Urban Program

TELANGANA STATE INDUSTRIAL INFRASTRUCTURE CORPORATION
LIMITED (TSIIC)
REQUEST FOR PROPOSAL (RFP)
FOR
DEVELOPMENT OF URBAN STREET

INFRASTRUCTURE FOR ISB ROAD FROM DLF
CIRCLE TO VARUN MOTORS, HYDERABAD,
TELANGANA ON PUBLIC PRIVATE PARTNERSHIP
(PPP) MODE UNDER IALA NANAKRAMGUDA
TELANGANA STATE INDUSTRIAL INFRASTRUCTURE CORPORATION

6
TH
FLOOR, PARISRAMA BHAVAN, FATEH MAIDAN ROAD, BASHEERBAGH,
HYDERABAD, TELANGANA 500004
PHONE No- 040-23237625
WWW.TSIIC.TELANGANA.GOV.IN
February 2019
DEVELOPMENT OF URBAN STREET INFRASTRUCTURE FOR ISB ROAD FROM DLF CIRCLE TO VARUN MOTORS,
HYDERABAD, TELANGANA ON PPP MODE UNDER IALA NANAKRAMGUDA
Request For Proposal - Volume I: Instructions to Bidders February 2019
REQUEST FOR PROPOSAL (RFP)
VOLUMES DETAILS
Volume I Instructions to Bidders (ITB)
Volume II Development Controls (DC) & Technical Specifications
(TS)
Volume III Formats for Bid Submission (FBS)
Volume IV Draft Concession Agreement
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VOLUME - I: INSTRUCTIONS TO BIDDERS (ITB)
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TABLE OF CONTENTS
DISCLAIMER .................................................................................................................. 6
1.0 INTRODUCTION .................................................................................................... 9
2.0 BID SUMMARY ..................................................................................................... 13
3.0 DEFINITIONS AND INTERPRETATIONS .................................................... 23
4.0 GENERAL INFORMATION AND INSTRUCTIONS ..................................... 27
5.0 BIDDING PROCESS ............................................................................................ 42
6.0 PREPARATION AND SUBMISSION OF BIDS ............................................. 43
7.0 BID OPENING AND EVALUATION ................................................................. 46
8.0 AWARD OF PROJECT/ SIGNING OF CONCESSION AGREEMENT ...... 51
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SCHEDULE OF BIDDING PROCESS
Event Description Scheduled Date & Time

RFP Download Start Date 20.02.2019 from 02.00 PM onwards
04.00 PM on 27.02.2019 at TSIIC Limited,
6th Floor, Parisrama Bhavan, Fateh Maidan
Pre bid meeting/conference road, Basheerbagh, Hyderabad, Telangana
500004.
Phone No- 040-23237625
RFP Download End Date Before 1:00 PM on 05.03.2019
5:00 PM on 05.03.2019 at TSIIC Limited,
Last Date & Time for receipt of Bids
road, Basheerbagh, Hyderabad, Telangana
500004.
3:00 PM on 06.03.2019 at TSIIC Limited,
Technical Bid Opening
road, Basheerbagh, Hyderabad, Telangana
500004.
Commercial Bid Opening Shall be intimated to qualified bidders
The above schedule is tentative. TSIIC reserves the right to modify the said schedule of
Bidding Process at any time during the Bidding Process at its sole discretion without
assigning any reason or being liable for the same in any manner whatsoever.
Further TSIIC reserves the right to hold, in its sole and absolute discretion, more than
one pre-bid conference or hold one or more consultation meetings with the interested
parties/bidders and in such event the above schedule shall stand modified and
amended.
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DISCLAIMER
1. The information contained in this Request for Proposal document (the “RFP”) or
subsequently provided to the interested parties/ Bidder(s)(hereinafter defined),
whether verbally or in documentary or any other form by or on behalf of the Telangana
State Industrial Infrastructure Corporation Limited (“TSIIC”/ the “Authority”) or any
of its employees, representatives, advisors or consultants is provided to Bidder(s) on
the terms and conditions set out in this RFP and such other terms and conditions
subject to which such information is provided.
2. This RFP contains brief information about the project for “Development of Urban
Street Infrastructure for ISB road from DLF circle to Varun Motors,
Hyderabad, Telangana on Public Private Partnership (PPP) Format under
IALA Nanakramguda” on DBFOT basis by a private participant, being the Preferred
Bidder/Concessionaire, selected through a competitive Bidding Process (hereinafter
defined), pursuant to this RFP. The purpose of this RFP is to provide the interested
parties/Bidders with information that may be useful to them in the formulation of their
proposals/ bids (including Commercial Bids) (the “Bids”/”Proposals”) pursuant to this
RFP and for no other purpose.
3. TSIIC may in its absolute discretion, but without being under any obligation to do so,
update, amend or supplement the information in the RFP. The information that TSIIC
is in a position to furnish is limited to this RFP and the information available at the
contact addresses given in the RFP, along with any amendments/clarifications thereon.
4. This RFP is not an Agreement and is neither an offer nor an invitation by TSIIC to the
prospective Bidders or any other person but is merely informatory in nature. The
information contained in the RFP or subsequently provided to Bidders, whether
verbally or in documentary form by or on behalf of TSIIC/ the Project Advisor/ their
Consultants/ any of their employees, is provided to the Bidders on the terms and
conditions set out in the RFP and any other terms and conditions subject to which such
information is provided. The terms on which the Project is to be developed and the
right of the Preferred Bidder/Concessionaire shall be as set out in a separate definitive
agreement i.e. a Concession Agreement to be entered into by the concerned parties
later. This RFP includes statements, data and information which reflect various
assumptions and assessments arrived at by the TSIIC in relation to the Project. Such
data, information, assumptions, assessments and statements do not purport to contain
all the information that each Bidder may require. The purpose of the RFP is to provide
the Bidder(s) with information to assist the formulation of their Bids. The RFP does not
purport to contain all the information each Bidder may require. The RFP may not be
appropriate for all persons, and it is not possible for TSIIC, their employees,
representatives or consultants to consider the investment objectives, financial situation
and particular needs of each eligible party who reads or uses the RFP.
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5. The Bidder shall bear all its costs associated with or relating to the preparation and
submission of its Bid including but not limited to preparation, copying, postage,
delivery fees, expenses associated with any demonstrations or presentations which
may be required by the Authority or any other costs incurred in connection with or
relating to its Bid. All such costs and expenses will remain with the Bidder and the
Authority shall not be liable in any manner whatsoever for the same or for any other
costs or other expenses incurred by a Bidder in preparation or submission of the Bid,
regardless of the conduct or outcome of the Bidding Process.
6. Each Bidder should check the accuracy, reliability and completeness of the information
provided in the RFP and wherever necessary, obtain independent advice from
appropriate sources. TSIIC/ Project Advisors, their employees, consultants or
representatives make no representation or warranty and shall incur no liability under
any law, statute, rules or regulations as to the accuracy, reliability or completeness of
the RFP. Each Bidder should conduct its own studies and analysis and is advised to
collect and obtain any other information that may be necessary for preparing the Bid,
at its own responsibility. The Bidder shall be deemed to have satisfied himself before
submitting his Bid, as to the risks, contingencies and all other circumstances, which
may influence or affect his Bid.
7. For the avoidance of doubt, in case a Bidder places reliance on any aforesaid
assumptions, assessments, statements, data and information furnished by
TSIIC/Project Advisors and/or its consultants, representatives, employees, in this RFP
or under any project report etc. then the same shall not in any manner bind/make
liable TSIIC/Project Advisors and/or its consultants, employees or representatives, to
indemnify the Bidder in respect of any loss/damage/costs whatsoever arising out of or
in connection with such reliance placed by the Bidder on the aforesaid assumptions,
assessments, statements, data and information.
8. Information provided in this RFP to the Bidder(s) is on a wide range of matters, some
of which may depend upon interpretation of law. The information given is not intended
to be an exhaustive account of statutory requirements and should not be regarded as
a complete or authoritative statement of law. TSIIC accepts no responsibility for the
accuracy or otherwise for any interpretation or opinion on law expressed herein.
9. The possession or use of this RFP in any manner contrary to any applicable law is
expressly prohibited. The Bidders shall inform themselves concerning, and shall
observe any applicable legal requirements. The information does not purport to be
comprehensive or to have been independently verified. Nothing in this RFP shall be
construed as legal, financial or tax advice.
10. TSIIC/Project Advisors, its employees, advisors or consultants make no representation

or warranty and shall have no liability to any person, including any Bidder under any
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law, statute, rules or regulations or tort, principles of restitution or unjust enrichment

or otherwise for any loss, damages, cost or expense which may arise from or be
incurred or suffered on account of anything contained in this RFP or otherwise,
including the accuracy, adequacy, correctness, completeness or reliability of the RFP
and any assessment, assumption, statement or information contained therein or
deemed to form part of this RFP or arising in any way for participation in this Bid
Stage. Neither the information in this RFP nor any other written or oral information in
relation to the Bidding Process for implementing the Project or otherwise is intended to
form the basis of or the inducement for any investment activity or any decision to
enter into any contract or arrangement in relation to the Project and should not be
relied as such.
11. TSIIC/Project Advisors and also its advisors/ consultants/representatives/ employees

accept no liability of any nature whether resulting from negligence or otherwise,
howsoever caused, arising from reliance of any Bidder upon the statements contained
in this RFP.
12. The issue of this RFP does not imply that the TSIIC is bound to select a Preferred
Bidder or to appoint the Preferred Bidder (hereinafter defined) or Concessionaire, as
the case may be, for the Project and TSIIC reserves the right to reject all or any of the
Bidders or Bids at any stage of the Bidding Process without assigning any reason
whatsoever including the right to close the selection process or annul the Bidding
Process at any time, without incurring any liability or being accountable to any
person(s) in any manner whatsoever. Mere submission of a responsive Bid does not
ensure selection of the Bidder as Preferred Bidder or Concessionaire.
13. The Bidders are prohibited from any form of collusion or arrangement in an attempt to
influence the selection and award process of the Bid. Giving or offering of any gift,
bribe or inducement or any attempt to any such act on behalf of the Bidder towards
any officer/employee/ advisor/ representative of TSIIC or to any other person in a
position to influence the decision of TSIIC for showing any favour in relation to this
RFP or any other contract, shall render the Bidder to such liability/penalty as TSIIC
may deem proper, including but not limited to rejection of the Bid of the Bidder and
forfeiture of its Bid Security.
14. Laws of the Republic of India are applicable to this RFP.
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1.0 INTRODUCTION
1.1 Telangana State Industrial Infrastructure Corporation Limited (TSIIC) (the
“Authority”), a Govt. of Telangana State undertaking is the nodal agency for
industrial growth in Telangana. TSIIC developed the State-of-the-Art IT/ ITeS
parks at its Industrial Area Local Authority (IALA) at Hitech City and
Nanakramguda that has positioned Hyderabad on Global IT map. Keeping in view
of various developments in the financial district area, TSIIC is now engaged in
undertaking “Development of Urban Street Infrastructure for ISB (Indian
School of Business) road from DLF circle to Varun Motors (via Wipro circle),
Hyderabad, Telangana on Public Private Partnership (PPP) Format”( Project”) on
“Design, Build, Finance, Operate and Transfer” (the "DBFOT") basis under IALA
Nanakramguda; and pursuant thereof has decided to carry out the bidding
process for selection of a private entity as the eligible bidder to whom the Project
may be awarded in terms hereof.
1.2 The details of the project along the stretch of 3.50 Km is covered in this RFP and
the Authority has decided to carry out the bidding process for selection of the
Bidder to whom the Project/s may be awarded.
1.3 TSIIC has adopted a Single-stage Two-envelope Bidding Process (herein referred
to as the “Bidding Process”) for selection of the Preferred Bidder for award of
the Project. The Bid submission is envisaged in two parts - Technical Bid and
Commercial Bid (collectively referred to as the “Bid”). Bidders may submit their
Bids in response to this RFP, in accordance with the provisions of this RFP.
1.4 The RFP document comprises:

VOLUMES PARTICULARS
Volume-I Instructions to Bidders
Volume-II Development Controls and Technical Specifications
Volume-III Formats for Bid Submission
Part-A: Formats for Bid Submission (Outer Envelope)
Part-B: Formats for Technical Bid (Envelope-I)
Part-C: Formats for Commercial Bid (Envelope-II)
Volume-IV Draft Concession Agreement
1.5 The Bid comprising Technical Bid and Commercial Bid in two (02) separate
envelopes, placed in an outer envelope along with Bid Security etc. as specified in
the RFP, shall be delivered at the address given below:
The Chief Engineer
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Telangana State Industrial Infrastructure Corporation Limited (TSIIC)

6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh, Hyderabad,
Telangana 500004
Phone No. 040-23237625
1.6 The Bids should reach not later than the specified date and time in this RFP or
any extension thereof. In the event that the Due Date for Bid submission is a
holiday for the authority (TSIIC), the next working day will be the date of
submission. The Bid shall be unconditional, firm and irrevocable and shall be valid
for a period of not less than 90 days from the Due Date of Bid submission (the
“Bid Validity Period”). However, TSIIC may request the Bidders to extend the
Bid beyond the Bid Validity Period by an additional period as may be thought
reasonable by TSIIC.
1.7 A Bid Security as mentioned below in the “Bid Summary” in the form Demand
Draft favouring “TSIIC Limited” from any Nationalised/ Scheduled Bank payable at
Hyderabad or unconditional and irrevocable Bank Guarantee from a Nationalized/
Scheduled Bank (excluding Cooperative Banks) shall accompany the Bids.
1.8 The Bids shall be filled in English and all entries must be typed and written in
blue/black ink. Initials of the Authorised representative of the Bidder must attest
all erasures and alterations made while filling the Bids. Over writing of figures in
the Commercial Bid is not permitted. Failure to comply with any of these
conditions may render the Bid invalid.
1.9 TSIIC shall not be responsible for any costs or expenses incurred by the Bidder in
connection with the preparation and delivery of Bids, including costs and expenses
related to visit to the site. TSIIC reserves the rights to cancel, terminate, change
or modify this procurement /Bid Process and /or requirements of bidding stated in
the RFP, without assigning any reason or providing any notice and without
accepting any liability for the same.
1.10 The Bid evaluation process is detailed in “Instructions to Bidders (ITB)”, Volume I
of the RFP. The Technical Bids would be evaluated based on the qualification
criteria set forth in the RFP along with the required undertakings. Commercial Bids
of only those Bidders, whose Technical Bids qualify, will be opened and evaluated.
The date of opening of Commercial Bids will be communicated in writing to the
technically qualified Bidders.
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1.11 The Concession Agreement sets forth the detailed terms and conditions for grant
of the Concession to the Concessionaire, including the scope of the
Concessionaire’s services and obligations (the “Concession”).
1.12 The statements and explanations contained in this RFP are intended to provide a
proper understanding to the Bidders about the subject matter of this RFP and
should not be construed or interpreted as limiting in any way or manner the scope
of services and obligations of the Concessionaire set forth in the Concession
Agreement or the Authority’s rights to amend, alter, change, supplement or clarify
the scope of work, the Concession to be awarded pursuant to this RFP or the
terms thereof or herein contained. Consequently, any omissions, conflicts or
contradictions in the Bidding Documents including this RFP are to be noted,
interpreted and applied appropriately to give effect to this intent, and no claims
on that account shall be entertained by Authority.
1.13 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 TSIIC pursuant to
this RFP, as modified, altered, amended and clarified from time to time by the
Authority (collectively the "Bidding Documents"), and all Bids shall be prepared
and submitted in accordance with such terms.
1.14 Bids are invited for the Project on the basis of the Concession Period - the
"Bid Parameter"). The Concession Period quoted shall constitute the sole
criteria for evaluation of Commercial Bid and for selection of the Concessionaire
for the Project for which the Bid is submitted. Subject to Clause 4.11 (Bid
Responsiveness), the Project shall be awarded to the Bidder quoting the
“LOWEST CONCESSION PERIOD” in its Commercial Bid.
1.15 The Concessionaire shall not be allowed to levy and charge any kind of user fee
from the users of the Project. However, the Concessionaire is entitled to let out
the optional facilities such as advertisement space, Public Amenities Center/s and
commercial space (if any) approved under this project as per the provisions of the
RFP, which is the source of revenue to the Concessionaire from the project
facilities.
1.16 Any queries or request for additional information concerning this RFP shall be
submitted in writing or by fax and e-mail to TSIIC or Project Advisors. The
envelopes/ communication shall clearly bear the following identification/ title:
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Contact Details for Queries / Clarifications:

TSIIC:
 The Chief Engineer, 5th Floor, Parisrama Bhavan, Fateh Maidan Road,
Basheerbagh, Hyderabad, TSIIC Head Office, Tank Bund, Hyderabad - Ph: +91-
9086366638, Email: ce-iic@telangana.gov.in
 The Zonal Manager, 5th Floor, Parisrama Bhavan, Fateh Maidan Road,
Basheerbagh, Hyderabad, TSIIC Head Office, Tank Bund, Hyderabad - Ph: +91-
9948220512, Email: zm-cyb-iic@telangana.gov.in
"Queries/Request for Additional Information: RFP for Development of Urban

Street Infrastructure for ISB road from DLF circle to Varun Motors,
Hyderabad, Telangana on Public Private Partnership (PPP) Format under
IALA Nanakramguda"
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2.0 BID SUMMARY

S.No. KEY INFORMATION DETAILS
PROJECTS DETAILS
1. Project Development of Urban Street Infrastructure for ISB road from
DLF circle to Varun Motors (via Wipro Circle), Hyderabad,
Telangana under IALA Nanakramguda
2. Authority Telangana State Industrial Infrastructure Corporation Limited
3. Project An Urban Street Infrastructure shall be designed and develop the
Components ISB road (From DLF Circle to Varun Motors via Wipro Circle) as
per the specifications stipulated in this RFP for reference. The
selected Developer shall undertake the project “Urban Street
Infrastructure” Development, Implementation, Operation and
Maintenance strictly in accordance with the following minimum
specifications and as per the terms and conditions stipulated in
this RFP.
a) Pedestrian walkway with illumination
 Minimum clear walking width of 1.80 meters and length of
3.50 Km on L.H.S side of the ISB road (i.e., towards IDBI,
Infosys, Wipro side)
 Kerb ramps of standard gradient not exceeding 1:12
 Tactile pavers (width of 300 mm) – Guiding the
pedestrians with vision impairment
 Pedestrian walkway shall be raised 150mm from the
proposed adjoining cycle track
 Illumination along the entire walkway at 10 m intervals
with ornamental street lighting and its associated fixtures
b) Cycle track with side railings
 Minimum clear cycle riding track width of 2.0 meters and
length of 3.50 Km on L.H.S side of the ISB road
 Cycle track over the existing utilities ducts
 Side railing over the kerb placed near the main
carriageway along 3.50 Km, subject to the entrance gates
to the existing property holders.
 Develop at least 3 cycle parking docks each with a
capacity of at least 10 cycles as approved by TSIIC and
also procure at least 25 (no) of bicycles
c) Themed landscape
 Beautification of street with thematic plantation
(shrubs/plants) wherever applicable
 Lawn development including ornamental / flowering
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shrubs between the property line & proposed pedestrian
walkway all along the stretch on LHS
 Procurement of at least 75 no. of planter boxes for
flowering plants preferable ornamental / shrubs.
 Providing lighting / illumination to the landscaped areas
d) Vertical Garden
 Vertical garden with creepers and ornamental species with
minimum height of 3m and minimum stretch of 510
meters from chainage 1670 to 2180
e) Public Amenities Center & Parking
 Develop maximum of four (04) nos. of Public Amenities
centers (Only on the L.H.S of ISB road) each of an area
not exceeding 500 sq ft and width of maximum 2.5 m
 Each Public Amenities Center shall comprise of atleast one
toilet facility, Mobile charging points, seating benches and
other permitted optional facilities
 These Amenities are to be developed only at the locations
specified below:
o Near IDBI Bank (Chainage 190)
o Near Gopichand Academy (Chainage 920)
o Opposite to Microsoft (Chainage 1620)
o Near Cyient (Chainage 3370)
 Develop Diagonal parking facilities with a capacity of
at least five (05) ECS (Equivalent Car Space) adjacent
to each of the development Public Amenities Centers
f) Signage and Waste collection Bins
 Procurement of at least Thirty (30) no. of Solid waste
management bins (Segregated bins – Plastic, Paper &
Cans) and
 Procurement of at least five (05) digital directional signage
boards
Providing street furniture at regular or necessary intervals to
the Pedestrian, physical challenged people and cyclist
g) Optional Facilities
 Optional facilities shall mean the commercial facilities like
Advertisements space, Food courts, ATMs/ Kiosks as
approved by TSIIC. However, the details of such optional
facilities are indicated below;
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OPITIONAL FACILITIES*
ADVERTISEMENT FACILITIES
Type of facilities Size (in feet) Maximum Nos.
Gantry Arch (Backlit 30 X 10 05
system)
Central Median (Backlit 3X5 50
system)
Uni-poles (front lit) 40 X 40 04
Boards on Public 6X4 04
Amenities Centre (Backlit
system)
PUBLIC AMENITIES CENTER
Commercial food courts/ 500 sq ft each 4
snack bar / ATM / kiosks including toilets
etc.
*The tentative locations of the Public Amenities are earmarked in
the map enclosed as Annexure-1, however, the Selected Bidder
may erect advertisement facilities (as per the permitted numbers
and sized mentioned in herein above) along the project stretch
i.e. L.H.S and Central Median of the ISB Road, without causing
any disturbance to the abutting properties. These advertisement
locations are to be specified in the conceptual plans & DPR and
duly approved by the Authority.
h) Special Conditions
i. The Concessionaire shall prepare at least three (03)
conceptual plans / designs (with 3D views) of the project
for the entire stretch of 3.50 Km, the design shall be
modern, innovative, creative and attractive. The
conceptual plan shall clearly indicate the location and the
design of the advertisement Hoarding especially the
Unipoles and Public Amenities centre. The design should
be such that it doesn’t affect the free, smooth and safe
movement of the traffic.
ii. Based on the designs & views submitted by the
Concessionaire, TSIIC shall approve anyone of such
designs and the Concessionaire may commence
implementation of such approved design.
iii. The Concessionaire shall provide or arrange at its own cost
(during the Concession Period) the required facilities such
as power, electricity, solid waste disposal and any other
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associate facilities required from time to time in respect of
the construction, operation and maintenance of the
Project/Project facilities and be in compliance to the
requirements relating thereto under the Applicable Laws,
terms of Applicable Permits and Good Industry Practice.
However, TSIIC will extend their support in submitting the
required requisite to the concern authorities.
More details on the technical specifications of the above are
indicated in the Volume II: Development Controls and Technical
Specifications of this RFP.
4. Development  IRC: 103-2012 - Guidelines for pedestrian facilities, facilities
Controls/ for disabled persons shall be as per “Persons with Disabilities
Guidelines Act, 2010” with subsequent amendments and ‘UN Convention
for Rights of Persons with Disabilities (UNCRPD).
 All pavements, signage and lighting shall be as per Indian
Road Congress (IRC) & Ministry of Road Transport and
Highways (MORTH) specifications.
 Hyderabad Revised Common Building Rules, 2006 issued vide
G.O. 86 Dt. 03.03.2006.
 National Highway Authority of India (NHAI) regulations
 Any other regulations issued by any other Statutory
Authorities applicable within the jurisdiction of TSIIC IALA
Cyberabad & Gachibowli, Hyderabad.
5. Technical  Generally, as per applicable BIS Codes and National Building
Specifications code, MORTH regulations, Indian Road Congress Code (IRCC)
and any other applicable Indian Standards or its equivalent.
Specifically, detailed in the Section-II of the RFP document.
6. Estimated The Estimated Cost of the Project is Rs. Rs. 9.39 Crores (Rupees
Project Cost Nine Crore Thirty Nine Lakhs Only)
(Estimated Project Cost includes Cost of Construction, Project
Development Fee, Interest During Construction, Cost towards
optional facilities, etc.)
7. Minimum The following Project Components under ‘Minimum Development
Development Obligations (MDOs)’ to be developed & operationalised by the
Obligations selected Developer within Six (06) Months from the
(MDOs) agreement date and also ensure the project components are
& operational under “Minimum Performance Obligations” in
Minimum accordance with the RFP stipulations – details of the MDOs &
Performance MPOs specified in section II of the RFP.
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Obligations Minimum Development Obligations (MDOs)
(MPOs) a) Development of Pedestrian walkway with illumination
b) Development of Cycle track over the utilities ducts with side
railings
c) Procurement of at least twenty (25) no. of Bi-Cycles
d) Lawn development including ornamental / flowering shrubs
between the property line & proposed pedestrian walkway all
along the stretch on LHS
e) Vertical garden for a minimum stretch of 510 meters with
minimum height of 3m
f) Development of themed landscape abutting the property line
on LHS of the ISB Road
g) Procurement of at least 75 no. of planter boxes for flowering
plants
h) Development of Public Amenities Centers which include
Toilets, Mobile charging points and also develop parking
facility (capacity of at least 5 ECS) adjacent to the Public
Amenities Centre
i) Providing digital signage’s and Waste collection Bins at
regular intervals
j) Providing street furniture at regular or necessary intervals to
the Pedestrian, physical challenged people and cyclist
Minimum Performance Obligations (MPOs)
a) Housekeeping services for the entire 3.50 Km length along
ISB road (including main carriageway and LHS sides along
with proposed Urban Street infrastructure.
b) Maintenance of Cycle track duly ensuring availability of
functional cycles to the users
c) Maintenance of themed landscape which include watering,
plants / shrubs pruning etc.
d) Maintenance of Public Amenities Centers (toilets etc.)
e) Replacement of damaged LED lights including cabling and
painting the proposed ornamental street lighting along the
Pedestrian walkway & also landscape area on regular basis
f) Segregation of Waste and depositing the same at the nearest
available local competent authority’s waste collection unit on
daily basis
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IMPLEMENTATION FORMAT
Implementation Public Private Partnership (PPP) Format.
8.
Format
9. Concession Design, Build, Finance, Operate & Transfer (DBFOT) Basis.
Format
10. Concession The Concession Period shall be the “Bid Parameter”. The
Period Concession Period for Project shall commence from the date of
signing of the Concession Agreement with the Preferred Bidder.
11. Minimum License The selected Bidder shall make a payment of Rs. 6.00 Lakhs
Fee (Rupees Six Lakhs) plus applicable taxes for the first year
from the date of Concession agreement towards License fee per
annum.
Further, there shall be an increment of 5% in the license fee
every year over the previous year {i.e., 02nd year license fee is
Rs. 6,30,000/- (Rupees Six Lakhs Thirty Thousand only) and 3rd
year License Fee is Rs. 6,61,500/- (Rupees Six Lakhs Sixty One
Thousand Five Hundred only) and so on till the end of the
Concession period quoted by the Bidder in its Commercial Bid}.
This License fee shall be paid on quarterly basis in Advance to
the TSIIC Limited.
BID CONDITIONS AND EVALUATION
12. Bid Eligibility A. The Bidder, either sole Bidder or members of the Consortium
Criteria (not exceeding two firms) shall have registered under the
provisions of Indian Companies Act, 1956 or 2013.
B. Minimum Technical Qualification: The sole Bidder or
any one of the members of Consortium should meet the
following Technical qualifications executed during the last
five financial years preceding bid due date;
i. Should have accomplished experience in executing any
Civil work in Urban area with a single contract value of
at least Rs. 10 Crores (Rupees Ten Crores only)
AND
{a} Should have accomplished experience in similar
nature of projects either laying of footpath or Cycle track
with at least 1.3 Lakh Sq. ft.
OR
{b} Should have accomplished experience in developing
urban spaces (footpath or Cycle track or street furniture)
of at least 3.40 Km.
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C. Minimum Financial Qualification: The sole Bidder or
Consortium together shall meet the following Financial
qualifications;
i. Minimum Average Annual Turn Over of Rs. 10.00
Crores (Rupees Ten Crores only) in the past Three
Financial Years as per the Audited Annual Accounts.
AND
ii. Minimum Net-worth Rs. 2.50 Crores (Rupees Two
Crore Fifty Lakhs only) at the close of the financial
year preceding bid due date, as per the Audited Annual
Accounts i.e. as on 31.3.2018.
Note: More details with regards to Bidder’s eligibility is defined in
this RFP.
13. Bid Security ~ An amount of Rs. 10,00,000/- (Rupees Ten Lakhs only)
Earnest Money Demand Draft (DD) drawn from any Nationalized / Scheduled
Deposit (EMD) Banks of India in the favor of “TSIIC Limited” payable at
Hyderabad (OR) an unconditional and irrevocable Bank
Guarantee (BG) from any Nationalized/ Scheduled Banks shall be
submitted towards Bid security of along with its complete Bid.
The Bid Security shall be valid for 90 days (Ninety days) from the
Due Date of Bid submission and may be extended as may be
mutually agreed between the Authority and the Bidder.
The Bid Security of the unsuccessful Bidders shall be returned
within 30 (thirty) days of the issuance of the Letter of Intent
(“LoI”) to the Preferred Bidder. The Bid Security of the Preferred
Bidder shall be returned once the same has been replaced by the
Construction Performance Security in terms of the Concession
Agreement.
Bids shall be summarily rejected if not accompanied by the Bid
Security.
14. Construction The selected developer needs to submit an irrevocable and
Performance unconditional Bank Guarantee from a Nationalised/ Scheduled
Security Bank, equaling to Rs. 50,00,000/- (Rupees Fifty Lakhs only)
towards the Construction Performance Security to TSIIC within
30 days from the date of issue of the LoI, a precondition for
signing of the Concession Agreement.
The Construction Performance Security shall be valid for
minimum of Twelve (12) months from its issue date (after issue
of LoI) and may be extendable if required; However, it will be
19

released to the Bidder once the projects are operational as per
the RFP conditions.
15. Operations The selected developer needs to submit an irrevocable and
Performance unconditional Bank Guarantee from a Nationalised/ Scheduled
Security Bank, payable at Hyderabad for an amount of Rs. 10,00,000/-
(Rupees Ten Lakhs only) towards Operations Performance
Security.
The Operation Performance Security shall be submitted by the
Selected Developer on achieving the COD of the project and prior
to release of the Construction Performance Security by TSIIC.
Initial validity of the BG shall be three years and a fresh
Operations performance security shall be submitted every three
years, at least fifteen days prior to the expiry of the performance
security in force, without any notice from TSIIC. In case of non-
submission of fresh Operations Performance Security as above,
TSIIC shall forfeit the Operations Performance Security in force
without notice.
16. Project Payment of Rs. 20.00 Lakhs (Rupees Twenty Lakhs only)
Development Fee along with applicable taxes shall be paid by the Preferred
Bidder to TSIIC IALA in the form of Demand Drafts favouring
“TSIIC Limited” towards Non- refundable & Irrevocable
‘Project Development Fee’, within 15 days of date of issue of
Letter Of Intent (LoI). This is precondition for signing the
Concession Agreement.
17. Bid Validity 120 days from the Due Date of Bid submission
Period
18. Bid Evaluation a) Outer Envelope: Mandatory Compliance
b) Technical Bid Evaluation: Bidders whose bids are
responsive and also meet the Eligibility Criteria shall only be
undertaken for further evaluation.
c) Commercial Bid Evaluation: Financial / Commercial Bids of
technically qualified firms / bidders will only be opened and
evaluated.
19. Criteria for “Concession Period” is the bid parameter. The sole criterion
selection of for selection of the (among technically qualified bidder/s) Bidder
Bidder is the Lowest Concession Period quoted by the Bidder in its
Commercial Bid
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BID SUBMISSIONS
20. Outer Envelope Bidders are required to submit the following documents in
the Outer Envelope.
1. Appendix A1: Checklist of Submissions
2. Appendix A2: Covering Letter
3. Bid Security (As defined in the RFP)
4. RFP document along with Addenda (if any) signed &
stamped on each page
21. Envelope I: The Bidders shall submit the following in Envelope I of the Bid
Technical Bid submission as detailed in RFP – as per the format provided.
i. Appendix B1: Letter of Application (On the letter head of
Bidder or Lead Member in case of Consortium)
ii. Appendix B2: General information about the Bidder (To
be submitted by each member in case of Consortium)
iii. Appendix B3(a): Power of Attorney for signing of
Bid/Proposal (To be submitted by the Bidder or Lead
Member in case of Consortium on a non-judicial stamp
paper of Rs.100 duly attested by notary public)
iv. Appendix B3(b): Power of Attorney for Lead Member of
Consortium (on a non-judicial stamp paper of Rs.100 duly
attested by notary public)
v. Appendix B4: Anti Collusion Certificate (In case of
Consortium, each member of the Consortium need to
execute this)
vi. Appendix B5: Project Undertaking (To be executed by the
Bidder or Lead Member in case of Consortium)
vii. Appendix B6: Affidavit (To be submitted by Bidder/each
member in case of Consortium on a non-judicial stamp
paper of Rs. 100 duly attested by notary public)
viii. Appendix B7: Technical Qualification Details
ix. Appendix B8: Financial Qualification Details
x. Appendix B9: Consortium Agreement, in case of
Consortium
xi. Appendix B10: Letter of Undertaking for Technical Bid
22. Envelope II: The Bidders shall be required to submit their Commercial Bid in
Commercial Bid the format Appendix C as provided in the RFP duly filled and
signed.
IMPORTANT DATES
23. Pre-bid Meeting 04.00 PM on 27.02.2019
21
24. Due Date & Time March 05, 2019, 17:00 hrs. IST
for Receipt of
Bids
25. Date and Time of March 06, 2019, 15:00 hrs. IST
Opening of Bids
22
3.0 DEFINITIONS AND INTERPRETATIONS

3.1 DEFINITIONS
“Agreement” or Concession Agreement” shall mean the Authorisation Agreement

to be entered between the TSIIC & Concessionaire/Selected Developer/Preferred
Bidder.
“Concessionaire”/ “Selected Developer” shall mean the Preferred Bidder selected

and nominated by the “TSIIC” to implement the Project on the terms and conditions
stipulated in the Concession Agreement.
“Authority” shall mean Telangana State Industrial Infrastructure Corporation Limited

(TSIIC), Hyderabad.
“Bid or Detailed Bid or Proposal” shall mean Bid submitted by the Bidder for the
Project advertised, in response to this RFP including clarifications and/or amendments
to RFP, if any.
“Bid Security” shall mean the security furnished by the Bidder in the form of Demand
Draft or Bank Guarantee, as stipulated in the RFP document.
“Bid Evaluation Committee” shall mean the committee constituted by the TSIIC for
evaluating the Bids.
“Compliance Date” shall be as defined in the Draft Concession Agreement.
“Commercial Operation Date” or “COD” means the date upon which the
Concessionaire commences commercial operations of the Project.
“Commercial Bid” shall have the meaning as set forth in the RFP document.
“Contract Period” or “Concession Period” shall have the meaning provided in

Section 2.2 of the Concession Agreement.
“Due Date” shall mean the last date for submission/receipt of the Bid, as mentioned in
the RFP document.
“Firm” shall mean a single legal entity, which is a Registered Body under Indian
Companies Act, 1956 or 2013.
“TSIIC” shall mean Telangana State Industrial Infrastructure Corporation Limited
“Letter of Intent” or “LoI” shall mean the letter to be issued by TSIIC to the
Preferred Bidder conveying intention of award of the Project/ Concession, in
accordance with the terms of this RFP.
“Minimum Development Obligations” or “Essential Facilities” shall mean the

Minimum Development Requirements to be met by the Preferred Bidder
23
/Concessionaire in implementation of the Project; the details of the Minimum

Development Obligations are given in the RFP.
“Minimum Performance Obligations” shall mean the Minimum Performance

Requirements to be met by the Preferred Bidder /Concessionaire during operations and
maintenance of the Project; the details of the Minimum Performance Obligations are
given in the RFP.
“Operations Period” shall means the period commencing from COD and ending on
the expiry or prior termination of this Agreement Period;
“Other Option Facilities” shall mean the Other Optional Facilities may be developed
by the Preferred Bidder /Concessionaire only upon prior approval from TSIIC;
“Preferred Bidder” shall mean the Bidder, whose Bid is declared as the Bid with the
Lowest Concession Period quoted for the Project as a result of the Bid evaluation
process as set forth in this RFP document.
“Project Cost” shall mean the estimated total landed cost of Project. The components
would include the costs incurred for carrying out the Project related activities such as
formulation, development, design, engineering, finance, installation, construction,
interest during construction, insurance, cost towards optional facilities, etc.
“Project” shall means, Development of Urban Street Infrastructure for ISB road from
DLF circle to Varun Motors on PPP mode under IALA Nanakramguda and subject to the
provisions of this RFP and Agreement, (i) design, financing, construction at the site,
implementation, completion, commissioning, marketing, management, operation and
maintenance of the Project facilities, execution of the works and all activities incidental
thereto, such as engineering, testing, installation, commissioning and insurance etc., by
the Concessionaire during the Concession Period; and (ii) the transfer of the
Project/Project Facilities/Essential Facilities by the Concessionaire to Authority or its
nominated agency at the end of the Concession Period by efflux of time or prior
termination;
“Project Area” shall mean L.H.S (Left Hand Side) of the ISB road (From DLF Circle to
Varun Motors) comprising of 4.50 meter width and 3.50 Km length along ISB road from
DLF circle to Varun Motors under IALA Nanakramguda
"“Project Agreement” shall mean Concession Agreement and any other legal
documents as mutually agreed to between the TSIIC and the Preferred Bidder,
necessary for implementing the Project.
“Project Completion Period” shall mean the total period in which the construction of
the Project (as per the designs) and certified by TSIIC or its nominated agency.
24
“Request for Proposal or RFP” shall mean the Bid documents comprising Volume I
to IV, including any Addendum / modifications /clarifications issued by TSIIC.
“Technical Criteria” or “Criteria” shall mean the criteria stipulated in the RFP,
which is required to be complied by the Bidder based on its Technical Bid to become
eligible for opening and evaluation of its Commercial Bid.
3.2 INTERPRETATION
In the interpretation of this RFP, unless the context otherwise requires:
i. The singular of any defined term includes the plural and vice versa, and any word
or expression defined in the singular has the corresponding meaning used in the
plural and vice versa;
ii. Reference to any gender includes the other gender;
iii. Unless otherwise stated, a reference to a clause, sub-clause, paragraph, sub-

paragraph, annex, exhibit, attachment, schedule or recital is a reference to a
Clause, sub-clause, paragraph, subparagraph, annex, exhibit, attachment,
schedule or recital of this RFP;
iv. A reference to any agreement is a reference to that agreement and all annexes,
attachments, exhibits, schedules, appendices and the like incorporated therein, as
the same may be amended, modified, supplemented, waived, varied, added to,
substituted, replaced, renewed or extended, from time to time, in accordance with
the terms thereof;
v. The terms “include” and “including” shall be deemed to be followed by the words
“without limitation”, whether or not so followed;
vi. Any reference to a person shall include such person’s successors and permitted
assignees;
vii. A reference to a “writing” or “written” includes printing, typing, lithography and

other means of reproducing words in a visible form;
viii. Any date or period set forth in this RFP shall be such date or period as may be
extended pursuant to the terms of this RFP;
ix. A reference to “month” shall mean a calendar month, a reference to “week” shall
mean a calendar week and a reference to “day” shall mean a calendar day, unless
otherwise specified.
x. The terms "hereof, "herein", "hereto", "hereunder" or similar expressions used in

this RFP mean and refer to this RFP and not to any particular Article, Clause or
25
Volume of this RFP. The terms "Article", "Clause", “Paragraph” and “Schedule”
mean and refer to the Article, Clause, Paragraph and Schedule of this RFP so
specified;
xi. In the case of any conflict, discrepancy or repugnancy between the provisions of
RFP documents, provisions of the Concession Agreement shall prevail over and
supersede the provisions of other documents.
xii. The descriptive headings of Articles and Sections are inserted solely for
convenience of reference and are not intended as complete or accurate
descriptions of content thereof and shall not be used to interpret the provisions of
this Agreement;
xiii. All capitalized words and expressions used in the RFP but not defined therein shall
have the same meaning as ascribed to them in the Agreement.
26
4.0 GENERAL INFORMATION AND INSTRUCTIONS

