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APCRDA
Page 2 of 120
Development of 6.84 sq. km. Start-up Area of Amaravati Capital city through Swiss
Challenge Approach under the APIDE Act, 2001
Date: 17-Jul-2016
Background
The firm/ consortium selected through the bidding process outlined in this RFP (the
Selected firm/ consortium) will enter into a Shareholders Agreement (the SHA) with
CCDMC as per the form proposed by the Original Project Proponent including the
approved addenda and provided by the Authority as part of the Tender Documents
pursuant hereto (Part-3 of this RFP document) to form Amaravati Development Partner
(ADP) (the Amaravati Development Partner or ADP), which will be a Special
Purpose Vehicle incorporated (with its registered office in Vijayawada, India) under the
APCRDA
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The Start-Up Area (SUA), which is spread over 6.84 sq. km. is approximately of 1691 acres
(684 Hectares) of land for phase wise development within the Seed Development Area of
Amaravati Capital city (as indicated in the map enclosed in Annexure-IX of OPP
Proposal). This is to be developed in three phases, each spread over five years during the
concession period of 20 years (the Concession Period) starting from the date of issuance
of the Acceptance Notice by ADP for the Conditions Precedent for Phase 1.
The three phases of land development are spatially split into three separate land parcels
as marked/ indicated in the Section-4.2 of the OPP proposal and Annexure-IV of the
CADA.
The role of master developer will be to design, build, finance and market the plotted
development in the Start Up Area. The Master Developer will take on the role of a
marketing agent to the Start Up Area to attract competent developers for undertaking
vertical development in the Start Up Area through development of high quality
infrastructure. Master Developer will also play an important role as facilitator for
attracting investments and creation of jobs in the AP Capital Region through the
development of this Start Up Area.
Details regarding roles and responsibilities of the GoAP, APCRDA, CCDMC and the
ADP are as per the Swiss Challenge Proposal including CADA and SHA and addenda as
approved by the Government.
The estimated cost of the Project (the Estimated Project Cost) as specified in the
proposal submitted by the Original Project Proponent has been specified in the
documents enclosed in Chapter-5 of the OPP Proposal. The assessment of actual costs,
however, will have to be made by the Bidders.
All development to be undertaken as per the notified master plan and development
control regulations enclosed in the Amaravati City Zoning Report notified by APCRDA
APCRDA
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The land allotment and pricing mechanism and the Reserve Price of land for Phase 1 shall
be as per addendum item No 6, 7 & 8 of CADA addenda dated 30th May 2016 as enclosed
with this RFP.
The revenue share payable by ADP to APCRDA will be a percentage of gross sales
revenue as detailed in clause 11 of CADA and the related addendum.
The Authority has adopted a single-stage bidding process (the Bidding Process) to
invite Competing counter challenging proposals for the selection of the Master
Developer,
The single-stage bidding process (the Bid Stage) comprise of the following four (4) substages,
1.
Test of responsiveness of the bid: The first sub-stage, the Authority shall determine
whether each bid is responsive, which refers to an assessment if the submission is in
conformity with the terms and conditions of the RFP.
2.
3.
Opening of Commercial bids: The third sub-stage of the process involves opening of
Commercial bids of the qualified bidders who have met the Eligibility Criteria of the
previous sub-stage.
4.
Selection under Swiss Challenge Approach: Opening of commercial bid of the OPP
and selecting the firm/ consortium as per the Swiss Challenge Approach under the
Andhra Pradesh Infrastructure Development Enabling Act (APIDEA), 2001 to
implement the Project.
Interested bidders (the "Bidders") meeting the Eligibility Criteria as detailed in the
Section 3.1 of this RFP, are being called upon to submit their Bids (Bid or Bids, as the
case may be) on the APeProcurement portal in accordance with the Tender Documents.
The Bid shall be valid for a period of not less than 180 days from the date specified in
Section 1.3 for submission of bids (the Bid Due Date).
The Bidders are required to submit their Bids in three parts corresponding to the first 3
sub-stages outlined in Section-1.2.2 above,
APCRDA
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Eligibility Submission
Commercial bid
The Tender Documents includes the Original Project Proponents Proposal, the
Concession and Development Agreement (CADA) and the Shareholders Agreement
(SHA) for the Project, inclusive of approved addenda. Subject to the provisions of this
RFP, the aforesaid documents and addenda issued subsequent to this RFP Document,
but before the Bid Due Date, will be deemed to form part of the Tender Documents.
Competing counter challenging proposals are invited for the Project on the basis of the
percentage of Gross Sales Revenue to be shared with APCRDA (the "Revenue Share")
being the sole bidding parameter as mentioned in the OPP Proposal and the CADA.
After the opening of the commercial bids of the challenging bidders as per the terms and
conditions of this RFP, the OPP as per the Swiss Challenge Approach outlined in the
APIDE Act, 2001 (the Swiss Challenge), will be offered the opportunity to match or
better, the best bid received from a challenging bidder, if such bid is superior to that
submitted by the OPP. If (a) the offer of OPP is superior to the best bid received from
challenging bidders, or as the case may be (b) the OPP matches or betters the best bid
received from the challenging bidders (if such bid is superior to the offer of OPP), then
OPP will be selected for the development of the Start-up Area and GoAP will enter into
a Concession and Development Agreement (CADA) with the SPV (ADP) formed by the
OPP.
In all other cases the challenging bidder that has submitted the best bid will be selected
for the development of the Start-up Area and GoAP will enter into a Concession and
Development Agreement (CADA) with the SPV (ADP) formed by such challenging
bidder. In such an event OPP will be reimbursed the costs of preparation of the suo-motu
proposal, CADA and the SHA as specified in this bid document by the Authority. Such
Proposal Preparation Cost shall in turn be paid by the Successful Challenger Bidder to
the Authority before the signing of CADA. The detailed evaluation and selection process
is outlined in Section 4 of this RFP.
Any queries or request for additional information concerning this RFP shall be submitted
only via e-mail to the officer designated in Section 3.15.7 of this RFP. The communication
shall clearly bear the following identification/ title:
Queries/Request for Additional Information: RFP for Development of 6.84 sq. km. Start-up Area
of Amaravati Capital City on Public Private Partnership (PPP) Mode through Swiss Challenge
Approach under the APIDEA, 2001.
APCRDA
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Participating bidders will have to pay a sum of INR 25,00,000 (INR Twenty-Five Lakh)
vide a Demand Draft drawn on a Scheduled Bank, payable at Vijayawada, Andhra
Pradesh towards bid processing fee. The scanned version of such Demand Draft shall be
uploaded on the APeProcurement portal at the time of uploading the Bid. The original of
the Demand Draft shall be submitted at the time of hard copy submission of the Bid.
A Bidder is required to deposit, along with its Bid, a bid security of Rs. 6,35,50,000 (Indian
Rupees six crore thirty-five lakh and fifty thousand) (the "Bid Security"), refundable not
later than 60 (sixty) days from the end of the Bid Validity Period except in the case of the
Highest Challenger Bidder (see section 3.21 of RFP). The Bidders should provide the Bid
Security in the form of a bank guarantee (the Bank Guarantee) acceptable to the
Authority, and the validity period of the Bank Guarantee shall not be less than 60 (sixty)
days from the end of the Bid Validity Period, and the same 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 as described in this
Clause.
Eligibility Criteria
To be eligible and shortlisted, a Bidder shall demonstrate its qualification against the
Eligibility Criteria mentioned (the Eligibility) in the Section 3.1 of this RFP.
APCRDA
S. No.
Event Description
Date
17-Jul-16
05-Aug-16
Pre-Bid Conference
18-Aug-16
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10
(Tentative)
Validity of Bids
11
(Tentative)
Signing of CADA
12
(Tentative)
08-Sep-16
19-Sep-16
28-Feb-2017
19-Oct-16
Pre-Bid Conference
The date, time and venue of the Pre-Bid Conference shall be:
Date:
8/ August / 2016
APCRDA
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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 by any of the employees or advisors of the Authority, is provided to
Bidder(s) on the terms and conditions set out in this RFP and on such other terms and conditions
may be specified from time to time.
This RFP is neither an agreement nor an offer by the Authority to the Original Project Proponent
(OPP), prospective Bidders or any other person(s). The purpose of this RFP is to provide
interested parties with information that may be useful to them in making their Bids pursuant
to this RFP. This RFP includes the proposal submitted by the Original Project Proponent in
relation to the Project and does not purport to contain all the information that each Bidder may
require. This RFP and/or the project contemplated here under may not be appropriate for all
persons, and it is not possible for the Authority, its employees or advisors to consider the
objectives, financial situation and/or the particular needs of each party who reads or uses this
RFP. Each Bidder should, conduct its own investigations and analysis and should check the
accuracy, adequacy, correctness, reliability and completeness of the information contained in
this RFP.
Information provided in this RFP is on a wide range of matters, some of which depend upon
interpretation of law. The information given is not an exhaustive account of statutory
requirements and should not be regarded as a complete or authoritative statement of law. The
Authority accepts no responsibility for the accuracy or otherwise for any information,
interpretation or opinion or statement of law expressed herein.
The Authority, its employees and advisors make no representation or warranty and shall have
no liability to any person including to any Bidder, under any law (including any statute, rule,
regulations or the like), tort, breach of warranty, indemnification, principles of restitution or
unjust enrichment, or otherwise, for or in respect of any claim, loss, damages, cost or expense
of any nature whatsoever, which may arise from or be incurred or suffered on account of or in
relation to anything contained in this RFP or otherwise, including in relation to the accuracy,
adequacy, correctness, completeness or reliability upon the RFP or on account of any
assessment, assumption, statement or information contained in or be deemed to form part of
this RFP, or otherwise arising in any manner whatsoever in relation to the Bidding Process.
