Request For Proposal TOT Bundle 4

Public Private Partnership in
Tolling, Operation, Maintenance &

Transfer of Highways
International Competitive Bidding under Single Stage Bidding
Process for Project Bundle – 4 comprising of:
Jammu- Udhampur section of new NH 44 from KM 15.000 to KM 79.368 in the State of Jammu &
Kashmir
Patiala Bypass – Sangrur Bypass section of new NH 07 from KM 50.000 to KM 110.720 in the State
of Punjab
Sangrur Bypass – Tapa section of new NH 07 from KM 110.720 to KM 169.397 in the State of
Punjab
Hisar – Dabwali section of new NH 09 from KM 170.000 to KM 227.000 in the State of Haryana
Reengus – Sikar section of new NH 11 from KM 298.075 to KM 341.962 in the State of Rajasthan
Lakhnadon – Mahgaon section of new NH 07 from KM 567.550 to KM 624.480 in the State of Madhya
Pradesh
Pimpalgaon – Nashik – Gonde section of new NH 03 from KM 380.000 to KM 440.000 in the State of
Maharashtra
REQUEST FOR PROPOSAL (RFP)
BID DOCUMENT
VOLUME -I
INSTRUCTIONS TO BIDDERS
16TH October, 2019
Tolling, Operation, Maintenance & Transfer of National Highway Sections (Common for all 7 Stretches of TOT Bundle- 4)
Request for Proposal National Highways Authority of India
TABLE OF CONTENTS
S. No. Contents Page No.

Notice inviting Bids 5
Disclaimer 7
Glossary 9
1 Introduction 10
1.1 Background 10
1.2 Brief description of Selection process 11
1.3 Schedule of Selection process 14
2 Instructions to Bidders 15
A General 15
2.1 General terms of Selection Process 15
2.2 Eligibility and qualification requirement of Bidder 19
2.3 Proprietary Data 24
2.4 Cost of Bidding 24
2.5 Site visit and verification of information 25
2.6 Verification and Disqualification 25
B Documents 27
2.7 Contents of the RFP 27
2.8 Clarifications 28
2.9 Amendment of RFP 28
C Preparation and Submission of Bids 29

2.10 Format and Signing of Bid 29
2.11 Documents comprising Technical and Financial Bid 29
2.12 Bid Due Date 31
2.13 Late Bid 31
2.14 Procedure of e-tendering 32
2.15 Online opening of Bids 33
2.16 Rejection of Bids 33
2.17 Validity of Bids 33
2.18 Confidentiality 33
Tolling, Operation, Maintenance & Transfer of National Highway Sections (Common for all 7 Stretches of TOT Bundle- 4) 2
2.19 Correspondence with the Bidder 34
D Bid Security 35
2.20 Bid Security 35
3 Evaluation of Technical Bids and Opening & Evaluation of 37

Financial Bids
3.1 Evaluation of Technical Bids 37
3.2 Test of Responsiveness 37
3.3 Deleted 38
3.4 Details of Experience 38
3.5 Financial Information for Purposes of Evaluation 39
3.6 Opening and Evaluation of Financial Bids 38
3.7 Selection of Bidder 39
3.8 Contacts during Bid Evaluation 40
3.9 Correspondence with Bidder 40
4 Fraud and Corrupt Practices 41
5 Pre-Bid Conference 43
6 Miscellaneous 44
Appendices
IA Letter comprising the Technical & Financial Bid 45
IB Declaration of O&M Contractor 50
IC Letter Comprising Financial Bid 51
Annexure of Appendix 1A 53
I Details of Bidder 53
II Financial Capacity of the bidder 55
III Details of Projects of O&M Contractor 57
IV Statement of legal capacity 58
V Guidelines of the Department of Disinvestment 59
Appendices (continued)
II Bank Guarantee for Bid Security 61
III Format for Power of Attorney for submission of Application and
64
Bid
IV Format for Power of Attorney for Lead Member of Consortium 66
V Format for Joint Bidding Agreement for Consortium 68
VI Integrity Pact 73
VII Year Wise Distribution of Initial Estimated Concession 80
Value of authority
National Highways Authority of India

G 5 & 6, Dwarka Sector-10, New Delhi-110075
Notice Inviting Bid
Bid/ Package no: NHAI/13013/CO/2018-19/TOT/ 4 Dated : 16/10/2019
RFP for Projects comprising of 7 National Highway stretches (Bundle 4) on Toll Operate Transfer
(TOT) Mode
The Government of India had entrusted to the Authority the Tolling, Operation and Maintenance of
the National Highway sections given in the table below (the “Project Bundle”). The Authority
had resolved to undertake the Tolling, Operation and Maintenance of the existing roads as given in
the table below on Toll Operate Transfer (TOT) basis, and has decided to carry out the Bidding
Process for selection of a private entity as the Bidder to whom all the projects in the bundle may be
awarded. Brief particulars of the projects in the bundle are as follows:
Initial Estimated
Length
Project Name Concession Value of
(Kms)
Authority1 (INR Cr)
Jammu- Udhampur section of new NH 44 from KM 15.000 to
KM 79.368 in the State of Jammu & Kashmir. 64.368
Patiala Bypass – Sangrur Bypass section of new NH 07 from 60.720

KM 50.000 to KM 110.720 in the State of Punjab
Sangrur Bypass – Tapa section of new NH 07 from KM 110.720
58.677
to KM 169.397 in the State of Punjab
Hisar – Dabwali section of new NH 09 from KM 170.000 to KM
57.000 Rs. 4,170.31 Cr.
227.000 in the State of Haryana.
Reengus – Sikar section of new NH 11 from KM 298.075 to KM
43.887
341.962 in the State of Rajasthan
Lakhnadon – Mahgaon section of new NH 07 from KM 567.550
56.930
to KM 624.480 in the State of Madhya Pradesh
Pimpalgaon – Nashik – Gonde section of new NH 03 from KM
60.000
380.000 to KM 440.000 in the State of Maharashtra
Total 401.582
1
Initial Estimated Concession Value of the Authority ” shall mean the discounted value (discounted at a rate equal to
3% (three percent) above the Bank Rate for debt and a normative rate 15% for equity return) ) of the net free Cashflow
expected to be generated by the Project road from the valuation date until end of concession period of 30 years; as
estimated by the Authority. The year wise distribution of the Initial Estimated Concession Value of Authority is
enclosed in Appendix VII
The complete Bid document can be viewed / downloaded from the official portal of NHAI
https://www.nhai.gov.in or e-procurement portal of NHAI https://etenders.gov.in from 16/10/2019 to
14/01/2020 (up to 1100 Hrs. IST). Bid must be submitted online only at https://etenders.gov.in during
the validity of registration with the NHAI e-Tendering Portal being managed by National Informatics
Centre (NIC), i.e. http://etenders.gov.in on or before 14/01/2020 (up to 1100 hours IST). Bids received
online shall be opened on 15/01/2020 (at 1130 hours IST) Bid through any other mode shall not be
entertained. Bidder shall be required to submit original of the documents such as Bid Security, Power
of Attorney and Joint Bidding Agreement etc. after declaration of bid evaluation result by Authority.
Bidders (including all of its joint venture members) failing to physically submit the original documents
shall be unconditionally debarred from bidding in NHAI projects for a period of 5 years from the date
of issue of debarment notice. Please note that the Authority reserves the right to accept or reject all or
any of the Bids without assigning any reason whatsoever.
Thanking you,
Yours faithfully,
Rajneesh Kapoor
General Manager (Commercial Operations)
National Highways Authority of India,
G 5&6, Sector 10, Dwarka
New Delhi 110075
Email: [email protected]
Tel. No. +91- 11-24074100 (Ext.-1004)
Mobile: +91- 9818208634
DISCLAIMER
The information contained in this Request for Proposal document (the “RFP”) or subsequently
provided to Bidder(s), whether verbally or in documentary or any other form by or on behalf of
the Authority or any of its employees or advisors, is provided to Bidder(s) on the terms and
conditions set out in this RFP and such other terms and conditions subject to which such
information is provided.
This RFP is not an Agreement and is neither an offer nor invitation by the Authority to the
prospective Bidders or any other person. The purpose of this RFP is to provide interested parties
with information that may be useful to them in making their financial offers (Bids) pursuant to this
RFP. This RFP includes statements, which reflect various assumptions and assessments
arrived at by the Authority in relation to the project(s). Such assumptions, assessments and
statements do not purport to contain all the information that each Bidder may require. This RFP
may not be appropriate for all persons, and it is not possible for the Authority, its employees or
advisors to consider the investment objectives, financial situation and particular needs of each
party who reads or uses this RFP. The assumptions, assessments, statements and information
contained in the Bidding Documents, may not be complete, accurate, adequate or correct. Each
Bidder should, therefore, conduct its own investigations and analysis and should check the
accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments,
statements and information contained in this RFP and obtain independent advice from appropriate
sources.
Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of which
may depend upon interpretation of law. The information given is not intended to be an exhaustive
account of statutory requirements and should not be regarded as a complete or authoritative
statement of law. The Authority accepts no responsibility for the accuracy or otherwise for any
interpretation or opinion on law expressed herein.
The Authority, its employees and advisors make no representation or warranty and shall have no
liability to any person, including any Bidder or Bidder under any law, statute, rules or regulations
or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or
expense which may arise from or be incurred or suffered on account of anything contained in
this RFP or otherwise, including the accuracy, adequacy, correctness, completeness or
reliability of the RFP and any assessment, assumption, statement or information contained therein
or deemed to form part of this RFP or arising in any way for participation in this Bid Stage.
The Authority also accepts no liability of any nature whether resulting from negligence or
otherwise howsoever caused arising from reliance of any Bidder upon the statements contained in
this RFP. The Authority may in its absolute discretion, but without being under any obligation to
do so, update, amend or supplement the information, assessment or assumptions contained in this
RFP.
The issue of this RFP does not imply that the Authority is bound to select a Bidder or to appoint
the Selected Bidder JV, as the case may be, for the project(s) and the Authority reserves the right to
reject all or any of the Bidders or Bids without assigning any reason whatsoever.
The Bidder shall bear all its costs associated with or relating to the preparation and submission of
its Bid including but not limited to preparation, copying, postage, delivery fees, expenses
associated with any demonstrations or presentations which may be required by the Authority or any
other costs incurred in connection with or relating to its Bid. All such costs and expenses will
remain with the Bidder and the Authority shall not be liable in any manner whatsoever for the same
or for any other costs or other expenses incurred by a Bidder in preparation or submission of the
Bid, regardless of the conduct or outcome of the Bidding Process.
GLOSSARY
Associate As defined in Clause 2.1.18

Agreement As defined in Clause 1.1.4
Authority As defined in Clause 1.1.1
Bank Guarantee As defined in Clause 2.20.1
Bid(s) As defined in Clause 1.2.2
Bidders As defined in Clause 1.2.2
Bidding Documents As defined in Clause 1.1.6
Bidding Process As defined in Clause 1.2.1
Bid Security As defined in Clause 1.2.4
Bid Concession Fee As defined in Clause 1.2.6
Concession As defined in Clause 1.1.4
Concession Agreement As defined in Clause 1.1.2
Concessionaire As defined in Clause 1.1.2
Conflict of Interest As defined in Clause 2.2.1(c)
Consortium As defined in Clause 2.2.1(a)
Demand Draft As defined in Clause 2.20.2
Estimated Concession Value As defined in Clause 1.1.3
Government Government of India
Highest Bidder As defined in Clause 1.2.6
Bid Due Date As defined in Clause 1.1.6
LOA As defined in Clause 3.7.4
Project Bundle As defined in Clause 1.1.1
Re. or Rs. or INR Indian Rupee
RFP or Request for Proposal As defined in the Disclaimer
Selected Bidder As defined in Clause 3.7.1
The words and expressions beginning with capital letters and defined in this document shall, unless
repugnant to the context, have the meaning ascribed thereto herein.

G 5&6, Sector10, Dwarka, New Delhi 110075
SECTION 1
INTRODUCTION
1.1. Background
1.1.1 The National Highways Authority of India represented by Chairman (the “Authority”)
is engaged in the Operations and Maintenance of National Highways and as part of this
endeavour, the Authority has decided to undertake Tolling, Operations and
Maintenance of the “National Highways” project Bundle- 4 (the “Project Bundle”)
through Public Private Partnership (the “PPP”) on Toll, Operate and Transfer (the
“TOT”) basis for a period of 30 years, and has decided to carry out the bidding process
for selection of a private entity as the Bidder to whom all the projects in the bundle
may be awarded. A brief description of the projects in the bundle may be seen in the
Information Memorandum of the projects at the Authority’s website
https://www.nhai.gov.in/ or https://etenders.gov.in. Brief particulars of the projects in
the bundle are as follows:
Initial Estimated
Project Length
Concession Value of
Name (Kms)
Authority (Rs. Crore)
Jammu- Udhampur section of new NH 44 from KM 15.000 to
KM 79.368 in the State of Jammu & Kashmir. 64.368
Patiala Bypass – Sangrur Bypass section of new NH 07 from 60.720
KM 50.000 to KM 110.720 in the State of Punjab
Sangrur Bypass – Tapa section of new NH 07 from KM 58.677
4,170.31
110.720 to KM 169.397 in the State of Punjab
Hisar – Dabwali section of new NH 09 from KM 170.000 to 57.000
KM 227.000 in the State of Haryana.
Reengus – Sikar section of new NH 11 from KM 298.075 to 43.887
KM 341.962 in the State of Rajasthan
Lakhnadon – Mahgaon section of new NH 07 from KM 56.930
567.550 to KM 624.480 in the State of Madhya Pradesh
Pimpalgaon – Nashik – Gonde section of new NH 03 from KM 60.000
380.000 to KM 440.000 in the State of Maharastra
Total 401.582
1.1.2 The Selected Bidder, who is either a company incorporated under the Companies Act,
1956/2013 or its substitute thereof or undertakes to incorporate as such prior to
execution of the concession agreement (the “Concessionaire”), shall be responsible for
operation and maintenance of the projects under and in accordance with the provisions
of a long-term concession agreement (the “Concession Agreement”) to be entered
into between the Concessionaire and the Authority in the form provided by the
Authority as part of the Bidding Documents pursuant hereto.
The scope of work will broadly include Tolling, Operation, Management, Maintenance
and Transfer of the Project Highways subject to and in accordance with the provisions
of this Agreement; and Performance and fulfilment of all other obligations of the
Concessionaire in accordance with the provisions of this Agreement and matters
incidental thereto or necessary for the performance of any or all of the obligations of
the Concessionaire under this Agreement.
1.1.3 The Estimated Concession Value of each project (the “Initial Estimated Concession
Value of Authority”) has been specified in the clause 1.1.1 above. The assessment of
actual Concession Fee, however, will have to be made by the Bidders.
1.1.4 The Concession Agreement for each project sets forth the detailed terms and conditions
for grant of the concession to the Concessionaire, including the scope of the
Concessionaire’s services and obligations (the “Concession”).
1.1.5 The statements and explanations contained in this RFP are intended to provide a better
understanding to the Bidders about the subject matter of this RFP and should not be
construed or interpreted as limiting in any way or manner the scope of services and
obligations of the Concessionaire set forth in the Concession Agreement or the
Authority’s rights to amend, alter, change, supplement or clarify the scope of work, the
Concession to be awarded pursuant to this RFP or the terms thereof or herein
contained. Consequently, any omissions, conflicts or contradictions in the Bidding
Documents including this RFP are to be noted, interpreted and applied appropriately to
give effect to this intent, and no claims on that account shall be entertained by the
Authority.
1.1.6 The Authority shall receive Bids pursuant to this RFP in accordance with the terms set
forth in this RFP and other documents to be provided by the Authority pursuant to this
RFP (collectively the “Bidding Documents”), and all Bids shall be prepared and
submitted in accordance with such terms on or before the Bid Due Date specified in
Clause 1.3 for submission of Bids (the “Bid Due Date”).
1.2. Brief description of Bidding Process
1.2.1 The Authority has adopted a single stage two- part system (referred to as the “Bidding
Process”) for selection of the Bidder for award of the Project. Under this process, the
bid shall be invited under two parts. Prior to or along with the Bid, the Bidder shall pay
to the Authority a sum of Rs. 4,20,000. (Rupees Four Lakh Twenty Thousand only) as
the cost of the RFP process. Eligibility and qualification of the Bidder will be first
examined based on the details submitted under first part (Technical Bid) with respect to
eligibility and qualifications criteria prescribed in this RFP. (The “Bidder”, which
expression shall, unless repugnant to the context, include the members of the Joint
Venture). The Financial Bid under the second part shall be opened of only those
Bidders whose Technical Bids are responsive to eligibility and qualifications
requirements as per this RFP.
GOI has issued guidelines (see Annexure V of Appendix-1A of RFP) for qualification
of bidders seeking to acquire stakes in any public sector enterprise through the process
of disinvestment. These guidelines shall apply mutatis mutandis to this Bidding
Process. The Authority shall be entitled to disqualify any Bidder in accordance with
the aforesaid guidelines at any stage of the Bidding Process. Bidders must satisfy
themselves that they are qualified to bid, and should give an undertaking to this effect
in the form at Appendix-IA.
1.2.2 Interested bidders (“Bidders”) are being called upon to submit their Bid in accordance
with the terms specified in this Bidding Document. The Bid shall be valid for a period
of 120 days from the date specified in Clause 1.3 for submission of Bids (the “Bid Due
Date”).
1.2.3 The complete Bidding Documents including the draft Agreements for each Project in
the bundle are enclosed for the Bidders. The Detailed Report containing the Asset
Condition Survey (Highway, Pavement, Structures and Roadside furniture), Road
Safety Report, Detailed Cost estimates, O&M Manuals, Traffic Studies, Soil and
material investigations, Design of overlay/ rehabilitation strategies prepared by the
Authority/ consultants of the Authority are also enclosed for guidance purposes only.
Subject to the provisions of Clause 2.1.3, the aforesaid documents and any addenda
issued subsequent to this RFP Document, will be deemed to form part of the Bidding
Documents.
1.2.4 Bidder is required to deposit, along with its Bid, a Bid Security of Rs. 41.70 Cr.
(Rupees Forty One Crore Seventy Lakh only) (the “Bid Security”), refundable not later
than 240 (Two hundred & forty) days from the Bid Due Date, except in the case of the
Selected Bidder whose Bid Security shall be retained till it has provided a Performance
Security under the Agreement. The Bidders will have an option to provide Bid Security
in the form of a demand draft or a bank guarantee acceptable to the Authority, and in
such event, the validity period of the bank guarantee shall not be less than 120 (one
hundred and twenty) days from the Bid Due Date and a claim period of 120 (one
hundred and twenty) days, and may be extended as may be mutually agreed between
the Authority and the Bidder and upon receipt of written approval from the bank from
time to time and that of the demand draft shall not be less than 120 (one hundred and
twenty) days from the Bid Due Date. In case of Bid Security submitted through
Demand Draft, Demand Draft must reach the office of concerned officer mentioned in
Clause 2.11.4 on or before 1100 Hrs IST on Bid Due Date (i.e. 14.01.2020).
For the purpose of clarification, the Bid Security shall generally be a sum total of 1%
of the Initial Estimated Concession Value of Authority for each Project in the bundle.
For avoidance of doubt, it is hereby clarified that a single bank guarantee as Bid
Security for entire bundle, equivalent to 1% of IECV of project bundle, is required to
be provided by the Bidders.
1.2.5 During the Bid Stage, Bidders are advised to examine the projects in greater detail, and
to carry out, at their cost, such studies as may be required for submitting their
respective Bids for award of the contract including implementation of the projects.
1.2.6 Single Concessionaire shall be selected for all projects in the bundle on the basis of the
Highest total upfront Concession Fee (the sum of “Bid Concession Fee” for each
project in the bundle). The Bid Concession Fee for a project would be summation of
Net Present Value (NPV) of Net free Cash Flow as estimated by the Concessionaire
during the Entire Concession Period at the concessionaire’s own discount rate. Sum of
Bid Concession Fee for all the projects in the bundle would be considered for selection
of Concessionaire. The Concession Period is pre-determined, as indicated in the
Concession Agreement. The Bid Concession Fee shall constitute the sole criteria for
evaluation of Bids. Subject to Clause 2.16, all the projects in the bundle may be
awarded to the Bidder quoting the highest total Bid Concession Fee. Concession fee for
individual projects in the bundle would be calculated by dividing the total Bid
Concession Fee for the Project Bundle in the proportion of IECV for individual
projects.
In this RFP, the term “Highest Bidder” shall mean the Bidder who is quoting the highest
total Bid Concession Fee for the Project Bundle.
1.2.7 Generally, the Highest Bidder shall be the Selected Bidder. The remaining Bidders
shall be kept in reserve and may, in accordance with the process specified in Clause 3
of this RFP, be invited to match the Bid submitted by the Highest Bidder in case such
Highest Bidder withdraws or could not submit original of documents mentioned in
Clause 2.11.2 or is not selected for any reason. In the event that none of the other
Bidders match the Bid of the Highest Bidder, the Authority may, in its discretion,
either invite fresh Bids from the remaining Bidders or annul the Bidding Process.
1.2.8 The Concessionaire shall be entitled to levy and charge a user fee from users of all the
projects in the bundle.
1.2.9 Other details of the process to be followed under this bidding process and the terms
thereof are spelt out in this RFP.
1.2.10 Any queries or request for additional information concerning this RFP shall be
submitted by e-mail to the officer designated in Clause 2.11.4 below with
identification/ title: “Queries / Request for Additional Information: RFP for Projects
comprising of 7 National Highway stretches (Bundle 4) on Toll Operate Transfer
(TOT) Mode.”
1.3. Schedule of Selection process

