154092688 rfp32sites

Request for Proposal (RFP)
For
Development of Vacant sites of APSRTC
at 32 Places
Under Build, Operate and Transfer (B.O.T.)
Scheme

`
This RFP contains the following:
Volume -I Instructions to Bidders
Volume -II Formats for Bid Submissions
Volume -III Development Controls & Technical
Specifications
Volume -IV Draft Authorisation Agreement

`
Andhra Pradesh State Road Transport Corporation
at 32 Places
Under Build, Operate & Transfer (B.O.T.)
Scheme
REQUEST FOR PROPOSAL
VOLUME 1- INSTRUCTION TO BIDDERS

Development of vacant sites of APSRTC at 32 places under B.O.T Scheme Volume I
Instruction to
BiddersREQUEST FOR PROPOSAL, APSRTC
Bidder
[1]
TABLE OF CONTENTS
Schedule of Bidding Process
2
Disclaimer 3
1. INVITATION TO BIDS 5
2. BID SUMMARY 8
3. DEFINITIONS AND INTERPRETATIONS 14
4. GENERAL INFORMATION AND INSTRUCTIONS 18
5. BIDDING PROCESS 30
6. PREPARATION AND SUBMISSION OF BIDS 31
7. BID OPENING AND EVALUATION 36
8. AWARD OF PROJECT / SIGNING OF
AUTHORISATION AGREEMENT
41
9. CORRUPT AND FRAUDULENT PRACTICES 45

Instruction to
Bidder
[2]
SCHEDULE OF BIDDING PROCESS:
Sl.
No
Event Description Schedule Date
1. Issue of RFP Documents From 10.06.2013 to 23.07.2013
2. Pre-Bid Conference
27.06.2013 at 15.00 Hrs,
Conference Hall, I Floor,
Bus Bhavan, Hyderabad
3. Last date for receiving queries 04.07.2013
4. Response to Queries latest by 12.07.2013
5. Due Date and time for
submission of Bids
25.07.2013 till 15.00 Hrs.
6. Opening of Bids At 16.00 Hrs on 25.07.2013.

Instruction to
Bidder
[3]
DISCLAIMER
The information contained in this Request for Proposal document (the “RFP”) or subsequently
provided in writing to Bidder(s) on any media by or on behalf of Andhra Pradesh State Road
Transport Corporation (APSRTC) or any of their employees or advisors, is provided to Bidder(s)
on the terms and conditions set out in this RFP and such other terms and conditions subject to
which such information is provided.
This RFP is not an agreement and is neither an offer nor invitation by APSRTC 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 preparing their bid (“Bid”). This RFP includes
statements, which reflect various assumptions and assessments arrived at by APSRTC 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 APSRTC, 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 this RFP 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
depends upon interpretation of law. The information given is not an exhaustive account of
statutory requirements and should not be regarded as a complete or authoritative statement of law.
APSRTC accepts no responsibility for the accuracy or otherwise for any interpretation or opinion
on law expressed herein.
APSRTC, its employees and advisors make no representation or warranty and shall have no
liability to any person, including any Bidders 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.
APSRTC 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.
APSRTC 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 APSRTC is bound to select a Bidder or to appoint the
Selected Bidder or Authorisee, as the case may be, for the Project and APSRTC 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

Instruction to
Bidder
[4]
associated with any demonstrations or presentations which may be required by APSRTC or any
other costs incurred in connection with or relating to its Bid. All such costs and expenses will
remain with the Bidder and APSRTC 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.

Instruction to
Bidder
[5]
INVITATION TO BIDS
To
_________________________________
_________________________________
_________________________________
Sir:
1. Andhra Pradesh State Road Transport Corporation (APSRTC), one of the largest Public
Transport Corporation in the world, envisages “Development of vacant sites of APSRTC
at 32 Places”, with Private Sector Participation.
APSRTC has constructed 218 bus depots and 775 bus stations across the state to serve
the needs of the bus commuters. To meet its infrastructure needs, and to undertake
development of new infrastructure and up gradation of existing infrastructure, there is a
need to have access to financial resources. APSRTC intends to utilize some of the prime
land parcels belonging to it for commercial development to generate resources on a
continuous and sustainable basis and envisage providing quality amenity facilities to the
passengers/ commuters.
APSRTC is issuing Request for Proposal (RFP) document and inviting sealed Bids from
interested Bidders for the Design, Finance, Construction, Operations and Maintenance of
the said Project. The project is proposed to be implemented on a Build (Design and
Finance), Operate and Transfer (the “BOT”) basis. The RFP document for the project
comprises of the following:
Volume – I Instruction to Bidders
Volume- II Formats for Bid Submission
Part A : Formats for Bid Submission (Outer Envelope)
Part B : Formats for Technical Bid (Envelope I)
Part C : Formats for Price Bid (Envelope 2)
Volume – III Development Controls and Technical Specifications
Volume – IV Draft Authorisation Agreement
2. Bidders are allowed to bid for one or more Projects based on the Eligibility Criteria and
evaluation parameters stipulated in the RFP document. However, separate Bids have to
be submitted for each Project.
3. The broad scope of work for the Authorisee includes designing, financing, constructing,
operating and maintaining the Project in accordance with the terms of the Authorisation
Agreement.
4. The Bidder can be a single entity or a group of entities coming together (the
“Consortium”) or firms.

Instruction to
Bidder
[6]
5. The RFP can be obtained from the address given in paragraph 7 hereof on payment of a
non-refundable fee of Rs 11,450/- [Rupees eleven thousand four hundred and fifty only]
by way of demand draft drawn on a Nationalised/Scheduled (except Co-operative) bank
in favour of Financial Advisor, “Andhra Pradesh State Road Transport Corporation”, and
payable at Hyderabad.
6. Alternatively, the Bidders can download the RFP documents from the website:
www.apsrtc.gov.in and attach the Demand Draft towards the cost of the RFP, along with
the bid submission.
7. The Bid comprising of “Technical Proposal” and “Price Bid” in two separate
envelopes placed in an outer envelope along with Bid Security etc. as specified in the
RFP shall be delivered at the address given below.
Director (Central Projects),
Andhra Pradesh State Road Transportation Corporation
First Floor (Block – A)
Bus Bhavan, Musheerabad,
Hyderabad – 500 020
Tel : 040-27615776
8. The Bids should reach not later than 15:00 Hrs (IST) on the date specified in the
‘Schedule of Bidding Process’ above. In the event that the Due Date for the Bid
submission is a holiday for APSRTC, the next working day will be the date of
submission. Interested applicants /bidders may obtain further information from the office
specified in paragraph 7.
9. A Bid Security for each Project for which the Bidder is submitting its Bid, equivalent to
an amount mentioned in the Data Sheet (Appendix -A10) of the RFP shall be submitted
in the form of Demand Draft issued by a Nationalised Bank / Scheduled (except Co-
operative) Bank, in favour of “Financial Advisor, Andhra Pradesh State Road Transport
Corporation” and payable at Hyderabad shall accompany the Bids.
10. The Bids shall be filled in English and all entries must be typed and written in blue/ black
ink. Initials of the authorized representative of the bidder must attest all erasures and
alterations made if any while filling the Bids. Over-writing of figures in Financial Bid is
not permitted. Failure to comply with any of these conditions may render the Bid invalid.
11. Neither APSRTC shall be responsible for any costs or expenses incurred by the Bidders
in connection with the preparation and delivery of bids, including costs and expenses
related to visits to the sites. APSRTC reserves the rights to cancel, terminate, change or
modify this procurement/bid process and/or requirements of bidding stated in the RFP,
without assigning any reason or providing any notice and without accepting any liability
for the same.

Instruction to
Bidder
[7]
12. A Pre-Bid conference will be held at Hyderabad on 27.06.2013. During the course of Pre-
Bid conferences, the Bidders will be free to seek clarifications and make suggestions for
consideration of APSRTC. APSRTC shall endeavor 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.
13. The bid evaluation process is detailed in Instructions to Bidders (Volume I of the RFP
Document). The Eligibility Criteria would be evaluated based on the Technical Capacity
and Financial Capacity set forth in the RFP. The Technical Bids of only those firms/
consortia that qualify the Eligibility Criteria as indicated at 4.4.3 & 4.4.4 of RFP would
be opened. Technical Proposal shall only be checked for its adequacy and does not
constitute criteria for evaluation. No weightage shall be given to the Technical Proposal
in so far the selection of the Bidder is concerned will be evaluated as per the criteria laid
down in the RFP.
14. The Bidders adjudged as responsive in terms of Section 4.4 of the RFP, demonstrating
the Technical Capacity and having Threshold Financial Capacity and whose Technical
Proposal is found to be adequate would be deemed as “Qualified Bidders”. The
Financial Bids of only the Qualified Bidders would be opened and evaluated.
15. The date & time of Opening of Financial Bid will be communicated in writing to the
Bidders, at a later date.
Date:
For Andhra Pradesh State Road Transport Corporation
[Designation and seal]
Director (Central Projects)

Instruction to
Bidder
[8]
2. BID SUMMARY
Sl. No. Key Information Details
Project Details
1. Project Selection of Private Developer for Development of
Commercial Facilities at 32 vacant sites of APSRTC
under Build, Operate & Transfer (B.O.T) Scheme.
2. Project Site The details of the Project Site area are set out in Data
Sheet (Appendix A10).
3. Grantor Andhra Pradesh State Road Transport Corporation
(APSRTC), Government of Andhra Pradesh.
4. Project Facilities Facilities on the Project Site, any other asset comprised
therein and / or forming part thereof as on the Agreement
Date and shall include all facilities, services and all assets
comprised therein which the Authorisee may build,
provide or procure within the Project Site, consistent with
Good Industry Practice and the terms of this Agreement.
5. Mandatory facility The Authorisee Shall provide the Grantor with at least
200 sq. ft. of built-up space (including toilet facility) in
any floor within the Project Facility along with 2 car
equivalent parking space free of cost. Also Compound
wall of required height has to be constructed along the
RTC boundary by the bidder at its cost.
6. Suggested
Project Components
• Development of Commercial Space comprising
Hospitality, Retail, Office spaces etc as per the
applicable Development Controls and best use option
of the developer
• Parking as per requirement and the Applicable
Byelaws.
7. Development
Guidelines/ Controls
As per Municipal and any other Statuary Authorities.
8. Technical
Specifications
As per applicable BIS Codes, National Building Codes
and other Indian & International Standards.
Implementation Format
9. Implementation
Format
Public Private Partnership (PPP) Format
10. Institutional
Structure
for Implementation
Formation of Special Purpose Company (SPC) under
Companies Act of India, 1956 to be incorporated by the
Selected Bidder/ Consortium.
11. Authorisation Format Build (Design and Finance), Operate and Transfer
12. Scheduled Project
Completion Date
24 months from the date of signing of Authorisation
Agreement.

Instruction to
Bidder
[9]
13. Authorisation Period 33 years from the Date of signing of Authorisation
Agreement.
At the end of the Authorisation Period, the Commercial
Facilities shall have to be transferred back to APSRTC as
per the terms and conditions specified in the RFP
document.
Additional 25 years of extension would be offered to the
Authorisee on “Right of First Refusal” basis.
Eligibility Criteria for Bidders
14. Financial Criteria The details of the same are set out in as mentioned in
Clause and as per Appendix - A12.
15. Experience Criteria The details of the same are set out in as mentioned in
Clause and as per Appendix – A11.
16. Qualification through
Affiliate (if any)
The Bidder can draw upon the Technical Experience and
Financial Capability of one of its Associates.
For the purpose hereof, Associate means, in relation to the
Bidder/Consortium member, a person who controls, is
controlled by, or is under the common control with such
Bidder/Consortium member. 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,
whether by operation of law or by contract or otherwise.
Bid Conditions & Evaluation
17. Upfront
Authorisation
Premium (UAP)
(Bid Parameter)
The Bidder shall specify (in Indian Rupees) the Premium,
offered by him to APSRTC, to undertake the Project in
accordance with this RFP and the provisions of the
Authorisation Agreement. Only the Financial Bid which is
higher than the Base Premium as mentioned in the Data
Sheet (Appendix -A10) shall be considered for
evaluation. The Bidder quoting the highest amount as
Premium for a Project shall be the Selected Bidder.
APSRTC reserves the right to reject all the Bids being less
than the Base Premium.

Instruction to
Bidder
[10]
The UAP payable to APSRTC as below:
The Authorisee shall pay the 1st installment i.e. 50%
Upfront Premium as a pre-condition for signing
Authorisation Agreement.
The balance 50% i.e., 2nd installment Upfront premium
shall be paid on or before 365 days from the date of
signing of agreement.
18. Annual Premiums The Authorisee shall pay the Annual Premiums to
APSRTC during the Authorisation period of 33 years. The
Annual Premium for Base year (1st
year) is provided in
Data Sheet (Appendix -A10). The Annual Premium shall
increase by 5% (five percent) every year throughout the
Authorisation period.
19. Revenue Share /
Additional
Development
Premium
The selected developer has to pay 3% Gross Revenue
towards the revenue share to Grantor from the Fourth year
onwards. i.e. after completion of 3 years (irrespective of
COD) from the date of signing of agreement subject to a
minimum amount as specified in (Appendix - A10). The
Additional Development Premium (ADP) shall increase
by 5% (five percent) every year throughout the
Authorisation period.
20. Project Development
Fee
The Selected Bidder shall be required to make a non
refundable payment plus applicable service tax, education
cess etc. for an amount as provided in Data Sheet
(Appendix - A10) towards Project Development fee. The
amount shall be paid simultaneous with acknowledgement
of the Letter of Intent and before the signing of
Authorisation Agreement, by way of Demand Drafts from
a Scheduled Bank (except Co-operative) in favour of
“Financial Advisor, Andhra Pradesh State Road Transport
Corporation” payable at Hyderabad.
21. Bid Validity 180 days from the Bid Due Date
22. Bid Security The Bidder shall submit Bid Security for an amount as
provided in Data Sheet (Appendix A10). The Bid
Security shall be submitted in the form of Demand Draft
issued by a Nationalised Bank / Scheduled (except Co-
operative) Bank of India in favour of “Financial Advisor,
Andhra Pradesh State Road Transport Corporation” and
payable at Hyderabad shall accompany the Bids.

Instruction to
Bidder
[11]
23. Performance Security The Authorisee shall submit the Performance Security for
an amount as specified in the Data Sheet (Appendix
A10), in the form of Bank Guaranty on or before signing
of Authorisation Agreement valid for 48 months (Four
Years) from the date of signing of Authorisation
Agreement.
24. Bid Evaluation Outer Envelope: Mandatory Compliance along with Bid
Security
Envelope 1 Financial Capability, experience Statements
& Technical details .
Envelope 2 (Price Bid): Highest amount of Upfront
Authorization Premium quoted
Bid Submissions
25. Outer Envelope a. Check List of Submissions.
b. Letter of Bid in the prescribed format (Appendix –
A2) along with Annexes and supporting documents;
c. Proof of purchase of the RFP document.
d. Bid security for the amount specified in Data Sheet
(Appendix A10) in the form of Demand Draft.
e. Power of Attorney for signing of Bid in the
prescribed format (Appendix – A8);
f. If applicable, the Power of Attorney for Lead
Member of Consortium in the prescribed format
(Appendix – A7);
g. In case where the Bidder is:
• A company: Copy of Memorandum and Articles
of Association,
• A registered partnership firm - a registration
certificate of the firm issued by the registrar of
firms and the partnership deed executed between
the partners
• A registered proprietorship firm - copies of
telephone/electricity/mobile bill, PAN, latest
income tax return indicating there in the name,
residential address, registration certificate from
the registrar of the state, and copies of service tax
and central excise registration certificate;

Instruction to
Bidder
[12]
h. Copies of single entity’s or each Consortium
Member’s duly audited annual reports for the
preceding three years.
i. If applicable, the certificate from the Statutory
Auditor/ Independent Auditor for Associate; and
j. A copy of the Authorisation Agreement with each
page initialed by the person signing the Bid in
pursuance of the Power of Attorney referred to in
sub-clause (e) hereinabove
k. Technical Capacity of the Bidder provided at
Appendix – B3, along with Certificate from
statutory auditor/ independent auditor for Technical
Capacity.
l. Financial Capacity of the Bidder provided at
Appendix – B2, along with Certificate from
statutory auditor/ independent auditor for Financial
Capacity. Certificate from statutory auditor/
independent auditor for Associate provided.
m. Anti Collusion Certificate (Appendix –A13)
n. Anti Blacklisting Affidavit (Appendix –A14)
26. Envelope – 1:
“Technical Proposal” Bidders are required to submit Capability Statement
consisting of Financial eligibility and Construction
experience in Envelope I of the Bid submission as
detailed in RFP. The documents required to be submitted
are as below:
For Experience Criteria :
Proof of Project Completion
Certified details regarding built up area and Project Cost.
For Financial Criteria :
Audited Annul Accounts of last three financial years
(2010-11, 2011-12 & 2012-13).
Statutory Auditor’s Certificates regarding financial
details.
27. Envelope - 2
“Price Bid”
The Bidders shall be required to submit their Price Bids in
the format as provided in the RFP (Appendix - C1) duly
filled and signed.
28. Signing of
Authorisation
Agreement
After selection, a Letter of Intent (the “LOI”) shall be
issued, in duplicate (as per the format set out in Appendix
–1), by APSRTC to the Selected Bidder and the Selected
Bidder shall, within 7 days of the receipt of the LOI, sign

Instruction to
Bidder
[13]
and return the duplicate copy of the LOI in
acknowledgement thereof. In the event the duplicate copy
of the LOI duly signed by the Selected Bidder is not
received by the stipulated date, APSRTC may, unless it
consents to extension of time for submission thereof,
appropriate the Bid Security of such Bidder, and the next
eligible Bidder may be considered.
After acknowledgement of the LOI as aforesaid by the
Selected Bidder, it shall execute the Authorisation
Agreement within 45 days from the date of issue of LOI.
The Selected Bidder shall not be entitled to seek any
deviation in the Authorisation Agreement.
(a) Issue of RFP 10.06.2013 to 23.07.2013
(b) Pre-bid conference 27.06.2013
(c) Due Date for receipt of Bids 25.07.2013 (Up to 15.00 Hrs.)
(d) Date And Time of Opening of Bids 25.07.2013 @ 16.00 Hrs.

Instruction to
Bidder
[14]
DEFINITIONS AND INTERPRETATION
3.1 Definitions
‘Advisor’ or ‘Project Advisor’ shall mean any Consultant or Agency hired by APSRTC
‘Affiliate’ means a Company that directly or indirectly controls, through one or more
intermediaries, or is directly controlled by, or is under the common control of the Bidding
Company, ‘Control’ as used here, means ownership by one company of more than 50%of the
voting rights of the other company.
‘APSRTC’ shall mean Andhra Pradesh State Road Transport Corporation.
‘Annual Premium’ means the Annual Premium payable by the Authorisee to the Grantor
pursuant to the Land Lease Deed and Authorisation Agreement.
Advance Premium” means the Interest Free Security Deposit, payable by the Authorisee to the
Grantor, pursuant to the Authorization Agreement and Land Lease Deed. The Authorisee shall
pay Advance Annual Premium equaling 1st
Year Annual Premium, at the time of agreement. As
the Annual Premium payable every year is different, the Authorisee shall ensure every year, that
APSRTC shall have Advance Premium equaling to Annual Premium of that year, by paying the
difference amount every year, along with Annual Premium of that year.
‘Authorization Agreement’ shall mean the agreement entered into by and between the Andhra
Pradesh State Road Transport Corporation (APSRTC) and the Authorisee.
‘Authorization Period’ shall mean the period of 33 years from the ‘Date of Signing
Authorization Agreement, including construction period.
‘Authorisee’ shall mean the Preferred Bidder/ Project Company incorporated by Consortium
under Companies Act of India, 1956 who has been selected and nominated by the Andhra
Pradesh State Road Transport Corporation to implement the Project on the terms and conditions
stipulated in the Authorisation Agreement.
‘Bid or Detailed Bid or Proposal’ shall mean the Bid (Technical and Price Bids) submitted by
the Bidder in response to the RFP including clarifications and/or amendments to RFP, if any.
‘Bid Security’ shall mean the Demand Draft / Pay Order furnished by the Bidder, as stipulated in
the RFP document.
‘Bidder’ shall mean applicant who has been issued with the RFP and submitted his Bid in
response to the RFP.
“Bid Evaluation Committee” shall mean the committee constituted by APSRTC for evaluating
the Bids
‘BOT’ shall mean Build, Operate and Transfer.
‘Built up area” means the covered area of a building at all floor-levels added together, excluding
parking areas.
‘Commercial Operation’ means the use of the Project Facilities for commercial purposes by the
levy, charging, demanding, collecting, realizing, retaining and appropriating of Tariff;

Instruction to
Bidder
[15]
‘Commercial Operation Date’ or ‘COD’ means the dates on which the Grantor issues the
Completion Certificate;
‘Completion Certificate’ means the certificate issued by the Grantor in the manner set out as per
terms of RFP/Authorization Agreement;
‘Compliance Date’ shall be as defined in the Draft Authorization Agreement.
‘Condition Precedent’ means the conditions that are to be fulfilled by both, the Authorisee and
the Grantor as detailed out in the RFP document / Authorization Agreement;
‘Consortium’ shall mean the group of legally constituted entities, who have come together and
have agreed or have formed an understanding (in writing) for implementing the Project, subject to
the terms of this RFP.
‘Consortium Agreement’ shall mean an agreement to be entered into amongst all the Members
of the Consortium and forming part of their Bid.
‘Developer’ shall have the same meaning as described to the term ‘Preferred Bidder’.
‘Due Date’ shall mean the last date for submission/receipt of the Bid, as mentioned in the RFP
document.
‘Financial Bid’ or ‘Price Bid’ shall have the meaning as set forth in the RFP documents.
‘Financial Year’ shall mean year starting from 1st
April to 31st
March. In case Bidder’s
financial/accounting years are different from the above, the immediate past financial/ accounting
years of the Bidders as per their annual reports shall be applicable for the evaluation.
‘Firm/Company’ shall mean a single legal entity, which is a Registered Body, Government
Agency or Statutory Body.
‘Land Lease Deed’ shall mean an agreement/ deed entered into by and between the
Andhra Pradesh State Road Transport Corporation and Authorisee and the Preferred
Bidder..
‘Grantor’ shall mean Andhra Pradesh State Road Transport Corporation (APSRTC).
‘Lead Member’ shall mean in case of a Consortium, the firm nominated to act as Lead Member
of the Consortium at the RFP stage, which qualifies as per the Eligibility Criteria, and which shall
continue to be the leader and be authorized as such for submission of Bid. The Lead Member will
represent the Consortium on all matters pertaining to the RFP and shall have the primary
responsibility of developing and implementing the Project.
‘Lenders’ shall mean any person(s)/ firm(s) based in India or abroad providing financial
assistance, loans, hire purchase facilities, funds, lease finance or other credit facilities to the
Project under any financing agreements.
‘Letter of Intent’ or ‘LoI’ shall mean the letter to be issued by APSRTC to the Preferred Bidder
conveying intention of award of the Project/Authorization, in accordance with the terms of this
RFP.
‘Minimum Development Obligations’ or “Essential Facilities” shall mean Minimum
development Obligations and Requirements to be met by the Preferred Bidder in implementation
of the Project; the details of the Minimum Development Obligations are given in this RFP.
‘Off-site Infrastructure’ shall mean external connecting infrastructure (infrastructure up to the
project site limits).

Instruction to
Bidder
[16]
‘Operations Period’ means the period commencing from COD and ending on the expiry or prior
termination of the Authorization Agreement/Authorisation Period.
‘Performance Security’ shall mean the irrevocable & unconditional bank guarantee furnished by
the Preferred Bidder prior to the signing of Authorization Agreement in terms of the RFP.
‘Power of Attorney’ shall mean the Power of Attorney in the format provided in RFP, to be
furnished by the Bidder/Consortium, Authorizing a person to sign the Bid and act for and on
behalf of the Bidder/Consortium during the Bidding process.
‘Preferred Bidder’ shall mean the successful Bidder, selected as a result of the Bid evaluation
process as set forth in this RFP document.
‘Project Agreements’ shall mean Authorization Agreement, Land Lease Deed and any other
legal documents as mutually agreed to between the APSRTC and the Authorisee, necessary for
implementing the Project.
‘Project Completion Period’ shall mean the total period in which the construction of the total
permissible built-up area (based on development guidelines applicable on the date of signing of
Authorization Agreement) and certified by Grantor.
‘Project Company’ shall mean the company to be set up by the Consortium /Preferred Bidder, if
required, as one of the purposes of implementing the Project under Companies Act, 1956.
‘Request for Proposal or RFP’ shall mean the Bid documents comprising Sections I to IV and
any other addendums issued thereon.
‘Taxes and Duties’ shall mean all taxes (including Property taxes), Service Tax, duties, fees etc.
payable as per applicable laws in India in connection with the development, operation and
management of the Project.
‘Technical Criteria’ shall mean the criteria stipulated in the RFP, which is required to be
complied by the Bidder based on his Technical Bid to become eligible for opening and evaluation
of his Price Bid.

Instruction to
Bidder
[17]
3.2 Interpretation
In the interpretation of this RFP, unless the context otherwise requires:
1. The singular of any defined term includes the plural and vice versa, and any word or
expression defined in the singular has the corresponding meaning used in the plural
and vice versa;
2. A reference to any gender includes the other gender;
3. Unless otherwise stated, a reference to a Clause, Sub-Clause, Paragraph,
Subparagraph, , Exhibit, Attachment, Schedule or Recital is a reference to a Clause,
Sub-Clause, Paragraph, Subparagraph, Appendix, Exhibit, Attachment, Schedule or
Recital of this RFP;
4. A reference to any agreement is a reference to that agreement and all appendices,
attachments, exhibits, schedules, appendices and the like incorporated therein, as the
same may be amended, modified, supplemented, waived, varied, added to,
substituted, replaced, renewed or extended, from time to time, in accordance with the
terms thereof;
5. The terms “include” and “including” shall be deemed to be followed by the words
“without limitation”, whether or not so followed;
6. Any reference to a person shall include such person’s legal heirs and permitted
assignees;
7. A reference to a “writing” or “written” includes printing, typing, lithography and
other means of reproducing words in a visible form;
8. Any date or period set forth in this RFP shall be such date or period as may be
extended pursuant to the terms of this RFP;
9. A reference to “month” shall mean a calendar month, a reference to “week” shall
mean a calendar week and a reference to “day” shall mean a calendar day, unless
otherwise specified.
10. The terms "hereof, "herein", "hereto", "hereunder" or similar expressions used in this
RFP mean and refer to this RFP and not to any particular Article, Clause or Section
of this RFP. The terms "Article", "Clause", “Paragraph” and “Schedule” mean and
refer to the Article, Clause, Paragraph and Schedule of this RFP so specified;
11. In the case of any conflict, discrepancy or repugnancy between the provisions of RFP
and any other documents, provisions of the Authorisation Agreement and Land Lease
Deed shall prevail over and supersede the provisions of other documents.
12. The descriptive headings of Articles and Sections are inserted solely for convenience
of reference and are not intended as complete or accurate descriptions of content
thereof and shall not be used to interpret the provisions of this Agreement;
13. All capitalized words and expressions used in RFP document but not defined therein
shall have the same meaning as ascribed to them in the Authorisation Agreement.

Instruction to
Bidder
[18]
4.0 GENERAL INFORMATION AND INSTRUCTIONS
4.1 Contents of the RFP Document:
The RFP documents are those stated below, and should be read in conjunction with any
Addenda issued in accordance with Sub-clause 4.12.
Volume I : Instruction to Bidders
Volume II : Formats for Bids Submission (Appendices)
Volume III : Development Controls and Technical Specification
Volume IV : Draft Authorisation Agreement
4.2 General instructions
4.2.1 This section should be read in conjunction with other sections of RFP. The
words and expressions, which are defined in this Section of RFP i.e.
Instructions to Bidders (ITB), have the same meaning when used in the other
Sections of RFP, unless separately defined.
4.2.2 The ITB sets out the bidding procedure and provides necessary details for the
Bidders to prepare their Bid. The prescribed formats for submission of Bids are as
per the Section-III of the RFP.
4.2.3 The Bidders are advised to submit their Bids complying with the requirements
stipulated in the RFP document. The Bids may be rendered disqualified in case of
receipt of incomplete Bids and/or the information is not submitted as per the
prescribed formats.
4.2.4 Bidders are allowed to bid for one or more Projects based on the Eligibility Criteria
and evaluation parameters stipulated in this RFP document.
This RFP document is common for all the Projects. It may be noted, however, that
for all intents and purposes the Projects are independent of each other and separate
agreements shall be executed by APSRTC for each Project with the Selected Bidder
(hereinafter referred to as the “Authorisation Agreement”).
The Bid submission of the Bidder shall be considered only for the Project(s), for
which the Bidder has explicitly submitted its Bid.

Instruction to
Bidder
[19]
4.2.5 Bidders are encouraged to submit their respective Bids after visiting the Project site
and ascertaining for themselves the site conditions, location, surroundings, climate,
availability of power, water 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. Bidder shall carry out any surveys,
investigations etc. at its own cost and risk.
It shall be deemed that by submitting a Bid, the Bidder has:
(a) made a complete and careful examination of the Bidding Documents;
(b) received all relevant information requested from the APSRTC;
(c) acknowledged and accepted the risk of inadequacy, error or mistake in the
information provided in the Bidding Documents or furnished by or on behalf of
the APSRTC relating to any of the matters referred to in Clause 4.2.5 above;
(d) satisfied itself about all matters, things and information including matters referred
to in Clause 4.2.5 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;
(e) acknowledged and agreed that inadequacy, lack of completeness or incorrectness
of information provided in the Bidding Documents or ignorance of any of the
matters referred to in Clause 4.2.5 herein above 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 APSRTC, or a ground for termination of the
Concession Agreement; and
(f) agreed to be bound by the undertakings provided by it under and in terms hereof.
4.3 Bidder’s Responsibility for Data in the RFP
4.3.1 While preparing the Bid, the Bidder shall consider the information provided in this
RFP, in totality.
4.3.2 The Bidders shall be wholly responsible for all the details of their Bids, the physical
and site conditions, the execution methodology, etc. In essence, after the Bid is
submitted, the Bidder shall be the ‘owner’ of all the data, which forms the basis of
the Bid and shall have no claims whatsoever on APSRTC or its agencies regarding
the accuracy of the data or designs, drawings & concept plans etc furnished in this
RFP.
Bidder shall carry out any surveys, investigations etc. at its own cost and risk.

Instruction to
Bidder
[20]
4.4 Bidder’s Eligibility Criteria
4.4.1 General Eligibility
(a) This invitation of Bid is open to all interested Bidders, who may either be a
single entity or a group of entities (hereinafter referred to as Consortium) coming
together to implement the Project.
(b) All firms/Companies /consortia, who have purchased this RFP document as
specified in Clause 4.6 of this RFP Document, subject to their meeting the
specific criteria set forth in the RFP, will be considered.
(c) A firm/company cannot participate as a Lead Member or Member of more than
one Consortium.
(d) Bids submitted by a Consortium of two or more entities as members shall comply
with the following requirements:
(i) Consortium Agreement duly signed by all the members of the
Consortium shall be submitted along with the Bid. The other members
shall nominate one of the members of the Consortium thereof as the Lead
Member (subject to fulfilling the conditions stipulated in the RFP.)
(ii) The Consortium Agreement shall clearly state the roles &
responsibilities, proposed to be shared, among the members of
Consortium during project execution and implementation.
(iii) The Lead Member shall be Authorized by all members of the
Consortium to act for and on behalf of the Consortium including
interacting with APSRTC, receive instructions and furnishing Bid
Security etc.
(iv) The Lead Member and other Consortium members shall be jointly and
severally responsible for the implementation of the Project in accordance
with the terms of the Authorisation Agreement, and a statement to this
effect shall be included in the Consortium Agreement.
(v) All the information as per the requirements of the RFP shall be provided
to the lead member of the Consortium.
(vi) The Bid shall be legally binding on all the members of the Consortium.
(vii) No member of the Consortium shall be changed after submission of the
Bids/Signing of the Authorization Agreement.
(viii) The Bids would be evaluated based on the details and data furnished.
APSRTC’s decision regarding a Bidder’s eligibility or otherwise shall be
final and binding.

Instruction to
Bidder
[21]
(e) The Bidders shall provide evidence of their continued eligibility in a manner that
is satisfactory to APSRTC and APSRTC may request the Bidders for the same
till signing of the Authorization Agreement.
(f) Bidders may be required to periodically update (at times to be notified by
APSRTC) the information submitted in their Capability Statement with regard to
the following:
(g)
i. Evidence of availability of financial resources;
ii. Audited Balance sheets including the effect of known commitments;
iii. Commitments of other works awarded since submitting the Bid;
iv. Any other information that might be requested;
v. Any information known to the Bidder that may affect its ability to
perform the contractual obligation.
(h) A Bidder may be disqualified if it is determined by APSRTC, at any stage of the
bidding process that the Bidder fails to continue to satisfy the Eligibility Criteria
and Technical Criteria. Supplementary information or documentation regarding
the criteria may be sought from the Bidders at any time and the same shall be so
provided within the time frame stipulated by APSRTC.
4.4.2 Minimum Equity Commitment:
In case of Consortium, the Preferred Bidder shall be required to incorporate a
Special Project Company under the Companies Act of India, 1956 prior to
signing of Authorization Agreement The Preferred Bidder/Consortium as a
whole shall hold minimum 51% of the paid-up equity share capital of the
Authorisee at all times during a period that shall not be less than 10 years from
the date of signing of the Authorisation Agreement. In case of Preferred Bidder
being a Consortium, the Lead Member shall hold at least 26 per cent of the paid-
up equity share capital of the Authorisee for a period that shall not be less than
10 years from the date of signing of the Authorisation Agreement and each other
constituent member of the Consortium, shall also hold at least 10% of the paid-
up equity share capital of the Authorisee for a period that shall not be less than
10 years from the date of signing of the Authorisation Agreement. No change in
composition of the Preferred Bidder/Consortium shall be made for a period of
10 years (the “Lock-in Period”) from the date hereof. Any transfer of such
share capital after such 10 years shall require the prior written approval of the
Grantor, which shall not be unreasonably denied. After the expiry of the lock-in
period, another Lead Member may replace the Lead Member, provided that such
lead member holds at least 26% of the paid-up equity share capital of the
Authorisee. For the avoidance of doubt, the Lead Member shall during the
Authorisation Period, hold at least 26% of the paid up equity share capital of the
Authorisee.

Instruction to
Bidder
[22]
4.4.3 Financial Capability
The Bidder should have:
(a) Average Annual Turn-over of an amount as specified in Appendix –A12 in last three
financial years (2010-11, 2011-12 and 2012-13) as per the Audited Annual Accounts.
and
(a) Minimum Net-worth: The Bidder should have minimum Net worth as indicated in
Appendix –A12 for each Project as of the close of the preceding Financial Year i.e. as on
31.03.2013.
Net Worth shall mean
( i ) For Companies / Firms / Partnership Firms :
{(Subscribed and paid up capital / Share Capital + Reserves and Surplus) – (Revaluation
Reserves + Miscellaneous expenditure not written off + Deficit in P & L Account if
any)} in the last financial year (as on 31.03.2013) as per Audited Financial Statements
certified by Statutory Auditor / Chartered Accountant.
(ii) For Proprietorship firms / Individuals:
Total Assets – Total Liabilities as on 31.03.2013 as per Audited Financial Statements
certified by Statutory Auditor / Chartered Accountant.
4.4.4 Experience Criteria:
(a) The Bidder should have:
(i) The Bidder should have Developed/ Constructed a single Project of a minimum
built up area (RCC Structure/ Combination of RCC-Steel Structure including
parking ) and Project Value as specified in column (4) & (5) in Appendix -
A11 in last three years from the date of issue of RFP.
OR
(ii) The Bidder should have Developed/ Constructed a total built up area (RCC
Structure/ Combination of RCC-Steel Structure including parking ) and Project
Value comprising not more than 5 Projects of worth not less than the value
specified at Column (6) & (7) in Appendix - A11 in the last 5 (five) years
from the date of issue of RFP.
(b) Development shall mean responsibility for financing/investing of a project; and
planning, designing, constructing, commissioning etc. of the Project directly or
through a contractor.
(c) Construction shall mean responsibility for physical construction of a project of
other business entities as a contractor.

Instruction to
Bidder
[23]
4.4.5 Qualification through Affiliates
(a) The Bidding Company (in case of a single bidder)/ Consortium Member can
draw upon the Technical Experience and Financial Capability of one or
more of its Affiliates. In either case, the ownership relation between
the Bidder and the Affiliate(s) must be explained.
(b) For purposes hereof, "Affiliate" means a Company that directly or indirectly
controls, through one or more intermediaries, or is directly controlled by,
or is under the common control of the Bidding Company, 'Control' as used
here, means ownership by one company of more than 50% of the voting rights
of the other company.
4.4.6 Special Conditions for a Consortium:
(a) In case the Bidder is a Consortium, the Eligibility Criteria with reference to Financial
Capability and Experience Criteria as stipulated in Sub-clauses 4.4.3 and 4.4.4
respectively shall apply to the Consortium as a whole.
(b) Provided, however, that for evaluation of Financial Capability the following
conditions shall additionally apply:
(i) The maximum number of members in the Consortium shall be three including the
Lead Member.
(ii) In case of a bidding consortium, the above Experience Criteria shall apply to the
Consortium as a whole, and the lead member shall fulfill a minimum of 50% of
the Financial Criteria as mentioned above, and each other constituent member of
the Consortium shall individually fulfill at least 10% of the Financial Criteria as
stipulated in Clause 4.4.3 (Financial Capability).
(iii) The Consortium as a whole shall be required to commit to hold a minimum
equity participation of 51% in the Project Company at all times during a period
that shall not be less than ten (10) years from the date of signing of the
(iv) The Consortium as a whole shall be required to commit to hold a minimum
equity participation of 51% in the Project Company at all times during a period
that shall not be less than ten (10) years from the date of signing of the
(v) Minimum equity commitment shall be as per the Clause 4.4.2.
(vi) For evaluation of experience criteria as stipulated in Clause 4.4.4 only such
projects would be considered for evaluation, which have been developed by the
constituent member either on its own or as a lead member of a consortium
7
1.

Instruction to
Bidder
[24]
4.4.7 Special Condition for a Sole bidder:
In case of Single Bidder, he shall be required to commit to hold a minimum equity
participation of 51% in the Project Company if incorporated, at all times during a period
that shall not be less than 10 (Ten) years from the date of signing of the Authorisation
Agreement. However for any change in the composition of the project Company, prior
approval of APSRTC has to be taken.
4.4.8 Non-Compliance with RFP:
APSRTC reserves the right to terminate a Bidder’s participation in the bidding process at
any time should APSRTC consider that a bidder has, without the prior consent, failed to
comply with the procedures and protocols prescribed in the RFP.
4.5 Cost of Bidding
The Bidder shall bear all costs associated with the preparation and submission of its
Bid, including site visits, field investigations, data gathering, analysis, design etc. as also
any discussions/negotiations. APSRTC shall not be responsible or liable for any such
costs.
4.6 Cost of the RFP Document:
The prospective Bidder can purchase the RFP document from APSRTC, address as
specified in the clause of RFP, on payment of a non-refundable fee of Rupees
Rs.11,450/- (Rupees Eleven thousand four hundred and fifty only) by way of
demand draft drawn on a Nationalised/Scheduled (except Co-operative) bank in favour
of “Financial Advisor, APSRTC, Hyderabad” and payable at Hyderabad.
4.7 Power of Attorney for Bid Signatory:
All the bidders should submit the Power of Attorney in favour of a specified person to
act as the official representative of the Bidder/Bidding Consortium for the purpose of
signing documents, making corrections/modifications and interacting with APSRTC
and acting as the contact person.
4.8 Validity of Bid:
4.8.1 The Bids submitted shall remain valid for 180 days from the Due Date of
submission.
4.8.2 In exceptional circumstances, prior to the expiry of the original bid validity
period, APSRTC may request the Bidders to extend the period of validity for a
specified additional period. The request for the extension shall be made in
writing. Bidder will not be permitted to modify its Price Bid, but will be required
to extend the validity of the Bid for the period of extension.

Instruction to
Bidder
[25]
4.9 Bid Security to be submitted by Bidders
4.9.1 The Bidder shall furnish, along with the Bid, a Bid Security for the amount
specified against each project in the Data Sheet (Appendix – A10) in the form of
Demand Draft/Pay Order from any Nationalised/ Scheduled (excluding Co-
operative) Bank in favour of “Financial Advisor, APSRTC, Hyderabad”
payable at Hyderabad.
4.9.2 Any Bid not accompanied by an acceptable Bid Security in the manner stated
above shall be rejected by ‘APSRTC’ as non-responsive and their Capability
Statement (Envelope I) shall not be opened for evaluation.
4.9.3 The Bid Security/EMD of unsuccessful Bidders, except the Bidder (H2) next to
the Preferred Bidder (H1), will be returned promptly, but not later than 60 days
after the expiration of the Bid validity period, or within 15 days of issue of LoI to
the Preferred Bidder, whichever is earlier. The Bid Security of H2 will be
returned within 15 days of signing of Authorization Agreement with the
Preferred Bidder.
4.9.4 The Bid Security of H1 shall be adjusted towards Upfront Authorization to be
paid.
4.9.5 The Bid Security/EMD shall become liable for forfeiture in the event of the
following:
(a) If the Bidder withdraws his Bid during the period of Bid Validity (includes Bid
processing time) or modifies his Bid within the validity period; or
(b) If the Bidder refuses to accept the correction of errors in his Bid; or
(c) If the Bidder submits a conditional Bid which would affect unfairly the
competitive provision of other Bidders who submitted substantially responsive
Bids and/or is not accepted by APSRTC; or
(d) The Preferred Bidder fails to pay First Year Annual Premium, Advance
Premium or submit Performance Security Bank Guarantee or First Instalment of
Upfront Authorisation Premium quoted or, as per the terms and conditions
specified in the RFP within the stipulated time period as specified in the RFP; or
(e) The Preferred Bidder fails to sign the Authorization Agreement as stipulated in
the RFP.

Instruction to
Bidder
[26]
4.10 Miscellaneous Instructions
4.10.1 Bids that are incomplete in any respect or those that are not consistent with the
requirements as specified in this RFP might be considered non-responsive and
may be liable for rejection.
4.10.2 Adherence to formats, wherever prescribed, is required. Non-adherence to
formats might be a ground for declaring a Bid as non-responsive.
4.10.3 All communication and information shall be provided in writing and in English
language only.
4.10.4 All financial data shall be furnished (converted) in Indian Rupees only.
4.10.5 All communication and information provided should be legible, and wherever the
information is given in figures, the same should also be mentioned in words. In
case of conflict between amounts stated in figures and words, the amount stated
in words will prevail.
4.10.6 No change in, or supplementary information to a Bid shall be accepted once
submitted. However, APSRTC or any of its advisors/ agencies/ consultants
reserves the right to seek additional information and/ or clarifications from the
Bidders, if found necessary, during the course of evaluation of the Bid. Non-
submission, incomplete submission or delayed submission of such additional
information and/ or clarifications sought by APSRTC or any of its
agencies/consultants/, may be a ground for rejecting the Bid.
4.10.7 If any claim made or information provided by the Bidder in the Bid or any
information provided by the Bidder in response to any subsequent query by
APSRTC or any of its agencies/consultants/advisors, is found to be incorrect or is
a material misrepresentation of facts, then the Bid shall be liable for rejection.
Mere clerical errors or bonafide mistakes may be treated as an exception at the
sole discretion of APSRTC or any of its advisors/ agencies/ consultants and if
APSRTC or any of its advisors/ agencies/ consultants is adequately satisfied.
4.11 Bid Responsiveness
4.11.1 A Bid shall be deemed as a “non-responsive” if it does not satisfy any of the
following conditions:
(a) It is not received by the Due Date and time
(b) It does not include sufficient information/ details for it to be evaluated and/or is not
in the formats specified in this RFP.
(c) It is not signed and/or sealed in the manner or accompanied by the Power of
Attorney as specified in this RFP.
(d) Demand Draft/ Pay Order towards Bid Security for specified amount does not
accompany it.
(e) It is not accompanied by the Proof of Purchase of the RFP.

Instruction to
Bidder
[27]
4.11.2 Non-responsive Bids shall be liable for rejection at any stage during the Bid
evaluation process and the decision of APSRTC in this regard is final and
binding.
4.12 Pre-bid Conference:
4.12.1 A Pre-Bid Conference will be held at 15:00 Hrs (IST) on 27.06.2013 at Mini
Conference Hall, First Floor Block ‘B’ Bus Bhavan, APSRTC, Musheerabad,
Hyderabad. The intended Bidder/ Bidder’s designated representative(s) would be
invited to attend the same.
4.12.2 Bidders are advised to indicate APSRTC in context to the number (attendee),
names, designation etc regarding the Pre-bid Meeting.
4.12.3 The purpose of the Pre-bid Meeting will be to clarify queries of the Bidders
related to the Project and RFP documents, if any.
4.12.4 The Bidders are advised, as far as possible, to submit the queries in writing or by
fax or E-mail and the same should reach to APSRTC at least three (3) working
days before the Pre-bid Meeting.
4.12.5 Minutes of the Meeting will be kept on the websites of APSRTC and will be sent
to all Bidders who have purchased the RFP document from APSRTC. Any
modification in the RFP documents , if required becomes necessary, as a result of
the Pre-bid Meeting, shall be issued by APSRTC through an addendum and not
through the minutes of the Pre-bid Meeting
4.13 Clarification & Amendment of RFP Documents
4.13.1 The Bidders shall note that reliance upon information/ clarification that is
provided by any other source shall be at the risk of the Bidders.
4.13.2 At any time prior to the Bid Due Date, APSRTC may amend the RFP document
by issuing an addendum.
4.13.3 Any addendum thus issued shall be part of the RFP document and shall be
communicated by mail or by fax to all the Bidders who have purchased the RFP
documents from APSRTC.
4.13.4 The Bidders shall promptly acknowledge receipt of each addendum in writing to
APSRTC. Non-Acknowledgement of receipt of the addendum cannot be
considered as not received by the Bidders.

