NATIONAL HIGHWAY AUTHORITY Public Private Partnership Cell No. 2(4)-NHA/PPP/HSM/17—/8 Islamabad, Jan 31, 2017 To, ALL PREQUALIFIED BIDDERS Subject: Construction of Hyderabad-Sukkur Mot: on BOT basis MINUTES OF PRE-BID CONFERENCE HELD ON 16-01-2017 Please find enclosed Minutes of Pre-Bid Conference held on 16- 01-2017 at NHA Auditorium, Islamabad. A CD is also attached that contains soft copy of following documents, as desired by the prospective bidders during pre-bid conference: a. Feasibility Report b. Environment Impact Assessment Report c. Preliminary Design Report 2. National Highway Authority appreciates your interest and expects a comprehensive bid to be submitted from your side, please. Yom Ge. (AZEEM TAHIR) General Manager (PPP) Copy ts Member (Engg-Coord), NHA General Manager (Design), NHA General Manager (P&CA), NHA General Manager (Finance), NHA General Manager (Lahore-Sialkot MW), NHA Lahore Project Director (Lahore-Sialkot MW), NHA Daska Director (PPP)-I & II, NHA Director (Legal), NHA M/s Infrastructure Project Development Facility, Islamabad Mr, Babar Sattar, AJURISMINUTES OF PRE-BID CONFERENCE HELD ON 16-01-2017 FOR CONSTRUCTION OF HYDERABAD-SUKKUR MOTORWAY (M-6) Si. | Bidder No. | Qi Cues NHA REPLY . CHINA STATE CONSTRUCTION ENGINEERING CORPORATION LTD (CSCC) Please supply the preliminary design of | Plan & profile drawings have been | bidding documents in CAD format. provided in CAD format in the enclosed — DVD for bidders’ reference. These 01 3 drawings were prepared by M/s ACE- 8 ACC-Assign JV. NHA will NOT take any responsibility for errors, omissions, and consequences arising from the use thereof. Please elaborate the land acquisition Land acquisition is in advance stage. status for Hyderabad-Sukkur section However, NHA is responsible as per RFP, Section A.8 (Q). 02 | 8 | Isit possible to adjust the alignment? ROW Markers have been installed on hd site; however, minor adjustment/optimization can be considered keeping in view the best interest of project and NHA. 3.2.41 Maximum permissible gradient for | VERTICAL ALIGNMENT main carriageway and interchange i)_Maximum Gragient % [75 | | ramps shall be 1.5% and 3.0% [Li)_Minimum Verical Gradient | % | 03] | respectively. The Bidder will carry out ‘The American specification requires the | the detailed design while keeping in 2 | maximum gradient to be 3%, and totally 37 | mind the employer's requirements and 03 | 9 | places in the bidding documents having a_| RFP provisions. © | vertical gradient bigger than 1.5. (with the maximum gradient as 2.17%) and totally 154 places having a gradient less than 0.3% (with minimum gradient as 0. It is recommended to adopt a maximum | vertical gradient no higher than 3%. 3.2.11 b AASHTO (Latest Edition) & 41) This clause is taken as per Local 3.2.11 f (Design of Structure): Practice for Design of Highways and 1, Where is this clause quoted from? _| Bridges in Pakistan. 2, What kind of load combinations are _| 2, 3) Detail of applicable load suited? combination for design of Highway 3, Among load combinations, what kind of | Bridges for various conditions have 3 _| load combinations are suited; Clause Poon described In Orton iso 04 | Q | 3.4.1 of AASHTO LRFD (LATEST AASHTO LRFD Bridge Design © | VERSION) has specific requirements on | Specifications (2012), load factor and load combination. 4) Yes, the Load Calibration Factor of 4, Should calibration factor 1.35 be 1.36 can be used for AASHTO Live | considered or not beside with the relevant | Loading and 1.65 for WPCPHB (1967) load factors to be considered in In addition to those specified by compliance with specification relevant code. | requirements. Page 1 of 22No. SI. | Bidder ae QUESTION NHA REPLY 05 cscs 3.2.11 b (Structural Analysis): Is it acceptable to use other universal international calculating software which meets American standards, such as ‘SAP2000, CSI Bridge, ET CULVERT etc. softwares? Yes, itis acceptable to use other Universal International Calculating Softwares like SAP2000, CSI Bridge, ET Culvert etc. However, the Concessionaire will be responsible for the safety and correctness of design. 06 csc6 | The item NO.4 of clause 3.2.10 in appendix 1 of bidding documents specify that the minimum slope shall be 2H:1V, while the typical cross section of bidding documents Preliminary Design Drawings(NO. KLM-HS-TD-003) (Part of 4) denotes the slope is 1.5H : 1V. Discrepancy exists between bidding book and bidding documents on slope ratio. And it is recommended to adopt the slope ratio of 2H : 1V for embankment. Generally, slope ratio of 2H : 1V will be provided for embankment keeping in view the site conditions/constraints. If the embankment height exceeds 4.0m, then 1.5H : 1V slope ratio can be used. 07 08 csc-7 cscs Bidding documents attachment-1 Clause 2 Scope of Work Clause 7 one Bridge Over Railway Track ‘on Main line TBO Tc ere 1 Clause 9 One Main Line Toll Plaza [Mine Pe _] ‘According to investigation, there are at least two main lines over crosses the railway at two locations of Hyderabad and ‘Sukkur respectively. Two bridges at least over railway are proposed. Currentty only one toll plaza is provided on the mainline, and itis recommended to provide one toll plaza each for the start point and the end point of the mainline ‘The bidders are requested to carry out detailed survey and confirm the actual requirement of bridges over railway tracks and main line toll plazas. Please refer to the table of Proposed Structures in Section-2 of Scope of Work (Appendix-1, page 3). A clear note is given under the table where it is stated that: "Above inventory is based on the outline design. Bidder is requested to carry out the detailed survey and confirm the actual requirement, which may exceed the number & dimensions of above Inventory list”. ‘Sub-para | ITS of clause 3.2.11 design criteria in Appendix of the bidding documents mentioned radio channel: The item is suggested to be eliminated. As all radio signal frequencies are regulated by PEMRA (Pakistan Electronic Media Regulatory Authority), the BOT operator has no authority to provide such requirements. Motorway Radio service is one of the easily accessible sources for seeking authentic & up-to-date information pertaining to Motorway; hence, it cannot be deleted. The Concessionaire will be required to obtain necessary licensing for FM Radio Channel from PEMRA. NHA wil faciitate in obtaining the license. Page 2 of 22 essSi. No. Bidder at ‘QUESTION \NHA REPLY — cscs Sub-para h ITS of clause 3.2.11 design criteria in Appendix of the bidding documents mentioned accidentlemergency reporting system, ‘automatic incident detection (AID). The AID enabled camera shall be installed not more than km interval(as per efficient working): ‘The item is suggested to be modified to provide service only in the vicinity of interchanges. The study shows that the interchange vicinity has higher accident occurrence rate due to lane changes and reduced speed of the exiting and entering traffic on the mainline. However, the mainline of the motorway has stable traffic flow, rare accident may ocour. If such a ‘system is provided on every 5km or less interval, it will have a huge impact on the ‘operating cost. Furthermore, the availability of electricity across the mainline will also be an issue. Not Agreed. Please proceed as per provisions of RFP. 10 esc-t0 1) Is it compulsory requirement or not that foreign companies shall form a joint venture with local companies and that the share of the Pakistani company shall not be less than 30% during bidding of this project? 