National Highways Authority of India: Instructions To Bidders (Itb)

National Highways Authority of India Request For Proposal – Bid Documents
Volume I: Instructions To Bidders
National Highways Authority of India

Government of India
INTERNATIONAL COMPETITIVE BIDDING (ICB)
REQUEST FOR PROPOSAL (RFP)
FOR
Construction for Six /Eight Laning of Existing four lane from

Vadape to Thane from Km. 539.200 to Km.563.000 section of
NH-3 (New NH- 848) in the State of Maharashtra to be
executed as BOT (Toll) Project on DBFOT Pattern
REQUEST FOR PROPOSAL (RFP)
BID DOCUMENT
VOLUME - I
INSTRUCTIONS TO BIDDERS (ITB)

JANUARY-2017
Construction for Six /Eight Laning of Existing four lane from Vadape to Thane from Km. 539.200 to
Km.563.000 section of NH-3 (New NH- 848) in the state of Maharashtra to be executed as BOT (Toll)
Project on DBFOT Pattern
TABLE OF CONTENTS
S. No. Contents Page No.

Letter of Invitation 1
Disclaimer 4
Glossary 6
1 Introduction 8
1.1 Background 8
1.2 Brief description of Bidding Process 9
1.3 Schedule of Bidding Process 11
2 Instructions to Bidders 12
A General 12
2.1 General terms of Bidding 12

2.2 Change in composition of the Consortium 15
2.3 Change in Ownership 16
2.4 Cost of Bidding 16
2.5 Site visit and verification of information 16
2.6 Verification and Disqualification 17
B Documents 18
2.7 Contents of the RFP 18
2.8 Clarifications 19
2.9 Amendment of RFP 19
C Preparation and Submission of Bids 20

2.10 Format and Signing of Bid 20
2.11 Sealing and Marking of Bids 20
2.12 Bid Due Date 21
2.13 Late Bids 21
2.14 Contents of the Bid 21
2.15 Modifications/ Substitution/ Withdrawal of Bids 22
2.16 Rejection of Bids 22
2.17 Validity of Bids 22
2.18 Confidentiality 22
2.19 Correspondence with the Bidder 23
D Bid Security 23
2.20 Bid Security 23
3 Evaluation of Bids 25
3.1 Opening and Evaluation of Bids 25

3.2 Tests of responsiveness 25
3.3 Selection of Bidder 25
3.4 Contacts during Bid Evaluation 26
4 Fraud and Corrupt Practices 27
5 Pre-Bid Conference 29
6 Miscellaneous 30
Appendices
I Letter comprising the Bid 32
II Bank Guarantee for Bid Security 37
III Power of Attorney for signing of Bid 40
IV Power of Attorney for Lead Member of Consortium 42
V Guidelines of the Department of Disinvestment 44
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 fees, expenses
associated with any demonstrations or presentations which may be required by the Authority
or any other costs incurred in connection with or relating to its Bid. All such costs and
expenses will remain with the Bidder and the Authority shall not be liable in any manner
whatsoever for the same or for any other costs or other expenses incurred by a Bidder in
preparation or submission of the Bid, regardless of the conduct or outcome of the Bidding
Process.
GLOSSARY
Authority As defined in Clause 1.1.1

Associate As defined in Clause 2.1.14
Bank Guarantee As defined in Clause 2.20.1
Bid(s) As defined in Clause 1.2.2
Bidders As defined in Clause 1.2.2
Bidding Documents As defined in Clause 1.1.7
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 Stage As defined in Clause 1.2.1
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 2.1.14
DBFOT As defined in Clause 1.1.1
Demand Draft As defined in Clause 2.20.2
Estimated Project Cost As defined in Clause 1.1.4
Feasibility Report As defined in Clause 1.2.3
Government Government of India
Grant As defined in Clause 1.2.7
Highest Bidder As defined in Clause 1.2.7
LOA As defined in Clause 3.3.5
Member Member of a Consortium
PPP Public Private Partnership
Premium As defined in Clause 1.2.7
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
RFQ As defined in Clause 2.1.2
Selected Bidder As defined in Clause 3.3.1
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. The words and
expressions beginning with capital letters and not defined herein, but defined in the RFQ, shall,
unless repugnant to the context, have the meaning ascribed thereto therein.
Invitation for Proposal
1. INTRODUCTION
1.1 Background
1.1.1 The National Highways Authority of India (the “Authority”) is engaged in the
development of highways and as part of this endeavour, the Authority has decided to
undertake development and operation/ maintenance of the “Construction for Six
/Eight Laning of Existing four lane from Vadape to Thane from Km. 539.200 to
Km.563.000 section of NH-3 (New NH- 848) in the state of Maharashtra to be
executed as BOT (Toll) Project on DBFOT Pattern” Project (the “ Project”) through
Public Private Partnership (the “PPP”) on Design, Build, Finance, Operate and Transfer
(the “DBFOT”) 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 (in Km) Estimated Project

