MPEL Bid Document (Conso RFQ and RFP)

Mumbai Pune Expressway Limited (MPEL)
(SPV of Maharashtra State Road Development Corporation Limited)
E- Tendering System
Name of Work- Tolling, Operation, Maintenance and Transfer of

Yashwantrao Chavan Expressway & National Highway NH-48 (Old
NH-4) in the State of Maharashtra
BID DOCUMENT
(Consolidated Request for Qualification (RFQ) and Request for Proposal (RFP))
Volume - I
Mumbai Pune Expressway Limited

Near Lilavati Hospital, Opp. Bandra Reclamation Bus Depot, K.C. Marg Bandra
West Mumbai City - 400 050
Tel:- 022-26517931, Fax:- 2641 7893
Email - toll.mumbai16@gmail.com
TABLE OF CONTENTS
Section No. Description Page

No.
DETAILED E-NOTICE INVITING TENDER .......................................................................................... 4
DISCLAIMER ............................................................................................................................................... 8
GLOSSARY ................................................................................................................................................... 9
PROCEDURE FOR E-TENDERING ....................................................................................................... 12
SECTION 1 INTRODUCTION ................................................................................................................. 19
1.1 INTRODUCTION............................................................................................................................ 19
1.2 BRIEF DESCRIPTION OF BIDDING PROCESS ................................................................................ 23
1.3 PERFORMANCE SECURITY .......................................................................................................... 24
1.4 SCHEDULE OF SELECTION PROCESS ........................................................................................... 26
1.5 EDI PROTOCOL ........................................................................................................................... 26
SECTION 2 INSTRUCTIONS TO BIDDER ............................................................................................ 28
A. GENERAL .......................................................................................................................................... 28
2.1 GENERAL TERMS OF SELECTION PROCESS................................................................................. 28
2.2 ELIGIBILITY AND QUALIFICATION REQUIREMENTS OF BIDDER ................................................ 33
2.3 PROPRIETARY DATA .................................................................................................................... 41
2.4 COST OF BIDDING........................................................................................................................ 41
2.5 SITE VISIT AND VERIFICATION OF INFORMATION ...................................................................... 41
2.6 VERIFICATION AND DISQUALIFICATION .................................................................................... 42
B. DOCUMENTS .................................................................................................................................... 44
2.7 CONTENTS OF THE BID DOCUMENT ........................................................................................... 44
2.8 CLARIFICATIONS ......................................................................................................................... 45
2.9 AMENDMENT OF BID DOCUMENT ............................................................................................... 45
C. PREPARATION AND SUBMISSION OF BIDS ............................................................................. 46
2.10 FORMAT AND SIGNING OF BID .................................................................................................... 46
2.11 DOCUMENTS COMPRISING TECHNICAL AND FINANCIAL BID .................................................... 46
2.12 BID DUE DATE ............................................................................................................................. 52
2.13 LATE BIDS ................................................................................................................................... 52
2.14 GUIDELINES FOR E-TENDERING .................................................................................................. 52
2.15 ONLINE OPENING OF BIDS .......................................................................................................... 54
2.16 REJECTION OF BIDS .................................................................................................................... 54
2.17 VALIDITY OF BIDS ....................................................................................................................... 54
2.18 CONFIDENTIALITY ...................................................................................................................... 54
2.19 CORRESPONDENCE WITH THE BIDDER ....................................................................................... 54
D. BID SECURITY.................................................................................................................................. 56
2.20 BID SECURITY.............................................................................................................................. 56
SECTION 3 EVALUATION OF TECHNICAL BIDS AND OPENING & EVALUATION OF
FINANCIAL BIDS ...................................................................................................................................... 59
3.1 EVALUATION OF TECHNICAL BIDS ............................................................................................. 59
3.2 TESTS OF RESPONSIVENESS ......................................................................................................... 59
3.3 EVALUATION PARAMETERS ........................................................................................................ 60
3.4 DETAILS OF EXPERIENCE ........................................................................................................... 61
3.5 FINANCIAL INFORMATION FOR PURPOSES OF EVALUATION ...................................................... 61
3.6 OPENING AND EVALUATION OF FINANCIAL BIDS ...................................................................... 62
3.7 SELECTION OF BIDDER ............................................................................................................... 62
3.8 CONTACTS DURING BID EVALUATION........................................................................................ 64
3.9 CORRESPONDENCE WITH BIDDER .............................................................................................. 64
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SECTION 4 FRAUD AND CORRUPT PRACTICES ............................................................................. 66
SECTION 5 PRE-BID CONFERENCE .................................................................................................... 69
SECTION 6 MISCELLANEOUS .............................................................................................................. 71
APPENDIX - IA LETTER COMPRISING THE TECHNICAL & FINANCIAL BID ....................... 72
APPENDIX - IB LETTER COMPRISING THE FINANCIAL BID ..................................................... 76
APPENDIX IC ............................................................................................................................................. 78
ANNEXURE-I DETAILS OF BIDDER ...................................................................................................... 78
ANNEXURE-II FINANCIAL CAPACITY OF THE BIDDER ....................................................................... 80
ANNEXURE III DETAILS OF PROJECTS OF O&M PARTNER/ BIDDER ................................................ 82
ANNEXURE-IV STATEMENT OF LEGAL CAPACITY ............................................................................ 83
ANNEXURE-V GUIDELINES OF THE DEPARTMENT OF DISINVESTMENT ............................................ 84
APPENDIX – ID DECLARATION OF O&M PARTNER..................................................................... 86
APPENDIX – II FORM OF BANK GUARANTEE FOR BID SECURITY ......................................... 87
APPENDIX III FORMAT FOR POWER OF ATTORNEY FOR SUBMISSION OF BID ................ 90
APPENDIX IV FORMAT FOR POWER OF ATTORNEY FOR LEAD MEMBER OF
CONSORTIUM ........................................................................................................................................... 92
APPENDIX V FORMAT FOR JOINT BIDDING AGREEMENT FOR CONSORTIUM ................. 94
APPENDIX VI SAMPLE FORM OF LETTER OF ACCEPTANCE OF OFFER .............................. 99
APPENDIX VII INTEGRITY PACT ..................................................................................................... 100
APPENDIX VIII FORMAT FOR PROJECT CASH FLOW ............................................................. 107
APPENDIX IX FORMAT FOR GOM LETTER ................................................................................. 110
APPENDIX X FORMAT FOR MSRDC SUPPORT LETTER .......................................................... 112
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(SPV of Maharashtra State Road Development Corporation Limited, Mumbai).
Near Lilavati Hospital, Opp. Bandra Reclamation Bus Depot, K.C. Marg Bandra West Mumbai
City -400 050.
PABX Telephone No. 26517931, Fax No. 2641 7893
E-mail: toll.mumbai16@gmail.com
Website: www.msrdc.org.
DETAILED E-NOTICE INVITING TENDER
Background
(A) The Government of Maharashtra (“GOM”) had entrusted Maharashtra State Road
Development Corporation Limited (“MSRDC”) with a responsibility to develop,
maintain and operate Yashwantrao Chavan Expressway (6 lane access controlled
expressway, along the Mumbai-Pune Corridor, starting from Kalamboli and ending at
Dehu Road, in the State of Maharashtra) (“Yashwantrao Chavan Expressway”) on
design, build, finance, operate and transfer (DBFOT) basis and MSRDC completed the
construction of the Yashwantrao Chavan Expressway and had opened the entire
Yashwantrao Chawan Marg to traffic from April 2002;
(B) In terms of section 20 of Bombay Motor Vehicles Tax Act, 1958 (Bombay Act LXY of
1958) (“Maharashtra Act”), the GOM is empowered to levy and collect tolls on motor
vehicles and trailers drawn by such vehicles and using the public road or a section
thereof;
(C) Further, under the provisions of Maharashtra Act, the GOM had approved the toll rates to
be levied on the specified vehicles passing through the sections or section of the road
namely Yashvantrao Chavan Expressway and authorized MSRDC to collect and
appropriate the proceeds accruing from toll collection for a period up to April 30, 2030;
(D) Government of India (“GOI”) being responsible, through Ministry of Road Transport and
Highways (India) (“MoRTH”), for development and maintenance of National Highways
in India, intended to implement a project envisaging improvement of Mumbai - Pune
section of National Highway consisting of “four laning and improvements of Mumbai-
Pune Section of NH-48 (old NH-4) from Shilphata (K.M. 131/200) to Nigadi (K.M.
20/400) (“NH-48”) on build operate and transfer (BOT) basis;
(the Yashvantrao Chavan Expressway and NH-48 are hereinafter collectively referred to
as the “Project Highways”)
(E) Further, MoRTH intended to entrust the aforesaid work of section of NH-48 (old NH-4)
to MSRDC to undertake inter alia, investigation, design, engineer, finance, procure,
construct, operate and maintain on BOT basis and as per the provisions of the National
Highway Act, 1956, the MoRTH is empowered to levy and collect fees on motor
vehicles;
(F) Subsequently, MoRTH entered into a concession agreement with MSRDC on May 14,
2004 (“MoRTH Agreement”) with a concession period up to April 30, 2030 and in
terms of MoRTH Agreement, MSRDC is entitled to collect a fee from the vehicles and
trailors drawn by such vehicles and using the section at NH 48, on completion of four
laning and improvements of NH 48;
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(G) GOM had agreed to give necessary support to MSRDC in accordance with the State
Support Agreement dated May 14, 2004 (“State Support Agreement”) signed amongst
MoRTH, GOM and MSRDC;
(H) Subsequently, a bidding was conducted by MSRDC to appoint a suitable contractor for
toll/fee collection, operation and maintenance of the Project Highways for a period of 15
years, wherein Ideal Road Builders Private Limited (“IRB”) was appointed as a selected
bidder and further, MSRDC entered into an agreement dated September 4, 2004 (“IRB
Agreement”) for inter alia toll/fee collection, operation and maintenance of the Project
Highways with IRB and IRB’s special purpose vehicle, i.e. Mhaiskar Infrastructure
Private Limited. The term of IRB Agreement has expired on August 10, 2019, 08:00 hrs;
(I) Thereafter, MSRDC established MPEL and delegated its responsibilities in relation to
Yashwantrao Chavan Expressway and NH 48, for period starting from August 10, 2019
vide agreement dated September 26, 2018 entered into between GOM, MSRDC and
MPEL (the “MPEL Agreement”), in accordance with the terms and conditions
mentioned therein;
(J) Now, MPEL invites online e-Tender basis from eligible Sub-Concessionaire for the work
of “Tolling, Operation, Maintenance and Transfer of (i) Yashwantrao Chavan Expressway
(6 lane access controlled expressway, along the Mumbai-Pune Corridor, starting from
Kalamboli and ending at Dehu Road, in the State of Maharashtra) (from Km.0+000 to
94+600) and (ii) and Mumbai - Pune section of National Highway consisting of
“Mumbai-Pune Section of NH-48 (old NH-4) from Nigadi (K.M. 20/400) to Shilphata
(K.M. 131/200) on Toll, Operate, Management and Transfer basis (the “Project”). Brief
particulars of the road stretches under the Project are as follows:
Project Name Length (Kms)
Yashvantrao Chavan Expressway section (from Km.0+000 to 94.60

94+600 ) in the State of Maharashtra
National Highway NH-48 (Old NH-4) (from Km. 20+400 to 110.80

131+200) in the State of Maharashtra
KEY DETAILS
Name of Project : Appointment of Sub-Concessionaire for tolling, Operation,

Maintenance and Transfer of Toll Plazas at (1)
Yashwantrao Chavan Expressway; and (2) National
Highway NH-48 (Old NH-4) in the State of Maharashtra
Sub-Concession Period : For the period from February 1, 2020 08:00 hrs until April
30, 2030 23:59 hrs (both days included) (subject to the
earlier termination of the Sub-Concession Agreement in
accordance with the terms thereof)
Availability of Bid : From November 1, 2019 to December 16, 2019, 15:00 hrs
Document online available on www.mahatenders.gov.in website.
Cost of Bid Document : Rs. 10,00,000 (Indian Rupees Ten Lakhs only) plus
applicable taxes, if any (Bid Document can be downloaded
from www.mahatenders.gov.in using credit / debit card /
net-banking).
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Please note the GST no. and PAN for MPEL:
(a) GST No.: 27AALCM8029R1ZJ
(b) PAN: AALCM8029R
(c)
Date of Pre Bid Meeting November 13, 2019 at 15:00 hrs at Mumbai Pune
Expressway Limited, Near Lilavati Hospital, Opposite
Bandra Reclamation Bus Depot, K.C. Marg, Bandra West,
Mumbai City 400050, Maharashtra, India.
Expected Bid Value : Rs. 8600 crores (Indian Rupees Eight Thousand and Six
Hundred Crores only) on an NPV basis (with respect to the
Upfront Sub-Concession Fee and the Deferred Sub-
Concession Fee payable in the stated instalments)
calculated at a discount rate of 8.30% (eight point three
zero percent).
Minimum Reserve : Rs. 6500 Crores (Indian Rupees Six Thousand and Five
Upfront Sub-Concession Hundred Crores only).
Fee
Minimum Reserve : Each instalment (other than the upfront instalment and the
Instalment Amount last instalment) of the Deferred Sub-Concession Fee should
not be less than Rs. 850 crores (Indian Rupees Eight
Hundred and Fifty Crores only). There is no minimum
amounts prescribed for the last instalment.
Bid Security : Rs. 90 Crores (Indian Rupees Ninety Crores only) (in form
of Bank Guarantee/ online payments/ demand draft).
Performance Security : Aggregate of (i) Rs. 50 crores (Indian Rupees Fifty Crores
only) which amount shall be increased by the Price Index
from first anniversary of the date of the Sub-Concession
Agreement; and (ii) 5% (five percent) of the outstanding
Deferred Sub-Concession Fee.
Date of submission of : Technical proposal online and financial proposal online on
Bids online only or before December 16, 2019 at 15:00 hrs.
Guidelines to download the Bid Document and online submission of proposals can be
downloaded from website http://mahatenders.gov.in. For any queries of online
submission on E-Tendering Portal, kindly contact Tel.: 0120 4200462, 0120 4001002,
8826246593 email id : supporteproc@nic.in Detailed Tender Notice, all the notifications,
common set of deviations (CSD), clarifications, corrigendum & details of terms and
conditions regarding this Bid Document notice hereafter will be published online on
website http://mahatenders.gov.in & MPEL website www.msrdc.org.
Address – Director In Charge Mumbai Pune Expressway Limited (MPEL),Near Lilavati

Hospital, Opp. Bandra Reclamation Bus Depot, K.C. Marg, Bandra West Mumbai City -
400 050, PABX Telephone No. 26517931, Fax No. 2641 7893 E-mail:
toll.mumbai16@gmail.com. Website: www.msrdc.org.
Thanking you,
Yours faithfully,
Director-in-charge
6
MPEL, Mumbai
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DISCLAIMER
The information contained in this document (the “Bid Document”) or subsequently provided to
Bidder(s), whether verbally or in documentary or any other form by or on behalf of MPEL or any
of its employees or advisors, is provided to Bidder(s) on the terms and conditions set out in this
Bid Document and such other terms and conditions subject to which such information is provided.
This Bid Document is not an agreement and is neither an offer nor invitation by MPEL to the
prospective Bidders or any other person. The purpose of this Bid Document is to provide
interested parties with information that may be useful to them in making their financial offers
(BIDs) pursuant to this Bid Document. This Bid Document includes statements, which reflect
various assumptions and assessments arrived at by MPEL in relation to the project(s). Such
assumptions, assessments and statements do not purport to contain all the information that each
Bidder may require. This Bid Document may not be appropriate for all persons, and it is not
possible for MPEL, its employees or advisors to consider the investment objectives, financial
situation and particular needs of each party who reads or uses this Bid Document. The
assumptions, assessments, statements and information contained in the Bidding Documents, may
not be complete, accurate, adequate or correct. Each Bidder should, therefore, conduct its own
investigations and analysis and should check the accuracy, adequacy, correctness, reliability and
completeness of the assumptions, assessments, statements and information contained in this Bid
Document and obtain independent advice from appropriate sources.
Information provided in this Bid Document to the Bidder(s) is on a wide range of matters, some
of which may depend upon interpretation of law. The information given is not intended to be an
exhaustive account of statutory requirements and should not be regarded as a complete or
authoritative statement of law. MPEL accepts no responsibility for the accuracy or otherwise for
any interpretation or opinion on law expressed herein. The Bidder shall undertake an independent
due-diligence for participating in the Bidding Process, at its own cost and expenses and shall not
rely on information provided by MPEL.
MPEL, its employees and advisors make no representation or warranty and shall have no liability
to any person, including any Bidder or Bidder under any law, statute, rules or regulations or tort,
principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense
which may arise from or be incurred or suffered on account of anything contained in this Bid
Document or otherwise, including the accuracy, adequacy, correctness, completeness or reliability
of the Bid Document and any assessment, assumption, statement or information contained therein
or deemed to form part of this Bid Document or arising in any way for participation in this
Bidding Process.
MPEL also accepts no liability of any nature whether resulting from negligence or otherwise
howsoever caused arising from reliance of any Bidder upon the statements contained in this Bid
Document. MPEL may in its absolute discretion, but without being under any obligation to do so,
update, amend or supplement the information, assessment or assumptions contained in this Bid
Document.
The issue of this Bid Document does not imply that MPEL is bound to select a Bidder or to
appoint the Selected Bidder JV, as the case may be, for the project(s) and MPEL reserves the right
to reject all or any of the Bidders or Bids without assigning any reason whatsoever. The Bidder
shall bear all its costs associated with or relating to the preparation and submission of its Bid
including but not limited to preparation, copying, postage, delivery fees, expenses associated with
any demonstrations or presentations which may be required by MPEL or any other costs incurred
in connection with or relating to its Bid. All such costs and expenses will remain with the Bidder
and MPEL shall not be liable in any manner whatsoever for the same or for any other costs or
other expenses incurred by a Bidder in preparation or submission of the Bid, regardless of the
conduct or outcome of the Bidding Process.
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GLOSSARY
ACI As defined in clause 2.2.3 (iv)

AIF means an alternative investment fund as defined in
Regulation 2(1)(b) of Securities and Exchange
Board of India (Alternative Investment Funds)
Regulations, 2012, as may be amended from time to
time;
Appointed Date Shall be the actual date on which all the Second
Tranche Conditions Precedent have been satisfied to
the satisfaction of MPEL.
Associate As defined in clause 2.1.18
AUM or Assets Under Management As defined in clause 2.2.3 (iii)
MPEL As defined in clause 1.1.1(J)
Bank Guarantee As defined in clause 2.20.1
Bid Document As defined in the Disclaimer
Bid Due Date As defined in clause 1.1.10
Bid Security As defined in clause 1.2.4
Bid(s) As defined in clause 1.2.2
Bidders As defined in clause 1.2.1
Bidding Documents As defined in clause 1.1.10
Bidding Process As defined in clause 1.2.1
Bonds As defined in clause 1.1.2(a)
Bond Redemption Date As defined in clause 1.1.2(a)
Business Day Day (other than a Saturday and Sunday or any other
day which is a bank holiday) on which
organizations/ banks are open for general business
in Mumbai.
Commencement Date shall be the date on which the First Tranche
Conditions Precedent are satisfied.
Conflict of Interest As defined in clause 2.2.1(c)
Consortium As defined in clause 2.2.1(a)
CPI shall mean the Consumer Price Index, as published
by Central Statistical Office and released on 12th of
every month.
First Tranche Conditions Precedent shall have the meaning given to the term in the Sub-
Concession Agreement
Deferred Sub-Concession Fee As defined in clause 1.1.11(a)
Eligible Project As defined in clause 2.2.2(A)(i)(A)
Expected Bid Value Rs. 8600 crores (Indian Rupees Eight Thousand
and Six Hundred Crores only) on an NPV basis
(with respect to the Upfront Sub-Concession Fee
and the Deferred Sub-Concession Fee payable in the
stated instalments) calculated at a discount rate of
8.30% (eight point three zero percent).
Financial Close Means the fulfilment by Sub-Concessionaire of all

condition precedents set out under the financing
documents, so that the financial assistance sought to
be disbursed there under, are ready and available to
be disbursed on demand.
Government Government of India or any State Government
Highest Bidder As defined in clause 1.2.6
Integrity Pact shall mean the Integrity Pact to be executed
9
amongst MPEL and the Selected Bidder,
substantially in the form and manner set out in
Appendix VII hereto.
LOA As defined in clause 3.7.6
Lock-In Period As defined in clause 2.1.15 (d)
Minimum Reserve Upfront Sub-Concession As defined in clause 1.1.11(a)
Fee
Minimum Reserve Instalment Amount As defined in clause 1.1.11(b)
Minimum Shareholding Requirements As defined in clause 2.1.15(d)
MPEL Lenders As defined in clause 1.1.2(b)
MPEL Loan As defined in clause 1.1.2(b)
Nominated Agreements As defined in clause 1.1.14
O&M Partner As defined in clause 2.2.2 (A) (ii)
Permitted Bank shall mean Nationalised Banks, Private Sector
Banks (having the meaning given to such term
under Reserve Bank of India Act, 1934) and State
Bank of India.
Performance Security As defined in clause 1.3
Price Index shall comprise the annual variation over
immediately preceding year in the following
Indices as per assigned Weightage :-
I. 70% of WPI; and

II. 30% of CPI
Project As defined in paragraph J of the detailed e-tender
notice
Projected Cash Flow shall mean the projected cash flow for each of the
Project Highways which has been estimated by the
Successful Bidder/Sub-Concessionaire for each
Financial Year of the Sub-Concession Period and as
submitted in the format specified in Appendix VIII
hereto.
Net Worth As defined in clause 2.2.3 (iii)
Re. or Rs. or INR Indian Rupee
Relied Associate As defined in clause 2.1.18
Scheduled Commercial Bank As defined under Section 2(e) of the Reserve Bank
of India Act, 1934.
Scheduled Appointed Date shall mean April 29, 2020
Scheduled Commencement Date shall mean February 1, 2020, by which date the First
Tranche Condition Precedent are required to be
satisfied.
Second Tranche Conditions Precedent shall have the meaning given to the term in the Sub-
Concession Agreement.
Second Tranche CP Satisfaction Date shall mean the date on which the Second Tranche
Conditions Precedent as specified in the Sub-
Concession Agreement, are satisfied to the
satisfaction of MPEL, which date, unless otherwise
specified be no later than the Scheduled Appointed
Date.
Selected Bidder As defined in clause 3.7.1
Sub-Concession Agreement As defined in clause 1.1.6
Sub-Concessionaire As defined in clause 1.1.6
Sub-Concession As defined in clause 1.1.8
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Sub-Concession Fee Aggregate of Upfront Sub-Concession Fee and
Deferred Sub-Concession Fee.
Sub-Concession Period As defined in clause 2.1.23
Threshold Eligible Project As defined in clause 2.2.2(A)(i)(A)
Upfront Sub-Concession Fee As defined in clause 1.1.11(a)
WPI means the Wholesale Price Index for all
commodities as published by the Ministry of
Industry, GOI and shall include any index which
substitutes the WPI, and any reference to WPI shall,
unless the context otherwise requires, be construed
as a reference to the latest monthly WPI published
no later than 30 (thirty) days prior to the date of
consideration hereunder.
The words and expressions beginning with capital letters and defined in this document shall,
unless repugnant to the context, have the meaning ascribed thereto herein.
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PROCEDURE FOR E-TENDERING
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[A] Procedure for E-Tendering
1. Accessing / Purchasing of Bid Document
(i) It is mandatory for all the Bidders to have valid class Digital Signature Certificate
(DSC) obtained from any of the licensed certifying authorities. In case of
requirement of DSC, interested Bidders should go to https://mahatenders.gov.in
and follow the procedure mentioned in the document ‘Procedure for application
of Digital Certificate’ to obtain DSC.
(ii) To participate in the E-Bid submission, it is mandatory for the Bidders (and if the
Bidder is a Consortium, then the Lead Member) to get registered their firm with
e-tendering portal https://mahatenders.gov.in to have User ID. After submission
of application for enrolment on the system, the application information shall be
verified by the authorized representative of the service provider. If the
information is found to be complete, the enrolment submitted by the Bidder shall
be approved.
(iii) Bidders should install the mandatory components available on the home page of
https://maharashtra.etenders.in under the section ‘Mandatory Components’ and
make the necessary browser settings provided under section ‘Internet Explorer
Settings’
(iv) The complete Bid Document can be viewed / downloaded from the Maharashtra
e-tendering portal after registration on https://mahatenders.gov.in
To participate for bidding, Bidders have to pay the requisite amount of E-Tender
fee including any applicable taxes thereupon, if any (using Credit / debit card /
net-banking) and Bid Security of Rs. 90 crores (Indian Rupees Ninety Crores
only) in the form of Bank Guarantee (Bid Security is refundable subject to the
Bid Document).
(v) For any assistance on the use of electronic tendering system, the users may call
the below numbers:
Help Desk no 0120-4200462, 0120-4001002, 0120-4001005, 8826246593.
E-mail support-eproc@nic.in
Following may be noted:
1) Registration should be valid at least up to the date of submission of bid.
2) The amendments / clarifications to the Bid Document, if any, will be

hosted on the MSRDC website.
3) Bids can be submitted only during the validity of their registration.
(vi) If the firm is already registered with e-tendering portal of MSRDC and validity of
registration has not expired, the firm is not required to take fresh registration.
2. Preparation & Submission of Bids:
Detailed Bid Document may be downloaded from e-tender portal

https://mahatenders.gov.in from November 1, 2019 to December 16, 2019 (until 15:00
13
hrs) and the Bid should be submitted online following strictly the instructions appearing
on the screen. An e-tendering toolkit for Bidders containing the detailed guidelines for e-
tendering system is also available on:
(i) e-tender portal of Maharashtra Government (https://mahatenders.gov.in).
(ii) Bidders are requested to refer the e-tendering toolkit for Bidders available on e-
tender portal of Maharashtra Government (https://mahatenders.gov.in) for further
information and understanding on the e-tendering system.
(iii) The following technical documents shall be prepared and scanned in different
files (in PDF or JPEG format such that file size is not more than 5 MB) and
uploaded during the online submission of Bid. These technical documents shall
also be submitted in original (unless otherwise provided) to MPEL, Bandra
office, Mumbai – 400 050, before the prescribed date & time as per NIT, for
submission of Bid:
(a) Scanned copy of Bid Security of Rs. 90 crores (Indian Rupees Ninety
Crores only). If the Bid Security is provided: (i) in the form of bank
guarantee, then a scanned copy of such bank guarantee; (ii) by way of
demand draft, then a scanned copy of such demand draft; (iii) in the form
of online payment, then a scanned copy of receipt of online transaction.
(b) Copy of receipt of payment of Bid Document fee of Rs. 10,00,000

(Indian Rupees Ten Lakhs Only) plus applicable taxes, if any.
(c) Power of Attorney for signing of Bid in the prescribed format.
(d) An undertaking from the person having Power of Attorney referred to in

sub-clause (c) above that they agree and abide by the Bid Document
(including amendments, if any) uploaded by MPEL.
(e) if applicable, Power of Attorney for appointment of Lead Member of the