Instruction to
Bidder
[28]
4.14 Fraud and corrupt practices
4.14.1 The Bidders and their respective officers, employees, agents and advisers
shall observe the highest standard of ethics during the Bidding Process and
subsequent to the issue of the LOI and during the subsistence of the
Authorisation Agreement. Notwithstanding anything to the contrary
contained herein, or in the LOI or the Authorisation Agreement, the
Authority shall reject a Bid, withdraw the LOI, or terminate the
Authorisation Agreement, as the case may be, without being liable in any
manner whatsoever to the Bidder or Authorisee, as the case may be, if it
determines that the Bidder or Authorisee, as the case may be, has, directly or
indirectly or through an agent, engaged in corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive practice in the
Bidding Process. In such an event, the Authority shall forfeit and
appropriate the Bid Security or Performance Security, as the case may be, as
mutually agreed genuine pre-estimated compensation and damages payable
to the Authority towards, inter alia, time, cost and effort of the Authority,
without prejudice to any other right or remedy that may be 'available to the
Authority hereunder or otherwise.
4.14.2 Without prejudice to the rights of the Authority under Clause 4.14.1 herein
above and the rights and remedies which the Authority may have under the
LOI or the Authorisation Agreement, if a Bidder or Authorisee, as the case
may be, is found by the Authority to have directly or indirectly or through
an agent, engaged or indulged in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice during the
Bidding Process, or after the issue of the LOI or the execution of the
Authorisation Agreement, such Bidder or Authorisee 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 Authorisee, as the case may
be, is found by the Authority to have directly or indirectly or throng') an
agent, engaged or indulged in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practices, as the case
may be.
4.14.3 For the purposes of this Clause 4.14, the following terms shall have the
meaning hereinafter respectively assigned to them;
a) "corrupt practice" means (i) the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the actions of any
person connected with the Bidding Process (for avoidance of doubt, offering of
employment to or employing or engaging in any manner whatsoever,
directly or indirectly, any official of the Authority who is or has been
associated in any manner, directly or indirectly with the Bidding Process or the
LOI or has dealt with matters concerning the Authorisation Agreement or arising
there from, before or after the execution thereof, at any time prior to the expiry
of one year from the date such official resigns or retires from or otherwise
ceases to be in the service of the Authority, shall be deemed to constitute
influencing the actions of a person connected with the Bidding Process); or

Instruction to
Bidder
[29]
(ii) engaging in any manner whatsoever, whether during the Bidding Process
or after the issue of the LOI or after the execution of the Authorisation Agreement,
as the case may be, any person in respect of any matter relating to the Project or
the LOI or the Authorisation Agreement, who at any time has been or is a
legal, financial or technical adviser of the Authority in relation to any matter
concerning the Project;
b) "fraudulent practice" means a misrepresentation or omission of facts or
suppression of facts or disclosure of incomplete facts, in order to influence the
Bidding Process ;
c) "coercive practice" means impairing or harming, or threatening to impair or
harm, directly or indirectly, any person or property to influence any person's
participation or action in the Bidding Process;
d) "undesirable practice" means (i) establishing contact with any person connected
with or employed or engaged by the Authority with the objective of
canvassing, lobbying or in any manner influencing or attempting to influence
the Bidding Process; or (ii) having a Conflict of Interest; and
e) "restrictive practice" means forming a cartel or arriving at any understanding or
arrangement among Bidders with the objective of restricting or manipulating a full
and fair competition in the Bidding Process.
4.15 Rejection of bids
4.15.1 The Authority reserves the right to accept or reject all or any of the Bids without
assigning any reason whatsoever. It is not obligatory for the Authority to
accept any Bid or to give any reasons for their decision.
4.15.2 The Authority reserves the right not to proceed with the Bidding Process at any
time, without notice or liability, and to reject any Bid without assigning
any reasons.

Instruction to
Bidder
[30]
5. BIDDING PROCESS
5.1 Overview
5.1.1 The Bidders are required to submit their Bids in two envelopes (i) Technical
Bid in Envelope I and (ii) Price Bid in Envelope II. Both the envelopes shall be
placed inside an Outer Envelope.
5.1.2 The Technical Bid in Envelope-I will be evaluated based on the compliance
vis-à- vis the stipulated Technical Criteria.
5.1.3 The Bidders qualified in the technical evaluation will only be eligible for
opening & evaluation of their Price Bids. Evaluation of the Price Bids will
be the final stage of evaluation process.
5.1.4 In order to accomplish a comprehensive, expeditious and fair Bid
evaluation process, Bidders are requested to study the contents of the
RFP documents completely and carefully. The Bidders may obtain
formal clarifications, if required from APSRTC in this regard.
5.1.5 The evaluation of Bids would lead to the selection of a Preferred Bidder.
The Preferred Bidder would be required to incorporate a Special Purpose
Company (SPC) under the Companies Act, 1956 (for exclusive
implementation of the this project only) following which the Authorisation
Agreement would be signed between the APSRTC and the Project SPC
along with the Preferred Bidder as Confirming Party.
5.1.6 The bid security is refundable not later than 60 days from the Bid Due
Date except in the case of the highest (HI) and the second highest (H2)
Bidder. The Bid shall be summarily rejected if it is not accompanied by the Bid
Security.
5.1.7 Generally, the Selected Bidder/s shall be the highest (H1) Bidder. The
remaining Bidders shall be kept in reserve and may, in accordance
with the process specified in this RFP, the second highest bidder (H2)
be invited to match the Bid submitted by the highest (HI) Bidder in case
such highest Bidder withdraws or is not selected/ considered 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 all Bidders or annual the Bidding Process as the case may be.

Instruction to
Bidder
[31]
6. PREPARATION AND SUBMISSION OF BIDS
6.1 General Submissions
6.1.1 The Bid shall be submitted in two separate envelopes as under, placed in an Outer
Envelope.
(a) ENVELOPE I: Capability Statement consisting of Financial & Experience
statements and Technical Details.
(b) ENVELOPE II: Price Bid
6.2 Instructions for Submission of Outer Envelope:
The following shall be submitted in the Outer Envelope of the Bid in Original:
(a) Checklist of submissions as per Appendix A1 of Section II, of this RFP
(b) Covering Letter/Application as per Appendix A2 of Section II, of this RFP.
(c) Commitment for payments as per Appendix A5 of Section II, of this RFP
(d) Letter of Undertaking that the Bidder is not barred by Government of Andhra
Pradesh/any State Government/ Government agency or the Central Government of
India from participating in such projects as per Appendix A3 of Section II, of this
RFP
(e) Project Undertaking as per Appendix A4 of Section II of this RFP.
(f) In case the Bidder is a Consortium, Power of Attorney and nominating one member
as Lead Member of the Consortium as per Appendix A7 of Section II, of this RFP.
(g) In case where the Bidder is:
i. A company registered under the Indian Companies Act, 1956 - Copy of
Memorandum and Articles of Association,
ii. A registered partnership firm - a registration certificate of the firm issued by the
registrar of firms and the partnership deed executed between the partners,
iii. A registered proprietorship firm - copies of telephone/electricity/mobile bill,
PAN, latest income tax return indicating there in the name, residential address,
registration certificate from the registrar of the state, and copies of service tax
and central excise registration certificate.
(h) Power of Attorney for the Bid Signatory as per Appendix A8 of Section II, of this
RFP.
(i) Proof of Purchase of the RFP Document or Demand Draft of Rs.11,450/- (Rupees
eleven thousand four hundred and fifty only) drawn in favour of “Financial
Advisor, APSRTC, Hyderabad” payable at Hyderabad in case RFP document is
downloaded from the APSRTC website.
(j) Bid Security in the form of Demand Draft for an amount as specified in Data Sheet
(Appendix – A10) drawn in favour of “Financial Advisor, APSRTC,
Hyderabad” payable at Hyderabad.

Instruction to
Bidder
[32]
(k) A copy of the draft Authorisation Agreement with each page initialled by the person
signing the Bid.
All the above submissions in original shall be placed inside the Outer Envelope along with
Envelope I and Envelope II. The Outer Envelope shall be sealed, labelled as “BID FOR,
DEVELOPMENT OF VACANT SITE AT _____________, ___________ DISTRICT”.
(Project Name)
6.3 INSTRUCTIONS FOR SUBMISSION OF CAPABILITY STATEMENT
6.3.1 General Information of the Bidder
Bidders are required to submit Capability Statement in Envelope I of the Bid
submission. The Capability Statement shall be complete with the following
information:
(a) Details of the place of incorporation, registered office (or its equivalent), current
directors, key management personnel and principal shareholders, legal
jurisdiction, principal country where assets are located, and, where the Bidder is
a subsidiary company, the details of the Bidder’s status as a subsidiary together
with the name, registered office (or its equivalent), current directors and principal
shareholder of its immediate and all superior holding companies.
(b) In case of Bidder being a Consortium, the above information should be given for
all the members of the Consortium including the role of each member of the
Consortium in implementation of the Project.
(c) Contact Details comprising name, address, telephone and facsimile numbers, E-
mail address of the Bidder (Lead Member and each member in case of
Consortium) and the names and titles of the persons who are the principal contact
persons shall be provided. This information is to be provided as per Appendix B1
of Section II, of this RFP.
6.3.2 Financial Qualifications (to meet the Eligibility Criteria)
(a) The Bidders shall submit their Financial Qualifications / Data as per Appendix B2 of
Section II,
The Bidders shall be required to submit Audited Annual Accounts of Single Entity or
the Consortium Members for past three financial years (FY 2010-11, 2011-12, 2012-
13) in support to the above, as attachments to the Appendix B2, Section II, of this
RFP.
6.3.3 Experience Qualifications (to meet the Eligibility Criteria)
(a) Construction/Development Experience: Details shall be furnished separately for each
member of Consortium as per Appendix B3 of Section II, of this RFP

Instruction to
Bidder
[33]
(b) Experience Certificates (completion/commission/operation) duly attested in support
of above experience shall be submitted.
6.4 Instructions for Submission of Technical Details
6.4.1 The Bidders shall be required to submit their Technical Details as an undertaking
(Appendix C1) to meet the following:
6.4.2 The Bidders shall prepare and submit a concept plan for the proposed
development. The concept plan should explain the proposed site utilisation and
project components.
6.4.3 The Bidders shall prepare and submit one (1) original and one (1) copy of all
documents of the Capability statement and Technical Details in Envelope I duly
marking “ORIGINAL” and “COPY”. This envelope shall be sealed, labelled as
“ENVELOPE I: CAPABILITY STATEMENT AND TECHNICAL DETAILS FOR
Sl. No. Components Details
Other Obligation Construction and handing over free of cost, a Built-up
area of 200 Sft in the proposed development to
APSRTC at a mutually agreed location for its
exclusive use, on Project Completion. The said space
should have required toilet facilities and a parking of 2
Equivalent Car Spaces (ECS) confined in one location
in the cellar/basement. The Built-up area should
include internal electrical wiring, painting, flooring,
power & water supply connection with sub metres etc.
The interiors and furnishing of the space shall be the
responsibility of APSRTC. APSRTC shall also bear
the power, water and other maintenance charges for
the said area.
Development Controls As per the Development Guidelines issued by
Municipal Authorities and any other statuary
Authorities.
Technical Specifications As per the Technical Specifications provided in the
Section III of this RFP, other relevant BIS codes,
National Building Codes and other
Indian/International Standards.
Performance Standards As per the Performance Standards specified in Section
III, of the RFP and good industry practices
Environmental Norms Mandatory Compliance of all Environmental Norms
of the State and Central Governments as may be
applicable for the Project.
Applicable Permits Obtain and maintain at own cost all Applicable
Permits, including all environmental permits, in
conformity with the Applicable Laws and be in
Compliance therewith.
‘DEVELOPMENT OF VACANT SITE AT __________, ________ DISTRICT
(Project Name) and placed inside the Outer Envelope.

Instruction to
Bidder
[34]
6.5 Instructions for Submission of Price Bid
The Bidders shall be required to submit their Price Bids in the format as provided in the
RFP duly filled.
1. Price Bid Letter & Format as per Appendix C1 duly filled in to quote the `Upfront
Authorisation Premium’
2. Bidders shall prepare and submit one (1) original and one (1) copy of the Price Bid in
Envelope II. The envelope containing the Price Bid shall be sealed, labelled as
ENVELOPE II: PRICE BID FOR ‘DEVELOPMENT OF VACANT SITE AT
_____________, ___________DISTRICT’ (Project Name) and placed inside the Outer
Envelope.
6.6 Common Instructions
6.6.1 All the inner envelopes shall indicate the name and address of the Bidder to
enable the Bid to be returned unopened in case it is declared “late” or “non-
responsive” or “non-qualified” as the case may be.
6.6.2 If the outer envelope is not sealed and not marked as per Clause 6.2, APSRTC
will not assume any responsibility for the misplacement or premature opening of
the bid. If the outer envelope discloses the Bidder’s identity, APSRTC will not
guarantee the anonymity of the bid submission, but this shall not constitute
grounds for rejection of the Bid.
6.6.3 The Bid must be received by APSRTC not later than 15:00 Hrs (IST) on
25.07.2013 at the following address:
The Director (Central Projects)
Andhra Pradesh State Road Transport Corporation,
I Floor, Block A,
Hyderabad – 500020.
Telefax: +91-040-27615776
6.7 Signing of Bid
The Bidder shall sign or initial with seal on each page of the Bid Documents and also the
Bidder has to sign all the pages of RFP document provided by APSRTC duly accepting
the terms and conditions.

Instruction to
Bidder
[35]
6.8 Late Bids
The Bid received after the deadline for its submission will not be considered and will be
returned unopened to the Bidder. There will be no exceptions to this requirement. It is the
Bidder’s responsibility to ensure that the bids are received at APSRTC office by the Due
Date and time.
6.9 Modification or Withdrawal of Bids
The Bidders may modify or withdraw their Bids after submission, but prior to the Due
Date, provided that written notice of the modification or withdrawal is received by
APSRTC office. The responsibility of submitting the modified bid, on or before the Due
Date will rest solely with the Bidders.
The Bidders cannot modify their Bids after the Due Date & Time. The Bids shall only be
modified, if the same is requested by APSRTC only to accommodate clarifications on the
Bids submitted.
In the event of withdrawal of a Bid by the Bidder after the Due Date but within the Bid
validity period, the Bid Security of the Bidder shall become liable for forfeiture.

Instruction to
Bidder
[36]
7 BID OPENING AND EVALUATION
7.1 Opening of Bids
7.1.1 The Outer Envelope and Capability Statement (Envelope 1) of the Bids received
before the Due Date, subject to submission of the Bid Security etc. as stipulated
in the RFP in the Outer Envelope, will be opened in the presence of the Bidders’
designated representatives who choose to attend, at the time, date, and location
given below:
Venue: Mini Conference Hall, I Floor, Block ‘B’, Bus Bhavan, APSRTC
Musheerabad, Hyderabad.
Date: 25.07.2013
Time: 16:00 Hrs (IST)
7.1.2 The Price Bids of the Bidders who qualify after the evaluation of Capability
Statement and Technical Details only would be opened. The Price Bids shall be
opened in the presence of the representatives of the technically qualified bidders,
who choose to attend. Technically qualified bidders will be informed regarding,
venue, date and time of the Price Bid opening.
7.2 Process to be Confidential
7.2.1 Information relating to the examination, clarification, evaluation and comparison
of Bids and recommendations for the award of a contract shall not be disclosed to
other persons not officially concerned with such process until the process is
completed and issue of the LoI to the Preferred Bidder has been announced.
7.3 Clarification of Bids
7.3.1 APSRTC may utilize services of consultants/advisors/ experts to assist in the
examination, evaluation and comparison of Bids.
7.3.2 To assist in the examination, evaluation, and comparison of Bids, APSRTC may, at
its discretion, ask any Bidder for information/ clarification/ substantiation.
7.3.3 However, clarifications if any required from Bidder, shall be in written form and will
be communicated to Bidder by APSRTC.

Instruction to
Bidder
[37]
7.4 Evaluation of Bids
7.4.1 Evaluation of Capability Statement
(a) Bid Evaluation Committee will determine whether the Capability Statement of
Bidder:
(i) meets/conforms to all terms, conditions and stipulations of the RFP including the
Eligibility Criteria, without any material deviation;
(ii) has been properly signed and contains any required written representations or
commitments;
(iii) is accompanied by the required annual reports, documents, audited statements,
experience certificates as stipulated in the RFP documents
(b) The evaluation of the Capability Statement is summarised as below:
SN. Eligibility Criteria Qualified
1 General Eligibility Criteria Yes/No
2 Financial Criteria Yes/No
3 Experience Criteria Yes/No
(c) If answer to any one of the above three items is ‘No’ the Bid shall be non-qualifying
and hence would not be taken up for evaluation of the Technical Details. If answer
to all of the three items is ‘Yes’ then the Technical Details of the Bidder will be
evaluated.
7.4.2 Evaluation of Technical Details
(a) (a) Process: The submissions of the Technical Details would be evaluated by the Bid
Evaluation Committee to check its substantial compliance with the stipulated
requirements. If the submission is not in substantial compliance, the submission will
be rejected and the Bidder will be eliminated from further evaluation process. The
right to determine the ‘substantial compliance’ or otherwise will rest solely with
APSRTC and no correspondence and/or representation towards this will be
entertained. A Technical Details that is in substantial compliance is one that is
accompanied by the required documents that conforms to the requirements without
material deviation or reservation. i.e., which affects in any substantial way the
scope, obligations, quality, specifications, standards, rules, controls and performance
of the Project).
(b) Requirements for Substantial Compliance: Technical Details submitted as per the
Format indicated in the Section II of RFP, that agrees to the technical requirements
mentioned in the RFP shall be considered as substantially compliant.

Instruction to
Bidder
[38]
(c) The right to determine the ‘substantially compliant’ Bid or otherwise shall rest solely
with APSRTC and no correspondence and/or representation towards the same shall
be entertained.
(d) The evaluation of the Technical Details is summarised as below:
SN. Criterion Compliance
1 Technical Details Requirements Yes/No
(e) If the answer to the ‘Compliance’ is ‘No’, the Bid shall be non- qualifying and hence
would not be taken up for opening and evaluation of the Price Bid. If answer to the
‘Compliance’ is ‘Yes’ then the Price Bid of the Bidder will be opened and evaluated.
7.4.3 Evaluation of Price Bid
(a) Process: If the submission is in substantial compliance with the Price Bid, then, Bid
Evaluation Committee will review and evaluate the Price Bid. If the submission
does not satisfy the criteria, the submission will be rejected and the Bidder will be
eliminated from further evaluation process.
(b) Requirements for Substantial Compliance: Prior to the detailed evaluation of the
Price Bid, Bid Evaluation Committee will determine whether each Bid or Bidder, as
the case may be:
(i) continues to meet the Eligibility Criteria as given in this RFP;
(ii) is in complete compliance with the Capability Statement and Technical Details
requirements;
(iii) has been properly signed and contains the required representations or
commitments;
(iv) is presented in a manner that conforms with the requirements of the RFP;
(v) Conforms to all terms, conditions of the RFP without material deviation or
reservation.
(c) Material Deviation: A material deviation or reservation is one
(i) which affects in any substantial way the requirements of the RFP and
performance of the Project; or
(ii) which is in substantially inconsistent with the requirements of the RFP;
(iii) which limits in any substantial way, APSRTC’s rights or the Bidder’s obligation
under the Authorisation Agreement;
(iv) Whose rectification would affect unfairly the competitive provision of other
bidders presenting substantially responsive Bids.

Instruction to
Bidder
[39]
7.4.4 Evaluation:
(i) The Bidder shall quote:
An Upfront Authorization Premium for the project, which shall be over and
above the Minimum Reserved Upfront Authorization Premium as provided
in Data Sheet (Appendix - A10).
(ii) Bidders would be ranked in the descending order of the highest Upfront
Authorization Premium (UAP) offered by the Bidders to APSRTC. For
example, the Bidder offering the highest UAP would be ranked “1”, the
Bidder offering the next highest UAP would be ranked “2” and so on, as set
out in the Table below:
(iii) Bidder quoting the Highest Upfront Authorization Premium (H1) will be
considered as the ‘Preferred Bidder’.
7.5 Correction of Errors
7.5.1 Bid determined to be substantially responsive will be checked by Bid Evaluation
Committee for any arithmetic errors. Wherever there is discrepancy between the
amounts in figures and in words, the amount in words will govern.
7.5.2 The corrections made by APSRTC, as explained above, shall be considered as
binding upon the Bidder.
7.5.3 If the Bidder does not accept the corrections in the Bid, APSRTC may reject the
Bid and Bid Security shall be forfeited
7.6 Preferred Bidder
Bidder quoting the Highest Upfront Authorization Premium (H1) will be considered as
the ‘Preferred Bidder’.
7.7 Special Conditions Relating to Selection of Preferred Bidder:
In the event that two or more Bidders offer the same ‘Upfront Authorization Premium’’,
APSRTC may:
1. call all such bidders for re-submission of the Price Bids and select the Preferred Bidder
accordingly . or
2. Take any such measure as may be deemed fit in the sole discretion of APSRTC.
Name of Bidder Bid Rank
H1 Highest UAP 1
H2 Second highest UAP 2

Instruction to
Bidder
[40]
7.8 Confidentiality:
The confidentiality of the Capability Statement, Technical Details and Price Bid of each
Bidder will be respected by APSRTC and will not be divulged unless required by operation
of law. The contents of the Capability Statement and Technical Bids and any other non-
propriety information, of the Preferred Bidder may be made public at the sole discretion of
APSRTC.

Instruction to
Bidder
[41]
8 AWARD OF PROJECT/ SIGNING OF AUTHORIZATION
AGREEEMENT
8.1 APSRTC’s Right to Reject any or all Bids
APSRTC reserves the right to accept or reject any Bid, and to annul the Bidding process
and reject all bids, at any time prior to the award of Authorization, without thereby
incurring any liability to the affected Bidder or Bidders and /or any obligation to inform the
affected Bidder or Bidders of the grounds for its action.
8.2 Issue of LoI after Evaluation of the Bids and Approval of APSRTC:
Upon completion of the Bid evaluation process, acceptance of the Bid and intention of
award of the Project/Authorization would be conveyed by APSRTC to the Preferred
Bidder, who satisfies all other compliance requirements. The above Letter of Intent (LoI)
would be communicated to the Preferred Bidder by fax or e-mail confirmed by a letter.
8.3 Fulfilment of LOI Conditions
1. The preferred Bidder need to fulfill the following LOI Conditions within 45 days of issue
of Letter of Intent (LoI) or before signing of Authorisation Agreement as precondition for
signing of Authorisation Agreement:
a) To pay Project Development fee for an amount specified in Data Sheet
(Appendix-10) against each project in the form of Demand Draft drawn on any
Nationalised / Scheduled Bank (Except Co-Operative Banks) in favour of “Financial
Advisor, APSRTC, Hyderabad” payable at Hyderabad
b) To pay an amount equivalent to 50% of the Upfront Authorisation Premium (after
adjusting the Bid Security) in the form of Demand Draft drawn on any Nationalised/
Scheduled Bank (Except Co-Operative Banks) in favour of “Financial Advisor,
APSRTC, Hyderabad” payable at Hyderabad.
c) To pay an amount specified in Data Sheet (Appendix - A10) against each project
towards First year Annual Premium in the form of Demand Draft drawn on any
Nationalised/ Scheduled Bank (Except Co-Operative Banks) in favour of “Financial
Advisor, APSRTC, Hyderabad” payable at Hyderabad.
d) To pay an amount equivalent to First year Annual Premium specified in Data Sheet
(Appendix - A10) against each project as interest free Security Deposit in the form
of Demand Draft drawn on any Nationalised/ Scheduled Bank (Except Co-Operative
Banks) in favour of “Financial Advisor, APSRTC, Hyderabad” payable at
Hyderabad.
e) To furnish Performance Security to APSRTC in the form of an irrevocable &
unconditional Bank Guarantee for an amount specified in Data Sheet
(Appendix-A10) against each project issued by a Nationalised / scheduled

Instruction to
Bidder
[42]
(excluding cooperative) bank having its branch in Hyderabad, Andhra Pradesh. The
Performance Security shall be valid for a period of Four Years from the date of
Signing of Authorization Agreement.
f) To incorporate Special Purpose Company (SPC) exclusively for developing,
operationalizing and maintaining the Project during the Authorisation Period and
submission of the related documents with equity details.
8.4 Signing of Authorization Agreement
8.4.1 Within 45 (forty five) days of the issuance of the LoI, the Preferred Bidder sign the
Authorisation Agreement (AA) with APSRTC. Payment of the First instalment of
Upfront Authorisation Premium and First Year Annual Premiums, First Year
Advance Annual Premiums, submission of Performance Security Bank Guarantee,
shall be preconditions for the signing of the Authorisation Agreement.
8.4.2 If the Preferred Bidder fails to sign the Authorization Agreement with APSRTC
within the stipulated time, his Bid Security and all other payments made till that date
shall be forfeited. In that event, APSRTC shall have the right to award the Project to
the next Highest Bidder (H2) if H2 agrees to match the Price Bid of H1 or otherwise,
as decided by APSRTC.
8.5 Execution of Lease Deed
APSRTC shall on the date of Signing of Authorization Agreement, Lease the Project
Site to the Preferred Bidder on an “as is where is basis” under a valid and binding
Land Lease Deed for a period coterminous with the Authorisation Period.
8.6 Possession of Site to Authorisee
The Authorisee upon signing of the Agreement, and upon formal intimation to
APSRTC, can fix a due date mutually agreeable to both parties, and take over the
leased premises from APSRTC on “as is where is” basis
8.7 Payment of Annual Premiums
8.7.1 In consideration of the rights appurtenant thereto in favour of the Authorisee, the
Authorisee shall, effective from date of signing of the Authorisation Agreement and
during the Authorisation Period, shall pay Annual Premiums to APSRTC. The
Premium for the first year is indicated in Data Sheet (Appendix - A10) against
each project. Applicable taxes, if any on the above shall also be paid by the
Authorisee. The Annual Premiums shall be incremented by 5% every year over the
previous year Annual Premium for the entire Authorisation period of 33 years.
These Annual Premiums shall be paid every year on advance basis.
8.7.2 The Authorisee has to pay Advance Annual Premiums (equivalent to first year
Annual Premium) for an amount specified in Data Sheet (Appendix - A10) against
each project along with first year Annual Premium before signing of Authorisation
Agreement as interest free Security deposit.

Instruction to
Bidder
[43]
8.7.3 The Annual Premiums payable by the Authorisee in each year is different and
subject to annual increase as mentioned above. The Authorisee has to ensure at all
times from the date of Authorization Agreement that, APSRTC shall have Advance
Premium equalling to Annual Premiums of that year, by paying the difference
amount every year
8.7.4 The above payments shall be in the form of Demand Draft drawn on any
Nationalised/Scheduled (Excluding Cooperative) Bank in favour of “Financial
Advisor, APSRTC, Hyderabad” payable at Hyderabad.
8.8 Payment of Revenue Share
Effective from the fourth year from the Agreement Date and during the
Authorization Period, the Authorisee shall pay to the Grantor, 3% (Three percent)
of the revenue share in the Gross Annual Revenue of the Authorisee or the minimum
amount. The minimum amount of Additional Development Premium for 4th
year
is specified in Appendix A10. From 4th
year onwards the ADP shall be incremented
by 5% every year for the entire authorisation period.
8.9 Penalty for Delayed Payments:
If the Authorisee fails to make the Premium payments to APSRTC, the Annual
Premiums, Additional Development Premiums (ADPs) (the yearly payments on
advance basis), Security Deposits and yearly enhancement of advance Premium
within the stipulated period, a penalty @ 18% per annum on the outstanding
amounts would be effective from and including the due date to excluding the date of
payment.
8.10 Authorization Period
The Authorization Period for the Project is 33 years including construction period
effective from the date of signing of the Authorisation Agreement. Additional 25 years of
extended period shall be offered to the Developer (Authorisee) on “Right of First
Refusal” basis on successful completion of lease period, provided further that, on the
Expiry of this Agreement, if the Grantor intends to extend the Concession Period further
by 25 (twenty five) years, then the procedure provided hereunder shall be followed:
a. The Grantor shall invite proposals from eligible entities through a competitive bid
process. The Authorisee shall have the option to submit its proposal.
b. In case the Authorisee after participating in the bidding procedure fails to give the
preferred offer, the Authorisee shall be given the first right of refusal to match the
preferred offer. If the Authorisee matches the preferred offer the parties shall enter
into suitable agreement accordingly to implement the Project. In such an event, the

Instruction to
Bidder
[44]
Authorisee shall pay to the preferred bidder/APSRTC the cost towards preparation of
the Bid as provided in the bid document.
c. In case the Authorisee (a) chooses not to submit its proposal or (b) is not the
preferred bidder and also fails or declines to match the preferred offer this Agreement
shall get terminated on Expiry Date.
d. In case the Authorisee is a preferred bidder or matches the preferred offer, a new
agreement with modified terms and conditions based on the bid document issued by
the Grantor shall be executed by the Authorisee with the Grantor.

Instruction to
Bidder
[45]
9.0 CORRUPT OR FRAUDULENT PRACTICES:
It is required that the Bidders observe the highest standard of ethics during the Bidding
process. In pursuance of this policy, the APSRTC:
I. Defines, for the purposes of this provision, the terms set forth below as follows:
(a) “Corrupt practice” means the offering, giving, receiving or soliciting of anything
of value to influence the action of a public official in the Bidding process or in
the execution of any Agreement with APSRTC (Grantor), or bringing political
pressure.
(b) “Fraudulent practice” means a misrepresentation of facts in order to influence the
Bidding process or in the execution of any Agreement with Granter to the
detriment of the Grantor, and includes collusive practice among Bidders (prior to
or after Proposal submission) designed to deprive the Granter (APSRTC) of the
benefits of free and open competition.
Will reject the bid, at any stage, if it determines that the Bidder recommended for selection
has engaged in corrupt or fraudulent practices during bidding process.

at 32 Places under Build, Operate & Transfer
(B.O.T.) Scheme
VOLUME II – FORMATS FOR BID SUBMISSION

Development of Vacant sites of APSRTC at 32 Places under B.O.T. Scheme
Volume II
Formats for
Bid
Submission
REQUEST FOR PROPOSAL, APSRTC
________________________________________________________________________
Bidder
1
PART A
FORMATS FOR BID SUBMISSION
(OUTER ENVELOPE)
Appendices Format for
Appendix A1 Checklist of Submissions
Appendix A2 Covering Letter
Appendix A3 Letter of Undertaking
Appendix A4 Format for Project Undertaking
Appendix A5 Commitment for payments
Appendix A6 Consortium Agreement
Appendix A7 Power Of Attorney For Appointing the Lead Member -
Signed By All Members of the Consortium
Appendix A8 Power of Attorney for the Bid Signatory
Appendix A 9 Board Resolution
Appendix A 10 Data Sheet (Financial Parameters)
Appendix A 11 Experience criteria
Appendix A 12 Financial Criteria
Appendix A 13 Anti-Collusion Certificate
Appendix A 14 Anti-Blacklisting Affidavit

Development of Vacant sites of APSRTC at 32 Places under Build, Operate & Transfer (B.O.T.) Scheme
Volume II
Formats for
Bid
Submission
Bidder
2
Appendix A1
Format for
CHECK LIST OF SUBMISSIONS
No.
Enclosures to the
Technical & Price Bid
Status
(Submitted/
Not
Submitted)
Remarks
1. Covering Letter
2. Proof of purchase of the RFP document
3. Bid Security in the form of DD
4. Letter of Undertaking
5. Letter of Project Undertaking
6. Consortium Agreement
(In Case the Bidder Being a Consortium)
7. Power of Attorney for the Lead Member of the
Consortium
(In Case the Bidder Being a Consortium)
8. Power of Attorney for the Bid Signatory
9. Board Resolution
10. General Information
11. Financial Data
12. Audited Financial Statements / Annual Reports
13. Development/Construction Experience Details
14. Experience Certificates for Construction/
Development Experience
15. Letter of Undertaking for Technical Details
16. Price Bid

Volume II
Formats for
Bid
Submission
[3]
Appendix A2
Format for
COVERING LETTER
Date:
Telefax: +91-040-27615776
Dear Sir,
Sub: Submission of Bid Comprising Capability Statement including Technical Details
and Price Bids for Development of vacant site at ________, _______ District
(Project Name) under B.O.T (Build, Operate and Transfer scheme)
1. We are submitting this Bid (Proposal) on our own.
(Or)
We are submitting this Bid (Proposal) as the Lead Member of a Consortium consisting of the
following members, for and on behalf of the Consortium
S.No Names of Consortium Members Address
1. ………………………………….…. (Lead
Member)
2. ……………………………………..
(Member)
3. ……………………………………..
(Member)
2. As a Lead Member, we understand the obligations of the Authorisee to implement
the Project. We are enclosing Consortium Agreement signed by all the members of
the Consortium, nominating and authorizing us to act as ‘Lead Member’ for
implementing the Project.
3. Having visited the site and examined the RFP documents for the execution of the
Authorization Agreement for the captioned project, we the undersigned offer to
design, finance, construct, market, operate & maintain the Project for the
Authorization period in conformity with the RFP.
4. This Bid and your written acceptance of it shall form part of the Authorisation
Agreement to be signed between the Authorisee and the Andhra Pradesh State Road
Transport Corporation (APSRTC). If selected as Authorisee, we understand that it is
on the basis of the technical, financial & organizational capabilities and experience of
the Bidder taken together. We understand that the basis for our qualification will be

Volume II
Formats for
Bid
Submission
Bidder4
the complete Bid documents submitted along with this letter, and that any
circumstance affecting our continued eligibility as per RFP, or any circumstance
which would lead or have lead to our disqualification, shall result in our
disqualification under this Bidding process.
5. We agree that
(a) If we fail to permit APSRTC or its Authorised Representative for carrying out
the inspection of works/ facilities during authorisation period
Or
(b) If we fail to meet the Minimum Development Obligations and/or Other
Obligation as stipulated in RFP Document and/or Technical Specifications
and/or the Performance Standards according to the conditions/ stipulations of
the RFP/Authorization Agreement,
APSRTC shall be at liberty to take action in accordance with the RFP/Authorization
Agreement.
6. We undertake, if our Bid is accepted, to complete the Project, commence operations
and manage as per the RFP/Authorisation Agreement.
7. We agree to abide by this Bid for a period of 180 (one hundred and eighty days)
from the Due Date fixed for submitting the same and it shall remain binding upon us
and may be accepted at any time before the expiry of that period.
8. In the event of our Bid being accepted, we agree to enter into a formal Authorization
Agreement with you incorporating the conditions of the Bid including the Draft
Authorization Agreement thereto annexed and written acceptance thereof.
9. We agree that, if our Bid is accepted, for the following:
(Within 45 days of issue of Letter of Intent (LoI) or before signing of Authorisation
Agreement as a precondition for signing of Authorisation Agreement)
a) To pay Project Development fee as specified in Data Sheet (Appendix- A10)
in the form of Demand Draft drawn on any Nationalised/ Scheduled Bank
(Except Co-Operative Banks) in favour of “Financial Advisor, APSRTC,
Hyderabad” payable at Hyderabad
b) To pay an amount equivalent to 50% of the Upfront Authorisation Premium
(after adjusting the Bid Security) in the form of Demand Draft drawn on any
Nationalised/ Scheduled Bank (Except Co-Operative Banks) in favour of
“Financial Advisor, APSRTC, Hyderabad” payable at Hyderabad.
c) To pay First year Annual Premium as specified in Data Sheet (Appendix- A10)
in the form of Demand Draft drawn on any Nationalised/ Scheduled Bank
(Except Co-Operative Banks) in favour of “Financial Advisor, APSRTC,
d) To pay an amount equivalent to First year Annual Premium as specified in Data
Sheet (Appendix- A10) as interest free Security Deposit in the form of
Demand Draft drawn on any Nationalised/ Scheduled Bank (Except Co-Operative
Banks) in favour of “Financial Advisor, APSRTC, Hyderabad” payable at
Hyderabad.

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[5]
e) To furnish Performance Security to APSRTC in the form of an irrevocable &
unconditional Bank Guarantee for an amount as specified in Data Sheet
(Appendix- A10) issued by a Nationalised/ scheduled (excluding cooperative)
bank having its branch in Hyderabad, Andhra Pradesh with a validity of 4 years
from the date of signing of Authorisation Agreement.
10. We agree that if we fail to fulfill any of conditions mentioned above, APSRTC has
right to forfeit the Bid Security being furnished by us along with this Bid.
11. We understand that APSRTC is not bound to accept any or all Bids it may receive.
12. We declare that we have disclosed all material information, facts and circumstances,
which would be relevant to and have a bearing on the evaluation of our Bid and
selection as Authorisee.
13. We do, also, certify that all the statements made and/or any information provided in
our proposal are true and correct and complete in all aspects.
14. We declare that in the event that APSRTC discovers anything contrary to our above
declarations, it is empowered to forthwith disqualify us and our Bid from further
participation in the Bid evaluation process and forfeit our Bid Security.
Dated this __________________day of_______________________ 2013
___________________________
(Signature)
___________________________
(Name of the person)
___________________________
(In the capacity of)
Company Seal
___________________________
(Name of firm)
Duly Authorized to sign Proposal for and on behalf of (Fill in block capitals)
______________________________________________________________
______________________________________________________________
Witness
Signature _______________________
Name _______________________
Address _______________________

Volume II
Formats for
Bid
Submission
Bidder6
Appendix A3
Format for
LETTER OF UNDERTAKING
{To be furnished by the Bidder. In case of Consortium, all consortium members has to
furnish separately}
Date:
The Director (Central Projects),
Telefax: +91-040-27615776
Dear Sir,
Sub: Development of vacant site at ___________, __________ District (Project
Name) under B.O.T (Build, Operate and Transfer scheme)
We confirm that we are not barred by Government of Andhra Pradesh (GoAP), any other
State Government in India (SG) or Government of India (GoI), or any of the agencies of
GoAP/SG/GoI from participating in any category of infrastructure projects (Construction,
BOT or otherwise) as on Bid Due Date.
Yours faithfully,
(Signature of Authorised Signatory)
(Name, Title, Address, Date)

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[7]
Appendix A4
Format for
PROJECT UNDERTAKING
{On the Letterhead of the Bidder (in case of Sole Bidder), or Lead Member (in case of a
Consortium)}
Date:
Telefax: +91-040-27615776
Dear Sir,
Sub: Development of vacant site at __________, __________ District (Project
We have read and understood the Request for Proposal (RFP) document in respect of
the captioned project provided to us by APSRTC.
We hereby agree and undertake as under:
Notwithstanding any qualifications of conditions, whether implied or otherwise, contained in
our Proposal we hereby represent and confirm that our Proposal is unconditional in all
respects' and we agree to the terms of the proposed Authorisation Agreement, a draft of
which also forms a part of the RFP document provided to us.
Dated this…………. Day of ____ 2013
Name of the Bidder
Signature of the Authorised Person
Name of the Authorised Person
Note: To be signed by the lead member in case of a Consortium.

Volume II
Formats for
Bid
Submission
[8]
Appendix A5
Format For
COMMITMENT FOR PAYMENTS
{On the Letterhead of the Bidder (in case of Sole Bidder) or Lead Member (in case of a
Consortium)}
Date:
Telefax: +91-040-27615776
Dear Sir,
Sub:Commitment for Payment- Development of vacant site at ____________,
____________ District (Project Name) under B.O.T (Build, Operate and
Transfer scheme) –– Reg.
We _______________________ (the “Member”), / [Our Consortium consisting of the
following Members (the “Member”)]:
1. [Lead Member]
2. [Member 1]
3. [Member 2]
Have submitted our Bid for the “Development of Development of vacant site at
________________, _________________ District under B.O.T (Build, Operate and
Transfer scheme)
We hereby write to inform you that if we/ [the Consortium] are/ [is] selected as the
Preferred Bidder for implementing the project, we shall pay the following amounts/ Bank
Guarantees to APSRTC (In case of Demand Draft (DD), the same shall be drawn on any of
the Nationalised / Scheduled bank (other than Co Operative Bank) in favour of “Andhra
Pradesh Road Transport Corporation” payable at Hyderabad):
1. Payment of the 50% Upfront Authorisation Premium as quoted in the price Bid,
within 45 days of issue of LoI or on the date of signing of Authorisation Agreement
whichever is earlier in the form of Demand Draft.
2. Performance Security in the form of unconditional and irrevocable Bank
Guarantee favouring “Andhra Pradesh State Road Transport Corporation” for an
amount as specified in Appendix -A10 on or before 45 days from the date of issue
of Letter of Intent or on the date of signing of Authorisation Agreement whichever
is earlier.

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[9]
3. Annual Premiums, Additional Development Premium (ADP), Advance Annual
Premiums & ADP (interest free Security Deposits) over the Authorization period
of 33 years.
4. First Year Annual Premium for an amount as specified in Appendix – A10, Advance
Premium for an amount equivalent to First Year Annual Premium shall be paid
within 45 days of issue of LoI or on the date of signing of Authorisation Agreement
whichever is earlier in the form of Demand Draft drawn on any Nationalised/
Scheduled Bank (other than Co-Operative Banks).
5. Minimum Additional Development Premium as specified in Appendix – A10, and
advance Additional Development Premium equivalent to Fourth Year Additional
Development Premium shall be paid on or before 3rd
Anniversary of the agreement.
6. The above mentioned minimum Additional Development Premium / Revenue
Share shall be paid on Annual basis. If the Annual revenue share is higher than
the minimum amount, we shall pay the difference within 30 days from the date
of approval of Annual Accounts by the SPC board.
Payment of Annual Premium commences from the date of agreement and payment of
Addition Development Premium will commence upon completion of three years from the
date of agreement. Payment of Annual Premium and Additional Development Premiums
shall be paid every year in advance by 10th
of _____________, in favour of Accounts
Officer, ASPRTC, ___________ Region payable at __________ in the form of
Demand Draft drawn on any Nationalised / Scheduled Bank (other than Co-Operative
Banks). The schedule of Annual Premiums and Additional Development Premium for 33
years is as follows:
SIGNATURE _________________
NAME _________________
DESIGNATION _________________
COMPANY SEAL COMPANY _________________
DATE _________________

Volume II
Formats for
Bid
Submission
[10]
Appendix A6
Format For
CONSORTIUM AGREEMENT
(In case the Bidder being a Consortium)
(On Rs.100 Non Judicial Stamp Paper)
THIS AGREEMENT is executed at ________ on this _______ day of __________ 2011
between _____________a Company registered under the Companies Act 1956 and having
its registered Office at_____________(hereinafter referred to as “the Party of the First
Part”) and ______________also a Company registered under the Companies Act 1956 and
having its registered office at ______________ (hereinafter referred to as “the Party of the
Second Part”) and ______________also a Company registered under the Companies Act
1956 and having its registered office at ______________ (hereinafter referred to as “the
Party of the Third Part”) [Depends on the number of consortium members]
WHEREAS
I. All the Parties of the First, Second and Third Part are entitled to enter into joint
venture/ partnership with any person or persons including a company for carrying on
the business authorised by their respective Memorandum of Association.
II. The Parties hereto propose to participate as a Consortium for the Bid based on the
Request For Proposal (RFP) from Andhra Pradesh State Road Transport Corporation
for the project of Development of vacant site at __________, _________ District
(Project Name) under B.O.T (Build, Operate and Transfer scheme)
. (“the Bid”) by pooling together their resources and expertise.
III. If the Parties hereto succeed in the Bid, they propose to incorporate a Project
Company, which will undertake financing, designing, construction, commissioning,
marketing, operation and management of the Commercial Project Development of
vacant site at __________, _________ District (Project Name) under B.O.T (Build,
Operate and Transfer scheme) . (“the Project”).
IV. The Parties hereto are desirous of recording the broad terms of their understanding as
set out here below:

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[11]
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-
1. That the Parties hereto agree to carry on the business in Joint Venture on the broad
terms and conditions herein through a Project Company to be incorporated by them
with the shareholding commitments expressly stated to domicile the project, prior to
the implementation
2. That the business of the SPC (Special Project Company) will be that of Developing,
Financing, Constructing, Operating, Managing and Transferring the Project back to
APSRTC.
3. That in the event the Parties hereto succeed in the Bid for the Project, the Project
Company will execute the Project in accordance with terms and conditions of the
RFP document and will execute the Authorisation Agreement and all the documents
/ writings / papers with the APSRTC and construct and commission the project in
accordance with the plans/designs sanctioned by the appropriate /concerned
authorities.
4. That it shall be ensured that the Consortium as a whole need to maintain minimum
51% of the equity Share Capital in the SPC for a period that shall not be less than 10
years from the date of signing of the Authorisation Agreement.
5. That it shall also be ensured that ______________ (“the Lead Member”) holds at
least 26% of the capital of the Project Company (SPC) for a period that shall not be
less than Ten years from the date of signing of the Authorisation Agreement, and
______________ and _____________ (other constituent members of the
Consortium) also hold at least 10% of the capital of the Project Company each, for a
period of 10 years from the date of signing of the Authorisation Agreement.
6. The roles and responsibilities of the Members of the Consortium shall be as follow:
(a) The Party of the First Part (Lead Member) shall be responsible for:
(i)
(ii)
(iii)
(b) The Party of the Second Part shall be responsible for:
(ii)
(iii)
(iv)

Volume II
Formats for
Bid
Submission
Bidder12
(c) The Party of the Third Part shall be responsible for:
(i)
(ii)
(iii)
(Note: Role & responsibility of all members of the Consortium shall be included in the above
para)
7. Each of the Parties shall be liable and responsible jointly and severally for:
a. Compliance of all statutory requirements as may be applicable in respect of
the Project.
b. Contribute to the joint Venture all of its management and business
experience, financial resources, expertise, competence and acumen for the
success of the Project.
8. That the minimum equity holding of each Party (Member) (in percentage term) in
the Project Company (SPC) shall be as follows:
Name of the Party (Member) % of equity capital
………………………... --------------------
………………………... --------------------
………………………... --------------------
9. That the responsibility of all the members of the Consortium shall be joint and
several at every stage of implementation of the Project.
8. That in case the project is awarded to the Consortium, the Consortium will carry out
all the responsibilities as the Authorisee and will comply with all the terms and
conditions of the Authorisation Agreement as would be entered with the APSRTC
(Grantor).
9. That this Agreement shall remain in full force and effective till the Project Company
is formed and the Authorisation Agreement is signed.
10. That nothing in this Agreement shall be construed to prevent or disable any Party
hereto to carry on any business, which is permitted under the governing law, on their
own in terms of their respective Memorandum of Association.
(Note: The above provisions are mandatory, the Consortium may add any other provision, if required)
IN WITNESS WHERE OF the parties have put their respective hands the day and year first
hereinabove written.