Cost (In Rs. Cr.)
Construction for Six /Eight Laning of 23.465 1243.75
Existing four lane from Vadape to Thane
from Km. 539.200 to Km.563.000
section of NH-3 (New NH- 848) in the
state of Maharashtra to be executed as
BOT (Toll) Project on DBFOT Pattern
1.1.2 The Selected Bidder, who is either a company incorporated under the Companies Act,
1956 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 Selected Bidder and the
Authority in the form provided by the Authority as part of the Bidding Documents
pursuant hereto.
1.1.3 The scope of work will broadly include rehabilitation, upgradation and widening of the
existing carriageway to Six-lane/ Eight Lane standards with construction of new
pavement, rehabilitation of existing pavement, construction and/ or rehabilitation of
major and minor bridges, culverts, road intersections, interchanges, drains, etc. and the
operation and maintenance thereof.
1.1.4 The estimated cost of the Project (the “Estimated Project Cost”) has been specified in
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 this RFP in accordance with the terms set
forth in this RFP and other documents to be provided by the Authority pursuant to this
RFP, as modified, altered, amended and clarified from time to time by the Authority
(collectively the “Bidding Documents”), and all Bids shall be prepared and submitted in
accordance with such terms on or before the date specified in Clause 1.3 for submission
of Bids (the “Bid Due Date”).
1.1.8 A Bidder shall not be eligible for bidding if,
(a) For projects with TPC less than Rs.3000 crore, as on Bid Due Date, the Bidder, its
Member or any Associate, either by itself or as member of a Consortium has been
declared by the Authority as the Selected Bidder for undertaking 3 (three) such
projects and the bidder is yet to achieve Financial Closure.
(b) For projects with TPC in excess or equal to Rs.3000 crore, a bidder shall not be
eligible for bidding if, as on Bid Due Date, the Bidder, its Member or any Associate,
either by itself or as member of a Consortium has been declared by the Authority as
the Selected Bidder for undertaking 2 (two) such projects and the bidder is yet to
achieve Financial Closure.
Subject, however, to the provision that total number projects under (a) & (b) above for
which the bidder is yet to achieve financial closure shall not exceed 3 (three).
A Bidder shall be considered as a Selected Bidder for the projects of NHAI, where the
Letter of Awards (LOA) has been issued.”
1.2 Brief description of Bidding Process
1.2.1 The Authority has adopted a two-stage process (collectively referred to as the
“Bidding Process”) for selection of the Bidder for award of the Project. The first
stage (the “Qualification Stage”) of the process involved pre-qualification of
interested parties/ Consortia in accordance with the provisions of the RFQ. At the
end of the Qualification Stage, the Authority short-listed Applicants who are
eligible for participation in this second stage of the Bidding Process (the “Bid
Stage”) comprising Request for Proposals.
GOI has issued guidelines (see Appendix-V 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 an Applicant in accordance
with the aforesaid guidelines at any stage of the Bidding Process. Applicants must
satisfy themselves that they are qualified to bid, and should give an undertaking to
this effect in the form at Appendix-I
1.2.2 In the Bid Stage, the aforesaid short-listed Applicants, including their successors,
(the “Bidders”, which expression shall, unless repugnant to the context, include the
Members of the Consortium) are being called upon to submit their financial offers
(the “Bids”) in accordance with the terms specified in the Bidding Documents. The
Bid shall be valid for a period of not less than 120 days from the date specified in
Clause 1.3 for submission of bids (the “Bid Due Date”).
1.2.3 The Bidding Documents include the draft Concession Agreement for the Project
(which is enclosed). The Feasibility Report prepared by the Authority/ consultants
of the Authority the (“Feasibility Report”) is also enclosed. 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 security of Rs. 12.44
Crore (Rupees Twelve Crore and Forty Four Lakh only) (the “Bid Security”),
refundable not later than 60 (sixty) 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 Concession Agreement. The Bidders will have an
option to provide Bid Security in the form of a demand draft or a bank guarantee
acceptable to the Authority, and in such event, the validity period of the demand
draft or bank guarantee, as the case may be, shall not be less than 180 (one
hundred and eighty) days from the Bid Due Date, inclusive of 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. The Bid shall be summarily rejected
if it is not accompanied by the Bid Security.
1.2.5 During the Bid Stage, Bidders are invited to examine the Project in greater detail,
and to carry out, at their cost, such studies as may be required for submitting their
respective Bids for award of the Concession including implementation of the
Project.
1.2.6 Bids are invited for the Project on the basis of the [lowest financial grant (the
“Grant”) required] by a Bidder for implementing the Project. [A Bidder may,
instead of seeking a Grant, offer to pay a premium in the form of revenue share
and/ or upfront payment, as the case may be, (the “Premium”) to the Authority for
award of the Concession]. The concession period is pre-determined, as indicated
in the Concession Agreement. The [Grant/ Premium amount] shall constitute the
sole criteria for evaluation of Bids. Subject to Clause 2.16, the Project will be
awarded to the Bidder quoting the [highest Premium, and in the event that no
Bidder offers a Premium, then to the Bidder seeking the lowest Grant.
In this RFP, the term “Highest Bidder” shall mean the Bidder who is offering the
highest Premium, and where no Bidder is offering a Premium, the Bidder seeking
the lowest Grant.
1.2.7 Generally, the Highest Bidder shall be the Selected Bidder. The remaining Bidders
shall be kept in reserve and may, in accordance with the process specified in
Clause 3 of this RFP, be invited to match the Bid submitted by the Highest Bidder
in case such Highest Bidder withdraws or is not selected for any reason. In the
event that none of the other Bidders match the Bid of the Highest Bidder, the
Authority may, in its discretion, either invite fresh Bids from the remaining
Bidders or annul the Bidding Process.
1.2.8 The Concessionaire shall be entitled to levy and charge a pre-determined user fee
from users of the Project.
1.2.9 Further and other details of the process to be followed at the Bid Stage and the
terms thereof are spelt out in this RFP.
1.2.10 Any queries or request for additional information concerning this RFP shall be
submitted in writing or by fax and e-mail to the officer designated in Clause 2.11.5
below. The envelopes/ communication shall clearly bear the following
identification/ title:
“Queries/Request for Additional Information: RFP for Construction for Six /Eight
Laning of Existing four lane from Vadape to Thane from Km. 539.200 to
Km.563.000 section of NH-3 (New NH- 848) in the state of Maharashtra to be
executed as BOT (Toll) Project on DBFOT Pattern
1.3 Schedule of Bidding Process
The Authority shall endeavour to adhere to the following schedule:
Event Description Date

1. Date of issue of RFP 16.01.2017
06.02.2017
2. Last date for receiving queries
3. Pre-Bid meeting 10.02.2017
4. Authority response to queries 20.02.2017

latest by
5. Last Date of Sale of Tender 01.03.2017
Document
6. Bid Due Date 02.03.2017
7. Opening of Bids On bid due date
8. Letter of Award (LOA) Within 30 days of Bid Due Date

9. Validity of Bids 120 days of Bid Due Date
10. Signing of Concession Within 30 days of Award of LOA
2. INSTRUCTIONS TO BIDDERS
A. GENERAL
2.1. General terms of Bidding
2.1.1 No Bidder shall submit more than one Bid for the Project. A Bidder bidding
individually or as a member of a Consortium shall not be entitled to submit another
bid either individually or as a member of any Consortium, as the case may be.
2.1.2 Unless the context otherwise requires, the terms not defined in this RFP, but
defined in the Request for Qualification document for the Project (the “RFQ”)
shall have the meaning assigned thereto in the RFQ.
2.1.3 The Feasibility Report 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 shall be
binding on the Authority nor confer any right on the Bidders, and the Authority
shall have no liability whatsoever in relation to or arising out of any or all contents
of the Feasibility Report.
2.1.4 Notwithstanding anything to the contrary contained in this RFP, the detailed terms
specified in the draft Concession Agreement shall have overriding effect; provided,
however, that any conditions or obligations imposed on the Bidder hereunder shall
continue to have effect in addition to its obligations under the Concession
Agreement
2.1.5 The Bid should be furnished in the format at Appendix-I, clearly indicating the bid
amount in both figures and words, in Indian Rupees, and signed by the Bidder’s
authorised signatory. In the event of any difference between figures and words, the
amount indicated in words shall be taken into account.
2.1.6 The Bid shall consist of [a Grant or a Premium, as the case may be], to be quoted
by the Bidder. [Grant shall be payable by the Authority to the Concessionaire and
the Premium shall be payable by the Concessionaire to the Authority, as the case
may be], as per the terms and conditions of this RFP and the provisions of the
Concession Agreement.
2.1.7 The Bidder shall deposit a Bid Security of Rs.12.44 Crore (Rupees Twelve Crore
and Forty Four Lakh only) in accordance with the provisions of this RFP. The
Bidder has the option to provide the Bid Security either as a Demand Draft or in the
form of a Bank Guarantee acceptable to the Authority, as per format at Appendix-
II.
2.1.8 The validity period of the Bank Guarantee or Demand Draft, as the case may be,
shall not be less than 180 (one hundred and eighty) days from the Bid Due Date,
inclusive of 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 60 (sixty) 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 Concession Agreement.
2.1.9 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.
2.1.10 In case the Bidder is a Consortium, the Members thereof should furnish a Power of
Attorney in favour of the Lead Member in the format at Appendix-IV.
“In case of a Consortium, the Members should submit a Power of Attorney if favour
of the Lead Member as per the format as Appendix-IV. 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 need not submit Power of
Attorney as per the format at Appendix-III, authorising the signatory of the
Application.”
2.1.11 Any condition or qualification or any other stipulation contained in the Bid shall
render the Bid liable to rejection as a non-responsive Bid.
2.1.12 The Bid and all communications in relation to or concerning the Bidding
Documents and the Bid shall be in English language.
2.1.13 The 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 2.1.13 shall also apply
mutatis mutandis to Bids and all other documents submitted by the Bidders, and the
Authority will not return to the Bidders any Bid, document or any information
provided along therewith.
2.1.14 A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that
affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall
be disqualified. In the event of disqualification, the Authority shall forfeit and
appropriate 5% of the value of the Bid Security or Performance Security, as the
case may be, as mutually agreed genuine pre-estimated compensation and damages
payable to the Authority for, inter alia, the time, cost and effort of the Authority,
including consideration of such Bidder’s proposal, without prejudice to any other
right or remedy that may be available to the Authority hereunder or otherwise.
Without limiting the generality of the above, a Bidder shall be considered to have a
Conflict of Interest that affects the Bidding Process, if:
(i) Such Bidder (or any constituent thereof ) or any other Bidder (or any
constituent thereof) have common controlling shareholders or other ownership
interest; provided that this qualification shall not apply in cases where the
direct or indirect shareholding in a Bidder or a constituent thereof in the other
Bidder(s) (or any of its constituents) is not more than 25% (twenty five
percent) of its paid up and subscribed capital; 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. For the purposes of this Clause 2.1.14, indirect
shareholding held through one or more intermediate persons shall be computed
as follows: (aa) where any intermediary is controlled by a person through
management control or otherwise, the entire shareholding held by such
controlled intermediary in any other person (the “ Subject Person”) shall be
taken into account for computing the shareholding of such controlling person
in the Subject Person; and (bb) subject always to sub-clause (aa) above, where
a person does not exercise control over an intermediary, which has
shareholding in the Subject Person, the computation of indirect shareholding of
such person in the Subject Person shall be undertaken on a proportionate basis;
provided, however, that no such shareholding shall be reckoned under this sub-
clause (bb) if the shareholding of such person in the intermediary is less than
26% of the subscribed and paid up equity shareholding of such intermediary; or
(ii) a constituent of such Bidder is also a constituent of another Bidder; or
(iii) such Bidder, its Member or any Associate thereof receives or has received
any direct or indirect subsidy, grant, concessional loan or subordinated debt
from any other Bidder, its Member or Associate, or has provided any such
subsidy, grant, concessional loan or subordinated debt to any other Bidder,
its Member or any Associate thereof; or
(iv) such Bidder has the same legal representative for purposes of this Bid as any
other Bidder; or
(v) such Bidder, or any Associate thereof, has a relationship with another
Bidder, or any Associate thereof, directly or through common third party/
parties, that puts either or both of them in a position to have access to each
others’ information about, or to influence the Bid of either or each other; or
(vi) such Bidder or any Associate thereof has participated as a consultant to the
Authority in the preparation of any documents, design or technical
specifications of the Project.
Notwithstanding anything stated herein a conflict of interest situation arising at

