International Level Cricket Stadium, Lucknow

DEVELOPMENT OF INTERNATIONAL CRICKET STADIUM CUM SPORTS COMPLEX IN LUCKNOW Under Integrated Urban Rejuvenation Plan ON DESIGN, FINANCE, BUILD, OPERATE AND MAINTAIN BASIS UNDER PUBLIC PRIVATE PARTNERSHIP (PPP)

REQUEST FOR QUALIFICATION CUM PROPOSAL DOCUMENT JANUARY 2009 Nodal Agency

AWAS BANDHU, UTTAR PRADESH, HOUSING & URBAN PLANNING DEPARTMENT, GOVERNMENT OF UTTAR PRADESH IST FLOOR, JANPATH MARKET, LUCKNOW-226001 TEL: 0522-2237161 FAX:0522-2612098, E-MAIL: [email protected] WEB: awas.up.nic.in Project Consultants

Darashaw & Company Private Limited

RFQ cum RFP for Design, Build, Finance, Operate and Transfer International Level Cricket Stadium cum Sports Complex in Lucknow

NOTICE INVITING REQUEST FOR QUALIFICATION CUM PROPOSAL Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh DEVELOPMENT OF INTERNATIONAL LEVEL CRICKET STADIUM CUM SPORTS COMPLEX IN LUCKNOW As Part Of IURP Uttar Pradesh, India on DBFOT basis Government of Uttar Pradesh proposes development of development of International level Cricket Stadium cum Sports Complex to be located near Amar Shaheed Path in Lucknow. UP Awas Bandhu is the nodal agency for the project. Under this a need to develop a world class Cricket Stadium cum Sports Complex along with a Sports academy in Lucknow was felt. The Project Site is located at Lucknow bypass, Amar Shaheed Peeth. The site has an area of 50 acres and it is situated in between Sultanpur road and Gomti river on Amar Shaheed Path. The site can also be approached through a service road next to Amar Shaheed Path. The site shall be given on lease for a period of 35 years. The development of the project is on Design-Build-Finance-Operate and Transfer (DBFOT) basis under which the developer will Design, Finance, Construct, Maintain and Operate the project. GoUP invites bids from the eligible developers either on their own or in consortium of up to four members, in response to this RFQ cum RFP document A pre bid meeting for the bidders who are interested in bidding for the above mentioned project will be held on 29.01.2009 hrs at Hotel Shangri La, New Delhi The Eligibility Criteria and other terms and conditions are given in RFQ cum RFP Document. The RFQ cum RFP may be obtained at the address given below on payment of Rs 25,000/- (Rupees Twenty Five Thousand only), through account payee Demand Draft in favour of Awas Bandhu payable at Lucknow.. The RFQ cum RFP may also be downloaded from the web http//awas.up.nic.in and submitted along with the Demand Draft as mentioned above. The last date for submission of RFQ cum RFP is 1300 Hrs on 12.02.2009.

For further details please contact The Executive Director, The Project Coordinator, Awas Bandhu, Uttar Pradesh, Darashaw & Company Pvt. Ltd. Housing & Urban Planning Department, 12th Floor, Regent Chambers, Government Of Uttar Pradesh 208, Nariman Point, Mumbai-400021 Ist Floor, Janpath Market, Lucknow-226001 Tel: 022-66388900 Fax: 022-67470549 Tel: 0522-2237161 Fax:0522-2612098, E-mail: [email protected] E-Mail: [email protected], Web : awas.up.nic.in

RFQ cum RFP – Volume I-Instruction to Bidders

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Disclaimer 1.

Though adequate care has been taken in the preparation of this RFQ cum RFP Document (Volumes I and II), the Bidder should satisfy himself that the Document is complete in all respects including its legal validity.

2.

Neither Awas Bandhu, UP nor their employees or consultants make any representation or warranty as to the accuracy, reliability or completeness of the information in this RFQ cum RFP (Volumes I and II) and it is not possible for Awas Bandhu, UP to consider the investment objectives, financial situation and particular needs of each party who reads or uses this document. Each prospective Bidder should conduct his own investigations and analysis and check the accuracy, reliability and completeness of the information in this RFQ cum RFP and obtain independent advice from appropriate sources.

3.

Neither Awas Bandhu, UP nor their employees or consultants will have any liability to any prospective bidder or any other person under the law of contract, tort, the principles of restitution or unjust enrichment or otherwise for any loss, expense or damage which may arise from or be incurred or suffered in connection with anything contained in this RFQ cum RFP, any matter deemed to form part of this RFQ cum RFP, the award of the Project, the project information and any other information supplied by or on behalf of Awas Bandhu UP, LDA or their employees, any consultants or otherwise arising in any way from the selection process.

4.

Awas Bandhu, UP reserves the right to reject any or all of the proposals submitted in response to this RFQ cum RFP at any stage without assigning any reasons whatsoever.

5.

Awas Bandhu, UP reserves the right to change any or all of the provisions of this RFQ cum RFP prior to Proposal Due Date. Such changes would be intimated to all the parties being issued this RFQ cum RFP.

6.

Awas Bandhu, UP reserves the right to change, modify, add to or alter the Selection Process including inclusion of additional evaluation criteria at later stage, which in no event shall be later than the Proposal Due Date. Any change in the Selection Process shall be intimated to all concerned parties.


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Table of Contents 1 RFQ cum RFP DOCUMENT 2 Salient Information 3 Abbreviations 4 Definitions 5 INTRODUCTION 5.1 Background of Lucknow 5.2 Scope of the Project 5.3 Cost of the Project 5.4 Commercial Consideration 5.5 Project Implementation Mechanism 6 INFORMATION AND INSTRUCTION TO BIDDERS 6.1 Scope of Application 6.2 Eligible Bidders 6.3 Changes in Consortium Composition 6.4 Number of Applications 6.5 Application Preparation Cost 6.6 Project Inspection and Site Visit 6.7 Right to Accept or Reject any or all Applications 6.8 Contents of RFQ cum RFP Document 6.9 Clarifications 6.10 Amendment of RFQ cum RFP 6.11 Language 6.12 Currency 6.13 Validity of Application 6.14 Format and Signing of Application 6.15 Sealing and Marking of Applications 6.16 Submission of Bid 6.17 Application Due Date 6.18 Late Applications 6.19 Modifications/ Substitution/ Withdrawal of Proposals 6.20 Evaluation of Application - Due Date 6.21 Evaluation of Application – Criteria 6.22 Evaluation of Application - Supporting Documents 6.23 Evaluation of Application - Right to Reject 6.24 Confidentiality 6.25 Tests of responsiveness 6.26 Clarifications 6.27 Qualification and Notification 6.28 RFP Documents 6.29 Fees of the Consultants 7 Other Instructions 7.1 General Provisions 7.2 Confidentiality 7.3 Communication between Bidders and Awas Bandhu, UP 7.4 Interpretation of Documents 7.5 Pre-Bid Conference RFQ cum RFP – Volume I-Instruction to Bidders

5 6 7 8 11 11 12 13 13 14 15 15 15 16 16 16 16 16 17 17 17 17 17 18 18 18 19 19 20 20 20 20 20 20 20 20 21 21 21 21 22 22 23 23 24 24 Page 3

RFQ cum RFP for Design, Build, Finance, Operate and Transfer International Level Cricket Stadium cum Sports Complex in Lucknow 7.6 Enquiries concerning the RFQ cum RFP / Draft Concession Agreement 7.7 Amendment of RFQ cum RFP 7.8 Submission of Bids 7.9 Bid Opening 7.10 Earnest Money Deposit 7.11 Performance Security 7.12 Sources of Funds 8 DESCRIPTION OF THE SELECTION PROCESS 8.1 CRITERIA FOR EVALUATION 8.2 Evaluation of Financial Proposal (Assessment of Envelope B) 9 RULES REGULATING THE CONSORTIUM 9.1 Consortium of Bidders 10 METHODOLOGY & CRITERIA FOR EVALUATION OF FINANCIAL BID (ENVELOPE B) 10.1 Financial Proposal Evaluation APPENDICES APPENDIX 1A APPENDIX 1B APPENDIX 2 APPENDIX 3 APPENDIX 4 BID RESPONSE SHEET 1 BID RESPONSE SHEET 2 APPENDIX 5 BID RESPONSE SHEET 3 BID RESPONSE SHEET 4 APPENDIX 6 APPENDIX 7 APPENDIX 8 APPENDIX 9A APPENDIX 9B APPENDIX 10 APPENDIX 11 APPENDIX-12 Consultancy and Success Fee Commitment APPENDIX-13 Format of Letter of Acceptance APPENDIX-14 Format of Letter of Commitment APPENDIX-15 Financial Proposal (Format for Information Submission) APPENDIX-16 Performa for Bank Guarantee for Performance Security EXHIBIT 1 ANNEXURE A - Project Site ANNEXURE B - Technical Schedule


25 25 25 26 26 27 28 29 29 32 33 33 35 35 37 38 39 40 41 43 44 45 46 46 47 48 49 51 52 53 54 56 57 58 60 62 63 65 67 68

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1

RFQ cum RFP DOCUMENT Schedule of Bidding Process (This RFQ cum RFP is issued to the applicant in response to the advertisement dated 22/01/2009) 1. Pre – Bid Meeting 2. Last date for receipt of queries 3.Last date for submission of RFQ Cum RFP

4.Date and time of Opening of RFQ cum RFP 5.Document Fees


29.01.2009 at 1100 hrs at Hotel Shangri La New Delhi 27.01.2009 at 1900 hrs 12.02.2009 at 1300 hrs at the office of the Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 12.02.2009 1400 hrs Rs. 25000 (Rupees Twenty Five Thousand), through account payee Demand Draft in favour of Awas Bandhu payable at Lucknow.

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Salient Information

Following are the salient aspects of information regarding this bid document (RFQ cum RFP): i.

This bid document comprises the following: a. Information to Bidders (Volume I) b. Draft Concession Agreement (Volume II) c. Technical Schedule (Volume II) TEFR is available with the Bid Documents for reference of the bidders.

ii.

The following shall be the Schedule of the Bidding Process. MILESTONE Issue of RFQ cum RFP Document to Bidders Last Date for request for clarifications/suggestions to be addressed at the Pre-Bid Meeting Pre Bid Meeting at 11:00 hrs

DATE 22.01.2009 27.01.2009 at 1900 hrs

29.01.2009 at Hotel Shangri La New Delhi Last Date for Submission up to 13:00 hrs. (Proposal Due 12.02.2009 at 1300 hrs at Date) the office of the Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Opening of Envelope A 12.02.2009 1400 hrs Opening of Envelope B 14.02.2009 1400 hrs


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Abbreviations

ABUP

Awas Bandhu, UP

BEC

Bid Evaluation Committee

COD

Commercial Operation Date

EMD

Earnest Money Deposit

EOI

Expression of Interest

EPC

Engineering, Procurement and Construction

FDI

Foreign Direct Investment

FAR

Floor Area Ratio

ECS

Equivalent Car Space

GoI

Government of India

GoUP

Government of Uttar Pradesh

Ha.

Hectare or Hectares

LCM

Lead Consortium Member

LOI

Letter of Intent

LOA

Letter of Award

LDA

Lucknow Development Authority

MOU

Memorandum of Understanding

RFP

Request for Proposal

SPV

Special Purpose Vehicle

UP

Uttar Pradesh

RFQ cum RFP – Volume I- Instruction to Bidder

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4

Definitions

Associates For a Bidding Company or a Consortium Member, only those entities would be “Associates” who control and is controlled by or is under the common control with such applicant/consortium member. Bid Document “Bid Document” shall mean any document issued by Awas Bandhu, UP as part of the Bid Process. Bid Process “Bid Process” shall mean various activities taken up by Awas Bandhu, UP leading up to the selection of the Successful Bidder/s. Bidder(s) “Bidder(s)” shall mean Bidding Company or Bidding Consortium that has submitted a Proposal in response to this RFP Document. Bidding Company “Bidding Company” shall mean a corporate entity (Public or Private Limited) registered under the Companies Act, 1956 or equivalent International law1 satisfying the basic eligibility criteria of bidding. Bid Validity Period “Bid Validity Period” shall mean the period stipulated in Clause 6.13 of Section 6 of this RFP Document, for which the Proposal submitted is valid. Bank “Bank” shall mean any SBI, Nationalised Bank and Indian Scheduled Commercial Bank whose networth is not less than Rs. 300 crores as on 31st March 2008. Consortium “Consortium” shall mean Group of Entities that have jointly submitted the proposal for the project. Consortium Member Each entity in the Bidding Consortium shall be referred to as a Consortium Member. Earnest Money Deposit “Earnest Money Deposit or Bid Security” shall have the meaning as referred in Section 7.10 of this document. Effective Date “Effective Date” means the date on which all the Conditions Precedent are satisfied or waived in writing by both the Parties as per the Concession Agreement. Floor Area Ratio Floor Area Ratio means the quotient of the floor space excluding the area specifically exempted from computation under these regulations that can be constructed in a plot to the plot area. 1

Relevant Act as applicable has to be provided along in Envelope A with extract of relevant sections attached to the Act.


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FAR = Total covered floor area on all floors Plot area Financial Bid / Financial Proposal “Financial Bid / Financial Proposal” shall mean the information submitted as per Appendix 15 of this document. Good Industry Practice Good Industry Practice shall mean practices, methods, techniques and standards as changed from time to time that are generally accepted for use in the infrastructure, construction and real estate industry or any other good industry practice which is relevant to the said project. Lead Member / Lead Consortium Member (LCM) In case of a Bidding Consortium, the Lead Member / Lead Consortium Member (LCM) shall be that Consortium Member vested with the prime responsibility of developing the Project and holding not less than 51% stake in the consortium. Letter of Acceptance “Letter of Acceptance” shall have a meaning as referred in Appendix 13 of this Document. It means Letter submitted by the bidder accepting the Award or Intention to Award the Project to the bidder. Letter of Commitment “Letter of Commitment” shall have a meaning as referred Appendix 14 of this Document. Project “Project” shall mean Design, Build, Finance, Operation and Transfer of International Level Cricket Stadium cum Sports Complex in Lucknow more specifically as mentioned under Clause 5.2 of Section 5. Project Site shall mean the area as given in annexure A. Proposal “Proposal” shall mean the Technical and Financial Proposal to be submitted by the Bidders in response to this Request for Qualification cum Request for Proposal. Proposal Due Date “Proposal Due Date” shall have the same meaning as referred to in Clause 6.17 section 6 of this Document. Responsiveness / Non-responsive “Responsiveness / Non-responsive” shall mean as referred in Clause 6.25 of Section 6 of this document. Request for Qualification cum Proposal (RFQ cum RFP) RFQ cum RFP – Volume I- Instruction to Bidder

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“Request for Qualification cum Proposal” shall mean this document issued to Bidders inviting the submission of “Proposal” to Design, Build, Finance, Operate and Transfer of International Level Cricket Stadium cum Sports Complex in Lucknow. Selection Process “Selection Process” shall have the same meaning as the 'Bid Process'. Subsidiary/Subsidiaries For a Bidding Company or a Consortium Member, Subsidiary / subsidiaries shall mean only those entities in which the Bidding Company / Consortium Member” hold(s) more than 50% of the voting securities directly. Successful Bidder The Successful Bidder shall mean the bidder who has been issued Letter of Intent by Awas Bandhu, UP and Letter of Award by LDA indicating him as the Successful Bidder.


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5

INTRODUCTION

5.1 Background of Lucknow Lucknow is the capital of India’s most populous state, Uttar Pradesh and is situated about 500 km southeast of New Delhi in the heart of the state. The city lies at an average altitude of 110 meters above mean sea level and generally slopes to the east. Lateral slopes are towards the River Gomti, which flows from north-west to south-east through the heart of the city, dividing it into the Trans-Gomti and Cis-Gomti regions. The position of the City as the only large urban centre amidst a number of small towns in the surrounding districts makes it an attractive destination for job seekers and people in need of education and health facilities. Lucknow is known for its cultural heritage. Some of the well-known historical buildings, which occupy a pride of place, include the Residency, Bara Imambara, Rumi Darwaza, Husainabad Imambara, the Picture Gallery, Sikandarabagh, Dilkusha Palace, Kaiserbagh Palace, the Hussainabad Clock Tower etc. Area of Lucknow is 337.5 Sq. Km. The present population is around 32 lakhs. It is well connected by air and rail connectivity is also very good with all the major stations in India. Lucknow Development Authority Lucknow Development Authority was established in 1974 under the Uttar Pradesh Urban Planning & Development Act 1973. LDA has progressed from small beginnings to embrace an overreaching authority in the development scenario of Lucknow. In consonance with the aspirations of modern India, LDA aims at coordinated and planned development of a historical city: to enable Lucknow to achieve pride of place as the worthy capital of the largest State of the country which has played a very important role in the Freedom Struggle, to extend urban infrastructure to absorb the pressures of a rapidly changing society, and to provide an environment which would enable the utmost satisfaction level of all sections of its inhabitants. To fulfil its role, the Authority seeks to coordinate in accordance with a comprehensive Master Plan along with the work of various other agencies involved in the creation and extension of urban infrastructure. Taking forward this development process and to redress the lack of International level Cricket Stadium cum Sports Complex in Lucknow of international standards in the State of UP, LDA has proposed to set-up same in its capital-Lucknow. RFQ cum RFP – Volume I- Instruction to Bidder

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5.2 Scope of the Project Government of Uttar Pradesh (GoUP) through Awas Bandhu, UP intends to undertake various infrastructure projects for implementation on Public Private Partnership (PPP) Mode under “Integrated Urban Rejuvenation Plan” (IURP) scheme for selected cities of the state. Projects to be developed on PPP mode are being identified, developed and implemented in various cities of Uttar Pradesh namely Lucknow, Kanpur, Ghaziabad, Meerut, Agra, Aligarh, Allahabad and Varanasi, Under this a need to develop a world class Cricket Stadium cum Sports Complex along with a Sports academy in Lucknow was felt. The Project Site is located at Lucknow bypass, Amar Shaheed Peeth. The site has an area of 50 acres and it is situated in between Sultanpur road and Gomti river on Amar Shaheed Path. The site can also be approached through a service road next to Amar Shaheed Path. The site shall be given on lease for a period of 35 years. The successful bidders shall Design, Build, Finance, Operate and Transfer the Cricket Stadium cum Sports Complex on the plot earmarked for the purpose over the concession period of 35 years, after which the facility will be transferred to the Concessioning Authority. The maximum allowable FAR is 0.025 as per the prevailing Development Control Regulations of LDA. Awas Bandhu, UP through this RFQcP invites the Pre-Qualified bidders to participate in the Bid to Design, Build, Finance, Operate and Transfer the Cricket Stadium cum Sports Complex in Lucknow. The successful bidder shall construct following facilities and get all the approvals for commercial operations within 24 months from the effective date: A. Minimum Development Obligations • The stadium shall be designed for a minimum seating capacity of 50,000 people • Car Parking for minimum 2500 ECS for above essential facilities shall be provided • Sports Complex shall have facility and necessary infrastructure for at least 5 different types of games that shall include badminton, basket ball\ valley ball, lawn tennis and shooting training. • An Olympic size (25 x 50 mt) swimming pool shall be provided within the sports complex • The sports complex shall have the seating capacity for 600 viewers • Support facilities and on site infrastructure like internal road network, lamp posts within the plot, fire fighting system, security cabins, landscaping and other services required for the entire facility. B. Optional component / facilities: The developer may also construct following optional facilities with prior approval of LDA: • • • •

A sports academy A club house or Gymnasium Restaurant Others


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All the facilities are to be developed as per the minimum quality standards set out for the purpose in the technical schedule appended as Annexure B with this document. While undertaking development of the Project, the Successful Bidder shall adhere to latest amended National Building Code of India, other relevant IS Codes and practices, Development Control Regulations, FAR Limits, statutory requirements, laws of land, the principles of good industry practices and any other norms as applicable from time to time. The successful bidder shall be responsible for all the clearances as may be required for the development and operations of the project. The project shall be ready for operation after taking all the clearance(s) within 24 months of the effective date.

5.3 Cost of the Project The project is estimated to cost Rs 313,00,00,000/-(Rupees Three Hundred and Thirteen Crores Only)

5.4 Commercial Consideration In consideration of the designated plot of land given on lease for a period of 35 years, the Successful bidder shall quote the land area for commercial use in acres. (The land is located adjacent to the proposed facility). The said land shall be given on 90 years lease. The land shall be given on lease to the Concessionaire on completion of the following milestone: Serial Number 1. 2.

3.

4

Minimum Development Obligation Percentage of land out of ----(Milestone) acres to be given on 90 years lease to the Concessionaire Stadium with minimum seating 50% capacity of 50,000 people Sports Complex with seating capacity 30% for 600 viewers with at least 5 different types of games that shall include badminton, basket ball\ valley ball, lawn tennis and shooting training. An Olympic size (25 x 50 mt) 10% swimming pool shall be provided within the sports complex Car Parking for minimum 2500 ECS for above essential facilities should be

10%

provided. Support facilities and on site infrastructure like internal road network, lamp posts within the plot, fire fighting system, security cabins, landscaping ffand other services required for the entire facility.


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The Concessioning Authority shall assure the conversion of land usage to Commercial, before the handover of the land to the Concessionaire. The conversion charges shall be borne by the Concessioning Authority. The maximum allowable FAR is 2.5 as per the prevailing Development Control Regulations of LDA. The Concessioning Authority or its authorized representative shall satisfy himself of the successful completion of each of the Milestone given above and then the Concessioning Authority shall provide peaceful possession of the land adjacent to the Project Site within 15 days of the completion of the each of Milestone as provided in the table above. The 90 years of lease period for the land shall start from the date of the handover of the land to the Concessionaire by the Concessioning Authority. Each time a separate lease deed shall be executed at the time of handover of the land to the Concessionaire. The Concessionaire shall pay to the Concessioning Authority a yearly token lease rental of Rs 1/- (Rupees One Only) per acre of land (on 50 acre earmarked for International Level Cricket Stadium cum Sports complex) for the entire concession period of 35 years. Bidders may please note that in case of failure of the bidder in completion of the project, as mentioned in the scope of work and as per the minimum standards and specifications as per the technical schedule appended with this document as Annexure B, within 24 months, the performance security furnished on the execution of the Agreement shall be forfeited by LDA and blacklisted, as per the Provision of the draft concession agreement. Additional measures as the Govt. may deem fit would be applicable on such a bidder. However, bidders may note that in case the work is being executed as per the minimum technical specifications in Annexure B but delayed due to Force Majeure Event as defined in the Draft Concession Agreement, the remedies pertaining to such Force Majeure Event shall be applicable as per the provisions in the Draft Concession Agreement.