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[13]
Signed and delivered for and on behalf)
Of the within named M/s…………….. )
… by its Director, ………………... )
…duly authorised in the presence of )
……………………………………….. )
Signed and delivered for and on behalf )
Of the within named M/s………….… )
….by it’s Director, ………………….. )
_____________________________ )
duly authorised in the presence of )
…………………………………… )
Signed and delivered for and on behalf )
Of the within named M/s………….… )
….by its Director, ………………….. )
_____________________________ )
duly authorised in the presence of )
…………………………………… )

Volume II
Formats for
Bid
Submission
Bidder14
Appendix A7
Format For
POWER OF ATTORNEY FOR APPOINTING THE LEAD MEMBER - SIGNED
BY ALL MEMBERS OF THE CONSORTIUM
{On Rs. 100/- Non Judicial Stamp Paper}
KNOW ALL MEN by these presents that this power of attorney is being issued by,
(i) ......... [Name of the company], a company incorporated under the Companies
Act 1956, having its Registered Office at. ..…... [Address of the
Company],
(ii) .................... [Name of the company], a company incorporated under the
Companies Act 1956, having its Registered Office at. ..…... [Address
of the Company],
(iii) .................... [Name of the company], a company incorporated under the
Companies Act 1956, having its Registered Office at. ..…... [Address
of the Company]
here in after collectively referred to as Consortium.
WHEREAS the Consortium is to submit a Bid in response to the Request for Proposal
(“RFP”) for the Commercial Project “Development of vacant site at ___________,
__________ District (Project Name) under B.O.T (Build, Operate and Transfer scheme)”.
(“the Project”). , issued by Andhra Pradesh State Road Transport Corporation and is
desirous of appointing an attorney for the purpose thereof.
Whereas the Consortium deems it expedient to appoint M/s. ___________ (name of
Company, registered office address) as the Lead Member of the Consortium.
NOW KNOW WE ALL BY THESE PRESENTS, that the Consortium do hereby
nominate, constitute and appoint . . . . … .[name the lead member company] as its true and
lawful Attorney to do and execute all or any of the following acts, deeds and things for the
Consortium in its name and on its behalf, that is to say:
(a) To act as the Lead Member of the Consortium for the Purposes of the Project;
(b) In such capacity, to act as the Consortium’s official representative for
submitting the Technical and Price Bid for the Project and other relevant
documents in connection therewith.
(c) To sign all papers for Bids, offers, Project documents, necessary documents,
papers, applications, representations and correspondence necessary and proper
for the purpose aforesaid;

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[15]
(d) To tender documents, receive and make inquiries, make the necessary
corrections and clarifications to the Project documents, as may be necessary;
(e) To sign and execute contracts relating to the Project, including variation and
modification thereto;
(f) To represent the Consortium at meetings, discussions, negotiations and
presentations with APSRTC, Competent Authorities and other Project related
entities;
(g) To receive notices, instructions and information for and on behalf of the
Consortium;
(h) To execute the Authorization Agreement for and on behalf of the Consortium;
(i) To do all such acts, deeds and things in the name and on behalf of the
Consortium as necessary for the purpose aforesaid.
AND the Consortium hereby covenant with the said Attorney to ratify and confirm all and
whatever the attorney may lawfully do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF the Company puts its hand and seal to this Power of Attorney
on this...[Day, month & year]
The common seal of [name of the
company] was here unto affixed pursuant to
a resolution passed at the meeting of
Committee of Directors held on --- Day of
------------, 2012 in the presence of [name
& designation of the person] and
countersigned by [name & designation of
the person] of the Company of [name of
the company]
) The common seal of [name of the
)
)
)-----------------------------------------------
) [Name & designation of the person]
)

Volume II
Formats for
Bid
Submission
Bidder16
Appendix A8
Format For
POWER OF ATTORNEY FOR THE BID SIGNATORY
{On Rs. 100/- Non Judicial Stamp Paper}
KNOW ALL MEN by these presents that we,____ [name of the Company], a company
incorporated under the Companies Act 1956, having its Registered Office at. … [Address of
the Company] (Hereinafter referred to as “Company”):
WHEREAS in response to the Request for Proposal (RFP) for Design, Finance, Build,
Operate, Maintain, Manage and Transfer the Commercial Project “ Development of vacant
site at ___________, __________ District, the Company is submitting Bid Comprising
Capability Statement, Technical and Price Bids on behalf of the Bidder/Consortium for the
Design, Financing, Construction, Operation and Maintenance of the Project to the Director
(Central Projects), APSRTC, and is desirous of appointing an attorney for the purpose
thereof.
WHEREAS the Company deems it expedient to appoint Mr. ___________ son of
_________ resident of _________, holding the post of _____________ as the Attorney of
the Company.
NOW KNOW WE ALL BY THESE PRESENTS, that __________ [name of the
company] do hereby nominate, constitute and appoint_______________________ [name
& designation of the person], as its true and lawful Attorney so long as he is in the
employment of the Company to do and execute all or any of the following acts, deeds and
things for the Company in its name and on its behalf, that is to say:
To act as the Company’s official representative for submitting the Bid comprising Capability
Statement, Technical Bid and Price Bid for the said project and other relevant documents in
connection therewith;
To sign all the necessary documents, papers, testimonials, applications, representations and
correspondence necessary and proper for the purpose aforesaid;

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[17]
To tender documents, receive and make inquiries, make the necessary corrections and
clarifications to the Bid and other documents, as may be necessary;
To do all such acts deeds and things in the name and on behalf of the Company as necessary
for the purpose aforesaid.
The common seal of [name of the company]
was here unto affixed pursuant to a resolution
passed at the meeting of Committee of
Directors held on --- Day of ------------, 2013
in the presence of [name & designation of the
person] and countersigned by [name &
designation of the person] of the Company of
[name of the company]
)
)
)-----------------------------------------------
)
)
)-----------------------------------------------
)

Volume II
Formats for
Bid
Submission
Bidder18
Appendix A9
Format for Board Resolution
(Board Resolution by the Bidder or each member of the Consortium, in case the Bidder is
Consortium, indicating the approval to undertake the Project and authorise a person for
signing of necessary documents.)
_____________
Resolved that the Company will participate in the Bidding for the Commercial Project
“Development of vacant site at _____________, ___________ District” under B.O.T
Scheme by forming a Consortium with ____________ at _________ and _________ at
_________ .
Further it is resolved that the following person is being nominated for representing the
Company and signing the documents on Company’s behalf:
Name : ______________
Designation: __________
Contact No: __________
Contact Address: ______

Volume II
Formats for
Bid
Submission
[19]
Appendix – A10
Data Sheet (Financial Parameters)
S. No. Location
Project Site
Area (In
Square Yards)
Amount (in Rs Lakhs)
Bid
Security
Perform-
ance
Security
Annual Premium
(for 1st Year)
Annual
Development
Premium
(for 4th Year)
Project
Develop-
ment Fee
Upfront Amount
(Base Premium)
1
Bus Station, Ibrahimpatnam,
Hyderabad 2823 4.49 22.46 11.29 2.26 4.49 22.58
2 Bus Depot, Medchal, District 14740 28.94 144.71 51.59 10.32 28.94 103.18
3
D.M Office, Sangareddy,
Medak Dist. 6259 8.93 44.67 31.30 6.26 8.93 63.14
4
Old Bus Station, Wanaparthy,
Mahaboobnagar Dist. 2693 4.00 20.02 21.54 4.31 4.00 43.20
5
Bus Station Choutuppal,
Nalgonda Dist. 11992 19.09 95.44 35.98 7.20 19.09 71.95
6
Bus Station Armoor (Bit 2) ,
Nizamabad Dist. 3803 5.45 27.26 15.21 3.04 5.45 30.42
7
Bus Station Manthani,
Karimnagar Dist. 2556 3.42 17.10 5.11 1.02 3.42 10.22
8
Bus-Depot, Jagityal,
Karimnagar Dist. 4839 8.22 41.10 24.20 4.84 8.22 48.39
9
Bus station, Sathupally,
Khammam Dist. 9663 11.91 59.56 26.09 5.22 11.91 52.18
Bidder

Volume II
Formats for
Bid
Submission
Bidder
20
S. No. Location
Project Site
Area (In
Square Yards)
Bid
Security
Perform-
ance
Security
Annual Premium
(for 1st Year)
Annual
Development
Premium
(for 4th Year)
Project
Develop-
ment Fee
Upfront Amount
(Base Premium)
10
Bus station, Thallada,
Khammam Dist. 5140 6.40 31.99 7.71 1.54 6.40 15.42
11
Bus Station, Narasannapet,
Srikakulam Dist. 4266 5.99 29.94 12.80 2.56 5.99 25.60
12
Bus Station, Kothavalasa,
Vizianagaram Dist. 4500 7.38 36.90 11.25 2.25 7.38 22.50
13
Bus Station, S.Kota,
Vizianagaram Dist. 2004 2.75 13.74 10.02 2.00 2.75 20.04
14
Bus Depot Anakapalli,
Visakhapatnam Dist. (Rear side) 4373 6.16 30.78 10.39 2.08 6.16 20.77
15
Bus Station Tuni,
East Godavari Dist. 6146 7.69 38.43 15.37 3.07 7.69 30.73
16
Old Bus Station, Kakinada,
E.Godavari Dist. 4011 7.95 39.74 15.04 3.01 7.95 30.08
17
Bus Station Rajahmundry,
E.Godavari Dist. (front portion), 2423 4.00 20.01 24.23 4.85 4.00 48.46
18
Bus Station Vuyyuru,
Krishna Dist. 2961 3.89 19.44 13.32 2.66 3.89 26.65
19
Old Bus Station, Guntur
(near Rythu Bazar) 8364 14.22 71.08 188.19 37.64 14.22 383.03
20
Bus Station, Bapatla (NW - Block),
Guntur Dist. 2161 3.35 16.74 10.81 2.16 3.35 21.61
21
Bus station, Chilakaluripet ( S-W
Corner), Guntur Dist. 1230 0.97 4.86 7.38 1.48 0.97 14.76

Volume II
Formats for
Bid
Submission
_______________________________________________________________________________________________________________
Bidder
[21]
S. No. Location
Project Site
Area (In
Square Yards)
Bid
Security
Perform-
ance
Security
Annual Premium
(for 1st Year)
Annual
Development
Premium
(for 4th Year)
Project
Develop-
ment Fee
Upfront Amount
(Base Premium)
22
Bus Station, Tripuranthakam,
Prakasam Dist. 1952 2.20 10.98 1.95 0.39 2.20 4.66
23
Bus Station Gudur (Bit -2),
Nellore Dist. 4302 6.73 33.63 10.76 2.15 6.73 21.79
24 Bus Depot- I Chittoor (Bit-1) 6107 9.83 49.13 27.48 5.50 9.83 54.96
25 Bus Depot- I Chittoor (Bit-2) 3198 3.32 16.59 19.19 3.84 3.32 38.38
26
Bus Depot Palamaner (Bit -1),
Chittoor Dist. 10743 13.96 69.80 26.86 5.37 13.96 54.12
27
Bus Station Vayalapadu,
Chittoor Dist. 2982 3.26 16.32 4.47 0.89 3.26 8.95
28
Bus Station Guntakal,
Ananthapur Dist. 1448 1.67 8.36 5.79 1.16 1.67 11.58
29
Bus Station Hindupur (Bit-1),
Ananthapur Dist. 2009 2.33 11.65 7.03 1.41 2.33 14.06
30
Ananthapur Dist. 1674 1.85 9.26 5.86 1.17 1.85 11.72
31
Bus Station Nandikotkur,
Kurnool Dist. 3533 5.43 27.14 10.60 2.12 5.43 21.47
32 Bus Station Allagadda, Kurnool Dist. 2827 2.98 14.91 8.48 1.70 2.98 18.96

Volume II
Formats for
Bid
Submission
Bidder
22
Appendix – A11
Experience Criteria
The Bidder should have Developed/Constructed a single Project of a minimum built up area (RCC Structure/ Combination of RCC-Steel
Structure including parking ) as specified at Column (4) of worth not less than the value specified in Column (5) of the following table in the
last three years from the date of issue of RFP.
OR
The Bidder should have Developed/Constructed a total built up area (RCC Structure/ Combination of RCC-Steel Structure including parking )
as specified at Column (6) comprising not more than 5 Projects of worth not less than the value specified in Column (7) of the following table
in the last 5 (five) years from the date of issue of RFP.
Sl.
No. Place
Project Site
Area
(in Square
Yards)
Single Project in last 3 years 5 Projects in last 5 years
Built up Area
(in Sft)
Value
(in Rs. lakhs)
Built up Area (in
Sft)
Value (in
Rs. lakhs)
(1) (2) (3) (4) (5) (6) (7)
1
Bus Station, Ibrahimpatnam,
R.R.Dist. 2823 18750 225.00 37500 450.00
2
Bus Depot, Medchal,
R.R.Dist. 14740 120600 1447.20 241200 2894.40
3
Medak Dist. 6259 37250 447.00 74500 894.00
4
Mahaboobnagar Dist. 2693 16700 200.40 33400 400.80

Volume II
Formats for
Bid
Submission
__________________________________________________________________________________________________________________
Bidder
[23]
Sl.
No. Place
Project Site
Area
(in Square
Yards)
Built up Area
(in Sft)
Value
(in Rs. lakhs)
Built up Area (in
Sft)
Value (in
Rs. lakhs)
(1) (2) (3) (4) (5) (6) (7)
5
Nalgonda Dist. 11992 79550 954.60 159100 1909.20
6
Nizamabad Dist. 3803 22750 273.00 45500 546.00
7
Karimnagar Dist. 2556 14250 171.00 28500 342.00
8
Karimnagar Dist. 4839 34250 411.00 68500 822.00
9
Khammam Dist. 9663 49650 595.80 99300 ######
10
Khammam Dist. 5140 26700 320.40 53400 640.80
11
Srikakulam Dist. 4266 25000 300.00 50000 600.00
12
Vizianagaram Dist. 4500 30800 369.60 61600 739.20
13
Vizianagaram Dist. 2004 11450 137.40 22900 274.80

Volume II
Formats for
Bid
Submission
Bidder
24
Sl.
No. Place
Project Site
Area
(in Square
Yards)
Built up Area
(in Sft)
Value
(in Rs. lakhs)
Built up Area (in
Sft)
Value (in
Rs. lakhs)
(1) (2) (3) (4) (5) (6) (7)
14
Visakhapatnam Dist. (Rear side) 4373 25700 308.40 51400 616.80
15
Bus Station Tuni,
East Godavari Dist. 6146 32050 384.60 64100 769.20
16
E.Godavari Dist. 4011 33150 397.80 66300 795.60
17
E.Godavari Dist. (front portion), 2423 16700 200.40 33400 400.80
18
Krishna Dist. 2961 16200 194.40 32400 388.80
19
(near Rythu Bazar) 8364 59250 711.00 118500 1422.00
20
Bus Station, Bapatla (NW - Block), Guntur
Dist. 2161 14000 168.00 28000 336.00
21
Bus station, Chilakaluripet ( S-W Corner),
Guntur Dist. 1230 4050 48.60 8100 97.20
22
Prakasam Dist. 1952 9150 109.80 18300 219.60
23
Nellore Dist. 4302 28050 336.60 56100 673.20

Volume II
Formats for
Bid
Submission
_________________________________________________________________________________________________________________
Bidder[25]
Sl.
No. Place
Project Site
Area
(in Square
Yards)
Built up Area
(in Sft)
Value
(in Rs. lakhs)
Built up Area (in
Sft)
Value (in
Rs. lakhs)
(1) (2) (3) (4) (5) (6) (7)
24 Bus Depot- I Chittoor (Bit-1) 6107 40950 491.40 81900 982.80
25 Bus Depot- I Chittoor (Bit-2) 3198 13850 166.20 27700 332.40
26
Chittoor Dist. 10743 58200 698.40 116400 1396.80
27
Chittoor Dist. 2982 13600 163.20 27200 326.40
28
Ananthapur Dist. 1448 7000 84.00 14000 168.00
29
Bus Station Hindupur (Bit-1), Ananthapur
Dist. 2009 9750 117.00 19500 234.00
30
Bus Station Hindupur (Bit-2), Ananthapur
Dist. 1674 7750 93.00 15500 186.00
31
Kurnool Dist. 3533 22650 271.80 45300 543.60
32
Bus Station Allagadda,
Kurnool Dist. 2827 12450 149.40 24900 298.80

26
Financial Criteria
The Bidder should have
(a) Average Annual Turn-over of an amount as specified in Column ( 4) against each
Project in the following Table in the last three financial years (2010-11, 2011-12 and
2012-13) as per the Audited Annual Accounts.
AND
(b) Minimum Net-worth : The Bidder should have minimum Net worth value as
specified in Column ( 5) against each Project in the following Table as of the close of
the preceding Financial Year i.e. as on 31.03.2013.
.
Sl.
No. Place
Project Site
Area
(in Square
Yards)
Rupees in lakhs
Annual
Turnover
Networth
(1) (2) (3) (4) (5)
1 Bus Station, Ibrahimpatnam, R.R.Dist. 2823 224.64 112.32
2
Bus Depot, Medchal,
R.R. District 14740 723.56
3
Medak Dist. 6259 446.72 223.36
4
Mahaboobnagar Dist. 2693 200.16 100.08
5
Nalgonda Dist. 11992 954.41 477.21
6
Nizamabad Dist. 3803 272.55 136.28
7
Karimnagar Dist. 2556 171.00 85.50
8
Karimnagar Dist. 4839 411.00 205.50
9
Khammam Dist. 9663 595.58 297.79
10
Khammam Dist. 5140 319.92 159.96
11
Srikakulam Dist. 4266 299.42 149.71
12
Vizianagaram Dist. 4500 369.02 184.51
13
Vizianagaram Dist. 2004 137.40 68.70
14
Visakhapatnam Dist. (Rear side) 4373 307.82 153.91
15
Bus Station Tuni,
East Godavari Dist. 6146 384.30 192.15
16
E.Godavari Dist. 4011 397.35 198.68
Appendix – A12
1447.11

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[27]
Sl.
No. Place
Project Site
Area
(in Square
Yards)
Rupees in lakhs
Annual
Turnover
Networth
(1) (2) (3) (4) (5)
17
E.Godavari Dist. (front portion), 2423 200.07 100.04
18
Krishna Dist. 2961 194.37 97.19
19
(near Rythu Bazar) 8364 710.78 355.39
20
Bus Station, Bapatla (NW - Block),
Guntur Dist. 2161 167.42 83.71
21
Bus station, Chilakaluripet ( S-W
Corner), Guntur Dist. 1230 48.60 24.30
22
Prakasam Dist. 1952 109.79 54.90
23
Nellore Dist. 4302 336.32 168.16
24 Bus Depot- I Chittoor (Bit-1) 6107 491.25 245.63
25 Bus Depot- I Chittoor (Bit-2) 3198 165.88 82.94
26
Chittoor Dist. 10743 697.95 348.98
27
Chittoor Dist. 2982 163.20 81.60
28
Ananthapur Dist. 1448 83.57 41.79
29
30
31
Kurnool Dist. 3533 271.37 135.69
32
Bus Station Allagadda,
Kurnool Dist. 2827 149.06 74.53

Volume II
Formats for
Bid
Submission
Bidder28
Appendix A13
Anti-Collusion Certificate
(Format for Anti-Collusion Certificate)
We hereby certify and confirm that in the preparation and submission of our Bid for the
Project
“ Development of vacant site at __________, __________ District (Project Name)”
under B.O.T (Build, Operate and Transfer) scheme , we have not acted in concert or in
collusion with any other Bidder or other person(s) and also not done any act, deed or thing
which is or could be regarded as anti-competitive.
We further confirm that we have not offered nor will offer any illegal gratification in cash or
kind to any person or agency in connection with the instant Bid.
Dated this ..........................Day of ......................, (month/year)
....................................................
(Name of the Bidder)
....................................................
(Signature of the Authorised Person)
....................................................
(Name of the Authorised Person)
Note:
1. On the Letterhead of the Bidder
To be executed by all members in case of a Consortium

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[29]
Appendix A14
Anti-Blacklisting Affidavit
Format for Affidavit certifying that the Entity/Promoter/s / Director/s of
Entity are not blacklisted
(On a Stamp Paper of relevant value)
Sub: Development of vacant site at __________, __________ District (Project
I, M/s. ……………… (Sole Applicant / Lead Member/ Other Member /s), (the names
and addresses of the registered office) hereby certify and confirm that we or any of our
promoter/s / director/s are not barred by APSRTC, / any other entity of Govt. of Andhra
Pradhesh or blacklisted by any state government or central government / department /
agency in India from participating in Project/s, either individually or as member of a
Consortium as on the _______ (Bid Due Date).
We further confirm that we are aware that our Bid for the captioned Project would be liable
for rejection in case any material misrepresentation is made or discovered with regard to the
requirements of this RFP at any stage of the Bidding Process or thereafter during the
Concession Period.
Dated this ……………………..Day of …………………., 2013
Name of the Bidder
Signature of the Authorised person
Name of the Authorised Person
Note: To be executed separately by all the Members in case of Consortium.

Volume II
Formats for
Bid
Submission
Bidder30
PART B
FORMATS FOR TECHNICAL BID (ENVELOPE- 1)
Appendix Format for
Appendix B1 General Information of the Bidder
Appendix B2 Financial Data
Appendix B3 Development/Construction Experience
Appendix B4 Letter of Undertaking for Technical Details.

Volume II
Formats for
Bid
Submission
______________________________________________________________________
Bidder
31
Appendix B1
Format For
GENERAL INFORMATION OF THE BIDDER
S.
No
Particulars Details
1. Basic Information of Organisation
a) Name of Firm
b) Status of the Firm Sole Bidder/
Lead Consortium Member
/ Other Consortium
Member
(Strike out whichever is not
applicable)
c) Country of incorporation
d) Address of the corporate headquarters and its
branch office(s), if any, in India
e) Date of incorporation and / or commencement of
business
f) Ownership of the Organisation
(List of stakeholders / members who own 10% or
more stocks & their interest in the company
1.
2.
3.
g) List of current directors
h) Other key management personnel
2. Brief description of the Company including details
of its main lines of business.
3. Proposed role and responsibilities of the Company
in this project
4. Details of individual (s) who will serve as the point
of contact/communication within the Company:
(a) Name
(b) Designation
(c) Address
(d) Telephone Number
(e) E-Mail Address
(f) Fax Number
Note: In case of a Consortium, the information above (1-4) should be provided for all the
members of the consortium in separate sheets.
SIGNATURE ___________________
NAME ___________________
DESIGNATION ___________________
COMPANY SEAL COMPANY ___________________
DATE ___________________

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[32]
Appendix B2
Format For
FINANCIAL DATA
1. Turnover related data
All figures in Rs Lakhs
2. Net-worth related data:
a). In case of Companies / Partnership Firms :
All figures in Rs lakhs
b). In case of Proprietorship Firms / Individuals:
Note : 1. Audited Financial Statements shall required to be submitted in support of the Net
Worth shown above.
Description Past Three Financial Years
2010-11 2011-12 2012-13
Operating Revenue
(add) Other Revenue
Total Turnover
Description As on 31.03.2013
Subscribed and paid up share Capital /
Share Capital
(add) Reserves & Surplus
(Subtract) ( Revaluation Reserves +
Miscellaneous expenditure not written off
+ Deficit in P & L Account if any )
Net Worth As on 31.03.2013
Total Assets
(Subtract) Liabilities
Net Worth As on 31.03.2013

Volume II
Formats for
Bid
Submission
Bidder33
2. The Net Worth beyond 31.03.2013 will not be accepted.
3. Net Cash Accrual related data
* Details of the items included in the non-cash expenditure have to be provided.
Note: 1.In case of Bidder being a Consortium, the above details shall be submitted for the
Lead Member and all the other members separately.
3. The Bidder /Consortium shall submit Audited Annual Reports for the last
three years (2010-11, 2011-12 and 2012-13) for the Lead Member and each of
the Other Members in support of the financial data.
4. The above data must be submitted for all Consortium members or sole
Bidder as the case may be duly certified by Statutory Auditor / Chartered
Accountant.
SIGNATURE ___________________
NAME ___________________
DESIGNATION ___________________
COMPANY ___________________
DATE ________________
Signature of Statutory Auditor / Chartered Accountant
(Name and Seal )
Date :
Place :
Profit After Tax
(add) Depreciation
(add) Other non cash expenditure
Net Cash Accrual

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[34]
Appendix B3
Format For
DEVELOPMENT/CONSTRUCTION EXPERIENCE
Note: Construction/Development experience shall be as defined in the RFP, Instructions to Bidders
Notes:
1. The claimed experience shall be supported by documentary evidence i.e.
Completion certificates, commissioning certificates duly attested etc.
2. In case of Consortium the above details are to be given for each Member, as
applicable.
3. If the Bidder is claiming experience of Construction as a contractor, it should provide
a Completion Certificate for each Project from the Client/ employer. If the Bidder is
claiming experience of BOT/ Own Project Promotion and Development
Experience, then it should provide certificates from its CA/ Statutory Auditor in the
format given below:
Sl.
No.
Name
of
Project
Name
Client/
Owner
Location Type of
Experience:
Construction
or
Development
Details
of Project
in terms
of Built-
up Area
(Sq.m)
Value
in
INR
lakhs
Constructed/
Developed as
single entity
or as Lead
Member of
Consortium
Completion
Date
1
2
3
4
5

Volume II
Formats for
Bid
Submission
Bidder35
This is to certify that _____________________________ (Name of the Bidder) has
promoted and developed ________________________ (Title and nature of the
Project) with a total built-up area of _______________ sq.m.
The Project was commissioned, on __________________________ (Date) and
__________________ (Name of the Bidder) held ___________% of the equity
capital in the Project as on the date of commissioning.
We further certify that total cost of the Project, as on the date of commissioning was
Rs.____________________.
__________________
Signature of the CA/ Statutory Auditors
(With seal and registration no)
_________________________
Signature of the Architect who designed the building and/or supervised construction
(With seal and registration no.)
Signature ______________________
Name ______________________
Designation_____________________
Company ______________________
Date_________________________

Volume II
Formats for
Bid
Submission
Bidder36
Appendix B4
Format For
LETTER OF UNDERTAKING FOR TECHNICAL DETAILS
[On the Letterhead of the Bidder (in case of Sole Bidder) or Lead Member (in case of a
Consortium)]
Date:
Telefax: +91-040-27615776
Sub: Development of vacant site at ___________, ____________ District under
B.O.T Scheme – Technical Details.
Dear Sir:
As a part of the Bid for Development of Commercial Project “Development of vacant
site at ___________, __________ District under B.O.T Scheme”, we hereby agree to
develop and operate the Project as per the requirements stipulated in the RFP for the
Authorisation Period of 33 years. We hereby undertake that if the Project is awarded to
us, we will meet the requirements as specified hereunder and hereby give our compliance
for the same:
Sl.
No.
Components Details
1. Other Obligation
(Mandatory Facility)
To provide the Grantor with at least 200 sq. ft. of built-up space
(including toilet facility) in any floor within the Project Facility
along with 2 car equivalent parking space free of cost. Also to
construct Compound wall of required height along the RTC
boundary by the bidder at its cost.
2. Development
Guidelines
As per Municipal Authorities and any other Statuary
Authorities.
3. Implementation Plan The Project facility shall be completed within 2 (two) years
from the date of signing of the Authorisation Agreement.
4. Technical
Specifications
As per the Technical specifications provided in the Section
III, of this RFP, other relevant BIS codes and other
Indian/ international Standards

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
[37]
Sl.
No.
Components Details
5. Performance
Standard
As per the Performance Standards specified in Section III,
of the RFP and as per the good industry practices
6. Environmental
Norms
Mandatory Compliance of all Environmental Norms of the
State and Central Governments as may be applicable for
the Project.
7. Applicable Permits Obtain and maintain at own cost all Applicable Permits,
including all environmental permits, in conformity with the
Applicable Laws and be in Compliance therewith.
We hereby assure you and guarantee that in future, from time to time whenever we are
required to undertake or follow any specific guideline / law, we shall do the needful as
required to ensure that the project and the Authorisee comply to the legal requirements.
Yours faithfully,
__________________________
(Signature of Authorised Signatory)

Volume II
Formats for
Bid
Submission
Bidder38
PART C
FORMAT FOR PRICE BID SUBMISSION
(Envelope – 2)
Appendices Format for
Appendix C1 Price Bid & Letter

Volume II
Formats for
Bid
Submission
________________________________________________________________________
Bidder
39
Appendix C1
Format For
PRICE BID AND LETTER
{On the Letterhead of the Bidder (in case of Sole Bidder) or Lead Member (in case of a
Consortium)}
Date:
Hyderabad – 500 624.
Sub:Price Bid for the Development of Vacant Site at _____________, _____________
District (Project Name) under B.O.T. Scheme.
Dear Sir:
As a part of the Bid for the Commercial Project “Development of Vacant Site at _________,
___________ District under B.O.T. Scheme”, we hereby submit the following Price offer as
Upfront Authorisation Amount to Andhra Pradesh State Road Transport Corporation (APSRTC)
for the Authorisation Period of 33 years (including construction period), quoted over and above the
reserve amount as specified in Data Sheet (Appendix – A10).
We quote Rupees _____________________[in words], ____________________(in figures) as
the Upfront Authorization Amount being offered by us, against the Reserve amount
specified in Data Sheet (Appendix – A10).
We understand that the Upfront Authorization Premium shall be paid by us in two installments. An
amount equivalents to 50% of the Upfront Authorization Premium quoted above shall be paid
within 45 days from the issue of LoI as a precondition to the signing of Authorization Agreement.
Balance amount equivalent to 50% of the Upfront Authorization Premium quoted above shall be
paid within 365 days from the date of signing of Authorization Agreement. We abide by the above
quote/offer and terms condition of the RFP, if APSRTC select us the Preferred Bidder.

Volume II
Formats for
Bid
Submission
40
We also understand that, in case any differences between the quoted amounts in words and figures,
the highest of the amount will be considered as our quote of the Upfront Authorization Premium
offered.
Yours faithfully,
(Signature of Authorised Signatory
________________________________________________________________________
Bidder

Development of Vacant site of APSRTC
at 32 Places
Under Build, Operate & Transfer (B.O.T.)
Scheme
VOLUME III – DEVELOPMENT CONTROLS &
TECHNICAL SPECIFICATIONS

Development of Vacant sites of APSRTC at 32 Places under B.O.T. Scheme Volume III
Development
Controls &
Technical
Specifications
DEVELOPMENT CONTROLS AND SPECIFICATIONS
TABLE OF CONTENTS
DISCLAIMER 2
1.1 PREAMBLE 2
1.2 SITE DEVELOPMENT RELATED SPECIFICATIONS 2
1.3 CIVIL AND STRUCTURAL REQUIREMENTS 3
1.4 POWER SUPPLY 3
1.5 AIR CONDITIONING 3
1.6 FIRE FIGHTING FACILITIES 3
1.7 RAIN WATER HARVESTING 3
1.8 SIGNAGES 4
1.9 GREEN BUILDINGS (ALL PROJECT COMPONENTS) 4
1.10 FACILITIES FOR PHYSICALLY CHALLENGED PERSONS 4
1.11 SPECIFICATION FOR RETAIL AREAS 4
2.0 MAINTENANCE AND PERFORMANCE STANDARDS
2.1 GENERAL 5
2.2 MAINTENANCE WORKS 5
2.3 PERFORMANCE STANDARDS: INTENT 5
2.4 ROUTINE MAINTENANCE PERFORMANCE STANDARDS 6
2.5 PERIODIC MAINTENANCE PERFORMANCE STANDARDS 8
2.6 PERFORMANCE STANDARDS FOR OPERATION 9
1

Development of Vacant sites of APSRTC at 32 Places under Build, Operate & Transfer (B.O.T.) Scheme Volume III
Development
Controls &
Technical
Specifications
Disclaimer
The information provided in this part of RFP, is as per the existing byelaws,
regulations (G O Ms No. 168, issued by Municipal Administration and Urban
Development, Government of Andhra Pradesh, Dated 07.04.2012) and subject to
change with change in the policies of Government and other Statuary or
applicable laws. Bidder should check the reliability and completeness of the
information given in the RFP. The bidder should conduct his own studies,
analysis and advised to obtain any other relevant information that may be
necessary for the submission of Bid, on his own responsibility.
The site is located at .............................................................. District. The extent
of the site is ...............Sq.yards or .......... Sqm. The site plan is placed at
Annexure-I
Applicable Height Regulations (Maximum permissible height of construction),
Open Spaces, Set Backs Regulations and Parking requirements are as per G O Ms
No. 168, MA & UD (M) Dept. dt.07.04.2012.
For the planning and designing of Multiplex – “Andhra Pradesh Rules for
Construction and Regulations of Multiplex Complexes, 2007, G.O. Ms No
486, dated 07.07.2007 issued by Municipal Administration & Urban
Development” shall be followed.
1.0 Specifications and standards
1.1 Preamble
The following specifications and standards cover only some of the minimum
requirements for the development. The developer shall construct, operate, maintain and
manage the project as per latest guidelines of Municipal Authorities, Govt of AP
regulations, Bureau of Indian Standards (BIS) specifications, National Building Code
(NBC) specifications as applicable.
1.2 Site development related specifications
(i) The developer shall dismantle all the existing structures within the boundary of the
site adhering to applicable standards if any after getting due approval from the
Grantor.
________________________________________________________________________
Bidder
2

Development
Controls &
Technical
Specifications
(ii) The site grading shall be done based on applicable standards/ acceptable practices
after getting due approval from the Grantor
1.3 Civil and structural requirements
(i) The buildings shall be designed in accordance with the latest Indian Standard
Codes and shall be designed to resist wind and seismic forces. An illustrative
list of codes applicable is given below.
(a) RCC structures shall be designed as per IS 456: 2000.
(b) Steel structures shall be designed in accordance with the provisions
of IS 800:1984.
(c) Structural steel shall conform to IS 2062:2006.
(d) Tubular sections would conform to IS- 4923.
(e) Structural joints shall conform to IS 4000:1992.
(ii) Developer is advised to carry out its own tests and investigations related to
soil condition, strata, bearing capacity and other characteristics.
1.4 Power supply
The Developer shall ensure:
(i) 24 hours power supply to the Project;
(ii) LT panel for appropriate power factor correction;
(iii) Adequate earthing provisions for total protection of equipments;
(iv) 100 % backup through requisite number of DG sets with 1 no as stand-by
1.5 Air conditioning
The Air Conditioning shall be as per the relevant standards and specifications of NBC,
BIS and other recognised international standards.
1.6 Fire fighting facilities
The Developer shall provide the required fire fighting equipment and facilities including
fire exits, fire proof doors, etc conforming to the relevant BIS standards, guidelines/
specifications.
The Developer shall provide the required facilities in terms of Lifts and Escalators
conforming to the relevant NBC codes of 2005 and other relevant BIS standards &
specifications.
________________________________________________________________________
Bidder
3

Development
Controls &
Technical
Specifications
1.7 Rain water harvesting
The rainwater harvesting shall be adopted as per the latest rules and regulations of
Government.
1.8 Signages
The Developer shall provide signages so as to facilitate necessary information to the
visitors regarding amenities and their location. The signages would be provided
separately:
a. Information Signs
b. Facility Signs and
c. Other Signs
1.9 Green Buildings (all Project components)
The Developer should endeavor to construct the project components to the maximum
extent possible on the principles of ‘Green Buildings’ as per the guidelines laid down by
the Indian Green Building Council and as per the Leadership in Energy and
Environmental Design (LEED- INDIA) Green Building Rating System for New
Construction with the objectives of efficient resource utilization, energy
conservation/savings and environmental protection.
1.10 Facilities for Physically Challenged Persons
The Developer shall provide all the necessary facilities to the entry/ exit, seating and
movement of physically challenged persons including wheel chairs, ramps, specially
designed seats, toilets, etc in the centre. The Developer shall provide the facilities for
disabled persons either as per the norms.
1.11 Specification for retail Areas
The Developer may develop Retail Areas providing Retail/entertainment spaces for
lifestyle shopping, food courts, etc. The GO Ms No 669 issued by Municipal
Administration and Urban Development Department GoAP dated 06.09.2007 for the
development shall be followed by the Developer for developing the above facilities.
Separate parking area catering to the needs of the Retail areas shall be followed.
________________________________________________________________________
Bidder
4

Development
Controls &
Technical
Specifications
2.0 MAINTENANCE AND PERFORMANCE STANDARDS
The following section covers minimum standards for Operation and Management
of Commercial Development, conforming to the relevant Indian standards, and the
best industry practices, Govt of AP rules and regulations. However the developer
may go for higher standards of Operations and Management, sufficing to the need
of the Commercial Development.
2.1 General
During the period of operation, the Developer shall maintain all the facilities in
accordance with performance standards and maintenance requirements, as
mentioned below:
(i) Perform periodical maintenance.
(ii) Provide functional facilities that (a) meet the project requirements; (b) have an
environmentally acceptable atmosphere for users of the facility; (c) ensure
safety and security; (d) ensure the safety of the visitors; and, (e) maintain a
good environment in the site conducive to running business around the
proposed project site
(iii) Identify potential problems early within the context of the planned
maintenance system so that corrective action may be planned and completed
in a timely manner.
2.2 Maintenance works
The Preferred Bidder shall perform routine and periodic maintenance activities for
the project infrastructure viz, civil, mechanical, electrical works and equipment,
Signage, Landscaping, internal service roads etc for meeting the specified
performance standards.
Maintenance of Circulation Areas within the Built-up spaces: Circulation Area
maintenance shall include the entire house keeping activities, requiring routine and
periodic maintenance. Annual maintenance shall be done for accessories like fans,
lighting arrangements etc in these areas.
2.3 Performance standards: intent
(i) The performance levels define the level at which the proposed facilities are to
be maintained and operated. Performance standards are defined for
operation and maintenance of the facilities and the site environment.
________________________________________________________________________
Bidder
5

Development
Controls &
Technical
Specifications
(ii) The obligations of the Preferred Bidder in respect of Maintenance
requirements shall include:
(iii) maintaining site environment so as to cause minimum disturbance to the
environment;
(iv) ensuring that the facilities are operational and rectification of the defects and
deficiencies within the minimum time;
(v) ensuring that the fixed parameters provided in this RFP are abided by at any
time during the Authorization period
(vi) Notwithstanding anything contrary to specified in this document, if the
nature and extent of any defect justifies more time for its repair or
rectification as compared to time specified herein, the Developer shall be
entitled an additional time in conformity with good industry practice.
However the Developer shall get prior approval from the Grantor, for such
additional requirements of time.
(vii) Notwithstanding anything to the contrary contained in this document if any
defect, deficiency or deterioration in the Project poses danger to the life and
property of the users thereof, the Developer shall promptly take all
reasonable measures for eliminating or minimising such danger.
2.4 Routine maintenance performance standards
The Performance Standards for routine maintenance shall be as per the Table
below:
Table 1: Performance Standards for Routine Maintenance
Sl.
No
Serviceability
Indicator
Required
Maintenance Level
Permissible Time Limit for
repairs/rectifications
1. Power Supply,
Electrical Installations,
Electrical Equipments
shall be functional
Nil Any disruption in power supply
shall be rectified in six hours.
Standby power supply by DG
sets shall be ready to be
operated and should be available
24 hours
2. Boundary Wall shall be
without any Damage /
Breach
Nil Any damage / breach to the
boundary wall shall be rectified
within three (3) days after their
detection.
3. All Toilets, Urinals,
bathrooms shall be
clean and functional
A minimum of 95%
toilets and urinals
shall be functional at
any given point of
Toilets, Urinals, bathrooms shall
be demarked with suitable
signboards. These should be
kept clean and hygienic and
________________________________________________________________________
Bidder
6

Development
Controls &
Technical
Specifications
Sl.
No
Serviceability
Indicator
Required
Maintenance Level
time. cleaning shall be done at least
twice daily.
4. All drinking water
chambers shall be clean
and functional
A minimum of 95%
drinking water
chambers shall be
functional at any
given point of time
These shall be cleaned daily.
Water supply shall be for 24
hours. Drinking water quality in
all the seasons shall be as per
WHO standards.
5. Dustbins, spittoons
etc. shall be clean and
functional
A minimum of 95%
Dustbins, spittoons
shall be functional at
any given point of
time
The dustbin shall be emptied
after every six hours or earlier if
it is full or if creates foul smell in
the neighbourhood.
6. All Information
Signage and Display
Boards shall be visible,
legible and functional
Maximum 2%
number of damaged
signage and boards at
any given point of
time
These shall be cleaned once in a
week. Damaged signage and
boards shall be replaced,
repaired within seven days of
their detection
7. Power Supply,
Electrical Installations,
Electrical Equipments
shall be functional
Nil Timely intervention with
Temporary measures within 8
hours, permanent restoration
within 7 days, depending on
nature and intensity of work
required as decided by the
Independent Engineer
8. Staircases shall be clean
and functional
Nil The staircases shall be cleaned at
least twice a day. Damaged
handrails, risers or treads shall
be repaired within three days
after detection.
9. Illumination (Lighting)
shall be functional
To meet the required
illumination level as
per national
standards
The ventilators, sky-lights, etc
serving as source of natural
ventilation and other luminaries
for artificial lighting shall be
cleaned once in seven days to
maintain the illumination level.
10. Fire Fighting
Equipments shall be
Nil Any damage to fire fighting
equipments installed in the
________________________________________________________________________
Bidder
7

Development
Controls &
Technical
Specifications
Sl.
No
Serviceability
Indicator
Required
Maintenance Level
functional facilities and in public spaces
shall be rectified within 2 days of
detection.
Fire extinguishers shall be
replaced before the end of its
expiry date.
The water tank meant for fire
fighting purpose shall remain
flooded with water to its
capacity at all the times.
11. Water Tank shall be
clean and functional
Nil Water tank shall be cleaned and
disinfected every month (by
usage of approved chemicals) to
ensure that no inorganic
sedimentation takes place.
2.5 Periodic maintenance performance standards
In order to maintain the quality and operational standards of high quality, the
periodic maintenance/renewal activities are proposed for the Project in Table 2
Table 2: Periodic Maintenance/ Renewal Activities
S.No. Periodic Renewal Activities Time Limit for renewal
1.
Repainting of Buildings and all other
structures.
Minimum once in three years
2.
Repainting of carpentry work like joinery,
doors, windows, ventilators, wooden
furniture etc in the offices, cabins, booths
etc.
Minimum once in three years
3. Mechanical Equipment
Minimum once in a year as per
manufacturer’s installation, operation and
maintenance instruction manual
4. Electrical Equipment
Minimum once in a year as per
manufacturer’s installation, operation and
maintenance instruction manual
________________________________________________________________________
Bidder
8

Development
Controls &
Technical
Specifications
2.6 Performance standards for operation
In order to maintain quality standards in the operation of the Project, the following
performance standards for operation shall be adhered to.
Table 3: Performance Standards for Operation
Sl. Parameters Performance Indicators
1. Parking Area To remain operational 24 hours a day throughout the year
2. Toilets To remain operational 24 hours a day throughout the year
3. Water Supply To remain operational 24 hours a day throughout the year
4. Electricity Supply To remain operational 24 hours a day throughout the year
5.
Standby Diesel
Generator Sets
Standby diesel generator sets to supply power to the Project
facilities must be available 24 hours a day, throughout the year
in case of disruption or breakdown in power supply
6. Security
To remain functional 24 hours a day throughout the year
Appropriate fencing of the site with lighting and security shall
be provided to ensure that there will be no encroachment on
the site.
________________________________________________________________________
Bidder
9

Development of Vacant Site at __________,
___________District under
Build, Operate & Transfer (B.O.T.) Scheme
VOLUME IV - DRAFT AUTHORISATION AGREEMENT

Development of vacant site at __________, ___________ District under B.O.T Scheme
Volume IV
Draft
Authorisation
AgreementAndhra Pradesh State Road Transport Corporation
________________________________________________________________________
Bidder
1
CONTENTS
ARTICLE 1 : DEFINITIONS & INTERPRETATIONS 4
ARTICLE 2 : AUTHORISATION 15
ARTICLE 3 : CONDITIONS PRECEDENT 17
ARTICLE 4 : PROJECT SITE 19
ARTICLE 5 : OBLIGATIONS OF PARTIES 23
ARTICLE 6 : PROJECT IMPLEMENTATION 35
ARTICLE 7 : PROJECT MONITORING 43
ARTICLE 8 : FINANCIAL COVENANTS 46
ARTICLE 9 : PERFORMANCE SECURITY 53
ARTICLE 10 : ASSET OWNERSHIP AND CERTAIN RIGHTS 54
ARTICLE 11: INSURANCE 55
ARTICLE 12: REPRESENTATIONS AND WARRANTIES 58
ARTICLE 13 : LIABILITY AND INDEMNIFICATION 62
ARTICLE 14 : FORCE MAJEURE 65
ARTICLE 1 5: EVENTS OF DEFAULT 69
ARTICLE 16 : TERMINATIONS AND EXPIRY OF AUTHORISATION 74
ARTICLE 17 : DISPUTE RESOLUTIONS 79
ARTICLE 18 : MISCELLANEOUS PROVISIONS 80

Volume IV
Draft Authorisation
Bidder
2
DRAFT AUTHORIZATION AGREEMENT
for Development of vacant Site at ………, ……….. District.
THIS AUTHORISATION AGREEMENT (herein after also referred to as
agreement) is made on this the __ day of _________2013 at Hyderabad, Andhra
Pradesh..
By and Among
Andhra Pradesh State Road Transport Corporation (APSRTC), represented herein by
Director (Central Projects), having its office at , 1st Floor, ‘A’ Block, Bus Bhavan,
Musheerabad Hyderabad – 500 020 hereinafter referred to as “APSRTC or Grantor” which
expression shall unless repugnant to the context include its administrators, successors and assigns,
on the ONE PART
and
M/s…………………………………………... a company incorporated under the
Companies Act, 1956, having its registered office at …………….. ……, India,
represented by………………… hereinafter referred to as the "Authorisee / Special
Purpose Company" (which expression shall, unless it be repugnant to the context or
meaning thereof, include its successors and permitted assigns) of the SECOND PART
and
M/s ……………………….., a company incorporated under the Companies Act, 1956,
having its registered office at……………. India, ( details of the private
promoters/ members of the Preferred Bidder, to be suitably modified as per the
requirement ) represented by hereinafter referred to as the "Preferred
bidder / Confirming Party" (which expression shall, unless it be repugnant to the context
or meaning thereof, include its successors and permitted assigns) of the THIRD PART.
Each singly a "Party" and all collectively the "Parties".
WHEREAS,
(A) Andhra Pradesh State Road Transport Corporation is the largest Public Transport
Corporation in the world in terms of fleet strength and has grown from an organization
having 27 buses in 1932 to more than 20,000 buses today. APSRTC is committed to
provide consistently high quality services for the utmost satisfaction of its passengers.
(B) APSRTC intends to utilise some of the prime land parcels belonging to it for commercial
development to generate resources on a continuous and sustainable basis and for
provision of enhanced amenities and facilities to its commuters/ passengers.

