once in three years

4 Resurfacing of Pavement Routine repairs every year and premix carpet every fourth year. Incase the pavement is of Rigid type, no periodic renewal would be required except cleaning & filling of joints

5 Mechanical Equipment Minimum once in a year as per manufacturer’s installation, operation and maintenance instruction manual

6 Electrical Equipment Minimum once in a year as per manufacturer’s installation, operation and maintenance instruction manual

5. Periodic Maintenance Performance Standards S No Parameters Performance Indicators 1 Auditorium

To remain fit for operation 24 hours a day throughout the year

2 Essential supporting Infrastructure To remain operational 24 hours a day throughout the year

3 Parking Area To remain operational 24 hours a day throughout the year

4 Information System, Displays To remain operational 24 hours a day throughout the year

5 Toilets To remain operational 24 hours a day throughout the year

6 Water Supply To remain operational 24 hours a day throughout the year

7 Electricity Supply To remain operational 24 hours a day throughout the year

8 Telecommunication and Networking Equipment

To remain operational 24 hours a day throughout the year

9 Fire Fighting System To remain operational 24 hours a day throughout the year

10 Standby Diesel Generator Sets Standby Diesel Generator Sets to supply power to the Project facilities must be available 24 hours a day, throughout the year in case of disruption or breakdown in power supply

11 Maintenance Office This shall remain open for 16 hours a day and throughout the year

12 Security To remain functional 24 hours a day throughout the year. Appropriate fencing of the site with



lighting and security shall be provided to ensure that there will be no encroachment on the site.

III – Activities prohibited

1. General: The Bidders must note that the project and facilities to be developed are meant for the intented activities and bona-fide use only. No use or activity, which is prohibited under the law of the land, shall be allowed. 2. Environment Rules and Regulations: No activities and uses which are prohibited under the Environment (Protection) Act 1986 and Environment (Protection) Rules 1986, UP State Pollution Control Board Regulations to the extent applicable shall be allowed.

Request for Proposal for Design, Build, Finance, Operate & Transfer Auditorium at Nehru Nagar in Ghaziabad

Request for Proposal – Volume III: TEFR Page 1

Techno Economic Feasibility Report

Request for Proposal for Design, Build, Finance, Operate and Transfer Auditorium at Nehru Nagar in Ghaziabad


Auditorium: Ghaziabad 1. Introduction:

Ghaziabad has become more or less a land locked city except for certain pockets on north and north-east. Loni, Delhi and Noida are on its north-west-south boundary. Modi Nagar on Meerut road is on its north-east and on south-east the proposed Hi-tech city as per Urban Master Plan 2021 is a limiting factor for further extension of the city. Ghaziabad is listed amongst the world’s fastest growing cities and one of the most dynamic economies of the world. During the last few years major housing projects are being developed in and around Delhi within the NCR towns. Other housing complexes are set up in isolation at different locations developing people of socio-cultural facilities, which should have been developing along with housing. Ghaziabad City area can be considered to be divided into four quadrants by Hindon River and Hapur road by moving clock-wise from first quadrant containing Meerut road, second quadrant containing Hapur road, third quadrant containing Link road and fourth quadrant containing Loni road. The city of Ghaziabad is a fast growing industrial city within the National Capital Region of Delhi. Ghaziabad is listed amongst the world’s fastest growing cities and as one of the most dynamic economies of the world. The city has not only grown in terms of its size and population, the socio-economic profile of the population has also undergone a major shift whereby the city has changed from a traditional small/ medium own of the state to a City with Cosmopolitan Culture. This shift has also resulted in improved economic capacity of the city, thereby leading to higher demands for socio-cultural needs for the city. An auditorium facility is essentially a community resource. An Auditorium can improve the quality of cultural and community life. It is estimated that there is a huge demand for good quality congregation spaces like auditoriums in not only Ghaziabad, but also in the NCR. A good auditorium can attract a huge amount of business to Ghaziabad. GDA has proposed to develop one auditorium for old town area. This auditorium will be an attempt to create a well knit physical environment in which and cultural diverse disciplines, cast, cultural and religious will have an opportunity to interact each other thereby enriching their experience.