The Authority also accepts no liability of any nature whether resulting from negligence or
otherwise howsoever caused including that 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 firm/ consortium
or to enter into any contract with the Selected firm/ consortium or with the Concessionaire, as
APCRDA
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APCRDA
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GLOSSARY
ADP
Authority
Bank Guarantee
Bid(s)
Bidders
Bidding Process
Bid Security
Bid Stage
Commercial Bid
Concession
Coercive Practice
As defined in Section 5
Concessionaire
Concession Period
Conflict of Interest
Control
Consortium
Corrupt Practice
As defined in Section 5
Crore
10,000,000
Demand Draft
Eligibility
Eligibility Submission
First Part
As defined in Section 8
Fraudulent Practice
As defined in Section 5
Government
As defined in CADA
As defined in CADA
Guarantee
As defined in Section 8
APCRDA
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Lakh
100,000
Lead Member
LOA
LCIA
As defined in CADA
Management Company
As defined in CADA
Master Developer
Member
Member of a Consortium
Net Worth
Parties
As defined in Section 8
Party
As defined in Section 8
PPP
Principals
As defined in Section 8
Project
Projects
Indian Rupee
Restrictive Practice
As defined in Section 5
Revenue Share
Second part
As defined in Section 8
Shareholders Agreement
Sole Bid
Start-Up Area
Statutory Auditor
Subject Person
Swiss Challenge
Tender Documents
Third Part
As defined in Section 8
Undesirable Practice
As defined in Section 5
APCRDA
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APCRDA
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ABBREVIATIONS
ADP
APCRDA
APIDEA
CADA
CCDMC
GoAP
GOI
Government of India
Hect
Hectare
INR
OPP
PPP
RFP
Sq. ft.
Square feet
Sq.km
Square kilometer
SHA
Shareholders Agreement
SUA
Start-up area
USD
APCRDA
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TABLE OF CONTENTS
ADVERTISEMENT ..................................................................................................................................2
INVITATION FOR BIDDERS ...............................................................................................................3
DISCLAIMER ...........................................................................................................................................9
GLOSSARY .............................................................................................................................................11
ABBREVIATIONS .................................................................................................................................14
PART 1 INTRODUCTION AND SCOPE .......................................................................................17
1 INTRODUCTION ........................................................................................................................18
1.1
1.2
1.3
1.4
GENERAL .......................................................................................................................28
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
B.
DOCUMENTS ................................................................................................................45
3.10
3.11
Clarifications ...................................................................................................................45
3.12
C.
3.13
Language .........................................................................................................................47
APCRDA
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3.15
3.16
3.17
3.18
3.19
3.20
Confidentiality................................................................................................................51
D.
3.21
4.2
4.3
4.4
4.5
Clarifications ...................................................................................................................59
4.6
4.7
Confidentiality................................................................................................................60
4.8
8.2
Eligibility Submission....................................................................................................87
8.3
Commercial Bid............................................................................................................104
APCRDA
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APCRDA
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INTRODUCTION
1.1
1.1.1
1.1.2
With the objective of construction of new Capital city Amaravati, an act has been passed
by the GoAP to provide for the declaration of the new Capital area for state of the Andhra
Pradesh and establishment of the Andhra Pradesh Capital Region Development
Authority (APCRDA) (the Authority) for the purposes of planning, coordination,
execution, supervision, financing, and for promoting and securing the planned
development of the capital region development area.
1.1.3
1.1.4
APCRDA
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As Given in OPP
Proposal included in
Part 1, Chapter 2
1.1.5
The firm/ consortium selected through the bidding process outlined in this RFP (the
Selected firm/ consortium) will enter into a Shareholders Agreement (the SHA) with
CCDMC as per the form proposed by the Original Project Proponent including the
approved addenda and provided by the Authority as part of the Tender Documents
pursuant hereto (Part 3 of this RFP document) to form Amaravati Development Partner
(ADP) (the Amaravati Development Partner or ADP), which will be a Special
Purpose Vehicle incorporated (with its registered office in Vijayawada, India) under the
Companies Act 2013, to undertake the development of the Start-Up Area. The
Government of Andhra Pradesh (through APCRDA) would then enter into a Concession
and Development Agreement (the Concession and Development Agreement or the
CADA) with ADP (the Concessionaire) as per the form proposed by the Original
Project Proponent including the approved addenda and provided by the Authority as
part of the Tender Documents pursuant hereto (Part 3 of this RFP document). The
Concession and Development Agreement sets forth the detailed terms and conditions for
grant of the concession to the Concessionaire, including the scope of the Concessionaires
services and obligations (the Concession).
1.1.6
The Shareholders Agreement (SHA) including the approved addenda to be entered into
between the selected firm/ consortium and CCDMC as submitted by the Original Project
Proponent as part of their Swiss Challenge Proposal is also provided by the Authority as
part of the Tender Documents pursuant hereto (Part 3 of this RFP document).
1.1.7
The summary of the Project Scope including the Development Plan as detailed below, are
based on the OPP Proposal (including CADA and SHA). For further details, bidders shall
refer to the OPP proposal, CADA and SHA enclosed along with this RFP document.
The total land identified in the master development for seed development area is
approximately 20 sq km. The Start Up Area is spread over 6.84 sq km within the Seed
APCRDA
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Total
Land in hectares
265
208
211
684
1.1.7.3 In the event of specific request from GOAP, ADP may consider during the development
of infrastructure for a phase currently under development, to construct the base
infrastructure (limited only to road and carriage way drainage and culverts) for any of
the undeveloped phases subject to the terms and conditions of CADA. Please refer
annexure IV of the OPP Proposal.
1.1.7.4 The three phases of land development are spatially split into three separate land parcels
as marked/ indicated in the Section-4.2 of the OPP proposal and Annexure-IV of the
CADA.
1.1.7.5 ADP may commence development of subsequent phase of the project only upon 70% of
development plots in the ongoing phase being sold to third parties and such sale
proceeds are realized by ADP. ADP may consider taking up development of subsequent
phases even if 70% condition is not met subject to clause 4.1.1 phased development of the
OPP Proposal, which may be referred to.
1.1.7.6 The role of master developer will be to design, build, finance and market the plotted
development in the Start Up Area. The Master Developer will take on the role of a
marketing agent to the Start Up Area to attract competent developers for undertaking
vertical development in the Start Up Area through development of high quality
infrastructure. Master Developer will also play an important role as facilitator for
attracting investments and creation of jobs in the AP Capital Region through the
development of this Start Up Area.
APCRDA
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The estimated cost of the Project (the Estimated Project Cost) as specified in the
proposal submitted by the Original Project Proponent has been specified in the
documents enclosed in Chapter-5 of the OPP Proposal. The assessment of actual costs,
however, will have to be made by the Bidders.
1.1.9
The statements and explanations contained in this RFP are intended to provide an
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 and Development
Agreement (CADA) or the Authoritys 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 Tender Documents including this RFP are to be noted, interpreted and applied
appropriately to give effect to this intent, and no claims on this account shall be
entertained by Authority.
1.1.10 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
APCRDA
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1.2
1.2.1
The Authority has adopted a single-stage bidding process (the Bidding Process) to
invite Competing counter challenging proposals for the selection of the Master
Developer,
1.2.2
The single-stage bidding process (the Bid Stage) comprise of the following four (4) substages,
1.
Test of responsiveness of the bid: The first sub-stage, the Authority shall determine
whether each bid is responsive, which refers to an assessment if the submission is in
conformity with the terms and conditions of the RFP.
2.
3.
Opening of Commercial bids: The third sub-stage of the process involves opening of
Commercial bids of the qualified bidders who have met the Eligibility Criteria of the
previous sub-stage.
4.
Selection under Swiss Challenge Approach: Opening of commercial bid of the OPP
and selecting the firm/ consortium as per the Swiss Challenge Approach under the
Andhra Pradesh Infrastructure Development Enabling Act (APIDEA), 2001 to
implement the Project.
1.2.3
Interested bidders (the "Bidders") meeting the Eligibility Criteria as detailed in the
Section 3.1 of this RFP, are being called upon to submit their Bids (Bid or Bids, as the
case may be) on the APeProcurement portal in accordance with the Tender Documents.
The Bid shall be valid for a period of not less than 180 days from the date specified in
Section 1.3 for submission of bids (the Bid Due Date).
1.2.4
The instructions for interested bidders to access and to upload the final bid submissions
on to the APeProcurement portal is enclosed in the Part-4, Section 12 ,Appendix 2
1.2.5
The Bidders are required to submit their Bids in three parts corresponding to the first 3
APCRDA
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1.2.6
Eligibility Submission
Commercial bid
The Tender Documents includes the Original Project Proponents Proposal, the
Concession and Development Agreement (CADA) and the Shareholders Agreement
(SHA) for the Project, inclusive of any addenda. Subject to the provisions of this RFP, the
aforesaid documents and any addenda issued subsequent to this RFP Document, but
before the Bid Due Date, will be deemed to form part of the Tender Documents.
1.2.7
Participating bidders will have to pay a sum of INR 25,00,000 (INR Twenty-Five Lakh)
vide a Demand Draft drawn on a Scheduled Bank, payable at Vijayawada, Andhra
Pradesh towards bid processing fee. The scanned version of such Demand Draft shall be
uploaded on the APeProcurement portal at the time of uploading the Bid. The original of
the Demand Draft shall be submitted at the time of hard copy submission of the Bid.
1.2.8
GOI has issued guidelines (see Part 4, Section 12, Appendix 1) 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 a Bidder in accordance with the aforesaid
guidelines at any stage of the Bidding Process. Bidders must satisfy themselves that they
are qualified to bid, and should give an undertaking to this effect in the form at Form A7.
1.2.9
A Bidder is required to deposit, along with its Bid, a bid security of Rs. 6,35,50,000 (Indian
Rupees six crore thirty five lakh and fifty thousand) (the "Bid Security"), refundable not
later than 60 (sixty) days from the end of the Bid Validity Period except in the case of the
Highest Challenger Bidder (see section 3.21 of RFP). The Bidders should provide the Bid
Security in the form of a bank guarantee (the Bank Guarantee) acceptable to the
Authority, and the validity period of the Bank Guarantee shall not be less than 60 (sixty)
days from the end of the Bid Validity Period, and the same 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 as described in this
Clause.