Consortium and taking incidental actions thereto as per the format as
specified in Appendix IV.
(f) if applicable, Joint Bidding Agreement for the Consortium as per the
format as specified in Appendix V.
(g) Scanned copy of the certificate confirming that the Bidder meets the
Technical capacity requirements, is required to be submitted from the
authorised signatory of the client of the Bidder. The certificate shall
contain the details of projects (as required under Annexure III of
Appendix IC) and identification/ contact details of the authorised
signatory.
(h) In case the Bidder has an O&M Partner, suitable client certificates of the
Bidder/Member of Consortium who also is an O&M Partner whose
technical capacity has been used by the Bidder, in support of handling of
O&M works of road projects with details of the projects (as required
under Annexure III of the Appendix IC).
(i) Scanned copy of the registration/ charter documents of firm

proprietorship firm / partnership firm / registration of private limited
company / public limited company or any other company, as the case
14
may be. Provided that, while submitting the documents physically to
MPEL, the Bidder will provide the certified true copies of the registration
documents by the company secretary/ director.
(j) Scanned copy of PAN card of the Bidder. Provided that, while submitting
the documents physically to MPEL, the Bidder will provide the attested
copy of the PAN card of the Bidder.
(k) Scanned copy of income tax returns of last 5 (five) years. Provided that,
while submitting the documents physically to MPEL, the Bidder will
provide the certified true copy of the income tax returns by the statutory
auditor.
(l) Scanned copy of GST registration certificate. Provided that, while

submitting the documents physically to MPEL, the Bidder will provide
the certified true copy of the GST certificate by the chartered accountant/
director.
(m) Scanned copy of company’s turnover of last 5 (five) years duly certified
by statutory auditor/ chartered accountant.
(n) In case the Bidder is relying on the experience of O&M Partner to meet
the Technical Capacity, scanned copy of signed memorandum of
understanding along with the final agreed draft of the agreement to be
executed between the O&M Partner and the Bidder.
(o) Scanned copy of Projected Cash Flow in the format attached under
Appendix VIII.
(p) Letters comprising the Technical and Financial Bid in the form as
specified under Appendix IA, Appendix IB and Appendix IC (including
annexure I to IV) and supporting certificates / documents.
(q) If applicable, Letter of Declaration of O&M Partner as per format as

specified in Appendix ID.
(r) Scanned copy of statement of legal capacity of the Bidder as per format
as specified at Annexure IV to Appendix IC.
(s) Copies of the duly audited balance sheet and profit and loss statement for
preceding 5 years and shareholding pattern (certified by a company
secretary of the company) of each of the Bidder, each Relied Associate
and for each member of the Consortium.
(t) Scanned copy of a certificate from a qualified external auditor who audits
the book of accounts of the Bidder or the Consortium Member shall be
provided to demonstrate that Relied Associate is an Associate of the
Bidder or member of the Consortium’s Associate, as the case may be.
(u) Integrity pact on plain paper shall be submitted by the Bidder with the
Bid duly signed by Authorized signatory & shall be part of the Sub-
Concession Agreement.
(v) An undertaking from the Bidder/ each members of the Consortium as

mentioned under clause 2.2.3(v).
15
(w) Scanned copies of the audited annual reports of the Bidder (and of each
Member in case of a Consortium) for the last 5 (five) financial years,
preceding the year in which the Bid is made, in accordance with clause
3.5.1.
(x) In case the annual accounts for the latest financial year are not audited
and therefore the Bidder cannot make it available, the Bidder shall
provide (i) scanned copy of an undertaking to this effect, certified by the
statutory auditor and; (ii) scanned copy of the audited annual reports for 5
(five) years preceding the year for which the audited annual report is not
being provided, in accordance with clause 3.5.2.
(y) In case of foreign companies, a scanned copy of the certificate from a

qualified external auditor who audits the book of accounts of the Bidder
or the Consortium Member in the formats provided in the country where
the project has been executed and such certificate shall contains all the
information as required in the prescribed format of the Bid Document i.e.
Annexure II of Appendix IC, in accordance with clause 3.5.4.
(z) Scanned copy of the certificate issued by Statutory Auditor of the Bidder
specifying that the Bidder has a Minimum Net Worth of Rs. 2,600 crores
at the close of the preceding immediately financial year and certifying
that the methodology adopted for calculating such net worth conforms to
the provisions of Clause 2.2.3 (iii) of the Bid Document.
(aa) In case the Bidder/Lead Member of the Bidder is an AIF or an investment

fund, then scanned copy of the certificate issued by the chartered
accountant of the Bidder specifying that the Bidder has a minimum
Assets Under Management (AUM) of Rs. 32,500 crores, at the close of
the preceding immediately financial year and certifying that the
methodology adopted for calculating such AUM conforms to the
provisions of Clause 2.2.3 (iii) of the Bid Document.
or
In case the Bidder/Lead Member of the Bidder is an AIF or an investment

fund, then scanned copy of the certificate issued by the statutory auditor
of the Bidder or such other certificate as filed /with the regulator in the
relevant jurisdiction not older than 3 (three) months prior to the
application deadline specifying that the Bidder has a minimum ACI of Rs.
2,600 crores at the close of the preceding immediately financial year and
certifying that the methodology adopted for calculating such AUM
conforms to the provisions of Clause 2.2.3 (iv) of the Bid Document.
(bb) Scanned copy of the certificate(s) from the concerned client of the
Bidder/ Relied Member/ O&M Partner confirming the requisite O&M
experience (of the Bidder /Relied Member / O&M Partner) towards
evidencing the relevant works undertaken and completed with respect the
works commissioned, as the case may be, during the past 3 years in
respect of the projects specified in Clause 2.2.2 (A). Such certificate from
the client shall specify the details as required in Annexure III of Appendix
IC.
16
(cc) Scanned copy of the certificate(s) from the statutory auditors1 stating that
the O&M expenses incurred for works commissioned by the
Bidder/Relied Member/O&M Partner, as the case may be, during the past
3 years in respect of the project specified in Clause 2.2.2 (A). In case a
particular job/ contract has been jointly executed by the Bidder (as part of
a consortium), it should further support its claim for the O&M expenses
incurred in its share of work done for that particular job/ contract by
producing a certificate from its statutory auditor.
(iv) The Technical Bid & Financial Bid should be submitted online in the prescribed
format only.
(v) Financial Bid shall be digitally signed by the authorized signatory of the Bidder
& submitted “online” only. The Technical Bid shall be digitally signed by the
authorized signatory of the Bidder & submitted both, online and physically. It is
hereby clarified that no hard copy of Financial Bid is required to be submitted.
(vi) It may be noted that scan copies can be prepared in different file format (PDF,
JPEG).
(vii) It may also be noted that Bidders can upload a single file of size of 5 MB and also
multiple files.
(viii) Last Date & time for online submission of Bids is December 16, 2019 up to 15:00
hrs.
(ix) For submission of hard copy of the Technical Bid, the envelope should bear the
following identifications: “Bid for the Project- Yashwantrao Chavan
Expressway & National Highway NH-48 (old NH-4) in the state of Maharashtra”
and shall clearly indicate the name and address of the Bidder and addressed to
Director In Charge on the last date and time of online submission of Bids, MPEL
may open the hard copy (Technical Bid) for the purpose of scrutiny of the
Technical Bids.
(x) In case of any discrepancy, online submissions shall prevail.
Attn. Of: Director In Charge
ADDRESS: Mumbai Pune Expressway Limited (MPEL),

Near Lilavati Hospital, Opp. Bandra Reclamation Bus Depot,
K.C. Marg, Bandra West Mumbai City -400 050.
PABX Telephone No. 26517931, Fax No. 2641 7893
E-mail: toll.mumbai16@gmail.com
Website: www.msrdc.org
1
In case duly certified audited annual financial statements containing explicitly the requisite details are provided, a
separate certification by statutory auditors would not be necessary in respect of Clause 2.2.3 (i). In jurisdictions that do
not have statutory auditors, the firm of auditors which audits the annual accounts of the Bidder may provide the
certificates required under this Bid Document.
17
SECTION 1
INFORMATION TO BIDDER
18
SECTION 1
INTRODUCTION
1.1 Introduction
1.1.1 Background
(A) The GOM had entrusted MSRDC with a responsibility to develop, maintain and
operate Yashwantrao Chavan Expressway on design, build, finance, operate and
transfer (DBFOT) basis and MSRDC completed the construction of the
Yashwantrao Chavan Expressway and had opened the entire Yashwantrao
Chawan Marg to traffic from April 2002;
(B) In terms of section 20 of Maharashtra Act, the GOM is empowered to levy and
collect tolls on motor vehicles and trailers drawn by such vehicles and using the
public road or a section thereof;
(C) Further, under the provisions of Maharashtra Act, the GOM had approved the toll
rates to be levied on the specified vehicles passing through the sections or section
of the road namely Yashvantrao Chavan Marg and authorized MSRDC to collect
and appropriate the proceeds accruing from toll collection for a period up to April
30, 2030;
(D) GOI being responsible, through MoRTH for development and maintenance of
National Highways in India, intended to implement NH-48, on build operate and
transfer (BOT) basis;
(E) Further, MoRTH intended to entrust the aforesaid work of section of NH-48 (old
NH-4) to MSRDC to undertake inter alia, investigation, design, engineer, finance,
procure, construct, operate and maintain on BOT basis and as per the provisions
of the National Highway Act, 1956, the MoRTH is empowered to levy and collect
fees on motor vehicles;
(F) Subsequently, MoRTH entered into a the MoRTH Agreement with a concession
period up to April 30, 2030 and in terms of MoRTH Agreement, MSRDC is
entitled to collect a fee from the vehicles and trailors drawn by such vehicles and
using the said section at NH 48, on completion of four laning and improvements
of NH 48;
(G) GOM had agreed to give necessary support to MSRDC in accordance with the
State Support Agreement signed amongst MoRTH, GOM and MSRDC;
(H) Subsequently, a bidding was conducted by MSRDC to appoint a suitable

contractor for toll/fee collection, operation and maintenance of the Project
Highways for a period of 15 years, wherein IRB was appointed as a selected
bidder and further, MSRDC entered into IRB Agreement for inter alia toll/fee
collection, operation and maintenance of the Project Highways with IRB and
IRB’s special purpose vehicle, i.e. Mhaiskar Infrastructure Private Limited. The
term of the IRB Agreement has expired on August 10, 2019 at 08:00 hrs.
(I) Thereafter, MSRDC established MPEL and delegated its responsibilities in

relation to inter alia operations, maintenance and tolling in relation to
Yashwantrao Chavan Expressway and NH 48, for period starting from August 10,
2019, vide agreement dated September 26, 2018 entered into between GOM,
19
MSRDC and MPEL (the “MPEL Agreement”), in accordance with the terms and
conditions mentioned therein;
(J) The Mumbai Pune Expressway Limited (the “MPEL”) is engaged in the
Operation and Maintenance of highways and as part of this endeavour, MPEL has
decided to undertake subcontracting the Tolling, Operations, Maintenance and
Transfer of the (i) Yashwantrao Chavan Expressway; and (ii) NH-48, each on a
tolling, operation, maintenance and transfer basis for the period starting from
August 10, 2019 until April 30, 2030 (both days included) (subject to the earlier
termination of the Sub-Concession Agreement in accordance with the terms
thereof), and has decided to carry out the bidding process for selection of a public
/ private entity as the Bidder to whom the Project may be awarded. A brief
particulars of the road stretches under the Project are as follows:
Project Name Length (Kms)
Yashvantrao Chavan Expressway section (from 94.60

Km.0+000 to 94+600 ) in the State of Maharashtra
National Highway NH-48 (Old NH-4) (from Km. 20+400 110.80

to 131+200) in the State of Maharashtra
1.1.2 Issuance of Bonds by MSRDC and MPEL Loan
(a) Bidders are brought to notice that MSRDC had issued certain bonds of an amount
equivalent to Rs. 425 crores (Indian Rupees Four Hundred and Twenty Five
Crores only) (“Bonds”), which are proposed to be redeemed on March 3, 2020
(“Bond Redemption Date”), at the redemption value of Rs. 1084.5 crores (Indian
Rupees One Thousand Eighty Four Crores and Fifty Lakhs only). The Bonds are
privately placed and listed on the NSE.
In order to secure the Bonds issued by MSRDC, the following charge was created
by MSRDC in favour of Vistra ITCL (India) Limited (acting as a security trustee
to the bond holders), for the benefit of the bond holders:
(i) Mortgage and first ranking pari-passu charge over the receivables of
Yashvantrao Chavan Expressway and Bandra-Worli sea-link project at
Mumbai;
(ii) Guarantee from Government of Maharashtra; and
(iii) Mortgage over an immovable property situated at Sanpada, Mumbai.
Therefore, the receivables from the Yashvantrao Chavan Expressway will

continue to be charged on a first ranking pari passu basis for the benefit of the
bond holders until the Bond Redemption Date. Do note that the obligations of
MSRDC is also secured by way of a Guarantee from Government of Maharashtra.
(b) Separately, the MPEL had tied-up certain loans amounting to Rs. 6500 crores
(Indian Rupees Six Thousand and Five Hundred Crores only) and have availed an
amount of Rs. 4850 crores (Indian Rupees Four Thousand Eight Hundred and
Fifty Crores only) from a consortium of lenders led by State Bank of India
(“MPEL Lenders”) (“MPEL Loan”). The obligations of MPEL with respect to
the MPEL Loan are secured by way of a mortgage and first ranking pari passu
20
charge over the receivables from the Project Highways, which was created in
favour of SBICAP Trustee Company Limited (acting as a security trustee to the
MPEL Lenders).
MPEL Loan are proposed to be prepaid in full from the proceeds of Upfront Sub-
Concession Fee received from the Sub-Concessionaire.
Accordingly, until the prepayment of the MPEL Loan, MPEL Lenders shall
continue to have first ranking pari-passu charge over the receivables from the
Project Highways with respect to the MPEL Loan.
1.1.3 Tunnel road construction by MSRDC
The Bidders are informed that MSRDC shall, at its option and cost, be entitled to
construct two tunnels for missing link and constructions of missing link with viaducts and
upgrading to 8 lane (chainage 32800 to chainage 38700) under capacity augmentation for
Yashwantrao Chavan Expressway (“Proposed Tunnel Road”), in order to reduce
commuting time for the users traveling on the Yashwantrao Chavan Expressway. It is
clarified that the Sub-Concessionaire shall not be responsible for the construction,
operation or maintenance of the Proposed Tunnel Road.
1.1.4 The Bidders are informed that there are pending litigation pertaining to the Project
Highways. The Bidders should make themselves aware of the information in relation the
same and do their own analysis and assessment in relation thereto. No relief will be
provided under the Bid Document and/or the Sub-Concession Agreement for any
litigation in relation to the Project Highways.
1.1.5 The Expected Bid Value for the Project is Rs. 8600 crores (Indian Rupees Eight
Thousand and Six Hundred Crores only) on an NPV basis (with respect to the Upfront
Sub-Concession Fee and the Deferred Sub-Concession Fee payable in the stated
instalments) calculated at a discount rate of 8.30% (eight point three zero percent). The
Sub-Concession Fee is to be paid by the Sub-Concessionaire in two components: (i)
upfront fee of not less than the Minimum Reserve Upfront Sub-Concession Fee; and (ii)
upto three instalments on the dates specified in Clause 1.1.11(b) below, where each of
the first two of such instalments are not less than the Minimum Reserve Instalment
Amount. There is no Minimum Reserve Instalment Amount prescribed for the third of
such instalments. Subject to the minimum amounts specified in (i) and (ii) above, the bid
for the Upfront Sub-Concession Fee and the actual Deferred Sub-Concession Fee (and
consequently the actual Sub-Concession Fee) shall have to be made by the Bidders in
their Financial Bid, and such Sub-Concession Fee shall be finally determined as per the
actual Financial Bid of the Selected Bidder.
1.1.6 The Selected Bidder, who is either a company incorporated under the Companies Act,
1956/ 2013 or its substitute thereof or undertakes to incorporate as such prior to execution
of the Sub-Concession Agreement (the “Sub-Concessionaire”), shall be responsible for
tolling, operation, management and transfer of the Project under and in accordance with
the provisions of the tolling, operations, management and transfer agreement (the “Sub-
Concession Agreement”) to be entered into between the Sub-Concessionaire and MPEL
in the form provided by MPEL as part of the Bidding Documents pursuant hereto.
1.1.7 The scope of work will broadly include tolling, operation, management and transfer of the
Project, performance and fulfilment of all other obligations of the Sub-Concessionaire in
accordance with the provisions of the Sub-Concession Agreement and matters incidental
thereto or necessary for the performance of any or all of the obligations of the Sub-
21
Concessionaire under the Sub-Concession Agreement. The detailed scope of work is set
out under schedule B and C of the Sub-Concession Agreement.
1.1.8 The Sub-Concession Agreement for the Project sets forth the detailed terms and
conditions for grant of the sub-concession to the Sub-Concessionaire, including the scope
of the Sub-Concessionaire services and obligations (the “Sub-Concession”).
1.1.9 The statements and explanations contained in this Bid Document are intended to provide
a better understanding to the Bidder about the subject matter of this Bid Document and
should not be construed or interpreted as limiting in any way or manner the scope of
services and obligations of the Sub-Concessionaire set forth in the Sub-Concession
Agreement or MPEL’s rights to amend, alter, change, supplement or clarify the scope of
work, the Sub-concession to be awarded pursuant to this Bid Document or the terms
thereof or herein contained. Consequently, any omissions, conflicts or contradictions in
the Bidding Documents including this Bid Document are to be noted, interpreted and
applied appropriately to give effect to this intent, and no claims on that account shall be
entertained by MPEL.
1.1.10 MPEL shall receive Bids pursuant to this bid document (“Bid Document”) in accordance
with the terms set forth in this Bid Document and other documents to be provided to
MPEL pursuant to this Bid Document (collectively the “Bidding Documents”), and all
Bids shall be prepared and submitted in accordance with such terms on or before the Bid
Due Date specified in Clause 1.4 for submission of Bids (the “Bid Due Date”).
1.1.11 Sub-Concession Fee
(a) In consideration of the grant of Sub-concession, the Sub-Concessionaire shall be

required to pay to MPEL, in accordance with terms hereof and the Sub-
Concession Agreement and (a) the sum of the upfront Sub-Concession Fee of a
minimum amount equivalent to Rs. 6500 Crores (Indian Rupees Six Thousand
and Five Hundred Crores only) (as per Selected Bidder’s quote in its Financial
Bid) (“Minimum Reserve Upfront Sub-Concession Fee”) (the “Upfront Sub-
Concession Fee”); and (ii) the deferred Sub-Concession Fee which has been bid
by the Successful Bidder in its Financial Bid (the “Deferred Sub-Concession
Fee”), each payable by way of a demand draft / through online payment, in
favour of MPEL i.e. Mumbai Pune Expressway Limited.
(b) The Upfront Sub-Concession Fee shall be payable by the Sub-Concessionaire as

a condition precedent to achieve the Appointed Date, in accordance with the
terms of the LOA and/or the Sub-Concession Agreement. The Deferred Sub-
Concession Fee shall be payable to MPEL in upto 3 (three) instalments on (i)
February 1, 2021; (ii) February 1, 2022; and (iii) February 1, 2023 (if
applicable), in such breakup submitted by the Successful Bidder in its Financial
Bid and each instalment of the Deferred Sub-Concession Fee (other than the third
instalment) shall not be lower than the minimum reserve instalment amount of
Rs. 850 crores (Indian Rupees Eight Hundred and Fifty Crores only) (“Minimum
Reserve Instalment Amount”). The Sub-Concessionaire expressly agrees that
such condition precedent constitutes an essential condition of the Bidding
Documents and the Sub-Concession Agreement, failing which the consequences
set out under clause 4.2 of the Sub-Concession Agreement shall apply.
(c) The terms and conditions of the Sub-Concession Agreement shall be applicable
for the payment of the Upfront Sub-Concession Fee and the Deferred Sub-
Concession Fee and any other payments required to be made by the Sub-
Concessionaire to MPEL.
22
1.1.12 The GOM will issue the state support letter in favour of the Sub-Concessionaire and the
Lenders (of the Sub-Concessionaire), substantially in the format attached as Appendix IX.
1.1.13 MSRDC will issue the letter in favour of the Sub-Concessionaire and the Lenders,
substantially in the format attached as Appendix X.
1.1.14 Obligations relating to existing agreements
MSRDC/MPEL has entered into certain agreements in relation to the Project and the
Project Highways. Such agreements as specified in Appendix XI to this Bid Document
(“Nominated Agreements”). The Sub-Concessionaire shall be required to undertake
obligations of MSRDC/MPEL (as applicable) under each of the valid Nominated
Agreements by way of novation, prior to the Scheduled Commencement Date, as one of
the First Tranche Conditions Precedent. Extension of the Nominated Agreements after
their expiry shall be at the discretion of the Sub-Concessionaire. The Bidders must
themselves assess/ adjudicate the stamp duty and/ or registration charges payable on
novation of the valid Nominated Agreements and all costs and charges in relation to such
novation shall be borne by the Sub-Concessionaire.
1.1.15 Stamp Duty and Registration Fees on the Sub-Concession Agreement
Each Bidder shall have the Sub-Concession Agreement adjudicated for the applicable
stamp duty payable on the same and procure an adjudication order in this regard from the
relevant Government Authority. The Sub-Concessionaire shall be solely liable to pay the
applicable stamp duty on the Sub-Concession Agreement as determined in in the
adjudication order as above. The Sub-Concessionaire shall also be solely liable to pay any
applicable registration fee on the Sub-Concession Agreement.
1.2 Brief description of Bidding Process
1.2.1 MPEL has adopted a single stage two part system for selection of the Bidder for award of
the Project (hereinafter referred to as the “Bidding Process”). Under this process, the bid
shall be invited under two parts. Prior to, or along with the Bid, the Bidder shall pay to
MPEL a sum of Rs. 10,00,000 (Indian Rupees Ten Lakhs only) plus applicable taxes, if
any as the cost of the Bidding Process. Eligibility and qualification of the Bidder will be
first examined based on the details submitted under first part (Technical Bid) with respect
to eligibility and qualifications criteria prescribed in this Bid Document. (The “Bidder”,
which expression shall, unless repugnant to the context, include the members of the Joint
Venture and trusts).
The Financial Bid under the second part shall be online opened of only those Bidders
whose Technical Bids are responsive to eligibility and qualifications requirements as per
this Bid Document.
Bidders must satisfy themselves that they are qualified to Bid, and should give an
undertaking to this effect in the form at Appendix IA.
GOI has issued guidelines (see Annexure V of Appendix IC of the Bid Document) for
qualification of bidders seeking to acquire stakes in any public sector enterprise through
the process of disinvestment. These guidelines shall apply mutatis mutandis to this
Bidding Process. MPEL shall be entitled to disqualify any Bidder in accordance with the
aforesaid guidelines at any stage of the Bidding Process.
23
1.2.2 Interested Bidders are being called upon to submit their Bid in accordance with the terms
specified in this Bid Document. The Bid shall be valid for a period of 180 days from the
date specified in Clause 1.4 for submission of Bids (“Bid Validity Period”).
1.2.3 The complete Bidding Documents including the draft agreements for the Project are
enclosed for the Bidders.
1.2.4 A Bidder is required to deposit, along with its bid (“Bid”), a Bid Security of Rs. 90
Crores (Indian Rupees Ninety Crores only) (the “Bid Security”), refundable in
accordance with Clause 2.20.4 below. The Bidders will have an option to provide Bid
Security in the form of online payment in the favour of ‘Mumbai Pune Expressway
Limited’ or a bank guarantee acceptable to MPEL, and in such event, the validity period
of the bank guarantee shall not be less than 180 (one hundred and eighty) days from the
Bid Due Date and a claim period of 180 (one hundred and eighty) days from the last date
of the validity period of the bank guarantee, and/ or as may be extended upon mutual
terms between MPEL and the Bidder and upon receipt of written approval from the bank
from time to time; and that of the demand draft shall not be less than 180 (one hundred
and eighty) days from the Bid Due Date. The Bid shall be summarily rejected if it is not
accompanied by the proof of successful payment of Bid Security.
1.2.5 During the Bidding Process, Bidders are advised to examine the Project in greater detail,
and to carry out, at their cost, such studies as may be required for submitting their
respective Bids for award of the contract.
1.2.6 Provided that a Bidder has qualified the technical qualifications and requirements subject
to Clause 2.16 hereto, the “Successful Bidder” shall be selected for the Project on the
basis of the Bid with the highest bid sub-concession fee which shall be arrived at by
calculating the net present value of the Sub-Concession Fee payments quoted by the
Bidder where a discount rate of 8.30% (eight point three zero percent) per annum shall be
used for making the NPV calculations and specifically calculated as specified by MPEL
(“NPV Sub-Concession Fee”). In this Bid Document, the term “Highest Bidder” shall
mean the Bidder who whose NPV Sub-Concession Fee for the Project is the highest.
1.2.7 Generally, the Highest Bidder shall be the Selected Bidder. The remaining Bidders shall
be kept in reserve and may, in accordance with the process specified in Clause 3 of this
Bid Document, be invited to match the Bid submitted by the Highest Bidder in case such
Highest Bidder withdraws or is not selected for any reason. In the event that none of the
other Bidders match the Bid of the Highest Bidder, MPEL may, in its sole discretion,
either invite fresh Bids from the remaining Bidders or annul the Bidding Process.
1.2.8 The Sub-Concessionaire shall be entitled to levy and charge a user fee from users of the
Project, in accordance with the Sub-Concession Agreement.
1.2.9 Other details of the process to be followed under this Bidding Process and the terms
thereof are spelt out in this Bid Document.
1.2.10 Any queries or request for additional information concerning this Bid Document shall be
submitted by e-mail to the officer designated in Clause 2.11.4 below with identification/
title: “Queries / Request for Additional Information: Yashwantrao Chavan Expressway &
National Highway NH-48 (Old NH-4) in the State of Maharashtra”.
1.3 Performance Security
1.3.1 The Bidder agrees that the Sub-Concessionaire shall for the due performance of its
obligations under the LOA and the Sub-Concession Agreement during the respective
24
relevant Accounting Year of the Sub-Concession Period, provide to MPEL, an
irrevocable and unconditional guarantee for a sum equivalent to (i) Rs. 50 crores (Indian
Rupees Fifty Crores only) which amount shall be increased by the Price Index annually
from first anniversary of the date of the Sub-Concession Agreement; and (ii) 5% (five
percent) of the outstanding Deferred Sub-Concession Fee, in the form set forth in
Schedule-E of the Sub-Concession Agreement (the “Performance Security”).
Illustration2:
Assumption 1: Performance Security to be provided as part of 1.3.1(i) is Rs. 100

crores.
Assumption 2: Each instalment of the Deferred Sub-Concession Fee is Rs. 100 crores
each.
Assumption 3: Price Index for each year is 10%.
Based on the above, the Sub-Concessionaire will be required to provide a Performance

Security equivalent to Rs. 100 crores (“Component 1”) + (5% of Rs. 300 crores) (being
the summation of the then outstanding Deferred Sub-Concession Fee). This will be
equal to Rs. 115 crores.
On the first anniversary of the date of the Sub-Concession Agreement, the

Performance Security shall have to be increased by an amount equal to 10% of
Component 1, i.e. Rs. 110 crores. At this time the total Performance Security Should be
Rs. 110 crores + (5% of Rs. 300 crores), i.e. Rs. 125 crores.
After payment of the first instalment (Rs. 100 crores) of the Deferred Sub-Concession
Fee, the outstanding Deferred Sub-Concession Fee shall be Rs. 200 crores. In this case
the Performance Security will be readjusted to be equal to. Rs. 110 crores + (5% of Rs.
200 crores), i.e. Rs. 120 crores.
This readjustment shall happen on each anniversary of the signing of the Sub-
Concession Agreement (for Price Index adjustment for Component 1) and after
payment of each instalment of the Deferred Sub-Concession Fee (for calculation of 5%
of the outstanding Deferred Sub-Concession Fee).
1.3.2 The Performance Security shall be (i) from a Permitted Bank, issued from any branch in
India and payable at a branch at Mumbai, with a minimum validity of 12 (twelve) months
at a time; (ii) shall be provided no later than 7 (seven) days from the date of issuance of
Letter of Acceptance (LOA); and (iii) comply with the requirements as specified in the
Sub-Concession Agreement. The Performance Security shall be rolled over periodically
and shall be renewed 3 (three) months prior to its expiry so as to keep it valid and
subsisting with full force and effect until issue of vesting certificate by MPEL and
thereafter until expiry of two months from expiry of the last date of the original Sub-
Concession Period.
1.3.3 Until such time the Performance Security is provided by the Sub-Concessionaire
pursuant hereto and the same comes into effect, the Bid Security shall remain in force
and effect, and upon such provision of the Performance Security pursuant hereto, MPEL
shall release the Bid Security to the Sub-Concessionaire.
2
The numbers used are illustrative only.
25
Upon occurrence of a Sub-Concessionaire default, MPEL shall be entitled to encash and
appropriate the relevant amounts from the Performance Security, in accordance with the
Sub-Concession Agreement.
1.4 Schedule of Selection process
MPEL shall endeavour to adhere to the following schedule:
Sl. No. Event Description Date