2. Need of Project:

As per National Council for Promotion of Conventions, Delhi and NCR accounted for as much of 36% of all major conventions in the country. How ever, India accounts for less than 1% of international conventions. One of the major reasons is the lack of availability of quality Auditorias and conventiaon spaces. During the last few years major housing are being developed in and around Delhi within the NCR towns. Often these housing complexes are set up in isolation at different locations depriving people of Socio-Economic facilities, which should have been developed along-with housing.

The city lacks socio-cultural facilities and the GDA has identified a site measuring 3.5 Acres of land located at Nehru Nagar as shown in the Map. This auditorium will be an attempt to create a well knit physical and Socio cultural environment.

3. City Profile: Ghaziabad district was carved out of Meerut district in 1976 and has Ghaziabad as a Class-I city. During the partition of India, it was a class III town. With the onset of industrialisation of the surrounding areas, it became class II town in 1961 and Class I city in the 1971 census. The city has developed into a linear



and fan shaped city divided by the River Hindon. The G.T. road, the east–west corridor of the city, has the most significant population growth, on either side of the river Hindon. Growth of the Ghaziabad local body area population follows a sinusoidal graph, except for 1981 where it instead of decreasing, it went up to 112 % and then followed the previous sequence. The steep increase in growth rate during the forties was due to the refugees of partition while that of seventies was due to increase of city limits. Rajapur, an out growth of Ghaziabad Municipal Board during eighties, experienced tremendous growth during the same decade. The outgrowth finally merged into the Ghaziabad Nagar Palika Parishad area in 1994, when Ghaziabad was upgraded to a Municipal Corporation. In 1991 area of Ghaziabad Nagar Palika Parishad had 40 wards which increased to 60 wards in 2001 and the area of municipality also increased from 64 sq.km to 166 sq.km. For the 2006 local body elections, 60 wards have been delimited into 80 wards with total municipal area remaining the same of 166 sq.km. Table 4-1: Area and Population Ghaziabad City

Year Name of Area Status Area in ha Population (lakh)

Decadal Growth Rate Class Density

pph 1931 Ghaziabad MB 433 0.188 IV 43 1941 Ghaziabad MB 433 0.238 26.60 III 55 1951 Ghaziabad MB 971 0.437 83.61 III 45 1961 Ghaziabad MB 1,168 0.704 61.10 II 60

Ghaziabad MB 3,768 1.282 82.10 I 34 Railway Colony CT 054 0.089 -- V 165

1971

Ghaziabad UA UA 3,822 1.371 94.74 I 36 Ghaziabad MB 6,378 2.717 111.93 I 43 Railway Colony CT 054 0.114 28.09 IV 211 Rajapur OG 145 0.041 -- VI 28

1981

Ghaziabad UA UA 6,577 2.872 109.48 I 44 Ghaziabad MB 6,379 4.541 59.77 I 71 Railway Colony CT 54 0.107 -6.14 IV 198 Rajapur CT 600 0.469 1,043.9 III 78

1991

Ghaziabad UA UA 7,033 5.117 78.19 I 73 2001 Ghaziabad M.Corp 16,564 9.685 89.27 I 58 Source: CoI 1991, Series 25, UP Part IIA, General Population Tables; CoI 2001 (CT: census Town, M.B> Municipal Board, UA Urban Agglomeration, M.Corp= Municipal Corporation) In each decade from 1951 until 1981, more and more area got added up in the Municipal Board. Finally, when the Municipal Board of the city was upgraded to Municipal Corporation, the Municipal area had increased by 158% and the population increased by 113 % (1991-2001). The city has developed into a linear and fan shaped city divided by the River Hindon. The G.T. road, the east–west corridor of the city, had the most significant population growth, on either side of the river Hindon. Economy The economy of the town has been bi-functional – industries cum services since 1971. In the last two decades, the city developed at a very high pace and transformed into a full-fledged industrial town having distinct identity in the region, state and nation. It is one of the largest industrial cities, next to Kanpur, in Uttar Pradesh. The city is also developing linkages to the international market. The industrial development of the city is characterized by the development of medium and large-scale industries on the outskirts of the city on both sides of the river Hindon. Industrial areas include the Sahibabad Industrial Area, Rajinder Nagar Industrial Area, the Anand Industrial Estate in Trans Hindon Area (THA)