1.2.10 Competing counter challenging proposals are invited for the Project on the basis of the
percentage of Gross Sales Revenue to be shared with APCRDA (the "Revenue Share")
being the sole bidding parameter as mentioned in the OPP Proposal and the CADA.
1.2.11 After the opening of the commercial bids of the challenging bidders as per the terms and
APCRDA
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1.3
APCRDA
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S. No.
Event Description
Date
17-Jul-16
05-Aug-16
Pre-Bid Conference
18-Aug-16
10
(Tentative)
Validity of Bids
11
(Tentative)
Signing of CADA
12
1.4
(Tentative)
08-Sep-16
19-Sep-16
28-Feb-2017
19-Oct-16
Pre-Bid Conference
The date, time and venue of the Pre-Bid Conference shall be:
Date:
8/ August / 2016
Contact:
Mr. Y. Nagireddy,
Mobile: +91-709-5599-090
email: amaravati.ppp@apcrda.org
APCRDA
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APCRDA
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APCRDA
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INSTRUCTIONS TO BIDDERS
A.
GENERAL
3.1
Eligibility of Bidders
3.1.1
3.1.1.1 The Bidder for being eligible may be a single entity or a group of entities (the
Consortium), coming together to implement the Project. However, no Bidder applying
individually or as a member of a Consortium, as the case may be, can be member of
another Bidder. The term Bidder used herein would apply to both a single entity and a
Consortium.
3.1.1.2 A Bidder may be a natural person, private entity, government-owned entity or any
combination of them with an existing legally binding agreement to form a Consortium.
A Consortium shall be eligible for consideration subject to the conditions set out in
Section 3.1.1.
3.1.1.3 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. A
Bidder shall be deemed to have a Conflict of Interest affecting the Bidding Process, if:
the Bidder, its Member or Associate (or any constituent thereof) and any other Bidder,
its Member or any Associate thereof (or any constituent thereof) have common
controlling shareholders or other ownership interest; provided that this
disqualification shall not apply in cases where the direct or indirect shareholding of a
Bidder, its Member or an Associate thereof (or any shareholder thereof having a
shareholding of more than 5 per cent of the paid up and subscribed share capital of
such Bidder, Member or Associate, as the case may be) in the other Bidder, its Member
or Associate is less than 5 per cent of the subscribed and paid up equity share capital
thereof; provided further that this disqualification shall not apply to any ownership
by a bank, insurance company, pension fund or a public financial institution referred
to in sub-section (72) of section 2 of the Companies Act, 2013. For the purposes of this
provision, indirect shareholding held through one or more intermediate persons shall
be computed as follows:
Page 28 of 120
subject always to sub-clause (a) 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 (b) 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
such Bidder, or any Associate thereof receives or has received any direct or indirect
subsidy, grant, concessional loan or subordinated debt from any other Bidder, or any
Associate thereof or has provided any such subsidy, grant, concessional loan or
subordinated debt to any other Bidder, its Member or any Associate thereof; or
such Bidder has the same legal representative for purposes of this Bid submission as
any other Bidder; or
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 submission of either or each other; or
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.
3.1.1.4 A Bidder shall be liable for disqualification if any legal, financial or technical adviser of
the Authority in relation to the Project is engaged by the Bidder, its Member or any
Associate thereof, as the case may be, in any manner for matters related to or incidental
to the Project. 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 prior to the Bid Due Date. Nor will this disqualification apply
where such adviser is engaged after a period of 3 (three) years from the date of
completion of development of Phase 1 of the Project.
Explanation: In case a Bidder is a Consortium, then the term Bidder as used in this
Provision, shall include each Member of such Consortium.
3.1.2
To be eligible and shortlisted, a Bidder shall demonstrate its qualification against the
Eligibility Criteria mentioned below (the Eligibility).
3.1.2.1 In computing the Technical Eligibility and Financial Eligibility of the Bidder/
Consortium Member, the Technical Eligibility and Financial Eligibility of their respective
APCRDA
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All tenures mentioned below are over the time window preceding the Bid Due Date
The definition of project solely for purposes of Technical Eligibility will include the
designing, financing, development, construction and marketing of a commercial or
residential development within one single plot or geographically contiguous plots or
area developed by the bidder, in the capacity as master developer and/or the
developer, as the case may be. Construction contracts will not qualify for built-up area.
Time Window refers to the period immediately preceding the Bid Due Date. Only
development completed in this period will be considered for the purpose of the
criteria below. If a project has commenced before this period, then only the portion of
the project that has been completed in this period will be considered.
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Marketed area in this section is defined as land parcels or projects where the sale/
lease has been affected to end-user or developer.
Sl.
No.
Criteria
Units
Time
window
Single
member
All
Evidence to be
members submitted
Cumulative master
development (India/
Outside India)
Hect
10 years
1,000
1,000
Certificate by
Statutory
Auditor
Cumulative master
development (Outside
India)
Hect
10 years
500
500
Certificate by
Statutory
Auditor
Sq.km
2.5
2.5
Certificate from
local authority/
Govt. as per
format to be
prescribed
Sq. ft.
10 years
5 Million
5 Million
~do~
Sq. ft.
10 years
5 Million
5 Million
~do~
Nos
10 years
25,000
25,000
~do~
Nos
10 years
25,000
25,000
~do~
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Criteria
Units
Time
window
Single
member
All
Evidence to be
members submitted
Nos
2 JVs
2 JVs
Certificate from
Govt./ Govt.
entity as per
format
prescribed
Criteria
Experience Based Criteria Marketing
E
Cumulative plotted
development marketed
Hect
10 years
300
300
Certificate by
Statutory
Auditor
Cumulative plotted
development marketed
outside India
Hect
10 years
150
150
Certificate by
Statutory
Auditor
Sq. ft.
10 years
4 Million
4 Million
Certificate by
Statutory
Auditor
Cumulative BUA
marketed outside India
Sq. ft.
10 years
5 Million
5 Million
Certificate by
Statutory
Auditor
General Criteria
G
Bidder to demonstrate letter of support (on similar lines of letter issued by the Ministry
of Trade and Industry, Singapore enclosed to this RFP) from the respective international
government (s) of the country to which the bidder belongs to.
Notes: 1. All criteria above are over the Time Window preceding the Proposal submission date
2. 4 Million sq. ft. is equivalent to 0.37 Million square meters; 5 Million sq. ft. is equivalent to
0.46 Million square meters
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Govt. mentioned above means (a) the Government of India or of any State in India,
or (b) the Federal or State Government of the Bidders country, or (c) the Federal or
State Government having jurisdiction over the area where the relevant project has
been/is being implemented by the Bidder or its Associate(s). Govt. entity means an
agency or department of the Government.
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A.
Evident to
Units Over the time One
In case of JV
window
Member
be
preceding the
submitted
Proposal
Lead
Each
All
submission Member Member Members
date
put
together
Aggregate INR
Net-worth
As per the
2000
latest audited crores
Balance Sheet
-NA-
-NA-
2000
crores
Certificate
by
Statutory
Auditor
B.
Aggregate INR
Annual
Net Cash
Accruals
-NA-
-NA-
600
crores
~do~
* Net Worth shall mean (Subscribed and Paid-up Equity + Reserves) less (Revaluation
reserves + miscellaneous expenditure not written off + reserves not available for distribution
to equity shareholders).
# Annual Net Cash Accruals shall mean Profit after Tax + Depreciation.
INR conversion shall be based on 1 USD = INR 65 and shall be used to convert amounts in USD
to INR.
Audited Balance Sheet and annual accounts in currencies other than INR or USD should be
converted to USD using the closing exchange rates as provided by Bloomberg on the date of the
Notice Inviting Tender. Then, the conversion rate for USD to INR as mentioned above should be
used.
the combined technical capacity and Net Worth of those Members, who shall have an
equity share of at least 26% (twenty six per cent) each in the ADP, should satisfy the
above conditions of eligibility; provided that each such Member 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
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the bidder should satisfy the above conditions of technical and financial eligibility.
The bidder 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 ADP; and (ii) 5% (five per cent) of the Total
Project Cost specified in the Concession and Development Agreement
3.1.2.6
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 and Development Agreement (CADA) and the SHA
3.1.2.7
The Bidder shall enclose with its Bid, to be submitted as per the format discussed in
Section-3.14, complete with its Annexes, the following:
Certificate(s) from statutory auditors of the Bidder or its Associates stating the
payments made/ received or works commissioned, in support of the Technical
Eligibility as referred in Sections 3.1.2.1 and 3.1.2.2 above.
certificate(s) from statutory auditors of the Bidder or its Associates specifying (a) the
Net Worth of the Bidder as at the close of the preceding financial year and (b) the
Aggregate Net Cash Accruals of the Bidder for the preceding 3 (three) financial years.
The certificate should also specify that the methodology adopted for calculating such
Net Worth and Net Cash Accruals conforms to the provisions of this section. For the
purposes of this RFP, net worth (the Net Worth) shall mean the sum of subscribed
and paid up equity and reserves from which shall be deducted the sum of revaluation
reserves, miscellaneous expenditure not written off and reserves not available for
distribution to equity shareholders and net cash accruals (Net Cash Accruals) shall
mean Profit After Tax plus Depreciation. All financial and supporting audited
documents provided by the bidders should be as per IFRS norms.
3.1.2.8 The Bidder should submit a Power of Attorney as per the format at Form A3, authorizing
the signatory of the Bid to commit the Bidder. In the case of a Consortium, the Members
should submit a Power of Attorney in favor of the Lead Member as per format at Form
A4.