The Authority shall endeavour to adhere to the following schedule:
Sl. No. Event Description Date
1. Invitation of RFP (NIT) 16/10/2019
2. Last date for receiving queries 06/11/2019
Pre-Bid meeting at venue mentioned at 13/11/2019
3. Clause 2.11.4
4. Authority response to queries latest by 27/11/2019
5. Last date for submission of Bids 14/01/2020
Opening of Technical Bids at venue 15/01/2020 at 11.30 Hrs.
7. provided in Clause 2.11.4
8. Declaration of eligible / qualified bidders within 15 days from Bid Due Date
9. Opening of Financial Bid within 25 days from Bid Due Date
Physical Submission of documents Will be notified by the Authority
10.
mentioned in clause 2.11.2
11. Letter of Award (LOA) Within 40 days of Bid Due Date
12. Validity of Bid 120 days from Bid Due Date
13. Signing of Agreement Within 70 days of Bid Due Date
SECTION-2
INSTRUCTIONS TO BIDDERS
A. GENERAL
2.1 General terms of Selection process
2.1.1 No Bidder shall submit more than one Bid for the Project Bundle. A Bidder bidding
individually or as a member of a Consortium shall not be entitled to submit another Bid
either individually or as a member of any Consortium, as the case may be.
2.1.2 An international Bidder bidding individually or as a member of a Consortium shall

ensure that Power of Attorney is legalized/apostille by appropriate authority notarized
in the jurisdiction where the Power of Attorney is being issued and requirement of
Indian Stamp Act is duly fulfilled.
2.1.3 The Detailed Report containing the Asset Condition Survey (Highway, Pavement,
Structures and Roadside furniture), Road Safety Report, Detailed Cost estimates, O&M
Manuals, Traffic Studies, Soil and material investigations, Design of overlay/
rehabilitation strategies of the projects are being provided only as a preliminary
reference document by way of assistance to the Bidders who are expected to carry out
their own surveys, investigations and other detailed examination of the projects before
submitting their Bids. Nothing contained in the aforementioned Detailed Report shall
be binding on the Authority nor confer any right on the Bidders, and the Authority
shall have no liability whatsoever in relation to or arising out of any or all contents of
these reports.
2.1.4 Notwithstanding anything to the contrary contained in this RFP, the detailed terms
specified in the draft concession agreement shall have overriding effect; provided,
however, that any conditions or obligations imposed on the Bidder hereunder shall
continue to have effect in addition to its obligations under the Concession Agreement.
2.1.5 The Bid shall be furnished in the format exactly as per Appendix-I i.e. Technical and
Financial Bid as per Appendix IA and Appendix IC respectively. Bid Concession Fee
amount shall be indicated clearly in both figures and words, in Indian Rupees in
prescribed format of Financial Bid and it will be signed by the Bidder’s authorised
signatory. In the event of any difference between figures and words, the amount
indicated in words shall be taken into account.
2.1.6 The Bidder shall upload a Bid Security of Rs. 41.70 Cr. (Rupees Forty One Crore
Seventy lakh only) (the "Bid Security"). Bidder shall be required to submit original
BID Security after declaration of bid evaluation result by the Authority in accordance
with the provisions of this RFP. The Bidder has the option to provide the Bid Security
either as a Demand Draft or in the form of a Bank Guarantee acceptable to the
Authority, as per format at Appendix-II. The Bidders shall also submit proof of
payment of Rs. 4,20,000/- (Rupees Four Lakh twenty Thousand only) towards cost of
bid document.
2.1.7 The validity period of the Bank Guarantee, shall not be less than 120 (one hundred and
twenty) days from the Bid Due Date and a claim period of 120 (one hundred and
twenty) days, and may be extended as may be mutually agreed between the Authority
and the Bidder and upon receipt of written approval from the bank. The Bid shall be
summarily rejected if it is not accompanied by the Bid Security. The Bid Security shall
be refundable no later than 240 (Two hundred and forty) days from the Bid Due Date
except in the case of the Selected Bidder whose Bid Security shall be retained till it has
provided a Performance Security under the Agreement.
2.1.8 The Bidder should upload a Power of Attorney as per the format at Appendix-III,
authorising the signatory of the Bid to commit the Bidder. Bidder shall be required to
submit original Power of Attorney after declaration of bid evaluation result by the
Authority.
2.1.9 In case the Bidder is a Consortium, the Members thereof should upload a Power of
Attorney in favour of any Member, such Member shall thereafter be identified as the
Lead Member, in the format at Appendix – IV€. In case the Bidder is a Consortium,
Joint Bidding Agreement in the format at Appendix V shall be submitted by the bidder.
Bidder shall be required to submit original Power of Attorney in favour of the Lead
Member after declaration of bid evaluation result by the Authority.
2.1.10 Any condition or qualification or any other stipulation contained in the Bid shall render
the Bid liable to rejection as a non-responsive Bid.
2.1.11 The Bid and all communications in relation to or concerning the Bidding Documents,
and the Bid shall be in English language.
2.1.12 The Bidding documents including this RFP and all attached documents, provided by
the Authority are and shall remain or become the property of the Authority and are
transmitted to the Bidders solely for the purpose of preparation and the submission of a
Bid in accordance herewith. Bidders are to treat all information as strictly confidential
and shall not use it for any purpose other than for preparation and submission of their
Bid. The provisions of this Clause 2.1.12 shall also apply mutatis mutandis to Bids and
all other documents submitted by the Bidders, and the Authority will not return to the
Bidders any Bid, document or any information provided along therewith.
€
In case of a Consortium, the Members should upload a Power of Attorney in favour of the any Member as per the format as Appendix-IV.
Such Member shall thereafter be identified as the Lead Member. The Lead Member should upload a power of Attorney as per the format in
Appendix-III, authorising the signatory of the Application. Members of the Consortium of need not upload Power of Attorney as per the
format at Appendix-III, authorising the signatory of the Application
2.1.13 This RFP is not transferable.
2.1.14 Any award of projects in the bundle pursuant to this RFP shall be subject to the terms
of Bidding Documents and also fulfilling the criterion as mentioned in clause 2.2.
2.1.15 Where the Bidder is a single entity, it shall be required to form an appropriate Special
Purpose Vehicle, incorporated under the Indian Companies Act 2013 (the “SPV”), to
execute the Concession Agreement and implement the project(s) in the bundle. In case
the Bidder is a Consortium, it shall, in addition to forming an SPV, comply with the
following additional requirements:
a) Number of members in a consortium shall not exceed 6 (six), but information

sought in the Bid may be restricted to 4 (four) members in the order of their equity
contribution;
b) subject to the provisions of clause (a) above, the Bid should contain the information
required for each member of the Consortium
c) members of the Consortium shall nominate one member as the lead member (the
“Lead Member”), who shall have an equity share holding of at least 26% (twenty
six per cent) of the paid up and subscribed equity of the SPV. The nomination(s)
shall be supported by a Power of Attorney, as per the format at Appendix-III,
signed by all the other members of the Consortium
d) the Bid should include a brief description of the roles and responsibilities of
individual members, particularly with reference to financial, technical and O&M
obligations;
e) an individual Bidder cannot at the same time be member of a Consortium applying

RFP. Further, a member of a particular Bidder Consortium cannot be member of
any other Bidder Consortium applying for RFP;
f) members of the Consortium shall form an appropriate SPV to execute the projects
in the bundle, if awarded to the Consortium;
g) members of the Consortium shall enter into a binding Joint Bidding Agreement,
substantially in the form specified at Appendix-V (the “Jt. Bidding Agreement”),
for the purpose of submitting Bid. The Jt. Bidding Agreement, to be uploaded along
with the Application, shall, inter alia:
(i) convey the intent to form an SPV, solely for the purpose of domiciling the
Project(s) and no other purpose, with shareholding/ ownership equity
commitment(s) in accordance with this RFP, which would enter into the
Concession Agreement and subsequently perform all the obligations of the
Concessionaire in terms of the Concession Agreement, in case the concession

to undertake the projects is awarded to the Consortium;
(ii) clearly outline the proposed roles and responsibilities, if any, of each
member;
(iii) commit the minimum equity stake to be held by each member;
(iv) commit a minimum equity holding requirement for the members as per
Clause 2.2.2 (B)
(v) mandate members of the Consortium to undertake that they shall collectively
hold at least 51% (fifty one per cent) of the subscribed and paid up equity of the
SPV at all times until the second anniversary of the Appointed Date of each of
the project under the bundle; and
(vi) include a statement to the effect that all members of the Consortium shall be
liable jointly and severally for all obligations of the Concessionaire in relation to
each of the project until the Financial Close of each of the project is achieved in
accordance with the respective Concession Agreement; and
h) except as provided under this RFP and the Bidding Documents, there shall not be
any amendment to the Jt. Bidding Agreement without the prior written consent of
the Authority.
2.1.16 Any entity which has been barred by the Central/ State Government, or any entity
controlled by it, from participating in any project (BOT or otherwise), and the bar subsists
as on the date of Bid, would not be eligible to submit a Bid , either individually or as
member of a Consortium.
2.1.17 A Bidder including any Consortium Member or Associate should, in the last 3 (three) years,
have neither failed to perform on any contract, as evidenced by imposition of a penalty by
an arbitral or judicial authority or a judicial pronouncement or arbitration award against the
Bidder, Consortium Member or Associate, as the case may be, nor has been expelled from
any project or contract by any public entity nor have had any contract terminated any public
entity for breach by such Bidder, Consortium Member or Associate.
Authority would place sole reliance on the certification provided by the Bidder in this
regard in its letter comprising the Technical Bid.
During the bidding process and prior to execution of the Concession Agreements for all
projects in the bundle, any default by the Concessionaire under this RFP shall entitle
the Authority to cancel the entire Project bundle. Upon such cancellation, the provisions
of Clause 1.2.7 of this RFP shall apply.
2.1.18 In computing the Technical Capacity and Net Worth of the Bidder/ Consortium
Members under Clauses 2.2.2, 2.2.3 and 3.4, the Technical Capacity and Net Worth of
their respective Associates would also be eligible hereunder.
For purposes of this RFP, Associate means, in relation to the Bidder/ Consortium
Member, a person who controls, is controlled by, or is under the common control with
such Bidder/ Consortium Member (the “Associate”). As used in this definition, the
expression “control” means, with respect to a person which is a company or
corporation, the ownership, directly or indirectly, of more than 50% (fifty per cent) of
the voting shares of such person, and with respect to a person which is not a company
or corporation, the power to direct the management and policies of such person by
operation of law or contract.
It is clarified that a certificate from a qualified external auditor who audits the book of
accounts of the Bidder or the Consortium Member shall be provided to demonstrate that a
person is an Associate of the Bidder or the Consortium as the case may be.
2.1.19 The following conditions shall be adhered to while submitting a Bid:
a) Bidders should attach clearly marked and referenced continuation sheets in the
event that the space provided in the prescribed forms in the Annexes is
insufficient. Alternatively, Bidders may format the prescribed forms making
due provision for incorporation of the requested information;
b) information supplied by a Bidder (or other constituent Member if the Bidder is a

Consortium) must apply to the Bidder, Member or Associate named in the Bid
and not, unless specifically requested, to other associated companies or firms;
c) in responding to the RFP submissions, Bidders should demonstrate their

capabilities in accordance with Clause 3.1 below; and
d) in case the Bidder is a Consortium, each Member should substantially satisfy

the RFP requirements to the extent specified herein.
2.1.20 Clearance from national security and public interest perspective –