5.5 Project Implementation Mechanism The successful bidder in case of a consortium shall form a Special Purpose Vehicle (SPV) in the form of limited company under Companies Act, 1956, registered in UP for the purpose of implementation of the project. The Concession Agreement shall be signed between the SPV and LDA. In case, the successful bidder is a single entity, the Concession Agreement shall be signed between the Single Entity and LDA. No SPV shall be formed in case Single Entity is the Successful Bidder.


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6

INFORMATION AND INSTRUCTION TO BIDDERS

6.1 Scope of Application 6.1.1

ABUP wishes to receive Applications from experienced and capable Bidders for proposal in respect of the Project(s).

6.2 Eligible Bidders 6.2.1

The Bidder may be a single company or a group of maximum 4 companies (hereinafter referred to as Consortium), coming together to implement the Project. The term Bidder used hereinafter would therefore apply to both a single entity and/or a Consortium.

6.2.2

The Bidder should submit a Power of Attorney as per the format enclosed at Appendix 1A, authorizing the signatory of the Application to commit the Bidder.

6.2.3

Applications submitted by a Consortium should comply with the following additional requirements:

a. Number of members in a consortium would be limited to maximum of 4; b. The Application should contain the information required for each member of the Consortium c. The purchaser of the RFQ CUM RFP document must be the Bidder itself or member of the consortium submitting the application. d. An individual Bidder cannot at the same time be member of a Consortium applying for this Project. Further, a member of a particular Consortium cannot be member of any other Consortium applying for this Project; an undertaking towards this end needs to be submitted by all members. e. Members of the Consortium shall nominate one member as the Lead Member. The nomination shall be supported by a Power of Attorney as per the format enclosed at Appendix 1B f.

Members of the Consortium shall enter into a Memorandum of Understanding (MOU) as per the format enclosed at Appendix 10 and duly notarized for the purpose of making the Application and submitting a Proposal. The MOU shall, inter alia: i. Convey the intent to form a Special Purpose Vehicle with shareholding commitment(s) as stipulated in this document, which would enter into the Concession Agreements and subsequently carry out all the responsibilities as Concessionaire in terms of the Concession Agreement, in case the Concession to undertake the Project is awarded to the Bidder. ii. Clearly outline the proposed roles and responsibilities of each member in case of Consortium at each stage, iii. Commit the minimum equity stake as stipulated, and iv. include a statement to the effect that all members of the Consortium shall be liable jointly severally for the execution of the Project in accordance with the terms of the Concession Agreement

g. In case of consortium, the Lead Member shall hold at least 51% share in the shareholding. h. The other members of the consortium shall hold a minimum of 11% share each in the shareholding.


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6.2.4

Notwithstanding anything stated elsewhere in this document, ABUP shall have the right to seek updated information from the Bidders to ensure their continued eligibility. Bidders shall provide evidence of their continued eligibility in a manner that is satisfactory to ABUP. Bidder may be disqualified if it is determined by the ABUP, at any stage of the process, that the Bidder will be unable to fulfill the requirements of the Project or fails to continue to satisfy the Eligibility Criteria. Supplementary information or documentations may be sought from Bidders at any time and must so be provided within a reasonable time frame as stipulated by ABUP.

6.2.5

Any entity which has been barred or disqualified either by GOI or GOUP or their Departments or agencies from participating in projects (BOT or otherwise) and such disqualification subsists as on the Application date, would not be eligible to submit an Application, either individually or as member of a Consortium. Bidder to submit an affidavit to this effect.

6.3 Changes in Consortium Composition No change in Consortium Members shall be allowed till the completion of the project or a minimum of 3 years (whichever is later). However, the Lead Consortium Member shall not be allowed to be changed over the entire Concession Period and shall continue to hold 51% stake in the Consortium till the end of Concession Period. 6.4 Number of Applications Each Bidder shall submit only one (1) Application in response to this RFQ cum RFP. Any Bidder, which submits or participates in more than one Application will be disqualified and will also cause the disqualification of the Consortiums / Bidder of which it is a member as the case may be. 6.5 Application Preparation Cost The Bidder shall be responsible for all of the costs associated with the preparation of its Application and its participation in the Selection process. ABUP will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of the qualification process. 6.6 Project Inspection and Site Visit 6.6.1 It is desirable that each Bidder submits its Application after inspecting the sites; and ascertaining for itself the location, surroundings, access, transport, right of way or any other matter considered relevant by it. 6.6.2 Site visit may be facilitated by ABUP. A prospective Bidder may notify ABUP in writing 3 days prior to planned visit. ABUP would endeavor to facilitate the site visit depending upon the availability of the concerned officials. 6.6.3 It would be deemed that by submitting the Application, Bidder has: (a) Made a complete and careful examination of the RFQ CUM RFP and (b) Received all relevant information requested from ABUP. 6.6.4 ABUP shall not be liable for any mistake or error on the part of the Bidder in respect of the above. 6.7 Right to Accept or Reject any or all Applications 6.7.1

Notwithstanding anything contained in this RFQ cum RFP, ABUP reserves the right to accept or reject any Application and to annul the bidding process and reject all Applications / Proposals, at any time without any liability or any obligation for such acceptance, rejection or annulment, without assigning any reasons.


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6.7.2

ABUP reserves the right to reject any Application if:

(a) At any time, a material misrepresentation is made or uncovered, or (b) The bidder does not respond promptly and thoroughly to requests for supplemental information required for the evaluation of the Application. Such misrepresentation / improper response would lead to the disqualification of the Bidder. If the Bidder is a Consortium, then the entire Consortium would be disqualified / rejected. 6.8 Contents of RFQ cum RFP Document The RFQ cum RFP Document comprises the contents as given in the Table of Contents and would additionally include any Addenda issued in accordance with the provisions of this Document. 6.9 Clarifications Interested parties may address their queries relating to the RFQ cum RFP Document by email only at [email protected] with a mandatory copy to consultants at [email protected]. The queries should reach the above latest by 1900 hrs on 27.01.2009. ABUP would endeavour to respond to the queries by the date mentioned in the Schedule of Bidding Process. The responses will be sent by fax/ email. 6.10 Amendment of RFQ cum RFP 6.10.1

At any time prior to the deadline for submission of Application, ABUP may, for any reason, whether at its own initiative or in response to clarifications requested by any Bidder, modify the RFQ cum RFP Document by the issuance of an Addendum.

6.10.2 Any Addendum thus issued will be sent in writing to all those who have purchased the RFQ cum RFP Document and shall also be uploaded on www.awas.up.nic.in 6.11 Language The Application and all related correspondence and documents should be written in the English language. Supporting documents and printed literature furnished by Bidder with the Application may be in any other language provided that they are accompanied by appropriate translations of the pertinent passages in the English language duly certified appropriately. Supporting materials, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Application, the English language translation shall prevail. 6.12 Currency The currency for the purpose of the Application shall be the Indian Rupee (INR). The conversion to Indian Rupees shall be clearly indicated in the Appendix 4. In all such cases, the original figures in the relevant foreign currency and the INR equivalent thereof must be given. The exchange rate(s) applied shall be clearly stated. The conversion to Indian Rupees shall be based on the closing exchange rate published by the Reserve Bank of India as on 31st December 2008. ABUP reserves the right to use any other suitable exchange rate for the purposes of uniform evaluation for all Bidders.


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613 Validity of Application Applications shall remain valid for a period not less than 180 days from the Application Due Date. ABUP reserves the right to reject any Application, which does not meet this requirement. 6.14 Format and Signing of Application 6.14.1 The Bidder would provide all the information as per this RFQ cum RFP Document. ABUP would evaluate only those Applications that are received in the required format and are complete in all respects. 6.14.2 The Bidder shall prepare one original of the documents comprising the Application and clearly marked "ORIGINAL". In addition, the Bidder shall make two copies of the Application, clearly marked "COPY". In the event of any discrepancy between the original and the copies, the original shall prevail. 6.14.3 The Application and its copies shall be typed or written in indelible ink and each page shall be initialled and stamped by the Bidder. All the alterations, omissions, additions, or any other amendments made to the Application shall be initialled by the person(s) signing the Application. 6.15 Sealing and Marking of Applications 6.15.1The First Envelope should be marked as Envelope A ( original and copy) and shall contain: a) Power of Attorney for the signing authority as per the format enclosed at Appendix 1A, b) Power of Attorney for the Lead member of the consortium as per the format enclosed at Appendix 1B, in case of Consortium; c) Bidder details (Appendix 2) d) Application in the prescribed format (Appendix 3) along with supporting documents; e) Completed Format for Experience as in Appendix 4 (BRS 1 to 2), along with supporting documents. f)

Completed Format for Financial Capability Evaluation as in Appendix 5 (BRS3 &4) and Appendix 7, along with supporting documents.

g) Format of Anti collusion certificate as in Appendix 8. h) Format of Project Undertaking as in Appendix 9A. i)

In case of a Consortium, an undertaking from each member of Consortium certifying that it is an exclusive member of that particular consortium alone and not a member of any other consortium nor an independent Bidder, bidding for this project and has submitted only one (1) Application in response to this RFQ CUM RFP. (Appendix 9B)

j)

MOU in case of a Consortium (Appendix 10);

k) Earnest Money Deposit l) Letter of Undertaking for the success fee of 1% of the Project Cost net of taxes, and Consultancy Fees as per Appendix-12 RFQ cum RFP – Volume I- Instruction to Bidder

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m) Letter of Acceptance as per Appendix-13 n) Letter of Commitment as per Appendix-14 o) Documentary evidence, if applicable, relating to experience of group companies/associates as per clause 8.1.2. 6.15.2 The second Envelope should be marked as Envelope B and shall include: • Financial Proposal as per Appendix-15. Please note that Awas Bandhu, UP retains the right to ask for any further information/ clarification during the Bid Process. 6.15.3 The Bidder shall also enclose in a separate envelope, enclosed in the outer envelope, a demand draft for Rs 25,000/- (Rupees Twenty Five Thousand Only), through account payee Demand Draft in favour of Awas Bandhu payable at Lucknow on any scheduled bank towards non refundable Document Fee. Application unaccompanied by this demand draft will not be considered for evaluation and shortlisting.

6.16

Submission of Bid

Both the Envelopes A and B shall be put together in one envelope and be sealed properly. The Bidder

shall seal the original and copy duly marking the envelopes as "ORIGINAL" and "COPY" the envelopes shall then be sealed in an outer envelope superscribing “RFQ cum RFP for DEVELOPMENT OF International Level Cricket Stadium cum Sports Complex in Lucknow UTTAR PRADESH” and also the name(s) of bidder/consortium The envelope shall be addressed to: The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India Tel: 0522-2237161 Fax:0522-2612098, E-Mail: [email protected], Web: awas.up.nic.in

6.16.1

If the envelope is not sealed and marked as instructed above, ABUP assumes no responsibility for the misplacement or premature opening of the contents of the Application submitted.

6.17 Application Due Date Applications should be submitted before 1300 hours IST on the Application Due Date mentioned in the Schedule of Bidding Process, at the address provided above in the manner and form as detailed in this RFQ cum RFP. Applications submitted by either facsimile transmission, telex or e-mail will not be considered for evaluation and short listing. However ABUP reserves the right to extend the Application Due Date and Time, at any time prior to opening of RFQ cum RFP Applications; in such cases the applications received prior to such extension shall not be opened. Further if the RFQ cum RFP document is materially modified along/during such extended period, the RFQ cum RFP application received prior to extension shall be returned to the applicants and appropriate time shall be allowed for resubmission of the Applications.


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6.18 Late Applications Applications received after the Application Due Date shall not be considered, 6.19 Modifications/ Substitution/ Withdrawal of Proposals The Bidder may modify, substitute or withdraw its Proposal after submission, provided that written notice of the modification, substitution or withdrawal is received by ABUP before the Proposal Due Date and time. No Proposal shall be modified or substituted or withdrawn by the Bidder after the Proposal Due Date and time 6.20 Evaluation of Application - Due Date ABUP would open the Applications after 1400 hours IST on the Application Due Date mentioned in the Schedule of Bidding Process, for the purpose of evaluation. 6.21 Evaluation of Application - Criteria ABUP would subsequently examine and evaluate Applications in Accordance with the criteria set out in Section 8. 6.22 Evaluation of Application - Supporting Documents ABUP reserves the right to call for supporting documentation to verify the data provided by Bidders, at any time during the bidding process. The Bidder in such cases would need to provide the requested clarification / documents promptly and within the stipulated time failing which the Bidder is liable to be disqualified at any stage of the bidding process. 6.23 Evaluation of Application - Right to Reject ABUP reserves the right to reject any Application if: (a) At any time, a material misrepresentation is made or uncovered; or (b) The Bidder does not respond promptly and thoroughly to requests for supplemental information required for the evaluation of the Application. 6.24 Confidentiality Information relating to the examination, clarification, evaluation, and recommendation for the short-listed Bidders shall not be disclosed to any person not officially concerned with the process. ABUP will treat all information submitted as part of Application in confidence and would require all those who have access to such material to treat the same in confidence. ABUP will not divulge any such information unless it is ordered to do so by any authority that has the power under law to require its disclosure. 6.25 Tests of responsiveness 6.25.1 Prior to evaluation of Applications, ABUP will determine whether each Application is responsive to the requirements of the RFQ cum RFP. An Application shall be considered responsive if the Application: a) is received by the Application Due Date (Clause 6.17) including any extension thereof pursuant to Clause 6.17 b) is accompanied by MOU in case of a Consortium ( Appendix 10), if applicable, duly supported by Board resolution and charter documents c) contains information required as per Appendix 3, 4(BRS 1 to2), 5(BRS 3 to 4) and 7. RFQ cum RFP – Volume I- Instruction to Bidder

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d) It is accompanied by Bid Document Fee of Rs. 25,000/e) It is accompanied by a valid Earnest Money Deposit ; f) Letter of Undertaking for the Success fee of 1% of project cost (net of taxes) to the consultants and Consultancy Fees as per Appendix-12 g) Letter of Acceptance as per Appendix-13 h) Letter of Commitment as per Appendix-14 i) Contains all the documents which were to be submitted as per the provisions of Section 6.15 of this Document. ABUP reserves the right to reject any Application which is non-responsive and no request for alteration, modification, substitution or withdrawal shall be entertained by ABUP in respect of such Applications. 6.26 Clarifications To facilitate evaluation of Applications, ABUP may at its sole discretion, seek clarifications in writing from any Bidder regarding its Application. 6.27 Qualification and Notification

After the evaluation of Applications, ABUP would announce a list of successful Bidders (Bidders) who meet the Qualification Criteria. At the same time, ABUP would notify the other Bidders that their Applications have been unsuccessful. 6.28 RFQ cum RFP Document This RFQ cum RFP Documents contain the following: Volume I

-

Instruction to Bidders

Volume II

-

Draft Concession Agreement, Technical Schedule

TEFR is available with the above documents for the reference of the bidder. However the bidder has to conduct his own feasibility before submitting the bids. 6.29 Fees of the Consultants Darashaw & Co Pvt Ltd has been appointed as a Consultant to assist Awas Bandhu, UP in handling the bid process management for the selection of the Successful bidder. The Success Fee of 1% of the project cost exclusive of taxes at applicable rates has been agreed by Awas Bandhu UP, to be paid to Darashaw & Co Pvt Ltd for providing the above mentioned advisory services. The Success Fee shall be net of all taxes (1% of Project Cost is net of all taxes). Every bidder shall therefore submit along with the Proposal, an undertaking as per Appendix-12 for the Success Fees of the Consultants (calculated at the rate of 1% of the project cost as mentioned in Section 5.3 of this RFQ cum RFP document, plus taxes as applicable) and the Consultancy fees of Rs. 1, 00,000/- (Rupees One Lakh only) to be reimbursed to Awas Bandhu, UP. This success fee shall be paid in the form of a Demand Draft issued by a Bank in favour of Darashaw & Co Pvt Ltd. Such a Demand Draft shall be extendable for a further period of 6 months by replacing it with a fresh Demand Draft after 5 months of its issue if required and asked by Awas Bandhu, UP due to delay in signing of Concession Agreement or otherwise beyond a period of 5 months from the date of issue of the said Demand Draft. The Success Fee in the form of Demand Draft shall be handed over to Awas Bandhu, UP by the RFQ cum RFP – Volume I- Instruction to Bidder

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Successful Bidder before the signing of the Concession Agreement. The successful bidder shall pay and deposit the amount of withholding or other taxes to the credit of the relevant tax authorities and issue a certificate of deduction and payment to Darashaw & Company Private Ltd. The Consultancy Fee of Rs. 1,00,000/- (Rupees One Lakh only) paid by Awas Bandhu,UP to the Consultants will be reimbursed by the bidder to Awas Bandhu, UP within 2 weeks of signing the concession agreement between LDA and Bidder, on receipt of invoice from Awas Bandhu, UP.

7.1 7.1.1

General Provisions Non-Discriminatory and Transparent Bidding Proceedings

Awas Bandhu, UP shall ensure that the rules for the Bid Process for the Project are applied in a nondiscriminatory, transparent and objective manner. Awas Bandhu, UP shall not provide to any Bidder, information with regard to the Project or the Bidding Process, which may have the effect of restricting competition.

7.1.2

Prohibition against Collusion with other Bidder

Each Bidder shall warrant by its Bid that the contents of its Bid have been arrived at independently. Any Bid which has been arrived at through consultation, collusion, or understanding with any other prospective Bidder for the purpose of restricting competition shall be deemed to be invalid and the Bidder shall lose its Earnest Money Deposit. The anti-collusion certificate submitted at the time of submission of RFQ CUM RFP shall be applicable.

7.1.3

Inducements

Any effort by a Bidder to influence processing of Bids or award decision by Awas Bandhu, UP or any officer, agent or Advisor thereof may result in the rejection of such Bidder’s Bid. In such a rejection of Bid, the Bidder shall lose its Earnest Money Deposit.


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7.2

Confidentiality

7.2.1

Awas Bandhu, UP shall treat all Bids and other documents, information and solutions submitted by

Bidders as confidential, and shall take all reasonable precautions that all those who have access to such material, treat this in confidence. Awas Bandhu, UP will not divulge any such information unless it is ordered to do so by any authority, which has the power to require its release. 7.2.2

Each Bidder shall, whether or not it submits a Bid, treat the RFP Documents and other documents,

information and solutions provided by Awas Bandhu, UP in connection with the Project or the bidding proceedings as confidential for a period of five (5) years from the issuance of the RFP Documents. During this period, the Bidder shall not disclose or utilize any such documents, information without the written approval of Awas Bandhu, UP or as required by law or any governmental authority. 7.2.3 Awas Bandhu, UP shall have the right to release the Bid information provided by the Bidders to its Advisors for the purpose of Bid evaluation and negotiations. Each Bidder shall have the right to release these RFP Documents and other Documents to its advisors and to financial institutions for the purpose of Bid preparation, negotiations and financing. Both Awas Bandhu, UP and the Bidder shall ensure that their Advisors and/ or financial institutions treat this information in confidence. 7.2.4

Any information relating to examination, clarification, evaluation and comparison of bids and

recommendations for the award of a contract shall not be disclosed to Bidders or any other person not officially concerned with the Bid Process until the award to the Successful Bidder has been communicated, except of reasons of public transparency.

7.3

Communication between Bidders and Awas Bandhu, UP

All communication, unless specified otherwise, on these RFP Documents to Awas Bandhu, UP shall be addressed to: The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Tel: 0522-2237161 Fax:0522-2612098, E-Mail: [email protected] Web: http://awas.up.nic.in All communication to the Bidder shall be sent to the Authorised Representative & Signatory at the addresses mentioned in the covering letters to this RFP, unless Awas Bandhu, UP is advised otherwise.


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7.4

Interpretation of Documents

Awas Bandhu, UP will have the sole discretion in relation to: • The interpretation of this RFP, the Proposals and any documentation provided in support of the Proposals; and • All decisions in relation to the evaluation and ranking of Proposals, whether or not to request for any clarifications or additional information from Bidder in relation to its Proposal and the selection of the Successful Bidder. • Awas Bandhu, UP will have no obligation to explain its interpretation of this RFP, the Proposals or their supporting documentation and information or to explain the evaluation process, ranking process or the selection of the Successful Bidder.

7.5

Pre-Bid Conference

7.5.1 Awas Bandhu, UP will hold a Pre-Bid Conference on 29th January 2009 in Delhi at Hotel Shangri La in order to clarify and discuss any provision or requirements with respect to technical/ commercial parameters of the Project, these RFP Documents or any other related issues. Decisions communicated to bidders after pre-bid or otherwise shall become part of the RFP documents. 7.5.2 Attendance of the Bidder at the Pre-Bid Conference is not mandatory. However, subsequent to the date of the Pre-Bid Conference, Awas Bandhu, UP may not respond to questions or inquiries from any Bidder.


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7.6

Enquiries concerning the RFQ cum RFP & Draft Concession Agreement

7.6.1

To make the Pre-Bid Conference more productive, Awas Bandhu, UP encourages a careful review of these RFP Documents and preparation of the observations/ comments by the Bidder. The Bidder should send their comments in writing at least 3 days prior to the date of Pre-Bid Conference. Inquiries/ comments received after the set time limit may not be addressed at the Pre-Bid Conference by Awas Bandhu, UP.

7.6.2

Awas Bandhu, UP at its discretion, may respond to inquiries submitted by any Bidder after the date of the Pre-Bid Conference. Such a response will be sent in writing to all the Bidders and will qualify as an “Addendum”.

7.6.3

All inquiries should be submitted to the Awas Bandhu, UP in writing by e-mail to [email protected] with a copy marked to [email protected]

7.6.4

No interpretation, revision or other communication regarding this solicitation is valid unless in writing and is signed by an officer so designated by the Executive Director of Awas Bandhu, UP. Written copies of Awas Bandhu, UP responses, including a description of the inquiry but without identifying its source, will be sent to all the Bidder(s) and will qualify as an “Addendum”

7.7

Amendment of RFQ cum RFP

7.7.1

On its own initiative or on the basis of the Pre-Bid Conference and any further discussions with any/ all Bidder(s), Awas Bandhu, UP may at its own discretion make changes in the technical/commercial parameters for the Project, which would be common for all the Bidders. Such changes in the technical / commercial parameters of the Project will qualify as an “Addendum”.