3.1.2.9 The Bidder (including where it is a single entity) will be required to form an appropriate
Special Purpose Vehicle (ADP), incorporated under the Companies Act, 2013 to execute
the CADA and the SHA and implement the Project. In case the Bidder is a Consortium,
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the bid should contain the information required for each member of the Consortium;
members of the Consortium shall nominate one member as the lead member (the
Lead Member), who shall have an equity share holding of at least 26% (twenty six
per cent) of the paid up and subscribed equity of ADP. The nomination(s) shall be
supported by a Power of Attorney, as per the format at Form A4, signed by all the
other members of the Consortium;
the Bid should include a brief description of the roles and responsibilities of individual
members, particularly with reference to financial and technical obligations;
members of the Consortium shall enter into a binding Joint Bidding Agreement, in the
form specified at Form A5 (the Jt. Bidding Agreement). The Jt. Bidding Agreement,
to be submitted along with the bid, shall, inter alia:
convey the intent to form SPV (ADP) with shareholding/ ownership equity
commitment(s) in accordance with the SHA, which would enter into the
Concession and Development Agreement (CADA) and subsequently perform
all the obligations of the Concessionaire in terms of the Concession and
Development Agreement (CADA), in case the concession to undertake the
Project is awarded to the Consortium;
clearly outline the proposed roles and responsibilities, if any, of each member;
commit the minimum equity stake to be held by each member;
commit and undertake that the members of the Consortium shall each hold
subscribed and paid-up equity of ADP as per the terms and conditions of the
contract documents mentioned in the Part-3 of the RFP.
except as provided under this RFP and the Tender Documents, there shall not
be any amendment to the Jt. Bidding Agreement without the prior written
consent of the Authority.
3.1.2.10 Any entity which has been barred by any State/ Federal Government (Indian or
International), or any entity controlled by a State/ Federal Government (Indian or
International), from participating in any project, and the bar subsists as on the bid due
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Bidders may format the prescribed forms included in Section-8 making due provision
for incorporation of the requested information;
in case the Bidder is a Consortium, each Member should substantially satisfy the
Eligibility requirements to the extent specified herein.
3.1.2.14 While the RFP is open to persons from any country, the following provisions shall apply:
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Where, on the date of the submission of bid, 25% (twenty-five per cent) or more of the
aggregate issued, subscribed and paid up equity share capital in a Bidder or its
Member is held by persons resident outside India or where a Bidder or its Member is
controlled by persons resident outside India; or
if at any subsequent stage after the date of the submission of bid, there is an acquisition
of 25% (twenty-five per cent) or more of the aggregate issued, subscribed and paid up
equity share capital or control, by persons resident outside India, in or of the Bidder
or its Member;
Then the bid submission of such Bidder or in the event described in sub clause (b)
above, the continued participation of the Bidder shall be subject to approval of the
Authority from national security and public interest perspective. The decision of
the Authority in this behalf shall be final and conclusive and binding on the Bidder.
The holding or acquisition of equity or control, as above, shall include direct or
indirect holding/ acquisition, including by transfer, of the direct or indirect legal
or beneficial ownership or control, by persons acting for themselves or in concert
and in determining such holding or acquisition, the Authority shall be guided by
the principles, precedents and definitions contained in Indian laws, including
under the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, or any substitute thereof, as in force on
the date of such acquisition.
The Bidder shall promptly inform the Authority of any change in the shareholding,
as above, and failure to do so shall render the Bidder liable for disqualification
from the Bidding Process.
3.1.2.15 Notwithstanding anything to the contrary contained herein, in the event that the Bid Due
Date falls within 3 (three) months of the closing of the latest financial year of a Bidder, it
shall ignore such financial year for the purposes of its Bid submission and furnish all its
information and certification for 3 (three) years preceding its latest financial year. For the
avoidance of doubt, financial year shall, for the purposes of the Bid hereunder, mean the
accounting year followed by the Bidder in the course of its normal business.
3.2
3.2.1
A Bidder is eligible to submit only 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.
3.2.2
Bidders may treat the OPP proposal only as a reference document. Bidders may carry out
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Notwithstanding anything to the contrary contained in this RFP, the detailed terms
specified in the draft CADA and the SHA shall be binding and shall have overriding
effect over this RFP in case of a conflict; provided, however, that any conditions or
obligations imposed on the Bidder hereunder shall continue to have effect in addition to
its obligations under the CADA and the SHA (in case of Successful firm / consortium,
even after execution of CADA and the SHA).
3.2.4
The Bid should be furnished in the formats mentioned in the Section 8, Bidding forms.
3.2.5
Commercial bids should clearly indicate the bid parameter in both figures and words,
and authorized/ encrypted by the Bidders authorized personnel. In the event of any
difference between figures and words, the amount indicated in words shall be taken into
account.
3.2.6
Participating bidders will have to pay a sum of INR 25,00,000 (INR Twenty Five Lakh)
vide a Demand Draft drawn on a Scheduled Bank, payable at Vijayawada, Andhra
Pradesh towards bid processing fee. The scanned version of such Demand Draft shall
be uploaded on the APeProcurement portal at the time of uploading the Bid. The
original of the Demand Draft shall be submitted at the time of hard copy submission of
the Bid.
3.2.7
The Bidder shall submit a Bid Security equivalent to Rs. 6,35,50,000 (Indian Rupees six
crore thirty five lakh and fifty thousand) in accordance with the provisions of this RFP.
The Bidder should provide the Bid Security in the form of a Bank Guarantee, acceptable
to the Authority, as per format at Form A2.
3.2.8
The validity period of the Bank Guarantee, as the case may be, shall not be less than 60
days from the end of the Bid Validity Period, 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 not later than 60 (sixty) days from the end of the Bid Validity
Period except in the case of the Successful Challenger Bidder.
3.2.9
The Bidder should submit a Power of Attorney as per the format at Form A3, authorizing
the signatory of the Bid to commit the Bidder.
3.2.10 In case the Bidder is a Consortium, the Members thereof should furnish a Power of
Attorney in favor of the Lead Member in the format at Form A4.
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3.3
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3.4
Change in Ownership
3.4.1
By submitting the Bid, the Bidder shall also be deemed to have acknowledged and agreed
that in the event of a change in control (directly or indirectly) of a Consortium Member
or an Associate whose Technical Capacity and/or Financial Capacity was taken into
consideration for the purposes of the RFP, 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 Firm/ Consortium, as the
case may be. In the event such change in control occurs after signing of the CADA but
prior to expiry of a period of 5 years therefrom, it would, notwithstanding anything to
the contrary contained in the CADA, be deemed to be a breach of the CADA, and the
same shall be liable to be terminated without the Authority being liable in any manner
whatsoever to the Concessionaire, without prejudice to any other rights or remedies that
may be available to the Authority/CCDMC under the Tender Documents and/ or the
CADA or SHA or otherwise.
3.4.2
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 and Development Agreement (CADA) and the SHA, and a breach hereof
shall be deemed to be a breach of Change in Ownership and dealt with as per the
provisions of CADA and the SHA.
3.5
3.5.1
No Bidder shall submit more than one Bid for the Project. A Bidder applying 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.
3.5.2
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.
3.6
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Bidders are encouraged to submit their respective Bids after visiting the Project site and
ascertaining for themselves the site conditions, location, surroundings, climate, access to
site, handling and storage of materials, applicable laws and regulations, and any other
matter considered relevant by them.
3.7
Acknowledgement by Bidder
3.7.1
satisfied itself about all matters, things and information including matters referred to
in sections hereinabove necessary and required for submitting an informed Bid,
execution of the Project in accordance with the Tender Documents and performance
of all of its obligations thereunder;
represented and warranted that its Bid is in compliance with and conforms to the
provisions of this RFP;
agreed to be bound by the provisions hereof and also by the undertakings provided
by it under and in terms hereof; and
agreed that the Authority shall not be liable for any omission, mistake or error on the
part of the Bidder in respect of any of the above or on account of any matter or thing
arising out of or concerning or relating to the Tender Documents or the Bidding
Process, including any error or mistake therein or in any information or data given by
the Authority.
3.8
3.8.1
The Authority reserves the right to verify all statements, information and documents
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The Authority reserves the right to reject any Bid and appropriate the Bid Security if:
the Bidder does not provide, within the time specified by the Authority, the
supplemental information sought by the Authority for evaluation of the Bid.
3.8.3
invite the remaining Bidders to submit their Bids in accordance with this RFP; or
proceed in the manner set out in Section 4.3.4.4 and 4.3.4.5 below; or
take any such measure as may be deemed fit in the sole discretion of the Authority,
including annulment of the Bidding Process.
3.8.4
In case it is found during the evaluation or at any time before signing of the Concession
and Development Agreement (CADA) or after its execution and during the period of
subsistence thereof, that one or more of the eligibility 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
CADA, and if the Selected Firm/ Consortium has already been issued the LOA or has
entered into the CADA, 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 Firm/ Consortium or the
Concessionaire, as the case may be, without the Authority being liable in any manner
whatsoever to the Selected Firm/ Consortium or Concessionaire. In such an event, the
Authority shall be entitled to forfeit and appropriate the Bid Security (if not already
returned), as Damages, without prejudice to any other right or remedy that may be
available to the Authority under the Tender Documents and/ or the CADA, or otherwise.
3.9
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Notwithstanding anything contained in this RFP, the Authority reserves the right to
accept or reject any Bid and/or to annul the Bidding Process and/or reject all Bids at any
time without any liability or any obligation for such acceptance, rejection or annulment,
and without assigning any reasons therefor. In the event that the Authority rejects or
annuls all the Bids, it may, in its discretion, invite all eligible Bidders to submit fresh Bids
hereunder.
3.9.2
The Authority reserves the right not to proceed with the Bidding Process at any time,
without notice or liability.
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DOCUMENTS
3.10
3.10.1 This RFP comprises the Disclaimer set forth hereinabove, the contents as listed below,
and will additionally include any Addenda issued in accordance with Section 3.12.
PART 1 Introduction and Scope
Section 1.
Section 2.
Instructions to Bidders
Section 4.
Evaluation of Bids
Section 5.
Section 6.
Pre-Bid Conference
Section 7.
Miscellaneous
Section 8.
Bidding forms
Section 10.
Section 11.
PART 4 Appendices
Section 12.
