Request for Proposals

Development of Pune Metro Line III

(Hinjewadi– Shivajinagar) Project on DBFOT
Basis

(RfP No: 53)

Office of the Metropolitan Commissioner and CEO,

PUNE METROPOLITAN REGION DEVELOPMENT AUTHORITY,
Survey No. 152, 153, Maharaja Sayajirao Gaikwad, Udyog Bhavan,
Aundh, Pune, 411007,Maharashtra, India.

Date of issue: 13.03.2018

Request for Proposals – Pune Metro Line-III (Hinjewadi-Shivajinagar) Project

GLOSSARY

Agreement As defined in Clause 1.1.2

Authority As defined in Clause 1.1.1
Associate As defined in Clause 2.1.13
Bid(s) As defined in Clause 1.2.2
Bidders As defined in Clause 1.2.1
Bidding Documents As defined in Clause 1.1.7
Bid Due Date As defined in Clause 1.1.7
Bidding Process As defined in Clause 1.2.1
Bid Security As defined in Clause 1.2.4
Bid Stage As defined in Clause 1.2.1
Concession As defined in Clause 1.1.5
Concessionaire As defined in Clause 1.1.2
Conflict of Interest As defined in Clause 2.1.13
Damages As defined in Clause 2.1.13
Detailed Project Report As defined in Clause 1.2.3
e-Tendering System As defined in Clause 1.1.7
Estimated Project Cost As defined in Clause 1.1.4
Financial Bid As defined in Clause 2.1.5
First Round of Bidding As defined in Clause 3.3.3
Grant As defined in Clause 1.2.6
LoA As defined in Clause 3.3.5
Member Member of a Consortium
Performance Security As defined in Clause 1.2.4
PMRDA As defined in Clause 1.1.1
Premium As defined in Clause 1.2.6
Project As defined in Clause 1.1.1
Project Site As defined in Clause 2.5.1
Re. or Rs. or INR Indian Rupee
RfP As defined in the Disclaimer
RfQ As defined in Clause 2.1.2
Selected Bidder As defined in Clause 3.3.1
Subject Person As defined in Clause 2.1.13
Technical Bid As defined in Clause 2.1.5
Tie Bidders As defined in Clause 3.3.2
Second Round of Bidding As defined in Clause 3.3.3
Third Round of Bidding As defined in Clause 3.3.4

The words and expressions beginning with capital letters and defined in this document shall, unless
the context otherwise requires, have the meaning ascribed thereto herein. The words and expressions
beginning with capital letters and not defined herein, but defined in the RfQ and/ or the Agreement,
shall, unless the context otherwise requires, have the meaning ascribed thereto therein.

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TABLE OF CONTENTS

DISCLAIMER................................................................................................................................................. III
INSTRUCTIONS TO BIDDERS ......................................................................................................................1
PUNE METROPOLITAN DEVELOPMENT AUTHORITY.......................................................................2
1. INTRODUCTION .................................................................................................................................2
1.1 Background .............................................................................................................................................2
1.2 Brief Description of Bidding Process .....................................................................................................3
1.3 Schedule of Bidding Process ...................................................................................................................4
1.4 Pre-Bid Conference.................................................................................................................................5
2. INSTRUCTIONS TO BIDDERS .........................................................................................................6
A. GENERAL .............................................................................................................................................6
2.1 General Terms of Bidding .......................................................................................................................6
2.2 Change in Composition of the Consortium ...........................................................................................10
2.3 Change in Ownership............................................................................................................................10
2.4 Cost of Bidding......................................................................................................................................11
2.5 Site Visit and Verification of Information .............................................................................................11
2.6 Verification and Disqualification ..........................................................................................................12
B. DOCUMENTS .....................................................................................................................................13
2.7 Contents of the RfP................................................................................................................................13
2.8 Clarifications ........................................................................................................................................14
2.9 Amendment of RfP .................................................................................................................................14
C. PREPARATION AND SUBMISSION OF BIDS .............................................................................14
2.10 Format and Signing of Bid ....................................................................................................................14
2.11 Sealing and Marking of Bids .................................................................................................................15
2.12 Bid Due Date.........................................................................................................................................16
2.13 Late Bids ...............................................................................................................................................16
2.14 Contents of the Bid ................................................................................................................................16
2.15 Modifications/ Substitution/ Withdrawal of Bids ..................................................................................16
2.16 Rejection of Bids ...................................................................................................................................17
2.17 Validity of Bids ......................................................................................................................................17
2.18 Confidentiality .......................................................................................................................................17
2.19 Correspondence with the Bidder...........................................................................................................17
2.20 Bid Security ...........................................................................................................................................17
3. EVALUATION OF BIDS ...................................................................................................................19
3.1 Opening and Evaluation of Bids ...........................................................................................................19
3.2 Tests of Responsiveness.........................................................................................................................19
3.3 Selection of Bidder ................................................................................................................................20
3.4 Contact during Bid Evaluation .............................................................................................................20
4. FRAUD AND CORRUPT PRACTICES ..........................................................................................21
5. PRE-BID CONFERENCE .................................................................................................................23
6. MISCELLANEOUS............................................................................................................................24
APPENDIX-I LETTER COMPRISING THE BID .....................................................................................25
APPENDIX-II BANK GUARANTEE FOR BID SECURITY ...................................................................29
APPENDIX-III POWER OF ATTORNEY FOR SIGNING OF BID .......................................................32
APPENDIX-IV POWER OF ATTORNEY FOR LEAD MEMBER OF CONSORTIUM......................34
APPENDIX-V GUIDELINES OF THE DEPARTMENT OF DISINVESTMENT .................................36
APPENDIX-VI FORMAT FOR FINANCIAL BID ....................................................................................38
APPENDIX-VII GUIDELINES TO BIDDERS ON THE OPERATIONS OF THE E-
TENDERING SYSTEM ..................................................................................................................................39

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DISCLAIMER

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

This RfP is not an agreement and is neither an offer nor an invitation by the Authority to the
prospective Bidders or any other person. The purpose of this RfP is to provide interested parties with
information that may be useful to them in making their Bids pursuant to this RfP. This RfP includes
statements, which reflect various assumptions and assessments arrived at by the Authority in relation
to the Project. Such assumptions, assessments and statements do not purport to contain all the
information that each Bidder may require. This RfP may not be appropriate for all persons, and it is
not possible for the Authority, its employees or advisors to consider the investment objectives,
financial situation and particular needs of each party who reads or uses this RfP. The assumptions,
assessments, statements and information contained in the Bidding Documents may not be complete,
accurate, adequate or correct. Each Bidder should, therefore, conduct its own investigations and
analysis and should check the accuracy, adequacy, correctness, reliability and completeness of the
assumptions, assessments, statements and information contained in this RfP and obtain independent
advice from appropriate sources.

Information provided in this RfP to the Bidder(s) is on a wide range of matters, some of which may
depend upon interpretation of law. The information given is not intended to be an exhaustive account
of statutory requirements and should not be regarded as a complete or authoritative statement of law.
The Authorityaccepts no responsibility for the accuracy or otherwise for any interpretation or opinion
on law expressed herein.

The Authority, its employees and advisors make no representation or warranty and shall have no
liability to any person, including any Applicant or Bidder under any law, statute, rules or regulations
or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or
expense which may arise from or be incurred or suffered on account of anything contained in this RfP
or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the RfP and
any assessment, assumption, statement or information contained therein or deemed to form part of this
RfP or arising in any way for participation in this Bid Stage.

The Authority also accepts no liability of any nature whether resulting from negligence or otherwise
howsoever caused arising from reliance of any Bidder upon the statements contained in this RfP.

The Authority may in its absolute discretion, but without being under any obligation to do so, update,
amend or supplement the information, assessment or assumptions contained in this RfP.

The issue of this RfP does not imply that the Authority is bound to select a Bidder or to appoint the
Selected Bidder or Concessionaire, as the case may be, for the Project and the Authority reserves the
right to reject all or any of the Bidders or Bids without assigning any reason whatsoever.

The Bidder shall bear all its costs associated with or relating to the preparation and submission of its
Bid including but not limited to preparation, copying, postage, delivery fees, expenses associated with
any demonstrations or presentations which may be required by the Authority or any other costs
incurred in connection with or relating to its Bid. All such costs and expenses will remain with the
Bidder and the Authority shall not be liable in any manner whatsoever for the same or for any other
costs or other expenses incurred by a Bidder in preparation or submission of the Bid, regardless of the
conduct or outcome of the Bidding Process.

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INSTRUCTIONS TO BIDDERS

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PUNE METROPOLITAN DEVELOPMENT AUTHORITY

1. INTRODUCTION

1.1 Background

1.1.1 A. Pune Metropolitan Region Development Authority represented by the Metropolitan

Commissioner and CEO (the “Authority”/ “PMRDA”) was constituted by the
Government of Maharashtra and is the planning, development, coordinating and
implementing agency to ensure balanced regional development with sustainable
growth of the Pune Metropolitan Region, which covers an area of about 7902 square
kilometres.

B. The Authority has decided to undertake designing, building, financing, operating and
transferring a metro rail system from PMR-1 (Hinjewadi) to Civil Court (Shivaji
Nagar), Pune and the development, operation and maintenance of the commercial
property for commercial purposes, as specified by the Authority (the “Project”)
through public-private partnership on a Design, Build, Finance, Operate and Transfer
basis, and has decided to carry out the bidding process for selection of a private entity
as the Bidder to whom the Project may be awarded. Brief particulars of the Project
are as follows:

Particulars Details
Metro Rail Corridor Length 23.33 km
Corridor Elevated
Number of stations 23
Estimated Project Cost Rs.6124 Crore

C. The period of the Concession shall be pre-determined, and will be indicatedin the
draft Agreement forming part of the Bidding Documents.

D. The Concessionaire shall in consideration of its investment and services, be entitled

to levy and charge a pre-determined fee, as set forth in the Agreement, from users of
the Project.

E. Bidders can contact the Authority for additional information on the Project.

1.1.2 The Selected Bidder shall be required to incorporate a special purpose vehicle as a public
limited company under the Companies Act, 2013 to exclusively undertake the Project prior to
the execution of the Agreement (the “Concessionaire”)and which shall be responsible for
designing, engineering, financing, procurement, construction, operation and maintenance of
the Project under and in accordance with the provisions of a long-term concession agreement
to be entered into between the Concessionaire and the Authority (the “Agreement”) in the
form provided by the Authority as part of the Bidding Documents pursuant hereto.