7.7.2

The Addendum will be posted on the website of Awas Bandhu, UP http://awas.up.nic.in and will be binding on the bidders. Each such Addendum shall become part of the RFP Documents.

7.7.3

In order to offer prospective Bidders a reasonable time to take into account an Addendum while preparing their Proposals, or for any other reason, Awas Bandhu, UP may, at its discretion, extend the Proposal Due Date.

7.8

Submission of Bids

7.8.1 • • • •

Document Fee The Bidder shall submit Document Fee of Rs. 25,000/- (Rupees Twenty Five Thousand only) along with the Proposal. The Bid Document Fee shall be in the form of a Demand Draft in favour of Awas Bandhu, UP, payable at Lucknow. The Bid Document Fee is non-refundable. Bids not accompanied by Bid Document Fee shall be rejected.


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7.9

Bid Opening •

All Bids received by Awas Bandhu, UP will remain sealed and unopened in Awas Bandhu, UP’s possession until the Proposal Due Date. Awas Bandhu, UP shall open all Bids, received on or prior to the Proposal Due Date mentioned under Schedule of Selection Process or on any date as extended by Awas Bandhu, UP and communicated to the bidders. The Bids shall be opened in the presence of Bidders’ representatives, who choose to attend. Bidders’ representatives attending the Bid Opening shall register to evidence their presence.

•

The following information will be announced at the Bid Opening and recorded:  Bidder’s names  Names of Consortium Members

•

After the Bid Opening, information relating to the examination, clarification and evaluation of Bids and recommendations concerning the Bid Award shall not be disclosed.

7.10 Earnest Money Deposit •

The Bidder shall submit an Earnest Money Deposit (EMD) for an amount of Rs. 3,13,00,000/- (Rs. Three Crores Thirteen Lakhs only) along with its Proposal.

•

The Earnest Money Deposit shall be in the form of Bank Guarantee (in the format prescribed in the RFP) in favour of ABUP from SBI or any Nationalised Bank or Indian Scheduled Commercial Bank whose networth is not less than Rs. 300 crores as on 31st March 2008 as per Section 4.

•

The EMD shall be valid for a minimum period of 90 days more than Bid Validity Period. Upon any extension of the Bid Validity Period, the validity of the EMD shall be extended by the corresponding period.

•

Awas Bandhu, UP shall have the right to reject the Proposal, which does not include the Earnest Money Deposit as non-responsive.

•

The EMD of Unsuccessful Bidders, except the second successful bidder will be returned within a period of ten (10) days from the date of acceptance of Letter of Intent by the Successful Bidder. However, the EMD of second successful bidder shall be returned on signing of the concession agreement by the successful bidder. The EMD of the Successful Bidder shall be returned on submission of Performance Security by the Successful Bidder to the Concessioning Authority. In addition to the above, Awas Bandhu, UP will promptly release EMD of all the Bidders in the event Awas Bandhu, UP decides to terminate the Bidding Process.

• •

•

The EMD shall be forfeited by Awas Bandhu, UP, in any of the following case:


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   

The Bidder withdraws his bid after the Proposal Due Date Successful Bidder fails to accept Letter of Intent Successful Bidder fails to submit the Performance Security or As per the provisions of Draft Concession Agreement

7.11 Performance Security The Successful Bidder shall for due and faithful performance of its obligations during the Project completion, provide to LDA a performance security of Rs. 15,65,00,000/- (Rupees Fifteen Crore Sixty Five lakhs only) in the form of Bank Guarantee (in the format prescribed in Appendix-16) from SBI or any Nationalised Bank or Indian Scheduled Commercial Bank whose networth is not less than Rs. 300 crores as on 31st March 2008 as per Section 4. The performance security shall be provided within 15 days of issue of Letter of Award by LDA. The Performance Security shall be released to the Successful Bidder as per provisions of the Draft Concession Agreement as follow: The Performance Security in the form of bank guarantee shall remain in force and effect beyond the period of six months from the date of the expiry of the Concession Period. It shall be duly discharged and released to the Concessionaire beyond the period of six months from the date of the expiry of Concession Period and transfer of the International level Cricket Stadium cum Sports Complex to LDA. The performance security in the form of bank guarantee shall be renewed every year beyond the period of six months from the date of the expiry of the Concession Period by the Concessionaire. If the Agreement is terminated due to any event other than a Concessionaire Event of Default, the Performance Security shall, subject to the Concessioning Authority’s right to receive or recover amounts, if any, due from the Concessionaire under this Agreement, be duly discharged and released to the Concessionaire. Upon occurrence of a Concessionaire Default, the Concessioning Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to invoke and appropriate the relevant amounts from the Performance Security as Damages for such Concessionaire Default. Upon such invocation and appropriation from the Performance Security, the Concessionaire shall, within 15 (fifteen) days thereof, replenish, in case of partial appropriation, the Performance Security to its original level, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, and the Concessionaire shall, within the time so granted, replenish or furnish fresh Performance Security as aforesaid failing which the Concessioning Authority shall be entitled to terminate this Agreement in accordance with Article 13 of the Concession Agreement. In case the successful bidder fails to furnish the Performance Security within the stipulated time as mentioned herein, the LOA shall stand void and LOI may be issued to the second successful bidder. RFQ cum RFP – Volume I- Instruction to Bidder

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7.12 Sources of Funds The responsibility to raise funds for the Project would rest with the Successful Bidder.


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8

DESCRIPTION OF THE SELECTION PROCESS

8.1

CRITERIA FOR EVALUATION

8.1.1 Evaluation Parameters The Bidder's competence and capability is proposed to be established by the following parameters: (a) Technical Experience (b) Financial capability factor, in terms of: i. Turn over ii. Net worth iii. Net cash accruals On each of these parameters, the Bidder would be required to meet the evaluation criteria as detailed in this Section. Bidders meeting all the criteria only will be qualified for further evaluation of the Proposal. 8.1.2 Eligible Experience Technical Experience For the purpose of this RFQ cum RFP, the applicant which could be single entity or the consortium shall be evaluated on the following: (i) (ii)

Development or construction of Core infrastructure projects (either individually or as a consortium member) Development or construction of Similar Infrastructure projects (either individually or as a consortium member) each having a minimum project cost of Rupees 31 crores

Eligible project: a) Projects awarded/awarded and under execution/completed during the last seven financial years, not before 31st March 2001, shall only be considered. b) Only eligible projects should be considered for category (i) above for estimation of the technical experience. An eligible project would have minimum project cost of at least Rupees 39 crores. For such category (i) evaluation, core infrastructure projects would mean national highways and expressway, airports, refineries and pipelines thereof, railways, ports, power, telecom, industrial parks, SEZs, Group Housing and Integrated/Hi-tech Township. (c) More weightage will be given to experience of similar kind of infrastructure projects than to experience of infrastructure projects. Similar kind of infrastructure: Construction and/or Operation of Cricket Stadium, Sports Academy, Sports Stadium. (d) Experience as a consortium member will be considered in proportion to the equity holding in the project at the time of execution /construction of the Project. Documentary evidence in the form of a CA certificate (Appendix 4) must be submitted along with the proposal: a) a certificate from the appropriate authorities of respective clients should be submitted in support of the above in case of completed projects. b) Relevant pages of the Contract Agreement in projects which are awarded and under execution as per clause 8.1.2 (a). Relevant pages shall mean the Preamble of this CA detailing the Parties and the last pages detailing the signatories. RFQ cum RFP – Volume I- Instruction to Bidder

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c) A copy of the Work Order/Letter of Award in cases where the work has been awarded within three months before the RFQ CUM RFP application due date. 8.1.3 Details of Experience The Bidder should furnish details of technical experience as on the date of submission of RFQ cum RFP as per Appendix 4, Bid Response Sheet No. 1. The Bidder must provide the necessary project specific information as per Appendix 4, Bid Response Sheet No. 2. 8.1.4

Financial Capability

The financial capability of the bidder / consortium will be evaluated on the basis of (a) Turnover (b) Net Worth and (c) Net Cash accruals The Bidders should provide information regarding the above based on audited annual accounts. The Application must be accompanied by the audited Balance Sheet and Profit and Loss Account of the Bidder (of each member in case of a consortium) as per Appendix 5 for the last three (3) Financial Years not prior to 2004-05. 8.1.5 Evaluation Criteria for Financial Capability For the purpose of Qualification, the applicant – a single entity or a consortium should demonstrate the Threshold Financial Capability measured on the following criteria: 1. Minimum Turnover of Rs. 104 crores in each of the last three financial years not earlier than 2004-05 2. Minimum Net worth of Rs. 63 Crores as on 31st March 2008 as certified by Chartered Accountant. 3. Minimum Average Annual Net Cash Accruals of Rs. 31 Crores during the last three (3) financial years not prior to 2004-05 4. Single entity bidder and all members of the consortium, if applicable, should be profit-making concerns for the last 3 yrs not prior to 2004-05. 8.1.6 Special Conditions for a Consortium In case the Bidder is a Consortium, turnover, net worth and net cash accruals would be taken as an arithmetic sum of net worth, turnover and net cash accruals of each member of the Consortium, calculated in the ratio of their stake in the consortium/JV. The Consortium would be required to meet the threshold criteria on the basis of aggregate figures subject to provisions of this Clause . 8.1.7 Evaluation methodology The technical and financial capacity of the bidder will be evaluated as per following: S.No 1.

Criteria Technical criteria

Marks 65%


Marking System

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1a.

Core infrastructure

30 marks

1b.

Similar infrastructure

35 marks

2 2a.

Financial criteria Networth

35% 15 marks

2b.

Turnover

10 marks

2c.

Average Net Cash accruals

10 marks

Number of eligible 3 marks for initial projects – 15 marks project and 1.5 marks for every addl project. Cumulative cost- 1.5 marks for 15 marks initial Rs 39 crores and 0.75 marks for every addl. comleted Rs. 39 crs. or 0.50 marks for every other addl. Rs. 39 crs. Number of eligible 4 marks for initial projects – 20 marks project and 2 marks for every addl project. Cumulative cost- 3 marks for initial 15 marks Rs 31 crores and 2 marks for every completed addl Rs. 31 crs or 1.5 marks for every other addl. Rs. 31 crs. 10 marks for the initial Rs 63 crores and 5 marks for addl Rs. 63 crs 7 marks for the initial Rs 104 crores and 3 marks for addl Rs 104 crs 7 marks for the initial Rs 63 crores and 3 marks for addl Rs. 63 crs

8.1.8 For evaluation of technical experience as per clause 8.1.2 and of financial capability as per clause 8.1.5, the financial and technical capabilities of the group companies/associates shall also be considered (for Projects costing Rs.300.00 cr or more). For these purposes group companies/associates shall mean the following “For the purposes hereof, associate means, in relation to the applicant/consortium member a person who controls and is controlled by or is under the common control with such applicant/consortium member. As used in this definition, the expression ‘control’ means, with respect to a person, which is company or corporation, the ownership, directly or indirectly of more than 50% 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 a person, whether by operation of law or by contract or otherwise”.


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In case the RFQ CUM RFP applicant claims the technical and/or financial capacity of its group companies/associates, the applicant shall necessarily submit documentary evidence in proof of such claims. Such documentary evidence shall consist of CA certificates to support such capacity and also to establish requisite “Control” relationship as defined in 8.1.8 above. 8.1.9 The scores for the technical and financial capacity evaluated as per clause 8.1.7 shall be added to arrive at combined score of each applicant against maximum total marks of 100. Applicants scoring 50% or more in the combined scores shall be eligible to be shortlisted for issuance of RFP.

8.2

Evaluation of Financial Proposal (Assessment of Envelope B)

Financial Proposal of the Bidders only who have secured 50 % or more marks (Clause 8.1.7) on the evaluation of envelop A would be evaluated. The evaluation criteria for assessment of the Financial Proposals are described in Section 10 of this RFQ cum RFP. In case of ambiguity between the amount in words and figures the former shall prevail.


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9

RULES REGULATING THE CONSORTIUM

The objective of this stage is to outline the Rules regarding the Consortium. The Envelope A shall contain the information in respect of the Bidder/Consortium as per Clause 6.15 of this RFP document. Following are the rules which shall guide the operation of the Consortium:

9.1 Consortium of Bidders 9.1.1

Rules Regulating the Participation of a Consortium of Companies

Awas Bandhu, UP may also consider a bid submitted by a consortium of companies subject to the following conditions: 1. The Consortium Members should not exceed four. 2. The foreign construction company / Developer may apply directly for the project or in association with Indian Partner subject to the prevailing GoI, FDI and Indian Laws. 3. The members of the Consortium must form a Special Purpose Vehicle (SPV) and submit an MoU to that extent as per Clause 6.2.3 (f) above. 4. The commercial arrangements and roles and responsibilities between the consortium partners should be specified in Memorandum of Understanding and duly executed copy of MOU should be submitted along with the proposal. The MOU to be entered into between the Consortium Members as per Appendix 10 of this RFP Document shall reflect the above. 5. The members of the consortium shall designate among themselves one member as “Lead Consortium Member”. 6. Lead Consortium Member shall hold a minimum of 51% equity in the SPV and each of the other Consortium Member shall hold a minimum of 11% in the SPV. 7. The Members of the Consortium shall execute Power of Attorney as per the format enclosed in Appendix 1B of RFQ cum RFP Document. 8. A bidder who has applied for a project in its individual capacity or as a part of a consortium cannot participate as a Member of any other Consortium applying for this Project.

9.1.2

Change in Composition of Consortium

There should be no change in the consortium structure after the submission of bid. If there are any changes in the consortium structure by any bidder, Awas Bandhu, UP reserves the right not to consider the change in the consortium and to reject such a bid. No change in Consortium Members shall be allowed till the completion of the project or a minimum of 3 years (whichever is later). However, the Lead Consortium Member shall not be allowed to be changed over the entire Concession Period and shall continue to hold 51% stake in the Consortium till the end of Concession Period.


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9.1.3

Other Conditions in Respect of Consortium

Each Consortium Member shall have a minimum of 11% stake in the SPV formed. None of the Consortium Member shall be allowed to dilute its stake till the completion of the project or a minimum of 3 years (whichever is later). Lead Consortium Member shall invest minimum 51% of the equity towards the project. Lead Consortium Member shall not be allowed to dilute its stake to a level below 51% upto the end of Concession Period. However, in case the Lead Consortium Member holds more than 51% stake in the Consortium, it may be allowed to dilute its stake in a manner such that it does not fall to a level below 51% and such dilution in stake shall not be allowed till the completion of the project or a minimum of 3 years (whichever is later). Any change in Consortium members may be allowed only if equal or better replacement is there. However, any change in consortium shall be at the discretion of the Concessioning Authority.


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10 METHODOLOGY & CRITERIA FOR EVALUATION OF FINANCIAL BID (ENVELOP B) 10.1 Financial Proposal Evaluation •

This part of the Request for Proposal provides information on the methodology that will be used to evaluate the Financial Proposals received.

•

The Project will be awarded to such Eligible Bidder, which submits a responsive Bid and offers to enter into a Draft Concession Agreement on the best financial terms with LDA.

•

These RFP Documents stipulate the minimum qualification for the Project. These RFP Documents may be amended or technical and financial parameters of the Project may be changed by Awas Bandhu, UP by issue of an Addendum. Such an Addendum will form part of these RFP Documents and would be common for all the Bidders. Bid Evaluation Committee reserves the right to reject the Proposals, which do not conform to the provisions stipulated in the RFP Documents.

•

Financial Proposal of only the Bidders who have achieved on 50% or more marks after evaluation of Envelope A, would be opened and evaluated. The Financial Proposals of the non-responsive Bidders would be returned to the respective Bidders unopened.

•

Bid Evaluation Committee shall evaluate and submit its recommendations to the competent authority.

10.1.1 Responsiveness of Financial Proposal 

BEC through Awas Bandhu, UP will open Envelope ‘B’ of only who have achieved on 50% or more marks after evaluation of Envelope A as per Section 8.1.7 of this document. Any bid containing caveats/ deviations from RFQ cum RFP Documents is liable to be rejected by BEC/ Awas Bandhu, UP.



Bidders shall be ranked as per the land in acres quoted by them. The proposal of the bidder quoting the lowest area of the land in acres shall be considered as the proposal having highest financial score. The proposal with highest financial score would be ranked first.

10.1.2 Determination of Preferred Bidder •

Awas Bandhu, UP shall issue a Letter of Intent to the Successful Bidder after obtaining approval from the Competent Authority which needs to be accepted within 7 days of issuance of Letter of Intent.

•

LDA shall issue a Letter of Award (LOA) after getting the approval of the Board to the successful bidder within 7 days of issuance of LOI by Awas Bandhu, UP.

•

The Successful Bidder shall enter into Concession Agreement with LDA for the implementation of the project within 30 days of issuance of LOA.


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•

The successful Bidder shall be required to give performance security before signing of the Concession Agreement within 30 days of issue of Letter of Award. If the Successful Bidder fails in entering into contract (Concession Agreement) as required without giving the required clarifications to the satisfaction of Awas Bandhu UP, Awas Bandhu UP reserves the right to begin negotiations with the next highest ranked Bidder and so on.

•

Awas Bandhu, UP also reserves the right to reject any Proposal if: -

At any time, a material misrepresentation is made or uncovered, or

-

The Bidder does not respond promptly and thoroughly to the requests for supplementary information required for evaluation of the Proposal.

-

The Proposal deviates from the commercial parameters of these RFP Documents.


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APPENDICES


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APPENDIX 1A FORMAT FOR POWER OF ATTORNEY FOR SIGNING PROPOSAL (On a Stamp Paper of appropriate value) POWER OF ATTORNEY Know all men by these presents, we ____________ (name and address of the registered office) do hereby constitute, appoint and authorize Mr./Ms. _____________________ (name and address of residence) who is presently employed with us and holding the position of __________________ as our attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to our proposal for the International Level Cricket Stadium cum Sports Complex on Design, Build, Finance, Operate and Transfer (DBFOT) basis in the state of Uttar Pradesh, including signing and submission of all documents and providing information/ responses to Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh, (ABUP), representing us in all matters before GOUP, and generally dealing with ABUP in all matters in connection with our proposal for the said Project. We hereby agree to ratify all such acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney and that all such acts, deeds and things lawfully done by our aforesaid attorney shall and shall always be deemed to have been done by us. For ------------------------

Accepted

(Signature) (Name, Title and Address)

________________ (Signature) (Name, Title and Address of the Attorney) Company seal & stamp Notes: 1. To be executed by the sole Bidder or the Lead Member in case of a Consortium duly supported .by a Board Resolution 2.

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

3.

Also, where required, the executants(s) should submit for verification the extract of the charter documents and documents such as a resolution / power of attorney in favour of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.


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APPENDIX 1B FORMAT FOR POWER OF ATTORNEY FOR LEAD MEMBER OF CONSORTIUM (On a Stamp Paper of appropriate value) POWER OF ATTORNEY Whereas Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh., (ABUP) has invited Proposals from interested parties for the International Level Cricket Stadium cum Sports Complex on Design, Build, Finance, Operate and Transfer (DBFOT) basis ("the Project"). Whereas, the members of the Consortium are interested in bidding for the Project and implementing the Project in accordance with the terms and conditions of the Bid Document and other connected documents in respect of the Project, and Whereas, it is necessary under the Bid Document for the members of the Consortium to nominate one of them as the Lead Member with all necessary power and authority to do for and on behalf of the Consortium, all such acts, deeds and things as may be necessary in connection with or incidental to the Consortium’s proposal for the Project. NOW THIS POWER OF ATTORNEY WITNESSETH THAT: We, M/s. _________________, and M/s. ________________ (the respective names and addresses of the registered office) do hereby constitute, appoint and authorize M/s. __________________________ as the Lead Member of the Consortium and as our attorney, to do on behalf of the Consortium, all or any of such acts, deeds or things as may be necessary in connection with or incidental to the Consortium’s proposal for the Project, including submission of application/ proposal, participating in conferences, responding to queries, submission of information/ documents and generally to represent the Consortium in all its dealings with Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh., (ABUP), or any other Government Agency or any person, in connection with the Project until culmination of the process of bidding and thereafter till the Concession Agreement is entered into with Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh., (ABUP). We hereby agree to ratify all such acts, deeds and things lawfully done by Lead Member as our said attorney pursuant to this Power of Attorney and that all acts deeds and things lawfully done by our aforesaid attorney shall and shall always be deemed to have been done by us/Consortium.

Dated this _______ Day of ________ 200_ (Executants) (To be executed by all the members of the Consortium) Company seal & stamp Note: 1.

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

2.

The executant(s) should submit for verification the extract of the charter documents and documents such as Board Resolution and Power of Attorney in favour of the person executing this Power of Attorney in favour of the Lead Member.


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APPENDIX 2 DETAILS OF BIDDER

1.

(a) Name

(b) Country of Incorporation (c) Address of the corporate headquarters and its branch office (s), if any, in India

(d) Date of incorporation and / or commencement of business 2

Brief description of the Company including details of its main lines of business and proposed roles and responsibilities in this Project.

3

Name, Designation, Address and Phone Nos. of Authorized Signatory of the Bidder (a) Name: (b) Designation: (c) Company: (d) Address: (e) Telephone No: (f) E-mail Address: (g) Fax No:

4

Details of individual (s) who will serve as the point of contact / communication for ABUP, within the Company (a) Name: (b) Designation: (c) Address: (d) Telephone No. (e) E-mail address: (f) Fax No.

5

In case of Consortium:

(a) (b)

The information above (1-4) should be provided for all the Members of the Consortium Information regarding role of each Member should be provided as per table below:

Sl. No.

Name of Member

Role of the Member*

1 2

Specify whether Lead Member, Associate Member (Signature of Authorised Signatory) Company seal & stamp


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APPENDIX 3 FORMAT FOR LETTER OF APPLICATION [On the Letter Head of the Bidder (in case of Single Bidder) or Lead Member (in case of a Consortium)]

Date: -----------The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India International Level Cricket Stadium cum Sports Complex on Design, Build, Finance, Operate and Transfer (DBFOT) basis Sir, Being duly authorized to represent and act on behalf of _________________ (hereinafter referred to as "the Bidder"), and having reviewed and fully understood all of the qualification requirements and information provided, the undersigned hereby expresses it’s interest and apply for qualification for the International Level Cricket Stadium cum Sports Complex. We are enclosing our Proposal, in one Original and two Copies, with the details as per the requirements of the Bid Document, for your evaluation. The undersigned hereby also declares that the statements made and the information provided in the Proposal are complete, true and correct in every detail. We confirm that the application is valid for a period of 180 days from the due date of submission of application and unconditional. We hereby also confirm the following: 1.

