National Highways Authority of India Request for Proposals

NATIONAL HIGHWAYS AUTHORITY OF INDIA,

Ministry of Road Transport & Highways,
Government of India

International Competitive Bidding under Single Stage Bidding

Process for

Construction work of 4-lane Highway from Km 0+000 to Km

42+040 Bhopal (Ratnaigiri Tiraha) to Vidisha (Morikodi) section
of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode).

REQUEST FOR PROPOSAL (RFP)

BID DOCUMENT

VOLUME -I

INSTRUCTIONS TO BIDDERS

August 2024

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 1
National Highways Authority of India Request for Proposals

TABLE OF CONTENTS

S.
Contents Page No.
No.
Notice inviting RFP 4
Disclaimer 6
Glossary 8
1 Introduction 9
1.1 Background 9
1.2 Brief description of Bidding Process 10
1.3 Schedule of Bidding Process 13
2 Instructions to Bidders 14
A General 14
2.1 General terms of Bidding 14
2.2 Eligibility and qualification requirement of Bidder 21
2.3 Proprietary Data 26
2.4 Cost of Bidding 27
2.5 Site visit and verification of information 27
2.6 Verification and Disqualification 28
B Documents 29
2.7 Contents of the RFP 29
2.8 Clarifications 29
2.9 Amendment of RFP 30
C Preparation and Submission of BIDs 30
2.10 Format and Signing of BID 30
2.11 Documents comprising Technical & financial BID 31
2.12 BID Due Date 33
2.13 Late BIDs 34
2.14 Procedure of e-tendering 34
2.15 Online opening of Bids 35
2.16 Rejection of BIDs 35
2.17 Validity of BIDs 36
2.18 Confidentiality 36
2.19 Correspondence with the Bidder 36
D BID Security 36
2.20 BID Security 36

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 2
National Highways Authority of India Request for Proposals

3 Evaluation of Technical and Opening & Evaluation of financial 39

Bids
3.1 Opening and Evaluation of Technical Bids 39
3.2 Test of Responsiveness 39
3.3 Evaluation parameters 40
3.4 Technical capacity for purpose of evaluation 40
3.5 Details of experience 43
3.6 Financial Information for purpose of evaluation 43
3.7 Opening and Evaluation of Financial Bids 44
3.8 Selection of Bidder 44
3.9 Contacts during Bid Evaluation 45
3.10 Correspondence with Bidder 45
4 Fraud and Corrupt Practices 46
5 Pre-BID Conference 48
6 Miscellaneous 49
Appendices

IA Letter comprising the Technical BID 50

IB Letter comprising the Financial BID 55
II 71
Bank Guarantee for BID Security
III Format for Power of Attorney for signing of BID 72
IV Format for Power of Attorney for Lead Member of Consortium 74
V Format for Joint Bidding Agreement for Consortium 76
VI Integrity Pact 82
VII Certificate regarding Compliance with Restrictions under Rule 144 (xi)
of the General Financial Rules (GFRs) 90

VIII Surety Bond for Bid Security 91

Annexure of Appendix 1A

I Details of Bidder 57
II Technical Capacity of the Bidder 59
III Financial Capacity of the Bidder 61
IV Details of Eligible Project 63
V Statement of legal capacity 68
VI Guidelines of the Department of Disinvestment 69

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 3
National Highways Authority of India Request for Proposals

NATIONAL HIGHWAYS AUTHORITY OF INDIA

G-5 & 6, Sector-10, Dwarka, New Delhi-110075
Notice Inviting Bid

Bid/ Package no.: Dated: 28.11.2023

RFP for Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal
(Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of
Madhya Pradesh on HAM (Hybrid Annuity Mode).
The Government of India had entrusted to the Authority the development, maintenance and
management of National Highway No. 146 including the section from Design chainage
0+000 near Ratna giri Tihara to Design Chainage km 42.04 near Morikodi. The Authority
had resolved to undertake the Construction work of 4-lane Highway from Km 0+000 to
Km 42+040 Bhopal (Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146 under
NH (O) in the State of Madhya Pradesh on HAM (Hybrid Annuity Mode). (hereinafter
called the “NH”) in the State of Madhya Pradesh by Four-Laning thereof (the “Project”) on
design, build, operate and transfer (the “DBOT Annuity” or “Hybrid Annuity”) basis, and
has decided to carry out the bidding process for selection of a private entity as the Bidder
to whom the Project may be awarded. Brief particulars of the Project are as follows:
Name of the Highway Length Estimated
(in Km) Project Cost
(Excluding GST)
(In Rs. Cr.)
Construction work of 4-lane Highway from Km 0+000 42.04 803.13
to Km 42+040 Bhopal (Ratnaigiri Tiraha) to Vidisha
(Morikodi) section of NH-146 under NH (O) in the
State of Madhya Pradesh on HAM (Hybrid Annuity
Mode).
The complete BID document can be viewed / downloaded from e-procurement portal of
NHAI http://etenders.gov.in from 28.11.2023 to 28.10.2024 (up to 1100 Hrs. IST). Bid
must be submitted online only at http://etenders.gov.in during the validity of registration
with the NHAI e-Tendering Portal being managed by National Informatic Centre (NIC),
i.e. http://etenders.gov.in on or before 28.10.2024 (upto 1100 hours IST). Technical
submissions of the Bids received online shall be opened on 29.10.2024 (at 1130 hours IST).
2

Bid submitted through any other mode shall not be entertained. However, Bid Security,
Power of Attorney for signing of Bid, Power of Attorney for lead member of Consortium,
if any, Joint Bidding Agreement for Consortium, if any, Integrity Pact, and experience
certificates apostile at foreign origin, if any, and other documents required as per clause
2.11.2 of RFP shall be submitted physically in original by the Lowest Bidder before
issuance of Letter of Award (LOA) by the Authority. 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,
Pradeep Lal
General Manager (T) MP
National Highways Authority of India
G-5 & 6, Sector-10, Dwarka, New Delhi-110075
Pradeeplal@nhai.org

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 4
National Highways Authority of India Request for Proposals

DISCLAIMER

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

This RFP is not an Agreement and is neither an offer nor invitation by the Authority to the
prospective Bidders or any other person. The purpose of this RFP is to provide interested
parties with information that may be useful to them in making their financial offers (BIDs)
pursuant to this RFP. This RFP includes statements, which reflect various assumptions
and assessments arrived at by the Authority in relation to the Project. Such assumptions,
assessments and statements do not purport to contain all the information that each Bidder
may require. This RFP may not be appropriate for all persons, and it is not possible for
the Authority, its employees or advisors to consider the investment objectives, financial
situation and particular needs of each party who reads or uses this RFP. The assumptions,
assessments, statements and information contained in the Bidding Documents, especially
the [Feasibility Report], 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 Applicant or Bidder under any law, statute, rules or
regulations or tort, principles of restitution or unjust enrichment or otherwise for any loss,
damages, cost or expense which may arise from or be incurred or suffered on account of
anything contained in this RFP or otherwise, including the accuracy, adequacy,
correctness, completeness or reliability of the RFP and any assessment, assumption,
statement or information contained therein or deemed to form part of this RFP or arising
in any way 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 or Concessionaire, as the case may be, for the Project and the
Authority reserves the right to reject all or any of the Bidders or BIDs without assigning any
reason whatsoever.
The Bidder shall bear all its costs associated with or relating to the preparation and
submission of its BID including but not limited to preparation, copying, postage, delivery
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 5
National Highways Authority of India Request for Proposals

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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 6
National Highways Authority of India Request for Proposals

GLOSSARY

Associate As defined in Clause 2.1.18

Authority As defined in Clause 1.1.1
Bank Guarantee As defined in Clause 2.20.1
BID(s) As defined in the Disclaimer
Bidders As defined in Clause 1.2.2
Bidding Documents As defined in Clause 1.1.7
BID Due Date As defined in Clause 1.1.7
Bidding Process As defined in Clause 1.2.1
BID Security As defined in Clause 1.2.4
BID Project Cost As defined in Clause 1.2.6
Concession As defined in Clause 1.1.5
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
Consortium As defined in Clause 2.2.1(a)

Estimated Project Cost As defined in Clause 1.1.4

Feasibility Report As defined in Clause 1.2.3
Government Government of India
Lowest Bidder As defined in Clause 1.2.6
LOA As defined in Clause 3.8.4
Project As defined in Clause 1.1.1
Re. or Rs. or INR Indian Rupee
RFP or Request for Proposals As defined in the Disclaimer
Selected Bidder As defined in Clause 3.8.1

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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 7
National Highways Authority of India Request for Proposals

NATIONAL HIGHWAYS AUTHORITY OF INDIA

SECTION 1

INTRODUCTION

1.1. Background

1.1.1 The National Highways Authority of India (the “Authority”) is engaged in the
development of National Highways and as part of this endeavour, the Authority has
decided to undertake development and operation / maintenance of “Construction
work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya
Pradesh on HAM (Hybrid Annuity Mode).” Project (the “Project”) through Public
Private Partnership (the “PPP”) on Design, Build, Operate and Transfer (“DBOT
Annuity or Hybrid Annuity”) basis, and has decided to carry out the bidding process
for selection of a private entity as the Bidder to whom the Project may be awarded.
A brief description of the Project may be seen in the Information Memorandum of
the Project at the Authority’s website www.nhai.gov.in/ http://etenders.gov.in.
Brief particulars of the Project are as follows:

Project Name Length (in Estimated

Km) Project Cost
(Excluding
GST)
(In Rs. Cr.)
Construction work of 4-lane Highway from Km 0+000 42.04 803.13
to Km 42+040 Bhopal (Ratnaigiri Tiraha) to Vidisha
(Morikodi) section of NH-146 under NH (O) in the
State of Madhya Pradesh on HAM (Hybrid Annuity
Mode).

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 designing, engineering, financing, procurement, construction, operation and
maintenance of the Project 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 thereto.

1.1.3 The scope of work will broadly include Construction work of 4-lane Highway from
Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha) to Vidisha (Morikodi) section
of NH-146 under NH (O) in the State of Madhya Pradesh on HAM (Hybrid Annuity
Mode). with construction of new pavement, rehabilitation of existing pavement,
construction construction and/ or rehabilitation of major and minor bridges,
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 8
National Highways Authority of India Request for Proposals

culverts, road intersections, interchanges, drains, etc. including those prescribed in

the Concession Agreement and its Schedules and the operation and maintenance
thereof.

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

1.1.5 The Concession Agreement sets forth the detailed terms and conditions for grant of
the concession to the Concessionaire, including the scope of the Concessionaire’s
services and obligations (the “Concession”).

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

1.1.7 The Authority shall receive Bids pursuant to and 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”).

1.1.8 a. The Selected Bidder shall use the Link ‘Data Lake Portal’ available on NHAI
website nhai.gov.in to communicate with the Independent Engineer and NHAI for all
contractual correspondence.

b. No Physical document shall be accepted unless and until the same is specifically
stated so in the RFP or it is a legal requirement

1.2. Brief description of Bidding Process

1.2.1 The Authority has adopted a single stage two envelop process (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 envelops. Prior to or along with
the Bid, the Bidder shall pay to the Authority a sum of Rs. 90,000/- (Rupees
Ninety Thousand only) as the cost of the RFP process transmitted online to
NHAI. Eligibility and qualification of the Bidder will be first examined based on
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 9
National Highways Authority of India Request for Proposals

the details submitted under first envelop (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 Consortium). The Financial Bid under the second envelop shall be opened of
only those Bidders whose Technical Bids are responsive to eligibility and
qualifications requirements as per this RFP. The details of NHAI Account for
deposition of application cost of bid document online is given below:

Name of Beneficiary National Highways Authority of India

Name of Bank Canara Bank
Account Number 8598201005819
IFSC Code CNRB0008598

GOI has issued guidelines (see Annexure VI 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 (the “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 agreement for the Project is
enclosed for the Bidders. The Feasibility Report / Detailed Project Report prepared
by the Authority/ consultants of the Authority (the "Feasibility Report/Detailed
Project Report")is 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 A Bidder is required to deposit, along with its Bid, a Bid Security1 of Rs.
8.03 Crores (Rupees Eight Crore and Three Lakhs only) (the "Bid Security"),
refundable not later than 90 (ninety) 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 Insurance Surety Bonds, Account Payee
Demand Draft, Fixed Deposit Receipt, Banker’s Cheque or Bank Guarantee
(including e-Bank Guarantee) or acceptable to the Authority, and in such event, the
validity period of the Insurance Surety Bonds, Account Payee Demand Draft, Fixed

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 10
National Highways Authority of India Request for Proposals

Deposit Receipt, Banker’s Cheque or Bank Guarantee (including e - Bank

Guarantee) shall not be less than 120 (one hundred and twenty) days from the Bid
Due Date with a claim period of 60 (sixty) days, and may be extended as may be
mutually agreed between the Authority and the Bidder from time to time and that
the validity of the demand draft shall not be less than 60 (sixty) days from the Bid
Due Date. Upon submission of demand draft, the same shall be encashed by the
Authority. The Insurance Surety Bond shall be verified from the specific portal
created for this purpose This e- Guarantee shall be transmitted through SFMS
Gateway to NHAI Bank. The Bid shall be summarily rejected if it is not
accompanied by the Bid Security.

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

1.2.6 Bids will be evaluated on the basis of the lowest Bid Project Cost. The Concession
Period is pre-determined. The Bid Project Cost shall constitute the sole criteria for
evaluation of Bids.