1. Invitation of Bid Document (NIT) November 1, 2019 at 15:00 hrs.
2. Last date for receiving queries November 11, 2019 at 15:00 hrs.
3. Pre-Bid Meeting at venue mentioned in November 13, 2019
Clause 2.11.4
4. Issue of response to Bidder Queries by November 21, 2019
MPEL
5. Last date for submission of Bids Upto December 16, 2019 at 15:00
(online) or Bid Due Date hrs.
6. Date of physical submission of Bid December 17, 2019 upto 15:00 hrs.
Security/ power of attorney etc.
7. Opening of Technical Bids at venue December 17, 2019 at 15:00 hrs.
provided in Clause 2.11.4
8. Declaration of eligible / qualified December 24, 2019
Bidders
9. Opening of Financial Bid December 26, 2019
10. Letter of Acceptance (LOA) December 27, 2019
11. Submission of Performance Security No later than January 4, 2020
12. Signing of Sub-Concession Agreement January 15, 2020
13. Scheduled Commencement Date February 1, 2020
14. Scheduled Appointed Date April 29, 2020
1.5 EDI Protocol
Upon specific request made to MPEL, MPEL shall provide its EDI Protocol (as defined
in the Sub-Concession Agreement) to the successful bidder after execution of the LOA
26
SECTION 2
INSTRUCTION TO BIDDER
27
SECTION 2
INSTRUCTIONS TO BIDDER
A. GENERAL
2.1 General terms of Selection process
2.1.1 No Bidder shall submit more than one Bid for the Project. A Bidder bidding individually
or as a member of a Consortium shall not be entitled to submit another Bid either
individually or as a member of any Consortium, as the case may be.
2.1.2 An international Bidder bidding individually or as a member of a Consortium shall ensure

that Power of Attorney is legalised / apostille by appropriate authority notarised in the
jurisdiction where the Power of Attorney is being issued and requirement of Indian Stamp
Act is duly fulfilled.
2.1.3 The Bidder will submit the signed memorandum of understanding along with the final
agreed draft of the agreement to be executed between the O&M Partner and the Bidder.
2.1.4 Notwithstanding anything to the contrary contained in this Bid Document, the detailed
terms specified in the draft Sub-Concession Agreement shall have overriding effect;
provided, however, that any conditions or obligations imposed on the Bidder hereunder
shall continue to have effect in addition to its obligations under the Sub-Concession
Agreement.
2.1.5 The Bid shall be furnished in the format exactly as per Annexure IA i.e. Technical and
Financial Bid, Appendix IB, Appendix IC and Appendix ID respectively. All the amounts
shall be indicated clearly in both figures and words, in Indian Rupees in prescribed format
of Financial Bid and it will be signed by the Bidder’s authorised signatory. In the event of
any difference between figures and words, the amount indicating the higher of the two
will be treated as the offer.
2.1.6 The Bidder shall deposit the Bid Security in accordance with the provisions of this Bid
Document. The Bidder has the option to provide the Bid Security either as online
payment or in the form of a Bank Guarantee acceptable to MPEL, as per format at
Appendix II or through demand draft. The Bidders shall also submit proof of online
payment of Rs. 10,00,000 (Indian Rupees Ten Lakhs only) plus applicable taxes, if any,
towards cost of Bid Document.
2.1.7 The validity period of the Bank Guarantee, shall not be less than 180 (one hundred and
eighty) days from the Bid Due Date and a claim period of 180 (one hundred and eighty)
days, and may be extended as may be mutually agreed between MPEL and the Bidder and
upon receipt of written approval from the bank. The Bid shall be summarily rejected if it
is not accompanied by the Bid Security. The Bid Security shall be refundable in
accordance with Clause 2.20.4 of this Bid Document.
2.1.8 The Bidder should submit a Power of Attorney as per the format at Appendix III,
authorising the signatory of the Bid to commit the Bidder.
2.1.9 In case the Bidder is a Consortium, the Members thereof should furnish a Power of
Attorney in favour of any Member, such Member shall thereafter be identified as the
28
Lead Member, in the format provided at Appendix–IV3. In case the Bidder is a
Consortium, Joint Bidding Agreement in the format at Appendix V shall be submitted by
the Bidder.
2.1.10 Any condition or qualification or any other stipulation contained in the Bid shall render
the Bid liable to rejection as a non-responsive Bid.
2.1.11 The Bid and all communications in relation to or concerning the Bidding Documents, and
the Bid shall be in English language. Supporting documents and printed literature
furnished by the Bidder with the Bid Document may be in any other language provided
that they are accompanied by translations of all the pertinent passages in the English
language, duly authenticated and certified by the Bidder. Supporting materials, which are
not translated into English, may not be considered. For the purpose of interpretation and
evaluation of the Bid Document, the English language translation shall prevail.
2.1.12 The Bidding documents including this Bid Document and all attached documents,
provided by MPEL are and shall remain or become the property of MPEL and are
transmitted to the Bidders for the purpose of preparation and the submission of a Bid in
accordance herewith. Bidders are to treat all information as strictly confidential and shall
not use it for any purpose other than for preparation and submission of their Bid. The
provisions of this Clause 2.1.12 shall also apply mutatis mutandis to Bids and all other
documents submitted by the Bidders, and MPEL will not return to the Bidders any Bid,
document or any information provided along therewith.
2.1.13 This Bid Document is not transferable.
2.1.14 Award of project pursuant to this Bid Document shall be subject to the terms of Bidding
Documents and also fulfilling the criterion as mentioned in clause 2.2.
2.1.15 Where the Bidder (including foreign companies) is a single entity/ individual, it shall be
required to form an appropriate Special Purpose Vehicle, incorporated under the
Companies Act, 2013 (the “SPV”), to execute the Sub-Concession Agreement and
implement the Project. In case the Bidder is a Consortium, it shall, in addition to forming
an SPV, comply with the following additional requirements:
(a) number of members in a consortium shall not exceed 4 (four). All information
sought in the Bid shall be provided for all members of the Consortium;
(b) the Bid should contain the information required for each member of the
Consortium and Relied Associates, if any;
(c) members of the Consortium shall nominate one member as the lead member (the
“Lead Member”). The nomination(s) shall be supported by a Power of Attorney,
as per the format at Appendix III, signed by all the other members of the
Consortium;
(d) the Lead Member and each Relied Member shall have an equity share holding of
at least 26% (twenty six per cent) of the paid up and subscribed equity of the SPV
3
In case of a Consortium, the Members should submit a Power of Attorney in favour of the any Member as
per the format as Annexure IV. Such Member shall thereafter be identified as the Lead Member. The Lead
Member should submit a power of Attorney as per the format in Appendix III, authorising the signatory of
the Application. Members of the Consortium of need not submit Power of Attorney as per the format at
Appendix III, authorising the signatory of the Application.
29
until the date of payment of the entire Sub-Concession Fee (the “Lock-In
Period”).
The shareholding requirements and transfer restrictions specified in this clause

shall be referred to as the “Minimum Shareholding Requirements”;
(e) the Bid should include a brief description of the roles and responsibilities of
individual members, particularly with reference to financial, technical and toll
collection & O&M obligations in respect of the Project;
(f) an individual Bidder cannot at the same time be a member of the other
Consortium applying for the Bid. Further, a member of a particular Consortium
cannot be member of any other Consortium applying for the Bid ;
(g) members of the Consortium shall form an appropriate SPV to execute the project,
if awarded to the Consortium;
(h) members of the Consortium shall enter into a binding Joint Bidding Agreement,
substantially in the form specified at Appendix V (the “Joint Bidding
Agreement”), for the purpose of submitting Bid. The Joint Bidding Agreement,
to be submitted along with the Application, shall, inter alia:
(i) convey the intent to form an SPV, for the purpose of domiciling the
Project(s) and no other purpose, with shareholding/ ownership equity
commitment(s) in accordance with this Bid Document, which would
enter into the Sub-Concession Agreement and subsequently perform all
the obligations of the Sub-Concessionaire in terms of the Sub-Concession
Agreement, in case the Sub-Concessionaire to undertake the Project
awarded to the Consortium;
(ii) clearly outline the proposed roles and responsibilities, if any, of each
member;
(iii) commit the minimum equity stake to be held by each member;
(iv) commit a minimum equity holding requirement for the members as per
Clause 2.2.2 (B);
(v) Lead Member to undertake that it shall hold atleast 26% (twenty six per
cent) of the subscribed and paid equity of the SPV at all times until the
expiry of Lock-In Period;
(vi) In case the experience of a Member is claimed by the Bidder (“Relied

Member”), such Relied Member shall undertake to continue to hold
atleast 26% (twenty six per cent.) in the Sub-Concessionaire for the
Lock-In Period.
(vii) members of the Consortium to undertake that without prejudice to the

other shareholding restrictions, they shall collectively hold 100% (one
hundred per cent) of `the subscribed and paid up equity of the SPV at all
times until the date of payment of Sub-Concession Fee of the Project;
(viii) include a statement to the effect that all members of the Consortium shall
be liable jointly and severally for all obligations of the Sub-
30
Concessionaire in relation to the Project until the expiry of the Lock-In
Period.
(i) except as provided under this Bid Document and the Bidding Documents, there
shall not be any amendment to the Joint Bidding Agreement without the prior
written consent of MPEL.
2.1.16 Any entity which has been barred by the Central/ State Government, or any entity
controlled by it including Corporations, Government companies, from participating in any
project (BOT or otherwise), and the bar subsists as on the date of Bid, would not be
eligible to submit a Bid, either individually or as member of a Consortium.
2.1.17 A Bidder including any Consortium Member or Associate should, in the last 3 (three)
years, have neither failed to perform, on any contract, as evidenced by imposition of a
penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration
award against the Bidder, Consortium Member or Associate, as the case may be, nor has
been expelled from any project or contract by any public entity nor have had any contract
terminated any public entity for breach by such Bidder, Consortium Member or
Associate. MPEL would place sole reliance on the certification provided by the Bidder in
this regard in its letter comprising the Technical Bid.
During the Bidding Process and prior to execution of the Sub-Concession Agreement, any
default by the Sub-Concessionaire under this Bid Document shall entitle MPEL to cancel
the entire Project. Upon such cancellation, the provisions of Clause 1.2.8 of this Bid
Document shall apply.
2.1.18 In computing the Technical Capacity and Financial Capacity of the Bidder/ Consortium
Members under Clauses 2.2.2, 2.2.3 and 3.3 the Technical Capacity and Financial
Capacity of their respective Relied Associate would also be eligible hereunder.
For purposes of this Bid Document, Associate means, in relation to the Bidder/
Consortium Member, a person who controls, is controlled by, or is under the common
control with such Bidder/ Consortium Member (the “Associate”). As used in this
definition, the expression “control” means, with respect to a person which is a company
or corporation, the ownership, directly or indirectly, of more than 50% (fifty per cent) of
the voting shares of such person, and with respect to a person which is not a company or
corporation, the power to direct the management and policies of such person by operation
of law or by contract or otherwise.
It is clarified that an entity whose experience is claimed as an Associate by a Bidder or

any member of a Consortium (such Associate shall be referred to as a “Relied
Associate”) shall be an Associate of such Bidder/member of the Consortium as on the
date of the Bid submission. Further, a certificate from a qualified external auditor who
audits the book of accounts of the Bidder or the Consortium Member shall be provided to
demonstrate that a person is an Associate of the Bidder or the Consortium, as the case
may be.
2.1.19 The following conditions shall be adhered to while submitting a Bid:
(a) Bidders should attach clearly marked and referenced continuation sheets in the
event that the space provided in the prescribed forms in the Annexures/
Appendixes is insufficient. Alternatively, Bidders may format the prescribed
forms making due provision for incorporation of the requested information;
31
(b) information supplied by a Bidder (or other constituent Member if the Bidder is a
Consortium) must apply to the Bidder, Member or Relied Associate named in the
Bid and not, unless specifically requested, to other associated companies or firms;
(c) in responding to the Bid Document submissions, Bidders should demonstrate

their capabilities in accordance with Clause 3.1 below; and
(d) in case the Bidder is a Consortium, each Member should substantially satisfy the
Bid Document requirements to the extent specified herein.
2.1.20 Clearance from national security and public interest perspective
While bidding is open to persons from any country, in the event, the Bidder/any of the
Member of the Consortium is a foreign entity, then MPEL may seek approval of the
competent authority from national security and public interest perspective, if the Bidders
come from countries of concern as per extant Government guidelines. The decision of
MPEL in this behalf shall be final and conclusive and binding on the Bidder. The
eligibility of the Bidder shall be subject to such approval and determination.
2.1.21 Notwithstanding anything to the contrary contained herein, in the event that the Bid Due
Date falls within three months of the closing of the latest financial year of a Bidder, it
shall ignore such financial year for the purposes of its Application and furnish all its
information and certification with reference to the 5 (five) years or 1 (one) year, as the
case may be, preceding its latest financial year. For the avoidance of doubt, financial year
shall, for the purposes this Bid, mean the accounting year followed by the Bidder in the
course of its normal business.
2.1.22 Commencement of Toll Collection Work, Retention of Toll Receivables etc.
The Sub-Concessionaire shall commence the work of toll collection and other scope of
work from the Commencement Date. The tolls/ receivables collected by the Sub-
Concessionaire from the Commencement Date upto 10 (ten) Business Days from the
Appointed Date shall be deposited into the MPEL’s escrow account (under the charge of
MPEL’s lenders).
The Sub-Concessionaire shall, bear, at its own risk and without any claim or recourse on
MPEL or any other person, all costs and expenses as may be required to perform the
scope of work under the Sub-Concession Agreement and the Sub-Concessionaire shall be
responsible for the working and management of toll collection, in transparent and
efficient at all times and at all levels, in accordance with the Sub-Concession Agreement.
e.g. at the level of cashier, toll manager / toll supervisor and the toll contractor etc. It is
clarified that the Sub-Concessionaire shall not have the right to recover any such amounts
from MPEL in any event whatsoever.
The toll receivables deposited into the MPEL escrow account from the Commencement
Date, will be transferred by MPEL into a designated account of the Sub-Concessionaire
within 10 (ten) Business Days of the Appointed Date.
2.1.23 Sub-Concession Period
The Sub-Concession Period shall be for a period commencing from February 1, 2020
(08:00 hrs) and ending April 30, 2030 (23:59 hrs) (both days included) (subject to the
earlier termination of the Sub-Concession Agreement in accordance with the terms
thereof). In case of an early termination of the Sub-Concession Agreement for any reason
whatsoever, and if so required by MPEL at its sole discretion (and without prejudice to
32
the rights of MPEL in with respect to the termination of the Sub-Concession Agreement),
the Sub-Concessionaire shall mandatorily be required to perform its obligations under the
Sub-Concession Agreement in accordance with the terms thereof. This shall be the
discretion of MPEL and shall not be the right of the Sub-Concessionaire. If required,
MPEL may extend this period further for such period as it deems necessary. The terms &
conditions of the entire extended period (other than the Sub-Concession Period and the
Toll Collection) will remain the same as that of the original Sub-Concession Agreement.
The Sub-Concessionaire shall pay the consideration as may be mutually agreed between
MPEL at such time, and such determination of MPEL shall be binding on the Sub-
Concessionaire.
In the event Scheduled Commencement Date and consequently, the commencement of

the Sub-Concession Period is extended/required to be extended beyond February 1, 2020
by MPEL prior to the execution of the Sub-Concession Agreement, MPEL shall pay to
the Sub-Concessionaire, only after the Appointed Date has been achieved, such amounts
as it may have collected as toll from the Project Highways (subject matter of the Sub-
Concession Agreement) in the period starting from February 1, 2020 until the amended
Scheduled Commencement Date less any operations and maintenance costs incurred or
proposed to be incurred on the Project Highways during such period. The amounts shall
be transferred by MPEL to a designated account of the Sub-Concessionaire within 10
(ten) Business Days of the Appointed Date.
2.2 Eligibility and qualification requirements of Bidder
2.2.1 For determining the eligibility of Bidder the following shall apply:
(a) The Bidder may be a single entity or a group of entities (the “Consortium”),
coming together to implement the Project. However, no Bidder applying
individually or as a member of a Consortium, as the case may be, can be member
of another Bidder. The term Bidder used herein would apply to both a single
entity and a Consortium.
(b) Bidder may be a natural person, private entity, or any combination of them with a
formal intent to enter into a Joint Bidding Agreement or under an existing
agreement to form a Consortium. A Consortium shall be eligible for
consideration subject to the conditions set out in Clause 2.1.15.
(c) A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that
affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall
be liable for disqualification. In the event of disqualification, MPEL shall be
entitled to forfeit and appropriate 5% (five per cent.) of the value of the entire
Bid Security or equivalent amount from the Performance Security, as the case
may be, as genuine pre-estimate of the loss and damage likely to be suffered and
incurred by MPEL and not by way of penalty (the “Damages”), without
prejudice to any other right or remedy that may be available to MPEL under the
Bidding Documents and/or the Sub-Concession Agreement or otherwise. Without
limiting the generality of the above, a Bidder shall be deemed to have a Conflict
of Interest affecting the Bidding Process, if:
(I) the Bidder, its Member or Associate (or any constituent thereof) and any
other Bidder, its Member or any Associate thereof (or any constituent
thereof) have common controlling shareholders or other ownership
interest; provided that this disqualification shall not apply in cases where
the direct or indirect shareholding of a Bidder, its Member or an
Associate thereof (or any shareholder thereof having a shareholding of
33
not more than 25% (twenty five per cent) of the paid up and subscribed
capital; of such Bidder, Member or Associate, as the case may be) in the
other Bidder, its Member or Associate, is not more than 25% (twenty five
per cent) of the subscribed and paid up equity share capital thereof;
provided further that this disqualification shall not apply to any
ownership by a bank, insurance company, pension fund or a public
financial institution referred to in section 4A of the Companies Act,
1956/2013. For the purposes of this Clause 2.2.1I, indirect shareholding
held through one or more intermediate persons shall be computed as
follows: (aa) where any intermediary is controlled by a person through
management control or otherwise, the entire shareholding held by such
controlled intermediary in any other person (the “Subject Person”) shall
be taken into account for computing the shareholding of such controlling
person in the Subject Person; and (bb) subject always to sub-clause (aa)
above, where a person does not exercise control over an intermediary,
which has shareholding in the Subject Person, the computation of
indirect shareholding of such person in the Subject Person shall be
undertaken on a proportionate basis; provided, however, that no such
shareholding shall be reckoned under this sub-clause (bb) if the
shareholding of such person in the intermediary is less than 26% of the
subscribed and paid up equity shareholding of such intermediary; or
(II) a constituent of such Bidder is also a constituent of another Bidder; or
(III) such Bidder, its Member or any Associate thereof receives or has
received any direct or indirect subsidy, grant, concessional loan or
subordinated debt from any other Bidder, or its Associate, or has
provided any such subsidy, grant, concessional loan or subordinated debt
to any other Bidder, its Member or any Associate thereof; or
(IV) such Bidder has the same legal representative for purposes of this Bid as
any other Bidder; or
(V) such Bidder, or any Associate thereof, has a relationship with another
Bidder, or any Associate thereof, directly or through common third party/
parties, that puts either or both of them in a position to have access to
each other’s’ information about, or to influence the Bid of either or each
other; or
(VI) such Bidder or any Associate thereof has participated as a consultant to

MPEL in the preparation of any documents, design or technical
specifications of the Project.
(VII) such Bidder or any Associate or any Relied Associate thereof has
appointed any official of MPEL or MSRDC, Technical Advisors of
MPEL/MSRDC for this Project, Legal Advisors of MPEL/MSRDC for
this Project, Financial Advisors of MPEL/MSRDC for this Project
advising MPEL/MSRDC specifically on this Project, for the purposes of
the Project.
Explanation:
In case a Bidder is a Consortium, then the term Bidder as used in this Clause 2.2
shall include each Member/Relied Associate of such Consortium.
34
(d) A Bidder shall be liable for disqualification and forfeiture of Bid Security if any
legal, financial or technical adviser of MPEL/MSRDC and/or sub-consultants
thereof in relation to the Project is engaged by the Bidder, its Members or any
Associate thereof, as the case may be, in any manner for matters related to or
incidental to this Project during the Bidding Process or subsequent to the (i) issue
of the LOA; or (ii) execution of the Sub-Concession Agreement. In the event any
such adviser is engaged by the Selected Bidder or Sub-Concessionaire, as the
case may be, after issue of the LOA or execution of the Sub-Concession
Agreement for matters related or incidental to the Project, then notwithstanding
anything to the contrary contained herein or in the LOA or the Sub-Concession
Agreement and without prejudice to any other right or remedy of MPEL,
including the encashment, forfeiture and appropriation of the Bid Security and/or
Performance Security, as the case may be, which MPEL may have thereunder or
otherwise, the LOA or the Sub-Concession Agreement, as the case may be, shall
be liable to be terminated without MPEL being liable in any manner whatsoever
to the Selected Bidder or Sub-Concessionaire for the same. For the avoidance of
doubt, this disqualification shall not apply where such sub-consultant was
engaged by the Bidder, its Member or Associate in the past but its assignment
expired or was terminated 6 (six) months prior to the date of issue of Bid
Document for the Project. Further, this disqualification will not apply where such
adviser is engaged after the date of payment of entire Sub-Concession Fee under
the Sub-Concession Agreement.
Provided further, in case MPEL seeks information / clarification from Bidder(s)

related to occurrence / non-occurrence of Conflict of Interest and the Bidder(s)
fail(s) to provide such information within a reasonable time, MPEL shall
disqualify such Bidder. Moreover, MPEL shall encash its Bid Security as per
provision of Clause 2.20.6(a) and further debar it from participation in any
future procurement process for a minimum period of 1 year.
The Parties agree that the Bid Security encashed, appropriated or forfeited as
above, are be in the nature of liquidated damages, which is a genuine pre-
estimated loss and damage likely to be suffered and incurred by MPEL and not in
the nature of a penalty. Such right of MPEL to forfeit the Bid Security or the
Performance Security, as the case may be, is without prejudice to any other right
or remedy that may be available to MPEL under this Bid Document, the Bidding
Documents, the Sub-Concession Agreement or otherwise.
2.2.2 To be eligible for this Bid Document a Bidder shall fulfil the following conditions of
eligibility:
(A) Technical Capacity:
(i) In case of (i) an the Bidder is an individual person, then the Bidder, (ii) and in
case the Bidder is a Consortium, then maximum of 2 (two) members of the
Consortium, must:
(A) have experience of operating and maintaining as an O&M contractor,

highways/ expressway road projects of atleast 4 lanes of not less than 100
km (kilometres) for a continuous period of atleast 3 (three) years
(“Eligible Project”). The Bidder may achieve this eligibility through
their experience as an O&M contractor for separate highways/
expressway road projects, where each such separate project has a
minimum length of atleast 35 km (kilometres) where the Bidder has
experience of operating and maintaining such stretch of road for atleast 3
35
(three) continuous years (each such project being referred to as a
“Threshold Eligible Project”); and
(B) shall have expended atleast an aggregate amount of Rs. 160 Crores
(Indian Rupees One Hundred and Sixty Crores only) for operation and
maintenance costs on highways/ expressway road projects of atleast 4
lanes, where each such separate project has a minimum length of atleast
35 km (kilometres) over the continuous period of past 5 (five) financial
years from the date of submission of Bid.
(the conditions specified in (A) and (B) above is referred to as “Technical

Capacity”)
(ii) Such Technical Capacity as set out above be met either directly by the Bidder (in
case the Bidder is an individual person) or by upto 2 (two) member of the
Consortium (in case the Bidder is a Consortium), either by themselves or drawing
on the experience of their respective Relied Associates.
Provided however that, the Bidder may meet the Technical Capacity through an
O&M contractor (“O&M Partner”). In the event that the Bidder does not have
the requisite O&M experience to meet the Technical Capacity, it shall enter into
an binding agreement (before signing of the Sub-Concession Agreement), with an
entity having experience with respect to the Technical Capacity, however, the
same may be without any equity contribution in the Sub-Concessionaire from
such O&M Partner, failing which the bid shall be liable to be rejected. The
Bidder shall declare the name of such O&M Partner in the Bid in accordance to
Appendix ID and shall furnish all supporting documents as per Annexure III of
the Appendix IC. With respect to an O&M Partner, it is clarified that that:
(a) the Sub-Concessionaire should engage an O&M Partner before

submission of the Bid;
(b) the requirement of having an O&M Partner shall be a continuing

obligation of the Sub-Concessionaire throughout the term of the Sub-
Concession Agreement;
(c) if the Sub-Concessionaire fails to fulfil this obligation during the Sub-
Concession Period, the Sub-Concession Agreement shall be liable to
terminated;
(d) The Bidder will be permitted to substitute such O&M Partner provided
the new O&M Partner fulfils the eligibility criteria and MPEL approves
the appointment of such O&M Partner.
(iii) In case the Bidder is a Consortium, the credentials of only such Members of the
Consortium shall be taken into account for calculation of Technical Capacity who
individually holds atleast 26% (twenty six percent) of the equity share capital in
the SPV. However, this condition shall not be applicable if the Bidder is relying
on the O&M Partner to meet the Technical Capacity.
(iv) To evidence that the Bidder meets such requirement, a certificate confirming the
same from the authorised signatory of the client of the Bidder shall be mandatory,
which certificate shall contain the details of projects (as required under Annexure
III of the Appendix IC) and identification/ contact details of the authorised
signatory.
36
(v) In case the Bidder has an O&M Partner, suitable client certificates of the
Bidder/Member of Consortium who also is an O&M Partner whose technical
capacity has been used by the Bidder, in support of handling of O&M works of
road projects with details of the projects (as required under Annexure III of the
Appendix IC).
(vi) Please refer to Clause 2.1.18 with respect to reliance and technical capacity of
Associates.
(vii) No change in shareholding of the Consortium shall be allowed until the expiry of
Lock-In Period, in accordance with the terms of the Sub-Concession Agreement.
(B) Financial Capacity:
The Bidder shall be required to meet either of the following minimum financial
qualifications (“Financial Capacity”) subject to the terms below:
(1) Financial Capacity Criteria 1 (Minimum Net Worth Criteria): The Bidder
must have a Minimum Net Worth of Rs. 2,600 crores (Indian Rupees Two
Thousand Six Hundred Crore Only) at the close of the preceding immediately
financial year4. The Net Worth of the Bidder is required to be certified by the
Statutory Auditor of the Bidder.
For the purposes of this Clause, “Net Worth” shall mean the aggregate value of
the paid-up share capital and all reserves created out of the profits and securities
premium account, after deducting the aggregate value of the accumulated loses,
deferred expenditure and miscellaneous expenditure not written off, as per the
audited balance sheet, but does not include reserves created out of revaluation of
assets, write back of depreciation and amalgamation.
(2) Financial Capacity Criteria 2 (Assets Under Management/AUM Criteria or

ACI Criteria): In case the Bidder/Lead Member of the Bidder is an AIF or an
investment fund, it shall be required to meet either of the following financial
criteria:
(a) AUM Criteria: The Bidder shall have a minimum Assets Under
Management (AUM) of Rs. 32,500 crores (Indian Rupees Thirty Two
Thousand Five Hundred Crores Only) at the close of the preceding
immediately financial year5. The AUM needs to be certified by the
chartered accountant of the Bidder/respective Members of the
Consortium.
For the purposes of this Clause, “AUM” or “Assets under