1.1.3 The scope of work will broadly include designing, building, financing, operating and
maintaining an elevated metro rail transit system generally on the central median between
Hinjewadi IT Park to Shivajinagar in Pune together with Commercial Property Development
and provision of the Project Facilities in conformity with the provisions of the Agreement.

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

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Bidders.

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

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

1.1.7 The Authority shall receive Bids pursuant to this RfP in accordance with the terms set forth in
this RfP and Agreement to be provided by the Authority pursuant to this RfP, as modified,
altered, amended and clarified from time to time by the Authority (collectively the “Bidding
Documents”), and all Bids shall be prepared and submitted in accordance with such terms on
or before the date specified in Clause 1.3 for submission of Bids (the “Bid Due Date”).

The Bidding Documents will be provided to every Bidder on payment of Rs. 12,50,000/-
(Rupees Twelve Lakh and Fifty Thousand only) through the e-tendering system
onwww.mahatenders.gov.in(“e-Tendering System”).

1.2 Brief Description of Bidding Process

1.2.1 The Authority has adopted a two-stage process (collectively referred to as the “Bidding
Process”) for selection of the Bidder for award of the Project. The first stage of the process
involved pre-qualification of interested parties/ Consortia in accordance with the provisions of
the RfQ. Pursuant thereto, the Authority shortlisted Applicants (the “Bidders”, which
expression shall, unless repugnant to the context, include the Members of a Consortium) who
are eligible for participation in the second stage of the Bidding Process (the “Bid Stage”).

The Government of India has issued guidelines (see Appendix-V) for qualification of bidders
seeking to acquire stakes in any public sector enterprise through the process of disinvestment.
These guidelines shall apply mutatis mutandis to this Bidding Process. The Authority shall be
entitled to disqualify a Bidder in accordance with the aforesaid guidelines at any stage of the
Bidding Process. Bidders must satisfy themselves that they are qualified to bid, and should
give an undertaking to this effect in the form at Appendix-I.

1.2.2 In the Bid Stage, the Bidders are being called upon to submit their proposals (the “Bids”) in
accordance with the terms specified in the Bidding Documents. The Bid shall be valid for a
period of not less than 120 (one hundred and twenty) days from the Bid Due Date.

1.2.3 The Bidding Documents include the draft Agreement for the Project. Detailed project
report(the “Detailed Project Report”) and other project documents prepared by the
Authority are also enclosed.Subject to the provisions of Clause2.1.3, the aforesaid documents
and any addenda issued subsequent to this RfP, will be deemed to form part of the Bidding
Documents.

1.2.4 A Bidder will be required to furnish/ deposit, along with its Bid, a bid security equivalent of
Rs. 61,24,00,000 (Rupees Sixty One Crores and Twenty Four Lakhs only)(the “Bid
Security”), refundable no later than 60 (sixty) days from the Bid Due Date, except in the case
of the Selected Bidder, whose Bid Security shall be retained till it has provided the

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performance security under the Agreement (“Performance Security”). The Bidders will have
an option to provide Bid Security in the form of a demand draft or a bank guarantee
acceptable to the Authority. The validity period of the bank guarantee shall not be less than
180 (one hundred and eighty) days from the Bid Due Date, inclusive of a claim period of 60
(sixty) days, and may be extended as may be mutually agreed between the Authority and the
Bidder from time to time.Where a demand draft is provided, its validity shall not be less than
80 (eighty) days from the Bid Due Date for the purposes of encashment thereof by the
Authority. The Bid shall be summarily rejected if it is not accompanied by the Bid Security.

1.2.5 Bidders are invited to examine the Project in greater detail, and to carry out, at their cost, such
studies as may be required for submitting their respective Bids for award of the Concession,
including implementation of the Project

1.2.6 (a) Bids will be invited online for the Project on the basis of the lowest financial grant
(the “Grant”) required by a Bidder for implementing the Project. The maximum
Grant available in respect of the Project is Rs. 2449,60,00,000 (Rupees Two
Thousand Four Hundred Forty Nine Crores Sixty Lakhs only). No Bidder may seek a
Grant in excess of such amount and any Bid specifying a Grant in excess of such
amount shall be treated as non-responsive and liable for rejection by the Authority.

A Bidder may, instead of seeking a Grant, offer to pay a premium in the form of
concession fee (the “Premium”) to the Authority for award of the Concession. The
Premium shall be paid in 12 (twelve) equal monthly instalments commencing from
the month subsequent to the COD.

(b) In this RfP, the term “Highest Bidder” shall mean the Bidder who is offering the
highest Premium, and where no Bidder is offering a Premium, the Bidder seeking the
lowest Grant shall be the Highest Bidder. The Grant/Premium amount shall constitute
the sole criteria for evaluation of Bids. Subject to the provisions of Clause 2.16, the
Project will be awarded to the Highest Bidder.

(c) For the avoidance of doubt, it is clarified that a Bidder who seeks a Grant cannot offer
any Premium.

1.2.7 Generally, the Highest Bidder shall be the Selected Bidder. The remaining Bidders shall be
kept in reserve and may, in accordance with the process specified in this RfP, be invited to
match the Bid submitted by the Highest Bidder in case such Highest Bidder withdraws or is
not selected for any reason. In the event that none of the other Bidders match the Bid of the
Highest Bidder, the Authority may, in its discretion, invite fresh Bids from the remaining
Bidders or annul the Bidding Process, as the case may be.

1.2.8 The details of the process to be followed at the Bid Stage and the terms thereof are spelt out in
this RfP.

1.2.9 Any queries or request for additional information concerning this RfP shall be submitted in
writing or by fax and e-mail to the officer designated in Clause 2.11.3. The envelopes/
communication shall clearly bear the following identification/ title:

“Queries/ Request for Additional Information: RFQ for “Short-listing of Bidders

for Pune Metro Line III (Hinjewadi-Shivajinagar)Project”

1.3 Schedule of Bidding Process

The Authority shall endeavour to adhere to the following schedule:

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S.No. Event Description Date

1. Issue of Bidding Documents March 13,2018
2. Last date for receiving queries April 02, 2014
3. Pre-Bid Conference April 04, 2018
4. Authority response to queries latest by April 06, 2018
5. Bid Due Date April 27, 2018
(Before 17:30 hours)
6. Opening of Bids May 02, 2018
(15:00 hours)
7. Letter of Award Within 30 days of the Bid
Due Date.
8. Validity of Bids 120 days of Bid Due Date
9. Signing of Agreement Within 30 days of LoA

1.4 Pre-Bid Conference

The date, time and venue of Pre-Bid Conference shall be:

Date: April 04,2018

Time: 11:00 hours

Venue: Office of the Pune Metropolitan Region Development Authority,

S.No. 152-153, Maharaja Sayajirao Gaikwad Udyog Bhawan, Aundh,
Pune, 411 067, Maharashtra, India.

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2. INSTRUCTIONS TO BIDDERS

A. GENERAL

2.1 General Terms of Bidding

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

2.1.2 Unless the context otherwise requires, the terms not defined in this RfP, but defined in the
Request for Qualification document for the Project(the “RfQ”) and/ or the draft Agreement,
shall have the meaning assigned thereto in the RfQ and/ or the draft Agreement.

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

2.1.4 Notwithstanding anything to the contrary contained in this RfP, the detailed terms specified in
the Agreement shall have overriding effect. However, any conditions or obligations imposed
on the Bidder hereunder shall continue to have effect in addition to its obligations under the
Agreement.

2.1.5 The Bid shall comprise the detailed submissions as per the requirements of RfP (except
Appendix-VI, i.e., financial bid submission form) (“Technical Bid”), and the bid parameter,
i.e. the Grant/ Premium, to be quoted by the Bidder as per the terms and conditions of this
RfP and the provisions of the Agreement (the “Financial Bid”).

2.1.6 The Financial Bid should be furnished in the format at Appendix-VI of RfP, clearly
indicating the bid amount in both figures and words, in Indian Rupees, and signed by the
Bidder’s authorised signatory.

2.1.7 In the event of any difference between figures and words in the Financial Bid, the amount
indicated in words shall be taken into account.

2.1.8 The Bidder should submit a Power of Attorney as per the format at Appendix-III, authorizing
the signatory of the Bid to commit the Bidder.

2.1.9 The Selected Bidder will be required to incorporate the Concessionaire as a special purpose
vehicle as a public limited company under the Companies Act, 2013,to execute the
Agreement and implement the Project. In case the Bidder is a Consortium, it shall, in addition
to incorporating the Concessionaire and complying with the requirements set out in Clause
2.2.6 of the RfQ, comply with the following requirements:

(i) The Bid should contain the information required for each Member of the Consortium;

(ii) The Lead Member shall be nominated in the manner prescribed in the RfQ. The
nomination(s) shall be supported by a Power of Attorney in the format at Appendix-
IV, signed by all the other Members of the Consortium;

(iii) The Bid should include a brief description of the roles and responsibilities of
individual Members, particularly with reference to financial, technical, operation and

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management obligations;

(iv) Members of the Consortium shall have entered into a binding Joint Bidding
Agreement in the manner prescribed in the RfQ. Except as provided under the
Bidding Documents, there shall not be any amendment to the Joint Bidding
Agreement without the prior written consent of the Authority.

2.1.10 Any condition or qualification or any other stipulation contained in the Bid shall render the
Bid liable to rejection as a non-responsive Bid.

2.1.11 The Bid and all communications in relation to or concerning the Bidding Documents and the
Bid shall be in English. Supporting documents and printed literature furnished by the Bidder
with the Bid may be in any other language provided that they are accompanied by translations
of all the pertinent passages in English, duly authenticated and certified by the Bidder.
Supporting materials, which are not translated into English, may not be considered. For the
purpose of interpretation and evaluation of the Bid, the English translation shall prevail.

2.1.12 The documents including this RfP and all attached documents provided by the Authority are
and shall remain or become the property of the Authority and are transmitted to the Bidders
solely for the purpose of preparation and the submission of a Bid in accordance herewith.
Bidders are to treat all information as strictly confidential and shall not use it for any purpose
other than for preparation and submission of their Bid. The provisions of this Clause 2.1.12
shall also apply mutatis mutandis to Bids and all other documents submitted by the Bidders,
and the Authority will not return to the Bidders any Bid document or any information
provided along therewith.