The discount rate for calculation of NPV shall be average of one year MCLR of top
5 Scheduled Commercial Banks2 + 1.25% and average of one year MCLR of top 5
Scheduled Commercial Banks shall be the average MCLR of top 5 Scheduled
Commercial Banks declared by the Authority and applicable on the date of
submission of the Bid.

In this RFP, the term “Lowest Bidder” shall mean the Bidder whose Bid Project
Cost is the lowest.

1.2.7 Generally, the Lowest 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 Lowest Bidder in case
such Lowest Bidder withdraws or is not selected for whatsoever reason except the
reason mentioned in clause 1.2.12 and 3.8.1 of RFP. In the event that none of the
other Bidders match the Bid of the Lowest Bidder, the Authority may, in its
discretion, either invite fresh Bids from the remaining Bidders or annul the Bidding
Process.

1.2.8 In the event, the Bid Project Cost of the Lowest Bidder is lower by more than 10%
with respect to the Estimated Project Cost, the Concessionaire shall submit an
Additional Performance Security (the “Additional Performance Security” as per

2
The Authority shall declare the list of top 5 Scheduled Commercial Banks on 1 st September every calendar
year based on the balance sheet size as declared in their annual reports. The 1 year MCLR of top 5 Scheduled
Commercial Banks shall be taken at the start of every quarter.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 11
National Highways Authority of India Request for Proposals

the provision of the Concession Agreement. The Additional Performance Security

shall be determined @ 10% of the difference in the Estimated Project Cost and the
Bid Project Cost.

Provided that, the amount of Additional Performance Security shall not exceed the
amount of Performance Security

1.2.9 The Concessionaire shall not be entitled to levy and charge a user fee from users of
the Project.

1.2.10 Other details of the process to be followed under this bidding process and the
terms thereof are spelt out in this RFP.

1.2.11 Any queries or request for additional information concerning this RFP shall be
submitted by e-mail to the officer designated in Clause2.11.4 below with
identification/ title: “Queries/Request for Additional Information:
RFP for Construction work of 4-lane Highway from Km 0+000 to Km 42+040
Bhopal (Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146 under NH (O)
in the State of Madhya Pradesh on HAM (Hybrid Annuity Mode).

1.2.12 In case Lowest Bidder fails to submit the originals Bid Security, Power of Attorney
for signing of Bid, Power of Attorney for lead member of Consortium, if any, Joint
Bidding Agreement for Consortium, if any, Integrity Pact, and experience
certificates apostile at foreign origin, if any, and other documents required as per
clause 2.11.2 of RFP, the Bidding Process shall be annulled and Tender shall be re-
invited.

1.2.13 A Bidder is required to submit, along with its technical BID, a self- certification that
the item offered meets the local content requirement for ‘Class – I local Supplier’ /
‘Class – II local Supplier’, as the case may be. The self-certification shall also have
details of the location(s) at which the local value addition is made. In case, bidder
has not submitted the aforesaid certification the bidder will be treated as ‘Non-
Local Supplier’.

In the above pretext, the Class – I Local Supplier, Class – II Local Supplier and the
Non- Local Supplier are defined as under:

(i) ‘Class – I local Supplier’ means a supplier or service provider, whose goods,
services or works offered for procurement, meets the minimum local content as
prescribed for ‘Class – I local Supplier’ under this RFP. The ‘local content’
requirement to categorize a supplier as ‘Class – I local Supplier’ is minimum 50%.

(ii) ‘Class – II local Supplier’ means a supplier or service provider, whose goods,
services or works offered for procurement, meets the minimum local content as

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 12
National Highways Authority of India Request for Proposals

prescribed for ‘Class – II local Supplier’ under this RFP. The ‘local content’
requirement to categorize a supplier as ‘Class – II local Supplier’ is minimum 20%.

(iii) ‘Non – local Supplier’ means a supplier or service provider, whose goods,
services or works offered for procurement, has local content less than that
prescribed for ‘Class – II local supplier’ under this RFP.

(iv) ‘Local content’ means the amount of value added in India which shall be the
total value of item procured (excluding net domestic indirect taxes) minus the value
of imported content in the item (including all customs duties) as a proportion of the
total value, in percent

In case of procurement for a value in excess of Rs. 10 crores, the ‘Class – I local
supplier’ / ‘Class – II local supplier’ shall provide a certificate from the statutory
auditor or cost auditor of the company (in case of companies) or from a practicing
cost accountant or practicing chartered accountant (in respect of suppliers other than
companies) giving the percentage of local content.

1.3. Schedule of Bidding Process

The Authority shall endeavour to adhere to the following schedule:

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 13
National Highways Authority of India Request for Proposals

Sl. Event Description Date

No.
1. Invitation of RFP (NIT) 28.11.2023
2. Last date for receiving queries ________
3. Pre-Bid meeting at venue mentioned at ________
Clause 2.11.4
4. Authority response to queries latest by _______
5 Last Date of Request for Bid Documents 28.10.2024 Upto 1100
Hours IST
6. Date of submission of Tender/Bid (online) 28.10.2024 Upto 1100
– Bid Due Date Hours IST
7 Opening of Technical Bids at venue 29.10.2024 at 11.30 Hrs.
provided in Clause 2.11.4
8. Declaration eligible / qualified Bidders To be notified by the
Authority
9 Opening of Financial Bid To be notified by the
Authority
10 Physical Submission of originals Bid To be notified by the
Security, Power of Attorney for signing of Authority
Bid, Power of Attorney for lead member of
Consortium, if any, Joint Bidding
Agreement for Consortium, if any, Integrity
Pact, and experience certificates apostile at
foreign origin, if any, and other documents
required as per clause 2.11.2 of RFP by the
Lowest Bidder.
11. Date of issue of Letter of Award (LOA) in To be notified by the
case where Authority is competent Authority
12 Return of signed duplicate copy of LOA To be notified by the
Authority
13. Validity of Bid 120 days from Bid Due
Date
14 Signing of Agreement Within 45 days of award of
LOA

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National Highways Authority of India Request for Proposals

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National Highways Authority of India Request for Proposals

SECTION-2
INSTRUCTIONS TO BIDDERS

A. GENERAL

2.1 General terms of Bidding

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

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

shall ensure that Power of Attorney is legalised/apostille by appropriate
authority notarised in the jurisdiction where the Power of Attorney is being
issued and requirement of Indian Stamp Act is duly fulfilled.

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

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

2.1.5 The Bid shall be furnished in the format exactly as per Appendix-I i.e. Technical
Bid as per Appendix IA and Financial Bid as per Appendix IB. Bid amount shall
be indicated clearly in both figures and words, in Indian Rupees, in
prescribed format of Financial Bid and shall 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 deposit a Bid Security of Rs.8.03 Crores (Rupees Eight Crore
and Three Lakhs only) in accordance with the provisions of this RFP. The Bidder
has the option to provide the Bid Security either as Insurance Surety Bonds as per
the format at Appendix-VIII, Account Payee Demand Draft, Fixed Deposit Receipt,
Banker’s Cheque or Bank Guarantee (including e – Bank Guarantee) acceptable to

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National Highways Authority of India Request for Proposals

the Authority, as per format at Appendix-II. The Bidders shall also make online
payment towards cost of bid document of Rs. 90,000/- (Rupees Ninety thousand only)
transmitted online to NHAI.

2.1.7 The validity period of the Insurance Surety Bonds, Account Payee Demand Draft,
Fixed Deposit Receipt, Banker’s Cheque or Bank Guarantee (including e – Bank
Guarantee), as the case may be, shall not be less than 120 (one hundred and twenty)
days from the Bid Due Date with a claim period of 60 (Sixty) days, and may be
extended as may be mutually agreed between the Authority and the Bidder. The
Bid shall be summarily rejected if it is not accompanied by the Bid Security. The
Bid Security shall be refundable no later than 90(ninety) 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 submit a Power of Attorney as per the format at Appendix-III,
authorising the signatory of the Bid to commit the Bidder.

2.1.9 In case the Bidder is a Consortium, the Members thereof should furnish a Power of
Attorney in favour of any Member, which 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.

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.

2.1.13 This RFP is not transferable.

€
In case of a Consortium, the Members should submit a Power of Attorney infavour 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 submit a
power of Attorney as per the format in Appendix-III, authorising the signatory of the Application. Members of the
Consortium of need not submit Power of Attorney as per the format at Appendix-III, authorising the signatory of the
Application.

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National Highways Authority of India Request for Proposals

2.1.14 Any award of Project pursuant to this RFP shall be subject to the terms of Bidding
Documents.

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. 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). However,

none of the members in a Consortium should be under any sort of
ineligibility under the Bid documents 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) the members of a Consortium shall form an appropriate SPV to execute the
Project, if awarded to the Consortium;

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

(i) convey the intent to form an SPV, solely for the purpose of
domiciling the Project 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
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National Highways Authority of India Request for Proposals

Concession Agreement, in case the concession to undertake the

Project is awarded to the Consortium;

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

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

(iv) commit that each of the members, whose experience will be

evaluated for the purposes of this RFP, shall subscribe to 26%
(twenty six per cent) or more of the paid up and subscribed equity of
the SPV and shall further commit that each such member shall, for a
period of 6 (six) months from the date of commercial operation of
the Project, hold equity share capital not less than: (i) 26% (twenty
six per cent) of the subscribed and paid up equity share capital of the
SPV; and (ii) 5% (five per cent) of the Total Project Cost specified
in the Concession Agreement;

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

hold at least 51% (fifty one per cent) of the subscribed and paid up
equity of the SPV at all times until six months of the commercial
operation date of the Project; 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 the Project until the Financial Close of
the Project is achieved in accordance with the 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

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National Highways Authority of India Request for Proposals

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.

2.1.18 In computing the Technical Capacity and Net Worth of the Bidder/ Consortium
Members under Clauses 2.2.2, 2.2.4 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.

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 While Qualification is open to persons from any country, the following provisions
shall apply:

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National Highways Authority of India Request for Proposals

(a) Where, on the date of the Bid, not less than 50% (fifty percent) of the
aggregate issued, subscribed and paid up equity share capital in a Bidder or
its Member is held by persons resident outside India or where an Bidder or
its Member is controlled by persons resident outside India; or

(b) if at any subsequent stage after the date of the Bid, there is an acquisition of
not less than 50% (fifty percent) of the aggregate issued, subscribed and paid
up equity share capital or control, by persons resident outside India, in or of
the Bidder or its Member;

then the Eligibility and / or opening of Financial Bid and or award of the Project to
such Bidder shall be subject to approval of the Authority from national security and
public interest perspective. The decision of the Authority in this behalf shall be final
and conclusive and binding on the Bidder.

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

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

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

2.1.21 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 Applicant in the course of its normal business.

2.1.22 During the period from the date of the Concession Agreement until the Appointed
Date (the “Development Period”), the Concessionaire shall maintain the existing
Project road, in such a manner so as to ensure that the road is in pothole free
condition and also to ensure that the quality of service and safety are maintained
and in the event of any material deterioration or damage other than normal wear
and tear, the Concessionaire shall undertake repair thereof. The Concessionaire
shall make necessary provisions for inclusion of costs related to maintenance during
the Development Period in its Bid.

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2.1.23 The Bidder, including an individual or any of member of its Consortium, should
neither be a non-performing party on the date of opening of tender nor on the date
of issue of Letter of Award (LOA). Upon declaration of non-performer/ debarred,
the Contractor/ Concessionaire will not be able to participate in any bid for National
Highways projects with MoRTH or its executing agencies till such time the
debarment persists or the Contractor/ Concessionaire is removed from the list of
non-performers. In bidding for a particular project, bids from only such firms should
be considered for placement of contract, which are neither debarred on the date of
opening of tender nor debarred on the date of issue of Letter of Acceptance (LoA).
Contractors/ Concessionaire concluded before the issue of the debarment/
declaration as non-performer order shall not be affected by the debarment order(s)
issued subsequently.

In case, any debarred/declared non-performer firm submits the bid, the same will
be ignored. In case such firm is lowest (L-1), next lowest firm shall be considered
as L-1. Bid Security submitted by such debarred / declared non-performer firms
shall be returned to them.

Debarment/ declaration as non-performer of a particular firm shall automatically

extend to all its allied firms. In case of a joint venture/ consortium is debarred, all
partners/ members shall stand debarred for the entire period.

The Bidder, including any Members of its Consortium, shall be deemed to be a non-
performing party if it attracts any or more of the following conditions in any of its
ongoing or completed projects:

(i) Fails to set up institutional mechanism and procedure as per contract.

(ii) Fails to mobilize key construction equipment within a period of 4 months from
the Appointed Date;

(iii) Fails to complete or has missed any milestone and progress not commensurate
with contiguous unencumbered project length/ROW available even after lapse of 6
months from respective project milestone/Schedule Completion date, unless
Extension of Time has been granted due to Authority’s Default or Force Majeure;

(iv) Fails to achieve progress commensurate with funds released from Escrow
Account (Equity + Debt +Grant) in BOT or HAM project and variation is more than
25% in the last 365 days;

(v) Fails to achieve the target progress or complete the project as per schedule
agreed at the time of sanctioning of funds under One Time Funds Infusion (OTFI)
or relaxations to contract conditions to improve cash flow solely on account of
Concessionaire’s failure/default;
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(vi) Fails to complete rectification (excluding minor rectifications) as per time

given in non-conformity reports (NCR) in design/completed works/maintenance or
reported in Inspection Reports issued by Quality Inspectors deployed by the
Authority or Officers of the Authority.