the Meerut road Industrial Area and New Kavi Nagar Industrial Area, Bulandshahar Industrial area and South Side of Bulandshahar road Industrial area in the CIS Hindon area. A number of famous major industries like Bharat Electronics Limited and UPTRON (both public sector units of Central Government), Dabur, Mohan Meakins, Gagan Vanaspati, Sri Ram Piston, Bhushan Steel and Weston Television are located in these industrial areas. The city is also an important centre for trade and commerce in western UP sub-region. Various products and equipments are supplied to the regional, national and international markets. The workforce participation rate and percentage of workers in the secondary sector are marginally declining but the size of work force in the city has maintained an increasing trend. According to 2001 census workforce participation rate is 27.6%. In terms of occupational structure, the Ghaziabad Nagar Nigam area is dominated by the tertiary (services) sector (59% in 1991) in general and specifically the other services sector (30% in 1991). Less than one third of workers are engaged in the secondary sector of which 30% workers were engaged in manufacturing sector. The household industries showed a decline in 1991, but improved in 2001. Industrial Development In terms of land use, the industrial area was 13.5 % (72ha) in 1961. As per the 1961-81 Urban Master Plan proposal, industrial land use was to grow to 32% (1,884 ha). In fact the actual development of industrial area that was recorded in 1981 was 44 % (1,909 ha). In 1984 the industrial area reduced to 30 % (1,945 ha) due to an increase in area for housing and other land uses in the city. This trend continued in nineties, when the percentage further reduced to 23.7% but the total area increased to 2,169 ha. The emerging trend is the closure of sick industries, leading to sub-division of large industrial plots or change of land use from industrial to commercial, institutional and small industries or mixed land use. New industrial development as per the Urban Master Plan 2021, has been designated in the south side of Bulandshahar road Industrial Area near Lal Kuan and the area earmarked between the abadis of Shahpur, Morta and Bhaupura to the north of Meerut road. The existing planned industrial areas are almost fully developed except for about 10% of the total planned industrial land which is unoccupied. By 1984, the city registered optimum industrial growth and sustained its growth during 1984-2001. Presently, the industrial development of the city has slowed down and it is likely to reduce further. This trend has been taken care in the revised 2021 Urban Master Plan. Future development is visualised in the housing sector. A sound economic base has been developed which needs to be maintained. URBAN DEVELOPMENT Need For Planned Development Problems with the uncontrolled development of Ghaziabad were realized as early as 1958 and the need was felt for developing the area in a planned manner. Consequently, the State Government declared an area comprising 137 nearby villages of Ghaziabad Nagar Palika and Loni town as a regulated area in addition to the respective local body areas. The Town and Country Planning Department of Uttar Pradesh prepared an Urban Master Plan for this area for the period of 1961-1981. Ghaziabad Development Area was declared in April 1977 and Ghaziabad Development Authority was constituted to execute the proposals of Master Plan. To minimize the uncontrolled increase in population of Delhi and the Delhi Metropolitan Area the priority towns in National Capital Region have a National Capital Region Planning Towns Plan for expediting



their development. Under this programme, the population assigned to Ghaziabad City for 2001 was 10.40 lakh. For this population increase, a revised Urban Master Plan was required. The Uttar Pradesh Government in February 1984 directed the Town and Country Planning Department to undertake preparation of an Urban Master Plan on priority basis. A draft of the revised Master Plan for the Ghaziabad Development Area was prepared by February 1985. The final Urban Master Plan was approved by Uttar Pradesh Government in May 1986. Master Plan – 1981-2001

Land use in (%) Table 4-2: Comparative Land use 1981-2001

S.N. Category 1981 1984 2001 (P) 2001 1 Residential 37.36 48.05 42.71 55.02 2 Commercial 1.12 0.73 3.58 3.22 3 Industrial 43.73 29.56 19.80 20.16 4 Govt-Semi Govt 2.82 1.18 5.55 3.30 5 Community Facility 0.53 0.83 1.52 3.00 6 Traffic & Transport 14.04 9.84 11.29 8.87 7 Recreation Open Spaces/Play