2.1.13 A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that affects the
Bidding Process. Any Bidder found to have a Conflict of Interest shall be disqualified. In the
event of disqualification, the Authority shall be entitled to forfeit and appropriate the Bid
Security or Performance Security, as the case may be, as mutually agreed genuine pre-
estimated loss and damages likely to be suffered and incurred by the Authority and not by
way of penalty for, inter alia, the time, cost and effort of the Authority, including
consideration of such Bidder’s proposal (the “Damages”) without prejudice to any other right
or remedy that may be available to the Authority under the Bidding Documents and/or the
Agreement or otherwise. Without limiting the generality of the above, a Bidder shall be
deemed to have a Conflict of Interest affecting the Bidding Process, if:

(i) The Bidder, its Member or Associate (or any constituent thereof) and any other
Bidder, its Member or any Associate thereof (or any constituent thereof) have
common controlling shareholders or other ownership interest:

Provided that this disqualification shall not apply in cases where the direct or indirect
shareholding of a Bidder, its Member or an Associate thereof (or any shareholder
thereof having a shareholding of more than 15% (fifteen percent) of the paid up and
subscribed share capital of such Bidder, Member or Associate, as the case may be) in
the other Bidder, its Member or Associate, is less than 15% (fifteen percent) of the
subscribed and paid up equity share capital thereof:

Provided further that this disqualification shall not apply to any ownership by a bank,
insurance company, pension fund or a public financial institution referred to in
Section 2(72) of the Companies Act, 2013.

For the purposes of this Clause 2.1.13, 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

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shareholding held by such controlled intermediary in any other person (the “Subject
Person”) shall be taken into account for computing the shareholding of such
controlling person in the Subject Person; and (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% (twenty six percent)
of the subscribed and paid up equity shareholding of such intermediary; or;

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

(iii) Such Bidder, its Member or any Associate thereof receives or has received any direct
or indirect subsidy grant, concessional loan or subordinated debt from any other
Bidder, its Member or Associate, or has provided any such subsidy grant,
concessional loan or subordinated debt to any other Bidder, its Member or any
Associate thereof; or

(iv) Such Bidder has the same legal representative for purposes of this Bid as any other
Bidder; or

(v) Such Bidder or any Associate thereof has a relationship with another Bidder or any
Associate thereof, directly or through common third party/ parties, that puts either or
both of them in a position to have access to each other’s information about, or to
influence the Bid of either or each other ; or

(vi) Such Bidder or any Associate thereof has participated as a consultant to the Authority
in the preparation of any documents, design or technical specifications of the Project.

Explanation:

In case a Bidder is a Consortium, then the term Bidder as used in thisClause 2.1.13,shall
include each Member of such Consortium.

For purposes of this RfP, Associate means, in relation to the Bidder/ Member, a person who
controls, is controlled by, or is under the common control with such Bidder/ Member (the
“Associate”). As used in this definition, the expression “control” means, with respect to a
person which is a company or corporation, the ownership, directly or indirectly, of more than
50% (fifty percent) of the voting shares of such person, and with respect to a person which is
not a company or corporation, the power to direct the management and policies of such
person, by operation of law.

2.1.14 A Bidder shall be liable for disqualification and forfeiture of Bid Security if any legal,
financial or technical adviser of the Authority in relation to the Project is engaged by the
Bidder, its Members or any Associate thereof, as the case may be in any manner for matters
related to or incidental to such Project during the Bidding Process or subsequent to the (i)
issue of the LoA or (ii) execution of the Agreement. In the event any such adviser is engaged
by the Selected Bidder or Concessionaire, as the case may be, after issue of the LoA or
execution of the Agreement, for matters related or incidental to the Project then
notwithstanding anything to the contrary contained herein or in the LoA or the Agreement
and without prejudice to any other right or remedy of the Authority, including the forfeiture
and appropriation of the Bid Security or Performance Security, as the case may be, which the
Authority may have there under or otherwise, the LoA or the Agreement, as the case may be,
shall be liable to be terminated without the Authority being liable in any manner whatsoever
to the Selected Bidder or Concessionaire for the same. For the avoidance of doubt, this

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disqualification shall not apply where such adviser was engaged by the Bidder, its Member or
Associate in the past but its assignment expired or was terminated 6 (six) months prior to the
date of issue of RfQ for the Project. Nor will this disqualification apply where such adviser is
engaged after a period of 3 (three) years from the date of commercial operation of the Project.

2.1.15 This RfP is not transferable.

2.1.16 Any award of contract pursuant to this RfP shall be subject to the terms of the Bidding
Documents.

2.1.17 The Bidder, in case does not have the operation and maintenance experience specified in
Clause 2.2.3of the RfQ, by submitting its Bid, shall be deemed to acknowledge and agree that
for the duration of the term of the Agreement, if required, it shall, for a period of at least 5
(five) years from the date of commercial operation of the Project, enter in to an agreement
with an entity having the specified experience for supporting its operations and maintenance
obligations, failing which the Agreement will be liable to be terminated.

2.1.18 Any entity which has been barred by the Central/ State Government, or any entity controlled
by it, from participating in any project (BOT or otherwise), and the bar subsists as on the Bid
Due Date, would not be eligible to submit a Bid, either individually or as Member of a
Consortium.

2.1.19 A Bidder, including any Member or Associate thereof, should, in the last 3 (three) years, have
neither failed to perform on any contract, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration award against the
Bidder, Member or Associate, as the case may be, nor has been expelled from any project or
contract by any public entity nor have had any contract terminated by any public entity for
breach by such Bidder, Member or Associate, as the case may be. Provided, however, that
where a Bidder claims that its disqualification arising on account of any cause or event
specified in this Clause 2.1.19 is such that it does not reflect any:

(i) Malfeasance on its part in relation to such cause or event;

(ii) Wilful default or patent breach of the material terms of the relevant contract;

(iii) Fraud, deceit or misrepresentation in relation to such contract; or

(iv) Rescinding or abandoning of such contract,

it may make a representation to this effect to the Authority for seeking a waiver from the
disqualification hereunder and the Authority may, in its sole discretion and for reasons to be
recorded in writing, grant such waiver if it is satisfied with the grounds of such representation
and is further satisfied that such waiver is not in any manner likely to cause a material adverse
impact on the Bidding Process or on the implementation of the Project.

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

(i) Bidders should attach clearly marked and referenced continuation sheets in the event
the space provided in the prescribed forms in the Appendices is insufficient; and

(ii) Information supplied by a Bidder (or other constituent Member if the Bidder is a
Consortium) must apply to the Bidder, Member or Associate named in the Bidder and
not, unless specifically requested, to other associated companies or firms. Bids must
be submitted only by the Bidders whose identity and/ or constitution is identical to
that at pre-qualification.

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2.2 Change in Composition of the Consortium

2.2.1 Where the Bidder is a Consortium, change in composition of the Consortium may be
permitted by the Authority during the Bid Stage, only where:

(i) The Lead Member continues to be the Lead Member of the Consortium;

(ii) The substitute is at least equal, in terms of Technical Capacity, to the Consortium
Member who is sought to be substituted and the modified Consortium shall continue
to meet the pre-qualification and short listing criteria for Applicants; and

(iii) The new Member(s) expressly adopt(s) the Application already made on behalf of the
Consortium as if it were a party to it originally, and is not an Applicant/ Bidder/
Member/ Associate separately bidding for this Project.

2.2.2 Approval for change in the composition of a Consortium shall be at the sole discretion of the
Authority and must be approved by the Authority in writing. The Bidder must submit its
application for change in composition of the Consortium no later than 15 (fifteen) days prior
to the Bid Due Date.

2.2.3 The modified/ reconstituted Consortium shall submit a revised Joint Bidding Agreement and
a Power of Attorney, substantially in the form at Appendix-IV, prior to the Bid Due Date.

2.2.4 Notwithstanding anything to the contrary contained in Clause 2.1.13, a Bidder may, within 10
(ten) days after the Bid Due Date, remove from its Consortium any Member who suffers from
a Conflict of Interest, and such removal shall be deemed to cure the Conflict of Interest
arising in respect thereof.

2.2.5 The option of change in composition of the Consortium which is available under this Clause
2.2 may be exercised by any Bidder who is pre-qualified either as a Consortium or as a single
entity. In the case of a single entity Bidder adding a Consortium Member at the Bid Stage, the
single entity Bidder shall be the Lead Member of the Consortium. Provided, however, that no
member of such Consortium shall be a Bidder or the Member of a Consortium which has
been pre-qualified.

2.3 Change in Ownership

2.3.1 (i) In case the Bidder is a Consortium, the Bidder shall, by submitting the Bid, be
deemed to have acknowledged that it was pre-qualified and short-listed on the basis
of Technical Capacity and Financial Capacity of those of its Members who shall:

(a) Until the 2nd (second) anniversary of the commercial operation date of the
Project, hold equity share capital representing not less than 51% (fifty one
percent)of the subscribed and paid up equity of the Concessionaire;

(b) Until the 3rd (third) anniversary of the commercial operation date of the
Project, hold equity share capital representing not less than 33% (thirty three
percent)of the subscribed and paid up equity of the Concessionaire; and

(c) During the remaining term of the Agreement, hold equity share capital
representing not less than 26% (twenty six percent) (or such lower proportion
as may be permitted by the Authority) of the subscribed and paid up equity of
the Concessionaire.

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In case the Selected Bidder is a Consortium, the respective holding of each Member
must conform to the representation made by the Consortium and accepted by the
Authority as part of the Bidding Process (including for the purposes of meeting the
minimum eligibility conditions or for evaluation of its Application or Bid). Any
material variation thereto, if it occurs prior to commercial operation date of the
Project, shall be treated as a Change in Ownership.

For the avoidance of doubt, the provisions of this Clause 2.3.1(i) shall apply only
when the Bidder is a Consortium.

(ii) In case the Selected Bidder is not a Consortium, the Selected Bidder shall:

(a) Until the 2nd (second) anniversary of the commercial operation date of the
Project, hold equity share capital representing not less than 51% (fifty one
percent)of the subscribed and paid up equity of the Concessionaire;

(b) Until the 3rd (third) anniversary of the commercial operation date of the
Project, hold equity share capital representing not less than 33% (thirty three
percent)of the subscribed and paid up equity of the Concessionaire; and

(c) During the remaining term of the Agreement, hold equity share capital
representing not less than 26% (twenty six percent) (or such lower proportion
as may be permitted by the Authority) of the subscribed and paid up equity of
the Concessionaire.