2) In order to follow the PEC Bye-law, can Concessionaire choose a foreign company as EPC contractor, who commit to subcontract at least 30% of the construction works to local company, instead of awarding EPC contract to a j venture which has a local partner holding at least 30% shares? 3) Should Concessionaire have not less than 30% local equity? For construction purpose, itis mandatory for the foreign ‘company(ies) to make JV with the local company(ies). The same arrangement needs to be elaborated in the bid, The construction company(ies) needs to obtain PEC’s license prior to submission of bid and copy of the license is to be attached with the Technical Proposal. "1 esc-tt In order to improve the financial viability and bankabily of this Project, could NHA provide more Government Support, e. Sovereign guarantee, traffic guarantee, revenue guarantee, annuity, viability gap fund, ete. for commercial loan? As per RFP. 12 esc-12 Referring to ITB Clause A.6 (x) Permitted Encumbrance, please clarify detailed conditions for "Permitted Encumbrance” as we have to clarify the same to the lenders of commercial loan. Refer RFP, Section A.6 (x). Page 3 0f 22Bidder ae QUESTION NHA REPLY 13 esc-13 In the draft concession agreement, there is no any clause related to suppler/buyer’s credit. Please provide the key terms and conditions for this portion of loan based on supplier/buyer's credit Appropriate provision shall be incorporated in the final Concession ‘Agreement during negotiations phase. 14 | csc-14 Referring to D.3 of RFP, "Total Project Cost" in draft concession agreement is conflict with the Government Support in REP, please clarify Stipulations of RFP shall prevail cscs Referring to 2.7(d) and 65 of draft concession agreement, there is a discrepancy on who will bear and pay all costs for the Additional Lands. Our understanding is NHA shall bear the cost of the Additional Lands. Please confirm. In case additional land is required as a result of variation proposed by NHA, the cost shall be borne by NHA and in case additional land is required due to any variation proposed by the Concessionaire, the cost shall be bore by the Concessionaire. 16 csc16 Referring to A.6 (h) of RFP, 2.5(a) (vil) and 7.2(b) of draft concession agreement, all affected Public Utiities shall be removed, relocated, diverted and tated and there is a discrepancy on who shall bear the responsibilty and cost on the mentioned works. As the stipulations of RFP is prevail, our Understanding is NHA shall bear such responsibility and cost please confirm. If not, please provide all the relative detai and information of all affected Public Utilities in advance. NHA shall be responsible for relocation removal of affected Public Utilities, as required according to Approved Detailed Design. Cost shall also be borne by NHA. 17 esc-17 Referring to A.6 (f) of RFP and 12.2(b) of draft concession agreement. How long is the minimum sectional completion which allow the concessionaire to open that stretch to traffic and collect toll? Please Clarify it is 100 km or 60 km? First Sectional Completion shall be as per RFP, Section A.6(r). However, subsequent sectional completion shall be allowed from Interchange to Interchange length, subject to the condition that it shall be in continuation of previous opened section. 18 cesc-18 Referring to D.1.1 (a) of RFP: What's the permission/ certificates as required under section B.1.2 of RFP means? RFP, Section D.1.1 (a) may be read as follows: “A copy of Pakistan Engineering Council (PEC)'s certificate is attached.” 19 csc-19 Referring to RFP A.6 (e) (i). Government Support, please clarify, to get better financing structure with less financing cost, is it possible for the Government to directly borrow under supplier/buyer’s credit and provide subsidies to the project? Not possible. 20 csc.20 Referring to 3.2.11.a6 of RFP (design criteria) Vertical clearance of underpass 5.3m (RFP) Or 8.1m (drawing)? Minimum vertical clearance for underpasses and flyovers on railway lines shall be 5.3m and 7.0m respectively, Page 4 of 22Si. | Bidder No. QUESTION NHA REPLY 2 Pavement of service road structure? Asphaltic Concrete pavement surface. CHINA WAY CONSTRUCTION CORPORATION LIMITED (CRCC) 22 Can NHA provide the Sovereign Guarantee for the Supplier/Buyer’s Credit? Government of Pakistan shall provide sovereign guarantee. 23 Can NHA provide guarantee for the Commercial Loan arranged by the Concessionaire? No. eRcC-3 How will the Supplier/Buyer’s Credit portion be paid to the Concessionaire, under what conditions and in which currency? The terms and conditions of the preferential Supplier/Buyer's Credit agreement, to be entered into between the lenders and the Government of Pakistan, will elaborate the payment mechanism, Usually, payment is made directly by the lender to the Concessionaire in foreign currency. 25 ceRce-4 Have NHA completed the reimbursement | of land settlement along the motorway? Refer NHA reply to Question at Serial No. 2 above. 26 cReC-s Does the construction drawings need to be approved by the NHA during Construction | Period? | Please read Clause 1.1.54 detailed design of draft concession agreement. 2 cRCC-6 During the Concession Period, what kinds of commercial development activities can be conducted by the Concessionaire? Does NHA have any limitations on these? Please refer RFP, Section A.6(m). 