While bidding is open to persons from any country, in the event, the Bidder/any of the
consortium members is a foreign entity, then the Authority may seek approval of the
Competent Authority from national security and public interest perspective, if the Bidders
come from countries of concern as per extant Government guidelines. The decision of the
Authority in this behalf shall be final and conclusive and binding on the Bidder.
2.1.21 Notwithstanding anything to the contrary contained herein, in the event that the Bid Due
Date falls within three months of the closing of the latest financial year of a Bidder, it shall
ignore such financial year for the purposes of its Application and furnish all its information
and certification with reference to the 5 (five) years or 1 (one) year, as the case may be,
preceding its latest financial year. For the avoidance of doubt, financial year shall, for the
purposes of an Application hereunder, mean the accounting year followed by the
Bidder in the course of its normal business.
2.2 Eligibility and qualification requirements of Bidder
2.2.1 For determining the eligibility of Bidder the following shall apply:
a) The Bidder may be a single entity or a group of entities (the “Consortium”), coming
together to implement the projects. However, no Bidder applying individually or as
a member of a Consortium, as the case may be, can be member of another Bidder.
The term Bidder used herein would apply to both a single entity and a Consortium.
b) Bidder may be a natural person, private entity, or any combination of them with a
formal intent to enter into a Joint Bidding Agreement or under an existing
agreement to form a Consortium. A Consortium shall be eligible for consideration
subject to the conditions set out in Clause 2.1.15.
c) A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that affects
the Bidding Process. Any Bidder found to have a Conflict of Interest shall be
disqualified. In the event of disqualification, the Authority shall be entitled to
forfeit and appropriate 5% of the value of the Bid Security or equivalent amount
from the Performance Security, as the case may be, as mutually agreed genuine pre-
estimated loss and damage likely to be suffered and incurred by the Authority and
not by way of penalty for, inter alia, the time, cost and effort of the Authority,
including consideration of such Bidder’s proposal (the “Damages”), without
prejudice to any other right or remedy that may be available to the Authority under
the Bidding Documents and/or the Concession Agreement or otherwise. Without
limiting the generality of the above, a Bidder shall be deemed to have a Conflict of
Interest affecting the Bidding Process, if
(i) The Bidder, its Member or Associate (or any constituent thereof) and any other
Bidder, its Member or any Associate thereof (or any constituent thereof) have
common controlling shareholders or other ownership interest; provided that this
disqualification shall not apply in cases where the direct or indirect shareholding of
a Bidder, its Member or an Associate thereof (or any shareholder thereof having a
shareholding of not more than 25% (twenty five per cent) of the paid up and
subscribed capital; of such Bidder, Member or Associate, as the case may be)
in the other Bidder, its Member or Associate, is not more than 25% (Twenty
five per cent) of the subscribed and paid up equity share capital thereof;
provided further that this disqualification shall not apply to any ownership by a
bank, insurance company, pension fund or a public financial institution referred
to in section 4A of the Companies Act, 1956/2013. For the purposes of this
Clause 2.2.1(c), indirect shareholding held through one or more intermediate

persons shall be computed as follows: (aa) where any intermediary is controlled
by a person through management control or otherwise, the entire shareholding
held by such controlled intermediary in any other person (the “Subject Person”)
shall be taken into account for computing the shareholding of such controlling
person in the Subject Person; and (bb) subject always to sub-clause (aa) above,
where a person does not exercise control over an intermediary, which has
shareholding in the Subject Person, the computation of indirect shareholding of
such person in the Subject Person shall be undertaken on a proportionate basis;
provided, however, that no such shareholding shall be reckoned under this sub-
clause (bb) if the shareholding of such person in the intermediary is less than
26% of the subscribed and paid up equity shareholding of such intermediary; or
(ii) a constituent of such Bidder is also a constituent of another Bidder; or
(iii) such Bidder, its Member or any Associate thereof receives or has received any
direct or indirect subsidy, grant, concessional loan or subordinated debt from
any other Bidder, its Member or Associate, or has provided any such subsidy,
grant, concessional loan or subordinated debt to any other Bidder, its Member
or any Associate thereof; or
(iv) such Bidder has the same legal representative for purposes of this Bid as any
other Bidder; or
(v) such Bidder, or any Associate thereof, has a relationship with another Bidder, or
any Associate thereof, directly or through common third party/ parties, that puts
either or both of them in a position to have access to each other’s’ information
about, or to influence the Bid of either or each other; or
(vi) such Bidder or any Associate thereof has participated as a consultant to the
Authority in the preparation of any documents, design or technical
specifications of the project(s).
(vii) such Bidder or any Associate thereof has appointed any official of the
Authority, any official of the Ministry of Road Transport & Highways,
Technical Advisors of Authority for the project(s), Legal Advisors of Authority
for the project(s), Financial Advisors of Authority for the project(s), dealing
with the project(s), within a period of 1 years from the date of award of the
project(s) to that Bidder.
Explanation:
In case a Bidder is a Consortium, then the term Bidder as used in this Clause 2.2, shall
include each Member of such Consortium.
d) A Bidder shall be liable for disqualification and forfeiture of Bid Security if any
legal, financial or technical adviser of the Authority in relation to the project(s) is
engaged by the Bidder, its Members or any Associate thereof, as the case may be,
in any manner for matters related to or incidental to project(s) during the Bidding
Process or subsequent to the (i) issue of the LOA or (ii) execution of the
Concession Agreement. In the event any such adviser is engaged by the Selected
Bidder or Concessionaire, as the case may be, after issue of the LOA or execution
of the Concession Agreement for matters related or incidental to the project(s), then
notwithstanding anything to the contrary contained herein or in the LOA or the
Concession Agreement and without prejudice to any other right or remedy of the
Authority, including the forfeiture and appropriation of the Bid Security or
Performance Security, as the case may be, which the Authority may have
thereunder or otherwise, the LOA or the Concession Agreement, as the case may
be, shall be liable to be terminated without the Authority being liable in any manner
whatsoever to the Selected Bidder or Concessionaire for the same. For the
avoidance of doubt, this disqualification shall not apply where such adviser was
engaged by the Bidder, its Member or Associate in the past but its assignment
expired or was terminated 6 (six) months prior to the date of issue of RFP for the
project(s). Nor will this disqualification apply where such adviser is engaged after a
period of 3 (three) years from the Appointed Date of the project(s).
Notwithstanding anything to the contrary contained in sub-clause (c) (i) of Clause 2.2.1, an
Bidder may, within 10 (ten) days after the Bid Due Date remove from its Consortium any
Member who suffers from a Conflict of Interest, and such removal shall be deemed to cure the
Conflict of Interest arising in respect thereof. However, his financial bid shall not be opened.
Provided further, in case the Authority seeks information / clarification from Bidder(s) related
to occurrence / non-occurrence of Conflict of Interest and the Bidder(s) fail(s) to provide such
information within a reasonable time, the Authority shall disqualify the Bidders. Encash its Bid
Security as per provision of Clause 2.20.7 (a) and further debar it from participation in any
future procurement process for a minimum period of 1 year.
2.2.2 To be eligible for this RFP a Bidder shall fulfil the following conditions of eligibility:
(A) Technical Capacity:

The Bidder either itself or through its O&M partner shall demonstrate technical strength. In
the event that the Bidder does not have the requisite O&M experience, it shall enter into an
agreement (before signing of the Concession Agreement), with an entity having experience
relating to the performance of O&M obligations, however the same may be without any
equity contribution in the SPV from such O&M partner, failing which the bid shall be liable
to be rejected. The Bidder shall declare the name of such O&M Contractor in the Bid in
accordance to Appendix IB and shall upload all supporting documents as per Annex-III. It
is hereby clarified that the Concessionaire should engage an O&M Contractor before
submission of the Bid. For the avoidance of doubt, the requirement of having an O&M
Contractor shall be a continuing obligation of the Concessionaire throughout the term of the
respective Concession Agreements, if the Concessionaire fails to fulfil this obligation
during the Concession Period, the Concession Agreement shall be liable to terminated. The
Bidder will be permitted to substitute such O&M Contractor provided the new O&M
Contractor fulfils the eligibility criteria and the Authority approves the appointment of such
O&M Contractor.
It is hereby clarified that for an entity to be considered qualified as an O&M partner, it shall
have expended a minimum of Rs. 131.13 Cr. (Rupees One Hundred Thirty One Crore
Thirteen Lakh only) as O&M cost (on Highway projects) over the past 5 (five) years and
shall have, as an O&M Contractor individually or through Joint Venture, handled for a
minimum period of 2 (two) years at least 2 (two) road projects, each of which is at least
40.158 km in length.
For this purpose, a maximum of two O&M Contractors are allowed for formation of Joint
Venture.
(B) Financial Capacity: The Bidder shall have a minimum Net Worth or Asset Under
Management (the “Financial Capacity2”) of Rs. 1668.12 Cr. (Rupees One Thousand
Six Hundred Sixty Eight Crore Twelve Lakh only)/Assets Under Management: Rs.
20,851.55 Crore (Rupees Twenty Thousand Eight Hundred Fifty-One Crore Fifty Five
Lakh Only) at the close of the preceding financial year§.
In case of a Consortium, the combined technical capability and net worth of those
Members, excluding the O&M partner, if any, who have and shall continue to have an
equity share of at least 26% (twenty six per cent) each in the SPV, should satisfy the above
conditions of eligibility; provided that each such Member shall, for a period of 2 (two)
years from the Appointed Date of the respective project, hold equity share capital not less
than 26% (twenty six per cent) of the subscribed and paid up equity of the SPV£;
Provided further that each member of the Consortium, apart from the O&M partner, if any,
shall have a minimum Net Worth of 7.5% of Initial Estimated Concession Value of
Authority in the immediately preceding financial year. In case AUM is considered to assess
Financial Capability, the minimum Net Worth requirement for each member of the
Consortium shall be waived off§.
2
In case Networth is used as criteria for evaluation then the Threshold Financial Capacity shall be 40% of the Initial
Estimated Concesion Value of the Authority. In case AUM (Asset under Management) is used as a criteria for evaluation
then the Threshold Financial Capacity should be 5 times the Initial Estimated Concession Value of Authority. The AUM
need to be certified by a Charted Accountant (C.A.)
£
The Authority may, in its discretion, impose further obligations in the Concession Agreement, but such obligation should
provide sufficient mobility for partial divestment of equity without compromising the interest of the Project.
§
In case a Bidder has issued any fresh Equity Capital during the current financial year, the same shall be permitted to be
added to the Bidder’s Net Worth subject to the Statutory Auditor of the Bidder certifying to this effect. In case a Bidder
has received any fresh capital commitment available for the immediate deployment during the current financial year, the
same shall be permitted to be added to the Bidder’s AUM subject to the Statutory Auditor of the Bidder certifying to this effect.
2.2.3 The Bidders shall enclose with its Bid, to be submitted as per the format at Appendix-
IA, complete with its Annexes, the following:
(i) Certificate(s) from its statutory auditors$ or the concerned client(s) stating the
4
payments made/ received or works commissioned, as the case may be, during
the past 5 years in respect of the projects specified in paragraph 2.2.2 (A) above.
In case a particular job/ contract has been jointly executed by the Bidder (as part
of a consortium), it should further support its claim for the share in work done
for that particular job/ contract by producing a certificate from its statutory
auditor or the client; and
(ii) Certificate(s) from its statutory auditors specifying the net worth/ Asset Under
Management of the Bidder, as at the close of the preceding financial year, and
also specifying that the methodology adopted for calculating such net worth
conforms to the provisions of this Clause 2.2.3 (ii). For the purposes of this
RFP, net worth/Asset Under Management (the “Net Worth”) shall mean the
aggregate value of the paid – up share capital and all reserves created out of the
profits and securities premium account, after deducting the aggregate value of
the accumulated loses, deferred expenditure and miscellaneous expenditure not
written off, as per the audited balance sheet, but does not include reserves
created out of revaluation of assets, write back of depreciation and
amalgamation. (the “Assets Under Management”) shall mean the Market Value
of the Assets managed by self or on behalf of Investors. The committed capital
available for the immediate deployment shall also be considered for AUM
subject to the Statutory Auditor of the Bidder certifying to this effect.
2.3 Proprietary data

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

The Bidders shall be responsible for all of the costs associated with the preparation of their
Bids and their participation in the Bidding Process. The Authority will not be responsible or
in any way liable for such costs, regardless of the conduct or outcome of the Bidding
Process.
$
In case duly certified audited annual financial statements containing explicitly the requisite details are provided, a
separate certification by statutory auditors would not be necessary in respect of Clause 2.2.3 (i). In jurisdictions that do
not have statutory auditors, the firm of auditors which audits the annual accounts of the Bidder may provide the
certificates required under this RFP.
2.5 Site visit and verification of information
2.5.1 Bidders are encouraged to submit their respective Bids after visiting the Project site
and ascertaining for themselves the site conditions, location, traffic, surroundings,
climate, availability of power, water & other utilities access to site, handling and
storage of materials, weather data, applicable laws and regulations, and any other
matter considered relevant by them. Bidders are advised to visit the site and familiarise
themselves with the projects within the stipulated time of submission of the Bid. No
extension of time is likely to be considered for submission of Bids.
2.5.2 It shall be deemed that by submitting a Bid, the Bidder has:

a) made a complete and careful examination of the Bidding Documents;
b) received all relevant information requested from the Authority;
c) accepted the risk of inadequacy, error or mistake in the information provided in
the Bidding Documents or furnished by or on behalf of the Authority relating to
any of the matters referred to in Clause 2.5.1 above;
d) satisfied itself about all matters, things and information including matters
referred to in Clause 2.5.1 hereinabove necessary and required for submitting an
informed Bid, execution of the Project in accordance with the Bidding
Documents and performance of all of its obligations thereunder;
e) acknowledged and agreed that inadequacy, lack of completeness or
incorrectness of information provided in the Bidding Documents or ignorance
of any of the matters referred to in Clause 2.5.1 hereinabove shall not be a basis
for any claim for compensation, damages, extension of time for performance of
its obligations, loss of profits etc. from the Authority, or a ground for
termination of the Concession Agreement by the Concessionaire;
f) acknowledged that it does not have a Conflict of Interest; and
g) agreed to be bound by the undertakings provided by it under and in terms
hereof.
2.5.3 The Authority shall not be liable for any omission, mistake or error in respect of any of
the above or on account of any matter or thing arising out of or concerning or relating
to RFP, including any error or mistake therein or in any information or data given by
the Authority.
2.6 Verification and Disqualification
2.6.1 The Authority reserves the right to verify all statements, information and documents
submitted by the Bidder in response to the RFP and the Bidder shall, when so required by
the Authority, make available all such information, evidence and documents as may be
necessary for such verification. Any such verification, or lack of such verification, by the
Authority shall not relieve the Bidder of its obligations or liabilities hereunder nor will it
affect any rights of the Authority thereunder.
2.6.2 The Authority reserves the right to reject any Bid and appropriate the Bid Security if:
a) at any time, a material misrepresentation is made or uncovered, or
b) the Bidder does not provide, within the time specified by the Authority, the
supplemental information sought by the Authority for evaluation of the Bid.
Such misrepresentation / improper response shall lead to the disqualification of the

Bidder. If the Bidder is a Consortium, then the entire Consortium and each Member of
the Consortium may be disqualified/ rejected. If such disqualification/rejection occurs
after the Bids have been opened and the Highest Bidder gets disqualified / rejected,
then the Authority reserves the right to annul the Bidding Process and invites fresh
Bids.
2.6.3 In case it is found during the evaluation or at any time before signing of the
Concession Agreement or after its execution and during the period of subsistence
thereof, including the concession thereby granted by the Authority, that one or more of
the eligibility and /or qualification requirements have not been met by the Bidder, or
the Bidder has made material misrepresentation or has given any materially incorrect or
false information, the Bidder shall be disqualified forthwith if not yet appointed as the
Concessionaire either by issue of the LOA(s) or entering into of the Concession
Agreement(s), and if the Selected Bidder has already been issued the LOA(s) or the
SPV has entered into the Concession Agreement(s), as the case may be, the same shall,
notwithstanding anything to the contrary contained therein or in this RFP, be liable to
be terminated, by a communication in writing by the Authority to the Selected Bidder
or the Concessionaire, as the case may be, without the Authority being liable in any
manner whatsoever to the Selected Bidder or the Concessionaire. In such an event, the
Authority shall be entitled to forfeit and appropriate the Bid Security or Performance
Security, as the case may be, as Damages, without prejudice to any other right or
remedy that may be available to the Authority under this RFP, the Bidding Documents,
the Concession Agreement or otherwise.
B. DOCUMENTS
2.7 Contents of the RFP
2.7.1 This RFP comprises the Disclaimer set forth hereinabove, the contents as listed below,
and will additionally include any Addenda issued in accordance with Clause 2.9.
Invitation for Bids

Section 1. Introduction
Section 2. Instructions to Bidders
Section 3. Evaluation of Bids
Section 4. Fraud and Corrupt Practices
Section 5. Pre-Bid Conference
Section 6. Miscellaneous
Appendices
IA Letter comprising the Technical Bid including Annexure I to V
IB Letter comprising the Financial Bid
II. Bank Guarantee for Bid Security

III. Power of Attorney for signing of Bid
IV. Power of Attorney for Lead Member of Consortium
V. Joint Bidding Agreement for Consortium
VI. Integrity Pact
2.7.2 The draft Concession Agreement and a detailed Report containing the Asset Condition
Survey (Highway, Pavement, Structures and Roadside furniture), Road Safety Report,
Detailed Cost estimates, O&M Manuals, Traffic Studies, Soil and material
investigations, Design of overlay/ rehabilitation strategies provided by the Authority as
part of the Bid Documents shall be deemed to be part of this RFP.
2.7.3 An 8TB hard disk comprising of raw data and videos carried out by consultant during
preparation of DPR having drone videos raw data, LIDAR data, traffic videos and
topographic data will be provided by the Authority to prospective Bidders at the cost of
Rs. 25,000/-. (Rupees Twenty Five Thousand). Bidders who wish to purchase the same
from NHAI may obtain the same from General Manager (CO) by paying online a sum
of Rs 25,000/- in Authority’s designated bank account and obtain the receipt of the
same.
Details of designated bank account are as under:
S. No. Particulars Particulars