the pre-qualification stage will be considered to subsist only, as between such
applicants attracting conflict of interest provisions on account of shareholdings,
who submit bids under this document.
Explanation:
In case a Bidder is a Consortium, then the term Bidder as used in this Clause
2.1.14, shall include each Member of such Consortium.
For purposes of this RFP, Associate means, in relation to the Bidder/ Consortium
Member, a person who controls, is controlled by, or is under the common control
with such Bidder/ Consortium Member (the “Associate”). As used in this
definition, the expression “control” means, with respect to a person which is a
company or corporation, the ownership, directly or indirectly, of more than 50%
(fifty per cent) of the voting shares of such person, and with respect to a person
which is not a company or corporation, the power to direct the management and
policies of such person by operation of law.
2.1.15 A Bidder shall be liable for disqualification and forfeiture of Bid Security if any
legal, financial or technical adviser of the Authority in relation to the Project is
engaged by the Bidder, its Members or any Associate thereof, as the case may be,
in any manner for matters related to or incidental to such Project during the
Bidding Process or subsequent to the (i) issue of the 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 there
under 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 RFQ 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.
2.1.16 This RFP is not transferable.
2.1.17 Any award of Concession pursuant to this RFP shall be subject to the terms of
Bidding Documents.
2.1.18 (i) The Bidder, in case it does not have the O&M experience specified in Clause
2.2.3 of the RFQ, by submitting its Bid, shall be deemed to acknowledge and agree
that for a period of at least 5 (five) years from the date of commercial operation of
the Project, it shall enter into an operation & maintenance (O&M) agreement with
an entity having the specified experience, failing which the Concession Agreement
shall be liable to termination.
(ii) The Concessionaire shall engage only such EPC Contractors for execution of
the work who have experience of atleast one single completed highway work of
value of atleast 20% of the Estimated Project Cost in the preceding 5 years. An
undertaking to this effect shall be provided by the Concessionaire along with the
EPC Project Agreement Document.
2.2 Change in composition of the Consortium
2.2.1 Where the Bidder is a Consortium, change in composition of the Consortium may
be permitted by the Authority during the Bid Stage, only where:
(a) the Lead Member continues to be the Lead Member of the Consortium;
(b) the substitute is at least equal, in terms of Technical Capacity or

Financial Capacity, to the Consortium Member who is sought to be
substituted and the modified Consortium shall continue to meet the pre-
qualification and short-listing criteria for Applicants; and
(c) the new Member(s) expressly adopt(s) the Application already made on
behalf of the Consortium as if it were a party to it originally, and is not an
Applicant Member/ Associate of any other Consortium bidding for this
Project.
2.2.2 Approval for change in the composition of a Consortium shall be at the sole
discretion of the Authority and must be approved by the Authority in writing. The
Bidder must submit its application for change in composition of the Consortium no
later than 15 (fifteen) days prior to the Bid Due Date.
2.2.3 The modified/ reconstituted Consortium shall submit a revised Jt. Bidding
Agreement and a Power of Attorney, substantially in the form at Appendix-IV,
prior to the Bid Due Date.
2.3 Change in Ownership
2.3.1 By submitting the Bid, the Bidder acknowledges that it was pre-qualified and short-
listed on the basis of Technical Capacity and Financial Capacity of those of its
Consortium Members who shall, until the 2nd (second) anniversary of the date of
commercial operation of the Project, hold equity share capital representing not less
than: (i) 26% (twenty six per cent) of the subscribed and paid-up equity of the
Concessionaire; and (ii) 5% (five per cent) of the Total Project Cost specified in the
Concession Agreement. The Bidder further acknowledges and agrees that the
aforesaid obligation shall be the minimum, and shall be in addition to such other
obligations as may be contained in the Concession Agreement, and a breach hereof
shall, notwithstanding anything to the contrary contained in the Concession
Agreement, be deemed to be a breach of the Concession Agreement and dealt with as
such thereunder. For the avoidance of doubt, the provisions of this Clause 2.3.1 shall
apply only when the Bidder is a Consortium.
2.3.2 By submitting the Bid, the Bidder shall also be deemed to have acknowledged and
agreed that in the event of a change in control of a Consortium Member or an
Associate whose Technical Capacity and/ or Financial Capacity was taken into
consideration for the purposes of short-listing and pre-qualification under and in