3.11
Appendices
Clarifications
3.11.1 Bidders requiring any clarification on the RFP may notify the Authority in writing by email in accordance with Section 3.15.7. They should send in their queries before the date
mentioned in the Schedule of Bidding Process specified in Section 1.3. The Authority shall
endeavour to respond to the queries within the period specified therein. The responses
will be sent by fax or e-mail. The Authority will forward all the queries and its responses
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3.12
Amendment of RFP
3.12.1 At any time prior to the deadline for submission of Bids, 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.
3.12.2 Any Addendum thus issued will be uploaded on the e-tendering portal
https://tender.apeprocurement.gov.in/login.html
3.12.3 In order to afford the Bidders a reasonable time for taking an Addendum into account,
or for any other reason, the Authority may, at its own discretion, extend the Bid Due
Date.
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3.13
Language
3.13.1 The Bid and all related correspondence and documents in relation to the Bidding Process
shall be in English language. Supporting documents and printed literature furnished by
the bidder with the bid may be in any other language provided that they are accompanied
by translations of all the pertinent passages in the English language, duly authenticated
and certified by the bidder. Supporting materials, which are not translated into English,
may not be considered. For the purpose of interpretation and evaluation of the bid
submission, the English language translation shall prevail.
3.14
3.14.1 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. Incomplete and /or conditional Bids shall be summarily rejected.
3.14.2 The Bidder shall submit the bids online as well as in hard copy (the Hard Copy). While
the online submission of the bids shall be made as per the terms set in this RFP, the hard
copy shall include all the documents except the Commercial bid of the bidder. For
evaluation purpose, only the online submission made by the various bidders shall be
taken into consideration. The hard copy of the bids (except for the Commercial bids) are
for the facilitation of the authority.
3.14.3 For the hard copy submission, the Bidder shall prepare 3 sets of the Bid clearly marked
as HARD COPY. In the event of any discrepancy between the online submission and
the hard copy, the online submission shall prevail.
3.14.4 The Bid documents shall be typed or written in indelible ink. They shall be signed by the
authorized signatory of the Bidder who shall also initial each page of the Bid documents
(including Appendices) 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. Such signed bid
documents shall be scanned and uploaded for online submission and shall be printed
and submitted for Hard Copy submission. The hard copy of the Bid documents shall
contain page numbers and shall be bound together in a manner that does not allow
replacement of any page.
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3.15
3.15.1 The Bidder shall upload the Bid in the format specified at Section 8 (Bidding Forms) of
this RFP. The bid shall be uploaded in three separate parts as under:
3.15.2 The Supporting documents to the Bid shall be uploaded under Supporting documents
required from the vendor page in the Bidder dashboard of the APeProcurement portal
(https://tender.apeprocurement.gov.in/login.html). The documents shall include:
Form A1. Format for Letter of Bid;
Form A2. Bid Security in the prescribed format;
Form A3. Power of Attorney for signing of Bid in the prescribed format
Form A4. If applicable, the Power of Attorney for Lead Member of Consortium in
the prescribed format);
Form A5. If applicable, Copy of the Joint Bidding Agreement, in case of a
Consortium;
Form A6. Anti-Collusion certificate;
Form A7. Format for Project Undertaking
Form A8. Format for Affidavit;
Form A9. Statement of Legal Capacity Signatory
3.15.3 The following documents corresponding to the Eligibility Submission shall be uploaded
as part of Part II Eligibility Submission (the Eligibility Submission). All of these
documents are to be uploaded together in order through encryption under the Eligibility
Submission head of the Bid forms section in the Bidder dashboard of the
APeProcurement portal.
Form B1. Particulars of the Bidder
Form B2. Technical Eligibility - Summary
Form B3: Technical Eligibility - Certification by Government/ Govt. Entity
Form B4. Technical Eligibility - Certification by Statutory Auditor
Form B5. Financial Eligibility - Summary
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Bid
section
of
the
Bidder
dashboard
on
the
Page 49 of 120
3.16
3.16.1 Bids should be submitted before the bid submission closing time on the Bid Due Date on
the e-tendering portal mentioned in Section 3.15 in the manner and form as detailed in
this RFP.
3.16.2 The Hard Copy of the bid should be submitted as per the guidelines mentioned in the
Section 3.14 and 3.15 of the RFP. A receipt thereof should be obtained from the authorized
official.
3.16.3 The Authority may, in its sole discretion, extend the Bid Due Date by issuing an
Addendum in accordance with Section 3.12 uniformly for all Bidders.
3.17
Late Bids
3.17.1 Bids cannot be submitted on e-tendering portal after the specified time on the Bid Due
Date. In such case, any attempt by the bidders to submit hard copies shall not be eligible
for consideration and shall be summarily rejected.
3.18
3.18.1 The Bidder may modify, substitute or withdraw its Bid submissions prior to Bid Due
Date. No Bid shall be modified, substituted or withdrawn by the Bidder on or after the
Bid Due Date.
3.18.2 The Hard Copy of the modification, substitution or withdrawal notice shall be prepared,
sealed, marked, and delivered in accordance with Section 3.15, with the envelopes being
additionally marked MODIFICATION, SUBSTITUTION or WITHDRAWAL, as
appropriate.
3.18.3 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.
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3.19
Validity of Bids
3.19.1 The Bids shall be valid for a period of not less than 180 (one hundred and eighty) days
from the Bid Due Date (the Bid Validity Period). The validity of Bids may be extended
by mutual consent of the respective Bidders and the Authority.
3.20
Confidentiality
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BID SECURITY
3.21
Bid Security
3.21.1 The Bidder shall furnish as part of its Bid, a Bid Security referred to in Section 1.2.6
hereinabove in the form of a bank guarantee issued by a nationalized bank, or a
Scheduled Bank in India having a net worth of at least Rs. 1,000 Crore, in favour of the
Authority in the format at Form A2 (the Bank Guarantee) and having a validity period
of not less than 60 days from the end of the Bid Validity Period, as the same may be
extended by mutual agreement 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 nationalized 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.
3.21.2 Any Bid not accompanied by the Bid Security shall be rejected by the Authority as nonresponsive.
3.21.3 Save and except as provided in Section 3.2 and 3.8 above, the Bid Security shall be
refundable not later than 60 (sixty) days end of the Bid Validity Period, except in the case
of the Highest Challenger Bidder, on acceptance of the Bid of the Selected Firm/
Consortium or when the Bidding Process is cancelled by the Authority.
3.21.4 The Selected Firm/ Consortiums Bid Security will be returned, without any interest,
upon the Bidder signing the Concession and Development Agreement (CADA).
3.21.5 The Authority shall be entitled to forfeit and appropriate the Bid Security as mutually
agreed genuine pre-estimated compensation / damages to the Authority in any of the
events specified in Section 3.2 and 3.8 herein below. The Bidder, by submitting its Bid
pursuant to this RFP, shall be deemed to have acknowledged and confirmed that the
Authority will suffer loss and damage on account of withdrawal of its Bid or for any other
default by the Bidder during the Bid Validity Period.
3.21.6 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:
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If a Bidder withdraws its Bid during the Bid Validity Period as specified in this RFP
and as extended by the Bidder from time to time;
In the case of Selected Firm/ Consortium, if it fails within the specified time limit to,
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EVALUATION OF BIDS
4.1
4.1.1
The Authority shall open the Bids at the specified time on the date and place specified in
Section 1.3 and 1.4 and in the presence of the Bidders who choose to attend.
4.1.2
Bids for which a notice of withdrawal has been submitted in accordance with Section 3.1
shall not be opened.
4.1.3
The Authority will subsequently examine and evaluate the Bids in accordance with the
provisions set out in this Section 4.
4.1.4
Bidders are advised that Eligibility of bidders will be entirely at the discretion of the
Authority. Bidders will be deemed to have understood and agreed that no explanation
or justification on any aspect of the Bidding Process or selection will be accepted.
4.1.5
Any information contained in the Bid shall not in any way be construed as binding on
the Authority, its agents, successors or assigns, but the same shall be binding against the
Bidder if the Project is subsequently awarded to it on the basis of such information.
4.1.6
The Authority reserves the right not to proceed with the Bidding Process at any time
without notice or liability and to reject any or all Bid(s) without assigning any reasons.
4.1.7
4.1.8
In the event that a Bidder claims credit for a project for purposes of Technical Eligibility,
and such claim is determined by the Authority as incorrect or erroneous, the Authority
shall reject such claim and exclude the same from the evaluation. Where any information
is found to be patently false or amounting to a material misrepresentation, the Authority
reserves the right to reject the Bid in accordance with the provisions of Section 5
4.1.9
To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek clarifications
in writing from any Bidder regarding its Bid.
4.1.10 After the evaluation of eligible bids, the Authority will announce a list of eligible bidders
for opening of commercial bids. At the same time, the Authority may notify the other
Bidders that they have not been selected. The Authority will not entertain any query or
clarification from Bidders who fail to qualify.
APCRDA
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4.2
4.2.1
Commercial bids are invited for the Project on the basis of the percentage Revenue Share
as mentioned in the OPP Proposal and the CADA document. The Revenue Share shall
constitute the sole criteria for evaluation of Commercial Bids.
4.3
4.3.1
it is received by the Bid Due Date including any extension thereof pursuant to Section
1.3;
it contains all the information (complete in all respects) as requested in this RFP
and/or Tender Documents (in formats same as those specified);
4.3.2
APCRDA
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4.3.3
4.3.4
The Bidder adjudged as responsive and eligible in terms of Section 4.3.2, and quoting
the highest Revenue Share offered to the Authority shall be declared as the Highest
Challenger Bidder (the Highest Challenger Bidder).
In the event that two or more Bidders quote the same amount of Revenue Share (the
"Tie Highest Challenger Bidders"), the Authority shall identify the Selected Firm/
Consortium by draw of lots, which shall be conducted, with prior notice, in the
presence of the Tie Bidders who choose to attend.
In the event that no Bidder participates in this RFP or no bidder becomes eligible or
the sole bidder/ all bidders withdraw, there would not be any Highest Challenger
Bidder.