1. Name of Beneficiary National Highways Authority of India
2. Name of Bank Canara Bank
3. Account No. 8598201005819

4. IFSC Code CNRB0008598
Provided, the raw data, drone videos, LiDAR data, traffic videos, topographic data
provided in the above referred hard disk and uploaded on the Authority/NHAI Website
and NIC Portal is only for reference purposes and initial understanding of the Bidder.
Authority will not be responsible for any variation of the information provided and
shall not be liable for or be bound by variation in the data. The Bidder must, therefore,
conduct its own investigations and analysis and should check the accuracy, adequacy,
correctness, reliability and completeness of the assumptions, assessments, statements
and information contained in raw data, drone videos, LIDAR data, traffic videos,
topographic data and DPR and obtain independent advice from appropriate sources.
2.8 Clarifications
2.8.1 Bidders requiring any clarification on the RFP may notify the Authority in writing or
by fax and e-mail in accordance with Clause 1.2.10. They should send in their queries
before the date mentioned in the Schedule of Bidding Process specified in Clause 1.3.
The Authority shall endeavour to respond to the queries within the period specified
therein, but no later than 15 (fifteen) days prior to the Bid Due Date. The responses will
be sent by fax or e-mail. The Authority will forward all the queries and its responses
thereto, to all Bidders without identifying the source of queries.
2.8.2 The Authority shall endeavour to respond to the questions raised or clarifications sought
by the Bidders. However, the Authority reserves the right not to respond to any
question or provide any clarification, in its sole discretion, and nothing in this Clause
shall be taken or read as compelling or requiring the Authority to respond to any
question or to provide any clarification.
2.8.3 The Authority may also on its own motion, if deemed necessary, issue interpretations
and clarifications to all Bidders. All clarifications and interpretations issued by the
Authority shall be deemed to be part of the Bidding Documents. Verbal clarifications
and information given by Authority or its employees or representatives shall not in any
way or manner be binding on the Authority.
2.9 Amendment of RFP
2.9.1 At any time prior to the Bid Due Date, the Authority may, for any reason, whether at
its own initiative or in response to clarifications requested by a Bidder, modify the RFP
by the issuance of Addenda.
2.9.2 Any Addendum issued hereunder will be in writing and shall be send to all the Bidders.
2.9.3 In order to afford the Bidders a reasonable time for taking an Addendum into account,
or for any other reason, the Authority may, at its own discretion, extend the Bid Due
Date.$
$
While extending the Bid due date on account of an addendum, the Authority shall have due regard for the time required
by Bidders to address the amendments specified therein. In case of significant amendments, at least 15 (fifteen) days shall
be provided between the date of amendment and the Bid Due Date, and in the case of minor amendments, at least 7 (seven)
days shall be provided.
C. PREPARATION AND SUBMISSION OF BIDS
2.10 Format and Signing of Bid
2.10.1 The Bidder shall provide all the information sought under this RFP. The Authority will
evaluate only those Bids that are received online in the required formats and complete in
all respects and Bid Security, Demand Draft towards cost of bid document, POA and
Joint Bidding Agreement etc. as specified in Clause 2.11.2 of the RFP are uploaded along
with BID. Bidders (including all of its joint venture members) failing to physically submit
the original documents mentioned in clause 2.11.2 shall be unconditionally debarred from
bidding in NHAI projects for a period of 5 years from the date of issue of debarment
notice.
2.10.2 The Bid shall be typed and signed in indelible blue ink by the authorised signatory of
the Bidder. All the alterations, omissions, additions or any other amendments made to
the Bid shall be initialed by the person(s) signing the Bid.
2.11 Documents comprising Technical and Financial Bid
2.11.1 The Bidder shall submit the Technical Bid & Financial Bid online through e-
procurement portal http://etenders.gov.in comprising of the following documents along
with supporting documents as appropriate
Technical and Financial Bid

a) Appendix-IA and IC (Letters comprising the Technical and Financial Bid)
including Annexure I to VI and supporting certificates/ documents.
b) Appendix-IB- (Letter of Declaration of O&M Contractor)-In the event that the

Bidder does not have the requisite O&M experience over a period of 5 years
immediately preceding the Bid Due Date, the concessionaire shall engage
experienced and qualified personnel for discharging its O&M obligations before the
bid submission date. The Bidder shall declare the name of the O&M Contractor as
per Appendix IB. It is hereby clarified that the Bidder should engage an O&M
Contractor before submission of the bid in accordance with the provisions of the
Concession Agreement, failing which the bid shall be liable to be rejected. For the
avoidance of doubt, the requirement of having an O&M Contractor shall be a
continuing obligation of the Concessionaire throughout the term of the respective
Concession Agreement. However, if the Concessionaire fails to comply with this
obligation during the Concession Period, the Concession Agreement shall be liable
to be terminated.
c) Power of Attorney for signing the Bid as per the format at Appendix-III;
d) if applicable, Power of Attorney for Lead Member of Consortium as per the format
at Appendix-IV;
e) if applicable, Joint Bidding Agreement for Consortium as per the format at
Appendix-V
f) copy of Memorandum and Articles of Association of the Bidder or of each Member
(in case of Consortium), if the Bidder is a body corporate, and if a partnership then a
copy of its partnership deed;
g) Copies of Bidder’s or of each Member (in case of Consortium) duly audited balance
sheet and profit and loss statement for preceding 5 years.
h) Integrity Pact as per format given in Appendix VI shall be uploaded by the Bidder
with the RFP Bid duly signed by Authorised signatory & shall be part of the
Concession Agreement;
i) Bid Security of Rs. 41.70 Cr. (Rupees Forty One Crore Seventy Lakh only) in the
form of Bank Guarantee in the format at Appendix-II from a Scheduled Bank.
j) Proof of online payment of Rs.4,20,000/- (Rupees Four Lakh Twenty Thousand

only) towards cost of Bid document.
k) Deleted;
l) An undertaking from the person having PoA referred to in Sub. Clause-(b) above
that they agree and abide by the Bid documents uploaded by NHAI and
amendments uploaded, if any.
2.11.2 The Bidder shall be required to submit original of documents listed below (after
declaration of bid evaluation result by the Authority):
a) Original Power of Attorney for signing the Bid as per format at Appendix-III;
b) if applicable, Original Power of Attorney for Lead Member of Consortium as per

the format at Appendix-IV;
c) if applicable, Original Joint Bidding Agreement for Consortium as per the format at
Appendix-V
d) Bid Security of Rs. 41.70 Cr. (Rupees Forty One Crore Seventy Lakh only) in the
form of Original Demand Draft or Original Bank Guarantee in the format at
Appendix- II from a Scheduled Bank.
e) Deleted.
f) Integrity pact on plain paper shall be submitted by the Bidder with the RFP Bid
duly signed by Authorized signatory & shall be part of the Concession Agreement;
g) Deleted;
h) An undertaking from the person having PoA referred to in Sub. Clause-(a) above
that they agree and abide by the Bid documents uploaded by NHAI and
amendments uploaded, if any.
i) Original Statement of Legal Capacity as per format at Annexure IV to Appendix I.
2.11.3 The documents listed at clause 2.11.2 shall be required to be submitted after
declaration of bid evaluation result by the Authority. Bidders (including all of its joint
venture members) failing to submit the original documents shall be unconditionally
debarred from bidding in NHAI projects for a period of 5 years from the date of issue
of debarment notice. These documents shall be placed in an envelope , which shall be
sealed. The envelope shall clearly bear the identification “Bid for the Projects
comprising of 7 National Highway stretches (Bundle 4) on Toll Operate Transfer
(TOT) Mode” and shall clearly indicate the name and address of the Bidder. In
addition, the Bid Due Date should be indicated on the righthand top corner of the
envelope.
2.11.4 Physical submission of documents mentioned in Clause 2.11.2 in the sealed envelope
shall be addressed to one of the following officer and shall be submitted at the respective
address:
ATTN. OF: Rajneesh Kapoor
DESIGNATION GM , Commercial Operations
ADDRESS: National Highways Authority of India
G 5&6, Sector10, Dwarka
New Delhi 110075
FAX NO: 01125093525
E-MAIL ADDRESS [email protected]
2.11.5 If the envelopes is not sealed and marked as instructed above, the Authority assumes no
responsibility for the misplacement of the contents of the envelope submitted and
consequent losses, if any, suffered by the Bidder.
2.11.6 Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall be
summarily rejected.
2.12 Bid Due Date
Technical & Financial Bid comprising of the documents listed at clause 2.11.1 of the RFP
shall be submitted online through e-procurement portal https://etenders.gov.in on or
before 14/01/2020 hrs IST on 1100 hours Documents listed at clause 2.11.2 of the RFP
shall be physically submitted. A receipt thereof should be obtained from the person
specified at Clause 2.11.4.
2.13 Late Bids
E-procurement portal https://etenders.gov.in shall not allow submission of any Bid after
the prescribed date and time at Clause 2.12.
2.14 Procedure for e-tendering
2.14.1 Accessing/ Purchasing of Bid documents

2.14.1.1 It is mandatory for all the Bidders to have class-III Digital Signature Certificate (DSC)
(in the name of Authorized Signatory / Firm or Organization / Owner of the Firm or
organisation) from any of the licensed Certifying Agency (Bidders can see the list of
licensed CAs from the link www.cca.gov.in) to participate in e-tendering of the
Authority.
DSC should be in the name of the authorized signatory as authorized in Appendix III of
this RFP. It should be in corporate capacity (that is in Bidder capacity / in case of
Consortium in the Lead Member capacity, as applicable). The Bidder shall submit
document in support of the class III DSC.
The Authorized Signatory holding Power of Attorney (POA) and the person executing/
delegating such POA shall only be the Digital Signatory. In other cases, the Bid shall be
considered non – responsive.
2.14.1.2 To participate in the bidding, it is mandatory for the Bidders to get registered their firm
/ Consortium with e-procurement portal of The Authority (https://etenders.gov.in) to have
user ID and password which has to be obtained free of cost. Following may kindly be
noted:
a) Registration with e-procurement portal of the Authority should be valid at least

up to the date of submission of Bid.
b) Bids can be submitted only during the validity of registration.
2.14.1.3 If the firm/ Consortium is already registered with e-tendering service provider of the
Authority, and validity of registration is not expired the firm / Consortium is not
required to apply for a fresh registration.
2.14.1.4 The complete Bid document can be viewed / downloaded by the Bidder from e-
procurement portal of the Authority https://etenders.gov.in from 16/10/2019 to
14/01/2020 (upto 1100 Hrs. IST).
2.14.1.5 Deleted
2.14.2 Preparation & Submission of Bids:
2.14.2.1 The Bidder may submit his Bid online following the instruction appearing on the
screen. A buyer manual containing the detailed guidelines for e-procurement is also
available on e-procurement portal of the Authority.
2.14.2.2 The documents listed at clause 2.11.1 shall be prepared and scanned in different files
(in PDF or JPEG format such that file size is not more than 5 MB) and uploaded
during the on-line submission of Bid.
2.14.2.3 Bid must be submitted online only through e-procurement portal of the Authority
http://etenders.gov.in using the digital signature of authorised representative of the
Bidder on or before 14/01/2020(upto 1100 hours IST).
2.14.3 Modifications/ Substitution/ withdrawal of Bids
2.14.3.1 The Bidder may modify, substitute or withdraw its e- Bid after submission prior to the
Bid Due Date. No Bid can be modified, substituted or withdrawn by the Bidder on or
after the Bid Due Date and Time.
2.14.3.2 For modification of e-Bid, Bidder has to detach its old Bid from e-procurement portal
and upload / resubmit digitally signed modified Bid. For withdrawal of Bid, bidder has
to click on withdrawal icon at e-procurement portal and can withdraw its e-Bid. Before
withdrawal of a Bid, it may specifically be noted that after withdrawal of a Bid for any
reason, Bidder cannot re-submit e-Bid again.
2.15 Online Opening of Bids
2.15.1 Opening of Bids will be done through online process.
2.15.2 The Authority shall on-line open Technical and Financial Bids on 15/01/2020 at 1130
hours IST, in the presence of the authorized representatives of the Bidders, who choose
to attend. The MoRT&H / NHAI will subsequently examine and evaluate the Bids in
accordance with the provisions of Section 3 of RFP.
2.16 Rejection of Bids
2.16.1 Notwithstanding anything contained in this RFP, the Authority reserves the right to
reject any Bid and to annul the Bidding Process and reject all Bids at any time without
any liability or any obligation for such acceptance, rejection or annulment, and without
assigning any reasons therefor. In the event that the Authority rejects or annuls all the
Bids, it may, in its discretion, invite all eligible Bidders to submit fresh Bids hereunder.
2.16.2 The Authority reserves the right not to proceed with the Bidding Process at any time,
without notice or liability, and to reject any Bid without assigning any reasons.
2.17 Validity of Bids
The Bids shall be valid for a period of not less than 120 (one hundred and twenty) days from
the Bid Due Date. The validity of Bids may be extended by mutual consent of the
respective Bidders and the Authority.
2.18 Confidentiality
Information relating to the examination, clarification, evaluation and recommendation

for the Bidders shall not be disclosed to any person who is not officially concerned with
the process or is not a retained professional advisor advising the Authority in relation to,
or matters arising out of, or concerning the Bidding Process. The Authority will treat all
information, submitted as part of the Bid, in confidence and will require all those who
have access to such material to treat the same in confidence. The Authority may not
divulge any such information unless it is directed to do so by any statutory entity that has
the power under law to require its disclosure or is to enforce or assert any right or
privilege of the statutory entity and/ or the Authority or as may be required by law or in
connection with any legal process
2.19 Correspondence with the Bidder
Save and except as provided in this RFP, the Authority shall not entertain any
correspondence with any Bidder in relation to acceptance or rejection of any Bid.
D. BID SECURITY
2.20 Bid Security
2.20.1 The Bidder shall furnish as part of its Bid, a Bid Security referred to in Clauses 2.1.6
and 2.1.7 hereinabove in the form of a bank guarantee issued by nationalised bank, or a
Scheduled Bank in India having a net worth of at least Rs. 1,000 Crore (Rs. one
thousand crore), in favour of the Authority in the format at Appendix-II (the “Bank
Guarantee”) and having a validity period of not less than 120 (one hundred twenty)
days from the Bid Due Date and a claim period of 120 (one hundred twenty) days,
and may be extended as may be mutually agreed between the Authority and the
Bidder from time to time and upon receipt of written approval from the bank. In case
the Bank Guarantee is issued by a foreign bank outside India, confirmation of the same
by any nationalised bank in India is required. For the avoidance of doubt, Scheduled
Bank shall mean a bank as defined under Section 2(e) of the Reserve Bank of India
Act, 1934.
2.20.2 Bid Security can also be in the form of a demand draft issued by a Scheduled Bank in
India, drawn in favour of the Authority and payable at Delhi (the “Demand Draft”).
The Authority shall not be liable to pay any interest on the Bid Security deposit so
made and the same shall be interest free.
2.20.3 Any Bid not accompanied by the Bid Security shall be summarily rejected by the
Authority as non-responsive.
2.20.4 Save and except as provided in Clauses 1.2.4 and 1.2.5 above, the Bid Security of
unsuccessful Bidders will be returned by the Authority, without any interest, as
promptly as possible on acceptance of the Bid of the Selected Bidder or when the
Bidding process is cancelled by the Authority, and in any case within 60 (sixty) days
from the Bid Due Date. Where Bid Security has been paid by Demand Draft, the
refund thereof shall be in the form of an account payee demand draft in favour of the
unsuccessful Bidder(s). Bidders may by specific instructions in writing to the Authority
give the name and address of the person in whose favour the said demand draft shall be
drawn by the Authority for refund, failing which it shall be drawn in the name of the
Bidder and shall be mailed to the address given on the Bid.
2.20.5 The Selected Bidder’s Bid Security will be returned, without any interest, upon the
bidder signing the Contract Agreement and furnishing the Performance Security in
accordance with the provisions thereof. The Authority may, at the Selected Bidder’s
option, adjust the amount of Bid Security in the amount of Performance Security to be
provided by him in accordance with the provisions of the Agreement
2.20.6 The Authority shall be entitled to forfeit and appropriate the Bid Security as Damages
inter alia in an of the events specified in Clause 2.20.7 herein below. The Bidder, by
submitting its Bid pursuant to this RFP, shall be deemed to have acknowledged and
confirmed that the Authority will suffer loss and damage on account of withdrawal
of its Bid or for any other default by the Bidder during the period of Bid validity as
specified in this RFP. No relaxation of any kind on Bid Security shall be given to any
Bidder.
2.20.7 The Bid Security shall be forfeited as damages without prejudice to any other right or
remedy that may be available to the Authority under the Bidding Documents and/or under
the Concession Agreement, or otherwise, under the following conditions:
a) If a Bidder submits a non-responsive Bid;

Subject however that in the event of encashment of bid security occurring due to
operation of para 2.20.7 (a), the damage so claimed by the Authority shall be
restricted to 5% of the value of the bid security.
b) If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice,

undesirable practice or restrictive practice as specified in Clause 4 of this RFP;
c) If a Bidder withdraws its Bid during the period of Bid validity as specified in this
RFP and as extended by mutual consent of the respective Bidder(s) and the
Authority;
d) In the case of Selected Bidder, if it fails within the specified time limit –
(i) to sign and return the duplicate copy of LOA;

(ii) to sign the Concession Agreement; or
(iii) to furnish the Performance Security within the period prescribed therefore
in the Concession Agreement; or
e) In case the Selected Bidder, having signed the Concession Agreement, commits
any breach thereof prior to furnishing the Performance Security.
For the avoidance of doubt, the Bid Security applicable to only such project will be
forfeited as damages, for the relevant project under which the bidder shall have
defaulted. In addition, such default shall also entitle the Authority to cancel the entire
Project bundle and upon such cancellation, the provisions of Clause 1.2.7 of this RFP
shall apply.
SECTION-3
EVALUATION OF TECHNICAL BIDS AND OPENING &
EVALUATION OF FINANCIAL BIDS
3.1 Evaluation of Technical Bids
3.1.1 The Authority shall open the bids received online at 1130 hours IST on 15/01/2020, at
the place specified in Clause 2.11.4 and in the presence of the Bidders who choose to
attend. The Authority shall prepare minutes of the Bid opening, including information
disclosed to those present at the time of Bid opening.
3.1.2 The Authority will subsequently examine and evaluate the Bids in accordance with the
provisions set out in this Section 3.
3.1.3 Technical Bids of those Bidders who have not submitted their Bid online, shall not be
considered for opening and evaluation.
3.1.4 If any information furnished by the Bidder is found to be incomplete, or contained in

formats other than those specified herein, the Authority may, in its sole discretion,
exclude the relevant information for consideration of eligibility and qualification of the
Bidder.
3.1.5 To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek
clarifications in writing from any Bidder regarding its Bid.
3.1.6 If a Bidder does not provide clarifications sought under Clause 3.1.5 above within the
prescribed time, its Bid may be liable to be rejected. In case the Bid is not rejected, the
Authority may proceed to evaluate the Bid by construing the particulars requiring
clarification to the best of its understanding, and the Bidder shall be barred from
subsequently questioning such interpretation of the Authority.
3.2 Tests of responsiveness
3.2.1 As a first step towards evaluation of Technical Bids, the Authority shall determine
whether each Technical Bid is responsive to the requirements of this RFP. A Technical
Bid shall be considered responsive only if:
a) Technical Bids received online as per the format at Appendix-IA including