Grounds 0.40 9.81 15.55 6.43

Total 100 100 100 100 Developed Area in ha 4,366 5,770 10,039 8,485

Master Plan – 2001-2021 The Urban Master Plan -2021, a legal framework for development of Ghaziabad, gives an estimate of 23.77 lakh population (22.781 lakh of Ghaziabad, 0.491 lakh of Dasna and 0.50 lakh rural population) are expected to reside in the city by 2021. Annual growth rate for Master Plan population from 2001 to 2021, works out as 4.5%. Using this growth rate, the population of Ghaziabad (including Dasna and rural population ) by 2041 comes as 58.36 lakh. The Urban Master Plan further gives the land use plan for 2021 with balanced distribution of various land uses expected to develop for the estimated population. The Master Plan 2021 has adopted a gross city density of 160 pph for Ghaziabad and 110 pph for Dasna by the year 2021. The collective gross city density (Ghaziabad, Dasna and rural population) works out as 153 while the gross residential density works out as 320 pph. Residential area has been further categorised into three ranges of residential density :

• high density – more than 425 pph, • medium dentisty – 325 to 425 pph and • low density – less than 325 pph

Land uses proposed for 23.77 lakh population are as follows : Table 4-3: Proposed Land use 2021

Sectors Land use in ha % Distribution

Residential 6,975 45 Commercial 491 3 Industry 1,933 12 Public and Semi Public

1,201 8




Sectors Land use in ha % Distribution

Recreation 2,484 16 Transportation 1,392 9 Offices 501 3 Other 577** 4 Total 15,554 100 ** vacant Land and Unauthorised residential Colony

4. Project Description:

Keeping in view the growing demand of housing in Ghaziabad there is need to develop socio-cultural center in old town area. The Ghaziabad Development Authority has identified sites for the development of Auditorium.

4.1. Site Location:

Ghaziabad Development Authority has proposed the Development of a state of the art multi-purpose auditorium in Ghaziabad to be developed in PPP mode. It is expected to provide for a seating capacity of 1000 people. The Identified plot has an area of 3.5 acres.

The Proposed auditorium is to its unique concept of amalgamating multi disciplinary activities under one roof. The concept is unique and the infrastructure and facilities would be comparable required standard and norms. It will accommodate such activities as Marriages and functions, Congregations, Meetings, Indoor Sports Facilities food courts, restaurants etc. The seating capacity is expected to be for 1000 people.

The proposed site is located in a medium dense residential area of Nehru Nagar. Nehru Nagar is well connected with Hapur Road and adjacent other residential areas like Raj nagar, Shastri nagar and Kavi nagar etc.The width of the access road to the plot is 100 feet (30 m) wide.



4.1.1. Topography The terrain of the area is generaly plain with a gradual slope varying between 01-0.2 per cent.. The ground slopes from East to West. Maximum & Minimum levels of the area vary from Reduced Level 212 to 204 m. General ground water table is about 5.5 m below ground level. In general, soil is alluvial type. So the general slope of the study area is E to W direction. Due to higher ground level characteristics the site is not within the flood prone area. It was found that the last 8-10 years no flood has occurred in study area and heavy monsoon rainfall does not make any water logged and flooded condition in area. So, natural drainage is well laid in this area.

4.1.2. Climate The climate of the city is dry and intensely hot during summer and cold during winter. Intensity of heat is highest in May – June. The minimum temperature generally ranges from 7 degree C (January) to 26 degree C (May) and the maximum temperature from around 23 degree C (January) to 42 degree C (May). Westerly hot winds flow with great intensity in these months. The average rainfall is 593 mm and is generally limited to the months June to September. Dust and thunderstorms occur frequently in summer season while occasionally fog occurs in the winter. The mean air average temperature of winter is adopted 17°C for design purposes. The evaporation is 5mm per day. 4.1.3. Geology and Soils Geologically Ghaziabad forms a part of the Indo-Gangetic alluvium, which consists of sand, clay, kankar and reh. In the soil strata consists of mainly sandy soil. 4.1.4. Hydrogeology and Groundwater Levels Major part of Ghaziabad has a static water level between 5 m to 10 m BGL. Along the river, it is 3 m to 5 m BGL. But during the pre-monsoon period it varies from 7 m to 15 m BGL in CHA and under THA it remains at 3 m to 7 m BGL.