APCRDA
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The Authority is putting the OPPs proposal for Challenge through the Swiss
Challenge Approach under APIDEA, 2001, to seek the best offer of percentage of
Revenue Share from qualified challenger bidders.
conditions of this RFP, the OPPs Commercial Bid envelope will be opened in
front of all eligible bidders and the OPP will be offered the opportunity to match
or better the bid received from the Highest Challenger Bidder, if such bid is
superior to that submitted by the OPP.
If (a) the offer of OPP is superior to the best bid received from challenging
bidders, or as the case may be (b) the OPP matches or betters the best bid
received from the challenging bidders (if such bid is superior to the offer of
OPP), then OPP will be selected for the development of the Start-up Area and
GoAP will issue Letter of Award (LOA) (the Letter of Award or LOA)to the
OPP and will enter into a Concession and Development Agreement (CADA)
with the SPV (ADP) formed by the OPP.
In all other cases the Highest Challenger Bidder that has submitted the best bid
will be selected for the development of the Start-up Area and GoAP will issue
Letter of Award (LOA) to the Highest Challenger Bidder and will enter into a
Concession and Development Agreement (CADA) with the SPV (ADP) formed
by the Highest Challenger Bidder.
In such an event OPP will be reimbursed the Proposal Preparation Cost as specified
in this bid document by the Authority. The Proposal Preparation Cost shall in
turn be paid by the Highest Challenger Bidder to theAuthority, pursuant to
which the GoAP will enter into a Concession and Development Agreement
(CADA) with the ADP (SPV formed by Highest Challenger bidder along with
CCDMC ), which will then implement the Project.
APCRDA
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4.3.5
4.3.5.1 After selection as per the process mentioned in this Section 4.3.4, the LOA shall be issued,
in duplicate, by the Authority to the Selected Firm/ Consortium and the Selected Firm/
Consortium shall, within 7 (seven) days of the receipt of the LOA, sign and return the
duplicate copy of the LOA in acknowledgement of acceptance by it of the terms and
conditions contained in the LOA. In the event the duplicate copy of the LOA duly signed
by the Selected Firm/ Consortium 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.
APCRDA
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4.4
4.4.1
Proposal Preparation Cost (the Proposal Preparation Cost) is the costs that the
Authority shall reimburse the Original Project Proponent (OPP), in the event the OPP is
not awarded the Project through the Swiss Challenge Approach. The Proposal
Preparation Cost shall in turn be paid by the selected firm/ consortium (Highest
Challenger Bidder) to the Authority before the signing of CADA. The
Proposal
Preparation Cost approved by the Government of Andhra Pradesh vide GO MS No. 170,
MA&UD(CRDA-2) Department dated 04-07-2016 is INR 7.5 Crore.
4.5
Clarifications
4.5.1
To facilitate the evaluation of bids, the Authority may, at its sole discretion, seek
clarifications from any bidder regarding its bid. Such clarification(s) shall be provided
within the time specified by the Authority for this purpose. Any request for
clarification(s) and all clarification(s) in response thereto shall be in writing to the email
id mentioned in the Section-3.14.7.
4.5.2
If a bidder does not provide clarifications sought under Section 4.6 within the prescribed
time, its bid submissions shall be liable to be rejected. In case the submitted bid is not
rejected, the Authority may proceed to evaluate the bid by construing and interpreting
the particulars requiring clarification as per its understanding, and the bidder shall be
barred from subsequently questioning such interpretation of the Authority.
4.6
APCRDA
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4.7
Confidentiality
Information relating to the examination, clarification, evaluation, and recommendation
for the short-listed qualified 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 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/Governmental entity that has the power under law to require its disclosure
or such disclosure is required to enforce or assert any right or privilege of any statutory
or Governmental entity and/ or the Authority or such disclosure is required by law or
in connection with any legal process.
4.8
APCRDA
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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 and Development Agreement (CADA).
Notwithstanding anything to the contrary contained herein, or in the LOA or the Concession and
Development Agreement (CADA), the Authority shall reject a Bid, withdraw the LOA, or
terminate the Concession and Development Agreement (CADA), as the case may be, without
being liable in any manner whatsoever to the Bidder or Concessionaire, as the case may be, if it
determines that the Bidder or Concessionaire, as the case may be, has, directly or indirectly or
through an agent, engaged in corrupt practice, fraudulent practice, coercive practice, undesirable
practice or restrictive practice in the Bidding Process. In such an event, the Authority shall forfeit
and appropriate the Bid Security as mutually agreed genuine pre-estimated compensation and
damages payable to the Authority towards, 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.
Without prejudice to the rights of the Authority hereinabove and the rights and remedies which
the Authority may have under the LOA or the Concession and Development Agreement
(CADA), 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 and
Development Agreement (CADA), 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.
For the purposes of this Section 5, the following terms shall have the meaning hereinafter
respectively assigned to them:
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, employee,
agent or adviser 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
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concerning the Project; or (iii) any violation of the (Indian) Prevention of Corruption
Act, 1988, as amended from time to time
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
APCRDA
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PRE-BID CONFERENCE
Pre-Bid conferences of the Bidders shall be convened at the designated date, time and place. Only
representatives of registered bidders (single firms or consortiums who have collected the OPP
documents) can attend the pre-bid conference. . A maximum of three representatives of each
Bidder shall be allowed to participate on production of authority letter from the Bidder.
During the course of Pre-Bid conferences, 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.
The Bidders should note that any verbal response or information provided by the Authority
during the Pre-Bid Conference is only for the information of the bidders and shall not constitute
a part of the Tender Documents. The Bidders are encouraged to submit their queries as per the
set procedure which would be answered by the Authority.
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MISCELLANEOUS
The Bidding Process shall be governed by, and construed in accordance with, the laws of India
and the Courts at Andhra Pradesh shall have exclusive jurisdiction over all disputes arising
under, pursuant to and/ or in connection with the Bidding Process.
The Authority, in its sole discretion and without incurring any obligation or liability, reserves
the right, at any time, to;
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;
retain any information and/ or evidence submitted to the Authority by, on behalf of,
and/ or in relation to any Bidder; and/ or
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.
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 this RFP including from the exercise of any rights and/ or performance of any obligations
hereunder, pursuant hereto and/ or in connection herewith and waives any and all rights and/
or claims it may have in this respect, whether actual or contingent, whether present or future.
APCRDA
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BIDDING FORMS
8.1
APCRDA
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[On the Letter Head of the Bidder (in case of Single Bidder) or Lead Member
(in case of a Consortium)]
Date:
The Commissioner
Andhra Pradesh Capital Region Development Authority
Lenin Centre, Governorpet,
Vijayawada 520 002
Andhra Pradesh, India
Request for Proposal (RFP) for Development of 6.84 sq. km. Start-up Area of Amaravati
Capital city on Public Private Partnership (PPP) Mode through Swiss Challenge Approach
under the APIDEA, 2001
Dear Sir,
With reference to your RFP document dated .., I/we, having examined the RFP document
and understood its contents, hereby submit my/our Bid for the aforesaid project. The Bid is
unconditional and unqualified.
This statement is made for the express purpose of applying as a Bidder for the
aforesaid Project.
I/ We shall make available to the Authority any additional information it may find
necessary or require to supplement or authenticate the Bid.
I/ We acknowledge the right of the Authority to reject our Bid without assigning any
reason or otherwise and hereby waive, to the fullest extent permitted by applicable
law, our right to challenge the same on any account whatsoever.
APCRDA
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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.
I/ We declare that:
I/ We have examined and have no reservations to the RFP document, including any
Addendum issued by the Authority;
I/ We do not have any conflict of interest in accordance with Section 3.1 of the RFP
document;
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 Section 5 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
I/ We hereby certify that we have taken steps to ensure that in conformity with the
provisions of Section 5 of the RFP document, no person acting for us or on our behalf
has engaged or will engage in any corrupt practice, fraudulent practice, coercive
practice, undesirable practice or restrictive practice.
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
Section 7 of the RFP document.
I/ We believe that we/ our Consortium satisfy(s) the Technical and Financial
Eligibility criteria and meet(s) all the requirements as specified in the RFP document.
I/ We declare that we/ any Member of the Consortium, or our/ its Associates are not
a Member of a/ any other Consortium applying for RFP.
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 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.
APCRDA
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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.
I/ We further certify that we are qualified to submit a Bid in accordance with the
guidelines for qualification of bidders seeking to acquire stakes in Public Sector
Enterprises through the process of disinvestment issued by the GOI vide Department
of Disinvestment OM No. 6/4/2001-DD-II dated 13th July, 2001 which guidelines
apply mutatis mutandis to the Bidding Process. A copy of the aforesaid guidelines
form part of the RFP at Appendix 1 thereof.
I/We further certify that we/ any Member of the Consortium or any of our/ their
Associates are not barred by the Central Government or State Government or any
entity controlled by it, from participating in any project, and no bar subsists as on the
date of Bid.
I/ We undertake that in case due to any change in facts or circumstances during the
Bidding Process, we are attracted by the provisions of disqualification in terms of the
provisions of this RFP, we shall intimate the Authority of the same immediately.
The Statement of Legal Capacity as per format provided at Form A9 of the RFP
document, and duly signed, is enclosed. The power of attorney for signing of Bid and
the power of attorney for Lead Member of consortium, as per format provided at Form
A3 and A4 respectively of the RFP, are also enclosed.
I/ We understand that the selected Firm/ Consortium shall incorporate an SPV under
the Indian Companies Act, 1956/2013 by signing the SHA with CCDMC, prior to
execution of the CADA.
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
selection/ Bidding Process itself, in respect of the above mentioned Project and the
terms and implementation thereof.
I/ We agree and undertake to abide by all the terms and conditions of the RFP
document.
In witness thereof, I/ we submit this Bid under and in accordance with the terms of the RFP
document.
APCRDA
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Date:
Place:
APCRDA
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B.G. No.
Dated:
A Bidder who is registered abroad may substitute the words, viz. a company registered under the
Companies Act, 1956/2013 by the words, viz. a company duly organized and validly existing under the
laws of the jurisdiction of its incorporation. A similar modification may be made in Recital 2, as necessary.