Volume IV
Draft Authorisation
Bidder
3
(C) In furtherance of the above objective, APSRTC intends to undertake development of its
properties with private sector participation on a 33 (thirty three) years Build (Design
and Finance), Operate and Transfer (the “BOT”) framework at ________, _______
District. ("Project").
(D) APSRTC invited competitive Proposals from interested parties for the Project and
pursuant to evaluation of the Proposals that were received, APSRTC accepted the
Proposal submitted by ___________________1
for the Project Site and a Letter of
Intent (LoI) bearing No. ___________ dated _______ was issued to the Successful
Bidder.
(E) The Grantor has decided to implement the Project through private sector participation on
the commercial format - build, operate and transfer basis. The Project comprises, subject
to the terms and conditions of this Agreement, the development, design, financing,
construction, operation and maintenance of the Project Facilities by the private sector
participant during the Authorisation Period (33 years), including the right to develop,
design, finance, construct and maintain the Commercial Facility and to undertake the
marketing, booking and allotment of built up area therein to demand, charge, collect,
retain and appropriate the User Charges subject to the conditions of this Agreement.
(F) The Preferred Bidder has incorporated a Special Purpose Company under the name and
style of M/s ___________________, to implement the Project, in accordance with the
provisions of the RFP and this Agreement and Grantor has, pursuant to the provisions of
the RFP, agreed to grant the Authorization for the implementation of the said Project to
the Special Purpose Company.
(G) The Authorisee acknowledges and confirms that it has undertaken a due diligence
exercise of all aspects of the Project including its technical and financial viability, legal
due diligence, and on the basis of its independent satisfaction hereby accepts the
Authorization and agrees to implement the Project at its own cost, risk and expense in
accordance with the terms and conditions of this Agreement.
(H) Following the issuance of LoI, the Preferred Bidder in accordance with the terms and
conditions as specified in the RFP , as being the precondition to the execution of this
Agreement, has made the following payments:
(i) A non refundable and irrevocable payment of Rs. ________/-(Rupees _______
only) by way of demand draft No.__________ dated _______________ drawn in
favour of “Financial Advisor, APSRTC, Hyderabad” payable at Hyderabad
towards first instalment of Upfront Authorisation Premium.
(ii) A non refundable payment of an amount of Rs. ________/-(Rupees _______
only) towards “Project Development Fee (PDF)" plus applicable service tax,
education cess etc. by way of Demand Draft No.__________ dated
_______________ drawn in favour of “Financial Advisor, APSRTC,
(iii) Payment of Rs. ________/-(Rupees _______ only) towards “First year Annual
Premium" by way of Demand Draft No.__________ dated _______________
drawn in favour of “Financial Advisor, APSRTC, Hyderabad” payable at
Hyderabad.
1 Name of the Successful Bidder (single entity/consortium, as the case may be)
••••
•.

Volume IV
Draft Authorisation
Bidder4
(iv) Payment of Rs. ________/-(Rupees _______ only) towards “First year
advance Annual Premium" by way of Demand Draft No.__________ dated
_______________ drawn in favour of “Financial Advisor, APSRTC,
(v) And furnished Irrevocable and unconditional bank guarantee from Nationalised
Bank B. G. No. ____________ dated in favour of “Vice Chairman and
Managing Director, APSRTC, Hyderabad” payable at Hyderabad for Rs.
________/-(Rupees _______ only) towards the performance security. (This Bank
Guarantee with a validity of four years from the date of signing of Authorisation
Agreement).
I. In light of the compliance by the Authorisee of the pre-conditions to the execution of the
Authorization Agreement, Grantor has agreed to enter into this Authorization Agreement
vesting the rights for the implementation of the Project with the Authorisee on the terms,
conditions and covenants hereinafter set forth in this Agreement.
J. The Authorisee has undertaken to ensure that the Authorisee shall duly discharge its
obligations under this Agreement and implement the Project and is joined in and
executing this Agreement as a Confirming Party to the arrangement envisaged and
detailed herein under and agrees to undertake and comply with the terms and conditions
hereof as binding terms.
NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY
AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
ARTICLE 1: DEFINITIONS & INTERPRETATIONS
1
Section 1.1 Definitions
In this Agreement, including the recitals hereof, the following words and expressions shall, unless
repugnant to the context or meaning thereof, have the meaning hereinafter respectively assigned
to them:
(a) “Accounting Year” means the financial year commencing on 1st
April in each year and
ending on 31st
March in the next year except in the first and the last calendar year of the
subsistence of this Agreement. In the first year of subsistence of this Agreement, it means
the period from the Compliance Date to the 31st
March of next calendar year. In the last year
of subsistence of this agreement, it means the period from 1st
April to the Transfer Date; or
the date on which the agreement ceases to be in force, whichever is earlier.
(b) “Affiliate” or Associate means a Company that directly or indirectly controls, through
one or more intermediaries, or is directly controlled by, or is under the common control
of the Bidding Company, ‘Control’ as used here, means ownership by one company of
more than 50% of the voting rights of the other company.
(c) “Agreement” means this agreement as of date hereof, including recitals, Appendices
and attachments hereto as may be amended, supplemented or modified in accordance
with the provisions hereof;
••••
•.

Volume IV
Draft Authorisation
Bidder
5
(d) “Annual Premium” means the annual premium payable by the Authorisee to the
Grantor pursuant to the Authorisation Agreement/Land Lease Deed. This Annual
Premium shall be payable on yearly basis every year as per the terms and conditions
stipulated in the Agreement.
(e) “Appendix” means any of the schedules, supplements or documents, appended to this
Agreement;
(f) “Applicable Laws” means any statute, law, regulation, ordinance, notification, rule,
regulation, judgment, order, decree, bye-law, approval, directive, guideline, policy,
requirement or other governmental restriction or any similar form of decision of, or
determination by, or any interpretation or administration of Government of India, ,
Government of Andhra Pradesh or by any Government Authority or instrumentality
thereof, as may be in effect on the date of this Agreement and during the subsistence
thereof;
(g) “Applicable Permits” means any or all permissions, clearances, Authorizations,
consents, no-objections, approvals of or from any Government Authority required in
connection with the Project and for undertaking, performing or discharging the
obligations or fulfillment of the purposes contemplated by this Agreement (attached
hereto as Appendix- 8);
(h) “APSRTC” or “Grantor” means Andhra Pradesh State Road Transport Corporation and
its successors and assigns;
(i) “Authorization” shall have the meaning set forth in Section 2.1;
(j) “Authorization Period” shall have the meaning specified in Section 2.2;
(k) “Authorisee” shall mean the selected Preferred Bidder or Special Purpose Company
(SPC) incorporated exclusively by the Bidder / Bidding Consortium under Companies
Act, 1956 who has been selected and nominated by the APSRTC to implement the
Project on the terms and conditions stipulated in the Authorisation Agreement.
(l) “Bank” means any Nationalized/ Scheduled (Excluding Cooperative) Banks having
operations in Andhra Pradesh.
(m) “Bid Security / EMD ” means the Demand Draft / Pay order for Rs. ________/-
(Rupees _______ only) drawn on APSRTC from any Nationalized Bank/ Scheduled
(excluding cooperative) Bank and payable at Hyderabad, provided by the Preferred
Bidder to the Grantor along with the Bid.
(n) “Built up area” or “Floor Area,” means the covered area of a building at all floors
levels added together including the common areas, and excluding the parking.
(o) “Business Day” means a day on which banks are generally open in Andhra Pradesh for
transaction of normal banking business;
(p) “Change in Law” means occurrence of any of the following events after the execution
of this Agreement:
(i) enactment of any new Applicable Law;
(ii) the repeal in whole or in part (unless re-enacted with the same effect) or
modification of any existing Applicable Law;
(iii) the change in interpretation or application of any Applicable Law;
(iv) the imposition of a requirement for an Applicable Permit (s) (other than for
cause) not required on the date of this Agreement;
(vi) after the date of grant of any Applicable Permit (s), a change in the terms and
conditions attaching to such Applicable Permit (s) (other than for cause) or the

Volume IV
Draft Authorisation
Bidder
6
attachment of any new terms and conditions to an Applicable Permit (s)(other
than for cause); or
(vii) any Applicable Permit (s) previously granted ceasing to remain in full force and
effect, though there is no fault of or breach by a party (including a failure to
renew), or if granted for a limited period, not being renewed on a timely basis on
an application therefore having been duly made in good time.(viii)
For the avoidance of doubt, a change in the rate of any Tax or the imposition of a
new Tax shall not constitute a Change in Law and the Parties shall be liable to
bear the impact and incidence thereof at their cost and risk;
(q) “Commercial Operations” means the use of the Project Facilities for commercial
purposes by the levy, charging, demanding, collecting, realizing, retaining and
appropriating of Tariff;
(r) “Commercial Operation Date” or “COD” means the date on which the Grantor issues
the Completion Certificate, based on the project implementation either full or part of the
facility, upon which the Authorisee commences Commercial Operations;
(s) “Completion Certificate” means the certificate issued by the Grantor / Independent
Engineer / Consultant in the manner set out in Section 5.1.14;
(t) “Compliance Date” means the date upon which this Agreement becomes unconditional
and effective;
(u) “Condition Precedent” means the conditions set out in Article 3 hereof;
(v) “Consortium” or “Developer” means the consortium formed by the Preferred Bidder,
consisting of (i) XXXXX (ii) YYYY (iii) ZZZZZZ , formed pursuant to the Consortium
Agreement dated ---------2013 entered into by them, for the purpose of Bidding for the
Project and in the event of being successful, to implement the Project through a Special
Purpose Company to be formed and incorporated by them in India;
(w) “Construction Period” means the period from the Compliance Date to the date of issue
of the Completion Certificate by the Grantor for the entire facility;
(x) “Contractor” means a reputed Person with whom the Authorisee has entered into/ may
enter into a contract relating to the Works and subcontractors, including contractors for
equipment, procurement and engineering (“EPC Contractors”) and contractors for
operations and maintenance (“O&M Contractors”), service providers, suppliers and/or
any other contractors and sub-contractors, manufacturers or suppliers of Works or part
thereof, as the context may admit or require;
(y) “Contractual Arrangements” and “Contractual Counter-parties” shall have the
meaning specified in Section 6.5.2 (b);
(z) “Debt Due” means the aggregate of the following sums expressed in Indian Rupees
outstanding and payable by the Authorisee to the Lenders under the Financing
Documents:
(i) the principal amount of the debt provided by the Lenders under the Financing
Documents for financing the Project (the principal) which is outstanding as on
the Termination Date, excluding any part of the principal that had fallen due for
repayment one year prior to the Termination Date unless such repayment had been
rescheduled with the prior consent of the Grantor; and
(ii) all accrued interest, financing fees and other charges outstanding and payable on or
in respect of the debt referred to in sub-Article (i) above up to the date preceding the
Termination Date but excluding any (a) interest or charges that had fallen due one

Volume IV
Draft Authorisation
Bidder
7
year prior to the Termination Date, and (b) penal interest or charges payable under
the Financing Documents to the Lenders.
(aa) “Debt Service” means all payments on account of principal, interest, financing fees and
charges due and payable in an Accounting Year to the Lenders under the Financing
Documents;
(bb) “Demand Draft or DD” means the instrument issued by any Nationalized/Scheduled
(Excluding Cooperative) Banks having operations in Andhra Pradesh.
(cc) “Detailed Project Report” or “DPR” means the detailed design and engineering
report for the Project, as indicated in the Article-6.
(dd) “Designs and Drawings” means the conceptual and detailed designs, drawings and
engineering, project master plans, backup technical information required for the Project
Facilities and all calculations, samples, patterns, models, specifications and other
technical information relating to the Project, submitted by the Authorisee from time to
time for approval in accordance with the provisions of this Agreement;
(ee) “Development Controls” means the guidelines and controls for development and
implementation of the Project Facilities set forth in Appendix-3 ;
(ff) “Directive” means any present or future requirement, instruction, direction, order, rule
or regulation issued by any Competent Authority which is legally binding or which is
notified/directive issued by the APSRTC to the Authorisee, and any modification,
extension or replacement thereof from time to time in force.
(gg) "Dispute Resolution Procedure" means the procedure for resolution of disputes set
forth in Article 17;
(hh) “Easement” means all easements, reservations, rights-of-way, utilities and other similar
rights as to the use of real property, which are necessary or appropriate for the conduct of
activities of the Authorisee related to the Project;
(ii) “Encumbrances” means any encumbrance such as mortgage, charge, pledge, lien,
hypothecation, security interest, assignment, privilege or priority of any kind having the
effect of security or other obligation or restriction and shall include physical or legal
obstructions or encroachments on the Site or Third Party claims or rights of any kind
attaching to the Site;
(jj) “Environment Management Plan” or “EMP” means the environment management
plan to be prepared by the Preferred Bidder as part of DPR and Environmental Impact
Assessment (EIA) report, as required;
(kk) “Event of Default” means an Authorisee Event of Default or a Grantor Event of Default
or both, as the context may require or admit;
(ll) “Expert” means any person, body or organization of repute with recognized
technical/professional expertise in respect of any field, matter or subject relevant for the
purpose of this Agreement, appointed by the Parties by mutual consent, also referred to
as third party expert;
(mm) “Execution Date” or “Date of Execution” means the date on which this Authorisation
Agreement signed by the Parties.
(mm) "Escrow Account" means the bank account in the Escrow Bank into which all the revenue
inflows and outflows of the Authorisee that accrue or arise under, in connection with or
pursuant to the Project (including amounts received from User Charges) shall be credited
and debited, as the case may be, in accordance with the provisions hereof and of the
Escrow Agreement and shall include the sub-accounts of such account,
(nn) "Escrow Agreement" means the agreement to be entered into by and among the

Volume IV
Draft Authorisation
Bidder8
Grantor, the Authorisee the Lenders/Lenders' representative, and the Escrow
Bank, in relation to the opening and operation of the Escrow Account;
(rr) "Escrow Bank" means the bank, mutually agreed upon by the Grantor, the
Authorisee and the Lenders/Lenders' representative, for the purpose of
opening the Escrow Account;
(ss) "Facility Management Contract" means one or more contracts that may be
entered into by the Authorisee with a Contractor for undertaking the
management and maintenance of one or more or all of the Project Facilities during
the Authorization Period.
(oo) “Financial Assistance” means the aggregate amounts provided by way of loan, lease
finance, advances, guarantees or otherwise by the Lenders to the Authorisee for the
implementation of the Project and shall include all related financial charges, fees and
expenses of all kinds relating to the Project;
(pp) “Financial Closure” means the date on which the Financing Documents providing for
Financial Assistance by the Lenders have become effective and the Authorisee has
access to such Financial Assistance;
(qq) “Financing Documents” means, collectively, the documents executed in favour of or
entered into with the Lenders, by the Authorisee in respect of the Financial Assistance,
including loan agreements, lease agreements, hire purchase agreements, notes,
indentures, security agreements or arrangements, guarantees and acceptable letters of
credit and other agreements evidencing any obligation of the Authorisee and other
necessary undertakings required pursuant to the respective terms thereof, relating to the
Financial Assistance or any part thereof (including refinancing) provided by the Lenders to
the Authorisee for the Project;
(rr) “Force Majeure Event” shall have the meaning ascribed to it in Section 14.1 of this
Agreement;
(ss) "Gross Annual Turnover" or "Revenue" means the pre-taxation gross revenues
of the Authorisee for any period including all amounts received (or which would have been
received) from the User Charges and all other net amounts which fall (or would fall) to be
credited to the profit and loss account of the Authorisee for the Accounting Year in which
the relevant period falls excluding (i) insurance proceeds except insurance indemnification
for loss of revenue; and (ii) payments and/or monies collected by the Authorisee for and on
behalf of any Government Authorities under Applicable Laws. It is clarified that the
amounts payable to the Grantor under this Agreement shall not be deducted from
Revenue/Gross Annual Turn Over ;
(tt) “GoAP” means Government of Andhra Pradesh
(uu) “GoI” means the Government of India;
(vv) “Government Authority” means GoI, GoAP or any state government or governmental
department, commission, board, body, bureau, agency, authority, instrumentality, or
administrative body, central, state, or local, having jurisdiction over the Authorisee, the
Project, the Project Assets and the Works or any part thereof or the performance of all or
any of the services, obligations or covenants of Authorisee under or pursuant to this
Agreement or any portion thereof;

Volume IV
Draft Authorisation
Bidder9
(ww) “Good Industry Practice” means the exercise of that degree of skill, diligence and
prudence and those practices, methods, specifications and standards of engineering,
procurement, construction, equipment, safety, operation and performance, as may change
from time to time and which would reasonably and ordinarily be expected to be used by
a skilled and experienced construction contractor and/or operator, in a project of the type
and size similar to the Project;
(xx) “Independent Engineer/Consultant” means the Independent Engineer/Consultant
appointed as referred to in Section 7.1;
(yy) “Land Lease Deed” means the lease deed to be executed between the Grantor and the
Authorisee, substantially in the form set out in Appendix 7, pursuant to which the
Grantor shall lease to the Authorisee the land comprising the Project Site vesting the
Authorisee with Vacant Possession and all rights relating thereto for a period co-terminus
with the Authorisation Period;
(zz) “Lenders” means any Persons based in India or abroad providing Financial Assistance
under the Financing Documents and includes non-banking financial companies, funds,
trusts and/or trustees for the holders of debentures/ or other debt instruments/securities
issued by the Authorisee who provide Financial Assistance to the Authorisee under the
Financing Documents;
(aaa) “Material Adverse Effect” means circumstances which may or do (i) render any right
vested in a Party by the terms of this Agreement ineffective or (ii) adversely affect or
restrict or frustrate the ability of any Party to observe and perform in a timely manner its
obligations under this Agreement or the legality, validity, binding nature or
enforceability of this Agreement;
(bbb) “Material Breach” means a breach of any the obligations, terms, conditions and
covenants of this Agreement or covenants by a Party, which materially and substantially
affects the performance of the transactions contemplated by this Agreement/and has a
Material Adverse Effect;
(ccc) “Minimum Development Obligations”/ “MDO” shall mean the list of Project
Components / Project facilities and Other Obligations’ as mentioned in Appendix -3.
(ddd) “Other obligation” shall have the meaning as described in Section 6.3.
(eee) “Operation” shall have the meaning as described in Section 6.5.
(fff) “Operations Period” means the period commencing from COD and ending on the
expiry or prior termination of this Agreement/Authorisation/ Authorisation Period;
(ggg) “Person”; means any individual, company, corporation, partnership, joint venture, trust,
unincorporated organization, Government or Governmental Authority or agency or any
other legal entity
(hhh) “Performance Security” shall mean the irrevocable and unconditional bank guarantee
provided by the Preferred Bidder/Authorisee from a Nationalized /Scheduled (Excluding
Cooperative) Bank having a branch at Hyderabad/Secunderabad, substantially in the
format set forth in the RFP Document as guarantee for the performance of its
obligations in respect of the Project.

Volume IV
Draft Authorisation
Bidder10
(iii) “Performance Standards” or “Maintenance and Performance Standards” means the
performance parameters for the operation and maintenance of the Project Facility set out
in Appendix 3;
(jjj) “Preferred Bidder” means any Firm or Consortium that has been successful in the
Bidding process for the Project and incorporated a Special Purpose Company as the
Authorisee; for the implementation of the Project and is also referred to herein as the
“Developer”.
(kkk) “Prohibited Activities” means the activities not permitted under the Development
Control Regulations of Municipal Authorities or any other regulating agency/ body for
the project site.
(lll) “Project” or “Commercial Project “ Development of vacant site at _________,
______ District” means, subject to the provisions of this Agreement, the (i) designing,
financing, construction, implementation, completion, commissioning, marketing,
operation, management of the Project Facilities and all activities incidental thereto,
such as engineering, testing, commissioning and insurance etc., by the Authorisee during
the Authorisation Period; (ii) demanding, charging, collecting, retaining and appropriating
and revision of Tariff by the Authorisee and (iii) transfer of the Project Facilities by the
Authorisee to Grantor or its nominated agency at the end of the Authorisation Period by
efflux of time or prior termination.
(mmm) “Project Assets” shall mean and comprise of all tangible and intangible assets relating to
the Project Facility , as the case may be excluding land but including and not limited to, (a)
rights over the Site in the form of license, right-of-way or otherwise; (b) tangible assets such
as foundation, buildings, substructures and superstructures, pavements, over-bridges, works,
subways, drainage facilities, sign boards, equipment, electrical works for lighting of and
telephone and communication equipment; (c) financial assets, such as receivables, cash and
investments; (d) rights under the Project Agreements and other agreements and (c) insurance
proceeds.
(nnn) “Project Completion” shall have the meaning specified in Section 6.3 (a);
(ooo) “Project Contracts” means collectively this Agreement, the Land Lease Deed, the EPC
Contract(s), the O&M Contract(s) and any other material contract (other than the
Financing Documents) entered into or may hereafter be entered into by the Authorisee in
connection with the Project;
(ppp) “Project Implementation Schedule” means implementation schedule for the Project;
(qqq) “Project Site” or “Site” means entire ______ Sq. Yards of land situated at _______,
________ District, Andhra Pradesh along with the rights (excluding land title) in
relation thereto, the easement rights, right of way, appurtenances, the approaches within
the site and other areas on, into, at, under, over or through which the Project Facility or
any other construction relating thereto is situated, located, passes through, sits upon or
overlies, more particularly delineated in Appendix-5.
(rrr) “Proposal” or “Bid” means the documents in their entirety comprised in the proposal or
bid submitted by Preferred Bidder (including the technical and financial proposal/ bid) in
response to the Request for Proposal, and accepted by the Grantor, signed for verification
by the authorized representatives of the Parties;

Volume IV
Draft Authorisation
Bidder
11
(sss) “Request for Proposal” or “RFP” means the Request for Proposal issued by the
Grantor inviting proposals for the Project, and includes any addendum / clarifications
issued in respect thereof by the Grantor;
(ttt) “Scheduled Project Completion Date” shall have the meaning specified in Section 6.3;
(uuu) “Security Interest” means any mortgage, charge (whether fixed or floating), pledge,
lien, hypothecation, assignment, security interest or other encumbrances of any kind
securing or conferring any priority of payment in respect of any obligation of any Person
and includes without limitation any right granted by a transaction which, in legal terms,
is not the granting of security but which has an economic or financial effect similar to the
granting of security in each case under any Applicable Law;
(vvv) “Specifications and Standards” means collectively or singularly, as the context may
admit or require, the Development Controls, the Technical Specifications and the
Performance Standards;
(www) “Special Purpose Company” or “SPC” shall be the Authorisee under this agreement.
(xxx) “Tax” means all forms of taxation whether direct or indirect and whether levied by
reference to income, profits, gains, net wealth, asset values, turnover, added value,
goods, services, works, import, export, production or other reference and statutory,
governmental, state, provincial, local governmental or municipal impositions including
property tax, duties, contributions, rates and levies (including without limitation social
security contributions and any other payroll taxes), whenever and wherever imposed
(whether imposed by way of a withholding or deduction for or on account of tax or
otherwise) and/or levies of any nature whatsoever, whether by GoI, the Grantor or
Government Authorities, and in respect of any Person and all penalties, charges, costs
and interest relating to it;
(yyy) “Tariff” means the charges, tariffs, prices, fees, rentals, rates, premia, deposits etc. and
all sources of revenue or amounts of money by whatever name called that are (i)
determined, charged, demanded, collected, retained and appropriated by the Authorisee
under this Agreement, including pursuant to sub-leasing, licensing, franchising,
subcontracting or any other arrangement in respect of the Project Facilities, and from the
hire, sale, provision etc. of goods and services; and/or (ii) payable at any time and from
time to time by any Person to the Authorisee in respect of the Project Facility.
(zzz) “Technical Specifications” or “Specifications & Standards” mean the technical
specifications for the construction and implementation of the Project Facility as set forth
in Appendix 4
(aaaa) “Termination” means prior termination of this Agreement pursuant to Termination
Notice but shall not, unless the context otherwise requires, include the expiry of this
Agreement due to efflux of time in the normal course;
(bbbb) “Termination Period” shall have the meaning specified in Section 16.1;
(cccc) “Tests” means the tests to be carried out pursuant to this Agreement and include the test
to determine the completion of the Construction Works and certification thereof by the
Grantor/Independent Engineer/Consultant prior to Commercial Operations;
(dddd) “Third Party” means any Person, real or legal, or entity other than the Parties to this
Agreement;

Volume IV
Draft Authorisation
Bidder
12
(eeee) “Transfer Date” means the date of expiry of Authorisation Period/this Agreement/the
Authorisation, including extension thereto or earlier termination thereof in accordance
with the provisions of this Agreement;
(ffff) “Transaction Documents” means collectively the Project Contracts and the Financing
Documents;
(gggg) “Vacant Possession” means delivery of possession of the land comprising the Site, free
from all Encumbrances, restrictions or impediments and the grant of all Easements and
all other rights appurtenant or in relation thereto;
(hhhh) “Vesting Certificate” shall have the meaning specified in Section 16.5;
(iiii) “Year” means a period of 12 consecutive months of English Calendar Year.
(jjjj) “Works” mean the works under and in accordance with the provisions of this Agreement
relating to design, development of Site, construction, completion, testing and
commissioning of the Project/Project Facilities (the “Construction Works”), and the
operation and maintenance, rectifying and remedying of defects therein (the “O&M
Works”), collectively or singularly as the context may admit or require, including the
technology, services and things to be designed, engineered, constructed, installed,
equipped, supplied, executed, manufactured, completed, tested, commissioned, rectified,
replaced, made good, carried out and undertaken in respect of the Project/Project
Facilities and any other permanent, temporary or urgent works required hereunder.
Section 1.2 Interpretations
In this Agreement, unless the context otherwise requires:
a) any reference to a statutory provision shall include such provision as is from time to
time modified or re-enacted or consolidated so far as such modification or
re-enactment or consolidation applies or is capable of applying to any transactions
entered into hereunder;
b) references to Applicable Law shall include the laws, Acts, ordinances, rules,
regulations, notifications, guidelines or byelaws which have the force of law in any
State or Union Territory forming part of the Union of India;
c) the words importing singular shall include plural and vice versa, and words denoting
natural persons shall include partnerships, firms, companies, corporations, joint
ventures, trusts, associations, organisations or other entities (whether or not having a
separate legal entity);
d) terms and words beginning with capital letter and defined in this Agreement shall
have the meaning ascribed thereto herein, and terms and words defined in the
Schedule and used therein shall have the meaning ascribed thereto in the Schedule;
e) the headings are for convenience of reference only and shall not be used in, and shall
not affect, the construction or interpretation of this Agreement;
f) the words "include" and "including" are to be construed without limitation;

Volume IV
Draft Authorisation
Bidder13
g) references to "construction" include investigation, design, engineering, procurement,
delivery, transportation, installation, processing, fabrication, testing, commissioning
and other activities incidental to the construction;
h) any reference to any period of time shall mean a reference to that according to Indian
Standard Time;
i) any reference to day shall mean a reference to a English calendar day;
j) any reference to month shall mean a reference to a calendar month as per the English
calendar;
k) reference to an individual shall include his legal representatives, successors, legal
heirs, executor and administrator;
l) the Schedules (appendices) to this Agreement form an integral part of this Agreement
and will be in full force and effect as though they were expressly set out in the body
of this Agreement;
m) any reference at any time to any agreement, deed, instrument, license or document of
any description shall be construed as reference to that agreement, deed, instrument,
license or other document as amended, varied, supplemented, modified or suspended
at the time of such reference;
n) references to recitals, Articles, sub-articles or Schedules in this Agreement shall,
except where the context otherwise requires, be deemed to be references to recitals,
Articles, sub-Clauses and Schedules of or to this Agreement;
o) any agreement, consent, approval, authorisation, notice, communication, information
or report required under or pursuant to this Agreement from or by any Party shall be
valid and effectual only if it is in writing under the hands of duly authorised
representative of such Party, in this behalf and not otherwise; and
p) unless otherwise stated, any reference to any period commencing "from" a specified
day or date and "till" or "until" a specified day or date shall include both such days or
dates;
q) References to any date, period or Milestone Dates shall mean and include such date,
period or Milestone Date as may be extended pursuant to this Agreement or by
mutual consent of the parties here to;
r) time shall be of the essence in the performance of the Parties’ respective obligations.
If any time period specified herein is extended, such extended time shall also be of
the essence.

Volume IV
Draft Authorisation
Bidder
14
Section 1.3 Measurements and Arithmetic Conventions
All measurements and calculations shall be in metric system and calculations done to 2
decimal places, with the third digit of 5 or above being rounded up and below 5 being
rounded down except in money calculations, which shall be rounded off to nearest
Rupee.
Section 1.4 Ambiguities and Discrepancies
In case of ambiguities or discrepancies within this Agreement, the following shall apply:
a) between two Articles of this Agreement, the provisions of specific Articles relevant
to the issue under consideration shall prevail over those in other Articles;
b) between the written description on the Drawings and the Specifications and
Standards, the latter shall prevail;
c) between the dimension scaled from the Drawing and its specific written dimension,
the latter shall prevail; and
d) between any value written in numerals and that in words, the latter shall prevail.
Section 1.5 Priority of Documents
The documents forming part of the bidding process leading to this Agreement shall be
interpreted in the following descending order of priority:
a) This Agreement
b) Schedules to this Agreement
c) Any Supplementary Agreement
d) Letter of Intent issued to the Successful Bidder
e) Written addendum / clarifications to the RFP
f) The RFP
g) Proposal (Bid) of the Successful Bidder

Volume IV
Draft Authorisation
Bidder
15
ARTICLE 2: AUTHORISATION
Section 2.1 Grant of Authorisation
Subject to and in accordance with the terms and conditions setforth in this Agreement,
the Grantor hereby grants and authorises the Authorisee to design, develop, construct,
operate and maintain the Project Facilities, to exercise and/ or enjoy the rights, powers,
benefits, privileges, authorisations and entitlements as set forth in this Agreement
including the right to collect, retain and appropriate all tariffs, rentals, other fees and
charges for the facilities and services provided, and to hand back the Project Facilities on
the Expiry Date or the Termination Date as the case may be (“the Authorisation”).
a. Subject to the terms of this Agreement and other relevant provisions under
Applicable Laws, the Authorisee shall have the right to enter into agreements with
such Persons as it may deem necessary and appropriate, for performing its
obligations under this Agreement.
b. The Authorisee shall neither assign, transfer or create any lien or Encumbrance on
this Agreement, or the Authorisation hereby granted or on the whole or any part of
the Project Facilities nor transfer thereof, save and except as expressly permitted by
this Agreement including the right to further sub-lease/ let/ sub-let/ license or
whatever name called, the Project Facilities in accordance with the provisions of
Section 3.2(b).
c. The Authorisee shall perform and fulfill its obligations under and in accordance with
this Agreement.
Section 2.2 Authorisation Period
The Authorisation hereby granted is for a period of 33 (thirty three) years commencing
from the Agreement Date and ending on the Expiry Date (“the Authorisation Period”).
Further, this Agreement shall automatically terminate upon expiry of the Authorisation
Period by efflux of time, or in the event of Termination.
Provided that in the event of Termination, the Authorisation Period shall mean and be
limited to the period commencing from the Agreement Date and ending with the
Termination Date.
Provided, further that, on the Expiry of this Agreement, if the Grantor intends to extend
the Authorisation Period further by 25 (twenty five) years, then the procedure provided
hereunder shall be followed:
a. The Grantor shall invite proposals from eligible entities through a competitive bid
process. The Authorisee shall have the option to submit its proposal.

Volume IV
Draft Authorisation
Bidder
16
b. In case the Authorisee after participating in the bidding procedure fails to give the
preferred offer, the Authorisee shall be given the first right of refusal to match the
preferred offer. If the Authorisee matches the preferred offer the parties shall enter
into suitable agreement accordingly to implement the Project. In such an event, the
Authorisee shall pay to the preferred bidder/APSRTC the cost towards preparation of
the Bid as provided in the bid document.
c. In case the Authorisee (a) chooses not to submit its proposal or (b) is not the
preferred bidder and also fails or declines to match the preferred offer this Agreement
shall get terminated on Expiry Date.
d. In case the Authorisee is a preferred bidder or matches the preferred offer, a new
agreement with modified terms and conditions based on the bid document issued by
the Grantor shall be executed by the Authorisee with the Grantor.
Section 2.3 Acceptance of Authorisation
In consideration of the rights, privileges and benefits conferred upon by the Grantor and
other good and valuable consideration expressed herein, the Authorisee hereby accepts
the Authorisation and agrees and undertakes to perform/ discharge all of its obligations in
accordance with the provisions hereof.

Volume IV
Draft Authorisation
Bidder17
ARTICLE 3 CONDITIONS PRECEDENT
Section 3.1 Conditions Precedent
Save and except as may otherwise be expressly provided herein, the obligations of a
Party under this Agreement shall be subject to the satisfaction in full of the Conditions
precedent relating to the other Party (the “Conditions Precedent”).
Section 3.2 Conditions Precedent for Grantor
The obligations of the Authorisee hereunder are subject to the satisfaction in full of the
following Conditions Precedent for the Grantor: The Grantor shall have:
(a) handed over to the Authorisee the vacant possession of the Site on “as is where
is basis” and executed Land Lease Deed substantially in the form attached
hereto in Appendix - 7 in accordance with the terms of this Agreement ;
(b) to assist the Authorisee for necessary changes in land use to convert the land use
of entire Project Site in to the commercial land use, as may be required, to
implement the Project.
Section 3.3 Conditions Precedent for Authorisee
The obligations of the Grantor are subject to the satisfaction in full of the following
Conditions Precedent for the Authorisee. The Authorisee shall have:
(a) made all the applications at its cost and procured the Applicable Permits set out
in Appendix-8 required for commencing construction and execution of the Works
unconditionally or if subject to conditions then all such conditions have been
satisfied in full and such Applicable Permits are in full force and effect and the
Authorisee is in compliance with the conditions of grant thereof and they are
valid and effective;
(b) achieved Financial Closure and provided notarised true copies of the Financing
Documents to the Grantor along with soft copies;
(c) prepared, finalised and procured approval of the Grantor for the Detailed Project
Report in accordance with the provisions of Section 6.1 hereof;
(d) procured environmental clearance from the State Agency or Ministry of
Environmental and Forests, as the case may be, after having completed
preparation of the Detailed Project Report;
(e) confirmed in writing that all the representations and warranties of the Preferred
Bidder/Authorisee set forth in the Proposal and forming part of this Agreement
are true and correct as on the date of execution of this Agreement and the
Compliance Date; and
(f) Provided that upon request in writing by the Authorisee, the Grantor may, in its
sole discretion, waive fully or partially any or all the Conditions Precedent set
forth in this Section 3.3.

Volume IV
Draft Authorisation
Bidder18
Section 3.4 Obligation to Satisfy Conditions Precedent
(g) Each Party shall make all reasonable endeavours at its respective cost and
expense to comply in full with the Conditions Precedent relating to it within a
period of 6 (six) months from the date of execution of this Agreement or any
extension agreed to between the Parties.
(h) The later of the date within such 6 (six) months when the Grantor or the
Authorisee fulfils its Conditions Precedent (unless Grantor waives the same for
the Authorisee) shall be the “Compliance Date”.
Section 3.5 Non-fulfilment of Conditions Precedent
(a) In the event the Conditions Precedent for a Party have not been fulfilled within the
stipulated time and the Grantor has not waived, fully or partially, such conditions
relating to the Authorisee, this Agreement shall cease to have any effect as of that
date and shall be deemed to have been terminated by the mutual agreement of the
Parties and no Party shall subsequently have any rights or obligations under this
Agreement and APSRTC shall not be liable in any manner whatsoever to the
Authorisee or Persons claiming through or under it.
(b) In the event that possession of the Site has been delivered to the Authorisee prior to
the fulfilment in full of the Conditions Precedent, upon the termination of this
Agreement, the Site shall immediately revert to the Grantor, free and clear from any
encumbrances and along with all Easement Rights, irrespective of any outstanding
mutual claims between the Parties.
(c) In the event this Agreement is terminated due to non-fulfilment of the Authorisee’s
Conditions Precedent and the same is not due to Grantor’s default, Grantor shall
retain the Upfront Authorisation Premium, Advance Annual Premium, and forfeit all
the Bank Guarantees (Performance Security, etc) as damages.
(d) In the event this Agreement is terminated due to non fulfillment of the Grantor's
Conditions Precedent, the Grantor shall upon such termination return/refund the Bank
Guarantee provided by the Preferred Bidder towards performance guarantee, to the
Authorisee without any interest, provided there are no outstanding claims of the
Grantor on the Authorisee unless the Grantor's failure to fulfill its Conditions
Precedent is a result of the Authorisee's default. In any case, the non refundable and
irrevocable Project Development Fee (PDF)' will not be paid back to the Authorisee
which is the expense incurred towards this project development till this agreement
signing. That the Bid submission and entering into this agreement by the Authorisee
is deemed to have agreed to forego the PDF in any of the circumstances mentioned in
this section.
(e) Instead of this Agreement terminating as provided in this Section 4.5, the Parties may
by mutual agreement extend the time for fulfilling the Conditions Precedent.

Volume IV
Draft Authorisation
Bidder19
ARTICLE 4 PROJECT SITE
Section 4.1 Lease of Site
(a) The Grantor shall on the date of execution of this Agreement sign Land Lease
Deed, thereby granting the Authorisee access to the Project Site.
(b) The Parties shall, within 15 (fifteen) days of the Grantor’s notice in this behalf to the
Authorisee prior to the Compliance Date, carry out through their duly authorised
representative, a joint inspection and verification of all the real estate, structures,
land, buildings and record the report thereof in a memorandum duly signed by the
Parties/their representatives. The participation of the Authorisee in such joint
inspection shall be mandatory. The Authorisee shall carry out at its cost a due
diligence of all encumbrances at, on or under the Site and notify the same to the
Grantor, which shall take prompt action for removing the same.
(c) The Grantor shall bear all the costs of making available the Project Site to the
Authorisee and be liable to remove/relocate at its cost all Persons that may have to be
displaced from the Project Site, including the payment of compensation, if any, to
such Persons or litigation pursuant thereto and the Authorisee shall not be liable in
this behalf.
(d) In consideration of implementation of the Project by the Authorisee and the payment
herein reserved and of other covenants on the part of the Authorisee, the Grantor
shall, upon signing of the Lease Deed, be deemed to have handed lease and delivered
to the Authorisee on an “as is where is basis” subject to curing of the defects and /or
clearing of encumbrances by the Grantor the possession of land with the Easement
Rights and with the full and free right and liberty of way and passage and other rights
in relation thereto and the right, authority and license to implement the Project thereat
in accordance with the provisions of this Agreement, under a valid and binding Land
Lease Deed, in the form attached hereto in Appendix-7, for a period that shall be co-
terminus with the Authorisation Period.
(e) In consideration for the Lease of the Site, the Authorisee shall pay the Grantor, the
Annual Premium as specified in Section 8.3 hereof.
(f) The Project Land Lease Deed shall be duly registered with the relevant Government
Authority at the Authorisee’s cost (stamp duties, registration charges etc.) as soon as
practicable, but in any case within four months of the date of execution thereof.
Section 4.2 Sub- Lease
(a) No Sub- Lease of Land
The Authorisee shall not sub-lease the whole or any part of the land comprising the
Project Site, leased to it by Grantor under the Land Lease Deed, to any person in any
form or under any arrangement, device or method. This is an essential condition of this
Agreement, the breach of which shall constitute an Authorisee Event of Default that shall
entitle the Grantor to terminate this Agreement in accordance with the provisions of
Article 16 hereof.

Volume IV
Draft Authorisation
Bidder20
(b) Sub- Lease of built-up area/space on the Project Site
The Authorisee shall however be allowed the sub- lease of any built-up area or space in
the Project Site provided the terms and conditions of such sub leases shall not be
inconsistent or contrary and shall be coterminous with the Authorisation Agreement and
Land Lease Deed.
Section 4.3 Possession and Use of Project Site
(a) Upon the Authorisee observing and performing its obligations, the several
covenants, conditions and Agreements herein contained and on the part of the
Authorisee to be observed and performed, the Authorisee shall remain in
peaceful possession and enjoyment of the Project Site during the Authorisation
Period.
(b) The Authorisee shall not without prior written consent or approval of the Grantor
use the Site for any purpose other than for the purposes of implementing the
Project in accordance with the provisions of this Agreement and purposes
incidental thereto or as may otherwise be approved in writing by the Grantor. The
Authorisee acknowledges, accepts, confirms and agrees that this is an essential
condition of this Agreement.
(c) The Authorisee shall maintain vigil over the Site during the Authorisation Period
to prevent encroachments or occupation of the Site and in case of any
encroachment or occupation forthwith remove the same at its cost and expense
and inform the Grantor thereof.
(d) The Authorisee shall shift the utilities at, on, over or under the ground at the
Project Site to an appropriate location or alignment. Such shifting of the utilities
shall be carried out only if and to the extent according to the Grantor the non-
shifting thereof materially obstructs the implementation of the Project. The cost
of such shifting shall be borne by the Authorisee with a right to seek set off from
the owner of such utilities as may be available under the Applicable Laws or
contract. In the case of any delays in shifting of the utilities due and attributable
to the owner of the utility or the Grantor and provided such delay is not due to
any default or negligence on the part of the Authorisee or Persons claiming
through or under it, there shall be a commensurate extension of the Authorisation
Period as certified by the Independent Engineer/Consultant.
(e) The Authorisee shall promptly use the site for the Project or remove at its cost
from the Site in accordance with Good Industry Practice all surplus structures at,
on, over or under the ground at the Project Site, construction machinery and
materials, waste materials (including, without limitation, hazardous materials, all
types of solid and liquid waste), rubbish and other debris (hereinafter collectively
referred as “dismantled goods”) and keep them in a neat and clean condition
and in conformity with the Applicable Laws and Applicable Permits. The
Authorisee shall also be liable to return the Salvage Value of the dismantled
goods to APSRTC.
(f) The Authorisee shall be solely liable for all hazardous, dangerous and other
goods, materials, creatures and substances brought, kept, stored or handled at the
Site.
(g) The Grantor confirms that:

Volume IV
Draft Authorisation
Bidder
21
a. The Site together with the necessary right of way/ way leaves having been
acquired through the due process of law belongs to and is vested in the
APSRTC, and that the APSRTC has full powers to hold, dispose of and deal
with the same consistent, inter alia, with the provisions of this Agreement;
and
b. The Authorisee shall have no obligation/liability as to payment of any
compensation whatsoever to or the rehabilitation and resettlement of any
Person from whom the Site or any part thereof had been acquired and that the
same shall be the sole responsibility of the APSRTC.
(h) In the event the Authorisee is obstructed by any Person claiming any right or
interest in or over the Project Site or any part thereof or in the event of any
enforcement action including any attachment, distrait, appointment of receiver or
liquidator being initiated by any Person claiming to have any interest in/ charge
on the Project Site or any part thereof, Grantor shall, if called upon by the
Authorisee, defend such claims and proceedings at its cost and expense and the
Authorisee shall not be liable for the same in any manner whatsoever.
(i) The Authorisee shall not part with or create any Encumbrances on the whole or
any part of the Project Site save and except as expressly permitted under this
Agreement; provided that nothing contained herein shall be construed or
interpreted as restricting the right of the Authorisee to appoint Contractors, to
enter into Contractual Arrangements and to assign its rights here under and create
a security interest in favour of the Lenders in accordance with the provisions of
this Agreement.
Section 4.4 Access to Site
(a) Following the delivery of Vacant Possession of the Project Site on “as is where is
basis” by the Grantor to the Authorisee, the Authorisee shall, at all reasonable
times and on reasonable notice, afford access to the Project Site to,
(i) the Grantor, or the Independent Engineer/Consultant, the Experts and
their duly authorized personnel and representatives so as to carry out
their respective functions and obligations hereunder.
(ii) the representatives of or Persons duly authorised by the relevant
Government Authority concerned with safety, security or environmental
protection to inspect the Site, and the Project Works, carry out their
respective duties and functions and to investigate any other matter within
their authority.
(b) The Persons obtaining access to the Site shall conduct their activities and
operations at their own risk, cost and expense and in such manner so as to cause
minimum disruption to the construction, operation and maintenance of the
Project consistent with the purpose of the Person gaining such access.
Section 4.5 Information about Project Site
(a) The site map set out in Appendix-5 is provided by the Grantor to the Authorisee
in good faith and with due regard to the matters for which such information is
required by the Authorisee. The Grantor agrees to provide to the Authorisee,
upon a reasonable request, any further information relating to the Project Site,
which the Grantor may now possess or may hereafter come to possess. Subject to
this, the Grantor makes no representation and gives no warranty to the

Volume IV
Draft Authorisation
Bidder22
Authorisee in respect of the condition of the Project Site and the Authorisee shall
accept the Project Site handed over to it by the Grantor on an “as is where is
basis”.
(b) The Authorisee acknowledges that before entering into this Agreement, it has had
sufficient opportunity to investigate the Site, and
(i) accepts full responsibility for its condition (including but not limited to
its geological condition, any toxic contamination, the adequacy of the
road connectivity links to the Site and the availability or unavailability of
adequate supplies of water and electricity); and
(ii) agrees that it shall not be relieved from any of its obligations under this
Agreement or be entitled to any extension of time or financial
compensation by reason of the unsuitability of the Site (or part thereof)
or for any other reason pertaining to the Site.
Section 4.6 Grantor’s Property at Project Site
(a) All debris and construction and building materials (sand, gravel, stone, rock,
loose earth etc.) lying at the Project Site or generated during the implementation
of the Project shall be promptly disposed off by the Authorisee at its cost. The
Authorisee may if it deems appropriate use the same for the execution of the
Works.
(b) All articles of value or antiquity found on the Project Site shall be the property of
the Grantor. The Authorisee shall take reasonable precautions to prevent its
labour and personnel and that of its Contractors from removing or damaging any
such article or thing. The Authorisee shall immediately upon discovery of such
article or thing, inform the Grantor, which may issue instructions for dealing
therewith
Section 4.7 Reservation
(a) The Grantor accepts and reserves unto itself all the mines, minerals, coals, gold,
quarries etc. in, over, on or under the Site and full right and power at all times to
undertake, with reasonable prior notice to the Authorisee, all acts and things
which may be necessary for searching, removing, appropriating or enjoying the
same without providing or leaving any vertical support for the surface of the land
at the Site or for any structure or building thereat; provided always the Grantor
shall be obligated to pay reasonable compensation to the Authorisee for all
damage directly resulting from the exercise of the rights hereby reserved or any
of them.