Annexure I to V;
b) Deleted;
c) Bid Security is uploaded on e – procurement portal as specified in Clause 2.1.6
and 2.1.7;
d) Power of Attorney is uploaded on e – procurement portal as specified in Clauses
2.1.8;
e) Power of Attorney for Lead Member of Consortium and the Joint Bidding
Agreement is uploaded on e – procurement portal as specified in Clause 2.1.9, if

so required;
f) Technical Bid contain all the information (complete in all respects);
g) Technical Bid does not contain any condition or qualification;
h) Integrity Pact as per format given in Appendix VI has been uploaded by the
Bidder with the RFP Bid duly signed by Authorised signatory;
i) Copy of online receipt towards payment of cost of Bid document for
Rs.4,20,000/- (Rupees Four Lakh Twenty Thousand only) in Authority’s
designated bank account is uploaded on e-procurement portal; and
j) it is not non-responsive in terms hereof.
3.2.2 The Authority reserves the right to reject any Technical Bid which is non-responsive and
no request for alteration, modification, substitution or withdrawal shall be entertained by
the Authority in respect of such Bid.
3.3 Deleted
3.4 Details of Experience
3.4.1 The Bidder should furnish the details of either itself or its O&M partner’s Eligible
Experience for the last 5 (five) financial years immediately preceding the Bid Due Date
as per Annex III.
3.5 Financial information for purposes of evaluation
3.5.1 The Bids must be accompanied by the Audited Annual Reports of the Bidder (of each
Member in case of a Consortium) for the last 5 (five) financial years, preceding the year
in which the Bid is made.
3.5.2 In case the annual accounts for the latest financial year are not audited and therefore the
Bidder cannot make it available, the Bidder shall give an undertaking to this effect and
the statutory auditor shall certify the same. In such a case, the Bidder shall provide the
Audited Annual Reports for 5 (five) years preceding the year for which the Audited
Annual Report is not being provided.
3.5.3 The Bidder must establish the minimum Net Worth specified in Clause 2.2.2 (B), and
provide details as per format at Annex-II of Appendix-I.
3.5.4 In case of foreign companies, a certificate from a qualified external auditor who audits
the book of accounts of the Bidder or the Consortium Member in the formats provided
in the country where the project has been executed shall be accepted, provided it
contains all the information as required in the prescribed format of the RFP.
3.5.5 In the event that a Bidder claims credit for an Eligible Project, and such claim is
determined by the Authority as incorrect or erroneous, the Authority may reject / correct
such claim for the purpose of qualification requirements.
The Authority will get the Bid security verified from the issuing authority and after due
verification, the Authority will evaluate the Technical Bids for their compliance to the
eligibility and qualification requirements pursuant to clause 2.2.1 & 2.2.2 of this RFP.
3.5.6 After evaluation of Technical Bids, the Authority will publish a list of Technically
responsive Bidders whose financial bids shall be opened. The Authority shall notify
other bidders that they have not been technically responsive. The Authority will not
entertain any query or clarification from Bidders who fail to qualify.
3.6 Opening and Evaluation of Financial Bids
The Authority shall inform the venue and time of online opening of the Financial Bids
to the Technically responsive Bidders through e-procurement portal of MoRT&H
/NHAI and e- mail. The Authority shall online open the Financial Bids on date and
time to be informed in this clause in the presence of the authorised representatives of
the Bidders who may choose to attend. The Authority shall publicly announce the Bid
Concession Fee quoted by the technically responsive Bidder. The Authority shall
prepare a record of opening of Financial Bids and shall declare bid evaluation result.
Thereafter, bidders shall be required to physically submit original of documents
mentioned in Clause 2.11.2.
3.7 Selection of Bidder
3.7.1 Subject to the provisions of Clause 2.16.1, the Bidder whose Bid is adjudged as
responsive in terms of Clause 3.2 and who quotes Highest Bid Concession Fee shall be
declared as the selected Bidder (the “Selected Bidder”).
3.7.2 In the event that two or more Bidders quote the same Bid Concession Fee (the “Tie
Bids”), the Authority shall identify the Selected Bidder by draw of lots, which shall be
conducted, with prior notice, in the presence of the Tie Bidders who choose to attend.
3.7.3 In the event that the Highest Bidder withdraws or is not selected for any reason in the
first instance or the Highest Bidder fails to physically submit documents mentioned in
Clause 2.11.2, the Authority may invite all the remaining Bidders to revalidate or extend
their respective Bid Security, as necessary, and match the Bid of the aforesaid Highest
Bidder within 7 working days. If in the second round of bidding, only one Bidder
matches the Highest Bidder, it shall be the Selected Bidder. If two or more Bidders
match the said Highest Bidder in the second round of bidding, then the Bidder whose
Bid was higher as compared to other Bidder(s) in the first round of bidding shall be the
Selected Bidder. In the event that none of the other Bidders match the Bid of the Highest
Bidder, the Authority shall annul the Bidding Process and invite fresh Bids.
3.7.4 After selection, a Letter of Award (the “LOA”) shall be issued, in duplicate, by the
Authority to the Selected Bidder and the Selected Bidder shall, within 7(seven) days
of the receipt of the LOA, sign and return the duplicate copy of the LOA in
acknowledgement thereof. In the event the duplicate copy of the LOA duly signed by
the Selected Bidder is not received by the stipulated date, the Authority may, unless it
consents to extension of time for submission thereof, appropriate the Bid Security of
such Bidder as Damages on account of failure of the Selected Bidder to acknowledge the
LOA.
3.7.5 After acknowledgement of the LOA as aforesaid by the Selected Bidder, it shall cause
the Bidder to execute the Agreement within the period prescribed in Clause 1.3. The
Selected Bidder shall not be entitled to seek any deviation, modification or amendment
in the Agreement.
3.8 Contacts during Bid Evaluation
Bids shall be deemed to be under consideration immediately after they are opened and until
such time the Authority makes official intimation of award/ rejection to the Bidders. While
the Bids are under consideration, Bidders and/ or their representatives or other interested
parties are advised to refrain, save and except as required under the Bidding Documents,
from contacting by any means, the Authority and/ or their employees/ representatives on
matters related to the Bids under consideration.
3.9 Correspondence with Bidder
Save and except as provided in this RFP, the Authority shall not entertain any
correspondence with any Bidder in relation to the acceptance or rejection of any Bid.
3.10 Any information contained in the Bid shall not in any way be construed as binding on the
Authority, its agents, successors or assigns, but shall be binding against the Bidder if the
Project(s) is/are subsequently awarded to it on the basis of such information.
3.11 The Authority reserves the right not to proceed with the Bidding Process at any time
without notice or liability and to reject any or all Bid(s) without assigning any reasons.
SECTION-4
4. FRAUD AND CORRUPT PRACTICES
4.1 The Bidders and their respective officers, employees, agents and advisers shall observe
the highest standard of ethics during the Bidding Process and subsequent to the issue of
the LOA and during the subsistence of the Agreement. Notwithstanding anything to the
contrary contained herein, or in the LOA or the Agreement, the Authority may reject a
Bid, withdraw the LOA, or terminate the Agreement, as the case may be, without being
liable in any manner whatsoever to the Bidder, if it determines that the Bidder, directly
or indirectly or through an agent, engaged in corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice in the Bidding Process. In
such an event, the Authority shall be entitled to forfeit and appropriate the Bid Security
or Performance Security, as the case may be, as Damages, without prejudice to any
other right or remedy that may be available to the Authority under the Bidding
Documents and/ or the Agreement, or otherwise.
4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and the
rights and remedies which the Authority may have under the LOA or the Agreement, or
otherwise if a Bidder or Contractor, as the case may be, is found by the Authority to
have directly or indirectly or through an agent, engaged or indulged in any corrupt
practice, fraudulent practice, coercive practice, undesirable practice or restrictive
practice during the Bidding Process, or after the issue of the LOA or the execution of the
Agreement, such Bidder shall not be eligible to participate in any tender or RFP issued
by the Authority during a period of 2 (two) years from the date such Bidder, or
Contractor, as the case may be, is found by the Authority to have directly or indirectly or
through an agent, engaged or indulged in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practices, as the case may be.
4.3 For the purposes of this Section 4, the following terms shall have the meaning
hereinafter respectively assigned to them:
a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence the actions of any person connected with
the Bidding Process (for avoidance of doubt, offering of employment to or
employing or engaging in any manner whatsoever, directly or indirectly, any official
of the Authority who is or has been associated in any manner, directly or indirectly,
with the Bidding Process or the LOA or has dealt with matters concerning the
Agreement or arising therefrom, before or after the \ execution thereof, at any time
prior to the expiry of one year from the date such official resigns or retires from or
otherwise ceases to be in the service of the Authority, shall be deemed to
constitute influencing the actions of a person connected with the Bidding Process);
or (ii) save and except as permitted under the Clause 2.2.1(d) of this RFP, engaging
in any manner whatsoever, whether during the Bidding Process or after the issue of
the LOA or after the execution of the Agreement as the case may be, any person in
respect of any matter relating to the Project or the LOA or the Contract Agreement,
who at any time has been or is a legal, financial or technical adviser of the Authority
in relation to any matter concerning the Project
b) “fraudulent practice” means a misrepresentation or omission of facts or

suppression of facts or disclosure of incomplete facts;
c) “coercive practice” means impairing or harming, or threatening to impair or harm,

directly or indirectly, any person or property to influence any person’s participation
or action in the Bidding Process;
d) “undesirable practice” means (i) establishing contact with any person connected
with or employed or engaged by the Authority with the objective of canvassing,
lobbying or in any manner influencing or attempting to influence the Bidding
Process; or (ii) having a Conflict of Interest; and
e) “restrictive practice” means forming a cartel or arriving at any understanding or

arrangement among Bidders with the objective of restricting or manipulating a full
and fair competition in the Bidding Process.
4.4 Bidder shall comply with the provisions of office Memorandum No. 13030/09/2008-vig
dated 28.01.2013 issued by NHAI i.e. Model Agreement for Integrity Pact (IP) as per format
given in Appendix VI shall be submitted by the Bidder along with the RFP Bid duly
signed by Authorised signatory & shall be part of the Concession Agreement.
SECTION-5
5. PRE-BID CONFERENCE
5.1 Pre-Bid conference of the Bidders shall be convened at the designated date, time and
place. A maximum of two representatives of prospective Bidders shall be allowed to
participate on production of authority letter from the Bidder.
5.2 During the course of Pre-Bid conference(s), the Bidders will be free to seek
clarifications and make suggestions for consideration of the Authority. The Authority
shall endeavour to provide clarifications and such further information as it may, in its
sole discretion, consider appropriate for facilitating a fair, transparent and competitive
Bidding Process.
SECTION-6
6. MISCELLANEOUS
6.1 The Bidding Process shall be governed by, and construed in accordance with, the laws of
India and the Courts at New Delhi shall have exclusive jurisdiction over all disputes
arising under, pursuant to and/ or in connection with the Bidding Process.
6.2 The Authority, in its sole discretion and without incurring any obligation or liability,
reserves the right, at any time, to;
a) suspend and/ or cancel the Bidding Process and/ or amend and/ or supplement the
Bidding Process or modify the dates or other terms and conditions relating thereto;
b) consult with any Bidder in order to receive clarification or further information;
c) retain any information and/ or evidence submitted to the Authority by, on behalf of,
and/ or in relation to any Bidder; and/ or
d) independently verify, disqualify, reject and/ or accept any and all submissions or
other information and/ or evidence submitted by or on behalf of any Bidder.
6.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases the Authority, its
employees, agents and advisers, irrevocably, unconditionally, fully and finally from any and
all liability for claims, losses, damages, costs, expenses or liabilities in any way related to or
arising from the exercise of any rights and/ or performance of any obligations hereunder,
pursuant hereto and/ or in connection with the Bidding Process and waives, to the fullest
extent permitted by applicable laws, any and all rights and/ or claims it may have in this
respect, whether actual or contingent, whether present or in future.
6.4 Bidders must not enter into any arrangements with suppliers of equipment or software that
would restrict the supplier’s ability to supply such equipment or software to other bidders for
the purposes of planning, building or operating Project Bundles. Bidders are also not permitted
to agree with suppliers of equipment or software any form of restriction as to the prices
charged or other terms and conditions that such suppliers may agree with any other Bidders .
6.5 The Authority reserves the right to disqualify any Bidder that:
 Colludes or attempts to collude with another bidder in determining its bids OR releases
confidential information with the effect or intention of modifying the bidding behavior of
other pre- qualified bidders.
 Breaches or attempts to breach the secure measures within the e-tendering portal;
 Prevents or attempts to prevent any other Bidder from accessing the e-tendering portal;
In the event of such disqualification, a Bidder’s Bid Security will be forfeited and the Authority
may undertake other penal action as well against such a Bidder. The Authority reserves the
right to impose a fine equal to some or all of a bidder’s deposit for less serious reaches of these
rules. Such fines shall be deducted from that Bidder’s Bid Security
APPENDIX IA
LETTER COMPRISING THE TECHNICAL & FINANCIAL BID
(Refer Clause 2.1.5, 2.11 and 3.2)
The General Manager (CO)
G-5&6, Sector 10, Dwarka,
New Delhi - 110 075
Sub: Bid for Projects comprising of 8 National Highway stretches (Bundle 4) on Toll Operate
Transfer (TOT) Mode
Dear Sir,
(1) With reference to your RFP document dated ………..$, I/we, having examined the RFP
document and understood its contents, hereby submit my/our Bid for the aforesaid project.
We also intend to submit my/our Bid during the Bidding Process. The Bid that we make
are unconditional and unqualified.
(2) I/ We acknowledge that the Authority will be relying on the information provided in the
Bid and the documents accompanying such Bid for selection of the Concessionaire for the
aforesaid project, and we certify that all information provided in the Bid and in Annexes I
to V is true and correct; nothing has been omitted which renders such information
misleading; and all documents accompanying such Bid are true copies of their respective
originals.
(3) This statement is made for the express purpose of our selection as a Concessionaire for the
Tolling Operation and Maintenance of the aforesaid Project.
(4) I/ We shall make available to the Authority any additional information it may find
necessary or require to supplement or authenticate the Bid.
(5) I/ We acknowledge the right of the Authority to reject our Bid without assigning any
reason or otherwise and hereby waive, to the fullest extent permitted by applicable law, our
right to challenge the same on any account whatsoever.
(6) I/ We certify that in the last three years, we/ any of the Consortium Members or our/ their
Associates have neither failed to perform on any contract, as evidenced by imposition of a
penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration
award, nor been expelled from any project or contract by any public authority nor have had
any contract terminated by any public authority for breach on our part.
(7) I/ We declare that:
$
All blank spaces shall be suitably filled up by the Bidder to reflect the particulars relating to such Bidder
a) I/ We have examined and have no reservations to the RFP document, including any
Addendum issued by the Authority.
b) I/ We do not have any conflict of interest in accordance with Clauses 2.2.1(c) and
2.2.1(d) of the RFP document; and
c) I/We have not directly or indirectly or through an agent engaged or indulged in any
corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice, as defined in Clause 4.3 of the RFP document, in respect of any
tender or request for proposal issued by or any agreement entered into with the
Authority or any other public sector enterprise or any government, Central or State;
and
d) I/ We hereby certify that we have taken steps to ensure that in conformity with the
provisions of Section 4 of the RFP document, no person acting for us or on our
behalf has engaged or will engage in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice.
(8) I/ We understand that you may cancel the Bidding Process at any time and that you are
neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid for
the Project, without incurring any liability to the Bidders, in accordance with Clause 2.16.2
of the RFP document.
(9) I/ We believe that we/ our Consortium/ proposed Consortium satisfy (ies) the Net Worth
criteria and meet(s) all the requirements as specified in the RFP document.
(10) I/ We declare that we/ any Member of the Consortium, or our/ its Associates are not a
Member of a/ any other Consortium submitting a Bid for this Project.
(11) 1/ We certify that in regard to matters other than security and integrity of the country, we/
any Member of the Consortium or any of our/ their Associates have not been convicted by
a Court of Law or indicted or adverse orders passed by a regulatory authority which could
cast a doubt on our ability to undertake the Project or which relates to a grave offence that
outrages the moral sense of the community
(12) I/ We further certify that in regard to matters relating to security and integrity of the
country, we/ any Member of the Consortium or any of our/ their Associates have not been
charge- sheeted by any agency of the Government or convicted by a Court of Law.
(13) I/ We further certify that no investigation by a regulatory authority is pending either

against us/ any Member of the Consortium or against our/ their Associates or against our
CEO or any of our directors/ managers/ employees.
(14) I/ We further certify that we are qualified to submit a Bid in accordance with the guidelines
for qualification of bidders seeking to acquire stakes in Public Sector Enterprises through
the process of disinvestment issued by the GOI vide Department of Disinvestment OM No.
6/4/2001-DD-II dated 13th July, 2001 which guidelines apply mutatis mutandis to the
Bidding Process. A copy of the aforesaid guidelines form part of the RFP at Appendix-VI
thereof.
(15) I/ We undertake that in case due to any change in facts or circumstances during the
Bidding Process, we are attracted by the provisions of disqualification in terms of the
provisions of this RFP, we shall intimate the Authority of the same immediately.
a) The Statement of Legal Capacity as per format provided at Annex-IV in Appendix-