(vii)Fails to complete minor rectifications exceeding 3 instances in a project as per

time given in non-conformity reports (NCR) in design/completed
works/maintenance;

(viii) Fails to fulfill its obligations to maintain a highway in a satisfactory

condition in spite of two rectification notices issued in this regard;

(ix) Damages/penalties recommended by Independent/Authority’s Engineer during

O&M Period and remedial works are still not taken up;

(x) Fails to complete Punch list items even after lapse of time for completion of
such items excluding delays attributable to the Authority;

(xi) Occurrence of minor failure of structures/highway due to construction defect

wherein no casualties are reported (casualties include injuries to human
being/animals);

(xii) Occurrence of major failure of structures/highway due to construction defect

wherein no casualties are reported (casualties include injuries to human
being/animals);

(xiii) Occurrence of major failure of structures/highway due to construction

defect leading to loss of human lives besides loss of reputation etc. of the authority;

(xiv) Fails to make premium payments excluding the current instalment in one or
more projects;

(xv) Fails to achieve financial closure in two or more projects within the given or
extended period (which shall not be more than six months in any case);

(xvi) Fails to submit the Performance Security within the permissible time period
in more than one project;

(xvii) Rated as an unsatisfactory performing entity/non-performing entity by an

independent third-party agency and so notified on the website of the Authority;

(xviii) Failed to perform for the works of Expressways, National Highways, ISC &
EI works in the last 2 (two) years, as evidenced by imposition of a penalty by an

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National Highways Authority of India Request for Proposals

arbitral or judicial authority or a judicial pronouncement or arbitral award against

the Bidder, including individual or any of its Joint Venture/Consortium Member, as
the case may be;

(xix) Expelled from the contract or the contract terminated by the Ministry of
Road Transport & Highways or its implementing agencies for breach by such
Bidder, including individual or any of its Joint Venture/Consortium Member;
Provided that any such decision of expulsion or termination of contract leading to
debarring of the Bidder from further participation in bids for the prescribed period
should have been ordered after affording an opportunity of hearing to such party.

(xx) Fails to start the works or causes delay in maintenance & repair/overlay of the
project.

The Bidder, including individual or each member of Joint Venture or Members of

its Consortium, shall give the list of the projects of Expressways, National
Highways, ISC and El works of Ministry of Road Transport & Highways or its
implementing agencies (NHAI/ NHIDCL/State PWDs) and the status of above
issues in each project as on the bid submission date and undertake that they do not
attract any of the above categories (Ref. Sr. No.6, Annex-| of Appendix - IA).

The Bidder including individual or any of its Joint Venture Member or Members of
its Consortium may provide
(i) details of all their ongoing projects along with updated stage of litigation, if so,
against the Authority / Governments; and
(ii) details of updated ongoing process of blacklisting if so, under any contract with
Authority / Government;

The Authority reserves the right to reject an otherwise eligible Bidder on the basis
of the information provided under this clause 2.1.23. The decision of the Authority
in this case shall be final.

2.1.24 All Orders of Ministry of Finance/DPIIT/any other Government agencies, as

applicable and prevalent on the date of LOA, shall be applicable.

2.1.25 Entities of countries which have been identified by Ministry of Road Transport
& Highways as not allowing Indian companies to participate in their Government
procurement for any item related to Ministry of Road Transport & Highways shall not be
allowed to participate in Government procurement in India for all items related to Ministry
of Road Transport & Highways, except for the list of items published by the Ministry of
Road Transport & Highways permitting their participation.

2.2 Eligibility and qualification requirements of Bidder

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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 Project. However, no Bidder applying
individually or as a member of a Consortium, as the case may be, can be
member of another Bidder. The term Bidder used herein would apply to both
a single entity and a Consortium.

(b) 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 percent) 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 2 5% (Twenty five percent) of the subscribed and paid up
equity share capital thereof; provided further that this disqualification
shall not apply to any ownership by a bank, insurance company,
pension fund or a public financial institution referred to in 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

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National Highways Authority of India Request for Proposals

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.

(vii) Such Bidder or any Associate thereof has appointed any official of
the Authority, Ministry of Road Transport & Highways, Technical
Advisors of Authority for the Project, Legal Advisors of Authority
for the Project, Financial Advisors of Authority for the Project,
dealing with the Project, within a period of 1 years from the date of
award of the Project to that Bidder.

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Explanation:

In case a Bidder is a Consortium, then the term Bidder as used in this Clause 2.1.12,
shall include each Member of such Consortium.

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

Member, a person who controls, is controlled by, or is under the common control with
such Bidder/Consortium Member (the “Associate”). As used in this definition, the
expression “control” means, with respect to a person which is a company or
corporation, the ownership, directly or indirectly, of more than 50% (fifty percent)
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.

(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 is engaged by the Bidder, its Members or any Associate thereof, as
the case may be, in any manner for matters related to or incidental to such
Project during the Bidding Process or subsequent to the (i) issue of the LOA
or (ii) execution of the Concession Agreement. In the event any such adviser
is engaged by the Selected Bidder 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, 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. Nor will this disqualification apply where such adviser is engaged
after a period of 3 (three) years from the date of commercial operation of the
Project.

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 Application 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 a

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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National Highways Authority of India Request for Proposals

Bidder related to occurrence / non-occurrence of Conflict of Interest and the

Bidders fails 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.

(e) For determining the eligibility of Bidder from a country which shares a land
border with India the following shall apply:

(i) Any Bidder from a country which shares a land border with India will be eligible
to bid, only if the Bidder is registered with the Competent Authority, specified in
Annexure-I of Order (Public Procurement No. 1) issued by Ministry of Finance,
Department of Expenditure Public Procurement Division vide F. No. 6/18/2019-
PPD, dated 23rd July 2020, which shall form an integral part of RFP and DCA.

(ii) “Bidder from a country which shares a land border with India” means:
a) An entity incorporated, established or registered in such a country, or
b) A subsidiary of an entity incorporated, established or registered in such a
country; or
c) An entity substantially controlled through entities incorporated, established or
registered in such a country; or
d) An entity whose beneficial owner is situated in such a country; or
e) An Indian (or other) agent of such an entity; or
f) A natural person who is a citizen of such a country; or
g) A Consortium or joint venture where any member of the consortium or joint
venture falls under any of the above.

(iii). Beneficial owner for the purpose of (ii) above means:

1. In case of a company or Limited Liability Partnership, the beneficial owner is
the natural person(s), who, whether acting alone or together, or through one or more
judicial person, has a controlling ownership interest or who exercises control through
other means.

Explanation:
a) “Controlling ownership interest” means ownership of or entitlement to more
than twenty-five per cent of shares or capital or profits of the company.
b) “Control” shall include the right to appoint majority of the directors or to control
the management or policy decisions including by virtue of their shareholding
or management rights or shareholding agreements or voting agreements;

2. In case of a partnership firm, the beneficial owner is the natural person(s) who,
whether acting alone or together, or through one or more juridical person: has
ownership of entitlement to more than fifteen percent of capital or profits of the
partnership;

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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National Highways Authority of India Request for Proposals

3. In case of an unincorporated association or body of individuals, the beneficial

owner is the natural person(s), who, whether acting alone or together, or through one
or more juridical person, has ownership of or entitlement to more than fifteen percent
of the property or capital or profits of such association or body of individual;

4. Where no natural person is identified under (1) or (2) or (3) above, the beneficial
owner is the relevant natural person who holds the position of senior managing
official;

5. In case of a trust, the identification of beneficial owner(s) shall include

identification of the author of the trust, the trustee, the beneficiaries with fifteen
percent or more interest in the trust and any other natural person exercising ultimate
effective control over the trust through a chain of control or ownership.

(iv). An Agent is a person employed to do any act for another, or to represent another
in dealings with third person.

(v) The Selected Bidder shall not be allowed to sub-contract works to any contractor
from a country which shares a land border with India unless such contractor is
registered with the Competent Authority. The definition of “contractor from a
country which shares a land border with India” shall be as in Clause 2.2.1(e)(ii)
above.

Certificate regarding Compliance:

A certificate on the letterhead of the Bidder shall be required to be submitted by the

bidders certifying the following in the format prescribed at Appendix-VII:

“I have read the clause regarding restrictions on procurement from a bidder of a

country which shares a land border with India and on sub-contracting to contractors
from such countries;
I/We certify that this bidder is not from a country or, if from such a country, has
been registered with the Competent Authority as defined in Public Procurement
Order no. F.no.6/18/2019- PPD dated 23rd July 2020 and will not sub-contract any
work to a contractor from such countries unless such contractor is registered with
the Competent Authority;
I hereby certify that this bidder fulfils all requirements in this regard and is eligible
to be considered.”

It may be noted that in case the above certification is found to be false, this would
be a ground for immediate rejection of Bid/termination and further legal action in
accordance with law.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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National Highways Authority of India Request for Proposals

Validity of Registration:

In respect of RFP, registration should be valid at the time of submission of bids and
at the time of acceptance of bids. If the Bidder was validly registered at the time of
acceptance, registration shall not be a relevant consideration during contract
execution.

(f) The Bidder shall have "BBB" and above Credit Rating given by Credit Rating
Agencies authorized by SEBL If the bidder does not have 1988 and above Credit
Rating, the Bidder shall be required to submit a comfort letter from its
Bankers/Financial Institutions along with its Bid that they will provide Credit
Facilities (Term Loan) to the bidder to meet the project cost excluding grant, if any,
for domiciling the project.

2.2.2 To be eligible for this RFP a Bidder shall fulfil the following conditions of eligibility:

(A) Technical Capacity: For demonstrating technical capacity and experience (the
“Technical Capacity”), the Bidder shall, over the past 5 (five) financial years
preceding the Bid Due Date, have:
(i) paid for, or received payments for, construction of Eligible Project(s); and/
or

(ii) paid for development of Eligible Project(s) in Category 1 and/or Category 2

specified in Clause 3.4.1; and/ or

(iii) collected and appropriated revenues from Eligible Project(s) in Category 1

and/or Category 2 specified in Clause 3.4.1,
such that the sum total of the above, as further adjusted in accordance with clause
3.4.6, is more than Rs. 803.13 Crore (Rupees Eight Hundred Three Crore and
Thirteen Lakhs only) (the “Threshold Technical Capability”).

Provided that at least one fourth of the Threshold Technical Capability shall be from
the Eligible Projects in Category 1 and/ or Category 3 specified in Clause 3.4.1.

(AA) Provided that at least one similar work of 20% of Estimated Project Cost Rs.
160.63 crore (Rs. One Hundred Sixty Crore and Sixty Three Lakhs only) shall
have been completed from the Eligible Projects in Category 1 and/or Category 3
specified in Clause 3.4.1. For this purpose, a project shall be considered to be
completed, if more than 90% of the value of work has been completed and such
completed value of work is equal to or more than 20% of the estimated project cost.

Eligible projects shall include following:

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
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National Highways Authority of India Request for Proposals

(a) Widening reconstruction/up-gradation works on NH/SH/Expressway or on any

category of road taken up under CRF, ISC/EI, SARDP, LWE

(b) Widening reconstruction/up-gradation works MDRs with loan assistance from

multilateral agencies or on BOT basis.

(c) Widening reconstruction/up-gradation works on roads in Municipal corporation

limits, construction of Bypasses.

d) Construction of stand-alone bridges, ROBs, tunnels.

(e) Construction/reconstruction of linear projects like airport runways, railways

(construction/re-construction of railway tracks, yards for keeping containers etc.)
metro rail and ports (including construction / re- construction of Jetties)

If any Major Bridge/ROB/Flyover/Tunnel is (are) part of the project, then the sole
Bidder or in case the Bidder being a Joint Venture, any member of Joint Venture
shall necessarily demonstrate additional experience in construction of Major
Bridge/ROBs/Flyovers/Tunnel in the last 10 (Ten) financial years preceding the Bid
Due Date i.e. shall have completed at least one similar Major Bridge/ROB/Flyover
having span equal to or greater than: NIL

a) In case, longest span of Bridge/ROB/Flyover is less than or equal to 60m, no

additional qualification is required.
b) When longest span is more than 60m: 50% of the longest span or 100m, whichever
is less, of the structure proposed in this project.

and in case of tunnel, if any, shall have completed construction of at least one tunnel
consisting of single or twin tubes (including tunnel(s) for Road/Railway/Metro
Rail/irrigation/Hydro-electric projects etc.) having at least

(a) In case Tunnel is a part of project having length less than or equal to 200 m,
then no additional qualification is required.
(b) When length of tunnel more than 200 m: 50% of the cross sectional area of
proposed tunnel or two lane highway tunnel cross-sectional area, whichever is less
and 20% length of the tunnel to be constructed in this project or 2 km, whichever is
less.

(B) Financial Capacity: The Bidder shall have a minimum Net Worth (the “Financial
Capacity”) of Rs. 120.47 Crore (Rupees One Hundred Twenty Crore and Forty
Seven Lakhs only) at the close of the preceding financial year§.

§
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.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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National Highways Authority of India Request for Proposals

In case of a Consortium, the combined technical capability and net worth of those
Members, 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 06 (six) months
from the date of commercial operation of the Project, hold equity share capital not
less than: (i) 26% (twenty six per cent) of the subscribed and paid up equity of the
SPV; and (ii) 5% (five per cent) of the Total Project Cost specified in the
Concession Agreement£.