Volume IV
Draft Authorisation
Bidder23
ARTICLE 5: OBLIGATIONS OF PARTIES
Section 5.1 Obligations of the Authorisee
(a) In addition to and not in derogation or substitution of any of the obligations,
undertakings, terms and conditions or covenants set out elsewhere in this
Agreement, the Authorisee shall, without qualification, at its own cost and
expense observe, undertake, perform and comply during the Authorisation Period
with the following obligations:
Section 5.1.1 Project Implementation
(a) The Authorisee shall fulfil the Minimum Development Obligations on or before
the Scheduled Completion date, in accordance with the Specifications and
Standards, Applicable Laws, terms of Applicable Permits and Good Industry
Practice. The Authorisee shall, for such purposes do all such acts, deeds and
things, as may be required under this Agreement.
(b) Authorisee shall pay the First year Premium as a Pre-Condition of signing of the
Authorisation Agreement. The payment of subsequent Premiums shall be made
on Yearly basis by the 10th
day of first month of that year.
(c) Advance Premium equivalent to Annual Premium of First Year, shall be paid to
the Grantor as interest free Security Deposit as a Pre-Condition of signing of
the Authorisation Agreement.
(d) The Annual Premium are different in each of the years. To ensure and secure the
payment of advance Premium with the Grantor from Second year onwards, the
Authorisee has to pay the difference of amount to make the Advance Premium
equal to Annual Premium for that year along with the Annual Premium of that
year.
(e) The Authorisee shall design, plan, develop, finance, construct, market,
administer, manage and operate and maintain the Project Facilities, including
without limitation the necessary infrastructure, services and facilities, during the
Authorisation Period in accordance with the provisions hereof, including the
Specifications and Standards, Applicable Laws, terms of Applicable Permits and
Good Industry Practice. The Authorisee shall, for such purposes do all such acts,
deeds and things, as may be required under this Agreement.
(f) The Authorisee shall be free to design, develop, and construct any facility
allowed under the permissible land use for the Project Site.
(g) In implementing the Project, the Authorisee shall ensure compliance by itself and
Persons claiming through or under it with all Applicable Laws, including
environmental laws, and the terms of Applicable Permits and the Authorisee shall
be entirely liable for any violations or breaches thereof and indemnify and keep
indemnified the Grantor from and against all liabilities and costs in this behalf.
(h) The Authorisee may require the sub-lessee/sub-contractor to perform its
obligations under this Agreement without in any way relieving the Authorisee of
its liability in this behalf; provided that the Authorisee shall ensure that any of its
obligations, which are relevant to the scope of work/terms of engagement/ of a
sub-lessee/sub-contractor, are incorporated in the terms and conditions under

Volume IV
Draft Authorisation
Bidder24
which such sub-lessee/sub-contractor is appointed/retained. The Authorisee/sub-
lessee/sub-contractor shall indemnify and keep indemnified the Grantor from and
against all liabilities and costs in this behalf.
Section 5.1.2 Applicable Permits
(a) The Authorisee shall obtain and maintain at its cost all Applicable Permits,
including all environmental permits, in conformity with the Applicable Laws and
be in compliance therewith. Subject to the Authorisee complying with the
Applicable Laws and Good Industry Practice, the Grantor shall provide necessary
assistance in securing such consents, clearances and Applicable Permits.
(b) The Authorisee shall expeditiously make the necessary applications to the
relevant Government Authorities for all Applicable Permits to meet the stipulated
time frames in this Agreement, for completion of the Works, to achieve the
various performance milestones, if any, and to perform all of its other obligations
under this Agreement. The Authorisee shall supply the appropriate particulars
and details to such Government Authorities as may be necessary to confirm that
the Authorisee fulfills the eligibility criteria to enable such authority reasonably
to consider the request for the grant of the relevant Applicable Permits and,
following the grant of any such Applicable Permits, the Authorisee shall maintain
such Applicable Permits in full force and effect so long as it is necessary in order
for the Authorisee to perform its obligations hereunder.
Section 5.1.3 Personnel and Labour
(a) The Authorisee shall
(i) be solely and exclusively responsible for the recruitment, transportation,
accommodation, catering, payment of the salaries, wages and other
payments and costs incidental thereto, health, hygiene, safety etc. and all
taxes, charges, levies, duties payable under Applicable Laws arising from
the respective terms and conditions of employment of all labour and
personnel employed by the Authorisee, its Contractors, agents and
representatives on or in connection with the Works or the Project Site
under or through whatever legal relationship;
(ii) make efforts to maintain harmony and good industrial relations among
the labour and personnel employed in connection with the performance
of the Authorisee's obligations under this Agreement and be the principal
employer in respect of such labour and personnel. The Authorisee shall
be solely responsible and liable for compliance with all Applicable Laws,
including labour and local laws, pertaining to the employment of labour,
staff and personnel by it and its Contractors for implementing the Project
.
The employees of the Authorisee and its Contractors shall at all times be
the responsibility of the Authorisee and the Grantor shall not be liable in
any manner whatsoever in respect of such employees and their
employment.

Volume IV
Draft Authorisation
Bidder25
Section 5.1.4 Subcontracting
(a) The Authorisee may sub-contract at its cost and risk to Contractors possessing
the requisite skill, expertise, capacity and technical and financial qualifications,
the designing, engineering, procurement and construction of civil / mechanical /
electrical engineering structures / equipment, and / or operation and maintenance
of the Project or any part thereof provided the Authorisee shall at all times be
solely responsible and liable for any defect, deficiency or delay in the
construction and erection of the structures/equipment or any part thereof and for
the operation and maintenance of the Project in accordance with the provisions of
this Agreement and provided further that this does not result in the carrying out
of the whole or substantially the whole, as determined by the Grantor, of the
Works by the Contractors. The Authorisee shall ensure that any of its obligations,
which are relevant to the scope of work of a Contractor pursuant to this
Agreement, are incorporated in the terms and conditions under which such
Contractor is retained.
(b) The Authorisee shall supervise, monitor and control the activities of Contractors
under their respective Project Contracts as may be necessary.
(c) For the avoidance of doubt, it is hereby clarified that notwithstanding the
appointment of a Subcontractor by the Authorisee for any of the aforesaid
purposes, the Authorisee shall be liable for the performance of its duties and for
the discharge of all its obligations and responsibilities which it shall have towards
the Grantor under this Agreement and the appointment of Subcontractor(s) for
any of the aforesaid purposes shall neither release nor exonerate the Authorisee
from its obligations hereunder, including full and timely compliance with the
terms of this Agreement. The Authorisee does hereby also agree and
acknowledge that it shall remain responsible for obligations performed or to be
performed by the Subcontractors to the same extent as if such obligations were to
be always performed by the Authorisee and shall at all times be solely
responsible for any defect, deficiency or delay by the Subcontractor in the
implementation of the Project/execution of Works.
(d) The Authorisee further undertakes and covenants that it shall be solely
responsible for all payments to be made to the Subcontractors and shall
indemnify the Grantor and keep it indemnified and harmless from and against
any and all losses, claims, damages, liabilities, costs (including reasonable
attorneys' fees and disbursements) and expenses that the APSRTC may incur,
insofar as such losses directly arise out of, in any way relate to, or result from the
non-performance by the Authorisee of its obligations to the Subcontractors
including non-payment of any monies to such Subcontractors.
(e) The Authorisee shall ensure that the Subcontractors are capable of discharging
the obligations under this Agreement for and on behalf of and in the name of the
Authorisee and that any of its obligations, which are relevant to the scope of
work of a Subcontractor, pursuant to this Agreement, are incorporated in the
terms and conditions under which such Subcontractor is retained.
Section 5.1.5 Transaction Documents
(a) The Authorisee accepts and undertakes to ensure that the terms of all Transaction
Documents (including the agreements between the Authorisee and Sub-
Contractors and any other Person(s), including vendors of goods and services, or

Volume IV
Draft Authorisation
Bidder
26
between any of these entities) shall be in conformity with the provisions of this
Agreement and not in derogation of or conflict with the provisions hereof. In the
event of any conflict or inconsistency between such documents and this
Agreement, the provisions of this Agreement shall prevail. The Authorisee
further undertakes that any agreement between itself and the Contractors and any
other Person(s), or between any of these entities, shall contain such terms and
conditions as may be necessary to ensure that the counter-party thereto is
required to perform its part of the agreement(s) in conformity with the
Authorisee’s obligations under this Agreement.
(b) The Authorisee shall
i. Provide to the Grantor true copies of every transaction documents duly
executed, which are likely affect the interests of Grantor either
financially, or subleasing of major areas or conceptually against
interests of APSRTC/ State between Grantor and Sub-Contractors and
any other person(s), including vendors of goods and services, or
between any of these entities to which Authorisee is a party, including
any related instruments, deeds, contracts, supplemental agreements and
other such documents relating thereto within 15 (fifteen) days of such
execution or amendment etc.
(ii) Not make any replacement, modification or amendment to any of the
Transaction Documents at any time without the prior written consent of
the Grantor if such replacement, modification or amendment has or may
have the effect of imposing or increasing any financial liability or
obligation on the Grantor and in the event any replacement,
modification or amendment is made without such consent, the
Authorisee shall not enforce such replacement, modification or
amendment nor permit enforcement thereof against the Grantor.
(iii) Comply with its obligations set out in the Transaction Documents.
(iv) Ensure and procure that each Project Contract contains provisions that
would entitle Grantor or a nominee of the Grantor to step into such
agreement at the Grantor’s discretion, in place and substitution of the
Authorisee in the event of termination pursuant to the provisions of this
Agreement.
(v) Not enter into any material contract, including without limitation, any EPC
contract or agreement with any affiliated party related to or in connection with
the Project unless the principal terms including consideration is reviewed,
assessed and approved by the Grantor or Independent Engineer/Consultant
appointed by the Grantor prior to the execution of any such contract.
Section 5.1.6 Reporting Requirements
The Authorisee shall provide to the Grantor and the Independent Engineer/Consultant
reports on a regular basis during the Authorization Period in accordance with the
provisions of Article 7 and as set forth elsewhere in the Agreement and at all times
provide the Grantor such information, data and documents as the Grantor may reasonably
require.

Volume IV
Draft Authorisation
Bidder
27
Section 5.1.7 Accidents and Safety
(i) Develop, implement and administer a surveillance and safety program
for the Project and the users thereof and its and the Contractors’ labour
and personnel engaged in the provision of any services under any of the
Project Contracts, including correction of safety violations and
deficiencies, and taking of all other actions necessary to provide a safe
environment in accordance with Applicable Laws and Good Industry
Practice.
(ii) Take all reasonable precautions for the prevention of accidents on or
about the Project Site and provide all reasonable assistance and
emergency medical aid to accident victims.
(iii) Maintain liaison with emergency service providers and seek necessary
police assistance on payment of applicable charges for the provision of
such services as are not provided in the normal course or are available
only on payment.
Section 5.1.8 Taxes and and Charges
The Authorisee shall
(i) pay in a timely manner all taxes (including property tax), duties, levies,
cess and charges including but not limited to income tax, sales tax,
service tax, excise duty, customs duty and Octroi that may be levied,
claimed or demanded from time to time by any Government Authority
including any increase therein effected from time to time from any
Government Authority, in respect of the Project.
(ii) pay all charges, taxes, Stamp Duties, Registration, fines, late fees and
other outgoings in relation to the use of utilities and services by the
Authorisee or its Contractors and agents during the implementation and
operation of the Project such as water supply, sewage disposal, fuel,
garbage collection and disposal, electric power, gas, telephone and other
utilities and ensure avoidance of any disruption thereof due to
disconnection or withdrawal of the facility. The Property Tax shall be
paid by the Authorisee in the name of Grantor (APSRTC) and the
receipts in original shall be furnished to APSRTC immediately.
Section 5.1.9 Foreign Exchange Risk
The Authorisee shall bear any risk on account of fluctuation in foreign exchange rates
during the Authorization Period.
Section 5.1.10 Contractual Arrangements
The Authorisee shall undertake development of the Site and enter into Contractual
Arrangements in this behalf in accordance with the provision of this Agreement,

Volume IV
Draft Authorisation
Bidder
28
Section 5.1.11 Environment Management Plan
The Authorisee shall comply with its obligations under the Environment Management
Plan.
Section 5.1.12 Marketing
The Authorisee shall undertake marketing, public relations and brand building of the
Project Facility at its cost and expense.
Section 5.1.13 Others
(i) Maintain requisite insurance in accordance with the provisions hereof.
(ii) provide all assistance to the Grantor and the Independent
Engineer/Consultant /Experts as they may reasonably require for the
performance of their duties and services under this Agreement;
(iii) be responsible for safety, soundness and durability of the Project including
all structures forming part thereof and their compliance with the
Specifications and Standards.
(b) provide representatives of the Grantor, including those concerned with safety,
security or environmental protection, at reasonable time and upon reasonable
notice, access to the Project Site to review progress of construction and the
operations of the Project and to ascertain compliance with any of the
requirements of the Agreement. Provided that any failure on the part of the
Grantor to inspect any works shall not, in relation to such works, (i) amount to
any consent or approval of the Grantor or shall the same be deemed to be a
waiver of any of the rights of the Grantor under this Agreement; and (ii) release
or discharge the Authorisee from its obligations or liabilities under this
Agreement in respect of such work.
(c) provide or arrange at its cost during the Authorisation Period all on-site
infrastructure including power, electricity, water, sanitation, sewage treatment
and disposal, drainage, solid and hazardous waste disposal, effluent treatment
and disposal and other utilities and facilities required from time to time in respect
of the construction, operation and maintenance of the Project/Project Facilities
and be in compliance to the requirements relating thereto under the Applicable
Laws, terms of Applicable Permits and Good Industry Practice.
(d) The Authorisee shall, if required, at its cost install meters to measure the
consumption of power and water. The Authorisee shall, at its cost, make alternate
and back up arrangement for power, including but not limited to installation of
generators and for water, subject to the Authorisee obtaining Applicable Permits
if any.
(e) hand over the Project /Project Assets free from encumbrances and encroachments
to the Grantor or its nominated agency upon the expiry/termination of the
Authorisation Period/this Agreement. In the event of non-performance of this
clause by the Authorisee, the Grantor shall have deemed right to take the position

Volume IV
Draft Authorisation
Bidder
29
of the said property and perform the require to be in position with all other
facilities without any liabilities from that date onwards.
Section 5.1.14 Additional Obligations during the Construction Period
(i) promptly commence construction and complete the project s in accordance with
the provisions of this Agreement, including the Project Implementation Schedule
and the Specifications and Standards, the terms of Applicable Permits, the
Applicable Laws and Good Industry Practice and achieve the Project
Completion.
(ii) entrust responsibility for project management and construction to professionally
competent Persons;
(iii) give priority to safety in its construction and planning activities in order to
protect life, health, property and environment;
(iv) promptly carry out at its cost such further works as may be necessary to remove
any defects or deficiencies observed by the Independent Engineer/Consultant and
ensure completion of the construction of the Project in all respects in accordance
with the provisions of this Agreement;
(v) confine its activities to the Project Site and to any additional areas arranged by
the Authorisee at its cost and not encroach upon, damage or degrade adjacent
land and be liable for all costs and consequences for its failure to do so;
(vi) Commence commercial operations of the Project facilities only upon issuance of
the Completion Certificate. Project Completion Certificate shall be issued by
Grantor upon submission and satisfactory completion of the following by the
Authorisee in respect to the Project Facilities;
(a) Construction of compound wall in accordance with Construction Requirements
and Approved Project Development Plan;
(b) Upon completion of construction of the buildings, including toilets, external
walls, utilities such as water supply, power, drainage, sewerage etc., and
(c) Completion of driveways, walkways, landscaping activities in accordance with
the Approved DPR (Detailed Project Report).
Section 5.1.15 Obligations related to Operations and Maintenance
(i) Operate, maintain, manage, repair the Project Facility at its cost and risk
during the Operations Period in accordance with the provisions hereof,
including the Specifications and Standards, the Applicable Laws, the
terms of Applicable Permits and Good Industry Practice.
(ii) Upon achieving Project Completion, promptly commence Commercial
Operations.

Volume IV
Draft Authorisation
Bidder
30
(iii) Employ qualified Persons to efficiently operate and manage the Project
Facility.
(iv) Make available all necessary financial, managerial, technical,
technological and other resources for the operations and, maintenance of
the Project to conform to the requirements of this Agreement.
(v) Replace, repair, replenish or renew, as the case may be, the materials,
goods, machinery, equipment, capital components and spares etc. and
undertake preventive maintenance at its cost as necessary to carry out
efficient operations and maintenance of the Project Facility and to
provide adequate service standards and to ensure that the Project/Project
Facilities are transferred to the Grantor in a good condition except for the
normal wear and tear having regard to their life, construction, use and the
period of use, in accordance with the terms of this Agreement.
(vi) Ensure maintenance of proper and accurate records, data and accounts
relating to the operations of the Project Facilities and the revenues earned
there from.
(vii) Comply with all Applicable Law, including those relating to safety,
health, sanitation, environment, labour and hazardous and dangerous
materials.
(viii) promptly and diligently repair, replace or restore the Project Facility or
part thereof which may be destroyed, lost or damaged.
(ix) Except as provided or authorized under this Agreement, not, without the
prior written consent of the Grantor, remove or replace any asset
comprised in the Project Facility.
(x) Ensure timely payments to the Grantor in accordance with the provisions
of this Agreement.
(xi) Carry out the commercial operations and provide the services and
facilities as per the requirements of this Agreement and make changes
therein only with the prior written approval of the Grantor.
(xii) Not undertake, cause or suffer the undertaking of Prohibited Activities
by any person at the Site or the Project Facilities or part thereof.
Section 5.2 Obligations of Preferred Bidder
Section 5.2.1 Shareholding Lock-In
The Preferred Bidder/Consortium, as a whole, shall hold a minimum 51% of the paid-up
equity share capital of the Authorisee at all times during a period that shall not be- less
than Ten (10) years from the date of signing of this Agreement. In case of Preferred
Bidder being a Consortium, the Lead Member (M/s XXXX) shall hold at least 26 To of
the paid-up equity share capital of the Authorisee till such time that shall not be less than
Ten (10) years from the date of signing of this Agreement and each of the other
constituent member of the Consortium shall hold at least 10% of the paid-up equity share
capital of the Authorisee till such time that shall not be less than Ten (10) years from the
date hereof. No change in composition of the Preferred Bidder/Consortium shall be made

Volume IV
Draft Authorisation
Bidder
31
for a period of Ten (10) years (the "Lock-in Period") from the date hereof]. Any
transfer of such share capital after such Ten (10) years shall require the prior written
approval of the Grantor, which shall not be unreasonably denied_ Provided, nothing
contained in this sub-section shall preclude or prevent pledge of the Preferred
Bidder's/Consortium's shares in the Authorisee in favour of Lenders as security for the
Financial Assistance and enforcement thereof in accordance with this Agreement and/or
the Financing Documents. After the expiry of the lock-in period, the Lead Member may
be replaced by another Lead Member, provided that such lead member holds at least 26%
of the paid-up equity share capital of the Authorisee/SPC. For the avoidance of doubt, the
lead member shall, at all times, during the Authorization Period, hold at least 26% of the
paid up equity share capital of the Authorisee.
Section 5.2.2 Funding Obligation
The Preferred Bidder shall ensure that the Authorisee has, at all times, sufficient funds to
ensure the due discharge of its payment obligations to the Grantor under this Agreement.
In the event the Authorisee is not able to discharge its payment obligations to the Grantor
under this Agreement on account of lack of funds, the Grantor shall have the right to
claim and recover from the Preferred Bidders (jointly and severally) and the Preferred
Bidders shall have the obligation to pay, all such amounts that are due and payable by the
Authorisee to the Grantor under this Agreement.
Section 5.2.3 Obligations of Authorisee
The Authorisee shall in accordance with and subject to the provisions of this Agreement,
undertake or manage, inter alia, the following areas of the Authorisee’s activities:
(a) Preparation of the DPR and the Designs and Drawings;
(b) Arranging the financing for the Project, including mobilization of debt and
equity;
(c) Procurement of Applicable Permits for commencing and implementing the
Project;
(d) Execution of Project Contracts in respect of engineering, procurement,
construction, Operation and Maintenance of Project Facility.
(e) Timely implementation of the Project in accordance with the provisions of this
Agreement, including the Specifications and Standards, the Applicable Laws, the
terms of the Applicable Permits and Good Industry Practice.
(f) Compliance with and implementation of the Environment Management Plan;
(g) Marketing of the Project Facility;
(h) Compliance with the provisions of this Agreement relating to liability and
indemnification;
(i) Implementation of measures for safety, security and protection of the works,
property, life and materials at the Site and the environment.
(j) Making payments towards Project Development Fee, First Instalment of Upfront
Authorisation Premium, First year Annual Premium, First year Advance Annual
Premium before signing the Authorisation Agreement.

Volume IV
Draft Authorisation
Bidder
32
(k) Bank Guarantee for Performance Security
(l) Making regular payments towards the Annual Premium every year, Additional
Development Premium / Revenue Sharing every year (from 4th
year) to Grantor
over the Authorisation Period as per this Agreement Conditions
Section 5.3 Obligations of Grantor
In addition to and not in derogation or substitution of any of the obligations,
undertakings, terms and conditions or covenants set out elsewhere in this Agreement, the
Grantor agrees and undertake as under:
Section 5.3.1 Applicable Permits
i. The Grantor shall, at the request of the Authorisee, grant Applicable Permits with
reasonable promptness that are in its authority and capacity to grant and, as the
case may be, assist but without guarantees and/or without assuming any
responsibility in that behalf and issue recommendatory letters and make best
efforts to assist the Authorisee in obtaining all the Applicable Permits from
Government Authorities, Authorizations to import equipment and materials
required for the Project and immigration clearances, employment permits and
residential premises for any foreign personnel engaged or employed by the
Authorisee in connection with the implementation of the Project, including
renewals thereof; provided that nothing contained in this provision shall relieve
the Authorisee of its obligations under this Agreement to obtain the Applicable
Permits and of being in compliance with the requirements of the same, provided
further that the Authorisee (i) provides to the Grantor all necessary relevant
details and other information as may reasonably be required by the Grantor and
(ii) keeps the Applicable Permits in force and effect throughout the Authorization
Period.
ii. Upon written request from the Authorisee, assist the Authorisee in obtaining
access to all necessary infrastructure facilities and utilities, including water,
sewerage, electricity and telecommunication facilities at rates and on terms no
less favorable to the Authorisee than those generally available to commercial
customers receiving substantially equivalent facilities/utilities.
Section 5.3.2 Tax Benefits
In cases found appropriate the Grantor may, at the request of the Authorisee, issue
recommendatory or supporting letters to any Government Authority recommending tax or
duty concessions/ benefits to the Authorisee/ the Project.
Section 5.3.3 Off-site Infrastructure
The Off Site requirements (Road, Power and Water) are being provided by different
Government Agencies. The Authorisee is required to apply to the concerning Authorities and
obtain the necessary approvals on his own. The Grantor will extend all necessary support to
the Authorisee based on written request of the Authorisee.

Volume IV
Draft Authorisation
Bidder
33
Section 5.4 Change of Land Use
The Grantor has made an application for change of land use and Project will
commence only after obtaining permission for land use conversion by the
Grantor. However, necessary charges towards land use conversion have to be
borne by the Authorisee only. In case of refusal for change of land use by
competent authority, the bids will be cancelled and Bid Security will be refunded
to Authorisee. Interest on payments or any other claim in this regard will not be
considered under any circumstances.
Section 5.5 Obligations of the Grantor and the Authorisee
Section 5.5.1 Compliance with Laws and Regulations
The Parties shall perform their respective obligations under this Agreement in accordance
with the Applicable Laws.
Section 5.5.2 Rights to Documents
(a) Grantor Documents
Documents and computer programs or copies thereof, if any, provided by the
Grantor to the Authorisee, shall always remain the property of the Grantor. Such
documents, computer programs and/or copies shall not be used by the
Authorisee for the purposes other than for the Project. Such documents,
computer programs and/or copies thereof shall, unless otherwise agreed upon by
the Grantor, be returned by the Authorisee to the Grantor on the Transfer Date.
(b) Authorisee Documents
Documents and computer programs provided by the Authorisee, or which are
developed (and owned by the Authorisee) for operation and/or maintenance of
the Project /the Project Assets shall be handed over by the Authorisee to the
Grantor free of cost on the Transfer Date.
(c) Obligation to Cooperate
The Parties shall mutually cooperate with each other in order to achieve the
objectives of this Agreement.
Section 5.6 Others
(a) In the event of any action or suit to prevent, prohibit or otherwise challenge the
Project by any Government Authority, trade union, environmental group or any
other Person or organization, which might reasonably be expected to materially
and adversely affect the Project Assets, the implementation of the Project or the
enjoyment by the Authorisee of its rights and benefits under the Authorisation

Volume IV
Draft Authorisation
Bidder
34
granted herein, the Grantor shall, if requested by the Authorisee in writing, on a
best effort basis, take such reasonable action as is available to it to challenge and
to mitigate such effects.
The Grantor shall provide reasonable assistance to the Authorisee in procuring
the necessary licenses, no-objection certificates and/or Applicable Permits for
exercising necessary authority to regulate the law and order situation within the
Project Facility / Site subject to and in accordance with the Applicable Laws.
However, notwithstanding anything contained herein, the Authorisee shall be
liable to undertake its own assessment of the Applicable Permits required in
connection with the Project.
.

Volume IV
Draft Authorisation
Bidder35
ARTICLE 6 PROJECT IMPLEMENTATION
Section 6.1 DPR and Designs
(a) The Authorisee, within 4 (four) months after grant of the Authorisation, shall at
its cost prepare and submit to the Grantor draft DPR and Designs of the Project.
(b) The DPR shall, inter alia, set out the full details of the developmental activities
proposed to be carried out by the Authorisee for implementation of the Project,
proposed order, sequence and method of working, the steps, procedures and
processes undertaken and to be undertaken by the Authorisee, the Project
Implementation Schedule with the Project Milestones, detailed schedule bar
charts / PERT networks with milestone dates, master plan and building plan of
the Project Facility, including the site development, proposed construction
activities, names of likely Subcontractors/ vendors etc., plans for mobilization of
finances, plans for marketing the Project Facility, proposed arrangements for
operating and managing the Project Facility, the organisation chart of the
Authorisee, proposed Sub-authorisations and such other similar details which
define and clarify the method and direction of the Authorisee’s plans for the
implementation of the Project.
(c) The Grantor shall review the DPR and Designs submitted by the Authorisee for
conformity with the Specifications and Standards and, subject to the provisions
of sub-section (d) herein below, communicate its approval immediately. The
Grantor may in consultation with the Authorisee prescribe a schedule for
submission, clarifications and approval of such plan.
(d) In the event that Grantor has any objection to the DPR and Designs or any part
thereof, it shall promptly notify the Authorisee of its objections, seek
clarifications or suggest changes or modifications or corrections thereto in
writing. Thereupon, the Authorisee shall provide necessary clarification to the
Grantor or re-submit revised DPR and Designs or part thereof, as the case may
be, after incorporating the changes, modifications or corrections suggested by the
Grantor.
(e) If the Grantor does not object to the DPR submitted to it by the Authorisee within
two months of submission, the Grantor shall be deemed to have approved such
DPR and the Authorisee shall be entitled to proceed with the Project accordingly.
However the Authorisee expressly, agrees and confirms that non-communication
of any comments by the Grantor in terms of above clause shall not mean or be
construed to mean that the Grantor’s right to notify the objections / comments /
or to suggest modifications in DPR is forfeited. The Grantor shall be at liberty to
notify its objections / observations and comments even after the expiry of the 60
days period and the Authorisee shall be liable and responsible to address /
incorporate to notified objections / observations to the extent feasible in the
project implementation.
(f) Notwithstanding any express or deemed approval or failure to review by or the
comments or observation of the Grantor in relation to the DPR and Designs, the
Authorisee shall be solely responsible for any defect and/or deficiency therein or
any part thereof and accordingly the Authorisee shall at all times remain solely
responsible for the technical feasibility, operational capability and reliability of
the Project and shall not be relieved or absolved in any manner whatsoever of
any of its obligations hereunder.

Volume IV
Draft Authorisation
Bidder
36
(g) The Authorisee may, with the prior written approval of the Grantor, make or
permit alterations in or addition to any DPR and Designs, specifications and
calculations approved or deemed to be approved by the Grantor given in writing
under this Agreement.
(h) Any design, drawing or specification provided by the Grantor to the Authorisee
shall only be indicative and the Authorisee shall accept the same at its sole risk,
cost and consequence.
(i) The Grantor shall not be responsible or liable in any manner for the accuracy,
completeness or otherwise of the DPR and Designs or the construction and
implementation of the Project/Works by the Authorisee on the basis thereof,
irrespective of any perusal or review thereof or comment thereon by the Grantor,
any Government Authority. In any case the Built-up area provided in DPR shall
not exceed the applicable permissible area as per the Municipal By-laws
(j) The Authorisee needs to submit DPR and obtain approval from the Grantor
within the Compliance Period.
Section 6.2 Development of Site and Implementation of Works
(a) The Authorisee shall commence the Works immediately after taking necessary
sanction of the competent authority for the master plan and building plans.
(b) The Authorisee shall, by itself or through its Subcontractors, at its cost and risk
undertake the development of the Site, including land filling, levelling, clearing,
shifting of utilities, landscaping and demarcation and division of the Site etc. for
establishment of the Project Site, in accordance with the provisions of this
Agreement, including the Specifications and Standards and Good Industry
Practice.
(c) The Authorisee shall arrange at its cost the infrastructure facilities, including but
without limitation, the power and water supply, necessary for carrying out the
Construction, Operation and Maintenance of Project Facility
(d) The Authorisee shall, by itself or through Subcontractors and Sub-authorisees, at
its cost and risk establish, install, equip, provide, construct, as the context admits
or requires, and commission the Facilities and Services in accordance with the
requirements of the provisions hereof, including the Specifications and Standards
and provide the same to the users/others in an equitable, fair and non-
discriminatory manner.
(e) The Authorisee or the Persons claiming through or under it, as the case may be,
shall be responsible for doing all such acts, deeds and things as may be necessary
and expedient for establishing the Project Facility , including, without limitation,
procuring at its/their own risk and cost all goods, materials, things and services
necessary for the development and construction thereof and arranging at its/their
cost the construction power, water, materials and labour required for establishing
the Project Facility, without in any way relieving the Authorisee of its obligations
as set out in this Agreement. Subject to the provisions of Section 6.3 (c) hereof
the Authorisee shall not be entitled to nor shall it seek or raise any demand for
any extension of time for completion of construction on account of any shortage
of any material or resources or delay in procurement of the same for any reason
whatsoever.

Volume IV
Draft Authorisation
Bidder37
(f) The Authorisee shall on and from the Compliance Date, in accordance with the
Specifications and Standards, develop the Site and requisite infrastructure
facilities so as to:
(i) efficiently manage, make available, maintain and operate the Project
Facility consistent with prudent standards of safety and technical
sufficiency;
(ii) provide the necessary resources for the operations and maintenance of
the Project Facility ;
(iii) provide non-discriminatory access of the Facilities and Services within
the Project Facility to the users and other persons.
(g) The Authorisee shall complete the construction of 50% of total possible built up
area of the Project Facilities (as per approved DPR) within 2 years from the
Agreement date, which may be extended under the provisions of this agreement
or by mutual agreement of the Parties.
Section 6.3 Project Completion/ Minimum Obligations/Other Obligations
(a) The Project shall be deemed to be complete only when the Completion
Certificate is issued by the Grantor, to confirm the completion of the Project in
accordance with the provisions of Section 6.3 (b) (the “Project Completion”).
The completion certificate shall be issued, only after obtaining of inter-alia the
Occupancy Certificate by the Authorisee. The Completion Certificate shall
specify the date on which, in the opinion of the Grantor/ Independent Engineer/,
the Project was completed and the Project facilities were open Commercial
Operation.
(b) For the avoidance of doubt, Project Completion herein refers to the completion of
50% of the total possible built up area of the Project Facilities as per the
approved DPR;
(c) Notwithstanding the foregoing, in the event of any unforeseen delay in the
issuance of the environmental clearance from the Ministry of Environment and
Forests, GoI, the Grantor shall, exercising reasonable and commercial discretion,
extend the Construction Period by the period of such delay.
(d) The Authorisee shall commence Commercial Operations only after issuance of
Project completion certificate by the Grantor.
(e) In addition to the Minimum Development obligation to Construct the Project
Facilities having minimum of ______ Sft. of built up area, the Authorisee shall,
Construct and hand over free of cost, a Built up area of 200 Sft in the proposed
development to APSRTC at a mutually agreed location for its exclusive use, on
Project Completion. The said space should have required toilet facilities and a
parking of 2 Equivalent Car Spaces (ECS) confined in one location in the
cellar/basement. The Built-up area should include internal electrical wiring,
painting, flooring, power & water supply connection with sub metres etc. The
interiors and furnishing of the space shall be the responsibility of APSRTC.
APSRTC shall bear the power, water and other maintenance charges for the said
area. Also the Authorisee shall construct compound wall of required height along
APSRTC boundary at his own cost.

Volume IV
Draft Authorisation
Bidder38
Section 6.4 Marketing of Project Facility
(a) The Authorisee shall be solely responsible for the marketing of the Project
Facility. The Authorisee shall be entitled to commence such marketing at its cost
and risk from the Compliance Date and to accept advances, premium, booking
amounts and other considerations from such users from such date; provided that
Grantor shall not be liable in any manner whatsoever to any Person in this behalf
and the Authorisee shall disclose the same to such Users.
(b) The Authorisee shall ensure that the advertisement and marketing of the Project
Facility is carried out in a manner that is consistent with and not in derogation of
or conflict with any terms or provisions of this Agreement and the Applicable
Laws.
Section 6.5 Operation and Maintenance of Project Facility
Section 6.5.1 O&M Works
(a) Effective from date of Project Completion and until the end of the Authorisation
Period the Authorisee shall undertake or cause at its cost and risk the operation
and maintenance of the Project Facility including the buildings, the common
areas, the landscape and other spaces, the parking lots/spaces, the infrastructure,
works, fire-fighting and other systems and the common services and facilities, in
accordance with the provisions of this Agreement, including the Specifications
and Standards, Good Industry Practice, Applicable Laws and conditions of
Applicable Permits, by itself or, subject to the provisions of Section 6.5.1
through O&M Contractor(s) or through suitable management/service contractors,
without in any way relieving the Authorisee of its responsibilities, obligations
and liabilities as set out in this Agreement; provided that the O&M Contractors
shall be appointed not less than 2 (two) months before the Scheduled Project
Completion or Project Completion, whichever is earlier. Within 2 (two) weeks of
the appointment of such contractors the Authorisee shall inform the Grantor of
their appointment.
(b) The Authorisee shall exercise appropriate control over the O&M Contractors and
shall manage, direct, administer and supervise their working so as to ensure
compliance with the provisions of this Agreement.
(c) The Authorisee shall at all times carry out or procure at its cost and expense the
O&M Works and maintain (including routine, regular, periodic and preventive
maintenance), provide, procure, manage, keep in good operating repair and
condition, renew, replace, restore, rectify and upgrade to the extent reasonably
necessary the Project Facility, normal wear and tear excepted, with the skill,
diligence and expertise of operators of similar facilities and in conformity with
the provisions hereof, including the Specifications and Standards and Good
Industry Practice. All such maintenance, repair and O&M Works shall be carried
out in such a way as to cause least inconvenience to users of the Project Facility.
(d) The Authorisee shall carry out the operation and maintenance of the Project
Facility with the objective of providing quality service standards and ensuring
that the buildings, infrastructure, equipment, systems etc. are maintained in an
excellent state perfect operating condition, repair and sanitation and that the
Project Facility is transferred to the Grantor upon expiry/Termination of this

Volume IV
Draft Authorisation
Bidder39
Agreement is in a perfect working condition, normal wear and tear expected,
having regard to its construction, life and use. The operation and maintenance of
the Project/Project Facilities so as to keep them in excellent operating condition
is an essential condition of this Agreement.
(e) The Authorisee shall provide, manage, operate and maintain the On-Site
Infrastructure in accordance with the Specifications and Standards and Good
Industry Practice such that the Project Facility is operated and run efficiently,
smoothly, continuously and without any hindrance or inconvenience to the users
thereof.
(f) The Authorisee shall employ qualified and skilled personnel and manpower to
efficiently Operate and Manage the Project Facility at its cost and consequence.
(g) The Authorisee shall make appropriate arrangements for security at the Site and
abide by the security regulations/procedures prescribed by the Grantor or any
Government Authority from time to time. The Authorisee may secure assistance
of the police force for maintaining security upon payment of routine charges for
such services.
(h) The Authorisee may charge a lump sum and/or periodic maintenance or service
fees for the operation and maintenance services provided by it to the
persons/users/entities availing the same.
(i) The Authorisee or the Persons claiming through or under it shall be free to
determine the Tariff at market driven rates in respect of the use of the Project
Facility or the goods, services, facilities or amenities provided thereat and shall
have the right to demand, collect, retain and appropriate and revise the Tariff;
provided that the same shall be in compliance with the requirements, if any,
under the Applicable Laws, terms of Applicable Permits and Good Industry
Practice.
Section 6.5.2 Subcontracting, Sub-Leasing, Licensing & Franchising
(a) Subject to compliance with the provisions of this Agreement and the Applicable
Laws, the Authorisee shall be entitled to undertake the commercial development
and use of the Project Facility. For the avoidance of doubt the Authorisee shall
have no right and authority to sub-lease the Project Site to any person, in full or
part in any manner, form, arrangement, device whatsoever, provided, however,
the Authorisee may, subject to the provisions hereof, sub-lease or sub-let the
built-up areas constructed by it at or on the Project Site.
(b) Subject to sub-section (a) above, the Authorisee may, effective from the
Operations Date, grant subleases (of built-up spaces) or enter into letting, sub-
letting, Authorisations, franchising, management, service, subcontracting or other
suitable arrangements such as contracts with Advertising Agencies, Cellular
Operators etc on mutually agreed market driven terms and conditions (hereinafter
the “Contractual Arrangements”) with any Person of its choice (hereinafter the
“Contractual Counter Parties””) for carrying on its business of managing,
marketing and operating and maintaining the Project Facility; provided that the
use of Project Facility shall not comprise the Prohibited Activities as for the
applicable laws for the site jurisdiction and also not in competition with the
operations and activities of APSRTC.

Volume IV
Draft Authorisation
Bidder
40
(c) The Authorisee may determine, demand, collect, revise, retain and appropriate
the Tariff for such Contractual Arrangements at rates determined by the
Authorisee;
(d) All Contractual Arrangements shall be subject to the following terms and
conditions:
i. such Contractual Arrangements shall not contain any terms or provisions
inconsistent with or in derogation of any terms or provisions of this
Agreement;
ii. the terms and conditions of this Agreement are complied with and as
applicable form a part of such Contractual Arrangements and the
Contractual Counter Parties , if any, shall be bound by such terms and
conditions and be liable and accountable in respect thereof;
iii. the duration of such Contractual Arrangements shall be limited to and be
co-terminus with/not exceed the Authorisation Period herein;
iv. all such Contractual Arrangements shall be determined and terminated
automatically and simultaneously on the expiry, determination or
termination of this Agreement/the Authorisation/the Authorisation
Period, as the case may be;
v. such Contractual Arrangements shall come into effect and operation only
upon the Authorisee achieving Project Completion in accordance with
the provisions of this Agreement unless otherwise authorised by the
Grantor in writing;
vi. the Authorisee shall at its cost carry out or cause the operation and the
execution and existence of Contractual Arrangements which shall not
relieve the Authorisee of its liability or obligations as set out in this
Agreement;
vii. the maintenance of the Project Facilities, including the common areas
and common facilities and amenities; provided that the Authorisee shall
be entitled to charge, collect and retain lump sum/monthly/periodic
maintenance fees and charges at market driven rates in respect thereof
from the Transferees, users and other Persons availing the services and
facilities;
viii. the execution of Contractual Arrangements shall not relieve the
Authorisee of its liability or obligations as set out in this Agreement;
ix. Each Contractual Arrangement shall include provisions to the effect that
in case of a conflict, direct or indirect, between the provision of this
Agreement or the Land Lease Deed on the one hand and the Contractual
Arrangement on the other hand, the provisions of Agreement or the Land
Lease Deed, as the case may be, shall prevail and such Contractual
Arrangement shall stand modified to that extent;
x. The Authorisee shall submit to the Grantor for its information and record
either a notarised true copy of the agreements/documents or a copy duly
certified by Statutory Auditor/ Authorised Representative relating to the

Volume IV
Draft Authorisation
Bidder
41
Contractual Arrangements within 60 (sixty) days of the date of
execution, modification or amendment thereof.
xi. The Authorisee’s failure to comply with this Section 6.5.2 shall be at its
cost, risk and consequence and constitute an Authorisee Event of Default
that shall entitle the Grantor to Terminate this Agreement in accordance
with the provisions of Article 16 hereof.
Section 6.5.3 No Liability of Grantor for Contractual Arrangements
The Grantor shall not be liable in any manner whatsoever to any Entity /Person in respect
of or in connection with execution of documents/ agreements, matters, understandings
and/or disputes relating to the Contractual Arrangements between the Authorisee and
such entity or person or otherwise or for the Authorisee’s contracts with Third Parties.
The Authorisee shall indemnify and keep indemnified the Grantor, its employees, agents,
representatives and consultants from and against all costs, losses, damages, liabilities,
proceedings, litigation, penalties etc. in this behalf.
Section 6.6 No Breach
(a) The Authorisee shall not be considered to be in breach of its obligations relating
to the Project nor shall it incur or suffer any liability if and to the extent
performance of any such obligations is affected by or on account of any of the
following:
(i) Force Majeure Events, subject to provisions of Section 14;
(ii) a material delay, impediment, default or prevention due to or caused by
the Grantor or any Government Authority;
(iii) Compliance with the instructions or directions of the
Grantor/Independent Engineer/Consultant/Expert/ any Government
Authority other than instructions issued as a consequence of a breach or
default by the Authorisee of any of its obligations hereunder;
(iv) Extensions granted under the provisions of this Agreement, or specific
extensions granted by the Grantor or extensions made by the mutual
agreement of the Parties;
(v) Measures taken to ensure the safe use of the Project Facilities except
when the unsafe conditions have been occasioned by the Authorisee’s
failure to perform its obligations under this Agreement.
(b) In the event of delay due to circumstances set forth in sub-section (a) above, the
Authorisee shall be relieved of its obligations to the extent of such delay and,
upon written request, be granted an extension of the time equal to the period of
delay, as certified by the Independent Engineer/ Expert, for fulfilling its
obligations relating to the Project Facility.

Volume IV
Draft Authorisation
Bidder42
(c) Notwithstanding the above, the Authorisee and the Grantor may, mutually agree
to extend the time period mentioned hereinabove for reasons that they may deem
expedient in the interest of the Project.

Volume IV
Draft Authorisation
Bidder
43
ARTICLE 7 PROJECT MONITORING
Section 7.1 Nodal Officer or Independent Engineer
(a) The Grantor shall nominate a Nodal Officer from their Engineering
Department for monitoring the Progress of the Project, or alternatively, hire
the services of an Independent Engineer. The Nodal Officer/Independent
Engineer shall monitor the implementation of the Project, review and
approve the DPR and the Designs and Drawings, conduct on behalf of the
Grantor the periodic verification of the progress in the construction, issue the
Provisional and/or the Completion Certificate. In case, APSRTC hires the
Services of the Independent Engineers, they discharge their duties and
functions substantially in accordance with the terms of set forth in Appendix
9 and elsewhere in this Agreement. The Nodal Officer shall pursue the
Authorisee for submission of periodic reports (at least once every quarter) in
respect of its functions.
(b) In case, APSRTC hires the services of Independent Engineer, The Cost and
Expenses of the same shall be borne entirely by the Authorisee.
Section 7.2 Reporting and Inspection
The Authorisee shall, in addition to the reporting requirements set forth elsewhere in this
Agreement, comply with the reporting requirements hereunder:
(a) Construction Period Reports
(i) The Authorisee shall within 30 (thirty) days after the execution of the
EPC Contract provide to the Grantor /Nodal Officer, a copy of the
construction schedule created using network techniques. A detailed
explanation of the construction methodology, outlining the quality
assurance, safety and surveillance plan shall also be included.
(ii) The Authorisee shall provide to the Grantor/Nodal Officer a monthly
progress report during the Construction Period, which shall contain the
following information
Summary of Progress: summary of the progress of the Project for that
month which shall detail:
(1) any areas of significant concern and the action being taken to
resolve any significant difficulties;
(2) the actual progress made during that month against the
construction schedule including a description in reasonable detail
of the work carried out;
(3) any matters which have come to light which are likely materially
and adversely to affect the construction of the Project;

Volume IV
Draft Authorisation
Bidder44
(4) any potential or actual deviations from the construction schedule,
the Specifications and Standards and Good Industry Practice or
otherwise confirmation that construction is proceeding in
accordance therewith;
(5) a commentary on the progress of construction as against the
business plan;
(6) areas of concern or problem or bottlenecks, impact and
corrective action plans, revised resource planning, details. The
critical path schedules shall be updated and included as part of
this report in order of priority.
Completion: details of any changes to the proposed date of completion of
construction and the reasons for such changes; and
Government Approvals: written confirmation that all Applicable Permits
then required are in full force and effect including a list of such permits.
(iii). The Authorisee shall promptly carry out at its cost such further works as
may be necessary to remove the defects and deficiencies observed by the
Grantor/Nodal Officer and ensure construction of the Project/Project
Facilities is in all respects in accordance with the provisions of this
Agreement.
(b) Operation Period Reports
The Authorisee shall provide to the Grantor, if any, a quarterly operation and
maintenance progress report during the Operation Period, which shall contain the
following information:
(i) Summary of Progress: summary of operating and financial results for
that quarter and explanations of any major variation between actual and
projected results;
(ii) Revenue: details of the Revenue for the relevant quarter from each
source
(iii) Maintenance Plan: a maintenance plan for the Project for the next quarter
and a report on maintenance carried out during the previous quarter
(including a commentary on any material deviation from expected
maintenance activities as set out in the maintenance plan).
(c) Other Project and Financial Information
The Authorisee will provide the following information to the Grantor promptly
after becoming aware of it:
(i) Force Majeure: details of any Force Majeure Event which has occurred
or which is imminent and fortnightly updates with respect to it as long as
it continues or is imminent;

Volume IV
Draft Authorisation
Bidder
45
(ii) Litigation: details of any actual, pending or threatened material litigation,
arbitration, claim or labour dispute relating to the Project; and
(iii) Legislation: details of contravention of any Applicable Law or with the
terms of any Applicable Permit and any fines or penalties that have or
may thereby be incurred.
(iv) Financial Condition: notification of any adverse material change in the
financial condition of the Authorisee or the Project promptly following
such occurrence
(d) Additional Information
The Authorisee agrees to provide the Grantor/Nodal Officer such further
information as any of them may reasonably request in order for them to monitor
the progress and performance of the Project.
(e) Inspection
The Grantor/Nodal Officer, the relevant Government Authorities, and their
representatives shall at all reasonable times have access to the Project Site, the
Project and the Works and all related designs, documents, reports, records
technology and workmanship, to review progress of the construction, operation
and maintenance of Project Facility and to ascertain compliance with any of the
requirements of this Agreement, including the Specifications and Standards and
to check the progress of the works or for performing statutory duties and the
Authorisee shall provide the necessary cooperation and assistance to them in this
behalf.
Provided that any failure on the part of the Grantor, the concerned Government
Authorities to inspect any work, material, equipment and workmanship etc. shall
not, in relation to such work etc. (i) amount to any consent or approval of the
Grantor nor shall the same be deemed to be a waiver of any of the rights of the
Grantor under this Agreement; and (ii) release or discharge the Authorisee from
its obligations or liabilities under this Agreement in respect of such work etc.