Management” shall mean the market value of the assets managed by
self or on behalf of the Investors. It is clarified that AUM is not related
to enterprise value or equity value. Further, this market value of the
assets shall be determinable on the basis of the financing
4
In case a Bidder has issued any fresh Equity Capital during the current financial year, the same shall be permitted to
be added to the Bidder’s Net Worth subject to the Statutory Auditor of the Bidder certifying to this effect.
5
In case a Bidder has received any fresh capital commitment available for the immediate deployment during the
current financial year, the same shall be permitted to be added to the Bidder’s AUM subject to the chartered accountant
of the Bidder certifying to this effect.
37
documents/instruments recording the total value of such an asset and
agreeing to provide financial on such basis for the said asset.
OR
(b) ACI Criteria: The Bidder shall have a minimum ACI of Rs. 2,600
Crores (Indian Rupees Two Thousand Six Hundred Crore Only) at the
close of the preceding financial year6. The ACI needs to be certified by
the statutory auditor (or such other certificate as filed with the regulator
in the relevant jurisdiction) of the Bidder/respective Members of the
Consortium.
(3) In case the Bidder/Lead Member of the Consortium is not a FPI/investment fund,
it will be required to satisfy the Net Worth Criteria to qualify the Financial
Capacity. In the event the Bidder or the Lead Member of the Consortium is a
FPI/investment fund, it will be required to meet one of the AUM Criteria or the
ACI Criteria to qualify the Financial Capacity. Illustration: The Bidder is a
Consortium and is composed of 2 companies and 1 fund. In this case, if
company 1 or company 2 is the Lead Member, then the Net Worth criteria shall
be used to determine the Financial Capacity. Similarly, if the fund is the Lead
Member, the AUM criteria or ACI criteria will be used to determine the
Financial Capacity.
(4) In case the Bidder is a Consortium, the Net Worth/AUM/ACI (as applicable) of
only such Members of the Consortium shall be taken into account for calculation
of Financial Capacity who individually holds at least 26% (twenty six percent) of
the equity share capital in the SPV.
Provided further that each member of the Consortium, apart from the O&M
Partner, if any, must have a minimum Net Worth of 7.5% (seven point five
per cent.) of the Upfront Sub-Concession Fee. In case AUM/ ACI (as
applicable) is considered to assess the Financial Capacity, the minimum Net
Worth requirement for each member of the Consortium shall be waived off.
(5) Any Bidder can only use one financial criteria to qualify, i.e. either Net Worth
criteria or the AUM criteria or the ACI criteria.
(6) Please refer to clause 2.1.18 with respect to reliance and financial capacity of
Associates.
(7) No Change in shareholding of the Consortium shall be allowed until the expiry of
Lock-In Period, other than with specific approval of MPEL and subject to any
conditions they may specify, in accordance with the terms of the Sub-Concession
Agreement.
2.2.3 The Bidders shall enclose with its Bid, to be submitted as per the format at Appendix IA,
complete with its annexures, the following:
(i) Certificate(s) from the concerned client confirming the requisite O&M experience
(of the Bidder/Relied Member/ O&M Partner) towards evidencing the relevant
6
In case a Bidder has received any fresh capital commitment available for the immediate deployment during the current
financial year, the same shall be permitted to be added to the Bidder’s ACI subject to the statutory auditor of the Bidder
certifying to this effect.
38
works undertaken and completed with respect the works commissioned, as the
case may be, during the past 3 years in respect of the projects specified in Clause
2.2.2 (A) above. Such certificate from the client shall specify the details as
required in Annexure III of Appendix IC.
(ii) Certificate(s) from the statutory auditors7 stating the O&M expenses incurred for
works commissioned by the Bidder/Relied Member/O&M Partner, as the case
may be, during the past 3 years in respect of the project specified in Clause 2.2.2
(A) above. In case a particular job/ contract has been jointly executed by the
Bidder (as part of a consortium), it should further support its claim for the O&M
expenses incurred in its share of work done for that particular job/ contract by
producing a certificate from its statutory auditor; and
(iii) Certificate(s) from its statutory auditors specifying the Net Worth and certificate
from the chartered accountant specifying the Assets Under Management of the
Bidder, as at the close of the preceding financial year, and also specifying that the
methodology adopted for calculating such net worth conforms to the provisions
of this Clause 2.2.3 (iii).
For the purposes of this Bid Document:
“Net Worth” shall mean the aggregate value of the paid-up share capital and all
reserves created out of the profits and securities premium account, after
deducting the aggregate value of the accumulated loses, deferred expenditure
and miscellaneous expenditure not written off, as per the audited balance sheet,
but does not include reserves created out of revaluation of assets, write back of
depreciation and amalgamation.
“AUM” or “Assets under Management” shall mean the market value of the
assets managed by self or on behalf of the Investors. It is clarified that AUM is
not related to enterprise value or equity value. Further, this market value of the
assets shall be determinable on the basis of the financing documents/instruments
recording the total value of such an asset and agreeing to provide financial on
such basis for the said asset.
(iv) Certificate(s) from its statutory auditor (or such other certificate as filed with the
regulator in the relevant jurisdiction) not older than 3 (three) months prior to the
application deadline, as at the close of the preceding financial year, and also
specifying that the methodology adopted for calculating such ACI conforms to
the provisions of this clause.
For the purpose of this Bid Document, “ACI” shall mean the minimum investible
funds (i.e. immediately available funds for investment and callable capital)
subject to the limits of investment in a single investee entity (in the relevant
jurisdiction for a foreign investment fund, or the maximum permissible
investment limit for an AIF) (as per the Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012, as may be amended from time
to time), as applicable.
(v) The Bidder/ members of the Consortium, is required to submit an undertaking
7
39
that the Bidder/ each members of the Consortium, or any of their respective
Relied Associates:
a) is not an undischarged insolvent;
b) is not a wilful defaulter in accordance with the guidelines of the Reserve

Bank of India issued under the Banking Regulation Act, 1949; and
c) does not have an account under the management or control of such person
or of whom such person is a promoter, classified as non-performing asset
in accordance with the guidelines of the Reserve Bank of India issued
under the Banking Regulation Act, 1949 and atleast a period of 1 (one)
year has lapsed from the date of such classification.
d) in the last 3 (three) years, have neither failed to perform on any Sub-
Concession Agreement, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration
award against the Bidder, Consortium Member or Associate, as the case
may be, nor has been expelled from any project or contract by any public
entity nor have had any contract terminated any public entity for breach
by the Bidder, Consortium Member or Associate.
e) all information provided by the Bidder/ Consortium Members in response

to this Bid Document or otherwise, is true and accurate in all material
respects. Further, the Bidder has relied on its independent due diligence
and is not relying on information provided by MPEL.
(vi) Suitable client certificates of the Bidder/Member of Consortium who also is an

O&M Partner whose technical capacity has been used by the Bidder, in support
of handling of O&M works of road projects with details of the projects (as
required under Annexure III of the Appendix IC).
(vii) The signed memorandum of understanding along with the final agreed draft of
the agreement to be executed between the O&M Partner and the Bidder.
2.2.4 No Change in Ownership
No Change in Ownership is permitted after the submission of the Bid. Provided however
that a Change in Ownership may be permitted by MPEL (at its sole discretion) after the
expiry of the Lock-In Period in accordance and in terms of the Sub-Concession
Agreement.
Sub-Concessionaire who is a single entity is permitted to bring in one /more investors in

the Sub-Concessionaire provided that:
(a) The original bidder continues to hold not less than 51% (fifty one percent) of the
shares of the Sub-Concessionaire;
(b) The original bidder shall be treated as the Lead Member of the consortium;
(c) Number of shareholders in the Sub-Concession Agreement shall not exceed 4

(four) (as currently provided in the Bid Document);
40
(d) The original bidder continues to be primarily liable for all obligations of the Sub-
Concessionaire under the Sub-Concession Agreement including without
limitation of the payment of balance sub-concession fees;
(e) Investment by the new entity shall be by way of subscription to shares of the Sub-
Concessionaire;
(f) The new investor is locked-in until the expiry of the lock-in period; and
(g) Acceptance of the new investor will be subject to approval from MPEL from a
national security and public policy/interest perspective.
2.3 Proprietary data
All documents and other information supplied by MPEL or submitted by a Bidder to

MPEL shall remain or become the property of MPEL. Bidders are to treat all information
as strictly confidential and shall not use it for any purpose other than for preparation and
submission of their Bid. MPEL will not return any Bid or any information provided along
therewith.
2.4 Cost of Bidding
The Bidders shall be responsible for all of the costs associated with the preparation of
their Bids and their participation in the Bidding Process. MPEL will not be responsible or
in any way liable for such costs, regardless of the conduct or outcome of the Bidding
Process.
2.5 Site visit and verification of information
2.5.1 Bidders are encouraged to submit their Bid after visiting the Project site and ascertaining
for themselves the site conditions, location, traffic, surroundings, climate, availability of
power, water & other utilities access to site, handling and storage of materials, weather
data, applicable laws and regulations, and any other matter considered relevant by them.
Bidders are advised to visit the site and familiarise themselves with the Project with in the
stipulated time of submission of the Bid. No extension of time is likely to be considered
for submission of the Bid.
2.5.2 It shall be deemed that by submitting a Bid, the Bidder has:
(a) made a complete and careful examination of the Bidding Documents;
(b) received all relevant information requested from MPEL;
(c) accepted the risk of inadequacy, error or mistake in the information provided in
the Bidding Documents or furnished by or on behalf of MPEL relating to any of
the matters referred to in Clause 2.5.1 above;
(d) satisfied itself about all matters, things and information including matters referred
to in Clause 2.5.1 hereinabove necessary and required for submitting an informed
Bid, execution of the Project in accordance with the Bidding Documents and
performance of all of its obligations thereunder;
41
(e) acknowledged and agreed that inadequacy, lack of completeness or incorrectness
of information provided in the Bidding Documents or ignorance of any of the
matters referred to in Clause 2.5.1 hereinabove shall not be a basis for any claim
for compensation, damages, extension of time for performance of its obligations,
loss of profits etc. from MPEL, or a ground for termination of the Sub-
Concession Agreement by the Sub-Concessionaire;
(f) acknowledged that it does not have a Conflict of Interest; and
(g) agreed to be bound by the undertakings provided by it under and in terms hereof.
2.5.3 MPEL shall not be liable for any omission, mistake or error in respect of any of the above
or on account of any matter or thing arising out of or concerning or relating to Bid
Document, including any error or mistake therein or in any information or data given by
MPEL.
2.6 Verification and Disqualification
2.6.1 MPEL reserves the right to verify all statements, information and documents submitted
by the Bidder in response to the Bid Document and the Bidder shall, when so required by
MPEL, make available all such information, evidence and documents as may be
necessary for such verification. Any such verification or lack of such verification, by
MPEL shall not relieve the Bidder of its obligations or liabilities hereunder nor will it
affect any rights of MPEL thereunder.
2.6.2 MPEL reserves the right to reject any Bid and appropriate the entire Bid Security if:
(a) at any time, a material misrepresentation is made or uncovered, or
(b) the Bidder does not provide, within the time specified by MPEL, the
supplemental information sought by MPEL for evaluation of the Bid.
Such misrepresentation/ improper response shall lead to the disqualification of the Bidder.
If the Bidder is a Consortium, then the entire Consortium and each Member of the
Consortium may be disqualified/ rejected, at the sole discretion of MPEL. If such
disqualification/rejection occurs after the Bids have been opened and the Highest Bidder
gets disqualified / rejected, then MPEL reserves the right to annul the Bidding Process
and invites fresh Bids. The Bidder agrees that such liquidated damages are a genuine pre-
estimated loss and damage likely to be suffered and incurred by MPEL and not in the
nature of a penalty.
2.6.3 In case it is found during the evaluation or at any time before signing of the Sub-
Concession Agreement or after its execution and during the period of subsistence thereof,
including the Sub-Concession thereby granted by MPEL, that one or more of the
eligibility and /or qualification requirements have not been met by the Bidder, or the
Bidder has made material misrepresentation or has given any materially incorrect or false
information, the Bidder shall be disqualified forthwith if not yet appointed as the Sub-
Concessionaire either by issue of the LOA(s) or entering into of the Sub-Concession
Agreement(s), and if the Selected Bidder has already been issued the LOA(s) or the SPV
has entered into the Sub-Concession Agreement(s), as the case may be, the same shall,
notwithstanding anything to the contrary contained therein or in this Bid Document, be
liable to be terminated, by a communication in writing by MPEL to the Selected Bidder
or the Sub-Concessionaire, as the case may be, without MPEL being liable in any manner
42
whatsoever to the Selected Bidder or the Sub-Concessionaire. In such an event, MPEL
shall be entitled to forfeit and appropriate the Bid Security and/or Performance Security,
as the case may be, as liquidated damages, which is a genuine pre-estimated loss and
damage likely to be suffered and incurred by MPEL and not in the nature of a penalty.
Such right of MPEL to forfeit the Bid Security or the Performance Security, as the case
may be, is without prejudice to any other right or remedy that may be available to MPEL
under this Bid Document, the Bidding Documents, the Sub-Concession Agreement or
otherwise.
43
B. DOCUMENTS
2.7 Contents of the Bid Document
2.7.1 This Bid Document comprises the Disclaimer set forth hereinabove, the contents as listed
below, and will additionally include any Addenda issued in accordance with Clause 2.9.
Invitation for Bids
Section 1. Information to Bidders
Section 2. Instruction to Bidders
Section 3. Evaluation of Bids
Section 4. Fraud and Corrupt Practices
Section 5. Pre-Bid Conference
Section 6. Miscellaneous
Appendices
IA Letter comprising the Technical Bid
IB Letter comprising the Financial Bid
IC Details, financials, projects, legal capacity of the Bidder
ID Declaration of O&M Partner
II. Bank Guarantee for Bid Security
III. Power of Attorney for signing of Bid
IV. Power of Attorney for Lead Member of Consortium
V. Joint Bidding Agreement for Consortium
VI. Sample form of Acceptance of offer
VII. Integrity Pact
VIII Format of draft of Projected Cash Flow
IX Format of GOM support letter
X Format of MSRDC support letter
XI Nominated Agreements
2.7.2 The draft agreement and any other reports containing the Asset Condition Survey
pertaining to toll operating works provided by MPEL as part of the Bidding Documents
shall be deemed to be part of this Bid Document.
44
2.8 Clarifications
2.8.1 Bidders requiring any clarification on the Bid Document may notify MPEL in writing or
by fax and e-mail in accordance with Clause 1.2.10. They should send in their queries
before the date mentioned in the Schedule of Bidding Process specified in Clause 1.4.
MPEL shall endeavour to respond to the queries within the period specified therein, but
no later than the date specified as the last date for submission of queries in Clause 1.4 of
this Bid Document. The responses will be sent by fax or e-mail. MPEL will forward all
the queries and its responses thereto, to all Bidders without identifying the source of
queries.
2.8.2 MPEL may at its own discretion, respond to the questions raised or clarifications sought
by the Bidders. It is clarified that, MPEL reserves the right not to respond to any question
or provide any clarification, in its sole discretion, and nothing in this Clause shall be
taken or read as compelling or requiring MPEL to respond to any question or to provide
any clarification. The responses will be sent by fax or e-mail or uploaded on the website
of MSRDC. If MPEL exercises its discretion to respond to any query, MPEL will forward
all the queries and its responses thereto, to all Bidders without identifying the source of
queries.
2.8.3 MPEL may also on its own motion, if deemed necessary, issue interpretations and
clarifications to all Bidders. All clarifications and interpretations issued by MPEL shall be
deemed to be part of the Bidding Documents. Verbal clarifications and information given
by MPEL or its employees or representatives shall not in any way or manner be binding
on MPEL.
2.9 Amendment of Bid Document
2.9.1 At any time prior to the Bid Due Date, MPEL may, for any reason, whether at its own
initiative or in response to clarifications requested by a Bidder, modify the Bid Document
by the issuance of Addendum.
2.9.2 Any Addendum issued hereunder will be in writing and shall be send to or made available
to all the Bidders.
2.9.3 In case of issue of an Addendum, or for any other reason, MPEL may, at its own
discretion, extend the Bid Due Date.
45
C. PREPARATION AND SUBMISSION OF BIDS
2.10 Format and Signing of Bid
2.10.1 The Bidder shall provide all the information sought under this Bid Document. MPEL will
evaluate only those Bids that are received online in the required formats and complete in
all respects and Bid Security, Power of Attorney and Joint Bidding Agreement etc. as
specified in Clause 2.11.2 of the Bid Document are received in hard copies. Incomplete
and /or conditional Bids shall be liable for rejection.
2.10.2 The Bidding Documents and its copy (one set) shall be typed or written in indelible ink. It
shall be signed by the authorised signatory of the Bidder who shall also initial each page
of the Bid Document (including the draft Sub-Concession Agreement (including each
Volume, Appendix and Annexures and Corrigenda (if any)) in blue ink. In case of printed
and published documents, only the cover shall be initialed. All the alterations, omissions,
additions or any other amendments made to the Bid Document shall be initialed by the
person(s) signing the Bid Document. The Bid Document shall contain page numbers and
shall be bound together in a manner that does not allow replacement of any page.
2.11 Documents comprising Technical and Financial Bid
2.11.1 The Bidder (lead member, in case of Bidder is a consortium) shall submit the Technical
Bid & Financial Bid online through e-procurement portal http://mahatenders.gov.in
comprising of the following documents along with supporting documents as appropriate:
(a) Bid Security of Rs. 90 crores (Indian Rupees Ninety Crores only). If it is: (i) in
the form of bank guarantee, then a scanned copy of such bank guarantee; (ii) by
way of demand draft, then a scanned copy of such demand draft; (iii) in the form
of online payment, then a scanned copy of receipt of online transaction.
(b) Copy of receipt of successful payment of a non-refundable sum of Rs. 10,00,000

(Indian Rupees Ten Lakhs only) plus applicable taxes, if any towards cost of Bid
document.
(c) Power of Attorney to take all necessary actions in relation to signing of and
submission of the Bid as per the format at Appendix III;
(d) An undertaking from the person having Power of Attorney referred to in the
aforesaid sub-clause-(c) that they agree and abide by the Bidding Documents
uploaded by MPEL and amendments uploaded, if any.
(e) if applicable, Power of Attorney for appointment of Lead Member of the

Consortium and taking incidental actions thereto as per the format at Appendix
IV;
(f) if applicable, Joint Bidding Agreement for Consortium as per the format at
Appendix V;
(g) Scanned copy of the certificate, confirming that Bidder meets Technical capacity
requirements, is required to be submitted from the authorised signatory of the
client of the Bidder. The certificate should contain the details of projects (as
required under Annexure III of the Appendix IC) and identification/ contact
details of the authorised signatory.
46
Appendix IC).
(i) Scanned copy of the registration/ charter documents of firm proprietorship firm /
partnership firm / registration of private limited company / public limited
company or any other company, as the case may be.
(j) Scanned copy of PAN card of the Bidder.
(k) Scanned copy of the income tax returns of the last 5 years certified by the
statutory auditor.
(l) Scanned copy of GST registration certificate.
(m) Scanned copy of company’s turnover of last 5 (five) years duly certified by
statutory auditor/ chartered accountant.
(n) In case the Bidder is relying on the experience of O&M Partner to meet the
Technical Capacity, scanned copy of Signed memorandum of understanding
along with the final agreed draft of the agreement to be executed between the
O&M Partner and the Bidder.
(o) Projected Cash Flow in the format attached under Appendix VIII.
(p) Appendix IA and Appendix IB (Letters comprising the Technical and Financial
Bid) and Appendix IC including Annexure I to V and supporting certificates /
documents.
(q) Appendix ID (Letter of Declaration of O&M Partner): In the event that the
Bidder does not have the requisite O&M experience, the Bidder shall engage
experienced and qualified personnel for discharging its O&M obligations before
the Bid Due Date. The Bidder shall declare the name of the O&M Partner as per
Appendix ID. It is hereby clarified that the Bidder should engage an O&M
Partner before the Bid Due Date in accordance with the provisions of the Sub-
Concession Agreement, failing which the Bid shall be liable to be rejected. For
the avoidance of doubt, the requirement of having an O&M Partner shall be a
continuing obligation of the Sub-Concessionaire throughout the term of the Sub-
Concession Agreement. However, if the Sub-Concessionaire fails to comply with
this obligation during the Sub-Concession Period, the Sub-Concession
Agreement shall be liable to be terminated.
(r) Scanned copy of statement of legal capacity of the Bidder as per format as
specified in Annexure IV to Appendix IC.
(s) Copies of the duly audited balance sheet and profit and loss statement for
preceding 5 years and shareholding pattern (certified by a company secretary of
the company) of each of the Bidder, each Relied Associate and for each member
of the Consortium.
(t) Scanned copy of a certificate from a qualified external auditor who audits the
book of accounts of the Bidder or the Consortium Member shall be provided to
47
demonstrate that Relied Associate is an Associate of the Bidder or member of the
Consortium’s Associate, as the case may be.
(u) Integrity Pact as per format given in Appendix VII shall be submitted by the
Bidder with the Bid duly signed by authorised signatory and shall be part of the
Sub-Concession Agreement;
(v) An undertaking from the Bidder/ each members of the Consortium as mentioned
under clause 2.2.3(v).
(w) Scanned copies of the audited annual reports of the Bidder (and of each Member
in case of a Consortium) for the last 5 (five) financial years, preceding the year in
which the Bid is made, in accordance with clause 3.5.1.
(x) In case the annual accounts for the latest financial year are not audited and
therefore the Bidder cannot make it available, the Bidder shall provide (i) scanned
copy of an undertaking to this effect, certified by the statutory auditor and; (ii)
scanned copy of the audited annual reports for 5 (five) years preceding the year
for which the audited annual report is not being provided, in accordance with
clause 3.5.2.
(y) In case of foreign companies, a scanned copy of the certificate from a qualified
external auditor who audits the book of accounts of the Bidder or the Consortium
Member in the formats provided in the country where the project has been
executed and such certificate shall contains all the information as required in the
prescribed format of the Bid Document i.e. Annexure II of Appendix IC, in
accordance with clause 3.5.4.
(z) Scanned copy of the certificate issued by Statutory Auditor of the Bidder
specifying that the Bidder has a Minimum Net Worth of Rs. 2,600 crores at the
close of the preceding immediately financial year and certifying that the
methodology adopted for calculating such net worth conforms to the provisions
of Clause 2.2.3 (iii) of the Bid Document.
(aa) In case the Bidder/Lead Member of the Bidder is an AIF or an investment fund,
then scanned copy of the certificate issued by the chartered accountant of the
Bidder specifying that the Bidder has a minimum Assets Under Management
(AUM) of Rs. 32,500 crores, at the close of the preceding immediately financial
year and certifying that the methodology adopted for calculating such AUM
conforms to the provisions of Clause 2.2.3 (iii) of the Bid Document.
or
In case the Bidder/Lead Member of the Bidder is an AIF or an investment fund,

then scanned copy of the certificate issued by the statutory auditor of the Bidder
or such other certificate as filed /with the regulator in the relevant jurisdiction not
older than 3 (three) months prior to the application deadline specifying that the
Bidder has a minimum ACI of Rs. 2,600 crores at the close of the preceding
immediately financial year and certifying that the methodology adopted for
calculating such AUM conforms to the provisions of Clause 2.2.3 (iv) of the Bid
Document.
(bb) Scanned copy of the certificate(s) from the concerned client of the Bidder/ Relied
Member/ O&M Partner confirming the requisite O&M experience (of the Bidder
/Relied Member / O&M Partner) towards evidencing the relevant works
48
undertaken and completed with respect the works commissioned, as the case may
be, during the past 3 years in respect of the projects specified in Clause 2.2.2 (A).
Such certificate from the client shall specify the details as required in Annexure
III of Appendix IC.
(cc) Scanned copy of the certificate(s) from the statutory auditors8 stating that the
O&M expenses incurred for works commissioned by the Bidder/Relied
Member/O&M Partner, as the case may be, during the past 3 years in respect of
the project specified in Clause 2.2.2 (A). In case a particular job/ contract has
been jointly executed by the Bidder (as part of a consortium), it should further
support its claim for the O&M expenses incurred in its share of work done for
that particular job/ contract by producing a certificate from its statutory auditor.
2.11.2 The Bidder shall submit the following documents physically (1 (one) set of original copy,
as applicable):
(a) Bid Security of Rs. 90 crores (Indian Rupees Ninety Crores only). If it is: (i) in
the form of bank guarantee, then such bank guarantee; (ii) by way of demand
draft, then such demand draft; (iii) in the form of online payment, then a copy of
receipt of online transaction.
(b) Copy of receipt of successful payment of Rs. 10,00,000 (Indian Rupees Ten
Lakhs only) plus applicable taxes, if any towards cost of Bid document.
(c) Original Power of Attorney to take all necessary actions in relation to submission
of the Bid, as per format at Appendix III.
(d) An undertaking from the person having Power of Attorney referred to in sub
clause (c) above that they agree and abide by the Bidding Documents uploaded
by MPEL and amendments uploaded, if any.
(e) if applicable, Original Power of Attorney for appointment of Lead Member of the
Consortium and taking incidental actions thereto, as per the format at Appendix
IV.
(f) if applicable, Original Joint Bidding Agreement for Consortium as per the format
at Appendix V.
(g) Original certificate, confirming that Bidder meets Technical capacity

requirements, is required to be submitted from the authorised signatory of the
client of the Bidder. The certificate should contain the details of projects (as
required under Annexure III of Appendix IC) and identification/ contact details of
the authorised signatory.
Appendix IC).
8
49
(i) Certified true copies (by the company secretary/ director) of the charter/
registration documents of the company/ partnership firm/ proprietorship firm/
each member of the Bidder, as the case may be.
(j) Attested copy of the PAN card of the Bidder.
(k) Certified true copy of the income tax returns of the last 5 years by the statutory
auditor.
(l) Certified true copy of the GST registration certificate by the chartered accountant/
director.
(m) Company’s turnover of last 5 (five) years duly certified by statutory auditor/
chartered accountant.
(n) In case the Bidder is relying on the experience of O&M Partner to meet the
Technical Capacity, signed memorandum of understanding along with the final
agreed draft of the agreement to be executed between the O&M Partner and the
Bidder.
(o) Original copy of Projected Cash Flow in the format attached under Appendix
VIII.
(p) Appendix IA (Letters comprising the Technical and Financial Bid) and Appendix
IC including Annexure III to VI and supporting certificates / documents.
(q) Letter of declaration of O&M Partner in the form and manner provided under
Annexure ID.
(r) Original Statement of legal capacity as per format at Annexure IV to Appendix