Provided further that each member of the Consortium shall have a minimum Net
Worth of 7.5% of Estimated Project Cost in the immediately preceding financial
year§€.

2.2.3 O&M Experience: The Bidder shall engage an experienced O&M contractor or
hire qualified and trained personnel for operation and maintenance of the Project in
conformity with the provisions of the concession agreement.

2.2.4 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 auditors3$ or the concerned client(s) stating
the 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 of the
Bidder, as at the close of the preceding financial year, and also specifying
that the methodology adopted for calculating such net worth conforms to the
provisions of this Clause 2.2.4 (ii). For the purposes of this RFP, net worth
(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 Authority may, in its discretion, impose further obligations in the Concession Agreement, but such
obligations should provide sufficient mobility for partial divestment of equity without compromising the
interests of the Project.
$
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 2.2.4 (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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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National Highways Authority of India Request for Proposals

the audited balance sheet, but does not include reserves created out of
revaluation of assets, write back of depreciation and amalgamation.

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.

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,
surroundings, climate, availability of power, water & other utilities for
construction, access to site, handling and storage of materials, weather data,
applicable laws and regulations, and any other matter considered relevant by
them. Bidders are advised to visit the site and familiarise themselves with the Project
with in 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

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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National Highways Authority of India Request for Proposals

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;
(g) agreed to be bound by the undertakings provided by it under and in terms
hereof; and
(h) has made necessary provisions for inclusion of costs related to maintenance
during the Development Period in its Bid as per Clause 21.1.22.

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 lowest 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 or entering into
of the Concession Agreement, and if the Selected Bidder has already been issued
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
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National Highways Authority of India Request for Proposals

the LOA or the SPV has entered into the Concession Agreement, as the case may
be, the same shall, notwithstanding anything to the contrary contained therein or in
this RFP, be liable to be terminated, by a communication in writing by the Authority
to the 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 VI
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
VII. Certificate regarding Compliance with Restrictions under Rule 144
(xi) of the General Financial Rules (GFRs)

2.7.2 The draft Agreement and the Feasibility / Detailed Project Report provided by
the Authority as part of the BID Documents shall be deemed to be part of this RFP.
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 1.2.11. They should send in their

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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National Highways Authority of India Request for Proposals

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$.

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. However, Bid Security, Power of Attorney for signing of Bid,

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

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
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National Highways Authority of India Request for Proposals

Power of Attorney for lead member of Consortium, if any, Joint Bidding Agreement
for Consortium, if any, Integrity Pact, and experience certificates apostile at foreign
origin, if any and other documents required as per clause 2.11.2 of RFP, shall be
submitted physically in original by the Lowest Bidder (including all of its Consortium
Members) before issuance of Letter of Award (LOA) by the Authority. Lowest Bidder
(including all of its Consortium Members) failing to submit the original documents
required as per above shall be unconditionally debarred from bidding in NHAI projects
for a period of 5 years..

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 initialled 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 Bid

(a) Appendix-IA (Letter comprising the Technical Bid) including Annexure I to

V and supporting certificates / documents. However, those Bidders, whose
RFAQ eligibility limit assessed by NHAI is not less than the estimated cost
of the Project, are not required to submit Annexure II to IV of Appendix-IA.
If RFAQ results are not valid on the deadline for submission of the bids,
then they have to submit Annexure II to IV of Appendix-IA also;
(b) Power of Attorney for signing the BID as per the format at Appendix-III;
(c) if applicable, Power of Attorney for Lead Member of Consortium as per the
format at Appendix-IV;
(d) if applicable, Joint Bidding Agreement for Consortium as per the format at
Appendix-V
(e) copy of Memorandum and Articles of Association, if the Applicant is a body
corporate, and if a partnership then a copy of its partnership deed;
(f) Copies of Applicant’s duly audited balance sheet and profit and loss
statement for preceding 5 years€.
(g) if applicable, Certificate/Copy of RFAQ eligibility limit assessed by NHAI
(h) Integrity Pact as per format given in Appendix VI shall be submitted by the
Bidder with the RFP Bid duly signed by Authorised signatory & shall be
part of the Concession Agreement;

€
The Bidders who have been pre-Qualified by MoRT&H /NHAI at RFAQ stage and submitted their
Certificate/Copy of RFAQ eligibility limit assessed by MoRT&H /NHAI, need not submit these details.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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National Highways Authority of India Request for Proposals

(i) BID Security of Rs 8.03 Crores (Rupees Eight Crores and Three Lakhs only)
in the form of Insurance Surety Bond (issued by Insurance Company
authorized by Insurance Regulatory and Development Authority of India in
the format at Appendix – VIII), Fixed Deposit Receipt, Banker’s Cheque or
Bank Guarantee (including e – Bank Guarantee) in the format at Appendix-
II from a Scheduled Bank.
(j) Proof of online payment of Rs.90,000/- (Rupees Ninety thousand only)
towards cost of Bid document transmitted online to NHAI.
(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.
(m) Certificate regarding Compliance with Restrictions under Rule 144 (xi) of
the General Financial Rules (GFRs) as per format given in Appendix-VII
shall be submitted by the Bidder with the RFP Bid duly signed by
Authorised signatory & shall be part of the Concession Agreement.
(n) Copy of Registration from the Competent Authority as defined in Public
Procurement Order No. F. No. 6/18/2019-PPD dated 23rd July 2020, if
applicable (to be submitted by the “Bidder from a country which shares a
land border with India”).

Financial Bid

(o) Appendix-IB (Letter comprising the Financial Bid)β

Self-Certification:

Self- certification by the Bidder that its Bid meets the Local Content requirement for
‘Class – I Local supplier’/ ‘Class – II Local supplier’, as the case may be. The Self-
certification shall also have details of the location(s) at which the local value addition
is made. In case, bidder do not submit the aforesaid Certification, the bidder will be
summarily treated as ‘Non Local Supplier’.

In case of procurement for a value in excess of Rs. 10 crores, the ‘Class – I Local
supplier’ / ‘Class – II Local supplier’ shall have to provide a Certificate from the
Statutory Auditor or Cost Auditor of the Company (in case of Companies) or from a
practicing Cost Accountant or practicing Chartered Accountant (in respect of Suppliers
other than Companies) giving the percentage of Local Content upon Construction of
the Project.

2.11.2 The Lowest Bidder shall submit the following documents physically before
issuance of Letter of Award (LOA) by the Authority:

β
Appendix – IB shall be uploaded in a separate folder along with the financial quotation.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 38
National Highways Authority of India Request for Proposals

(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) if applicable, Certificate/Copy of RFAQ eligibility limit assessed by NHAI;
(e) Bid Security of Rs 8.03 Crores (Rupees Eight Crores and Three Lakhs only)
in the form of Insurance Surety Bond (issued by Insurance Company
authorized by Insurance Regulatory and Development Authority of India in
the format at Appendix – VIII), Account Payee Demand Draft, Fixed
Deposit Receipt, Banker’s Cheque or Bank Guarantee (including e – Bank
Guarantee) in the format at Appendix-II from a Scheduled Bank.
(f) Deleted.
(g) 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;
(h) Deleted
(i) 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.
(j) Original Statement of Legal Capacity as per format at Annexure V to
Appendix I.
(k) Original of Experience certificates apostile at foreign origin, if any.
(l) Certificate regarding Compliance with Restrictions under Rule 144 (xi) of
the General Financial Rules (GFRs) as per format given in Appendix-VII
shall be submitted by the Bidder with the RFP Bid duly signed by
Authorised signatory & shall be part of the Concession Agreement.
(m) Copy of Registration from the Competent Authority as defined in Public
Procurement Order No. F. No. 6/18/2019-PPD dated 23rd July 2020, if
applicable (to be submitted by the “Bidder from a country which shares a
land border with India”).
While submitting Bid Security via Account Payee demand draft or Banker’s
cheque it is to be ensured by the bidder that Account Payee demand draft
or Banker’s cheque are submitted physically within 5 working days of the
Bid due date (upto 11.00 hours) to the following address placed in a sealed
envelope and bearing the identification “Construction work of 4-lane
Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha) to
Vidisha (Morikodi) section of NH-146 under NH (O) in the State of
Madhya Pradesh on HAM (Hybrid Annuity Mode).” Address: National
Highways Authority of India, G-5 & 6, Sector-10, Dwarka, New Delhi-
110075. Else the bid submitted will be rejected.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 39
National Highways Authority of India Request for Proposals

2.11.3 The documents listed at clause 2.11.2 shall be placed in an envelope, which
shall be sealed. The envelope shall clearly bear the identification “BID for the
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal
(Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146 under NH (O) in
the State of Madhya Pradesh on HAM (Hybrid Annuity Mode). Project” and
shall clearly indicate the name and address of the Bidder.

2.11.4 The envelope shall be addressed to one of the following officer and shall be submitted
at the respective address:
ATTN. OF : Mr. Pradeep Lal
DESIGNATION : General Manager (T) MP
ADDRESS : National Highways Authority of India
G-5&6, Sector-10, Dwarka,
New Delhi-110075
PHONE NO. : 011-25074100/200 (Extn.:1529)
E-MAIL ADDRESS :` Pradeeplal@nhai.org

2.11.5 If the envelopes is not sealed and marked as instructed above, the Authority
assumes no responsibility for the misplacement or premature opening of the
contents of the Bid submitted and consequent losses, if any, suffered by the
Bidder. Lowest Bidder (including all of its Consortium Members) failing to submit
the original documents required as per clause 2.11.2 above shall be unconditionally
debarred from bidding in NHAI projects for a period of 5 years.

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
http://etenders.gov.in on or before 1100 hrs IST on10.01.2024. Documents listed
at clause 2.11.2 of the RFP shall be physically submitted before issuance of
Letter of Award (LOA) by the Authority at the address provided in Clause 2.11.4
in the manner and form as detailed in this RFP.A receipt thereof should be obtained
from the person specified at Clause 2.11.4. Lowest Bidder (including all of its
Consortium Members) failing to submit the original documents required as per
clause 2.11.2 above shall be unconditionally debarred from bidding in NHAI projects
for a period of 5 years.

2.13 Late Bids

E-procurement portal http://etenders.gov.in shall not allow submission of any Bid

after the prescribed date and time at Clause 2.12. Physical receipt of documents

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 40
National Highways Authority of India Request for Proposals

listed at Clause 2.11.2 of the RFP after the prescribed date and time at Clause
2.12 shall not be considered and the bid shall be summarily rejected.
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) or 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
http://etenders.gov.in to have user ID & 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 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 http://etenders.gov.in from 28.11.2023to
28.10.2024 (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.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 41
National Highways Authority of India Request for Proposals

2.14.2.2 The documents listed at clause 2.11.1 shall be prepared and scanned in different
files (in PDF or RAR format such that file size is not more than 30 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 28.10.2024 (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 & 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, a 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 Bids on 29.10.2024 at 1130 hours IST,
in the presence of the authorized representatives of the Bidders, who choose to
attend. The 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 thereof. 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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 42
National Highways Authority of India Request for Proposals

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 he 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 Insurance Surety Bond (issued by
Insurance Company authorized by Insurance Regulatory and Development
Authority of India in the format at Appendix – VIII), Account Payee Demand
Draft, Fixed Deposit Receipt, Banker’s Cheque or Bank Guarantee (including e –
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 60 (sixty) days, and may be extended as may be
mutually agreed between the Authority and the Bidder from time to time. In case
the Bank Guarantee (including e – 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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 43
National Highways Authority of India Request for Proposals

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 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 90 (ninety) 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 Concessionaire signing the Concession 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 Concession Agreement.

2.20.6 The Authority shall be entitled to forfeit and appropriate the Bid Security as
Damages inter alia in any of the events specified in Clause 2.20.7 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;

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 44
National Highways Authority of India Request for Proposals

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
therefor in the Concession Agreement; or

In case the Selected Bidder, having signed the Concession Agreement, commits any
breach thereof prior to furnishing the Performance Security.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 45
National Highways Authority of India Request for Proposals

SECTION-3
EVALUATION OF TECHNICAL BIDS AND OPENING
& EVALUATION OF FINANCIAL BIDS

3.1 Opening and Evaluation of Technical Bids

3.1.1 The Authority shall open the Technical Bids received online at 1130 hours IST on
29.10.2024, at the place specified in Clause 2.11.4 and in the presence of the
Bidders who choose to attend.

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

3.1.3 To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek
clarifications in writing from any Bidder regarding its Bid.