Volume IV
Draft Authorisation
Bidder46
ARTICLE 8 FINANCIAL COVENANTS
Section 8.1 Financing for Project
(a) The Authorisee agrees and undertakes to obtain financing for the Project in the
form of equity, debt and other sources, from domestic and foreign sources,
through public issues, private placements or direct borrowings or investment
from the capital markets, banks, lending institutions, mutual funds, insurance
companies, pension funds, provident funds and any other source as it may deem
necessary for implementing the Project.
(b) The Authorisee may assign its rights, or interest or create a Security Interest in
respect of its rights under this Agreement or any part thereof, including right,
and interest under this Agreement, in and to the Project Assets (excluding the
land), and its right to receive Tariff in favour of Lenders for securing the
Financial Assistance provided or agreed to be provided by the Lenders under the
Financing Documents; provided that any such assignment or Security Interest
shall be consistent with the provisions hereof and the lenders are made aware of
the same.
(i) Provided that the Grantor shall be informed by the Authorisee as to the
creation of any Security Interest in favour of the Lenders, together with
the Lenders particulars within a period of 14 days from the date such
Security Interest comes into existence and provide to the Grantor within
such time notarized true copies of documents/agreements relating
thereto. Failure to do so shall amount to an event of default on the part of
the Authorisee and any consequential failure or inability on the part of
the Grantor to provide any notice or intimation to such Lender, in terms
of the relevant provisions of this Agreement, if any required, shall be at
the risk and responsibility of the Authorisee only.
(ii) Provided further in the event of Termination of this Agreement by efflux
of time or otherwise, such assignment/Security Interest shall stand
extinguished upon payment of compensation by the Authorisee to the
Lenders, to the extent they are entitled to receive the same in accordance
with the provisions of this Agreement. The Authorisee shall primarily be
responsible to ensure that the prospective lenders are made aware of this
provision and a suitable provision to this effect is incorporated in the
financing & security documents to execute between the Authorisee and
the lenders.
(iii) Provided further, nothing contained in sub-section (b) of this Section 8.1
shall (i) absolve the Authorisee from its responsibilities to
perform/discharge any of its obligations under and in accordance with
the provisions of this Agreement; (ii) authorize or be deemed to
authorize the Lenders to implement and execute Project themselves and
(iii) under any circumstances amount to any guarantee from or recourse
to the Grantor.
(c) Except as stated in sub-section (b) above or elsewhere in this Agreement, the
Authorisee shall not assign its rights, interest or obligation or create a Security
Interest with respect to its rights under the Agreement or any part thereof in
favour of any Person without the prior written consent of the Grantor.

Volume IV
Draft Authorisation
Bidder
47
(d) The Grantor shall assist the Authorisee as necessary and mutually agreeable, to
enable the Authorisee to achieve Financial Closure, which do not materially and
adversely affect the rights and interests of the Grantor hereunder or impose
additional material liabilities on the Grantor.
(e) The Agreement entered by the Authorisee with the lenders will be sub-ordinate to
the Authorization Agreement entered by the Authorisee with the Grantor.
Section 8.2 Escrow Account
a. The Authorisee shall within 3 (Three) months from the "Commercial Operation
Date" establish an Escrow Account with a Nationalised Bank, acceptable to the
Grantor (the "Escrow Bank"), for a period until the end of Authorization Period under
an Agreement to which the Escrow Bank, the Grantor and the Authorisee are parties.
The Parties agree to enter into definitive Escrow Agreement(s) as necessary, with the
Escrow Bank for the opening, operation, management and termination of the escrow
account. The terms and condition of the Escrow Agreement shall be agreed between
the Parties by mutual consent. The express consent of the Grantor to the term and
condition of the Escrow Agreement shall be mandatory and is an essential condition
of this Agreement.
b. All revenues, inflows and outflows of cash and receivables on account of Project or
otherwise that accrue or arise to the Authorisee under, in connection with or pursuant
to the implementation of the Project under this Agreement shall be credited to or
debited from, as the case may be in Escrow Account. The Escrow Bank shall be
instructed to provide monthly statements relating to such account to the parties.
c. The Authorisee shall deposit all cash and receivables from the Project, including
collection of User Charges, into Escrow Account, which shall be first used to ensure
the payments due and payable to the Grantor in terms of this Agreement and, subject
to timely payments thereof and retention of the amounts required to ensure the
payment of the fees and expenses to the Independent Engineer, transfer the remaining
balances to any of the accounts of the Authorisee or to the order of the Authorisee in
accordance with the terms for the Escrow Agreement. Provided always, all the
payments by the Authorisee to the Grantor under this Agreement, including the
Annual Premium, Additional Development Premium in term of share in Gross
Revenue Turnover, Annual enhancement in the advance Annual Premium, shall have
priority over all other payments that are due and payable by the Authorisee on any
account whatsoever, excepting the payment of taxes by the Authorisee to any
Government Authority.
d. The Authorisee shall be responsible for ensuring and directing that all collections
towards or payments comprising cash and receivables from the Project, including the
User Charges are deposited on a daily basis during the Authorization Period in the
Escrow Account irrespective whether the collection are received by the Authorisee or
its agents, representatives or persons duly authorised by the Authorisee.

Volume IV
Draft Authorisation
Bidder
48
e. The Escrow Account shall be opened and operated at _______a Branch of any
Nationalised bank (the Escrow Bank).
f. The Escrow Bank shall hold the Escrow Account and such monies, from time to
time, as may be deposited in the said Escrow Account subject to conditions herein
contained and/or in the definitive Escrow Agreement.
g. The monies held by the Escrow Bank in pursuance of this Agreement shall not be
considered as part of the assets of the Escrow Bank, and, being trust property shall
not, in the case of a bankruptcy or liquidation of the Escrow Bank, be considered as
its assets and shall not be available to the liquidator, bankruptcy trustee or other
creditor of the Escrow Bank. The Escrow Bank shall not have any lien or be
entitled to exercise claim on the monies in the escrow account.
h. The Escrow Bank shall maintain the Escrow Account for the tenor of the
Authorization Period or until receipt of joint written confirmation from the Parties
for the termination thereof. Upon termination of the escrow account the Escrow
Bank shall transfer any balances in the account to the Authorisee or to
the order of the Authorisee; provided there are no• outstanding claims of the
Grantor on the Authorisee.
The Authorisee shall duly appoint authorized signatories ("Authorized
Signatories") for operating the Escrow Account from among its personnel and
inform their names to the Escrow Bank and the Grantor. Such
Authorized Signatories shall, on or prior to the payment date, issue and sign
cheques in favour of the Grantor for payments due and payable by the Authorisee
to the Grantor hereunder, including the Annual Premium, the Revenue
Share, the enhancement of the Security Deposit and the Charges and Expenses.
Section 8.3 Payments to Grantor
In consideration for the grant of the Authorization, the Preferred Bidder/ Authorisee
shall make the following payments/provide following facilities to the Grantor in the
manner and at the times mentioned hereunder:
Section 8.3.1 Project Development Fee
The Preferred Bidder shall pay to the Grantor a one-time irrevocable and non-
refundable Project Development Fee of Rs. ________/- (Rupees ________ only) plus
applicable taxes in the form of a demand draft drawn in favour of Financial Advisor,
APSRTC on any Nationalized Bank, payable at Hyderabad, within 45 days of the
date of issue of LoI, a pre-condition to the execution of this Agreement, and the
amount has already been paid.

Volume IV
Draft Authorisation
Bidder49
Section 8.3.2 Upfront Authorisation Premium
(i) Upfront Authorisation Premium: The Authorisee has paid to the Grantor the 1st
instalment of Upfront Authorisation Premium amounting to Rs.______ (Rupees
_________ only)) in the form of a Demand Draft vide No._______________
Dated ___________ drawn in favour of “ Financial Advisor, APSRTC,
Hyderabad” payable at Hyderabad, as a pre-condition to the execution of this
Agreement
(ii) Upfront Authorisation Premium: The Authorisee has to pay the Grantor the 2nd
instalment of Upfront Authorisation Premium amounting to Rs.______ (Rupees
_________ only) in the form of a Demand Draft drawn in favour of “Accounts
Officer, APSRTC, _________ Region ” payable at __________ on or before
365 days from the Agreement date.
Section 8.3.3 Annual Premium
a) At the time of execution of the Authorisation Agreement, the Authorisee has paid
the Annual Premium for the First year, amounting to Rs. _______/- ( Rupees
________ only), in the form of of a Demand Draft vide No._______________
Dated ___________ drawn in favour of “ Financial Advisor, APSRTC,
Hyderabad” payable at Hyderabad, as a pre-condition to the execution of this
Agreement
b) At the time of execution of the Authorisation Agreement, the Authorisee has paid
the advance Annual Premium for the First year, amounting to Rs. _______/- (
Rupees ________ only), in the form of of a Demand Draft vide
No._______________ Dated ___________ drawn in favour of “ Financial
Advisor, APSRTC, Hyderabad” payable at Hyderabad, as a pre-condition to the
execution of this Agreement.
c) The Authorisee shall make payments with respect to the Annual Premium on
Yearly basis with 5% enhancement over the previous year Premium throughout the
Authorization Period.
d) The Annual Premiums are different in each of the year. To ensure and secure the
payment of advance Premium with the Grantor from Second year onwards, the
Authorisee, along with the Premium, has to pay the difference of amount to make
the Advance Premium equal to Premium for that year. This Advance Premium
shall be paid at the beginning of each year, as interest free security deposit.
e) The Authorisee should not construct more than the approved built up area as
provided in DPR or Municipal approved plans. The Authorisee responsible for all
consequences if constructs without the approval of Municipal Corporation/ Local
bodies and without consent of Grantor and liable for termination of agreement.
f) The Advance Premium shall be returned to the Authorisee within six months from
the Transfer Date after the completion of the Authorisation Period, after adjusting
dues of the Authorisee if any to the Grantor or towards any Project Payment
Obligations like power, water, maintenance etc.
g) In the event, the payments are delayed beyond a period of 15 days from the
scheduled date; it shall be construed as an Authorisee default in payment of

Volume IV
Draft Authorisation
Bidder
50
Premium. When such a default occurs, the Grantor shall issue a default notice to
the Authorisee requesting to remedy the situation within 15 days. If the situation is
not remedied, at the end of 15th
day a second notice shall be issued allowing further
period of 15 days. In the event that the Authorisee fails to remedy the situation, the
Grantor may at the end of 45th
day (15+15+15 days) appropriate the amount due
from the security (Advance Premium) and issue a termination notice. The
Authorisee shall reinstate the security within 7 days, failing which the Grantor
reserves the right to terminate the Authorization Agreement as per Article-16 of
this Authorization Agreement.
Section 8.3.4 Additional Development Premium (Revenue Share)
(a) Effective from the fourth year from the Agreement Date and during the
Authorization Period, the Authorisee shall pay to the Grantor, 3% (Three
percent) of the revenue share in the Gross Annual Revenue of the Authorisee
or the minimum amount specified in Appendix A10 .
(b) The Authorisee shall pay the above mentioned minimum Revenue Share on
Annual basis. If the Annual revenue share is higher than the minimum
amount, the Authorisee shall pay the difference within 30 days from the date
of approval of Annual Accounts by the SPC board.
(c) The revenue share shall be computed based on the audited gross turnover of
each year and adjusted for each year upon the finalization of the audited
accounts of the Authorisee for that year and the determination of the audited
Gross Revenue for that year as certified by the statutory auditor of the
Authorisee.
(d) The Authorisee shall pay the Revenue Share for each Year during the
Authorization Period to the Grantor by way of a Demand Draft drawn on a
Nationalized Bank in favour of Accounts Officer , payable at _________ or
by electronic transfer from the Escrow Account.
(e) The Grantor/Nodal Officer and its authorized representatives and
Experts/Auditors shall at all times be entitled to inspect the
Authorisee's book of accounts, contracts, invoices, vouchers, bills,
receipts etc and to make copies thereof.
(f) The Grantor shall have right to appoint at the Authorisee's cost an Expert,
being reputable Independent Auditor, to audit the accounts and record of
the Authorisee to determine the Revenue. The Authorisee shall make
available to such the Grantor, its representatives and such auditor all its
records, books, documents and other relevant information that may be
reasonably be required to check or audit any information, figures,
calculation of revenues of the Authorisee and shall provide the Grantor, its
representative and such auditor reasonable access to its offices and
premises for the purpose of such audit.

Volume IV
Draft Authorisation
Bidder51
(g) The Authorisee shall install, equip and operate and maintain an up to date
fully computerized accounts records with appropriate centralized software
package and linked to a central server and provide complete and
unrestricted at all times there to the Grantor or its authorized representative
along with the requisite access codes, manuals and other requisites and a
computer terminal to be manned by the Grantor may undertake or cause
periodic and / or random review and monitoring of the accounts.
(h) If the Authorisee commits a default, the Grantor reserves the right to
immediately terminate the Authorization Agreement without being bound by
the cure periods and step-in right provisions under Article-16 of this
Authorization Agreement and in such circumstances the Transfer Date shall be
as specified in the note of termination so issued by the Grantor.
8.3.5 Penalty for Delayed Payments:
If the Authorisee fails to make the Annual Premium payments to APSRTC, the
Annual Premiums (ALRs), Additional Development Premiums (ADPs) (the yearly
payments on advance basis), Security Deposits and yearly enhancement of advance
Premium within the stipulated period, a penalty @ 18% per annum on the
outstanding amounts would be effective from and including the due date to excluding
the date of payment.
Section 8.4 User Charges for Project Facilities
(g) Effective from COD and during the Operations Period, the Authorisee shall be
(i) entitled to fix at rates fixed/structured at the discretion of the Authorisee from
time to time, determine, revise, charge, demand, collect, recover, retain and
appropriate the Tariff at market driven rates from users of Project Facility and
for the goods, services, facilities and amenities etc. relating to the
Project/Project Facilities/at the Site that are provided, arranged or procured by
the Authorisee by itself or under or pursuant to Contractual Arrangements;
(ii) provide separate customized service or tariff packages or differential rates or
special or seasonal discounts for specific, bulk, regular users or different
category of users or during different parts of the year or for timely or early
payment.
Provided that the Authorisee shall be in compliance with the requirements of the
Applicable Laws, terms of Applicable Permits, statutory or mandatory
requirements of Government Authorities, if any, and Good Industry Practice in
this behalf.

Volume IV
Draft Authorisation
Bidder
52
(h) The Authorisee shall have right to demand, collect, retain and appropriate, enforce
and revise the Tariff effective from COD and during the Operations Period by itself
or through any Person/collection agents appointed by it.
(i) The Grantor expressly recognises that if any user fails to pay Tariff, the Authorisee
may exercise all rights and remedies available under the Applicable Laws for
recovery thereof, including the suspension, termination or cancellation of provision
of the applicable service to the relevant defaulting user; provided that the same shall
be in compliance with the requirements of the Applicable Laws, terms of Applicable
Permits, statutory or mandatory requirements of Government Authorities, if any, and
Good Industry Practice in this behalf.
Section 8.5 Audit and Account
(a) Appointment of Auditors
(i) The Authorisee shall appoint and have during the subsistence of this
Agreement, as its statutory auditors, a reputed firm of chartered
accountants duly authorized to practice in India. All fees and expenses of
the statutory auditors shall be borne by the Authorisee.
(ii) Any claim or document provided by the Authorisee to the Grantor
relating to receipts, income, payments, costs, expenses, accounts or audit,
and any matter incidental thereto, in connection with the Project shall be
valid and effective only if certified by the Authorisee’s statutory
auditors.
(b) Maintenance of Accounts
(i) The Authorisee shall, during the subsistence of this Agreement, maintain
books of accounts in accordance with standard accounting practices and
statutory requirements under the Indian laws recording all its receipts from
all sources derived or on account of the Project, income, expenditure,
payments and assets and liabilities, in accordance with this Agreement, the
Applicable Laws and Good Industry Practice. The Authorisee shall provide
the Grantor 2 (two) copies of its audited balance sheet and profit and loss
account along with a report thereon by its statutory auditors, within 120 (one
hundred and twenty) days of the close of the Accounting Year to which they
pertain.
(ii) The Authorisee shall establish and maintain a daily and monthly reporting
system to provide storage and ready retrieval of data related to the
construction and operation of the Project, including all such information
which is necessary to verify costs and expenses incurred or revenues earned
and to confirm the amount of Gross Revenue and to confirm that the
Authorisee is in compliance with its obligations under this Agreement. The
Authorisee shall provide copies of such reports to the Grantor within 10 (ten)
days of the end of every quarter.

________________________________________________________________________
Bidder
53
ARTICLE 9 PERFORMANCE SECURITY
Section 9.1 Performance Security
(a) For securing the performance of the obligations of the Authorisee/ Preferred
Bidder under the RFP, the LoI, under Section 3.4 of this Agreement and during
the Construction Period, the Preferred Bidder has along with the execution of this
Agreement, delivered to the Grantor a an un-conditional and irrevocable bank
guarantee for a sum of Rs._______/- (Rupees __________ Only), valid for 4
years from the date of execution of the Agreement unless extended under the
provisions of this Contract. The same is furnished as an irrevocable and
unconditional Bank Guarantee from Bank-------- dated ------------ & valid up to --
--------- drawn in favour of Vice Chairman and managing Director, APSRTC”.
(b) The Preferred Bidder / Authorisee shall keep the Performance Security valid at
all times during the stipulated period/extended period as the case may be.
Section 9.2 Appropriation of Performance Security
(a) In the event of the Authorisee being in default of the due, faithful and punctual
performance of its obligations under the RFP, the LoI, under Section 3.4 of this
Agreement and during the Construction Period and until the date of issue of the
Completion Certificate, as the case may be, or owning any sums whatsoever to
Grantor under this Agreement or in the event of there being any claims or
demands whatsoever whether liquidated or which may at any time be made or
have been made on behalf of the Grantor for or against the Authorisee under this
Agreement or against the Grantor in respect of this Agreement, the Grantor shall,
without prejudice to its other rights and remedies hereunder or in law, be entitled
to call in, encash and appropriate the relevant or delinquent amounts from the
Performance Security as damages for such default, dues, demands or claims.
(b) The decision of the Grantor as to any breach/delay having been committed,
liability accrued or loss or damage caused or suffered shall be conclusive,
absolute and binding on the Authorisee. The Authorisee specifically confirms
and agrees that no proof of any amount of liability accrued or loss or damages
caused or suffered by the Grantor under this Agreement is required to be
provided in connection with any demand made by the Grantor to recover such
compensation through encashment of the Performance Security under this
Agreement and that no document or any action shall be required other than the
Grantor’s written demand as aforesaid.
(c) In the event of encashment of the Performance Security by the Grantor, in full or
part, the Authorisee shall within 30 (thirty) days of receipt of the encashment
notice from the Grantor provide a fresh Performance Security or replenish the
existing Performance Security, as the case may be. The provisions of this Article
9 shall apply Mutatis Mutandi to such fresh Performance Security. The
Authorisee’s failure to comply with this provision shall constitute an Authorisee
Event of Default, which shall entitle the Grantor to terminate this Agreement in
accordance with the provisions of Article 16 hereof.
Section 9.3 Release of Performance Security
Subject to the provisions hereof, the Grantor shall promptly return the
Performance Security on achieving COD and Project Completion Certificate
issued by the Grantor.

Volume IV
Draft Authorisation
Bidder54
ARTICLE 10 ASSET OWNERSHIP AND CERTAIN RIGHTS
Section 10.1 Ownership of Assets
(a) Land Area
The ownership of the Project Site shall always remain vested with the Grantor.
The rights of the Authorisee in the Project Site shall only be that of a lessee as
provided in this Agreement. It is clarified for the avoidance of doubt that title to
the land shall vest exclusively with the Grantor and the Authorisee shall only
have the right to develop and use the same in accordance with the provisions of
this Agreement.
(b) Assets created or provided by the Authorisee
The ownership of all infrastructure assets, buildings, structures, equipment and
other immovable and movable assets constructed, installed, located, created or
provided by the Authorisee in, on, over or under the Project Site pursuant to this
Agreement shall, until transfer to the Grantor in accordance with this
Agreement, be with the Authorisee.

Volume IV
Draft Authorisation
Bidder
55
ARTICLE 11 INSURANCE
Section 11.1 Insurance Cover
The Authorisee shall maintain or cause to be maintained, at its own expense, insurance
policies as are customarily and ordinarily available in India on commercially reasonable
terms and reasonably required to be maintained, consistent with similar facilities of the
size and type of the Project and as may be required by the Lenders.
(a) Construction Period
The Authorisee shall, at its cost and expense, purchase and maintain during the
Construction Period such insurances as are necessary, including but not limited to the
following:-
(i) Construction/builders’/contractors’ all risk insurance;
(ii) Erection all risk policy
(iii) comprehensive third party liability insurance including injury or death to
personnel of the Grantor and others who may enter the Project Site;
(iv) workmen’s compensation insurance;
(v) any other insurance that may be necessary to protect the Authorisee, its
employees and its assets (against loss, damage or destruction at
replacement value) including all Force Majeure Events that are insurable
and not otherwise covered in items (i) to (iv).
(b) Operations Period
The Authorisee shall, at its cost and expense, purchase and maintain during the
Operations Period insurance to cover the Project Facility for:
(i) loss, damage or destruction of the Project Facility at replacement value
or full market value (including fire, burglary, standard and special peril);
(ii) the Authorisee’s general liability arising out of the Authorisation;
(iii) liability to third parties; and
(iii) any other insurance that may be necessary to protect the Authorisee and its
employees, including all Force Majeure Events that are insurable and not
otherwise covered in items (i) to (iii).
Section 11.2 Evidence of Insurance
The Authorisee shall, from time to time, furnish to the Grantor copies of all insurance
policies in respect of the Insurance Cover (or appropriate endorsements, certification of
other satisfactory evidence of insurance) as soon as reasonably practical after they are
received by the Authorisee and furnish evidence to the Grantor that all premiums have
been paid and that the relevant policies remain in force, valid and existence. In the event
the Authorisee does not maintain any Insurance Cover pursuant hereto, the Grantor may,
at its option, effect such insurance and the Authorisee shall reimburse all the costs and
expenses incurred in this behalf by the Grantors within 15 (fifteen) days of receipt of the
Grantor’s claim in respect thereof. In case the Authorisee fails to reimburse such
expense, this shall become the Authorisee's Event of Default and shall be treated as per
the provisions laid down under Article 15.

Volume IV
Draft Authorisation
Bidder56
Section 11.3 Application of Insurance Proceeds
Subject to the provisions of the Financing Documents and unless otherwise provided
herein, the proceeds from all insurance claims, except for life and injury, shall be
promptly credited the amount, in accordance with the terms hereof and thereof, the
Authorisee shall apply such proceeds for the repair, renovation, restoration or re-
instatement of the Project or any part thereof, which may have been damaged or
destroyed. The Authorisee may designate the Lenders/ Lenders’ Representative the loss
payees under the insurance policies or assign the insurance policies in their favour as
security for the Financial Assistance provided by the Lenders.
Section 11.4 Distribution of Insurance Proceeds Upon Termination
Whenever this Agreement is terminated following a Force Majeure Event and insurance
proceeds are available in connection with the insurance policies to which the Authorisee
is entitled or should be entitled pursuant to this Agreement with respect to the Project,
such proceeds shall, if not used to effect a restoration or to make repairs to the Project,
be distributed first, (a) payment of dues, if any, to the Grantor; and (b) for the payment
towards indebtedness (actual or contingent) owing to the Lenders; (c) the residual
amount, if any, to the Authorisee.
Section 11.5 Insurance Companies and Waiver of Subrogation
(a) The Authorisee shall insure all insurable assets comprised in the Project Assets
and/or the Project through Indian insurance companies of repute and if so
permitted by GoI, through foreign insurance companies, to the extent that
insurances can be affected with them.
(b) The premiums payable on insurance coverage as indicated above, including any
costs and expenses incidental to the procurement and enforcement of such
insurance coverage shall be borne by the Authorisee.
(b) All insurance policies supplied by the Authorisee shall include a waiver of any right
of subrogation of the insurers there under against, inter alia, the Grantor and its
assigns, subsidiaries, affiliates, employees, insurers and underwriters and of any
right of the insurers of any set-off or counterclaim or any other deduction, whether
by attachment or otherwise, in respect of any liability of any such person insured
under any such policy.
(d) The Authorisee hereby further releases, assigns and waives any and all rights of
recovery against, inter alia, the Grantor and its affiliates, subsidiaries,
employees, successors, assigns, insurers and underwriters, which the Authorisee
may otherwise have or acquire in or from or in any way connected with any loss
covered by policies of insurance maintained or required to be maintained by the
Authorisee pursuant to this Agreement (other than Third Party liability insurance
policies) or because of deductible clauses in or inadequacy of limits of any such
policies of insurance.

Volume IV
Draft Authorisation
Bidder57
Section 11.6 Validity of the Insurance Cover
The Authorisee shall pay the premium payable on such insurance policy(ies) so as to
keep the policy(ies) in force and valid throughout the Authorisation Period and furnish
certified true copies of the same to the Grantor. Each insurance policy shall provide that
the same shall not be cancelled or terminated unless 10 days’ clear notice of cancellation
is provided to Grantor in writing. If at any time the Authorisee fails to purchase and
maintain in full force and effect any and all of the insurances required under this
Agreement, the Grantor may at its option purchase and maintain such insurance and all
sums incurred by the Grantor therefore shall be reimbursed by the Authorisee forthwith
on demand, failing which the same shall be recovered by the Grantor by exercising right
of set off or otherwise.

Development of vacant site at __________, ___________ District under B.O.T Scheme Volume IV
Draft Authorisation
Bidder
58
ARTICLE 12 REPRESENTATIONS AND WARRANTIES
Section 12.1 Mutual Representations and Warranties
Each Party represents and warrants to the other Party that:
(a) it is duly organized, validly existing and in good standing under the laws of
India;
(b) it has full power and authority to execute, deliver and perform its obligations
under this Agreement;
(c) it has taken all necessary action to authorise the execution, delivery and
performance of this Agreement and to carry out the transactions contemplated
hereby;
(d) this Agreement constitutes its legal, valid and binding obligation, fully
enforceable against it in accordance with the terms hereof;
(e) it has the financial standing and capacity to undertake the Project;
(f) it shall have an obligation to disclose to the other Party as and when any of its
representations and warranties ceases to be true and valid.
Section 12.2 Further Representations and Warranties of Preferred Bidder/
Authorisee
In addition, the Authorisee represents and warrants to the Grantor that:
(a) The execution, delivery and performance of this Agreement and all instruments
or agreements required hereunder do not conflict with, contravene, violate, result
in the breach of, constitute a default under or accelerate performance of any
agreement or instrument to which the Authorisee is a party, including without
limitation, its articles and memorandum of association or by which it is or may be
bound or any Applicable Laws or any covenant, agreement, understanding,
decree or order, injunction, award to which it is a party or by which it or any of
its properties or assets is bound or affected;
(b) There are no actions, suits, proceedings, or investigations pending or, to the
Authorisee's knowledge, threatened against it at law or in equity before any court
or before any other judicial, quasi judicial or other authority, the outcome of
which may result in the breach of or constitute a default of the Authorisee under
this Agreement or which individually or in the aggregate may result in any
Essential Material Adverse Effect;
(c) It has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any
Government Authority or any other pending or potential matters which may result
in any Material Adverse Effect or impairment of the Authorisee's ability to
perform its obligations and duties under this Agreement;

Volume IV
Draft Authorisation
Bidder
59
(d) It has complied with all Applicable Laws and has not been subject to any fines,
penalties, injunctive relief or any other civil or criminal liabilities, which
individually or in the aggregate have or may have Material Adverse Effect;
(e) No representation or warranty by the Preferred Bidder /Authorisee contained
herein or in any other document furnished by it to the Grantor or to any
Government Authority in relation to Applicable Permits or otherwise contains or
will contain any untrue statement of material fact or omits or will omit to state a
material fact necessary to make such representation or warranty not misleading;
(f) Each Consortium Member/the Preferred Bidder was and is duly organised and
existing under the laws of the jurisdiction of its incorporation and has full power
and authority to consent to and has consented to the Authorisee entering into this
Agreement and has agreed to and unconditionally accepted the terms and
conditions set forth in this Agreement;
Provided that whenever any pending or potential matter, including the matters
listed in the sub-sections above, comes to the knowledge of the Preferred Bidder
/Authorisee, during the Authorisation Period, the outcome of which may result in
the breach of or constitute a default of the Authorisee under this Agreement or
which individually or in the aggregate may result in any Material Adverse Effect
or impairment of the Authorisee’s ability to perform its obligations and duties
under this Agreement, the Authorisee shall immediately intimate the same to the
Grantor;
(g) In submitting its Proposal the Preferred Bidder/Authorisee has complied with all
the Applicable Laws and it is and has not been subject to any fines, penalties,
injunctive relief or any other civil or criminal proceedings or liabilities which
individually or in the aggregate have or may have Material Adverse Effect on its
financial condition or its ability to implement the Project.
(h) All rights and interests of the Authorisee in the Project, the Project Facilities and
Project Assets shall pass to and vest in the Grantor or its nominated agency on the
Transfer Date free and clear of all liens, claims, and encumbrances, without any
further act or deed on the part of the Preferred Bidder/Authorisee or the Grantor
and that none of Project Assets including materials, supplies or equipment
forming part thereof shall be acquired by the Authorisee subject to any agreement
under which a security interest or other lien or encumbrance is retained by any
person save and except as expressly provided in this Agreement; and
(i) No sums, in cash or kind, have been paid or will be paid by or on behalf of the
Preferred Bidder /Authorisee, to any person by way of commission or otherwise
for securing the Authorisation execution of this Agreement or for influencing or
attempting to influence any officer or employee of the Grantor.

Volume IV
Draft Authorisation
Bidder
60
Section 12.3 Waiver of Sovereign Immunity
Each Party hereto unconditionally and irrevocably:
(a) agrees that the execution, delivery and performance by it of this Agreement and
all other agreements, contracts, documents and writings relating to this
Agreement constitute private and commercial acts and not public or
governmental acts and that it is subject to the civil and commercial laws of India
with respect to this Agreement;
(b) agrees that any proceedings be brought against it or its assets, other than the
assets protected by the diplomatic and consular privileges under the Foreign
Sovereign Immunities Act or / any analogous legislation (“Exempted Assets”) in
any jurisdiction, in relation to this Agreement or any transaction contemplated by
this Agreement, no immunity, sovereign or otherwise from such proceedings,
execution, attachment or other legal process shall be claimed by or on behalf of
itself or with respect to any of its assets (other than the Exempted Assets);
(c) consents generally in respect of the enforcement of any judgment against it in
any proceedings in any jurisdiction to the giving of any relief or the issue of any
process in connection with such proceedings including without limitation the
making, enforcement or execution against or in respect of any property
irrespective of its use subject to (b) above.
Section 12.4 Disclaimer
(a) Without prejudice to any express provision contained in this Agreement, the
Preferred Bidder/Authorisee acknowledges that prior to the execution of this
Agreement, the Preferred Bidder/Authorisee has after a complete and careful
examination made an independent evaluation of the Project, the legal and
contractual framework, the Applicable Laws and Applicable Permits and the
technical and financial aspects of the Project, the Specifications and Standards,
the Project Site and the suitability of its condition, soil and location for
implementation of the Project, the availability of goods, materials and things
needed for implementing Project, all the information and documents provided by
the Grantor, its consultants or any Government Authority, the market and demand
conditions, information relating to users and the cost, risks, consequences and
liabilities involved in implementing the Project, and has determined to the
Preferred Bidder’s/Authorisee's complete satisfaction the nature and extent of
such difficulties, risks and hazards as are likely to arise or may be faced by the
Authorisee in the course of performance of its obligations hereunder. It has also
carried out a title search, including without limitation the title, ownership,
possession, land acquisition etc. in respect of the Project Site.
(b) The Preferred Bidder /Authorisee further acknowledges and hereby accepts the
risk of inadequacy, mistake or error in or relating to any of the matters set forth in
sub-clause (a) above and hereby confirms that the Grantor, its consultants or any
Government Authority shall not be liable for the same in any manner whatsoever

Volume IV
Draft Authorisation
Bidder
61
to the Preferred Bidder/ Authorisee or Persons claiming through or under the
Preferred Bidder/Authorisee.
(c) The Preferred Bidder /Authorisee accepts that it is solely responsible for the
verification of any design, data, design, documents or information provided to the
Authorisee by the Grantor, its consultants or any Government Authority and that
it shall accept and act thereon at its own cost and risk.
(d) The Preferred Bidder /Authorisee shall be solely responsible for the contents of
its Proposal, adequacy and correctness of the Design and Drawing, data and
detailed engineering prepared or procured by the Authorisee for implementing the
Project.
(e) The Preferred Bidder /Authorisee is entering into this Agreement on the basis of
its satisfaction based on the due diligence audit undertaken by it.

Volume IV
Draft Authorisation
Bidder
62
ARTICLE 13 LIABILITY AND INDEMNIFICATION
Section 13.1 Liability of Authorisee
Notwithstanding anything to the contrary contained in this Agreement,
(a) in addition to the Authorisee’s liability and obligations and the Grantor’s
remedies provided elsewhere in this Agreement, the Authorisee shall be solely
responsible for any loss of or damage to the Project and the Project Assets,
damage to environment, death or injury to person, and any other liabilities,
damages, losses and reasonable cost and expenses (including legal costs) suffered
by the Grantor:
(i) during the Authorisation Period resulting from any negligent act or
omission of the Authorisee, the Contractors, the Contractual Counter
Parties or any other Person and their respective employees, agents,
contractors and representatives.
(ii) in connection with, arising out of, or resulting from any breach of
warranty, material misrepresentation by the Authorisee, Contractor or
Contractual Counter Parties, or non-performance of any term, condition,
covenant or obligation to be performed by the Authorisee, Contractor or
Contractual Counter Parties under this Agreement and the Transaction
Documents.
(b) The Authorisee shall also be liable for any loss or damage which occurs as a
result of any act, event, omission, negligence or default (including property
circumstances, quality of materials used, workmanship, structural, design or other
defects, latent or patent, non-compliance with development control regulations of
the relevant local authorise time to time, building bye laws as may be applicable,
other Applicable Laws, regulatory requirements of Government Authorities,
Specifications and Standards or any other matter) for which the Authorisee is
liable or which is attributable to the Authorisee and, in turn, the Persons claiming
through or under the Authorisee.
Section 13.2 Indemnification
(a) Without prejudice to and in addition to the indemnification provisions elsewhere
in this Agreement, the Authorisee agrees to indemnify and hold harmless the
Grantor and its officers, employees, agents, trustees and consultants (each a
“Grantor Indemnified Party”) promptly upon demand at any time and from
time to time, from and against any and all losses, claims, demands, damages,
liabilities, costs, penalties, litigation, proceedings (including reasonable attorneys'
fees and disbursements) and expenses of any nature whatsoever (collectively,
“Losses”) to which the Grantor Indemnified Party may become subject, insofar
as such Losses arise out of, in any way relate to, or result from (i) any mis-
statement or any breach of any representation or warranty made by Authorisee or
(ii) the failure by Authorisee to fulfill any agreement, covenant or condition

Volume IV
Draft Authorisation
Bidder
63
contained in this Agreement, including without limitation the breach of any terms
and conditions of this Agreement by any employee or agent of the Authorisee
Person claiming through or under the Authorisee or (iii) any claim or proceeding
by any Third Party against the Grantor arising out of any act, deed or thing done
or omitted to be done by Authorisee or (iv) as a result of failure on the part of the
Authorisee to perform any of its obligations under this Agreement or on the
Authorisee committing breach of any of the terms and conditions of this
Agreement or (v) on the failure of the Authorisee to perform any of its statutory
duties and/or obligations or as a consequence of any notice, action, suit or
proceedings, given, initiated, filed or commenced by any user of the Project
Facility or the Authorisee’s Contactors or employees or any Third Party or
Government Authority or (vi) as a result of any failure or negligence or default of
the Authorisee or its Contractor(s), sub-contractor(s), or employees, servants,
agents of such Contractor(s) and/or sub-contractor(s) and/or invitees as the case
may be, in connection with or arising out of this Agreement and/or arising out of
or, in connection with the Authorisee’s use and occupation of Project Site and/or
construction, operation and maintenance of the Project.
For the avoidance of doubt, indemnification of Losses pursuant to this Article 13
shall be made in an amount or amounts sufficient to restore each Grantor
Indemnified Party to the financial position it would have been in had the Losses
not occurred.
(b) Without limiting the generality of sub-section (a) of this Section 13.2,
(i) the Authorisee shall fully indemnify and defend the Grantor Indemnified
Party from and against any and all Losses arising out of or with respect to
(1) failure of the Authorisee and the Persons claiming through or under
the Authorisee to comply with Applicable Laws and Applicable Permits,
(2) payments of Taxes relating to the Authorisee and the Persons
claiming through or under the Authorisee, including contractors,
suppliers and representatives, including the income or other taxes
required to be paid by the Authorisee/such Persons without
reimbursement hereunder, or (3) non-payment of amounts due as a result
of materials or services rendered/ provided to the Authorisee or any
Person claiming through or under the Authorisee, which are payable by
the Authorisee or such Person.
(ii) the Authorisee shall fully indemnify, and defend the Grantor Indemnified
Party harmless from and against any and all Losses which the Grantor
Indemnified Party may hereafter suffer or pay by reason of any demands,
claims, suits or proceedings arising out of claims of infringement of any
domestic or foreign patent rights, copyrights or other intellectual
property, proprietary or confidentiality rights with respect to any
materials, information, design or process used by the Authorisee or by the
Persons claiming through or under the Authorisee in performing the
Authorisee’s obligations or in any way incorporated in or related to the
Project. If in any such suit, claim or proceedings, a temporary restraint
order or preliminary injunction is granted, the Authorisee shall make
every reasonable effort, by giving a satisfactory bond or otherwise, to

Volume IV
Draft Authorisation
Bidder
64
secure the suspension of the injunction or restraint order. If, in any such
suit claim or proceedings, the Project, or any part, thereof or comprised
therein is held to constitute an infringement and its use is permanently
enjoined, the Authorisee shall promptly make every reasonable effort to
secure for Grantor Indemnified Party, a Authorisation, at no cost to
Grantor Indemnified Party, authorising continued use of the infringing
work. If the Authorisee is unable to secure such Authorisation within a
reasonable time, the Authorisee shall, at its own expense and without
impairing the Specifications and Standards either replace the affected
work, or part, or process thereof with non-infringing work or parts or
process, or modify the same so that it becomes non-infringing.
(iii) the Authorisee shall further indemnify, defend and hold harmless the
Grantor Indemnified Party from any and all Third Party claims for loss
of or physical damage to property or for death or injury and against all
Losses for personal injury and for damage to or loss of any property
arising out of or in any way connected with the Authorisee’s performance
of this Agreement or arising out of any act or omission of the Authorisee,
and in turn of the Persons claiming through or under the Authorisee.
(c) Any payment made under this Agreement pursuant to an indemnity or claim for
breach of any provision of this Agreement shall be net of applicable Taxes.
Section 13.3 Indirect or Consequential Losses
Notwithstanding anything to the contrary contained in this Agreement, in no event shall any
Party, its officers, employees or agents be liable to the other Party for any matter arising out of
or in connection with this Agreement in respect of any indirect or consequential loss,
including loss of profit, suffered by such other Party.
Section 13.4 Business Risks
Except as expressly provided in this Agreement, the Authorisee shall carry out and perform
its rights and obligations under this Agreement and the other Transaction Documents at its
own cost and risk. The Authorisee shall be fully responsible for and shall bear the financial,
commercial and business risks in relation to the Project and all its rights and obligations under
or pursuant to this Agreement and the other Transaction Documents.

Volume IV
Draft Authorisation
Bidder
65
ARTICLE 14 FORCE MAJEURE
Section 14.1 Force Majeure Event
Section 14.1.1 Force Majeure Event Defined
Force Majeure Event shall mean any event or circumstance or a
combination of events and circumstances (occurring in India) set out hereunder or
the consequence(s) thereof which affect or prevent the Party (Grantor or Authorisee)
claiming Force Majeure ("Affected Party") from performing its obligations in whole or
in part under this Agreement and which event or circumstance which is (a) is beyond
the reasonable control of the Affected Party, (b) such party could not have
prevented or reasonably overcome with the exercise of due diligence,
reasonable efforts, skill and care, (c) does not result from the negligence of such party
or the failure of such party to perform its obligations hereunder, (d) is of an
incapacitating nature and prevents or causes a delay or impediment in performance that
has Material Adverse Effect and (e) is all or any of the following circumstances:
(a) Acts of God or natural disasters beyond the reasonable control of the Affected
Party which could not reasonably have been expected to occur, including but
not limited to storm, cyclone, typhoon, hurricane, flood, landslide,
drought, lightning, earthquakes, volcanic eruption, fire or exceptionally
adverse weather conditions affecting the implementation of the Project.
(b) Radioactive contamination, ionizing radiation.
(c) Epidemic, famine.
(d) An act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy, blockade, embargo, revolution, riot, insurrection, terrorist
or military action, nuclear blast I explosion, sabotage or civil commotion.
(e) Any judgment or order of any court of competent jurisdiction or statutory authority
in India made against the Authorisee in any proceedings (which are non collusive
and duly prosecuted by the Authorisee) for reasons other than failure of the
Authorisee or of any Person claiming through or under it to comply with any
Applicable Law or terms of Applicable Permits or on account of breach thereof, or
of any contract, or enforcement of this Agreement or exercise of any of its rights
under this Agreement by Grantor.
(f) Any event or circumstances of a nature analogous to any of the foregoing.

Volume IV
Draft Authorisation
Bidder
66
Section 14.1.2 Exceptions to Force Majeure
For the Grantor
The Grantor will not have the right to consider any of the following circumstances to be
an event of Force Majeure that would suspend the performance or excuse the non-
performance of its obligations under this Agreement
(i) the expropriation, confiscation or nationalization of the Project/Project
Facilities/Project Assets by the Grantor or any other Government Authorities;
For the Authorisee
The Authorisee and/or persons claiming through or under it will not have the right to
consider any of the following circumstances to be an event of Force Majeure that would
suspend the performance or excuse the nonperformance of its obligations under this
Agreement:
(i) late delivery of any equipment or materials where such delivery is not
attributable to Force Majeure events mentioned in section 14.1.1;
(ii) breakdown or ordinary wear and tear of materials, equipment machinery or
parts relating to the Project Facilities;
(iii) delays in performance by the contractors or sub-contractors or employees,
agents and representatives of the Authorisee
(iv) economic hardship including insufficiency of funds; or
(v) general economic slowdown.
Section 14.2 Notice of Force Majeure Event
(c) The Affected Party shall give notice to the other Party in writing of the occurrence of
any of the Force Majeure Event ("the Notice") as soon as the same arises or as soon
as reasonably practicable and in any event within 7 (seven) days after the Affected
Party knew, or ought reasonably to have known, of its occurrence and the adverse
effect it has or is likely to have on the performance of its obligations under this
Agreement.

Volume IV
Draft Authorisation
Bidder
67
(d) The Notice shall inter-alia include full particulars of:
(i) the nature, time of occurrence and extent of the Force Majeure Event
with evidence in respect thereof;
(ii) the duration or estimated duration and the effect or probable effect
which such Force Majeure Event has or will have on the Affected
Party's ability to perform its obligations or any of them under this
Agreement;
(iii) the measures which the Affected Party has taken or proposes to take, to
alleviate the impact of the Force Majeure Event or to mitigate the damages;
and
(iv) any other relevant information.
(e) So long as the Affected Party continues to claim to be affected by a Force
Majeure Event, it shall provide the other Party with periodic
(fortnightly/monthly) written reports containing the information called for under
Section 14.2 (b) and such other information as the other Party may reasonably
request.
Section 14.3 Period of Force Majeure
Period of Force Majeure shall mean the period from the time of occurrence
specified in the notice given by the Affected Party in respect of the Force Majeure
Event until the earlier of:
(a) expiry of the period during which the Affected Party is excused from
performance of its obligations in accordance with Article 14.4 ; or
(b) termination of this Agreement pursuant to Article 14.7 hereof.
.Section 14. 4 Performance Excused
The Affected Party, to the extent rendered unable to perform its obligations or part thereof
under this Agreement as a consequence of the Force Majeure Event shall be excused from
performance of the obligations provided that the excuse from performance shall be of no
greater scope and of no longer duration than is reasonably warranted by the Force
Majeure Event. Provided further, nothing contained herein shall absolve the Affected
Party from any payment obligations accrued prior to the occurrence of the underlying
Force Majeure Event.

Volume IV
Draft Authorisation
Bidder
68
Section 14.5 Resumption of Performance
During the Period of Force Majeure, the Affected Party shall in consultation with the
other Party, make all reasonable efforts to limit or mitigate the effects of the Force
Majeure Event on the performance of its obligations under this Agreement. The Affected
Party shall also make efforts to resume performance of its obligations under this
Agreement as soon as possible and upon resumption shall notify the other Party of the
same in writing. The other Party shall extend all reasonable assistance to the Affected
Party in this regard.
Section 14.6 Costs, Revised Timetable
(a) Costs
The Authorisee shall bear its costs, if any, incurred as a consequence of the Force
Majeure Event.
(b) Extension of Time/ Period
The Affected Party shall be granted by the other Party, extension of time
specified in this Agreement for the performance of any obligation by such
period not exceeding the period during which the relative performance was
affected by the Force Majeure Event.
Section 14.7 Termination Due to Force Majeure Event
If the Period of Force Majeure continues or is in the reasonable judgment of
the Parties is likely to continue beyond a period of 180 days, the Parties may
mutually decide to continue this Agreement or terminate this Agreement on
mutually agreed revised terms. lithe Parties are unable to reach an agreement
in this regard, any of the party shall after the expiry of the said period of 180
days, be entitled to terminate the Agreement under the provisions of Article
16 shall, to the extent expressly made applicable, apply.

Volume IV
Draft Authorisation
Bidder
69
ARTICLE 15 EVENTS OF DEFAULT
Section 15.1 Events of Default
Event of Default means the Authorisee Event of Default or the Grantor Event of Default
or both as the context may admit or require.
(a) Authorisee Event of Default
The Authorisee Event of Default means any of the following events unless such an event
has occurred as a consequence of the Grantor’s Event of Default or a Force Majeure
Event:
(i) the Authorisee’s repudiation or failure to perform or discharge any of its
obligations in accordance with the provisions of this Agreement.
(ii) the Authorisee’s failure to perform or discharge any of its obligations
under any other Transaction Documents, which has or is likely to have a
Material Adverse Effect.
(iii) any representation made or warranties given by the Authorisee/
Developer under this Agreement are found to be false or misleading.
(iv) the Authorisee passing a resolution for voluntary winding up.
(v) appointment of a provisional liquidator, administrator, trustee or receiver
of the whole or substantially whole of the undertaking of the Authorisee
by a court of competent jurisdiction in proceedings for winding up or
any other legal proceedings.
(vi) levy of an execution or distraint on the Authorisee’s Assets which has or
is likely to have Material Adverse Effect and such execution or distraint
remaining in force for a period exceeding 30 days or any authority,
regulatory body , court , tribunal or judicial authority passing or issuing
any order or direction against the Authorisee which would have an or
likely to have an Material Adverse Effect on the project or the ability of
the Authorisee to comply with or discharge the obligations and
responsibilities under this Agreement. .
(vii) amalgamation of the Authorisee with any other company or
reconstruction or transfer of the whole or part of the Authorisee’s
undertaking (other than transfer of assets in the ordinary course of
business) without the Grantor’s prior written approval, provided, if the
amalgamated entity, reconstructed entity or the transferee as the case
may be, has the financial and technical ability demonstrated to the
satisfaction of the Grantor, to undertake, perform/discharge the
obligations of the Authorisee under this Agreement, necessary approval
shall be granted by the Grantor.