The Bidder, further acknowledges and agrees the aforesaid obligation shall be the minimum
requirement, and shall be in addition to such other obligations as may be contained in the
Agreement, and a breach hereof shall, notwithstanding anything to the contrary contained in
the Agreement, be deemed to be a breach of the Agreement and dealt with as such there
under.

2.3.2 By submitting the Bid, the Bidder shall also be deemed to have acknowledged and agreed that
in the event of a change in control of a Member or an Associate whose Technical Capacity
and/ or Financial Capacity was taken into consideration for the purposes of short-listing and
pre-qualification under and in accordance with the RfQ, the Bidder shall be deemed to have
knowledge of the same and shall be required to inform the Authority forthwith along with all
relevant particulars about the same and the Authority may, in its sole discretion, disqualify the
Bidder or withdraw the LoA from the Selected Bidder, as the case may be. In the event such
change in control occurs after signing of the Agreement but prior to Financial Close, it would,
notwithstanding anything to the contrary contained in the Agreement, be deemed to be a
breach of the Agreement and the same shall be liable to be terminated without the Authority
being liable in any manner whatsoever to the Concessionaire. In such an event,
notwithstanding anything to the contrary contained in the Agreement, the Authority shall be
entitled to forfeit and appropriate the Bid Security or Performance Security, as the case may
be, as Damages without prejudice to any other right or remedy that may be available to the
Authority under the Bidding Documents and/ or the Agreement or otherwise.

2.4 Cost of Bidding

The Bidders shall be responsible for all of the costs associated with the preparation of their
Bids and their participation in the Bidding Process. The Authority will not be responsible or
in any way liable for such costs, regardless of the conduct or outcome of the Bidding Process.

2.5 Site Visit and Verification of Information

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2.5.1 Bidders are encouraged to submit their respective Bids after visiting the site of the Project
(the “Project Site”)and ascertaining for themselves the site conditions, traffic, location,
surroundings, climate, availability of power, water and other utilities for construction, access
to site, handling and storage of materials, weather data, applicable laws and regulations, and
any other matter considered relevant by them.

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

(i) Made a complete and careful examination of the Bidding Documents;

(ii) Received all relevant information requested from the Authority;

(iii) Accepted the risk of inadequacy, error or mistake in the information provided in the
Bidding Documents or furnished by or on behalf of the Authority relating to any of
the matters referred to in Clause 2.5.1 above;

(iv) Satisfied itself about all matters, things and information including matters referred to
in Clause 2.5.1 hereinabove necessary and required for submitting an informed Bid,
execution of the Project in accordance with the Bidding Documents and performance
of all of its obligations there under;

(v) Acknowledged and agreed that inadequacy, lack of completeness or incorrectness of

information provided in the Bidding Documents or ignorance of any of the matters
referred to in Clause 2.5.1 hereinabove shall not be a basis for any claim for
compensation, damages, extension of time for performance of its obligations, loss of
profits etc. from the Authority, or a ground for termination of the Agreement by the
Concessionaire;

(vi) Acknowledged that it does not have a Conflict of Interest; and

(vii) Agreed to be bound by the undertakings provided by it under and in terms hereof.

2.5.3 The Authority shall not be liable for any omission, mistake or error in respect of any of the
above or on account of any matter or thing arising out of or concerning or relating to RfP,
RfQ, the Bidding Documents or the Bidding Process, including any error or mistake therein
or in any information or data given by the Authority.

2.6 Verification and Disqualification

2.6.1 The Authority reserves the right to verify all statements, information and documents
submitted by the Bidder in response to the RfQ, the RfP or the Bidding Documents and the
Bidder shall, when so required by the Authority, make available all such information,
evidence and documents as may be necessary for such verification. Any such verification or
lack of such verification, by the Authority shall not relieve the Bidder of its obligations or
liabilities hereunder nor will it affect any rights of the Authority there under.

2.6.2 The Authority reserves the right to reject any Bid and appropriate the Bid Security if:

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

(ii) The Bidder does not provide, within the time specified by the Authority, the
supplemental information sought by the Authority for evaluation of the Bid.

Such misrepresentation/ improper response shall lead to the disqualification of the Bidder. If
the Bidder is a Consortium, then the entire Consortium and each Member may be disqualified/

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rejected. If such disqualification/ rejection occurs after the Bids have been opened and the
Highest Bidder gets disqualified/ rejected, then the Authority reserves the right to:

(i) Invite the remaining Bidders to match the Highest Bidder/ re-submit their Bids in
accordance with this RfP; or

(ii) Take any such measure as may be deemed fit in the sole discretion of the Authority,
including annulment of the Bidding Process.

2.6.3 In case it is found during the evaluation or at any time before signing of the Agreement or
after its execution and during the period of subsistence thereof, including the Concession
thereby granted by the Authority, that one or more of the pre-qualification conditions have not
been met by the Bidder or the Bidder has made material misrepresentation or has given any
materially incorrect or false information, the Bidder shall be disqualified forthwith if not yet
appointed as the Concessionaire either by issue of the LoA or entering into of the Agreement,
and if the Selected Bidder has already been issued the LoA or has entered into the Agreement,
as the case may be, the same shall, notwithstanding anything to the contrary contained therein
or in this RfP, be liable to be terminated, by a communication in writing by the Authority to
the Selected Bidder or the Concessionaire, as the case may be, without the Authority being
liable in any manner whatsoever to the Selected Bidder or the Concessionaire. In such an
event, the Authority shall be entitled to forfeit and appropriate the Bid Security or
Performance Security, as the case may be, as damages, without prejudice to any other right or
remedy that may be available to the Authority under the Bidding Documents and/ or the
Agreement, or otherwise.

B. DOCUMENTS

2.7 Contents of the RfP

2.7.1 This RfP comprises the Disclaimer set forth hereinabove, and the contents as listed below,
and will additionally include any addenda/ corrigenda issued in accordance with Clause 2.9.

Volume I– Instructions to Bidders

Invitation for Bids

Section 1. Introduction

Section 2. Instructions to Bidders

Section 3. Evaluation of Bids

Section 4. Fraud and Corrupt Practices

Section 5. Pre-Bid Conference

Section 6. Miscellaneous

Appendices

I. Letter comprising the Bid

II. Bank Guarantee for Bid Security

III. Power of Attorney for signing of Bid

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IV. Power of Attorney for Lead Member of Consortium

V. Guidelines of the Department of Disinvestment

VI. Format for Financial Bid

VII. Guidelines to Bidders on the Operations of the e-Tendering System

2.7.2 The draft Concession Agreement and the Detailed Project Report provided by the Authority
as part of the Bidding Documents shall be deemed to be part of this RFP.

2.8 Clarifications

2.8.1 Bidders requiring any clarification on the RfP may notify the Authority in writing or by fax
and e-mail in accordance with Clause 1.2.9. They should send in their queries on or before the
date specified in Clause 1.3. The Authority shall endeavour to respond to the queries within
the period specified therein, but no later than 15 (fifteen) days prior to the Bid Due Date. The
responses will be sent by fax and/or email. The Authority will forward all the queries and its
responses thereto, to all the Bidder without identifying the source of queries.

2.8.2 The Authority shall endeavour to respond to the questions raised or clarifications sought by
the Bidders. However, the Authority reserves the right not to respond to any question or
provide any clarification, in its sole discretion, and nothing in this Clause 2.8 shall be taken or
read as compelling or requiring the Authority to respond to any question or to provide any
clarification.

2.8.3 The Authority may also on its own motion, if deemed necessary, issue interpretations and
clarifications to all Bidders. All clarifications and interpretations issued by the Authority shall
be deemed to be part of the Bidding Documents. Verbal clarifications and information given
by Authority or its employees or representatives shall not in any way or manner be binding on
the Authority.

2.9 Amendment of RfP

2.9.1 At any time prior to the Bid Due Date, the Authority may, for any reason, whether at its own
initiative or in response to clarifications requested by a Bidder, modify the RfP by the
issuance of addenda/ corrigenda.

2.9.2 Any addenda/ corrigenda issued hereunder will be sent in writing to all the Bidders.

2.9.3 In order to afford the Bidders a reasonable time for taking an addendum into account, or for
any other reason, the Authority may, in its sole discretion, extend the Bid Due Date.

C. PREPARATION AND SUBMISSION OF BIDS

2.10 Format and Signing of Bid

2.10.1 The Bidder shall provide all the information/ documents sought under this RfP. The Authority
will evaluate only those Bids that are received in the required formats and complete in all
respects. Incomplete and /or conditional Bids shall be liable to rejection. In the event of any
discrepancy between the documents comprising the online submission and the physical
submission to the Authority, the online submission shall prevail.

The Bidder shall submit the Bid through the e-Tendering System. The Bidder shall refer to

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guidelines provided in Appendix-VII for submission of Bids through e-Tendering System.

In addition to the online submission of the Bid through the e-Tendering System, the Bidder
shall also submit 1 (one) copy of the Bid in printe dform, including originals of all appendices
on or before the Bid Due Date. It shall be noted that only those printed Bids shall be
considered which have been submitted through e-Tendering System as well.

2.10.2 The Bid shall be typed or written in indelible ink and signed by the authorised signatory of the
Bidder who shall also initial each page, in blue ink. In case of printed and published
documents, only the cover shall be initialled. All the alterations, omissions, additions or any
other amendments made to the Bid shall be initialled by the person(s) signing the Bid.

2.11 Sealing and Marking of Bids

2.11.1 The Bidder shall upload the scanned version of the following documents comprising the
Technical Bid:

(i) Letter comprising the Bid in the format at Appendix-I;

(ii) Bid Security in form of a demand draft/ bank guarantee(in the format prescribed at
Appendix-II in case of bank guarantees);

(iii) Power of Attorney for signing of Bid in the format at Appendix-III;

(iv) If applicable, the Power of Attorney for Lead Member of Consortium in the format at
Appendix-IV; and

(v) A copy of the Agreement with each page initialled by the person signing the Bid in
pursuance of the Power of Attorney referred to in sub-clause (iii) hereinabove.

The Bidder shall upload the scanned version of the Financial Bid in the format specified at
Appendix-VI.

2.11.2 The printed copy of the Technical Bid shall be bound together and the pages shall be
numbered serially. Each page there of shall be initialled in blue ink by the authorised
signatory of the Bidder. This shall be placed in an envelope which shall clearly bear the
following identification: “Technical Bid for the Development of Pune Metro Line III
(Hinjewadi- Shivajinagar)Project on DBFOT Basis.”