2. 3.

4. 5. 6.

The Proposal is being submitted by (name of the biding Company/Lead Consortium member) who is the Bidding Company/the Lead Consortium Member of the Bidding Consortium Comprising (mention the names of the entities who are the Consortium Members), in accordance with the conditions stipulated in the RFP. As the Bidding Company/Lead Consortium Member (in case of a Bidding Consortium), we hereby confirm to abide by the roles and responsibilities assigned to us as per the MoU between the Consortium Members and as outlined in this RFP. We have examined in detail and have understood the terms and conditions stipulated in the RFP Document issued by Awas Bandhu, UP and in any subsequent communication sent by Awas Bandhu, UP. We agree and undertake to abide by all these terms and conditions. Our Proposal is consistent with all the requirements of submission as stated in the RFP or in any of the subsequent communications from Awas Bandhu, UP. We confirm that there are no conditions in “Envelope B: Financial Proposal”. The information submitted in our Proposal is complete, is strictly as per the requirements stipulated in the RFP, and is correct to the best of our knowledge and understanding. We would be solely responsible for any errors or omissions in our Proposal. We confirm that we have studied the provisions of the relevant Indian laws and regulations required to enable us to prepare this Financial Proposal and as required to Design, Build, Finance, Operate and Transfer International Level Cricket Stadium cum Sports Complex in Lucknow, in the event that we are finally selected.


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7.

We confirm that all the terms and conditions of the Proposal are firm and valid for acceptance for a period of 180 days from the Proposal due date.

Our PAN number is ----------------Our TAN number is ----------------Thanking You, Yours Sincerely, For and on behalf of

: (name of the Bidding Company / Lead Consortium Member and the Company Seal)

Signature

: (Authorised Representative & Signatory)

Name of the Person

:

Designation

:


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APPENDIX 4 INFORMATION RELATED TO EXPERIENCE GUIDELINES 1. Member Code : NA= Not Applicable in case of a single entity Bidder, LM =Lead member, AM= Associate Member 2. The Chartered Accountant issuing the certification for Experience of the Bidder must hold a valid Certificate of Practice. 3. Any Bidder consisting of a Single Entity should fill in details as per the row titled Single Entity Bidder and ignore the other rows mentioned below. In case of a Consortium, the details need to be provided as per the lower rows and the row titled Single Entity Bidder may be ignored.


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FORMAT FOR ESTABLISHING EXPERIENCE OF BIDDER

Estimated Marks

Equity holding at the time of execution/construction

Authority for whom carried out

Completion

Commencement

Award

Date of Cost Rs. crores

Project

Location

Type: Similar or core infrastructure

Name of the Project

S.No

BID RESPONSE SHEET 1

Tota l

Note: 1. 2. 3.

Only the eligible projects that satisfy technical criteria shall be included. All the Financial numbers are to be given in INR The format shall be filled up for each member of the consortium and as a cumulative experience for the consortium

(Signature of Authorised Signatory)

Company seal & stamp

Signature , Name, Address and Membership No. of Chartered Accountant


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Bid Response Sheet 2

Member Code:

Name of Bidder:

Category: Name of Contract Country Name of Employer Employer’s address, telephone and fax no.)

1. 2. 3. 4.

Role (strike out whichever is not applicable) Developer/Prime contractor/ Subcontractor

5.

Value of the Total Contract (in specified currencies and INR)

6. 7.

Value of the Bidder’s Contract (in specified currencies and INR) Certified Billings till date (in specified currencies and INR and exchange rate)

8. 9 10.

Date of Award Date of Commencement of Project/ Contract Date of Completion/ Commissioning

(Signature of Authorised Signatory) Company seal & stamp

Instructions 1. Information provided in this section is intended to serve as a back up for information provided in accordance with Appendix 4, Bid Response Sheet 1. 2. The Projects cited must comply with the eligibility criteria specified in Clause 8.1. 3. A separate sheet should be filled for each of the Eligible Projects.


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APPENDIX 5 FORMAT FOR ESTABLISHING FINANCIAL CAPABILITY OF THE BIDDER Bid Response Sheet 3 Format for Financial Capability of Single Entity Bidder Turnover, Net Worth and Net Cash Accruals Net Worth (Rs. Crores ) As on 31.3.08

Net Cash Accruals (CA) (Rs. Crores) Year

Year

Year

Turnover ( Rs. Crores) Year

Year

Year

(Signature of Authorised Signatory) Company seal & stamp Signature , Name, Address and Membership No. of Chartered Accountant


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BID RESPONSE SHEET 4 Format for Financial Capability of Consortium Turnover, Net Worth and Net Cash Accruals Net Worth (Rs. Crores)

Turnover ( Rs Crores) Bidder Type

Equity share (%)

Year

Year

year

As on 31st March 2008

Net Cash Accruals (CA) (Rs. crores) Year

Year

Year

Total CA

Consortium Member 1 Consortium Member 2 Consortium Member …. Total Aggregate Turnover = Rs ---------------- crores Aggregate Net worth = Rs ________ crores Aggregate Net Cash Accruals = Rs ______ crores

(Signature of Authorised Signatory) Company seal & stamp

Signature , Name, Address and Membership No. of Chartered Accountant


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APPENDIX– 6

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APPENDIX 7 GUIDELINES FOR PROVIDING INFORMATION RELATED TO FINANCIAL CAPABILITY 1. The Bidder should provide the Financial Capability based on its own audited financial statements. Financial capability of the Bidder's parent company or its subsidiary or any associate company (who are not Members of the Consortium) will not be considered for computation of the Financial Capability of the Bidder. 2. Member Code LM = Lead member, AM = Associate Member 3. Instructions for calculation of Financial Capability: (a) Net Cash Accruals = (Profit After Tax + Depreciation + Other non-cash expenditure) (b) Net Worth = Subscribed and Paid-up Equity (including Share Premium, if any) + Reserves - Revaluation Reserves - Miscellaneous expenditure not written off-Deferred Revenue Expenditure-Deficit in Profit & Loss Account (c) The financial year would be the same as followed by the Bidder for its annual report. Year 1 will be the last Financial Year. Year 2 shall be the year immediately preceding Year 1. (d) The Bidder shall provide audited Annual Reports as required under this Bid Document. For a Consortium, audited Annual Reports of all Members shall be provided. (e) In case of a Consortium comprising of members with holdings in each other, the cross holdings between the group companies comprising part of the Consortium will be deducted for the purpose of Net Worth calculations. 4. Financial details of the Bidder. If the Bidder is a consortium the Financial Details of all the members. The Financial Details should be provided in the following manner.

Name of Member:


Role of Member:

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SN

Particulars as per the Audited Balance Sheet

1

Profit After Tax (PAT)

2

Depreciation

3

Other non-cash expenditure

4

Subscribed and Paid up Equity

5

Reserves

6

Revaluation reserves

7 8

Miscellaneous expenditure not written off Deferred Revenue Expenditure

9

Deficit in Profit & Loss Account

10

Net Cash Accruals = (1+2+3)

11

Net Worth = (4+5-6-7-8-9)

Year 3

Year 2

Year 1

TOTAL

(Signature of Authorised Signatory) Company seal & stamp Signature , Name, Address and Membership No. of Chartered Accountant


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APPENDIX 8 FORMAT FOR ANTI-COLLUSION CERTIFICATE [To be submitted on the letter heads of the bidders separately] Anti-Collusion Certificate Date: -----------The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India International Level Cricket Stadium cum Sports Complex on Design, Build, Finance, Operate and Transfer (DBFOT) basis Sir, We hereby certify and confirm that in the preparation and submission of this Bid, we have not acted in concert or in collusion with any other Bidder or other person(s) and also not done any act, deed or thing which is or could be regarded as anti-competitive, restrictive or monopolistic trade practice. We further confirm that we have not offered nor will offer any illegal gratification in cash or kind to any person or agency in connection with the instant Bid. Dated this ______________ Day of ________________, 200_ Name of the Bidder Signature of the Authorised Person Note: To be submitted by each Member in case of Consortium.


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APPENDIX 9A FORMAT FOR PROJECT UNDERTAKING [To be submitted on the letter heads of the bidders separately] The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India International Level Cricket Stadium cum Sports Complex on Design,Build, Finance, Operate and Transfer (DBFOT) basis Sir, We have read and understood the Bid Document in respect of the captioned project provided to us by the Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh We hereby agree and undertake as under: (a)

Notwithstanding any qualifications or conditions, whether implied or otherwise, contained in our Bid we hereby represent and confirm that our Bid is unqualified and unconditional in all respects.

(b)

We are not barred by the Government of India or the Government of Uttar Departments or Agencies from participating in any projects (DBFOT or otherwise).

Pradesh or their

Dated this ___________________ Day of _______________, . Name of the Bidder _________________________________ Signature of the Authorised Person Company seal & stamp


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APPENDIX 9B FORMAT FOR PROJECT UNDERTAKING [In case of Consortium] [To be submitted on the letter heads of the bidders separately] The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 India International Level Cricket Stadium cum Sports Complex on Design,Build, Finance, Operate and Transfer (DBFOT) basis Sir, We have read and understood the Bid Document in respect of the captioned project provided to us by the Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh We hereby agree and undertake to be an exclusive member of the consortium and not a member of any other consortium nor an independent Bidder, bidding for this project and has submitted only one (1) Application in response to this RFQ CUM RFP

Dated this ___________________ Day of _______________, . Name of the Bidder _________________________________ Signature of the Authorised Person



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APPENDIX 10 FORMAT FOR MEMORANDUM OF UNDERSTANDING (MOU) (On Non – judicial stamp paper of Rs 100/- or such appropriate document duly attested by notary public)

This Memorandum of Understanding (MOU) entered into this _____day of _______ 2009 at ______ Between _______________ (hereinafter referred as”________”) and having office at _______, India Party of the First Part And ________(hereinafter referred as”__________”) and having office at ____________, India Party of the Second Part The parties are individually referred to as Party and collectively as Parties. WHEREAS Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh, (ABUP) has invited RFQ cum RFP from entities interested in International Level Cricket Stadium cum Sports Complex Project. AND WHEREAS the Parties have had discussions for formation of a Consortium for bidding for the said Project and have reached an understanding on the following points with respect to the Parties’ rights and obligations towards each other and their working relationship. IT IS HEREBY AS MUTUAL UNDERSTANDING OF THE PARTIES AGREED AND DECLARED AS FOLLOWS: 1. That the Parties will form a Special Purpose Vehicle (SPV) with the shareholding commitments expressly stated. The said SPV shall not undertake any other business during the Concession Period, to domicile the Project prior to the start of implementation of the Project. 2. That the equity share holding of the Parties in the issued and paid up capital of the SPV shall not be less than as Specified Under Evaluation Criteria Mentioned in RFQ CUM RFP Document during the Concession Period. 3. That M/s____________, and M/s____________, who are Members of the Consortium commit to hold the following equity stake in the SPV which are in line with the requirements of Clause 9 of Evaluation criteria of this RFQ cum RFP document at all times during the Lease Period Name of Member

Type of Member

% of shareholding

1. M/s. 2. M/s. 4. that any dilution in the equity holding by the Parties in the SPV shall be as per the provisions of the Concession Agreement that will be executed on award of the Project to us.


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5. However the parties undertake that there shall be no change in respect of the lead member in case of a consortium till the execution of the concession agreement. 6. That the Parties shall carry out all responsibilities as Concessionaire in terms of the Concession Agreement. 7. That the roles and the responsibilities of each Party at each stage of the Bidding shall be as follows: Name of Member

Type of Member

Role & Responsibility

1. M/s. 2. M/s. 8. That the Parties shall be jointly and severally liable for the execution of the Project in accordance with the terms of the Concession agreement to be executed on award of the Project. 9. That the Parties affirm that they shall implement the Project in good faith and shall take all necessary steps to see the Project through expeditiously. They shall not negotiate with any other party for this Project. 10. That this MOU shall be governed in accordance with the laws of India and courts in Lucknow shall have exclusive jurisdiction to adjudicate disputes arising from the terms herein. In witness whereof the Parties affirm that the information provided is accurate and true and have caused this MOU to be duly executed on the date and year above mentioned. Witness: 1. 2.

First Party Second Party



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APPENDIX-11

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APPENDIX-12 Consultancy and Success Fee Commitment to Darashaw & Co Pvt Ltd The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Uttar Pradesh Sub: Commitment to pay the Success Fee and Consultancy Fee to Darashaw & Co Pvt Ltd Sir, We ___________( the “Member”), /[ our consortium consisting of the following members ( the “Member”)]

1 2 3

[Lead party] [ ] [ ]

Have /[Has] submitted our/ [its] Bid for the development of International Level Cricket Stadium cum Sports Complex on Design Build Finance Operate and Transfer basis in Lucknow. We hereby write to inform you that if the Single Entity / Consortium is selected as the successful bidder for implementing the project, the Concessionaire shall pay Darashaw & Co Pvt Ltd a Success fee at the rate of 1% of the cost of the project (clause 5.3). The Demand Draft in favour of Darashaw & Co Pvt Ltd for the said fee shall be handed over to Awas Bandhu UP before the signing of the Concession Agreement. The Consultancy Fee of Rs. 1,00,000/- (Rupees One Lakh only) paid by Awas Bandhu to the Consultants will be reimbursed to Awas Bandhu, UP within 2 weeks of receipt of invoice from Awas Bandhu, UP. SIGNATURE _____________ NAME

_____________

DESIGNATION _____________ COMPANY SEAL

COMPANY ______________ DATE


_______________

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APPENDIX-13 Format of Letter of Acceptance (The Letter of Acceptance is to be submitted by EACH Consortium Member of the Bidding Consortium) Date: Place: The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Uttar Pradesh Sub: Proposal for selection of Successful Bidder to Design, Build, Finance, Operate and Transfer International level Cricket Stadium cum Sports Complex in Lucknow Dear Sir, This has reference to the Proposal being submitted by (name of the Lead Consortium Member of the Bidding Consortium), as Lead Consortium Member of the Bidding Consortium comprising (mention name(s) of the Consortium Members) in respect of selection of Successful Bidder to Design, Build, Finance, Operate and Transfer International Level Cricket Stadium cum Sports Complex in Lucknow in response to the RFQ cum RFP Document issued by Awas Bandhu, UP dated…. We hereby confirm the following: (a) We (name of the Consortium Members furnishing the Letter of Acceptance), have examined in detail and have understood and satisfied ourselves regarding the contents including in respect of the following: a. The RFQ cum RFP Document issued by Awas Bandhu, UP; b. All subsequent communication between Awas Bandhu, UP and the Bidder, represented by (Mention name of the Lead Consortium Member) c. The Proposal being submitted by (name of the Lead Consortium Member) (b) We agree to abide by the terms and conditions of the RFP Document and the Proposal being submitted by the Lead Consortium Member in respect of the Project. (c) We also reaffirm that (name of the Lead Consortium Member) continues to be the Lead Consortium Member and that (please give name, designation and address of authorized representative and signatory here) designated as the authorized representative and signatory of the Lead Consortium Member of the Bidding Consortium is the authorized representative and signatory in respect of all matters concerning our Proposal for this Project and contractual commitments thereof. Thanking You, Yours Sincerely, For and on behalf of



Page 58


Signature


Name of the Person

:

Designation

:


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APPENDIX-14 Format of Letter of Commitment (The Letter of Commitment is to be submitted by EACH Promoter(s) and/or Associate(s) and/or Subsidiary (ies) of the Bidding Company / Consortium Members of the Bidding Consortium whose strength have to be credited for) Date: Place: The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Uttar Pradesh Sub: Proposal for selection of Successful Bidder to Design, Build, Finance, Operate and Transfer International Level Cricket Stadium cum Sports Complex in Lucknow Dear Sir, This has reference to the Proposal being submitted by (name of the Lead Consortium Member of the Bidding Consortium), as Lead Consortium Member of the Bidding Consortium comprising (mention name(s) of the Consortium Members) in respect of selection of Successful Bidder to Design, Build, Finance, Operate and Transfer International Level Cricket Stadium cum Sports Complex in Lucknow in response to the Request for Proposal (“RFP”) Document issued by Awas Bandhu, UP dated…. We hereby confirm the following: 1. We (name of the Promoter/Affiliate/Subsidiary), have examined in detail and have understood and satisfied ourselves regarding the contents including in respect of the following: a. The RFP Document issued by Awas Bandhu, UP; b. All subsequent communication between Awas Bandhu, UP and the Bidder, represented by (name of the Bidding Company or of the Lead Consortium Member in case of a Bidding Consortium); c. The Financial Proposal being submitted by (name of the Bidding Company or of the Lead Consortium Member in case of a Bidding Consortium) 2. We agree to abide by the terms and conditions of the RFQ cum RFP Document and the Proposal being submitted by the Bidding Company / Lead Consortium Member in respect of the Project. 3. We also reaffirm that (please give name, designation and address of authorized representative and signatory here) designated as the authorized representative and signatory of the Bidding Company / Lead Consortium Member of the Bidding Consortium is the authorized representative and signatory in respect of all matters concerning our Proposal for this Project and contractual commitments thereof. Thanking You, Yours Sincerely, For and on behalf of



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Signature


Name of the Person

:

Designation

:


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APPENDIX-15 Financial Proposal (Format for Information Submission) (To be provided on the letterhead of the Bidder) Date: Place: The Executive Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government of Uttar Pradesh Ist Floor, Janpath Market, Lucknow-226001 Uttar Pradesh Dear Sir, Sub: Proposal for selection of Successful Bidder to Design, Build, Finance, Operate and Transfer International Level Cricket Stadium cum Sports Complex in Lucknow 1. We the undersigned Bidder, submit the following as our Financial Proposal in response to the RFQ cum RFP issued by Awas Bandhu, UP. Our Financial quote shall be _____________Acres (___________Acres in Words) being the land area on 90 years lease which shall be given by LDA to the bidder for Design, Build, Finance, Operate and Transfer International Level Cricket Stadium cum Sports Complex in Lucknow 2. We confirm that the Financial Proposal conforms to all the terms and conditions stipulated in the Request for Proposal Document. 3. We confirm that our Financial Proposal is FINAL in all respects and contains NO conditions. 4. We confirm that in the event of more than one Responsive Bidders quoting the same lumpsum value, Awas Bandhu, UP shall break the tie by way of draw between such Bidders. 5. We confirm that, the information submitted in our Financial Proposal is complete and is correct to the best of our knowledge and understanding. We would be solely responsible for any errors or omissions in our Proposal. 6. We confirm that we have studied the provisions of relevant Indian laws and regulations required to enable us to prepare this Financial Proposal and as required to design, build, finance, operate and transfer the Project, in the event that we are finally selected. Thanking You, Yours Sincerely, For and on behalf of


Signature


Name of the Person

:

Designation

:


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APPENDIX-16 Proforma for Bank Guarantee for Performance Security – Lucknow Development

Authority

[To be issued by SBI or any Nationalised Bank or Indian Scheduled Commercial Bank whose Net Worth is not less than INR 300 crores as on 31st March 2008] From: …………………………………………………………………………… [Name and Address of Bank/ Financial Institution] The Vice Chairman, Lucknow Development Authority, Pradhikaran Bhavan, Vipin Khand, Gomti Nagar Uttar Pradesh

1. In consideration of the Governor of Uttar Pradesh represented by ________________ (hereinafter called “ the Government”) having agreed to exempt __________________ (hereinafter called “ the said Bidder(s)“) from the demand, under the terms and condition of an Agreement, dated _________made between ____________________and Lucknow Development Authority for Design, Build, Operate and Transfer “International Level Cricket Stadium cum Sports Complex in Lucknow” (hereinafter called “ the said Agreement”), of performance security for the due fulfilment by the said Developer(s)of the terms and (Rupees conditions contained in the said Agreement , on production of a bank guarantee for Rs. only). We, _____________________ (hereinafter referred to as “the Bank”) at the request of ______________/ Bidder(s)/ do hereby undertake to pay to the Government an amount not exceeding Rs. /- against any loss or damage caused to or suffered or would be caused to or suffered by the Government by reason of any breach by the said Developer(s)of any of the terms or conditions contained in the said Agreement. 2. We __________________________ (indicate the name of bank) do hereby undertake to pay the amounts due and payable under this guarantee without any demur, merely on a demand from the Government stating that the amount claimed is due by way of loss or damage caused to or would be caused to or suffered by the Government by reason of breach by the said Bidder(s) of any of the terms or conditions contained in the said agreement or by reason of the Bidder(s) failure to perform the said Agreement. Any such demand made or 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. /-. 3. We undertake to pay to the Government any money so demanded notwithstanding any dispute or disputes raised by the Bidder(s) in any suit or proceeding pending before any court or Tribunal relating to our liability under this present being absolute and unequivocal, unless otherwise directed by such Court or Tribunal. The payment so made by us under this bond shall be a valid discharge of our liability for payment there under and the Bidder(s) supplier (s) shall have no claim against us for making such payment.


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4. 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 Government under or by virtue of the said Agreement have been fully paid and its claims satisfied or discharged or till Govt certifies that the terms and conditions of the said Agreement, have been fully and properly carried out by the said Bidder(s)and accordingly discharges this guarantee, however not exceeding six months beyond the date of expiry of the Concession Period. Unless a demand or claim under this guarantee is made on us in writing on or before the date of expiry of we shall be discharged from all liability under this guarantee thereafter. 5. We _____________________ (indicate the name of Bank) further agree with the Government that the Government 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 Bidder(s)from time to time or to postpone for any time or from time to time any of the powers exercisable by the Government against the said Bidder(s) and to forbear or enforce any of the terms and conditions relating in 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 Bidder(s)or for any forbearance act or commission on the part of the Government or any indulgence by the Government to the said Bidder(s)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. 6. This guarantee will not be discharged due to the change in the constitution of the Bank or the Bidder(s)/ Supplier(s). 7. We, __________________________ lastly undertake not to revoke this guarantee during (indicate the name of bank) its currency except with the previous consent of the Government in writing. SEAL OF [BANK/FINANCIAL INSTITUTION] ……………………………….. NAME OF [BANK/FINANCIAL INSTITUTION] ……………………………….. SIGNATURE …………………………….. NAME …………………………….. TITLE …………………………….. DATE ……………………………..


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Exhibit 1

Principles of the Memorandum of Understanding to be executed between the Members of a Consortium

In case of a Bidding Consortium, the principles according to which the Memorandum of Understanding (MoU) shall be executed between/among the Consortium Members, are stated below: 1.