4.1 CONTENTS OF THE RFP DOCUMENT
The RFP documents are those stated below, and should be read in conjunction with
any Addenda issued;
i. Volume I: Instruction to Bidders

ii. Volume II: Development Controls and Technical Specification
iii. Volume III: Formats for Bids Submission (Appendices)
iv. Volume IV: Draft Concession Agreement
4.2 INTRODUCTION TO RFP
4.2.1 This Volume should be read in conjunction with other Volumes of RFP. The
words and expressions, which are defined in this Volume of RFP i.e. Instructions
to Bidders (ITB), have the same meaning when used in the other Volumes of
RFP, unless separately defined.
4.2.2 The ITB sets out the Bidding Process and provides necessary details for the
Bidders to prepare their Bid(s) for the subject Project(s). The prescribed formats
for submission of Bids are as per the Volume III of the RFP.
4.2.3 The Bidders are advised to submit their Bids complying with the requirements
stipulated in the RFP document. The Bids may be rendered disqualified in case
of receipt of incomplete Bids and/or the information is not submitted as per the
prescribed formats.
4.3 GENERAL TERMS OF BIDDING
4.3.1 The Bidder shall submit single Bid for the project (subject to eligibility). Each
Bidder shall ensure that none of its Associates are bidding for the Project
separately. In case it is found that a Bidder and its Associate both have bid
separately for this Project, the bids of both such Bidder and its Associate shall
be rejected and the Bid Security of both such Bidder and its Associate shall be
liable to be forfeited.
4.3.2 Notwithstanding anything to the contrary contained in this RFP, the detailed
terms specified in the draft Concession Agreement shall have overriding effect;
provided, however, that any conditions or obligations imposed on the Bidder
hereunder shall continue to have effect in addition to its obligations under the
4.3.3 The Bid should be furnished in the format at Appendix – C, clearly indicating the
Concession Period in both figures and words, and signed by the Bidder’s
27
authorised signatory. In the event of any difference between figures and words,
the amount indicated in words shall be taken into account.
4.3.4 The Commercial Bid shall consist of ‘Concession Period’ to be quoted by the
Bidder.
4.3.5 The Bidder shall submit the Bid Security along with the bid submitted for the
project, in accordance with the provisions of this RFP. The Bidder shall provide
the Bid Security in the form of Demand Draft drawn in favor of “ TSIIC Limited”
and payable at Hyderabad
4.3.6 Change of Management of the Preferred Bidder (lead member in case of

consortium) is not allowed within construction time and first three years of
project operations. However, after the aforesaid period and with the prior
approval of TSIIC IALA, change of management may be allowed.
4.3.7 In case of a consortium, the consortium agreement shall be valid for at least
three years from commencement of project operations (COD).
4.4 BIDDER’S RESPONSIBILITY FOR DATA & SITE/S VERIFICATION

4.4.1 While preparing the Bid, the Bidder shall consider the information provided in
this RFP in totality and is expected to examine carefully the contents of all the
documents provided. Failure to comply with the requirements of the RFP will be
at the Bidder’s own risk and may lead to disqualification of the Bid as being non
responsive.
4.4.2 The technical details given in Volume II of RFP are based on the site status and
assumptions of TSIIC or its Consultants/ Advisors. However, the Bidders shall be
wholly responsible for all the details of their Bids, based on their review of
physical and site conditions, etc. In essence, after the Bid is submitted, the
Bidder shall be the ‘owner’ of all the data, which forms the basis of the Bid and
shall have no claims whatsoever on TSIIC or its agencies or its Advisors
regarding the accuracy of the data or designs, information, etc. furnished in the
RFP.
4.4.3 It would be deemed that prior to the submission of the Proposal, the Bidder has:
a. Made a complete and careful examination of requirements and other
information set forth in this RFP document.
b. Received all relevant information requested from TSIIC.
c. Accepted the risk of inadequacy, error or mistake in the information provided
in the Bidding Documents or furnished by or on behalf of TSIIC.
28
d. Examined all the relevant information as it has received from TSIIC in

respect of the project/s
e. Made a complete and careful examination to determine the difficulties and
matters incidental to the performance of its obligations under the Concession
Agreement, including but not limited to
i. The Project Site
ii. Availability of suitable materials and/or technology for
construction
iii. All other factors that might affect its performance under the
f. Acknowledged that it does not have Conflict of Interest.
g. Agreed to be bound by the undertakings and all other documents provided
by it under and in terms hereof.
4.4.4 Bidders shall carry out any surveys, investigations etc. at their own cost and risk.
4.5 BIDDER’S ELIGIBILITY CRITERIA
The Bidders shall meet the following minimum eligibility criteria’s:

4.5.1 General requirement: The Bidder shall be either sole Bidder or members of
the Consortium shall have registered under the provisions of Indian Companies
Act, 1956 or 2013. Bidder may either participate as “Sole/ Single Bidder” (or) as
a “consortium of firms” (the “Consortium”). The Consortium shall not
comprise of more than 02 (Two) firms / entities. However, no Bidder applying
individually or as a member of a Consortium, as the case may be, can be
member of another Bidder.
4.5.2 Minimum Technical Qualification: The sole Bidder or any one of the
members of Consortium shall meet the following Technical qualifications
executed during the last five financial years preceding bid due date;
i. Should have accomplished experience in executing any Civil work in Urban
area with a single contract value of at least Rs. 10 Crores (Rupees Ten
Crores only)
AND
{a} Should have accomplished experience in similar nature of projects

either laying of footpath or Cycle track with at least 1.3 Lakh Sq. ft.
OR
{b} Should have accomplished experience in developing urban spaces
(footpath or Cycle track or street furniture) of at least 3.40 Km.
29
Note: Appropriate documentary evidence in the form of completion certificates, work

orders etc. should be enclosed in support of the above. All the documentary evidence
submitted by the Bidder(s) shall be to the satisfaction of TSIIC. Decision of TSIIC in
accepting or rejecting such documentary evidence as submitted by the Bidder(s) is final
and binding on the Bidder(s).
i. Where the Bidder is a Consortium, it shall comply with the following additional
requirements:
(a) Number of members in a consortium shall not exceed 2 (two),

(b) The Bidding Documents should contain the information required for each
member of the Consortium;
(c) members of the Consortium shall nominate one member as the lead
member (the “Lead Member”), The nomination(s) shall be supported by
a Power of Attorney, as per the format at Appendix-[B3], signed by the
other member of the Consortium;
(d) the Application should include a brief description of the roles and
responsibilities of individual members;
(e) Further, a member of a particular Consortium cannot be member of any
other Consortium;
(f) Members of the Consortium shall enter into a binding Consortium
Agreement, substantially in the form specified at Appendix-[.......] (the “
Consortium Agreement”), for the purpose of making the bidding
application and submitting a Bid in the event of being short-listed. The
Consortium Agreement, to be submitted along with the bidding
application, shall, inter alia:
4.5.3 Minimum Financial Qualification: The sole Bidder or Consortium together

shall meet the following Financial qualifications
i. Minimum Average Annual Turn Over of Rs. 10.00 Crores (Rupees Ten
Crores only) in the past Three Financial Years as per the Audited Annual
Accounts.
AND
ii. Minimum Net-worth Rs. 2.50 Crores (Rupees Two Crore Fifty Lakhs only)
at the close of the financial year preceding bid due date, as per the Audited Annual
Accounts i.e. as on 31.3.2018.
Note: The Bidders should submit audited annual accounts for the all the relevant years
in support of all the above financials.
30
In case of the Consortium, following conditions are applicable:
 A consortium together can meet the financial criteria. However, the

Lead Member of the Consortium needs to meet at least 26% of the
financial criteria on its own and other member should meet
minimum 10% of the financial criteria.
 Any one of the members of Consortium shall meet the Technical
Criteria
4.5.4 Qualification through Affiliates (If any)
The Bidding Company (in case of a single bidder)/ Consortium Member can draw upon
the Technical Experience and Financial Capability of one or more of its Affiliates. In
either case, the ownership relation between the Bidder and the Affiliate(s) must be
explained.
For purposes hereof, “Affiliate” means with respect to a specified Person, any Person
which is a holding company or subsidiary of such specified Person, or any Person which
directly or indirectly, (a) owns or controls such specified Person, (b) is owned or
controlled by such specified Person, or (c) is owned or controlled by the same Person,
who, directly or indirectly, owns or controls such specified Person. For the purposes of
this Document, the terms "holding company" and "subsidiary" shall have the meaning
ascribed to them under Section 4 of the Companies Act, 1956 and 2013 and the term
"control" shall mean:
a) control over the composition of majority of board of directors of a

company; or
b) control of more than 50% (fifty percent) of the voting shares of such
Person
c) and with respect to a Person which is not a company or corporation, the
power to direct the management and policies of such person, whether by
operation of law or by contract or otherwise
For purposes of this RFP, Affiliate means, in relation to the Bidder/ Consortium
Member, a person who controls, is controlled by, or is under the common control with
such Bidder/ Consortium Member (the “Affiliate”). As used in this definition, the
expression “control” means, with respect to a person which is a company or
corporation, the ownership, directly or indirectly, of more than 50% (fifty per cent) of
the voting shares of such person, and with respect to a person which is not a company
31
or corporation, the power to direct the management and policies of such person by
operation of law.
a) All other conditions like power of attorney for bid signatory and qualifying criteria of
the Preferred Bidder, qualification through affiliates, etc. shall be as defined in this
RFP document.
b) All the information as per the requirements of the RFP shall be provided to the Lead
Member of the Consortium.
c) The Bid shall be legally binding on all the members of the Consortium.
d) The Bids would be evaluated based on the details and data furnished. TSIIC
decision regarding a Bidder’s eligibility or otherwise shall be final and binding.
e) The Bidders shall provide evidence of their continued eligibility in a manner that is
satisfactory to TSIIC and TSIIC may request the Bidders for the same till signing of
the Concession Agreement.
f) A Bidder may be disqualified if it is determined by TSIIC, at any stage of the
Bidding Process that the Bidder fails to continue to satisfy the Eligibility Criteria and
Technical Criteria. Supplementary information or documentation regarding the
criteria may be sought from the Bidders at any time and the same shall be so
provided within the time frame stipulated by TSIIC.
4.6 NON-COMPLIANCE WITH RFP

TSIIC reserves the right to terminate a Bidder’s participation in the Bidding Process at
any time, should TSIIC consider that a Bidder has, without the prior consent, failed to
comply with the procedures and requirements prescribed in the RFP.
4.7 COST OF BIDDING

The Bidder shall bear all costs associated with the preparation and submission of its
Bid, including site visits, field investigations, data collection, analysis, etc. as also any
discussions/negotiations. TSIIC/Project Advisors shall not be responsible or liable for
any such costs.
4.8 VALIDITY OF BID

4.8.1 The Bids submitted shall remain valid for 90 days from the Due Date of Bid
submission.
4.8.2 In exceptional circumstances, prior to the expiry of the original Bid validity
period, TSIIC may request the Bidders to extend the period of validity for a
specified additional period. The request for the extension shall be made in
32
writing. Bidder will not be permitted to modify their Commercial Bid, but will be
required to extend the validity of the Bid Security for the period of extension.
4.9 BID SECURITY
4.9.1 The Bidder shall furnish, along with the Bid, Bid Security as mentioned in the
‘Bid Summary’ (Clause 2) of this RFP, in the form of Demand Draft from any
Nationalised/ Scheduled Bank in favour of ‘, TSIIC Limited” payable at
Hyderabad or unconditional and irrevocable Bank Guarantee from a
Nationalized/ Scheduled Bank. The Bank Guarantee towards Bid Security shall
be valid for 90 days from the Due Date of Bid submission and may be extended
as may be mutually agreed between the Authority and the Bidder.
4.9.2 Details of the Demand Draft or Bank Guarantee for the Project shall be
submitted in the format provided as Appendix A3 of Volume III of RFP.
4.9.3 Any Bid not accompanied by the Bid Security in the manner stated above shall
be rejected by TSIIC as non-responsiveness and their Bid shall not be opened
for evaluation.
4.9.4 The Bid Security of unsuccessful Bidders will be returned within 15 days of
signing of Concession Agreement with the Preferred Bidder or 60 days of
opening of commercial bids, whichever is earlier.
4.9.5 The Bid Security shall be extended beyond the original validity period in case the
signing of Concession Agreement is delayed due to any reason.
4.9.6 The Bid Security shall become liable for forfeiture in the event of the following:
i. If the Bidder refuses to accept the correction of errors in his Bid, or
ii. If the Bidder submits a conditional Bid which would affect unfairly the
competitive provision of other Bidders who submitted substantially
responsive Bids and/or is not accepted by TSIIC,
(or)
iii. The Preferred Bidder fails to sign the Concession Agreement as stipulated
in the RFP,
(or)
iv. If the Preferred Bidder fails to pay the Project Development Fees and/or
fails to provide the Bank Guarantees as per the terms and conditions
specified in the RFP within the stipulated time period as specified in the
RFP/LoI.
4.10 MISCELLANEOUS INSTRUCTIONS

4.10.1 TSIIC reserves the right to disqualify Bidders at any stage of the Bidding
Process if the details submitted for pre-qualification are found to be
incorrect or untrue.
33
4.10.2 Bids that are incomplete in any respect or those that are not consistent
with the requirements as specified in this RFP might be considered non-
responsive and may be liable for rejection.
4.10.3 Adherence to formats, wherever prescribed, is required. Non-adherence to
formats might be a ground for declaring a Bid non-responsive.
4.10.4 All communication and information shall be provided in writing and in
English language only.
4.10.5 All financial data shall be given (converted) in Indian Rupees only.
4.10.6 All communication and information provided should be legible, and
wherever the information is given in figures, the same should also be
mentioned in words. In case of conflict between amounts stated in figures
and words, the amount stated in words will be taken as correct. No change
in, or supplementary information to a Bid shall be accepted once
submitted. However, TSIIC or any of its advisors/ agencies/ consultants
reserves the right to seek additional information and/ or clarifications from
the Bidders, if found necessary, during the course of evaluation of the Bid.
Non-submission, incomplete submission or delayed submission of such
additional information and/ or clarifications sought by TSIIC or any of its
agencies/consultants may be a ground for rejecting the Bid.
4.10.7 If any claim made or information provided by the Bidder in the Bid or any
information provided by the Bidder in response to any subsequent query by
TSIIC or any of its agencies/consultants/advisors, is found to be incorrect
or is a material misrepresentation of facts, then the Bid shall be liable for
rejection. Mere clerical errors or bonafide mistakes may be treated as an
exception at the sole discretion of TSIIC or any of its advisors/ agencies/
consultants and if TSIIC or any of its advisors/ agencies/ consultants is
adequately satisfied.
4.10.8 Any entity which has been barred by the Central/ State Government or any
entity controlled by them in India or abroad, from participating in any
project (DBFOT or otherwise), and the bar subsists as on the Due Date or
had been imposed at any time in the last three (3) years immediately prior
to the Due Date, would not be eligible to submit a Bid. In case of a foreign
entity, the same should not have been barred in the jurisdiction of its
incorporation or at any other place where such foreign entity shall have
undertaken any projects/ assignments, by any public or other authority in
the last three (03) years immediately prior to the Due Date.
4.10.9 A Bidder or Associate should, in the last 3 (three) years, have neither failed
to perform on any contract, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration
34
award against the Bidder, or Associate thereof, as the case may be, nor
has been expelled from any project or contract by any public entity nor
have had any contract terminated by any public entity for breach by such
Bidder or Associate thereof.
4.10.10 If the Bidder has submitted any documents, created or originating from
outside the Republic of India, such as work experience certificate(s),
financial detail(s), power of attorney(s), undertaking(s), documentary
evidence(s), qualifying document(s), etc. (collectively “Foreign
Documents”) then the Bidder, before any such Foreign Document(s) are
sent to India for the purpose of applying towards this Project, shall be
required to get each and every page of such Foreign Document(s), duly
authenticated/ embossed/ legalized/ notarised from the Indian
Embassy/Indian High Commission situated in the country from where such
Foreign Document(s) were created or are originating from. Such
authentication/ embossment/ legalization/ notarisation from the Indian
Embassy/Indian High Commission shall also apply to all such document(s)
that are in a language other than English, which shall compulsorily be
required to be translated (as the true translated copies of the original) by a
duly certified/ authorized /qualified Translator, supported by the affidavit of
the said translator, certifying the correctness of the English translation. In
case of any inconsistency between the original Foreign Document and its
english translation, the latter shall prevail and be held binding on such
Bidder.
However, in the case of Foreign Document(s) created or originating from
countries that have signed, ratified and have made operational the Hague
Convention abolishing the requirement of legalization for foreign public
documents, 5 October, 1961 - "Hague Legalization Convention, 1961", the
Bidders may affix an 'Apostle" sticker on each and every page of their
Foreign Document(s). Thereafter, the Bidder shall be compulsorily required
to get all such "Appostilled" Foreign Document(s) approved, certified and
attested from the Indian Embassy /Indian High Commission in that country
where the 'Foreign Document(s)' were created or are originated from or the
Ministry of External Affairs, Government of India, New Delhi and the
Bidder/s shall follow any other norms/guidelines laid by the Ministry of
External Affairs, Government of India, New Delhi.
4.10.11 A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that
affects the Bidding Process. Any Bidder found to have a Conflict of Interest
shall be disqualified. In the event of disqualification, TSIIC shall be entitled
to forfeit and appropriate the Bid Security or the Construction Performance
35
Security, as the case may be, as mutually agreed genuine pre-estimated

loss and damage likely to be suffered and incurred by TSIIC and not by
way of penalty for, inter alia, the time, cost and effort of the TSIIC,
including consideration of such Bidder’s proposal (the “Damages”), without
prejudice to any other right or remedy that may be available to TSIIC
under the Bidding Documents and/or the Concession Agreement or
otherwise. Without limiting the generality of the above, a Bidder shall be
deemed to have a Conflict of Interest affecting the Bidding Process, if:
(i) the Bidder or its Associate and any other Bidder, or any Associate 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 or an Associate thereof (or any shareholder thereof
having a shareholding of more than 5% (five per cent) of the paid up and
subscribed share capital of such Bidder or Associate, as the case may be) in
the other Bidder or Associate, is less than 5% (five per cent) of the
subscribed and paid up equity share capital thereof; provided further that
this disqualification shall not apply to any ownership by a bank, insurance
company, pension fund or a public financial institution referred to in Section
4A of the Companies Act, 1956/ Section 2(72) of the Companies Act, 2013.
For the purposes of this Clause, indirect shareholding held through one or
more intermediate persons shall be computed as follows:
(a) where any intermediary is controlled by a person through

management control or otherwise, the entire shareholding held by
such controlled intermediary in any other person (the “Subject
Person”) shall be taken into account for computing the
shareholding of such controlling person in the Subject Person;
(b) 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
36
(ii) 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 Associate, or has provided any such subsidy, grant,
concessional loan or subordinated debt to any other Bidder or any Associate
thereof; or
(iii) such Bidder has the same legal representative for purposes of this Bid as
any other Bidder; or
(iv) such Bidder, or any Associate thereof, has a relationship with another
Bidder, or any Associate thereof, directly or through common third party/
parties, that puts either or both of them in a position to have access to each
others’ information about, or to influence the Bid of either or each other; or
(v) such Bidder or any Associate thereof has participated as a consultant to the
Concessioning Authority in the preparation of any documents, design or
technical specifications of the Project.
Explanation:
For purposes of this RFP, Associate means, in relation to the Bidder, a person
who controls or is controlled by or is under the common control with such Bidder
(the “Associate”). As used in this definition, the expression “Control” means,
with respect to a person which is a company or corporation with the ownership,
directly or indirectly, of more than 50% (fifty per cent) of the voting shares of
such person, and with respect to a person which is not a company or
corporation, the power to direct the management and policies of such person by
operation of law.
4.10.12 A Bidder shall be liable for disqualification and forfeiture of Bid Security if any
legal, financial or technical advisor of TSIIC in relation to the Project, is engaged
by the Bidder or any Associate thereof, as the case may be, in any manner for
matters related to or incidental to such Project during the Bidding Process or
subsequent to the (i) issue of the LoI or (ii) execution of the Concession
Agreement.
4.11 BID RESPONSIVENESS

4.11.1 A Bid shall be deemed “non-responsive” if it does not satisfy any of the following
conditions:
i. It is not received by the Due Date and time
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ii. It does not include sufficient information/ details for it to be evaluated and/or is
not in the formats specified in this RFP.
iii. It is not signed and/or sealed in the manner as specified in this RFP.
iv. The Bid Security/ies is not submitted by the Bidder along with the bid or
submitted in any other form other than that prescribed in the RFP.
4.11.2 Non-responsive Bids shall be liable for rejection at any stage during the Bid
evaluation process and the decision of TSIIC in this regard is final and binding.
4.12 PRE-BID CONFERENCE

4.12.1 A Pre-Bid conference of the Bidders shall be held on the date and time specified
in the RFP (Schedule of Bidding Process), at the office of the TSIIC Head
Office, Hyderabad and the Bidder’s designated representative(s) are invited to
attend the same. A maximum of two (2) representatives of each Bidder shall be
allowed to participate on production of authority letter from the Bidder.
4.12.2 Bidders are advised to contact TSIIC to indicate whether or not they will attend
and, if so, the number of attendee(s) and their names, designation etc, at least
two (2) working days prior to the date of the pre-bid conference.
4.12.3 The purpose of the Pre-Bid Conference(s) will be to clarify queries of the Bidders
related to the Project, Project site and RFP document, if any.During the course
of the Pre-Bid conference, the Bidders shall be free to seek clarifications and
make suggestions for consideration of the TSIIC. TSIIC 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.
4.12.4 The Bidders should submit the queries in writing or by fax or e-mail and the
same should reach to TSIIC at least two (2) working days before the pre-bid
conference along with a soft copy of the same to TSIIC by e-mail.
4.12.5 Minutes of the Pre-Bid conference will be sent to all Bidders, which will
subsequently form an addendum to this RFP, as required.
4.12.6 The responses to the queries raised in the Pre-Bid Conference will be updated
on the TSIIC website. Any modification to the RFP (including the Concession
Agreement) which may be considered necessary as a result of the Pre-Bid
Conference or otherwise in the sole discretion of TSIIC shall be made by TSIIC
exclusively through the issue of an Addendum / issue of the revised RFP
(including Concession Agreement), shall be uploaded on TSIIC website.
4.12.7 Non-attendance at the Pre-Bid Conference will not be a cause for disqualification
of a Bidder.
4.13 CLARIFICATION & AMENDMENT OF RFP DOCUMENT
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4.13.1 Bidder requiring any clarification on the RFP document shall request TSIIC office
in writing or by e-mail or facsimile (any reference to either E-mail or facsimile
shall be interpreted to include the other) at the address indicated in the RFP.
TSIIC /Project Advisors will respond to any request for clarification, which is
received before two working days from the Pre-Bid Meeting to enable other
Bidders to react/incorporate prior to the Due Date. Copies of response given by
TSIIC/ Project Advisors will be forwarded to all Bidders, including a description
of the query, but without identifying its source.
4.13.2 The Bidders shall note that reliance upon information/ clarification that is
provided by any other source shall be at the risk of the Bidders.
4.13.3 At any time prior to the Due Date, TSIIC may amend the RFP document by
issuing an addendum.
4.13.4 Any addendum thus issued shall be part of the RFP document and shall be
updated on the TSIIC website only.
4.14 FRAUD AND CORRUPT PRACTICES

4.14.1 The Bidders and their respective officers, employees, agents and advisers shall
observe the highest standard of ethics during the Bidding Process and subsequent to
the issue of the LOI and during the subsistence of the Concession Agreement.
Notwithstanding anything to the contrary contained herein, or in the LOI or the
Concession Agreement, the Authority shall reject a Bid, withdraw the LOI, or terminate
the Concession Agreement, as the case may be, without being liable in any manner
whatsoever to the Bidder or Concessionaire, as the case may be, if it determines that
the Bidder or Concessionaire, as the case may be, has, directly or indirectly or through
an agent, engaged in corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice in the Bidding Process. In such an event, the
Authority shall forfeit and appropriate the Bid Security or Performance Security, as the
case may be, as mutually agreed genuine pre-estimated compensation and damages
payable to the Authority 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.
4.14.2 Without prejudice to the rights of the Authority under Clause 4.15.1 hereinabove
and the rights and remedies which the Authority may have under the LOI or the
Concession Agreement, 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 LOI or the
execution of the Concession Agreement, such Bidder or Concessionaire shall not be
eligible to participate in any tender or RFP issued by the Authority during a period of 2
39
(two) years from the date such Bidder or Concessionaire, as the case may be, is found
by the Authority to have directly or indirectly or through an agent, engaged or indulged
in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practices, as the case may be.
4.14.3 For the purposes of this Clause 4.15.2, the following terms shall have the
meaning hereinafter respectively assigned to them:
a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence the actions of any person connected with
the Bidding Process (for avoidance of doubt, offering of employment to or employing or
engaging in any manner whatsoever, directly or indirectly, any official of the Authority
who is or has been associated in any manner, directly or indirectly with the Bidding
Process or the LOI or has dealt with matters concerning the Concession Agreement or
arising there from, before or after the execution thereof, at any time prior to the expiry
of one year from the date such official resigns or retires from or otherwise ceases to be
in the service of the Authority, shall be deemed to constitute influencing the actions of
a person connected with the Bidding Process); or (ii) engaging in any manner
whatsoever, whether during the Bidding Process or after the issue of the LOI or after
the execution of the Concession Agreement, as the case may be, any person in respect
of any matter relating to the Project or the LOI or the Concession Agreement, who at
any time has been or is a legal, financial or technical adviser of the Authority in relation
to any matter concerning the Project;
b) “fraudulent practice” means a misrepresentation or omission of facts or suppression
of facts or disclosure of incomplete facts, in order to influence the Bidding Process ;
c) “coercive practice” means impairing or harming, or threatening to impair or harm,
directly or indirectly, any person or property to influence any person’s participation or
action in the Bidding Process;
d) “undesirable practice” means (i) establishing contact with any person connected
with or employed or engaged by the Authority with the objective of canvassing,
lobbying or in any manner influencing or attempting to influence the Bidding Process;
or (ii) having a Conflict of Interest; and
e) “restrictive practice” means forming a cartel or arriving at any understanding or
arrangement among Bidders with the objective of restricting or manipulating a full and
fair competition in the Bidding Process.
4.15 REJECTION OF BIDS

4.15.1 Notwithstanding anything contained in this RFP, TSIIC reserves the right to
reject any Bid and to annul the Bidding Process and reject all Bids at any time
without any liability or any obligation for such acceptance, rejection or
annulment, and without assigning any reasons therefor. In the event that TSIIC
40
rejects or annuls all the Bids, it may, in its discretion, invite all eligible Bidders to
submit fresh Bids hereunder or may take such other steps as it may deem fit in
its sole discretion as per applicable laws without being liable for the same in any
manner.
4.15.2 The Authority reserves the right not to proceed with the Bidding Process at any
time, without notice or liability, and to reject any Bid without assigning any
reasons.
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5.0 BIDDING PROCESS

5.1 The Bidders are required to submit single bid for the project (subject to eligibility).
The bid comprises of two envelopes (i) Technical Bid in Envelope I and (ii) Commercial
Bid in Envelope II. Both the envelopes shall be placed inside an Outer Envelope.
5.2 The Technical Bid in Envelope-I will be evaluated based on the compliance vis-à-vis
the stipulated Technical Criteria.
5.3 The Bidders qualified in the technical evaluation will only be eligible for opening &
evaluation of their Commercial Bids. Evaluation of the Commercial Bids will be the
final stage of evaluation process.
5.4 In order to accomplish a comprehensive, expeditious and fair Bid evaluation process,
Bidders are requested to study the contents of the RFP documents completely and
carefully. The Bidders may obtain clarifications, if required from TSIIC/ Project
Advisors in this regard.
5.5 The evaluation of Bids would lead to the selection of a Preferred Bidder.
5.6 The Bidders will have to provide Bid Security in the form of a demand draft/Bank
Guarantee to the Authority as per the Bid Summary (Clause 2.0 of Volume I of this
RFP). The Bid shall be summarily rejected if it is not accompanied by the Bid Security.
5.7 The sole criterion for selection of the Bidder is the “LOWEST CONCESSION
PERIOD”, quoted by the Bidder in its commercial bid.
5.8 Generally, the Selected Bidder shall be the Lowest (L1) (Lowest Concession Period
quoted by the Bidder) Bidder in its Commercial Bid (Strictly as per the format provided
in this RFP). The remaining Bidders shall be kept in reserve and may, in accordance
with the process specified in Clause 7.8, Volume 1 of this RFP, be invited to match the
Bid submitted by the Lowest (L1) Bidder, in case such Lowest Bidder withdraws or is
not selected for any reason. In the event that none of the other Bidders match the Bid
of the Lowest Bidder, the Authority may, in its discretion, invite fresh Bids from all
Bidders or annul the Bidding Process, as the case may be.
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6.0 PREPARATION AND SUBMISSION OF BIDS
6.1 GENERAL SUBMISSIONS

6.1.1 The Bid shall be submitted in two (02) separate envelopes as under, placed in an
Outer Envelope along with appendices as per Appendix A of Volume III of
RFP.
ENVELOPE I: Technical Bid (as per Appendix B of Volume III of RFP)
ENVELOPE II: Commercial Bid (as per Appendix C of Volume III of RFP)
6.2 INSTRUCTIONS FOR SUBMISSION OF OUTER ENVEOPE

The following shall be submitted in the Outer Envelope:
1. Checklist of Submissions as per Appendix A1 of Volume III of RFP
2. Covering Letter as per Appendix A2 of Volume III of RFP
3. Bid Security as mentioned in the RFP document.
4. Signed RFP along with Addenda (if any) signed on all pages by the authorized
signatory
“OUTER ENVELOPE” shall be sealed, labelled as “BID FOR DEVELOPMENT OF

URBAN STREET INFRASTRUCTURE FOR ISB ROAD FROM DLF CIRCLE TO
VARUN MOTORS, HYDERABAD UNDER IALA NANAKRAMGUDA” and NOT TO BE
OPENED BEFORE THE DUE DATE/TIME FOR BID SUBMISSION & OPENING”.
6.3 INSTRUCTIONS FOR SUBMISSION OF TECHNICAL BID (Envelope I)

The following shall be submitted as part of the Technical Bid (Envelope I). The Technical
Proposal/ bid shall be sealed in separate envelope.
 Appendix B1: Letter of Application (On the letter head of Bidder or Lead Member in
case of Consortium).
 Appendix B2: General Information about the Bidder (To be submitted by each
member in case of Consortium).
 Appendix B3(a): Power of Attorney for signing of Bid/Proposal (To be submitted by
the Bidder or Lead Member in case of Consortium on a non-judicial stamp paper of
Rs.100 duly attested by notary public).
 Appendix B3(b): Power of Attorney for Lead Member of Consortium (on a non-
judicial stamp paper of Rs.100 duly attested by notary public).
 Appendix B4: Anti Collusion Certificate (In case of Consortium, each member of the
Consortium need to execute this).
 Appendix B5: Project Undertaking (To be executed by the Bidder or Lead Member in
case of Consortium).
 Appendix B6: Affidavit (To be submitted by Bidder/each member in case of
Consortium on a non-judicial stamp paper of Rs. 100 duly attested by notary public)
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 Appendix B7: Technical Qualification Details

 Appendix B8: Financial Qualification Details
 Appendix B9: Consortium Agreement, in case of Consortium
 Appendix B10: Letter of Undertaking for Technical Bid
The envelope containing the Technical Proposal shall have written on the top:
ENVELOPE – I: “TECHNICAL PROPOSAL FOR DEVELOPMENT OF URBAN

STREET INFRASTRUCTURE FOR ISB ROAD FROM DLF CIRCLE TO VARUN
MOTORS, HYDERABAD ON PPP MODE UNDER IALA NANAKRAMGUDA” and
shall be placed in the Outer Envelope.
6.4 INSTRUCTIONS FOR SUBMISSION COMMERCIAL BID

The Bidders shall be required to submit their Commercial Bids (Concession Period)
sealed in separate envelope (ENVELOPE II) as under:
6.4.1 Commercial Bid Letter & Format as per Appendix - C (RFP-Volume-III)
duly filled in to quote the ”CONCESSION PERIOD”.
6.4.2 Bidders shall prepare and submit only One (1) original document of the
Commercial Bid in Envelope II. The envelope containing the Commercial Bid shall
be sealed, labelled as ENVELOPE – II: “COMMERCIAL BID FOR
DEVELOPMENT OF URBAN STREET INFRASTRUCTURE FOR ISB ROAD
FROM DLF CIRCLE TO VARUN MOTORS, HYDERABAD ON PPP MODE
UNDER IALA NANAKRAMGUDA” and placed inside the Outer Envelope.
6.5 COMMON INSTRUCTIONS

6.5.1 All the inner envelopes shall indicate the name and address of the Bidder to
enable the Bid to be returned unopened in case it is declared “late” or “non
responsive” or “non-qualified”, as the case may be.
6.5.2 If the Outer Envelope is not sealed and marked as above, TSIIC/ Project advisors
will not assume any responsibility for the misplacement or premature opening of
the bid. If the Outer Envelope discloses the Bidder’s identity, TSIIC/Project
Advisors will not guarantee the anonymity of the bid submission, but this shall
not constitute grounds for rejection of the Bid.
6.5.3 The Bid must be received by TSIIC no later than the date specified in the
‘Schedule of Bidding Process’ at the address mentioned above in the RFP.
6.6 SIGNING OF BID

The Authorized Signatory shall sign or initial each page of the Bid documents along with
the stamp of the bidding firm/Lead Member and return the same. They should also sign
& stamp each page of the RFP (including the Draft Concession Agreement) issued &
return the same along with bid to TSIIC.
6.7 LATE BIDS
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The Bid received after the deadline for its submission will not be considered and will be
returned unopened to the Bidder. It is the Bidder’s responsibility to ensure that the Bids
are received at TSIIC office before the Due Date and Time.
6.8 NO MODIFICATION OR NO WITHDRAWAL OF BIDS

The Bidders are neither allowed to make any modifications to the Bid submitted nor
withdraw the Bid at any point of time after submission.
6.9 LANGUAGE OF THE PROPOSAL

The Proposal and related documents to the Proposal and all correspondence exchanged
between Bidder(s) and TSIIC shall be written in English. Supporting documents and
printed literature furnished by the Bidder(s) in another language shall be accompanied
with accurate translation of the relevant passages in English language. Supporting
materials, which are not translated into English, will not be considered. For the purpose
of interpretation and evaluation of the proposal, the English language translation shall
prevail.
6.10 CURRENCY OF PROPOSAL AND PAYMENT

The currency for the purpose of this RFP shall be Indian Rupees.
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7.0 BID OPENING AND EVALUATION

7.1 BID OPENING
7.1.1 The Outer Envelopes of the Bids will be opened in the presence of the Bidders’
designated representatives who choose to attend, at the time, date, and location
given below:
Location Office of the Chief Engineer, TSIIC office, Parishrama BHavan,
Basheerbagh, Hyderabad
Date As specified in the RFP-Bid Summary / Schedule of Bidding
Process
Time 3: 00 PM
7.1.2 The Envelope I (Technical Bids) of the Bids of the Bidders who have satisfactorily
submitted the documents in the Outer Envelope will also be opened, subsequent
to the Outer Envelope Opening.
7.1.3 The Commercial Bids of the Bidders who qualify in the evaluation of Technical
Bids only would be opened. The Commercial Bids shall be opened in the presence
of the representatives of the technically qualified Bidders, who choose to attend.
Technically qualified Bidders will be informed regarding the venue, date and time
of the Commercial Bids opening, separately.
7.2 PROCESS TO BE CONFIDENTIAL
7.2.1 Information relating to the examination, clarification, evaluation and comparison

of Bids and recommendations for the award of a contract shall not be disclosed
to the Bidders or any other persons who are not officially concerned with such
process or is not a retained professional advisor advising TSIIC in relation to, or
matters arising out of, or concerning the Bidding process. TSIIC will treat all
information, submitted as part of the Bid, in confidence and will require all those
who have access to such material to treat the same in confidence. TSIIC may not
divulge any such information unless it is directed to do so by any statutory entity
that has the power under law to require its disclosure or to enforce or assert any
right or privilege of the statutory entity and/ or TSIIC or as may be required by
law or in connection with any legal process.
7.3 CLARIFICATION OF BIDS