2.11.3 The envelope specified in Clauses 2.11.2 shall (i) be sealed, (ii) clearly indicate the name and
address of the Bidder, (ii) indicate the Bid Due Date on the top right hand corner, and (iii) be
addressed to:

ATTN. OF Mr. Kiran Gitte

DESIGNATION Metropolitan Commissioner and CEO
ADDRESS Pune Metropolitan Region Development Authority,
S.No. 152-153, Maharaja Sayajirao Gaikwad Udyog Bhawan,
Aundh, Pune, 411 067, Maharashtra, India
EMAIL ADDRESS [email protected]
PHONE 020 2933344

2.11.4 If the envelopes are not sealed and marked as instructed above, the Authority assumes no

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responsibility for the misplacement or premature opening of the contents of the Bid submitted
and consequent losses, if any, suffered by the Bidder.

2.11.5 Bids submitted by fax, telex, telegram, e-mail or by way of only hard copy submission shall
not be entertained and shall be rejected.

2.11.6 In case the uploaded documents do not open after opening of online Bid, then the printed Bid
submitted shall be referred for evaluation.

2.12 Bid Due Date

2.12.1 Bids should be uploaded/ submitted by or before 17:30 hours IST on the Bid Due Date in the
manner and form as detailed in this RfP.

2.12.2 The hard copy of the Bid should be submitted in the designated tender box at the address
provided in Clause 2.11.3.

2.12.3 The Bidders are advised to submit their Bids online well before the time and Bid Due Date
specified above. The Authority shall not be responsible for any delay in submission for any
reason including server and technical problems.

2.12.4 The Authority may, in its sole discretion, extend the Bid Due Date by issuing an addendum in
accordance with Clause 2.9 uniformly for all the Bidders.

2.13 Late Bids

Bids received by the Authority after the specified time on the Bid Due Date shall not be
eligible for consideration and shall be summarily rejected. The e-Tendering System shall not
accept the late submission of Bids after the specified time on the Bid Due Date.

2.14 Contents of the Bid

2.14.1 The Financial Bid shall be furnished in the format at Appendix-VI and shall comprise the
Grant/ Premium required/ offered by the Bidder (in Indian Rupees) to undertake the Project in
accordance with this RfP and the provisions of the Agreement.

2.14.2 Generally, the Project will be awarded to the Highest Bidder.

2.14.3 The opening of Bids and acceptance thereof shall be substantially in accordance with this
RfP.

2.14.4 The draft Agreement shall be deemed to be part of the Bid.

2.15 Modifications/ Substitution/ Withdrawal of Bids

2.15.1 The Bidder may modify, substitute or withdraw its Bid after submission in accordance with
the process entailed in the e-Tendering System. In case of hard copy of the Bid, the
modification, substitution or withdrawal notice shall be prepared, sealed, marked and
deliveredinaccordancewithClause2.11, with the envelopes being additionally marked
"MODIFICATION", "SUBSTITUTION" or "WITHDRAWAL", as appropriate by the Bidder
and submitted to the Authority. However, it may specifically be noted that after withdrawal of
the Bid for any reason, Bidder cannot resubmit its Bid.

2.15.2 Any alteration/ modification in the Bid or additional information supplied subsequent to the

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Bid Due Date, unless the same has been expressly sought for by the Authority, shall be
disregarded.

2.16 Rejection of Bids

2.16.1 Notwithstanding anything contained in this RfP, the Authority reserves the right to reject any
Bid and to annul the Bidding Process and reject all Bids at any time without any liability or
any obligation for such acceptance, rejection or annulment, and without assigning any reasons
therefor. In the event that the Authority rejects or annuls all the Bids, it may, in its discretion,
invite all eligible Bidders to submit fresh Bids hereunder.

2.16.2 The Authority reserves the right not to proceed with the Bidding Process at any time, without
notice or liability, and to reject any Bid without assigning any reasons.

2.17 Validity of Bids

The Bids shall be valid for a period of not less than 120 (one hundred and twenty) days from
the Bid Due Date. The validity of Bids may be extended by mutual consent of the respective
Bidders and the Authority.

2.18 Confidentiality

Information relating to the examination, clarification, evaluation and recommendation for the
Bidders shall not be disclosed to any person who is not officially concerned with the process
or is not a retained professional advisor advising the Authority in relation to, or matters
arising out of, or concerning the Bidding Process. The Authority will treat all information,
submitted as part of the Bid, in confidence and will require all those who have access to such
material to treat the same in confidence. The Authority may not divulge any such information
unless it is directed to do so by any statutory entity that has the power under law to require its
disclosure or is to enforce or assert any right or privilege of the statutory entity and/ or the
Authority or as may be required by law or in connection with any legal process.

2.19 Correspondence with the Bidder

Save and except as provided in this RfP, the Authority shall not entertain any correspondence
with any Bidder in relation to acceptance or rejection of any Bid.

2.20 Bid Security

2.20.1 The Bidder shall furnish as part of its Bid, a Bid Security in the form of a demand draft/ bank
guarantee issued by a Scheduled Bank in India having a net worth of at least Rs.
1,000,00,00,000 (Rupees One Thousand Crore), in favour of the Authority in the format at
Appendix-II and having a validity period of not less than 180 (one hundred eighty) days from
the Bid Due Date, inclusive of a claim period of 60 (sixty) days, and may be extended as may
be mutually agreed between the Authority and the Bidder from time to time. In case the bank
guarantee is issued by a foreign bank outside India, confirmation of the same by any
nationalised bank in India is required. For the avoidance of doubt, Scheduled Bank shall mean
a bank as defined under Section 2(e) of the Reserve Bank of India Act, 1934.

2.20.2 Bid Security can also be in the form of a demand draft issued by a Scheduled Bank in India,
drawn in favour of the Authority and payable at Pune. The Authority shall not be liable to pay
any interest on the Bid Security deposit so made and the same shall be interest free.

2.20.3 Any Bid not accompanied by the Bid Security shall be summarily rejected by the Authority as
non-responsive.

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2.20.4 Save and except as provided in Clauses 1.2.4 above, the Bid Security of unsuccessful Bidders
will be returned by the Authority, without any interest as promptly as possible on acceptance
of the Bid of the Selected Bidder or when the Bidding Process is cancelled by the Authority
and in any case within 180 (one hundred and eighty) days from the Bid Due Date. Where the
Bid Security has been paid by demand draft, the refund thereof shall be in the form of an
account payee demand draft in favour of the unsuccessful Bidder(s). Bidders may by specific
instructions in writing to the Authority give the name and address of the person in whose
favour the said demand draft shall be drawn by the Authority for refund, failing which it shall
be drawn in the name of the Bidder and shall be mailed to the address given on the Bid.

2.20.5 The Selected Bidder’s Bid Security will be returned without any interest upon the
Concessionaire signing the Agreement and furnishing the Performance Security in accordance
with the provisions thereof. The Authority may, at the Selected Bidder’s option, adjust the
amount of Bid Security in the amount of Performance Security to be provided by him in
accordance with the provisions of the Agreement.

2.20.6 The Authority shall be entitled to forfeit and appropriate the Bid Security as Damages, inter
alia, in any of the events specified in Clause 2.20.7 herein below. The Bidder, by submitting
its Bid pursuant to this RfP, shall be deemed to have acknowledged and confirmed that the
Authority will suffer loss and damage on account of withdrawal of its Bid or for any other
default by the Bidder during the period of Bid validity as specified in this RfP. No relaxation
of any kind on Bid Security shall be given to any Bidder.

2.20.7 The Bid Security shall be forfeited as Damages without prejudice to any other right or remedy
that may be available to the Authority under the Bidding Documents and/ or under the
Agreement or otherwise, under the following conditions:

(i) If a Bidder submits a non-responsive Bid;

(ii) If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice,

undesirable practice or restrictive practice as specified in Section 4 of this RfP;

(iii) If a Bidder withdraws its Bid during the period of Bid validity as specified in this RfP
and as extended by mutual consent of the respective Bidder(s) and the Authority;

(iv) In the case of Selected Bidder, if it fails within the specified time limit:

(a) To sign and return the duplicate copy of LoA;

(b) To sign the Agreement; or

(c) To furnish the Performance Security within the period prescribed thereforin
the Agreement; or

(v) In case the Selected Bidder, having signed theAgreement, commits any breach thereof
prior to furnishing the Performance Security.

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3. EVALUATION OF BIDS

3.1 Opening and Evaluation of Bids

3.1.1 The Authority shall download/ open the Bids at such time and date as specified in Clause 1.3
at the place specified in Clause 2.11.3and in the presence of the Bidders who choose to attend.

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

3.1.3 To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek clarifications in
writing from any Bidder regarding its Bid. Such clarification(s) shall be provided within the
time specified by the Authority for this purpose. Any request for clarification(s) and all
clarification(s) in response thereto shall be in writing.

If a Bidder does not provide clarifications sought under this Clause 3.1.3within the prescribed
time, its Bid shall be liable to be rejected. In case the Bid is not rejected, the Authority may
proceed to evaluate the Bid by construing the particulars requiring clarification to the best of
its understanding, and the Bidder shall be barred from subsequently questioning such
interpretation of the Authority.

3.1.4 Bids for which a notice of withdrawal has been submitted in accordance with Clause 2.15
shall not be downloaded/ opened.

3.2 Tests of Responsiveness

3.2.1 Prior to evaluation of Bids, the Authority shall determine whether each Bid is responsive to
the requirements of this RfP. A Bid shall be considered responsive only if:

(i) It is received as per the format at Appendix-I;

(ii) It is received by the Bid Due Date including any extension thereof pursuant to Clause
2.12.4;

(iii) It is signed, sealed, bound together in hard cover and marked as stipulated in Clauses
2.10 and2.11;

(iv) It is accompanied by the Bid Security as specified in Clauses 1.2.4 and 2.20;

(v) It is accompanied by the Power(s) of Attorney as specified in Clauses 2.1.8 and 2.1.9,
as the case may be;

(vi) It contains all the information (complete in all respects) as requested in this RfP
and/or Bidding Documents (in formats same as those specified);

(vii) It does not contain any condition or qualification; and

(viii) It is not non-responsive in terms hereof.

3.2.2 The Authority reserves the right to reject any Bid which is non-responsive and no request for
alteration, modification, substitution or withdrawal shall be entertained by the Authority in
respect of such Bid.Provided, however, that the Authority may, in its discretion, allow the
Bidder to rectify any infirmities or omissions if the same do not constitute a material
modification of the Bid.