The MoU should clearly specify the roles and responsibilities of each of the Consortium Members, along with their proposed equity contribution. It is expected that the individual members have role definitions not conflicting with those of the other Consortium Members.

2.

The MoU should clearly designate one of the Consortium Members as the Lead Consortium Member.

3.

The Lead Consortium Member shall be responsible for: a. Tying up finances for the Project b. Liasoning with the lending institutions and mobilizing debt resources for the Project. c. Ensuring the individual and collective commitment of each of the Consortium members in honouring the Developer’s obligations towards LDA. The Lead Consortium Member would be responsible for the overall execution of the Project. All Consortium Members shall be jointly and severally responsible for the same.

4.

The MoU shall be duly signed by each of the Consortium Members

5.

The MoU should be executed an appropriate stamp paper

6.

The MoU should be specific to this Project

7.

The MoU should be valid for a minimum period of twelve months from the Last Date for submission of the Request for Proposal. The validity period of the MoU should be extendible on the original terms, if required by LDA.

MoU should clearly specify that in case of award of the project each consortium member will invest at least 11% equity for project.


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CHECKLIST FOR PROPOSAL SUBMISSION Bidder(s) are requested to organize their Proposals as per the following checklist: ENVELOPE A (a) Original Power of Attorney authorizing Authorised Representative & Signatory to act on behalf of the Bidding Company / Bidding Consortium on all matters relating to the Project as per the format specified in Appendix 1A (b) Original Power of Attorney authorizing Lead Consortium Member to act on behalf of the Bidding Consortium on all matters relating to the Project as per the format specified in Appendix 1B (c) Details of the Bidder in Appendix 2 (d) Letter of Application as per format in Appendix 3 (e) Information Related to Experience in Appendix 4 (BRS1& BRS2) (f) Establishing Financial Capability of the Bidder as per format in Appendix 5 (BRS 3 & BRS 4) (g) Guidelines for providing information related to Financial Capability in Appendix 7 (h) Anti-collusion certificate in Appendix 8 (i) Project Undertaking as per format in Appendix 9 A and 9B (j) Memorandum of Understanding executed between the Consortium Members on the principles as stated in Exhibit 1 (k) MOU as per format as stated in Appendix 10 (l) Consultancy and Success Fee Commitment to Darashaw & Co Pvt Limited as per format stated in Appendix 12 (m) Letter of Acceptance as per format stated in Appendix 13 (n) Letter of Commitment as per format in Appendix 14 (o) A Demand Draft towards Earnest Money Deposit ENVELOPE B (a) Financial Proposal as per format specified in Appendix 15


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Annexure A - PROJECT SITE Location Map


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Annexure B - Technical Schedule The following specifications and standards cover only some of the minimum requirements for the development. The developer shall design, finance, construct, maintain and operate the proposed Cricket Stadium and Sports Complex strictly conforming to the relevant Indian Standards, the best Industry practices and internationally acceptable norms. Whether the requirements are explicitly stated or not in the RFP documents, the bidders must note that Government of UP envisages a world class facility in all respects and expects a truly international quality and standards from the selected developer as the binding contractual obligation. 

The size of the cricket pitch dimensions shall confirm with international cricket pitch size



The stadium should be equipped with proper lighting arrangement in order to conduct night cricket matches



The stadium should be designed for a minimum seating capacity of 50,000 people



In seating areas, super elevation of at least 15 cm shall be given in order to maintain spectator line of sight.



All the spectator area shall be provided with roofing



In order to prevent overcrowding and to ensure fast evacuation during any untimely disaster, the seating areas shall be divided into groups or blocks. Each block should have its own entry and exit points and should be separated from the other by fences.



For every 750 seats, at least 1 escape route (i.e. stairway, ramp, or flat surface) with minimum width of 1 mt shall be provided.



An AC viewing gallery shall be provided with a seating capacity of at least 250 viewers



There should be at least one royal box with movable furniture for guests of honour.



The stadium should have first aid treatment area consisting of at least 2 treatment and recovery rooms of 15 sq. mt each, 2 store rooms of 2 sq. mt and two toilets with ventilation per each recovery room.



The toilet facility provided shall be minimum 1 WC per 100 visitors. Out of the total toilets, 40% shall be toilets for women, 20% for men and 40% urinals.



For emergency services like Police and fire brigade minimum area of 50 sq. mt should be demarcated.

Sports Complex 

Sports Complex shall have facility and necessary infrastructure for at least 5 different types of games that shall include badminton, basket ball\ valley ball, lawn tennis and shooting training.



It should have the seating capacity for 600 viewers



An Olympic size (25 x 50 mt) swimming pool shall be provided within the sports complex


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RFQ cum RFP for Design, Build, Finance, Operate and Transfer International Level Cricket Stadium cum Sports Complex in Lucknow 

Ancillary facilities required for the sports complex shall include changing rooms, shower cabins, toilets, Instructors room, equipment room, first aid room and a care takers room



The sports complex shall include indoor sports facilities like table tennis, squash, snooker, etc.



Optional facilities like club house or a gymnasium can be built for commercial purpose and for the use of general public with an annual fee or membership.



Optional facilities like Sports academy can be run within the sports complex and it shall have the facility for teaching students and also shall have necessary staff strength for each discipline.

The developer shall obtain necessary approval/affiliations from competent authority to conduct National and International level matches in the stadium within 2 years of commencement of operation.


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Draft Concession Agreement for Design, Build, Finance, Operation and Transfer International Level Cricket Stadium and Sport Complex in Lucknow

VOLUME II Draft Concession Agreement Between Lucknow Development Authority And ____________________________

Request for Proposal – Volume II

1


Article 1.1. 1.2. 1.3. 1.4. Article 2.1. Article 3.1. Article 4.1. 4.2. 4.3. Article 5.1. 5.2. 5.3. Article 6.1. Article 7.1. 7.2. 7.3. Article 8.1. Article 9.1. 9.2. 9.3. Article 10.1. 10.2. Article 11.1. 11.2. 11.3. Article 12.1. 12.2. 12.3. 12.4. 12.5. 12.6. Article 13.1.

Index

1. Definitions and Interpretation Definitions Interpretation Measurements and Arithmetic Conventions Priority of Agreements and Errors/Discrepancies 2. Scope of the Project Scope of the Project 3. Consideration of the Contract The Consideration 4. Conditions Precedent to the Agreement Conditions Precedent Compliance Certificate Non-Fulfillment of the Conditions Precedent 5. Obligations of the Concessionaire Obligations of the Concessionaire Obligations relating to Other Agreements Obligations relating to Change in Ownership 6. Obligations of the Concessioning Authority Obligations of the Concessioning Authority 7. Representations and Warranties Representations and Warranties of the Concessionaire Representations and Warranties of the Concessioning Authority Disclosure 8. Disclaimer Disclaimer 9. Performance Security Performance Security Appropriation of Performance Security Release of Performance Security 10. Access on Project Site Project Site Others 11. Construction on the Project Site Obligations prior to the commencement of any work Project Start and Completion date Completion Certificate 12. Force Majeure Force Majeure Force Majeure Events Duty to Report Force Majeure Event Effect of Force Majeure Event Allocation of Costs Arising out of Force Majeure Dispute Resolution 13. Termination Termination for Concessionaire Default


6 6 9 11 12 13 13 14 14 17 17 17 17 19 19 20 20 22 22 23 23 24 25 26 26 27 27 27 27 28 28 28 29 29 29 29 30 30 30 30 30 31 31 32 32

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13.2. Procedure to issue Termination Notice 13.3. Effect of Termination 13.4. Other Rights and Obligations of the Concessioning Authority Article 14. Liability and Indemnity 14.1. General indemnity 14.2. Liability of Concessioning Authority 14.3. Indemnity by the Concessionaire 14.4. No consequential claims 14.5. Survival on Termination Article 15. Dispute Resolution 15.1. Dispute resolution 15.2. Conciliation 15.3. Arbitration Article 16. Miscellaneous 16.1. Governing Law and Jurisdiction 16.2. Waiver of Immunity 16.3. Delayed Payments 16.4. Waiver 16.5. Liability for Inspection of Documents 16.6. Exclusion of Implied Warranties etc. 16.7. Survival 16.8. Entire Agreement 16.9. Severability 16.10. No partnership 16.11. Third Parties 16.12. Successors and Assigns 16.13. Notices 16.14. Language 16.15. Counterparts 16.16. Validity Schedule 1. Project Site Schedule 2. Technical Schedule


33 33 33 35 35 35 35 36 36 37 37 37 37 39 39 39 39 39 40 40 40 40 40 41 41 41 41 42 42 42 i ii

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CONCESSION AGREEMENT This AGREEMENT is entered into on this the [ ] day of [ ] (Month), 2009 at Lucknow BETWEEN 1. Lucknow Development Authority established under the Uttar Pradesh Urban Planning and Development Act 1973, having its registered office at Pradhikaran Bhavan, Vipin Khand, Gomti Nagar, Lucknow, Uttar Pradesh (hereinafter referred to as ‘Concessioning Authority’ which expression shall unless repugnant to the subject or the context include its successors) of One Part; AND 2. ______________, a company incorporated under the Companies Act, 1956, and having its registered office at _________________________ (hereinafter referred to as the ‘Concessionaire’ which expression shall unless repugnant to the subject or the context include its successors) of the Other Part. WHEREAS: A.

The Government of Uttar Pradesh has established Lucknow Development Authority under the Uttar Pradesh Urban Planning and Development Act 1973(hereinafter called the “Act”), for the development and planning of Lucknow.

B.

As a part of the development of Lucknow, there is a need of an there is a need of an International level Cricket Stadium and Sports Complex in Lucknow.

C.

Lucknow Development Authority is the rightful Lessor of the land situated in Lucknow, Uttar Pradesh, India as marked in Schedule 1 (hereinafter referred to as “the said land”), admeasuring approximately 18 acres, on which it is proposed to develop a on which it is proposed to develop a International level Cricket Stadium and Sports Complex in Lucknow.

D.

Concessioning Authority through Awas Bandhu,UP had invited proposals for the selection of a Concessionaire through the competitive route on the basis of Design, Build, Finance Operate and Transfer the Project, from bidders, including the Consortium comprising of _____________ as the Lead Member/Company by issuing the Request for Qualification (“RFQ”) document dated 6th September 2008 containing inter-alia the minimum qualification for a bidder and by subsequently issuing the Request for Proposal (“RFP”) document dated 5th December 2008 containing the technical and commercial parameters of the Project and the terms and conditions for the implementation of the Project.

E.

On evaluation of the submitted proposals, Awas Bandhu, UP accepted the proposal of the Consortium/Company and issued Letter of Intent (“LOI”) dated __________ to the Consortium/Company specifying interalia the obligation of the Parties to create a Special Purpose Vehicle for implementing the Project [ Applicable in case of Consortium]


4


Pursuant to the issuance of LOI vide letter no. ___________ dated ________, the Consortium have incorporated and constituted ______________ as the Special Purpose Vehicle created for the sole purpose of implementation the Project which is Concessionaire. F.

The Concessionaire is desirous of developing the Project, in accordance with all approved plans and has the necessary capability for completion of the project and has offered his services and has made payment of 1% of the project cost and taxes as applicable to M/s Darashaw & Company Pvt. Ltd.

NOW THEREFORE IN CONSIDERATION OF THE FOREGOING AND THE RESPECTIVE COVENANTS AND AGREEMENTS SET FORTH IN THIS CONCESSION AGREEMENT, THE SUFFICIENCY AND ADEQUACY OF WHICH IS HEREBY ACKNOWLEDGED, AND INTENDING TO BE LEGALLY BOUND THE CONCESSIONING AUTHORITY AND THE CONCESSIONAIRE (HEREINAFTER REFERRED TO AS “PARTIES” AND INDIVIDUALLY AS “PARTY”) HEREBY AGREE AND THIS AGREEMENT WITNESSTH AS FOLLOWS:


5


Article 1.

Definitions and Interpretation

1.1. Definitions The words and expressions defined in this Agreement shall, unless repugnant to the context or meaning thereof, have the meaning ascribed thereto herein, and the words and expressions defined in the Schedules and used therein shall have the meaning ascribed thereto in the Schedules; “Accounting Year” means the financial year commencing from the first day of April of any calendar year and ending on the thirty-first day of March of the next calendar year; “Affected Party” shall have the meaning set forth in Clause 12.1; “Agreement” or “Concession Agreement” means this Agreement, the Schedules hereto and any amendments thereto made in accordance with the provisions contained in this Agreement; “Agreement Date” means the date of execution of this Agreement; “Applicable Laws” means all laws, brought into force and effect by GOI or the State Government including rules, regulations and notifications made there under, and judgments, decrees, injunctions, writs and orders of any court of record, applicable to this Agreement and the exercise, performance and discharge of the respective rights and obligations of the Parties hereunder, as may be in force and effect during the subsistence of this Agreement; “Applicable Permits” means all clearances, licenses, permits, authorisations, no objection certificates, consents, approvals and exemptions required to be obtained or maintained by the Concessionaire under Applicable Laws during the subsistence of this Agreement; “Approvals” means all approvals, permissions, authorisations, consents and notifications from any Governmental Authority, regulatory or departmental authority including, but not limited to the approvals of the Lucknow Development Authority, Secretariat for Industrial Assistance, Reserve Bank of India and any other regulatory authority, as may be applicable. “Arbitration Act” means the Arbitration and Conciliation Act, 1996 and shall include modifications to or any re-enactment thereof, as in force from time to time; “Bank Guarantee” means an irrevocable and unconditional bank guarantee payable on demand issued by a bank in favour of Concessioning Authority and furnished by the Concessionaire to Concessioning Authority for guaranteeing the due performance of the obligations of the Concessionaire under this Agreement. Here Bank means any Indian Nationalized Bank or any Indian Scheduled Commercial Bank whose net worth is not less than Rs.500 million as on 31st March 2008. “Bid” means the documents in their entirety comprised in the bid submitted by the Concessionaire in response to the RFQ/RFP in accordance with the provisions thereof;


6


“Business Day” means a day on which banks are generally open for business in the city of Lucknow in India; “Change in Ownership” means a transfer of the direct and/or indirect legal or beneficial ownership of any shares, or securities convertible into shares, that causes the change in management structure of the bidder company according to the opinion of the Concessioning Authority; “Conditions Precedent” shall have the meaning set forth in Clause 4.1; “Construction Period” means maximum period of 24 months from the Effective Date, after which commercial operations must start; “Consortium” means the group of entities that have jointly submitted the proposal for the Project. “Consortium Member” means each entity in the Consortium shall be referred to as a Consortium Member. “Damages” shall have the meaning set forth in Sub-clause (t) of Clause 1.2; “Developmental and Operations Standard(s)” means the minimum parameters and standards to be achieved by the Concessionaire in the construction, development and operations of the Project in accordance with internationally sound engineering practices, National Building Code and Applicable Law and / or as determined by the relevant Governmental Authority; “Dispute” shall have the meaning set forth in Clause 15.1.1; “Dispute Resolution Procedure” means the procedure for resolution of Disputes set forth in Article 15; “Effective Date” means the date on which all the conditions Precedent are satisfied or waived as per Article 4 in writing by both the Parties. “Financial Commitment” means the legally binding undertaking of the Concessionaire to mobilize the financial requirements of the project, for ensuring the completion of the project; “Force Majeure” or “Force Majeure Event” shall have the meaning set forth in as per Clause 12; “GOI” means the Government of India; “Good Industry Practice” means the practices, methods, techniques, designs, standards, skills, diligence, efficiency, reliability and prudence which are generally and reasonably expected from a reasonably skilled and experienced operator engaged in the same type of undertaking as envisaged under this Agreement and which would be expected to result in the performance of its obligations by the Concessionaire in accordance with this Agreement, Applicable Laws and Applicable Permits in reliable, safe, economical and efficient manner; “Government Instrumentality” means any department, division or sub-division of the Government of India or the State Government and includes any commission, board, authority, agency or municipal and other local authority or statutory body including Panchayat under the control of the Government of India or the State Government, as the


7


case may be, and having jurisdiction over all or any part of Lucknow or the performance of all or any of the services or obligations of the Concessionaire under or pursuant to this Agreement; “Indemnified Party” means the Party entitled to the benefit of an indemnity pursuant to Article 14; “Indemnifying Party” means the Party obligated to indemnify the other Party pursuant to Article 14; “Lenders” shall mean the banks, financial institutions, international credit agencies that extend or agree to extend a credit facility to the Concessionaire in relation to the Project; “Parties” means the parties to this Agreement collectively and “Party” shall mean any of the parties to this Agreement individually; “Performance Security” shall have the meaning set forth in Clause 9.1; “Project” shall mean Design, Build, Finance, Operate and Transfer Cricket Stadium of 50000 sitting capacity, Car parking for minimum 2500 Equivalent Car Space, Sports Complex shall have facility and necessary infrastructure for at least 5 different types of games that shall include badminton, basket ball\ valley ball, lawn tennis and shooting training, an Olympic size (25 x 50 mt) swimming pool shall be provided within the sports complex ,the sports complex shall have the seating capacity for 600 viewers, Support facilities and on site infrastructure like internal road network, lamp posts within the plot, fire fighting system, security cabins, landscaping and other services required for the entire facility, along with 50 acres Site earmarked for the purpose in accordance with the provisions of this Agreement at the end of the concession period;(more specifically as mentioned in Article 2 of this agreement) “Project Completion Date” shall mean the date on which the Concessioning Authority has issued the Project Completion Certificate after completion of the Project and shall have the meaning set forth in Clause 11.2; “Project Completion Certificate” shall mean the Project Completion Certificate issued by the Concessioning Authority certifying completion of Project by the Concessionaire; “Rs.” or “Rupees” refers to the lawful currency of the Republic of India; “Security Interest” means any existing or future 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. “Site” means the Project site measuring 50 acres as given in Schedule 1 of this Agreement given on lease for a period of 35 years. The Project shall mean the same as defined in this Agreement.


8


“Standards of Reasonable and Prudent Concessionaire” means the standards, practices, methods and procedures expected from a person seeking in good faith to perform its contractual obligations and in so doing and in the general conduct of its undertaking exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced Person engaged in the same type of undertaking under the same or similar circumstances and conditions including the conditions as contemplated by the Basic Documents. “Taxation” or “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 or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, 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 withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating to it; “Third Party Agreements” means all Agreements entered into between the Concessionaire and third Persons, including, but not limited to other Agreements with Concessionaire and vendors of any goods or services to the Concessionaire. “Termination” means the expiry of the Concession period or termination of this Agreement; “Termination Notice” means the communication issued in accordance with this Agreement by one Party to the other Party terminating this Agreement;

1.2.

Interpretation

1.2.1. In this Agreement, unless the context otherwise requires, (a) references to any legislation or any provision thereof shall include amendment or reenactment or consolidation of such legislation or any provision thereof so far as such amendment or re-enactment or consolidation applies or is capable of applying to any transaction entered into hereunder; (b) references to laws of India or Indian law or regulation having the force of law shall include the laws, acts, ordinances, rules, regulations, bye laws or notifications which have the force of law in the territory of India and as from time to time may be amended, modified, supplemented, extended or re-enacted; (c) references to a “person” and words denoting a natural person shall be construed as a reference to any individual, firm, company, corporation, society, trust, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the above and shall include successors and assigns subject to the provisions of this Agreement; (d) the table of contents, headings or sub-headings in this Agreement are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this Agreement;


9


(e) the words “include” and “including” are to be construed without limitation and shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases; (f) references to “construction” include, unless the context otherwise requires, investigation, design, developing, engineering, procurement, delivery, transportation, installation, processing, fabrication, testing, commissioning and other activities that are to be completed on or before “Project Completion Date” as per the scope of work as defined under Article 2, and “construct” shall be construed accordingly; (g) any reference to any period of time shall mean a reference to that according to Indian Standard Time; (h) any reference to day shall mean a reference to a calendar day; (i) any reference to month shall mean a reference to a calendar month as per the Gregorian calendar; (j) references to any date, period or Milestone shall mean and include such date, period or Milestone as may be extended pursuant to this Agreement; (k) any reference to any period commencing “from” a specified day or date and “till” or “until” a specified day or date shall include both such days or dates; provided that if the last day of any period computed under this Agreement is not a business day, then the period shall run until the end of the next business day; (l) the words importing singular shall include plural and vice versa; (m) references to any gender shall include the other and the neutral gender; (n) “lakh or lac” means a hundred thousand (100,000) and “crore” means ten million (10,000,000); (o) references to the “winding-up”, “merger”, amalgamation”, “takeover”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection, change in management or relief of debtors; (p) 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; provided that this Sub-clause shall not operate so as to increase liabilities or obligations of the Concessioning Authority hereunder or pursuant hereto in any manner whatsoever; (q) any Agreement, consent, approval, authorization, notice, communication, information or report required under or pursuant to this Agreement from or by any Party shall be valid and effective only if it is in writing under the hand of a duly authorized representative of such Party, as the case may be, in this behalf and not otherwise;


10


(r) the Schedules and Recitals 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; (s) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this Agreement shall, except where the context otherwise requires, mean references to Recitals, Articles, Clauses, Sub-clauses and Schedules of or to this Agreement, and references to a Paragraph shall, subject to any contrary indication, be construed as a reference to a Paragraph of this Agreement or of the Schedule in which such reference appears; and (t) the damages payable by either Party to the other of them, as set forth in this Agreement, whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and damage likely to be suffered and incurred by the Party entitled to receive the same and are not by way of penalty (the “Damages”). (u) any reference to Build shall mean Construct and vice-versa unless the context otherwise requires (v) any reference to Operate/Operations shall mean Operate and Transfer/ Operations & Maintenance unless the context otherwise requires

1.2.2. Unless expressly provided otherwise in this Agreement, any documentation required to be provided or furnished by the Concessionaire to the Concessioning Authority and/or the agency or person appointed by the Concessioning Authority shall be provided free of cost and in two copies, and if the Concessioning Authority and/or the person appointed by the Concessioning Authority is required to return any such documentation with their comments and/or approval, they shall be entitled to retain one copy thereof.

1.2.3. the rule of construction, if any, that a contract should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply.

1.2.4. any word or expression used in this Agreement shall, unless otherwise defined or construed in this Agreement, bear its ordinary English meaning.

1.3.

Measurements and Arithmetic Conventions All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down.


11


1.4.