IA of the RFP document, and duly signed, is enclosed. The Power of Attorney For
Signing of Bid and the Power Of Attorney For Lead Member of Consortium, as per
format provided at Appendix III and IV respectively of the RFP, are also enclosed.
b) I/We hereby confirm that we [are in compliance of/ shall comply with] the O&M
requirements specified in Clause 2.2.3.
(16) I/We acknowledge and undertake that our Consortium is qualified on the basis of
Technical Capacity and Financial Capacity of those of its Members, excluding the O&M
Contractor (if any), who shall, for the period of 2 (two) years from the Appointed Date of
the project(s), hold equity share capital not less than 26% (twenty six percent) of the
subscribed and paid up equity of the Concessionaire. We further agree and acknowledge
that the aforesaid obligation shall be in addition to the obligations contained in the
Concession Agreement in respect of Change in Ownership.
(17) I/We acknowledge and agree that in the event of a change in control of an Associate whose
Technical Capacity and/ or Financial Capacity shall be taken into consideration for the
purposes of selection as Concessionaire under and in accordance with the RFP, I/We shall
inform the Authority forthwith along with all relevant particulars and the Authority may, in
its sole discretion, disqualify our Consortium or withdraw the Letter of Award, as the case
may be. I/We further acknowledge and agree that in the event such change in control
occurs after signing of the Concession Agreement but prior to Financial Close of the
Project, it would, notwithstanding anything to the contrary contained in the Agreement, be
deemed a breach thereof, and the Concession Agreement shall be liable to be terminated
without the Authority being liable to us in any manner whatsoever.
(18) I/ We understand that the Selected Bidder shall either be an existing Company incorporated
under the Indian Companies Act, 1956/2013, or shall incorporate as such prior to execution
of the Concession Agreement.
(19) I/We hereby irrevocably waive any right or remedy which we may have at any stage at law
or howsoever otherwise arising to challenge or question any decision taken by the
Authority in connection with the selection of the Bidder, or in connection with the Bidding
Process itself, in respect of the above mentioned Project and the terms and implementation
thereof.
(20) In the event of my/ our being declared as the Selected Bidder, I/We agree to enter into a
Concession Agreement in accordance with the draft that has been provided to me/us prior
to the Bid Due Date. We agree not to seek any changes in the aforesaid draft and agree to
abide by the same.
(21) I/We have studied all the Bidding Documents carefully and also surveyed the project
highway and the traffic. We understand that except to the extent as expressly set forth in
the Concession Agreement, we shall have no claim, right or title arising out of any
documents or information provided to us by the Authority or in respect of any matter
arising out of or relating to the Bidding Process including the award of Concession.
(22) I/We offer a Bid Security of Rs. 41.70 Crore (Rupees Forty One Crore Seventy Lakh only)
to the Authority in accordance with the RFP Document.
(23) The Bid Security in the form of a Demand Draft/ Bank Guarantee (strikeout whichever is
not applicable) is attached.
(24) The documents accompanying the Technical Bid, as specified in Clause 2.11.2 of the RFP,
have been submitted in a separate envelope and marked as “Enclosures of the Bid”.
(25) I/We agree and understand that the Bid is subject to the provisions of the Bidding
Documents. In no case, I/We shall have any claim or right of whatsoever nature if the
Project / Concession is not awarded to me/us or our Bid is rejected.
(26) The Bid Concession Fee has been quoted by me/us after taking into consideration all the
terms and conditions stated in the RFP, draft Concession Agreement, our own estimates of
traffic and after a careful assessment of the site, the As-Built Road Asset and all the
conditions that may have a bearing on the project.
(27) I/ We agree and undertake to abide by all the terms and conditions of the RFP document.
(28) {We, the Consortium Members agree and undertake to be jointly and severally liable for
all the obligations of the Concessionaire under the Concession Agreement till occurrence
of Financial Close in accordance with the Concession Agreement.}
(29) I/ We certify that in terms of the RFP, my/our Net worth/ Asset Under Management is
Rs.……………….. (Rs. in words).
(30) I/We shall keep this offer valid for 120(One hundred and twenty) days from the Bid Due
Date specified in the RFP.
(31) I/ We hereby submit our Bid and offer a Bid Concession Fee as indicated in Financial Bid
for undertaking the aforesaid Project in accordance with the Bidding Documents and the
Concession Agreement.
(32) It is also agreed that any change in the name (s) of the O&M Contractor would with be
prior consent of the Authority. We agree that the Authority shall grant such permission
only and only if the substitute proposed is of the required technical capability as applicable.
In witness thereof, I/we submit this Bid under and in accordance with the terms of the RFP
document.
Yours faithfully,
Date:
(Signature of the Authorised signatory)
Place:
(Name and designation of the of the Authorised signatory)
Name and seal of Bidder/Lead Member
Note: Paragraphs in curly parenthesis may be omitted by the Bidders, if not applicable to it, or
modified as necessary to reflect Bidder-specific particulars.
APPENDIX – IB
Declaration of O&M Contractor

New Delhi - 110 075
Sub: Declaration of O&M Entity to undertake O&M of ‘Project Name’ on Toll Operate Transfer
(TOT) Mode
Dear Sir,
We wish to confirm that our O&M Contractor for the subject project is ............................ We certify
that our selection did take into consideration the stipulated technical criteria of having executed the
operation and maintenance of at least 2 projects which have a Total Project Cost of above …Crore in
the last five years. The Project Details and the supporting documents are specified in Annexure III.
Yours faithfully,
Date:
(Signature of the Authorised signatory)
Place:
(Name and designation of the of the Authorised signatory)
Name and seal of Bidder/Lead Member
APPENDIX – IC
Letter comprising the Financial Bid
(Refer Clauses 2.1.5, 2.11.1 and 3.2)
(NOT TO BE SUBMITTED IN THE TECHINCAL BID)

New Delhi - 110 075 Dated:
Sub: Bid for Projects comprising of 8 National Highway stretches (Bundle 4) on Toll Operate
Transfer Mode
Dear Sir,
1. With reference to your RFP document dated *** **$, I/we, having examined the Bidding
Documents and understood their contents, hereby submit my/our Bid for the aforesaid Project.
The Bid is unconditional and unqualified.
2. I/ We acknowledge that the Authority will be relying on the information provided in

the Bid and the documents accompanying the Bid for selection of the Concessionaire for
the aforesaid Project, and we certify that all information provided in the Bid are true and
correct; nothing has been omitted which renders such information misleading; and all documents
accompanying the Bid are true copies of their respective originals.
3. The Bid Concession Fee has been quoted by me/us after taking into consideration all
the terms and conditions stated in the RFP, Draft Concession Agreement and its Schedules, our
own estimates of costs and after a careful assessment of the site, project assets, traffic and all
own the conditions that may affect and the implementation of the project.
4. I/ We acknowledge the right of the Authority to reject our Bid without assigning any reason or
otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to
challenge the same on any account whatsoever.
5. In the event of my/ our being declared as the Selected Bidder, I/we agree to enter into a
Concession Agreement in accordance with the draft that has been provided to me/us prior to the
Bid Due Date. We agree not to seek any changes in the aforesaid draft and agree to abide by the
same.
6. I/ We shall keep this offer valid for 120 (one hundred and twenty) days from the Bid Due Date
specified in the RFP.
7. I/ We hereby submit our Bid and offer a Bid Concession Fee of Rs. ......................................
(Rs................................................................................................. in words) for undertaking
the aforesaid Project in accordance with the Bidding Documents and the Concession
Agreement.
Yours faithfully,
Date: (Signature, name and designation of the

Place: Authorised Signatory )
Name & seal of Bidder/Lead Member:..........
Class III DSC ID of Authorised Signatory :.............
Appendix IA
Annex-I
Details of Bidder
(a) Name:
(b) Country of incorporation:
(c) Address of the corporate headquarters and its branch office(s), if any, in India:
(d) Date of incorporation and/ or commencement of business:
2. Brief description of the Company including details of its main lines of business and
proposed role and responsibilities in this Project:
3. Details of individual(s) who will serve as the point of contact/ communication for
the Authority:
(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Telephone Number:
(f) E-Mail Address:
(g) Fax Number:
4. Particulars of the Authorised Signatory of the Bidder:

(a) Name:
(b) Designation:
(c) Address:
(d) Phone Number:
(e) Fax Number:
5. In case of a Consortium:
(a) The information above (1-4) should be provided for all the Members of the
Consortium.
(b) A copy of the Joint Bidding Agreement, as envisaged in Clause 2.1.15 (g) should be
attached to the Application.
(c) Information regarding the role of each Member should be provided as per table
below:
Appendix I
Annex-I
Role* Percentage of equity in the

Sl.
Name of Member {Refer Clause Consortium {Refer Clauses
No.
2.1.15(d)}$ 2.1.15(a), (c) & (g)}
1.
2.
3.
4.
* The role of each Member, as may be determined by the Bidder, should be indicated in
accordance with instruction 4 at Annex-III.
(a) The following information shall also be provided for each Member of the
Consortium:
Name of Bidder/ member of Consortium:
No. Criteria Yes No
Has the Bidder/ constituent of the Consortium been barred £
1. by the Central/ State Government, or any entity controlled
by it, from participating in any project (BOT or otherwise).
If the answer to 1 is yes, does the bar subsist as on the date
2.
of Bid
Has the Bidder/ constituent of the Consortium paid
liquidated damages of more than 5% of the contract value
3. in a contract due to delay or has been penalised due to any
other reason in relation to execution of a contract, in the last
three years?
6. A statement by the Bidder and each of the Members of its Consortium (where
applicable) or any of their Associates disclosing material non-performance or
contractual non- compliance in past projects, contractual disputes and litigation/
arbitration in the recent past is given below (Attach extra sheets, if necessary):
$
All provisions contained in curly parenthesis shall be suitably modified by the Bidder to reflect the particulars relating to
such Bidder.
£
or has been declared by the Authority as non performer/blacklisted.
Appendix IA
ANNEX-II Annex-II
Financial Capacity of the Bidder
(Refer to Clauses 2.2.2(B), 2.2.3 (ii) and 3.5 of the RFP)
(In Rs. crore$$)

Proposed Equity
Bidder type Memb er Shareholding in Net Worth/Asset Under Management5
£
$ Code
Consortium (%)
Year Year Year Year Year
(1) (2) (3) 1 2 3 4 5
(4) (5) (6) (7) (8)
Single entity
Bidder
Consortium
Member 1
Consortium
Member 2
Consortium
Member 3
Consortium
Member 4
TOTAL
Name & address of Bidder’s Bankers:

$
A Bidder consisting of a single entity should fill in details as per the row titled Single entity Bidder
and ignore the rows titled Consortium Members. In case of a Consortium, row titled Single entity
Bidder may be ignored.
£Member Code shall indicate NA for Not Applicable in case of a single entity Bidder. For other
Members, the following abbreviations are suggested viz. LM means Lead Member, TM means
Technical Member, FM means Financial Member, OMM means Operation & Maintenance
Member; and OM means Other Member. In case the Eligible Project relates to an Associate of the
Bidder or its Member, write “Associate” along with Member Code.
5
Market Value of the Assets managed by self or on behalf of Investors
Appendix IA
Annex-II
€
The Bidder should provide details of its own Financial Capability or of an Associate specified in
Clause 2.1.18.
$$
For conversion of US Dollars to Rupees, the rate of conversion shall be taken from the daily
exchange rate published by the International Monetary Fund for the relevant date. . In case of any
other currency, the same shall first be converted to US Dollars as on the date 60 (sixty) days prior to
the Bid Due Date , and the amount so derived in US Dollars shall be converted into Rupees at the
aforesaid rate. The conversion rate of such currencies shall be the daily representative exchange
rates published by the International Monetary Fund for the relevant date.
Instructions:
The Bidder/ its constituent Consortium Members shall attach copies of the balance sheets, financial
statements and Annual Reports for 5 (five) years preceding the Bid Due Date. The financial
statements shall:
(a) reflect the financial situation of the Bidder or Consortium Members and its/ their
Associates where the Bidder is relying on its Associate’s financials;
(b) be audited by a statutory auditor;
(c) be complete, including all notes to the financial statements; and
(d) correspond to accounting periods already completed and audited (no statements for
partial periods shall be requested or accepted).
(e) Net Cash Accruals shall mean Profit After Tax + Depreciation
1. Net Worth shall mean aggregate value of the paid-up share capital and all reserves
created out of the profits and securities premium account, after deducting the aggregate
value of the accumulated loses, deferred expenditure and miscellaneous expenditure not
written off, as per the audited balance sheet, but does not include reserves created out of
revaluation of assets, write back of depreciation and amalgamation.
2. Year 1 will be the latest completed financial year, preceding the bidding. Year 2 shall be
the year immediately preceding Year 1 and so on. In case the Bid Due Date falls within
3 (three) months of the close of the latest financial year, refer to Clause 2.1.21.
3. In the case of a Consortium, a copy of the Jt. Bidding Agreement shall be submitted in
accordance with Clause 2.1.15 (g) of the RFP document.
4. The Bidder shall also provide the name and address of the Bankers to the Bidder.
5. The Bidder shall provide an Auditor’s Certificate specifying the net worth of the Bidder
and also specifying the methodology adopted for calculating such net worth in
accordance with Clause 2.2.3 (ii) of the RFP document.
Appendix I
Annex-III
ANNEX-III
Details of Projects of O&M Contractor
(Refer to Clauses 2.2.2(A), 3.4 and 3.5 of the RFP)
Project Code: Member Code:
Item Particulars of the Project
Title & nature of the project

Entity for which the project was
constructed/ developed
Location
Project cost
Whether credit is being taken for the
Eligible Experience of an Associate
(Yes/ No)
The Bidder claiming O&M Experience should provide a certificate from its statutory auditors or
the client in the format below:
Certificate from the Statutory Auditor/ Client regarding Operation and Maintenance
(O&M)
Based on its books of accounts and other published information authenticated by it, {this is to
certify that …………………….. (name of the O&M Contractor) was engaged by ………………..
(title of the project company) to execute ……………… (name of project) for ………………….
(nature of project)}. The project was commissioned on …………… (date). It is certified that
……………. (name of the O&M Contractor) received/paid Rs. ……….. cr. (Rupees
…………………………… crore) by way of payment for the aforesaid O&M works. The date of
commencement of such works was….and the end of such Works was…….
We further certify that the total Completed Capital Cost of the project is Rs. …… cr. (Rupees
…………………crore)
Name of the audit firm:

Seal of the audit firm: (Signature, name and designation of the
Date: authorised signatory).
Appendix IA
Annex-IV
ANNEX-IV
Statement of Legal Capacity
(To be forwarded on the letterhead of the Bidder / Lead Member of Consortium)
Ref. Date:
To,
National Highways Authority of India,
G-5 & 6, Sector 10, Dwarka
New Delhi - 110075
Dear Sir,
We hereby confirm that we/ our members in the Consortium (constitution of which has been
described in the application) satisfy the terms and conditions laid out in the RFP document.
We have agreed that ................................. (insert member’s name) will act as the Lead
member of our Consortium.*
We have agreed that ................................(insert individual’s name) will act as our

representative/ will act as the representative of the Consortium on its behalf* and has been
duly authorized to submit the RFP. Further, the authorised signatory is vested with requisite
powers to furnish such letter and authenticate the same.
Thanking you,
Yours faithfully,
(Signature, name and designation of the authorised signatory)
For and on behalf of……………………………..
*Please strike out whichever is not applicable.
APPENDIX-IA
Annexure V3
Guidelines of the Department of Disinvestment
(Refer Clause 1.2.1)
No. 6/4/2001-DD-II
Government of India
Department of Disinvestment
Block 14, CGO Complex
New Delhi. Dated 13th July, 2001.
OFFICE MEMORANDUM
Sub: Guidelines for qualification of Bidders seeking to acquire stakes in Public Sector Enterprises
through the process of disinvestment
Government has examined the issue of framing comprehensive and transparent guidelines
defining the criteria for bidders interested in PSE-disinvestment so that the parties selected through
competitive bidding could inspire public confidence. Earlier, criteria like net worth, experience etc.
used to be prescribed. Based on experience and in consultation with concerned departments,
Government has decided to prescribe the following additional criteria for the qualification/
disqualification of the parties seeking to acquire stakes in public sector enterprises through
disinvestment:
(a) In regard to matters other than the security and integrity of the country, any conviction by a
Court of Law or indictment/ adverse order by a regulatory authority that casts a doubt on the
ability of the bidder to manage the public sector unit when it is disinvested, or which relates
to a grave offence would constitute disqualification. Grave offence is defined to be of such a
nature that it outrages the moral sense of the community. The decision in regard to the
nature of the offence would be taken on case to case basis after considering the facts of the
case and relevant legal principles, by the Government of India.
(b) In regard to matters relating to the security and integrity of the country, any charge- sheet by
an agency of the Government/ conviction by a Court of Law for an offence committed by the
bidding party or by any sister concern of the bidding party would result in disqualification.
The decision in regard to the relationship between the sister concerns would be taken, based
on the relevant facts and after examining whether the two concerns are substantially
controlled by the same person/ persons.
(c) In both (a) and (b), disqualification shall continue for a period that Government deems
appropriate.
3
These guidelines may be modified or substituted by the Government from time to time
(d) Any entity, which is disqualified from participating in the disinvestment process, would not
be allowed to remain associated with it or get associated merely because it has preferred an
appeal against the order based on which it has been disqualified. The mere pendency of
appeal will have no effect on the disqualification.
(e) The disqualification criteria would come into effect immediately and would apply to all
bidders for various disinvestment transactions, which have not been completed as yet.
(f) Before disqualifying a concern, a Show Cause Notice why it should not be disqualified
would be issued to it and it would be given an opportunity to explain its position
(g) Henceforth, these criteria will be prescribed in the advertisements seeking Expression of
Interest (EOI) from the interested parties. The interested parties would be required to
provide the information on the above criteria, along with their Expressions of Interest
(EOI). The bidders shall be required to provide with their EOI an undertaking to the effect
that no investigation by a regulatory authority is pending against them. In case any
investigation is pending against the concern or its sister concern or against its CEO or any
of its Directors/ Managers/ employees, full details of such investigation including the name
of the investigating agency, the charge/ offence for which the investigation has been
launched, name and designation of persons against whom the investigation has been
launched and other relevant information should be disclosed, to the satisfaction of the
Government. For other criteria also, a similar undertaking shall be obtained along with EOI.
sd/- (A.K.
Tewari)
Under Secretary to the Government of India
APPENDIX – II
Bank Guarantee for Bid Security