7.3.1 To assist in the examination, evaluation, and comparison of Bids, TSIIC/ Project
Advisors may, at its discretion, ask any Bidder for information/ clarification/
substantiation.
46
7.3.2 In addition, TSIIC may utilize services of any other consultants/advisors/ experts
to assist in the examination, evaluation and comparison of Bids.
7.3.3 However, clarifications if any required from Bidder, shall be in written form and
will be communicated to Bidder by TSIIC/ Project Advisors. No change in the
commercial terms or substance of the Bid shall be sought, offered or permitted
except as required to confirm the correction of arithmetical errors discovered by
TSIIC in the evaluation of the Bids in terms of this RFP.
7.3.4 Subject to Sub Clause 7.3.1, 7.3.2 and 7.3.3, no Bidders shall contact TSIIC on
any matter relating to its Bid from the time of Bid opening till the time the
Concession Agreement is awarded. Any effort by the Bidder to influence TSIIC in
Bid evaluation, Bid comparison or contract award decisions may result in the
rejection of its Bid.
7.4 EVALUATION OF BIDS
The Bid received will be evaluated based on the Bid Eligibility criteria specified in the
RFP
7.4.1 Evaluation of Technical Bid
a. Process: TSIIC may constitute a Committee for the purpose of Bid Evaluation.
The submissions of the Technical Bid would be evaluated to check its substantial
compliance with the stipulated requirements such as minimum bid Eligibility and
other mandatory requirements as indicated in the “Bid Summary”. If the
submission is not in substantial compliance or not in the prescribed format, the
submission will be rejected and the Bidder will be eliminated from further
evaluation process. The right to determine the ‘substantial compliance’ or
otherwise will rest solely with TSIIC/ Committee and no correspondence and/or
representation towards this will be entertained. A Technical Bid that is in
substantial compliance is one that is accompanied by the required documents in
the prescribed format that conforms to the requirements (Including Bid Eligibility
and other mandatory requirement detailed in the Bid summary) without material
deviation or reservation (i.e. which affects in any substantial way the scope,
obligations, quality, specifications, standards, rules, controls and performance of
the Project).
b. Cause for Rejection: The required information shall be provided in “reasonable
detail” and in the prescribed formats. For purposes here, ‘reasonable detail’
means that, the submissions in the Technical Bid generally meet the
requirements and if need be, by having communication with the Bidder, the same
can be clarified. The determination of whether the information has been provided
in ‘reasonable detail’ rests solely with TSIIC/ Committee.
47
c. TSIIC/ Committee may discuss, request clarifications/ substantiation/additional

information and require meeting with the Bidders or presentation by the Bidders
on their Technical Bids. The Bidder shall provide clarifications/
substantiation/additional information, as requested within a period of one week.
d. The evaluation of the Technical Bid is summarised as below:
S.No Criteria Result

1 a) Meets the Minimum Bid Eligibility Criteria and other mandatory Yes/ No
requirements as indicated in the Bid Summary of this RFP
b) Undertaking to complete the MDOs and agree to design,
develop, finance, Operate and Maintain the project as per the
RFP conditions during the Concession Period (Technical
Compliance of the RFP as per the format -Appendix B)
e. If the answer to the ‘Result’ is ‘No’ the Bid shall be non- qualifying and hence
would not be taken up for opening and evaluation of the Commercial Bid. If
answer to the ‘Result’ is ‘Yes’ then the Commercial Bid of the Bidder will be
opened and evaluated.
7.4.2 Evaluation of Commercial Bids

a. Process: If the submission is in substantial compliance with the Technical Bid,
then, the review and evaluation of the Commercial Bid would be undertaken. If
the submission does not satisfy the criteria, the submission will be rejected and
the Bidder will be eliminated from further evaluation process.
b. Requirements for Substantial Compliance: Prior to the detailed evaluation of the
Commercial Bid, it would be determined whether each Bid:
i. Has been properly signed and contains the required representations or
commitments;
ii. Is presented in a manner that conforms with the requirements of the RFP
including the specified format;
c. Material Deviation: A material deviation or reservation is one
i. Which affects in any substantial way the requirements of the RFP and
performance of the Project; or
ii. Which is substantially inconsistent with the requirements of the RFP. This limits in
any substantial way, TSIIC’s rights or the Bidder’s obligation under the
iii. Whose rectification would affect unfairly the competitive provision of other
bidders presenting substantially responsive Bids.
d. Evaluation: For evaluation of the Commercial Bid, the Lowest Concession
Period quoted by the Bidder will be taken into consideration. The sole
48
criteria for evaluation of the Commercial Bid is the Lowest

Concession Period quoted in the prescribed format (Appendix C).
7.5 CORRECTION OF ERRORS
Bid determined to be substantially responsive will be checked for any arithmetic errors.
Wherever there is conflict between the amounts in figures and in words, the amount
stated in words will be taken as correct; and
a. The corrections made by TSIIC/ Committee, as explained above, shall be
considered as binding upon the Bidder.
b. If the Bidder does not accept the corrections in the Bid, the Bid may be summarily
rejected and Bid Security may be forfeited.
7.6 PREFERRED BIDDER
As per the evaluation of the Commercial Bids, the Bidder, who quotes the Lowest
Concession Period for the project, will be the “Preferred Bidder”.
7.7 SPECIAL CONDITION FOR SELECTION OF PREFERRED BIDDER
In the event that two or more Bidder(s) bids are determined to have the same Lowest
Concession Period quotes (the “Tie Bidders”), the Authority shall identify the Lowest
bidder by draw of lots, which shall be conducted, with prior notice, in the presence of
the Tie Bidders who choose to attend.
7.8 WITH DRAWAL/ NON SELECTION OF PREFERRED BIDDER
In the event that the Lowest (Preferred) Bidder (L1) withdraws or is not selected for any
reason in the first instance (the “first round of bidding”), the Authority may invite the
remaining Bidders to revalidate or extend their respective Bid Security, as necessary,
and match the Bid of the aforesaid Lowest Bidder (the “second round of bidding”). If
in the second round of bidding, only one Bidder matches the Lowest Bidder, it shall be
the Preferred Bidder. If two or more Bidders match the said Lowest Bidder in the second
round of bidding, then the Bidder whose Bid was lower as compared to other Bidder(s)
in the first round of bidding shall be the Selected Bidder. For example, if the third and
fourth Lowest Bidders in the first round of bidding offer to match the said Lowest Bidder
in the second round of bidding, then the said third Lowest Bidder shall be the Preferred
Bidder.
7.9 CONFIDENTIALITY
The confidentiality of the Technical Bid of each Bidder will be respected by TSIIC/Project
Advisors and will not be divulged unless required by operation of law. The contents of
49
the Technical Bids and any other non-proprietary information, of the Preferred Bidder
may be made public at the sole discretion of TSIIC.
50
8.0 AWARD OF PROJECT/ SIGNING OF CONCESSION AGREEMENT
8.1 TSIIC’S RIGHT TO REJECT ANY OR ALL BIDS

TSIIC reserves the right to accept or reject any Bid, and to annul the bidding process
and reject all bids, at any time prior to the award of Concession, without thereby
incurring any liability to the affected Bidder or Bidders and /or any obligation to inform
the affected Bidder or Bidders of the grounds for its action.
8.2 ISSUE OF LOI AFTER EVALUATION OF THE BIDS AND APPROVAL OF

TSIIC
Upon completion of the Bid evaluation process, acceptance of the Bid and intention of
award of the Project/ Concession would be conveyed by TSIIC to the Preferred Bidder,
who satisfies all other compliance requirements. The Letter of Intent (LoI) would be
issued by TSIIC to the Preferred Bidder by fax or e-mail confirmed by a letter.
8.3 FULFILMENT OF LOI CONDITIONS

The Preferred Bidder needs to fulfil the following LoI conditions that are pre-conditions
for agreement signing.
8.3.1 Submission of Construction Performance Security as specified in the Bid
Summary of the RFP within 30 days from the date of issue of LoI
8.3.2 Payment of Rs. 20,00,000/- (Rupees Twenty Lakhs only) as Demand Draft
towards Non-refundable and irrevocable Project Development Fee for the Project
within 30 days from the date of issue of LoI
8.3.3 If the Preferred Bidder fails to fulfil the above conditions within the stipulated
period, TSIIC will have a right to reject the Bid by forfeiting the Bid Security of
the Preferred Bidder and consider the offer to other Bidders as per the clause 7.8
of Volume I of this RFP. The decision of TSIIC in this regard is final and binding.
8.4 SIGNING OF CONCESSION AGREEMENT

8.4.1 The Preferred Bidder shall sign the Concession Agreement with TSIIC within 30
days of issue of LoI upon fulfilling the requirements mentioned as above.
8.4.2 If the Preferred Bidder fails to sign the Concession Agreement with TSIIC, the Bid
Security of the Preferred Bidder shall be liable to be forfeited. In that event,
TSIIC shall have right to award the Project to other Bidder as per clause 7.8,
Volume I of this RFP and sign the Concession Agreement accordingly.
8.4.3 TSIIC shall release the Bid Security to the Preferred Bidder only upon signing of
the Concession Agreement with TSIIC or TSIIC may consider adjustment of the
same towards any payments to be made by the Preferred Bidder as a pre
condition for signing of the Concession Agreement.
8.5 Miscellaneous
51
8.5.1 The Bidding Process and this RFP shall be governed by, and construed in
accordance with, the laws of India and the Courts at Hyderabad shall have
exclusive jurisdiction over all disputes arising under, pursuant to and/ or in
connection with the Bidding Process.
8.5.2 TSIIC, in its sole discretion and without incurring any obligation or liability,
reserves the right, at any time, to;
(a) suspend and/ or cancel the Bidding Process and/ or amend and/ or
supplement the Bidding Process or modify the dates or other terms and
conditions relating thereto;
(b) consult with any Bidder in order to receive clarification or further
information;
(c) retain any information and/ or evidence submitted to TSIIC by, on behalf
of, and/ or in relation to any Bidder;
(d) Independently verify, disqualify, reject and/ or accept any and all
submissions or other information and/ or evidence submitted by or on behalf of
any Bidder;
(e) supplement/ modify/ amend/ alter the terms of the grant of Concession
pursuant to this RFP, or the technical/ financial or any other parameter for
selection or evaluation of the Bidders or any terms and conditions of this RFP.
8.5.3 In order to afford the Bidders a reasonable time for taking an Addendum /
supplement / modification etc. into account, or for any other reason, TSIIC may, at
its own discretion, extend the Due Date and time of Bid submission.
8.5.4 It shall be deemed that by submitting the Bid, the Bidder agrees and releases
TSIIC its employees, agents, officers, consultants and advisers, irrevocably,
unconditionally, fully and finally from any and all liability for claims, losses,
damages, costs, expenses or liabilities in any way related to or arising from the
exercise of any rights and/ or performance of any obligations hereunder, pursuant
hereto and/ or in connection with the Bidding Process and waives, to the fullest
extent permitted by applicable laws, any and all rights and/or claims it may have in
this respect, whether actual or contingent, whether present or in future.
8.5.5 The Bidding documents are to be taken as mutually explanatory, unless otherwise
expressly provided elsewhere in this RFP.
52
VOLUME II
DEVELOPMENT CONTROLS
AND
TECHNICAL SPECIFICATIONS
DEVELOPMENT OF URBAN STREET INFRASTRUCTURE FOR ISB ROAD FROM DLF CIRCLE TO VARUN
MOTORS, HYDERABAD, TELANGANA ON PPP MODE UNDER IALA NANAKRAMGUDA
Request For Proposal - Volume III: Formats for Bid Submission February 2019
TABLE OF CONTENTS
1. DEVELOPMENT BRIEF ........................................................................... 3

1.1 Scope of Work .......................................................................................... 4
1.2 Project Area & Location ............................................................................. 5
2. DEVELOPMENT CONTROLS ................................................................... 5
3. PROJECT COMPONENTS ....................................................................... 6
3.1 Proposed Project Components ................................................................... 7
3.2 Minimum Development Obligations/ Essential Facilities ............................... 7
4. TECHNICAL SPECIFICATIONS AND STANDARDS ............................. 14
4.1 Preamble................................................................................................ 14
4.2 Site Development Related Specifications .................................................. 15
4.3 Specifications And Standards Of Project Components/ Facilities ................. 15
4.4 Services: Electrical, Drainage and Solid Waste Management ...................... 19
4.5 Fire fighting Facilities .............................................................................. 19
4.6 Provisions for Differently Abled Persons ................................................... 20
4.7 Supporting Facilities and Amenities .......................................................... 20
4.8 Other Standards ..................................................................................... 20
5. MAINTENANCE AND PERFORMANCE STANDARDS ........................... 22
5.1 Preamble................................................................................................ 22
5.2 General .................................................................................................. 22
5.3 Maintenance Works ................................................................................ 22
5.4 Equipment Maintenance .......................................................................... 22
5.5 Performance Standards: Intent ................................................................ 23
5.6 Maintenance Performance Standards ....................................................... 24
5.7 Performance Standards for Operation ...................................................... 25
6. CLEARANCES AND SANCTIONS .......................................................... 26
2
1. DEVELOPMENT BRIEF
The responsibility of the successful Bidder shall include all activities that are required to
be undertaken, in order to confirm with the Minimum Development Obligations, Use
Allocation provided in this section of RFP. The proposed project facilities would need to be
planned, designed, developed, operated and maintained by the Selected Developer (only
after the prior approval of TSIIC) in accordance with the Specifications, Standards, Design
Guidelines and ‘Maintenance & Performance Standards’ provided in this section of RFP
and as highlighted in table below.
Table 1: Applicable Regulations / Guidelines
S. Description of Applicable Standards Remarks

No. Parameter
1. Development  IRC: 103-2012 - Guidelines Any other applicable

Controls and for pedestrian facilities regulations/stipulations,
Regulations  Hyderabad Revised Common of any other statutory
Building Rules, 2006 issued authorities applicable.
vide G.O. 86 Dt. 03.03.2006.
 National Highway Authority
of India (NHAI) regulations
 Any other regulations issued
by any other Statutory
Authorities applicable within
the jurisdiction of TSIIC IALA
Cyberabad & IALA
Gachibowli, Hyderabad.
2. Spatial planning Urban Development Plans Any other applicable
and architectural Formulation & Implementation regulations/stipulations,
design guidelines guidelines (UDPFI) and Time of any other statutory
Saver Standards. authorities.
Specifications, guidelines
stipulated in this section of
RFP
3. Facilities for Persons with Disabilities Act, Any other applicable
Persons with 2010 with subsequent regulations/stipulations,
Different Abilities amendments and ‘UN of any other statutory
3
S. Description of Applicable Standards Remarks

No. Parameter
(Differently Abled Convention for Rights of Persons authorities.
Persons) with Disabilities (UNCRPD).
4. Alternative/ non ‘Environmental Building Any other applicable

conventional Guidelines’ of HMDA and Indian regulations/stipulations of
materials/ Green Building Council (IGBC) any other statutory
technologies, authorities.
sustainable
buildings, energy
conservation, etc.
5. All Pavements Indian Road Congress (IRC) & Any other applicable
and Signage Ministry of Road Transport and regulations/stipulations,
Highways (MORTH) of any other statutory
specifications. authorities.
6. Project National Building Council (NBC) Any other applicable

construction regulations and as per Bureau of regulations/stipulations,
including Indian Standards (BIS). of any other statutory
structures, authorities.
utilities,
infrastructure
facilities, etc.
7. Fire Protection National Fire Protection Authority Any other applicable

and Detection (NFPA) regulations. regulations/stipulations,
Services. of any other statutory
authorities.
8. Performance ISO 9001: 2008 Any other applicable

Standards regulations/stipulations,
of any other statutory
authorities.
1.1 SCOPE OF WORK

The scope of work includes but not limited to;
4
a. Design, Finance, Construct, Operate and Maintain the project facilities including
ancillary/support infrastructure as per technical specifications provided in the
document
b. Meet the requirements laid down by the Competent Authority
1.2 PROJECT AREA & LOCATION

The Project site, ISB Road (Stretch from DLF Circle to Varun Motors) is part of
Nanakramguda, Financial district area, Hyderabad. The project stretch is approximately
3.44 km long with 36 m wide Right of Way (RoW) with four-lane divided carriageway
connecting Gachibowli junction on one end and Varun Motor on the other end. This 3.5
km road stretch is a prime connectivity for the institutions like internationally renowned
business school (Indian School of Business), Pullela Gopichand Academy and World’s
renowned organizations like Microsoft, Infosys, Virtusa, Wipro etc. ISB Road is also the
main access road for Boulder Hills and Hill Ridge gated residential township (housing
more than 1000 families). This road further leads to core of Financial District that houses
large MNCs and gated communities and Q City (Multi Tenanted IT Park) and further to
Outer Ring Road (ORR). ISB road is the major link between Hi-tech City, Gachibowli and
Financial District.
2. DEVELOPMENT CONTROLS
The subject project location i.e., L.H.S of ISB road from DLF Circle to Varun Motors (via
Wipro circle) is located in TSIIC IALA/s and falls within jurisdiction of the Hyderabad
Metropolitan Development Authority (HMDA).
5
All the Applicable Development Controls and Regulations for development of the project
shall be as per the Hyderabad Metropolitan Development Plan 2031 and Hyderabad
‘Revised Common Building Rules, 2006’ issued vide G.O Ms. No 86 dated 03/03/2006 and
the amendments thereof. The Hyderabad Revised Common Building Rules, 2006 are
available at www.hmda.gov.in for reference.
The selected Developer shall ensure that the Project design and development is compliant
with ‘National Highway Authority of India (NHAI)’ regulations. The project components
like pavements, signage, etc. shall be as per MORTH (Ministry of Roads, Transport and
Highways) specifications. The Public Amenities Centres & structure shall adhere to the
standards/ regulations of National Building Construction Code (NBCC) and BIS. Norms
regarding Fire protection and detection as stipulated by National Fire Protection Authority
(NFPA) shall be considered in the design and construction of project facilities as may be
necessary. The projects shall provide safe and eased access to the project facilities for the
‘Persons with different abilities’ and shall be as per “Persons with Disabilities Act, 2010”
with subsequent amendments and ‘UN Convention for Rights of Persons with Disabilities
(UNCRPD). Overall, the performance of the project facilities shall comply/ satisfy as per
ISO 9001:2008 standards.
The selected Developer shall also confirm to any other applicable stipulations and
guidelines issued by any other statutory authorities. The developer may consider
employing solar energy to meet part of the power requirements of the project facilities
like landscape lighting & lighting of the advertisements, etc.
3. PROJECT COMPONENTS
a. TSIIC envisages creation of state-of-the-art Urban Street Infrastructure for ISB Road
from DLF circle to Varun Motor, Hyderabad with an stretch of 3.50 Km and varying
width of maximum 4.5 meters. In this regard, TSIIC intends to select the developer
for undertaking the project. The selected developer is expected to Design, Finance,
Construct, Operate and Maintain the Project Facility.
b. The developer shall prefer to adopt eco-friendly practices in designing and operation
of the project. The developer may explore mechanism for renewable energy
generation (like solar panels) which can be utilised for operation of project facilities
and allied facilities that would make the facility self-sustainable and also result in
reduced operational expenditure.
c. The developer shall design, develop other optional facilities (only upon prior
approval of TSIIC Limited) defined in this RFP to recover the capital expenditure
6
during the quoted Authorization period.
3.1 PROPOSED PROJECT COMPONENTS
The selected developer shall undertake the project’s Development, Implementation,

Operation and Maintenance strictly in accordance with the following minimum
specifications and as per the terms and conditions stipulated in this RFP.
3.1.1 Pedestrian Walkway with illumination

3.1.2 Cycle track with side railings and parking docks
3.1.3 Themed Landscape & Vertical garden
3.1.4 Public Amenities Centres with parking facilities
3.1.5 Digital Signage and Waste Collection Bins
3.1.6 Other Optional Facilities such as food courts, Advertisement hoardings.
3.2 MINIMUM DEVELOPMENT OBLIGATIONS/ ESSENTIAL FACILITIES
An Urban Street Infrastructure for ISB road shall be planned, designed, developed /
constructed and operationalised by the Selected Developer within Six month from the
date of signing the Concession Agreement in accordance with the RFP stipulations.
3.2.1 Pedestrian walkway with illumination

 Minimum clear walking width of 1.80 meters and length of 3.50 Km on L.H.S side of
the ISB road (i.e., towards IDBI, Infosys, Wipro side)
 Tactile pavers (width of 300 mm) – Guiding the pedestrians with vision impairment
 Pedestrian walkway shall be raised 150mm from the proposed adjoining cycle track
 Illumination along the entire walkway at 10 m intervals with ornamental street
lighting and its associated fixtures
3.2.2 Cycle track with side railings

 Minimum clear cycle riding track width of 2.0 meters and length of 3.50 Km on
L.H.S side of the ISB road
 Side railing over the kerb placed near the main carriageway along 3.50 Km, subject
to the entrance gates to the existing property holders.
 Develop at least 3 cycle parking docks each with a capacity of at least 10 cycles as
approved by TSIIC and also procure at least 25 (no) of bicycles
7
3.2.3 Themed landscape

 Beautification of street with thematic plantation (shrubs/plants) wherever
applicable
 Lawn development including ornamental / flowering shrubs between the property
line & proposed pedestrian walkway all along the stretch on LHS
 Procurement of at least 75 no. of planter boxes for flowering plants preferable
ornamental / shrubs.
3.2.4 Vertical Garden

 Vertical garden with creepers and ornamental species with minimum height of 3m
and minimum stretch of 510 meters from chainage 1670 to 2180
3.2.5 Public Amenities Centre

 Develop maximum of four (04) nos. of Public Amenities centers (Only on the L.H.S
of ISB road) each of an area not exceeding 500 sq ft and width of maximum 2.5 m
 Each Public Amenities Center shall comprise of atleast one toilet facility, Mobile
charging points, seating benches and other permitted optional facilities
 These Amenities are to be developed only at the locations specified below:
 Develop Diagonal parking facilities with a capacity of at least five (05) ECS
(Equivalent Car Space) adjacent to each of the development Public Amenities
Centers.
3.2.6 Signage and Waste collection Bins
 Procurement of at least fifty (50) no. of Solid waste management bins
(Segregated bins – Plastic, Paper & Cans) and
 Procurement of at least five (05) digital directional signage boards
3.2.7 Providing street furniture at regular or necessary intervals to the Pedestrian,
physical challenged people and cyclist
3.2.8 Optional Facilities
8
Optional facilities shall mean the commercial facilities like Advertisements space, Food
courts, ATMs/ Kiosks as approved by TSIIC. However, the details of such optional
facilities are indicated below;
Gantry Arch (Backlit system) 30 X 10 05
Central Median (Backlit system) 3X5 50
Boards on Public Amenities Centre 6X4 04
(Backlit system)
Commercial food courts/ snack bar / 500 sq ft each including 4
ATM / kiosks etc. toilets
**The tentative locations of the Public Amenities are earmarked in the map enclosed as
Annexure-1, however, the Selected Bidder may erect advertisement facilities (as per the
permitted numbers and sized mentioned in herein above) along the project stretch i.e. L.H.S
and Central Median of the ISB Road, without causing any disturbance to the abutting
properties. These advertisement locations are to be specified in the conceptual plans & DPR
and duly approved by the Authority.
3.2.9 Special Conditions for Developer:
a) The Concessionaire shall prepare at least three (03) conceptual plans / designs (with
3D views) of the project for the entire stretch of 3.50 Km, the design shall be
modern, innovative, creative and attractive. The conceptual plan shall clearly
indicate the location and design of the advertisement Hoarding especially the
Unipoles and Public Amenities centre. The design should be such that it doesn’t
affect the free, smooth and safe movement of the traffic. Further, the Bidder shall
consider the existing manhole covers present over the utilities duct during designing
the conceptual plans. Accordingly, the conceptual plans / designs shall ensure that
the said manholes shall be operational and intact with the proposed development.
b) Based on the designs & views submitted by the Concessionaire, TSIIC shall approve
anyone of such designs and the Concessionaire may commence implementation of
such approved design.
9
c) The Concessionaire shall provide or arrange at its own cost (during the Concession
Period) the required facilities such as power, electricity, solid waste disposal and any
other associate facilities required from time to time in respect of the construction,
operation and maintenance of the Project/Project facilities and be in compliance to
the requirements relating thereto under the Applicable Laws, terms of Applicable
Permits and Good Industry Practice. However, TSIIC will extend their support in
submitting the required requisite to the concern authorities.
The selected Developer shall consider the following four (04) types of road sections at
various intervals, depending on the available RoW, site condition and other specific
reasons.
A: Type 1
This is a typical road section and plan possible in the stretches where maximum
width of shoulder is available with clear RoW. The components that run all along
these type of road stretch are represented in the figure below:
10
Cross Section - Type 1
This type of section is feasible from the DLF circle till Infosys Campus (Chainage 0 –
960), From Infosys Campus till Boulder Hills (Chainage 1280 – 1680) and From
Mantri Cosmos to Varun Motors (Chainage 2670 to 3440).
B. Type 2
This is a typical road section and plan possible in the stretches where surface is
entirely concrete and landscaping is proposed to be developed in the form of Parklets.
Only 300 m stretch near Infosys campus is feasible for this type.
Typical section along Infosys Campus boundary:
11
C. Type 3
This is a typical road section and plan possible in the stretches where the property
boundary is rocky and the surface is concrete. A vertical Garden fence is
recommended in this scenarios. Only 510 m stretch along Boulder Hills boundary is
feasible for this type.
12
D. Type 4
This is a typical road section and plan possible in the stretches where there is no
enough space for the Pedestrians and Bicycle tracks. In such cases, it is
recommended to lay a “Shared Pathway” for Pedestrians and Bicycles and demerge
once the clear RoW is available. Only 170 m stretch between Wipro junction and
Mantri Celestra along the Wipro Lake is feasible for this type. Since there is only an
existing 2m width footpath is available, a shared pathway is proposed along the lake.
13
4. TECHNICAL SPECIFICATIONS AND STANDARDS

4.1 PREAMBLE
The Technical Specifications contained herein shall be read in conjunction with the other
Bidding Documents as specified.
In addition to the Development Controls covered in the previous Part, the Specifications
and Standards as defined in the Authorisation Agreement cover the Technical
Specifications and Guidelines for various essential components of project.
The following specifications and standards cover only some of the minimum requirements
for the development of project facilities. The Developer shall construct, operate, maintain
and manage the proposed project facilities strictly confirming to the relevant Indian
standards, Bureau of Indian Standards (BIS), the best industry practices, and
internationally acceptable norms for street furniture. Whether the requirements are
explicitly stated or not in the RFP documents, the Developers must note that TSIIC
14
envisages a world class facility in all respects and expects international quality and
standards from the selected Developer, as the binding contractual obligation.
This part of the volume covers the Technical Specifications and Maintenance and
Performance Standards, comprising:
a. Site Development Related Specifications
b. Civil and Structural Specifications
c. Design Specifications and Standards
d. Services: Electrical, Drainage and Solid Waste Management
e. Other relevant Standards
4.2 SITE DEVELOPMENT RELATED SPECIFICATIONS

ESSENTIAL AND OPTIONAL FACILITIES
a. All the project components/ facilities shall be as per the design approved by TSIIC
Limited.
b. The designs, locations and numbers of the other optional facilities, shall be as
approved by TSIIC Limited only.
c. The Developer shall follow the recommended practices for road signs as per IRC
67:2001 and for pedestrian facilities as per IRC 103:1988.
4.3 SPECIFICATIONS AND STANDARDS OF PROJECT COMPONENTS/ FACILITIES

All design standards and specifications apart from serving the needs of the general
public/ pedestrians should confirm to the requirements of the physically disabled/
differently-abled persons. Specific design specifications are as follows.
Pedestrian Walkway
The Concessionaire shall construct the Pedestrian walkway with rigid pavement IRC:
58 (2002) for heavy traffic conditions as per MORTH regulations over the existing
utilities duct.
Cycle track with side railing
The Concessionaire shall install Guard Railing with Mild Steel (MS) or any other
material (as approved by TSIIC) to ensure the safe passage of Cyclers or users. For
every 150 meters, gap-in- rail with a length of 1.5 meter shall be placed for pedestrian
15
to cross the road. Signage shall erected at the Gap-in-Railing. MS shall be in

accordance with the IS: 1161 (2014)
The Minimum specification for the cycle are
 Unisex steel frame Lowered geometry for making it easy to get on/off the
cycle
 Minimum weight 14.1 kg per each cycle
 Rigid steel fork (1-1/8 threaded pivot)
 Plastic brake levers & Steel front/rear V-brake callipers.
 Semi-raised handlebar (620 mm) Height-adjustable stem, 70 mm long 1-1/8"
headset Stem
 Steel welded seat post for added security. Collar clamp diameter = 32 mm;
seat post diameter = 28.6 mm.
 Anodised black single-walled aluminium rims with a 28" diameter. 32-spoke
wheels in front and rear.
 Hybrid versatile tyres for road and trails with a minimum dimensions: 700 x
1.50 mm
Public Amenities Centre
a. The basic structure shall be made of Structural Steel and designed for all Dead
and Live loads (400 kg/ sq.m), Wind Pressures (44m/sec in accordance with IS:
875, Part -3 of 2014) and seismic forces (seismic zone II standards in accordance
with IS:1893-2014 part-1 of 2014), etc. and shall be in accordance with the latest
Indian Standard Codes.
b. Steel structures shall be designed in accordance with the provisions of IS

800:1984. Structural steel shall confirm to IS 2062:2006. Tubular sections
shall confirm to IS- 4923. Structural joints shall conform to IS 4000:1992.
c. The construction of Public Amenities shall be governed by the rules provided in the
‘Revised Common Building Rules issued vide G.O. No. 86 dt. 03.03.2006 and
amendments thereon. On the points where such rules are silent and stipulate no
conditions or norms, National Building Code (NBC) of India published by the
Bureau of Indian Standards shall be followed.
d. All materials to be used for the construction shall confirm to the specifications and
standards laid down in Part V of National Building Code on building material and
16
Part VII of National Building Code on construction practices and safety, latest
edition as prevalent at the time of execution of work.
e. RCC components shall be designed as per IS 456: 2000 and other relevant codes.
f. Developers are advised to carry out their own investigations related to soil
condition, strata, bearing capacity and other characteristics of the project
locations.
g. Adequate surface drainage arrangement shall be made so that surface water does
not enter to the main carriageway of the ISB road.
h. The facade / elevation of the public Amenities shall be clearly visible.
Parking Lot
The Parking lot shall be developed adjacent to the Public Amenities Centre shall be
covered with a roof of semitransparent UV protected multi UV polycarbonate
sheets with following min. specifications and appropriate drainage system.
a. Thickness – 4mm, Grade - 4/10, Ug Value in W/M2 K – 2; Physical,
Mechanical and Thermal properties as per relevant ISO standards.
The parking lot shall have a minimum capacity of 5 ECS and shall be preferably in
diagonal manner duly ensuring zero traffic conflicts.
Lighting
Illumination along the walkway: LED Lighting shall be designed, procured and
installed by the developer to provide aesthetics & lighting along with pedestrian
walkway. These lights shall be fixed to the decorative pole or plate duly confirming
to IP55 & IP66 and IS 7537 of BIS or equivalent with minimum 10 watts.
Lighting near the Landscape: LED Lighting shall be designed, procured and
installed by the developer to provide aesthetics & lighting near the landscape and
pedestrian walkway. These lights shall be fixed to the decorative pole or plate duly
confirming to IP55 & IP66 and IS 7537 of BIS or equivalent.
Public Amenities Centre: Lighting shall be designed, procured and installed by

the developer to provide adequate vision, comfort and safety within the allotted
area including the parking lot. It shall be designed to provide uniform lighting
17
throughout the facility with no dark patches or pockets and shall confirm to IS
7537(Part 0/Sec 0):1974 of BIS or equivalent.
Advertisement and Commercial Space

i. All the Advertisement hoardings shall conform to the Structure standards in
accordance with the IS:800 (2007), Wind Pressures (44m/sec in accordance with
IS: 875, Part -3 of 2014) and seismic forces (seismic zone II standards in
accordance with IS:1893-2014 part-1 of 2014) and shall be in accordance with
the latest Indian Standard Codes. Further, more details with respect each type of
advertisement hoarding including the dimensions are detailed below;
S. No Type of Dimension Other details
Advertisement
Hoarding & Nos.
Landings of the Arch
One side: on the central median
Gantry Arches – 05 Other side: On the proposed
Nos. landscape portion after pedestrian
30 feets X 10 walkway & Cycle track.
A
Display of feets
Vertical clearance: The Vertical
Advertisement back-lit
clear height of Six (06) meters
type is permitted.
from Finished Surface Level (FSL)
of the Road to the bottom of Arch.
Unipoles are allowed to design,
construct only within the project
area (L.H.S of the ISB road) and
the designated locations defined.
Unipoles – 04 Nos. 40 Feets X 40
B Vertical clearance: The Vertical
(Frontlit) Feets
clear height of 40 feets from the
Finished Surface Level (FSL) of the
Road to the bottom of the Unipole
Advertisement hoarding.
Central Median Boards These advertisement lollipops are
– 50 Nos. to be placed in the existing central
median. Further, a clear distance
03 Feets X 05
C Display of of 50 meters between each
Feets
Advertisement with lollipop shall be maintained.
back-lit type is Further, LED strip lighting needs
permitted. to be utilized for the illumination.
18
Toilets – 04 Nos. At least one Bio toilet shall be

Display of designed and developed within 01
06 Feets X 04
D Advertisement with Km along the project area.
Feets
back-lit type is
permitted.
ii. The Concessionaire shall not display or exhibit any picture, poster, statue or
other articles in any part of the premises that are repugnant to the general
standards of morality. The Concessionaire expressly agrees that the decision of
the TSIIC Limited in this regard shall be conclusive and binding on the
Concessionaire.
Waste Collection Bins

The dustbins shall be of min. 450mm (l) x 450mm (b) x 750mm (h) dimensions
with automatic lids (operable with legs) and painted and complete in all respects
or as approved by TSIIC.
4.4 SERVICES: ELECTRICAL, DRAINAGE AND SOLID WASTE MANAGEMENT

a. The planning, design and execution of electrical installation in all the project
facilities shall be carried out in accordance with Part VIII-Building Services (Section
2-Electric Installations, of National Building Code (NBC) of India) prepared by BIS
and as prevalent at the time of execution of the works, as the case may be.
b. The planning, design, construction, and installation of drainage system for the
landscape facilities shall be in accordance with the Part IX (Section 1-Plumbing
Services, Section 2-Plumbing and Sanitation as the case may be) of NBC of India
prepared by BIS and as prevalent at the time of execution of the work. The drain
pipe may be connected to the existing storm water drain (if any).
c. Solid Waste Collection and Disposal System shall be in place. Developer shall
provide at least thirty of dustbins in the project area.
d. The Concessionaire shall provide or arrange at its cost during the Authorisation
Period power, electricity, solid waste disposal and other facilities required from
time to time in respect of the construction, operation and maintenance of the
Project/Project Facilities and be in compliance to the requirements relating thereto
under the Applicable Laws, terms of Applicable Permits and Good Industry
Practice.
4.5 FIRE FIGHTING FACILITIES

a. Public Amenities Centre: The Developer shall provide required fire fighting
equipment and facilities including fire hydrants, fire proof doors etc. confirming
to the relevant standards and the applicable rules and regulations. For Fire
19
Protection and Fire Safety requirements, the Developer is required to follow the
guidelines as provided in National Fire Protection Authority (NFPA) regulations.
b. The materials used for the Public Amenities centre, flooring, roofing etc, should
be fire resistant.
4.6 PROVISIONS FOR DIFFERENTLY ABLED PERSONS

The Developer shall provide all the necessary facilities to the entry/ exit,
movement, alighting and boarding of Persons with Different Abilities. The facilities
for Differently Abled Persons shall be provided by the Developer as per the norms
provided in ‘Part III of National Building Code (NBC) - Appendix E’ and shall
conform to Persons with Disabilities Act, 2010 with subsequent amendments and
‘UN Convention for Rights of Persons with Disabilities (UNCRPD) and any other
applicable regulations of any statutory authorities.
4.7 SUPPORTING FACILITIES AND AMENITIES

The developer shall provide all the necessary supporting facilities and amenities
confirming to the development controls and meeting the relevant Indian and
International standards.
4.8 OTHER STANDARDS
a. The developer shall take such measures and exercise to protect the site during
the course of the works as directed by and to the entire satisfaction of the
Independent Engineer/ TSIIC.
b. The Developer shall submit a programme supported with Bar Chart for
construction of project/s in a phased manner so as to cause least
inconvenience to the public. The construction and erection work shall be
carried out during night hours/restricted hours keeping in view the safety of
pedestrians/traffic. The Developer should give their complete program for
different stages of execution including planning, designing, fabrication and
erection etc.
c. During the construction period, the developer shall make suitable
arrangements to co-ordinate with the Independent Engineer and provide all
necessary information so as to allow the Independent Engineer to monitor the
progress and quality of construction in line with the role of the Independent
Engineer as provided in the Authorisation Agreement.
d. The developer shall provide all equipment and materials necessary to provide
the Services
e. The installed facility and equipment shall be inspected, checked and tested to
verify that it is correct, complies with specification and has been installed in
accordance with design drawings.
20
f. The following checks shall be carried out before acceptance of various units
and equipment:
i. Dimensions of all the civil structures as per the approved drawings
ii. Leakage tests for all civil structures as per relevant IS code
iii. Pipes and related accessories installed as per the approved drawings
iv. Alignment of equipment as per the approved drawings
v. All the electrical works to be tested for routine and type tests
vi. Installation of cables, earthing works as per relevant IS or international
codes
vii. Performance testing (noise level, vibration etc) of all equipment on
energisation as per relevant IS code
viii. Continuity tests for all cables and earthing work
ix. I/O checks on signal to/ from all equipment, instrument, loop testing and
verification of control functions and interlocks.
g. The other optional facilities (as approved by TSIIC) provided to the developer
shall be used strictly for the purpose for which they are allotted.
h. Wherever any references to any Indian Standard Specifications and/ or IRC

codes occur in the documents relating to this contract, the same shall be
inclusive of all amendments issued there to or revision thereof if any, up to the
date of receipt of tender.
i. The work shall be executed with highest degree of efficiency and all safety
aspects shall be adopted as per International practices as directed by
Independent Engineer.
21
5. MAINTENANCE AND PERFORMANCE STANDARDS

5.1 PREAMBLE
The following maintenance and performance standards cover only some of the
minimum requirements for operation. The Developer shall operate, maintain, and
manage the proposed project facilities including public Amenities centre including
allied facilities strictly conforming to the relevant Indian standards, the best industry
practices, and internationally acceptable norms.
5.2 GENERAL
During the period of operation, the Developer shall maintain all the facilities in
accordance with performance standards and maintenance requirements, as
mentioned below:
[
a. Perform maintenance on a routine and periodic basis.

b. Provide functional facilities that
i. Meet the requirements of respective project facilities;
ii. Ensure the safety of the users; and
iii. Maintain a clean and hygienic environment at Project area.
c. Identify potential problems early within the context of the planned
maintenance system so that corrective action may be planned and completed
in a timely manner.
d. Establish a maintenance list for planned operation and maintenance. Follow an
orderly program so that maximum operational efficiency is attained.
e. Maintain regular and systematic records of all maintenance and operations
activity at the Facilities
5.3 MAINTENANCE WORKS

a. The Authorisee shall in consultation with TSIIC Limited and/or Independent
Engineer evolve an Operation and Maintenance Manual.
b. The Developer shall perform routine and periodic maintenance activities for the
project infrastructure viz, civil, mechanical and electrical works and equipment,
services, facilities.
c. Maintenance of all the electrical-mechanical equipments, machineries shall be
as per ‘Original Equipment Manufacturers’ (OEM) standards.
5.4 EQUIPMENT MAINTENANCE

a. Authorisee shall implement and maintain an auditable asset management
system for all equipment devices within the Facility. As minimum a system shall
record the following information on each device:
i. Name of equipment
22
ii. Manufacturer and/ or Supplier

iii. Serial number and other unique identifier
iv. Warranty and/ or guarantee information
v. Acquisition Date
vi. Cost of Equipment
vii. Installation Date
viii. Life of Equipment
ix. Recommended Replacement Date
x. Depreciation per year
xi. Servicing and/or calibration requirements and timetable
xii. Associated hazards and safety bulletins and notices
xiii. Current location
xiv. Current condition
xv. Repair and maintenance history
b. Authorisee shall undertake planned and reactive maintenance of equipment to

ensure that equipment is safe, accurate and working to optimum performance
and to achieve maximum availability and continuity of services by maintaining
standards set by equipment manufacturer
c. The maintenance shall include:
i. Planned protective maintenance designed to keep unplanned breakdown

and disruptions minimum
ii. Reactive maintenance providing rectification or arranging similar system to
provide continuity of services
iii. Implement and maintain a planned replacement system of time/
performance expired asset to maintain quality of performance and service
availability
5.5 PERFORMANCE STANDARDS: INTENT
a. The performance levels define the level at which the proposed facilities are to
be maintained and operated. Performance standards are defined for operation
and maintenance of the facilities and the site environment.
b. The obligations of the Operator in respect of Maintenance requirements shall
include:
i. maintaining site environment so as to cause minimum disturbance to the
natural environment;
ii. ensuring that the facilities are operational and rectification of the defects
and deficiencies within the minimum time;
iii. ensuring that the fixed parameters provided in this RFP are abided by at
any time during the Authorization period
c. Notwithstanding anything to the contrary contained in this schedule, if any
defect, deficiency, or deterioration in the Project poses danger to the life and
property of the users thereof, the Developer shall promptly take all reasonable
23
measures for eliminating or minimising such danger.