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3.3 Selection of Bidder

3.3.1 Subject to the provisions of Clause 2.16.1, the Bidder whose Bid isadjudged as responsive in
terms of Clause 3.2.1 and who quotes the highest Premium, and in the event that no Bidder
offers a Premium, then the Bidder quoting the lowest Grant, shall be declared as the selected
Bidder (the “Selected Bidder”). In the event that the Authority rejects or annuls all the Bids,
it may, in its discretion, invite all eligible Bidders to submit fresh Bids hereunder.

3.3.2 In the event that 2 (two) or more Bidders quote the same amount of Premium or Grant, as the
case may be (the “Tie Bidders”), the Tie Bidder who has the higher Experience Score
calculated pursuant to the RfQ shall be identified as the Selected Bidder.

3.3.3 In the event that the Highest Bidder withdraws or is not selected for any reason in the first
instance (the “First Round of Bidding”), the Authority may invite all the remaining Bidders
to revalidate or extend their respective Bid Security, as necessary, and match the Bid of the
aforesaid Highest Bidder (the “Second Round of Bidding”). If in the Second Round of
Bidding, only 1 (one) Bidder matches the Highest Bidder, it shall be the Selected Bidder. If 2
(two) or more Bidders match the said Highest Bidder in the Second Round of Bidding, then
the Bidder whose Bid was higher as compared to other Bidder(s) in the First Round of
Bidding shall be the Selected Bidder. For example, if the third and fifth Highest Bidders in
the first round of bidding offer to match the said Highest Bidder in the second round of
bidding, the said third Highest Bidder shall be the Selected Bidder.

3.3.4 In the event that no Bidder offers to match the Highest Bidder in the Second Round of
Bidding as specified in Clause 3.3.3, the Authority may, in its discretion, invite fresh Bids
(the “Third Round of Bidding”) from all Bidders except the Highest Bidder of the First
Round of Bidding, or annul the Bidding Process, as the case may be. In case the Bidders are
invited in the Third Round of Bidding to revalidate or extend their Bid Security, as necessary,
and offer fresh Bids, they shall be eligible for submission of fresh Bids provided, however,
that in such Third Round of Bidding only such Bids shall be eligible for consideration which
are higher than the Bid of the second Highest Bidder in the first round of bidding.

3.3.5 After selection, a Letter of Award (the “LoA”) shall be issued, in duplicate, by the Authority
to the Selected Bidder and the Selected Bidder shall, within 7 (seven) days of the receipt of
the LoA, sign and return the duplicate copy of the LoA in acknowledgement thereof. In the
event the duplicate copy of the LoA duly signed by the Selected Bidder is not received by the
stipulated date, the Authority may, unless it consents to extension of time for submission
thereof, appropriate the Bid Security of such Bidder as Damages on account of failure of the
Selected Bidder to acknowledge the LoA, and the next eligible Bidder may be considered.

3.3.6 After acknowledgement of the LoA as aforesaid by the Selected Bidder, itshall in accordance
with the requirement set forth in Clause 1.1.2of the RfP, incorporate the Concessionaire
within 21 (twenty one) days from the date of issue of the LoA. Thereafter, the Concessionaire
shallexecute the Agreement within the period prescribed in Clause 1.3. The Selected Bidder
shall not be entitled to seek any deviation, modification or amendment in the Agreement.

3.4 Contact during Bid Evaluation

Bids shall be deemed to be under consideration immediately after they are opened and until
such time the Authority makes official intimation of award/ rejection to the Bidders. While
the Bids are under consideration, Bidders and/ or their representatives or other interested
parties are advised to refrain save and except as required under the Bidding Documents from
contacting by any means, the Authority and/ or their employees/ representatives on matters
related to the Bids under consideration.

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4. FRAUD AND CORRUPT PRACTICES

4.1 The Bidders and their respective officers, employees, agents and advisers shall observe the
highest standard of ethics during the Bidding Process and subsequent to the issue of the LoA
and during the subsistence of the Agreement. Notwithstanding anything to the contrary
contained herein, or in the LoA or the Agreement, the Authority may reject a Bid, withdraw
the LoA, or terminate the Agreement, as the case may be, without being liable in any manner
whatsoever to the Bidder or Concessionaire, as the case may be, if it determines that the
Bidder or Concessionaire, as the case may be, has, directly or indirectly or through an agent,
engaged in corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice in the Bidding Process. In such an event, the Authority shall be entitled to
forfeit and appropriate the Bid Security or Performance Security, as the case may be, as
Damages, without prejudice to any other right or remedy that may be available to the
Authority under the Bidding Documents and/ or the Agreement or otherwise.

4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and the rights
and remedies which the Authority may have under the LoA or the Agreement, or otherwise if
a Bidder or the Concessionaire, as the case may be, is found by the Authority to have directly
or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive practice during the Bidding
Process, or after the issue of the LoA or the execution of the Agreement, such Bidder or the
Concessionaire shall not be eligible to participate in any tender or RfP issued by the Authority
during a period of 2 (two) years from the date such Bidder or Concessionaire, as the case may
be, is found by the Authority to have directly or indirectly or through an agent, engaged or
indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practices, as the case may be.

4.3 For the purposes of this Clause 4, the following terms shall have the meaning hereinafter
respectively assigned to them:

(i) “corrupt practice” means (a) the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence the actions of any person connected with
the Bidding Process (for avoidance of doubt, offering of employment to or employing
or engaging in any manner whatsoever, directly or indirectly, any official of the
Authority who is or has been associated in any manner, directly or indirectly with the
Bidding Process or the LoA or has dealt with matters concerning the Agreement or
arising there from, before or after the execution thereof, at any time prior to the expiry
of 1 (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 (b) save and except as
permitted under Clause 2.1.14 of this RfP, engaging in any manner whatsoever,
whether during the Bidding Process orafter the issue of the LoA or after the execution
of the Agreement, as the case may be, any person in respect of any matter relating to
the Project or the LoA or the 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;

(ii) “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;

(iii) “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;

(iv) “undesirable practice” means (a) establishing contact with any person connected

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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 (b) having a Conflict of Interest; and

(v) “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.

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5. PRE-BID CONFERENCE

5.1 A Pre-Bid conference of the interested parties shall be convened at the designated date, time
and place. Only those persons who have purchased the RfP document shall be allowed to
participate in the Pre-Bid conference. A maximum of 3 (three) representatives of each Bidder
shall be allowed to participate on production of authority letter from the Bidder.

5.2 During the course of Pre-Bid conference, the Bidders will be free to seek clarifications and
make suggestions for consideration of the Authority. The Authority shall endeavour to
provide clarifications and such further information as it may, in its sole discretion, consider
appropriate for facilitating a fair, transparent and competitive Bidding Process.

5.3 All clarifications sought by the Bidder with respect to the RfP and/ or related to the Project
shall be necessarily be submitted as per the format provided below. The clarification in the
specified format should be emailed to [email protected] 1 (one) day prior to the scheduled
date of Pre-Bid Conference.

5.4 Format for submitting clarification

Reference clause Clarification soughtby

S. No. Reference clause
number in the RfP the Bidder

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6. MISCELLANEOUS

6.1 The Bidding Process shall be governed by, and construed in accordance with, the laws of
India and the Courts at Pune shall have exclusive jurisdiction over all disputes arising under,
pursuant to and/ or in connection with the Bidding Process.

6.2 The Authority, in its sole discretion and without incurring any obligation or liability, reserves
the right, at any time, to;

(i) 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;

(ii) Consult with any Bidder in order to receive clarification or further information;

(iii) Retain any information and/ or evidence submitted to the Authority by, on behalf of,
and/ or in relation to any Bidder; and/ or

(iv) Independently verify, disqualify, reject and/ or accept any and all submissions or
other information and/ or evidence submitted by or on behalf of any Bidder.

6.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases the Authority, its
employees, agents and advisers, irrevocably, unconditionally, fully and finally from any and
all liability for claims, losses, damages, costs, expenses or liabilities in any way related to or
arising from the exercise of any rights and/ or performance of any obligations hereunder,
pursuant hereto and/ or in connection with the Bidding Process and waives to the fullest
extent permitted by applicable laws any and all rights and/ or claims it may have in this
respect, whether actual or contingent, whether present or in future.

6.4 The Bidding Documents and RfQ are to be taken as mutually explanatory and, unless
otherwise expressly provided elsewhere in this RfP, in the event of any conflict between them
the priority shall be in the following order:

(i) The Bidding Documents;

(ii) The RfQ.

i.e. the Bidding Documents at (a) above shall prevail over the RfQ at (b) above.

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APPENDIX-I

LETTER COMPRISING THE BID

(Refer Clause 2.11.1)

Dated: _______

Metropolitan Commissioner and CEO,

Pune Metropolitan Region Development Authority,
Survey No. 152, 153, Maharaja Sayajirao Gaikwad, Udyog Bhavan,
Aundh, Pune, 411007, Maharashtra, India.

Sub: Bid for Development of Development of Pune Metro Line III (Hinjewadi-Shivajinagar)
Project

Dear Sir,

With reference to your RfP dated _________1, I/we, having examined the Bidding Documents and
understood their contents, hereby submit my/our Bid for the aforesaid Project. The Bid is
unconditional and unqualified.

1. I/ We acknowledge that the Authority will be relying on the information provided in the Bid
and the documents accompanying the Bid for selection of the Concessionaire for the aforesaid
Project, and we certify that all information provided therein is true and correct; nothing has
been omitted which renders such information misleading; and all documents accompanying
the Bid are true copies of their respective originals.

2. This statement is made for the express purpose of our selection as Concessionaire for the
development, construction, operation and maintenance of the aforesaid Project.

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

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

5. I/ We certify that in the last 3 (three) years, we/ any of the Members or our/ their Associates
have neither failed to perform on any contract, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration award, nor been
expelled from any project or contract by any public authority nor have had any contract
terminated by any public authority for breach on our part.