(Refer Clauses 2.1.6 and 2.20.1)
B.G. No. Dated:
1. In consideration of you, National Highways Authority of India , having its office at G-5&6,
Sector-10, Dwarka, New Delhi-110075, (hereinafter referred to as the “Authority”, which
expression shall unless it be repugnant to the subject or context thereof include its, successors
and assigns) having agreed to receive the Bid of …………… (a Company registered under
Companies Act, 1956/2013) and having its registered office at (and acting on behalf of its
Consortium) (hereinafter referred to as the “Bidder” which expression shall unless it be
repugnant to the subject or context thereof include its/their executors administrators,
successors and assigns), for the Projects comprising of 8 National Highway stretches
(Bundle 4) on Toll Operate Transfer (TOT) mode. (hereinafter referred to as “the Project”)
pursuant to the RFP Document dated issued in respect of the Project and other related
documents including without limitation the draft concession agreement (hereinafter
collectively referred to as “Bidding Documents”), we (Name of the Bank) having our
registered office at …………….. and one of its branches at (hereinafter referred to as the
“Bank”), at the request of the Bidder, do hereby in terms of Clause 2.1.6 read with Clause
2.1.7 of the RFP Document, irrevocably, unconditionally and without reservation guarantee
the due and faithful fulfilment and compliance of the terms and conditions of the Bidding
Documents (including the RFP Document) by the said Bidder and unconditionally and
irrevocably undertake to pay forthwith to the Authority an amount of Rs. _____________
(Rupees _______________ only) (hereinafter referred to as the “Guarantee”) as our primary
obligation without any demur, reservation, recourse, contest or protest and without reference
to the Bidder if the Bidder shall fail to fulfil or comply with all or any of the terms and
conditions contained in the said Bidding Documents.
2. Any such written demand made by the Authority stating that the Bidder is in default of the
due and faithful fulfilment and compliance with the terms and conditions contained in the
Bidding Documents shall be final, conclusive and binding on the Bank.
3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and payable
under this Guarantee without any demur, reservation, recourse, contest or protest and without
any reference to the Bidder or any other person and irrespective of whether the claim of the
Authority is disputed by the Bidder or not, merely on the first demand from the Authority
stating that the amount claimed is due to the Authority by reason of failure of the Bidder to
fulfil and comply with the terms and conditions contained in the Bidding Documents
including failure of the said Bidder to keep its Bid open during the Bid validity period as
setforth in the said Bidding Documents for any reason whatsoever. Any such demand made on
the Bank shall be conclusive as regards amount due and payable by the Bank under this
Guarantee. However, our liability under this Guarantee shall be restricted to an amount not
exceeding Rs 41.70 Cr. (Rupees Forty One Crore Seventy Lakh only).
4. This Guarantee shall be irrevocable and remain in full force for a period of 120 (one hundred
and twenty) days from the Bid Due Date and a claim period of 120 (sixty) days or for such
extended period as may be mutually agreed between the Authority and the Bidder, and
agreed to by the Bank, and shall continue to be enforceable till all amounts under this
Guarantee have been paid.
5. We, the Bank, further agree that the Authority shall be the sole judge to decide as to whether
the Bidder is in default of due and faithful fulfilment and compliance with the terms and
conditions contained in the Bidding Documents including, inter alia, the failure of the Bidder
to keep its Bid open during the Bid validity period set forth in the said Bidding Documents,
and the decision of the Authority that the Bidder is in default as aforesaid shall be final and
binding on us, notwithstanding any differences between the Authority and the Bidder or any
dispute pending before any Court, Tribunal, Arbitrator or any other Authority.
6. The Guarantee shall not be affected by any change in the constitution or winding up of the
Bidder or the Bank or any absorption, merger or amalgamation of the Bidder or the Bank
with any other person.
7. In order to give full effect to this Guarantee, the Authority shall be entitled to treat the Bank
as the principal debtor. The Authority shall have the fullest liberty without affecting in any
way the liability of the Bank under this Guarantee from time to time to vary any of the terms
and conditions contained in the said Bidding Documents or to extend time for submission of
the Bids or the Bid validity period or the period for conveying acceptance of Letter of Award
by the Bidder or the period for fulfillment and compliance with all or any of the terms and
conditions contained in the said Bidding Documents by the said Bidder or to postpone for
any time and from time to time any of the powers exercisable by it against the said Bidder
and either to enforce or forbear from enforcing any of the terms and conditions contained in
the said Bidding Documents or the securities available to the Authority, and the Bank shall
not be released from its liability under these presents by any exercise by the Authority of the
liberty with reference to the matters aforesaid or by reason of time being given to the said
Bidder or any other forbearance, act or omission on the part of the Authority or any
indulgence by the Authority to the said Bidder or by any change in the constitution of the
Authority or its absorption, merger or amalgamation with any other person or any other
matter or thing whatsoever which under the law relating to sureties would but for this
provision have the effect of releasing the Bank from its such liability.
8. Any notice by way of request, demand or otherwise hereunder shall be sufficiently given or
made if addressed to the Bank and sent by courier or by registered mail to the Bank at the
address set forth herein.
9. We undertake to make the payment on receipt of your notice of claim on us addressed to
name of Bank along with branch address and delivered at our above branch who shall be
deemed to have been duly authorised to receive the said notice of claim.
10. It shall not be necessary for the Authority to proceed against the said Bidder before
proceeding against the Bank and the guarantee herein contained shall be enforceable against
the Bank, notwithstanding any other security which the Authority may have obtained from the
said Bidder or any other person and which shall, at the time when proceedings are taken
against the Bank hereunder, be outstanding or unrealised.
11. We, the Bank, further undertake not to revoke this Guarantee during its currency except
with the previous express consent of the Authority in writing
12. The Bank declares that it has power to issue this Guarantee and discharge the obligations
contemplated herein, the undersigned is duly authorised and has full power to execute this
Guarantee for and on behalf of the Bank.
13. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be restricted to
Rs. 41.70 Cr. (Rupees Forty One Crore Seventy Lakh only). The Bank shall be liable to
pay the said amount or any part thereof only if the Authority serves a written claim on
the Bank in accordance with paragraph 9 hereof, on or before __/__/20__ (indicate date
falling 180 days after the Bid Due Date).
14. The guarantor/bank hereby confirms that it is on the SFMS (Structural Finance Messaging
System) platform & shall invariably send an advice of this Bank Guarantee to the designated
bank of NHAI after obtaining details thereof from NHAI.
Details of Designated Bank A/C of NHAI for SFMS purpose: Canara Bank, Current A/c. No.
8598201005819; IFSC Code: CNRB0008598
Signed and Delivered by ........................... Bank
By the hand of Mr./Ms ..................... ,

its… ..................... and authorised official.
(Signature of the Authorised Signatory)

(Official Seal)
APPENDIX-III
Format for Power of Attorney for submission of Bid
Know all men by these presents, We, ..................................... (name of the firm and address of the
registered office) do hereby irrevocably constitute, nominate, appoint and authorize Mr. / Ms
(Name), son/daughter/wife of ………………………….. and presently residing at
………………………., who is presently employed with us/ the Lead Member of our Consortium
and holding the position of ………………………………, as our true and lawful attorney
(hereinafter referred to as the “Attorney”) to do in our name and on our behalf, all such acts, deeds
and things as are necessary or required in connection with or incidental to submission of our bid for
the (Projects comprising of 8 National Highway stretches (Bundle 4) on Toll, Operate Transfer
Mode) Project proposed or being developed by the National Highways Authority of India (the
“Authority”) including but not limited to signing and submission of all applications, bids and other
documents and writings, participate in bidders' and other conferences and providing information /
responses to the Authority, representing us in all matters before the Authority, signing and execution
of all contracts including the Concession Agreement and undertakings consequent to acceptance of
our bid, and generally dealing with the Authority in all matters in connection with or relating to or
arising out of our bid for the said Project and/or upon award thereof to us and/or till the entering into
of the Concession Agreement with the Authority.
AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and
things done or caused to be done by our said Attorney pursuant to and in exercise of the powers
conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in
exercise of the powers hereby conferred shall and shall always be deemed to have been done by us.
IN WITNESS WHEREOF WE, .......................................... , THE ABOVE NAMED PRINCIPAL

HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ……………. DAY OF
……………, 20…...
For ……………………………..
(Signature, name, designation and address)

of person authorized by Board Resolution
(in
case of Firms/Company)/Partner in case of
Partnership Firms
Witnesses:
1.
2.
Notarised
Notarised
Person identified by me/personally appeared before me
/signed before me/Attested/Authenticated*
(*Notary to specify as applicable)
(Signature, Name and Address of the Notary)
Seal of the Notary
Registration Number of the Notary
Date
Accepted
(Signature, name, designation and address of the Attorney)
Notes:
 The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant(s) and when it is so required, the same should be under common seal affixed in
accordance with the required procedure.
 Wherever required, the Bidder should submit for verification the extract of the charter
documents and documents such as a board or shareholders resolution/power of attorney in
favour of the person executing this Power of Attorney for the delegation of power
hereunder on behalf of the Bidder.
 For a Power of Attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the Power of
Attorney is being issued. However, the Power of Attorney provided by Bidders from
countries that have signed the Hague Legislation Convention, 1961 are not
required to be legalised by the Indian Embassy if it carries a conforming Appostille
certificate.
APPENDIX-IV
Format for Power of Attorney for Lead Member of Consortium
Whereas the National Highways Authority of India (“the Authority”) has invited bids from
interested parties for the Projects comprising of 8 National Highway stretches (Bundle 4) on Toll
Operate Transfer Mode ). (“the Project”). Whereas,………………., ............................. and
……….. (collectively the “Consortium”) being Members of the Consortium are interested in
bidding for the Project in accordance with the terms and conditions of the Request for Proposal and
other connected documents in respect of the Project, and
Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead
Member with all necessary power and authority to do for and on behalf of the Consortium, all acts,
deeds and things as may be necessary in connection with the Consortium’s bid for the Project and its
execution.
NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS
We, …………….. having our registered office at …………………., M/s ................................ ,

having our registered office at ………………., and M/s ............................................................... ,
having our registered office at ......................................................................................................... ,
(hereinafter collectively referred to as the “Principals”) do hereby irrevocably designate, nominate,
constitute, appoint and authorise M/s ............................................................................................... ,
having its registered office at ………………, being one of the Members of the Consortium, as the
Lead Member and true and lawful attorney of the Consortium (hereinafter referred to as the
(“Attorney”) and hereby irrevocably authorise the Attorney (with power to sub-delegate) to conduct
all business for and on behalf of the Consortium and any one of us during the bidding process and, in
the event the Consortium is awarded the Concession/ Contract, during the execution of the Project,
and in this regard, to do on our behalf and on behalf of the Consortium, all or any of such acts, deeds
or things as are necessary or required or incidental to the submission of its bid for the Project,
including but not limited to signing and submission of all applications, bids and other documents
and writings, accept the Letter of Award, participate in bidders’ and other conferences, respond to
queries, submit information/ documents, sign and execute contracts and undertakings consequent to
acceptance of the bid of the Consortium and generally to represent the Consortium in all its dealings
with the Authority, and/ or any other Government Agency or any person, in all matters in connection
with or relating to or arising out of the Consortium’s bid for the Project and/ or upon award thereof
till the Concession Agreement is entered into with the Authority.
AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things
done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred
by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise
of the powers hereby conferred shall and shall always be deemed to have been done by us/
Consortium.
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS

POWER OF ATTORNEY ON THIS …………….. DAY OF …………… 20……..
For ……………….
(Signature, Name & Title)
For ……………….
For ……………….
Witnesses:
1.
2.
(Executants)
(To be executed by all the Members of the Consortium)
Notes:
 The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant(s) and when it is so required, the same should be under common seal affixed in
accordance with the required procedure.
 Wherever required, the Bidder should submit for verification the extract of the charter
documents and documents such as a resolution/ power of attorney in favour of the person
executing this Power of Attorney for the delegation of power hereunder on behalf of the
Bidder.
 For a Power of Attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the Power of
Attorney is being issued. However, the Power of Attorney provided by Bidders from
countries that have signed the Hague Legislation Convention, 1961 are not
required to be legalised by the Indian Embassy if it carries a conforming Appostille
certificate.
APPENDIX V
Format for Joint Bidding Agreement for Consortium
(Refer Clause 2.1.9 & 2.1.15(g))
(To be executed on Stamp paper of appropriate value)
THIS JOINT BIDDING AGREEMENT is entered into on this the ………… day of …………
20…
AMONGST
{………… Limited, and having its registered office at } (herein after referred to
as the “First Part” which expression shall, unless repugnant to the context include its
successors and permitted assigns)
AND
{………… Limited, having its registered office at } and (hereinafter referred to as
the “Second Part” which expression shall, unless repugnant to the context include its
AND
{………… Limited, and having its registered office at } (hereinafter referred to
as the “Third Part” which expression shall, unless repugnant to the context include its
The above mentioned parties of the FIRST, {SECOND and THIRD} PART are collectively referred
to as the “Parties” and each is individually referred to as a “Party”
WHEREAS,
(A) THE NATIONAL HIGHWAYS AUTHORITY OF INDIA, established under the

National Highways Authority of India Act 1988, represented by its Chairman and having
its principal offices at G-5 & 6, Sector 10, Dwarka, New Delhi-110075 (hereinafter
referred to as the “Authority” which expression shall, unless repugnant to the context or
meaning thereof, include its administrators, successors and assigns) has invited bids (the
“Bids”) by its Request for Proposal No. ………… dated (the “RFP”) for award of
contract for (Projects comprising of 8 National Highway stretches (Bundle 4) on Toll
Operate Transfer (TOT) Mode (the “Project”) through public private partnership.
(B) The Parties are interested in jointly bidding for the Project as members of a Consortium
and in accordance with the terms and conditions of the RFP document and other bid
documents in respect of the Project, and
(C) It is a necessary condition under the RFP document that the members of the Consortium
shall enter into a Joint Bidding Agreement and furnish a copy thereof with the Bid.
NOW IT IS HEREBY AGREED as follows
1. Definitions and Interpretations

In this Agreement, the capitalised terms shall, unless the context otherwise requires, have the
meaning ascribed thereto under the RFP.
2. Consortium
2.1 The Parties do hereby irrevocably constitute a consortium (the “Consortium”) for the
purposes of jointly participating in the Bidding Process for the Project.
2.2 The Parties hereby undertake to participate in the Bidding Process only through this
Consortium and not individually and/ or through any other consortium constituted for
this Project, either directly or indirectly or through any of their Associates.
3. Covenants
The Parties hereby undertake that in the event the Consortium is declared the selected Bidder
and awarded the Project, it shall incorporate a special purpose vehicle (the “SPV”) under the
Indian Companies Act 1956/2013 for entering into a Concession Agreement with the
Authority and for performing all its obligations as the Concessionaire in terms of the
Concession Agreement for the Project.
4. Role of the Parties

The Parties hereby undertake to perform the roles and responsibilities as described below:
(a) Party of the First Part shall be the Lead member of the Consortium and shall have the
power of attorney from all Parties for conducting all business for and on behalf of the
Consortium during the Bidding
(b) Process and until the Appointed Date under the Concession Agreement when all the
obligations of the SPV shall become effective;
(c) Party of the Second Part shall be {the Technical Member of the Consortium;}
(d) Party of the Third Part shall be the Financial Member of the Consortium; and}
(e) Party of the Fourth Part shall be the Operation and Maintenance Member/Other
Member of the Consortium.}
5. Joint and Several Liability

The Parties do hereby undertake to be jointly and severally responsible for all obligations and
liabilities relating to the Project and in accordance with the terms of the RFP and the
Concession Agreement, till such time as the Financial Close for the Project is achieved under
and in accordance with the Concession Agreement.
6. Shareholding in the SPV
The Parties agree that the proportion of shareholding among the Parties in the SPV shall be as
follows:
First Party:
Second Party:
{Third Party:}
{Fourth Party:}
6.2 The Parties, excluding the O&M partner (if any), undertake that a minimum of 26%
(twenty six per cent) of the subscribed and paid up equity share capital of the SPV shall, at
all times till the second anniversary of the Appointed Date of the Project, be held by the
Parties of the First, {Second and Third} Part whose experience and networth have been
reckoned for the purposes of qualification and short-listing of Bidders for the Project in
terms of the RFP.
6.3 The Parties undertake that they shall collectively hold at least 51% (fifty one per cent) of
the subscribed and paid up equity share capital of the SPV at all times until the second
anniversary of the Appointed Date of each of the Project under the bundle.
6.4 The Parties undertake that they shall comply with all equity lock-in requirements set
forth in the Concession Agreement.
7. Representation of the Parties
Each Party represents to the other Parties as of the date of this Agreement that:
(a) Such Party is duly organised, validly existing and in good standing under the laws of its
incorporation and has all requisite power and authority to enter into this Agreement;
(b) The execution, delivery and performance by such Party of this Agreement has been
authorised by all necessary and appropriate corporate or governmental action and a copy
of the extract of the charter documents and board resolution/ power of attorney in favour
of the person executing this Agreement for the delegation of power and authority to
execute this Agreement on behalf of the Consortium Member is annexed to this
Agreement, and will not, to the best of its knowledge:
(i) require any consent or approval not already obtained;
(ii) violate any Applicable Law presently in effect and having applicability to it;
(c) violate the memorandum and articles of association, by-laws or other applicable
organisational documents thereof;
(d) violate any clearance, permit, concession, grant, license or other governmental
authorisation, approval, judgement, order or decree or any mortgage agreement,
indenture or any other instrument to which such Party is a party or by which such Party
or any of its properties or assets are bound or that is otherwise applicable to such Party;
or
(e) create or impose any liens, mortgages, pledges, claims, security interests, charges or
Encumbrances or obligations to create a lien, charge, pledge, security interest,
encumbrances or mortgage in or on the property of such Party, except for encumbrances
that would not, individually or in the aggregate, have a material adverse effect on the
financial condition or prospects or business of such Party so as to prevent such Party
from fulfilling its obligations under this Agreement;
(f) this Agreement is the legal and binding obligation of such Party, enforceable in
accordance with its terms against it; and