Raj Nagar

Nehru Nagar

Kavi Nagar

Patel Nagar

Hapur Road

Proposed Auditorium



4.1.5. Soil testing/ investigation (with respect to underground construction) : The general soil type of the city is sandy loamy to silty loam. 4.1.6. Electricity availability and provision: The site is located in a planned and developed Low density residential area with adequate provision of all utilities and facilities like electricity, water supply etc. 4.1.7. Site drainage: The topography of Ghaziabad city is merely east to west side. Although the site is relatively flat, adequate provision may be made to ensure proper site drainage. 4.1.8. Any barrier (like HTL) or other: The site is well marked and defined by access roads. There are no such barriers as HT Lines or others that may affect the construction within the site. 4.1.9. Air traffic control norms : The site is free from free air traffic control zone. In terms of height restriction there is no any barriers found. 4.2. Status of Land: The site identified for the development of Auditorium in Nehru Nagar is under the ownership of Ghaziabad Development Authority. 4.3. Site Approach: Main road ROW: The site approach to the proposed location for the auditorium is from the Main Nehru Nagar road which is 30 M wides. There is a 12 m wide road abutting the plot on one side which may be used as a service entry.

Land use at periphery: Land use in the area is predominantly Low rise Low density residential. There are also some Hospitals like the Yashoda Hospital near the plot. . 5. Development Controls and Regulations: The provisions of the Master Plan of Ghaziabad -2021 shall form the guiding factor for the development of Auditorium. The facility should be planned with adequate features of safety, fire safety, ventilation, power back up, maintenance, parking facility etc. 6. Justification for the Project Development Mode: The facility is proposed to be developed on Design, Build, Finance, Operate and Transfer Basis (DBFOT) under Public Private Partnership Mode where under the land will be leased for a period not exceeding 35years to be developed on BOT basis with the concession period not more than 35 years. Land use Permissibility: An auditorium is permissible subject to certain conditions in residential area as per the Master Plan of Ghaziabad-2021. The use of the facility/space as Marriage Hall or Banquet hall is permitted.

1. The new proposed development shall not bring significant impact to existing situations- water demand, drainage, sewerage, electricity, open spaces, transportation, parking etc.



2. The proposed development shall not affect the light, ventilation and privacy of the adjacent developments.

3. The new development shall not cause Noise, smoke or odor in the area.

4. The proposed development is located on the outer areas/ on edges, located on main roads, or

located in isolation.

5. The permission shall be based on the condition that the FAR and Coverage shall be the same as that of the predominant land use.

The developer needs to consider the above factors in the design process and adequately apply the same in the final design and operation of the facility. 7. Concessionaire: Concessionaire would be responsible for designing, financing, constructing, operating & maintaining the facility for the entire concession period. At the end of concession period the project site and the entire facility thereon shall transferred back to the Authority without any encumbrance and at NIL value. 8. Building(s): The concessionaire can design the building(s) in any style of their choice, the should be adequately designed to help to develop the building(s) into a major and identifiable land mark in the city and the region. 9. Conformance to bye-laws: Bidders shall ensure that the design of entire facility conforms to the provisions of Ghaziabad Master Plan -2021, Bye-laws, requirements of all statutory/regulatory bodies in respect all needful measures. FAR of 2.5 is permissible. 10. Project Approvals: Concessionaire will be responsible to obtain all approvals from local bodies, statutory & regulatory authorities in respect of Building Plan of the facility to be constructed by him. All needful work and safety measure be provided & maintained by the concessionaire during the entire concession period. For any loss of life/property or any other such accidents and claims the claims thereof shall be borne by the concessionaire, AUTHORITY is no way being responsible for the same. Developer shall arrange for the power supply requirements including D.G. set for required power back-up on its own and shall be solely responsible for all aspects related to it. The developer should ensure adequate parking facilities within the premises so that no spill over parking happens on access roads.