accordance with the RFQ, the Bidder shall be deemed to have knowledge of the same
and shall be required to inform the Authority forthwith along with all relevant
particulars about the same and the Authority may, in its sole discretion, disqualify the
Bidder or withdraw the LOA from the Selected Bidder, as the case may be. In the
event such change in control occurs after signing of the Concession Agreement but
prior to Financial Close of the Project, it would, notwithstanding anything to the
contrary contained in the Concession Agreement, be deemed to be a breach of the
Concession Agreement, and the same shall be liable to be terminated without the
Authority being liable in any manner whatsoever to the Concessionaire. In such an
event, notwithstanding anything to the contrary contained in the Concession
Agreement, the Authority shall be entitled to forfeit and appropriate the Bid Security
or Performance Security, as the case may be, as mutually agreed genuine pre-
estimated compensation and damages payable to the Authority for, inter alia, the time,
cost and effort of the Authority, 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.
2.4 Cost of Bidding
The Bidders shall be responsible for all of the costs associated with the preparation of
their Bids and their participation in the Bidding Process. The Authority will not be
responsible or in any way liable for such costs, regardless of the conduct or outcome of
the Bidding Process.
2.5 Site visit and verification of information
2.5.1 Bidders are encouraged to submit their respective Bids after visiting the Project site
and ascertaining for themselves the site conditions, traffic, location, surroundings,
climate, availability of power, water and other utilities for construction, access to site,
handling and storage of materials, weather data, applicable laws and regulations, and
any other matter considered relevant by them.
2.5.2 It shall be deemed that by submitting a Bid, the Bidder has:
(a) made a complete and careful examination of the Bidding Documents;
(b) received all relevant information requested from the Authority;
(c) accepted the risk of inadequacy, error or mistake in the information

provided in the Bidding Documents or furnished by or on behalf of the
Authority relating to any of the matters referred to in Clause 2.5.1 above;
(d) satisfied itself about all matters, things and information including matters
referred to in Clause 2.5.1 hereinabove necessary and required for
submitting an informed Bid, execution of the Project in accordance with the
Bidding Documents and performance of all of its obligations thereunder;
(e) acknowledged and agreed that inadequacy, lack of completeness or

incorrectness of information provided in the Bidding Documents or
ignorance of any of the matters referred to in Clause 2.5.1 hereinabove shall
not be a basis for any claim for compensation, damages, extension of time
for performance of its obligations, loss of profits etc. from the Authority, or
a ground for termination of the Concession Agreement by the
Concessionaire
(f) acknowledged that it does not have a Conflict of Interest; and
(g) agreed to be bound by the undertakings provided by it under and in terms

hereof.
2.5.3 The Authority shall not be liable for any omission, mistake or error in respect of
any of the above or on account of any matter or thing arising out of or concerning
or relating to RFP, RFQ, the Bidding Documents or the Bidding Process, including
any error or mistake therein or in any information or data given by the Authority.
2.6 Verification and Disqualification
2.6.1 The Authority reserves the right to verify all statements, information and
documents submitted by the Bidder in response to the RFQ, the RFP or the
Bidding Documents and the Bidder shall, when so required by the Authority, make
available all such information, evidence and documents as may be necessary for
such verification. Any such verification or lack of such verification, by the
Authority shall not relieve the Bidder of its obligations or liabilities hereunder nor
will it affect any rights of the Authority thereunder.
2.6.2 The Authority reserves the right to reject any Bid and appropriate 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 may be disqualified/ rejected. If such disqualification / rejection occurs
after the Bids have been opened and the Highest Bidder gets disqualified / rejected,
then the Authority reserves the right to:
(i) invite the remaining Bidders to submit their Bids in accordance with
Clauses 3.3.3 and 3.3.4; or
(ii) take any such measure as may be deemed fit in the sole discretion of
the Authority, including annulment of the Bidding Process.

2.6.3 In case it is found during the evaluation or at any time before signing of the
Concession Agreement or after its execution and during the period of subsistence
thereof, including the Concession thereby granted by the Authority, that one or more
of the pre-qualification conditions have not been met by the Bidder, or the Bidder
has made material misrepresentation or has given any materially incorrect or false
information, the Bidder shall be disqualified forthwith if 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 the LOA or 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 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 mutually agreed genuine pre-estimated
compensation and damages payable to the Authority for, inter alia, the time, cost and
effort of the Authority, 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.
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
I. Letter comprising the 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. Guidelines of the Department of Disinvestment
2.7.2 The draft Concession Agreement 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 1.2.10. They should send in their queries
on or 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 sent 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, in its sole discretion, extend the Bid Due
Date.
C. PREPARATION AND SUBMISSION OF BIDS
2.10 Format and Signing of Bid

2.10.1 The Bidder shall provide all the information sought under this RFP. The Authority
will evaluate only those Bids that are received in the required formats and complete in
all respects.
2.10.2 The Bid and its copy shall be typed or written in indelible ink and signed by the
authorized signatory of the Bidder who shall also initial each page, in blue ink. In case
of printed and published documents, only the cover shall be initialed. All the
alterations, omissions, additions or any other amendments made to the Bid shall be
initialed by the person(s) signing the Bid.
2.11 Sealing and Marking of Bids
2.11.1 The Bidder shall submit the Bid in the format specified at Appendix-I, and seal it in
an envelope and mark the envelope as “BID”.
2.11.2 The documents accompanying the Bid shall be placed in a separate envelope and
marked as “Enclosures of the Bid”. The documents shall include:
(a) Bid Security in the format at Appendix-II;
(b) Power of Attorney for signing of Bid in the format at Appendix-III;
(c) If applicable, the Power of Attorney for Lead Member of Consortium in the
format at Appendix-IV; and
(d) A copy of the Concession Agreement with each page initialed by the person
signing the Bid in pursuance of the Power of Attorney referred to in sub-clause
(b) hereinabove.
2.11.3 A true copy of the documents accompanying the Bid, as specified in Clause 2.11.2
above, shall be bound together in hard cover and the pages shall be numbered serially.
Each page thereof shall be initialed in blue ink by the authorised signatory of the
Bidder. This copy of the documents shall be placed in a separate envelope and marked
“Copy of Documents”.
2.11.4 The three envelopes specified in Clauses 2.11.1, 2.11.2 and 2.11.3 shall be placed in
an outer envelope, which shall be sealed. Each of the four envelopes shall clearly bear
the following identification:
“Bid for the “Construction for Six /Eight Laning of Existing four lane from Vadape to Thane
from Km. 539.200 to Km.563.000 section of NH-3 (New NH- 848) in the state of Maharashtra
to be executed as BOT (Toll) Project on DBFOT Pattern” and shall clearly indicate the name
and address of the Bidder. In addition, the Bid Due Date should be indicated on the right hand
top corner of each of the envelopes.
2.11.5 Each of the envelopes shall be addressed to:
ATTN. OF: Ashish Asati
DESIGNATION General Manager (Technical)
ADDRESS National Highways Authority of India