Priority of Agreements and Errors/Discrepancies

1.4.1. This Agreement, and all other Agreements and documents forming part of this Agreement are to be taken as mutually explanatory and, unless otherwise expressly provided elsewhere in this Agreement, the priority of this Agreement and other documents and agreements forming part hereof shall, in the event of any conflict between them, be in the following order:

(a)

this Agreement;

(b)

RFP Document

(c)

all other agreements and documents forming part hereof;

i.e. the agreement at (a) above shall prevail over the agreements and documents at (b) and (c) above and (b) shall prevail over all documents in (c) above.

1.4.2. In case of ambiguities or discrepancies within this Agreement, the following shall apply: (a) between two or more Clauses of this Agreement, the provisions of a specific Clause relevant to the issue under consideration shall prevail over those in other Clauses; (b) between the Clauses of this agreement and the Schedules, the Clauses shall prevail and between Schedules and Annexes, the Schedules shall prevail; (c) between the written description on the Drawings and the Specifications and Standards, the latter shall prevail; (d) between the dimension scaled from the Drawing and its specific written dimension, the latter shall prevail; and (e) between any value written in numerals and that in words, the latter shall prevail.


12

Draft Concession Agreement for Design, Build, Finance, Operate and Transfer International Level Cricket Stadium and Sport Complex in Lucknow

Article 2.

Scope of the Project

2.1. Scope of the Project The Concessionaire shall Design, Build, Finance and Operate the Project on the 50 acre Site earmarked for the purpose given on lease over the concession period of 35 years, after which the Project along with the land shall be transferred to the Concessioning Authority. The maximum allowable FAR is 0.025 as per the prevailing Development Control Regulations of LDA.

The Concessionaire shall construct following facilities and get all the approvals for commercial operations within 24 months from the Effective Date: A. Minimum Development Obligations •

The stadium should be designed for a minimum seating capacity of 50,000 people

•

Car Parking for minimum 2500 ECS for above essential facilities should be provided

•

Sports Complex shall have facility and necessary infrastructure for at least 5 different types of games that shall include badminton, basket ball\ valley ball, lawn tennis and shooting training.

•

An Olympic size (25 x 50 mt) swimming pool shall be provided within the sports complex

•

The sports complex should have the seating capacity for 600 viewers

•

Support facilities and on site infrastructure like internal road network, lamp posts within the plot, fire fighting system, security cabins, landscaping and other services required for the entire facility.

All the facilities are to be developed as per the minimum quality standards set out for the purpose in the technical schedule appended as Annexure B with this document. While undertaking development of the Project, the Successful Bidder shall adhere to latest amended National Building Code of India, other relevant IS Codes and practices, Development Control Regulations, FAR Limits, statutory requirements, laws of land, the principles of good industry practices and any other norms as applicable from time to time. The successful bidder shall be responsible for all the clearances as may be required for the development and operations of the project. The project shall be ready for operation after taking all the clearance(s) within 24 months of the effective date.


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Article 3.

Consideration of the Contract

3.1. The Consideration 3.1.1. Subject to and in accordance with the provisions of this Agreement, the Applicable Laws, rules and regulations and the Applicable Permits, the Concessioning Authority shall give to the Concessionaire: -------------------Acres being the total land area to be given by the Concessioning Authority to the Concessionaire on 90 years lease period adjacent to the Project site. The land shall be given on lease to the Concessionaire on completion of the following milestone: Serial Number 1. 2.

3. 4

Minimum (Milestone)

Development

Obligation Percentage of land out of ----acres to be given on 90 years lease to the Concessionaire Stadium with minimum seating capacity of 50% 50,000 people 30% Sports Complex with seating capacity for 600 viewers with at least 5 different types of games that shall include badminton, basket ball\ valley ball, lawn tennis and shooting training. An Olympic size (25 x 50 mt) swimming pool 10% shall be provided within the sports complex Car Parking for minimum 2500 ECS for above essential facilities should be provided. Support facilities and on site infrastructure like internal road network, lamp posts within the plot, fire fighting system, security cabins, landscaping and other services required for the entire facility.

10%

The Concessioning Authority shall assure the conversion of land usage for commercial purpose before the handover of the land. The conversion charges shall be borne by the Concessioning Authority. The maximum allowable FAR is 2.5 as per the prevailing Development Control Regulations of LDA. The Concessioning Authority or its authorized representative shall satisfy himself of the successful completion of each of the Milestone given above and then the Concessioning Authority shall provide peaceful possession of the land adjacent to the Project Site within 15 days of the completion of the each of Milestone as provided in the table above. The 90 years of lease period for the land shall start from the date of the handover of the land to the Concessionaire by the Concessioning Authority. Each time a separate lease deed shall be executed at the time of handover of the land to the Concessionaire.


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3.1.2. Subject to and in accordance with the provisions of this Agreement, the Consideration hereby given by Concessionaire, the Concessionaire shall be entitled to Construct and operate the Project on the land area given on Concession period of 35 year, subject to : (a) performing and fulfilling all of the Concessionaire’s obligations under and in accordance with this Agreement; and (b) bear and pay all costs, expenses and charges in connection with or incidental to the performance of the obligations of the Concessionaire under this Agreement; and (c) At the end of the concession period, the entire construction made by the Concessionaire till that date on the Project site as part of the scope of work shall get transferred without any consideration to the Concessioning Authority.

3.1.3. In consideration of the mutual covenants and other good and valuable consideration expressed herein, the Concessionaire hereby accepts the Consideration to be given and agrees to construct and operate the Project on land given for 35 year Concession period as per the scope of work given in Article 2 and minimum specifications mentioned in the technical schedules and to perform/discharge all of its obligations in accordance with the provisions hereof.

3.1.4. The Concessionaire shall pay to the Concessioning Authority a yearly token lease rental of Rs 1/- (Rupees One Only) per acre of land (on 50 acres earmarked for International Level Cricket Stadium cum Sports complex) for the entire concession period of 35 years.


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Article 4.

Conditions Precedent to the Agreement

4.1. Conditions Precedent 4.1.1. The respective rights and obligations of the Parties under this Agreement shall be subject to the satisfaction in full of the conditions precedent specified in this Clause 4.1 (the “Conditions Precedent”).

4.1.2. The Concessionaire may, upon providing the Performance Security to the Concessioning Authority in accordance with Article 9, by notice require the Concessioning Authority to satisfy the Conditions Precedent set forth in this Clause 4.1.2 within a period of 30 (thirty) days of the notice, and the obligations of the Concessioning Authority hereunder shall be deemed to have been performed when the Concessioning Authority shall have procured for the Concessionaire the peaceful possession of the Site as demarcated under Schedule 1;

4.1.3. Concessionaire shall satisfy the Conditions Precedent at any time within 30 (thirty) days from the date the Concessioning Authority has given the Letter of Intent for the appointment of the Concessionaire and all the Conditions Precedent shall be deemed to have been fulfilled when the Concessionaire shall have

(a) provided Performance Security to the Concessioning Authority; and (b) Delivered to the Concessioning Authority a legal opinion from the legal counsel of the Concessionaire with respect to the authority of the Concessionaire to enter into this Agreement and the enforceability of the provisions thereof (c) The members of the Consortium must form a Special Purpose Vehicle (SPV) and submit an MoU for the purpose of Special Purpose Vehicle.

4.2. Compliance Certificate Upon compliance with the Conditions Precedent, each Party shall forthwith issue a Compliance Certificate pursuant to which the obligations of the Parties under this Agreement shall commence.

4.3. Non-Fulfillment of the Conditions Precedent 4.3.1. In the event of failure by any Party to procure compliance with any of the Conditions Precedent as per the provisions of this Article 4 and the other Party have not waived any of the conditions (partially or absolutely), the Agreement shall cease to have any effect as of that date.

4.3.2. In the event of the Agreement not coming into effect on account of the Concessionaire not fulfilling the Conditions Precedent then the Concessionaire shall forfeit the Earnest Money Deposit and the Performance Security.


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4.3.3. In the event of the Agreement not coming into effect on account of the Concessioning Authority not fulfilling any of the Conditions Precedent then the Earnest Money Deposit and the Performance Security shall be returned to the Concessionaire.

4.3.4. Notwithstanding anything contained in this clause, the Parties may mutually decide to extend the time period for the fulfillment of the Conditions Precedent.


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Article 5.

Obligations of the Concessionaire

5.1. Obligations of the Concessionaire 5.1.1. Subject to and on the terms and conditions of this Agreement, the Concessionaire shall at its cost and expense procure finance for and undertake the Project scope of work as mentioned in Article 2 and observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder.

5.1.2. The Concessionaire shall comply with all Applicable Laws in the performance of its obligations under this Agreement.

5.1.3. Without prejudice to Clauses 5.1.1 and 5.1.2 above, the Concessionaire shall discharge its obligations as per the National Building Code, Development Control Rules, the principles of good industry practice and as a reasonable and prudent person, statutory requirements, laws of the land and any other norms, which are applicable from time to time.

5.1.4. The Concessionaire shall get prior approval of the Concessioning Authority in case there is any change in the facilities defined under the Project during the concession period.

5.1.5. The Stadium as mentioned in Article 2 shall be used for the purpose of sports activities only. Any other usages of the Stadium shall not be permitted during the concession period without prior approval of the Concessioning Authority.

5.1.6. On the ---------- acres of land given as Consideration to the Concessionaire as given in Article 3 of this Agreement, the Concessionaire shall not create any third party rights, shall not give the said land on lease and any other encumbrances till the Concessionaire obtains Completion Certificate for the Project from the Concessioning Authority.

5.1.7. Without prejudice to Clauses 5.1.1 and 5.1.2 above the Concessionaire shall, at its own cost and expense observe, undertake, comply with and perform, in addition to and not in derogation of, its obligations elsewhere set out in this Agreement, the following:

(a) make, or cause to be made, necessary applications to the relevant Governmental Agencies with such particulars and details, as may be required for obtaining all Applicable Permits and obtain such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for materials, methods, processes and systems used or incorporated into development and operations of the Project; (c) not to damage any other infrastructure or any other utility developed by the Concessioning Authority or any other utilities developed and maintained by any other authority or person and in case of any such damage to undertake the repair and also to pay for any losses that is incurred by the Concessioning Authority or any authority or any other person, as the case may be. Request for Proposal – Volume II

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(d) ensure and procure that the Concessionaire shall comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Concessionaire’s obligations under this Agreement; (e) not to do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; (f) not to create any third party rights, except for the purpose of borrowing from banks, on the land given on Concession for 35 years. But also to ensure that Government of UP/Concessioning Authority are not adversely affected in any way; (g) shall make payment towards the Concessioning Authority as per provisions of this Agreement; (h) Procure at its own costs, expenses and risk all services necessary for the construction and operations of the Project including without limitation electricity, water, materials and labour; (i) shall ensure reservation in matters of employment as per applicable Government of UP policies (j) shall complete construction of the Project and get necessary approvals for commercial operations within a period of 24 months from the Effective Date; and (k) transfer the Project site on the date of termination of Concession to the Concessioning Authority.

5.2. Obligations relating to Other Agreements 5.2.1. It is expressly agreed that the Concessionaire shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in any other agreement, and no default under any agreement shall excuse the Concessionaire from its obligations or liability hereunder.

5.2.2. The Concessionaire may undertake development of Project by itself or through one or more contractors possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the scope of work as mentioned under Article 2.1.

5.3. Obligations relating to Change in Ownership The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Concessioning Authority as per the provisions of this Article 5.3.

5.3.1. No change in Consortium Members shall be allowed till the completion of the Project or a minimum of 3 years from the date of signing of the Concession Agreement (whichever is later). However, the Lead Consortium Member shall not be allowed to be changed over the entire Concession Period and shall continue to hold 51% stake in the Consortium till the end of Concession Period.


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5.3.2. Each Consortium Member shall invest minimum 11% stake in SPV. None of the Consortium Member shall be allowed to dilute its stake till the completion of the Project or a minimum of 3 years from the date of signing of the Concession Agreement (whichever is later).

5.3.3. Lead Consortium Member shall invest minimum 51% stake in the SPV. Lead Consortium Member shall not be allowed to dilute its stake to a level below 51% upto the end of Concession Period. However, in case the Lead Consortium Member holds more than 51% stake in the Consortium, it may be allowed to dilute its stake in a manner such that it does not fall to a level below 51% only if it is equal and better replacement but yet it will be under the discretion of the Concessioning Authority and such dilution in stake shall not be allowed till the completion of the Project or a minimum of 3 years from the date of signing of the Concession Agreement whichever is later. This holds for the single entity bidder also and hence no bidder who has 100% equity in the Project can dilute it to a level below 51% upto the end of the Concession Period. Remaining stake can be diluted as per the provisions of Clause 5.3.3.


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Article 6.

Obligations of the Concessioning Authority

6.1. Obligations of the Concessioning Authority 6.1.1. The Concessioning Authority shall, at its own cost and expense, undertake, comply with and perform all its obligations set out in this Agreement or arising hereunder.

6.1.2. The Concessioning Authority agrees to provide support to the Concessionaire and undertakes to observe, comply with and perform, subject to and in accordance with the provisions of this Agreement and the Applicable Laws, the following:

(a) upon written request from the Concessionaire, and subject to the Concessionaire complying with Applicable Laws, provide all reasonable support and assistance to the Concessionaire in procuring Applicable Permits required from any Government Instrumentality for implementation and operation of the Project; (b) upon written request from the Concessionaire, assist the Concessionaire in obtaining access to all necessary infrastructure facilities and utilities, including water at rates and on terms no less favourable to the Concessionaire than those generally available to commercial customers receiving substantially equivalent services; (c) extend the assistance of its good offices on a reasonable effort basis to assist the Concessionaire in the provision of electricity; (d) procure that no barriers are erected or placed on the Project site or the way towards the Project site by the Concessioning Authority, by any Government Instrumentality or persons claiming through or under it, except for reasons of Emergency or national security, law; (e) assist the Concessionaire in procuring Police assistance for regulation of movement of any person on the Project site, removal of trespassers and for security of the material, labour and machinery; (f) not to do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement; and (g) support, cooperate with and facilitate the Concessionaire in the implementation of the Project.


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Article 7.

Representations and Warranties

7.1. Representations and Warranties of the Concessionaire The Concessionaire represents and warrants to the Concessioning Authority that: (a) it is duly organized and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and other actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under including any obligation, liability or responsibility hereunder; (f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasijudicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (j) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (k) the existing Lead Consortium Members hold not less than 51% (fifty – one percent) of it’s issued and paid up Equity and together with the existing consortium member hold not less than 100% as on the date of this Agreement and the respective holding of each Consortium Request for Proposal – Volume II

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Member conforms to the representation made by the Consortium and accepted by the Concessioning Authority as part of the Bid and that no member of the Consortium shall hold less than 11% (eleven per cent) of such as per the provisions of Article 5.3; (l) no order has been made and no resolution has been passed for the winding up of the Concessionaire or for a provisional liquidator to be appointed in respect of the Concessionaire and no petition has been presented and no meeting has been convened for the purpose of winding up the Concessionaire. No receiver has been appointed in respect of the Concessionaire or all or any of its assets. The Concessionaire is not insolvent or unable to pay its debts as they fall due. (m) no representation or warranty by it contained herein or in any other document furnished by it to the Concessioning Authority or to any Government Instrumentality in relation to Applicable Permits 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; and (n) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the grant of land or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Concessioning Authority in connection therewith.

7.2. Representations and Warranties of the Concessioning Authority The Concessioning Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary action under the Applicable Laws to authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) there are no actions, suits or proceedings pending or, to its 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 default or breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform its obligations under this Agreement; (f) 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 Instrumentality which may result in any material adverse effect on the Concessionaire’s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) it has not entered into any other Agreement, contract, transaction, arrangement or understanding in relation to the same Project or part of the Project with any third party, or the sale, Concession assignment, or other disposition in whole or in part in respect of the said land other than the disclosed in this Agreement; Request for Proposal – Volume II

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(i) all information provided by it in the Tender Notice and invitation to bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; (j) it has good and valid right for construction of the Project, and has power and authority to give land on 35 years Concession to the Concessionaire; and (k) upon the Concessionaire completing the Project as per this Agreement, and performing the covenants herein, it shall not at any time during the 35 years Concession, interfere with peaceful enjoyment of the land by the Concessionaire, except in accordance with the provisions of this Agreement.

7.3. Disclosure In the event that any occurrence or circumstance comes to the attention of either Party that renders any of its aforesaid representations or warranties untrue or incorrect, such Party shall immediately notify the other Party of the same. Such notification shall not have the effect of remedying any breach of the representation or warranty that has been found to be untrue or incorrect nor shall it adversely affect or waive any obligation of either Party under this Agreement.


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Article 8.

Disclaimer

8.1. Disclaimer 8.1.1. The Concessionaire acknowledges that prior to the execution of this Agreement, the Concessionaire has, after a complete and careful examination, made an independent evaluation of the Tender Notice, Scope of the services to be provided, Project site, Specifications and Standards set for providing quality of services, local conditions, possible demand and all information provided by the Concessioning Authority, and has determined to its satisfaction the accuracy or otherwise thereof and the nature and extent of difficulties, risks and hazards as are likely to arise or may be faced by it in the course of performance of its obligations hereunder. Save as provided in Clause 7.2, the Concessioning Authority makes no representation whatsoever, express, implicit or otherwise, regarding the accuracy and/or completeness of the information provided by it and the Concessionaire confirms that it shall have no claim whatsoever against the Concessioning Authority in this regard.

8.1.2. The Concessionaire acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth in Clause 8.1.1 above and hereby acknowledges and agrees that the Concessioning Authority shall not be liable for the same in any manner whatsoever to the Concessionaire or any person claiming through or under this Agreement.


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Article 9.

Performance Security

9.1. Performance Security The Concessionaire has submitted to the Concessioning Authority Performance Guarantee of Rs. 15, 65, 00,000 (Rupees Fifteen Crores Sixty Five Lakh Only) in the form of a Bank Guarantee in favor of Lucknow Development Authority, payable at Lucknow; the details of which are given below: The Performance Security shall be valid for a period of twelve months and shall be renewed every year, at least 30 days prior to the last date. All charges, fees, costs and expenses related to the Bank Guarantee shall be borne and paid by the Concessionaire. The Concessionaire undertakes and warrants to Concessioning Authority that the bank guarantee furnished as above shall be irrevocable and shall continue to be effective and enforceable six months beyond the period of six months from the date of the expiry of the Concession Period.

9.2. Appropriation of Performance Security Upon occurrence of a Concessionaire Default, the Concessioning Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to invoke and appropriate the relevant amounts from the Performance Security as Damages for such Concessionaire Default. Upon such invocation and appropriation from the Performance Security, the Concessionaire shall, within 15 (fifteen) days thereof, replenish, in case of partial appropriation, the Performance Security to its original level, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, and the Concessionaire shall, within the time so granted, replenish or furnish fresh Performance Security as aforesaid failing which the Concessioning Authority shall be entitled to terminate this Agreement in accordance with Article 13.

9.3. Release of Performance Security The Performance Security in the form of bank guarantee shall remain in force and effect beyond the period of six months from the date of the expiry of the Concession Period. It shall be duly discharged and released to the Concessionaire beyond the period of six months from the date of expiry of the Concession Period and transfer of the Project along with the land to LDA. The performance security in the form of bank guarantee shall be renewed every year till the end of the Concession Period and transfer of the Project along with the land to LDA. If the Agreement is terminated due to any event other than a Concessionaire Event of Default, the Performance Security shall, subject to the Concessioning Authority’s right to receive or recover amounts, if any, due from the Concessionaire under this Agreement, be duly discharged and released to the Concessionaire.


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Article 10.

Access on Project Site

10.1. Project Site The Project site shall comprise of the land as described in Schedule- 1 and which shall be given on Concession by the Concessioning Authority to the Concessionaire for 35 years. The Concessioning Authority on providing the performance security and signing this Agreement, shall within 15 days, give on Concession to the Concessionaire, the Project site for 35 years for the Scope of the Project as mentioned in Article 2.

10.1.1.

It is being expressly agreed and understood that the Concessioning Authority shall have no liability whatsoever in respect of survey and investigations carried out or work undertaken by the Concessionaire pursuant hereto in the event of Termination or otherwise.

10.1.2.

It is expressly agreed that the rights granted hereunder shall terminate automatically and forthwith, without the need for any action to be taken by the Concessioning Authority to terminate the rights, upon the Termination of this Agreement for any reason whatsoever.

10.1.3.

It is expressly agreed that mining rights do not form part of the rights granted to the Concessionaire under this Agreement and the Concessionaire hereby acknowledges that it shall not have any mining rights or any interest in the underlying minerals on or under the area where cable have been laid. For the avoidance of doubt, mining rights mean the right to mine any and all minerals or interest therein.

10.1.4.

10.2. Others Access to the Concessioning Authority and any person appointed as the Engineers / consultants appointed by Concessioning Authority

10.2.1.

The right of way granted for construction on the Project site shall always be subject to the right of access of the person appointed by the Concessioning Authority for inspection, viewing and exercise of their rights and performance of their obligations under this Agreement.

10.2.2.

Special/temporary right of way

The Concessionaire shall bear all costs and charges for any special or temporary right of way required by it in connection with access to the Project Site. The Concessionaire shall obtain at its cost such facilities on or outside the Site as may be required by it for the purposes of the Construction and the performance of its obligations under this Agreement.


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Article 11.

Construction on the Project Site

11.1. Obligations prior to the commencement of any work Prior to commencement of any work, the Concessionaire shall: (a) submit to the Concessioning Authority time schedule for completion; (b) appoint its representative duly authorised to deal with the Concessioning Authority in respect of all matters under or arising out of or relating to this Agreement; (c) Undertake, do and perform all such acts, deeds and things as may be necessary or required before commencement of any work under and in accordance with this Agreement, the Applicable Laws and Applicable Permits; and (d) Procure all such approvals/consents/permits as necessary as per applicable laws

11.2. Project Start and Completion date On or after the Effective Date, the Concessionaire shall undertake construction of Project. The 24th Month from the Effective Date shall be the scheduled date for completion of the Project and the Concessionaire agrees and undertakes that Project shall be completed on or before the Scheduled Date.

11.2.1.

In the event that Project is not completed by the Scheduled Completion Date, unless the delay is on account of reasons solely attributable to the Concessioning Authority or due to Force Majeure, the Concessioning Authority shall encash 10% of the Performance Security amount per month, for a maximum period of six months after which Concessioning Authority shall be entitled to terminate this Agreement. . The Performance Security shall be replenished by the Concessionaire as soon the Performance Security is encashed by the Concessioning Authority.