5.6 MAINTENANCE PERFORMANCE STANDARDS
a. The Authorisee shall maintain the Project Facility in good and usable condition
throughout the Authorisation Period or any extension thereof through regular and
preventive maintenance of the Project Facility
b. The Operation and Maintenance Manual shall include all the activities required for
regular and periodic maintenance of the facility during the Operations Period, so
that the facility is maintained in a manner that at all times it complies with the
specifications and standards and at the time of divestment of rights and interests
by the Authorisee in terms of the Authorization Agreement in sound, durable and
functional condition
c. “Further, the manpower who intends to operate/repair/rectify the issues inside

the utilities duct deployed either by TSIIC or its authorized agencies shall open
the manhole covers spread all along the ISB road stretch. Accordingly, during
such events, the Concessionaire shall arrange to cordoned off with the suitable
railing and provide with warning signals or boards to prevent accidents to the
public”
In order to maintain the quality and operational standards of high quality, the
periodic maintenance/ renewal activities are proposed for the Project in Table
below.
Table 2: Periodic Maintenance/ Renewal Activities

Sr.No. Periodic Renewal Activities Time Limit for renewal
Repainting of Public Amenities
1 Centres, signage delineators, Minimum once in three years
markings etc.
Resurfacing of Cycle track including

2 Routine repairs every year
cleaning & filling of joints
Mechanical Equipment such as Cycles Minimum once in six months, as per

3 and associated facilities of Public manufacturer’s installation, operation
Amenities Centre and maintenance instruction manual
Minimum once in a year, as per
4 Electrical Equipment manufacturer’s installation, operation
and maintenance instruction manual
As per manufacturer’s installation,
5 Fire Fighting System operation and maintenance instruction
manual
24
Sr.No. Periodic Renewal Activities Time Limit for renewal

Periodic check up and replacement as
6 Lighting
and when needed
Sweeping, removal, collection of
7 garbage and disposal the instructed Daily and cleaning once in every month
dumping yards
Cycles shall always be kept in working
8 condition and be replaced at regular As and when applicable
intervals with new ones.
Watering to the landscaping and
9 Daily Twice
vertical garden
10 Shrubs pruning As and when required
5.7 PERFORMANCE STANDARDS FOR OPERATION

In order to maintain quality standards in the operation of the Project, the following
performance standards for operation shall be adhered to;
Sr.
Parameters Performance Indicators
No. Table 3: Performance Standards for Operation
Pedestrian Walkway, To remain operational 24 hours a day throughout the
1.
Cycle track year
To remain operational from 5.30 am to 12.00 pm every
Public Amenities
2. day throughout the year or as per TSIIC / local
Centres
competent Authority directions from time to time
Advertisement hoardings may be displayed and
Advertisement
3. regulations of the local competent authority with respect
Hoarding
to Advertisement shall be followed
25
6. CLEARANCES AND SANCTIONS

Developer shall be responsible for getting all the required clearances and sanctions for the
proposed project from various agencies like GHMC, Traffic Police, TSCPDCL, HMWSSB,
etc. as may be required. However, TSIIC Limited shall provide best possible support to
the developer in obtaining the required clearances.
Developer shall provide or arrange at its cost during the Authorization Period power,
electricity, solid waste disposal and other facilities required from time to time in respect of
the construction, operation and maintenance of the Project/Project Facilities and be in
compliance to the requirements relating thereto under the Applicable Laws, terms of
Applicable Permits and Good Industry Practice.
Developer shall, at its cost, make alternate and back up arrangement for power, including
but not limited to installation of generators, subject to the Concessionaire obtaining
Applicable Permits if any.
Utility Shifting
The responsibility of shifting / rehabilitation of utilities as may be required shall be solely
with the developer. However, TSIIC shall make the payments charged by respective
authorities/utility boards.
TSIIC shall also facilitate and extend support to developer for utility shifting and clearance
of all encroachments by appointing a single point contact for the project.
Shifting of Advertisement Facilities

At any time during the authorization period, if the Advertisement facilities have to be
removed or replaced or renovated due to road widening or any other reason (any
Government implementation initiatives such as Strategic Road Development Plans, Metro
corridors, etc.), then the Concessionaire / Selected Bidder shall shift the such
Advertisement Hoarding to a mutually agreed location (within TSIIC IALA/s Jurisdiction)
at its own expenses. However, TSIIC shall compensate the Authorisee for such
replacement / relocation / renovation and also the revenue loss from the advertisements
and commercial spaces (ATMs/ Kiosks), if any, by extending the authorization period.
Such additional authorization time period will be decided as per the projected revenues
which will be computed based on the latest year revenues from the project facilities with
an annual increment of 5% ever year.
26
SECTION III
FORMATS FOR BID SUBMISSION
1
CONTENTS OF BID
The formats provided in this section are for submission of bids for the project. Bidders
shall submit Bids in two sets (original + one copy) for the project with the following
attachments in separate envelopes as specified below
Outer Envelope
1. Appendix A1 : Checklist of Submissions
2. Appendix A2 : Covering Letter
3. Appendix A3: Bid Security as mentioned in the RFP in form of Demand Draft
drawn in favour of ‘TSIIC Limited’ and payable at Hyderabad.
4. RFP Document along with Addenda (if any) signed and stamped on each page
Envelope I : Technical Proposal

Appendix B: Technical Compliance
Envelope II : Financial Proposal

Appendix C: Commercial Bid Letter Format
2
OUTER ENVELOPE
3
Appendix A1
Format for
CHECKLIST OF SUBMISSIONS
Status
Enclosures to the
(Submitted
S. No. Outer Envelope, Technical Bid & Remarks
/ Not
Commercial Bid
Submitted)
Outer Envelope
1. Appendix – A1: Checklist of Submissions
2. Appendix – A2: Covering Letter
3. Bid Security as mentioned in the RFP
document.
4. RFP document along with Addenda (if any)
signed & stamped on each page
Envelope A : Technical Bid
1. Appendix B1: Letter of Application (On the
letter head of Bidder or Lead Member in case
of Consortium)
2. Appendix B2: General information about
the Bidder (To be submitted by each member
in case of Consortium)
3. Appendix B3(a): Power of Attorney for
signing of Bid/Proposal (To be submitted by
the Bidder or Lead Member in case of
Consortium on a non judicial stamp paper of
Rs.100 duly attested by notary public)
4. Appendix B3(b): Power of Attorney for
Lead Member of Consortium (on a non
judicial stamp paper of Rs.100 duly attested
by notary public)
5. Appendix B4: Anti Collusion Certificate (In
case of Consortium, each member of the
Consortium need to execute this)
6. Appendix B5: Project Undertaking (To be
executed by the Bidder or Lead Member in
case of Consortium)
7. Appendix B6: Affidavit (To be submitted by
Bidder/each member in case of Consortium
on a non-judicial stamp paper of Rs. 100 duly
attested by notary public)
4
Status
Enclosures to the
(Submitted
S. No. Outer Envelope, Technical Bid & Remarks
/ Not
Commercial Bid
Submitted)
8. Appendix B7: Technical Qualification Details
9. Appendix B8: Financial Qualification Details
10. Appendix B9: Consortium Agreement, in
case of Consortium
11. Appendix B10: Letter of Undertaking for
Technical Bid
Envelope B : Commercial Bid

12. Commercial Bid (Appendix C)
5
Appendix A2
COVERING LETTER
{To be printed on the authorised Letterhead of the Applicant (in case of sole applicant) or
the Lead Consortium Member, including full postal address, telephone, faxes and e-mail
address}
Dated: …………….
To,
The Chief Engineer
4th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh
Hyderabad - 500 004, Telangana, India
Sub: Submission of Bid for Development of Urban Street Infrastructure for ISB
road from DLF circle to Varun Motors, Hyderabad, Telangana under IALA
Nanakramguda
Dear Sir,
1. We are submitting this Bid (Proposal) on our own

(or)
We are submitting this Bid (Proposal) as the Lead Member of a Consortium
consisting of the following members, for and on behalf of the Consortium
S# Names of Consortium Members Address

1. ………………………………….…. (Lead Member)
2. ……………………………………..
(Member)
As a Lead Member, we understand the obligations of the Concessionaire to
implement the Project. We have submitted the Consortium Agreement signed by all
the members of the Consortium, nominating and authorizing us to act as ‘Lead
Member’ for implementing the Project.
2. Having visited the site and examined the RFP Documents, for the execution of the
Concession Agreement for the captioned Project, we the undersigned offer to
design, finance, construct, market, operate & maintain the whole of the said ‘Project’
for the Concession Period in conformity with the RFP.
3. This Bid and your written acceptance of it shall form part of the Project Agreements
to be signed between the Concessionaire and the TSIIC Limited. If a Bidder is
nominated as Preferred Bidder, we understand that it is on the basis of the technical,
financial & organizational capabilities and experience of the Bidder taken together.
6
We understand that the basis for our qualification will be the complete Bid
documents submitted along with this letter, and that any circumstance affecting our
continued eligibility as per RFP, or any circumstance which would lead or have lead
to our disqualification, shall result in our disqualification under this Bidding process.
4. We agree that
(a) if we fail to meet the Minimum Development Obligations and/ or Technical
specifications and/ or the Performance Standards according to the conditions/
stipulations of the RFP/ Concession Agreement,
OR
(b) If we fail to offer provide required facilities to TSIIC Limited or its Authorised
Representative for carrying out the inspection of works, operations and
performance, then TSIIC Limited or its representative shall be at liberty to take
action in accordance with the RFP/ Concession Agreement.
5. We undertake, if our Bid is accepted, we will complete the Project, commence
operations and maintain the project facilities as per the RFP/ Concession Agreement.
6. We agree to abide by this Bid for a period of 120 (one hundred and Twenty)
days from this bid submission Due Date fixed and it shall remain binding upon us
and may be accepted at any time before the expiry of that period.
7. In the event of our Bid being accepted, we agree to enter into a formal Concession
Agreement with TSIIC Limited as per the RFP.
8. If our Bid is accepted, we agree for the following:
a) To pay non-refundable & irrevocable “Project Development Fee” plus its
applicable taxes as per the RFP within 15 days of issue of the Letter of Intent
(LoI).
b) To furnish an unconditional and irrevocable Bank Guarantee (as mentioned in
RFP) plus Rs. Fifty Lakh Demand Draft/BG towards construction performance
security within 30 days of LoI and as pre-condition for signing of Concession
Agreement as per the RFP
9. We agree that if we fail to fulfill any of the conditions mentioned at above, TSIIC
shall have the right to forfeit the Bid Security being furnished by us along with this
Bid.
10. Notwithstanding any qualifications of conditions, whether implied or otherwise,
contained in our Proposal, we hereby represent and confirm that our Proposal is
unqualified and unconditional in all respects' and we agree to the terms as under
 Minimum Development Obligations as indicated in the RFP;
 Development Controls of TSIIC LIMITED, HMDA, TSIIC Limited or any other
statutory authorities like RTA etc.
7
 The Technical specifications, the performance standards etc as stipulated in the

RFP;
 Any other regulation as applicable.
11. We understand that TSIIC Limited is not bound to accept any or all Bids it may
receive
12. We declare that we have disclosed all material information, facts and
circumstances, which would be relevant to and have a bearing on the evaluation of
our Bid and selection as Concessionaire.
13. We do, also, certify that all the statements made and/or any information provided
in our proposal are true and correct and complete in all aspects.
14. We declare that in the event that TSIIC Limited discovers anything contrary to our
above declarations, it is empowered to disqualify us and our Bid from further
participation in the Bid evaluation process and forfeit our Bid Security.
Dated this __________________day of_______________________ 2018
___________________________
(Signature)
___________________________
(Name of the person)
___________________________
(In the capacity of)
Company Seal
___________________________
(Name of firm)
Duly authorized to sign Proposal for and on behalf of (Fill in block capitals)
______________________________________________________________
8
Appendix A3
Format for
BID SECURITY (BANK GUARANTEE)

(On Requisite Stamp Paper)
B.G. No. Dated:
1. In consideration of you, Telangana State Industrial Infrastructure Corporation

Limited (TSIIC Limited), having its office at “TSIIC Limited, 6th Floor, Parisrama
Bhavan, Fateh maidan road, Basheerbagh, Hyderabad, Telangana 500004”,
(hereinafter referred to as the "TSIIC", which expression shall unless it be
repugnant to the subject or context thereof include its, successors and assigns)
having agreed to receive the Bid of ________________________________ (a
company registered under the Companies Act, 1956) and having its registered
office at _____________________________________ (and acting on behalf of its
Consortium) (hereinafter referred to as the "Bidder" which expression shall unless
it be repugnant to the subject or context thereof include its/their executors,
administrators, successors and assigns), for Development of Urban Street
Infrastructure for ISB road from DLF circle to Varun Motors (via Wipro Circle),
Hyderabad, Telangana under IALA Nanakramguda (hereinafter referred to as "the
Project") pursuant to the RFP Document dated ____________ issued in respect of
the Project and other related documents including without limitation the draft
Concession agreement (hereinafter collectively referred to as "Bidding
Documents"), we ___________________(Name of the Bank) having our registered
office at _________________________ and one of its branches at
__________________________________ (hereinafter referred to as the "Bank"),
at the request of the Bidder, do hereby in terms of Clauses of the RFP Document,
irrevocably, unconditionally and without reservation guarantee the due and faithful
fulfillment and compliance of the terms and conditions of the Bidding Documents
(including the RFP Document) by the said Bidder and unconditionally and
irrevocably undertake to pay forthwith to the TSIIC Limited an amount of Rs.
10.00 Lakh (Rupees Ten Lakh only) (hereinafter referred to as the "Guarantee")
as our primary obligation without any demur, reservation, recourse, contest or
protest and without reference to the Bidder if the Bidder shall fail to fulfill or
comply with all or any of the terms and conditions contained in the said Bidding
Documents.
2. Any such written demand made by the TSIIC Limited stating that the Bidder is in
default of the due and faithful fulfillment and compliance with the terms and
9
conditions contained in the Bidding Documents shall be final, conclusive and binding on
the Bank.
3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and
payable under this Guarantee without any demur, reservation, recourse, contest or
protest and without any reference to the Bidder or any other person and
irrespective of whether the claim of the TSIIC Limited is disputed by the Bidder or not,
merely on the first demand from the TSIIC Limited stating that the amount claimed is
due to the TSIIC Limited by reason of failure of the Bidder to fulfill and comply with
the terms and conditions contained in the Bidding Documents including failure of the
said Bidder to keep its Bid open during the Bid validity period as set forth in the said
Bidding Documents for any reason whatsoever. Any such demand made on the Bank
shall be conclusive as regards amount due and payable by the Bank under this
Guarantee. However, our liability under this Guarantee shall be restricted to an amount
not exceeding Rs. 10.00 Lakhs. (Rupees Ten Lakh only).
4. This Guarantee shall be irrevocable and remain in full force for a period of 120 (One
hundred and Twenty) days from the Bid Due Date inclusive of a claim period of 60 (sixty)
days or for such extended period as may be mutually agreed between the TSIIC Limited
and the Bidder, and agreed to by the Bank, and shall continue to be enforceable till all
amounts under this Guarantee have been paid.
5. We, the Bank, further agree that the TSIIC Limited shall be the sole judge to decide as
to whether the Bidder is in default of due and faithful fulfillment and compliance with the
terms and conditions contained in the Bidding Documents including, inter alia, the
failure of the Bidder to keep its Bid open during the Bid validity period set forth in the
said Bidding Documents, and the decision of the TSIIC Limited that the Bidder is in
default as aforesaid shall be final and binding on us, notwithstanding any differences
between the TSIIC Limited and the Bidder or any dispute pending before any Court,
Tribunal, Arbitrator or any other.
6. The Guarantee shall not be affected by any change in the constitution or winding up of
the Bidder or the Bank or any absorption, merger or amalgamation of the Bidder or the
Bank with any other person.
7. In order to give full effect to this Guarantee, the TSIIC Limited shall be entitled to treat
the Bank as the principal debtor. The TSIIC Limited shall have the fullest liberty
without affecting in any way the liability of the Bank under this Guarantee from time to
time to vary any of the terms and conditions contained in the said Bidding Documents or to
extend time for submission of the Bids or the Bid validity period or the period for
conveying acceptance of Letter of Award by the Bidder or the period for fulfillment
and compliance with all or any of the terms and conditions contained in the said
Bidding Documents by the said Bidder or to postpone for any time and from time to
10
time any of the powers exercisable by it against the said Bidder and either to enforce
or forbear from enforcing any of the terms and conditions contained in the said
Bidding Documents or the securities available to the TSIIC Limited, and the Bank shall
not be released from its liability under these presents by any exercise by the TSIIC
Limited of the liberty with reference to the matters aforesaid or by reason of time
being given to the said Bidder or any other forbearance, act or omission on the part of
the TSIIC Limited or any indulgence by the TSIIC Limited to the said Bidder or by any
change in the constitution of the TSIIC Limited or its absorption, merger or
amalgamation with any other person or any other matter or thing whatsoever which
under the law relating to sureties would but for this provision have the effect of
releasing the Bank from its such liability.
8. Any notice by way of request, demand or otherwise hereunder sh all be

sufficiently given or made if addressed to the Bank and sent by courier or by registered
mail to the Bank at the address set forth herein.
9. We undertake to make the payment on receipt of your notice of claim on us

addressed to _____________________[name of Bank along with branch address]
and delivered at our above branch which shall be deemed to have been duly
authorised to receive the said notice of claim.
10. It shall not be necessary for the TSIIC Limited to proceed against the said Bidder
before proceeding against the Bank and the guarantee herein contained shall be
enforceable against the Bank, notwithstanding any other security which the TSIIC
Limited may have obtained from the said Bidder or any other person and which shall, at
the time when proceedings are taken against the Bank hereunder, be outstanding or
unrealised.
11. We, the Bank, further undertake not to revoke this Guarantee during its currency
except with the previous express consent of the TSIIC Limited in writing.
12. The Bank declares that it has power to issue this Guarantee and discharge the
obligations contemplated herein, the undersigned is duly authorised and has full power to
execute this Guarantee for and on behalf of the Bank.
13. For avoidance of doubt, the Bank's liability under this Guarantee shall be
restricted to Rs. 10.00 Lakh (Rupees Ten Lakhs only).The Bank shall be liable to pay
the said amount or any part thereof only if the TSIIC Limited serves a written claim on
the Bank in accordance with paragraph 9 hereof, on or before
______________________________________ (indicate date falling 120 days after the Bid Due Date)].
11
Signed and Delivered by ................................ Bank
By the hand of Mr./Ms .................................. , its ........................... and authorised

official.
(Signature of the Authorised Signatory)
(Official Seal)
12
TECHNICAL PROPOSAL
FORMATS
13
Appendix B1
Format For
LETTER OF APPLICATION
(On the Letterhead of the Bidder or Lead Member in case of Consortium)
Date: ...............................
To,
The Chief Engineer
Sub: Submission of Technical Bid for Development of Urban Street

Infrastructure for ISB road from DLF circle to Varun Motors, Hyderabad,
Telangana under IALA Nanakramguda
Dear Sir,
1. Being duly authorised to represent and act on behalf of
............................................. (hereinafter "the Bidder or Lead Member in case of
Consortium"), and having reviewed and fully understood all the qualification
information provided, the undersigned hereby apply to be qualified as a bidder for
the Project of “Development of Urban Street Infrastructure for ISB road from DLF
circle to Varun Motors, Hyderabad, Telangana on PPP mode under IALA
Nanakramguda”
2. The TSIIC Limited and its authorised representatives are hereby authorised to
conduct any inquiries or investigations to verify the statements, documents, and
information submitted in connection with this Bid, and to seek clarification from our
bankers and clients regarding any financial and technical aspects. This letter of
Application will also serve as Concession to any individual or authorised
representative of any institution, to provide such information deemed necessary to
verify statements and information provided in this Bid, or with regard to the
resources, experience, and our competence.
3. This Bid is made in the full understanding that:
a) Bids by Qualified Bidders will be subject to verification of all information submitted
for qualification at the time of bidding;
b) TSIIC reserves the right to reject or accept any Bid, cancel the qualification
process, and reject all Bids; and
c) TSIIC and its authorised representatives, consultants, advisors, etc. shall not be
liable for any such actions and shall be under no obligation to inform the Bidder of
the grounds for them.
14
4. The undersigned declare that the statements made and the information provided in
the Bid are complete, true, and correct in every detail.
Authorized Signatory
Name:
Designation:
15
Appendix B2
Format for
GENERAL INFORMATION
(To be submitted by each member in case of Consortium)
1. Firm Particulars
.1.1.1.1.1.1
No. Particulars
1 Name of Firm / Company:
2 Head Office Address:
3 Telephone:
4 Fax:
5 E-Mail:
6 Place for Incorporation/Registration:
7 Date of Incorporation/Registration:
8 Date of Commencement of Business (in case of Public Ltd Company)
Note: Certified true copy of Certificates for Date of Incorporation,

Commencement of Business shall be submitted. In case of partnership Firm,
Certified True copy of the Registration Certificate shall be submitted
2. Attach Brochure / details of Firm pertaining to Ownership structure, write

up on business history and growth, business areas and activities.
3. Details of Contacts for firm:

Contact Person Contact Address
Contact A Address, Telephone, Facsimile, E-mail

Contact B Address, Telephone, Facsimile, E-mail
4. Details of Authorized Signatory:

Name:
Designation:
Address:
Tel:
Fax:
E-Mail:
16
Appendix B3 (a)
Format For
POWER OF ATTORNEY FOR SIGNING PROPOSAL
(On a Non-Judicial Stamp Paper of Rs. 100 duly attested by notary public)
Know all men by these presents, we ____________ (name and address of the registered
office) do hereby constitute, appoint and authorize Mr./Ms. _____________________
(name and address of residence) who is presently employed with us and holding the
position of __________________ as our attorney, to do in our name and on our behalf,
all such acts, deeds and things necessary in connection with or incidental to our Proposal
for the “Development of Urban Street Infrastructure for ISB road from DLF
Nanakramguda”, including signing and submission of all documents and providing
information/ responses to TSIIC, representing us in all matters before Govt. of
Telangana, and generally dealing with TSIIC Limited in all matters in connection with our
proposal for the said Project.
We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney
pursuant to this Power of Attorney and that all acts, deeds and things done by our
aforesaid attorney shall and shall always be deemed to have been done by us.
Executant Signature
(Name, Title and Address)
I Accept
Attorney Signature
(Name, Title and Address of the Attorney)
Attested
Executant
Notes:
1. To be executed by the sole Bidder or the Lead Member in case of a Consortium as the
case may be.
2. The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant (s) and when it is so required the same should be submitted under common
seal affixed in accordance with the required procedure.
3. Also, the executant(s) should submit for verification, the extract of the charter
documents and documents such as a resolution / power of attorney in favour of the
Person executing this Power of Attorney for the delegation of power hereunder on
behalf of the Bidder.
17
Appendix B3 (b)
Format For
POWER OF ATTORNEY FOR LEAD MEMBER OF CONSORTIUM
(On a Non-Judicial Stamp Paper of Rs. 100 duly attested by notary public)
Whereas the Telangana State Industrial Infrastructure Corporation Limited, Government

of Telangana (hereinafter referred to as “TSIIC”), has invited Bid from interested parties
for the “Development of Urban Street Infrastructure for ISB road from DLF
Nanakramguda”.
Whereas, the members of the Consortium are interested in submission of Proposal for
implementing the Project in accordance with the terms and conditions of the Bid
Document and other connected documents in respect of the Project, and
Whereas, it is necessary for the members of the Consortium to designate one of them as
the Lead Member with all necessary power and authority to do for and on behalf of the
Consortium, all acts, deeds and things as may be necessary in connection with the
Consortium’s proposal for the Project.
NOW THIS POWER OF ATTORNEY WITNESSETH THAT:
We, M/s. _________________ and M/s. __________________ (the respective names and
addresses of the registered office) do hereby designate M/s.
__________________________ being one of the members of the Consortium, as the
Lead Member of the Consortium, to do on behalf of the Consortium, all or any of the acts,
deeds or things necessary or incidental to the Consortium’s proposal for the Project,
including submission of Proposal, participating in conferences, responding to queries,
submission of information/ documents and generally to represent the Consortium in all its
dealings with TSIIC, any other Government Agency or any person, in connection with the
Project until culmination of the process of bidding and thereafter till the Concession
Agreement is entered into with TSIIC.
We hereby agree to ratify all acts, deeds and things lawfully done by Lead Member our
said attorney pursuant to this Power of Attorney and that all acts, deeds and things done
by our aforesaid attorney shall and shall always be deemed to have been done by
us/Consortium.
Dated this _______ Day of ________ 2018.
_________________
(Executants)
(To be executed by all the members of the Consortium)
18
Note:
a. 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 submitted under common
seal affixed in accordance with the required procedure.
b. Also, the executant(s) should submit for verification the extract of the charter
documents and documents such as resolution / power of attorney in favour of the
person executing this power of attorney for the designation of power hereunder on
behalf of the Bidder.
19
Appendix B4
Format For
ANTI-COLLUSION CERTIFICATE
(On the Letterhead of the Firm or each member of the Bidder in case of Consortium)
We hereby certify and confirm that in the preparation and submission of this Proposal, 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 Application.
Dated this ______________ Day of ________________, 2018
Name of the Bidder
__________________________________
Signature of the Authorised Person
__________________________________
Name of the Authorised Person
Note:
 To be executed by all the Members in case of Consortium.
20
Appendix B5
Format For
PROJECT UNDERTAKING
(On the Letterhead of the Firm or each member in case the Bidder is a Consortium)
Date: ...............................
To,
To,
The Chief Engineer

Telangana on PPP mode under IALA Nanakramguda
We have read and understood the RFP Document in respect of the captioned Project
provided to us by TSIIC.
We hereby agree and undertake as under:

(a) Notwithstanding any qualifications or conditions, whether implied or otherwise,
contained in our Bid we hereby represent and confirm that our Bid is unconditional in
all respects.
(b) We are not barred by TSIIC, Government of India, Government of Telangana, or any
state government or any of their agencies from participating in similar projects.
Dated this ___________________ Day of _______________, 2018.
Name of the Bidder

_________________________________
Signature of the Authorised Person
_________________________________
Name of the Authorised Person
Note: To be signed by the lead member(s) in case of a consortium
21
Appendix B6
Format For
AFFIDAVIT
(Separate Affidavits are to be submitted by each member in case the Bidder is

a Consortium)
(Affidavit should be executed on a Non Judicial stamp paper of Rs. 100/- or
such equivalent document duly attested by Notary Public)
1. I, the undersigned, do hereby certify that all the statements made in the Bid
are true and correct
2. 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 Govt. of Telangana
from participating in any projects of BOT or otherwise
3. The undersigned hereby authorize(s) and request(s) any bank, person, firm or
corporation to furnish pertinent information deemed necessary as requested by
TSIIC to verify this statement or regarding my (our) competence and general
reputation
4. The undersigned understands and agrees that further qualifying information
may be requested, and agrees to furnish any such information at the request of
the TSIIC
Signed by an authorized officer of the firm
Designation of officer
Name of Firm
Date
22
Appendix B7
TECHNICAL QUALIFICATION
(Bidder or any one member of the consortium should satisfy the minimum
technical criteria)
i) Details of experience in executing any Civil work (single contract)
Name of Client Duration of Project Documentary

the the Project Cost evidence
Project (in Months) (Rs. submitted/Not
Crores) submitted
ii) Details of experience in similar nature of projects either laying of footpath or

Cycle track
Name of Client Quantities Duration of Project Documentary

the (In Sf. ft) the Project Cost evidence
Project (in Months) (Rs. submitted/Not
Crores) submitted
iii) Details of experience in developing urban spaces (footpath, Cycle track,

Tactile flooring, street furniture, street lighting, etc.)
Name of Client Length Duration of Project Documentary

the (In the Project Cost evidence
Project Meters) (in Months) (Rs. submitted/Not
Crores) submitted
Note:
Appropriate documentary evidence in the form of completion certificates
and/or work orders should be enclosed in support of the above. All the
documentary evidence submitted by the Bidder(s) shall be to the satisfaction of
TSIIC. Decision of TSIIC in accepting or rejecting such documentary evidence
as submitted by the Bidder(s) is final and binding on the Bidder(s).
23
Appendix B8
FINANCIAL QUALIFICATION
(To be submitted by each member in case of Consortium)
A. Details of Annual Turn Over for the last 3 Years preceding Bid due date.
FYs Year 1 Year 2 Year 3 Average

(2017-18) (2016-17) (2015-16) Annual
Turnover
Turn Over
(Rs. in
Crores)
B. Details of Net Worth
Particulars (Last Financial Year )

Subscribed Share Capital
(add) Paid up Share Capital
(add) Free Reserves
(Subtract) (Revaluation reserves +
Miscellaneous Expenditure+
Expenditure not written off+
accrued liabilities)
Net-worth
* Details of the items included in the non-cash expenses have to be provided.
Note:
The Sole Bidder /Consortium shall submit Audited Annual Accounts of the Lead
Member and each of the Other Members in support of the financial data for last
3 years duly certified by Statutory Auditor in support of all the above financials.
24
Appendix B9
Format For
CONSORTIUM AGREEMENT
(In case the Bidder being a Consortium)
(on Rs.100 Non Judicial Stamp Paper)
THIS AGREEMENT is executed at ________ on this _______ day of __________ 2018

between
1)_____________a Company registered under the Companies Act 1956 or 2013 and
having its registered Office at_____________(hereinafter referred to as “the Party of the
First Part”) and
2)______________also a Company registered under the Companies Act 1956 or 2013 and
having its registered office at ______________ (hereinafter referred to as “the Party of
the Second Part”)
WHEREAS
I. All the Parties of the First and Second Part are entitled to enter into joint venture/
partnership with any person or persons including a company for carrying on the
business authorised by their respective Memorandum of Association.
II. The Parties hereto propose to participate as a Consortium for the Bid based on the
Request for Proposal (RFP) from Telangana State Industrial Infrastructure
Corporation Limited (TSIIC) for Development of Urban Street
Telangana on PPP mode under IALA Nanakramguda (“the Bid”) by pooling
together their resources and expertise.
III. If the Parties hereto succeed in the Bid, they propose to enter into Memorandum
of Agreement (MoA) to undertake financing, designing, construction,
commissioning, marketing, operation and management of the project.
IV. The Parties hereto are desirous of recording the broad terms of their
understanding as set out here below:
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-
1. That the Parties hereto agree to carry on the business on the broad terms and
conditions herein through an MoA to be executed by them.
2. That the business of the Consortium will be that of Developing, Financing,

Constructing, Operating, Managing and Transferring the Project.
25
3. That in the event the Parties hereto succeed in the Bid for the Project, the
Consortium will execute the Project in accordance with terms and conditions of the
RFP document and will execute the Concession Agreement with the TSIIC and
construct and commission the project in accordance with the plans/designs
sanctioned by the appropriate /concerned authorities.
4. The roles and responsibilities of the Members of the Consortium shall be as follow:
(a) The Party of the First Part (Lead Member) shall be responsible for:
(i)
(ii)
(iii)
(b) The Party of the Second Part shall be responsible for:

(i)
(ii)
(iii)
(c) Each of the Parties shall be liable and responsible jointly and severally for
(i) Compliance of all statutory requirements as may be applicable in respect

of the Project.
(ii) Contribute to the joint venture all of its management and business
experience, financial resources, expertise, competence and acumen for
the success of the Project.
(Note: Role & responsibility of all members of the Consortium shall be included in the
above para)
5. That the responsibility of all the members of the Consortium shall be joint and
several at every stage of implementation of the Project.
6. That in case the project is awarded to the Consortium, the Consortium will carry
out all the responsibilities as the Concessionaire and will comply with all the terms
and conditions of the Concession Agreement as would be entered with the TSIIC
(Concessioning Authority).
7. This Agreement shall be valid for a minimum period of 03 years initially from the
date of signing this consortium agreement and extended thereof if any.
8. That this Agreement shall remain in full force and effective coterminous with the
26
9. That nothing in this Agreement shall be construed to prevent or disable any Party
hereto to carry on any business, which is permitted under the governing law, on
their own in terms of their respective Memorandum of Association.
(Note: The above provisions are mandatory; the Consortium may add any other provision,
if required)
IN WITNESS WHERE OF the parties have put their respective hands the day and year first
hereinabove written.
Signed and delivered for and on behalf)

Of the within named M/s…………….. )
… by its Director, ………………... )
…duly authorised in the presence of )
……………………………………….. )
Signed and delivered for and on behalf )

Of the within named M/s………….… )
….by its Director, ………………….. )
_____________________________ )
duly authorised in the presence of )
…………………………………… )
27
Appendix B10
Format For
LETTER OF UNDERTAKING FOR TECHNICAL BID
[On the Letter head of the Bidder (in case of Single Bidder) or Lead Member (in case of a
Consortium)]
Date:
To,
The Chief Engineer

Infrastructure for ISB road from DLF circle to Wipro circle, Hyderabad,
Telangana on PPP mode
Dear Sir,
As a part of the Bid for “Development of Urban Street Infrastructure for ISB road
from DLF circle to Wipro circle, Hyderabad, Telangana” we hereby agree to
develop and operate the Project as per the requirements stipulated in the RFP. We hereby
undertake that if the Project is awarded to us, we will meet requirements as specified
hereunder and hereby give our compliance for the same:
Sr. Compliance
Components Details
No.
1. Minimum a) Pedestrian walkway with illumination Yes/ No
Development  Minimum clear walking width of 1.80
Obligations/
meters and length of 3.50 Km on L.H.S side
Essential
Components of the ISB road (i.e., towards IDBI, Infosys,
Wipro side)
 Kerb ramps of standard gradient not
exceeding 1:12
 Tactile pavers (width of 300 mm) – Guiding
the pedestrians with vision impairment
 Pedestrian walkway shall be raised 150mm
from the proposed adjoining cycle track
 Illumination along the entire walkway at 10
m intervals with ornamental street lighting
and its associated fixtures
 Minimum clear cycle riding track width of
28
Sr. Compliance
Components Details
No.
2.0 meters and length of 3.50 Km on L.H.S
side of the ISB road
 Side railing over the kerb placed near the
main carriageway along 3.50 Km, subject
to the entrance gates to the existing
property holders.
 Develop at least 3 cycle parking docks each
with a capacity of at least 10 cycles as
approved by TSIIC and also procure at
least 25 (no) of bicycles
c) Themed landscape
 Beautification of street with thematic
plantation (shrubs/plants) wherever
applicable
 Lawn development including ornamental /
flowering shrubs between the property line
& proposed pedestrian walkway all along
the stretch on LHS
 Procurement of at least 75 no. of planter
boxes for flowering plants preferable
 Providing lighting / illumination to the
landscaped areas
d) Vertical Garden
 Vertical garden with creepers and
ornamental species with minimum height of
3m and minimum stretch of 510 meters
from chainage 1670 to 2180
 Develop maximum of four (04) nos. of
Public Amenities centers (Only on the L.H.S
of ISB road) each of an area not exceeding
500 sq ft and width of maximum 2.5 m
 Each Public Amenities Center shall comprise
of atleast one toilet facility, Mobile charging
points, seating benches and other
permitted optional facilities
 These Amenities are to be developed only
at the locations specified below:
29
Sr. Compliance
Components Details
No.
o Near Gopichand Academy (Chainage
920)
o Opposite to Microsoft (Chainage
1620)
 Develop Diagonal parking facilities with
a capacity of at least five (05) ECS
(Equivalent Car Space) adjacent to each
of the development Public Amenities
Centers
 Procurement of at least Thirty (30) no. of
Solid waste management bins (Segregated
bins – Plastic, Paper & Cans) and
 Procurement of at least five (05) digital
directional signage boards
Providing street furniture at regular or necessary
intervals to the Pedestrian, physical challenged
people and cyclist
g) Special Conditions
i. The Concessionaire shall prepare at least
three (03) conceptual plans / designs (with
3D views) of the project for the entire
stretch of 3.4 Km, the design shall be
modern, innovative, creative and attractive.
The conceptual plan shall clearly indicate
the location and the design of the
advertisement Hoarding especially the
Unipoles and Public Amenities centre. The
design should be such that it doesn’t affect
the free, smooth and safe movement of the
traffic.
ii. Based on the designs & views submitted by
the Concessionaire, TSIIC shall approve
anyone of such designs and the
Concessionaire may commence
implementation of such approved design.
iii. The Concessionaire shall provide or arrange
at its own cost (during the Concession
30
Sr. Compliance
Components Details
No.
Period) the required facilities such as
power, electricity, solid waste disposal and
any other associate facilities required from
time to time in respect of the construction,
operation and maintenance of the
Project/Project facilities and be in
compliance to the requirements relating
thereto under the Applicable Laws, terms of
Applicable Permits and Good Industry
Practice. However, TSIIC will extend their
support in submitting the required requisite
to the concern authorities.
2. Development 1. As per the IRC: 103-2012 - Guidelines for Yes/ No
Guidelines pedestrian facilities, Hyderabad Revised
Common Building Rules, 2006 issued vide G.O.
86 dt. 03.03.2006, National Highway Authority
of India (NHAI) regulations and any other
regulations issued by any other Statutory
Authorities applicable within the jurisdiction of
TSIIC IALA Cyberabad & Gachibowli,
Hyderabad.
2. Facilities for disabled persons shall be as per
“Persons with Disabilities Act, 2010” with
subsequent amendments and ‘UN Convention
for Rights of Persons with Disabilities
(UNCRPD).
3. All pavements, signage and lighting shall be as
per Indian Road Congress (IRC) & Ministry of
Road Transport and Highways (MORTH)
specifications.
4. Project construction, standards and
specifications shall be as per National Building
Council (NBC) regulations and Bureau of
Indian Standards (BIS).
3. Implementation The Minimum Development Obligations as Yes/ No
Plan specified above and Volume 2 of this RFP, shall be
completed within one (1) year from the date of
signing of the Concession Agreement
4. Technical As provided in Volume 2 of this RFP and other Yes/ No
Specifications relevant BIS codes and other Indian Standards
31
Sr. Compliance
Components Details
No.
5. Performance As per the Performance Standards specified in Yes/ No
Standard Volume 2 of this RFP and as per ISO 9001:2008
6. Applicable Permits Obtain and maintain at own cost all Applicable Yes/ No
Permits, in conformity with the Applicable Laws
and be in Compliance therewith
We hereby assure TSIIC IALA and guarantee that in future, from time to time whenever
we are required to undertake or follow any specific guideline / law, we shall do the
needful as required as required to ensure that the project and the Concessionaire comply
with the legal requirements.
Yours faithfully,
__________________________
(Signature of Authorised Signatory)
(Name, Title, Address, Date)
32
COMMERICAL BID
FORMAT
33
Appendix C
COMMERCIAL BID LETTER FORMAT
(On the Letter Head of the Bidder)
To,
The Chief Engineer
Sub: Submission of Commercial Bid for Development of Urban Street