G5 & G6, Sector 10 Dwarka, New Delhi 110075
Phone No.: +91-11 25074100(Extn 1102)
E-MAIL ADDRESS: ashishasati@nhai.org
2.11.6 If the envelopes are not sealed and marked as instructed above, the Authority assumes
no responsibility for the misplacement or premature opening of the contents of the Bid
submitted and consequent losses, if any, suffered by the Bidder.
2.11.7 Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall be
rejected.
2.12 Bid Due Date
2.12.1 Bids should be submitted before 1100 hours IST on the Bid Due Date at the address
provided in Clause 2.11.5 in the manner and form as detailed in this RFP. A receipt
thereof should be obtained from the person specified at Clause 2.11.5.
2.12.2 The Authority may, in its sole discretion, extend the Bid Due Date by issuing an
Addendum in accordance with Clause 2.9 uniformly for all Bidders.
2.13 Late Bids
Bids received by the Authority after the specified time on the Bid Due Date shall not
be eligible for consideration and shall be summarily rejected.
2.14 Contents of the Bid
2.14.1 The Bid shall be furnished in the format at Appendix-I and shall consist of a Grant or
Premium, as the case may be, to be quoted by the Bidder. The Bidder shall specify (in
Indian Rupees) the Grant or Premium, as the case may be, required by him or offered
by him, as the case may be, to undertake the Project in accordance with this RFP and
the provisions of the Concession Agreement.
2.14.2 Generally, the Project will be awarded to the Highest Bidder.
2.14.3 The opening of Bids and acceptance thereof shall be substantially in accordance with
this RFP.
2.14.4 The proposed Concession Agreement shall be deemed to be part of the Bid.
2.15 Modifications/ Substitution/ Withdrawal of Bids
2.15.1 The Bidder may modify, substitute or withdraw its Bid after submission, provided that
written notice of the modification, substitution or withdrawal is received by the
Authority prior to the Bid Due Date. No Bid shall be modified, substituted or
withdrawn by the Bidder on or after the Bid Due Date.
2.15.2 The modification, substitution or withdrawal notice shall be prepared, sealed, marked,
and delivered in accordance with Clause 2.11, with the envelopes being additionally
marked “MODIFICATION”, “SUBSTITUTION” or “WITHDRAWAL”, as
appropriate.
2.15.3 Any alteration/ modification in the Bid or additional information supplied subsequent
to the Bid Due Date, unless the same has been expressly sought for by the Authority,
shall be disregarded.
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 therefore. In the event that the Authority rejects or annuls all the
Bids, it may, in its discretion, invite all eligible Bidders to submit fresh Bids
hereunder.
2.16.2 The Authority reserves the right not to proceed with the Bidding Process at any time,
without notice or liability, and to reject any Bid without assigning any reasons.
2.17 Validity of Bids
The Bids shall be valid for a period of not less than 120 (one hundred and twenty) days
from the Bid Due Date. The validity of Bids may be extended by mutual consent of the
respective Bidders and the Authority.
2.18 Confidentiality
Information relating to the examination, clarification, evaluation and recommendation

for the Bidders shall not be disclosed to any person who is not officially concerned
with the process or is not a retained professional advisor advising the Authority in
relation to, or matters arising out of, or concerning the Bidding Process. The Authority
will treat all information, submitted as part of the Bid, in confidence and will require
all those who have access to such material to treat the same in confidence. The
Authority may not divulge any such information unless it is directed to do so by any
statutory entity that has the power under law to require its disclosure or is to enforce or
assert any right or privilege of the statutory entity and/ or the Authority or as may be
required by law or in connection with any legal process.
2.19 Correspondence with the Bidder
Save and except as provided in this RFP, the Authority shall not entertain any
correspondence with any Bidder in relation to acceptance or rejection of any Bid.
D. BID SECURITY
2.20 Bid Security
2.20.1 The Bidder shall furnish as part of its Bid, a Bid Security referred to in Clauses 2.1.7
and 2.1.8 hereinabove in the form of a bank guarantee issued by a 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 180 (one hundred eighty)
days from the Bid Due Date, inclusive of 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 is issued by a foreign bank outside India,
confirmation of the same by any nationalised bank in India is required. For the
avoidance of doubt, Scheduled Bank shall mean a bank as defined under Section 2(e)
of the Reserve Bank of India Act, 1934.
2.20.2 Bid Security can also be in the form of a demand draft issued by a Scheduled Bank in
India, drawn in favour of the National Highways Authority of India and payable at
New Delhi (the “Demand Draft”). The Authority shall not be liable to pay any interest
on the Bid Security deposit so made and the same shall be interest free.
2.20.3 Any Bid not accompanied by the Bid Security shall be summarily rejected by the
Authority as non-responsive.
2.20.4 Save and except as provided in Clauses 1.2.4 and 1.2.5 above, the Bid Security of
unsuccessful Bidders will be returned by the Authority, without any interest, as
promptly as possible on acceptance of the Bid of the Selected Bidder or when the
Bidding process is cancelled by the Authority, and in any case within 60 (sixty) days
from the Bid Due Date. Where Bid Security has been paid by deposit, 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 mutually
agreed genuine pre-estimated compensation and damages payable to the Authority for,
inter alia, the time, cost and effort of the Authority 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 and appropriated by the Authority as mutually
agreed genuine pre-estimated compensation and damages payable to the Authority for,
inter alia, time, cost and effort of the Authority without prejudice to any other right or
remedy that may be available to the Authority hereunder or otherwise, under the
following conditions:
(a) If a Bidder submits a non-responsive Bid;
Subject however that in the event of encashment of bid security occurring due
to operation of para 2.20.7 (a), the damage so claimed by the Authority shall be
restricted to 5% of the value of the Bid security.
(b) If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice,

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

therefore in the Concession Agreement; or
(e) In case the Selected Bidder, having signed the Concession Agreement,
commits any breach thereof prior to furnishing the Performance Security.
3. EVALUATION OF BIDS
3.1 Opening and Evaluation of Bids
3.1.1 The Authority shall open the Bids at 1130 hours on the Bid Due Date, at the place
specified in Clause 2.11.5 and in the presence of the Bidders who choose to attend.
3.1.2 The Authority will subsequently examine and evaluate the Bids in accordance with the
provisions set out in this Section 3.
3.1.3 To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek
clarifications in writing from any Bidder regarding its Bid.
3.2 Tests of responsiveness
3.2.1 Prior to evaluation of Bids, the Authority shall determine whether each Bid is
responsive to the requirements of this RFP. A Bid shall be considered responsive only
if:
(a) it is received as per the format at Appendix-I;
(b) it is received by the Bid Due Date including any extension thereof pursuant to
Clause 2.12.2;
(c) it is signed, sealed, bound together in hard cover and marked as stipulated in
Clauses
2.10 and 2.11;
(d) it is accompanied by the Bid Security as specified in Clause 2.1.7;
(e) it is accompanied by the Power(s) of Attorney as specified in Clauses 2.1.9 and