28 cRCC-7 Can the Government of Pakistan provide preferential policies on taxation for SPV during the Construction and Operations Period? As per policy of the Government of Pakistan. eRco-8 Can the Government of Pakistan provide any assurance policies and measures to secure the traffic volumes of the Project during the Concession Period? Demand Risk has to be borne by the Concessionaire. Page 5 of 22si No. Bidder Qt QUESTION NHA REPLY — 30 cRcC-9 During the Concession Period, what the conditions will be for the roads existing near the project and does the government have any plan to build new road or railway along the project? For first part, in order to assess the road condition, bidder may visit the site, if interested and may seek the clarification from provincial and district government authorities. For second part, read clause 16.5 competing route mentioned in draft concession agreement, which shall be taken care during finalization of Concession Agreement. In addition to above, the concessionaire will be responsible for the maintenance of wear and tear of existing roads and bridges near project, if such damages are caused by the concessionaite’s / concessionaire’s Contractor and subcontractor vehicles or personnel. In this regard, Concessionaire shall use reasonable efforts to prevent existing roads and bridges near project / access route from being damaged by the concessionaire's / concessionaire's Contractor and subcontractor vehicle or Personnel. Provide the Feasibility Study and Environmental Impact Assessment of the project. Feasibility study of Karachi - Lahore Motorway project was conducted by Mis CSCEC. The initial route was Karachi-Dadu-Sukkur-Multan-Lahore while the revised route was Karachi- Hyderabad-Sukkur-Multan-Lahore. Feasibility Study Report for the revised route is provided in PDF format in the g enclosed DVD for bidders’ reference. a) g Environmental Impact Assessment 6 report was prepared by M/s ACE-ACC- Assign JV. This report is also provided in PDF format in the enclosed DVD for bidders’ reference. NHA will NOT bear any responsibilty for errors, omissions, and consequences arising from the use of the mentioned reports | Draft Concession Agreement (Appendix 2 | Draft Concession Agreement has 32 8 | of RFP), which was not disseminated in | already been disseminated to all @ | the RFP, please indicate the approximate | prequalified bidders. © | releasing date. & | Who is responsible for the land | Please refer Section A.6 (g). 33] | acquisition? & _ | And who will bear the cost and expenses? Page 6 of 22SI. g | 2 QUESTION NHA REPLY 34 ‘What are the technical variation principles and evaluation procedures? Please refer Draft Concession Agreement. 35 erce-14 | cRCC-13 Can NHA provide the assessment report of economy development and the payment ability of the government? Question dropped. ceReC-15 ‘What is the technical standards adopted for the project and electromechanical equipment inspection criteria? Standards mentioned in the RFP, Appendix-1 (Scope of Work) will be followed for the Project. Interationally acceptable standards are required to be used as per project requirements. ‘and local conditions for the electromechanical. 37 eRCC-16 Regarding the traffic volume data, does NHA have any traffic volume assessment report? If not can NHA provide the real traffic volume of some existing similar motorway for consecutive year, the OD data the economy Plan industrial zone plan resources plan, industry plan, transport plan and etc Please proceed as per Section 3.2.2 of Scope of Work. CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED (CCCC) 38 ecee.o1 Interest Rate Variation: In case of SBP lending rate change, how would the advance variation in interest rate be taken care of? Any assistance by NHA? Interest Rate Risk rests with the Concessionaire. Refer RFP, Section AG(2) 39 ccce.2 Interest Rate Benchmark: Does the bidder have the choice to use any interest rate benchmark it deem appropriate for the financial model, such as LIBOR + 2.5%, KIBOR + 4%? Please confirm. Bidders are required to do their own market assessment. 40 ecocs Toll Escalation: The base escalation of 8% as per RFP vs CPI (NHA Policy)? Which policy is to:be followed? Annual Toll Escalation given in A6\(t) of RFP will be followed ccoc4 Foreign Exchange Hedging Policy: Would the project be qualified for SBP foreign hedging policy? Please provide it. If the Concessionaire wants to mitigate its risks through any hedging arrangement at its own risk and cost, NHA has no objection on it. 42 ecoe-s Security Costs During Construction: Shall it be borne by NHA or Concessionaire? How about security standard being provided by NHA? How much % of project EPC cost should be allocated? Page 7 of 22 The Concessionaire shall bear the cost of securitySI. LNo. Bidder Qt QUESTION NHA REPLY 43 ccecs Long-Term Traffic Volume Risk: There is a huge market risk arising out of difficulties in correctly forecasting long-term traffic. NHA need to consider some risk hedges, such as guaranteeing a minimum traffic volume, Please advise. Please refer NHA reply to Question at Serial No. 29 above. ecce-7 Machinery Import Exemptions and Tax Holidays: This project is as critical as other CPEC projects which have been exempted from customs taxes. Will this project be considered for import ‘exemption, withholding tax exemption, tax holidays and rebates by ECC? Please elaborate all tax exemption for this project. As per policy of Government of Pakistan. ecocs Relevant Experience of the Bidder for lar road projects: Is there any different with pre-qualification process. Do you have any kind of format? Please elaborate. No specific format. Bidders can choose their own format. 46 coos ce Proposed Key Personnel: This has been submitted in the pre-qualification process. Should we submit again or just give a brief in the bidding proposal? Each Bidders needs to submit in detail all the data requested regarding Proposed Key Personnel. 47 ecec-0 Bidder’s Financial Statement: This has been submitted in the pre-qualification process. Should we submit again or just give a brief in the bidding proposal? Needs to submit as per requirement of RFP. 48 eco Chinese Construction —_ Standards: ‘Suggest taking Chinese Standards instead of AASHTO etc. Please review. Not Agreed. Please proceed as per RFP. 49 ecce-12 Additional —_Interchanges: The Construction cost of additional interchange should be based on the rates of bidding document and considering the escalation of 8% or CPI other than the CSR's. Construction cost of additional interchange or variation, initiated by NHA shall be based on the prevailing NHA CSR with premium / rebate duly approved by NHA Executive Board, applicable for all the NHA projects. if ‘approved premium / rebate is not available then prevailing NHA CSR will be used. ecce.13 Additional Pedestrian Bridges: The design has already considered the future Population increase and surrounding economy development. Suggest that the cost of any new additional pedestrian bridges shall be borne by the NHA, Bidder has to incorporate the detail of pedestrian bridges in the bid by considering the surrounding Population, public requirements and site conditions. In case need arises for construction of additional Pedestrian Bridge during ‘operation period, such requirement will be considered under variation clause ‘as mentioned in the draft concession agreement. Page 8 of 22QUESTION NHA REPLY 51 ccocs4 Format of Bidding documents: for the convenience of preparing the bidding proposal, please provide the format for the following documents such as: (i) ‘Statement of Bid Conformity (ji) Statement of proposed Technical changes to the conforming scheme. Refer NHA reply to Question at Serial No. 45. 