Telangana on PPP mode under IALA Nanakramguda
Dear Sir,
Being duly authorized to represent and act on behalf of ---------------------------- and

having reviewed and fully understood all requirements of bid submission provided in the
RFP document and subsequent clarifications provided in relation to project, we hereby
quote and submit the Commercial Bid for a period of ………(in Years &
Months)…………………………. to TSIIC Limited for undertaking the project as per the terms
and conditions stipulated in this RFP document.
We abide by the above offer/ quote as per terms of the RFP, if TSIIC Limited selects us as
the Preferred Bidder.
Yours faithfully,
__________________
(Signature of Authorised Signatory)
(Name, Title, Address, Date)
34
VOLUME IV
DRAFT CONCESSION AGREEMENT

TABLE OF CONTENTS
ARTICLE 1- DEFINITIONS AND INTERPRETATIONS .................................. 8
Section 1.1 Definitions................................................................................... 8
Section 1.2 Definitions and Interpretations ................................................... 13
Section 1.3 Priority of Documents ................................................................ 16
ARTICLE 2 - CONCESSION .......................................................................... 17
Section 2.1 - Grant of Concession ................................................................. 17
Section 2.2 - Concession Period .................................................................... 18
ARTICLE 3 - CONDITIONS PRECEDENT ..................................................... 19
Section 3.1 - Conditions Precedent for Concessioning Authority ...................... 19
Section 3.2 - Conditions Precedent for Concessionaire .................................... 20
Section 3.3 - Obligations to Satisfy Conditions Precedent ................................ 21
Section 3.4 - Non-fulfillment of Conditions Precedent ..................................... 21
ARTICLE 4 - PROJECT LOCATION .............................................................. 23
Section 4.1 – Possession of Project Location .................................................. 23
Section 4.2 - Use of Project Location ............................................................. 23
Section 4.3 - Information about Project Location ............................................ 24
ARTICLE 5 - OBLIGATION OF PARTIES ..................................................... 25
Section 5.1 - Obligations of the Concessionaire/Preferred Bidder ..................... 25
Section 5.2 - Obligations of Concessioning Authority ...................................... 34
ARTICLE 6 - PROJECT IMPLEMENTATION ................................................. 36
Section 6.1 - Architectural and Structural Designs .......................................... 36
Section 6.2 - Development of Project Location and Implementation of Works 38
Section 6.3 - Project Completion ................................................................... 38
Section 6.4 - Marketing of Advertisement Rights & Optional Facilities .............. 39
Section 6.5 – Operation and Maintenance of the Project ................................. 40
ARTICLE 7 - PROJECT MONITORING ......................................................... 43
Section 7.1 - Independent Engineer/Consultant ............................................. 43
Section 7.1A – Expert Committee .................................................................. 44
Section 7.2 - Reporting and Inspection .......................................................... 44
ARTICLE 8 - FINANCIAL COVENANTS........................................................ 47
Section 8.1 - Financing for Project................................................................. 47
Section 8.2 - Payments to Concessioning Authority ........................................ 47
Section 8.3 - Advertisement Tariff ................................................................. 48
Section 8.4 - Audit and Account .................................................................... 48
ARTICLE 9 - PERFORMANCE SECURITY .................................................... 50
Section 9.1 - Performance Security................................................................ 50
Section 9.2 - Appropriation of Performance Security ....................................... 51
2
Section 9.3 - Release of Performance Security ............................................... 51
ARTICLE 10 - INSURANCE .......................................................................... 53

Section 10.1 - Insurance Cover ..................................................................... 53
Section 10.2 - Evidence of Insurance............................................................. 53
Section 10.3 - Application of Insurance Proceeds ........................................... 54
Section 10.4 - Validity of the Insurance Cover ................................................ 54
ARTICLE 11 - REPRESENTATIONS AND WARRANTIES ............................ 55
Section 11.1 - Mutual Representations and Warranties ................................... 55
Section 11.2 - Further Representations and Warranties of Preferred Bidder/
Concessionaire ............................................................................................. 55
Section 11.3 - Waiver of Sovereign Immunity ................................................ 57
Section 11.4 - Disclaimer .............................................................................. 57
ARTICLE 12- LIABILITY AND INDEMNIFICATION ................................... 59
Section 12.1 - Liability of Concessionaire ....................................................... 59
Section 12.2 - Indemnification ...................................................................... 59
Section 12.3 - Indirect or Consequential Losses ............................................. 61
ARTICLE 13 - FORCE MAJEURE .................................................................. 62
Section 13.1 - Force Majeure Event ............................................................... 62
Section 13.2 – Notice of Force Majeure Events ............................................... 63
Section 13.3 - Period of Force Majeure .......................................................... 63
Section 13.4 - Performance Excused ............................................................. 64
Section 13.5 - Costs, Revised Timetable ........................................................ 64
Section 13.6 - Termination Due to Force Majeure Event ................................. 64
ARTICLE 14 - EVENTS OF DEFAULT ........................................................... 65
Section 14.1 - Events of Default .................................................................... 65
Section 14.2 - Parties Rights ......................................................................... 67
Section 14.3 - Consultation Notice ................................................................. 68
Section 14.4 - Remedial Process ................................................................... 68
Section 14.5 - Obligations during Remedial Period.......................................... 68
Section 14.6 - Revocation of Consultation Notice............................................ 69
Section 14.7 - Termination Due to Events of Default ...................................... 69
Section 14.8 - Step-in-rights ......................................................................... 69
ARTICLE 15 - TERMINATION AND EXPIRY OF AGREEMENT/CONCESSION
70
Section 15.1 - Termination Procedure ............................................................ 70
Section 15.2 - Obligations during Termination Period ..................................... 70
Section 15.3 - Requisition ............................................................................. 70
Section 15.4 - Condition Survey .................................................................... 71
3
Section 15.5 - Consequences of Termination.................................................. 71

Section 15.6 - Vesting Certificate .................................................................. 74
Section 15.7 - Compensation on Termination ................................................. 74
ARTICLE 16 - DISPUTE RESOLUTION ........................................................ 77
Section 16.1 - Negotiation ............................................................................ 77
ARTICLE 17 - MISCELLANEOUS PROVISIONS .......................................... 78
Section 17.1 - Governing Law and Jurisdiction ............................................... 78
Section 17.2 - Waiver & Remedies ................................................................ 78
Section 17.3 - Survival.................................................................................. 79
Section 17.4 - Entire Agreements and Amendments ....................................... 79
Section 17.5 - Notices .................................................................................. 79
Section 17.6 - Severability ............................................................................ 80
Section 17.7 - No Partnership ....................................................................... 80
Section 17.8 - Language ............................................................................... 80
Section 17.9 - Counterparts .......................................................................... 80
Section 17.10 - Regulatory Framework for Infrastructure Projects ................... 81
Section 17.11 - Remedies Cumulative ............................................................ 81
Section 17.12 - Intellectual Property Rights and Confidentiality ....................... 81
Section 17.13 - Joint and Several Liability of the Members of the Consortium .. 82
Section 17.14 - No Liability for Review .......................................................... 82
Section 17.15 – Depreciation ........................................................................ 83
Section 17.16 Assignability .......................................................................... 83
Section 17.17 - Interest and Right to Set Off ................................................. 83
LIST OF APPENDICES
Appendix I : Letter of Intent (LOI) ……………………………………….……………………… 87

Appendix II : Project Location………………………………………...…………………..…………88
Appendix III : Guidelines for the Computation of Depreciated Historic Cost …….…89
Appendix IV: Format for Bank Guarantee for Performance Security………………...…90
4
CONCESSION AGREEMENT
This agreement (hereinafter referred to as the “Agreement”/ the “Concession

Agreement”) is made and executed on this ______day of _____________, 2019,
at ________________.
BETWEEN
1. Telangana State Industrial Infrastructure Corporation Ltd (TSIIC), A

Government of Telangana Undertaking, having its Head Office at 4, 5 and 6
floors, Parishrama Bhavan, Basheerbagh, Hyderabad, and represented herein
by its “Chief Engineer” hereinafter referred to as “TSIIC” or the
“Concessioning Authority” (which expression shall, unless it be repugnant to
the context or meaning thereof, include its successors and assigns) of the
FIRST PART,
AND
2. [M/s______________, company within the meaning of the Companies Act,

2013 (incorporated under the Companies Act, 1956/2013), and having its
office/registered office at _________________________________, India,
represented by ---------------- hereinafter referred to as the
"Concessionaire/ “Preferred Bidder" (which expression shall, unless it be
repugnant to the context or meaning thereof, include its successors and
permitted assigns) of the SECOND PART**],
(Note: The above to be retained if the Bidder is a sole proprietorship firm/

partnership firm /company)
OR
5
[The Consortium of (a) M/s ________________________________being the Lead

Member of the Consortium (hereinafter referred to as the “Lead Member”); and (b)
M/s _____________________________________, represented herein by the Lead
Member, (collectively referred to as the “Concessionaire”/ “Preferred Bidder”
(which expression shall, unless the context otherwise requires, include its successors
and permitted assigns) represented herein through _________________, the
Authorised Signatory, as authorised vide Board Resolution dated
________________or by a Power of Attorney dated-----------executed in his favor, of
the SECOND PART.**]
[The above to be retained if the Bidder is a consortium.]
**Delete whichever is not applicable.
TSIIC and the Concessionaire are hereinafter individually referred to as “the Party”
and collectively as “the Parties”.
WHEREAS
A. The first party, as the absolute owner and/or custodian of all the roads within its
jurisdiction, has considered it necessary to provide facilities to pedestrians such
as safe crossings on busy roads within the jurisdiction of TSIIC IALA Industrial
Area Local Authority (IALAs) of Gachibowli, Hyderabad under Public Private
Partnership Mode. Designing, construction, Financing and maintenance of
‘Pedestrian Walkway, Cycle track, landscaping, vertical gardens and Public
Amenities Centre” are the key project facilities considered for development under
this project.
B. Pursuant to the above, TSIIC has invited bids through competitive bidding for
selection of the Preferred Bidder for implementing the Project of “Development
of Urban Street Infrastructure for ISB road from DLF circle to Varun
Motors (via Wipro Circle), Hyderabad, Telangana on PPP Mode under
IALA Nanakramguda” on the commercial format.
C. Following a process of competitive bidding, after due evaluation of the bids

received by the Concessioning Authority in response to its RFP dated ___, the
Concessioning Authority accepted the bid submitted by ……………………………….,
the Preferred Bidder, for developing and implementing the Project and
communicated its acceptance to the Preferred Bidder vide Letter of Intent, dated
____ (the “Letter of Intent” or “LOI” attached hereto as Appendix I).
D. The Preferred Bidder, is holding a Power of Attorney from (Name of the

Consortium or Individual Members) (the “Power of Attorney” attached hereto as
6
Appendix II) and is duly authorized to execute this Agreement on behalf of

(Name of the Consortium or Individual Members) …………….
(Note: Applicable only in case the Concessionaire is a Consortium)
E. Following the issuance of the said LOI, the Preferred Bidder/ Concessionaire in
accordance with the terms and conditions as specified in the RFP Volume- I, as
being the pre-condition to the execution of this Agreement, has made the
following payments within 30 days of date of issue of LOI:
(i) Irrevocable and unconditional bank guarantee towards Construction

Performance Security (Appendix IV) of Rs. 50,00,000/- (Rupees Fifty
Lakhs only) from Nationalised/ Scheduled Bank (excluding Cooperative
Banks) -------- BG No. --------- dated ------------ or a Demand Draft for Rs.
50,00,000/- (Rupees Fifty Lakhs only favoring ‘TSIIC Limited’ with a
validity of ________months from the date of this Agreement. AND
(ii) Demand Draft of Rs. 20,00,000/- (Rupees Twenty Lakhs Only) towards
non-refundable Project Development Fee favoring ‘TSIIC Limited’.
F. In light of the compliance by the Concessionaire of the pre-conditions to the

execution of the Concession Agreement, Concessioning Authority has agreed to
enter into this Concession Agreement vesting the rights for the implementation of
the Project with the Concessionaire on the terms, conditions and covenants
hereinafter set forth in this Agreement.
G. The Preferred Bidder shall duly discharge its obligations under this Agreement
and shall implement the Project according to the terms of the Bidding Documents
and this Agreement.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
7
ARTICLE 1- DEFINITIONS AND INTERPRETATIONS
Section 1.1 Definitions
"Agreement”/"Concession Agreement” means this Development & Operation

Agreement executed between TSIIC and the Concessionaire.
"Applicable Laws" means all laws, promulgated or brought into force and effect by the
Government of Telangana or the Government of India including rules, regulations and
notifications made there under, and judgments, decrees, injunctions, writs and orders of any
court of record, applicable to this Agreement and the exercise, performance and discharge
of the respective rights and obligations of the Parties hereunder, as may be in force and
effect during the subsistence of this Agreement.
"Applicable Permits" means all sanctions, licenses, approvals, clearances, permits,

Concessions, consents, approvals and no objection certificates under or pursuant to
Applicable Laws, required to be obtained and maintained by the Concessionaire for
maintenance of the Facility in accordance with this Agreement.
“Compliance Date” shall have the meaning set forth in Section 3.3 (ii), upon which the
Conditions Precedent to this Agreement have been fulfilled, being the date upon which this
Agreement becomes unconditional and effective;
“Commercial Facilities within Public Amenities Centre” means the facilities such as
food courts, snack bar, ATM, Kiosks developed within the Public Amenities Centres as
permitted by TSIIC.
“Commercial Operation Date (COD)” shall have the meaning specified in Section 6.3
(b);
“Concession Period” shall have the meaning specified in Section 2.2 of this Agreement;
“Concessionaire” means M/s ___ and shall include its successors and permitted assigns;
“Construction Commencement Date” shall have the meaning specified in Section 6.2;
“Construction Period” shall mean the period from the date of signing of this Agreement
till the Commercial Operation date.
“Default/s” means event/s of default as described under Article 14 of this Agreement.
“Development Controls and Technical Specifications” shall mean entire content of

the Volume II of the RFP including the specifications and standards mentioned.
“Evaluation Committee” means the Committee that may be constituted (as per Section
6.1 of this Agreement) by the Concessioning Authority for the bid evaluation and approval of
the architectural design submitted by the Concessionaire.
8
"Encumbrance" means any encumbrance such as mortgage, charge, pledge, lien,

hypothecation, security interest, assignment, privilege or priority of any kind having the
effect of security or other such obligations and shall include without limitation any
designation of loss to payees or beneficiaries or any similar arrangement under any
insurance policy pertaining to the Facility, physical encumbrances and encroachments on the
Facility Project Location.
“Facility” shall consist of, unless the context otherwise requires, the details of the Project
Location, Pedestrian Walkway, Cycle track & bicycles, Landscaping, Vertical Garden, street
lighting, parking, Public Amenities Centres and Optional Facilities as approved by TSIIC and
other competent authorities and also include such other fixtures, fittings or any other
additions, the Concessionaire would provide or install/fix to maintain the Facility during the
subsistence of this Agreement.
"Force Majeure Events" Shall have meaning as described under Article 13 of this
agreement.
"Government Authority" means the state government or a governmental department,

agency, authority, instrumentality, central, state, or local, having jurisdiction over the
Concessionaire, the Project, the Facility Project Location, Project Assets or any portion
thereof, or the performance of all or any of the services or obligations of the Concessionaire
under or pursuant to this Agreement.
“Maintenance” means upkeep of the facility as per best industry standards and practices
for use by the public without hindrance and includes repairs, replacements, renovation or
modernization to keep the facility in working and usable condition.
“Material Adverse Effect” means material adverse effect on (a) the ability of the any of
the Party to this Agreement to observe and perform any of its rights and obligations under
and in accordance with the provisions of this Agreement and/or (b) the legality, validity,
binding nature or enforceability of this Agreement.
“Operation Period” means the period from the Commercial Operation Date till the
issuance of Vesting Certificate by the Expert Committee.
“Person” means any individual, company, corporation, firm, society, partnership, joint
venture, trust, unincorporated organisation, government or government agency or any other
legal entity as the context may permit or require .
“Project” means “Development of Urban Street Infrastructure of ISB road from

DLF circle and Varun Motors, Hyderabad, Telangana on PPP Mode under IALA
Nanakramguda”, subject to the provisions of this Agreement, (i) designing, financing,
construction, implementation, completion, commissioning, marketing, management,
operation and maintenance and use of the Project Facilities at the Project Location,
execution of the Works and all activities incidental thereto, such as engineering, testing,
commissioning and insurance etc., by the Concessionaire during the Concession Period; (ii)
the demanding, charging, collecting, retaining and appropriating and revision of
advertisement, other rental tariffs and Licensee Fee by the Concessionaire at market driven
rates and (iii) the transfer of the Project/Project Facilities by the Concessionaire to TSIIC or
9
its nominated agency at the end of the Concession Period by efflux of time or prior
termination.
“Project Contracts” shall mean and include Contractual Arrangements.
“Project Facilities” The Project Facilities shall comprise and consist of Essential Facilities
and the Optional Facilities as more particularly defined hereunder:
(i) “Essential Facilities” (Minimum Development Obligations)

 Minimum clear walking width of 1.80 meters and length of 3.50 Km on L.H.S side of
the ISB road (i.e., towards IDBI, Infosys, Wipro side)
 Tactile pavers (width of 300 mm) – Guiding the pedestrians with vision impairment
 Pedestrian walkway shall be raised 150mm from the proposed adjoining cycle track
 Minimum clear cycle riding track width of 2.0 meters and length of 3.50 Km on L.H.S
side of the ISB road
 Side railing over the kerb placed near the main carriageway along 3.50 Km, subject
to the entrance gates to the existing property holders.
 Develop at least 3 cycle parking docks each with a capacity of at least 10 cycles as
approved by TSIIC and also procure at least 25 (no) of bicycles
c) Themed landscape
 Beautification of street with thematic plantation (shrubs/plants) wherever applicable
 Lawn development including ornamental / flowering shrubs between the property
line & proposed pedestrian walkway all along the stretch on LHS
d) Vertical Garden
 Vertical garden with creepers and ornamental species with minimum height of 3m
and minimum stretch of 510 meters from chainage 1670 to 2180
 Develop maximum of four (04) nos. of Public Amenities centers (Only on the L.H.S of
ISB road) each of an area not exceeding 500 sq ft and width of maximum 2.5 m
10

Centers
 Procurement of at least Thirty (30) no. of Solid waste management bins (Segregated
bins – Plastic, Paper & Cans) and
 Procurement of at least five (05) digital directional signage boards
g) Providing street furniture at regular or necessary intervals to the Pedestrian, physical
challenged people and cyclist
(ii) Optional Facilities

 Optional facilities shall mean the commercial facilities like Advertisements space,
Food courts, ATMs/ Kiosks as approved by TSIIC. However, the details of such
optional facilities are indicated below;
Boards on Public Amenities Centre 6X4 04
(Backlit system)
Commercial food courts/ snack bar / 500 sq ft each including 4
ATM / kiosks etc. toilets
**The tentative locations of the Public Amenities are earmarked in the map enclosed as
Annexure-II, however, the Selected Bidder may erect advertisement facilities (as per the
permitted numbers and sized mentioned in herein above) along the project stretch i.e. L.H.S
and Central Median of the ISB Road, without causing any disturbance to the abutting
properties. These advertisement locations are to be specified in the conceptual plans & DPR
and duly approved by the Authority.
“Project Assets” means all the moveable and immovable assets relating to and forming
part of the Facility as on the date of completion of construction or as may be added or
replaced or renovated or modernized by the Concessionaire from time to time during the
tenure of the Agreement. It includes all the tangible and intangible assets relating to the
Project including, but not limited to, (a) rights over the Project Location in the form of right-
of-way or otherwise, (b) tangible assets such as the essential facilities and the optional
facilities, foundation, embankments, buildings, structures, super structures, constructions,
11
additions, alterations or improvements etc. thereof, pavement and walkways, sign boards,
electrical, mechanical, civil, sanitation and other works, telephone, other communication
equipment, equipment, technology at the Project Location/relating to the Project; (c)
financial assets of the Project such as receivables, cash and investments, security deposits
for utilities, Tariff etc.; (d) the rights of the Concessionaire under the Project Contracts, (e)
the Applicable Permits relating to the Project and (f) insurance;
“Project Completion” shall have the meaning ascribed to it under Section 6.3(b) of this
Agreement.
“Project Location” means the location allotted for development of the Project under this
Agreement i.e. L.H.S (Left Hand Side) of the ISB road (From DLF Circle to Varun Motors via
Wipro Circle) under IALA Nanakramguda and enumerated at Appendix II to this
Agreement.
“RFP” means the Request for Proposal dated _________ issued by the Concessioning
Authority as part of the competitive bidding process inviting bids for implementing the
Project on PPP basis, and includes any addendum / clarifications issued in respect thereof by
the Concessioning Authority;
“Relevant Authorities” means unless mentioned in this Agreement, means generally any
governmental, quasi-governmental, regulatory or administrative authority, agency,
department or entity.
“Transfer Date” means the date immediately following the date of expiry of Concession
Period/this Agreement/the Concession, including extension thereto or earlier termination
thereof in accordance with the provisions of this Agreement
"Termination Date" means the date on which the termination occurs which shall be the
date on which Termination Notice has been delivered or deemed to have been delivered by
a Party issuing the same to the other Party in accordance with the provisions of the
Agreement.
“Termination Notice” means a communication by Registered Post in writing by a Party to

the other Party regarding termination in accordance with the applicable provisions of this
Agreement as described in Clause 15.
“Transaction Documents” means collectively the Project Contracts and the Financing
Documents:
12
Section 1.2 Definitions and Interpretations
The words and expressions beginning with capital letters and defined in this
Agreement shall, unless the context otherwise requires, have the meaning ascribed
thereto herein, and the words and expressions defined in the Schedules and used
therein shall have the meaning ascribed thereto in the Schedules.
1.2.1 In this Agreement, unless the context otherwise requires:
(a) Appendices to this Agreement form an integral part of this Agreement and will
be in full force and effect as though they were expressly set out in the body
of this Agreement.
(b) references to “construction” include, unless the context otherwise requires,

investigation, design, development of Project location, engineering,
procurement, delivery, transportation, installation, processing, fabrication,
testing, commissioning and other activities incidental to the construction, and
“construct” shall be construed accordingly;
(c) wherever in this Agreement provision is made for the giving or issuing of any
notice, endorsement, consent, approval, certificate, agreement, Concession,
proposal, communication, information or report or determination by any Party
and/or the Independent Engineer/Consultant/Consultant/ Expert, unless
otherwise specified, such notice, endorsement, consent, approval, certificate,
agreement, Concession, proposal, communication, information or report or
determination shall be in writing under the hand of the duly authorised
representative of such Party and/or the Independent
Engineer/Consultant/Consultant/Expert in this behalf;
(d) references to Project or Project Facilities in this Agreement shall mean the
Essential Facilities and shall not include the Optional Facilities unless the
Concessionaire opts to design, finance, construct, complete, commission and
operate and maintain the same; and
(e) the damages payable by a Party to the other Party as set forth in this
Agreement, whether on per diem basis or otherwise, are mutually agreed
genuine pre-estimated loss and damage/liquidated damages likely to be
suffered and incurred by the Party entitled to receive the same and are not by
way of penalty.
(f) references to any legislation or any provision thereof shall include amendment
or re-enactment or consolidation of such legislation or any provision thereof
so far as such amendment or re-enactment or consolidation applies or is
capable of applying to any transaction entered into hereunder;
13
(g) references to laws of India or Indian law or regulation having the force of law
shall include the laws, acts, ordinances, rules, regulations, bye laws or
notifications which have the force of law in the territory of India and as from
time to time may be amended, modified, supplemented, extended or re-
enacted;
(h) the table of contents, headings or sub-headings in this Agreement are for
convenience of reference only and shall not be used in, and shall not affect,
the construction or interpretation of this Agreement;
(i) the words "include" and "including" are to be construed without limitation
and shall be deemed to be followed by "without limitation" or "but not limited
to" whether or not they are followed by such phrases;
(j) references to "development" include, unless the context otherwise requires,

construction, renovation, refurbishing, augmentation, upgradation and other
activities incidental thereto, and "develop" shall be construed accordingly;
(k) any reference to any period of time shall mean a reference to that according
to Indian Standard Time;
(l) any reference to day shall mean a reference to a calendar day;
(m) reference to a "business day" shall be construed as reference to a day (other

than a Sunday) on which banks in Hyderabad are generally open for business;
(n) any reference to month shall mean a reference to a calendar month as per
the Gregorian calendar;
(o) references to any date, period or Project Milestone shall mean and include
such date, period or Project Milestone as may be extended pursuant to this
Agreement;
(p) any reference to any period commencing "from" a specified day or date and
"till" or "until" a specified day or date shall include both such days or dates;
provided that if the last day of any period computed under this Agreement is
not a business day, then the period shall run until the end of the next
business day;
(q) the words importing singular shall include plural and vice versa;
(r) references to any gender shall include the other and the neutral gender;
(s) "Lakh" means a hundred thousand (100,000) and "crore" means ten million
(10,000,000);
14
(t) "indebtedness" shall be construed so as to include any obligation (whether

incurred as principal or surety) for the payment or repayment of money,
whether present or future, actual or contingent;
(u) save and except as otherwise provided in this Agreement, any reference, at
any time, to any agreement, deed, instrument, licence or document of any
description shall be construed as reference to that agreement, deed,
instrument, licence or other document as amended, varied, supplemented,
modified or suspended at the time of such reference; provided that this Sub-
clause shall not operate so as to increase liabilities or obligations of the
Authority hereunder or pursuant hereto in any manner whatsoever;
(v) any agreement, consent, approval, Concession, notice, communication,

information or report required under or pursuant to this Agreement from or
by any Party shall be valid and effective only if it is in writing under the hand
of a duly authorised representative of such Party, as the case may be, in this
behalf and not otherwise;
(w) references to Recitals, Articles, Sections, Sub-sections, Provisos or Appendix

in this Agreement shall, except where the context otherwise requires, mean
references to Recitals, Articles, Sections, Sub-sections, Provisos and of or to
this Agreement; reference to an Annex shall, subject to anything to the
contrary specified therein, be construed as a reference to an Annex to the
Appendix in which such reference occurs; and reference to a Paragraph shall,
subject to anything to the contrary specified therein, be construed as a
reference to a Paragraph of the Appendix or Annex, as the case may be, in
which such reference appears;
(x) time shall be of the essence in the performance of the Parties' respective
obligations. If any time period specified herein is extended, such extended
time shall also be of the essence.
1.2.2 Unless expressly provided otherwise in this Agreement, any documentation

required to be provided or furnished by the Concessionaire to the Authority
shall be provided free of cost and in three copies, and if the Authority is
required to return any such documentation with their comments and/or
approval, it shall be entitled to retain two copies thereof.
1.2.3 The rule of construction, if any, that a contract should be interpreted against
the parties responsible for the drafting and preparation thereof, shall not
apply.
1.2.4 Any word or expression used in this Agreement shall, unless otherwise defined
or construed in this Agreement, bear its ordinary English meaning and, for
these purposes, the General Clauses Act 1897 shall not apply.
15
1.2.5 Measurements and arithmetic conventions
All measurements and calculations shall be in the metric system and

calculations done to 2 (two) decimal places, with the third digit of 5 (five) or
above being rounded up and below 5 (five) being rounded down.
Section 1.3 Priority of Documents
This Agreement, and all other documents forming part of or referred to in this
Agreement are to be taken as mutually explanatory and, unless otherwise expressly
provided elsewhere in this Agreement, the priority of this Agreement and other
documents and agreements forming part hereof or referred to herein shall, in the
event of any conflict between them, be in the following order
(a) This Agreement
(b) The Appendices to the Agreement
(c) The LOI issued to the Concessionaire
(d) The written clarifications issued to the bidders at RFP stage
(e) Written addenda/corrigenda to the RFP
(f) The RFP
(g) The Concessionaire’s Bid
16
ARTICLE 2 - CONCESSION
Section 2.1 - Grant of Concession
(a) Subject to and in accordance with the terms and conditions set forth in this
Agreement, the Concessioning Authority hereby grants to the Concessionaire,
and the Concessionaire hereby accepts the exclusive right, authority and
Concession during the Concession Period to undertake the development,
design, engineering, financing, procurement, construction, completion,
commissioning, implementation, marketing, management, administration and
operation and maintenance of the Project at the Project Location enumerated
at Appendix I, on the commercial format, and exercise and/or enjoy the
rights, powers, privileges, Concessions and entitlements as set forth in this
Agreement (collectively the “Concession”).
(b) The Concession granted herein includes, subject to the provisions hereof, the
exclusive right of the Concessionaire to:
i. hold, occupy, enter upon and use the Project Location for
implementing the Project, establishing the Project Facilities and
executing the Works and to make at its cost and expense such
development, construction and improvements therein or thereon as
may be necessary or appropriate to implement the Project subject to
and in accordance with the provisions of this Agreement;
ii. letting out spaces at the Project Location and/or Project Facilities for
advertisement’s / Optional Facilities through licensing, franchising,
management service, sub-contracting or other suitable arrangements
on mutually agreed market driven conditions (“Contractual
Arrangements”) with any Persons of its choice;
iii. determine, revise, charge, demand, collect, recover, retain and
appropriate, the Tariff at market driven rates from the ’persons
desirous of utilizing the space at the Project Facilities for the display of
advertisements or installation of Commercial Facilities within Public
Amenities Centre; and
iv. Carry out such other activities incidental to the foregoing or proper or
desirable for the safe, efficient and economic implementation and
operations of the Project.
v. The Concessionaire shall take note of the agreement entered by the
Concessioning Authority for FOB, There is one FOB located at Chainage
17
1125 near Infosys Campus & ISB main entrance which was developed
on PPP mode and commenced in the year 2013 and valid for 20 years.
(c) The Concessionaire shall, on the date of issuance of Vesting Certificate by the
Expert Committee, transfer and hand over the Project, Project Facilities and
the Project Assets to the Concessioning Authority or its nominated agency in
accordance with the provisions hereof.
(d) The Concessionaire shall not part with or create any Encumbrances on the
whole or any part of the Project Location, Project Assets, Project Facilities
save and except as expressly permitted under this Agreement; provided that
nothing contained herein shall be construed or interpreted as restricting the
right of the Concessionaire to appoint Contractors, to enter into Contractual
Arrangements and to assign its rights here under and create a security
interest in favour of the Lenders in accordance with the provisions of this
Agreement.
Section 2.2 - Concession Period
The Concession Period is .................... that shall commence from the date of
signing of the Agreement. From such date till the end of Concession Period of
................... or the earlier termination or any extension of this Agreement in
accordance with the terms and conditions hereof, during which the Concessionaire is
authorized to implement the Project and make commercial use thereof in accordance
with the provision of this Agreement. For the avoidance of doubt, the Concession
Period shall include the period of construction.
18
ARTICLE 3 - CONDITIONS PRECEDENT
Save and except as may otherwise be expressly provided herein, the rights and
obligations of a Party under this Agreement shall be subject to the satisfaction in full
of the Conditions precedent relating to the other Party (the “Conditions
Precedent”).
Section 3.1 - Conditions Precedent for Concessioning Authority
The Concessioning Authority shall have
(a) Provided to the Concessionaire, permission/license to undertake the Project in

the Project Location through an ‘Order’ in accordance with the terms of this
Agreement and handed over the physical possession of the Project Location
to the Concessionaire;
(b) granted advertisement rights and rental rights of the Cycle and license rights
over commercial facilities within Public Amenities Centre to the Concessionaire
for generating revenue for the agreed Concession Period; and
(c) made necessary arrangements (in co-ordination with the line departments)
for procuring necessary approvals from the Government of Telangana (GoT)
departments, agencies for administrative sanctions to enable the
Concessionaire to commence the implementation of the Project.
(d) TSIIC shall facilitate the selected Developer towards shifting of all utilities/
infrastructure including power lines that are present within the proposed
Project Location. Such shifting shall be done in coordination with and
approval/ clearance from the concerned departments/ authorities and the
selected developer shall pay applicable fees and charges to the concerned
authorities for the purpose of shifting however TSIIC shall reimburse the
same as per actuals and hence the cost of shifting is not considered in the
project cost.
The above Conditions Precedent are required to be satisfied by the Concessioning

Authority within a period of [3] (three) months from the date of this Agreement.
19
Section 3.2 - Conditions Precedent for Concessionaire
The Concessionaire shall have
(a) made all the applications at its cost and procured the technical alliances,
Applicable Permits required for commencing construction and execution of the
Works unconditionally or if subject to conditions then all such conditions have
been satisfied in full and such Applicable Permits are in full force and effect and
the Concessionaire is in compliance with the conditions of grant thereof and
they are valid and effective;
(b) Submitted atleast three alternative concepts along with three dimensional (3D)
views and the architectural/ G.A. (General Arrangement) drawings of the
finalized concept - all within one month of date of signing of this Agreement.
(c) provided the Concessioning Authority notarised true copies of its constitutional
documents and board resolutions authorising the execution, delivery and
performance of this Agreement by the Concessionaire;
(d) achieved financial assistance as per Section 8 of this Agreement and provided
notarised true copies of the Financing Documents to the Concessioning
Authority along with soft copies;
(e) provided Construction Performance Security to the Concessioning Authority;
(f) confirmed in writing that all the representations and warranties of the Preferred
Bidder/Concessionaire set forth in the Bid and forming part of this Agreement
are true and correct as on the date of execution of this Agreement and the
Compliance Date
(g) DPR: The Concessionaire shall submit a DPR within a month from the date of
receiving LoI/LoA to the Concessioning Authority.
Provided that upon request in writing by the Concessionaire, the

Concessioning Authority may, in its sole discretion, waive fully or partially
any or all the Conditions Precedent set forth in this Section 3.2.
The above Conditions Precedent are required to be satisfied by the Concessionaire

within a period of [3] (three) months from the date of this Agreement.
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Section 3.3 - Obligations to Satisfy Conditions Precedent
(i) Each Party shall make all reasonable endeavors at its respective cost and
expense to comply in full with the Conditions Precedent relating to it within
a period of Three (3) months from the date of execution of this
Agreement or any extension agreed to between the Parties.
(ii) The later of the date within such days when the Concessioning Authority and
the Concessionaire both fulfill their Conditions Precedent (unless
Concessioning Authority waives the same for the Concessionaire) shall be
the date from which the obligations of the Parties hereunder shall
commence (the “Compliance Date”).
Section 3.4 - Non-fulfillment of Conditions Precedent
(a) In the event the Conditions Precedent for the Concessionaire have not been
fulfilled within the stipulated time and the Concessioning Authority has not
waived, fully or partially, such conditions relating to the Concessionaire, this
Agreement shall cease to have any effect as of that date and shall be deemed
to have been terminated by the mutual agreement of the Parties and no
Party shall subsequently have any rights or obligations under this Agreement
and TSIIC shall not be liable in any manner whatsoever to the
Concessionaire or Persons claiming through or under it.
(b) In the event that possession of the Project Location has been delivered to the
Concessionaire prior to the fulfillment in full of the Conditions Precedent,
upon the termination of this Agreement under this Section 3.4, the Project
Location shall immediately revert to the Concessioning Authority, free and
clear from any Encumbrances and along with all Easement Rights,
irrespective of any outstanding mutual claims between the Parties.
(c) In the event this Agreement is terminated due to non-fulfillment of the

Concessionaire’s Conditions Precedent and the same is not due to
Concessioning Authority default, Concessioning Authority shall forfeit the
Project Development Fee furnished by the Concessionaire and retain the
Construction Performance Security as damages.
(d) In the event this Agreement is terminated due to non-fulfillment of the

Concessioning Authority’s Conditions Precedent, the Concessioning Authority
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shall upon such termination return/refund in full the Construction