2.1.10, as the case may be;
(f) it contains all the information (complete in all respects) as requested in this RFP
and/or Bidding Documents (in formats same as those specified);
(g) it does not contain any condition or qualification; and
(h) it is not non-responsive in terms hereof.
3.2.2 The Authority reserves the right to reject any Bid which is non-responsive and no
request for alteration, modification, substitution or withdrawal shall be entertained by
the Authority in respect of such Bid.
3.3 Selection of Bidder
3.3.1 Subject to the provisions of Clause 2.16.1, the Bidder whose Bid is adjudged as
responsive in terms of Clause 3.2.1 and who quotes the highest Premium offered to the
Authority, and in the event that no Bidder offers a Premium, then the Bidder quoting.
The lowest Grant to be paid by the Authority shall be declared as the selected Bidder
(the “Selected Bidder”). In the event that the Authority rejects or annuls all the Bids,
it may, in its discretion, invite all eligible Bidders to submit fresh Bids hereunder.
3.3.2 In the event that two or more Bidders quote the same amount of Premium or Grant, as
the case may be (the “Tie Bidders”), the Authority shall identify the Selected Bidder
by draw of lots, which shall be conducted, with prior notice, in the presence of the Tie
Bidders who choose to attend.
3.3.3 In the event that the Highest Bidder withdraws or is not selected for any reason in the
first instance (the “first round of bidding”), the Authority may invite all the remaining
Bidders to revalidate or extend their respective Bid Security, as necessary,
and match the Bid of the aforesaid Highest Bidder (the “second round of bidding”). If
in the second round of bidding, only one Bidder matches the Highest Bidder, it shall
be the Selected Bidder. If two or more Bidders match the said Highest Bidder in the
second round of bidding, then the Bidder whose Bid was higher as compared to other
Bidder(s) in the first round of bidding shall be the Selected Bidder. For example, if the
third and fifth highest Bidders in the first round of bidding offer to match the said
Highest Bidder in the second round of bidding, the said third highest Bidder shall be
the Selected Bidder.
3.3.4 In the event that no Bidder offers to match the Highest Bidder in the second round of
bidding as specified in Clause 3.3.3, the Authority may, in its discretion, invite fresh
Bids (the “third round of bidding”) from all Bidders except the Highest Bidder of the
first round of bidding, or annul the Bidding Process, as the case may be. In case the
Bidders are invited in the third round of bidding to revalidate or extend their Bid
Security, as necessary, and offer fresh Bids, they shall be eligible for submission of
fresh Bids provided, however, that in such third round of bidding only such Bids shall
be eligible for consideration which are higher than the Bid of the second highest
Bidder in the first round of bidding.
3.3.5 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 mutually agreed genuine pre-estimated compensation and damages
payable to the Authority for, inter alia, time, cost and effort of the Authority on
account of failure of the Selected Bidder to acknowledge the LOA, and the next
eligible Bidder may be considered.
3.3.6 After acknowledgement of the LOA as aforesaid by the Selected Bidder, it shall cause
the Concessionaire to execute the Concession 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 Concession Agreement.
3.4 Contacts during Bid Evaluation
Bids shall be deemed to be under consideration immediately after they are opened and
until such time the Authority makes official intimation of award/ rejection to the
Bidders. While the Bids are under consideration, Bidders and/ or their 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.
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 Concession Agreement. Notwithstanding
anything to the contrary contained herein, or in the LOA or the Concession
Agreement, the Authority may reject a Bid, withdraw the LOA, or terminate the
Concession Agreement, as the case may be, without being liable in any manner
whatsoever to the Bidder or Concessionaire, as the case may be, if it determines that
the Bidder or Concessionaire, as the case may be, has, directly or indirectly or through
an agent, engaged in corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice in the Bidding Process. In such an event, the
Authority shall be entitled to forfeit and appropriate the Bid Security or Performance
Security, as the case may be, as mutually agreed genuine pre-estimated compensation
and damages payable to the Authority for, inter alia, time, cost and effort of the
Authority, 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.
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 Concession
Agreement, or otherwise if a Bidder or Concessionaire, as the case may be, is found by
the Authority to have directly or indirectly or through an agent, engaged or indulged in
any corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice during the Bidding Process, or after the issue of the LOA or the
execution of the Concession Agreement, such Bidder or Concessionaire shall not be
eligible to participate in any tender or RFP issued by the Authority during a period of 2
(two) years from the date such Bidder or Concessionaire, as the case may be, is found
by the Authority to have directly or indirectly or through an agent, engaged or
indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable
practice or restrictive practices, as the case may be.
4.3 For the purposes of this Clause 4, the following terms shall have the meaning
hereinafter respectively assigned to them:
(a)“corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence the actions of any person connected with
the Bidding Process (for avoidance of doubt, offering of employment to or employing
or engaging in any manner whatsoever, directly or indirectly, any official of the
Authority who is or has been associated in any manner, directly or indirectly, with the
Bidding Process or the LOA or has dealt with matters concerning the Concession
Agreement or arising there from, before or after the execution thereof, at any time
prior to the expiry of one year from the date such official resigns or retires from or
otherwise ceases to be in the service of the Authority, shall be deemed to constitute
influencing the actions of a person connected with the Bidding Process); or (ii) save
and except as permitted under the Clause 2.1.15 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 Concession Agreement, as the case may be, any person in respect
of any matter relating to the Project or the LOA or the Concession Agreement, who at
any time has been or is a legal, financial or technical adviser of the Authority in
relation to any matter concerning the Project;
(b) “fraudulent practice” means a misrepresentation or omission of facts or

suppression of facts or disclosure of incomplete facts, in order to influence the
Bidding Process;
(c) “coercive practice” means impairing or harming, or threatening to impair or

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

arrangement among Bidders with the objective of restricting or manipulating a
full and fair competition in the Bidding Process.
5. PRE-BID CONFERENCE
5.1 Pre-Bid conferences of the Bidders shall be convened at the designated date, time and
place. Only those persons who have purchased the RFP document shall be allowed to
participate in the Pre-Bid Conferences. A maximum of five representatives of each
Bidder shall be allowed to participate on production of authority letter from the
Bidder.
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.
6. MISCELLANEOUS
6.1 The Bidding Process shall be governed by, and construed in accordance with, the
laws of India and the Courts at New Delhi shall have exclusive jurisdiction over all
disputes arising under, pursuant to and/ or in connection with the Bidding Process.
6.2 The Authority, in its sole discretion and without incurring any obligation or
liability, reserves the right, at any time, to;
(a) suspend and/ or cancel the Bidding Process and/ or amend and/ or
supplement the Bidding Process or modify the dates or other terms and
conditions relating thereto;
(b) consult with any Bidder in order to receive clarification or further