52 ceco.ts Construction Period: Construction period should start at effective dated of CA. It should mention that the effective date is not the signing date of CA. As per RFP. 53 ecec-16 Execution of Concession Agreement: Whether the successful bidder can sign the concession agreement in the name of its company with NHA first? Then register the SPV in short time and transfer all the obligations and rights of the company to ‘SPV? Please confirm, Please refer RFP, Section A.6 ({). NHA shall sign Concession Agreement with the SPV. coce-7 Tree Cutting: Please confirm who will bear the cost for tree cutting and re- plantation, What are the local regulations for re-plantation? How many trees will be re-planted for this project? The cost of cutting and re-plantation of trees shall be borne by the Concessionaire. Refer RFP, Section A6(0). Please read EIA report attached herewith that includes the detailing of tree plantation. It may be further discussed during negotiation phase. 55 cccc-18 | Financial Close Period: Taking in to account the huge amount of investment in the project, suggest that Financial Close Period should be extended to 18 months, if not, at least 12 months, As per RFP, Section A6(b). ecoe-19 Approval: What approvals would be required other than environment department? Indus river commission? State bank of Pakistan? All the requisite approvals are to be taken by the Concessionaire. However, NHA shall facilitate. 87 ecce-20 Format of Bid Bond: In point 8, suggest ‘adding in the format “the bid security shall be invalid when’ successful bidder (as the Concessionaire) has achieved Financial Close or in the event the NHA has rejected all bids and the bid security period shall not exceed the regulated valid date” Format of Bid Bond shall be as given in Appendix-4 of RFP. ecce-21 Format of Bid Bond: Suggest dek point 4 Refer Question at Serial No. 57 59 ccce-22 Format of Bid Bond: Please replace point 9 with “this guarantee is subject to the uniform rules for demand guarantees, ICC Publication No. 758” Refer Question at Serial No. 57 Page 9 of 22{ si No. Bidder aH QUESTION NHAREPLY 60 ecce.23 Handover of Land: When will NHA provide all the concession area without ‘any encumbrance after CA take effect? As per work schedule submitted by the concessionaire, the requisite land will be made available to concessionaire to carry out the construction activities without any encumbrance. NHA will ensure that there will be no delay in the construction activities due to non- provision of land by NHA. 61 ccce.24 Varah Sukuk: Please explain the meaning of “ljarah Sukuk” In the Islamic finance industry, the term “ijara’ is broadly understood to mean the ‘transfer of the usufruct of an asset to another person in exchange for a rent claimed from him’ or, more literally, a “lease”. 62 ccce.25 FOREX Risk: Please elaborate the FOREX RISK bome by concessionaire, what is specific FOREX RISK? Foreign exchange risk is a financial risk that exists when a financial transaction is denominated in a currency other than that of the base currency of the company. 63 ecce-26 Terminate for Non-Conformance of Bids: If the bidder makes any proposed deviation from the conforming scheme. How does NHA evaluate such proposal? Is there any negative impact to the bidder? Please elaborate. Non-conforming or alternate bid is NOT allowed. For clarity purposes the RFP, Section B.1.4 stands deleted in its entirety and Section .3.4 last sentence: addition, the bidder may submit one or more Alternative ........ wishes”, stands deleted. 64 ecce-27 Consequences of Non-agreement to Revised requirements during LOVLOS stage: According to the clause “Failure to fulfil any of the above requirements s contained in the LO! or LOS within the time specified, the bid security will be forfeited by NHA" the bidder has to agree to the revised requirements put forward by NHA otherwise the bid security shall be forfeited? Actually, the bidder cannot predict these Fequirements, and some may cause significantly change in the scope of work or bidder's obligation. What kind of revised Fequirements will be put forward in LO! and LOS? Please elaborate. The RFP, Section E.8 stands amended to the extent that: “The bid security of successful bidder shall not be forfeited in case of non- fulfilment of any additional requirement asked through Letter of Intent (LOl).” ecce-28 Format: There is type error about the time. Change 2011 to 2017, In Appendix-4, the word "2011" may be read as “2017”, Page 10 of 22SI. Bidder ae QUESTION NHA REPLY: 66 ccce-29 Bid security Encashment Procedures: When NHA claims the bid security, suggest providing the original bid security and written statement, which — shall describe the defaults of concessionaire regulated by NHA and concessionaire. Refer NHA reply to Question at Serial No. 57. 67 ccce-30 Format of bond: ‘The Bank hereby affirms that it shall pay NHA the amount specified in paragraph 1 above within the time and in the manner specified therein, without NHA needing to prove or show grounds for reasons for NHA,s demand’ Please add the following sentence after the above: Which does not release the Beneficiary’s obligation to provide all the demand documents specified in paragraph 4 above. Refer NHA reply to Question at Serial No. 57. 68 cece-31 Format of bid bond: Suggest extending the payment period of bank, such as from 3 working days to 5 working days. Refer NHA reply to Question at Serial No, 87. 69 ccce-s2 Relocation of Public Utilities: The relocation of Public Utilities is the responsibility of the NHA which is already mentioned in RFP. Please confirm. Yes, NHA shall be responsible for relocation / removal of affected Public Utilities. 