Volume IV
Draft Authorisation
Bidder
70
(viii) the Authorisee engaging or knowingly allowing any of its employees,
agents, Contractor or representative to engage in any activity prohibited
by law or which constitutes a breach of or an offence under any law, in
the course of any activity undertaken pursuant to this Agreement.
(ix) the Authorisee repudiates this Agreement or otherwise takes any action
or evinces or conveys an intention not to be bound by this Agreement.
(x) the Authorisee has not rectified the default in payment as per the clause
8.3.3 of this Agreement .
(xi) the Authorisee is adjudged bankrupt or insolvent
(xii) the whole of the Project Facility or any part of Project Facility remains
closed / un-operational for an aggregate period exceeding “one hundred
and twenty ” days in a year (except for reasons on account of force
majeure or Grantors event of default).
(xiii) the Authorisee is in the breach or non compliance of any terms and
conditions of the Land Lease Deed to be executed / executed between
the Grantor and Authorisee in pursuance of the provisions of this
agreement
(xiv) the Authorisee committing any breach or non compliance of any of the
terms and conditions of the financing document executed between the
Authorisee and if all or any of the Lender(s) have recalled their
outstanding dues and in pursuance thereto have initiated the exercise of
their right to enforce the security interest created in their favour under
the financing documents, as permitted by this agreement, on the Project
Assets and / or the rights and interest under this agreement.
(xv) such events as have been specified as Authorisee Events of Default
under the provisions of this Agreement.
(xvi) In the event of refusal of Statuary approvals such as Land conversion,
Municipal approval, fire safety etc., and the Authorisee is unable to
proceed with the Implementation/ Development of the project and
Authorisee makes a request to Grantor for termination, the Authorization
agreement will automatically gets terminated within seven days of such
request of Authorisee and the performance security shall be released to
the Authorisee duly adjusting premiums due till the date of termination.
(b) Grantor Event of Default
(i) The Grantor’s repudiation or failure to perform or discharge any of its
obligations in accordance with the provisions of this Agreement that has a
Material Adverse Effect unless such failure has occurred as a consequence of
an Authorisee Event of Default or a Force Majeure Event;

Volume IV
Draft Authorisation
Bidder
71
(ii) any representation made or warranties given by the Grantor under this
Agreement is found to be false or misleading; any defect in the Grantor’s
title, ownership and possession of the site.
(iii) expropriation or compulsory acquisition by any Government Authority of the
Project/Project Assets or part thereof or any material assets or rights of the
Authorisee; provided the same has not resulted from an act or default of the
Authorisee; Road widening programmes and other related acquisitions by the
statutory bodies shall be excluded from this clause.
(iv) In the event of any legal dispute arises out of the title deeds with the Private
parties or with the Government or Government intends take over and notices
are issued or approvals rejected on such grounds etc., and the Authorisee is
unable to proceed with the Implementation/ Development of the project it
should not be treated Granter event of default. In such situation the
Authorization agreement will automatically gets terminated and the Amounts
paid by the Authorisee shall be refunded without interest and the
performance security shall be released to the Authorisee.
Section 15.2 Parties Rights
(a) Upon the occurrence of the Authorisee Event of Default, the Grantor shall
without prejudice to any other rights and remedies available to it under this
Agreement be entitled to Terminate this Agreement.
(b) Upon the occurrence of the Grantor Event of Default, the Authorisee shall
without prejudice to any other rights and remedies available to it under this
Agreement be entitled to Terminate this Agreement:
Provided that before proceeding to Terminate this Agreement, the Party entitled
to do so shall (i) in terms of Clause 18.3 provide an opportunity to the other party
to state its position and give explanation in the matter, (ii) give due consideration
and shall have due regard to the nature of the underlying Event of Default, its
implication on the performance of the respective obligations of Parties under this
Agreement and the circumstances in which the same has occurred.
Section 15.3 Consultation Notice
Either Party exercising its right under Section 15.2, shall issue to the other Party a notice
in writing specifying in reasonable detail the underlying Event of Default(s) and
proposing consultation amongst the Parties and the Lenders to consider possible measures
of curing or otherwise dealing with the underlying Event of Default (the “Consultation
Notice”).

Volume IV
Draft Authorisation
Bidder
72
Section 15.4 Remedial Process
Following the issue of Consultation Notice by either Party, within a period not exceeding
90 days or such extended period as they may agree (the “Remedial Period”) the Parties
shall, endeavor to arrive at an agreement as to the manner of rectifying or remedying the
underlying Event of Default. Without prejudice to this, if the underlying event is an
Authorisee Event of Default, with the prior approval of the Grantor and in consultation
with the Lenders, the Authorisee shall endeavour to arrive at an agreement as to one or
more of the following measures and/or such other measures as may be considered
appropriate by them in the attendant circumstances;
(a) the change of management or control/ownership of the Authorisee;
(b) the replacement of the Authorisee by a new Authorisee (“Substitute Entity”) on
terms no less favourable than those contained in this Agreement, proposed by
either of them or the Lenders and the specific terms and conditions of such
replacement which shall include:
(i) the criteria for selection of the Substitute Entity,
(ii) the transfer of rights and obligations of the Authorisee surviving under this
Agreement to the Substitute Entity,
(iii) handing over/ transfer of the Project Assets and the Project to the
Substitute Entity,
(iv) assumption by the Substitute Entity of the outstanding obligations of the
Authorisee under the Financing Documents and preserving Lenders’
charge on the Authorisee’s assets ,
(v) assumption by Substitute Entity of any amounts due to the Grantor from
the Authorisee under this Agreement.
Section 15.5 Obligations during Remedial Period
During the Remedial Period, the Parties shall continue to perform their respective obligations
under this Agreement which can be performed, failing which the Party in breach shall
compensate the other Party for any loss or damage caused or suffered on account of the
underlying failure/breach.
Section 15.6 Revocation of Consultation Notice
If during the Remedial Period the underlying Event of Default is cured/ waived to the extent
expressly applicable in the Agreement, totally or partially by the Grantor under Clause 15.4 or
any clause of the agreement, the Consultation Notice issued by Authorisee is deemed to be
withdrawn by the Authorisee and the Authorisee has to take further remedial measures at his
own cost. If no action is taken by the Grantor nor replied to Consultation notice then only the
notice issued by the Authorisee is valid and Agreement can be terminated under the
provisions of Article - 16.

Volume IV
Draft Authorisation
Bidder
73
If the Consultation notice is issued by the Grantor for events of defaults of Authorisee and the
Authorisee fails to take remedy measures or fails to comply the Agreement conditions,
Grantor shall have right to terminate the Agreement under provisions of Article-16
Section 15.8 Step-in-rights
The Authorisee agrees that the Grantor shall be entitled to operate the Project Facility on the
occurrence of an Authorisee Event of Default. In the event of an Authorisee Event of Default,
the Grantor may (but shall not be obliged to) operate, or procure and cause operation of the
Project Facility upon the issue of the Termination Notice.

Volume IV
Draft Authorisation
Bidder
74
ARTICLE 16 TERMINATIONS AND EXPIRY OF AUTHORISATION
Section 16.1 Termination Procedure
The Party entitled to Terminate this Agreement either on account of a Force Majeure
Event or on account of an Event of Default shall do so by issue of a notice in writing
(“Termination Notice”) to the other Party and simultaneously deliver a copy thereof to
the Lenders. The Termination Notice period shall not be more than 60 (sixty) days,
(“Termination Period”) and at the expiry of the Termination Period, this Agreement
shall stand terminated.
Section 16.2 Obligations During Termination Period
During Termination Period, the Parties shall subject to the provisions of Article 15
wherever applicable, continue to perform such of their respective obligations under this
Agreement which are capable of being performed with the object, as far as possible, of
ensuring continued availability of the Project to the users, failing which the Party in
breach shall compensate the other Party for any loss or damage occasioned or suffered on
account of the underlying failure/breach.
Section 16.3 Condition Survey
(a) The Authorisee agrees that six months prior to the expiry of the Authorisation
Period by efflux of time or on the service of a Termination Notice, as the case
may be, it shall conduct or cause to be conducted by the mutually accepted Third
Party Expert under the Grantor’s supervision, a condition survey of the Project
and the Project Assets to ascertain the condition thereof, verifying compliance
with the Authorisee’s obligations under this Agreement and to prepare an
inventory of the assets comprised in the Project.
(b) If, as a result of the condition survey, the Grantor shall observe/notice that the
Project Assets and/or the Project or any part thereof have/has not been operated
and maintained in accordance with the requirements therefore under this
Agreement (normal wear and tear excepted) the Authorisee shall, at its cost and
expenses, take all necessary steps to put the same in good working conditions
well before the Transfer Date.
(c) In the event the Authorisee fails to comply with the provisions of this
Agreement, the Grantor may itself cause the condition survey and inventory of
Project Assets and the Project to be conducted. The Grantor shall be
compensated by the Authorisee for any costs incurred in conducting such survey
and preparation of inventory as also in putting the Project and the Project Assets
in good working condition.
Section 16.4 Consequences of Termination/ Expiry of Authorisation Period
Without prejudice to any other consequences or requirements under this
Agreement or under any law, the following consequences shall follow upon
expiry of the Authorisation Period by efflux of time or due to a Force Majeure
Event or an Event of Default.

Volume IV
Draft Authorisation
Bidder
75
(a) Transfer of Assets
(i) On the Transfer Date, the Authorisee shall subject to the provisions of this
Agreement:
a. transfer, assign and deliver to the Grantor or its nominated agency, free and clear
of any Encumbrances, the vacant and peaceful possession of the Project, Project
Assets and the Site along with the buildings, facilities and structures constructed
on, over, at or under it and its right, and interest in and to the Project the Project
Assets.
b. transfer all its rights and interest in or over the tangible assets comprised in the
Project (including movable assets which the Grantor agrees to take over) to the
Grantor or its nominated agency and execute such deeds and documents as may
be necessary for the purpose and complete all legal or other formalities required
in this regard.
c. hand over to the Grantor or its nominated agency all documents including as
building drawings, manuals, designs, documents, information and records
relating to the Project and the Project Assets.
d. to the extent possible assign to the Grantor or its nominated agency at the time of
transfer all unexpired guarantees and warranties by Subcontractors and suppliers
and all insurance policies.
e. at its cost remove from the Site all such moveable assets which are not taken over
by or transferred/assigned to the Grantor or its nominated agency. In the event the
Authorisee fails to remove such objects within the stipulated time, the Grantor or
its nominated agency may remove and transport or cause removal, transportation
and storage of such objects, after giving the Authorisee notice of its intention to
do so to a suitable location for safe storage. The Authorisee shall be liable to bear
the reasonable cost and the risk of such removal, transportation and storage.
f. All proceeds of insurance claims shall be handed over to the Grantor or its
nominated agency and the Authorisee or Persons claiming through or under it
shall have no claim thereon or rights thereto.
(iii) The transfer of immovable property comprising the Project and the
Project Assets shall be deemed to be a termination of all leasehold
arrangements or licenses in relation to the Site and all such immovable
property shall automatically revert to the Grantor or its nominated
agency. The movable property comprising the Project and the Project
Assets shall be deemed to be transferred by delivery and possession.
(iii) The APSRTC and the Authorisee shall at least 6 (six) months prior to the expiry
of the Authorisation Period or upon commencement of Termination Period, as
the case may be, promptly agree upon the modalities and take all necessary steps
to complete the aforesaid process of transfer of assets on the Transfer Date.
During this period, the designated key personnel of the APSRTC shall be

Volume IV
Draft Authorisation
Bidder
76
associated with the operations of the Project in order to facilitate smooth
takeover of the same by the APSRTC on the Transfer Date.
(iv) It is clarified that only the assets of the Authorisee shall be taken over and not
the liabilities, including without limitation liabilities relating to labour and
personnel related obligations of the Authorisee and the Persons claiming through
or under the Authorisee shall be taken over by the APSRTC. All such labour and
employees shall be the responsibility of the Authorisee/such Persons even after
the expiry of the Authorisation Period and they shall have no claim to any type
of employment or compensation from APSRTC.
(v) On the Transfer Date the Project and the Project Assets shall be in fair condition,
subject to normal wear and tear, having regard for the nature of the asset, the
construction and life of the facilities, constructions, structures etc.
(vi) All contracts, agreements, arrangement’s etc entered into by the Authorisee with
its suppliers, service providers, O&M contract’s including sub-lease of any built-
up area or space in the Project Site, shall also be liable to be terminated forthwith
along with the termination of this agreement at the sole option and discretion of
the Grantor and if so required by the Grantor all monies due and receivable under
such agreement shall be recovered and deposited in the relevant Bank Account
pending final settlement with the Authorisee .
(vii) If on the Transfer Date, any Person is found to be occupying the Site or any part
thereof, other than in respect of the Site/Plot/built up area/unit that has been sub-
leased under the Sub-Lease Deeds and the sub-leases/licenses pursuant thereto,
the duration of which have been extended by the APSRTC upon such
expiration/prior termination of this Agreement, as provided herein, it shall be
lawful for the APSRTC to secure summary eviction of such Person in
accordance with the Applicable Laws.
(b) Project Contracts
The Authorisee shall at the cost of the Grantor transfer/assign such of the Project
Contracts, which the Grantor may require to be transferred in its favour subject
to the counter parties to such contracts consenting to such transfer/ assignment.
The Authorisee shall entirely at its cost, terminate all such Project Contracts
which are not transferred/assigned to the Grantor provided, if the termination is
on account of the Grantor Event of Default the Grantor shall compensate the
Authorisee to the extent of the termination payments, if any, made or to be made
by the Authorisee to the counter parties to such contracts.
(c) Applicable Permits
The Authorisee shall, at its cost, transfer to the Grantor all such Applicable
Permits which the Grantor may require and which can be legally transferred.
Provided if the termination is on account of Grantor Event of Default the cost of
such transfer shall be borne/ reimbursed by the Grantor.

Volume IV
Draft Authorisation
Bidder
77
(d) Guarantees
The Grantor shall be entitled to encash any subsisting bank guarantee(s) provided
by the Authorisee, if the termination is on account of an Authorisee Event of
Default.
(e) Transfer of Risk
Until the Transfer Date, all risks shall lie with the Authorisee for loss of or
damage to the whole or any part of the Project and the Project Assets unless the
loss or damage is due to an act or omission of the Grantor in contravention of its
obligations under this Agreement. On and from the Transfer Date all risks in
relation to the Project and the Project Assets shall be deemed to lie with the
Grantor
Section 16.5 Vesting Certificate
(a) On the Transfer Date the Grantor/Expert shall verify, in the presence of the
Authorisee or of a representative of the Authorisee, compliance by the Authorisee
with the requirements of Section 16.4 above. In the event the Grantor/Expert
notifies the Authorisee of shortcomings, if any, in the Authorisee’s compliance
with such requirements, the Authorisee shall forthwith cure the same.
(b) The Divestment of all rights and interest in the Project and Project Assets shall be
deemed to be complete on the Transfer Date but no later than 30 (thirty) days
thereafter, by when all the requirements of Section 16.5 above shall be fulfilled.
The Expert shall on such date issue a certificate substantially in the form set forth
in Appendix-11 (the “Vesting Certificate”), with a copy thereof endorsed to the
Grantor, which shall have the effect of constituting evidence of divestment by the
Authorisee of all of its rights and interest in the Project and the vesting thereof in
the Grantor or its nominee, as the case may be, pursuant hereto.
Section 16.6 Compensation on Termination
Section 16.6.1 Termination Due to Force Majeure Event or an Event of Default
(a) In the event of Termination of this Agreement/Authorisation due to Force
Majeure Event or an Event of Default, the Grantor shall, upon transfer of the
Project, Project Assets and the Site by the Authorisee to the Grantor or its
nominated agency in accordance with the provisions hereof, pay to the
Authorisee the following termination payments:
I. No Termination payments shall be payable to the Authorisee in the event
of Termination of this Agreement due to an Authorisee Event of Default
(by the Grantor) or a Non Political Force Majeure Event (by the Grantor
and/or the Authorisee).

Volume IV
Draft Authorisation
Bidder
78
II. Upon Termination of this Agreement due to (i) an Authorisee Event of
Default, Grantor shall retain the payments made till the date of
termination including Project Development Fee, Upfront Authorisation
Premium, Annual Premium, Advance Annual Premium and,
Performance Security as damages; (ii) a Non-Political Force Majeure
Event, the Grantor shall retain the payments made till the date of
termination including Project Development Fee, total Upfront
Authorisation Premium, Annual Premium and shall return/refund the
Bank Guarantee towards the Performance Security and Advance Annual
Premium to the Preferred Bidder; provided there are no outstanding
claims of the Grantor on the Preferred Bidder/Authorisee.
III. Upon Termination by the Authorisee due to a Grantor Event of Default
(EOD) (by the Authorisee) or upon termination due to a Political Force
Majeure Event (by the Grantor and/or the Authorisee), compensation
payable by the Grantor to the Authorisee shall be the amount determined
as follows:
The aggregate Depreciated Historic Cost (DHC), as determined by an Third
Party Expert; appointed by mutual consent (a) the tangible assets
forming part of, fixed or attached to the ground created, installed or
provided by the Authorisee and comprised in the Project Facility, which
in the reasonable judgment of the said Expert are capable of being put to
use/utilized by the Grantor and (b) the moveable assets which the
Grantor agrees to take over LESS any amount due to the Grantor from
the Authorisee under this Agreement and the insurance claims claimed
or received.
IV. Provided that the compensation shall in no event include the value of the
portion of any asset affected by Political Force Majeure Event or Grantor
EOD, to the extent of the insurance claim received or admitted in relation
to such Event.
V. Upon termination of this Agreement due to (i) Grantor Event of Default
or Political Force Majeure Event, the GRANTOR shall only
return/refund the Performance Security to the Preferred Bidder; provided
there are no outstanding claims of the Grantor on the Preferred
Bidder/Authorisee.
(b) Nothing herein shall prejudice the right of the Grantor to recover from the
Authorisee any amounts due and payable to it by the Authorisee hereunder.
(c) Notwithstanding anything to the contrary contained in this Agreement, any
Termination pursuant to the provisions of this Agreement shall be without
prejudice to accrued rights of a Party, including its right to claim and recover
money damages and other rights and remedies which it may have in law or
contract. All rights and obligations of a Party under this Agreement, including
without limitation termination payment, shall survive the termination of this
Agreement to the extent such survival is necessary for giving effect to such rights
and obligations.

Volume IV
Draft Authorisation
Bidder
79
ARTILCE 17 DISPUTE RESOLUTIONS
Section 17.1 Resolution Process
If any dispute or difference or claims of any kind arises between the Grantor and the
Authorisee in connection with construction, interpretation or application of any terms
and conditions or any matter or thing in any way connected with or in connection
with or arising out of this Agreement, or the rights, duties or liabilities of any Party
under this Agreement, whether before or after the Termination of this Agreement,
then the
(a) Parties shall meet together promptly, at the request of any Party, in an effort
to resolve such dispute, difference or claim by discussion between them,
failing which,
(b) Per-se the courts of Hyderabad & Secunderabad only shall have the
jurisdiction to decide.

Volume IV
Draft Authorisation
Bidder
80
ARTICLE 18 MISCELLANEOUS PROVISIONS
Section 18.1 Governing Law and Jurisdiction
This Agreement shall be construed and interpreted in accordance with and governed by the
laws of India and the courts at Hyderabad & Secunderabad shall have jurisdiction over all
matters arising out of or relating to this Agreement.
Section 18.2 Waiver & Remedies
(a) The waiver by either Party, including conditional or partial waiver, of any default
by the other Party in the observance and performance of any provision of or
obligations or under this Agreement:
(i) shall not operate or be construed as a waiver of any other or subsequent
default hereof or of other provisions or obligations under this Agreement;
(ii) shall not be effective unless it is in writing and executed by a duly
authorized representative of such Party; and
(iii) shall not affect the validity or enforceability of this Agreement in any
manner.
(b) No failure on the part of any Party to exercise, and no delay in exercising, any
right, power, obligation or privilege hereunder or time or indulgence granted by a
Party to the other Party shall operate or be treated or deemed as a waiver thereof
or a consent thereto or the acceptance of any variation or relinquishment of any
such right hereunder; nor shall any single or partial exercise of any such right,
power or privilege preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The remedies herein provided are
cumulative and not exclusive of any remedies provided by the Applicable Laws.
(c) Neither the failure by either Party to insist on any occasion upon the
performance of the terms, conditions and provisions of this Agreement or any
obligation there under nor time or other indulgence granted by a Party to the
other Party shall be treated or deemed as waiver of such breach or acceptance
of any variation or the relinquishment of any such right hereunder.
Section 18.3 Survival
The Termination/expiry of this Agreement:
(a) shall not relieve either Party of any obligations hereunder which expressly or by
implication survive Termination/expiry hereof, and
(b) except as otherwise provided in any provision of this Agreement expressly
limiting the liability of either Party, shall not relieve either Party of any
obligations or liabilities for loss or damage to the other Party arising out of or

Volume IV
Draft Authorisation
Bidder
81
caused by acts or omissions of such Party prior to the effectiveness of such
Termination/Expiry or arising out of such Termination/Expiry.
Section 18.4 Entire Agreements and Amendments
(a) This Agreement constitutes the complete, exclusive and entire statement of the
terms of the agreement between the Parties on the subject hereof and supersedes
all previous agreements or arrangements between the Parties, including any
memoranda of understanding entered into in respect of the contents hereof.
(b) No amendment or modification or waiver of any provision of this Agreement, nor
consent to any departure by any of the Parties there from, shall in any event be
valid and effective unless the same is in writing and signed by the Parties or their
duly authorised representative especially empowered in this behalf and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given.
Section 18.5 Mode of Delivery of Notices
Unless otherwise stated, notices to be given under this Agreement including but not limited to
a notice of waiver of any term, breach of any term of this Agreement and termination of this
Agreement, shall be in writing and shall be given by hand delivery, recognized courier, mail,
telex or facsimile transmission and delivered or transmitted to the Parties at their respective
addresses set forth below:
If to Grantor:
Director (Central Projects),
APSRTC,
First Floor, Bus Bhavan,
Musheerabad, HYDERABAD – 500020.
If to Authorisee:
---------------------------
---------------------------
---------------------------
---------------------------
Or such address, telex number, or facsimile number as may be duly notified by the
respective Parties from time to time, and shall be deemed to have been made or delivered
(i) in the case of any communication made by letter, when delivered by hand, by
recognized courier or by mail (registered, return receipt requested) at that address and (ii)
in the case of any communication made by telex or facsimile, when transmitted properly
addressed to such telex number or facsimile number.
In case any Party changes its address, communication numbers, or directed attention as
set forth above, it shall notify the other Party in writing prior to the adoption thereof.

Volume IV
Draft Authorisation
Bidder
82
Section 18.6 Severability
(a) If for any reason whatever any provision of this Agreement is or becomes invalid,
illegal or unenforceable or is declared by any court of competent jurisdiction or
any other instrumentality to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not prejudice or affect the remaining
provisions of this Agreement which shall continue in full force and effect.
(b) The Parties will negotiate in good faith with a view to agreeing upon one or more
provisions, which may be substituted, as nearly as is practicable, to such invalid,
illegal and unenforceable provision. Provided failure to agree upon any such
provisions shall not be subject to the Dispute Resolution Procedure under this
Agreement or otherwise.
Section 18.7 No Partnership
Nothing contained in this Agreement shall be construed to create an association, trust,
partnership, agency or joint venture among the Parties and Parties shall be liable to perform
their respective duties and discharge their respective liabilities or obligations in accordance
with the Provisions of this Agreement.
Section 18.8 Language
The language of this Agreement is English. All notices, correspondence, Project Contracts,
documentation, Designs and Drawings, DPR, design data, test reports, certificates,
specifications and standards and information in respect of this Agreement, under or in
connection with this Agreement shall be in the English language. All other written and printed
matter, communications, documentation, proceedings and notices etc. pursuant or relevant to
this Agreement shall be in the English language.
Section 18.9 Exclusion of Implied Warranties etc.
This Agreement expressly excludes any warranty, condition or other undertaking implied at
law or by custom or otherwise arising out of any other agreement between the Parties or any
representation by any Party not contained in a binding legal agreement executed by the
Parties.
Section 18.10 Counterparts
This Agreement may be executed in any number of originals or counterparts, each in the like
form and all of which when taken together shall constitute one and the same document.

Volume IV
Draft Authorisation
Bidder
83
Section 18.11 Further Assurances
At all times after the date hereof the Parties shall execute all such documents and do such
acts, deeds and things as may reasonably be required for the purpose of giving full effect
to this Agreement.
Section 18.12 Regulatory Framework for Infrastructure Projects
Without prejudice to the rights and obligations of the Parties under this Agreement, if a
regulatory framework for the grant, implementation and supervision of authorisation related
to infrastructure projects is introduced by GoI or GoAP, the Parties shall consult in good faith
and to agree to such amendments to this Agreement, as may be reasonably necessary to take
account of such regulatory framework but so that the rights of the Authorisee hereunder are
not adversely affected or additional material liabilities imposed.
Section 18.13 Rights of Parties during road widening
The Grantor shall be entitled to receive the monetary compensation, if any paid by the
authorities during Road Widening programmes. The Authorisee shall enjoy the benefit
accrued if any in the form of additional built up space subject to the Clause No. 5.2.3 of this
agreement. The cost of restoration of the structures shall be borne by the Authorisee. The
Authorisee shall not be entitled for any claim /compensation with regard to area (if any)
affected under road widening.
Section 18.14 Remedies Cumulative
The exercise of right by either Party to terminate this Agreement, as provided herein,
shall not preclude, such Party from availing any other rights or remedies that may be
available to it under law. All remedies available to the Parties shall be cumulative and the
exercise or failure thereof of one or more remedies by any Party shall not limit or
preclude the exercise of or constitute a waiver of any other remedies by such Party.
Section 18.15 Intellectual Property Rights and Confidentiality
(a) Intellectual Property Rights
(i) The Authorisee accepts and agrees that the Grantor shall be the absolute and
exclusive owner and proprietor of the all details, plans, specifications,
schedules, programs, budget, reports, calculations and other work relating
to the Project hereafter referred to as "Proprietary Material", which
have been or are hereafter written, originated or made by any of the
Authorisee or the Persons claiming through or under it or any of their
respective employees, contractors, consultants or agents in connection
with this Agreement or the design, construction, insurance and financing
of the Project. All Proprietary Material shall be clearly marked as such in
capital letters and in bold face print. The Authorisee shall not either
directly or in-directly uses the trademarks of APSRTC.
(ii) The Grantor shall own all the intellectual property rights in or relating to the
Proprietary Material and all rights, privileges, entitlements, interests,
property and benefits and associated rights whatsoever therein for the full
period in accordance with the Applicable Laws and with all the

Volume IV
Draft Authorisation
Bidder
84
reservations and extensions thereof and together with the exclusive right
of the Grantor to use such information and intellectual property/authorize
the use thereof by Third Parties in India and abroad in any form,
including without limitation the right to reproduce, translate, edit, modify,
distribute, sell or assign such rights, with or without consideration.
(iii) The Grantor shall have the exclusive right to apply for/procure
registration of the intellectual property rights at its cost with relevant
competent authorities in India and abroad.
(iv) The Authorisee and the Grantor hereby grant to each other an irrevocable,
royalty-free, non-exclusive Authorisation to use all proprietary material
owned by any of them or any of their respective employees, contractors,
consultants or agents in connection with this Agreement or the design,
construction, insurance and financing of the Project. Such Authorisation
shall carry the right to use such material for all purposes connected with
the Project; however, it shall not be transferable to any Person other than
to the permitted assignee under this Agreement. Such Authorisation shall
discontinue on the termination or expiry of this Agreement or the
discharge by any Party of its duties hereunder.
(b) Confidentiality
No Party shall, without the prior written consent of the other Party, at any time
divulge or disclose or suffer or permit its servants or agents to divulge or disclose
to any Person or use for any purpose unconnected with the Project any
information which is by its nature or is marked as Proprietary Material or
“confidential”, concerning the other (including any information concerning the
contents of this Agreement) except to its officers, directors, employers, agents,
representatives and professional advisors or as may be required by any law, rule,
regulation or any judicial process; provided, however, that a Party, with the
written consent of the other Party, may issue press releases containing non-
sensitive information in relation to the progress of the Project. This provision
shall not apply to information:
a. already in the public domain, otherwise than by breach of this Agreement;
b. already in the possession of the receiving Party on a lawful basis before it
was received from the other Party in connection with this Agreement and
which was not obtained under any obligation of confidentiality;
c. obtained from a Third Party who is free to divulge the same and which was
not obtained under any obligation of confidentiality;
d. disclosed to the Lenders under terms of confidentiality; or
e. which is required to be disclosed by judicial, administrative or stock
exchange process, any enquiry, investigation, action, suit, proceeding or
claim or otherwise by or under any Applicable Law or by any Government
Authority.

Volume IV
Draft Authorisation
Bidder
85
Section 18.16 Joint Responsibility
In the event that any damage is caused in part only due to the negligence or default or
omission on the part of the Grantor and in part only due to the negligence or default or
omission on the part of the Authorisee, each Party shall be liable to the other Party only
in proportion to its respective degree of negligence or default or omission as the case may
be.
Section 18.17 No Liability for Review
Except to the extent expressly provided in this Agreement,
(a) no review, comment or approval by the Grantor/Government Authorities/ of the DPR,
the Designs and Drawing, the Transaction Documents or the documents submitted by the
Authorisee nor any observation or inspection of the construction, operation or
maintenance of the Project Facility nor the failure to review, approve, comment, observe
or inspect hereunder shall relieve or absolve the Authorisee from its obligations, duties
and liabilities under this Agreement, the Applicable Laws and Applicable Permits; and
(b) the Grantor or any Government Authority or GoAP shall not be liable to the Authorisee
by reason of any review, comment, approval observation or inspection referred in sub-
section (a) above.
(c) In no event APSRTC, or its successor would be vicariously liable during authorization
period.
Section 18.18 Change in Law
In the event of a Change in Law results in a Material Adverse Effect, the Grantor or the
Authorisee may by notice in writing to the other party request such modifications to the
terms of this Agreement as the requesting party reasonably believes is necessary to place
it in substantially the same legal, commercial and economic position as it was prior to
such Change in Law. The Authorisee and the Grantor shall thereafter consult in good faith
to agree to such modifications and in the event agreement cannot be reached, either of
them may refer the matter for determination in accordance with the Dispute Resolution
Procedure described under Article 18 of this Agreement.
For the avoidance of doubt, a change in the rate of any Tax or the imposition of a new
Tax shall not constitute a Change in Law and the Parties shall be liable to bear the impact
and incidence thereof at their cost and risk.
Section 18.19 Depreciation
For the purpose of depreciation under the Applicable Laws, the property representing the
capital investments made by the Authorisee in the Project shall be deemed to be acquired and
owned by the Authorisee

Volume IV
Draft Authorisation
Bidder
86
Section 18.20 Assignability
Except as otherwise provided in this Agreement, the Authorisee shall not assign its rights,
or interest in this Agreement in favour of any Persons without prior written consent of the
Grantor. Provided the Authorisee may assign its rights, interests and benefits under this
Agreement to the Lenders as security for the Financial Assistance.
Notwithstanding anything to the contrary contained in this Agreement, the Grantor may,
after giving 60 (sixty) days’ notice to the Authorisee, assign any of its rights and benefits
and/or obligations hereunder pursuant to any direction of GoI, GoAP, by the operation of
law on such terms and conditions as the Grantor may deem appropriate or as may be
required by law.
Section 18.21 Interest and Right to Set Off
(a) Any sum which becomes payable under any of the provisions of this Agreement by
one Party to the other Party shall, if the same is not paid within the time allowed for
payment thereof, shall be deemed to be a debt owed by the Party responsible for
payment thereof to the Party entitled to receive the same. Without prejudice to any
other right or remedy that may be available under this Agreement or otherwise
under law, the Party entitled to receive such amount shall also have the right of set
off.
(b) The Parties hereto agree that payments due from one Party to the other Party under
the provisions of this Agreement shall be made within the period set forth therein
the Agreement and if no such period is specified, within 10 (ten ) days of receiving
a demand along with the necessary particulars. In the event of delay beyond such
period, the defaulting Party shall pay interest for the period of delay calculated at a
rate equal to the prime lending rate of the 18% (Eighteen percent) per annum, and
recovery thereof shall be without prejudice to the rights of the Parties under the
Law and this Agreement, including termination thereof.
(c) All Supplemental Agreements executed subsequently to fulfil the objectives of the
project, shall essentially become part of this agreement and shall be read in
conjunction with the provisions of this agreement.
(d) The Authorisee shall be at sole responsibility in respect of issues arising out of
consumer laws and their conformance.

Volume IV
Draft Authorisation
Bidder
87
IN WITNESS WHEREOF the Grantor, Authorisee and Preferred Bidder, through their
respective authorized officials subscribe their respective signatures and seals hereto on
this --------
--------------------------:
Signed, sealed and delivered by:
The Authorised Signatory
For and on behalf of
Andhra Pradesh State Road Transport
Corporation
(Grantor)
Signed, sealed and delivered by:
For and on behalf of the
-------------------------
(Preferred Bidder/Authorisee)
(-----------------------------)

Volume IV
Draft
Authorisation
Appendix -1
Draft Letter of Intent (LoI)
(This will be issued by APSRTC to the ‘Preferred Bidder’ upon completion of Bid evaluation
process and acceptance of Bid by the Competent Authority).
[Date]
[Ref Number]
To
[Preferred Bidder]
[Address]
Kind Attention: [Authorized Representative of Preferred Bidder]
Sub: Letter of Intent (LoI) for --------------------------------------------------------------------.
Sir,
[1] This has reference to the Proposal (the capitalized terms used herein shall have the same
meaning as set forth in the Request for Proposal and Draft Authorisation Agreement)
submitted by your Firm/ Consortium to Andhra Pradesh State Road Transport
Corporation (APSRTC), dated, _______ in response to the Request for Proposal (RFP)
issued by APSRTC for --------------------------------------------------------------------.
[2] APSRTC is pleased to inform that your Firm/ Consortium has been considered as the
Preferred Bidder and is pleased to issue this Letter of Intent (“LoI”) to your Firm/
Consortium as the Authorisee for -------------------------------------------------------------------
[3] You shall incorporate a Special Purpose Company (SPC), for the exclusively for
implementing the Project and Authorisation Agreement shall be executed between the
SPC (Authorisee), your Firm /Consortium (confirming party), and APSRTC (Grantor)
in terms of the RFP and proposal. Any failure on your part in fulfilment of the
conditions mentioned under this clause within 45 days from the date of issue of this
LoI, shall render your Proposals liable for rejection and forfeiture of your Bid
Security / EMD and also this LoI shall stand withdrawn.
[4] Also, you are required to fulfil the following requirements within 30 days from the date
of issue of this Letter of Intent:
• Making a payment of Rs.___________ /- (Rupees ____________ only) plus
applicable service taxes in the form of Demand Draft drawn in favour of
“Financial Advisor, APSRTC, Hyderabad” on any Nationalised/Scheduled
Bank ( except Co-operative Banks) payable at Hyderabad towards “Project
Development Fee”
Bidder
88

Volume IV
Draft
Authorisation
• Making a payment of Rs.___________ /- (Rupees ____________ only) in the
form of Demand Draft drawn in favour of “Financial Advisor, APSRTC,
Hyderabad” on any Nationalised/Scheduled Bank ( except Co-operative Banks)
payable at Hyderabad towards 50% of the quoted “Upfront Authorization
Premium”
payable at Hyderabad towards “First Year Annual Premium”
payable at Hyderabad towards “First Year Advance Annual Premium”
• Furnishing an unconditional and irrevocable Bank Guarantee for Rs._____
Lakhs (Rupees _______ Lakhs) from any Nationalised/Scheduled Banks (except
Co-operative banks) in favour of “APSRTC” with a validity of 4 (Four) Years
from the date of Signing of Authorization Agreeement, operable at Hyderabad
towards “Performance Security”.
All the above payments shall be net of applicable taxes including Service Tax.
You may please note that fulfilment of the above requirement within the stipulated time
from the date of issue of Letter of Intent is a pre-condition for the signing of
Authorization Agreement.
Any failure on your part to submit the Demand Draft / Bank Guarantee as mentioned
above and as stipulated in the RFP shall render your proposal liable for rejection, and
forfeiture of your Bid Security and any other payments made till such time and also this
LoI is liable for cancellation.
[5] In addition to the above, you shall comply with all the other provisions / requirements of
the RFP in their entirety.
We look forward to an early fulfillment of the above-mentioned requirements by you. Kindly
acknowledge the receipt of this LoI by signing the duplicate copy.
Yours Sincerely,
[Authorised Signatory – APSRTC]
We hereby acknowledge the receipt of this Letter of Intent (LoI)
______________________________________
Authorised Signatory
Bidder
89

Volume IV
Draft
Authorisation
Appendix -2
“Project Facilities”
S. No. Particulars Details
1
Built Up Space
Construction of Project Facilities having minimum of
_________ Sft. (_____________________ Square Feet) of
built up area as Development obligation.
2 Other Obligation
Construction and handing over free of cost, a Built-up area
of 200 Sft in the proposed development to APSRTC at a
mutually agreed location for its exclusive use, on Project
Completion. The said space should have required toilet
facilities and a parking of 2 Equivalent Car Spaces (ECS)
confined in one location in the cellar/basement. The Built-up
area should include internal electrical wiring, conduiting,
painting, flooring, power & water supply connection with
sub metres etc. The interiors and furnishing of the space
shall be the responsibility of APSRTC. APSRTC shall also
bear the power, water and other maintenance charges for the
said area.
Also Brick Masonry Compound wall of required height has
to be constructed along the RTC boundary by the bidder at
its cost.
Bidder
90

Volume IV
Draft
Authorisation
Appendix - 3
“Development Controls and Specifications ”
(As per Section III of RFP Document )
Bidder
91

Volume IV
Draft
Authorisation
Appendix -4
Off-site Infrastructure
The Off Site requirements (Road, Power and Water) are being provided by different
agencies like Municipal Authorities, Electricity Department etc. The Authorisee is
required to apply to the concerning Authorities and obtain the necessary approvals
on his own. The Grantor will extend all necessary support to the Authorisee based
on written request of the Authorisee.
Bidder
92

Volume IV
Draft
Authorisation
Appendix - 5
SCHEDULE – I
Site Plan
Bidder
93

Volume IV
Draft
Authorisation
Appendix- 6
“Scope of Work”
1. Conceptualization, planning, designing and detailing of the Project. To provide
fencing/ boundary wall to the Schedule Property as detailed at Appendix – 6.
2. Technical and Financial closure of the Project
3. Obtaining required clearances/approvals for commencing and implementing the
Project from Government of Andhra Pradesh or Government of India and its
agencies.
4. Procure, install and commission all machinery and equipment, as Complete
construction of the works within the stipulated time frame
5. Implement the Environmental Management Plan (EMP) required during
construction and operational phases.
6. Operate & Maintain the Project Facilities to meet performance standards as
mentioned in the RFP required.
7. Development of the Project
8. Marketing the Project Facility
9. Award of Project Agreements in respect of development of the site, sub-lease,
license and other conveyance of the built up area/units, engineering,
procurement, construction and operation and maintenance of the Project
Facilities and installation, erection, provision of the Project Facilities
10. Transfer of Project facilities at the end of Authorization Period or early
Termination as provided in the Authorization Agreement.
Bidder
94

Volume IV
Draft
Authorisation
Appendix – 7
On Suitable Non Judicial Stamp Paper
Land Lease Deed
For
Commercial Development of vacant land at _______________________.
THIS LAND LEASE DEED is made on this _____ day of 2013 at Hyderabad.
By and Between
Andhra Pradesh State Road Transport Corporation, a corporation established by
Government of Andhra Pradesh having its Head Office at Bus Bhavan,
Musheerabad, Hyderabad-500624 and being represented herein by
__________________(authorized in this behalf) (hereinafter referred to as
“APSRTC” or the “Grantor” which expression shall, unless it be repugnant to the
context or meaning thereof, include its successors and assigns) of the FIRST PART
And
M/s ________________________, a Company incorporated under the Companies
Act 1956, having its registered Office at _____________, represented by
______________ hereinafter referred to as the “Authorisee” or the “Lessee” (which
expression shall, unless it be repugnant to the context or meaning thereof, include its
successors and permitted assigns) of the SECOND PART.
And
M/s ________________________, a Company incorporated under the Companies
Act 1956, having its registered Office at _____________, represented by
______________ hereinafter referred to as the “Preferred Bidder / Confirming
Party ” (which expression shall, unless it be repugnant to the context or meaning
thereof, include its successors and permitted assigns) of the THIRD PART.
Each singly a “Party” and collectively the “Parties”
WHEREAS:
A. The Andhra Pradesh State Road Transport Corporation (“APSRTC”
or the “Lessor” or “Grantor” herein), is the absolute owner of the land in
Survey No. ____________, at ______________ in ________ District in
the State of Andhra Pradesh measuring ________ Sqm (______
Sq.Yards), more particularly described in Schedule - I hereunder and
shown delineated by red colour boundary line on the site plan annexed
thereto (hereinafter the “Project Site”).
Bidder
95

Volume IV
Draft
Authorisation
B. The Lessor invited bids for the “Commercial Development of _______
Sqm (________ Sq.Yards) of vacant land at ___________ in _______
District” (as described herein below) vide its Request For Proposal
(hereinafter the “RFP”) dated _________. The bid dated __________
offered by the Lessee has been accepted by the Lessor vide its Letter of
Acceptance dated ___________ on the terms and conditions set forth
therein.
C. The Andhra Pradesh State Road Transport Corporation has vide the
Authorisation Agreement dated __________ (hereinafter
“Authorisation Agreement”) granted Authorisation to ____________
(the Authorisee or the Lessee herein) for implementing the Project at the
Project Site involving the design, financing, construction, marketing,
operation, maintenance, management and transfer of the Project Facility
and the levy, demand, collection, retention and appropriation of Tariff
from Project Facility.
D. Pursuant to and under the Authorisation Agreement the Lessor is
required to vest with the Lessee the land comprising the Project Site and
all authorisation/ lease rights relating thereto under a valid and binding
Project Site/Land Lease Deed for the purpose of implementing the
Project.
E. Being the owner of the Project Site with a good and marketable title thereto
and having lawful possession thereof, the Lessor is desirous of leasing the
demising the Project Site unto the Lessee and vesting unencumbered
possession thereof with the Lessee, on the terms and conditions hereinafter
contained.
NOW THIS INDENTURE OF LEASE WITNESSETH AS FOLLOWS:
1. The words and phases used in this Deed but not defined shall, unless the
context otherwise requires, have the meaning assigned to them respectively in
the Authorisation Agreement.
2 The interpretation Section 1.2 of the Authorisation Agreement shall be
deemed to be incorporated in this Deed in extent so mutatis mutandis.
3. The following terms shall, except where the context otherwise requires, have
the meaning as hereunder:
(a) Deed or Lease Deed means this Land Lease Deed, schedules to it,
as amended or modified by the Parties in accordance with the
provisions hereof,
(b) Authorisation Agreement shall mean the Authorisation Agreement
dated __________ entered into between the Grantor (the Lessor
herein) and the Authorisee (the Lessee herein);
Bidder
96

Volume IV
Draft
Authorisation
(c) Authorisation Period means the period specified under Section 2.2
of the Authorisation Agreement;
(d) Demised Premises means all the lands comprising the Project Site,
i.e. _______ Sq.Meters.( _______ Sq.Yards) of land, more
particularly delineated in Schedule-I and marked in red in the site plan
attached hereto;
(e) Lessor means APSRTC or the Grantor or its successors;
(f) Lessee means the Lessee or the Authorisee; and
(g) Schedules mean any of the schedules and supplements hereto.
4. The Lessor hereby awarded the project site to the Lessee under the terms of
this Deed from the _______________ the date of signing the Authorization
Agreement) (hereinafter referred to as the “commencement date”) for a
period of 33 (thirty three) years, there from the date of commencement of
the lease, which period shall be co-terminus with the Authorisation Period
and shall be extended or terminated at a prior date to coincide with the
Authorisation Period. The Lessor hereby undertakes that it shall not
terminate this Deed extend the lease term in accordance with the provisions
of this clause, except upon the due and valid termination of the Authorisation
Agreement or the breach of any of the terms and conditions of this lease
deed by the Lessee.
5. In consideration of the Authorisation Agreement between the Lessor and the
Lessee and in consideration of the premium herein reserved and the
covenants on the part of the Lessee, the Lessor hereby leases demises unto
the Lessee on an “as is where is basis” and effective from the
Commencement Date the leased Premises without interruption or
interference, free from encumbrances and together with the full and free right
and liberty of way and passage, easements, right of way/way leaves and other
rights in relation thereto with delivery of Vacant Possession thereof.
6. The Lessor hereby vests the Project Site with the Lessee with effect from the
commencement date along with all easements, free from any encumbrances.
Provided that the Lessee shall at its cost be required to remove the utilities
including any power transmission lines and structures at, over or under the
Demised Premises as per the provisions of the Authorisation Agreement and
the Lessor shall render the necessary facilitation in this behalf.
7. In consideration for the lease of the Project Site by the Lessor to the Lessee,
the Lessee shall,
a) Effective from the Commencement Date and during the Authorisation
Period, pay Annual Premium / Lease Rental to the Grantor as per the
Bidder
97