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 Bid is received online as per the format at Appendix-IA including
Annexure I to V. However, those Bidders, whose RFAQ eligibility limit
assessed by NHAI is not less than the estimated cost of the Project, are not
required to submit Annexure II to IV of Appendix-IA. If RFAQ results are
not valid on the deadline for submission of the bids, then they have to submit
Annexure II to IV of Appendix-IA also;
(b) Deleted;
(c) Technical Bid is accompanied by the Bid Security as specified in Clause 2.1.6
and 2.1.7;
(d) Technical Bid is accompanied by the Power of Attorney as specified in
Clauses 2.1.8;
(e) Technical Bid is accompanied by Power of Attorney for Lead Member of
Consortium and the Joint Bidding Agreement 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 submitted by the
Bidder with the RFP Bid duly signed by Authorised signatory;
(i) Technical Bid contains proof of online payment of Rs. 90,000/- (Rupees
Ninety Thousand only) towards cost of Bid document transmitted online to
NHAI
(j) it is not non-responsive in terms hereof.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 46
National Highways Authority of India Request for Proposals

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 Evaluation parameters

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

3.3.2 A Bidder’s competence and capability is proposed to be established by the

following parameters:
(a) Technical Capacity; and
(b) Financial Capacity

3.4 Technical Capacity for purposes of evaluation

3.4.1 Subject to the provisions of Clause 2.2, the following categories of experience
would qualify as Technical Capacity and eligible experience (the "Eligible
Experience") in relation to eligible projects as stipulated in Clauses 3.4.3 and 3.4.4
(the "Eligible Projects"):

Category 1: Project experience on Eligible Projects in highways sector that

qualify under Clause 3.4.3
Category 2: Project experience on Eligible Projects in core sector that qualify
under Clause 3.4.3
Category 3: Construction experience on Eligible Projects in highways sector that
qualify under Clause 3.4.4
Category 4: Construction experience on Eligible Projects in core sector that
qualify under Clause 3.4.4

For the purpose of this RFP:

(a). highways sector would be deemed to include highways, expressways bridges

tunnels runways, railways (construction/re-construction of railway tracks, yards for
keeping containers etc.) metro rail and ports (including construction/re-
construction cost of Jetties, any other linear infrastructure including bridges etc.):
and

(b). core sector would be deemed to include civil construction cost of power sector,
commercial setups (SEZS etc.), airports, industrial parks/ estates, logistic parks,
pipelines, irrigation, water supply, sewerage, stadium, hospitals, hotel, smart city.
warehouses/silos, oil & gas and real estate development Core sector will also

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 47
National Highways Authority of India Request for Proposals

include the projects with the title of RIDF PMGSY road, link road, city roads, rural
road, sector/ municipality road, real estate projects which demonstrate road
development/ construction of bridges or culverts.

I. In case of projects executed by applicant under category 3 and 4 as a member of

Joint Venture, the project cost should be restricted to the share of the applicant in
the joint venture for determining eligibility as per provisions under clause
2.2.2(AA) and 2.2.2(AAA). In case Statutory Auditor certifies that, the work of
other member(s) is also executed by the applicant, then the total share executed by
applicant can be considered for determining eligibility as per provision under clause
2.2.2(AA) and 2.2.2(AAA)

(II). Maintenance works are not considered as eligible project for evaluation as per
Instruction No 6 to Annex-IV As such works with nomenclature like PR. OR, FDR,
SR, site/micro grading, surface renewal, resurfacing work. Taming B.T. surface
work, temporary restoration, urgent works, periodic maintenance, repair &
rehabilitation, one time maintenance, permanent protection work of bank, external
pre stressing, repair of central hinge, short term OMT contract of NHAI any type of
work related to border fencing, work of earthwork alone, construction of buildings/
hostels, etc., or not specified, shall not be considered.

(III) In case both the estimated cost of project and revised cost of project are
provided, the revised cost of project shall be considered for evaluation.

3.4.2 Eligible Experience in respect of each category shall be measured only for Eligible
Projects.

3.4.3 For a project to qualify as an Eligible Project under Categories 1 and 2:

(a) It should have been undertaken as a PPP project on BOT, BOLT, BOO,
BOOT or other similar basis for providing its output or services to a public
sector entity or for providing non-discriminatory access to users in
pursuance of its charter, concession or contract, as the case may be. For the
avoidance of doubt, a project which constitutes a natural monopoly such as
an airport or port should normally be included in this category even if it is
not based on a long-term agreement with a public entity;
(b) the entity claiming experience should have held, in the company owing the
Eligible Project, a minimum of 26% (twenty six per cent) equity during the
entire year for which Eligible Experience is being claimed;
(c) the capital cost of the project should be more than Rs. 40.16 Crore (Rupees
Forty Crore and Sixteen Lakhs only); and
(d) the entity claiming experience shall, during the last 5 (five) financial years
preceding the Application Due Date, have (i) paid for development of the
project (excluding the cost of land), and/ or (ii) collected and appropriated

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 48
National Highways Authority of India Request for Proposals

the revenues from users availing of non-discriminatory access to or use of

fixed project assets, such as revenues from highways, airports, ports and
railway infrastructure, but shall not include revenues from sale or provision
of goods or services such as electricity, gas, petroleum products
telecommunications or fare/freight revenues and other incomes of the
company owning the Project.

3.4.4 For a project to qualify as an Eligible Project under Categories 3 and 4, the
Applicant should have paid for execution of its construction works or received
payments from its client(s) for construction works executed, fully or partially,
during the 5 (five) financial years immediately preceding the Bid Due Date, and
only the payments (gross) actually made or received, as the case may be, during
such 5 (five) financial years shall qualify for purposes of computing the Experience
Score. However, payments/receipts of less than Rs. 40.16 Crore (Rupees Forty
Crore and Sixteen Lakhs only); shall not be reckoned as payments/receipts for
Eligible Projects. For the avoidance of doubt, construction works shall not include
supply of goods or equipment except when such goods or equipment form part of a
turn-key construction contract/ EPC contract for the project. Further, the cost of
land shall not be included hereunder.

3.4.5 The Bidders shall quote experience in respect of a particular Eligible Project under
any one category only, even though the Bidder (either individually or along with a
member of the Consortium) may have played multiple roles in the cited project.
Double counting for a particular Eligible Project shall not be permitted in any form.

3.4.6 A Bidder’s experience shall be measured and stated in terms of a score (the
"Experience Score"). The Experience Score for an Eligible Project in a given
category would be the eligible payments and/or receipts specified in Clause 2.2.2
(A), divided by one crore and then multiplied by the applicable factor in Table 3.4.6
below. In case the Bidder has experience across different categories, the score for
each category would be computed as above and then aggregated to arrive at its
Experience Score.

Table 3.4.6: Factors for Experience across categories

Factor
Category 1 1.45
Category 2 1.0
Category 3 1.0
Category 4 0.70

3.4.7 The Experience Score determined in accordance with Clause 3.4.6 in respect of an
Eligible Project situated in a developed country which is a member of OECD shall

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 49
National Highways Authority of India Request for Proposals

be further multiplied by a factor of 0.5 (zero point five) and the product thereof shall
be the Experience Score for such Eligible Project.

3.4.8 Experience for any activity relating to an Eligible Project shall not be claimed by
two or more Members of the Consortium. In other words, no double counting by a
Consortium in respect of the same experience shall be permitted in any manner
whatsoever.

3.4.9 (a) The Experience Score of the Bidder shall be computed as a weighted average
of the Experience Score of a member and its proposed equity stake (%) in the
Consortium,

(b) Similarly, the Financial Score of the Bidder shall be computed as a weighted
average of the Financial Score of a member and its proposed equity stake (%)
in the Consortium

Provided that the financial strength or the experience score taken into assessment
will be only of those who contribute a minimum 26% share to the Consortium.

Illustration:
For illustration and avoidance of any doubts, the following method is placed in
clarification:

If Company A (Net-Worth: Rs 1000 crores) & Company B (Net-Worth: Rs 500

crores) in a Consortium with shareholding of A as 60% and B as 40% then the
Weighted Financial Score of the Consortium shall be:
For Weighted Financial Score
1000 X 60% + 500 X 40% = 800 Crores
For Weighted Experience Score
If Company A has been assessed to have an Experience Score of 1000 and Company
B has been assessed to have an Experience Score of 500, in a Consortium with
shareholding of A as 60% and B as 40%, then the Weighted Experience Score of
the Consortium shall be
1000 X 60% + 500 X 40% = 800

3.5 Details of Experience

3.5.1 The Bidders should furnish the details of Eligible Experience for the last 5 (five)
financial years immediately preceding the Bid Due Date.
3.5.2 The Bidders must provide the necessary information relating to Technical Capacity
as per format at Annex-II of Appendix-IA.

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3.5.3 The Bidders should furnish the required Project-specific information and evidence
in support of its claim of Technical Capacity, as per format at Annex-IV of
Appendix-I.
3.5.4 The Bidders who have been Pre-qualified at RFAQ stage should enclose the letter
of Pre-qualification issued by the Authority and need not furnish the information
sought in Clause 3.5.1, 3.5.2 and 3.5.3 above.

3.6 Financial information for purposes of evaluation

3.6.1 The Bids must be accompanied by the Audited Annual Reports of the Applicant (of
each Member in case of a Consortium) for the last 5 (five) financial years, preceding
the year in which the Bid is made.
3.6.2 In case the annual accounts for the latest financial year are not audited and therefore
the Bidder cannot make the same 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.
3.6.3 The Bidder must establish the minimum Net Worth specified in Clause 2.2.2 (B),
and provide details as per format at Annex-III of Appendix-IA.
3.6.4 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.
3.6.5 The Bidders who have been Pre-qualified at RFAQ stage should enclose the letter
of Pre-qualification issued by the Authority and need not furnish the information
sought in Clause 3.6.1, 3.6.2 and 3.6.3 and 3.6.4 above.
(i) 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.
(ii) 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.
(iii) 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
Applicants who fail to qualify.

3.7 Opening and Evaluation of Financial Bids

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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 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 publically announce the assessed Bid
Project Cost for each of the technically responsive Bidder. The Authority shall prepare
a record of opening of Financial Bids.

3.8 Selection of Bidder

3.8.1 Subject to the provisions of Clause 2.16.1, the Bidder whose Bid is adjudged as
responsive in terms of Clause 3.2 and whose Bid Project Cost is the lowest, shall be
declared as the selected Bidder (the “Selected Bidder”) as per procedure
defined as under:

(i) Among all the responsive bidder, whose assessed Bid Project Cost is the
lowest will be termed as L1 If L1 is ‘Class -I Local Supplier’, the contract will
be awarded to L1.

(ii) If L1 is not ‘Class – I local supplier’, the lowest bidder among the ‘Class
– I local supplier’, will be invited to match L1 price subject to Class – I local
supplier’s quoted price falling within the margin of purchase preference, and
the contract will be awarded to such ‘Class – I local supplier’ subject to
matching the L1 price.
(iii) In case such lowest eligible ‘Class – I local supplier’ fails to match the L1
price, the ‘Class – I local supplier’ with the next higher bid within the margin
of purchase preference shall be invited to match the L1 price and so on and
contract shall be awarded accordingly. In case none of the ‘Class – I local
supplier’ within the margin of purchase preference matches the L1 price, the
contract shall be awarded to the L1 bidder.

‘Margin of purchase preference’ means the maximum extent to which the price
quoted by a ‘Class – I local supplier’ may be above the L1 for the purpose of
purchase preference. The margin of purchase preference shall be 20%.

3.8.2 In the event that, the assessed Bid Project cost of two or more Bidders is the
same (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
3.8.3 In the event that the Lowest Bidder is not selected for any reason, the Authority shall
annul the Bidding Process and invite fresh Bids. 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.

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3.8.4 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.
3.8.5 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.

3.9 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.

3.10 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.
3.11 Any information contained in the Bid shall not in any way be construed as binding on
the Authority, its agents, successors or assigns, but shall be binding against the Bidder
if the Project is subsequently awarded to it on the basis of such information.

3.12 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.

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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, at the sole and absolute
discretion of the Authority, 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
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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 NHAI/Policy Guidelines/Vigilance/2020

Policy Circular No. 5.8 dated 29.12.2020 issued by NHAI i.e. Adoption of revised
Integrity Pact (IP),(format given in Appendix VI) shall be submitted by the Bidder
along with the Bid duly signed by the Authorised signatory of the Bidder and shall
be deemed to be a part of the Concession Agreement.

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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.

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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.

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APPENDIX IA
LETTER COMPRISING THE TECHNICAL BID
(Refer Clause 2.1.5, 2.11 and 3.2)

The General Manager (T)

National Highways Authority of India
G-5&6, Sector 10, Dwarka,
New Delhi - 110 075

Sub: BID for Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal
(Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146 under NH (O) in the State
of Madhya Pradesh on HAM (Hybrid Annuity 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. 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 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 IV 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 development, construction, operation and maintenance of the aforesaid
Project.

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

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

6. 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

$
All blank spaces shall be suitably filled up by the Applicant to reflect the particulars relating to such
Applicant.
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by any public authority nor have had any contract terminated by any public
authority for breach on our part.

7. I/ We declare that:

(a) I/ We have examined and have no reservations to the 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. I/ We certify that in regard to matters other than security and integrity of the country,
we/ any Member of the Consortium or any of our/ their Associates have not been
convicted by a Court of Law or indicted or adverse orders passed by a regulatory
authority which could cast a doubt on our ability to undertake the Project or which
relates to a grave offence that outrages the moral sense of the community.

12. I/ We further certify that in regard to matters relating to security and integrity of the
country, we/ any Member of the Consortium or any of our/ their Associates have

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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-V 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 who shall, for
the period of 6 (six) months from the date of commercial operation of the Project,
hold equity share capital not less than: (i) 26% (twenty six percent) of the subscribed
and paid up equity of the Concessionaire; and (ii) 5% (five percent) of the Total
Project Cost specified in the Concession Agreement. 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,

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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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. 8.03 Crore (Rupees Eight Crores and Three Lakhs
only) to the Authority in accordance with the RFP Document.