information;
(c) retain any information and/ or evidence submitted to the Authority by, on
behalf of, and/ or in relation to any Bidder; and/ or
(d) independently verify, disqualify, reject and/ or accept any and all
submissions or other information and/ or evidence submitted by or on
behalf of any Bidder.
6.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases the
Authority, its employees, agents and advisers, irrevocably, unconditionally, fully and
finally from any and all liability for claims, losses, damages, costs, expenses or
liabilities in any way related to or arising from the exercise of any rights and/ or
performance of any obligations hereunder, pursuant hereto and/ or in connection with
the Bidding Process and waives, to the fullest extent permitted by applicable laws, any
and all rights and/or claims it may have in this respect, whether actual or contingent,
whether present or in future.
6.4 The Bidding Documents and RFQ are to be taken as mutually explanatory and, unless
otherwise expressly provided elsewhere in this RFP, in the event of any conflict
between them the priority shall be in the following order:
(a) the Bidding Documents;
(b) the RFQ.
i.e. the Bidding Documents at (a) above shall prevail over the RFQ at (b) above.
APPENDICES
APPENDIX-I
LETTER COMPRISING THE BID
(Refer Clauses 2.1.5 and 2.14)
Dated:
Mr Ashish Asati
General Manager (Technical)
National Highways Authority of India
G5 &G6, Sector 10, Dwarka New Delhi 110075
Sub:- Bid for “Construction for Six /Eight Laning of Existing four lane from Vadape to Thane
from Km. 539.200 to Km.563.000 section of NH-3 (New NH- 848) in the state of Maharashtra
to be executed as BOT (Toll) Project on DBFOT Pattern” .
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 therein is 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. This statement is made for the express purpose of our selection as 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
reasons or otherwise and hereby waive, to the fullest extent permitted by applicable
law, our right to challenge the same on any account whatsoever.
6. I/We certify that in the last three years, we/any of the Consortium Members£ or
our/their Associates have neither failed to perform on any contract, as evidenced by
imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement
or arbitration award, nor been expelled from any project or contract by any public
authority nor have had any contract terminated by any public authority for breach on
our part.
$
All blank spaces shall be suitably filled up by the Applicant to reflect the particulars relating
to such Applicant.
£
If the Bidder is not a Consortium, the provisions applicable to Consortium may be omitted.
7. I/We declare that:
(a) I/We have examined and have no reservations to the Bidding Documents,
including any Addendum issued by the Authority; and
(b) I/We do not have any conflict of interest in accordance with Clauses 2.1.14 and
2.1.15 of the RFP document; and
(c) I/We have not directly or indirectly or through an agent engaged or indulged in
any corrupt practice, fraudulent practice, coercive practice, undesirable practice
or restrictive practice, as defined in Clause 4.3 of the RFP document, in respect
of any tender or request for proposal issued by or any agreement entered into
with the Authority or any other public sector enterprise or any government.
Central or State; and
(d) I/We hereby certify that we have taken steps to ensure that in conformity with
the provisions of Section 4 of the RFP, no person acting for us or on our behalf
has engaged or will engage in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice; and
(e) the undertakings given by us along with the Application in response to the
RFQ for the Project were true and correct as on the date of making the
Application and are also true and correct as on the Bid Due Date and I/We shall
continue to abide by them.
8. I /We understand that you may cancel the Bidding Process at any time and that you are
neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid
for the Project, without incurring any liability to the Bidders, in accordance with
Clause 2.16 of the RFP document.
9. I/We believe that we/our Consortium satisfy(s) the Net Worth criteria and meet(s) the
requirements as specified in the RFQ 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 the 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 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 or against our Associates or against our CEO or any of our
directors/managers/employees.
14. I/We further certify that we are not disqualified in terms of the additional criteria
specified by the Department of Disinvestment in their OM No. 6/42001-DD-II dated
July 13, 2001, a copy of which forms part of the RFP at Appendix-V 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
guidelines referred to above, we shall intimate the Authority of the same immediately.
16. I/We acknowledge and undertake that our Consortium was pre-qualified and short-
listed on the basis of Technical Capacity and Financial Capacity of those of its
Members who shall, for a period of 2(two) years 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 Concessionaire; and (ii) 5% (five per
cent) 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 Associates
whose Technical Capacity and/or Financial Capacity was taken into consideration for
the purposes of short-listing and pre-qualification under and in accordance with the
RFQ. I/We shall inform the Authority forthwith along with all relevant particulars and
the Authority may, in its sole discretion, disqualify our Consortium or withdraw the
Letter of Award, as the case may be. I/We further acknowledge and agree that in the
event such change in control occurs after signing of the Concession Agreement but
prior to Financial Close of the Project, it would, notwithstanding anything to the
contrary contained in the Agreement, be deemed a breach of 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 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. 12.44 Crore (Rupees Twelve Crore and Forty Four
Lakh only) to the Authority in accordance with the RFP Document.
23. The Bid Security in the form of a Demand Draft/ Bank Guarantee (strike out
whichever is not applicable) is attached.
24. The documents accompanying the Bid, as specified in Clause 2.11.2 of the RFP, have
been submitted in a separate envelope and marked as “Enclosures of the Bid”.
25. I/We agree 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.
26. The Premium /Grant 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 cost and traffic 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 shall keep this offer valid for 120 (one hundred and twenty) days from the Bid
Due Date specified in the RFP.
30. The EPC contractor/s who would be executing the EPC works of the Project are
__________, __________, _________ and it is confirmed that these contractors meet
the minimum criterion set out in our RFQ for this project.
It is irrevocably agreed that the value of any contract for EPC works awarded shall not
be less than 20% of the TPC or Rs. 500 cr. whichever is less.
It is also agreed that any change in the name(s) of EPC contractor(s) would be with
prior consent of NHAI. We agree that NHAI shall granted such permission only and
only if the substitute proposed is of the required technical capability as applicable.
31. I/We hereby submit our Bid and offer a Premium in the form of Rs. ………..(in
words) out of the gross revenues of the Project as share of the Authority/require a
Grant of Rs………… (Rupees…………………………………..only) (Strike out
whichever is not applicable) for undertaking the aforesaid Project in accordance with
the Bidding Documents and the Concession Agreement.
In witness thereof, I/We submit this Bid under and in accordance with the terms of the
RFP document.
Yours faithfully
Date: (Signature, name and designation of the Authority signatory)
Place: Name and seal of Bidders/Lead Member
Note:- Paragraphs in curly parenthesis may be omitted by the Bidder, if not applicable to it, or
modified as necessary to reflect Bidders-specific particulars.
APPENDIX-II
Bank Guarantee for Bid Security
(Refer Clauses 2.1.7 and 2.20.1)
B.G. No. Dated:
1. In consideration of you, National Highways Authority of India, having its office at

G5 & G6 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 the Companies Act, 1956) and
having its registered office at ……………………… (and acting on behalf of its
Consortium) (hereinafter referred to as the “Bidder” which expression shall unless
it be repugnant to the subject or context thereof include its/their executors,
administrators, successors and assigns), for the Construction for Six /Eight Laning of
Existing four lane from Vadape to Thane from Km. 539.200 to Km.563.000 section of
NH-3 (New NH- 848) in the state of Maharashtra to be executed as BOT (Toll) Project
on DBFOT Pattern (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 2.1.7 read with Clause 2.1.8 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. 12.44 Crore (Rupees Twelve Crore and Forty Four Lakh Only)
(hereinafter referred to as the “Guarantee”) as our primary obligation without any
demur, reservation, recourse, contest or protest and without reference to the Bidder if
the Bidder shall fail to fulfil or comply with all or any of the terms and
conditions contained in the said Bidding Documents.
2. Any such written demand made by the Authority stating that the Bidder is in
default of the due and faithful fulfilment and compliance with the terms and conditions
contained in the Bidding Documents shall be final, conclusive and binding on the
Bank.
3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and
payable under this Guarantee without any demur, reservation, recourse, contest or
protest and without any reference to the Bidder or any other person and
irrespective of whether the claim of the Authority is disputed by the Bidder or not,
merely on the first demand from the Authority stating that the amount claimed is
due to the Authority by reason of failure of the Bidder to fulfil and comply with
the terms and conditions contained in the Bidding Documents including failure of the
said Bidder to keep its Bid open during the Bid validity period as setforth in the
said Bidding Documents for any reason whatsoever. Any such demand made on
the Bank shall be conclusive as regards amount due and payable by the Bank under
this Guarantee. However, our liability under this Guarantee shall be restricted to an
amount not exceeding Rs. 12.44 Crore (Rupees Twelve Crore and Forty Four Lakh
Only).
4. This Guarantee shall be irrevocable and remain in full force for a period of 180
(one hundred and eighty) days from the Bid Due Date inclusive of a claim period of
60 (sixty) days or for such extended period as may be mutually agreed between
the 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 fulfilment and compliance with all or any of the terms and conditions
contained in the said Bidding Documents by the said Bidder or to postpone for any
time and from time to time any of the powers exercisable by it against the said
Bidder and either to enforce or forbear from enforcing any of the terms and
conditions contained in the said Bidding Documents or the securities available to the
Authority, and the Bank shall not be released from its liability under these presents by
any exercise by the Authority of the liberty with reference to the matters aforesaid
or by reason of time being given to the said Bidder or any other forbearance, act or
omission on the part of the Authority or any indulgence by the Authority to the
said Bidder or by any change in the constitution of the Authority or its absorption,
merger or amalgamation with any other person or any other matter or thing
whatsoever which under the law relating to sureties would but for this provision have
the effect of releasing the Bank from its such liability.
8. Any notice by way of request, demand or otherwise hereunder shall be sufficiently
given or made if addressed to the Bank and sent by courier or by registered mail to
the Bank at the address set forth herein.
9. We undertake to make the payment on receipt of your notice of claim on us