IC.
(s) Original copies of the duly audited balance sheet and profit and loss statement for
preceding 5 years and shareholding pattern (certified by a company secretary of
the company) of each of the Bidder, each Relied Associate and for each member
of the Consortium.
(t) A certificate from a qualified external auditor who audits the book of accounts of
the Bidder or the Consortium Member shall be provided to demonstrate that
Relied Associate is an Associate of the Bidder or member of the Consortium’s
Associate, as the case may be.
(u) Integrity pact on plain paper shall be submitted by the Bidder with the Bid duly
signed by Authorized signatory & shall be part of the Sub-Concession
Agreement.
(v) An undertaking from the Bidder/ each members of the Consortium as mentioned
under clause 2.2.3(v).
(w) Original of the audited annual reports of the Bidder (and of each Member in case
of a Consortium) for the last 5 (five) financial years, preceding the year in which
the Bid is made, in accordance with clause 3.5.1.
(x) In case the annual accounts for the latest financial year are not audited and
therefore the Bidder cannot make it available, the Bidder shall provide (i) original
50
of an undertaking to this effect, certified by the statutory auditor and; (ii) original
of the audited annual reports for 5 (five) years preceding the year for which the
audited annual report is not being provided, in accordance with clause 3.5.2.
(y) In case of foreign companies, an original of the certificate from a qualified

external auditor who audits the book of accounts of the Bidder or the Consortium
Member in the formats provided in the country where the project has been
executed and such certificate shall contains all the information as required in the
prescribed format of the Bid Document i.e. Annexure II of Appendix IC, in
accordance with clause 3.5.4.
(z) Original of the certificate issued by Statutory Auditor of the Bidder specifying
that the Bidder has a Minimum Net Worth of Rs. 2,600 crores at the close of the
preceding immediately financial year and certifying that the methodology
adopted for calculating such net worth conforms to the provisions of Clause 2.2.3
(iii) of the Bid Document.
(aa) In case the Bidder/Lead Member of the Bidder is an AIF or an investment fund,
then original certificate issued by the chartered accountant of the Bidder
specifying that the Bidder has a minimum Assets Under Management (AUM) of
Rs. 32,500 crores, at the close of the preceding immediately financial year and
certifying that the methodology adopted for calculating such AUM conforms to
the provisions of Clause 2.2.3 (iii) of the Bid Document.
or
In case the Bidder/Lead Member of the Bidder is an AIF or an investment fund,

then original certificate issued by the statutory auditor of the Bidder or such other
certificate as filed /with the regulator in the relevant jurisdiction not older than 3
(three) months prior to the application deadline specifying that the Bidder has a
minimum ACI of Rs. 2,600 crores at the close of the preceding immediately
financial year and certifying that the methodology adopted for calculating such
AUM conforms to the provisions of Clause 2.2.3 (iv) of the Bid Document.
(bb) Original certificate(s) from the concerned client of the Bidder/ Relied Member/
O&M Partner confirming the requisite O&M experience (of the Bidder /Relied
Member / O&M Partner) towards evidencing the relevant works undertaken and
completed with respect the works commissioned, as the case may be, during the
past 3 years in respect of the projects specified in Clause 2.2.2 (A). Such
certificate from the client shall specify the details as required in Annexure III of
Appendix IC.
(cc) Original certificate(s) from the statutory auditors9 stating that the O&M expenses
incurred for works commissioned by the Bidder/Relied Member/O&M Partner, as
the case may be, during the past 3 years in respect of the project specified in
Clause 2.2.2 (A). In case a particular job/ contract has been jointly executed by
the Bidder (as part of a consortium), it should further support its claim for the
O&M expenses incurred in its share of work done for that particular job/ contract
by producing a certificate from its statutory auditor.
9
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2.11.3 The documents listed at clause 2.11.2 shall be placed in an envelope, which shall be
sealed. The envelope shall clearly bear the identification “BID for the Project:
Yashwantrao Chavan Expressway & National Highway NH-48 (Old NH-4) in the State of
Maharashtra” and shall clearly indicate the name and address of the Bidder and addressed
to Director In Charge on the last date and time of physical submission of Bids as
mentioned in clause 1.4 above. In addition, the Bid Due Date should be indicated on the
right hand top corner of the envelope.
2.11.4 The envelope shall be addressed to one of the following officer and shall be submitted at
the respective address:
ATTN. OF:
DESIGNATION Director In Charge
ADDRESS: Near Lilavati Hospital, Opp. Bandra Reclamation Bus Depot,

K.C. Marg, Bandra West, Mumbai City -400 050.
2.11.5 If the envelopes is not sealed and marked as instructed above, MPEL assumes no
responsibility for the misplacement or premature opening of the contents of the Bid
submitted and consequent losses, if any, suffered by the Bidder.
2.11.6 Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall be
summarily rejected.
2.12 Bid Due Date
Technical & Financial Bid comprising of the documents listed at clause 2.11.1 of the Bid
Document shall be submitted online through e-procurement portal
http://mahatenders.gov.in on or before 15:00 hrs IST on December 16, 2019. Documents
listed at clause 2.11.2 of the Bid Document shall be physically submitted on or before
15:00 hours IST on December 17, 2019 at the address provided in Clause 2.11.4 in the
manner and form as detailed in this Bid Document. A receipt thereof should be obtained
from the person specified at Clause 2.11.4.
MPEL may, in its sole discretion, extend the Bid Due Date by issuing an Addendum in
accordance with Clause 2.9 uniformly for all Bidders.
2.13 Late Bids
E-procurement portal http://mahatenders.gov.in shall not allow submission of any Bid

after the prescribed date and time at Clause 2.12. Physical receipt of documents listed at
Clause 2.11.2 of the Bid Document after the prescribed date and time at Clause 2.12 shall
not be considered and the bid shall be summarily rejected. No physical documents shall
be received unless the Bidder has also submitted the same in their Bid through the online
portal, within the specified time frame. It is clarified that only the supporting documents
required to be submitted by the Bidder in response to the clarifications raised by MPEL,
will be separately received by MPEL.
2.14 Guidelines for e-tendering
2.14.1 Accessing/ Purchasing of Bidding Documents
2.14.1.1 It is mandatory for all the Bidders to have class-III Digital Signature Certificate (DSC) (in
the name of authorized signatory / firm or organization / owner of the firm or
52
organisation) from any of the licensed certifying agency (Bidders can see the list of
licensed CAs from the link www.cca.gov.in) to participate in e-tendering of MPEL.
DSC should be in the name of the authorized signatory as authorized in Appendix III of
this Bid Document. It should be in corporate capacity (that is in Bidder capacity / in case
of Consortium in the Lead Member capacity, as applicable). The Bidder shall submit
document in support of the class III DSC.
The Authorized Signatory holding Power of Attorney (POA) and the person executing/
delegating such POA shall only be the Digital Signatory. In other cases, the Bid shall be
considered non–responsive.
2.14.1.2 To participate in the bidding, it is mandatory for the Bidders to get registered their firm /
Consortium with e-procurement portal of MPEL http://mahatenders.gov.in to have user
ID and password which has to be obtained free of cost. Following may kindly be noted:
(a) Registration with e-procurement portal of MPEL should be valid at least up to the
date of submission of Bid.
(b) Bids can be submitted only during the validity of registration.
2.14.1.3 If the firm/ Consortium is already registered with e-tendering service provider of MPEL,
and validity of registration is not expired the firm / Consortium is not required to apply
for a fresh registration.
2.14.1.4 The complete Bid document can be viewed / downloaded by the Bidder from e-
procurement portal of MPEL http://mahatenders.gov.in from November 1, 2019 to
December 16, 2019 (until 15:00 hrs).
2.14.1.5 Deleted
2.14.2 Preparation & Submission of Bids:
2.14.2.1 The Bidder may submit his Bid online following the instruction appearing on the screen.
A buyer manual containing the detailed guidelines for e-procurement is also available on
e-procurement portal of MPEL.
2.14.2.2 The documents listed at clause 2.11.1 shall be prepared and scanned in different files (in
PDF or JPEG format such that file size is not more than 5 MB) and uploaded during the
on-line submission of Bid.
2.14.2.3 Bid must be submitted online only through e-procurement portal of MPEL
http://mahatenders.gov.in using the digital signature of authorised representative of the
Bidder on or before December 16, 2019 (up to 15:00 hours IST).
2.14.3 Modifications/ Substitution/ withdrawal of Bids
2.14.3.1 The Bidder may modify, substitute or withdraw its e- Bid after submission prior to the
Bid Due Date. No Bid can be modified, substituted or withdrawn by the Bidder on or
after the Bid Due Date and Time.
2.14.3.2 For modification of e-Bid, Bidder has to detach its old Bid from e-procurement portal and
upload / resubmit digitally signed modified Bid. For withdrawal of Bid, the Bidder has to
click on withdrawal icon at e-procurement portal and can withdraw its e-Bid. Before
53
withdrawal of a Bid, it may specifically be noted that after withdrawal of a Bid for any
reason, Bidder cannot re-submit e-Bid again.
2.15 Online Opening of Bids
2.15.1 Opening of Bids will be done through online process.
2.15.2 MPEL shall on-line open Technical Bids (alongside physical opening, as specified in
clause 3.1) on December 17, 2019 at 15:00 hours IST, in the presence of the authorized
representatives of the Bidders, who choose to attend. Bids of only those Bidders shall be
online opened whose documents listed at clause 2.11.2 of the Bid Document have been
physically received. MPEL will subsequently examine and evaluate the Bids in
accordance with the provisions of Section 3 of the Bid Document.
MPEL shall inform the venue and time of online opening of the Financial Bids to the
technically responsive Bidders through e-procurement portal of MSRDC and e-mail.
MPEL shall online open the Financial Bids on date and time to be informed in this clause
in the presence of the authorised representatives of the Bidders who may choose to attend.
MPEL shall publically announce the Sub-Concession Fee quoted by the technically
responsive Bidder. MPEL shall prepare a record of opening of Financial Bids.
2.16 Rejection of Bids
2.16.1 Notwithstanding anything contained in this Bid Document, MPEL reserves the right to
reject any Bid and to annul the Bidding Process and reject all Bids at any time without
any liability or any obligation for such acceptance, rejection or annulment, and without
assigning any reasons therefore. In the event that MPEL rejects or annuls all the Bids, it
may, in its sole discretion, invite all eligible Bidders to submit fresh Bids hereunder.
2.16.2 MPEL reserves the right not to proceed with the Bidding Process at any time, without
notice or liability, and to reject any Bid without assigning any reasons.
2.16.3 MPEL reserves the rights to reject or accept any Bid if the Financial Bid of such Bidder is
lower than the Expected Bid Value.
2.17 Validity of Bids
The Bids shall be valid for a period of 180 (one hundred and twenty) days from the Bid
Due Date. The validity of Bids may be extended by mutual consent of the respective
Bidders and MPEL.
2.18 Confidentiality
Information relating to the examination, clarification, evaluation and recommendation for

the Bidders shall not be disclosed to any person who is not officially concerned with the
process or is not a retained professional advisor advising MPEL in relation to, or matters
arising out of, or concerning the Bidding Process. MPEL will treat all information,
submitted as part of the Bid, in confidence and will require all those who have access to
such material to treat the same in confidence. MPEL may not divulge any such
information unless it is directed to do so by any statutory entity that has the power under
law to require its disclosure or is to enforce or assert any right or privilege of the statutory
entity and/ or MPEL or as may be required by law or in connection with any legal
process.
2.19 Correspondence with the Bidder
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Save and except as provided in this Bid Document, MPEL shall not entertain any
correspondence with any Bidder in relation to acceptance or rejection of any Bid.
55
D. BID SECURITY
2.20 Bid Security
2.20.1 The Bidder shall furnish as part of its Bid, a Bid Security referred to in Clauses 2.1.6 and
2.1.7 hereinabove in the form of a bank guarantee issued by Permitted Bank, issued from
any branch in India and payable at a branch at Mumbai, in favour of MPEL in the format
at Appendix II (the “Bank Guarantee”) and having a validity period of not less than 180
(one hundred eighty) days from the Bid Due Date and a claim period of 180 (one hundred
eighty) days from the end of validity period of the bank guarantee, and/ or as may be
extended upon mutual terms between MPEL and the Bidder from time to time and upon
receipt of written approval from the bank. In case the Bank Guarantee is issued by a
foreign bank outside India, confirmation of the same by any nationalised bank in India is
required. The Bidders also have an option to provide Bid Security through demand drafts
or in the form of online payment in the favour of ‘Mumbai Pune Expressway Limited’.
The details of bank account for making online transaction are provided below:
Bank name: State Bank of India, Commercial Branch Mumbai, N.G.N. Vaidya Marg,
Fort, Mumbai- 400023
Account number: 37969874486
IFSC: SBIN0006070
MICR Code: 400002019
2.20.2 MPEL shall not be liable to pay any interest on the Bid Security (in the event the same is
made as an online deposit).
2.20.3 Any Bid not accompanied by the Bid Security shall be summarily rejected by MPEL as
non-responsive.
2.20.4 The Bid Security shall be refundable, (without any interest thereupon): (a) to the
disqualified/unqualified Bidders within 7 (seven) days of the date of opening of the
Financial Bid; (b) to the qualified but unsuccessful Bidders within 7 (seven) days of
signing of the Sub-Concession Agreement by MPEL and the Sub-Concessionaire; and (c)
to the Selected Bidder, within 7 (seven) days of signing of the Sub-Concession
Agreement, subject to furnishing Performance Security, in accordance with this Bid
Document and the Sub-Concession Agreement. Provided however that the Bid Security
shall not be returnable to the Successful Bidder until the Performance Security has been
received by MPEL in accordance with the terms of the Sub-Concession Agreement.
2.20.5 The Bidder, by submitting its Bid pursuant to this Bid Document, shall be deemed to have
acknowledged and confirmed that MPEL will suffer loss and damage on account of
withdrawal of its Bid or for any other default by the Bidder during the period of Bid
validity as specified in this Bid Document. The Bidder also agrees that such liquidated
damages are is a genuine pre-estimate of the loss and damage likely to be suffered and
incurred by MPEL. No relaxation of any kind on Bid Security shall be given to any
Bidder.
2.20.6 The Bid Security shall be forfeited as liquidated damages without prejudice to any other
right or remedy that may be available to MPEL under the Bidding Documents and/or
under the Sub-Concession Agreement, or otherwise, under the following conditions:
(a) If a Bidder submits a non-responsive Bid. Provided however that in the event of
encashment of the Bid Security is due to operation of this Clause 2.20.6(a), the
liquidated damages so payable to MPEL shall be equal to 5% (five per cent.) of
the value of the Bid Security;
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(b) If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice as specified in Clause 4 of this Bid
Document;
(c) If a Bidder withdraws its Bid during the Bid Validity Period as specified in this
Bid Document and as extended by mutual consent of the respective Bidder(s) and
MPEL;
(d) In case of a Selected Bidder, if it fails, within the specified time limit:
(i) to sign and return the duplicate copy of the LOA;
(ii) to sign the Sub-Concession Agreement; or
(iii) to furnish the Performance Security within the period prescribed

therefore in the Sub-Concession Agreement; or
(e) In case the Selected Bidder, having signed the Sub-Concession Agreement,
commits any breach thereof prior to furnishing the Performance Security.
For the avoidance of doubt, the Bid Security will be forfeited as liquidated damages,
which is a genuine pre-estimated loss and damage likely to be suffered and incurred by
MPEL and not in the nature of a penalty. Without prejudice to the right of MPEL to
encash, forfeit and appropriate the right to forfeit the Bid Security, such default shall also
entitle MPEL to cancel the entire Project and upon such cancellation, the provisions of
Clause 1.2.7 of this Bid Document shall apply.
57
SECTION 3
EVALUATION OF TECHNICAL BIDS AND
OPENING & EVALUATION OF FINANCIAL BIDS
58
SECTION 3
EVALUATION OF TECHNICAL BIDS AND OPENING & EVALUATION OF

FINANCIAL BIDS
3.1 Evaluation of Technical Bids
3.1.1 MPEL shall open the bids received online at 15:00 hours IST on December 16, 2019 and
physically at 15:00 hrs IST on December 17, 2019at the place specified in Clause 2.11.4
and in the presence of the Bidders who choose to attend. Technical Bid of only those
Bidders shall be online opened whose documents listed at clause 2.11.2 of the Bid
Document have been received physically. MPEL shall prepare minutes of the Bid
opening, including information disclosed to those present at the time of Bid opening.
3.1.2 MPEL will subsequently examine and evaluate the Bids in accordance with the provisions
set out in this Section 3.
3.1.3 Technical Bids of those Bidders, who have not submitted their Bid online, shall not be
considered for opening and evaluation.
3.1.4 If any information furnished by the Bidder is found to be incomplete, or contained in

formats other than those specified herein, MPEL may, in its sole discretion, exclude the
relevant information for consideration of eligibility and qualification of the Bidder.
3.1.5 To facilitate evaluation of Bids, MPEL may, at its sole discretion, seek clarifications in
writing from any Bidder regarding its Bid.
3.1.6 If a Bidder does not provide clarifications sought under Clause 3.1.5 above within the
prescribed time, its Bid may be liable to be rejected. In case the Bid is not rejected, MPEL
may proceed to evaluate the Bid by construing the particulars requiring clarification to the
best of its understanding, and the Bidder shall be barred from subsequently questioning
such interpretation of MPEL.
3.2 Tests of responsiveness
3.2.1 As a first step towards evaluation of Technical Bids, MPEL shall determine whether each
Technical Bid is responsive to the requirements of this Bid Document. A Technical Bid
shall be considered responsive only if:
(a) Technical Bids received online as per the format at Appendix IC including
Annexure I to V;
(b) Documents listed at clause 2.11.2 are received in physical form;
(c) Technical Bid is accompanied by the Bid Security as specified in Clause 2.1.6
and 2.1.7;
(d) Technical Bid is accompanied by the Power of Attorney as specified in Clause

2.1.8;
(e) Technical Bid is accompanied by Power of Attorney for Lead Member of

Consortium and the Joint Bidding Agreement as specified in Clause 2.1.9, if so
required;
(f) Technical Bid contains all the information (complete in all respects);
59
(g) Technical Bid does not contain any condition or qualification;
(h) Integrity Pact as per format given in Appendix VII has been submitted by the
Bidder with the Bid duly signed by Authorised signatory;
(i) Technical Bid contains receipt of successful payment of Rs. 10,00,000 (Indian
Rupees Ten Lakhs only) and applicable taxes, if any towards the non-refundable
cost of Bid document.
(j) it is not non-responsive in terms hereof.
MPEL reserves the right to reject any Technical Bid which is non-responsive and no
request for alteration, modification, substitution or withdrawal shall be entertained by
MPEL in respect of such Bid.
3.3 Evaluation parameters
3.3.1 Only those applicants who meet the eligibility criteria specified in Clauses 2.2.2 and 2.2.3
shall qualify for evaluation under this Section 3. Applications of firms/ consortia who do
not meet these criteria shall be rejected.
3.3.2 For computation of the technical and financial bids, the values as on Bid Due Date will be
considered. The Applicant’s competence and capability is proposed to be established by
the following parameters:
(a) Technical Capacity; and
(b) Financial Capacity.
3.3.3 Technical Capacity for purposes of evaluation:
(i) In case of (i) an the Bidder is an individual person, then the Bidder, (ii) and in
case the Bidder is a Consortium, then maximum of 2 (two) members of the
Consortium must satisfy the Technical Capacity.
(ii) Such Technical Capacity as set out above be met either directly by the Bidder (in
case the Bidder is an individual person) or by upto 2 (two) member of the
Consortium (in case the Bidder is a Consortium), either by themselves or drawing
on the experience of their respective Relied Associates.
Provided however that, the Bidder may meet the Technical Capacity through an
O&M contractor (“O&M Partner”). In the event that the Bidder does not have
the requisite O&M experience to meet the Technical Capacity, it shall enter into
an binding agreement (before signing of the Sub-Concession Agreement), with an
entity having experience with respect to the Technical Capacity, however, the
same may be without any equity contribution in the Sub-Concessionaire from
such O&M Partner, failing which the bid shall be liable to be rejected. The
Bidder shall declare the name of such O&M Partner in the Bid in accordance to
Appendix ID and shall furnish all supporting documents as per Annexure III of
the Appendix IC. With respect to an O&M Partner, it is clarified that that:
(a) the Sub-Concessionaire should engage an O&M Partner before

submission of the Bid;
(b) the requirement of having an O&M Partner shall be a continuing
60
obligation of the Sub-Concessionaire throughout the term of the Sub-
Concession Agreement;
(c) if the Sub-Concessionaire fails to fulfil this obligation during the Sub-
Concession Period, the Sub-Concession Agreement shall be liable to
terminated;
(d) The Bidder will be permitted to substitute such O&M Partner provided
the new O&M Partner fulfils the eligibility criteria and MPEL approves
the appointment of such O&M Partner.
(iii) Such Technical Capacity may be met either directly by the Bidder (in case the
Bidder is an individual person) or by upto 2 (two) member of the Consortium (in
case the Bidder is a Consortium), either by themselves or drawing on the
experience of their respective Relied Associates.
(iv) In case where the Bidder is a Consortium and the technical experience with
respect to O&M of 2 (two) members of the Consortium is to be drawn by the
Bidder, such member will require to have the experience of, operating and
maintaining of not less than 1 (one) Threshold Eligible Project for a continuous
period of atleast 3 (three) years.
(v) In the event the technical capacity of any Relied Associates is to be drawn either
by an individual Bidder or by any member of a Consortium, such Relied
Associate shall, by itself, have the experience of operating and maintaining of not
less than 1 (one) Threshold Eligible Project for a continuous period of atleast 3
(three) years.
(vi) To evidence that the Bidder meets such requirement, a certificate confirming the
same from the authorised signatory of the client of the Bidder shall be mandatory,
which certificate shall contain the details of projects (as required under Annexure
III of the Appendix IC) and identification/ contact details of the authorised
signatory.
(vii) Please refer to Clause 2.1.18 with respect to reliance and technical capacity of the
Relied Associates.
(viii) No change in shareholding of the Consortium shall be allowed until the expiry of
Lock-In Period, in accordance with the terms of the Sub-Concession Agreement.
3.4 Details of Experience
3.4.1 The Bidder shall furnish the details of their eligible experience for the relevant years for
operation and maintenance works, immediately preceding the Bid Due Date as per
Annexure III of Appendix IC. Additionally, suitable client certificates of the O&M
Partner(s) certifying handling of O&M works of road projects with details of the projects
(as required under Annexure III of Appendix IC).
3.5 Financial information for purposes of evaluation
3.5.1 The Bids must be accompanied by the audited annual reports of the Bidder (and of each
Member in case of a Consortium) for the last 5 (five) financial years, preceding the year
in which the Bid is made.
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3.5.2 In case the annual accounts for the latest financial year are not audited and therefore the
Bidder cannot make it available, the Bidder shall give an undertaking to this effect and
the statutory auditor shall certify the same. In such a case, the Bidder shall provide the
audited annual reports for 5 (five) years preceding the year for which the audited annual
report is not being provided.
3.5.3 The Bidder must establish the minimum Net Worth/AUM or ACI specified in Clause
2.2.2 (B), and provide details as per format at Annexure-II of Appendix IC.
3.5.4 In case of foreign companies, a certificate from a qualified external auditor who audits the
book of accounts of the Bidder or the Consortium Member in the formats provided in the
country where the project has been executed shall be accepted, provided it contains all the
information as required in the prescribed format of the Bid Document.
3.5.5 In the event that a Bidder and/or member of a Consortium claims credit for an Eligible
Project and/or Threshold Eligible Projects, and such claim is determined by MPEL as
incorrect or erroneous, MPEL may reject / correct such claim for the purpose of
qualification requirements.
3.5.6 MPEL will get the Bid Security verified from the issuing authority and after due
verification, MPEL will evaluate the Technical Bids for their compliance to the eligibility
and qualification requirements pursuant to clause 2.2.1 & 2.2.2 of this Bid Document.
3.5.7 After evaluation of Technical Bids, MPEL will publish a list of technically responsive
Bidders whose Financial Bids shall be opened. MPEL shall notify other Bidders that they
have not been technically responsive. MPEL will not entertain any query or clarification
from Bidders who fail to qualify.
3.6 Opening and Evaluation of Financial Bids
MPEL shall inform the venue and time of online opening of the Financial Bids to the
technically responsive Bidders through e-procurement portal www.mahatenders.gov.in
and e-mail. MPEL shall online open the Financial Bids on date and time to be informed in
this clause in the presence of the authorised representatives of the Bidders who may
choose to attend. MPEL shall publically announce the Sub-Concession Fee including the
Deferred Sub-Concession Fee quoted by the technically responsive Bidders. MPEL shall
prepare a record of opening of Financial Bids.
3.7 Selection of Bidder
3.7.1 Subject to the provisions of Clause 2.16, the Bidder whose Bid is adjudged as responsive
in terms of Clause 3.2 and who quotes highest NPV Sub-Concession Fee shall be
declared as the selected Bidder (the “Selected Bidder”).
3.7.2 In the event the Sub-Concession Fee for two or more Bidders is the highest bid (the “Tie
Bids 1”) (such Bidders being referred to as the “Tied Bidders”), the Bidder who quoted
highest Upfront Sub-Concession Fee shall be identified as the Selected Bidder by MPEL.
3.7.3 Further, in case there is a tie in the highest quoted Upfront Sub-Concession Fee as a bid
by two or more Bidders (the “Tie Bids 2”), MPEL shall identify the Selected Bidder by
calling the Tied Bidders to quote a revised Upfront Sub-Concession Fee, in such number
of days as notified by MPEL. The Tied Bidder with the highest revised Upfront Sub-
Concession Fee shall be declared as the Selected Bidder. It is clarified that for such rebid,
the Tied Bidders cannot make a quote (i) which is lower than the Upfront Sub-Concession
62
Fee quoted earlier by such Tied Bidder; and/or (ii) there is no change to any of the
originally quoted instalments of the Deferred Sub-Concession Fee.
3.7.4 If after following the procedure in Clause 3.7.3 above, the Bids of the Tied Bidders
still remain tied, MPEL shall identify the Selected Bidder by draw of lots, which
shall be conducted, with prior notice, in the presence of the Tied Bidders who
choose to attend.
3.7.5 In the event that the Highest Bidder withdraws or is not selected for any reason in the first
instance, MPEL may invite all the remaining Bidders to revalidate or extend their Bid
Security, as necessary, and match the Bid of the aforesaid Highest Bidder within 7
(seven) Business Days. If in the second round of bidding, only one Bidder matches the
Highest Bidder, it shall be the Selected Bidder. If two or more Bidders match the said
Highest Bidder in the second round of bidding, then the Bidder whose Bid was higher as
compared to other Bidder(s) in the first round of bidding shall be the Selected Bidder. In
the event that none of the other Bidders match the Bid of the Highest Bidder, MPEL shall
annul the Bidding Process and invite fresh Bids.
3.7.6 After selection, a Letter of Acceptance (the “LOA”) shall be issued, in duplicate, by
MPEL to the Selected Bidder and the Selected Bidder shall, within 7 (seven) days of the
receipt of the LOA, sign and return the duplicate copy of the LOA in acknowledgement
thereof. In the event the duplicate copy of the LOA duly signed by the Selected Bidder is
not received by the stipulated date, MPEL may, unless it consents to extension of time for
submission thereof, appropriate the entire Bid Security of such Bidder as liquidated
damages on account of failure of the Selected Bidder to acknowledge the LOA. The
Bidder agrees that such liquidated damages are a genuine pre-estimated loss and damage
likely to be suffered and incurred by MPEL and not in the nature of a penalty.
3.7.7 After acknowledgement of the LOA as aforesaid by the Selected Bidder, it shall cause the
Bidder to submit the Performance Security and execute the Sub-Concession Agreement
within the period prescribed in Clause 1.4. The Selected Bidder shall not be entitled to
seek any deviation, modification or amendment in the Sub-Concession Agreement.
3.7.8 In case of non-submission/ delay in submission of Performance Security as mentioned

under the Bid Document, MPEL shall have the right (but not the obligation) to:
(a) invoke and forfeit, the Bid Security; and/ or
(b) at its sole discretion, invite the second highest Bidder(s) (“H2 Bidder”) to match
the Bid of the aforesaid Highest Bidder within 7 (seven) Business Days and if H2
Bidder matches the bid of Highest Bidder, it shall be the new Selected Bidder.
3.7.9 Further, if after the execution of the Sub-Concession Agreement, the Sub-Concessionaire
does not comply with the First Tranche Conditions Precedent by the Scheduled
Commencement Date, then MPEL, shall have the right (but not an obligation):
(a) to forfeit the Bid Security and/or the Performance Security