Performance Security to the Concessionaire, unless the Concessioning
Authority’s failure to fulfill its Conditions Precedent is as a result of the
Concessionaire’s default, in which case the Concessioning Authority shall
forfeit the Construction Performance Security as damages.
(e) Instead of this Agreement terminating as provided in this Section 3.4, the
Parties may by mutual agreement extend the time for three more months or
more for fulfilling the Conditions Precedent. In such case, the Concessioning
Authority shall compensate the Concessionaire by extending the Concession
Period accordingly.
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ARTICLE 4 - PROJECT LOCATION
Section 4.1 – Possession of Project Location
(a) The signing of this Agreement and fulfillment of Conditions Precedent by both
the Parties is deemed to provide the Concessionaire with access to the
Project Location. The Project Location for the proposed Projects are at the
key locations as enumerated at Appendix II.
(b) The Parties shall, within 15 (fifteen) days of the Concessioning Authority’s
notice in this behalf to the Concessionaire prior to the Compliance Date, carry
out through their duly authorised representative, a joint inspection and
verification of all the real estate, structures, land, buildings and record the
report thereof in a memorandum duly signed by the Parties/their
representatives. The participation of the Concessionaire in such joint
inspection shall be mandatory. The Concessionaire shall carry out at its cost
a due diligence of all Encumbrances at, on or under the Project Location and
notify the same to the Concessioning Authority, which shall take prompt
action for removing the same.
(c) The Concessioning Authority shall bear all the costs of making available the
Project Location to the Concessionaire and be liable to remove/relocate at its
cost all Persons that may have to be displaced from the Project Location,
including the payment of compensation, if any, to such Persons or litigation
pursuant thereto and the Concessionaire shall not be liable in this behalf.
(d) The possession of the Project Location granted hereunder by the

Concessioning Authority shall be on an “as is where is basis” the vacant
possession of all the land and rights comprising the Project Location, free
from Encumbrances, and together with the Easement Rights and with the full
and free right and liberty of way and passage and other rights in relation
thereto and the right, authority and license to implement the Project thereat
in accordance with the provisions of this Agreement, for a period that shall
be co-terminus with the Concession Period.
Section 4.2 - Use of Project Location
(a) The Concessionaire shall not without prior written consent or approval of the
Concessioning Authority, use the Project Location for any purpose other than
for the purposes of implementing the Project and commercial use of the
Project Location in accordance with the provisions of this Agreement and
purposes incidental thereto or as may otherwise be approved in writing by
the Concessioning Authority. The Concessionaire acknowledges, accepts,
confirms and agrees that this is an essential condition of this Agreement.
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(b) The Concessionaire shall maintain vigil over the Project Location during the
Concession Period to prevent encroachments or occupation of the Project
Location and in case of any encroachment or occupation forthwith remove
the same at its cost and expense and inform the Concessioning Authority
thereof.
Section 4.3 - Information about Project Location
(a) The information about the Project Location is provided by the Concessioning
Authority to the Concessionaire in good faith and with due regard to the
matters for which such information is required by the Concessionaire. The
Concessionaire acknowledges that before entering into this Agreement, it has
had sufficient opportunity to investigate the Project Location, and accepts full
responsibility for its condition (including but not limited to its geological
condition, any toxic contamination, and the availability or unavailability of
adequate supplies of water and electricity); and agrees that it shall not be
relieved from any of its obligations under this Agreement or be entitled to
any extension of time or financial compensation by reason of the unsuitability
of the Project Location (or part thereof) or for any other reason pertaining to
the Project Location.
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ARTICLE 5 - OBLIGATION OF PARTIES
Section 5.1 - Obligations of the Concessionaire/Preferred Bidder
In addition to and not in derogation or substitution of any of the obligations,

undertakings, terms and conditions or covenants set out elsewhere in this
Agreement, the Concessionaire shall, without qualification, at its own cost and
expense observe, undertake, perform and comply during the Concession Period with
the following obligations:
(a) The Concessionaire shall design, plan, develop, finance, construct, market,
administer, manage and operate and maintain the Project/Project Facilities,
including without limitation the necessary infrastructure, services and
facilities, during the Concession Period strictly in accordance with the
provisions of this Agreement, Development, Controls, Specifications and
Standards enumerated at Volume-II of the RFP, Applicable Laws, terms of
Applicable Permits and Good Industry Practice. The Concessionaire shall,
for such purposes do all such acts, deeds and things, as may be required
under this Agreement.
(b) Minimum Development Obligations (MDOs): The Concessionaire shall plan,

design, develop and operationalise the Essential facilities within Six (06)
Months from the date of this Agreement in accordance with the RFP
stipulations.
Other Obligations:
i. The designs of the project facilities shall be finalized in consultation with
the TSIIC.
ii. Pedestrians & passengers shall be provided with unlimited and
unrestricted access to use the project facilities, round the clock, free of
cost
iii. Operate and Maintain the Project facilities as per the ISO- 9001: 2008
Standards or equivalent
(c) The Concessionaire shall arrange for the shifting of all utilities/
infrastructure including power lines that are present within the proposed
Project Location only if they are intervening with the Project construction.
Such shifting shall be done in coordination with and approval/ clearance
from the concerned departments/ authorities and shall pay the applicable
fees and charges to the concerned authorities for the purpose of shifting.
The shifting shall be the responsibility of the Concessionaire and
Concessioning Authority shall extend its best support/ facilitation to the
Concessionaire in achieving the same. Also, all the fees and charges paid to
the authorities like TSCPDCL, HMWSSB, etc. by the Concessionaire towards
shifting of such utilities/ infrastructure shall be reimbursed to by the
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Concessioning Authority on production of relevant bills. TSIIC shall also

facilitate and extend its support to Concessionaire for utility shifting &
Clearance of all encroachments by appointing a single point contact for
these project.
(d) Also at any time during the Concession period, if the Project Facilities &
other Optional facilities have to be removed or replaced or renovated due
to road widening or any other reason (any Government implementation
initiatives such as Strategic Road Development Plans, Metro corridors,
etc.), then the Concessionaire shall shift such facilities to a mutually agreed
location (within the TSIIC IALA’s within the HMDA’s jurisdiction) at its own
expenses. However, TSIIC shall compensate the Concessionaire for such
replacement / relocation / renovation and also the revenue loss from the
advertisements and commercial spaces (ATMs/ Kiosks), if any, by
extending the Concession period. Such additional Concession time period
will be decided as per the projected revenues which will be computed
based on the latest year revenues from the project facilities with an annual
increment of 5% ever year.
(e) In case of any delay in shifting of the utilities due to which the Project
could not be completed and provided that such delay is not due to any
default or negligence on the part of the Concessionaire or Persons claiming
through or under it, Concessioning Authority may commensurate the loss
of time period by extending the Concession Period proportionately.
(f) In implementing the Project, the Concessionaire shall ensure compliance by

itself and Persons claiming through or under it with all Applicable Laws,
including construction laws, traffic safety regulation, guidelines and the
terms of Applicable Permits and the Concessionaire shall be entirely liable
for any violations or breaches thereof and indemnify and keep indemnified
the Concessioning Authority from and against all liabilities and costs in this
behalf.
(g) The Concessionaire shall open the Pedestrian Walkway, Toilets to the
public free of cost within (06) Six months from the date of signing of
Concession Agreement and till the end of the Concession Period.
i. If the Essential Project Facilities are not opened to public free of cost, the
Concessioning Authority upon verifying and confirming the same shall
issue a notice to the Concessionaire to pay a penalty of minimum Rs.
10,000/-(Rupees ten thousand only) per day computed for number of days
of such default. If the Concessionaire does not make the payment and/or
does not rectify and operate the Project Facilities as per the standard
timings defined, the Performance Security shall be forfeited (partly/
wholly) without any prior notice. The Concessionaire shall top up the said
Performance Security to the extent forfeited within fifteen days of
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Concessioning Authority’s notice. In case the Concessionaire does not

fulfill the above, it will be treated as event of default as per clause 14.1 a
(i) and TSIIC shall have right to terminate this Agreement.
ii. In case of non-performance of any of the Project Facilities– not opened to

public use for a period more than seven days, then the Concessionaire
shall immediately remove the optional facilities. In case of non-adherence
to the above, the relevant Performance Security shall be forfeited (partly/
wholly) without any prior notice. The Concessionaire shall top up the said
Performance Security to the extent forfeited within fifteen days of the
Concessioning Authority’s notice. If the non-performance of the Project
Facilities are not rectified even after a period of one month, it will be
treated as an event of default as per clause 14.1 a (i) and TSIIC shall have
right to terminate the agreement.
(h) The Concessionaire shall provide or arrange at its cost during the
Concession Period power, electricity, solid waste disposal and other
facilities required from time to time in respect of the construction,
operation and maintenance of the Project/Project Facilities and be in
compliance to the requirements relating thereto under the Applicable Laws,
terms of Applicable Permits and Good Industry Practice.
(i) The Concessionaire shall obtain and maintain at its cost all Applicable
Permits, (including all environmental permits), from the State /Central
Government or their agencies, as may be required for implementation of
this Project and running the facility. The Concessionaire shall maintain such
Applicable Permits in full force and effect so long as it is necessary in order
for the Concessionaire to perform its obligations hereunder
(j) The Concessionaire shall be solely and exclusively responsible for the
recruitment, transportation, accommodation, catering, payment of the
salaries, wages and other payments and costs incidental thereto, health,
hygiene, safety etc. payable under Applicable Laws arising from the
respective terms and conditions of employment of all labor and personnel
employed by the Concessionaire, its Contractors, agents and
representatives on or in connection with the Works at the Project Location
under or through whatever legal relationship;
(k) The Concessionaire shall make efforts to maintain harmony and good
industrial relations among the labor and personnel employed in connection
with the performance of the its obligations under this Agreement, whether
by itself or through the sub-contractors, and be the principal employer in
respect of such labor and personnel. The Concessionaire shall be solely
responsible and liable for compliance with all Applicable Laws, including
labor and local laws, pertaining to the employment of labor, staff and
personnel by it and its Contractors for implementing the Project and the
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Concessioning Authority shall not be liable in any manner whatsoever in

respect of such employees and their employment.
(l) The Concessionaire may sub-contract at its cost and risk to Contractors
possessing the required skill, expertise, capacity and technical and financial
qualifications, the designing, engineering, procurement, fabrication and
construction of civil / mechanical / electrical engineering structures /
equipment, and / or operation and maintenance of the Project or any part
thereof provided the Concessionaire shall at all times be solely responsible
and liable for any defect, deficiency or delay in the construction and
erection of the structures/equipment or any part thereof and for the
operation and maintenance of the Project in accordance with the provisions
of this Agreement and provided further that this does not result in the
carrying out of the whole or substantially the whole, as determined by the
Concessioning Authority, of the Works by the Contractors. The
Concessionaire shall ensure that any of its obligations, which are relevant
to the scope of work of a Contractor pursuant to this Agreement are
incorporated in the terms and conditions under which such Contractor is
retained.
(m) For the avoidance of doubt, it is hereby clarified that notwithstanding the
appointment of a subcontractor by the Concessionaire for any of the
aforesaid purposes, the Concessionaire shall remain responsible for
obligations performed or to be performed by the subcontractors to the
same extent as if such obligations were to be always performed by the
Concessionaire and shall at all times be solely responsible for any defect,
deficiency or delay by the subcontractor in the implementation of the
Project/execution of Works.
(n) The Concessionaire further undertakes and covenants that it shall be solely
responsible for all payments to be made to the subcontractors and shall
indemnify the Concessioning Authority and keep it indemnified and
harmless from and against any and all losses, claims, damages, liabilities,
costs (including reasonable attorneys' fees and disbursements) and
expenses that the TSIIC may incur, insofar as such losses directly arise out
of, in any way relate to, or result from the non-performance by the
Concessionaire of its obligations to the Subcontractors including non-
payment of any monies to such Subcontractors.
(o) The Concessionaire shall provide to the Concessioning Authority notarised

true copies of every Transaction Document duly executed, to which the
Concessionaire is a party, including any related instruments, deeds,
contracts, supplemental agreements and other such documents relating
thereto and of any amendments, supplements or replacements etc. thereof
within 15 (fifteen) days of such execution or amendment etc.
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(p) Not make any replacement, modification or amendment to any of the

Transaction Documents at any time without the prior written consent of the
Concessioning Authority if such replacement, modification or amendment
has or may have the effect of imposing or increasing any financial liability
or obligation on the Concessioning Authority and in the event any
replacement, modification or amendment is made without such consent,
the Concessionaire shall not enforce such replacement, modification or
amendment nor permit enforcement thereof against the Concessioning
Authority.
(q) Comply with its obligations set out in the Transaction Documents.
(r) Ensure and procure that each Project Contract contains provisions that
would entitle Concessioning Authority or a nominee of the Concessioning
Authority to step into such contracts at the Concessioning Authority’s
discretion, in place and substitution of the Concessionaire in the event of
termination pursuant to the provisions of this Agreement.
(s) Not enter into any material contract, including without limitation, any EPC
contract or agreement with any affiliated party related to or in connection
with the Project unless the principal terms including consideration is
reviewed, assessed and approved by the Independent Engineer/Consultant
prior to the execution of any such contract.
(t) The Concessionaire shall provide to the Concessioning Authority and the
Independent Engineer/Consultant/Expert Committee, reports on a regular
basis during the Concession Period in accordance with the provisions of
Article 7 and as set forth elsewhere in the Agreement and at all times
provide the Concessioning Authority such information, data and documents
as the Concessioning Authority may reasonably require.
(u) The Concessionaire shall take all reasonable precautions for the prevention
of accidents on or about the Project Location and provide all reasonable
assistance and emergency medical aid to accident victims. For this purpose
Concessionaire shall maintain liaison with emergency service providers and
seek necessary police assistance on payment of applicable charges for the
provision of such services as are not provided in the normal course or are
available only on payment.
(v) The Concessionaire shall adhere to all the norms of fire safety, etc., and
also obtain the insurance coverage for the Project Facilities and third party
insurance for the facilities user (pedestrians).
(w) The Concessionaire shall pay all fines, late fees and other outgoings in
relation to the use of utilities and services by the Concessionaire or its
Contractors and agents during the implementation and operation of the
29
Project such as water supply, sewage disposal, fuel, garbage collection and
disposal, electric power, gas, telephone and other utilities and ensure
avoidance of any disruption thereof due to disconnection or withdrawal of
such utility.
(x) The Concessionaire shall undertake marketing of advertisements right,

Optional Facilities at its cost and expense and liaison with sector players,
and interested parties etc.
(y) The Concessionaire shall maintain required insurances in accordance with

the provisions hereof.
(z) The Concessionaire shall provide all assistance to the Concessioning

Authority and the Independent Engineer/Consultant/Expert Committee as
they may reasonably require for the performance of their duties and
services under this Agreement;
(aa) The Concessionaire shall be responsible for safety, soundness and

durability of the Project Assets including all structures forming part thereof
and their compliance with the Specifications and Standards.
(bb) The Concessionaire shall subject to the provisions hereof, achieve Project
Completion within 06 (Six) months from the date of the Concession
Agreement.
(cc) The Concessionaire shall hand over the Project /Project Assets free from
Encumbrances and encroachments to the Concessioning Authority or its
nominated agency upon the expiry/termination of the Concession
Period/this Agreement
(dd) The Concessionaire shall promptly carry out at its cost such further works
as may be necessary to remove any defects or deficiencies observed by the
Independent Engineer/Consultant and ensure completion of the
construction of the Project in all respects in accordance with the provisions
of this Agreement;
(ee) The Concessionaire shall confine its activities to the Project Location and to
any additional areas arranged by the Concessionaire at its cost and not
encroach upon, damage or degrade adjacent land and be liable for all costs
and consequences for its failure to do so;
(ff) The Concessionaire shall commence Commercial Operations of the Project

Facilities only upon issuance of the Completion Certificate.
(gg) The Concessionaire shall operate, maintain, manage, repair the

Project/Project Facilities at its cost and risk during the Operations Period,
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strictly in accordance with the provisions of this Agreement, Development

Controls and Technical Specifications as enumerated at Volume-II of the
RFP, the Applicable Laws, the terms of Applicable Permits and Good
Industry Practice.
(hh) The Concessionaire shall undertake the Essential facilities development,

implementation, operation and maintenance strictly in accordance with the
following minimum specifications and as per the terms and conditions
stipulated in this RFP.

 Minimum clear walking width of 1.80 meters and length of 3.50 Km on L.H.S
side of the ISB road (i.e., towards IDBI, Infosys, Wipro side)
 Tactile pavers (width of 300 mm) – Guiding the pedestrians with vision
impairment
 Pedestrian walkway shall be raised 150mm from the proposed adjoining cycle
track
 Minimum clear cycle riding track width of 2.0 meters and length of 3.50 Km on
L.H.S side of the ISB road
 Side railing over the kerb placed near the main carriageway along 3.50 Km,
subject to the entrance gates to the existing property holders.
 Develop at least 3 cycle parking docks each with a capacity of at least 10 cycles
as approved by TSIIC and also procure at least 25 (no) of bicycles
c) Themed landscape
 Beautification of street with thematic plantation (shrubs/plants) wherever
applicable
 Lawn development including ornamental / flowering shrubs between the
property line & proposed pedestrian walkway all along the stretch on LHS
d) Vertical Garden
 Vertical garden with creepers and ornamental species with minimum height of
3m and minimum stretch of 510 meters from chainage 1670 to 2180
 Develop maximum of four (04) nos. of Public Amenities centers (Only on the L.H.S of
ISB road) each of an area not exceeding 500 sq ft and width of maximum 2.5 m
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Centers
 Procurement of at least Thirty (30) no. of Solid waste management bins
(Segregated bins – Plastic, Paper & Cans) and
a. Procurement of at least five (05) digital directional signage boards
Providing street furniture at regular or necessary intervals to the Pedestrian,
physical challenged people and cyclist
a) Optional Facilities
 Optional facilities shall mean the commercial facilities like Advertisements space,
Food courts, ATMs/ Kiosks as approved by TSIIC. However, the details of such
optional facilities are indicated below;
Boards on Public Amenities 6X4 04
Centre (Backlit system)
Commercial food courts/ snack 500 sq ft each 4
bar / ATM / kiosks etc. including toilets
**The tentative locations of the Public Amenities are earmarked in the map
enclosed as Annexure-II, however, the Selected Bidder may erect advertisement
facilities (as per the permitted numbers and sized mentioned in herein above)
along the project stretch i.e. L.H.S and Central Median of the ISB Road, without
causing any disturbance to the abutting properties. These advertisement
locations are to be specified in the conceptual plans & DPR and duly approved by
the Authority.
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b) Special Conditions
i. The Concessionaire shall prepare at least three (03) conceptual plans /
designs (with 3D views) of the project for the entire stretch of 3.50 Km,
the design shall be modern, innovative, creative and attractive. The
conceptual plan shall clearly indicate the location and the design of the
advertisement Hoarding especially the Unipoles and Public Amenities
centre. The design should be such that it doesn’t affect the free, smooth
and safe movement of the traffic.
ii. Based on the designs & views submitted by the Concessionaire, TSIIC
shall approve anyone of such designs and the Concessionaire may
commence implementation of such approved design.
iii. The Concessionaire shall provide or arrange at its own cost (during the
Concession Period) the required facilities such as power, electricity, solid
waste disposal and any other associate facilities required from time to
time in respect of the construction, operation and maintenance of the
Project/Project facilities and be in compliance to the requirements relating
thereto under the Applicable Laws, terms of Applicable Permits and Good
Industry Practice. However, TSIIC will extend their support in submitting
the required requisite to the concern authorities.
c) More details on the technical specifications of the above are indicated in the
Volume II: Development Controls and Technical Specifications of this RFP.
d) TSIIC shall be the final Authority in case of any uncertainty in interpretation
of the specifications
(ii) The Concessionaire shall in accordance with and subject to the provisions of
this Agreement, undertake or manage, inter alia, the following areas:
I. Preparation of three alternative concepts with 3D views along with the

Architectural/G.A drawings for the finalized option within one month of
agreement signing and Structural Designs for the Project Facility including
optional facilities and other Designs and Drawings within 3 months;
i. Arranging the financing for the Project, including mobilization of debt
and equity;
ii. Procurement of Applicable Permits for commencing and implementing
the Project;
iii. Award of Project Contracts in respect of engineering, procurement,
construction and operation and maintenance of the Project;
iv. Timely implementation of the Project in accordance with the provisions
of this Agreement, including the Specifications and Standards, the
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Applicable Laws, the terms of the Applicable Permits and Good

Industry Practice.
v. Marketing of the advertisement rights and optional facilities;
vi. Compliance with the provisions of this Agreement relating to liability
and indemnification; and
vii. Implementation of measures for safety, security and protection of the
works, property, life and materials at the Project Location and the
environment.
II. Change of Management of the Preferred Bidder (Lead Member in case of
Consortium) is not allowed within construction time and initial two years of
project operations. However, after the aforesaid period and with the prior
approval of TSIIC, change of management may be allowed.
III. In case of a Consortium, the Consortium Agreement shall be valid for at least
three years from the date of Consortium Agreement.
Section 5.2 - Obligations of Concessioning Authority
In addition to and not in derogation or substitution of any of the obligations,

undertakings, terms and conditions or covenants set out elsewhere in this
Agreement, the Concessioning Authority agrees and undertake as under:
(a) The Concessioning Authority shall, at the request of the Concessionaire,

grant Applicable Permits with reasonable promptness that are in its authority
and capacity to grant and, as the case may be, assist but without guarantees
and/or without assuming any responsibility in that behalf and issue
recommendatory letters and make best efforts to assist the Concessionaire in
obtaining all the Applicable Permits from Government Authorities,
Concessions to import equipment and materials required for the Project and
immigration clearances, employment permits and residential premises for
any foreign personnel engaged or employed by the Concessionaire in
connection with the implementation of the Project, including renewals
thereof; provided that nothing contained in this provision shall relieve the
Concessionaire of its obligations under this Agreement to obtain the
Applicable Permits and of being in compliance with the requirements of the
same, provided further that the Concessionaire (i) provides to the
Concessioning Authority all necessary relevant details and other information
as may reasonably be required by the Concessioning Authority and (ii) keeps
the Applicable Permits in force and effect throughout the Concession Period.
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(b) Upon written request from the Concessionaire, assist the Concessionaire in
obtaining access to all necessary infrastructure facilities and utilities, and on
terms no less favorable to the Concessionaire than those generally available
to commercial customers receiving substantially equivalent facilities/utilities.
(c) In the event of any action or suit to prevent, prohibit or otherwise challenge
the Project by any Government Authority, trade union, environmental group
or any other Person or organization, which might reasonably be expected to
materially and adversely affect the Project Assets, the implementation of the
Project or the enjoyment by the Concessionaire of its rights and benefits
under the Concession granted herein, the Concessioning Authority shall, if
requested by the Concessionaire in writing, on a best effort basis, take such
reasonable action as is available to it to challenge and to mitigate such
effects.
(d) The Concessioning Authority shall assist the Concessionaire in obtaining

police assistance against payment of prescribed costs and charges, if any, for
maintaining security at the Project Location.
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ARTICLE 6 - PROJECT IMPLEMENTATION
Section 6.1 - Architectural and Structural Designs
(a) The Concessioning Authority shall constitute an ‘Evaluation Committee’

consisting of the members as it deems fit, for bid evaluation and approval of
the Architectural and Structural Design prepared by the Concessionaire.
(b) Within one month from the date of signing of this Agreement, the
Concessionaire shall at its cost prepare as per the RFP terms and submit to
the Concessioning Authority and the Evaluation Committee, the architectural
design / G.A. drawings for the Project for approval by TSIIC as finalized
from the three alternative concepts submitted.
(c) The detailed architectural and structural design for the Project shall, inter
alia, set out the full details of the developmental activities proposed to be
carried out by the Concessionaire for implementation of the Project,
proposed order, sequence and method of working, the steps, procedures and
processes undertaken and to be undertaken by the Concessionaire, the
Project Implementation Schedule with the Project Milestones, with milestone
dates, names of likely subcontractors/ vendors etc., plans for mobilization of
finances, plans for marketing the advertisement rights / Optional Facilities
and such other similar details which define and clarify the method and
direction of the Concessionaire’s plans for the implementation of the
Project.
(d) The Concessioning Authority and the Evaluation Committee shall review the
Architectural Designs submitted by the Concessionaire for conformity with
the Specifications and Standards and in the event the Evaluation Committee
has any objection, it shall promptly within “7(seven) working days” from the
submission date by the Concessionaire, notify the Concessionaire of its
objections, seek clarifications or suggest changes or modifications or
corrections thereto. Thereupon the Concessionaire shall within “7(seven)
working days” of such notification provide necessary clarification to the
Concessioning Authority and the Evaluation Committee and/ or re-submit the
revised Designs or part thereof, as the case may be, after incorporating the
changes, modifications or corrections suggested by the Concessioning
Authority and the Evaluation Committee.
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(e) If the Concessioning Authority and the Evaluation Committee does not object
to the detailed architectural design submitted to it by the Concessionaire
within “15 working days” of its submission, Concessioning Authority and the
Evaluation Committee shall be deemed to have approved such architectural
design. Within “15 (fifteen) working days” after the Architectural Design is
approved, the Concessionaire shall submit the Evaluation Committee, the
Structural Design, duly verified & approved by the Independent Agency
appointed/designated by the Concessioning Authority. Once such Structural
Design is complete, the Concessionaire shall be entitled to proceed with the
Project accordingly. However the Concessionaire expressly, agrees and
confirms that non-communication of any comments by the Concessioning
Authority and / or the evaluation committee in terms of above clause shall
not mean or be construed to mean that the right of the Concessioning
Authority or the Evaluation Committee to notify the objections / comments /
or to suggest modifications in architectural and structural design is forfeited.
(f) Notwithstanding any express or deemed approval or failure to review by or

the comments or observation of the Concessioning Authority and / or the
Evaluation Committee in relation to the architectural and structural design,
the Concessionaire shall be solely responsible for any defect and/or
deficiency therein or any part thereof and accordingly the Concessionaire
shall at all times remain solely responsible for the technical feasibility,
operational capability and reliability of the Project and shall not be relieved or
absolved in any manner whatsoever of any of its obligations hereunder. The
Concessionaire shall rectify or cure the any such defect within 15 days from
date of notice from TSIIC.
In case of default, the Concessionaire shall pay a penalty of minimum Rs.
10,000/-(Rupees ten thousand only) per day computed thereof for number of
days after completion of 15 days period.
(g) Any design, drawing or specification provided by the Concessioning Authority

to the Concessionaire shall only be indicative and the Concessionaire shall
accept the same at its sole risk, cost and consequence. The Concessioning
Authority or Evaluation Committee shall not be responsible or liable in any
manner for the accuracy, completeness or otherwise of the architectural and
structural design or the construction and implementation of the
Project/Works by the Concessionaire on the basis thereof, irrespective of any
37
perusal or review thereof or comment thereon by the Concessioning

Authority and / or the Evaluation Committee.
Section 6.2 - Development of Project Location and Implementation of

Works
The Concessionaire shall commence construction of the Works for the

development and implementation of the Project within 1 (One) week of the
Compliance Date (“Construction Commencement Date”). The
Concessionaire shall, by itself or through its subcontractors, at its cost and
risk undertake the development of the Project Location, including land filling,
leveling, clearing, shifting of utilities, landscaping and demarcation and
division of the Project Location etc. for establishment of the Project Facilities,
in accordance with the provisions of this Agreement, Development Controls
and Technical Specifications and Good Industry Practice.
Section 6.3 - Project Completion
(a) The Concessionaire shall complete the Construction works in respect of

the Essential Facilities, which constitute the Minimum Development
Obligations within a period of Six (06) months from the Agreement Date,
which may be extended under the provisions of this Agreement or by
mutual agreement of the Parties.
(b) The Project shall be deemed to be complete and open for Commercial
Operations only when the Completion Certificate is issued by the
Independent Engineer (the “Project Completion”). The Completion
Certificate shall specify the date on which, in the opinion of the
Independent Engineer the Project was completed and ready for
Commercial Operations (the “Commercial Operations Date”).
(c) For the avoidance of doubt, Project Completion herein refers to the
construction and completion of the Essential Facilities in accordance with
the provisions hereof, which constitutes the Minimum Development
Obligations of the Concessionaire. The Concessionaire may design,
construct, complete, commission, operate and maintain the Optional
Facilities strictly in accordance with the provisions of this Agreement,
Development Controls, Specifications and Standards as set forth at
Volume-II of the RFP and Good Industry Practice, at any time during the
Concession Period; provided that (i) the procedures for testing and
certification of construction and completion thereof shall be as set forth
herein in respect of the Essential Facilities; (ii) the Optional Facilities shall
not be commissioned and commercial operations thereof shall not be
commenced prior to the COD/ commercial operations of the Essential
38
Facilities under the Project ; and (iii) since the construction, operation and
maintenance of the Optional Facilities is not mandatory, the
Concessionaire shall not be required to adhere to any implementation
schedule for the construction or completion thereof (optional facilities)
and hence would not be liable to pay any liquidated damages in respect
of delayed construction or non-construction of the optional facilities. The
Concessionaire’s decision not to/failure to construct, complete and
commission the Optional Facilities shall not constitute an Concessionaire
Event of Default here under.
(d) Subject to compliance with the provisions of this Agreement and the
Applicable Laws, the Concessionaire shall be entitled to undertake the
commercial development and use of the Project Facilities. For the
avoidance of doubt, the Concessionaire shall have no right and authority
to sub-let the Project Location to any Person, in full or part in any
manner, form, arrangement, device except as provided under this
Agreement.
Section 6.4 - Marketing of Advertisement Rights & Optional Facilities
(a) The Concessionaire shall be solely responsible for marketing of the

advertisement rights at the Project Facilities and letting out on rent of the
Optional Facilities. The Concessionaire shall be entitled to commence such
marketing at its cost and risk from the Compliance Date and to accept
advances, booking amounts and other considerations from such users(of the
Optional Facilities) from such date; provided that Concessioning Authority
shall not be liable in any manner whatsoever to any Person in this behalf and
the Concessionaire shall disclose the same to such Users.
(b) Advertisement taxes are exempted for the project under this tender during
the Concession period.
(c) The Concessionaire shall ensure that the advertising and marketing of the
advertisement rights at the Project Facilities and the letting out of the
Optional Facilities is carried out in a manner that is consistent with and not in
derogation of or conflict with any terms or provisions of this Agreement and
the Applicable Laws. The Concessionaire shall ensure that advertising at the
Project Facilities and letting out the Optional Facilities shall not, in any
manner, affect/harm the project facilities or hinder/restrict the pedestrians
from using the Project Facilities. The Concessionaire shall abide by the
provisions of the Development Controls, Specifications and Standards as set
forth at Volume II of the RFP. The Concessionaire shall comply with the
guidelines of Advertising Standards Council of India (ASCI) and other
guidelines/ legislations/ Government Orders/Municipal Acts/Bye-Laws etc.
relating to advertisement/ commercial publicity/ display of items etc. The
39
Concessionaire shall further ensure that the advertisement has no

objectionable and indecent portrays of people, products or any items. The
advertisements should not hurt the sentiments of any group or groups of the
society.
Section 6.5 – Operation and Maintenance of the Project
(a) Effective from the Project Completion Date and until the end of the
Concession Period, the Concessionaire shall undertake or cause at its cost and
risk the operation and maintenance of the Project/Project Facilities, including
the infrastructure, works, fire-fighting and other systems and the common
services and facilities, in accordance with the provisions of this Agreement,
provisions of the Development Controls, Specifications and Standards as set
forth at Volume II of the RFP; Good Industry Practice, Applicable Laws and
conditions of Applicable Permits, by itself or through Operation and
Maintenance (O&M) Contractor or through suitable management/service
contractors, without in any way relieving the Concessionaire of its
responsibilities, obligations and liabilities as set out in this Agreement;
provided that the O&M Contractors shall be appointed not less than 1 (one)
month before the Project Completion. Within 1 (One) week of the
appointment of such contractors the Concessionaire shall inform the
Concessioning Authority of their appointment. In case of O&M Contractor or
management/service contractors, the Concessionaire shall exercise
appropriate control over them and shall manage, direct, administer and
supervise their working so as to ensure compliance with the provisions of this
Agreement.
(b) Not later than forty five (45) days before the beginning of each Accounting
Year, the Concessionaire shall provide to TSIIC, its proposed programme of
preventive and other scheduled maintenance of the Project subject to the
Minimum Maintenance Requirements set forth in Volume II of the RFP
necessary to maintain the Project at all times in conformity with the
Specifications and Standards (the "Maintenance Programme"). Such
Maintenance Programme shall include but not be limited to the following:
(i) intervals and procedures for the carrying out of inspection of all
elements of the Project;
(ii) criteria to be adopted for deciding maintenance needs;
(iii) preventive maintenance schedule;
(iv) intervals at which the Concessionaire shall carry out periodic
maintenance; and
(v) intervals for major maintenance and the scope thereof.
(c) The Concessionaire shall make prompt payment of power bills on a monthly
basis or as raised by the Relevant Authority (TSCPDCL) at its own cost. In
40
case of non-payment of two subsequent power bills by the Concessionaire

and/ or non submission of payment receipt to TSIIC, the Concessionaire is
liable to pay penalty at the rate of 18% per annum on the due amount for the
period of delay. Further, the Concessioning Authority shall forfeit the
Operations Performance Security which is Rs.10,00,000/- (Rupees Ten Lakh
only), (part/ whole) for payment of pending bill and/ or the Bank Guarantee
submitted by the Concessionaire. In the event of forfeiture of the Operations
Performance Security, the Concessionaire shall resubmit the same within 15
days from the date of such notice from TSIIC. If the payment of six
consecutive bills is not done, it will be construed as event of default of the
Concessionaire as per clause 14.1 a (i) and appropriate action will be initiated
as per this Agreement.
(d) The Concessionaire shall make appropriate arrangements for security at the
Project Location and abide by the security regulations/procedures prescribed
by the Concessioning Authority or any Government Authority from time to
time. The Concessionaire may secure assistance of the police force for
maintaining security upon payment of routine charges for such services.
(e) The Concessionaire or the Persons claiming through or under it shall be free
to determine the Tariff at market driven rates in respect of the advertisement
rights at the project facilities and/or the letting out on rent of the Optional
Facilities and shall have the right to demand, collect, retain and appropriate
and revise the Tariff; provided that the same shall be in compliance with the
requirements, if any, under the Applicable Laws, terms of Applicable Permits
and Good Industry Practice.
(f) The Concessionaire may, effective from the Operations Date, grant on license
basis (i) the advertisement rights at the designated spaces at the Project
Facilities and (ii) let out the Optional Facilities for running the Optional
Facilities, provided that Concessionaire can let out the Optional Facilities for
any other purpose, other than the above mentioned with the prior written
consent of the Concessioning Authority, on mutually agreed market driven
terms and conditions (hereinafter the “Contractual Arrangements”) with
any Person of its choice (hereinafter the “Contractual Counter Parties”).
(g) The Concessionaire may determine, demand, collect, revise, retain and
appropriate the Tariff for such Contractual Arrangements at rates determined
by the Concessionaire;
(h) All Contractual Arrangements shall be subject to the following terms and
conditions:
(i) such Contractual Arrangements shall not contain any terms or

provisions inconsistent with or in derogation of any terms or provisions of
this Agreement;
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(ii) the terms and conditions of this Agreement are complied with and as
applicable form a part of such Contractual Arrangements and the
Contractual Counter Parties, if any, shall be bound by such terms and
conditions and be liable and accountable in respect thereof;
(iii) the duration of such Contractual Arrangements shall be limited to and

be co-terminus with this Agreement /not exceed the Concession Period
herein
(iv) such Contractual Arrangements shall come into effect and operation
only upon the Concessionaire achieving Project Completion in accordance
with the provisions of this Agreement unless otherwise authorised by the
Concessioning Authority in writing;
(vi) Each Contractual Arrangement shall include provisions to the effect

that in case of a conflict, direct or indirect, between the provision of this
Agreement on one hand and the Contractual Arrangement on the other
hand, the provisions of this Agreement, shall prevail and such Contractual
Arrangement shall stand modified to that extent;
(vii) The Concessionaire shall submit to the Concessioning Authority for its
information and records a notarised true copy of the
agreements/documents relating to the Contractual Arrangements within 15
(fifteen) days of the date of execution, modification or amendment thereof.
(i) The Concessioning Authority shall not be liable in any manner whatsoever to
any entity/Person in respect of any disputes relating to the Contractual
Arrangements between the Concessionaire and such entity or Person or
otherwise. The Concessionaire shall indemnify and keep indemnified the
Concessioning Authority, its employees, agents, representatives and
consultants from and against all costs, losses, damages, liabilities,
proceedings, litigation, penalties etc. in this behalf.
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ARTICLE 7 - PROJECT MONITORING
Section 7.1 - Independent Engineer/Consultant
(a) The Concessioning Authority shall appoint a consulting engineering

firm/company of engineers having the required experience in similar projects
to be the independent consultant under this Agreement (the “Independent
Engineer/Consultant”). Such appointment shall be made no later than
“7(seven) working days” from the Compliance Date and shall continue for a
period until issuance of Completion Certificate. The remuneration, cost and
expenses of the Independent Engineer/Consultant shall be borne entirely by
the Concessionaire.
For appointment of the Independent Engineer, the following process shall be

followed:
i. The Concessioning Authority shall provide a list of five firms to the
Concessionaire from which the Concessionaire will suggest three firms.
ii. The Concessioning Authority shall select and appoint one firm, from
amongst the three firms suggested by the Concessionaire, as the
Independent Engineer.
(b) The Independent Engineer/Consultant shall monitor the implementation of

the Project, conduct on behalf of the Concessioning Authority the periodic
verification of the progress and quality in the construction, issue the
Provisional and/or the Completion Certificate and discharge its duties and
functions substantially in accordance with the terms of reference set forth in
this Agreement. The Independent Engineer/Consultant shall submit periodic
reports (at least once in a week) in respect of its functions to the Parties in
the form and manner as mutually agreed and provide the Parties such
additional information as they may reasonably require from time to time to
fulfill their obligations hereunder.
(c) In addition to the Independent Engineer / Consultant, TSIIC shall also have
access to the Project Location, the Project Facilities and to all property,
documents, records etc. relating thereto for purpose of inspection,
monitoring, ensuring compliance with provisions of this agreement.
(d) The Independent Engineer/ Consultant shall have no authority to relieve the
Concessionaire of any of its obligations or responsibilities under this
Agreement. Any proposal, inspection, examination, testing, consent, approval
or similar act of or by the Independent Engineer/ Consultant (including
absence of disapproval) shall not relieve the Concessionaire from its
obligations and responsibilities hereunder.
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(e) In the event the Concessionaire has reason to believe that the Independent
Engineer/ Consultant is not discharging its duties and functions in a fair,
efficient or diligent manner, it may make a written representation to the
Concessioning Authority, supported with necessary documents and specific
instances of causes and grievances and seek termination of the appointment
of such consultant. Within 7 (seven) working days of the date of such
representation, the Concessioning Authority shall hold a tripartite meeting
with the Concessionaire and such Consultant for resolving the matter
amicably and giving a fair hearing to such consultant. In the event the matter
is not amicably resolved within 7 (seven) days of such meeting, the
appointment of the Independent Engineer/Consultant shall be forthwith
terminated; provided that prior to such termination the Concessioning
Authority shall have appointed another Independent Engineer/Consultant to
replace the existing one in accordance with the provision of Section 7.1 (a)
above. The replacement of the Independent Engineer/Consultant shall be
effected so as to maintain the continuity in supervision and monitoring of
construction of the Project by it.
Section 7.1A – Expert Committee
The Concessioning Authority and the Concessionaire shall appoint an ‘Expert