(g) there is no litigation pending or, to the best of such Party's knowledge, threatened to
which it or any of its Affiliates is a party that presently affects or which would have a
material adverse effect on the financial condition or prospects or business of such Party
in the fulfilment of its obligations under this Agreement.
8. Termination
This Agreement shall be effective from the date hereof and shall continue in full force and
effect until the Financial Close of the Project is achieved under and in accordance with the
Concession Agreement, in case the Project is awarded to the Consortium. However, in case the
Consortium is either not pre-qualified for the Project or does not get selected for award of the
Project, the Agreement will stand terminated in case the Bidder is not pre-qualified or upon
return of the Bid Security by the Authority to the Bidder, as the case may be.
9. Miscellaneous
9.1 This Joint Bidding Agreement shall be governed by laws of {India}.
9.2 The Parties acknowledge and accept that this Agreement shall not be amended by the
Parties without the prior written consent of the Authority.
IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND

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

For and on behalf of
LEAD MEMBER by: SECOND PART
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
For and on behalf of For and on behalf of

THIRD PART FOURTH PART
(Name) (Name)
(Address) (Address)

For and on behalf of For and on behalf of
FIFTH PART SIX PART
(Name) (Name)
(Address) (Address)
In the presence of:

1. 2.
Notes:
1. The mode of the execution of the Joint Bidding Agreement should be in accordance
with the procedure, if any, laid down by the Applicable Law and the charter
documents of the executant(s) and when it is so required, the same should be under
common seal affixed in accordance with the required procedure.
2. Each Joint Bidding Agreement should attach a copy of the extract of the charter
documents and documents such as resolution / power of attorney in favour of the
person executing this Agreement for the delegation of power and authority to
execute this Agreement on behalf of the Consortium Member.
3. For a Joint Bidding Agreement executed and issued overseas, the document shall
be legalised by the Indian Embassy and notarized in the jurisdiction where the
Power of Attorney has been executed.
APPENDIX VI
Integrity pact (Refer clause 4.4)
Draft Integrity Pact Format applicable for works having value of Rs. 100 Cr and above
(Projects comprising of 8 National Highway stretches (Bundle 4) on Toll Operate Transfer (TOT)
Mode (the “Project”) through a public private partnership.
(Commercial Operations Division)
Tender No.
This Integrity Pact is made at on this day of 2020
Between
National Highways Authority of India (NHAI), a statutory body constituted under the National
Highways Authority of India Act, 1988, which has been entrusted with the responsibility of
development, maintenance and management of National Highways, having its office at G-5 & 6,
Sector-10, Dwarka, New Delhi, hereinafter referred to as “The Principal”, which expression shall
unless repugnant to the meaning or contract thereof include its successors and permitted assigns.
and
. hereinafter referred to as “The Bidder/ Contractor/ Concessionaire/ Consultant” and which

expression shall unless repugnant to be meaning or context thereof include its successors and
permitted assigns.
Preamble
Whereas, the Principal intends to award, under laid down organizational procedures contract/s for
Principal values full compliance with all relevant laws of the land, rules of land, regulations,
economic use of resources and of fairness/ transparency in its relations with its Bidder(s) and for
Contractor(s)/Concessionaire(s)/Consultant(s).
And whereas in order to achieve these goals, the Principal will appoint an independent external
Monitor (IEM), who will monitor the tender process and the execution of the contract for
compliance with the Principles mentioned above.
And whereas to meet the purpose aforesaid, both the parties have agreed to enter into this Integrity
Pact (hereafter referred to as Integrity Pact) the terms and conditions of which shall also be read as
integral part and parcel of the Tender documents and contract between the parties. Now, therefore,
in consideration of mutual covenants stipulated in this pact, the parties hereby agree as follows and
this pact witnesseth as under:-
Article-1-Commitments of the Principal
(1) The Principal commits itself to take all measures necessary to prevent corruption and to
observe the following principle:-
(2) No employee of the Principal, personally or through family members, will in connection with
the lender for, or the execution of a contract, demand take a promise for or accept for self or
third person any material or immaterial benefit Which the person is not legally entitled to.
(3) The Principal will, during the tender process treat all Bidder(s) with equity and reason. The
Principal will in particular, before and during the tender process, provide to all Bidder(s) the
same information and will not provide to any Bidder(s) confidential/ additional information
through which the Bidder(s) could obtain an advantage in relation to the tender process or
the contract execution.
(4) The Principal will exclude all known prejudiced persons from the process, whose conduct in
the past has been of biased nature.
(5) If the Principal obtains information on the conduct of any of its employees which is a
criminal offence under the IPC/PC Act or any other Statutory Acts or if there be a
substantive suspicion in this regard, the Principal will inform the Chief Vigilance Officer
and in addition can initiate disciplinary actions as per its internal laid down Rules/
Regulations.
Artifcle-2 Commitments of the Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s)
The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) commit himself to take all measures
necessary to prevent corruption. He commits himself to observe the following principles during his
participation in the tender process and during the contract execution.
(a) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not, directly or through
any other person or firm, offer, promise or give to any of the Principals employees involved
in the tender process or the execution of the contract or to any third person any material or
other benefit which he/she is not legally entitled to, in order to obtain in exchange any
advantage of any kind whatsoever during the tender process or during the execution of the
contract.
(b) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not enter with other
Bidders into any undisclosed agreement or understanding, whether formal or informal. This
applies in particular to prices, specifications, certifications, subsidiary contracts, submission
or non-submission or bids or any other actions to restrict competitiveness or to introduce
cartelization in the bidding process.
(c) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not commit any offence
under the relevant IPC / PC. Act and other Statutory Acts; further the Bidder(s)/
Contractor(s)/ Concessionaire(s)/ Consultant(s) will not use improperly for purposes of
completion or personal gain, or pass on to others, any information or document provided by
the Principal as part of the business relationship, regarding plans, technical proposals and
business details, including information contained or transmitted electronically.
(d) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) of foreign origin shall

disclose the name and address of the Agents/ representatives in India. If any similarly the
Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) of Indian Nationality shall
furnish the name and address of the foreign principle, if any.
(e) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will, when presenting his
bid, disclose any and all payments he has made, is committed to or intends to make to
agents, brokers or any other intermediaries in connection with the award of the contract. He
shall also disclose the details of services agreed upon for such payments.
(f) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not instigate third
persons to commit offences outlined above or be an accessory to such offences.
(g) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) will not bring any outside
influence through any Govt. bodies/quarters directly or indirectly on the bidding process in
furtherance of his bid.
Article 3 Disqualification from tender process and exclusion from future contracts
(1) If the Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) before award or during

execution has committed a transgression through a violation of any provision of Article-2,
above or in any other from such as to put his reliability or credibility in question, the
Principal is entitled to disqualify the Bidder(s)/ Contractor(s)/ Concessionaire(s)/
Consultant(s) from the tender process.
(2) If the Bidder/Contractor/Concessionaire/Consultant has committed a transgression through

a violation of Article-2 such as to put his reliability or credibility into question, the
Principal shall be entitled to exclude including blacklist and put on holiday the
Bidder/Contractor/Concessionaire/Consultant for any future tenders/contract award process.
The imposition and duration of the exclusion will be determined by the severity of the
transgression. The severity will be determined by the Principal taking into consideration the
full facts and circumstances of each case particularly taking into account the number of
transgressions, the position of the transgressors within the company hierarchy or the
Bidder/Contractor/Concessionaire/Consultant and the amount of the damage. The exclusion
will be imposed for a minimum of 1 year.
(3) A transgression is considered to have occurred if the Principal after due consideration of the
available evidence concludes that “On the basis of facts available there are no material
doubts”.
(4) The Bidder/ Contractor/Concessionaire/Consultant will its free consent and without any
influence agrees and undertakes to respect and uphold the Principal’s absolute rights to
resort to and impose such exclusion and further accepts and undertakes not to challenge or
question such exclusion on any ground, including the lack of any hearing before the
decision to resort to such exclusion is taken. This undertaking is given freely and after
obtaining independent legal advice.
(5) The decision of the Principal to the effect that a breach of the provisions of this Integrity
Pact has been committed by the Bidder/ Contractor/Concessionaire/Consultant shall be final
and binding on the Bidder/ Contractor/Concessionaire/Consultant.
(6) On occurrence of any sanctions/ disqualification arising out from violation of integrity pact,
Bidder/ Contractor/Concessionaire/Consultant shall not be entitled for any compensation on
this account.
(7) Subject to full satisfaction of the Principal, the exclusion of the

Bidder/Contractor/Concessionaire/Consultant could be revoked by the Principal if the
Bidder/ Contractor/Concessionaire/Consultant can prove that he has restored/recouped the
damage caused by him and has installed a suitable corruption prevention system in his
organization.
Article 4 Compensation for Damages
(1) If the Principal has disqualified the Bidder(s) from the tender process prior to the award
according to Article3, the Principal shall be entitled to forfeit the Earnest Money
Deposit/Bid Security or demand and recover the damages equivalent to Earnest Money
Deposit/Bid Security apart from any other legal right that may have accrued to the Principal.
(2) In addition to above, the Principal shall be entitled to take recourse to the relevant provisions
of the contract related to Termination of Contract due to
Contractor/Concessionaire/Consultant’s Default. In such case, the Principal shall be
entitled to forfeit the Performance Bank Guarantee of the
Contractor/Concessionaire/Consultant and/or demand and recover liquidated and all
damages as per the provisions of the contact/Concession agreement against Termination.
Article 5 Previous Transgression
(1) The Bidder declares that no previous transgression occurred in the last 3 years immediately
before signing of this integrity pact with any other Company in any country conforming to
the anti corruption/Transparency International (TI) approach or with any other Public Sector
Enterprise/Undertaking in India or any Government Department in India that could justify
his exclusion from the lender process.
(2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the
tender process or action for his exclusion can be taken as mentioned under Article-3 above
for transgression of Article-2 and shall be liable for compensation for damages as per
Article-4 above.
Article 6 Equal treatment of all Bidders/ Contractors/ Concessionaires/ Consultants/

Subcontractors
(1) The Bidder(s)/Contractor(s)/Concessionaire(s)/Consultant(s) undertake(s) to demand from

all sub-contractors a commitment in conformity with this integrity Pact, and to submit it to
the Principal before contract signing.
(2) The Principal will enter into agreements with identical conditions as this one with all
Bidders/Contractors/Concessionaire/Consultant and Subcontractors.
(3) The Principal will disqualify from the lender process all Bidders who do not sign this Pact
violate previsions.
Article 7 Criminal charges against violating Bidder(s)/ Contractor(s)/ Concessionaire(s)/

Consultant(s)/ Sub-contractor(s)
If the Principal obtains knowledge of conduct of a Bidder/Contractor/Concessionaire/Consultant or

Subcontractor, or of an employee or a representative or an associate of a
Bidder/Contractor/Concessionaire/Consultant or Subcontractor, which constitutes corruption, or if the
Principal has substantive suspicion in this regard, the Principal will inform the same to the Chief
Vigilance Officer.
Article 8 Independent External Monitor (IEM)
(1) The Principal appoints competent and credible Independent External Monitor for this Pact.
The task of the Monitor is to review independently and objectively, whether and to what
extent the parties comply with the obligations under this agreement.
(2) The Monitor is not subject to instructions by the representatives of the parties and performs
his functions neutrally and independently. He reports to the Chairman, NHAI.
(3) The Bidder/Contractor/Concessionaire/Consultant accepts that the Monitor has the right to
access without restriction to all Project documentation of the Principal including that
provided by the Bidder/ Contractor/ Concessionaire/ Consultant. The Bidder/ Contractor/
Concessionaire/ Consultant will also grant the Monitor, upon his request and demonstration
of a valid interest, unrestricted and unconditional access to his project. The Monitor is under
contractual obligation to treat the information and documents of the Bidder/ Contractor/
Concessionaire/ Consultant/ subcontractors with confidentiality.
(4) The Principal will provide to the Monitor sufficient information about all meetings among
the parties related to the Project provided such meetings could have an impact on the
contractual relations between the Principal and the Bidder/Contractor/
Concessionaire/Consultant. The parties offer to the Monitor the option to participate in such
meetings.
(5) As soon as the Monitor notices, or believes to notice any transgression as given in Article-2,
he may request the Management of the Principal to take corrective action, or to take
relevant action. The monitor can in this regard submit non• binding recommendations.
Beyond this, the Monitor has no right to demand from the parties that they act in a specific
manner, refrain from action or tolerate action.
(6) The Monitor will submit a written report to the Chairman, NHAI within 8-10 weeks from
the date of reference or intimation to him by the Principal and, should the occasion arise,
submit proposals for correcting problematic situations.
(7) If the Monitor has reported to the Chairman, NHAI, a substantiated suspicion of under
relevant IPC/PC Act or any other Statutory Acts, and the Chairman, NHAI has not, within
the reasonable time taken visible action to proceed against such offence or reported it the
Chief Vigilance Officer, the Monitor may also transmit this information directly to the
Central Vigilance Commissioner.
(8) The word 'Monitor' would include both singular and plural.
Article 9 Pact Duration

This Pact begins when both parties have signed (In case of EPC i.e. for projects funded by Principal
and consultancy services) It expires for the Contractor/Consultant 12 months after his Defect Liability
Period is over or 12 months after his last payment under the contract whichever is later and for all
other unsuccessful Bidders 6 months after this Contract has been awarded (In case BOT projects) It
expires for the concessionaire 24 months after his concession period is over and for all other
unsuccessful Bidders 6 months after this Contract has been awarded.
If any claim is made/lodged during this time, the same shall be biding and continue to be valid
despite the lapse of this pact as specified above, unless it is discharged determined by Chairman of
NHAI.
Article 10 Other Provisions
(1) This pact is subject to Indian Law, Place of performance and jurisdiction is the Registered
Office of the Principal, i.e. New Delhi.
(2) Changes and supplements as well as termination notices need to be made in wiring.
(3) If the Bidder/Contractor/Concessionaire/Consultant is a partnership or a consortium, this

pact must be signed by all partners or consortium members.
(4) Should one or several provisions of this agreement turn out to be invalid, the reminder of
this agreement remains valid, in this case, the parties will strive to come to an agreement
to their original intentions.
(5) Amy dispute/differences arising between the parties with regard to term of this Pact, any
action taken by the Principal in accordance with this Pact or interpretation thereof shall not
be subject to any Arbitration.
(6) He actions stipulated in the integrity Pact are without prejudice to any other legal action
that may follow in accordance with the provisions to the extant law in force relating to
any civil or criminal proceedings.
In witness whereof he parties have signed and executed this pact at the place and date first done
mentioned in the presence of following witnesses:-
(For & On behalf of the (Principal) (For & On behalf of Bidder/
Contractor/Concessionaire/Consultant
(Office Seal)
Place
Date
Witness 1:
(Name & Address)
Witness 2:
(Name & Address)
APPENDIX VII
Year Wise Distribution of Initial Estimated Concession Value
of Authority
As provided in Schedule Q of the Draft Concession Agreement

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Public Private Partnership in

Tolling, Operation, Maintenance &

REQUEST FOR PROPOSAL (RFP)

16TH October, 2019

S. No. Contents Page No.

C Preparation and Submission of Bids 29

2.19 Correspondence with the Bidder 34

3 Evaluation of Technical Bids and Opening & Evaluation of 37

4 Fraud and Corrupt Practices 41

National Highways Authority of India

Notice Inviting Bid

Bid/ Package no: NHAI/13013/CO/2018-19/TOT/ 4 Dated : 16/10/2019

Patiala Bypass – Sangrur Bypass section of new NH 07 from 60.720

Associate As defined in Clause 2.1.18

National Highways Authority of India

1.2. Brief description of Bidding Process

thereof are spelt out in this RFP.

1.3. Schedule of Selection process

2.1.2 An international Bidder bidding individually or as a member of a Consortium shall

2.1.13 This RFP is not transferable.

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

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

Concessionaire in terms of the Concession Agreement, in case the concession

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

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

b) information supplied by a Bidder (or other constituent Member if the Bidder is a

c) in responding to the RFP submissions, Bidders should demonstrate their

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

2.1.20 Clearance from national security and public interest perspective –

2.2 Eligibility and qualification requirements of Bidder

Clause 2.2.1(c), indirect shareholding held through one or more intermediate

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

(A) Technical Capacity:

2.3 Proprietary data

2.4 Cost of Bidding

2.5 Site visit and verification of information

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

2.6 Verification and Disqualification

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

2.7 Contents of the RFP

Invitation for Bids

II. Bank Guarantee for Bid Security

S. No. Particulars Particulars

3. Account No. 8598201005819

2.9 Amendment of RFP

C. PREPARATION AND SUBMISSION OF BIDS

2.10 Format and Signing of Bid

2.11 Documents comprising Technical and Financial Bid

Technical and Financial Bid

b) Appendix-IB- (Letter of Declaration of O&M Contractor)-In the event that the

j) Proof of online payment of Rs.4,20,000/- (Rupees Four Lakh Twenty Thousand

b) if applicable, Original Power of Attorney for Lead Member of Consortium as per

i) Original Statement of Legal Capacity as per format at Annexure IV to Appendix I.

2.12 Bid Due Date

specified at Clause 2.11.4.

2.13 Late Bids

2.14 Procedure for e-tendering

2.14.1 Accessing/ Purchasing of Bid documents

a) Registration with e-procurement portal of the Authority should be valid at least

2.14.2 Preparation & Submission of Bids:

2.14.3 Modifications/ Substitution/ withdrawal of Bids

2.15 Online Opening of Bids