APCRDA
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Page 71 of 120
APCRDA
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POWER OF ATTORNEY
APCRDA
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Notes:
To be executed by the sole Bidder or the Lead Member in case of a Consortium as the
case may be.
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 Bid 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 Bid.
For a Power of Attorney executed and issued overseas, the document will also have
to be legalised by the Indian Embassy and notarised in the jurisdiction where the
Power of Attorney is being issued. However, the Power of Attorney provided by
Bidders from countries that have signed the Hague Legislation Convention 1961 are
not required to be legalised by the Indian Embassy if it carries a conforming Apostille
certificate.
APCRDA
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POWER OF ATTORNEY
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 Consortiums bid for the
Project and its execution.
Page 75 of 120
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.
APCRDA
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(Executants)
(To be executed by all the Members of the Consortium)
Note:
The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant(s) and when it is so required the same should be under common seal affixed
in accordance with the required procedure.
Also, wherever required, the Bidder should submit for verification the extract of the
charter documents and documents such as a board or shareholders resolution/
power of attorney in favour of the person executing this Power of Attorney for the
delegation of power hereunder on behalf of the Bidder.
For a Power of Attorney executed and issued overseas, the document will also have
to be legalised by the Indian Embassy and notarised in the jurisdiction where the
Power of Attorney is being issued. However, the Power of Attorney provided by
Bidders from countries that have signed the Hague Legislation Convention 1961 are
not required to be legalised by the Indian Embassy if it carries a conforming Apostille
certificate.
APCRDA
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AND
2.
AND
3.
A Bidder who is registered abroad may substitute the words, viz. a company registered under the
Companies Act, 1956/2013 by the words, viz. a company duly organized and validly existing under the
laws of the jurisdiction of its incorporation. A similar modification may be made in Recital 2, as necessary.
APCRDA
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(B)
The Parties are interested in jointly bidding for the Project as members of a Consortium
and in accordance with the terms and conditions of the RFP document and other bid
documents in respect of the Project, and
(C)
It is a necessary condition under the RFP document that the members of the Consortium
shall enter into a Joint Bidding Agreement and furnish a copy thereof with the Bid.
2.
Consortium
2.1
The Parties do hereby irrevocably constitute a consortium (the Consortium) for the
purposes of jointly participating in the Bidding Process for the Project.
2.2
The Parties hereby undertake to participate in the Bidding Process only through this
Consortium and not individually and/ or through any other consortium constituted for
this Project, either directly or indirectly or through any of their Associates.
3.
Covenants
The Parties hereby undertake that in the event the Consortium is declared the Successful
Bidder and awarded the Project, it shall incorporate a special purpose vehicle (the SPV)
as Joint Venture between the Successful Bidder (58%) and the CCDMC (42%) under the
Indian Companies Act, 2013 and execute the Concession and Development Agreement
(CADA) with the Authority and Shareholders Agreement (SHA) with CCDMC.
APCRDA
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Party of the First Part shall be the Lead member of the Consortium and shall have the
power of attorney from all Parties for conducting all business for and on behalf of the
Consortium during the Bidding Process and until the signing of CADA and SHA;
Party of the Third Part shall be the {Member of the Consortium; and}
5.
5.1
The Parties agree that the proportion of shareholding among the Parties in the SPV shall
be as follows:
First Party:
Second Party:
{Third Party:}
5.2
The Parties undertake that a minimum of 26% (twenty-six per cent) each of the subscribed
and paid up equity share capital of the SPV/ ADP shall be held by the Parties of the First,
{Second and Third} Part whose Technical and Financial Eligibility have been reckoned
for the purposes of qualification of Bidders for the Project in terms of the RFP.
5.3
The Parties undertake to adhere to the provisions of the Change in Ownership as per
Section 3.4 of the RFP document.
5.5
The Parties undertake that replacement of any Member of the Consortium shall be as per
the provisions of the APIDEA.
5.5
The Parties undertake that they shall comply with all equity lock-in requirements set forth
in the SHA and CADA.
6.
Such Party is duly organised, validly existing and in good standing under the laws of
its incorporation and has all requisite power and authority to enter into this
Agreement;
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The execution, delivery and performance by such Party of this Agreement has been
authorised by all necessary and appropriate corporate or governmental action and a
copy of the extract of the charter documents and board resolution/ power of attorney
in favour of the person executing this Agreement for the delegation of power and
authority to execute this Agreement on behalf of the Consortium Member is annexed
to this Agreement, and will not, to the best of its knowledge:
a. require any consent or approval not already obtained;
b. violate any Applicable Law presently in effect and having applicability
to it;
c. violate the memorandum and articles of association, by-laws or other
applicable organisational documents thereof;
d. violate any clearance, permit, concession, grant, license or other
governmental authorisation, approval, judgement, order or decree or
any mortgage agreement, indenture or any other instrument to which
such Party is a party or by which such Party or any of its properties or
assets are bound or that is otherwise applicable to such Party; or
e. create or impose any liens, mortgages, pledges, claims, security interests,
charges or encumbrances or obligations to create a lien, charge, pledge,
security interest, encumbrances or mortgage in or on the property of such
Party, except for encumbrances that would not, individually or in the
aggregate, have a material adverse effect on the financial condition or
prospects or business of such Party so as to prevent such Party from
fulfilling its obligations under this Agreement;
this Agreement is the legal and binding obligation of such Party, enforceable in
accordance with its terms against it; and
there is no litigation pending or, to the best of such Party's knowledge, threatened to
which it or any of its Associates is a party that presently affects or which would have
a material adverse effect on the financial condition or prospects or business of such
Party in the fulfilment of its obligations under this Agreement.
7.
Termination
This Agreement shall be effective from the date hereof and shall continue in full force and
effect until the signing of the SHA and CADA, in case the Project is awarded to the
Consortium. However, in case the Consortium does not get selected for award of the
Project, the Agreement will stand terminated upon return of the Bid Security by the
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Miscellaneous
8.1
8.2
The Parties acknowledge and accept that this Agreement shall not be amended by the
Parties without the prior written consent of the Authority.
SECOND PART
(Signature)
(Signature)
(Name)
(Name)
(Designation)
(Designation)
(Address)
(Address)
APCRDA
2.
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Anti-Collusion Certificate
We hereby certify and confirm that in the preparation and submission of this Bid, we have not
acted in concert or in collusion with any other Bidder or other person(s) and also not done any
act, deed or thing which is or could be regarded as anti-competitive, restrictive or monopolistic
trade practice.
We further confirm that we have not offered nor will offer any illegal gratification in cash or kind
to any person or agency in connection with the instant Bid.
__________________________________
Signature of the Authorised Person
__________________________________
Name of the Authorised Person
Note:
APCRDA
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We have read and understood the Bid Document in respect of the captioned project provided to
us by APCRDA.
We hereby agree and undertake as under:
APCRDA
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I, the undersigned, do hereby certify that all the statements made in the Bid are true
and correct
The undersigned also hereby certifies that neither our firm M/s. nor any
of its directors / constituent partners have abandoned any work in India and / abroad
nor any contract awarded to us for such works have been terminated for reasons
attributed to us, during last five years prior to the date of this bid nor have been barred
by any agency of GOI or GOAP or any foreign Government or its agencies from
participating in any projects of BOT or otherwise
The undersigned hereby authorize(s) and request(s) any bank, person, firm or
corporation to furnish pertinent information deemed necessary as requested by
APCRDA to verify this statement or regarding my (our) competence and general
reputation
The undersigned understands and agrees that further qualifying information may be
requested, and agrees to furnish any such information at the request of the APRCDA
Signed by an authorized officer of the firm
Designation of officer
Name of Firm
Date
APCRDA
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We hereby confirm that we/ our members in the Consortium (constitution of which has been
described in the Bid) satisfy the terms and conditions laid out in the RFP document.
We have agreed that (insert members name) will act as the Lead Member of
our consortium. We have agreed that .. (insert individuals name) will act as our
representative/ will act as the representative of the consortium on its behalf and has been duly
authorized to submit the RFP. Further, the authorized signatory is vested with requisite powers
to furnish such letter and authenticate the same.
Thanking you,
Yours faithfully,
APCRDA
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8.2
Eligibility Submission
APCRDA
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FOR
PROVIDING
INFORMATION
RELATED
TO
TECHNICAL
The Bidder/ Member/ Associate shall submit its financial statements as per IFRS.
The Statutory Auditor issuing the certification for Technical Eligibility of the Bidder
must hold a valid Certificate of Practice.
GUIDELINES
ELIGIBILITY
FOR
PROVIDING
INFORMATION
RELATED
TO
FINANCIAL
The Bidder should provide the Financial Eligibility based on its own audited financial
statements. Financial Eligibility of the Bidder's parent company or its subsidiary or
any associate company (who are not Members of the Consortium) will be considered
for computation of the Financial Eligibility of the Bidder.
The Bidder shall provide audited Annual Reports as required under this Bid
Document. For a Consortium, audited Annual Reports of all Members shall be
provided.
APCRDA
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(a) Name
(b) Country of Incorporation
(c) Address of the corporate headquarters and its branch office (s), if any, in India
(d) Date of incorporation and / or commencement of business
Brief description of the Company including details of its main lines of business and
proposed roles and responsibilities in this Project.
Particulars of individual(s) who will serve as the point of contact/ communication for the
Bidder:
(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Telephone No:
(f) E-mail Address:
(g) Fax No:
In case of Consortium:
APCRDA
Page 89 of 120
The information above (1-4) should be provided for all the Members of the
Consortium
Information regarding role of each Member should be provided as per table below
Sl.
No.
Name
Member
of
Percentage of
Consortium
equity
in
the
1
2
3
The following information shall also be provided for the Bidder, including each
Member of the Consortium:
Name of Bidder/ member of Consortium:
No.
Criteria
1.
2.
3.
Yes
No
A statement by the Bidder and each of the Members of its Consortium (where applicable) or
any of their Associates disclosing material non-performance or contractual non-compliance
APCRDA
Page 90 of 120
APCRDA
Page 91 of 120
Units
t1
t2
t3
Tota
.. .. l
1 Name of Project
2 Location of Project
All
Hectare A
s
APCRDA
Page 92 of 120
Units
Sq. ft.