70 ccce-s3 Time extension of CA: Suggest that if the Construction Phase or design phase is extended, and consequently the Concession Period should also be extended thereafter, Please confirm REP to be followed, n ccce-34 Arbitration: Should __refer_—_to ‘INVESTMENT POLICY 2013" 3.2.2; For the place of arbitration should be third countries. Please refer Clause 27.3 (¢)) of Draft Concession Agreement. ccoc-35 normal circumstances, CA will take effect after fulfiling precedent conditions, such as Financial close/Completion of land acquisition /all relevant approvals required under assistance f GOP/NHA Suggest that CA takes effect on the above time hichever is later. As per RFP. 3 ccces | Waiver/Exemptions: The concessionaire should be the only beneficiary of the insurance covers. Details are to be discussed / finalized during negotiation / finalization of Concession Agreement. Page 11 of 22,QUESTION NHAREPLY 74 ecce.s7 ‘Step In Rights: Please elaborate in the concession agreement regarding Step — rights? What ate the “triggers” and mechanism for step- in? If Step-in rights are executed, how the concessionaire shall be compensated. Suggest that such conduct should be discussed with the Concessionaire in detail Detailed conduct shall be agreed during negotiation of Concession Agreement. 75 ecee-38 Land Supply Time: °6.1 Conditions for the Commencement of the Works (a)(ii)” and “Conditions Precedent (a)(vil)” are in conflict about the time ? Please conform, Refer RFP, Section A.6 (g). 76 ccce.s9 Bid Security /Financial Close Bond: There are many factors that affect the Financial Close Period, some factor beyond the Concessionaires control, so, under this circumstance; NHA should return Financial Close Bond. Every possible eventuality shall be discussed / agreed during negotiation of Concession Agreement. 7 ecce.40 Independent third party: So many Independent third parties. In order to save project costs, we can reduce the number of independent third parties; on the other hand, at the end of construction period, independent third party should be streamlined according to the need of operation. Quality Assurance Inspector belongs to the Concessionaire and Joint Auditor belong to NHA. As per RFP. 78 ccec4t Additional Land and Change in Design: The cost and expense involved in acquiring and delivering the additional land to the concessionaire shall be borne by the NHA than the concessionaire. Please review. Refer NHA reply to Question at Serial No. 15 above. 79 ecce-42 sovereign Immunity: Suggest to add the following in CA “Should a dispute arise between the Parties for any reason, NHA itevocably agrees to waive any sovereign or other immunity available to it in respect of its assets, and confirms that its entering into and performance of its obligations under this Agreement constitute private and commercial acts for private and ‘commercial purposes. NHA undertakes to abide by the decision reached in the arbitration award, and cooperate fully in the enforcement of the arbitration award’ To be discussed during negotiation / finalization of Concession Agreement. 80 ccec-4s Thickness Of Aggregate Base Course: The thickness of aggregate base course is contradictory in the drawing and description of preliminary design. Which one shall be prevailing? Please confirm it. Aggregate Base Course thickness may be read as 38 cm for the main carriageway pavement structure. Page 12 of 22SI. No. Bidder Qt QUESTION NHA REPLY. 81 ecce-44 Missing data: There is missing the details of a bridge which is across the railway, the details of three cattle creep. Please refer to the table of Proposed Structures in Section-2 of Scope of Work (Appendix-1, page 3). A clear note is given under the table where it is ‘stated that: "Above inventory is based ‘on the outline design. Bidder is requested to carry out the detailed ‘survey and confirm the actual requirement, which may exceed the number & dimensions of above Inventory list". 82 ecce-4s Design Criteria: According to requirement of cause 3.2.11 design criteria, appendix-1 some parts of preliminary design cannot meet it, such as, the road longitudinal slope is not less than 0.3%, while the longitudinal slope of k 145+125 bridge across Indus iver in pre ry design is 0.0%. In appendix-1 clause 3.2.11, whether the date of minimum vertical clearance has already been considered to add the extra 30cm or shall add 30cm on its basis; the clearance of some parts in preliminary design is 5.1m, which cannot fulfil the design criteria. the Requirement of | Minimum 0.3% Gradient is required for the Roadway other than the Bridges where 0% grade should be followed. Minimum vertical clearance for underpasses and flyovers on railway lines shall be 5.3m and 7.0m respectively. cece-46 End Chainage: The end chainage of project is not clear. ‘The End Chainage of the project is Km, 430+900.26 ccce-47 CAD: Please provide the CAD documents ary design Refer NHA reply to Question at Serial No. 01 cccc.4s Alignment Adjustment: Whether alignment can be adjusted? the Refer NHA reply to Question at Serial No. 02. ccoc.49 Flyover: In: the preliminary design, the span of interchange flyover at k168+455, k181+900, k200+440 is 20 m. The relation between local roads and motorway is unclear? Longitudinal profile of motorway is quite low, if the local road crosses the motorway, then the bridge span for 20 m is not enough. ‘At interchanges, the Local Roads ‘ross the Motorway via Proposed Flyovers. Due to typographical error, the dimension of those bridges is written as 1-20m while itis 2-20m in actual. Revised list is attached as Annexure-A. However, the bidders are requested to carry out detailed survey and ascertain the actual requirement of structures, 87 ecce-s0 Concession Period: The Concession Period should be 25 years with effect from. ‘Commercial Operation Date (COD) instead of the effective date (ie. signing of | Consortium Agreement) ‘As per RFP. Page 13 of 22[ SI. | Bidder No.| Q# QUESTION NHA REPLY Buyer/Supplier Credit: No clause related | Appropriate provision shall be | to Government support is appearing in the | incorporated in the Concession draft concession agreement. Furthermore, | Agreement during negotiation phase. more details are required on the terms of government support that have been | included in RFP document. if this is appearing as grant on SPV balance sheet, there will be potential tax exposure on SPV. Also, whether the GOP would be responsible for principle and interest repayment under the —supplier/buyers credit? The GOP support would only be to retire supplier/buyers credit, or the concessionaire may suggest any other obligations under the project with the repayment terms where the GOP to meet the repayment? Sectional Completion: There is a | Refer NHA reply to Question at Serial Contradiction with respect to the length of | No. 17. sections (RFP ref: A(6)(r) and 12.2(b) of CA. Base year Toll Rates: Under A(6)(r,s&t) | As per RFP. of the RFP, the toll should be the function of financial model based on underlying project cost & O&M costs of the bidder , the results of traffic study, required retum of the bidder and the funding of viability gap by the government (if any), which the bidder would offer to the NHA. Since there is no costs pass through mechanism in the road BOT, the bidder may offer lower on higher base toll provided it's able to achieve its desired returns. NHA has disclaimed under A.7 that all information, assumptions and projections are indicative only, therefore the given toll rates can't be binding. Permitted Encumbrance: As per any | As per RFP, Section A.6(x). financing agreement lenders rights take precedence over rights of equity sponsors, Lenders rights are neither covered in RFP nor in the CA against envisaged permitted encumbrances. Under A(6)(x) of RFP, the Concessionaire can only allow the GOP the extent of issuance of ljrah Sukuk or an'y other mode of financing against Encumbrance of concession/securitization, if the lenders for commercial debt provide such comfort and rise no objections. 