addressed to name of Bank along with branch address and delivered at our above
branch which 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. 12.44 Crore (Rupees Twelve Crore and Forty Four Lakh Only). The
Bank shall be liable to pay the said amount or any part thereof only if the
Authority serves a written claim on the Bank in accordance with paragraph 9
hereof, on or before *** (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
therof 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.
Signed and Delivered by ………………………. Bank
By the hand of Mr./Ms. …………………….., its ………………….. and authorised

official.
(Signature of the Authorised Signatory)
(Official Seal)
APPENDIX-III
Power of Attorney for signing of Bid
(Refer Clause 2.1.9)
Know all men by these presents, We, …………………………… (name of the firm and
address of the registered office) do hereby irrevocably constitute, nominate, appoint and
authorise Mr. / Ms (Name), son/daughter/wife of ……………………………… and presently
residing at ………………………………….., who is presently employed with us/ the Lead
Member of our Consortium and holding the position of ………………………….., as our true
and lawful attorney (hereinafter referred to as the “Attorney”) to do in our name and on our
behalf, all such acts, deeds and things as are necessary or required in connection with or
incidental to submission of our bid for the Construction for Six /Eight Laning of Existing four
lane from Vadape to Thane from Km. 539.200 to Km.563.000 section of NH-3 (New NH-
848) in the state of Maharashtra to be executed as BOT (Toll) Project on DBFOT Pattern on
DBFOT Pattern Project proposed or being developed by the National Highways Authority of
India (the “Authority”) including but not limited to signing and submission of all applications,
bids and other documents and writings, participate in bidders ’ and other conferences and
providing information / responses to the Authority, representing us in all matters before the
Authority, signing and execution of all contracts including the Concession Agreement and
undertakings consequent to acceptance of our bid, and generally dealing with the Authority in
all matters in connection with or relating to or arising out of our bid for the said Project and/or
upon award thereof to us and/or till the entering into of the Concession Agreement with the
Authority.
AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds
and things done or caused to be done by our said Attorney pursuant to and in exercise of the
powers conferred by this Power of Attorney and that all acts, deeds and things done by our
said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to
have been done by us.
IN WITNESS WHEREOF WE, ………………………….., THE ABOVE NAMED

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

address) of person authorized by Board
Resolution (in case of
Firms/Company)/Partner in case of
Partnership Firms
Witnesses:
1.
2.
Accepted
……………………………
(Signature)
(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_______________
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
legalized by the Indian Embassy if it carries a conforming Appostille certificate.
APPENDIX-IV
Power of Attorney for Lead Member of Consortium
Whereas the National Highways Authority of India (the “Authority”) has invited bids from
pre-qualified and short-listed parties for the Construction for Six /Eight Laning of Existing
four lane from Vadape to Thane from Km. 539.200 to Km.563.000 section of NH-3 (New
NH- 848) in the state of Maharashtra to be executed as BOT (Toll) Project on DBFOT
Pattern (the “Project”).
Whereas, ………………….. , ……………………….. and ……………………….

(collectively the “Consortium”) being Members of the Consortium are interested in bidding
for the Project in accordance with the terms and conditions of the Request for Proposal and
other connected documents in respect of the Project, and
Whereas, it is necessary for the Members of the Consortium to designate one of them as the
Lead Member with all necessary power and authority to do for and on behalf of the
Consortium, all acts, deeds and things as may be necessary in connection with the
Consortium’s bid for the Project and its execution.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS
We, ……………… having our registered office at …………………, M/s.

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

EXECUTED THIS POWER OF ATTORNEY ON THIS ……………… DAY OF…………..,
20……..
For ……………………... (Signature, Name &

Title)
For …………................... (Signature, Name & Title)
For ……………………… (Signature, Name &

Title)
(Executants) (To be executed by all the

Members of the Consortium)
Witnesses:
1.
2.
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
legalized by the Indian Embassy if it carries a conforming Appostille certificate.
.APPENDIX-V
Guidelines of the Department of Disinvestment
No.6/4/2001-DD-II
Government of India
Department of Disinvestment
Block 14, CGO Complex

New Delhi
Dated 13th July, 2001
OFFICE MEMORANDUM
Sub: Guidelines for qualification of Bidders seeking to acquire stakes in Public Sector
Enterprises through the process of disinvestment.
Government has examined the issue of framing comprehensive and transparent

guidelines defining the criteria for bidders interested in PSE-disinvestment so that the parties
selected through competitive bidding could inspire public confidence. Earlier, criteria like net
worth, experience etc, used to be prescribed. Based on experience and in consultation with
concerned departments. Government has decided to prescribe the following additional criteria
for the qualification/disqualification of the parties seeking to acquire stakes in public sector
enterprises through disinvestment:
(a) In regard to matters other than the security and integrity of the country, any conviction
by a Court of Law or indictment/adverse order by a regulatory authority that casts a
doubt on the ability of the bidder to manage the public sector unit when it is
disinvested, or which relates to a grave offence would constitute disqualification.
Grave offence is defined to be of such a nature that it outrages the moral sense of the
community. The decision in regard to the nature of the offence would be taken on case
to case basis after considering the facts of the case and relevant legal principles, by the
Government of India.
(b) In regard to matters relating to the security and integrity of the country, any charge-
sheet by 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.
(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

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National Highways Authority of India Request For Proposal – Bid Documents

Volume I: Instructions To Bidders

National Highways Authority of India

INTERNATIONAL COMPETITIVE BIDDING (ICB)

REQUEST FOR PROPOSAL (RFP)

Construction for Six /Eight Laning of Existing four lane from

REQUEST FOR PROPOSAL (RFP)

INSTRUCTIONS TO BIDDERS (ITB)

S. No. Contents Page No.

2.1 General terms of Bidding 12

C Preparation and Submission of Bids 20

2.20 Bid Security 23

3.1 Opening and Evaluation of Bids 25

4 Fraud and Corrupt Practices 27

Authority As defined in Clause 1.1.1

Invitation for Proposal

Name of the Highway Length (in Km) Estimated Project

and obligations (the “Concession”).

1.1.8 A Bidder shall not be eligible for bidding if,

1.2 Brief description of Bidding Process

The Authority shall endeavour to adhere to the following schedule:

Event Description Date

3. Pre-Bid meeting 10.02.2017

4. Authority response to queries 20.02.2017

6. Bid Due Date 02.03.2017

7. Opening of Bids On bid due date

8. Letter of Award (LOA) Within 30 days of Bid Due Date

10. Signing of Concession Within 30 days of Award of LOA

2.1. General terms of Bidding

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

Notwithstanding anything stated herein a conflict of interest situation arising at

2.1.14, shall include each Member of such Consortium.

2.1.16 This RFP is not transferable.

EPC Project Agreement Document.

2.2 Change in composition of the Consortium

(b) the substitute is at least equal, in terms of Technical Capacity or

2.3 Change in Ownership

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

2.4 Cost of Bidding

2.5 Site visit and verification of information

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

(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

(e) acknowledged and agreed that inadequacy, lack of completeness or

(f) acknowledged that it does not have a Conflict of Interest; and

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

2.6 Verification and Disqualification

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

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

the Authority, including annulment of the Bidding Process.

2.7 Contents of the RFP

Section 2. Instructions to Bidders

Section 3. Evaluation of Bids

Section 4. Fraud and Corrupt Practices

Section 5. Pre-Bid Conference

I. Letter comprising the Bid

II. Bank Guarantee for Bid Security