(as the case may be); and/ or
(b) exercise any rights available in terms of the Sub-Concession Agreement; and/or
(c) terminate the Sub-Concession Agreement forthwith; and/or
(d) at its sole discretion, invite the H2 Bidder to match the Bid of the aforesaid
Highest Bidder within 7 (seven) Business Days and if H2 Bidder matches the bid
63
of Highest Bidder, it shall be the new Selected Bidder.
3.7.10 Further, if after the execution of the Sub-Concession Agreement, the Sub-Concessionaire
does not comply with the Second Tranche Conditions Precedent by the Scheduled
Appointed Date, then MPEL, shall have the right (but not an obligation):
(a) to forfeit the Performance Security; and/ or
(b) exercise any rights available in terms of the Sub-Concession Agreement; and/or
(c) terminate the Sub-Concession Agreement forthwith;
3.7.11 If the events specified in 3.7.8 (b) or 3.7.9 (d) have been undertaken by MPEL, the
procedure specified in 3.7.6 and 3.7.7 shall be undertaken with respect to the new
Selected Bidder. All terms and conditions as applicable to a Selected Bidder shall apply
to such new Selected Bidder.
3.8 Contacts during Bid Evaluation
Bids shall be deemed to be under consideration immediately after they are submitted and
until such time MPEL makes official intimation of award/ rejection to the Bidders. While
the Bids are under consideration, Bidders and/ or their representatives or other interested
parties are advised to refrain, save and except as required under the Bidding Documents,
from contacting by any means, MPEL and/ or their employees/ representatives on matters
related to the Bids under consideration.
3.9 Correspondence with Bidder
Save and except as provided in this Bid Document, MPEL shall not entertain any
correspondence with any Bidder in relation to the acceptance or rejection of any Bid.
3.10 Any information contained in the Bid shall not in any way be construed as binding on
MPEL, its agents, successors or assigns, but shall be binding against the Bidder if the
Project is/are subsequently awarded to it on the basis of such information.
3.11 MPEL reserves the right not to proceed with the Bidding Process at any time without
notice or liability and to reject any or all Bids without assigning any reasons.
64
SECTION 4
FRAUD AND CORRUPT PRACTICES
65
SECTION 4
FRAUD AND CORRUPT PRACTICES
4.1 The Bidders and their respective officers, employees, agents and advisers shall observe
the highest standard of ethics during the Bidding Process and subsequent to the issue of
the LOA and during the subsistence of the Sub-Concession Agreement. Notwithstanding
anything to the contrary contained herein, or in the LOA or the Sub-Concession
Agreement, MPEL may reject a Bid, withdraw the LOA, or terminate the Sub-Concession
Agreement, as the case may be, without being liable in any manner whatsoever to the
Bidder, if it determines that the Bidder, directly or indirectly or through an agent, engaged
in corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice in the Bidding Process. In such an event, MPEL shall be entitled to
forfeit and appropriate the Bid Security and/or Performance Security, as the case may be,
as liquidated damages, which is a genuine pre-estimated loss and damage likely to be
suffered and incurred by MPEL and not in the nature of a penalty. Such right of MPEL to
forfeit the Bid Security and/or the Performance Security, as the case may be, is without
prejudice to any other right or remedy that may be available to MPEL under this Bid
Document, the Bidding Documents, the Sub-Concession Agreement or otherwise.
4.2 Without prejudice to the rights of MPEL under Clause 4.1 hereinabove and the rights and
remedies which MPEL may have under the LOA or the Sub-Concession Agreement, or
otherwise if a Bidder or Contractor, as the case may be, is found by MPEL to have
directly or indirectly or through an agent, engaged or indulged in any corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive practice during
the Bidding Process, or after the issue of the LOA or the execution of the Sub-Concession
Agreement, such Bidder shall not be eligible to participate in any tender or Bid Document
issued by MPEL during a period of 2 (two) years from the date such Bidder, or
Contractor, as the case may be, is found by MPEL to have directly or indirectly or
through an agent, engaged or indulged in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practices, as the case may be.
4.3 For the purposes of this Section 4, the following terms shall have the meaning hereinafter
respectively assigned to them:
(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the actions of any person
connected with the Bidding Process (for avoidance of doubt, offering of
employment to or employing or engaging in any manner whatsoever, directly or
indirectly, any official of MPEL who is or has been associated in any manner,
directly or indirectly, with the Bidding Process or the LOA or has dealt with
matters concerning the Sub-Concession Agreement or arising therefrom, before
or after the \ execution thereof, at any time prior to the expiry of one year from
the date such official resigns or retires from or otherwise ceases to be in the
service of MPEL, shall be deemed to constitute influencing the actions of a
person connected with the Bidding Process); or (ii) save and except as permitted
under the Clause 2.2.1(d) of this Bid Document, engaging in any manner
whatsoever, whether during the Bidding Process or after the issue of the LOA or
after the execution of the Sub-Concession Agreement, as the case may be, any
person in respect of any matter relating to the Project or the LOA or the Sub-
Concession Agreement, who at any time has been or is a legal, financial or
technical adviser of MPEL in relation to any matter concerning the Project;
(b) “fraudulent practice” means a misrepresentation or omission of facts or

suppression of facts or disclosure of incomplete facts;
66
(c) “coercive practice” means impairing or harming, or threatening to impair or
harm, directly or indirectly, any person or property to influence any person’s
participation or action in the Bidding Process;
(d) “undesirable practice” means (i) establishing contact with any person connected
with or employed or engaged by MPEL with the objective of canvassing,
lobbying or in any manner influencing or attempting to influence the Bidding
Process; or (ii) having a Conflict of Interest; and
(e) “restrictive practice” means forming a cartel or arriving at any understanding or

arrangement among Bidders with the objective of restricting or manipulating a
full and fair competition in the Bidding Process.
4.4 The Bidder shall be required to provide to MPEL, and comply with the provisions of
Integrity Pact, as per format given in Appendix VII along with the Bid Document
duly signed by authorised signatory & shall be deemed as part of the Sub-Concession
Agreement.
67
SECTION 5
PRE-BID CONFERENCE
68
SECTION 5
PRE-BID CONFERENCE
5.1 Pre-Bid conference of the Bidders shall be convened at the designated date, time and
place. A maximum of two representatives of prospective Bidders shall be allowed to
participate on production of authority letter from the Bidder.
5.2 During the course of Pre-Bid conference(s), the Bidders will be free to seek clarifications
and make suggestions for consideration of MPEL. MPEL shall endeavour to provide
clarifications and such further information as it may, in its sole discretion, consider
appropriate for facilitating a fair, transparent and competitive Bidding Process.
69
SECTION 6
MISCELLANEOUS
70
SECTION 6
MISCELLANEOUS
6.1 The Bidding Process shall be governed by, and construed in accordance with, the laws of
India and the Courts at Mumbai shall have exclusive jurisdiction over all disputes arising
under, pursuant to and/ or in connection with the Bidding Process.
6.2 MPEL, in its sole discretion and without incurring any obligation or liability, reserves the
right, at any time, to:
(a) suspend and/ or cancel the Bidding Process and/ or amend and/ or supplement the
Bidding Process or modify the dates or other terms and conditions relating
thereto;
(b) consult with any Bidder in order to receive clarification or further information;
(c) retain any information and/ or evidence submitted to MPEL by, on behalf of, and/
or in relation to any Bidder; and/ or
(d) independently verify, disqualify, reject and/ or accept any and all submissions or
other information and/ or evidence submitted by or on behalf of any Bidder.
6.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases MPEL, its
employees, agents and advisers, irrevocably, unconditionally, fully and finally from any
and all liability for claims, losses, damages, costs, expenses or liabilities in any way
related to or arising from the exercise of any rights and/ or performance of any obligations
hereunder, pursuant hereto and/ or in connection with the Bidding Process and waives, to
the fullest extent permitted by applicable laws, any and all rights and/ or claims it may
have in this respect, whether actual or contingent, whether present or in future.
6.4 Bidders must not enter into any arrangements with suppliers of equipment or software
that would restrict the supplier’s ability to supply such equipment or software to other
Bidders for the purposes of planning, building or operating Project. Bidders are also not
permitted to agree with suppliers of equipment or software any form of restriction as to
the prices charged or other terms and conditions that such suppliers may agree with any
other Bidders.
6.5 MPEL reserves the right to disqualify any Bidder that:
(a) Colludes or attempts to collude with another Bidder in determining its bids or
releases confidential information with the effect or intention of modifying the
bidding behaviour of other pre-qualified Bidders;
(b) Breaches or attempts to breach the secure measures within the e-tendering portal;
(c) Prevents or attempts to prevent any other Bidder from accessing the e-tendering
portal;
6.6 In the event of such disqualification, a Bidder’s Bid Security will be forfeited and MPEL
may undertake other penal action as well against such a Bidder. MPEL reserves the right
to impose a fine equal to some or all of a Bidder’s deposit for less serious breaches of
these rules. Such fines shall be deducted from that Bidder’s Bid Security.
71
APPENDIX - IA
LETTER COMPRISING THE TECHNICAL & FINANCIAL BID
(Refer Clause 2.1.5, 2.11 and 3.2)
The Director In Charge

K.C. Marg, Bandra West Mumbai City -400 050
Sub: Bid for Projects - Tolling, Operation, Maintenance and Transfer of Yashwantrao Chavan
Expressway & National Highway NH-48 (Old NH-4) in the State of Maharashtra.
Dear Sir,
1. With reference to your Bid Document dated [●]10, I/we, having examined the Bid
Document and understood its contents, hereby submit my/our Bid for the aforesaid
project. We also intend to submit my/our Bid during the Bidding Process. The Bid that
we make is unconditional and unqualified.
2. I/ We acknowledge that MPEL will be relying on the information provided in the Bid and
the documents accompanying such Bid for selection of the Sub-Concessionaire for the
aforesaid project, and we certify that all information provided in the Bid and in Annexure
I to Annexure V is true and correct; nothing has been omitted which renders such
information misleading; and all documents accompanying such Bid are true copies of
their respective originals.
3. This statement is made for the express purpose of our selection as a Sub-Concessionaire
for the Tolling, Operation, Maintenance and Transfer of the aforesaid Project.
4. I/ We shall make available to MPEL any additional information it may find necessary or
require to supplement or authenticate the Bid.
5. I/ We acknowledge the right of MPEL to reject our Bid without assigning any reason or
otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to
challenge the same on any account whatsoever.
6. I/ We certify that in the last five years, we/ any of the Consortium Members or our/ their
Associates have neither failed to perform on any contract, as evidenced by imposition of a
penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration
award, nor been expelled from any project or contract by any public authority nor have
had any contract terminated by any public authority for breach on our part.
7. I/ We declare that:
(a) I/We have examined and have no reservations to the Bid Document, including
any Addendum issued by MPEL.
(b) I/ We do not have any conflict of interest in accordance with Clauses 2.2.1(c) and
2.2.1(d) of the Bid Document; and
10
All blank spaces shall be suitably filled up by the Bidder to reflect the particulars relating to such Bidder.
72
(c) I/We have not directly or indirectly or through an agent engaged or indulged in
any corrupt practice, fraudulent practice, coercive practice, undesirable practice
or restrictive practice, as defined in Clause 4.3 of the Bid Document, in respect of
any tender or request for proposal or Bid Document issued by or any agreement
entered into with MPEL or any other public sector enterprise or any government,
Central or State; and
(d) I/ We hereby certify that we have taken steps to ensure that in conformity with
the provisions of Section 4 of the Bid Document, no person acting for us or on
our behalf has engaged or will engage in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice.
8. I/ We understand that you may cancel the Bidding Process at any time and that you are
neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid for
the Project, without incurring any liability to the Bidders, in accordance with Clause 2.16
of the Bid Document.
9. I/ We confirm that we/ our Consortium/ proposed Consortium satisfy (ies) the criteria for
the Financial Capacity and meet(s) all the requirements as specified in the Bid Document.
10. I/ We declare that we/ any Member of the Consortium, or our/ its Associates are not a
Member of a/ any other Consortium submitting a Bid for this Project.
11. I/ We certify that in regard to matters other than security and integrity of the country, we/
any Member of the Consortium or any of our/ their Associates have not been convicted
by a Court of Law or indicted or adverse orders passed by a regulatory authority which
could cast a doubt on our ability to undertake the Project or which relates to a grave
offence that outrages the moral sense of the community.
12. I/ We further certify that in regard to matters relating to security and integrity of the
country, we/ any Member of the Consortium or any of our/ their Associates have not been
charge-sheeted by any agency of the Government or convicted by a Court of Law.
13. I/ We further certify that no investigation by a regulatory authority is pending either

against us/ any Member of the Consortium or against our/ their Associates or against our
CEO, CFO, COO or any of our directors/ managers/ employees/KMPs.
14. I/ We further certify that we are qualified to submit a Bid in accordance with the
guidelines for qualification of bidders seeking to acquire stakes in Public Sector
Enterprises through the process of disinvestment issued by the GOI vide Department of
Disinvestment OM No. 6/4/2001-DD-II dated 13th July, 2001 which guidelines apply
mutatis mutandis to the Bidding Process. A copy of the aforesaid guidelines form part of
the Bid Document at Annexure V of Appendix IC thereof.
15. I/ We undertake that in case due to any change in facts or circumstances during the
Bidding Process, we are attracted by the provisions of disqualification in terms of the
provisions of this Bid Document, we shall intimate MPEL of the same immediately.
16. The Statement of Legal Capacity as per format provided at Annexure-IV of Appendix IC
of the Bid Document, and duly signed, is enclosed. The Power of Attorney for signing of
Bid and the Power of Attorney for Lead Member of Consortium, as per format provided
at Appendix III and IV respectively of the Bid Document, are also enclosed.
17. I/We hereby confirm that we are in compliance of the O&M requirements specified in
Clause 2.2.3.
73
18. I/We acknowledge and undertake that our Consortium is qualified on the basis of
Technical Capacity and Financial Capacity of those of its Members (including the O&M
Partner, (if any)), who shall, subject to Article 5.3.1 of the Sub-Concession Agreement,
until the payment of the entire Sub-Concession Fee, together hold 100% (hundred
percent) of the subscribed and paid up equity share capital of the Sub-Concessionaire. We
further agree and acknowledge that the aforesaid obligation shall be in addition to the
obligations contained in the Sub-Concession Agreement in respect of Change in
Ownership.
19. I/We acknowledge and agree that in the event of a change in control of a Relied
Associate, I/We shall inform MPEL forthwith along with all relevant particulars and
MPEL may, in its sole discretion, disqualify our Consortium or withdraw the Letter of
Acceptance, as the case may be. I/We further acknowledge and agree that in the event
such change in control of the Relied Associate occurs after signing of the Sub-
Concession Agreement but prior to Appointed Date, it would, notwithstanding anything
to the contrary contained in the Sub-Concession Agreement, be deemed a breach thereof,
and the Sub-Concession Agreement shall be liable to be terminated without MPEL being
liable to us in any manner whatsoever.
20. I/ We understand that the Selected Bidder shall either be an existing Company
incorporated under the Companies Act, 1956/2013, or shall incorporate as such prior to
execution of the Sub-Concession Agreement.
21. I/We hereby irrevocably waive any right or remedy which we may have at any stage at
law or howsoever otherwise arising to challenge or question any decision taken by MPEL
in connection with the selection of the Bidder, or in connection with the Bidding Process
itself, in respect of the above mentioned Project and the terms and implementation
thereof.
22. In the event of my/ our being declared as the Selected Bidder, I/We agree to enter into a
Sub-Concession Agreement in accordance with the draft that has been provided to me/us
prior to the Bid Due Date. We agree not to seek any changes in the aforesaid draft and
agree to abide by the same.
23. I/We have studied all the Bidding Documents carefully and also surveyed the Project
Highways and the traffic. We understand that except to the extent as expressly set forth in
the Sub-Concession Agreement, we shall have no claim, right or title arising out of any
documents or information provided to us by MPEL or in respect of any matter arising out
of or relating to the Bidding Process including the award of Sub-concession.
24. I/We offer a Bid Security of Rs. 90 crores (Indian Rupees Ninety Crores only) to MPEL
in accordance with the Bid Document.
25. The Bid Security in the form of a Demand Draft/ online payments/ Bank Guarantee
(strikeout whichever is not applicable) is attached.
26. The documents accompanying the Technical Bid, as specified in Clause 2.11.2 of the Bid
Document, have been submitted in a separate envelope and marked as “Enclosures of the
Bid”.
27. I/We agree and understand that the Bid is subject to the provisions of the Bidding
Documents. In no case, I/We shall have any claim or right of whatsoever nature if the
Project / Sub-concession is not awarded to me/us or our Bid is rejected.
28. The Sub-Concession Fee has been quoted by me/us after taking into consideration all the
terms and conditions stated in the Bid Document, draft Sub-Concession Agreement, our
74
own estimates of traffic and after a careful assessment of the site, the projects asset and
all the conditions that may have a bearing on the Project.
29. I/ We agree and undertake to abide by all the terms and conditions of the Bid Document.
30. We, the Consortium members agree and undertake to be jointly and severally liable for all
the obligations of the Sub-Concessionaire under the Sub-Concession Agreement until the
Sub-Concession Fee has been paid in full.
31. I/ We certify that in terms of the Bid Document, my/our [Net worth/ Assets Under
Management/ ACI] is Rs. [●] crores (Indian Rupees [●] Only) and that the same has been
calculated in accordance with the Bid Document.
32. I/We shall keep this offer valid for 180 (one hundred and eighty) days from the Bid Due
Date specified in the Bid Document.
33. I/ We hereby submit our Bid and offer a Sub-Concession Fee as indicated in Financial
Bid for undertaking the aforesaid Project in accordance with the Bidding Documents and
the Sub-Concession Agreement.
In witness thereof, I/we submit this Bid under and in accordance with the terms of the Bid
Document.
34. Unless defined herein, capitalised terms used shall have the meaning given to such term
in the Bid Document.
Yours faithfully,
Date:
Place: (Signature of the Authorised signatory)

(Name and designation of the of the Authorised signatory)
Name and seal of Bidder/Lead Member
75
APPENDIX - IB
Letter comprising the Financial Bid
(Refer Clauses 2.1.5, 2.11.1 and 3.2)

(NOT TO BE SUBMITTED WITH THE TECHNICAL BID)

Dated:
Sub: Bid for Project- Tolling, Operation, Maintenance and Transfer of Yashwantrao Chavan
Expressway & National Highway NH-48 (Old NH-4) in the State of Maharashtra.
Dear Sir,
1. With reference to your Bid Document dated [●], I/we, having examined the Bidding
Documents and understood their contents, hereby submit my/our Bid for the aforesaid
Project. The Bid is unconditional and unqualified.
2. I/ We acknowledge that MPEL will be relying on the information provided in the Bid and
the documents accompanying the Bid for selection of the Sub-Concessionaire for the
aforesaid Project, and we certify that all information provided in the Bid are true and
correct; nothing has been omitted which renders such information misleading; and all
documents accompanying the Bid are true copies of their respective originals.
3. The Sub-Concession Fee has been quoted by me/us after taking into consideration all the
terms and conditions stated in the Bid Document, Sub-Concession Agreement and its
Schedules, our own estimates of costs and after a careful assessment of the site, project
assets, traffic and all other conditions that may affect the Project and our obligations
under the Sub-Concession Agreement.
4. I/ We acknowledge the right of MPEL to reject our Bid without assigning any reason or
otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to
challenge the same on any account whatsoever.
5. In the event of my/ our being declared as the Selected Bidder, I/we agree to enter into a
Sub-Concession Agreement in accordance with the draft that has been provided to me/us
prior to the Bid Due Date. We agree not to seek any changes in the aforesaid draft and
agree to abide by the same.
6. I/ We shall keep this offer valid for 180 (one hundred and eighty) days from the Bid Due
Date specified in the Bid Document.
7. I/ We hereby submit our Bid and offer the Upfront Sub-Concession Fee and the Deferred
Sub-Concession Fee of Rs. [●] (Rs. [●] in words) which shall be paid in the following
instalments:
S. No. Nature of Sub-Concession Fee Date of Instalment Amount in Rs.
1. Upfront Sub-Concession Fee [●] [●]
76
2. 1st Deferred Sub-Concession February 1, 2021 [●]
Fee
3. 2nd Deferred Sub-Concession February 1, 2022 [●]

Fee
4. 3rd Deferred Sub-Concession February 1, 2023 [●]

Fee
8. Our Bid of the Deferred Sub-Concession Fee of Rs. [●] (Rs. [●]), which along with the
Upfront Sub-Concession Fee aggregates to Rs. [●] (Rs. [●] in words) for undertaking the
aforesaid Project in accordance with the Bidding Documents and the Sub-Concession
Agreement.
Yours faithfully,
Date:
Place:
(Signature, name and designation of the Authorised Signatory)
Name & seal of Bidder/Lead Member:

Class III DSC ID of Authorised Signatory
77
Appendix IC
ANNEXURE-I
Details of Bidder
1. General Information
(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 Bidder including details of its main lines of business and
proposed role and responsibilities in this Project:
3. Details of individual(s) who will serve as the point of contact/ communication for MPEL:
(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Telephone Number:
(f) E-Mail Address:
(g) Fax Number:
4. Particulars of the Authorised Signatory of the Bidder:
(a) Name:
(b) Designation:
(c) Address:
(d) Phone Number:
(e) Fax Number:
5. In case of a Consortium:
(a) The information above (1-4) should be provided for all the Members of the
Consortium.
(b) A copy of the Joint Bidding Agreement, as envisaged in Clause 2.1.15 (h) should
be attached to the Application.
78
(c) Information regarding the role of each Member should be provided as per table
below:
Sl. Name of Member Role* {Refer Percentage of equity in the

No. Clause Consortium{Refer Clauses
2.1.15(d)}11 2.1.15(a), (c) & (g)}
1.
2.
3.
4.
* The role of each Member, as may be determined by the Bidder, should be
indicated in accordance with instruction 4 at Annexure III of Appendix IC.
(d) The following information shall also be provided for each Member of the
Consortium:
Name of Bidder/ member of Consortium:
No. Criteria Yes No

1. Has the Bidder/ constituent of the Consortium been
barred12 by the Central/ State Government, or any
entity controlled by it, from participating in any
project (BOT /TOT/DBFOT or otherwise).
2. If the answer to 1 is yes, does the bar subsist as on
the date of Bid
3. Has the Bidder/ constituent of the Consortium paid
liquidated damages of more than 5% of the contract
value in a contract due to delay or has been
penalised due to any other reason in relation to
execution of a contract, in the last three years?
6. In the event any Bidder of any Member of a Consortium has relied on the experience of
their respective Relied Associate, the information required as specified under the
aforesaid clause 1 to 4 and 5(d) shall also be provided for such Relied Associate. Further,
it is hereby clarified that the Bidder shall be permitted to rely on the experience of the
Relied Associate, if such Relied Associate is not affirmative in terms of the aforesaid
clause 5(d) and clause 2.2.3 (v) of the Bid Document.
7. A statement by the Bidder and each of the Members of its Consortium (where applicable)
or any of their Associates disclosing material non-performance or contractual non-
compliance in past projects, contractual disputes and litigation/ arbitration in the recent
past is given below (Attach extra sheets, if necessary):
11
All provisions contained in curly parenthesis shall be suitably modified by the Bidder to reflect the particulars
relating to such Bidder.
12
or has been declared by MPEL/ MSRDC as non performer/blacklisted
79
ANNEXURE-II
Financial Capacity of the Bidder
(Refer to Clauses 2.2.2(B), [2.2.3 (iii) or 2.2.3(iv)] and 3.5 of the Bid Document) (In Rs. Crores/
$$)
Bidder Member Proposed Equity Net Worth/ [Assets Under Management13/

type Code Shareholding in ACI]
$ £ Consortium (%)
(1) (2) (3) Year 1
(4)
Single
entity
Bidder
Consortium
Member 1
Consortium
Member 2
Consortium
Member 3
TOTAL
$ A Bidder consisting of a single entity should fill in details as per the row titled Single entity
Bidder and ignore the rows titled Consortium Members. In case of a Consortium, row titled
Single entity Bidder may be ignored.
£ Member Code shall indicate NA for Not Applicable in case of a single entity Bidder. For other
Members, the following abbreviations are suggested viz. LM means Lead Member, TM means
Technical Member, FM means Financial Member, OMM means Operation & Maintenance
Member; and OM means Other Member. In case the Eligible Project/ Threshold Eligible Project
relates to an Associate of the Bidder or its Member, write “Associate” along with Member Code.
€ The Bidder should provide details of its own Financial Capacity or of a Relied Associate
specified in Clause 2.1.18. In the event any Bidder of any Member of a Consortium has relied
upon the experience of the Relied Associate, the information about such Relied Associates shall
also be provided in the format specified above, while identifying the Bidder with the Relied
Associate.
$$ For conversion of US Dollars to Rupees or any other currency, the rate of conversion shall be
taken from the daily exchange rate published by the International Monetary Fund 60 (sixty) days
prior to the Bid Due Date, and the amount so derived in US Dollars shall be converted into
Rupees at the aforesaid rate. The conversion rate of such currencies shall be the daily
representative exchange rates published by the International Monetary Fund for the relevant
date.
13
Market Value of the Assets managed by self or on behalf of Investors
80
Instructions:
1. The Bidder/ its constituent Consortium Members shall attach copies of the balance sheets,
financial statements and Annual Reports for 1 (one) financial years preceding the Bid
Due Date. The financial statements shall:
(a) reflect the financial situation of the Bidder or Consortium Members and its/ their
Relied Associates where the Bidder is relying on its Relied Associate’s
financials;
(b) be audited by a statutory auditor;
(c) be complete, including all notes to the financial statements; and
(d) correspond to accounting periods already completed and audited (no statements
for partial periods shall be requested or accepted).
2. “Net Worth” shall mean aggregate value of the paid-up share capital and all reserves
created out of the profits and securities premium account, after deducting the aggregate
value of the accumulated loses, deferred expenditure and miscellaneous expenditure not
written off, as per the audited balance sheet, but does not include reserves created out of
revaluation of assets, write back of depreciation and amalgamation.
3. Year 1 will be the latest completed financial year, preceding the bidding. Year 2 shall be
the year immediately preceding Year 1 and so on. In case the Bid Due Date falls within 3
(three) months of the close of the latest financial year, refer to Clause 2.1.21.
4. In the case of a Consortium, a copy of the Joint Bidding Agreement shall be submitted in
accordance with Clause 2.1.15 (h) of the Bid Document.
5. The Bidder shall also provide the name and address of the Bankers to the Bidder.
6. The Bidder shall provide a certificate from the statutory auditor/ chartered accountant
specifying the Net Worth/ Assets Under Management of the Bidder and also specifying
the methodology adopted for calculating such Net Worth/ Assets Under Management, as
the case may be, in accordance with Clause 2.2.3 (iii) of the Bid Document.
7. If applicable, The Bidder shall provide a certificate from the statutory auditor (or such
other certificate as filed with the regulator in the relevant jurisdiction) not older than 3
(three) months prior to the application deadline, specifying the ACI of the Bidder and also
specifying the methodology adopted for calculating such ACI, in accordance with Clause
2.2.3 (iv) of the Bid Document.
81
ANNEXURE III
Details of Projects of O&M Partner/ Bidder
(Refer to Clauses 2.2.2(A), 2.2.3(i), 2.2.3(ii), 3.4 and 3.5 of the Bid Document)
Item Particulars of the Project

Name of person with O&M experience
Relationship with Bidder/O&M Partner
Title & nature of the project
Category of Highway (State/ National
Highway/ Expressway)
Length of the stretch
Number of Lanes
Number of Toll Plazas
Entity for which the operation and
management was undertaken
Location
O&M contract period
O&M contract value
Whether credit is being taken for the Eligible
Experience of a Relied Associate (Yes/ No)
The Bidder/ O&M Partner (whose technical capacity has been used by the Bidder) claiming O&M
experience should provide a certificate from its statutory auditors in the format below:
Certificate from the Statutory Auditor regarding Operation and Maintenance (O&M)
Expenses
Based on its books of accounts and other published information authenticated by it, {this is to
certify that [●] (name of the O&M Partner/ Relied Associate who is the O&M Partner) was
engaged by [●] (title of the project company) to execute [●] (name of project) for [●] (nature of
project)}.
It is certified that [●] (name of the O&M Partner/ Relied Associate) incurred Rs. [●] cr. (Indian
Rupees [●] crore) as expenses during the period from [●] to [●]. for the aforesaid O&M works
Name of the audit firm:
Seal of the audit firm: (Signature, name and designation of the authority signatory).
Date:
82
ANNEXURE-IV
Statement of Legal Capacity
(To be forwarded on the letterhead of the Bidder / Lead Member of Consortium)
Ref. Date:
To,
Dear Sir,
We hereby confirm that we/ our members in the Consortium (constitution of which has been
described in the application) satisfy the terms and conditions laid out in the Bid Document.
We have agreed that [●] (insert member’s name) will act as the Lead Member of our
Consortium.*
We have agreed that [●] (insert individual’s name) will act as our representative/ will act as the
representative of the Consortium on its behalf* and has been duly authorized to submit the Bid
Document. Further, the authorised signatory is vested with requisite powers to furnish such letter
and authenticate the same.
Thanking you,
Yours faithfully,
(Signature, name and designation of the authorised signatory)
For and on behalf

of……………………………..
*Please strike out whichever is not applicable.
83
ANNEXURE-V
Guidelines of the Department of Disinvestment14
(Refer Clause 1.2.1)
No. 6/4/2001-DD-II
Government of India
Department of Disinvestment
Block 14, CGO Complex