Financial Feasibility Introduction Awas Bandhu has invited RFP for development of Auditorium cum Commercial Complex in Ghaziabad on DBFOT basis. The proposed site for Auditorium is 3.5 Acre. Project shall be designed for capacity of 1000 people. Project Cost Total Project cost of Auditorium cum Commercial Complex is estimated to be Rs.12873 Lacs approximately. The details of the project cost are tabulated below: Sl.No Particular Amount in Rs Lacs

1 Land 5928 Site Development 73 2 Structural Cost 5191 3 Preliminary, Preoperative & Startup Expenses 118 4 Interest During Construction 1004 5 Provision for Contingencies 560 Total Project Cost 12873 Basic assumptions for estimation of the project cost are as follows:

a. Site Development/Structural Cost are based on the CPWD rates. b. Preliminary, Preoperative & Startup Expenses @ 1% of the sum of land and construction cost

(to be written off in five years starting from 1st year of operation.) c. Provision for contingencies @ 5% of the sum of land, construction cost and preoperative

expenses. d. Interest during construction is @ 13% payable quarterly. Total construction period 24 months e. Loan draw down @ 25% of the loan per quarter.

Demand Estimation

The Socio cultural facility for Ghaziabad town is earnest need for future demand. The city of Ghaziabad is a fast growing industrial city within the National Capital Region of Delhi. Ghaziabad is listed amongst the world’s fastest growing cities and as one of the most dynamic economies of the world. The city has not only grown in terms of its size and population, the socio-economic profile of the population has also undergone a major shift whereby the city has changed from a traditional small/ medium own of the state to a City with Cosmopolitan Culture. This shift has also resulted in improved economic capacity of the city, thereby leading to higher demands for socio-cultural needs for the city. According to 2001 Census the total population was 9.6 lakhs. Where as Ghaziabad has huge influence zone of Hapur, Bulandshahr for making any state level cultural centre. The preferable location for the construction of project auditorium is very much fulfilling the demand and as well as serve the requisite norm



Amenities and Facilities On the basis of permissible FAR, ground coverage and the requirements defined in the RFP document, 40%, 40% and 20% of the buildable area has been considered for sociocultural activity, recreational activity and commercial activity respectively. Financials Assumptions Basic assumption for estimation of projected revenue and expense from the project are as following:

a. FAR – 2.5 b. Permissible coverage area 40% c. Underground Parking Facility of minimum 250 ECS capacity d. Land use as following :

i) 40% of the total built up area shall be reserved for Socio-Cultural facilities. Socio Cultural facility shall have an Auditorium facility of international standards having seating capacity for at least 1000 people. The Auditorium shall be capable to be partitioned in smaller rooms when required. Other Facilities that may be included in the development are- Committee rooms, Audio Visual Rooms, Art and Exhibition gallery, Conference Hall etc

ii) 40% of the total built up area may be used for recreational facilities. The recreational facilities may include such facilities as Banquet, Club House, Indoor sports facility, Swimming pool, Guest House.

iii) To a maximum of 20% of the built up area may be used for commercial purposes including food court/ restaurant, shops, Office spaces.

e. Car Parking facility shall be provided in accordance with the applicable building bye laws. f. Development of support facilities and on site infrastructure like internal pathways, Fire

fighting and other safety arrangements, Electricity and Power backup, security, air conditioning, landscaping and other services as may be essential and required for the efficient functioning of the socio-cultural centre.

g. Debt: Equity for the project is 1.5:1. h. Interest rate 12% p.a. i. Tenure 10 years j. Construction Period is 24 months.

Based on the above assumptions profitability projections of the project was calculated for 35 years which are as following



Projected Revenue Amount in Rs. Lacs

Financial Parameter

S.No Parameter Value

1 Project IRR 14.17% 2 NPV of the revenue of 35 years discounted @ 10% Rs. 201292 Lacs 3 Break Even Year 13 years

Observation It is evident from the above table that the expected revenue from the auditorium is adequate to achieve project IRR 14.17%. Project is achieving its break even in 13 years.

REVENUE Year 5 Year 10 Year 15 Year 20 Year 25 Year 30 Year 35 Total Revenue 1579 2838 4298 6574 10143 15769 24676 EXPENSE Operational Expenses 776 525 534 805 569 601 908 PBIDT 803 2313 3764 5768 9574 15168 23768 Interest 728 66 0 0 0 0 0 Depreciation 526 390 302 233 181 140 108 PBT -451 1857 3462 5535 9393 15028 23660