Committee’ consisting of the two representatives from both the parties, to be
Supervising Authority, for the Operation Period, under this Agreement. Such
appointment shall be made no later than “7 (seven) working days” from the date of
issuance of Completion Certificate and shall continue for a period until issuance of
Vesting Certificate.
Section 7.2 - Reporting and Inspection
The Concessionaire shall, in addition to the reporting requirements set forth

elsewhere in this Agreement, comply with the reporting requirements hereunder:
(a) Construction Period Reports
The Concessionaire shall provide to the Concessioning Authority and the

Independent Engineer/Consultant a weekly progress report during the Construction
Period, which shall contain the following information:
(1) Areas of concern or problem or bottlenecks, impact and corrective action

plans, revised resource planning, details. The critical path schedules shall
be updated and included as part of this report in order of priority.
(2) Actual progress made during that week against the construction
schedule including a description in reasonable detail of the work carried
out;
44
(3) Any matters which have come to light which are likely materially and
adversely to affect the construction of the Project;
(4) Any potential or actual deviations from the construction schedule,

provisions of the Development Controls and Technical Specifications as
set forth at Volume II of the RFP and Good Industry Practice or
otherwise confirmation that construction is proceeding in accordance
therewith;
(5) Details of any changes to the proposed date of completion of

construction and the reasons for such changes; and
(6) Written confirmation that all Applicable Permits then required are in full
force and effect including a list of such permits.
The Concessionaire shall, without any responsibility for the removal of the above
defects/ deficiencies, promptly carry out at its cost such further works as may be
necessary to remove the defects and deficiencies observed by the Concessioning
Authority/the Independent Engineer/Consultant and ensure construction of the
Project/Project Facilities is in all respects in accordance with the provisions of this
Agreement.
(b) Operation Period Reports
The Concessionaire shall provide to the Concessioning Authority and the Expert
Committee, a quarterly operation and maintenance progress report during the
Operation Period, which shall contain the following information:
a. Summary of operating and financial results for that quarter and

explanations of any major variation between actual and projected
results;
b. Maintenance Plan: A maintenance plan for the Project for the next
quarter and a report on maintenance carried out during the previous
quarter (including a commentary on any material deviation from
expected maintenance activities as set out in the maintenance plan);
c. Other Project and Financial Information
The Concessionaire, after becoming aware, will also provide the information; (i) with
respect to any Force Majeure Event affecting the Project; (ii) any actual, pending or
threatened material litigation, arbitration, claim or labour dispute relating to the
Project; and (iii) details of contravention of any Applicable Law or with the terms of
any Applicable Permit and any fines or penalties that have or may thereby be
incurred.
45
The Concessionaire shall also provide the Information with respect to any Material
Adverse Effect in the financial condition of the Concessionaire or the Project
promptly following such occurrence.
(c) Additional Information
The Concessionaire agrees to provide the Concessioning Authority and the

Independent Engineer/Consultant/Expert Committee such further information as any
of them may reasonably request in order for them to monitor the progress and
performance of the Project.
(d) Inspection
The Concessioning Authority, the relevant Government Authorities and the

Independent Engineer/Consultant, Expert Committee and their representatives shall
at all reasonable times and upon reasonable notice have access to the Project
Location, the Project/Project Facilities and the Works and all related designs,
documents, reports, records technology and workmanship to review progress of the
construction, operation and maintenance of the Project/Project Facilities and to
ascertain compliance with any of the requirements of this Agreement, and to check
the progress of the works or for performing statutory duties and the Concessionaire
shall provide the necessary cooperation and assistance to them in this behalf.
Provided that any failure on the part of the Concessioning Authority, the concerned
Government Authorities and the Independent Engineer/Consultant to inspect any
work, material, equipment and workmanship etc. shall not, in relation to such work
etc. (i) amount to any consent or approval of the Concessioning Authority nor shall
the same be deemed to be a waiver of any of the rights of the Concessioning
Authority under this Agreement; and (ii) release or discharge the Concessionaire
from its obligations or liabilities under this Agreement in respect of such work etc.
46
ARTICLE 8 - FINANCIAL COVENANTS
Section 8.1 - Financing for Project
(a) The Concessionaire agrees and undertakes to obtain financing for the design,
development, construction and operation and maintenance of the Project in
accordance with the provisions of this Agreement.
(b) The Concessionaire may assign its rights, title or interest or create a security
snterest in respect of its rights under this Agreement or any part thereof,
including right, title and interest under this Agreement, in and to the Project
Assets, and its right to receive Tariff (including a security interest on its rights,
title and interests to the advertisement rights to it and its right to receive
monies/advertisement charges, rental from Optional Facilities) in favour of
Lenders for securing the Financial Assistance provided or agreed to be provided
by the Lenders under the Financing Documents; provided that any such
assignment or security interest shall be consistent with the provisions hereof
and the lenders are made aware of the same.
(i) Provided that the Concessioning Authority shall be informed by the

Concessionaire as to the creation of any security interest in favour of the
Lenders , together with the Lenders particulars within a period of 1 (one)
week from the date such security interest comes into existence and
provide to the Concessioning Authority within such time notarized true
copies of documents/agreements relating thereto. Failure to do so shall
amount to an event of default on the part of the Concessionaire and any
consequential failure or inability on the part of the Concessioning Authority
to provide any notice or intimation to such Lender, in terms of the relevant
provisions of this Agreement, if any required, shall be at the risk and
responsibility of the Concessionaire only.
(ii) Provided further in the event of termination of this Agreement by efflux of

time or otherwise, such assignment/security interest shall stand
extinguished upon payment of compensation by the Concessioning
Authority to the Lenders, to the extent they are entitled to receive the
same in accordance with the provisions of this Agreement.
Section 8.2 - Payments to Concessioning Authority

(a) In consideration for the grant of the Concession, the Preferred
Bidder/Concessionaire shall have made the following payments before the
execution of this Agreement in the manner mentioned hereunder:
(i) Submission of the Construction Performance Security
(ii) Payment of the Project Development Fee
47
The payment referred above form the pre-condition to the execution of this
Agreement and this Agreement is not valid unless such payment is made to
Concessioning Authority.
(b) The Concessionaire shall make a payment of Rs. 6.00 Lakhs (Rupees Six
Lakhs only) Plus applicable taxes for the first year from the date of Concession
agreement towards License fee per annum.
(c) Further, there shall be an increment of 05% in the license fee every year over
the previous year {i.e., 02nd year license fee is Rs. 6,30,000/- (Rupees Six Lakhs
Thirty Thousand only) and 3rd year is Rs. 6,61,500/- (Rupees Six Lakhs Sixty
One Thousand Five Hundred only) and so on till the end of the Concession
period quoted by the Bidder in its Commercial Bid}.
(d) This License fee shall be paid on quarterly basis to the TSIIC Limited in advance
in the beginning of the quarter (within 7 days from the beginning of the every
quarter in the financial year)
Section 8.3 - Advertisement Tariffs, Rentals, and License Fee from Project
Facilities
Effective from COD and during the Operations Period, the Concessionaire
shall be entitled to fix at rates fixed/structured at the discretion of the
Concessionaire from time to time, determine, revise, charge, demand,
collect, recover, retain and appropriate the Tariff at market driven rates
for the advertisement rights at the Project Facilities and rental’s in respect
of the Optional Facilities that are provided, arranged or procured by the
Concessionaire by itself or under or pursuant to Contractual
Arrangements. Provided that the Concessionaire shall be in compliance
with the requirements of the Applicable Laws, terms of Applicable
Permits, statutory or mandatory requirements of Government Authorities,
if any, and Good Industry Practice in this behalf. This includes the rentals
from Bicycles and Licenses Fee from Commercial Facilities within Project
Amenities Centre and Advertisement Tariffs.
Section 8.4 - Audit and Account
(a) The Concessionaire shall appoint, as its statutory auditors, a reputed firm of
chartered accountants duly authorised to practice in India. All fees and
expenses of the statutory auditors shall be borne by the Concessionaire. All
financial claims or documents provided by the Concessionaire to the
Concessioning Authority relating to receipts, income, payments, costs,
expenses, accounts or audit, and any matter incidental thereto, in connection
with the Project shall be valid and effective only if certified by the
Concessionaire’s statutory auditors.
48
(b) The Concessionaire shall, during the subsistence of this Agreement, prepare
and maintain its books of accounts in accordance with standard accounting
practices and statutory requirements under the Indian laws. The
Concessionaire shall provide the Concessioning Authority 2 (two) copies of its
audited balance sheet and profit and loss account along with a report thereon
by its statutory auditors, within 120 (one hundred and twenty) days of the
close of the Accounting Year to which they pertain.
(c) The Concessionaire shall establish and maintain a daily and monthly reporting
system to provide storage and ready retrieval of data related to the
construction and operation of the Project, including all such information which
is necessary to verify costs and expenses incurred or revenues earned and to
confirm the amount of Gross Revenue and to confirm that the Concessionaire is
in compliance with its obligations under this Agreement. The Concessionaire
shall provide copies of such reports to the Concessioning Authority within 5
(five) days of the end of each month.
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ARTICLE 9 - PERFORMANCE SECURITY
Section 9.1 - Performance Security
(a) For securing the performance of the obligations of the Concessionaire/

Preferred Bidder, during the Construction Period, under the RFP and this
Agreement, the Preferred Bidder has along with the execution of this
Agreement, delivered to the Concessioning Authority (within 30 days of issue of
LoI) a Construction Performance Security (Appendix IV) for a sum of Rs.
50,00,000/- (Rupees Fifty Lakhs Only) (as mentioned in Section I of the RFP),
drawn from a Nationalized bank/ Scheduled Bank(excluding Cooperative
Banks), and payable and enforceable in Hyderabad, Telangana (the
“Construction Performance Security”). The Construction Performance
Security shall be valid for minimum of twelve (12) months from its issue date
(after issue of LoI) and may be extendable if required. For avoidance of any
doubt it is clarified that the said Construction Performance Security shall be for
securing the performance of the Concessionaire/Preferred Bidder as referred
above, in respect of the entire Project including the construction of all essential
facilities allotted under this Agreement. This Construction Performance Security
shall be returned by the Concessioning Authority to the Concessionaire/
Preferred Bidder within one week of issuance of the Completion Certificate by
Independent Engineer, provided the same has been replaced by the Operations
Performance Security.
(b) For securing the due and punctual performance of obligations of the
Concessionaire, during the Operations Period under the RFP and this
Agreement, the Preferred Bidder /Concessionaire shall deliver to the
Concessioning Authority, a Operations Performance Security of Rs. 10,00,000/-
( Rupees Ten Lakh only) (as mentioned in the RFP) favouring the
Concessioning Authority from a Nationalised/ Scheduled Bank (excluding
Cooperative Banks), acceptable to the Concessioning Authority and enforceable
and payable in Hyderabad, Telangana (the “Operations Performance
Security”) and valid from the Commercial Operation Date. The Operation
Performance Security shall be valid for three years and a fresh performance
security shall be submitted every three years, atleast fifteen days prior to the
expiry of the performance security in force, without any notice from TSIIC till
the end of Concession Period and until the date of issue of the Vesting
Certificate. In case of non submission of fresh Operations Performance Security
as above, TSIIC shall forfeit the Operations Performance Security in force
without notice. For avoidance of any doubt it is clarified that the said Operation
Performance Security shall be for securing the performance of the
Concessionaire/Preferred Bidder, during the Operation Period, in respect of the
entire Project including the operation of the essential facilities allotted under
this Agreement.
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(c) The Preferred Bidder /Concessionaire shall keep the Construction and
Operations Performance Security valid at all times during the stipulated period.
Section 9.2 - Appropriation of Performance Security
(a) In the event of the Concessionaire being in default of the due, faithful and
punctual performance of its obligations under the RFP, the LOI, and this
Agreement during the Construction Period or during the Operations Period and
until the date of issue of the Vesting Certificate, as the case may be, or owning
any sums whatsoever to Concessioning Authority under this Agreement or in
the event of there being any claims or demands whatsoever whether liquidated
or which may at any time be made or have been made on behalf of the
Concessioning Authority for or against the Concessionaire under this
Agreement or against the Concessioning Authority in respect of this Agreement,
the Concessioning Authority shall, without prejudice to its other rights and
remedies hereunder or in law, be entitled to call in, encash and appropriate the
relevant or delinquent amounts from the Performance Securities as damages
for such default, dues, demands or claims.
(b) The decision of the Concessioning Authority as to any breach/delay having

been committed, liability accrued or loss or damage caused or suffered shall be
conclusive, absolute and binding on the Concessionaire. The Concessionaire
specifically confirms and agrees that no proof of any amount of liability accrued
or loss or damages caused or suffered by the Concessioning Authority under
this Agreement is required to be provided in connection with any demand made
by the Concessioning Authority to recover such compensation through
encashment of the Performance Security under this Agreement and that no
document or any action shall be required other than the Concessioning
Authority’s written demand as aforesaid.
(c) In the event of encashment of the Performance Security by the Concessioning

Authority, in full or part, the Concessionaire shall within 30 (thirty) days of
receipt of the encashment notice from the Concessioning Authority provide a
fresh Performance Security or replenish the existing Performance Security, as
the case may be. The provisions of this Article 9 shall apply mutatis mutandis
to such fresh Performance Security. The Concessionaire’s failure to comply with
this provision shall constitute an Concessionaire Event of Default which shall
entitle the Concessioning Authority to terminate this Agreement in accordance
with the provisions of Article 15 hereof.
Section 9.3 - Release of Performance Security
(a) Subject to the provisions hereof, the Concessioning Authority shall return the
Construction Performance Security to the Concessionaire within one week from
the issuance of Completion certificate by Independent Engineer, provided that
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there are no outstanding claims of the Concessioning Authority on the

Concessionaire.
(b) Subject to the provisions hereof, the Concessioning Authority shall return the
Operations Performance Security, to the Concessionaire within two weeks from
the issuance of Vesting Certificate by the Expert Committee.
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ARTICLE 10 - INSURANCE
Section 10.1 - Insurance Cover
The Concessionaire shall maintain or cause to be maintained, at its own expense,

insurance on commercially reasonable terms and reasonably required to be
maintained, consistent with similar facilities of the size and type of the Project and
as may be required by the Lenders including but not limited to the insurance policies
covering the following (the “Insurance Cover”):
(a) During Construction Period
(i) Construction/builders’/contractors’ all risk insurance;
(ii) Erection all risk policy
(iii) Comprehensive third party liability insurance including injury or death to

personnel of the Concessioning Authority and others who may enter the
Project Location;
(iv) Workmen’s compensation insurance;
(b) During Operations Period
(i) Loss, damage or destruction of the Project Facilities/Project at replacement

value or full market value (including fire, burglary, standard and special
peril);
(ii) The Concessionaire’s general liability arising out of the Concession;
(iii) Liability to third parties
Apart from the above Concessionaire shall take any other insurance that may be
necessary to protect the Concessionaire and its employees and its assets, including
all Force Majeure Events that are insurable and not otherwise covered in items (a) to
(b) above.
Section 10.2 - Evidence of Insurance
The Concessionaire shall, from time to time, furnish to the Concessioning Authority
copies of all insurance policies and evidence of payment of premium in respect of
the Insurance Covers. In the event the Concessionaire does not maintain any
Insurance Cover pursuant hereto, the Concessioning Authority may, at its option,
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effect such insurance and the Concessionaire shall reimburse all the costs and
expenses incurred in this behalf by the Concessioning Authoritys within 15 (fifteen)
days of receipt of the Concessioning Authority’s claim in respect thereof
Section 10.3 - Application of Insurance Proceeds

The Concessionaire shall apply insurance proceeds for the repair, renovation,
restoration or re-instatement of the Project or any part thereof, which may have
been damaged or destroyed.
Section 10.4 - Validity of the Insurance Cover

The Concessionaire shall pay the premium payable on such insurance policy(ies) so
as to keep the policy(ies) in force and valid throughout the Concession Period and
furnish certified true copies of the same to the Concessioning Authority. Each
insurance policy shall provide that the same shall not be cancelled or terminated
unless 10 days’ clear notice of cancellation is provided to Concessioning Authority in
writing. If at any time the Concessionaire fails to purchase and maintain in full force
and effect any and all of the insurances required under this Agreement, the
Concessioning Authority may at its option purchase and maintain such insurance and
all sums incurred by the Concessioning Authority therefore shall be reimbursed by
the Concessionaire forthwith on demand, failing which the same shall be recovered
by the Concessioning Authority by exercising right of set off or otherwise.
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ARTICLE 11 - REPRESENTATIONS AND WARRANTIES
Section 11.1 - Mutual Representations and Warranties
Each Party represents and warrants to the other Party that:
(a) it is duly organised, validly existing and in good standing under the laws of
India;
(b) it has full power and authority to execute, deliver and perform its
obligations under this Agreement and to carry out the transactions
contemplated hereby;
(c) it has taken all necessary corporate and other actions under the Applicable
Laws for the execution, delivery and performance of this Agreement and to
carry out the transactions contemplated hereby;
(d) this Agreement constitutes its legal, valid and binding obligation, fully
enforceable against it in accordance with the terms hereof;
(e) It has the financial standing and capacity to undertake the Project;
(f) It shall have an obligation to disclose to the other Party as and when any of
its representations and warranties ceases to be true and valid.
Section 11.2 - Further Representations and Warranties of Preferred Bidder/

Concessionaire
In addition, the Concessionaire represents and warrants to the Concessioning

Authority that:
(a) The execution, delivery and performance of this Agreement and all
instruments or agreements required hereunder do not conflict with any
agreement or instrument to which the Concessionaire is a party, including
without limitation, its articles and memorandum of association or by which
it is or may be bound or any Applicable Laws or any covenant, agreement,
understanding, decree or order, injunction, award to which it is a party or
by which it or any of its properties or assets is bound or affected;
(b) There are no actions, suits, proceedings, or investigations pending or, to

the Concessionaire's knowledge, threatened against it at law or in equity
before any court or before any other judicial, quasi judicial or other
authority, the outcome of which may result in the breach of or constitute a
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default of the Concessionaire under this Agreement or which individually

or in the aggregate may result in any Material Adverse Effect;
(c) It has no knowledge of any violation or default with respect to any order,
writ, injunction or decree of any court or any legally binding order of any
government instrumentality which may result in Material Adverse Effect on
its ability to perform its obligation under this Agreement and no fact or
circumstances exists which may give rise to such proceedings that would
adversely affect the performance of its obligations under this Agreement.
(d) It has complied with all Applicable Laws and has not been subject to any
fines, penalties, injunctive relief or any other civil or criminal liabilities,
which individually or in the aggregate have or may have Material Adverse
Effect;
(e) No representation or warranty by the Preferred Bidder /Concessionaire

contained herein or in any other document furnished by it to the
Concessioning Authority or to any Government Authority in relation to
Applicable Permits or otherwise contains or will contain any untrue
statement of material fact or omits or will omit to state a material fact
necessary to make such representation or warranty not misleading;
(f) Provided that whenever any pending or potential matter, including the
matters listed in the sub-sections above, comes to the knowledge of the
Preferred Bidder /Concessionaire, during the Concession Period, the
outcome of which may result in the breach of or constitute a default of the
Concessionaire under this Agreement or which individually or in the
aggregate may result in any Material Adverse Effect or impairment of the
Concessionaire’s ability to perform its obligations and duties under this
Agreement, the Concessionaire shall immediately intimate the same to the
Concessioning Authority;
(g) In submitting its bid the Preferred Bidder/Concessionaire has complied

with all the Applicable Laws and it is and has not been subject to any
fines, penalties, injunctive relief or any other civil or criminal proceedings
or liabilities which individually or in the aggregate have or may have
Material Adverse Effect on its financial condition or its ability to implement
the Project.
(h) All rights and interests of the Concessionaire in the Project, the Project
Facilities and Project Assets shall pass to and vest in the Concessioning
Authority or its nominated agency on the Transfer Date free and clear of
all liens, claims, and Encumbrances, without any further act or deed on
the part of the Preferred Bidder/Concessionaire or the Concessioning
Authority and that none of Project Assets including materials, supplies or
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equipment forming part thereof shall be acquired by the Concessionaire

subject to any agreement under which a security interest or other lien or
Encumbrance is retained by any Person save and except as expressly
provided in this Agreement;
(i) All information provided by the Preferred Bidder in response to the RFP or
otherwise, is to the best of knowledge and belief, true in all material
respects;
(j) No sums, in cash or kind, have been paid or will be paid by or on behalf of
the Preferred Bidder /Concessionaire, to any Person by way of commission
or otherwise for securing the Concession execution of this Agreement or
for influencing or attempting to influence any officer or employee of the
Concessioning Authority and
(k) The Preferred Bidder is duly authorized through a valid Power of Attorney
by (Name of the Consortium/Members) to execute this Agreement on their
behalf.
In the event that any occurrence or circumstances comes to the attention of either
Party that renders any of its aforesaid representations or warranties untrue and
incorrect, such Party shall immediately notify the other Party of the same. Such
notification shall not have the effect of remedying any breach of the representation
or warranty that has been found to be untrue or incorrect nor shall it adversely
affect or waive any right, remedy, or obligation of either party under this Agreement.
Section 11.3 - Waiver of Sovereign Immunity
Each Party hereto unconditionally and irrevocably agrees that the execution,
delivery and performance by it of this Agreement and all other agreements,
contracts, documents and writings relating to this Agreement constitute private and
commercial acts and not public or governmental acts and that it is subject to the civil
and commercial laws of India with respect to this Agreement;
Section 11.4 - Disclaimer
(a) Without prejudice to any express provision contained in this Agreement, the
Preferred Bidder/Concessionaire acknowledges that prior to the execution of
this Agreement, the Preferred Bidder/Concessionaire has after a complete
and careful examination made an independent evaluation of the Project, the
legal and contractual framework, the Applicable Laws and Applicable
Permits and the technical and financial aspects of the Project, Provisions of
the RFP, the Specifications and Standards therein, the Project Location and
the suitability of its condition, soil and location for implementation of the
Project, the availability of goods, materials and things needed for
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implementing Project, all the information and documents provided by the

Concessioning Authority, its consultants or any Government Authority, the
market and demand conditions, information relating to users and the cost,
risks, consequences and liabilities involved in implementing the Project, and
has determined to the Preferred Bidder’s/Concessionaire's complete
satisfaction the nature and extent of such difficulties, risks and hazards as
are likely to arise or may be faced by the Concessionaire in the course of
performance of its obligations hereunder. It has also carried out a title
search, including without limitation the title, ownership, possession, land
acquisition etc. in respect of the Project Location.
(b) The Preferred Bidder /Concessionaire further acknowledges and hereby

accepts the risk of inadequacy, mistake or error in or relating to any of the
matters set forth in sub-clause (a) above and hereby confirms that the
Concessioning Authority, its consultants or any Government Authority shall
not be liable for the same in any manner whatsoever to the Preferred
Bidder/ Concessionaire or Persons claiming through or under the Preferred
Bidder/Concessionaire.
(c) The Preferred Bidder /Concessionaire agree that any mistake or error in or
relating to any of the matters set forth in Clause 11.4 (a) above shall not
vitiate this Agreement or render it voidable.
(d) The Preferred Bidder /Concessionaire accepts that it is solely responsible

for the verification of any design, data, documents or information provided
to the Concessionaire by the Concessioning Authority, its consultants or any
Government Authority and that it shall accept and act thereon at its own
cost and risk.
(e) The Preferred Bidder /Concessionaire is entering into this Agreement on

the basis of its satisfaction based on the due diligence audit undertaken by
it.
(f) Except as otherwise provided in this Agreement, all risks relating to the
Project shall be borne by the Concessionaire and the Concessioning
Authority shall not be liable in any manner for such risks or the
consequence thereof.
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ARTICLE 12- LIABILITY AND INDEMNIFICATION
Section 12.1 - Liability of Concessionaire
Notwithstanding anything to the contrary contained in this Agreement,
(a) in addition to the Concessionaire’s liability and obligations and the

Concessioning Authority’s remedies provided elsewhere in this Agreement,
the Concessionaire shall be solely responsible for any loss of or damage to
the Project/Project Facilities and the Project Assets, damage to
environment, death or injury to Person, and any other liabilities, damages,
losses and reasonable cost and expenses (including legal costs) suffered by
the Concessioning Authority:
(i) during the Concession Period resulting from any negligent act or omission of
the Concessionaire, the Contractors, the Contractual Counter Parties or any
other Person and their respective employees, agents, contractors and
representatives.
(ii) in connection with, arising out of, or resulting from any breach of warranty,
material misrepresentation by the Concessionaire, Contractor or Contractual
Counter Parties, or non-performance of any term, condition, covenant or
obligation to be performed by the Concessionaire, Contractor or Contractual
Counter Parties under this Agreement and the Transaction Documents.
(b) The Concessionaire shall also be liable for any loss or damage which occurs
as a result of any act, event, omission, negligence or default (including
property circumstances, quality of materials used, workmanship, structural,
design or other defects, latent or patent, non-compliance with development
control regulations, building bye laws as may be applicable, other Applicable
Laws, regulatory requirements of Government Authorities, Specifications
and Standards or any other matter) for which the Concessionaire is liable or
which is attributable to the Concessionaire and, in turn, the Persons
claiming through or under the Concessionaire.
Section 12.2 - Indemnification
(a) Without prejudice to and in addition to the indemnification provisions

elsewhere in this Agreement, the Concessionaire agrees to indemnify and
hold harmless the Concessioning Authority and its officers, employees,
agents, trustees and consultants (each a “Concessioning Authority
Indemnified Party”) promptly upon demand at any time and from time to
time, from and against any and all losses, claims, demands, damages,
liabilities, costs, penalties, litigation, proceedings (including reasonable
59
attorneys' fees and disbursements) and expenses of any nature whatsoever

(collectively, “Losses”) to which the Concessioning Authority Indemnified
Party may become subject, insofar as such Losses arise out of, in any way
relate to, or result from (i) any mis-statement or any breach of any
representation or warranty made by Concessionaire or (ii) the failure by
Concessionaire to fulfill any agreement, covenant or condition contained in
this Agreement, including without limitation the breach of any terms and
conditions of this Agreement by any employee or agent of the
Concessionaire Person claiming through or under the Concessionaire or (iii)
any claim or proceeding by any Third Party against the Concessioning
Authority arising out of any act, deed or thing done or omitted to be done
by Concessionaire or (iv) as a result of failure on the part of the
Concessionaire to perform any of its obligations under this Agreement or on
the Concessionaire committing breach of any of the terms and conditions of
this Agreement or (v) on the failure of the Concessionaire to perform any of
its statutory duties and/or obligations or as a consequence of any notice,
action, suit or proceedings, given, initiated, filed or commenced by any user
of the Project Facilities or the Concessionaire’s Contactors or employees or
any Third Party or Government Authority or (vi) as a result of any failure or
negligence or default of the Concessionaire or its Contractor, sub-
contractor, or employees, servants, agents of such Contractor and/or sub-
contractor and/or invitees as the case may be, in connection with or arising
out of this Agreement and/or arising out of or, in connection with the
Concessionaire’s use and occupation of Project Location and/or
construction, operation and maintenance of the Project.
For the avoidance of doubt, indemnification of Losses pursuant to this

Article 12 shall be made in an amount or amounts sufficient to restore each
Concessioning Authority Indemnified Party to the financial position it would
have been in had the Losses not occurred.
(b) Without limiting the generality of sub-section (a) of this Section 12.2,
(i) the Concessionaire shall fully indemnify and defend the Concessioning
Authority Indemnified Party from and against any and all Losses arising
out of or with respect to (1) failure of the Concessionaire and the
Persons claiming through or under the Concessionaire to comply with
Applicable Laws and Applicable Permits, (2) payments of Taxes relating
to the Concessionaire and the Persons claiming through or under the
Concessionaire, including contractors, suppliers and representatives,
including the income or other taxes required to be paid by the
Concessionaire/such Persons without reimbursement hereunder, or (3)
non-payment of amounts due as a result of materials or services
rendered/ provided to the Concessionaire or any Person claiming
through or under the Concessionaire, which are payable by the
Concessionaire or such Person.
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(ii) the Concessionaire shall further indemnify, defend and hold harmless
the Concessioning Authority Indemnified Party from any and all Third
Party claims for loss of or physical damage to property or for death or
injury and against all Losses for personal injury and for damage to or
loss of any property arising out of or in any way connected with the
Concessionaire’s performance of this Agreement or arising out of any
act or omission of the Concessionaire, and in turn of the Persons
claiming through or under the Concessionaire.
(c) Any payment made under this Agreement pursuant to an indemnity or claim
for breach of any provision of this Agreement shall be net of applicable
Taxes.
Section 12.3 - Indirect or Consequential Losses
Notwithstanding anything to the contrary contained in this Agreement, in no

event shall any Party, its officers, employees or agents be liable to the other
Party for any matter arising out of or in connection with this Agreement in
respect of any indirect or consequential loss, including loss of profit,
suffered by such other Party.
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ARTICLE 13 - FORCE MAJEURE
Section 13.1 - Force Majeure Event
As used in this Agreement, the expression “Force Majeure” or “Force Majeure

Event” shall mean any event or circumstance or a combination of events and
circumstances set out hereunder or the consequence thereof which affect or prevent
the Party claiming force majeure (“Affected Party”) from performing its obligations
in whole or in part under this Agreement and which event or circumstance (i) is
beyond the reasonable control and not arising out of the fault of the Affected Party,
(ii) the Affected Party has been unable to overcome such event or circumstance by
the exercise of due diligence and reasonable efforts, skill and care, and (iii) has a
Material Adverse Effect.
(a) Non Political Force Majeure Events:
Non Political force majeure events shall mean one or more of the following
acts or events:
(i) Acts of God or events beyond the reasonable control of the Affected Party
which could not reasonably have been expected to occur, storm, cyclone,
hurricane, flood, landslide, lightning, earthquakes, volcanic eruption or fire
(to the extent originating from a source external to the Project),
exceptionally adverse weather conditions affecting the construction or
operation of the Project;
(ii) Radio active contamination, ionizing radiation;
(iii) Epidemic, famine;
(iv) An act of war (whether declared or undeclared), invasion, armed conflict or

act of foreign enemy, blockade, embargo, revolution, riot, rebellion,
insurrection, terrorist or military action, nuclear blast / explosion, politically
motivated sabotage or civil commotion;
(v) Any judgment or order of any court of competent jurisdiction or statutory

authority in India made against the Concessionaire in any proceedings
(which are non collusive and duly prosecuted by the Concessionaire) for
reasons other than failure of the Concessionaire or of any Person claiming
through or under it to comply with any Applicable Law or Applicable Permits
or on account of breach thereof, or of any contract, or enforcement of this
Agreement or exercise of any of its rights under this Agreement by the
Concessioning Authority; or
(vi) Any event or circumstances of a nature analogous to any of the foregoing.
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(b) Political Force Majeure Events:
Political force majeure events shall mean one or more of the following acts
or events by or on account of GoI, GoT or any other governmental agency:
(i) Change in law/policies of the Government;
(ii) Expropriation or compulsory acquisition by any governmental agency of any

project assets or the rights of the Concessionaire or of the contractors; and
(iii) Unlawful or unauthorized or without jurisdiction revocation of, refusal to

renew or grant without valid cause any consent or approval required by the
Concessionaire or any of the contractors to perform their respective
obligations under the project agreements. Provide that such delay,
modification, denial, refusal or revocation did not result from the
Concessionaire or any contractors inability or failure to comply with any
condition relating to grant, maintenance or renewal of such consents or
permits.
Section 13.2 – Notice of Force Majeure Events
(a) The Affected Party shall give notice to the other Party in writing of the
occurrence of any of the Force Majeure Event (“the Notice”) as soon as the
same arises or as soon as reasonably practicable and in any event within 7
(seven) days after the Affected Party knew, or ought reasonably to have
known, of its occurrence and the adverse effect it has or is likely to have on
the performance of its obligations under this Agreement.
(b) So long as the Affected Party continues to claim to be affected by a Force

Majeure Event, it shall provide the other Party with periodic
(fortnightly/monthly) written reports containing the information giving the
status and steps taken or proposes to be taken by it, to alleviate the impact
of the Force Majeure Event or to mitigate the damage due to Force and
such other information as the other Party may reasonably request.
Section 13.3 - Period of Force Majeure
Period of Force Majeure shall mean the period from the time of occurrence specified
in the notice given by the Affected Party in respect of the Force Majeure Event until
the earlier of:
(a) expiry of the period during which the Affected Party is excused from
performance of its obligations in accordance with Section 13.4; or
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(b) termination of this Agreement pursuant to Section 13.6 hereof
Section 13.4 - Performance Excused
The Affected Party, to the extent rendered unable to perform its obligations or part
thereof under this Agreement as a consequence of the Force Majeure Event shall be
excused from performance of the obligations provided that the excuse from
performance shall be of no greater scope and of no longer duration than is
reasonably warranted by the Force Majeure Event. Provided further, nothing
contained herein shall absolve the Affected Party from any payment obligations
accrued prior to the occurrence of the underlying Force Majeure Event.
Section 13.5 - Costs, Revised Timetable
(a) Costs
Each Party shall bear its costs, if any, incurred as a consequence of the
Force Majeure Event.
(b) Extension of Time/ Period
The Affected Party shall be granted by the other Party, extension of time
specified in this Agreement for the performance of any obligation by such
period not exceeding the period during which the relative performance was
affected by the Force Majeure Event. Such extension may include extension
of the Concession Period by the Concessioning Authority in appropriate
cases.
Section 13.6 - Termination Due to Force Majeure Event
If the Period of Force Majeure continues or is in the reasonable judgment of the

Parties is likely to continue beyond a period of 120 days, the Parties may mutually
decide to terminate this Agreement or continue this Agreement on mutually agreed
revised terms. If the Parties are unable to reach an agreement in this regard, the
Affected Party shall after the expiry of the said period of 120 days, be entitled to
terminate the Agreement in which event, the provisions of Article 15 shall, to the
extent expressly made applicable, apply.
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ARTICLE 14 - EVENTS OF DEFAULT
Section 14.1 - Events of Default
Event of Default means the “Concessionaire Event of Default” or the “Concessioning

Authority Event of Default” or both as the context may admit or require.
(a) Concessionaire Event of Default
The Concessionaire Event of Default means any of the following events

unless such an event has occurred as a consequence of the Concessioning
Authority’s Event of Default or a Force Majeure Event:
(i) the Concessionaire’s repudiation or failure to perform or discharge any of

its obligations in accordance with the provisions of this Agreement
(ii) the Concessionaire’s failure to perform or discharge any of its obligations

under any other Transaction Documents, which has or is likely to have a
Material Adverse Effect.
(iii) any representation made or warranties given by the Concessionaire under

this Agreement is found to be false or misleading or incorrect.
(iv) the Concessionaire passing a resolution for voluntary winding up.
(v) appointment of a provisional liquidator, administrator, trustee or receiver

of the whole or substantially whole of the undertaking of the
Concessionaire by a court of competent jurisdiction in proceedings for
winding up or any other legal proceedings.
(vi) levy of an execution or destraint on the Concessionaire’s Assets which has

or is likely to have Material Adverse Effect and such execution or destraint
remaining in force for a period exceeding 30 days or any authority,
regulatory body , court , tribunal or judicial authority passing or issuing
any order or direction against the Concessionaire which would have an or
likely to have an Material Adverse Effect on the project or the ability of
the Concessionaire to comply with or discharge the obligations and
responsibilities under this Agreement. .
(vii) amalgamation of the Concessionaire with any other company or

reconstruction or transfer of the whole or part of the Concessionaire’s
undertaking (other than transfer of assets in the ordinary course of
business) without the Concessioning Authority’s prior written approval,
provided, if the amalgamated entity, reconstructed entity or the
transferee as the case may be, has the financial and technical ability
65
demonstrated to the satisfaction of the Concessioning Authority, to

undertake, perform/discharge the obligations of the Concessionaire under
this Agreement, necessary approval shall be granted by the Concessioning
Authority.
(viii) the Concessionaire engaging or knowingly allowing any of its employees,

agents, Contractor or representative to engage in any activity prohibited
by law or which constitutes a breach of or an offence under any law, in
the course of any activity undertaken pursuant to this Agreement.
(ix) the Concessionaire repudiates this Agreement or otherwise takes any

action or evinces or conveys an intention not to be bound by this
Agreement.
(x) the Concessionaire has delayed payment, if any, that has fallen due under
this Agreement beyond the specified period or if not so specified beyond
60 (sixty) days.
(xii) the Concessionaire is adjudged bankrupt or insolvent
(xiii) the whole of Essential Facilities or any part of the Essential Facilities
remains closed / un-operational for a aggregate period exceeding “fifteen”
days in a year (except for reasons on account of force majeure or
Concessioning Authoritys event of default).
(xiv) the Concessionaire committing any breach or non compliance of any of

the terms and conditions of the financing document executed between
the Concessionaire and if all or any of the Lender have recalled their
outstanding Dues and in pursuance thereto have initiated the exercise of
their right to enforce the security interest created in their favor under the
financing documents, as permitted by this agreement, on the project
assets and / or the rights and interest under this agreement.
(xv) The Concessionaire does not achieve the latest Project Milestone due in
accordance with the Project Implementation Schedule and continues to be
in a default for within 20 (twenty) days.
(xvi) Failure to maintain Insurance according to the provisions of this

Agreement.
(xvii) Failure to provide, maintain and or replenish the relevant Performance

Security to its full amount on encashment, in accordance with the
requirements of this Agreement.
(xviii) If the Concessionaire shall enter into any arrangement or composition for
the benefit of its creditors.
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(xix) If the Concessionaire fails to redress the complaints lodged by the public /
observed by the Authority during its inspection within 7 days time.
such events as have been specified as Concessionaire Events of Default under

the provisions of this Agreement.
(b) Concessioning Authority Event of Default
(i) The Concessioning Authority’s repudiation or failure to perform or discharge

any of its obligations in accordance with the provisions of this Agreement
that has a Material Adverse Effect unless such failure has occurred as a
consequence of an Concessionaire Event of Default or a Force Majeure
Event;
(ii) any representation made or warranties given by the Concessioning

Authority under this Agreement is found to be false or misleading;
(iii) expropriation or compulsory acquisition by any Government Authority of the