88 ecce-s1 89 ecce-s2 90 cece-s3 1 ccee-54 Page 14 of 22Si, Bidder ae ‘QUESTION NHA REPLY Traffic Studies: While the concessionaire | Please proceed as per Section 3.2.2 of will conduct its own studies since the | Scope of Work. 8 | government is not guaranteeing any traffic, 92} § |NHA should provide historical traffic 8 | studies at different sections of the right of way, prevailing road section or the competing routes. (RFP) Financing Structuring: Project financing | Financing / transaction structure for the is the function of project cash flows and in | project: accordance with risk appetite of the fenders. Hence, if the lenders. are f CoNeessionaieto finance Comforable wih almost loner eqaty | _ Sofstruction of entire length of the portion, the Concessionaire should be | Project. For the purposes of allowed under section C.1 & C.2 (d) of the | Somputing minimum 70:30 RFP to extend the debt portion to such | debtequity ratio, project cost will be extent. Higher leveraging will also allow | Tecwoned 26 Tal project cost for Concessionaire for better retums thus| entire project less tol’ during allowing cushion to reduce viablity gap | Construction. and portion of project g_| funding and better sharing to NHA. jecet be. Mrencedon male ‘Supplier/Buyer's credit basis. 8 b Concessionaire will be given the 8 Tight to collect toll and other sources revenues for entire project during operational period (toll rates and toll escalations have been specified in the RFP). Concessionaire will be responsible to bear operating costs for entire project; operating costs include but Not limited to O&M costs, taxation, debt servicing, periodic overlays and other costs incidental to the project operations. | Bid Security: Under B.5.1 the Bid Security | Retaining the Bid Security of all the 5 _| should be valid for at least 18 months and | bidders is as per requirement of NHA 94 | § | shall be returned once successful bidder | PPP Policy & Regulatory Framework 8 _ | has achieved financial close, which seems Unfair for those who are not successful for the award of the project. 3 | Reporting Requirement: Do we need to | As per RFP, Section C.2(a) 95 8 | provide breakdown of project cost on 3 | monthly, quarterly or yearly basis? nt of Toll Collection: As per Clause | The stipulations of RFP, Section AG (®) 2.2(a)v) collection of toll from COD till | and (s) shall prevail concession end however, RFP suggests _ | that the right of toll collection may start 96 from sectional completion. This g discrepancy needs to be removed and CA may be amended to include the right for collection of toll with effect from sectional completion, Page 45 of 22Si, No. QUESTION NHA REPLY 97 Since, we, have already been pre-qualified as a single entity, do we need any local Partner /EPC partner to submit the bid? OR can we make arrangement with local partner when we are declared as successful? Refer NHA reply to Question at Serial No. 10. ecee-s1 Do we, CCGC, need a PEC License for bidding submission? OR we can fulfill PEC registration requirement once we are successful Refer NHA reply to Question at Serial No. 10 above. 99 ecce-62 Do we need submit our comments Ichanges on the Concession Agreement along with the bid? OR we need to provide our comments when we are declared successful? Yes, bidders can submit, along with the bid. ‘But it shall not become a binding for NHA to agree. 100 cece-63 Refer to Responsiveness D.1.1 are we required to sign each page of all, the annexure including Concession agreement the addition to RFP? A.ccopy of main RFP and Draft Concession Agreement needs to be signed and submitted along with the bid. 101 coce-s4 Can we make an undertaking or statement in our bid, we will find a qualified local partner for construction phase and let him occupy not less than 30% of project? Refer Question at Serial No. 10 above. 402 cccc-65 Shall we follow the BOQ structure included in NHA CSR, or bidder use their own BOQ structure in their bid, Please follow NHA CSR Format. 103 ccce-s6 For the additional interchange and flyover or underpass by NHA, we recommend to use bidder own rate including yearly _| escalation instead of NHA CSR, Refer NHA reply to Question at Serial No. 49 above. | M/s Shan Dong / FWO / Sinohydro (JV) 6 (g): As per the RFP, the GOP will in | charge of Land Acquisition. Will government Refer NHA reply to Question at Serial No. 2. 104| 3 | adjust the acquisition scope when we contractor confirm there's the requirement to change the route under implementation. Please confirm the name of the project | For all practical purposes the Project 405 | & | which shall be reflected in the Bid security. | name is: “Hyderabad - Sukkur 5 Motorway (M-6)". 6 @ ii: The minimum equity requirement | Refer NHA reply to Question at Serial 106 | & | shall be calculated after incorporation of Toll | No. 93. During Construction Page 16 of 22,SI No. Bidder QUESTION NHA REPLY 107 wa AS (i): The IRI requirement is stringent and may also affect SKID Resistance and such kind of Highways likely have Rutting trends. Secondly for the rigid pavement this IRI criteria cannot be adopted. RFP, Section A.6(i) i. may be read as follows: “Upon Construction Completion: IRI less than 1.2" 108 ws ASK (i): @. If NHA likes to construct an interchange then responsibility of Level of Service 'c’ will shift to NHA between those interchanges. b. Secondly the rates shall be Market Rates for non-schedule Item & premium on CSR shall be negotiated at that time between the parties. a. Not acceded to. b. Refer NHA reply to Question at Serial No. 49. 109 ws A (I): The determination of location of pedestrian bridges for next 25 years is not possible. This shall be restricted with Approved detailed design. Or NHA shall provide the list as of today for costing, Secondly Safety Features are very vide term. Please specify Refer NHA reply to Question at Serial No. 50. Refer RFP, Section A.6(\). 