11.2.2.

11.3. Completion Certificate The Concessionaire after completion of the Project shall inform in writing to the Concessioning Authority that it has completed the construction as per Project scope. The Concessioning Authority shall issue the Completion Certificate, after which the Concessionaire can start the commercial operations.


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Article 12.

Force Majeure

12.1. Force Majeure As used in this Agreement, the expression “Force Majeure” or “Force Majeure Event” shall mean occurrence in India of any or all of events, as defined in Clause 12.2, if it affects the performance by the Party claiming the benefit of Force Majeure (the “Affected Party”) of its obligations under this Agreement and which act or event (i) is beyond the reasonable control of the Affected Party, and (ii) the Affected Party could not have prevented or overcome by exercise of due diligence and following Good Industry Practice, and (iii) has Material Adverse Effect on the Affected Party.

12.2. Force Majeure Events A Force Majeure Event shall mean one or more of the following acts or events: (a) act of God, plague, lightning, earthquake, landslide, cyclone, flood, volcanic eruption, radioactive contamination; (b) an act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy) (c) any failure of another service provider to the extent caused by any of the Force Majeure Event mentioned above affecting the performance of the Agreement; (d) any event or circumstances of a nature analogous to any of the foregoing;

12.3. Duty to Report Force Majeure Event Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report such occurrence to the other Party forthwith. Any notice pursuant hereto shall include full particulars of: (a) the nature and extent of each Force Majeure Event with evidence in support thereof; (b) the estimated duration and the effect or probable effect which such Force Majeure Event is having or will have on the Affected Party’s performance of its obligations under this Agreement; (c) the measures which the Affected Party is taking or proposes to take for alleviating the impact of such Force Majeure Event; and (d) any other information relevant to the Affected Party’s claim. The Affected Party shall not be entitled to any relief under the Agreement for or in respect of a Force Majeure Event unless it shall have notified the other Party of the occurrence of the Force Majeure Event as soon as reasonably practicable, and in any event not later than 24 (twenty four) hours after the Affected Party knew, or ought reasonably to have known, of its occurrence, and shall have given particulars of the probable material effect that the Force Majeure Event is likely to have on the performance of its obligations under this Agreement.

12.4. Effect of Force Majeure Event Upon the occurrence of any Force Majeure Event the period set forth for the Project Completion Date shall be extended by a period equal in length to the duration of the Force Majeure Event.


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12.5. Allocation of Costs Arising out of Force Majeure Upon occurrence of any Force Majeure Event, the Parties shall bear their respective costs and no Party shall be required to pay to the other Party any costs thereof. Neither Party shall be liable in any manner whatsoever to the other Party in respect of any loss, damage, cost, expense, claims, demands and proceedings relating to or arising out of occurrence or existence of any Force Majeure Event or exercise of any right pursuant hereto.

12.6. Dispute Resolution In the event that the Parties are unable to agree in good faith about the occurrence or existence of a Force Majeure Event, such Dispute shall be finally settled in accordance with the Dispute Resolution Procedure as mentioned in Article 15; provided that the burden of proof as to the occurrence or existence of such Force Majeure Event shall be upon the Party claiming relief and/or excuse on account of such Force Majeure Event.


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Article 13.

Termination

13.1. Termination for Concessionaire Default Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Concessionaire fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 15 (fifteen) days, the Concessionaire shall be deemed to be in default of this Agreement (a “Concessionaire Default”), unless the default has occurred solely as a result of any breach of this Agreement by the Concessioning Authority or due to Force Majeure event. The defaults referred to herein shall include: (a) the Performance Security has been partially or fully invoked and appropriated by the Concessioning Authority as per the Concession Agreement and the Concessionaire fails to replenish or provide fresh Performance Security within a Cure Period of 15 (fifteen) days; (b) the Concessionaire does not make payment to the Concessioning Authority and remains in default for a period of more than 15 days from the due date of payment; (c) the Concessionaire does not complete the Project as per the date mentioned in the Agreement and continues to be in default for 180 (One Hundred and Eighty) days; (d) the Concessionaire does not construct and operate any of the items mentioned in the scope of work; (e) the Concessionaire abandons or manifests intention to abandon the Project without prior written consent of the Concessioning Authority; (f) the Concessionaire has failed to make any payment towards damages to any user or any utility within the period specified in this Agreement; (g) the Concessionaire repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement; (h) Change in management control of the Concessionaire Company which according to the Concessioning Authority may have material adverse effect towards the completion of the Project. (i) the Concessionaire is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Concessionaire or for the whole or material part of its assets at any time before the Scheduled Project Completion Date; (j) the Concessionaire has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of the Concessioning Authority, a Material Adverse Effect; (k) a resolution for winding up of the Concessionaire is passed, or any petition for winding up of the Concessionaire is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or the Concessionaire is ordered to be wound up by Court; (l) the Concessionaire has failed to fulfill any obligation, for which failure Termination has been specified in this Agreement; or


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(m) the Concessionaire commits a material default in complying with any other provision of this Agreement. (n) On --------- acres of land given as Consideration to the Concessionaire as given in Article 3 of this Agreement, the Concessionaire create any third party rights; give the said land on lease and any other encumbrances before the Concessionaire obtains Completion Certificate for the Project from the Concessioning Authority.

13.2. Procedure to issue Termination Notice Without prejudice to any other rights or remedies which the Concessioning Authority may have under this Agreement, upon occurrence of a Concessionaire Default, the Concessioning Authority shall be entitled to terminate this Agreement by issuing a Termination Notice to the Concessionaire; provided that before issuing the Termination Notice, the Concessioning Authority shall by a notice inform the Concessionaire of its intention to issue such Termination Notice and grant 15 (fifteen) days to the Concessionaire to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

13.3. Effect of Termination Upon Termination as per article 13.1, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable by the Concessioning Authority. Concessionaire acknowledges that within 10 days of termination, the Concessionaire vacates the Project site. Concessionaire acknowledges that once the agreement is terminated the land allocated shall be returned back to the Concessioning Authority. In such case, the lease deed will stand cancelled ipso facto and land is returned back to the Concessioning Authority automatically. The entire construction made by the Concessionaire till that date on the Project site as part of the scope of work shall get transferred without any consideration to the Concessioning Authority. Concessioning Authority at its own discretion may repay the consideration already paid by the Concessionaire after adjusting for any direct or indirect losses that Concessioning Authority might have incurred due to delay in completion of the Project. No liability with respect to the land or assets shall devolve on Concessioning Authority.

13.4. Other Rights and Obligations of the Concessioning Authority Upon Termination for any reason whatsoever, the Concessioning Authority shall: (a) be deemed to have taken possession and control of the Project site and any construction made on such site till the date of termination; (b) take possession and control of all materials, stores, implements and construction on or about the Project; (c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Project Site or any part of the Project; and (d) Invoke the Performance Security as part Damages. In case termination is done by the Concessioning Authority not because of the default of the Concessionaire, then in such condition the Concessioning Authority will pay for all the financial loses incurred by the Concessionaire and the quantum of the financial losses will be decided by the Arbitrator as per Clause 15.3.


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Article 14.

Liability and Indemnity

14.1. General indemnity The Concessionaire will indemnify, defend, save and hold harmless the Concessioning Authority and its officers, employees, agents and consultants against any and all suits, proceedings, actions, demands and third party claims for any loss, damage, cost and expense of whatever kind and nature arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related Agreement, except to the extent that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach of this Agreement on the part of the Concessioning Authority indemnified persons.

14.2. Liability of Concessioning Authority The Concessioning Authority will indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, demands and third party claims for any loss, damage, cost and expense of whatever kind and nature arising out of (a) (b)

defect in title and/or the rights of the Concessioning Authority in the land given on Concession to the Concessionaire breach by the Concessioning Authority of any of its obligations under this Agreement or any related Agreement, which materially and adversely affect the performance by the Concessionaire of its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of any of its obligations under any provision of this Agreement or any related Agreement and/or breach of its statutory duty on the part of the Concessionaire, its subsidiaries, affiliates, contractors, employees or agents and the same shall be the liability of the Concessionaire.

14.3. Indemnity by the Concessionaire Without limiting the generality of Clause 14.1, the Concessionaire shall fully indemnify, hold harmless and defend the Concessioning Authority from and against any and all loss and/or damages arising out of or with respect to: (a) (b) (c) (d)

failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire’s contractors, suppliers and representatives; or non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. Breach by the Concessionaire of any of the obligations under this Agreement.


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14.4. No consequential claims Notwithstanding anything to the contrary contained in this Article 14, the indemnities herein provided shall not include any claim or recovery in respect of any cost, expense, loss or damage of an indirect, incidental or consequential nature, including loss of profit, except as expressly provided in this Agreement.

14.5. Survival on Termination The provisions of this Article 14 shall survive Termination.


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Article 15.

Dispute Resolution

15.1. Dispute resolution Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in relation to this Agreement (including its interpretation) between the Parties, and so notified in writing by either Party to the other Party (the “Dispute”) shall, in the first instance, be attempted to be resolved amicably in accordance with the conciliation procedure set forth in Clause 15.2.

15.1.1.

The Parties agree to use their best efforts for resolving all Disputes arising under or in respect of this Agreement promptly, equitably and in good faith, and further agree to provide each other with reasonable access during normal business hours to all non-privileged records, information and data pertaining to any Dispute.

15.1.2.

15.2. Conciliation In the event of any Dispute between the Parties, either Party may call upon the Vice Chairman of the Concessioning Authority to mediate and assist the Parties in arriving at an amicable settlement thereof. Failing mediation by the Vice Chairman of the Concessioning Authority within 7 (seven) days from the date of reference to discuss and attempt to amicably resolve the Dispute , either Party may require such Dispute to be referred to the Principle Secretary, Housing for amicable settlement. If the Dispute is not resolved as evidenced by the signing of written terms of settlement within 30 (thirty) days of the notice in writing referred to in Clause 15.1.1 or such longer period as may be mutually agreed by the Parties, either Party may refer the Dispute to arbitration in accordance with the provisions of Clause 15.3.

15.3. Arbitration Any Dispute which is not resolved amicably by conciliation, as provided in Clause 15.2, shall be decided by reference to Arbitral Tribunal appointed in accordance with Clause 15.3.2. Arbitration shall be held in accordance with the provisions of Arbitration and Conciliation Act, 1996 .The venue of arbitration shall be Lucknow, and the language of arbitration proceedings shall be English.

15.3.1.

The Arbitral Tribunal shall consist of three arbitrators. Each Party shall appoint one arbitrator, and the third arbitrator shall be appointed by the two arbitrators so appointed, and in the event of disagreement between the two arbitrators, the appointment shall be made in accordance with the Arbitration and Conciliation Act, 1996.

15.3.2.

The arbitrators shall make a reasoned award (the “Award”). Any Award made in any arbitration held pursuant to this Article 15 shall be final and binding on the Parties as from the date it is made, and the Concessionaire and the Concessioning Authority agree and undertake to carry out such Award without delay.

15.3.3.


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The Concessionaire and the Concessioning Authority agree that an Award may be enforced against the Concessionaire and/or the Concessioning Authority, as the case may be, and their respective assets wherever situated.

15.3.4.

This Agreement and the rights and obligations of the Parties shall remain in full force and effect, pending the Award in any arbitration proceedings hereunder.

15.3.5.


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Article 16.

Miscellaneous

16.1. 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 Lucknow shall have jurisdiction over matters arising out of or relating to this Agreement.

16.2. Waiver of Immunity Each Party unconditionally and irrevocably: (a)

agrees that the execution, delivery and performance by it of this Agreement constitute commercial acts done and performed for commercial purpose;

(b)

agrees that, should any proceedings be brought against it or its assets, property or revenues in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement, no immunity from such proceedings shall be claimed by or on behalf of the Party with respect to its assets;

(c)

waives any right of immunity which it or its assets, property or revenues now has, may acquire in the future or which may be attributed to it in any jurisdiction; and

16.3. Delayed Payments The Parties hereto agree that payments due from one Party to the other Party under the provisions of this Agreement shall be made within the period set forth therein, and if no such period is specified, within 15 (fifteen) days of receiving a demand along with the necessary particulars. In the event of delay beyond such period, the defaulting Party shall pay penalty for the period of delay calculated at a rate equal to 12% per annum, and recovery thereof shall be without prejudice to the rights of the Parties under this Agreement including Termination thereof.

16.4. Waiver Waiver, including partial or conditional waiver, by either Party of any default by the other Party in the observance and performance of any provision of or obligations under this Agreement:-

16.4.1.

(a)

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; (b) shall not be effective unless it is in writing and executed by a duly authorised representative of the Party; and (c) shall not affect the validity or enforceability of this Agreement in any manner.


Page 39


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 thereunder 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.

16.4.2.

16.5. Liability for Inspection of Documents Except to the extent expressly provided in this Agreement: (a)

no review, comment or inspection by the Concessioning Authority of any document submitted by the Concessionaire nor any observation or inspection of any document or operations conducted at the Project Site hereunder shall relieve or absolve the Concessionaire from its obligations, duties and liabilities under this Agreement, the Applicable Laws and Applicable Permits; and

(b)

the Concessioning Authority shall not be liable to the Concessionaire by reason of any review, comment, approval, observation or inspection referred to in Sub clause (a) above.

16.6. 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 either Party not contained in a binding legal Agreement executed by both Parties.

16.7. Survival 16.7.1.

Termination shall:

(a)

not relieve the Concessionaire or the Concessioning Authority, as the case may be, of any obligations hereunder which expressly or by implication survive Termination hereof; and

(b)

except as otherwise provided in any provision of this Agreement expressly limiting the liability of either Party, not relieve either Party of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such Termination or arising out of such Termination. All obligations surviving Termination shall only survive for a period of 5 (five) years following the date of such Termination.

16.7.2.

16.8. Entire Agreement This Agreement and the Schedules together constitute a complete and exclusive statement of the terms of the Agreement between the Parties on the subject hereof, and no amendment or modification hereto shall be valid and effective unless such modification or amendment is agreed to in writing by the Parties and duly executed by persons especially empowered in this behalf by the respective Parties. All prior written or oral understandings, offers or other communications of every kind pertaining to this Agreement are abrogated and withdrawn.

16.9. Severability 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, the validity, legality or enforceability of the remaining provisions Request for Proposal – Volume II

Page 40


shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing to one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or unenforceable provision. Failure to agree upon any such provisions shall not be subject to the Dispute Resolution Procedure set forth under this Agreement or otherwise.

16.10. No partnership This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the Parties, or to impose any partnership obligation or liability upon either Party, and neither Party shall have any right, power or authority to enter into any Agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party.

16.11. Third Parties This Agreement is intended solely for the benefit of the Parties, and nothing in this Agreement shall be construed to create any duty to, standard of care with reference to, or any liability to, any person not a Party to this Agreement, unless expressly provided in this Agreement.

16.12. Successors and Assigns This Agreement shall be binding upon, and inure to the benefit of the Parties and their lawful successors, as per the provisions of this Agreement.

16.13. Notices Unless otherwise stated, all notices, approvals, instructions and other communications for the purposes of this Agreement shall be given in writing and may be given by facsimile, by personal delivery or by sending the same by prepaid registered mail addressed to the Party concerned at its address stated in the title of this Agreement or the fax numbers set out below and/or any other address subsequently notified to the other Parties for the purposes of this clause 16.14 and shall be deemed to be effective (in the case of registered mail) 10 calendar days after posting, (in the case of facsimile) two Business Days after receipt of a transmission report confirming dispatch or (in the case of personal delivery) at the time of delivery. If to Concessioning Authority: Address

: Lucknow Development authority Pradhikaran Bhavan, Vipin Khand, Gomti Nagar, Lucknow, Uttar Pradesh Tel: No. 0091-522-2302578 Fax No. 0091-522-2398386

Attention

: Vice Chairman

If to the Concessionaire: Address Request for Proposal – Volume II

: Page 41


Telephone Fax Attention

: : :

16.14. Language All notices required to be given by one Party to the other Party and all other communications, Documentation and proceedings which are in any way relevant to this Agreement shall be in writing and in English or Hindi language.

16.15. Counterparts This Agreement may be executed in two counterparts, each of which, when executed and delivered, shall constitute an original of this Agreement.

16.16. Validity This Agreement shall be valid for the entire concession period

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN. SIGNED, SEALED AND

SIGNED, SEALED AND

DELIVERED

DELIVERED

For and on behalf of

For and on behalf of

Concessioning Authority (Lucknow Development Authority) by:

CONCESSIONAIRE by:

(Signature)

(Signature)

(Name)

(Name)

(Designation)

(Designation)

In the presence of: 1. 2.


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Schedule 1. Project Site

Site location

i


Schedule 2. Technical Schedule The following specifications and standards cover only some of the minimum requirements for the development. The developer shall design, finance, construct, maintain and operate the proposed Cricket Stadium and Sports Complex strictly conforming to the relevant Indian Standards, the best Industry practices and internationally acceptable norms. Whether the requirements are explicitly stated or not in the RFP documents, the bidders must note that Government of UP envisages a world class facility in all respects and expects a truly international quality and standards from the selected developer as the binding contractual obligation.

The size of the cricket pitch dimensions shall confirm with international cricket pitch size The stadium should be equipped with proper lighting arrangement in order to conduct night cricket matches The stadium should be designed for a minimum seating capacity of 50,000 people In seating areas, super elevation of at least 15 cm shall be given in order to maintain spectator line of sight. All the spectator area shall be provided with roofing In order to prevent overcrowding and to ensure fast evacuation during any untimely disaster, the seating areas shall be divided into groups or blocks. Each block should have its own entry and exit points and should be separated from the other by fences. For every 750 seats, at least 1 escape route (i.e. stairway, ramp, or flat surface) with minimum width of 1 mt shall be provided. An AC viewing gallery shall be provided with a seating capacity of at least 250 viewers There should be at least one royal box with movable furniture for guests of honour. The stadium should have first aid treatment area consisting of at least 2 treatment and recovery rooms of 15 sq. mt each, 2 store rooms of 2 sq. mt and two toilets with ventilation per each recovery room. The toilet facility provided shall be minimum 1 WC per 100 visitors. Out of the total toilets, 40% shall be toilets for women, 20% for men and 40% urinals. For emergency services like Police and fire brigade minimum area of 50 sq. mt should be demarcated.

Sports Complex

Sports Complex shall have facility and necessary infrastructure for at least 5 different types of games that shall include badminton, basket ball\ valley ball, lawn tennis and shooting training. It should have the seating capacity for 600 viewers An Olympic size (25 x 50 mt) swimming pool shall be provided within the sports complex Ancillary facilities required for the sports complex shall include changing rooms, shower cabins, toilets, Instructors room, equipment room, first aid room and a care takers room

ii


The sports complex shall include indoor sports facilities like table tennis, squash, snooker, etc. Optional facilities like club house or a gymnasium can be built for commercial purpose and for the use of general public with an annual fee or membership. Optional facilities like Sports academy can be run within the sports complex and it shall have the facility for teaching students and also shall have necessary staff strength for each discipline.

The developer shall obtain necessary approval/affiliations from competent authority to conduct National and International level matches in the stadium within 2 years of commencement of operation.

iii

Pre Feasibility Report – International Cricket Stadium cum Sports Complex

Disclaimer: Neither Awas Bandhu, UP nor their employees or consultants make any

representation or warranty as to the accuracy, reliability or completeness of the information in this Pre Feasibility report . Awas Bandhu, UP nor their employees or consultants take any responsibility for any kind of investment done on the basis of this report. This report is only for reference of the bidders.


Table of Content

Sports Infrastructure in India...................................................................... 1-1

1 1.1 1.2 1.3

Introduction Types of Sports infra-facilities PPP in Sports Infrastructure: Case Studies

1-1 1-4 1-5

Institutional Framework ................................................................................ 2-1

2 2.1 2.2 2.3 2.4 2.5

Hierarchy Ministry of Youth affairs and Sports Sports Authority of India Indian Olympic Association Sports Associations at state and local levels

2-1 2-2 2-2 2-3 2-3

Rationale of the project ................................................................................. 3-1

3 3.1 3.2 3.3

Present Status of sports facilities in state Performance Reasons for demand of a sports hub

3-1 3-2 3-3

Proposed Development .................................................................................. 4-1

4 4.1 4.2

Lucknow Sports hub fact sheet Project Costing and Phasing

4-1 4-2

Financial Feasibility.......................................................................................... 5-1

5 5.1 5.2 5.3 5.4 5.5

Revenue Assumptions Financial Viability Projected P&L statement Projected Balance Sheet Projected Cash Flow Statement

5-1 5-2 5-2 5-3 5-3


1 Sports Infrastructure in India 1.1 Introduction Considering the key role of sports in national life and for inculcating national pride in the younger generation, the objective of broad basing, that is, universalisation or mass participation in Sports assumes special significance. It is imperative to ensure that the educational institutions, Schools and Colleges in both rural and urban areas; the Panchayati Raj Institutions, Local Bodies, the government machinery, the Sports Associations and Industrial Undertakings, as also the various Youth and Sports Clubs. Efforts will be made to promote and encourage women’s participation in sports. The Union and State Governments, as well as the Sports Federations/Associations will endeavour to promote a “sports culture” for the speedier development of Sports in the country. As a nation we are proud of our ancient civilization. Our religious culture has produced great scholars and seekers of salvation, enlistment the world over look to India for advice in religious matters; matters related to the science, technology and commerce. But sadly, we have never had what could be called a sports culture. Not even in the Mahabharata days did we have a sports culture. Archery, boxing and wrestling were used as war weapons. But no contests were held even in these disciplines. With the advent of modern sports and the Olympic movement, Indians did put in serious effort in some sports. Dhyan Chand led the hockey crusade and India ruled the roost for three decades winning seven gold medals. Milkha Singh broke the world record in 400m at Rome in 1960 (but unfortunately three others did the same, ahead of him). P.T. Usha showed the world that Indian women are capable of competing with the best. Prakash Padukone beat the world single-handedly winning the All-England and the world title in badminton. But all these are stray cases of excellence and none of them are products of sports culture. They are all self-made greats. India can at the most claim to have a cricket culture, it has become just like religion. But the prevailing Cricket Culture is not Sports Culture.

1


With a potential talent pool of 1.1billion people, India is realizing the importance of competition in each sport and training athletes. At present there are more than 54 Sports facilities (indoor, cricket, football, hockey and multipurpose stadiums) in India which are capable of having a large scale event in respective sports.