Volume IV
Draft
Authorisation
RFP conditions, by way of a demand bank draft drawn in favour of
Lessor on a Nationalized/Scheduled (Excluding Cooperative) bank
having a branch at ___________________, Andhra Pradesh. The lessee
has already paid the Annual Premium / Lease Rentals of the First Year of
Rs._______ (Rupees ________ only) vide the Demand Draft No.------,
dated_______ drawn from the Bank___________in favour of APSRTC.
The Annual Premium / Lease Rental from Second Year onwards shall
be payable on yearly basis before tenth (10) day of the first month of
every Year (considered as due date) throughout the Authorization Period.
In the event of delay up to 15 days from the due date (10th
day of the first
Month of every Year) in the payment of the Lease Rental, the Lessee shall
pay the Lessor, a penal interest on the due amount at the rate of 18 %
(eighteen percent) per annum for the period, from the due date until the
date of payment. In the event the payments are delayed beyond a period
of 15 days from the scheduled date, it shall be construed as an Authorisee
default in payment of Annual Premium / Lease Rentals. When such a
default occurs, the Grantor /Lessor shall issue a default notice to the
Authorisee requesting to remedy the situation within 15 days. If the
situation is not remedied, at the end of 15th
day a second notice shall be
issued allowing further period of 15 days. In the event that the Authorisee
fails to remedy the situation, the Grantor/Lessor may at the end of 45th
day (15+15+15 days) appropriate the amount due to security (Advance
Lease Rentals) and issue a termination notice. The Authorisee/Lessee
shall reinstate the security within 7 days, failing which the
Grantor/Lessor reserves the right to terminate the Authorization
Agreement as per Article 16 of this Authorization Agreement.
8. The Lessor hereby vests the Demised Premises with the Lessee under this
Deed for the purpose of implementing the Project, including the design,
finance, construction, provision and operation and maintenance of the
Project Facility in accordance with the terms and conditions of the
Authorisation Agreement and the applicable development guidelines.
a) The Lessee shall procure at its cost all Applicable Permits including land
use conversion from the relevant competent authorities as are required,
from time to time, for the development, construction, implementation,
completion, commissioning and the operation and maintenance of the
Project Facility unconditionally or if subject to conditions then all such
conditions shall have been satisfied in full and such Applicable Permits
are in full force and effect.
b) The Lessee shall comply with all the specifications and controls set forth
in the RFP, its bid, this Deed, Authorisation Agreements, any
addendums, clarifications issued, the applicable law, the Applicable
Permits and good industry practice and shall construct and complete the
Facilities and the parking lot/spaces and landscape areas within the
stipulated time.
Bidder
98

Volume IV
Draft
Authorisation
9. The Lessor recognises the right of the Lessee to transfer or otherwise deal
with the Demised Premises by grant of sub-leases of built up spaces only and
Authorisations, appointment of Contractors and entering into franchise,
management and other suitable arrangements with any Person selected or
procured by the Lessee (the “Contractual Arrangements”) for implementing
the Project at the Demised Premises and carrying on its business of
establishing, implementing, managing and operating and maintaining the
Project Facility ; provided that the same shall be subject to and be carried out
in accordance with the provisions of the Authorisation Agreement.
PROVIDED THAT (i) any sub-leases (of built-up spaces), licenses or
franchising or similar arrangement under or pursuant to this Deed shall not
contain any terms or provisions inconsistent with or in derogation of any
terms or provisions contained in this Deed; (ii) the terms and conditions of
this Deed shall be complied with in the case of such sub-leases, licenses or
franchising or similar arrangement and, as applicable, form a part thereof; (iii)
the term of such sub-leases, licenses or franchising or similar arrangements
shall be limited to and be co-terminus with the Term of Lease granted herein
by the Lessor to the Lessee; (iv) all such sub-leases, licenses or franchising or
similar arrangements shall be determined and terminated simultaneously with
and automatically on the expiry, determination or termination of this Deed,
as the case may be. The Lessee’s failure to comply with this sub-clause shall
be at its cost, risk and consequence and constitute a Lessee Event of Default
that shall entitle the Lessor to terminate this Deed and Authorisation
Agreement, as per the article 16
PROVIDED FURTHER THAT the execution of such sub-leases (of
built-up spaces), licenses or franchising or similar arrangement shall not
relieve the Lessee of its liability or obligations as set out in this Deed. The
Lessor shall not be liable in any manner whatsoever to any person in respect
of or in connection with execution of agreements or disputes relating to such
sub-leases, licenses or franchising or similar arrangement. The Lessee shall
indemnify and keep indemnified the Lessor and its employees and
consultants from and against all costs, losses, damages, liabilities,
proceedings, litigation, penalties etc. in this behalf.
10. Subject to the provisions of the Authorisation Agreement in this behalf, the
Lessor hereby consents and confers on the Lessee for the duration of the
Authorisation Period the right to transfer, assign or otherwise encumber the
Project Facility Premises and/or any or all of its rights (except the land title)
and interests in relation thereto or to create a Security Interest thereon in
favour of the Lenders for the purpose of raising Financial Assistance
provided or agreed to be provided by them under the Financing Documents
and that no such transfer, assignment, encumbrance or creation of security
interest by the Lessee of or over the Demised Premises in favour of the
Lenders shall be construed as being in any way an event of default hereunder
or a violation of the terms hereof:.
Bidder
99

Volume IV
Draft
Authorisation
Provided further, (i) the Lessor shall be informed by the Lessee as to the
creation of any Security Interest in favour of the Lenders within a period of
14 days from the date such security interest comes into existence. A letter
sent by the Lessee under registered post with due proof of postal
acknowledgement receipt, shall constitute sufficient compliance of the
requirement by the Lessee; (ii) except as provided in this Deed/the
Authorisation Agreement, the Lessee shall not create any security interest in
favour of any Person without the prior written consent of the Lessor; and
(iii) in the event of the termination of the Authorisation Agreement/this
Deed by efflux of time or otherwise, such assignment/Security Interest shall
stand extinguished. .
Failure of the Lessee to provide the required information to the Lessor in
terms of this clause shall amount to an event of default on the part of the
Lessee and any consequential failure or inability on the part of the Lessor to
provide any notice or intimation to such Lender, in terms of the relevant
provisions of the Authorisation Agreement, if any required, shall be at the
sole risk and responsibility of the Lessee only.
Provided further, nothing contained in this clause 10 shall (i) absolve the
Lessee from its responsibilities to perform/discharge any of its obligations
under and in accordance with the provisions of this Deed; (ii) shall authorise
or be deemed to authorise the Lenders to implement and execute the Project
themselves; and (iii) under any circumstances amount to any guarantee from
or recourse to the Lessor.
11. Upon the occurrence of an Authorisee Event of Default under the
Authorisation Agreement, the Parties shall in consultation with the Lenders
and in accordance with the provisions of the Authorisation Agreement have
the right to replace the Lessee by the Substitute Entity for performing the
Lessee’s obligations hereunder. Upon appointment of the Substitute Entity,
the Substitute Entity shall be deemed to be the Lessee for all the purposes and
shall be entitled to all the rights and be bound by all the representations,
covenants and obligations of the Lessee under this Deed.
12. In the event of termination of the Authorisation Agreement by efflux of time
or otherwise, this Deed shall be terminated and the lease of the Demised
Premises and all sub-leases of built up areas, Authorisations and rights in
relation thereto shall be determined, the Lessee and Persons claiming through
or under it (including without limitation the Contractors, and Contractual
Counter Parties to the Contractual Arrangements including the sub-lessees of
built up areas, Authorisations, franchisees etc. and the persons claiming
through or under them) shall hand over the vacant possession of the Demised
Premises to the Lessor or its nominated agency and forthwith vacate the
Demised Premises without any demur or delay.
13. The Lessor hereby covenants with the Lessee as under:
(a) That the lease rental due and payable by the Lessee as per the Section
8.3 of the Authorisation Agreement and as per the Schedule- 2
annexed herewith
Bidder
100

Volume IV
Draft
Authorisation
(b) That it shall not interfere with or impede in any manner or otherwise
limit, restrict or impose conditions in relation to: (i) the complete,
free and full enjoyment of the Demised Premises by the Lessee for
the purpose of the implementation of the Project and all rights
related thereto; (ii) the design, construction, operation and
maintenance of the Project Facility ; (iii) the implementation of the
Project Facility by the Lessee; and (iv) the possession, control and
use by the Lessee of the Demised Premises, the facilities constructed
thereon and any other facilities developed in the course of
implementation of the Project; provided that the same are in
compliance with the terms and conditions of the Authorisation
Agreement and this Deed.
(c) That it shall not terminate this Deed, except upon the due and valid
termination of the Authorisation Agreement in accordance with the
provisions thereof or upon any breach of any of the terms and
conditions of this lease deed by the lessee; and
(d) That there are no litigations, claims, demands or any proceedings
pending before any authority in respect of the Demised Premises or
in respect of any other land-dispute, and that the Lessee shall have
complete, lawful and uninterrupted possession, control and use of
the Demised Premises.
14. The Lessee hereby covenants with the Lessor as follows:
(a) That it shall develop, establish, design, construct and operate and
maintain the Project Facility at the Demised Premises as per its
obligations under the Authorisation Agreement;
(b) That it shall operate and maintain the Project Facility or cause it to be
operated and maintained in accordance with the Authorisation
Agreement;
(c) That it shall observe and perform all terms, covenants, conditions and
stipulations of this Deed;
(d) That it shall keep the Demised Premises free from encroachments
during the Authorisation Period and operate and maintain and carry
out repairs in accordance with the provisions of the Authorisation
Agreement;
(e) That in respect of the Demised Premises/built up areas there at /its
business activities there at/relating to the Project it shall pay all
municipal rates, levies, taxes including property tax, rents, including
penalties etc for late payment, at the applicable rates from time to
time, to the concerned Government Authorities and be liable for
Bidder
101

Volume IV
Draft
Authorisation
payments of all rates and charges for the use of utilities and services at
the Demised Premises; and
(f) The Authorisee shall not sub-lease the whole or any part of the land
comprising the Project Site, leased to it by Lessor under the land
Lease Deed, to any person in any form or under any arrangement,
device or method. This is an essential condition of this Agreement,
the breach of which shall constitute an Authorisee Event of Default
under the Authorisation Agreement. Provided that the Authorisee
shall be entitled to sub-lease the built up areas constructed by it at or
on the Project Facility and to enter into Contractual Arrangements
subject to and in accordance with the terms and conditions of the
Authorisation Agreement and this lease deed and the same shall be
co-terminus with this lease deed.
15. Each Party hereto represents and warrants that:
(a) It has full power and authority to execute, deliver and perform its
obligations under this Deed and to carry out the transactions
contemplated hereby;
(b) It has taken all necessary actions to authorise the execution, delivery
and performance of this Deed; and
(c) This Deed constitutes its legal, valid and binding obligations that shall
be enforceable against it in accordance with the terms hereof.
16. The Parties agree that
(a) The failure of the Lessee to perform its obligations under this Deed
and any breach of covenants or undertakings given and provided for
in this Deed by the Lessee shall amount to an Authorisee Event of
Default under the Authorisation Agreement.
(b) Any dispute, controversy or claim arising out of or in relation to this
Deed or the interpretation of any of its provisions shall be settled in
accordance with the provision of Article 17 of the Authorisation
Agreement.
(c) The stamp duty and registration charges for the execution and
registration of this Deed shall be borne by the Lessee.
(d) In case of ambiguities, conflicts or discrepancies between the
Authorisation Agreement and this Deed, the Authorisation
Agreement shall prevail.
Bidder
102

Volume IV
Draft
Authorisation
(g) All notices under the terms of this Deed shall be sent either by
hand, facsimile or courier to the following addresses:
Lessor
:
Bus Bhavan, Musheerabad, Hyderabad-500020
Lessee : ________________
________________
________________
________________
Bidder
103

Volume IV
Draft
Authorisation
IN WITNESS WHEREOF the Parties have executed and delivered this Deed by
their duly authorized representative on the date first above written:
Signed, sealed and
delivered by:
The Authorised
Signatory
For and on behalf of
Andhra Pradesh State
Road Transport
Corporation (Grantor)
Name:
Company seal
Signed, sealed and delivered
by:
XXXXXXXX
( Authorisee)
Name:
Designation
Company seal
Signed, sealed and
delivered by:
XXXXXX
(Preferred
Bidder/Confirming
Party)
Name:
Company seal
Witness:
1.
Witness:
1.
Witness:
1.
Bidder
104

Volume IV
Draft
Authorisation
SCHEDULE – 1
Site Plan
Bidder
105

Volume IV
Draft
Authorisation
SCHEDULE – 2
SCHEDULE OF ANNUAL PREMIUM and MINIMUM ADDITIONAL
DEVELOPMENT PREMIUM
(As per Appendix -A10 of RFP Document)
Bidder
106

Volume IV
Draft
Authorisation
Appendix - 8
List of Applicable Permits
The lists of permits applicable include (but not limited to):
1. Consent To Establish under Water Act, 1974 and Air Act, 1981
2. Environmental Clearances
3. Clearances required if any from Airport Authority of India
4. Clearances from factories and labour departments.
5. Registration under sales tax Act, 1976
6. Allotment of water by Municipalities/Local Bodies
7. Allotment of power by Electricity Authorities
8. All trade licenses as applicable.
9. Approval/permit from Fire Safety Authorities
10. Land use conversion from statutory Authorities
11. Building Layout and other permissions required from Concerned Municipal
Authorities / any other Statutory regulatory bodies
12. Occupancy Certificate/ any other certificate issued by Municipal Authorities
permitting commercial operations in the facility
13. Immigration clearance (in case of foreign personnel being engaged)
14. All other relevant statutory approvals/permits for construction, Operation and
Management of Project Facilities.
Bidder
107

Volume IV
Draft
Authorisation
Appendix- 9
TOR for Independent Engineer /Consultant
1.0 The Grantor, at his discretion, shall hire the services of a consulting
engineering firm/company of engineers having the requisite experience in
similar projects through a competitive bidding process to be the independent
consultant under this Agreement (the “Independent
Engineer/Consultant”). Such appointment shall be made no later than
three months from the date hereof and shall continue for a period until
issuance of Completion Certificate.
.
2.0 In the event the Authorisee has reason to believe that the Independent
Engineer/Consultant is not discharging its duties and functions in a fair,
efficient or diligent manner, it may make a written representation to the
Grantor, supported with necessary documents and specific instances of
causes and grievances and seek termination of the appointment of such
consultant. Within 7 (seven) working days of the date of such representation,
the Grantor shall hold a tripartite meeting with the Authorisee and such
consultant for resolving the matter amicably and giving a fair hearing to such
consultant. In the event the matter is not amicably resolved within 7 (seven)
days of such meeting, the appointment of the Independent
Engineer/Consultant shall be forthwith terminated; provided that prior to
such termination the Grantor shall have appointed another Independent
Engineer/Consultant to replace the existing one.
3.0 The replacement of the Independent Engineer/Consultant shall be effected
so as to maintain the continuity in supervision and monitoring of
construction of the Project by it.
4.0 Scope of Work
The Scope of Work for the Independent Engineer/Consultant shall include: -
a. Review of the Designs and Drawings submitted by the Authorisee to ensure
that they are in accordance with the development proposal submitted by the
Authorisee in this DPR.
b. Certification that the Designs and Drawings indicate that the works are
suitable for their intended purpose. The Independent Engineer/Consultant
shall advise this approval of the Designs and Drawings to the Grantor and
the Authorisee within period stipulated in the Agreement.
c. Independently review, monitor and where required by the Agreement, to
approve activities associated with the design, construction, operation and
maintenance of the Project facilities to ensure compliance by the Authorisee
with the Authorisation Agreement and the Approved DPR.
Bidder
108

Volume IV
Draft
Authorisation
d. Approval of DPR and report to the Grantor, objections or corrections
required in order to implement the project as per the provisions of the
Authorisation Agreement and Good Industry Practices.
e. Ensuring that the provisions of the Designs and Drawings and the
Approved DPR do not adversely obstruct any development plans of the
Grantor, as and if provided by the Grantor at the time of approval of the
Designs and Drawings and the approved DPR.
f. Upon request of the Authorisee on completion of construction of various
phases as set out in the Authorisation Agreement, carry out inspections to
ensure that the Project Facility has been constructed as per the provisions
of the Authorisation Agreement and the Approved DPR and issue the
Completion certificate to the Authorisee as approved by the Grantor.
g. In addition to above, the scope of services would also include such other
functions as are required to be undertaken pursuant to specific provisions
of the Authorisation Agreement.
h. In case the Authorisee proposes any i) deviation to the Drawings or ii)
submits any Drawings required but not included in the DPR, the
Independent Engineer/Consultant shall review the same to ensure
conformity with the Project / Design Requirements.
i. Review the following submitted by the Authorisee on behalf of the
Grantor:
i) Project Concept and Components, Capacity & Area Statement
ii) Environmental Management Plan
iii) Project Implementation Plan
5.0 During the Construction Phase, the Independent Engineer/Consultant would
monitor, in accordance with Good Industry Practice, the progress in
implementation and ensure compliance with the construction requirements.
For this purpose the Independent Engineer/Consultant shall undertake, inter-
alia, the following activities and where appropriate make suitable suggestions:
i) monitor the progress in implementation of the project based on the
Implementation and Investment Plan submitted by the Authorisee.
ii) review and approve designs and drawings with consent of the Grantor
for various works related to the project.
iii) review and monitor the quality assurance and quality control procedures
followed by the Authorisee.
iv) review the manpower and equipment deployed by the Authorisee.
v) Monitor the Construction works for conformity with the Approved DPR.
Bidder
109

Volume IV
Draft
Authorisation
6.0 Meetings, Records and Reporting
i) The Independent Engineer/Consultant would be required to
participate in the project review meetings held from time to time by
the Parties, as also to participate in emergency or extraordinary
meetings of the Parties held to deal with any emergency, Force
Majeure event or other exigencies.
ii) The Independent Engineer/Consultant shall, in the ordinary course,
maintain record of the activities undertaken by it in discharge of its
functions and responsibilities and submit periodic reports to the
Grantor.
iii) The Independent Engineer/Consultant shall share all the
information, data and records collected by it and/or available with it
in relation to the discharge of its functions and responsibilities, with
an authorised person designated by the Grantor in this regard.
iv) The Independent Engineer/Consultant shall convey to the Grantor
and the Authorisee the justifications in writing for its decisions in the
course of discharging its functions and responsibilities.
7.0 Review and monitor the Equipment Procurement Plan, the Equipment
Replacement Plan, Waste Management and Safety Plan.
8.0 Review of procurement procedure by EPC contractors and equipment
suppliers. Review and monitor the transfer of assets and scope of transfer.
9.0 Any other activity as mentioned in the Authorisation Agreement and as required
Bidder
110

Volume IV
Draft
Authorisation
Appendix-10
Vesting Certificate
The divestment of all rights and interest in the Development of Commercial Project
at _________________ shall be deemed to be complete on the date when all of the
Divestment Requirements have been fulfilled, and the Expert shall, without
unreasonable delay, thereupon issue a certificate substantially in the form set forth in
Section 16.6 (the “Vesting Certificate”), which will have the effect of constituting
evidence of divestment by the Authorisee of all of its rights and interest in the
Project, and their vesting in the Grantor pursuant hereto. It is expressly agreed that
any defect or deficiency in the Divestment Requirements shall not in any manner be
construed or interpreted as restricting the exercise of any rights by the Grantor or its
nominee on or in respect of the Project on the footing that all Divestment
Requirements have been complied with by the Authorisee.
Bidder
111

Volume IV
Draft
Authorisation
Appendix 11
GUIDELINES FOR THE COMPUTATION OF DEPRECIATED
HISTORICAL COST
1. The Depreciated Historical Cost (“DHC”), wherever applicable, shall be
computed based on the following norms:
The depreciation shall be calculated on straight-line basis. The depreciation
rates shall be in accordance with the provisions of the Companies Act 1956,
as may be amended from time to time
2. The date of existence of asset for the computation of the depreciated value
shall be the date on which it was scheduled to be completed in all respects or
the date on which it becomes capable of being put to or used for commercial
operation, whichever is earlier. In respect of replacement assets, the assets
shall be deemed to have come into existence when the same is capable of
being put to or used for commercial operation as the replacement asset or the
date when it was actually put to use, whichever is earlier.
3. Wherever Book Value or Depreciated Historical Cost is applicable, the
original cost of such assets and those which have come in as replacement
assets shall be that cost, established by the Authorisee, to the satisfaction of
the Grantor, with Chartered Accountant's, Public Accountant's and valuer's
certificates and duly supported by bills and other documents of
manufacturers/suppliers/ civil works contractors, at the time of installation
of the new assets or replacement of the assets as the case may be.
Bidder
112

Volume IV
Draft
Authorisation
Appendix- 12
Undertaking on Land Titles
(To be provided by the Authorisee saying his satisfaction over the land
titles and required documents shown by the Grantor)
Bidder
113

Volume IV
Draft
Authorisation
Appendix-13
PERFORMANCE GUARANTEE
(On requisite Stamp Paper)
1. In consideration of the Andhra Pradesh State Road Transport Corporation
(hereinafter called "the Corporation") having agreed to exempt
__________________ (hereinafter called "the Authorisee) from the
demand, under the terms and conditions of Letter of Intent (LOI) issued in
respect of the “Development of Commercial Project at
__________________, in ____________ District” project on Build, Operate
and Transfer (BOT) basis on ______ Sq.Yards of prime land, and subsequent
Authorisation Agreement being signed between Authorisee and Corporation for
performance of the Agreement to be made (hereinafter called "the said
Agreement"), for the due fulfillment by the said Authorisee of the terms and
conditions contained in the said Agreement, on production of a Bank Guarantee
for Rs. _________Lakhs (Rupees ______________________ only).
2. We, ______________________ (hereinafter referred (indicate the name of the
bank) to as "the Bank") at the request of Authorisee do hereby undertake to
pay to the Corporation an amount not exceeding Rs. ______ Lakhs (Rupees
_________________ only) against any non fulfillment of the obligations of the
Agreement or loss or damage caused to or suffered or would be caused to or
suffered by the Corporation by reason of any breach of any terms and conditions
contained in the said Agreement by the said Authorisee of any of the terms or
conditions contained in the said Agreement.
3. We ____________________ (indicate the name of the bank) do hereby
undertake to pay the amounts due and payable under this guarantee without any
demur, hereby on a demand from the Corporation stating that the amount
claimed is due by way of loss or damage caused to or would be caused to or
suffered by the Corporation by reason of breach of any terms and conditions
contained in the said Agreement by the said Authorisee of any of the terms or
conditions contained in the said Agreement or by reason of the Authorisee
failure to perform the said Agreement. Any such demand made on the bank
shall be conclusive as regards the amount due and payable by the Bank under this
guarantee. However, our liability under this guarantee shall be restricted to an
amount not exceeding Rs. ________ Lakhs (Rupees ________________
only).
4. We undertake to pay to the Corporation any money so demanded not
withstanding any dispute or disputes raised by the Authorisee in any suit or
proceeding pending before any Court or Tribunal relating thereto our liability
under this present being absolute and unequivocal. The payment so made by us
under this bond shall be a valid discharge of our liability for payment hereunder
and the Authorisee shall have no claim against us for making such payment.
Bidder
114

Volume IV
Draft
Authorisation
5. We,_____________________(indicate the name of bank) further agree that the
guarantee herein contained shall remain in full force and effect during the
period that would be taken for the performance of the said Agreement and that
it shall continue to be enforceable till all the dues of the Corporation under or
by virtue of the said Agreement have been fully paid and its claims satisfied or
discharged or till Director (Central Projects), of the Corporation certifies that
the terms and conditions of the said Agreement have been fully and properly
fulfilled/carried out by the said Authorisee and accordingly discharges this
guarantee. Unless a demand or claim under this guarantee is made on us in
writing on or before _________________ (indicate the date four years from the
date of signing Agreement), we shall be discharged from all liability under this
guarantee thereafter.
6. We, ___________________________(indicate the name of bank) further agree
with the corporation that the Corporation shall have the fullest liberty without
our consent and without affecting in any manner our obligations hereunder to
vary any of the terms and conditions of the said Agreement or to extend time of
performance by the said Authorisee from time to time or to postpone for any
time or from time to time any of the powers exercisable by the Corporation
against the said Authorisee and to for bear or enforce any of the terms and
conditions relating to the said Agreement and we shall not be relieved from
our liability by reason of any such variation, or extension being granted to the
said Authorisee or for any forbearance, act or omission on the part of the
Corporation or any indulgence by the Corporation to the said Authorisee or by
any such matter or thing whatsoever which under the law relating to sureties
would, but for this provision, have effect of so relieving us.
7. This Guarantee will not be discharged due to the change in the constitution of
the Bank or the Authorisee.
8. We, ________________________ (indicate the name of bank) undertake not to
revoke this guarantee during its currency except with the previous consent of the
Corporation in writing.
9. The Guarantor agrees absolutely, irrevocably and unconditionally guarantees and
undertakes to pay to APSRTC a sum of Rs.________ Lakhs (Rupees
_________ only) without any protest or demur and upon receipt of first written
demand from APSRTC. This Guarantee is independent of the terms and
conditions of the Authorization Agreement and its validity.
Bidder
115

Volume IV
Draft
Authorisation
Dated the _______day of ________________ (Month & Year) for
____________________________________________ (indicate the name of the
Bank).
IN WITNESS WHEREOF the Guarantor has executed this Guarantee on this
_____ day of _______________and year first herein above written.
Signed and delivered by the above named ________________Bank by its
Authorized Signatory as authorized by Board Resolution passed on ______/Power
of Attorney dated […………]
_______________
Authorized Signatory
Name :
Designation:
In the presence of:
1.
Bidder
116

Volume IV
Draft
Authorisation
Appendix- 14
Format for Escrow Account
(To be provided at the time of signing of Authorisation Agreement)
Bidder
117

234'-9"
121'-7"
51'-1"
115'
101'-6"
23'-6"
14'-8"
99'-1"
21'-5"
2'-10"
26'-5"
24'-4"
53'-3"22'
21'-5"
309'-9"
11'-4"29'-11"
7'-11"
11'-5"
3'-7"
78'-5"
119'-2"1'-7"
43'-7"
177'-2"
N
PROPOSED SITE FOR COMMERCIAL DEVELOPMENT UNDER B O T SCHEME
AT BUS STATION IBRAHIMPATNAM - RR DIST.
PROPOSED BOT SITE
AREA : 2823.00 SQ.YDS.
R O A D
BUS STATION
TOILETS
5 166 7 8 9 10 11 12 13 14 15 1 2 3 4
50'
PROP. SHOPS PROP. SHOPS
10'
74'
EXTG.
TEMP BUNKS
38'
74'
10' 20'
100'
PROPOSED BOT SITE
100'
110'
37'-6"
200'
AREA : 2823.00 sq.yds.
152'-5"
OR 2360.0 SQ.MTS.

BUSTERMINAL
BUILDING
TOILETS
POWER
ROOM
ROOM
21.59M
7.64M
19.36M
35.76M
68.18M
50.71M
60.78M
92.82M
42.79M
69.30M
108.82M
68.63M
78.55
95.00
TO HYDERABAD
TO KAMAREDDY EXISTING 100' WIDE ROAD
ROAD
ROAD
ROAD
ROAD
ROAD
ROAD
CO
M
PO
UNDW
ALL
CO
M
PO
UNDW
ALL
TRANSFORMER
119.87
6.82M
AT BUS STATION MEDCHEL -R.R. DIST.
PROPOSED SITE FOR COMMERCIAL DEVELOPMENT UNDER B O T SCHEME PROPOSED BOT SITE
AREA : 14,740.00 SQ.YDS
PROPOSED BOT SITE
AREA:14,740.00 SQ.YDS
BUS DEPOT
34.62M
123.69M
N
or 12324.0 sq.mts.

4 3 8 7 6 5 2 1
BUS STATION
BLOCK IIBLOCK I
IN
OUT
TO HYDERABAD100''0" WIDE MAIN ROADTO JOGIPET
DRIVE WAY DRIVE WAY
PASSENGERSENTRY
LAYOUT
245'
95'2'' 118' 83'
PHASE I
N
BUS DEPOT
VACANT LAND :1.37AC
60'0"WIDEROAD
PROPOSED SITE FOR COMMERCIAL DEVELOPMENT UNDER B.O.T. SCHEME
AT NEW BUS STATION SANGAREDDY - MEDAK DIST.
PROPOSED BOT SITE
AREA : 6259.00 SQ.YDS..
PROPOSED BOT SITE
AREA : 6259.00 SQ. YDS.
213'
263'
211'
269'
THEATRE
OR 5233.0 SQ. MTS.

22'-0'' R O A DTO VILLAGE
110'
148'
197'-9"
104'-9"
92'-3"
31'
S NOs. :1247
AT OLD BUS STATION WANAPARTHY - MBNR. DIST.
PROPOSED BOT SITE
AREA : 2693.00 SQ. YDS.
OR 2252 .O SQ.MTS.
PROPOSED BOT SITE
AREA : 2693.00 SQ. YDS.

TWO WHEELER
PARKING
BUS-TERMINAL
TOILETS
SEPTIC
TANK
WATER
TANK
D.O.T.SHOPS
DRIVEWAY
DRIVEWAY
DRIVEWAY
112.23
96.98
34.54M
EXISTING18'ROAD
TO HYDERABAD TO VIJAYAWADA
102.73
POCHAMPALLYBANK
COMPOUNDWALL
COMPOUNDWALL
IN GATE
OUT GATE
NEIGHBOURS BUILDINGS
3.00M
78.00M
15.53M
50.52M
42.35M 14.13M
105.63M
AT BUS STATION CHOUTUPPAL - NALGONDA DIST.
AREA : 11,992.00 SQ.YDS
OR 10027.0 SQ.MTS.
N
79.09M
PROPOSED BOT SITE
AREA : 11,992.00 SQ.YDS

1N
550'
ADC OILS
356'-9"
371'212'
10'-0''WIDEB.T.ROAD
325'
271'
PRIVATE LAND
CED STORES
MAIN ROAD N.H. 16
LAYOUT
BUS STATION
OUT
339'
CYCLE SHED
REST ROOM
SECURITY
ENT
233'
100'
TO PERKIT (NH-7)
GARAGE
GARAGE
BUS DEPOT
WASHING
PLATFORM
N
DRIVE WAY
100'
50'
SHOPSSHOPS
56'
TO NIZAMABAD
TOILETS
OPEN
ROAD
30'WIDEROAD
20' 0'' ROAD
VACANT LAND
AREA : 2.51 AC
R & B GUEST HOUSE
TTD KALYANA MANDAPAM
IRRIGATION DEPT. BLDG.
642'
PROP. 50' WIDE ROAD
RESIDENTIAL COLONY
514'
AT BUS DEPOT - ARMOOR, NIZAMABAD DIST.
PROPOSED BOT SITE
AREA : 3803.0 SQYDS.
BUS DEPOT LAND AREA : 4.35 AC
BUSSTATION LAND AREA : 2.32 AC
BOT SITE
761'-5"
EXTG. MUNICIPAL DRAIN
EXTG. D.O.T SHOPS 24 Nos.
ANNEXURE
PROPOSED BOT SITE
AREA : 3803.0 SqYds.
OR 3180.0 SQ.MTS.
AT BUS DEPOT - ARMOOR, NIZAMABAD DIST.
PROPOSED BOT SITE
LAYOUT
100'

9'-3"
103'-3" 22'-6" 47' 21'6 116'-3"
BUS STATION
EXTG. SHOPS
EXTG. SHOPS EXTG. SHOPS
TEMP.TELAS
DRIVEWAY
C.C.ROAD
DRAIN
22'-0'' WIDE ROAD TO GODAVARIKHANITO KARIMNAGAR
10'-6"
13'-3"
50'
TOILETS
S.T.
227'
TOTOWN
TORAGHAVENDRANAGAR
N
LAYOUT
230'
100'
OR 2137.O SQ.MTS.
AT BUS STATION - MANTHANI , KARIMNAGAR DIST.
PROPOSED BOT SITE
AREA : 2556.0 SQYDS.
PROPOSED BOT SITE
PROPOSED BOT SITE
PROPOSED BOT SITE

GARAGE
ANNEXURES
GARAGE
OIL TANK
ADC OILS
SECURITY
CYCLE SHED
WASHING
PLATFORM
BUS DEPOT
CONTROLLER
355'
R & B ROAD
TO JAGITYAL
130'
335'
AT BUS DEPOT JAGITYAL - KRMR. DIST.
PROPOSED BOT SITE
OR 4046.0SQ.MTS.
PROPOSED BOT SITE

BUS DEPOT
BUS STATION
1 2 3 4 5 6 7 8 9 10 11 12 33 34 35 36371314151617
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
ASHWARAOPET
TO KHAMMAM
R O A D
YEMSUR
ROAD
PHASE I
PHASEII
PHASE II PHASE IV
LAYOUT
N
OUT
IN
D R I V E W A Y
DM'SOFFICE
IN
OUT
58 59 60 61 62 63 641.50M
PHASE - V
PROPOSED SHOPS
A.E. OFFICE
38.40
24.2333
40'0''WIDEDRIVEWAY
34.8264
128.5472
21.50
105.0
32.0
13.8
97.54M
188.10M
42.60M
7'0'' HT. COMPOUND WALL
18.30
90.30M
95.00M
77.60M
19.00M9.50M
AT BUS STATION SATHUPALLY - KHAMMAM DIST.
AREA : 9663.00 SQ.YDS
OR 8079.0 SQ.MTS
PROPOSED BOT SITE
PHASE I
RYTHU BAZAR
30.80M

196'
223'
69'
140'
75'
INOUT
BUS STATION
R O A D TO KHAMMAM
TO
BHADRACHALAM
TO
SATTUPALLY
BUS STATION AT TALLADA - KHAMMAM DIST.
SHOPS
DRIVEWAY
DRIVEWAY
TOILETS
N
190'
119'0"
LAY OUT
283'
OR 4298.0 SQ.MTS.
280'
PROPOSED BOT SITE

37'
190'
26'
31'
OLD NH-5 ROAD TO SRIKAKULAMTO PALASA
INOUT
LAYOUT
BUSSTATIONDRIVE WAY
DRIVE WAY
DRIVEWAY
BOREWELL
PUMP ROOM
1
2
3 4 5 6 7
50'
29'
10'
52'
8 9
PROPOSED BOT SITE
160'
160'
270'
220'
12'0"WIDEC.C
ROAD
TO VILLAGE
AT BUS STATION NARASANNAPETA - SKLM. DIST.
PROPOSED BOT SITE
AREA : 4266.00 SQ. YDS.
OR 3567.0 SQ.MTS.
AREA : 4266.00 SQ. YDS.
N

BUS STATION
DRIVE WAY
N
OUT IN
B.T.R O A DTO S.KOTA TO VSP
UNDER GROUND WATER TUNNEL
LAYOUT
150'
AT BUS STATION KOTHAVALASA - VZNM.DIST.
PROPOSED BOT SITE
AREA : 4500.00 SQ. YDS.
OR 3762.0 SQ.MTS.
100'
270'
PROPOSED BOT SITE
294'-3"

192'-7"
R O A DTO ARAKU TO VSP
DRIVE WAY
BUS STATION
APPROVED SHOPS
TOILETS
S.T.
DRIVEWAY
DRIVEWAY
INOUT
LAYOUT
N
CHANNEL
DEPOT ENTRY
BUS DEPOT
50'
95'
PASSENGERENTRY
155'-6"
30'
85'
95'
AT BUS STATION S.KOTA - VZNM. DIST.
PROPOSED BOT SITE
AREA : 2004.00 SQ. YDS.
OR 1676.0 SQ.MTS.,
79'
220'
PROPOSED BOT SITE
AREA : 2004.00 SQ. YDS.

BUS DEPOT GARRAGE
GARAGE
SECURITY
OIL ROOM
IN
SAW MILL
R O A D
ROAD
RESIDENCIAL AREA
RESIDENCIAL AREA
N
LAY OUT
SAW MILL
PROPOSED LADIES REST ROOM
.904 AC.
AT BUS DEPOT ANAKAPALLY - VSP. DIST.
OR 3656.0 SQ.MTS.
26.40M
44.50M
49.20M
45.80M
24.00M
55.00M
22.06M49.00M
16.80M
PROPOSED BOT SITE
PROPOSED BOT SITE
PROPOSED BOT SITE

WASHING
PLATFORM
ANNEXURES
GARAGE
GREESING
GARAGE
SECURITY
ADC OILS OIL TANK
BUS STATION
BUS DEPOT
TOTUNI
70VSP
ROAD
IN
0UT
MANGO GARDEN
2.70 AC.
LAYOUT
IN
143.0M
52.30M
35.75M
95.00M
250.00M
14.0M
105.0M
111.90M
65.40M
77.40M
12.25M
42.00M
20.80M
16.20M
44.0M
35.0M
N
AT BUS STATION - TUNI, E.G. DIST.
PROPOSED BOT SITE
OR 5139.0 SQ.MTS.
95.00M
50.60M
100.00M
55.00M
PROPOSED BOT SITE

230'
188'
AT OLD BUS STATION KAKINADA- E. G. DIST.
PROPOSED BOT SITE
AREA : 4011.00 SQ. YDS.
OR 3354.0 SQ.MTS.
188'
163'
PROPOSED BOT SITE
AREA : 4011.00 SQ. YDS.
C.C.ROAD

W A I T I N G H A L L
DINING HALL
HALL
ENTRANCE
ENQ. SDW
ELECTRICAL
ROOM
G TOILETSL TOILETS
CONTROLLER
POLICE
C.I.
GENTS TOILET
LADIES TOILET
W.C W.C W.C W.C
W.CW.CW.CW.C
1 2 4 5 63 7 98 10 11
13 15 16 1714 18 2019 21 2212
OPEN
OFFICE
N
AUTO-WASH
TEMPLE
RESTROOM&TRAINNING
BUS DEPOT VACANT LAND
IN
OUT
M A I N R O A D
M A I N R O A D
TO KOTIPALLI B/S
TO MORAMPUDI
D R I V E W A Y
D R I V E W A Y
DRIVEWAY
PASSENGERENTRY
CYCLE STAND AREA
ATM
DRINKING WATER
53'
17'-6"
156'-9"
215'
S S S
IN
DRAIN
DRAIN
EXISTINGDRAINTOBESHIFTED
PROPOSEDDRAIN
8'
KERB
LAY-OUT
TOILETS
1
64'-7"
IN
34'-8"
126'
15'
PARKING
PASSENGERENTRY
PARKING
S.T.
POWER RM
DRIVEWAY
TO DEPOT
TOILETS
10'
PROPOSEDRCCROOF
DRIVEWAY
6
PROP.B/S
91'-3"
20'-8"
AREA : 2423.00 SQ. YDS.
OR 2026.0 SQ.MTS.
AT BUS STATION RAJAHMUNDRY - E.G. DIST.
77'-4"
88'-1"
5'
113'
193'
PROPOSED BOT SITE
AREA : 2423.00 SQ. YDS.

BUSSTATION
LAY OUT
TOILETS
DRIVEWAY
W.B.M. ROAD
HARIJANWADA ROAD
CANALWATERLVL.8.860
CANAL
BUS DEPOT
SECURITY ROOM
VEH.EQUPT./CYCLE SHED
A.D.C. OIL
CED STORES
WASHINGPLATFORM
GARAGE
ANNEXURES
SIMITHY SHEDS
TOILETS
U/G OIL TANK
OTERS LAND
K.C.P.CANAL
TOMACHILIPATNAM
20'0"WIDEB.TROAD
BRIDG
E
TOTHOTLAVALLURUROAD
IN
OUT
IN
OUT
DRIVEWAY
N
1
2
3
4
5
6
RYTHUBAZAR
FAST FOOD CENTRE
26.50M
25.50M
AT BUS STATION VUYYURU - KRISHNA DIST.
PROPOSED BOT SITE
OR 2476.0 SQ.MTS.
PROPOSED BOT SITE
CANAL
CANAL
41.60M
53.58M
52.00M

DEPARTURE
72.58 M OUT IN
TO VIJAYAWADA
DRIVEWAY
DEPOT - II
DEPOT - I
60.80 M
IN
IN
LAY OUT
R
O
A
D
N . H - 5
ARRIVAL
TO
G
UNTUR
TO
W
N
TO GUNTUR TOWN
N
TO
TENALI
RMOFFICE&
OLDDVMOFFICE
IN
F.F
31.35M17.71M
33.66M
10.78M
16.8589 M
42.95M
25.23M
77.91M
PROPOSED BOT SITE
AREA: 8364 Sq.Yds.
AT OLD BUS STATION (RYTHUBAZAR) - GUNTUR
PROPOSED BOT SITE
AREA : 8364 Sq.Yds.
OR 6993.0 SQ.MTS.

BUS STATION
DRIVE WAY
R O A D
TO CHIRALA
TO CHANDOLE
R
O
A
D
APPROACHROADTON.WBLOCK
132.76M
104.50M
TO
G
UNTUR
LAY OUT
IN
OUT
N
36.50M
49.50M
33.30M
54.44M
AT BUS STATION BAPATLA - GUNTUR DIST.
PROPOSED BOT SITE
BOTSITE
APPROACHROAD
OR 1807.0 SQ.MTS.

PROPOSED SITE FOR COMMERCIAL DEVELOPMENT UNDER BOT SCHEME
VACANTLAND.
AREA:0.99AC.
TO ONGOLE
TO GUNTUR
N.H. 5
BUS STATION
IN
OUT
AT BUS STATION CHILAKALURIPET GUNTUR DIST.
PROPOSED BOT SITE
OR 1028.0 SQ.MTS.
N
PROPOSED BOT SITE
20.51M 12.50M
18.40M
13.20M
24.15M
18.06M
22.82M18.43M
BUS DEPOT

15'-0'' W
IDE
ROAD
155'
157'
70'
167'
AT BUS STATION TRIPURANTHAKAM- PRAKASAM DIST.
PROPOSED BOT SITE
AREA : 1952.00 SQ. YDS.
OR 1632.0 SQ.MTS.
PROPOSED BOT SITE
AREA : 1952.00 SQ. YDS.
BUS STATION
R O A DTO KURNOOL TO GUNTUR
LAY-OUT
N

BUS STATION
OEN WELL
PUMP ROOM
PRPOSED BOT SITE - I
AREA :2.62 ACS.
BUS DEPOT
GUDUR TOWN & RAPUR ROAD
TIRUPATI & NELLORE ROAD
IRRIGATION SPILL WAY CHANNEL
63.32M 28.48M 86.36M N
L.T. LINE
H.T. LINE
CANAL
PRPOSED BOT SITE -2
AT BUS STATION - GUDUR, NELLORE DIST.
PROPOSED BOT SITE
26.22
29.96M
48.70M
8.22M 22.06M 27.86M
30.12M
24.33M
14.08M
41.28M
6.0622.30
15.70
14.66
41.54
23.92
17.50
16.40
31.00
6.94
33.01
17.53
19.34
10.00
25.59
121.70
OR 3597.0 SQ.MTS.
CANAL

R O A D
TO RAMNAGAR COLONY
TOCHITTOORTOWNROAD
TOGANNAPALLY
N
BUS DEPOT
187.9811
ATBUS DEPOT - I, CHITTOOR (BIT - 1)
PROPOSED BOT SITE
AREA : 6107 Sq.Yds.
PROPOSED BOT SITE
AREA: 61O7Sq.Yds.
127.30M
48.50M
11.00M
58.00M
66.00M
OR 5106.0 SQ.MTS.
BIT - 1
BIT - 1

R O A D
TO RAMNAGAR COLONY
TOCHITTOORTOWNROAD
TOGANNAPALLY
N
BUS DEPOT
ATBUS DEPOT - I, CHITTOOR ( BIT - 2)
PROPOSED BOT SITE
499'-2"M
OR 2674.O SQ.MTS.
100'
285'
167' 75'
48'
115'
PROPOSED BOT SITE
AREA : 3198.00 Sq.Yds.
AREA UNDER UTILISATION BY
DOORDARSHAN ON RENT BASIS
367'-10"
GARAGE GARAGE
159'
215'
BIT - 2

TOGANTAVURU
ROADTOPALAMANERU
ROAD
TOCHITTOORTOBANGALORE
N
LAY - OUT
269'-5"89'-7"
129'-11"
347'-1"
ATBUS DEPOT PALAMANERU - CHITTOOR DIST.
PROPOSED BOT SITE
AREA : 10743.00 Sq.Yds.
OR 8982.0 SQ.MTS.
PROPOSED BOT SITE
AREA : 10743.00 Sq.Yds.
N
279'
308'
178'
150'
112'
160'
115'150'
PROP. 40'-0" WIDE APPROACH
EXTG.DMS OFFICE

398'
72'-10"
97'-6"
BUS STATION
MAIN ROAD
TO TIRUPATHI
TOILETS
LAYOUT
N
BUS STATION AT VAYALPADU - CHITTOOR DIST.
PROPOSED BOT SITE
OR 2493.0 SQ.MTS.
PROPOSED BOT SITE
TO MADANAPALLY
IN
OUT
177'
243'
90'
157'

60'WIDEROAD
R
O
A
D
TO
BELLARY
TO
NEW
G
UNTAKAL
TOGUNTAKALTOGOOTY
BUS STATION
TOILETS
IN
OUT
DRIVEWAY
N
80'
AT BUS STATION GUNTAKAL - ANANTHAPUR DIST.
PROPOSED BOT SITE
AREA : 1448.00 SQ. YDS.
OR 1211.0 SQ.MTS.
PROPOSED BOT SITE
AREA : 1448.00 SQ. YDS.
102'
113'-9"
84'
67'
42'
74'
68'-9"

AT BUS DEPOT HINDUPUR (BIT - 1) - ANTP. DIST.
PROPOSED BOT SITE
BIT-1
OR 1680.0 SQ.MTS.
N
73.56M

AT BUS DEPOT HINDUPUR ( BIT - 2 ) - ANTP. DIST.
PROPOSED BOT SITE
OR 1400.0 SQ.MTS.
BIT-2
N
73.56

1 2 43
5 6 87 9 10 11121314
151617181920
BUS STATION
50'
OPEN
PLATFORMS
TOILET
BLOCK
N
8'
EXISTING SHOPS
EXISTING SHOPS
PROPOSED SHOPS
BUS DEPOT
IN
PASSENGERENTRY
TO KURNOOL
TO GUNTUR
LAYOUT
264'
AT BUS STATION NANDIKOTKUR - KURNOOL DIST.
PROPOSED BOT SITE
AREA : 3533.00 SQ. YDS.
OR 2954.0 SQ.MTS.
PROPOSED BOT SITE
AREA : 3533.00 SQ. YDS.
267'
120'
120'

SHELTER
65'X22'
BUS DEPOT
GARAGE
WASHINGP.F
STAFFQTRS.
CANTEEN
KITCHEN
D.M.S'OFFICE
TOILETS
PUMP ROOM
WELL
90'0"X50'0"
53'0"X30'0"
DINING
HALL
MAIN ROAD N.H. 18 TO KADAPAHTO NANDYAL
N
IN
ROAD
OLD BUS STATION
ANNEXURES
BUSSTATIO
N
TOILETS
DRIVEWAY
ROAD
ROAD
ROAD
PVT. RESIDENCE
IN
OUT
1
2
3
4
5
OPENPLATFORMS
PASSENGERENTRY
LAY OUT
6
7
8
9
10
78.50M
36.50M
AT BUS DEPOT ALLAGADDA - KURNOOL DIST.
OR 2364.0 SQ.MTS.
PROPOSED BOT SITE
49.40M
47.50M

154092688 rfp32sites

More Related Content

What's hot (13)

Viewers also liked (20)

Similar to 154092688 rfp32sites (20)

More from varsha nihanth lade (15)

Recently uploaded (20)

154092688 rfp32sites