6. I/ We declare that:

(a) I/ We have examined and have no reservations to the Bidding Documents, including
any addendum issued by the Authority; and

(b) I/ We do not have any conflict of interest in accordance with Clauses 2.1.13 and
2.1.14 of the RfP document; and

(c) I/ We have not directly or indirectly or through an agent engaged or indulged in any

1
All blank spaces shall be suitably filled up by the Bidder to reflect the particulars relating to such Bidder.

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corrupt practice, fraudulent practice, coercive practice, undesirable practice or

restrictive practice, as defined in Clause 4.3 of the RfP document, in respect of any
tender or request for proposals issued by or any agreement entered into with the
Authority or any other public sector enterprise or any government, Central or State;
and

(d) I/ We hereby certify that we have taken steps to ensure that in conformity with the
provisions of Section 4 of the RfP, no person acting for us or on our behalf has
engaged or will engage in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice; and

(e) The undertakings given by us along with the Application in response to the RfQ for
the Project were true and correct as on the date of making the Bid and are also true
and correct as on the Bid Due Date and I/we shall continue to abide by them.

7. I/ We understand that you may cancel the Bidding Process at any time and that you are
neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid for the
Project, without incurring any liability to the Bidders, in accordance with Clause 2.16 of the
RfP document.

8. I/ We believe that we/ our Consortium satisfy(s) the Net Worth criteria and meet(s) the
requirements as specified in the RfQ document.

9. I/ We declare that we/ any Member of the Consortium, or our/ its Associates are not a
Member of a/ any other Consortium submitting a Bid for the Project.

10. I/ We certify that in regard to matters other than security and integrity of the country, we/ any
Member of the Consortium or any of our/ their Associates have not been convicted by a Court
of Law or indicted or adverse orders passed by a regulatory authority which could cast a
doubt on our ability to undertake the Project or which relates to a grave offence that outrages
the moral sense of the community.

11. I/ We further certify that in regard to matters relating to security and integrity of the country,
we/ any Member of the Consortium or any of our/ their Associates have not been charge-
sheeted by any agency of the Government or convicted by a Court of Law.

12. I/ We further certify that no investigation by a regulatory authority is pending either against
us or against our Associates or against our CEO or any of our directors/ managers/
employees.2

13. I/ We further certify that we are not disqualified in terms of the additional criteria specified by
the Department of Disinvestment in their OM No. 6/4/2001-DD-II dated July 13, 2001, a
copy of which forms part of the RfP at Appendix-V thereof.

14. I/ We undertake that in case due to any change in facts or circumstances during the Bidding
Process, we are attracted by the provisions of disqualification in terms of the guidelines
referred to above, we shall intimate the Authority of the same immediately.

15. We acknowledge and undertake that our Consortium was pre-qualified and short-listed on the
basis of Technical Capacity and Financial Capacity of those of its Members who
2
In case the Bidder is unable to provide certification regarding any pending investigation as specified in paragraph 12, it may
precede the paragraph by the words viz. “Except as specified in Schedule ……. hereto”. The exceptions to the certification or
any disclosures relating thereto may be clearly stated in a Schedule to be attached to the Application. The Authority will
consider the contents of such Schedule and determine whether or not the exceptions/disclosures are material to the suitability
of the Bidder for award hereunder.

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shallmaintain their shareholding in the Concessionaire as per Clause 2.3.1 of the RfP
document.

We further agree and acknowledge that the aforesaid obligation shall be in addition to the
obligations contained in the Concession Agreement in respect of Change in Ownership.

16. I/ We acknowledge and agree that in the event of a change in control of an Associate whose
Technical Capacity and/ or Financial Capacity was taken into consideration for the purposes
of short-listing and pre-qualification under and in accordance with the RfQ, I/We shall inform
the Authority forthwith along with all relevant particulars and the Authority may, in its sole
discretion, disqualify our Consortium or withdraw the Letter of Award, as the case may be. I/
We further acknowledge and agree that in the event such change in control occurs after
signing of the Concession Agreement but prior to Financial Close of the Project, it would,
notwithstanding anything to the contrary contained in the Agreement, be deemed a breach
thereof, and the Concession Agreement shall be liable to be terminated without the Authority
being liable to us in any manner whatsoever.

17. I/ We understand that the Selected Bidder shall incorporate the Concessionaire as a public
limited company under the Companies Act, 2013 prior to execution of the Concession
Agreement.

18. I/ We hereby irrevocably waive any right or remedy which we may have at any stage at law
or howsoever otherwise arising to challenge or question any decision taken by the Authority
in connection with the selection of the Bidder, or in connection with the Bidding Process
itself, in respect of the above mentioned Project and the terms and implementation thereof.

19. In the event of my/ our being declared as the Selected Bidder, I/ we shall cause the
Concessionaire to enter into a Concession Agreement in accordance with the draft that has
been provided to me/us prior to the Bid Due Date. I/ We agree not to seek any changes in the
aforesaid draft and agree to abide by the same.

20. I/ We have studied all the Bidding Documents carefully and also surveyed the expected
traffic. We understand that except to the extent as expressly set forth in the Concession
Agreement, we shall have no claim, right or title arising out of any documents or information
provided to us by the Authority or in respect of any matter arising out of or relating to the
Bidding Process including the award of Concession.

21. I/ We offer a Bid Security of Rs. 61,24,00,000 (Rupees Sixty One Crores and Twenty Four
Lakhs only)to the Authority in accordance with the RfP Document.

22. The Bid Security in the form of a [Demand Draft/ Bank Guarantee]3 is attached.

23. The documents comprising the Technical Bid, as specified in Clause 2.11.1 of the RfP, have
been uploaded and submitted in a separate envelope marked as “Technical Bid”.

24. I/ We agree and understand that the Bid is subject to the provisions of the Bidding
Documents. In no case, I/we shall have any claim or right of whatsoever nature if the Project/
Concession is not awarded to me/us or our Bid is not opened or rejected.

25. The [Premium / Grant]4 has been quoted by me/us after taking into consideration all the terms
and conditions stated in the RfP, draft Concession Agreement, our own estimates of costs and
traffic and after a careful assessment of the site and all the conditions that may affect the

3
Strike out whichever is not applicable.
4
Strike out whichever is not applicable.

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Project cost and implementation of the Project.

26. I/ We agree and undertake to abide by all the terms and conditions of the RfP document.

27. We, the Consortium Members agree and undertake to be jointly and severally liable for all the
obligations of the Concessionaire under the Concession Agreement till occurrence of
Financial Close in accordance with the Concession Agreement.

28. I/ We shall keep this offer valid for 120 (one hundred and twenty) days from the Bid Due
Date specified in the RfP.

In witness thereof, I/we submit this Bid under and in accordance with the terms of the RfP.

Yours faithfully,

Date: (Signature, name and designation of the Authorised signatory)

Place: (Name and seal of Bidder/Lead Member)

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APPENDIX-II

BANK GUARANTEE FOR BID SECURITY

(Refer Clauses 1.2.4 and 2.20)

B.G. No. Dated:

1. In consideration of you, Pune Metropolitan Region Development Authority, having its office
at Survey No. 152, 153, Maharaja Sayajirao Gaikwad, Udyog Bhavan, Aundh, Pune, 411007,
Maharashtra, India (hereinafter referred to as the “Authority”, which expression shall unless
it be repugnant to the subject or context thereof include its, successors and assigns) having
agreed to receive the Bid of _________________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 Pune
Metro Line III (Hinjewadi-Shivajinagar) Project (hereinafter referred to as the “Project”)
pursuant to the RfP 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 1.2.4 and 2.20 of the RfP, irrevocably, unconditionally and without reservation
guarantee the due and faithful fulfilment and compliance of the terms and conditions of the
Bidding Documents (including the RfP) by the said Bidder and unconditionally and
irrevocably undertake to pay forthwith to the Authority an amount of Rs. 61,24,00,000
(Rupees Sixty One Crores and Twenty Four Lakhs only)as bid security (hereinafter referred
to as the “Guarantee”) as our primary obligation without any demur, reservation, recourse,
contest or protest and without reference to the Bidder if the Bidder shall fail to fulfil or
comply with all or any of the terms and conditions contained in the said Bidding Documents.

2. Any such written demand made by the Authority stating that the Bidder is in default of the
due and faithful fulfilment and compliance with the terms and conditions contained in the
Bidding Documents shall be final, conclusive and binding on the Bank.

3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and payable
under this Guarantee without any demur, reservation, recourse, contest or protest and without
any reference to the Bidder or any other person and irrespective of whether the claim of the
Authority is disputed by the Bidder or not merely on the first demand from the Authority
stating that the amount claimed is due to the Authority by reason of failure of the Bidder to
fulfil and comply with the terms and conditions contained in the Bidding Documents
including failure of the said Bidder to keep its Bid open during the Bid validity period as
setforth in the said Bidding Documents for any reason whatsoever. Any such demand made
on the Bank shall be conclusive as regards amount due and payable by the Bank under this
Guarantee. However, our liability under this Guarantee shall be restricted to an amount not
exceeding Rs. 61,24,00,000 (Rupees Sixty One Crores and Twenty Four Lakhs only).

4. This Guarantee shall be irrevocable and remain in full force for a period of 180 (one hundred
and eighty) days from the Bid Due Date inclusive of a claim period of 60 (sixty) days or for
such extended period as may be mutually agreed between the Authority and the Bidder, and
agreed to by the Bank, and shall continue to be enforceable till all amounts under this
Guarantee have been paid.

5. We, the Bank, further agree that the Authority shall be the sole judge to decide as to whether

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the Bidder is in default of due and faithful fulfilment and compliance with the terms and
conditions contained in the Bidding Documents including, inter alia, the failure of the Bidder
to keep its Bid open during the Bid validity period set forth in the said Bidding Documents,
and the decision of the Authority that the Bidder is in default as aforesaid shall be final and
binding on us, notwithstanding any differences between the Authority and the Bidder or any
dispute pending before any court, tribunal, arbitrator or any other authority.

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

7. In order to give full effect to this Guarantee, the Authority shall be entitled to treat the Bank
as the principal debtor. The Authority shall have the full liberty without affecting in any way
the liability of the Bank under this Guarantee from time to time to vary any of the terms and
conditions contained in the said Bidding Documents or to extend time for submission of the
Bids or the Bid validity period or the period for conveying acceptance of Letter of Award by
the Bidder or the period for fulfilment and compliance with all or any of the terms and
conditions contained in the said Bidding Documents by the said Bidder or to postpone for any
time and from time to time any of the powers exercisable by it against the said Bidder and
either to enforce or forbear from enforcing any of the terms and conditions contained in the
said Bidding Documents or the securities available to the Authority, and the Bank shall not be
released from its liability under these presents by any exerciseby the Authority of the liberty
with reference to the matters aforesaid or by reason of time being given to the said Bidder or
any other forbearance, act or omission on the part of the Authority or any indulgence by the
Authorityto the said Bidder or by any change in the constitution of the Authority or its
absorption, merger or amalgamation with any other person or any other matter or thing
whatsoever which under the law relating to sureties would but for this provision have the
effect of releasing the Bank from its such liability.