110 wr A (0): Concessionaire will cut the tree for the requirement of Construction or over plantation plan. However, NHA shall be responsible that they will handover these trees to the actual owner (if Required) Disposal of cut trees shall be NHA's responsibility Itwill be further discussed during negotiation phase. 14 ws AS p: Initial shifting of Utilities. shall be the responsibility of NHA which they have to shift during Financial Close period. The provision of service ducts upon the Tequest of any other agency after the works ‘commencement date concessionaire shall negotiate. Stipulations of RFP, Section A.6 (p) shall prevail for provision of service corridor along the Project. 112 wva A.6 r: It is recommended that concept of sectional completion shall be linked with any section between any 2 interchanges. Refer Question at Serial No. 17 above. 113 Jv-40 Av: NHA & NH&MP shall collect the fines but than shall be responsible for implementation of All issues related to traffic Rules and Regulation The stipulations of RFP, Section A.6 (v) shall prevail, 114 svt A6 y: The word ‘insignia plate’ is very vide. Please explain which insignia plate Refer Section C(4) of NHA PPP Policy & Regulatory Framework (RFP, Appendix-9). Page 17 of 22Bidder Nelle QUESTION NHA REPLY x | A 6 aa: Please mention word ‘Equivalent’ | As per RFP. 115] | Infrontof each category /type of vehicle AG (c) D.8.3: The validity period of| As per RFP. Construction Performance Bond referred to in Section D5.3 shall be in compliance the Construction period of the 2 | Project, viz. thity six (36 months) from 116| $ |the achievement of Financial Close. % | Please clarify the reason of extend the Construction Performance Bond for more than 12 months. In addition to the Construction performance bond shall be insurance bond. The release of bond shall also be required to be mentioned AS Ir) Sectional Completion, Base Toll | Yes, the toll rates are inclusive of VAT, rate for Sectional Completion A.6 / s): | if any. 3 | Base Year Toll rate 117| 3 | Page 8-9, RFP: Base Toll Rate and Base | | Year Toll Rate standards. Is the toll rate listed VAT-inclusive or VAT-exclusive price? Please note BOQ is based on Miles | The stipulations of RFP, Section C.2 | stones, it is not possible to share rates. | are to be followed by each bidder 118 | 3 | However Work break Down Structure as | strictly. | far as type of Works will be provided for evaluation te | NHA is requested to Arrange Joint Site | NHA officials are available to coordinate 419| | Visit, and also provide Soft version of | the visit, if required by any bidder. 3 | Alignment on Google Earth. Itis further requested that another Pre bid | During pre-bid conference, all the may be convened to for Legal & Financial | bidders were requested to forward their = | Matter which are currently being | written questions within one week time 120) 3 | reviewed. (from date of pre-bid conference) and NHA shall look into the requirement and shall arrange second pre-bid conference, if deemed appropriate. CA i: As per the RFP, we | A separate agreement shall be signed Concessionaire need to organize the | between Government of Pakistan and @ | Buyers/Suppliers Credit for __the | the Bank to undertake the responsibilty 121| | government who is in charge of repaying | of repeyment of SupplerfBuyer's Cred the loan (ie. EPC part), Please kindly clarify that under aforementioned circumstance, what kind of Guarantee the GOP will be provided to us. Page 18 of 22,Si. | Bidder nee oe QUESTION eh 122 ws €.2, hi Is a letter of intent issued by banks merely expressed interest on provide loans for the project enough to be responsive for the bidding, since a LO! with terms and conditions is difficult to be issued within such short time period. Is the LOI supplied to NHA during the Pre- Quaification fine? Fresh LOI is required to be issued by the Bank(s) / financial institution(s) However, for Supplier/Buyer's Credit (loan), the amortization schedule with along with terms and conditions shall be required as part of Financial Proposal. 123 wv-20 €.3: The financial Model usually is made under the currency of US Dollar in general while RFP requires to express all financial calculations in RS. Please provide one Assigned Currency Rate for unified evaluation ‘At the time of bid evaluation, uniform conversion rate shall be applied, if required. 124 wv Appendix-1 2.Scope of Work p.3: There are 23 flyover bridges crossing roads in this project. According to the bidder's own survey and design, the bidder may change several or all flyover bridges to mainline underpass or bridges that cross local roads. Will it lead to the bid not meeting the requirements of _ bid conformity? Please clarify. The bidders are requested to carry out detailed survey and confirm the actual requirement of structures. Please refer to the table of Proposed Structures in Section-2 of Scope of Work. A clear note is given under the table where itis stated that: “Above inventory is based on the outline design. Bidder is requested to carry out the detailed survey and confirm the actual requirement, which may exceed the number & dimensions of above Inventory list”. 125 v2 RFP Appendix-1 2.Scope of Work p.3 Preliminary Design Drawings: There are 30 ramp toll stations, but there are only 28 in Preliminary ‘Design Drawings. Please Clarify There are 15 interchanges in total which have the two legs. On each leg, there will be a Toll Station. So, there will be 30 Ramp toll Stations in total However, bidders are required to carry out detailed survey in order to implement close loop tolling mechanism. Page 19 of 22si No. Bidder Qe QUESTION NHA REPLY 126 sv23 RFP Appendix-1 2.Scope of Work p.3 Preliminary Design Drawings: There are some location conflicts or repetition between flyover bridges and interchange bridges in Preliminary Design Drawings, e.g. K272 + 506 flyover bridge and K272 + 500 interchange bridge, K310 + 286 flyover bridge and 310 + 282 interchange, K321 + 446 flyover bridge and K321 + 448 interchange bridge, K349 + 056 flyover bridge and K349 + 055 interchange bridge. The bidder may Temove the repeated flyover bridges or interchange bridges and change the quantity of flyover bridges or interchange bridges. Will it lead to the bid not meeting the requirements of bid conformity? Please | clarify. List of Flyover Bridges and Interchange Bridges has been updated and is attached for bidders’ reference as ‘Annexure-A. However, the bidders are requested to carry out detailed survey ‘and confirm the actual requirement. 