23. The Bid Security in the form of a Account Payee Demand Draft/ Fixed Deposit
Receipt/ Banker’s Cheque / Insurance Surety Bonds Demand Draft/ Bank
Guarantee (including e – 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, shall be 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 not opened or
rejected.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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26. The Bid Project Cost has been quoted by me/us after taking into consideration all
the terms and conditions stated in the RFP, draft Concession Agreement, our own
estimates of costs and after a careful assessment of the site and all the conditions
that may affect the Project cost and implementation of the Project.

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 Networth is Rs. ……………….. (Rs.
in words) and Experience Score is …………………….. (number 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 as indicated in Financial Bid for undertaking the
aforesaid Project in accordance with the Bidding Documents and the Concession
Agreement

32(a) The EPC contractor/s who would be executing EPC works of the Project are
…………,…………, ………….and it is confirmed that these contractors meet the
minimum criterion set out in our RFP for this Project.
(b) It is irrevocably agreed that the value of any contract for the EPC works awarded
shall not be less than 20% of the TPC or 500 crore, whichever is less.
(c) It is also agreed that any change of EPC contractor(s) would with be prior
written approval 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

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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.

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APPENDIX - IB
Letter comprising the Financial BID
(Refer Clauses 2.1.5, 2.11.1 and 3.2)

(NOT TO BE SUBMITTED IN THE TECHINCAL BID)

The General Manager (T)

National Highways Authority of India
G-5&6, Sector 10, Dwarka,
New Delhi - 110 075 Dated:

Sub: BID for Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal
(Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146 under NH (O) in the
State of Madhya Pradesh on HAM (Hybrid Annuity Mode).

Dear Sir,

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

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

in the Bid and the documents accompanying the Bid for selection of the
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 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 and
all own the conditions that may affect the Project cost and 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

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 64
National Highways Authority of India Request for Proposals

Bid Due Date specified in the RFP.

7. I/ We hereby submit our Bid consisting of Bid Project Cost4 of Rs.

...................................... (Rs .........................................................................................
in words) excluding GST 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 :.............

4
Bid Project Cost is the project cost as assessed by the Bidder as on the Bid Due Date.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 65
National Highways Authority of India Request for Proposals

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:

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 66
National Highways Authority of India Request for Proposals

Appendix IA
Annex-I

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

No. {Refer Clause Consortium{Refer Clauses
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-IV.

(d) The following information shall also be provided for each Member of the
Consortium:

Name of Bidder/ member of Consortium:

No. Criteria Yes No

1. Has the Bidder/ constituent of the Consortium been
barred£ by the Central/ State Government, or any
entity controlled by it, from participating in any
project (BOT or otherwise).
2. If the answer to 1 is yes, does the bar subsist as on
the date of Bid
3. Has the Bidder/ constituent of the Consortium paid
liquidated damages of more than 5% of the contract
value in a contract due to delay or has been
penalised due to any other reason in relation to
execution of a contract, in the last three years?

6. (a) I/ We certify that in the last two years, we/ any of the JV partners or Members
of Consortium have neither failed to perform for the works of Expressways, National
Highways, ISC & EI works, as evidenced by imposition of a penalty by an arbitral or
judicial authority or a judicial pronouncement or arbitral award against us, nor been
expelled or terminated by Ministry of Road Transport & Highways or its implementing
agencies for breach on our part.

(b) I/ We certify that we/ any of the JV partners or Members of Consortium do not fall in
any of the categories of being a Non-Performing entity given at Clause 2.1.23 of
Instructions to Bidders in the projects of Expressways, National Highways, ISC and EI

$
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.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 67
National Highways Authority of India Request for Proposals

works of Ministry of Road Transport & Highways or its implementing agencies and
furnished the complete details.

7. (a) I/ We further certify that no investigation by a regulatory authority is pending

either against us/any member of Consortium or our sister concern or against
our CEO or any of our directors/managers/employees.

(b) I/ We further certify that no investigation by any investigating agency in India or outside
is pending either against us/ any member of Consortium or our sister concern or against our
CEO or any of our directors/managers/employees.

A statement by the Bidder and each of the Members of its Consortium (where applicable)
or any of their Associates disclosing material non-performance in past projects, contractual
disputes and litigation/ arbitration in the recent past, as on bid due date is given below
(Attach extra sheets, if necessary) w.r.t. para 2.1.23:

Name of the Bidder /Member of Consortium: __________________________

Sr. Categories of Non-Performer Name of

No. Project(s)
i Fails to set up institutional mechanism and procedure as per contract.
ii Fails to mobilize key construction equipment within a period of 4
months from the Appointed Date.
iii Fails to complete or has missed any milestone and progress not
commensurate with contiguous unencumbered project length /ROW
available even after lapse of 6 months from respective project
milestone/Schedule Completion date, unless Extension of Time has
been granted due to Authority's Default or Force Majeure.
iv Fails to achieve progress commensurate with funds released from
Escrow Account (Equity + Debt + Grant) in BOT or HAM project and
variation is more than 25% in the last 365 days.
v Fails to achieve the target progress or complete the project as per
schedule agreed at the time of sanctioning of funds under One Time
Funds Infusion (OTFI) or relaxations to contract conditions to improve
cash flow solely on account of Concessionaire's/contractor’s
failure/default.
vi Fails to complete rectification (excluding minor rectifications) as per
time given in non-conformity reports (NCR) in design/completed
works/maintenance or reported in Inspection Reports issued by Quality
Inspectors deployed by the Authority or Officers of the Authority.
vii Fails to complete minor rectifications exceeding 3 instances in a project
as per time given in non-conformity reports (NCR) in design/completed
works/maintenance.
viii Fails to fulfill its obligations to maintain a highway in a satisfactory
condition in spite of two rectification notices issued in this regard.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 68
National Highways Authority of India Request for Proposals

ix Damages/ penalties recommended by Independent/Authority's

Engineer during O&M Period and remedial works are still not taken up.
x Fails to complete Punch list items even after lapse of time for
completion of such items excluding delays attributable to the Authority.
xi Occurrence of minor failure of structures/highway due to construction
defect wherein no casualties are reported (casualties include injuries to
human being / animals).
xii Occurrence of major failure of structures/highway due to construction
defect wherein no casualties are reported (casualties include injuries to
human being/ animals).
xiii Occurrence of major failure of structures/highway due to construction
defect leading to loss of human lives besides loss of reputation etc. of
the authority.
xiv Fails to make premium payments excluding the current instalment in
one or more projects.
xv Fails to achieve financial closure in two or more projects within the
given or extended period (which shall not be more than six months in
any case).
xvi Fails to submit the Performance Security within the permissible time
period in more than one project.
xvii Rated as an unsatisfactory performing entity/ non- performing entity by
an independent third-party agency and so notified on the website of the
Authority.
xviii Failed to perform for the works of Expressways, National Highways,
ISC & EI works in the last 2(two) years, as evidenced by imposition of
a penalty by an arbitral or judicial authority or a judicial pronouncement
or arbitral award against the Bidder, including individual or any of its
Joint Venture/Consortium Member, as the case may be.
xix Expelled from the contract or the contract terminated by the Ministry
of Road Transport & Highways or its implementing agencies for breach
by such Bidder, including individual or any of its Joint
Venture/Consortium Member; Provided that any such decision of
expulsion or termination of contract leading to debarring of the Bidder
from further participation in bids for the prescribed period should have
been ordered after affording an opportunity of hearing to such party.
xx Fails to start the works or causes delay in maintenance & repair/overlay
of the project.

I/ We certify that the list is complete and covers all the projects of Expressways, National
Highways, ISC and El works of Ministry of Road Transport & Highways or its
implementing agencies and that we/ any of the JV partners or Members of consortium do
not fall in any of the above categories of being a Non-Performing entity.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 69
 National Highways Authority of India Request for Proposals

Appendix IA
Annex-II
ANNEX-II
Technical Capacity of the Bidder@
(Refer to Clauses 2.2.2(A), 3.4 and 3.5 of the RFP)
Bidder type Proposed Member Project Cate- Experience¥ Experience
#
Equity Code* Code** gory$ (Equivalent Rs. crore)$$ Score£
Shareholdi Payments Payments Revenues
ng in made/ made for appropriated
Consortium received for development from Eligible
(%) construction of Eligible Projects in
of Eligible Projects in Categories 1
Projects in Categories 1 and 2
Categories 3 and 2
and 4
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Single a
entity b
Bidder c
d
Consortium 1a
Member 1 1b
1c
1d
Consortium 2a
Member 2 2b
2c
2d
Consortium 3a
Member 3 3b
3c
3d
Consortium 4a
Member 4 4b
4c
4d
Aggregate Experience Score =

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 70
National Highways Authority of India Request for Proposals

Appendix IA
Annex-II
@
Provide details of only those projects that have been undertaken by the Bidder under its
own name and/ or by an Associate specified in Clause 2.1.18 and/ or by a project
company eligible under Clause 3.4.3(b). In case of Categories 1 and 2, include only
those projects which have an estimated capital cost exceeding the amount specified in
Clause 3.4.3(c) and for Categories 3 and 4, include only those projects where the
payments made/received exceed the amount specified in Clause 3.4.4. 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.
#
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 Member. In case of a Consortium,
the row titled Single entity Bidder may be ignored. In case credit is claimed for an
Associate, necessary evidence to establish the relationship of the Bidder with such
Associate, in terms of Clause 2.1.18, shall be provided.
* Member Code shall indicate NA for Not Applicable in case of a single entity Applicant.
For other Members, the following abbreviations are suggested viz. LM means Lead
Member, TM means Technical Member, FM means Financial Member, OMM means
Operation & Maintenance Member, OM means Other Member.
** Refer Annex-IV of this Appendix-IA. Add more rows if necessary.
$
Refer Clause 3.4.1.
¥ In the case of Eligible Projects in Categories 1 and 2, the figures in columns 7 and 8
may be added for computing the Experience Score of the respective projects. In the case
of Categories 3 and 4, construction shall not include supply of goods or equipment
except when such goods or equipment form part of a turn-key construction contract/
EPC contract for the project. In no case shall the cost of land be included while
computing the Experience Score of an Eligible Project.
$$
For conversion of US Dollars to Rupees, the rate of conversion shall be Rupees 60
(sixty) to a US Dollar. In case of any other currency, the same shall first be converted
to US Dollars as on the date 60 (sixty) days prior to the Bid Due Date, and the amount
so derived in US Dollars shall be converted into Rupees at the aforesaid rate. The
conversion rate of such currencies shall be the daily representative exchange rates
published by the International Monetary Fund for the relevant date.
£
Divide the amount in the Experience column by one crore and then multiply the result
thereof by the applicable factor set out in Table 3.4.6 and in case of a Consortium,
further multiply the result thereof by the proposed equity shareholding of the applicable
Member, to arrive at the Experience Score for each Eligible Project. In the case of an
Eligible Project situated in an OECD country, the Experience Score so arrived at shall
be further multiplied by 0.5, in accordance with the provisions of Clause 3.4.7, and the
product thereof shall be the Experience Score for such Eligible Projects. Above all, the
sum total of columns 6, 7 and 8, as the case may be, in respect of each Eligible Project
shall be restricted to a ceiling equivalent to the Estimated Project Cost, as specified in
Clause 3.4.8.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 71
 National Highways Authority of India Request for Proposals

Appendix IA
Annex-III
ANNEX-III
Financial Capacity of the Bidder
(Refer to Clauses 2.2.2(B), 2.2.4 (ii) and 3.6 of the RFP)

(In Rs. crore$$)

Bidder type Member Proposed Equity Net Cash Accruals Net Worth€
$
Code£ Shareholding in Year Year Year Year Year Year
Consortium (%) 1 2 3 4 5 1
(1) (2) (3) (4) (5) (6) (7) (8) *9)
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.
£
For Member Code, see instruction 4 at Annex-IV of this Appendix-IA.
€
The Bidder should provide details of its own Financial Capability or of an Associate
specified in Clause 2.1.18.
$$
For conversion of other currencies into rupees, see note below Annex-II of Appendix-
IA.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 72
National Highways Authority of India Request for Proposals

Appendix IA
Annex-III

Instructions:

1. 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).

2. Net Cash Accruals shall mean Profit After Tax + Depreciation.

3. 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.

4. Year 1 will be the latest completed financial year, preceding the bidding. Year 2
shall be the year immediately preceding Year 1 and so on. In case the Bid Due Date
falls within 3 (three) months of the close of the latest financial year, refer to Clause
2.1.21.

5. 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.

6. The Bidder shall also provide the name and address of the Bankers to the Bidder.

7. The Bidder shall provide an Auditor’s Certificate specifying the net worth of the
Bidder and also specifying the methodology adopted for calculating such net worth
in accordance with Clause 2.2.4 (ii) of the RFP document.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 73
National Highways Authority of India Request for Proposals

Appendix I
Annex-IV
ANNEX-IV
Details of Eligible Projects
(Refer to Clauses 2.2.2(A), 3.4 and 3.5 of the RFP)

Project Code: Member Code:

Item Refer Particulars of the Project
Instruction
(1) (2) (3)
Title & nature of the project
Category 5
Year-wise (a) payments 6
received/ made for
construction, (b) payments
made for development of PPP
projects and/ or (c) revenues
appropriated
Entity for which the project 7
was constructed/ developed
Location
Project cost 8
Date of commencement of
project/ contract
Date of completion/ 9
commissioning
Equity shareholding 10
(with period during which
equity was held)
Whether credit is being taken 16
for the Eligible Experience of
an Associate (Yes/ No)

Instructions:

1. Bidders are expected to provide information in respect of each Eligible Projects in

this Annex. The projects cited must comply with the eligibility criteria specified in
Clause 3.4.3 and 3.4.4 of the RFP, as the case may be. Information provided in this
section is intended to serve as a backup for information provided in the Bid. Bidders
should also refer to the Instructions below.