8. Any notice by way of request, demand or otherwise hereunder shall be sufficiently given or
made if addressed to the Bank and sent by courier or by registered mail to the Bank at the
address set forth herein.

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

[name of Bank along with branch address] and delivered at our above branch whichshall be
deemed to have been duly authorised to receive the said notice of claim.

10. It shall not be necessary for the Authority to proceed against the said Bidder before
proceeding against the Bank and the guarantee herein contained shall be enforceable against
the Bank, notwithstanding any other security which the Authority may have obtained from the
said Bidder or any other person and which shall, at the time when proceedings are taken
against the Bank hereunder, be outstanding or unrealised.

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

12. The Bank declares that it has power to issue this Guarantee and discharge the obligations
contemplated herein, the undersigned is duly authorized and has full power to execute this
Guarantee for and on behalf of the Bank.

13. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be restricted to Rs.
61,24,00,000 (Rupees Sixty One Crores and Twenty Four Lakhs only). The Bank shall be
liable to pay the said amount or any part thereof only if the Authority serves a written claim
on the Bank in accordance with paragraph 9 hereof, on or before [●] (indicate date falling 180
days after the Bid Due Date)].

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Signed and Delivered by _________________Bank

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

(Signature of the Authorised Signatory)

(Official Seal)

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APPENDIX-III

POWER OF ATTORNEY FOR SIGNING OF BID

(Refer Clause 2.1.8)

Know all men by these presents, we, _________________ (name of the Bidder and address of the
registered office) do hereby irrevocably constitute, nominate, appoint and authorise Mr. / Ms (Name),
son/daughter/wife of _________________ and presently residing at _________________, who is
presently employed with us/ the Lead Member of our Consortium and holding the position of
_________________, as our true and lawful attorney (hereinafter referred to as the “Attorney”) to do
in our name and on our behalf, all such acts, deeds and things as are necessary or required in
connection with or incidental to submission of our bid for Development of Pune Metro Line III
(Hinjewadi-Shivajinagar) Projectproposed by the Pune Metropolitan Region Development Authority
(the “Authority”) including but not limited to signing and submission of all applications, bids and
other documents and writings, participate in bidders' and other conferences and providing
information/ responses to the Authority, representing us in all matters before the Authority, signing
and execution of all contracts including the Concession Agreement and undertakings consequent to
acceptance of our bid, and generally dealing with the Authority in all matters in connection with or
relating to or arising out of our bid for the said Project and/or upon award thereof to us and/or till the
entering into of the Concession Agreement with the Authority.

AND we hereby agree to ratify and confirm and do ratify and confirm all acts, deeds and things done
or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this
Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the
powers hereby conferred shall and shall always be deemed to have been done by us.

IN WITNESS WHEREOF WE, _________________, THE ABOVE NAMED PRINCIPAL HAVE

EXECUTED THIS POWER OF ATTORNEY ON THIS _________________ DAY OF
_________________,20___

For: _________________

(Signature, name, designation and address)

Witnesses:

1.

2.

Accepted Notarised

(Signature, name, designation and address of the Attorney)

Notes:

 The mode of execution of the Power of Attorney should be in accordance with the procedure, if
any, laid down by the applicable law and the charter documents of the executants (s) and when it
is so required, the same should be under common seal affixed in accordance with the required
procedure.

 Wherever required, the Bidder should submit for verification the extract of the charter documents
and documents such as a board or shareholders’ resolution/power of attorney in favour of the

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person executing this Power of Attorney for the delegation of power hereunder on behalf of the
Bidder.

 For a Power of Attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is
being issued. However, the Power of Attorney provided by Bidders from countries that have
signed the Hague Legislation Convention, 1961 are not required to be legalized by the Indian
Embassy if it carries a conforming Apostille certificate.

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APPENDIX-IV

POWER OF ATTORNEY FOR LEAD MEMBER OF CONSORTIUM

(Refer Clause 2.1.9)

Whereas the Pune Metropolitan Region Development Authority (“the Authority”) has invited bids
from pre-qualified and short-listed parties for development of Pune Metro Line III (Hinjewadi-
Shivajinagar) Project(the “Project”).

Whereas, _________, _________,_________, and _________ (collectively the “Consortium”) being

Members of the Consortium are interested in bidding for the Project in accordance with the terms and
conditions of the Request for Proposal and other connected documents in respect of the Project, and

Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead
Member with all necessary power and authority to do for and on behalf of the Consortium, all acts,
deeds and things as may be necessary in connection with the Consortium’s bid for the Project and its
execution.

NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS

We,_________________, having our registered office at _________________, M/s.

_________________, having our registered office at _________________, and M/s.
_________________, having our registered office at _________________, [the respective names and
addresses of the registered office] (hereinafter collectively referred to as the “Principals”) do hereby
irrevocably designate, nominate, constitute, appoint and authorize M/s _________________, having
its registered office at _________________, being one of the Members of the Consortium, as the Lead
Member and true and lawful attorney of the Consortium (hereinafter referred to as the “Attorney”)
and hereby irrevocably authorize the Attorney (with power to sub-delegate) to conduct all business for
and on behalf of the Consortium and any one of us during the bidding process and, in the event the
Consortium is awarded the Project, during the execution of the Project, and in this regard, to do on our
behalf and on behalf of the Consortium, all or any of such acts, deeds or things as are necessary or
required or incidental to the submission of its bid for the Project, including but not limited to signing
and submission of all applications, bids and other documents and writings, accept the Letter of
Award, participate in bidders’ and other conferences, respond to queries, submit information/
documents, sign and execute contracts and undertakings consequent to acceptance of the bid of the
Consortium and generally to represent the Consortium in all its dealings with the Authority, and/ or
any other Government Agency or any person, in all matters in connection with or relating to or arising
out of the Consortium’s bid for the Project and/ or upon award thereof till the Concession Agreement
is entered into with the Authority.

AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things
done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by
this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the
powers hereby conferred shall and shall always be deemed to have been done by us/ Consortium.

IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS

POWER OF ATTORNEY ON THIS _________________ DAY OF _________________, 20___

For:_________________
(Signature, Name & Title)

For:_________________
(Signature, Name & Title)

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For:_________________
(Signature, Name & Title)

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

Witnesses:

1.

2.

Notes:

 The mode of execution of the Power of Attorney should be in accordance with the procedure, if
any, laid down by the applicable law and the charter documents of the executant(s) and when it is
so required, the same should be under common seal affixed in accordance with the required
procedure.

 Wherever required, the Bidder should submit for verification the extract of the charter documents
and documents such as a board or shareholders’ resolution/ power of attorney in favour of the
person executing this Power of Attorney for the delegation of power hereunder on behalf of the
Bidder.

 For a Power of Attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is
being issued.However, the Power of Attorney provided by Bidders from countries that have
signed the Hague Legislation Convention 1961 are not required to be legalised by the Indian
Embassy if it carries a conforming Appostille certificate.

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APPENDIX-V

GUIDELINES OF THE DEPARTMENT OF DISINVESTMENT

(Refer Clause1.2.1)

No. 6/4/2001-DD-II
Government of India
Department of Disinvestment

Block 14, CGO Complex

New Delhi.
Dated 13th July 2001.

OFFICE MEMORANDUM

Sub: Guidelines5 for qualification of Bidders seeking to acquire stakes in Public Sector Enterprises
through the process of disinvestment

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

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

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

(c) In both (a) and (b), disqualification shall continue for a period that Government deems
appropriate.

(d) Any entity, which is disqualified from participating in the disinvestment process, would not
be allowed to remain associated with it or get associated merely because it has preferred an
appeal against the order based on which it has been disqualified. The mere pendency of
appeal will have no effect on the disqualification.

(e) The disqualification criteria would come into effect immediately and would apply to all
bidders for various disinvestment transactions, which have not been completed as yet.

(f) Before disqualifying a concern, a Show Cause Notice why it should not be disqualified would

5
These guidelines may be modified or substituted by the Government from time to time.

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be issued to it and it would be given an opportunity to explain its position.

(g) Henceforth, these criteria will be prescribed in the advertisements seeking Expression of
Interest (EOI) from the interested parties. The interested parties would be required to provide
the information on the above criteria, along with their Expressions of Interest (EOI).The
bidders shall be required to provide with their EOI an undertaking to the effect that no
investigation by a regulatory authority is pending against them. In case any investigation is
pending against the concern or its sister concern or against its CEO or any of its Directors/
Managers/ employees, full details of such investigation including the name of the
investigating agency, the charge/ offence for which the investigation has been launched, name
and designation of persons against whom the investigation has been launched and other
relevant information should be disclosed, to the satisfaction of the Government. For other
criteria also, a similar undertaking shall be obtained along with EOI.

sd/-
(A.K. Tewari)
Under Secretary to the Government of India

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APPENDIX-VI

FORMAT FOR FINANCIAL BID

We hereby submit our Financial Bid as given in the following table for undertaking the development
of Pune Metro Line III (Hinjewadi-Shivajinagar) Project in accordance with the Bidding Documents
and the Agreement.

Premium/ Grant
Figures
Words

Note: By submitting its Bid, the Bidder acknowledges that the amount quoted in the Financial Bid is
exclusive of the applicable taxes.

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APPENDIX-VII

GUIDELINES TO BIDDERS ON THE OPERATIONS OF THE E-TENDERING SYSTEM

Bidders are requested to refer to the e-tendering toolkit for Bidders available online at
http://maharashtra.etenders.in/mah/index.asp to understand the process of setting up the system or
alternatively, contact the Helpdesk Support Team on information/ guidance on the process of setting
up the system.

Bidders may contact the Helpdesk Support Team for details or any difficulties with respect to
submitting their Bids online, on the following contact numbers:

Landline Number: 0120-4200462/ 4001002

Toll Free Number: - 180030702232
Mobile Number: +91 8826246593

OR

Email ID: [email protected]

Bidders may also contact the Authority officials for any assistance regarding tender on the following:

Mr. Chandrakant Jawale,

Superintending Engineer,
PMRDA office,
Email: [email protected],
Mobile No. +91 9881359999

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