New Delhi.
Dated 13th July, 2001.
OFFICE MEMORANDUM
Sub: Guidelines for qualification of Bidders seeking to acquire stakes in Public Sector
Enterprises through the process of disinvestment
Government has examined the issue of framing comprehensive and transparent guidelines
defining the criteria for Bidders interested in PSE-disinvestment so that the parties selected
through competitive bidding could inspire public confidence. Earlier, criteria like net worth,
experience etc. used to be prescribed. Based on experience and in consultation with concerned
departments, Government has decided to prescribe the following additional criteria for the
qualification/ disqualification of the parties seeking to acquire stakes in public sector enterprises
through disinvestment:
(a) In regard to matters other than the security and integrity of the country, any conviction by
a Court of Law or indictment/ adverse order by a regulatory authority that casts a doubt
on the ability of the Bidder to manage the public sector unit when it is disinvested, or
which relates to a grave offence would constitute disqualification. Grave offence is
defined to be of such a nature that it outrages the moral sense of the community. The
decision in regard to the nature of the offence would be taken on case to case basis after
considering the facts of the case and relevant legal principles, by the Government of
India.
(b) In regard to matters relating to the security and integrity of the country, any charge-sheet
by an agency of the Government/ conviction by a Court of Law for an offence committed
by the bidding party or by any sister concern of the bidding party would result in
disqualification. The decision in regard to the relationship between the sister concerns
would be taken, based on the relevant facts and after examining whether the two concerns
are substantially controlled by the same person/ persons.
(c) In both (a) and (b), disqualification shall continue for a period that Government deems
appropriate.
(d) Any entity, which is disqualified from participating in the disinvestment process, would
not be allowed to remain associated with it or get associated merely because it has
preferred an appeal against the order based on which it has been disqualified. The mere
pendency of appeal will have no effect on the disqualification.
14
These guidelines may be modified or substituted by the Government from time to time
84
(e) The disqualification criteria would come into effect immediately and would apply to all
Bidders for various disinvestment transactions, which have not been completed as yet.
(f) Before disqualifying a concern, a Show Cause Notice why it should not be disqualified
would be issued to it and it would be given an opportunity to explain its position.
(g) Henceforth, these criteria will be prescribed in the advertisements seeking Expression of
Interest (EOI) from the interested parties. The interested parties would be required to
provide the information on the above criteria, along with their Expressions of Interest
(EOI). The Bidders shall be required to provide with their EOI an undertaking to the
effect that no investigation by a regulatory authority is pending against them. In case any
investigation is pending against the concern or its sister concern or against its CEO or any
of its Directors/ Managers/ employees, full details of such investigation including the
name of the investigating agency, the charge/ offence for which the investigation has been
launched, name and designation of persons against whom the investigation has been
launched and other relevant information should be disclosed, to the satisfaction of the
Government. For other criteria also, a similar undertaking shall be obtained along with
EOI.
sd/-
(A.K. Tewari)
Under Secretary to the Government of India
85
APPENDIX – ID
Declaration of O&M Partner

Near Lilavati Hospital,
Opp. Bandra Reclamation Bus Depot,
K.C. Marg, Bandra West
Mumbai City -400 050,
Maharashtra, India
Sub: Tolling, Operation, Maintenance and Transfer of Yashwantrao Chavan Expressway &
National Highway NH-48 (Old NH-4) on Toll Operate and Transfer basis in the state
of Maharashtra
Dear Sir,
We wish to confirm that our O&M Partner for the subject project is [●]. We certify that our
selection did take into consideration the Technical Capacity as provided under the Bid
Document. The details of the project and the supporting documents are specified in Annexure III
of Appendix IC.
Yours faithfully,
(Signature of the Authorised signatory)
(Name and designation of the of the Authorised signatory)

Name and seal of Bidder/Lead Member
86
APPENDIX – II
Form of Bank Guarantee for Bid Security
B.G. No. Dated:
1. In consideration of you, Mumbai Pune Expressway Limited, having its registered office
near Lilavati Hospital, Opp. Bandra Reclamation Bus Depot, K.C. Marg, Bandra West
Mumbai City -400 050, Maharashtra, India (hereinafter referred to as the “MPEL”,
which expression shall unless it be repugnant to the subject or context thereof include its,
successors and assigns) having agreed to receive the Bid made submitted by [●] (a
Company registered under Companies Act, 1956/2013) and having its registered office at
[●] (and acting on behalf of its Consortium) (hereinafter referred to as the “Bidder”
which expression shall unless it be repugnant to the subject or context thereof include
its/their executors administrators, successors and assigns), for the Project comprising
tolling, operation, maintenance and transfer of Yashwantrao Chavan Expressway &
National Highway NH 48 (old NH-4) in the state of Maharashtra (hereinafter referred to
as the “Project”) pursuant to the Bid Document dated [●] issued in respect of the Project
and other related documents including without limitation the draft Sub-Concession
Agreement (hereinafter collectively referred to as “Bidding Documents”), we (Name of
the Bank) having our registered office at [●] and one of its branches at [●] (hereinafter
referred to as the “Bank”), at the request of the Bidder, do hereby in terms of Clause
2.1.6 read with Clause 2.20.1 of the Bid Document, irrevocably, unconditionally and
without reservation guarantee the due and faithful fulfilment and compliance of the terms
and conditions of the Bidding Documents by the said Bidder and unconditionally and
irrevocably undertake to pay forthwith to MPEL an amount of Rs. [●] crores (Indian
Rupees [●] Crores only) (hereinafter referred to as the “Guarantee”) as our primary
obligation without any demur, reservation, recourse, contest or protest and without
reference to the Bidder if the Bidder shall fail to fulfil or comply with all or any of the
terms and conditions contained in the said Bidding Documents.
2. Any such written demand made by MPEL stating that the Bidder is in default of the due
and faithful fulfilment and compliance with the terms and conditions contained in the
Bidding Documents shall be final, conclusive and binding on the Bank.
3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and payable
under this Guarantee without any demur, reservation, recourse, contest or protest and
without any reference to the Bidder or any other person and irrespective of whether the
claim of MPEL is disputed by the Bidder or not, merely on the first demand from MPEL
stating that the amount claimed is due to MPEL by reason of failure of the Bidder to fulfil
and comply with the terms and conditions contained in the Bidding Documents including
failure of the said Bidder to keep its Bid open during the Bid validity period as setforth in
the said Bidding Documents for any reason whatsoever. Any such demand made on the
Bank shall be conclusive as regards amount due and payable by the Bank under this
Guarantee. However, our liability under this Guarantee shall be restricted to an amount
not exceeding Rs. [●] crores (Indian Rupees [●] Crores only).
4. This Guarantee shall be irrevocable and remain in full force for a period of 180 (one
hundred and eighty) days from the Bid Due Date and a claim period of 180 (one hundred
and eighty) days or for such extended period as may be mutually agreed between MPEL
and the Bidder, and agreed to by the Bank, and shall continue to be enforceable till all
amounts under this Guarantee have been paid. We, the Bank, further agree that MPEL
shall be the sole judge to decide as to whether the Bidder is in default of due and faithful
fulfilment and compliance with the terms and conditions contained in the Bidding
Documents including, inter alia, the failure of the Bidder to keep its Bid open during the
87
Bid Validity Period set forth in the said Bidding Documents, and the decision of MPEL
that the Bidder is in default as aforesaid shall be final and binding on us, notwithstanding
any differences between MPEL and the Bidder or any dispute pending before any Court,
Tribunal, Arbitrator or any other MPEL.
5. The Guarantee shall not be affected by any change in the constitution or winding up of
the Bidder or the Bank or any absorption, merger or amalgamation of the Bidder or the
Bank with any other person.
6. In order to give full effect to this Guarantee, MPEL shall be entitled to treat the Bank as
the principal debtor. MPEL shall have the fullest liberty without affecting in any way the
liability of the Bank under this Guarantee from time to time to vary any of the terms and
conditions contained in the said Bidding Documents or to extend time for submission of
the Bid or the Bid Validity Period or the period for conveying acceptance of Letter of
Acceptance by the Bidder or the period for fulfilment and compliance with all or any of
the terms and conditions contained in the said Bidding Documents by the said Bidder or
to postpone for any time and from time to time any of the powers exercisable by it against
the said Bidder and either to enforce or forbear from enforcing any of the terms and
conditions contained in the said Bidding Documents or the securities available to MPEL,
and the Bank shall not be released from its liability under these presents by any exercise
by MPEL of the liberty with reference to the matters aforesaid or by reason of time being
given to the said Bidder or any other forbearance, act or omission on the part of MPEL or
any indulgence by MPEL to the said Bidder or by any change in the constitution of
MPEL or its absorption, merger or amalgamation with any other person or any other
matter or thing whatsoever which under the law relating to sureties would but for this
provision have the effect of releasing the Bank from its such liability.
7. Any notice by way of request, demand or otherwise hereunder shall be sufficiently given
or made if addressed to the Bank and sent by courier or by registered mail to the Bank at
the address set forth herein.
8. We undertake to make the payment on receipt of your notice of claim on us addressed to

name of Bank along with branch address and delivered at our above branch who shall be
deemed to have been duly authorised to receive the said notice of claim.
9. It shall not be necessary for MPEL to proceed against the said Bidder before proceeding
against the Bank and the guarantee herein contained shall be enforceable against the
Bank, notwithstanding any other security which MPEL may have obtained from the said
Bidder or any other person and which shall, at the time when proceedings are taken
against the Bank hereunder, be outstanding or unrealised.
10. We, the Bank, further undertake not to revoke this Guarantee during its currency except
with the previous express consent of MPEL in writing.
11. The Bank declares that it has power to issue this Guarantee and discharge the obligations
contemplated herein, the undersigned is duly authorised and has full power to execute this
Guarantee for and on behalf of the Bank.
12. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be restricted to
Rs. [●] crores (Indian Rupees [●] only). The Bank shall be liable to pay the said amount
or any part thereof only if MPEL serves a written claim on the Bank in accordance with
paragraph 9 hereof, on or before [●] (indicate date falling 180 days after the Bid Due
Date).
13. The Bank/ guarantor hereby confirms that it is on Structural Finance Messaging System
88
(SFMS) platform and shall invariably send an advice of this Guarantee to the designate
bank of MPEL after obtaining details therefrom from MPEL. Designated Bank details are
provided below:
Bank name: State Bank of India, Commercial Branch Mumbai, N.G.N. Vaidya Marg,
Fort, Mumbai- 400023
Account Number: 37969874486
IFSC: SBIN0006070
MICR Code: 400002019
Signed and Delivered by ……………….. Bank
By the hand of Mr./Ms ……………………………….….,

its……………….………. and authorised official.
(Signature of the Authorised Signatory)

(Official Seal)
89
APPENDIX III
Format for Power of Attorney for submission of Bid
Know all men by these presents, We, [●] (name of the firm and address of the registered office)
do hereby irrevocably constitute, nominate, appoint and authorize Mr. / Ms (Name),
son/daughter/wife of [●] and presently residing at [●], who is presently employed with us/ the
Lead Member of our Consortium and holding the position of [●], as our true and lawful attorney
(hereinafter referred to as the “Attorney”) to do in our name and on our behalf, all such acts,
deeds and things as are necessary or required in connection with or incidental to submission of
our bid for the “Tolling, Operation, Maintenance and Transfer of Yashwantrao Chavan
Expressway & National Highway NH-48 (Old NH-4) in the State of Maharashtra” Project
proposed or being developed by the Mumbai Pune Expressway Limited (SPV MSRDC) (the
“MPEL”) including but not limited to signing and submission of all applications, bids and other
documents and writings, participate in Bidders' and other conferences and providing information /
responses to MPEL, representing us in all matters before MPEL, signing and execution of all
contracts including the Sub-Concession Agreement and undertakings consequent to acceptance of
our bid, and generally dealing with MPEL in all matters in connection with or relating to or
arising out of our bid for the said Project and/or upon award thereof to us and/or till the entering
into of the Sub-Concession Agreement with MPEL.
AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and
things done or caused to be done by our said Attorney pursuant to and in exercise of the powers
conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney
in exercise of the powers hereby conferred shall and shall always be deemed to have been done by
us.
IN WITNESS WHEREOF WE, [●], THE ABOVE NAMED PRINCIPAL HAVE EXECUTED
THIS POWER OF ATTORNEY ON [●] DAY OF [●], 20[●]
For
……………………………..
(Signature, name, designation and

address) of person authorized by Board
Resolution (in case of
Firms/Company)/Partner in case of
Partnership Firms
Witnesses:
1.
2.
Notarised
Notarised
90
Person identified by me/personally appeared before me
/signed before me/Attested/Authenticated*
(*Notary to specify as applicable)
(Signature, Name and Address of the Notary)
Seal of the Notary
Registration Number of the Notary
Date __________________
Accepted
(Signature, name, designation and address of the Attorney)
Notes:
The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant(s) and when it is so required, the same should be under common seal affixed in
accordance with the required procedure.
Wherever required, the Bidder should submit for verification the extract of the charter
documents and documents such as a board or shareholders resolution/power of attorney
in favour of the person executing this Power of Attorney for the delegation of power
hereunder on behalf of the Bidder.
For a Power of Attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the Power of
Attorney is being issued. However, the Power of Attorney provided by Bidders from
countries that have signed the Hague Legislation Convention, 1961 are not required to be
legalised by the Indian Embassy if it carries a conforming Appostille certificate.
91
APPENDIX IV
Format for Power of Attorney for Lead Member of Consortium
Whereas the Mumbai Pune Expressway Limited (“MPEL”) has invited bids from interested
parties for the Tolling, Operation, Maintenance and Transfer of Yashwantrao Chavan Expressway
& National Highway NH-48 (Old NH-4) in the State of Maharashtra (“the Project”). Whereas,
[●] and [●] (collectively the “Consortium”) being Members of the Consortium are interested in
bidding for the Project in accordance with the terms and conditions of the Bid Document and
other connected documents in respect of the Project, and
Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead
Member with all necessary power and authority to do for and on behalf of the Consortium, all
acts, deeds and things as may be necessary in connection with the Consortium’s bid for the
Project and its execution.
NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS
We, [●] having our registered office at [●], M/s. [●], having our registered office at [●], and M/s.
[●], having our registered office at [●], (hereinafter collectively referred to as the “Principals”)
do hereby irrevocably designate, nominate, constitute, appoint and authorise M/s. [●], having its
registered office at [●], being one of the Members of the Consortium, as the Lead Member and
true and lawful attorney of the Consortium (hereinafter referred to as the “Attorney”) and hereby
irrevocably authorise the Attorney (with power to sub-delegate) to conduct all business for and on
behalf of the Consortium and any one of us during the Bidding Process and, in the event the
Consortium is awarded the Sub-concession, during the execution of the Project, and in this regard,
to do on our behalf and on behalf of the Consortium, all or any of such acts, deeds or things as are
necessary or required or incidental to the submission of its bid for the Project, including but not
limited to signing and submission of all applications, bids and other documents and writings,
accept the Letter of Acceptance, participate in Bidders’ and other conferences, respond to queries,
submit information/ documents, sign and execute contracts and undertakings consequent to
acceptance of the bid of the Consortium and generally to represent the Consortium in all its
dealings with MPEL, and/ or any other Government Agency or any person, in all matters in
connection with or relating to or arising out of the Consortium’s bid for the Project and/ or upon
award thereof till the Sub-Concession Agreement is entered into with MPEL.
AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and
things done or caused to be done by our said Attorney pursuant to and in exercise of the powers
conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney
in exercise of the powers hereby conferred shall and shall always be deemed to have been done by
us/ Consortium.
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS

POWER OF ATTORNEY ON THIS [●] DAY OF [●] 20[●]
For ……………….
(Signature, Name & Title)
For ……………….
92
For ……………….
Witnesses:
1.
2.
(Executants)
(To be executed by all the Members of the Consortium)
Notes:
 The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
 Wherever required, the Bidder 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.
 For a Power of Attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the Power of
Attorney is being issued. However, the Power of Attorney provided by Bidders from
countries that have signed the Hague Legislation Convention, 1961 are not required to be
legalised by the Indian Embassy if it carries a conforming Appostille certificate.
93
APPENDIX V
Format for Joint Bidding Agreement for Consortium
(Refer Clause 2.1.9 & 2.1.15(h))

(To be executed on Stamp paper of appropriate value)
THIS JOINT BIDDING AGREEMENT is entered into on this the [●] day of [●]
AMONGST
1. {[●] Limited, and having its registered office at [●]} (herein after referred to as the “First
Part” which expression shall, unless repugnant to the context include its successors and
permitted assigns)
AND
2. {[●] Limited, having its registered office at [●]} and (hereinafter referred to as the
“Second Part” which expression shall, unless repugnant to the context include its
successors and permitted assigns)
AND
3. {[●] Limited, and having its registered office at [●]} (hereinafter referred to as the
“Third Part” which expression shall, unless repugnant to the context include its
successors and permitted assigns)
The above mentioned parties of the FIRST, {SECOND and THIRD} PART are collectively
referred to as the “Parties” and each is individually referred to as a “Party”
WHEREAS,
(A) The Mumbai Pune Expressway Limited, established under the Companies Act, 1956/2013
being represented by its Director In Charge and having its registered office near Lilavati
Hospital, Opp. Bandra Reclamation Bus Depot, K.C. Marg, Bandra West Mumbai City -
400 050, India (hereinafter referred to as the “MPEL” which expression shall, unless
repugnant to the context or meaning thereof, include its administrators, successors and
assigns) has invited bids (the Bids”) by its Bid Document No. [●] dated [●] (the “Bid
Document”) for award of contract for Tolling, Operation, Maintenance and Transfer of
Yashwantrao Chavan Expressway & National Highway NH-48 (Old NH-4) in the State of
Maharashtra (the “Project”).
(B) The Parties are interested in jointly bidding for the Project as members of a Consortium
and in accordance with the terms and conditions of the Bid Document and other Bidding
Documents in respect of the Project, and
(C) It is a necessary condition under the Bid Document that the members of the Consortium
shall enter into a Joint Bidding Agreement and furnish a copy thereof with the Bid.
NOW IT IS HEREBY AGREED as follows
1. Definitions and Interpretations
In this Agreement, the capitalised terms shall, unless the context otherwise requires, have
the meaning ascribed thereto under the Bid Document.
94
2. Consortium
2.1 The Parties do hereby irrevocably constitute a consortium (the “Consortium”) for the
purposes of jointly participating in the Bidding Process for the Project.
2.2 The Parties hereby undertake to participate in the Bidding Process only through this
Consortium and not individually and/ or through any other consortium constituted for this
Project, either directly or indirectly or through any of their Relied Associates.
3. Covenants
The Parties hereby undertake that in the event the Consortium is declared the selected
Bidder and awarded the Project, it shall incorporate a SPV under the Companies Act,
1956/2013 for entering into a Sub-Concession Agreement with MPEL and for performing
all its obligations as the Sub-Concessionaire in terms of the Sub-Concession Agreement
for the Project.
4. Role of the Parties
The Parties hereby undertake to perform the roles and responsibilities as described below:
(a) Party of the First Part shall be the Lead member of the Consortium and shall have
the power of attorney from all Parties for conducting all business for and on
behalf of the Consortium during the Bidding Process and until the Sub-
Concession Fee has been paid in full.;
(b) Party of the Second Part shall be {the Technical Member of the Consortium;}
{(c) Party of the Third Part shall be the Financial Member of the Consortium; and}
{(d) Party of the Fourth Part shall be the Operation and Maintenance Member/ Other
Member of the Consortium.}
5. Joint and Several Liability
The Parties do hereby undertake to be jointly and severally responsible for all obligations
and liabilities relating to the Project and in accordance with the terms of the Bid
Document and the Sub-Concession Agreement until the Sub-Concession Fee has been
paid in full..
6. Shareholding in the SPV
6.1 The Parties agree that the proportion of shareholding among the Parties in the SPV shall
be as follows:
First Party:
Second Party:
{Third Party:}
{Fourth Party:}
6.2 The Parties, undertake that 100% (one hundred per cent) of the subscribed and paid up
equity share capital of the SPV shall, at all times until the date of payment of entire Sub-
Concession Fee of the Project, be held by the Parties of the First, {Second and Third} Part
whose experience and net worth have been reckoned for the purposes of qualification and
short-listing of Bidders for the Project in terms of the Bid Document.
95
6.3 The Parties undertake that they shall collectively hold 100% (hundred per cent) of the
subscribed and paid up equity share capital of the SPV at all times until the date of
payment of entire Sub-Concession Fee of the Project.
6.4 The Lead Member undertakes that it shall hold atleast 26% (twenty six percent) of the
subscribed and paid equity of the SPV at all times, until the expiry of the Lock-In Period.
6.5 Each Relied Member undertakes that it shall hold atleast 26% (twenty six percent) of the
subscribed and paid equity of the SPV at all times, until the expiry of the Lock-In Period.
6.6 In case an Associate experience is claimed by the Sub-Concessionaire, the Associate

undertakes to continue to be an Associate of the Sub-Concessionaire, until the date of
entire payment of Sub-Concession Fee of the Project.
6.7 The Parties undertake that they shall comply with all Minimum Shareholding
Requirements, and the equity lock-in requirements set forth in the Sub-Concession
Agreement.
7. Representation of the Parties
Each Party represents to the other Parties as of the date of this Agreement that:
(a) Such Party is duly organised, validly existing and in good standing under the laws
of its incorporation and has all requisite power and authority to enter into this
Agreement;
(b) The execution, delivery and performance by such Party of this Agreement has
been authorised by all necessary and appropriate corporate or governmental
action and a copy of the extract of the charter documents and board resolution/
power of attorney in favour of the person executing this Agreement for the
delegation of power and authority to execute this Agreement on behalf of the
Consortium Member is annexed to this Agreement, and will not, to the best of its
knowledge:
i. require any consent or approval not already obtained;
ii. violate any applicable law presently in effect and having applicability to
it;
iii. violate the memorandum and articles of association, by-laws or other

applicable organisational documents thereof;
iv. violate any clearance, permit, concession, grant, license or other

governmental authorisation, approval, judgement, order or decree or any
mortgage agreement, indenture or any other instrument to which such
Party is a party or by which such Party or any of its properties or assets
are bound or that is otherwise applicable to such Party; or
v. create or impose any liens, mortgages, pledges, claims, security interests,

charges or Encumbrances or obligations to create a lien, charge, pledge,
security interest, encumbrances or mortgage in or on the property of such
Party, except for encumbrances that would not, individually or in the
aggregate, have a material adverse effect on the financial condition or
prospects or business of such Party so as to prevent such Party from
fulfilling its obligations under this Agreement;
96
(c) this Agreement is the legal and binding obligation of such Party, enforceable in
accordance with its terms against it; and
(d) there is no litigation pending or, to the best of such Party's knowledge, threatened
to which it or any of its Associate is a party that presently affects or which would
have a material adverse effect on the financial condition or prospects or business
of such Party in the fulfilment of its obligations under this Agreement.
8. Termination
This Joint Bidding Agreement shall be effective from the date hereof and shall continue
in full force and effect until the Sub-Concession Fee has been paid in full.. However, in
case the Consortium is either not pre-qualified for the Project or does not get selected for
award of the Project, the Bid Document will stand terminated in case the Bidder is not
pre-qualified or upon return of the Bid Security by MPEL to the Bidder, as the case may
be.
9. Miscellaneous
9.1 This Joint Bidding Agreement shall be governed by laws of {India}.
9.2 The Parties acknowledge and accept that this Agreement shall not be amended by the
Parties without the prior written consent of MPEL.
IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND

DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
For and on behalf of

LEAD MEMBER by: SECOND PART
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
For and on behalf of For and on behalf of

THIRD PART FOURTH PART
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
97
In the presence of:
1. 2.
Notes:
1. The mode of the execution of the Joint Bidding Agreement should be in accordance with
the procedure, if any, laid down by the Applicable Law and the charter documents of the
2. Each Joint Bidding Agreement should attach a copy of the extract of the charter
documents and documents such as resolution / power of attorney in favour of the person
executing this Agreement for the delegation of power and authority to execute this
Agreement on behalf of the Consortium Member.
3. For a Joint Bidding Agreement executed and issued overseas, the document shall be
legalised by the Indian Embassy and notarized in the jurisdiction where the Power of
Attorney has been executed.
98
APPENDIX VI
SAMPLE FORM OF LETTER OF ACCEPTANCE OF OFFER
No. :
Date:
To,
Sub: Tolling, Operation, Maintenance and Transfer of Yashwantrao Chavan Expressway

& National Highway NH-48 (Old NH-4) on Toll Operate and Transfer basis in the
state of Maharashtra
This is to inform you that your offer for appointment as Sub-Concessionaire for collection of toll
at approved rates on all specified vehicles and trailers drawn by such vehicles passing over the
subjected road stretches for a period from [●] until April 30, 2030 (both days included) (subject to
the earlier termination of the Sub-Concession Agreement in accordance with the terms thereof)
for the amount of Rs. [Insert amount of total Sub-Concession Fee] (Indian Rupees [●] only) on
tolling, operation, management of Yashwantrao Chavan Expressway & National Highway NH-48
(Old NH-4) in the State of Maharashtra, has been accepted by MPEL.
As you are aware, you have to submit (and maintain) to Mumbai Pune Expressway Limited
(MPEL), a Bank Guarantee of an aggregate amount of (i) Rs. 50 crores (Indian Rupees Fifty
Crores only) which amount shall be increased by the Price Index from first anniversary of the
date of the Sub-Concession Agreement; and (ii) 5% (five percent) of the outstanding Deferred
Sub-Concession Fee, being the amount of performance security in accordance with the terms of
the Bid Document (the “Performance Security”), which amounts shall be the Performance
Security for due observance and performance of the terms and conditions of the Sub-Concession
Agreement and the Bid Document.
Please note that as per the said terms and conditions of the Sub-Concession Agreement and Bid
Document, if you fail or neglect to pay to MPEL within 7 (seven) days of issue date of this letter
of acceptance, Performance Security and/or execute the Sub-Concession Agreement within 15
(fifteen) days from the date of this letter of acceptance, then this Letter of Acceptance for your
appointment as the Sub-Concessionaire under the terms of the Bid Document shall forthwith and
without requiring any further action, stand terminated and thereupon, without prejudice to any
other rights and remedies of MPEL, MPEL shall have the right to forfeit and appropriate the
entire Bid Security, and MPEL shall be entitled to appoint as replacement any other person as the
Sub-Concessionaire at your risk, cost and expense
You are now requested to attend this office to sign the Sub-Concession Agreement.
Notwithstanding anything to the contrary contained in the LOA, MPEL may reject the Bid,
withdraw the LOA, as the case may be, without being liable in any manner whatsoever to the
Bidder, if it determines that the Bidder, directly or indirectly or through an agent, engaged in
corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice
in the Bidding Process.
Thanking you,
Director In Charge
MPEL, Mumbai
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APPENDIX VII
Integrity pact
(Refer clause 4.4)
Draft Integrity Pact Format applicable for works having value of Rs. 100 Crores and
above
(Name of the Project on tolling, operation, maintenance and transfer Mode (the “Project”)
through a public private partnership.
( ________ Division)
Tender No. [●]
This Integrity Pact is made at [●] on this [●] day of [●], 2019
Between
MUMBAI PUNE EXPRESSWAY LIMITED, a company incorporated by the Maharashtra