2. For a single entity Bidder, the Project Codes would be a, b, c, d etc. In case the
Bidder is a Consortium then for Member 1, the Project Codes would be 1a, 1b, 1c,
1d etc., for Member 2 the Project Codes shall be 2a, 2b, 2c, 2d etc., and so on.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 74
National Highways Authority of India Request for Proposals

3. A separate sheet should be filled for each Eligible Project.

4. 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. Refer to Clause 3.4.1 of the RFP for category number.

6. The total payments received/ made and/or revenues appropriated for each Eligible
Project are to be stated in Annex-II of this Appendix-IA. The figures to be provided
here should indicate the break-up for the past 5 (five) financial years. Year 1 refers
to the financial year immediately preceding the Bid Due Date; Year 2 refers to the
year before Year 1, Year 3 refers to the year before Year 2, and so on (Refer Clause
2.1.21). For Categories 1 and 2, expenditure on development of the project and/or
revenues appropriated, as the case may be, should be provided, but only in respect
of projects having an estimated capital cost exceeding the amount specified in
Clause 3.4.3(c). In case of Categories 3 and 4, payments made/ received only in
respect of construction should be provided, but only if the amount paid/received
exceeds the minimum specified in Clause 3.4.4. Payment for construction works
should only include capital expenditure, and should not include expenditure on
repairs and maintenance.

7. In case of projects in Categories 1and 2, particulars such as name, address and

contact details of owner/ Authority/ Agency (i.e. concession grantor, counter party
to PPA, etc.) may be provided. In case of projects in Categories 3 and 4, similar
particulars of the client need to be provided.

8. Provide the estimated capital cost of Eligible Project. Refer to Clauses 3.4.3 and
3.4.4

9. For Categories 1 and 2, the date of commissioning of the project, upon completion,
should be indicated. In case of Categories 3 and 4, date of completion of
construction should be indicated. In the case of projects under construction, the
likely date of completion or commissioning, as the case may be, shall be indicated.

10. For Categories 1 and 2, the equity shareholding of the Bidder, in the company
owning the Eligible Project, held continuously during the period for which Eligible
Experience is claimed, needs to be given (Refer Clause 3.4.3).

11. Experience for any activity relating to an Eligible Project shall not be claimed by
two or more Members of the Consortium. In other words, no double counting by a

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 75
National Highways Authority of India Request for Proposals

Consortium in respect of the same experience shall be permitted in any manner

whatsoever.
12. Certificate from the Bidder’s statutory auditor$ or its respective clients must be
furnished as per formats below for each Eligible Project. In jurisdictions that do not
have statutory auditors, the auditors who audit the annual accounts of the Bidder/
Member/Associate may provide the requisite certification.
13. If the Bidder is claiming experience under Categories 1 & 2£, it should provide a
certificate from its statutory auditor in the format below:

Certificate from the Statutory Auditor regarding PPP projects

Based on its books of accounts and other published information authenticated by it, this is
to certify that …………………….. (name of the Bidder/Member/Associate) is/ was an
equity shareholder in ……………….. (title of the project company) and holds/held Rs.
……… cr. (Rupees ………………………….. crore) of equity (which constitutes ……..%€
of the total paid up and subscribed equity capital) of the project company from …………...
(date) to …………….. (date)¥. The project was/is likely to be commissioned on
……………. (date of commissioning of the project).
We further certify that the total estimated capital cost of the project is Rs. ……… cr.
(Rupees …………………crore), of which Rs. ……… cr. (Rupees …………… crore) of
capital expenditure was incurred during the past five financial years as per year-wise details
noted below:
………………………
………………………
We also certify that the eligible annual revenues collected and appropriated by the aforesaid
project company in terms of Clauses 3.4.1 and 3.4.3 (d) of the RFP during the past five
financial years were Rs. ……… cr. as per year-wise details noted below:
………………………
………………………

Name of the audit firm:

Seal of the audit firm: (Signature, name and designation
Date:
of the authorised signatory)

$
In case duly certified audited annual financial statements containing the requisite details are provided, a
separate certification by statutory auditors would not be necessary.
£
Refer Clause 3.4.1 of the RFP.
 Provide Certificate as per this format only. Attach Explanatory Notes to the Certificate, if necessary.
Statutory auditor means the entity that audits and certifies the annual accounts of the company.
€
Refer instruction no. 10 in this Annex-IV.
¥
In case the project is owned by the Bidder company, this language may be suitably modified to read: “It is
certified that …………….. (name of Bidder) constructed and/ or owned the ………….. (name of project)
from ……………….. (date) to ………………… (date).”

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 76
National Highways Authority of India Request for Proposals

14. If the Bidder is claiming experience under Category 3 & 4, it should provide a
certificate from its statutory auditors or the client in the format below:
Certificate from the Statutory Auditor/ Client regarding construction works
Based on its books of accounts and other published information authenticated by it, {this
is to certify that …………………….. (name of the Bidder/Member/Associate) was engaged
by ……………….. (title of the project company) to execute ……………… (name of
project) for …………………. (nature of project)}. The construction of the project
commenced on ………….. (date) and the project was/ is likely to be commissioned on
…………… (date, if any). It is certified that ……………. (name of the Bidder/ Member/
Associate) received/paid Rs. ……….. cr. (Rupees …………………………… crore) by
way of payment for the aforesaid construction works.
We further certify that the total estimated capital cost of the project is Rs. …… cr. (Rupees
…………………crore), of which the Bidder/Member/Associate received/paid Rs. ………
cr. (Rupees ……………………… crore), in terms of Clauses 3.4.1 and 3.4.4 of the RFP,
during the past five financial years as per year-wise details noted below:
………………………
………………………
{It is further certified that the payments/ receipts indicated above are restricted to the share
of the Bidder who undertook these works as a partner or a member of joint venture/
Consortium.}

Name of the audit firm:

Seal of the audit firm: (Signature, name and designation of the
Date: authorised signatory).

15. In the event that credit is being taken for the Eligible Experience of an Associate,
as defined in Clause 2.1.18, the Bidder should also provide a certificate in the format
below:

Certificate from Statutory Auditor/ Company Secretary regarding Associate$


Refer Clauses 3.4.1 and 3.4.4 of the RFP.

Provide Certificate as per this format only. Attach Explanatory Notes to the Certificate, if necessary.
Statutory auditor means the entity that audits and certifies the annual accounts of the company.

In case the Bidder owned the Eligible Project and engaged a contractor for undertaking the construction
works, this language may be modified to read: “ this is to certify that …………… (name of Bidder/ Member/
Associate) held 26% or more of the paid up and subscribed share capital in the……………. (name of Project
company) when it undertook construction of the ………………. (name of Project) through…………………
(name of the contractor).

This certification should only be provided in case of jobs/ contracts, which are executed as part of a
partnership/ joint venture/ consortium. The payments indicated in the certificate should be restricted to the
share of Bidder in such partnership/ joint venture/ consortium. This portion may be omitted if the contract
did not involve a partnership/ joint venture/ consortium. In case where work is not executed by partnership/
joint venture/ consortium, this paragraph may be deleted.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
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Based on the authenticated record of the Company, this is to certify that more than 50%
(fifty per cent) of the subscribed and paid up voting equity of ……………… (name of the
Associate) is held, directly or indirectly£, by ……………….. (name of Bidder /
Consortium Member). By virtue of the aforesaid share-holding, the latter exercises control
over the former, who is an Associate in terms of Clause 2.1.18 of the RFP.

A brief description of the said equity held, directly or indirectly, is given below:

{Describe the share-holding of the Bidder/ Consortium Member in the Associate}

Name of the audit firm:

Seal of the audit firm: (Signature, name and designation of Date:
the authorised signatory).

$
In the event that the Bidder/ Consortium Member exercises control oven an Associate
by operation of law, this certificate may be suitably modified and copies of the relevant
law may be enclosed and referred to.
£
In the case of indirect share-holding, the intervening companies in the chain of
ownership should also be Associates i.e., the share-holding in each such company should
be more than 50% in order to establish that the chain of “control” is not broken.

16. It may be noted that in the absence of any detail in the above certificates, the
information would be considered inadequate and could lead to exclusion of the
relevant project in computation of Experience Score.


Refer Clause 3.4.6 of the RFP.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
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Appendix IA
Annex-V

ANNEX-V
Statement of Legal Capacity

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

Ref. Date:

To,
General Manager (T)
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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 79
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APPENDIX-IA
Annexure VI
Guidelines of the Department of Disinvestment
(Refer Clause1.2.1)

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

OFFICE MEMORANDUM

Sub: Guidelines for qualification of Bidders seeking to acquire stakes in Public

Sector Enterprises through the process of disinvestment

Government has examined the issue of framing comprehensive and transparent

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

(a) In regard to matters other than the security and integrity of the country, any
conviction by a Court of Law or indictment/ adverse order by a regulatory authority
that casts a doubt on the ability of the bidder to manage the public sector unit when
it is disinvested, or which relates to a grave offence would constitute disqualification.
Grave offence is defined to be of such a nature that it outrages the moral sense of the
community. The decision in regard to the nature of the offence would be taken on
case to case basis after considering the facts of the case and relevant legal principles,
by the Government of India.

(b) In regard to matters relating to the security and integrity of the country, any charge-
sheet by an agency of the Government/ conviction by a Court of Law for an offence
committed by the bidding party or by any sister concern of the bidding party would
result in disqualification. The decision in regard to the relationship between the sister
concerns would be taken, based on the relevant facts and after examining whether
the two concerns are substantially controlled by the same person/ persons.
(c) In both (a) and (b), disqualification shall continue for a period that Government
deems appropriate.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 80
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(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

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 81
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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 Construction work of 4-lane Highway
from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha) to Vidisha (Morikodi)
section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM (Hybrid
Annuity 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. 8.03
Crore (Rupees Eight Crores and Three Lakhs 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

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 82
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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 set forth in the said Bidding
Documents for any reason whatsoever. Any such demand made on the Bank shall
be conclusive as regards amount due and payable by the Bank under this Guarantee.
However, our liability under this Guarantee shall be restricted to an amount not
exceeding Rs. 8.03 Crore (Rupees Eight Crores and Three Lakhs 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 60 (sixty)
days or for such extended period as may be mutually agreed between the Authority
and the Bidder, and agreed to by the Bank, and shall continue to be enforceable till
all amounts under this Guarantee have been paid.

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

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

7. In order to give full effect to this Guarantee, the Authority shall be entitled to treat
the Bank as the principal debtor. The Authority shall have the fullest liberty without
affecting in any way the liability of the Bank under this Guarantee from time to time
to vary any of the terms and conditions contained in the said Bidding Documents
or to extend time for submission of the Bids or the Bid validity period or the period
for conveying acceptance of Letter of Award by the Bidder or the period for
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

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 83
National Highways Authority of India Request for Proposals

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. 8.03 Crore (Rupees Eight Crores and Three Lakhs only). The Bank
shall be liable to pay the said amount or any part thereof only if the Authority
serves a written claim on the Bank in accordance with paragraph 9 hereof, on
or before *** (indicate date falling 180 days after the Bid Due Date).

14. This guarantee shall also be operatable at our ………….Branch at New Delhi, from
whom, confirmation regarding the issue of this guarantee or extension/renewal
thereof shall be made available on demand. In the contingency of this guarantee
being invoked and payment thereunder claimed, the said branch shall accept such
invocation letter and make payment of amounts so demanded under the said
invocation.

15. 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, the details of which are as follows:
S. No. Particulars Details
1. Name of Beneficiary National Highways Authority
of India
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 84
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2. Name of Bank Canara Bank

3. Address of Bank Branch Dwarka, Sector-10 Branch
4. Account No. 8598201005819
5. 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)

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 85
National Highways Authority of India Request for Proposals

APPENDIX-III
Format for Power of Attorney for signing of Bid
(Refer Clause 2.1.8)
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 Construction work of 4-lane Highway from Km
0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146
under NH (O) in the State of Madhya Pradesh on HAM (Hybrid Annuity 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:

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 86
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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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 87
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APPENDIX-IV
Format for Power of Attorney for Lead Member of Consortium
(Refer Clause 2.1.9)
Whereas the National Highways Authority of India (“the Authority”) has invited bids from
interested parties for the Construction work of 4-lane Highway from Km 0+000 to Km
42+040 Bhopal (Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146 under NH (O)
in the State of Madhya Pradesh on HAM (Hybrid Annuity 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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 88
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IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED

THIS POWER OF ATTORNEY ON THIS …………….. DAY OF …………… 20……..

For ……………….
(Signature, Name & Title)

For ……………….
(Signature, Name & Title)

For ……………….

(Signature, Name & Title)

Witnesses:

1.

2.