427 JV-24 RFP Appendix-1 2.Scope of Work p.3: According to his own survey and study, the bidder may optimize the design scheme, reduce the number and dimensions of structure listed in the RFP documents. Will it lead to the bid not meeting the requirements of bid conformity? Please clarify. Refer NHA reply to Question at Serial No. 07. 128 WV-28 RFP Appendix-1 2. Scope of Work p.2: According to his own traffic study and design, the bidder may provide his own Pavement design scheme that will be different from the pavement structure in RFP documents and Preliminary Design Drawings. it lead to the bid not meeting the requirements of bid conformity? Please clarity Refer to the paragraph at the end of Page 1 of Scope of Work where itis clearly stated that, "Thi 129 JV-26 RFP Appendix-1 3.2.11 Design Criteria P16: According to Appendix-1 3.2.11 Design Criteria, the Maximum Vertical Gradient of Main Carriageway is 1.5%. But many vertical gradients of the Preliminary Design Drawings is larger than 1.5%. The construction cost of motorway will be greatly Increased by smaller Maximum Vertical Gradient. The Maximum Vertical Gradient of RFP of similar motorway project in Pakistan e.g. Sukkur-Multan Motorway is 3%. Please clarify Refer NHA reply to Question at Serial No. 03. Page 20 of 22‘Si. No. Bidder a# QUESTION NHA REPLY 130 wat ‘A2: In the prequalification documents, the project name was" construction’ of approximately 296 Kilometer _6-lane motorway from Hyderabad to Sukkur on BOT basis’, while in the RFP, the project name is “Construction of ‘Hyderabad- ‘Sukkur, 299.3 Kilometers, 6-Lane Divided, fenced Motorway on BOT basis”. Please confirm which name the bidder shall use. The Project Name is: “Hyderabad ~ ‘Sukkur Motorway (M-6)", Project length and other specifications are as per RFP, Appendix-1. 131 v.28 B.2 b: Financial Close Experience of the Bidder for similar road projects needs to be submitted to NHA What kind of documents could be approve of financial close? Copy of facility effective notice. 132 v.28 TDWG-Vol-3-Part-1-of-4-for-Hayderabad- ‘Sukkur-BOT. pdf: There is a mistake on coordinates of “END OF PROJECT" of page 31, please clarify. Hyderabad - Sukkur Motorway will connect with Sukkur - Multan Motorway at Nara Canal. M/s China State Construction Engineering Corporation is undertaking construction of Sukkur — Multan Motorway. According to their survey, end coordinates at Sukkur are: - E = 455141.940, N = 3059104918. Jv-30 ‘TDWG-Vol-3-Part-4-f-4-3-of 3-for- Hayderabad-Sukkur-BOT.pdf.: It is lack of Plan and Profile Drawings between K428+900 and K430+900.260, K350+500 and K351+900, K410+650 and K411+#250. Please kindly provide it. Refer NHA reply to Question at Serial No. 01. 134 wt Volume 1 Page 81: In ‘LOCATION FOR SHORT BRIDGES’, size of the 20th item, bridge K284+856, is 3X20m; size of the 22th item, bridge K324+696, is 5X20m. Whether ‘the both above should be classified as long bridge? Please make clear the classification boundaries between long bridge and short bridge. Bridges with longitudinal length equal to or less than 50m will be categorized as Short Bridges while the Bridges of longitudinal length greater than 50m will be considered as Long Bridges. Lists have been updated and attached for bidders’ reference as Annexure-B. However, the bidders are requested to carry out detailed survey and confirm the actual requirement. _ In addition to above detailed replies to the questions raised by the prequalified bidders, following clarifications are also offered by NHA for consideration of all the bidders during preparation of their respective bids, a Bid Submi Page 21 of 22 n Date: It is categorically conveyed that competent authority has not agreed to grant extension of time in bid submission date. ‘Segregation of Toll Revenue: Construction of Toll Plazas for segregation of toll revenue of the Project from the toll revenue of Karachi - Hyderabad Motorway (M-9) and Sukkur — Multan Motorway (M-5) projects will be the responsibility of Concessionaire.Interchange at M-9: The Concessionaire shall bear the cost of construction of interchange & toll plazas along with allied facilities at Hyderabad side on Karachi - Hyderabad Motorway (4-9). It shall be buit by the Concessionaire, if NHA gets the consent letter from the existing Concessionaire of M-9 project. In case the existing Concessionaire of M-9 opts to build it by himself then the Concessionaire shall pay the cost as taken in his bid. For the purpose detailed mechanism shall be finalized during negotiation / finalization of Concession Agreement. During concession period, NHA has the right to initiate construction activity within the Concession Area by employing third party / Contractor. The first right of construction activity within Concession Area will be given to Concessionaire on the terms and conditions provided by NHA. If terms and conditions are not agreed by the Concessionaire, NHA can employ the contractor / third party to conduct construction activity within the Concession area. However, NHA will safeguard all the financial and technical implications of the Concessionaire that can ‘occur while carrying out construction activity through third party / contractor within the Concession Area during Concession Period. The detailed mechanism will be finalized and incorporated in Concession Agreement during negotiation phase. These Minutes of Pre-Bid Conference shall supersede the stipulations of REP. Syn Zs. (AZEEM TAHIR) General Manager (PPP) Page 22 of 22Annexure A LOCATION FOR FLYOVER BRIDGES IN KLM. ere Size (m) 1 249+236 2:30 2 252+366 2:30 3 257+136 2-30 4 259+876 2-30 5 2714216 2-30 6 2714266 2:30) 7 276+610 2:30 8 282+206 2-30 9 287+366 2-30 10 292+286 2:30 1 3014166 2-30 12 301+370 2-30 13, 307+566 2-30 14 3354716 2-30 15 362+720 1-30 16 379+770 1-30 7 386+520 1-30 18 425+470 19 429+982 1 oF 2Annexure A. LOCATION FOR INTERCHANGE BRIDGES IN KLM rr rt) 1 131+600 2 140+065 3 156+200 4 168+445 5 181+900 6 195+753, 7 200+440 8 245+055 9 272+500 10 310+282 4 3214448 12 349+055 13 368+800 14 391+180 15 409+900 2 OF 2DLOCATION FOR LONG BRIDGES IN KLM Annexure B OE) Size (m) 1 140+963 2 142+208 3 1454125 32-45 4 169+986 3:30 L 5 1714231 3-30 6 178+736 18-30 7 1924117 7-20 8 229+855 3-30 8 233+322, 8-30 40 239+444 3:20 11 2844856 3-20 12 324+696 5-20 13 3524359 10-30 E 14 368+210 3:20 15 428+374 12-30 16 430+624 7-30 1eF2Sr.No. LOCATION FOR SHORT BRIDGES IN KLM Ce) 158+977 Annexure B Size (m) 165+360 176+623 187+600 188+611 196+466 198+974 208+548 o}o|~folalale|r|— 215+204 2274589 232+764 8 233+696 236+723 z 236+844 238+819 3 240+ 169 2424211 18 249+776 19 250+266 20 2874816 21 3384546 22 369+ 169 23 3714154 24 373+804 25 381+226 26 387+030 27 391+479 28 400+206 29 404+387 30 4114768 31 416+602 32 424+706 33 429+013