1


Table 1-1: Stadiums in India

Source: Online Database of World Stadiums.com

1


1.2 Types of Sports infra-facilities There are various types of sports infrastructural facilities which are as following:-

1.2.1

International Multipurpose Stadiums: These stadiums are used for multiple events like football, hockey, athletics etc. Size wise, these facilities are the biggest ones as same is used for multiple events simultaneously. As India is hosting Common wealth games in year 2010, a lot of new facilities are under construction near by Delhi.

1.2.2

Cricket Stadiums:

These stadiums are meant for cricket in focus, however can also be utilised for other cultural and entertainment events of fairly large size. Cricket being the most popular sport in India, these sports facilities are the major part of overall sports facilities.

1.2.3

Indoor Stadiums: Certain sports activities like table tennis, badminton, wrestling, weight lifting, squash, volleyball, basketball etc. are played under roof and thus indoor stadium is required. Special floor is required for different sports activities and thus indoor stadium is

1.2.4

Aquatic centre

Aquatic centres are used for water sports like swimming, diving, water polo etc. It may be completely indoor or semi-open

1.2.5

Other smaller facilities :

This red to be the entry point for international travellers and would be used for dispersal of international traffic to the hinterland.

District Stadiums:

1


The government is keen to encourage the development sports in smaller towns and cities. Many towns and cities have a sports area either an open stadium or a playground with permanent seating facility available.

Indoor sports Complexes: Many cities across the country have indoor sports complex with capacity of 100 or 150 people. These facilities cater to the regional population for various indoor sports events.

1.3 PPP in Sports Infrastructure: Case Studies Sports have always been treated as a responsibility of State (Government). Private sector is involved in providing ancillary services like marketing, broadcasting and branding and infrastructure maintenance and operations. Public Private Partnership would be a new approach to develop world class infrastructure in sports and only a few examples are available to study. Some of the latest developments in sports infrastructure through PPP which are worth considering are as following:-

1.3.1 Singapore Sports Hub

The Sports Hub will be Singapore's premier land and sea sports, entertainment and lifestyle hub with integrated programming. A unique cluster development of integrated world-class sports facilities within the city, it will play a critical role in accelerating the development of sports industry, excellence and participation and take sports to the next level in Singapore. Located on a 35ha site in Kallang, the Sports Hub will include the following facilities: •

A new 55,000-capacity National Stadium with a retractable roof;

•

A 6,000-capacity indoor Aquatic Centre that meets world tournament standards;

•

A 3,000-capacity multi-purpose arena which will be scalable and flexible in layout;

•

41,000 sq m of commercial space

•

A Water Sports Centre

•

The existing 12,000-capacity Singapore Indoor Stadium; and

•

Supporting leisure and commercial developments

1


With its world-class facilities, the Sports Hub will be the Centre for Singapore's elite athletes and high performance management as well as an ideal location for sports and entertainment events, sports administration, and sports and recreation businesses. It will help to create a critical mass of international, regional and local sports federations and associations, sports medicine and sports science service providers, sports related training and education service providers, sports companies' sales and marketing headquarters, and retail outlets.

Located within the city, the Sports Hub is well connected to the Mass Rapid Transit network, major expressways and is only 15 minutes from the Singapore Changi International airport.

The Sports Hub is also located next to the Marina Bay area and is poised to ride on the wave of exciting developments at Marina Bay like the Marina Bay Sands Integrated Resort, Marina Barrage, Singapore Flyer and the floating platform at Marina Bay.

1


The Hub is the first and largest sports facilities infrastructure Public-PrivatePartnership (PPP) projects in the world. It is also Singapore's largest and flagship PPP project of this nature. The Singapore Government is fully committed to this project and is looking forward to working with private sector partners to capitalise on its full potential.

1.3.2 Satgadhi Sports Village

Sports City at Satgadhi Village in Bhopal, Madhya Pradesh on PPP Basis is a project costing Rs. 500 crores. It would be one of the largest integrated sports facility Major highlights of the project (overall area 172 acres) An Indicative area allotted within each sports activity are: •

Cricket Stadium: 25 acres

•

Aquatic Centre: 5 acres

•

Indoor Stadium: 5 acres

•

Tennis Complex: 7.5 acres

•

Outdoor Sports Complex: 2.5 acres

•

9 hole golf course: 45 acres

•

Other fields like sports player housing, parking, ESS, infrastructure etc.: 10 acres

•

The

remaining

area

is

allotted

for

real

estate

development.

1


2 Institutional Framework 2.1 Hierarchy Hierarchy of Sports Organizations in India

Source : Websites of SAI and Ministry of youth affairs and sports, (Indicative

Structure)

Ministry of youth affairs and Sports is the top most decision making agency to promote sports in the country followed by Sports authority of India. Indian Olympic association comes after SAI which takes care for sports operations regarding Olympics. However National federations and association registered with SAI, are also autonomous in there operations and arrange competition of international level (like BCCI in case of cricket).State government also promote sports in the respective states through infrastructure providing and various schemes. Associations, clubs and federations of different sports coordinate with registered national association and state government.

2


2.2 Ministry of Youth affairs and Sports The Ministry of Youth Affairs & Sports was initially set up as the Department of Sports in 1982 at the time of organisation of the IX Asian Games in New Delhi. Its name was changed to the Department of Youth Affairs & Sports during celebration of the International Youth Year, 1985. It became a Ministry on the 27th May, 2000. The specific subjects being dealt with by the Ministry are contained in the Order of the Government of India (Allocation of Business) Rules, 1961. Sports promotion is primarily the responsibility of the various National Sports Federations, which are autonomous. The role of the Government is to create the infrastructure and promote capacity building for broad–basing sports as well as for achieving excellence in various competitive events at the national and international levels. The Ministry’s schemes are geared towards achieving these objectives. The National Sports Policy was initially formulated in 1984. In order to broadbase sports and to promote excellence, Government has formulated a New National Sports Policy, 2001. The salient features of the New National Sports Policy are as under: 1. Broad-basing of Sports and achievement of excellence; 2. Upgradation and development of infrastructure; 3. Support to the National Sports Federations and other appropriate bodies; 4. Strengthening of scientific and coaching support to sports; 5. Incentives to sports persons; 6. Enhanced participation of women, Scheduled Tribes and rural youth; 7. Involvement of the Corporate Sector in sports promotion; and 8. Promote sports mindedness among the public at large.

2.3 Sports Authority of India The Sports Authority of India (SAI) was established by the Government of India in January 1984 as a registered society primarily to ensure effective maintenance and optimum utilisation of the various sports infrastructure that were built in Delhi during Asiad, 1982. It is now the nodal agency in the country for broad-basing sports and for training of sportspersons to achieve excellence in national and international sports, the Society for National Institute of Physical Education and Sports (SNIPES) was merged with SAI with effect from 1 May 1987.

2


Subsequently Netaji Subhash National Institute of Sports (NSNIS), Patiala and its allied centres at Bangalore, Kolkata and Gandhinagar and Lakshmibai National Colleges of Physical Education at Thiruvananthapuram came under Sports Authority of India (SAI). It has now six regional centres at Bangalore, Gandhinagar, Kolkata, Chandigarh, Bhopal and Imphal. Sports infrastructure is being created at Sonepat and the Northern Regional Centre would be shifted from Chandigarh to Sonepat. SAI has one Centre which is at Guwahati. SAI also operates a High Altitude Training Centre (HATC) at Shillaroo (H.P.). SAI proposes to open more sub-centres in addition to its Regional Centres. These are : (1) Sub-centre at Jabalpur (MP), Lucknow (UP), Nagercoil (Tamil Nadu) and Hazaribagh (Jharkhand).

2.4 Indian Olympic Association The Indian Olympic Association is responsible for the preparation and participation of competitors in the Olympic Games as well as in Regional events like Commonwealth and Asian Games. There is a separate federation at national level in each game/sport which assists the Indian Olympic Association and preparation of sportsmen. A special feature of the Indian Olympic Association is that, in addition to the national federation for each sport, there are State Olympic Associations in various States in the country. The State bodies controlling the different sports are affiliated to the national federations and to the State Olympic Associations. The aim of the State Olympic Associations is to ensure the promotion of sports in their respective States, in conjunction with the State bodies for the different games and sports. The overall responsibility for participation in the Olympic Games rests with the Indian Olympic Association

2.5 Sports Associations at state and local levels Today State governments are playing a bigger role by concentrating on providing better sports infrastructure facilities to players. More incentivization to players has also shown good results empirically. For example State of Andhra Pradesh has turn around the level of sports in state and coming to first 10 states in national games year after year. State of Maharashtra is hosting Youth Commonwealth games 2008 in Pune. Sports association at state and local level (district, city and towns) are the bodies situated at grass-root levels, thus play the most crucial level. As these bodies select the sportsmen at basic level.

2


3 Rationale of the project The Consultant has carried out market analysis to study the requirement of an international cricket stadium and sports complex.

3.1 Present Status of sports facilities in state State of Uttar Pradesh is having the largest population in the country and thus requirement of sports facilities are also large. Department of sports works directly under State Government and works towards promoting excellence in sports. Uttar Pradesh holds State Games in Lucknow every year since 2005. The five-day games featuring 14 Olympic events are held in as a run up exercise to National Games. These games would be the selection games to draw a strong team for the National Games. This is an excellent UP to make its presence felt in the national and international sports arena. Keeping in view the training and development for excellence in sports training academies fully funded by public sector in state are as following :•

Christian Physical training centre, Lucknow

•

Sports College, Lucknow (under SAI)

•

Sports academy in Gorakhopur.

Two international level sports infrastructure facilities in Uttar Pradesh are as following:-

3


Various districts having a sports complex and open stadium for sports facilities are as following :-

3.2 Performance Government is well aware of importance of the sports and providing necessary momentum through various schemes and incentives. Performance of state’s sportspersons in various events in national games last year is as following:-

3


Tally of National Games 2007 (*Source : SAI)

3.3 Reasons for demand of a sports hub 3.3.1 Improving the performance in sports A thoughtful look at medals tally gives us a strong probability of UP being in top 5 states. As the number of gold medals won by state are equal to above two rank holders and just two lesser than last member of top 5. An international standard sports infrastructure facility at state capital would be the right kind of impetus at the moment, analyzing the need of hour. A multisports international standard stadium with at least 55000 would suffice the requirement.

3.3.2 Hub for national and international level sports events Luknow as a city is a capable candidate for hosting next national games in 2009 with existing and planned sports facilities. Even state should look forward to bring international events to state. As big international events affect the whole regional economy. For example Olympics in china have been the most profitable Olympics games till now. With increasing popularity of various Cricket and Hockey league matches (interstates), even commercial viability of sports infrastructure is not an issue.

3.3.3 Regional analysis An analysis of whole northern India in terms of international sports infrastructural facilities shows a clear demand for International standard multi purpose stadium in state of Uttar Pradesh. At present there is only one multi purpose stadium with 45000 capacity in Kanpur (Green park Stadium)

3


All stadiums situated in Northern India with capacity more than 25000

In terms of commercial viability of sports infrastructure Cricket stadiums have been found most profitable. A view of all cricket stadiums pan India are as following:-

Hence an international multi purpose stadium which can also be used for cricket will be a economically viable and socially required project. Thus state of Uttar Pradesh being the largest in terms of population can also deliver the largest number of excellent sports persons in times to come. And an international standard sports infrastructural facility will also strengthen India’s bid for 2020 Olympics.

3


4 Proposed Development The Sports Hub will be LUCKNOW's premier land and sea sports, entertainment and lifestyle hub with integrated programming. A unique cluster development of integrated world-class sports facilities within the city, it will play a critical role in accelerating the development of sports industry, excellence and participation and take sports to the next level in LUCKNOW. With its world-class facilities, the Sports Hub will be the Centre for State’s athletes and high performance management as well as an ideal location for sports and entertainment events, sports administration, and sports and recreation businesses. It will help to create a critical mass of international, regional and local sports federations and associations, sports medicine and sports science service providers, sports related training and education service providers, sports companies' sales and marketing headquarters, and retail outlets.

4.1 Lucknow Sports hub fact sheet

44


The Cricket stadium cum Sports complex will have world class facilities to conduct international events. The Cricket stadium shall be developed as per the latest guidelines issued by ICC. The stadium will have the following facilities:

International level Cricket Stadium : An international level cricket stadium with seating capacity of at least 50,000 people. Stadium should have flood light facilities available with other related facilities for players and instruments required for maintenance.

Sports Complex shall have facility and necessary infrastructure for atleast 5 different type games

Sports academy shall have the facility for teaching students and also shall have necessary staff strength for each discipline.

The Project Site is located at Lucknow bypass, Amar Shaheed Peeth. The site has an area of 116 acres and it is situated in between Sultanpur road and Gomti river on Amar Shaheed Path. The site can also be approached through a service road next to Amar Shaheed Path. For a Cricket Stadium and sports complex with the facilities mentioned above the land requirement would be about 50 acres.

4.2 Project Costing and Phasing The project of this scope will cost about Rs. 130 Crores. The block cost estimates for the different facilities and its phasing is presented below: Particulars

Area

Cost per Unit

Unit

Cost (Rs lac)

Cricket Stadium facilities Pitch Playing area (Sq. Mt) radius 95 mt approx)

28339

6000

Rs./Sq.Mt

1700

Seating areas (40 mts width approx)

28888

12500

Rs./Sq.Mt

3611

Circulation area @20% Subtotal

11445 68672

Parking for 2500 car parks

50000

5000

Rs./Sq.Mt

2500

700

12000

Rs./Sq.Mt

84

3000

12000

Rs./Sq.Mt

360

1500 1000

15000 12000

Rs./Sq.Mt Rs./Sq.Mt

225 120

Administration and other facilities Administration Residential Quarters/ Accomodation for players @ 75 Sq. Mt for 40 players Restaurant Fire Station

44


Particulars Treatment Recovery room Emergency Service Circulation area @20% Subtotal Other Competition halls along with sport complex Gymnasium + Olympic size swimming pool+ sauna+ steam

Area

Cost per Unit

Unit

Cost (Rs lac)

50 200 1040 7490

5000

15000

Rs./Sq.Mt

750

Multi functional hall (quadruple hall)

3000

15000

Rs./Sq.Mt

450

Tennis court indoor Ancillary faciliites (circulation +changing rooms+toilets) Squash courts, Table tennis, Billiards Area for shooting sports Seating area (capacity 600) Circulation area @ 20% Subtotal

2640

15000

Rs./Sq.Mt

396

1200

15000

Rs./Sq.Mt

180

2500 1000 480 3164 18984

15000 12000 12000

Rs./Sq.Mt Rs./Sq.Mt Rs./Sq.Mt

375 120 58

2640

12000

Rs./Sq.Mt

317

11000

Rs./Sq.Mt

165

500 400 2400

11000

Rs./Sq.Mt

55

5000

2000

Rs./Sq.Mt

100

Tennis court Outdoors with seating area Sports Academy Classrooms Lockers Canteen any other ancillary facilities Circulation area @20% Subtotal Parking for 200 cars

1500

Other allied facilities @ 10% of the total Vehicle and equipment cost Floodlights (no.s) Gymnasium Equipments (Lumpsum) Other Sports Equipments (Lumpsum) Vehicles (Lumpsum) Subtotal Design cost Project Management cost Contingency Interest during construction Total Project Cost

8

100 250 200 30

Rs.lakhs per unit Rs.lakhs Rs.lakhs Rs.lakhs

800 250 200 30 12846 321 385 642 1065 15259

44


The project is assumed to be funded by a mix of debt and equity and debt equity ratio of 1.5 is assumed. Grant portion has not been assumed. Additional land parcel is assumed to be given to developer as viability gap funding. The cost of development of land for commercial exploitation is estimated to be Rs. 125 Cr. The cost land earmarked for commercial development is estimated to cost Rs. 36 Cr. The overall project cost is Rs. 313 Cr.

44


5 Financial Feasibility Sports Complexes are not financially viable and hence grants are provided by the State Government, Central Government and major sports councils like BCCI.

5.1 Revenue Assumptions The revenue streams are from sale of tickets, food and beverage sales, advertisements, leasing the stadium for other events and rentals for utilisation of the facilities for training. The revenue for the proposed stadium is as follows: Revenue Streams Revenue from sale fo tickets No. of days matches are held Average ticket price (Rs.) Average attendance Total Revenue (Rs. Lakhs)

Value 20 400 35000 2800

Revenue accruing to stadium from the revenue from sale of tickets (Rs. Lakhs)

700

Revenue from Advertisement and food stalls (Rs. Lakhs)

140

Revenue from the indoor sports facilities per month Swimming Pool (Rs.) Tennis Court (Rs.) Gymnasium (Rs.) Others (Rs.)

75000 50000 75000 30000

Other Events Rental for the stadium for other events per day (Rs.) No. of days other events are held Revenue from other events (Rs. Lakhs) Revenue from leasing facilities for training per month (Rs.)

500000 25 125 200000

The operating expenditure accounts for approximately 30% of the revenues of the sports complex of which repairs and maintenance accounts for 15% of the

65


revenue, replacement of equipments account for 10% of the revenue and the rest will account for salary costs.

5.2 Financial Viability Financial projections are prepared for a 35 year period and the Internal Rate of Return for the 35 year projection period is only 4%. The reason for the low viability is the occupancy rates of the sports stadium. Hence, viability gap funding in the form of land parcel for commercial development shall be granted to the developer. For a project Internal Rate of Return of 14%, the Net Present Value of returns from the commercial development of land parcel should fetch about 79 Cr.

5.3 Projected P&L statement Rs. Lakhs P&L Statement Income Sale of tickets Advertisements and F&B Indoor Sports facilities Tennis Swimming Gymnasium Others Rentals from other events Revenue from leasing of training facilities Total Revenue

Y3

Y4

Y5

Y6

Y7

Y8

Y9

Y10

Y11

Y12

700.00 140.00

770.00 154.00

847.00 169.40

931.70 186.34

1024.87 204.97

1101.74 220.35

1184.37 236.87

1273.19 254.64

1368.68 273.74

1471.33 294.27

6.00 9.00 9.00 3.60 125.00

6.60 9.90 9.90 3.96 137.50

7.26 10.89 10.89 4.36 151.25

7.99 11.98 11.98 4.79 166.38

8.78 13.18 13.18 5.27 183.01

9.44 14.17 14.17 5.67 196.74

10.15 15.23 15.23 6.09 211.49

10.91 16.37 16.37 6.55 227.36

11.73 17.60 17.60 7.04 244.41

12.61 18.92 18.92 7.57 262.74

24.00 26.40 29.04 31.94 35.14 37.77 40.61 43.65 46.93 50.45 1016.60 1118.26 1230.09 1353.09 1488.40 1600.03 1720.04 1849.04 1987.72 2136.80

Expenditure Repairs and Maintenance cost

152.49

167.74

184.51

202.96

223.26

240.01

258.01

277.36

298.16

320.52

Replacement of Equipments

101.66

111.83

123.01

135.31

148.84

160.00

172.00

184.90

198.77

213.68

50.83

55.91

61.50

67.65

74.42

80.00

86.00

92.45

99.39

106.84

304.98

335.48

369.03

405.93

446.52

480.01

516.01

554.71

596.32

641.04

711.62 370.09 944.77

782.78 370.09 894.16

861.06 370.09 759.19

217.24

217.24

217.24

Staff C ost Total expenditure PBDIT Depreciation Interest Miscellaneous expenses written off PBT Tax Profit After Tax

947.17 1041.88 1120.02 1204.03 1294.33 1391.40 1495.76 370.09 370.09 370.09 193.06 157.05 157.05 157.05 624.22 489.26 354.29 219.32 84.35 0.00 217.24

217.24

217.24

217.24

217.24

217.24

217.24

-820.47 -698.70 -485.45 -264.38 0.00 0.00 0.00 0.00 -820.47 -698.70 -485.45 -264.38

-34.70 0.00 -34.70

178.41 20.21 158.20

574.40 65.08 509.32

835.68 94.68 741.00

1017.11 115.24 901.87

1121.47 127.06 994.40

65

65


5.4 Projected Balance Sheet Rs. Lakhs Particulars Fixed Assets

Y1

Gross Block

Y2

2630

Y3

10949

Accumulated Depreciation Net Block

Y4

Y5

Y6

Y7

Y8

Y9

Y10

Y11

Y12

10949

10949

10949

10949

10949

10949

10949

10949

10949

10949

370

740

1110

1480

1850

2221

2414

2571

2728

2885

2630

10949

10579

10209

9839

9469

9099

8729

8536

8379

8222

8065

Miscellaneous Expenses

688

2172

1955

1738

1521

1303

1086

869

652

434

217

0

C ash and Bank Balance

0

0

25

28

31

34

37

40

43

46

50

53

3318 13122 12560 11975 11391 10806 10222

9638

9231

8860

8489

8118

Total Financed By Equity

1327

5249

Reserves and Surplus Debt

1991

7873

5249

5249

5249

5249

5249

5249

5249

5249

5249

-820

-1519

-2005

-2269

-2304

-2146

-1636

-895

7

1001

7873

6748

5624

4499

3374

2249

1125

0

0

0

259

1497

2523

3328

3903

4285

4493

4506

3233

1868

3318 13122 12560 11975 11391 10806 10222

9638

9231

8860

8489

8118

Short Term Borrowing Total

5249

5.5 Projected Cash Flow Statement Rs. Lakhs Cash Flow Statement

Y1

Y2

Y3

Y4

Y5

Y6

Y7

Y8

Y9

Y10

Y11

Y12

PAT

-820

-699

-485

Depreciation

370

370

370

-264

-35

158

509

741

902

994

370

370

370

193

157

157

Miscellaneous expenses

217

217

217

157

217

217

217

217

217

217

217

Cash Inflow

Increase in Equity

1327

3921

Increase in Debt

1991

5882

Increase in short term borrowing Cash Inflow

3318

9803

3318

9803

259

1239

1026

805

575

382

208

13

0

0

25

1127

1128

1128

1128

1128

1128

1128

1276

1369

0

1125

1125

1125

1125

1125

1125

1125

0

0

0

0

0

0

0

1273

1365

0

1125

1125

1125

1125

1125

1125

1125

1273

1365 50

Cash Outflow Project C ost Reduction in debt Reduction in short term borrowing Cash Outflow Intial cash Balance C ash Inflow / C ash Outflow Ending Cash Balance

3318

9803

0

0

0

25

28

31

34

37

40

43

46

0

0

25

3

3

3

3

3

3

3

3

4

0

0

25

28

31

34

37

40

43

46

50

53

International Level Cricket Stadium, Lucknow

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