State Road Development Corporation, having its registered office near Lilavati Hospital, Opp.
Bandra Reclamation Bus Depot, K.C. Marg, Bandra West, Mumbai City - 400 050,
Maharashtra, India hereinafter referred to as “The Principal” / “MPEL”, which expression
shall unless repugnant to the meaning or contract thereof include its successors and permitted
assigns.
and
[●], hereinafter referred to as “The Bidder/ Contractor/ Sub-Concessionaire/ Consultant”

and which expression shall unless repugnant to be meaning or context thereof include its
successors and permitted assigns.
Preamble
Whereas, the Principal intends to award, under laid down organizational procedures contract/s
for The Principal values full compliance with all relevant laws of the land, rules of land,
regulations, economic use of resources and of fairness/ transparency in its relations with its
Bidder(s) and for Contractor(s)/Sub-Concessionaire(s)/Consultant(s).
And whereas in order to achieve these goals, the Principal will appoint an independent external
Monitor (IEM), who will monitor the tender process and the execution of the contract for
compliance with the Principles mentioned above.
And whereas to meet the purpose aforesaid, both the parties have agreed to enter into this
integrity pact (hereafter referred to as “Pact”), the terms and conditions of which shall also be
read as integral part and parcel of the Bid Document and contract between the parties. Now,
therefore, in consideration of mutual covenants stipulated in this Pact, the parties hereby agree
as follows and this Pact witnesseth as under: -
ARTICLE I: COMMITMENTS OF THE PRINCIPAL
1. The Principal commits itself to take all measures necessary to prevent corruption and to
observe the following principle:
(a) No employee of the Principal, personally or through family members, will in
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connection with the lender for, or the execution of a contract, demand take a
promise for or accept for self or third person any material or immaterial benefit
which the person is not legally entitled to.
(b) The Principal will, during the tender process treat all Bidder(s) with equity and
reason. The Principal will in particular, before and during the tender process,
provide to all Bidder(s) the same information and will not provide to any
Bidder(s) confidential/ additional information through which the Bidder(s) could
obtain an advantage in relation to the tender process or the contract execution.
(c) The Principal will exclude all known prejudiced persons from the process, whose
conduct in the past has been of biased nature.
2. If the Principal obtains information on the conduct of any of its employees which is a
criminal offence under the Indian Penal Code, 1860/ Prevention of Corruption Act, 1988
or any other statutory acts or if there be a substantive suspicion in this regard, the
Principal will inform the Chief Vigilance Officer and in addition can initiate disciplinary
actions as per its internal laid down Rules/ Regulations.
ARTICLE II: COMMITMENTS OF THE BIDDER(S)/ CONTRACTOR(S)/ SUB-

CONCESSIONAIRE(S)/ CONSULTANT(S)
1. The Bidder(s)/ Contractors)/ Sub-Concessionaire(s)/ Consultant(s) commit himself to take

all measures necessary to prevent corruption. He commits himself to observe the
following principles during his participation in the tender process and during the contract
execution.
2. The Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/ Consultant(s) will not, directly or

through any other person or firm, offer, promise or give to any of the Principals,
employees involved in the tender process or the execution of the contract or to any third
person any material or other benefit which he/she is not legally entitled to, in order to
obtain in exchange any advantage of any kind whatsoever during the tender process or
during the execution of the contract.
3. The Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/ Consultant(s) will not enter with

other Bidders into any undisclosed agreement or understanding, whether formal or
informal. This applies in particular to prices, specifications, certifications, subsidiary
contracts, submission or non-submission or bids or any other actions to restrict
competitiveness or to introduce cartelization in the Bidding Process.
4. The Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/ Consultant(s) will not commit any

offence under the relevant Indian Penal Code, 1860/ Prevention of Corruption Act, 1988
and other statutory acts; further, the Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/
Consultant(s) will not use improperly for purposes of completion or personal gain, or pass
on to others, any information or document provided by the Principal as part of the
business relationship, regarding plans, technical proposals and business details, including
information contained or transmitted electronically.
5. The Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/ Consultant(s) of foreign origin shall

disclose the name and address of the Agents/ representatives in India. If any similarly the
Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/ Consultant(s) of Indian Nationality shall
furnish the name and address of the foreign principle, if any.
6. The Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/ Consultant(s) will, when presenting

his bid, disclose any and all payments he has made, is committed to or intends to make to
101
agents, brokers or any other intermediaries in connection with the award of the contract.
He shall also disclose the details of services agreed upon for such payments.
7. The Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/ Consultant(s) will not instigate third

persons to commit offences outlined above or be an accessory to such offences.
8. The Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/ Consultant(s) will not bring any

outside influence through any Government, bodies/quarters directly or indirectly on the
Bidding Process in furtherance of his bid.
ARTICLE III: DISQUALIFICATION FROM TENDER PROCESS AND

EXCLUSION FROM FUTURE CONTRACTS
1. If the Bidder(s)/ Contractor(s)/ Sub-Concessionaire(s)/ Consultant(s) before award or

during execution has committed a transgression through a violation of any provision of
Article-2, above or in any other from such as to put his reliability or credibility in
question, the Principal is entitled to disqualify the Bidder(s)/ Contractor(s)/ Sub-
Concessionaire(s)/ Consultant(s) from the tender process.
2. If the Bidder/Contractor/Sub-Concessionaire/Consultant has committed a transgression

through a violation of Article II such as to put his reliability or credibility into question,
the Principal shall be entitled to exclude including blacklist and put on holiday the
Bidder/Contractor/Sub-Concessionaire/Consultant for any future tenders/contract award
process. The imposition and duration of the exclusion will be determined by the severity
of the transgression. The severity will be determined by the Principal taking into
consideration the full facts and circumstances of each case particularly taking into account
the number of transgressions, the position of the transgressors within the company
hierarchy or the Bidder/Contractor/Sub-Concessionaire/Consultant and the amount of the
damage. The exclusion will be imposed for a minimum of 1 year.
3. A transgression is considered to have occurred if the Principal after due consideration of

the available evidence concludes that “On the basis of facts available there are no material
doubts”.
4. The Bidder/ Contractor/Sub-Concessionaire/Consultant will its free consent and without

any influence agrees and undertakes to respect and uphold the Principal's absolute rights
to resort to and impose such exclusion and further accepts and undertakes not to challenge
or question such exclusion on any ground, including the lack of any hearing before the
decision to resort to such exclusion is taken. This undertaking is given freely and after
obtaining independent legal advice.
5. The decision of the Principal to the effect that a breach of the provisions of this Pact has
been committed by the Bidder/ Contractor/Sub-Concessionaire/Consultant shall be final
and binding on the Bidder/ Contractor/Sub-Concessionaire/Consultant.
6. On occurrence of any sanctions/ disqualification arising out from violation of the Pact,
Bidder/ Contractor/Sub-Concessionaire/Consultant shall not be entitled for any
compensation on this account.
7. Subject to full satisfaction of the Principal, the exclusion of the Bidder/Contractor/Sub-

Concessionaire/Consultant could be revoked by the Principal if the Bidder/
Contractor/Sub-Concessionaire/Consultant can prove that he has restored/recouped the
damage caused by him and has installed a suitable corruption prevention system in his
organization.
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ARTICLE IV: COMPENSATION FOR DAMAGES
1. If the Principal has disqualified the Bidder(s) from the tender process prior to the award
according to Article III, the Principal shall be entitled to forfeit the Earnest Money
Deposit/Bid Security or demand and recover the damages equivalent to Earnest Money
Deposit/Bid Security apart from any other legal right that may have accrued to the
Principal.
2. In addition to above, the Principal shall be entitled to take recourse to the relevant
provisions of the contract related to termination of contract due to Contractor/Sub-
Concessionaire/Consultant's Default. In such ease, the Principal shall be entitled to forfeit
the Performance Security of the Contractor/Sub-Concessionaire/Consultant and/or
demand and recover liquidated and all damages as per the provisions of the contact/Sub-
Concession Agreement against termination.
ARTICLE V: PREVIOUS TRANSGRESSION
1. The Bidder declares that no previous transgression occurred in the last 3 years
immediately before signing of this integrity pact with any other Company in any country
conforming to the anti-corruption/Transparency International (TI) approach or with any
other Public Sector Enterprise/Undertaking in India or any Government Department in
India that could justify his exclusion from the lender process.
2. If the Bidder makes incorrect statement on this subject, he can be disqualified from the
tender process or action for his exclusion can be taken as mentioned under Article III
above for transgression of Article II and shall be liable for compensation for damages as
per Article IV above.
ARTICLE VI: EQUAL TREATMENT OF ALL BIDDERS/ CONTRACTORS/

SUB-CONCESSIONAIRE/ CONSULTANTS/ SUBCONTRACTORS
1. The Bidder(s)/Contractor(s)/Sub-Concessionaire(s)/Consultant(s) undertake(s) to demand

from all sub-contractors a commitment in conformity with this Pact, and to submit it to
the Principal before contract signing.
2. The Principal will enter into agreements with identical conditions as this one with all
Bidders/Contractors/Sub-Concessionaire/Consultant and Subcontractors.
3. The Principal will disqualify from the lender process all the Bidders who do not sign this
Pact or violate the provisions.
ARTICLE VII: CRIMINAL CHARGES AGAINST VIOLATING BIDDER(S)/

CONTRACTORS)/ SUB-CONCESSIONAIRE(S)/ CONSULTANT(S)/ SUB-
CONTRACTOR(S)
1. If the Principal obtains knowledge of conduct of a Bidder/ Contractor/ Sub-

Concessionaire/ Consultant or Subcontractor, or of an employee or a representative or an
associate of a Bidder/ Contractor/ Sub-Concessionaire/ Consultant or Subcontractor,
which constitutes corruption, or if the Principal has substantive suspicion in this regard,
the Principal will inform the same to the Chief Vigilance Officer.
ARTICLE VIII: INDEPENDENT EXTERNAL MONITOR (IEM)
103
1. The Principal appoints competent and credible Independent External Monitor for this
Pact. The task of the Monitor is to review independently and objectively, whether and to
what extent the parties comply with the obligations under this agreement.
2. The Monitor is not subject to instructions by the representatives of the parties and
performs his functions neutrally and independently. He reports to the Chairman, MPEL.
3. The Bidder/Contractor/Sub-Concessionaire/Consultant accepts that the Monitor has the

right to access without restriction to all Project documentation of the Principal including
that provided by the Bidder/ Contractor/ Sub-Concessionaire/ Consultant. The Bidder/
Contractor/ Sub-Concessionaire/ Consultant will also grant the Monitor, upon his request
and demonstration of a valid interest, unrestricted and unconditional access to his project.
The Monitor is under contractual obligation to treat the information and documents of the
Bidder/ Contractor/ Sub-Concessionaire/ Consultant/ subcontractors with confidentiality.
4. The Principal will provide to the Monitor sufficient information about all meetings among
the parties related to the Project provided such meetings could have an impact on the
contractual relations between the Principal and the Bidder/Contractor/ Sub-
Concessionaire/Consultant. The parties offer to the Monitor the option to participate in
such meetings.
5. As soon as the Monitor notices, or believes to notice any transgression as given in Article
II, he may request the Management of the Principal to take corrective action, or to take
relevant action. The monitor can in this regard submit non-binding recommendations.
Beyond this, the Monitor has no right to demand from the parties that they act in a
specific manner, refrain from action or tolerate action.
6. The Monitor will submit a written report to the Chairman, MPEL within 8-10 weeks from
the date of reference or intimation to him by the Principal and, should the occasion arise,
submit proposals for correcting problematic situations.
7. If the Monitor has reported to the Chairman, MPEL, a substantiated suspicion of under
relevant IPC/PC Act or any other Statutory Acts, and the Chairman, MPEL has not,
within the reasonable time taken visible action to proceed against such offence or reported
it the Chief Vigilance Officer, the Monitor may also transmit this information directly to
the Central Vigilance Commissioner.
8. Monitor shall be entitled to compensation on the same terms as being extended to /

provided to Independent Directors on the Board.
9. The word 'Monitor' would include both singular and plural.
ARTICLE IX: PACT DURATION
1. This Pact begins when both parties have signed (In case of EPC i.e. for projects funded by
Principal and consultancy services). It expires for the Contractor/Consultant 12 months
after his Defect Liability Period is over or 12 months after his last payment under the
contract whichever is later and for all other unsuccessful Bidders 6 months after this
contract has been awarded (in case BOT projects). It expires for the Sub-Concessionaire
24 months after his Sub-Concession Period is over and for all other unsuccessful Bidders
6 months after this contract has been awarded.
2. If any claim is made/lodged during this time, the same shall be biding and continue to be
valid despite the lapse of this Pact as specified above, unless it is discharged determined
by Chairman of MPEL.
104
ARTICLE X: OTHER PROVISIONS
1. This Pact is subject to Indian Law, place of performance and jurisdiction is the Registered
Office of the Principal, i.e. Mumbai.
2. Changes and supplements as well as termination notices need to be made in wiring.
3. If the Bidder/Contractor/Sub-Concessionaire/Consultant is a partnership or a consortium,

this Pact must be signed by all partners or consortium members.
4. Should one or several provisions of this Pact turn out to be invalid, the reminder of this
agreement remains valid, in this case, the parties will strive to come to an agreement to
their original intentions.
5. Any dispute/differences arising between the parties with regard to term of this Pact, any
action taken by the Principal in accordance with this Pact or interpretation thereof shall
not be subject to any Arbitration.
6. The actions stipulated in the Pact are without prejudice to any other legal action that may
follow in accordance with the provisions to the extant law in force relating to any civil or
criminal proceedings.
105
IN WITNESS WHEREOF he parties have signed and executed this pact at the place and date
first done mentioned in the presence of following witnesses:
FOR & ON BEHALF of the (Principal)

_____________________________________________
_____________________________________________
FOR & ON BEHALF of Bidder Contractor / Sub-

Concessionaire / Consultant _____________________
_____________________________________________
(Office Seal)
Place:
Date:
Witness 1:
(Name & Address): [●]
Witness 2:
(Name & Address): [●]
106
APPENDIX VIII
Format for Project Cash Flow
Projected Cashflow for Yashwantrao Chavan Expressway
Sr. FY ending Toll receivables Toll collection Capital Routine Periodical Total expenses Net flow (amount in
No. March 31 (amount in charges expenditure, if maintenance renewal cost (amount in Rupees) 9=8-3
Rupees) (amount in any (amount in (amount in Rupees) (amount in rupees)
Rupees) Rupees) rupees) 8=4+5+6+7
(1) (2) (3) (4) (5) (6) (7) (8) (9)

1 2020
2 2021
3 2022
4 2023
5 2024
6 2025
7 2026
8 2027
9 2028
10 2029
11 2030
12 2031
TOTAL
(Authorised Signatory of the Bidder)
__________________________
107
Projected Cashflow of NH-48
Sr. No. FY ending Toll receivables Toll collection Capital Routine Periodical Total expenses Net flow (amount
(amount in charges expenditure, if maintenance renewal cost (amount in in Rupees) 9=8-3
March 31 (amount in any (amount in (amount in Rupees) (amount in rupees)
Rupees)
Rupees) Rupees) rupees) 8=4+5+6+7
(1) (2) (3) (4) (5) (6) (7) (8) (9)
1 2020
2 2021
3 2022
4 2023
5 2024
6 2025
7 2026
8 2027
9 2028
10 2029
11 2030
12 2031
TOTAL
__________________________
108
Combined projected cashflow of NH 48 and Yashwantrao Chavan Expressway
Sr. FY ending March Total Toll Total Expenses (NH 48 and Total Net Flow (NH 48 and
Receivables (NH 48 Yashwantrao Chavan Yashwantrao Chavan
No. 31 and Yashwantrao Expressway) (amount in Expressway) (amount in
Chavan Expressway) Rupees) Rupees)
(amount in Rupees) 5 = 3-4
(1) (2) (3) (4) (5)
1 2020
2 2021
3 2022
4 2023
5 2024
6 2025
7 2026
8 2027
9 2028
10 2029
11 2030
12 2031
TOTAL
__________________________
109
APPENDIX IX
Format for GOM letter
[ON THE LETTER HEAD OF GOVERNMENT OF MAHARASHTRA]
[To be issued after execution of the Sub-Concession Agreement]
Ref No. [●] [●], 2019
To,
1. [Sub-Concessionaire]
Attn: [●]
2. Mumbai Pune Expressway Limited

K.C. Marg, Bandra West,
Mumbai City -400 050
Attn: [●]
Sub: Sub-Concession Agreement dated [●] entered into between Mumbai Pune
Expressway Limited (“MPEL”) and [Sub-Concessionaire] (the “Sub-
Concessionaire”) in relation to Tolling, Operation, Maintenance and
Transfer of Yashwantrao Chavan Expressway and National Highway NH-48
(Old NH-4) in the State of Maharashtra.
Dear Sir/Madam,
1. Reference letter dated [●].
2. As you are aware, MSRDC has delegated its responsibilities in relation to inter alia
operations, maintenance and tolling in relation to: (a) Yashwantrao Chavan Expressway;
and (b) NH-48, to MPEL, vide agreement dated September 26, 2018 entered into between
GOM, MSRDC and MPEL for the period starting from August 10, 2019 upto April 30,
2030 (“MPEL Agreement”).
3. MPEL had by way of a public open bid, invited proposals for selection of suitable bidder
for delegating its responsibilities of tolling, operation and maintenance of the above
mentioned Project Highways and has pursuant to the bid process, issued the letter of
award dated [●] to [insert name of the Sub-Concessionaire and details] (the “LOA”).
Further to the same, the selected bidder has designated [●] as the Sub-Concessionaire.
4. We have received a copy of the executed LOA and copy of the draft Sub-Concession
Agreement and are aware of the terms thereof.
5. As per Article 4.1.3(c) of the Sub-Concession Agreement, MPEL is required to procure

certain undertakings from GOM towards completion of the Sub-Concessionaire’s First
Tranche Conditions Precedent for achievement of the Commencement Date.
6. In relation to the above, we confirm and undertake the following:
110
(a) In the event that MPEL is unable to meet its payment obligations towards the Sub-
Concessionaire under the Sub-Concession Agreement, GOM shall, upon any notice
being issued by MPEL, or in the event of failure by MPEL to do so, then by the
Lenders of the Sub-Concessionaire (or their facility agent, if any), cause infusion of
funds into MPEL to ensure that MPEL is adequately funded such that MPEL is
able to meet its undisputed payment obligations (including the Termination
Payments) to the Sub-Concessionaire;
(b) GOM shall not erect any barriers or place any restrictions that interrupt free flow of
traffic on the Project Highways except for reasons of Emergency, national security
or law and order or collection of inter-state taxes;
(c) GOM shall ensure, subject to and in accordance with the applicable laws, that all
relevant municipal and other local authorities and bodies including Panchayats in
the State of Maharashtra do not put any barriers or other obstructions that interrupt
free flow of traffic on the Project Highways;
(d) GOM shall ensure there is no toll plaza on the Proposed Tunnel Road and that there
is no resultant change in Fee Notification;
(e) GOM acknowledges and approve that that the Sub-Concessionaire shall have right
to create security over the receivables from the Project Highways in favour of its
Lenders to finance the payment of Sub-Concession Fee. The receivables shall be
applied as per the Sub-Concession Agreement and the Escrow Agreement; and
(f) GOM acknowledges and approves that the Lenders shall enter into a Substitution
Agreement pursuant to the Sub-Concession Agreement. GOM agrees that the
accepted Nominated Company (as defined in the Substitution Agreement) shall be
the ‘Sub-Concessionaire’ as prescribed and in accordance with the terms of the
Sub-Concession Agreement and the benefit under this letter shall be available to
such Sub-Concessionaire.
7. Unless defined herein, terms used in this letter shall have the meaning given to the same
in the Sub-Concession Agreement.
8. This letter is governed by and construed in accordance with the laws of India.
9. This letter should not be construed as a guarantee to the Lender and/or the Sub-
Concessionaire or any other person under any laws.
Thanking you,
Yours sincerely,
For Government of Maharashtra
Authorized Signatory
CC:
Maharashtra State Road Development Corporation

[●]
Attn: [●]
111
APPENDIX X
Format for MSRDC Support Letter
[ON THE LETTER HEAD OF MAHARASHTRA STATE ROAD DEVELOPMENT

CORPORATION]
[To be issued after execution of the Sub-Concession Agreement]
Ref No. [●] [●], 2019
To,
1. [Sub-Concessionaire]
Attn: [●]
2. Mumbai Pune Expressway Limited

K.C. Marg, Bandra West,
Mumbai City -400 050
Attn: [●]
Sub: Sub-Concession Agreement dated [●] entered into between Mumbai Pune
Expressway Limited (“MPEL”) and [Sub-Concessionaire] (the “Sub-
Concessionaire”) in relation to Tolling, Operation, Maintenance and Transfer of
Yashwantrao Chavan Expressway and National Highway NH-48 (Old NH-4) in the
State of Maharashtra.
Dear Sir/Madam,
1. Reference letter dated [●].
2. As you are aware, MSRDC has delegated its responsibilities in relation to inter alia
operations, maintenance and tolling in relation to: (a) Yashwantrao Chavan Expressway;
and (b) NH-48, to MPEL, vide agreement dated September 26, 2018 entered into
between GOM, MSRDC and MPEL for the period starting from August 10, 2019 upto
April 30, 2030 (“MPEL Agreement”).
3. MPEL had by way of a public open bid, invited proposals for selection of suitable
bidder for delegating its responsibilities of tolling, operation and maintenance of the
above mentioned Project Highways and has pursuant to the bid process, issued the letter
of award dated [●] to [insert name of the Sub-Concessionaire and details] (the
“LOA”). Further to the same, the selected bidder has designated [●] as the Sub-
Concessionaire.
4. We have received a copy of the executed LOA and copy of the draft Sub-Concession
Agreement and are aware of the terms thereof.
5. As per Article 4.1.3(b) of the Sub-Concession Agreement, MPEL is required to procure

certain undertakings from MSRDC towards completion of the MPEL First Tranche CPs
for achievement of the Commencement Date.
112
6. In relation to the above, we confirm and undertake the following:
(a) MSRDC shall not erect any barriers or place any restrictions that interrupt free
flow of traffic on the Project Highways except for reasons of Emergency, national
security or law and order or collection of inter-state taxes;
(b) MSRDC shall ensure there is no toll plaza on Proposed Tunnel Road; and procure
that there is no change in Fee Notification;
(c) MSRDC shall not construct any Competing Road during the Sub-Concession
Period;
(d) MSRDC shall ensure that within [●] days of the Bond Redemption Date, the
charge over the receivables of the Yashwantrao Chavan Expressway, created in
favour of Vistra ITCL (India) Limited, is released;
(e) MSRDC acknowledges and approve that that the Sub-Concessionaire shall have
right to create security over the receivables from the Project Highways in favour
of its Lenders to finance the payment of Sub-Concession Fee, in accordance with
the Sub-Concession Agreement;
(f) MSRDC shall undertake novation of the valid Nominated Agreements on the
same terms and conditions as in existence as on the date of execution of the Sub-
Concession Agreement; and
(g) MSRDC acknowledges and approves that the Lenders shall enter into a
Substitution Agreement pursuant to the Sub-Concession Agreement. MSRDC
agrees to acknowledge the accepted Nominated Company (as defined in the
Substitution Agreement) thereunder as the ‘Sub-Concessionaire’ in terms of the
Sub-Concession Agreement and extend the benefit under this letter to such Sub-
Concessionaire.
7. Unless defined herein, terms used in this letter shall have the meaning given to the same
in the Sub-Concession Agreement.
8. This letter is governed by and construed in accordance with the laws of India. This
letter should not be construed as a guarantee to the Lender and/or the Sub-
Concessionaire or any other person under any laws.
Thanking you,
Yours sincerely,
For Maharashtra State Road Development Corporation
Authorized Signatory
CC:
Government of Maharashtra
[●]
Attn: [●]
113
APPENDIX XI
Nominated Agreements
1. Quick Response Vehicle Agreement dated August 6, 2015 entered into between
MSRDC and Aryan Pumps & Enviro Solutions Pvt. Ltd.; and
2. Security Force Agreement entered/to be entered into between MPEL and
Maharashtra State Security Corporation.
114

MPEL Bid Document (Conso RFQ and RFP)

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Mumbai Pune Expressway Limited (MPEL)

(SPV of Maharashtra State Road Development Corporation Limited)

Name of Work- Tolling, Operation, Maintenance and Transfer of

Mumbai Pune Expressway Limited

Section No. Description Page

(SPV of Maharashtra State Road Development Corporation Limited, Mumbai).

DETAILED E-NOTICE INVITING TENDER

Project Name Length (Kms)

Yashvantrao Chavan Expressway section (from Km.0+000 to 94.60

National Highway NH-48 (Old NH-4) (from Km. 20+400 to 110.80

Name of Project : Appointment of Sub-Concessionaire for tolling, Operation,

Address – Director In Charge Mumbai Pune Expressway Limited (MPEL),Near Lilavati

ACI As defined in clause 2.2.3 (iv)

Financial Close Means the fulfilment by Sub-Concessionaire of all

I. 70% of WPI; and

1. Accessing / Purchasing of Bid Document

Help Desk no 0120-4200462, 0120-4001002, 0120-4001005, 8826246593.

Following may be noted:

1) Registration should be valid at least up to the date of submission of bid.

2) The amendments / clarifications to the Bid Document, if any, will be

3) Bids can be submitted only during the validity of their registration.

2. Preparation & Submission of Bids:

Detailed Bid Document may be downloaded from e-tender portal

(i) e-tender portal of Maharashtra Government (https://mahatenders.gov.in).

(b) Copy of receipt of payment of Bid Document fee of Rs. 10,00,000

(c) Power of Attorney for signing of Bid in the prescribed format.

(d) An undertaking from the person having Power of Attorney referred to in

(e) if applicable, Power of Attorney for appointment of Lead Member of the

(i) Scanned copy of the registration/ charter documents of firm

(l) Scanned copy of GST registration certificate. Provided that, while

(q) If applicable, Letter of Declaration of O&M Partner as per format as

(v) An undertaking from the Bidder/ each members of the Consortium as

(y) In case of foreign companies, a scanned copy of the certificate from a

(aa) In case the Bidder/Lead Member of the Bidder is an AIF or an investment

In case the Bidder/Lead Member of the Bidder is an AIF or an investment

(x) In case of any discrepancy, online submissions shall prevail.

Attn. Of: Director In Charge

ADDRESS: Mumbai Pune Expressway Limited (MPEL),

(H) Subsequently, a bidding was conducted by MSRDC to appoint a suitable

(I) Thereafter, MSRDC established MPEL and delegated its responsibilities in

Project Name Length (Kms)

Yashvantrao Chavan Expressway section (from 94.60

National Highway NH-48 (Old NH-4) (from Km. 20+400 110.80

1.1.2 Issuance of Bonds by MSRDC and MPEL Loan

(ii) Guarantee from Government of Maharashtra; and

(iii) Mortgage over an immovable property situated at Sanpada, Mumbai.

Therefore, the receivables from the Yashvantrao Chavan Expressway will

1.1.3 Tunnel road construction by MSRDC

1.1.11 Sub-Concession Fee

(a) In consideration of the grant of Sub-concession, the Sub-Concessionaire shall be

(b) The Upfront Sub-Concession Fee shall be payable by the Sub-Concessionaire as

1.1.14 Obligations relating to existing agreements

1.1.15 Stamp Duty and Registration Fees on the Sub-Concession Agreement

1.2 Brief description of Bidding Process

1.3 Performance Security

Assumption 1: Performance Security to be provided as part of 1.3.1(i) is Rs. 100

Assumption 3: Price Index for each year is 10%.

Based on the above, the Sub-Concessionaire will be required to provide a Performance

On the first anniversary of the date of the Sub-Concession Agreement, the

1.4 Schedule of Selection process

MPEL shall endeavour to adhere to the following schedule:

Sl. No. Event Description Date

1.5 EDI Protocol