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

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 89
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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

1. {………… Limited, and having its registered office at ………… } (hereinafter

referred to as the “First Part” which expression shall, unless repugnant to the
context include its successors and permitted assigns)

AND

2. {………… Limited, having its registered office at ………… } and (hereinafter

referred to as the “Second Part” which expression shall, unless repugnant to the
context include its successors and permitted assigns)

AND

3. {………… Limited, and having its registered office at …………} (hereinafter

referred to as the “Third Part” which expression shall, unless repugnant to the
context include its successors and permitted assigns)

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 Construction work of 4-lane Highway
from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha) to Vidisha (Morikodi) section of
NH-146 under NH (O) in the State of Madhya Pradesh on HAM (Hybrid Annuity 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
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
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(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

Process and until the Appointed Date under the Concession Agreement when all the
obligations of the SPV shall become effective;

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

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

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{(d) 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 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 06 (six) months
from the commercial operation 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 Applicants for the Project in terms of
the RFP.

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

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

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

6.6 The Parties undertake that the O&M Member shall subscribe and hold at least 10%
(ten per cent) of the subscribed and paid up equity shares in the SPV in terms of the
Concession Agreement.}

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7. Representation of the Parties

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

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

(b) The execution, delivery and performance by such Party of this Agreement has been
authorised by all necessary and appropriate corporate or governmental action and a
copy of the extract of the charter documents and board resolution/ power of attorney
in favour of the person executing this Agreement for the delegation of power and
authority to execute this Agreement on behalf of the Consortium Member is annexed
to this Agreement, and will not, to the best of its knowledge:

(i) require any consent or approval not already obtained;

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

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

(d) there is no litigation pending or, to the best of such Party's knowledge, threatened
to which it or any of its Affiliates is a party that presently affects or which would
have a material adverse effect on the financial condition or prospects or business of
such Party in the fulfillment of its obligations under this Agreement.

8. Termination

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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 Applicant is not pre-qualified or upon return of the Bid
Security by the Authority to the Bidder, as the case may be.

9. Miscellaneous

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

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

IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND

DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of
LEAD MEMBER by: SECOND PART

(Signature) (Signature)
(Name) (Name)
Designation) (Designation)
Address) (Address)

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of For and on behalf of

THIRD PART FOURTH PART

(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of For and on behalf of
FIFTH PART SIX PART
(Signature) (Signature)
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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(Name) (Name)
(Designation) (Designation)
(Address) (Address)

In the presence of:

1. 2.

Notes:

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

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

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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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APPENDIX VI
Integrity pact (Refer clause 4.4)
(To be executed on the plain paper and submitted alongwith Technical Bid/ Tender
documents for tenders having a value of Rs. 5 crore or more. To be signed by the bidder
and same signatory competent/ authorized to sign the relevant contract on behalf of the
NHAI)
(__________________Division)
Tender No.________________

This integrity Pact is made at . on this_____ day of………...2022.

BETWEEN

THE 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 of contract thereof, include its successors and permitted assigns)

AND

…………………………………………………………. hereinafter referred to as "The

Bidder(s)/Contractor(s)/Concessionaire(s)/Consultant(s)" 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 procedure,
contract/s for “Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal
(Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya
Pradesh on HAM (Hybrid Annuity Mode)..” The 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 Monitors (IEMs), 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.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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Now, therefore, in consideration of mutual covenants stipulated in this pact, the parties
hereby agree as follows and this pact witnesses 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 principles:-

(a) No employee of the Principal, personally or through family members, will

in connection with the Tender 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.

(b) 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.

(c) The Principal will exclude all known prejudiced persons from the process.

(2) 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.

Article - 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 Principal's
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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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(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
contract, 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 principals, if any.
Further, details as mentioned in the 'Guidelines on Indian Agents of Foreign
Suppliers' shall be disclosed by the Bidder(s)/ Contractor(s)/ Concessionaire(s)/
Consultant(s). Further, all the payments made to the Indian Agent / Representative
have to be Indian Rupees only.

(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.

(h) The Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) who have signed a

Integrity pact shall not approach the court while representing the matter to IEMs
and shall wait for their decision in the matter.

Article - 3 Disqualification from tender process and exclusion from future contracts.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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(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 Article2, above or in any other form 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(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) 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(s)/ Contractor(s)/ Concessionaire(s)/
Consultant(s) 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 of
the Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) and the amount of
the damage. The exclusion will be imposed for a minimum period of 6 months and
maximum period of 2 years..

(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(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) with 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(s)/ Contractor(s)/
Concessionaire(s)/ Consultant(s) shall be final and binding on the Bidder(s)/
Contractor(s)/ Concessionaire(s)/ Consultant(s), however, the Bidder(s)/
Contractor(s)/ Concessionaire(s)/ Consultant(s) can approach IEM(s) appointed
for the purpose of this Pact.

(6) On occurrence of any sanctions/ disqualification etc. arising out from violation of
integrity pact, the Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) shall
not be entitled for any compensation on this account.

(7) Subject to full satisfaction of the Principal, the exclusion of the Bidder(s)/
Contractor(s)/ Concessionaire(s)/ Consultant(s) could be revoked by the Principal

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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if the Bidder(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) 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 Article-3, 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 Principal.

(2) In addition to 1 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 contract/concession agreement against Termination.

Article - 5: Previous Transgressions

(1) The Bidder declares that no previous transgressions 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 tender
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 transgressions 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/ Concessionaires/ Consultants and subcontractors.

(3) The Principal will disqualify from the tender process all Bidders who do not sign
this Pact or violate its provisions.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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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 has appointed Smt. Gauri Kumar, IAS (Retd.), Sh. Ashish
Bhauguna, (IAS Retd.) and Sh. Animesh Chauhan (Ex-MD & CEO, Oriental Bank
of Commerce) 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(s)/ Contractor(s)/ Concessionaire(s)/ Consultant(s) accepts that the

Monitor has the right to access without restriction to all project documentation of
the Principal including that provided by the Bidder(s)/ Contractor(s)/
Concessionaire(s)/ Consultant(s). The Bidder(s)/ Contractor(s)/
Concessionaire(s)/ Consultant(s) will also grant the Monitor, upon his request and
demonstration of a valid interest, unrestricted and unconditional access to his
project documentation. The same is applicable to Subcontractors.

(4) The Monitor is under contractual obligation to treat the information and
documents of the Bidder(s)/Contractor(s)/Subcontractor(s) with confidentiality.
The Monitor has also signed on ‘Non-disclosure of Confidential Information’ and
of ‘Absence of Conflict of Interest’. In case of any conflict of interest arising at a
later date, the IEM shall inform Chairman, NHAI and recuse himself/ herself from
that case.

(5) 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.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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(6) 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.

(7) The Monitor will submit a written report to the Chairman, NHAI within 8 to 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.

(8) If the Monitor has reported to the Chairman, NHAI, a substantiated suspicion of
an offence 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 to the Chief Vigilance Officer, the
Monitor may also transmit this information directly to the Central Vigilance
Commissioner.

(9) The word 'Monitor' would include both singular and plural.

Article - 9 Pact Duration

This Pact begins when both parties have legally signed it (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 of 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.
Any violation of the same would entail disqualification of the bidder and exclusion
from future dealings.

If any claim is made/ lodged during this time, the same shall be binding 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

writing.

(3) If the Bidder/Contractor/Concessionaire/Consultant is in a partnership or a Joint

Venture partner, this pact must be signed by all partners or members.
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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(4) Should one or several provisions of this agreement turn out to be invalid, the
remainder of this agreement remains valid. In this case, the parties will strive to
come to an agreement to their original intentions.

(5) Issue like warranty / Guarantee etc. shall be outside the purview of IEMs.

(6) In the event of any contradiction between the Integrity Pact and its Annexure, the
clause in integrity pact shall prevail.

(7) Any disputes/ 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.

(8) The actions stipulated in this Integrity Pact are without prejudice to any other legal
action that may follow in accordance with the provision of the extent law in force
relating to any civil or criminal proceedings.

In witness whereof the parties have signed and executed this Pact at the place and date first
done mentioned in the presence of following witness:-

……………………………………. ……………………………………..
For & on behalf of the Principal For & On behalf of Bidder/
Contractor/ Concessionaire/
(Office Seal) Consulting
Place……………
Date………….…

Witness 1:
(Name & Address) ________________
________________
________________

Witness 2:
(Name & Address) ________________
________________
________________

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
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Appendix-VII
(To be on the letter of the Bidder/ Each Member of the Consortium)
Certificate regarding Compliance with Restrictions under Rule 144 (xi) of the
General Financial Rules (GFRs)
The General Manager (T)
National Highways Authority of India
G-5&6, Sector 10, Dwarka,
New Delhi - 110 075

Sub: BID for Construction work of 4-lane Highway from Km 0+000 to Km 42+040
Bhopal (Ratnaigiri Tiraha) to Vidisha (Morikodi) section of NH-146 under
NH (O) in the State of Madhya Pradesh on HAM (Hybrid Annuity Mode).
Dear Sir,
With reference to your RFP document dated *** **$, I/we, having examined the Bidding
Documents and understood their contents, hereby undertake and confirm as follows:
I/We have read the clause regarding restrictions on procurement from a bidder
of a country which shares a land border with India and on sub-contracting to
contractors from such countries;
I certify that this Bidder is not from such a country or, if from such a country, has
been registered with the Competent Authority as defined in Public Procurement
Order no. F.no.6/18/2019- PPD dated 23rd July 2020 and will not sub-contract
any work to a contractor from such countries unless such contractor is registered
with the Competent Authority.
I hereby certify that this bidder fulfils all requirements in this regard and is
eligible to be considered.

Yours faithfully,
Date:
(Signature of the Authorised signatory)
Place:
(Name and designation of the of the Authorised signatory)
Name and seal of Bidder/Each Member of the Consortium

Notes:
{Where applicable, evidence of valid registration by the Competent Authority shall be
attached}

In case the above certification is found to be false, this would be a ground for immediate
rejection of Bid/termination and further legal action in accordance with law.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 104
National Highways Authority of India Request for Proposals

APPENDIX - VIII
Surety Bond for Bid Security
(Refer Clauses 2.1.6 and 2.20.1)

S.B. No. Dated:

1. In consideration of you, *****, having its office at ****, (hereinafter referred to as the
"Authority", which expression shall unless it be repugnant to the subject or context
thereof include its, successors and assigns) having agreed to receive the Bid of .........(a
Company registered under 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 Construction
work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya
Pradesh on HAM (Hybrid Annuity 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 Surety
Insurer) having our registered office at ………... one of its branches at ……………. and
(hereinafter referred to as the Surety Insurer "), 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.8.03 Crores (Rupees Eight Crores and
Three Lakhs only) (hereinafter referred to as the "Surety Bond") 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 Surety Insurer.

3. We, the Surety Insurer, do hereby unconditionally undertake to pay the amounts due
and payable under this Surety Bond 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 set forth in the said Bidding Documents for any
reason whatsoever. Any such demand made on the Surety Insurer shall be conclusive as
Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 105
National Highways Authority of India Request for Proposals

regards amount due and payable by the Surety Insurer under this Surety Bond. However,
our liability under this Surety Bond shall be restricted to an amount not exceeding Rs.
8.03 Crores (Rupees Eight Crores and Three Lakhs only).

4. This Surety Bond 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 60 (sixty) days
or for such extended period as may be mutually agreed between the Authority and the
Bidder, and agreed to by the Surety Insurer, and shall continue to be enforceable till all
amounts under this Surety Bond have been paid.

5. We, the Surety Insurer, 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 Surety Bond shall not be affected by any change in the constitution or winding up
of the Bidder or the Surety Insurer or any absorption, merger or amalgamation of the
Bidder or the Surety Insurer with any other person.

7. In order to give full effect to this Surety Bond, the Authority shall be entitled to treat the
Surety Insurer as the principal debtor. The Authority shall have the fullest liberty without
affecting in any way the liability of the Surety Insurer under this Surety Bond 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 Surety insurer 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 Surety Insurer from its such liability.

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 106
 National Highways Authority of India Request for Proposals

8. Any notice by way of request, demand or otherwise hereunder shall be sufficiently given
in writing or made if addressed to the Surety Insurer and sent by courier or by registered
post or by certified e-mail to the Surety Insurer at the address or e-mail set forth herein.

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

to name of Surety Insurer 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 Surety Insurer and the Surety Bond herein contained shall be
enforceable against the Surety Insurer, 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 Surety Insurer hereunder, be
outstanding or unrealised.

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

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

13. For the avoidance of doubt, the Surety Insurer's liability under this Surety Bond shall be
restricted to Rs 8.03 Crores (Rupees Eight Crores and Three Lakhs only). The Surety
Insurer shall be liable to pay the said amount or any part thereof only if the Authority
serves a written claim on the Surety Insurer in accordance with paragraph 9 hereof, on
or before [** (indicate date falling 180 days after the Bid Due Date)].

14. This Surety Bond shall also be operatable at our ………..., branch at New Delhi, from
whom, confirmation regarding the issue of this Surety Bond or extension/renewal
thereof shall be made available on demand. In the contingency of this Surety Bond being
invoked and payment hereunder claimed, the said branch shall accept such invocation
letter and make payment of amounts so demanded under the said invocation.

15. The Insurance Surety Bond shall be verified from the specific portal created for this
purpose.

Signed and Delivered by ……………… Company

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

(Signature of the Authorised Signatory)

(official seal)

Construction work of 4-lane Highway from Km 0+000 to Km 42+040 Bhopal (Ratnaigiri Tiraha)
to Vidisha (Morikodi) section of NH-146 under NH (O) in the State of Madhya Pradesh on HAM
(Hybrid Annuity Mode). 107