Project/Project Facilities or part thereof or any material assets or rights of
the Concessionaire; provided the same has not resulted from an act or
default of the Concessionaire;
(iv) any defect in the Concessioning Authority’s title, ownership and possession
of the Project Location/site.
Section 14.2 - Parties Rights
(a) Upon the occurrence of the Concessionaire Event of Default, the

Concessioning Authority shall without prejudice to any other rights and
remedies available to it under this Agreement be entitled to terminate this
Agreement.
(b) Upon the occurrence of the Concessioning Authority Event of Default, the
Concessionaire shall without prejudice to any other rights and remedies
available to it under this Agreement be entitled to terminate this
Agreement:
Provided that before proceeding to terminate this Agreement, the Party entitled to
do so shall (i) in terms of Section 14.3 provide an opportunity to the other party to
state its position and give explanation in the matter, (ii) give due consideration and
shall have due regard to the nature of the underlying Event of Default, its implication
on the performance of the respective obligations of Parties under this Agreement
and the circumstances in which the same has occurred.
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Section 14.3 - Consultation Notice
Either Party exercising its right under Section 14.2, shall issue to the other Party a
notice in writing specifying in reasonable detail the underlying Event of Default and
proposing consultation amongst the Parties and the Lenders to consider possible
measures of curing or otherwise dealing with the underlying Event of Default (the
“Consultation Notice”).
Section 14.4 - Remedial Process

Following the issue of Consultation Notice by either Party, within a period not
exceeding 45 days for the Event of Default during the Construction Period and with
7 (seven) days for the event of default during the Operation Period or such extended
period as they may agree (the “Remedial Period”) the Parties shall, in consultation
with the Lenders, endeavor to arrive at an agreement as to the manner of rectifying
or remedying the underlying Event of Default. Without prejudice to this, if the
underlying event is an Concessionaire Event of Default, the Parties shall in
consultation with the Lenders endeavor to arrive at an agreement as to one or more
of the following measures and/or such other measures as may be considered
appropriate by them in the attendant circumstances;
(a) the change of management or control/ownership of the Concessionaire;
(b) the replacement of the Concessionaire by a new Concessionaire

(“Substitute Entity”) on terms no less favorable than those contained in
this Agreement, proposed by either of them or the Lenders and the specific
terms and conditions of such replacement which shall include:
(i) the criteria for selection of the Substitute Entity,
(ii) the transfer of rights and obligations of the Concessionaire surviving
under this Agreement to the Substitute Entity,
(iii) handing over/ transfer of the Project Assets and the Project to the
Substitute Entity,
(iv) assumption by the Substitute Entity of the outstanding obligations
of the Concessionaire under the Financing Documents and
preserving Lenders’ charge on the Concessionaire’s assets,
(v) assumption by Substitute Entity of any amounts due to the
Concessioning Authority from the Concessionaire under this
Agreement.
Section 14.5 - Obligations during Remedial Period

During the Remedial Period, the Parties shall continue to perform their respective
obligations under this Agreement which can be performed, failing which the Party in
breach shall compensate the other Party for any loss or damage occasioned or
suffered on account of the underlying failure/breach.
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Section 14.6 - Revocation of Consultation Notice

If during the Remedial Period the underlying Event of Default is cured or waived or
the Parties and the Lenders agree upon any of the measures set out in Section 14.4,
the Consultation Notice shall be withdrawn by the Party who has issued the same.
Section 14.7 - Termination Due to Events of Default

If before the expiry of the Remedial Period, the underlying Event of Default is
neither cured nor waived nor the Parties and the Lenders have agreed upon any of
the measures in accordance with Section 14.4, the Party who has issued the
Consultation Notice shall have the right to terminate this Agreement, in which event,
the provisions of Article 15 shall, to the extent expressly made applicable, apply.
Section 14.8 - Step-in-rights

The Concessionaire agrees that the Concessioning Authority shall be entitled to
operate the Project Facilities and all other incidental on the occurrence of an
Concessionaire Event of Default by stepping into the shoes of the Concessionaire. In
the event of an Concessionaire Event of Default, the Concessioning Authority may
(but shall not be obliged to) operate, or procure and cause operation of the Project
Facilities upon the issue of the Termination Notice.
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ARTICLE 15 - TERMINATION AND EXPIRY OF

AGREEMENT/CONCESSION
Section 15.1 - Termination Procedure

The Party entitled to terminate this Agreement either on account of a Force Majeure
Event or on account of an Event of Default shall do so by issue of a notice in writing
(“Termination Notice”) to the other Party and simultaneously deliver a copy
thereof to the Lenders. The Termination Notice shall be of not less than 60 (sixty)
days and not ordinarily be more than 90 (ninety) days, (“Termination Period”)
and at the expiry of the Termination Period, this Agreement shall stand terminated.
Section 15.2 - Obligations during Termination Period

During Termination Period, the Parties shall subject to the provisions of Article 14
wherever applicable, continue to perform such of their respective obligations under
this Agreement which are capable of being performed with the object, as far as
possible, of ensuring continued availability of the Project to the users, failing which
the Party in breach shall compensate the other Party for any loss or damage
occasioned or suffered on account of the underlying failure/breach.
Section 15.3 - Requisition

Upon issue or receipt, as the case may be, of the Termination Notice, either as a
consequence of a Force Majeure Event or as a consequence of an Event of Default,
the Concessioning Authority shall by a notice in writing (“Requisition”) call upon
the Concessionaire to furnish the following information to enable the Concessioning
Authority to estimate the likely compensation payable by the Concessioning
Authority to the Concessionaire and/or to finalise the items of Concessionaire’s
assets comprised in the Project and the Project Assets to be handed over to/taken
over by the Concessioning Authority.
(a) the particulars of Debt Due supported by Lenders’ certificate ;
(b) data or records (to be specified by Concessioning Authority) regarding the

operation and maintenance of the Project and the Project Assets; and
(c) any other information or records (to be specified by Concessioning

Authority) regarding Concessionaire, its business, assets and liabilities.
The Concessionaire shall within a period of 30 days of receipt of Requisition furnish

the particulars called for by the Concessioning Authority.
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Section 15.4 - Condition Survey

(a) The Concessionaire agrees that six months prior to the expiry of the
Concession Period by efflux of time or on the service of a Termination Notice, as the
case may be, it shall conduct or cause to be conducted by the Expert Committee
under the Concessioning Authority’s supervision, a condition survey of the Project
and the Project Assets to ascertain the condition thereof, verifying compliance with
the Concessionaire’s obligations under this Agreement and to prepare an inventory
of the assets comprised in the Project
(b) If, as a result of the condition survey, the Concessioning Authority shall
observe/notice that the Project Assets and/or the Project or any part thereof
have/has not been operated and maintained in accordance with the requirements
therefore under this Agreement (normal wear and tear excepted) or are not in a
condition fit to be taken back, the Concessionaire shall, at its cost and expenses,
take all necessary steps to put the same in good working and fit conditions well
before the Transfer Date, in order that the same can be taken by the Concessioning
Authority.
(c) In the event the Concessionaire fails to comply with the provisions of this
Agreement, the Concessioning Authority may itself cause the condition survey and
inventory of Project Assets and the Project to be conducted. The Concessioning
Authority shall be compensated by the Concessionaire for any costs incurred in
conducting such survey and preparation of inventory as also in putting the Project
and the Project Assets in good working condition.
Section 15.5 - Consequences of Termination

Without prejudice to any other consequences or requirements under this Agreement
or under any law, the following consequences shall follow upon expiry of the
Concession Period by efflux of time or due to a Force Majeure Event or an Event of
Default.
(a) Transfer of Assets
(i) On the Transfer Date, the Concessionaire shall subject to the provisions of
this Agreement:
(A) Transfer, assign and deliver to the Concessioning Authority or its

nominated agency, free and clear of any Encumbrances, the vacant and
peaceful possession of the Project, Project Facilities, Project Assets and
the Project Location along with the buildings, facilities and structures
constructed on, over, at or under it and its right, title and interest in and
to the Project the Project Assets.
(B) transfer all its rights, titles and interest in or over the tangible assets
comprised in the Project (including movable assets which the
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Concessioning Authority agrees to take over) to the Concessioning

Authority or its nominated agency and execute such deeds and documents
as may be necessary for the purpose and complete all legal or other
formalities required in this regard.
(C) hand over to the Concessioning Authority or its nominated agency all
documents including built drawings, manuals, designs, documents,
information and records relating to the Project and the Project Assets.
(D) to the extent possible assign to the Concessioning Authority or its

nominated agency at the time of transfer all unexpired guarantees and
warranties by Subcontractors and suppliers and all insurance policies.
(E) at its cost remove from the Project Location all such moveable assets
which are not taken over by or transferred/assigned to the Concessioning
Authority or its nominated agency. In the event the Concessionaire fails to
remove such objects within the stipulated time, the Concessioning
Authority or its nominated agency may remove and transport or cause
removal and transportation of such objects, after giving the Concessionaire
notice of its intention to do so to a suitable location for safe storage. The
Concessionaire shall be liable to bear the reasonable cost and the risk of
such removal, transportation and storage.
(F) All proceeds of insurance claims shall be handed over to the Concessioning
Authority or its nominated agency and the Concessionaire or Persons
claiming through or under it shall have no claim thereon or rights thereto.
(E) The transfer of immovable property comprising the Project and the Project
Assets shall be deemed to be a termination of all leasehold arrangements
or licenses in relation to the Project Location and title to all such
immovable property shall automatically revert to the Concessioning
Authority or its nominated agency. The movable property comprising the
Project and the Project Assets shall be deemed to be transferred by
delivery and possession.
(F) It is clarified that only the assets of the Concessionaire shall be taken over
and not the liabilities, including without limitation liabilities relating to
labour and personnel related obligations of the Concessionaire and the
Persons claiming through or under the Concessionaire shall be taken over
by the Concessioning Authority or its nominated agency. All such labour
and employees shall be its responsibility of the Concessionaire/such
Persons even after the expiry of the Concession Period and they shall have
no claim to any type of employment or compensation from Concessioning
Authority or its nominated agency.
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(G) The Concessionaire may transfer operating rights over commercial facilities
within Public Amenities Centre on a license basis within the scope and
obligation provided under this agreement.
(H) All contracts, agreements, arrangement’s etc. entered into by the

Concessionaire with its suppliers, service providers, O&M contract’s, shall
also be liable to be terminated forthwith along with the termination of this
agreement at the sole option and discretion of the Concessioning
Authority.
(b) Project Contracts
The Concessionaire shall at the cost of the Concessioning Authority

transfer/assign such of the Project Contracts which the Concessioning
Authority may require to be transferred in its favour subject to the counter
parties to such contracts consenting to such transfer/ assignment. The
Concessionaire shall entirely at its cost, terminate all such Project Contracts
which are not transferred/assigned to the Concessioning Authority provided,
if the termination is on account of the Concessioning Authority Event of
Default the Concessioning Authority shall compensate the Concessionaire to
the extent of the termination payments, if any, made or to be made by the
Concessionaire to the counter parties to such contracts.
(c) Applicable Permits
The Concessionaire shall, at its cost, transfer to the Concessioning Authority

all such Applicable Permits which the Concessioning Authority may require
and which can be legally transferred. Provided if the termination is on
account of Concessioning Authority Event of Default the cost of such
transfer shall be borne/ reimbursed by the Concessioning Authority.
(d) Transfer Costs
The Project and the Project Assets shall be transferred to the Concessioning
Authority or its nominated agency, as the case may be, for a sum of Rupee
1.00 (Re. One only) in a working condition and clear of all Encumbrances
and with good title.
(e) Guarantees
The Concessioning Authority shall be entitled to encash any subsisting bank

guarantee provided by the Concessionaire, if the termination is on account
of an Concessionaire Event of Default.
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Section 15.6 - Vesting Certificate

(a) On the Transfer Date the Concessioning Authority/Expert-Committee shall
verify, in the presence of the Concessionaire or of a representative of the
Concessionaire, compliance by the Concessionaire with the requirements of
Section 15.5 above. In the event the Concessioning Authority/Expert notifies
the Concessionaire of shortcomings, if any, in the Concessionaire’s
compliance with such requirements, the Concessionaire shall forthwith cure
the same.
(b) The Divestment of all rights, title and interest in the Project, Project Assets
and the Project Facilities shall be deemed to be complete on the Transfer
Date but no later than 30 (thirty) days thereafter, by when all the
requirements of Section 15.5 above shall be fulfilled. The Expert Committee
shall on such date, issue a certificate (the “Vesting Certificate”), with a
copy thereof endorsed to the Concessioning Authority, which shall have the
effect of constituting evidence of divestment by the Concessionaire of all of
its rights, title and interest in the Project and the vesting thereof in the
Concessioning Authority or its nominee, as the case may be, pursuant
hereto. It is expressly agreed that any defect or deficiency in the
Divestment Requirements shall not in any manner be construed or
interpreted as restricting the exercise of any rights by the Concessioning
Authority or its nominee on or in respect of the Project on the footing that
all Divestment Requirements have been complied with by the
Concessionaire.
Section 15.7 - Compensation on Termination

Section 15.7.1 Termination Due to Force Majeure Event or an Event of Default
(a) In the event of termination of this Agreement/Concession due to Force

Majeure Event or an Event of Default, the Concessioning Authority shall,
upon transfer of the Project, Project Assets and the Project Location by the
Concessionaire to the Concessioning Authority or its nominated agency in
accordance with the provisions hereof, pay to the Concessionaire
termination payments on following terms:
(I) (A) Upon termination of this Agreement due to an Concessionaire Event of

Default compensation payable by the Concessioning Authority to the
Concessionaire shall be equivalent to the aggregate Depreciated Historic
Cost (DHC), as defined at Appendix III and as determined by an
Independent Expert, being a reputed valuer, of (a) the tangible assets
forming part of, fixed or attached to the ground created, installed or
provided by the Concessionaire and comprised in the Project Facilities,
which in the reasonable judgment of the said Expert are capable of being
put to use/utilised by the Concessioning Authority and (b) the moveable
assets which the Concessioning Authority agrees to take over LESS any
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amount due to the Concessioning Authority from the Concessionaire under

this Agreement and the insurance claims claimed or received.
(B) Upon termination of this Agreement due to (i) an Concessionaire Event of

Default, the Concessioning Authority shall forfeit and retain the Performance
Security; (ii) a Non-Political Force Majeure Event, the Concessioning
Authority shall return/refund the Performance Security to the Preferred
Bidder; provided there are no outstanding claims of the Concessioning
Authority on the Preferred Bidder/Concessionaire.
(C) Upon Termination of this Agreeemnt due to the Concessionaire event of

Default occurring prior to COD, no payment shall be made by the
Concessioning Authority to the Concessionaire
(II) (A) Upon termination by the Concessionaire due to a Concessioning

Authority Event of Default (by the Concessionaire) or upon termination due
to a Political Force Majeure Event (by the Concessioning Authority and/or
the Concessionaire), compensation payable by the Concessioning Authority
to the Concessionaire shall be equivalent to the aggregate Depreciated
Historic Cost (DHC), as defined at Appendix III and as determined by an
Independent Expert, being a reputed valuer, of (a) the tangible assets
forming part of, fixed or attached to the ground created, installed or
provided by the Concessionaire and comprised in the Project Facilities,
which in the reasonable judgment of the said Expert are capable of being
put to use/utilised by the Concessioning Authority and (b) the moveable
assets which the Concessioning Authority agrees to take over PLUS any
amount due to the Concessioning Authority from the Concessionaire under
this Agreement and the insurance claims claimed or received.
Provided that the compensation shall in no event include the value of the
portion of any asset affected by Political Force Majeure Event or
Concessioning Authority’s event of Default, to the extent of the insurance
claim received or admitted in relation to such Event.
(B) Upon termination of this Agreement due to (i) Concessioning Authority

Event of Default or Political Force Majeure Event, the Concessioning
Authority shall return/refund the Performance Security to the Preferred
Bidder; provided there are no outstanding claims of the Concessioning
Authority on the Preferred Bidder/Concessionaire.
Nothing herein shall prejudice the right of the Concessioning Authority to

recover from the Concessionaire any amounts due and payable to it by the
Concessionaire hereunder.
Notwithstanding anything to the contrary contained in this Agreement, any

Termination pursuant to the provisions of this Agreement shall be without
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prejudice to accrued rights of a Party, including its right to claim and

recover money damages and other rights and remedies which it may have
in law or contract. All rights and obligations of a Party under this
Agreement, including without limitation termination payment, shall survive
the termination of this Agreement to the extent such survival is necessary
for giving effect to such rights and obligations.
(III) The Concessionaire expressly agrees that Termination Payment under this
Article shall constitute a full and final settlement of all claims of the
Concessionaire on account of Termination of this Agreement for any reason
whatsoever and that the Concessionaire or any shareholder thereof shall not
have any further right or claim under any law, treaty, convention, contract
or otherwise.
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ARTICLE 16 - DISPUTE RESOLUTION
Section 16.1 - Negotiation

The Parties shall use their respective reasonable endeavors to settle any dispute,
difference, claim, question or controversy between the Parties arising out of, in
connection with or in relation to this Agreement (including its interpretation)
("Dispute") amicably between themselves through negotiation. The Parties agree
to use their best efforts for resolving all the Disputes arising under or in respect of
this Agreement promptly, equitably and in good faith and further agree to provide
each other with reasonable access during normal business hours, to all records,
information and data pertaining to any Dispute. In case the Dispute is not resolved
through negotiations within 45 days of the Party raising the Dispute, then the Parties
have right to serve appropriate notices and approach Court/s in Hyderabad and
Secunderabad Jurisdiction in accordance with the provisions of this Agreement
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ARTICLE 17 - MISCELLANEOUS PROVISIONS
Section 17.1 - Governing Law and Jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed
by the laws of India and the courts at Hyderabad/ Telangana, shall have jurisdiction
over all matters arising out of or relating to this Agreement.
Section 17.2 - Waiver & Remedies

(a) The waiver by either Party, including conditional or partial waiver, of any
default by the other Party in the observance and performance of any
provision of or obligations or under this Agreement:
(i) shall not operate or be construed as a waiver of any other or

subsequent default hereof or of other provisions or obligations under
this Agreement;
(ii) shall not be effective unless it is in writing and executed by a duly

authorized representative of such Party; and
(iii) shall not affect the validity or enforceability of this Agreement in any
manner.
(b) No failure on the part of any Party to exercise, and no delay in exercising,
any right, power, obligation or privilege hereunder or time or indulgence
granted by a Party to the other Party shall operate or be treated or deemed
as a waiver thereof or a consent thereto or the acceptance of any variation
or relinquishment of any such right hereunder; nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by the Applicable Laws.
(c) Neither the failure by either Party to insist on any occasion upon the
performance of the terms, conditions and provisions of this Agreement or
any obligation there under nor time or other indulgence granted by a Party
to the other Party shall be treated or deemed as waiver of such breach or
acceptance of any variation or the relinquishment of any such right
hereunder.
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Section 17.3 - Survival

The Termination/expiry of this Agreement shall not relieve either Party of any
obligations hereunder which expressly or by implication survive Termination/expiry
hereof.
Section 17.4 - Entire Agreements and Amendments

(a) This Agreement constitutes the complete, exclusive and entire statement of
the terms of the agreement between the Parties on the subject hereof and
supersede all previous agreements or arrangements between the Parties,
including any memoranda of understanding entered into in respect of the
contents hereof.
(b) No amendment or modification or waiver of any provision of this

Agreement, nor consent to any departure by any of the Parties there from,
shall in any event be valid and effective unless the same is in writing and
signed by the Parties or their duly authorised representative especially
empowered in this behalf and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it is
given.
Section 17.5 - Notices

Unless otherwise stated, notices to be given under this Agreement shall be in writing
and shall be given by hand delivery, recognised courier, mail, telex or facsimile
transmission and delivered or transmitted to the Parties at their respective addresses
set forth below:
If to Concessioning Authority:
--------------------------------------------------------
--------------------------------------------------------
Fax No. ---------------------------------------------
Attn:
If to Concessionaire:
--------------------------------------------------------
--------------------------------------------------------
Fax No. ---------------------------------------------
Attn:
Or such address, telex number, or facsimile number as may be duly notified by the
respective Parties from time to time, and shall be deemed to have been made or
delivered (i) in the case of any communication made by letter, when delivered by
hand, by recognized courier or by mail (registered, return receipt requested) at that
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address and (ii) in the case of any communication made by telex or facsimile, when
transmitted properly addressed to such telex number or facsimile number.
In case any Party changes its address, communication numbers, or directed

attention as set forth above, it shall notify the other Party in writing prior to the
adoption thereof.
Section 17.6 - Severability

(a) If for any reason whatever any provision of this Agreement is or becomes
invalid, illegal or unenforceable or is declared by any court of competent
jurisdiction or any other instrumentality to be invalid, illegal or unenforceable,
such invalidity, illegality or unenforceability shall not prejudice or affect the
remaining provisions of this Agreement which shall continue in full force and
effect.
(b) The Parties will negotiate in good faith with a view to agreeing upon one or
more provisions which may be substituted, as nearly as is practicable, to such
invalid, illegal and unenforceable provision. Provided failure to agree upon any
such provisions shall not be subject to the Dispute Resolution Procedure under
this Agreement or otherwise.
Section 17.7 - No Partnership

Nothing contained in this Agreement shall be construed to create an association,
trust, partnership, agency or joint venture among the Parties and Parties shall be
liable to perform their respective duties and discharge their respective liabilities or
obligations in accordance with the Provisions of this Agreement. Neither Party shall
have any authority to bind the other in any manner whatsoever.
Section 17.8 - Language

The language of this Agreement is English. All notices, correspondence, Project
Contracts, documentation, Designs and Drawings, DPR, design data, test reports,
certificates, specifications and standards and information in respect of this
Agreement, under or in connection with this Agreement shall be in the English
language. All other written and printed matter, communications, documentation,
proceedings and notices etc. pursuant or relevant to this Agreement shall be in the
English language.
Section 17.9 - Counterparts

This Agreement may be executed in any number of originals or counterparts, each in
the like form and all of which when taken together shall constitute one and the same
document.
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Section 17.10 - Regulatory Framework for Infrastructure Projects

Without prejudice to the rights and obligations of the Parties under this Agreement,
if a regulatory framework for the grant, implementation and supervision of
Concessions related to infrastructure projects is introduced by GOI or GOT , the
Parties shall consult in good faith and to agree to such amendments to this
Agreement, as may be reasonably necessary to take account of such regulatory
framework but so that the rights of the Concessionaire hereunder are not adversely
affected or additional material liabilities imposed.
Section 17.11 - Remedies Cumulative

The exercise of right by either Party to terminate this Agreement, as provided
herein, shall not preclude, such Party from availing any other rights or remedies that
may be available to it under law. All remedies available to the Parties shall be
cumulative and the exercise or failure thereof of one or more remedies by any Party
shall not limit or preclude the exercise of or constitute a waiver of any other
remedies by such Party.
Section 17.12 - Intellectual Property Rights and Confidentiality

(a) Intellectual Property Rights
The Concessionaire accepts and agrees that the Concessioning Authority

shall be the absolute and exclusive owner and proprietor of the all details,
plans, specifications, schedules, programs, budget, reports, calculations and
other work relating to the Project hereafter referred to as "Proprietary
Material", which have been or are hereafter written, originated or made by
any of the Concessionaire or the Persons claiming through or under it or any
of their respective employees, contractors, consultants or agents in
connection with this Agreement or the design, construction, insurance and
financing of the Project. All Proprietary Material shall be clearly marked as
such in capital letters and in bold face print.
(b) Confidentiality
No Party shall, without the prior written consent of the other Party, at any
time divulge or disclose or suffer or permit its servants or agents to divulge
or disclose to any Person or use for any purpose unconnected with the
Project any information which is by its nature or is marked as Proprietary
Material or “confidential”, concerning the other (including any information
concerning the contents of this Agreement) except to its officers, directors,
employers, agents, representatives and professional advisors or as may be
required by any law, rule, regulation or any judicial process; provided,
however, that a Party, with the written consent of the other Party, may
issue press releases containing non-sensitive information in relation to the
progress of the Project. This provision shall not apply to information:
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a) already in the public domain, otherwise than by breach of this

Agreement;
b) already in the possession of the receiving Party on a lawful basis before
it was received from the other Party in connection with this Agreement
and which was not obtained under any obligation of confidentiality;
c) obtained from a Third Party who is free to divulge the same and which
was not obtained under any obligation of confidentiality;
d) disclosed to the Lenders under terms of confidentiality; or
e) which is required to be disclosed by judicial, administrative or stock
exchange process, any enquiry, investigation, action, suit, proceeding or
claim or otherwise by or under any Applicable Law or by any Government
Authority.
Section 17.13 - Joint and Several Liability of the Members of the

Consortium
In case the Concessionaire is a Consortium, all the members of the Consortium shall
be jointly and severally liable to the Concessioning Authority for compliance with the
terms of this Agreement. The Lead Member shall have the authority to bind all the
members of the Consortium.
Change of management of the Preferred Bidder (lead member in case of consortium)

is not allowed within construction period and initial two years of project operations.
However, after the aforesaid period and with the prior approval of TSIIC, change of
management may be allowed.
In case of a Consortium, the Consortium agreement shall be valid for at least three
years from the date of Consortium agreement.
Section 17.14 - No Liability for Review

Except to the extent expressly provided in this Agreement,
(a) no review, comment or approval by the Concessioning Authority/Government

Authorities/ Independent Engineer/Consultant of the DPR, the Designs and
Drawing, the Transaction Documents or the documents submitted by the
Concessionaire nor any observation or inspection of the construction, operation or
maintenance of the Project Facility nor the failure to review, approve, comment,
observe or inspect hereunder shall relieve or absolve the Concessionaire from its
obligations, duties and liabilities under this Agreement, the Applicable Laws and
Applicable Permits; and
(b) the Concessioning Authority or any Government Authority or Project Facility

shall not be liable to the Concessionaire by reason of any review, comment, approval
observation or inspection referred in sub-section (a) above.
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Section 17.15 – Depreciation

For the purpose of depreciation under the Applicable Laws, the property
representing the capital investments made by the Concessionaire in the Project shall
be deemed to be acquired and owned by the Concessionaire
Section 17.16 Assignability

(a) Except as otherwise provided in this Agreement, the Concessionaire shall
not assign its rights, title or interest in this Agreement in favour of any
Persons without prior written consent of the Concessioning Authority.
Provided the Concessionaire may assign its rights, interests and benefits
under this Agreement to the Lenders as security for the Financial
Assistance.
(b) Notwithstanding anything to the contrary contained in this Agreement, the

Concessioning Authority may, after giving 60 (sixty) days’ notice to the
Concessionaire, assign any of its rights and benefits and/or obligations
hereunder pursuant to any direction of Government of India, Government
of Telangana, by the operation of law on such terms and conditions as the
Concessioning Authority may deem appropriate or as may be required by
law.
Section 17.17 - Interest and Right to Set Off

(a) Any sum which becomes payable under any of the provisions of this
Agreement by one Party to the other Party shall, if the same is not paid
within the time allowed for payment thereof, shall be deemed to be a
debt owed by the Party responsible for payment thereof to the Party
entitled to receive the same. Without prejudice to any other right or
remedy that may be available under this Agreement or otherwise under
law, the Party entitled to receive such amount shall also have the right of
set off.
(b) The Parties hereto agree that payments due from one Party to the other
Party under the provisions of this Agreement shall be made within the
period set forth therein and if no such period is specified, within 14
(fifteen) days of receiving a demand along with the necessary particulars.
In the event of delay beyond such period, the defaulting Party shall pay
interest for the period of delay calculated at a rate equal to the prime
lending rate of the State Bank of India plus 2% (two percent), and
recovery thereof shall be without prejudice to the rights of the Parties
under the Law and this Agreement, including termination thereof.
IN WITNESS WHEREOF the Parties have executed and delivered this Agreement
by their duly authorised representative on the date first above written:
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Signed on behalf of the Greater SIGNED, SEALED AND DELIVERED

Hyderabad Municipal Corporation.
Concessionaire by the hand of its
_________________________(Signature Authorized representative
) Mr.________.
_________________________(Name) ____________________(Signature)
_____________________(Designation) _______________________(Name)
__________________(Designation)
pursuant to Resolution dated........ of
its Board of Directors.
Preferred Bidder by the Hand of its

Authorized representative
Mr.________.
____________________(Signature)
_______________________(Name)
__________________(Designation)
pursuant to Resolution dated........ of
its Board of Directors.
In the presence of
Witnesses:
(i)
(ii)
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Appendix I
Letter of Intent (LOI)
This will be issued by TSIIC to the ‘Preferred Bidder’ upon completion of bid
evaluation process and approval by the Competent Authority.
85
Appendix II
“Project Location”
[Location Map to be enclosed]
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Appendix III
GUIDELINES FOR THE COMPUTATION OF DEPRECIATED HISTORICAL

COST
1. The Depreciated Historical Cost (“DHC”), wherever applicable, shall be

computed based on the following norms:
The depreciation shall be calculated on straight line basis. The depreciation

rates shall be in accordance with the provisions of the Companies Act 1956,
as may be amended from time to time
2. The date of existence of asset for the computation of the depreciated value
shall be the date on which it was scheduled to be completed in all respects or
the date on which it becomes capable of being put to or used for commercial
operation, whichever is earlier. In respect of replacement assets, the assets
shall be deemed to have come into existence when the same is capable of
being put to or used for commercial operation as the replacement asset or
the date when it was actually put to use, whichever is earlier.
3. Wherever Book Value or Depreciated Historical Cost is applicable, the original

cost of such assets and those which have come in as replacement assets shall
be that cost, established by the Concessionaire, to the satisfaction of the
Concessioning Authority, with Chartered Accountant's, Public Accountant's
and valuer's certificates and duly supported by bills and other documents of
manufacturers/ suppliers/ civil works contractors, at the time of installation.
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Appendix- IV
Format for
BANK GUARANTEE FOR PERFORMANCE SECURITY
(On requisite Stamp Paper)
In consideration of Telangana State Industrial Infrastructure Corporation Limited at

Hyderabad (hereinafter called "the Concessioning Authority") having agreed to
exempt __________________ (hereinafter called "the Concessionaire) from the
demand, under the terms and conditions of Letter of Intent (LOI) issued in respect
of the “Development of Urban Street Infrastructure for ISB road from DLF circle to
Varun Motors, Hyderabad, Telangana on PPP mode under IALA Nanakramguda”
project on Design, Build, Finance, Operate and Transfer (DBFOT) and subsequent
Concession Agreement being signed between Concessionaire and the Concessioning
Authority for performance of the Agreement to be made (hereinafter called "the said
Agreement"), for the due fulfillment by the said Concessionaire of the terms and
conditions contained in the said Agreement, on production of a Bank Guarantee for
Rs. _____ Lakhs (Rupees ______________________________Only).
We, ______________________ (hereinafter referred (indicate the name of the

bank) to as "the Bank") at the request of Concessionaire do hereby undertake to
pay to the CONCESSIONING AUTHORITY an amount not exceeding Rs. __________
Lakhs against any non fulfillment of the obligations of the Agreement or loss or
damage caused to or suffered or would be caused to or suffered by the
CONCESSIONING AUTHORITY by reason of any breach of any terms and conditions
contained in the said Agreement by the said Concessionaire of any of the terms or
conditions contained in the said Agreement.
We ____________________ (indicate the name of the bank) do hereby undertake

to pay the amounts due and payable under this guarantee without any demur,
hereby on a demand from the CONCESSIONING AUTHORITY stating that the
amount claimed is due by way of loss or damage caused to or would be caused to or
suffered by the CONCESSIONING AUTHORITY by reason of breach of any terms and
conditions contained in the said Agreement by the said Concessionaire of any of the
terms or conditions contained in the said Agreement or by reason of the
Concessionaire failure to perform the said Agreement. Any such demand made on
the bank shall be conclusive as regards the amount due and payable by the Bank
under this guarantee. However, our liability under this guarantee shall be restricted
to an amount not exceeding Rs. ___________.
88
We undertake to pay to the CONCESSIONING AUTHORITY any money so demanded

not withstanding any dispute or disputes raised by the Concessionaire in any suit or
proceeding pending before any court or Tribunal relating thereto our liability under
this present being absolute and unequivocal. The payment so made by us under this
bond shall be a valid discharge of our liability for payment hereunder and the
Concessionaire shall have no claim against us for making such payment.
We,_____________________(indicate the name of bank) further agree that the

guarantee herein contained shall remain in full force and effect during the period
that would be taken for the performance of the said Agreement and that it shall
continue to be enforceable till all the dues of TSIIC under or by virtue of the said
Agreement have been fully paid and its claims satisfied or discharged or till the
CONCESSIONING AUTHORITY certifies that the terms and conditions of the said
Agreement have been fully and properly fulfilled/carried out by the said
Concessionaire and accordingly discharges this guarantee. Unless a demand or
claim under this guarantee is made on us in writing on or before
_________________ (indicate the date till the validity of this BG from the date of
signing Agreement), we shall be discharged from all liability under this guarantee
thereafter.
We, ___________________________(indicate the name of bank) further agree with

the CONCESSIONING AUTHORITY shall have the fullest liberty without our consent
and without affecting in any manner our obligations hereunder to vary any of the
terms and conditions of the said Agreement or to extend time of performance by the
said Concessionaire from time to time or to postpone for any time or from time to
time any of the powers exercisable by CONCESSIONING AUTHORITY against the
said Concessionaire and to for bear or enforce any of the terms and conditions
relating to the said Agreement and we shall not be relieved from our liability by
reason of any such variation, or extension being granted to the said Concessionaire
or for any forbearance, act or omission on the part of the CONCESSIONING
AUTHORITY or any indulgence by the CONCESSIONING AUTHORITY to the said
Concessionaire or by any such matter or thing whatsoever which under the law
relating to sureties would, but for this provision, have effect of so relieving us.
This Guarantee will not be discharged due to the change in the constitution of the
Bank or the Concessionaire.
We, ________________________ (indicate the name of bank) undertake not to

revoke this guarantee during its currency except with the previous consent of
CONCESSIONING AUTHORITY in writing.
89
The Guarantor agrees absolutely, irrevocably and unconditionally guarantees and

undertakes to pay to CONCESSIONING AUTHORITY sum of, Rs. __________without
any protest or demur and upon receipt of first written demand from
CONCESSIONING AUTHORITY. This Guarantee is independent of the terms and
conditions of the Concession Agreement and its validity.
Dated the _______day of ________________ (Month & Year) for

____________________________________________(indicate the name of the
Bank).
IN WITNESS WHEREOF the Guarantor has executed this Guarantee on this _____
day of _______________and year first herein above written.
Signed and delivered by the above named ________________Bank by its Authorized

Signatory as authorized by
Board Resolution passed on ______/Power of Attorney dated […………]
_______________
Authorized Signatory
Name :
Designation:
In the presence of:

1.
2.
90

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TELANGANA STATE INDUSTRIAL INFRASTRUCTURE CORPORATION

REQUEST FOR PROPOSAL (RFP)

DEVELOPMENT OF URBAN STREET

TELANGANA STATE INDUSTRIAL INFRASTRUCTURE CORPORATION

Request For Proposal - Volume I: Instructions to Bidders February 2019

REQUEST FOR PROPOSAL (RFP)

Request For Proposal - Volume I: Instructions to Bidders February 2019

VOLUME - I: INSTRUCTIONS TO BIDDERS (ITB)

Request For Proposal - Volume I: Instructions to Bidders February 2019

1.0 INTRODUCTION .................................................................................................... 9

2.0 BID SUMMARY ..................................................................................................... 13

3.0 DEFINITIONS AND INTERPRETATIONS .................................................... 23

4.0 GENERAL INFORMATION AND INSTRUCTIONS ..................................... 27

5.0 BIDDING PROCESS ............................................................................................ 42

6.0 PREPARATION AND SUBMISSION OF BIDS ............................................. 43

7.0 BID OPENING AND EVALUATION ................................................................. 46

8.0 AWARD OF PROJECT/ SIGNING OF CONCESSION AGREEMENT ...... 51

Request For Proposal - Volume I: Instructions to Bidders February 2019

SCHEDULE OF BIDDING PROCESS

Event Description Scheduled Date & Time

Request For Proposal - Volume I: Instructions to Bidders February 2019

Request For Proposal - Volume I: Instructions to Bidders February 2019

10. TSIIC/Project Advisors, its employees, advisors or consultants make no representation

Request For Proposal - Volume I: Instructions to Bidders February 2019

law, statute, rules or regulations or tort, principles of restitution or unjust enrichment

11. TSIIC/Project Advisors and also its advisors/ consultants/representatives/ employees

14. Laws of the Republic of India are applicable to this RFP.

Request For Proposal - Volume I: Instructions to Bidders February 2019

1.4 The RFP document comprises:

Request For Proposal - Volume I: Instructions to Bidders February 2019

Telangana State Industrial Infrastructure Corporation Limited (TSIIC)

Request For Proposal - Volume I: Instructions to Bidders February 2019

Request For Proposal - Volume I: Instructions to Bidders February 2019

Contact Details for Queries / Clarifications:

"Queries/Request for Additional Information: RFP for Development of Urban

Request For Proposal - Volume I: Instructions to Bidders February 2019

2.0 BID SUMMARY

Request For Proposal - Volume I: Instructions to Bidders February 2019

S.No. KEY INFORMATION DETAILS

Request For Proposal - Volume I: Instructions to Bidders February 2019

S.No. KEY INFORMATION DETAILS

Request For Proposal - Volume I: Instructions to Bidders February 2019

S.No. KEY INFORMATION DETAILS

Request For Proposal - Volume I: Instructions to Bidders February 2019

S.No. KEY INFORMATION DETAILS

Request For Proposal - Volume I: Instructions to Bidders February 2019

S.No. KEY INFORMATION DETAILS

Request For Proposal - Volume I: Instructions to Bidders February 2019

S.No. KEY INFORMATION DETAILS

Request For Proposal - Volume I: Instructions to Bidders February 2019

S.No. KEY INFORMATION DETAILS

Request For Proposal - Volume I: Instructions to Bidders February 2019

Request For Proposal - Volume I: Instructions to Bidders February 2019

Request For Proposal - Volume I: Instructions to Bidders February 2019

3.0 DEFINITIONS AND INTERPRETATIONS

“Agreement” or Concession Agreement” shall mean the Authorisation Agreement

“Concessionaire”/ “Selected Developer” shall mean the Preferred Bidder selected

“Authority” shall mean Telangana State Industrial Infrastructure Corporation Limited

“Compliance Date” shall be as defined in the Draft Concession Agreement.

“Contract Period” or “Concession Period” shall have the meaning provided in

“TSIIC” shall mean Telangana State Industrial Infrastructure Corporation Limited

“Minimum Development Obligations” or “Essential Facilities” shall mean the

Request For Proposal - Volume I: Instructions to Bidders February 2019