Sq. ft.
t1
t2
t3
Tota
.. .. l
Mix
12 Extent of Built-up Area within the
area developed
13 Extent of Built-up Area Marketed
14 Current employment generated
Yes/No D
Note:
The information mentioned in the Form B2 shall be certified as per the requirements
specified in the Section 3.1.2.2.
The formats for such certifications are included in Form B3 and B4.
Any additional supporting information for the Form B2 may be separately appended
by the bidders.
Provide details of only those projects that have been undertaken by the Bidder under
its own name and/ or by an Associate specified in Section 3.1.
The Project Experience Form shall be filled in accordance with the guidelines provided
in Section 8.2 above.
APCRDA
Page 93 of 120
The above stated experience shall also be duly certified by a Statutory Auditor in the
format provided as Form B4.
The Bidder should provide details for each of the Projects separately.
APCRDA
Page 94 of 120
<The bidder is free to use a convenient format for this certificate as per the following guidelines>
Specify the details of the project such as Area, BUA, Development period, Employment
created, Joint Venture with Govt./ Govt. entity, time period of project development and
other applicable aspects to establish the eligibility requirements specified in Section
3.1.2.2
1.
APCRDA
Page 95 of 120
Based on its books of accounts and other published information authenticated by it, this is to
certify that ______________ (name of the Bidder/ Member/ Associate) is/ was an equity shareholder
in _______ (title of the project company) and holds/ held Rs. cr. (Rupees
.. crore) of equity (which constitutes ..% of the total paid up and
subscribed equity capital) of the project company from ... (date) to .. (date).
Note:
The information mentioned in the Form B2 shall be certified as per the requirements
specified in the Section 3.1.2.2.
The formats for such certifications are included in Form B3 and B4.
Any additional supporting information for the Form B2 may be separately appended
by the bidders.
APCRDA
Page 96 of 120
Provide details of only those projects that have been undertaken by the Bidder under
its own name and/ or by an Associate specified in Section 3.1.
The Project Experience Form shall be filled in accordance with the guidelines provided
in Section 8.2 above.
The above stated experience shall also be duly certified by a Statutory Auditor in the
format provided as Form B4.
The Bidder should provide details for each of the Projects separately.
APCRDA
Page 97 of 120
Net Worth
(Rs. Crore)
Bidder Type
Year ..
Year ..
Year
Year
TOTAL
CA
Single Entity
Bidder
Consortium
Member 1
Consortium
Member 2
Consortium
Member 3
TOTAL
APCRDA
Page 98 of 120
The information mentioned in the Form B5 shall be certified as per the requirements
specified in the Section 3.1.2.3.
The Bidder should provide details of its own Financial Eligibility or of an Associate
specified in Section 3.1.
The Bidder/ its constituent Consortium Members shall attach copies of the balance
sheets, financial statements and Annual Reports for 3 (three) years preceding the Bid
Due Date. The financial statements shall:
reflect the financial situation of the Bidder or Consortium Members and its/
their Associates where the Bidder is relying on its Associates financials;
Net Worth shall mean (Subscribed and Paid-up Equity + Reserves) less (Revaluation
reserves + miscellaneous expenditure not written off + reserves not available for
distribution to equity shareholders).
In case the Bid Due Date falls within 3 (three) months of the close of the latest financial
year, refer to Clause 3.1.2.3.
The Bidder shall provide an Auditors Certificate specifying the Net Worth and Net
Cash Accrual of the Bidder and also specifying the methodology adopted for
calculating such Net Worth and Net Cash Accrual in accordance with Clause 3.1.2.3
of the RFP document.
Form B6
APCRDA
Page 99 of 120
This is to certify that M/s ____________________ (Name of the Bidder) has Net Worth and Cash
Accruals (calculated in accordance with the RFP Document) as set out in the following tables:
Net Worth and Net Cash Accruals
SN
Year
Year
Year .
TOTAL
Depreciation
Net Worth
4
Reserves
Revaluation reserves
Miscellaneous expenditure
not written off
10
APCRDA
Note:
The information mentioned in the Form B5 shall be certified as per the requirements
specified in the Section 3.1.2.3.
The Bidder should provide details of its own Financial Eligibility or of an Associate
specified in Section 3.1.
The Bidder/ its constituent Consortium Members shall attach copies of the balance
sheets, financial statements and Annual Reports for 3 (three) years preceding the Bid
Due Date. The financial statements shall:
reflect the financial situation of the Bidder or Consortium Members and its/
their Associates where the Bidder is relying on its Associates financials;
Net Worth shall mean (Subscribed and Paid-up Equity + Reserves) less (Revaluation
reserves + miscellaneous expenditure not written off + reserves not available for
distribution to equity shareholders).
APCRDA
In case the Bid Due Date falls within 3 (three) months of the close of the latest financial
year, refer to Clause 3.1.2.3.
The Bidder shall provide an Auditors Certificate specifying the Net Worth and Net
Cash Accrual of the Bidder and also specifying the methodology adopted for
calculating such Net Worth and Net Cash Accrual in accordance with Clause 3.1.2.3
of the RFP document.
APCRDA
$ In the event that the Bidder/ Consortium Member exercises control over an
Associate by operation of law, this certificate may be suitably modified and copies of
the relevant law may be enclosed and referred to.
APCRDA
8.3
Commercial Bid
APCRDA
Date:
The Commissioner
Andhra Pradesh Capital Region Development Authority
Dear Sir,
With reference to your Tender Documents No. .. dated .., I/we, having
examined the Tender Documents and understood their contents, hereby submit my/our
Commercial Bid in accordance with the Tender Documents. My/our Bid is
unconditional and unqualified.
I/we propose to pay to APCRDA, ____% (in figures) ___________ (in words) of Gross
Sales Revenue i.e., the entire undisputed amount received by Amaravati Development
Partner (ADP) from sale of developed plots of land or any upfront lease premium received by
ADP for long term lease of developed plots, in favour of third party (ies), in accordance with
the Concession and Development Agreement.
Date:
Place:
Yours faithfully,
(Signature, name and designation of the Authorized signatory)
Name and seal of Bidder/Lead Member
APCRDA
APCRDA
APCRDA
10
SHAREHOLDERS AGREEMENT
APCRDA
11
These documents are uploaded separately on the e-Tendering Portal along with this RFP.
APCRDA
PART 4 APPENDICES
APCRDA
12
APPENDICES
APCRDA
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:
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.
In regard to matters relating to the security and integrity of the country, any chargesheet by an agency of the Government/ conviction by a Court of Law for an offence
committed by the bidding party or by any sister concern of the bidding party would
result in disqualification. The decision in regard to the relationship between the sister
APCRDA
In both (a) and (b), disqualification shall continue for a period that Government deems
appropriate.
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.
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.
APCRDA
E-TENDERING INSTRUCTIONS
Following are guidelines for the submission of bids on the APeProcurement portal,
ACCESSING AND DOWNLOADING TENDER DOCUMENTS
The tender documents as defined in the RFP comprising of the RFP, the OPP Proposal, the
Contract documents and their addenda can be downloaded from the following link
https://tender.apeprocurement.gov.in/login.html
Interested bidders/ parties can download the aforementioned documents from the portal by
clicking on More as indicated below
APCRDA
Following are the instructions for the installation of Digital Signature Certification
http://www.apeprocurement.gov.in/downloads/DSC-InstallationProcess.pdf
For any queries pertaining to the Digital Signature Certificate you may write to
Amaravati.ppp@apcrda.org with the details of contact details of concerned person.
2. Registration on the APeProcurement Portal
After securing Digital Signature Certificate the first time bidders are supposed to register
their firms on the portal as per the instructions mentioned in the following link,
http://www.apeprocurement.gov.in/downloads/supplier-registration.pdf
3. Technical Guide for accessing - www.apeprocurement.gov.in
http://www.apeprocurement.gov.in/downloads/technical-guidelines.pdf
UPLOADING OF BIDS
Instructions for the upload of the bidding documents.
1. Login to the APeProcurement portal using bidders Login, Password and Digital
Signature Certificate (Key)
2. Search for the tender after logging in, the bidder needs to click on the Submit bid icon
to open the bid submission page
3. The process begins with bidder information screen, wherein the bidders need to be
update the information entered at the time of registration (if required). After this the
bidder to click on Save and continue button.
APCRDA
4. Bidder to enter the EMD bank guarantee details, followed by online payment of
Transaction fee to APTS (the provider of eProcurement services). After this the bidder
to click on Save and continue button.
5. Subsequent to this the Bidder needs to enter the details of the Demand Draft to be
submitted as Bid Processing Fee. After this the bidder to click on Save and continue
button.
6. Followed by this the bidders need to upload each of the forms included in the Part-1
of the bid Supporting Documents to the bid against the Required Documents
list in the portal.
After this the bidder to click on Save and continue button which re-directed to a
page for uploading the Eligibility submission and entering the quote for the
Commercial bid.
APCRDA
Post which the bidder to compress (zip/ rar etc.) all the Forms and Supporting
documents to be submitted for establishing the Eligibility as per the RFP and upload
the compressed against the upload link, as indicated in the representative snapshot
below.
After this bidder to click on the Previous button to go back to the previous screen
to enter the quote for the Commercial Bid.
8. For the submission of the Commercial bid the bidder needs click on the link against
the Commercial Bid stage as indicated in representative snapshot below.
APCRDA
This will take the bidder to an online form which is similar to the Form C included in
the RFP. The bidder needs to enter their Commercial quote (in both figures and
words) and other details (if any) and click on Update for submission.
9. This redirects the bidder to the previous screen post which the bidder needs to click
on the Save and continue. This takes the bidder to the final submission screen
wherein the bidder needs to click on Final Bid Submission button.
10. The bidders can follow same steps to edit their submissions as many times as they
require until the closing of the bidding period as indicated in the RFP.
APCRDA
INFRASTRUCTURE SPECIFICATIONS
APCRDA