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GOVERNMENT OF UTTAR PRADESH

INFRASTRUCTURE DEVELOPMENT DEPARTMENT DEVELOPMENT OF 8-LANE ACCESS CONTROLLED EXPRESSWAY

FROM GREATER NOIDA TO GHAZIPUR-BALLIA ON PUBLIC PRIVATE PARTNERSHIP

REQUEST FOR QUALIFICATION DOCUMENT FOR DEVELOPERS

(NOVEMBER 2007)

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Infrastructure Development Department Ganga Expressway Project

Page 1 of 39 Request for Qualification

Table of Contents

Sections Page

Disclaimer 2

Invitation for Qualification 3

Section I Introduction 5

Section II Instructions to Applicant 8

Section III Criteria for Evaluation 16

Section IV Formats for Application 20

Annexures

Annexure 1 Brief Project Details 28

Annexure 2 Format for Power of Attorney for Signing of Application 35

Annexure 3 Format for Power of Attorney for Lead Member of 42

Consortium

Annexure 4 Format of the MoU 43



DISCLAIMER

Disclaimer

The information contained in this Request for Qualification (�RFQ�) document or subsequently provided to interested Applicants (the �Applicant(s)�), whether verbally or in documentary form by the Infrastructure Development Department, Government of Uttar Pradesh (�Government Representatives�) or any of their employees or advisors (�Information�), is provided to Applicant(s) on the terms and conditions set out in this RFQ document and any other terms and conditions subject to which such Information is provided.

This RFQ document is not an agreement and is not an offer or invitation by the Infrastructure Development Department or the Government Representatives to any other party. The purpose of this RFQ document is to provide Applicants with information to assist the formulation of their Application for Qualification (the �Application�). This RFQ document does not purport to contain all the information each Applicant may require. This RFQ document may not be appropriate for all persons, and it is not possible for the Infrastructure Development Department or the Government Representatives, their employees or advisors to consider the investment objectives, financial situation and particular needs of each party who reads or uses this RFQ document. Certain Applicants may have a better knowledge of the proposed Project than others. Each Applicant should conduct its own investigations and analysis and should check the accuracy, reliability and completeness of the information in this RFQ document and obtain independent advice from appropriate sources. The Infrastructure Development Department or the Government Representatives, their employees and advisors make no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of the RFQ document.

The Infrastructure Development Department or the Government Representatives may in their absolute discretion, but without being under any obligation to do so, update, amend or supplement the Information including the qualification process in this RFQ document. The Infrastructure Development Department or the Government Representatives reserve the right to accept or reject any or all applications without giving any reasons. The Infrastructure Development Department or the Government Representatives will not entertain any claim for expenses in relation to the preparation of RFQ submissions.



Invitation for Qualification

Government of Uttar Pradesh Infrastructure Development Department

EXPRESSWAY PROJECT REQUEST FOR QUALIFICATION

(International Competitive Bidding)

1. Government of Uttar Pradesh (GoUP) proposes to develop 8-Lane Access Controlled Expressway of length of about 950 kms, with an estimated total construction cost of the order of Rs. 25,000 crores (US$ 6.24billion), from Greater Noida to Ballia(hereinafter referred to as the �Expressway Project� or the �Project�) close to border with Bihar via Bulandshahar, Badaun, Shahjahanpur, Unnao, Pratapgarh, Allahabad and Varanasi with linkages from Farrukhabad, Lucknow & Mirzapur on Public Private Partnership (PPP) Model along the left bank of river Ganga. The expressway is proposed to be built on �Embankments� along and as close as possible and feasible, in accordance with the clearances available to the project, to the river Ganga to provide flood protection also to the area. It will provide high speed direct connectivity from Western to Eastern boundaries of the State of U.P. and will be instrumental in developing the districts falling on the Expressway. The Developer/Concessionaire will also be offered land development rights as necessary & permissible for viability of the project from the Developer/Concessionaire�s view point.

2. The Project is to be executed by private entrepreneurs through Special Purpose Vehicle (SPV) on Design, Build, Finance and Operate Model for the concession period where the concessionaire shall have the right to realize the toll during the concession period and shall transfer the projects assets to GoUP / its designated agency at the end of concession period.

3. The Infrastructure Development Department, GoUP /its designated agency is responsible for implementation of this Project.

4. The GoUP now invites Expression of Interests in the form of Request for Qualification from interested Applicants interested in design, engineering, construction, development, finance, operation and maintenance for the following three Contract Packages as one or more or all (seperately)under the Expressway Project:

Contract No.

Road Section of Contract Length (km) Approximate

Indicative Value of Contract

I Greater Noida to Bilgram

(near Hardoi/Kannauj)

317km US$ 2.08billion (Rs. 8300crores)

II Bilgram to Allahabad 317km US$ 2.08billion (Rs. 8300crores)

III Allahabad to Ballia 317km US$ 2.082.08 billion (Rs. 8300crores)

The total length of the Expressway has been equally divided into 3 contract packages & indicative value of contract has been assumed to be same in all the packages. The actual length & indicative value of contract in different contract packages may vary.

5. An agreement will be drawn up between GoUP and the selected bidders on real toll basis (the �Concession Agreement�). Revenues from the proposed tolling of the Project will accrue to the Special Purpose Vehicle undertaking the Project (the �Project Company� or the �Concessionaire�).

6. Interested Applicants may obtain the Request for Qualification document (the �RFQ� document) from the address given at paragraph no. 11 up to 21.11. 2007 on all working days between 0930 hrs and 1800 hrs Indian Standard Time (IST) clearly stating �Request



for Qualification for the Development of Expressway Project� and on submission of a non-refundable fee of Indian Rupees 50,000/= (Rupees Fifty Thousand only) (equivalent to US$1300) by way of a crossed demand draft drawn in favor of �The Pradeshiya Industrial & Investment Corporation of UP Ltd., payable on any scheduled bank in Lucknow, Uttar Pradesh.

7. GoUP/ its designated agency/ its consultants will not be responsible for any delay, loss or non-receipt of RFQ document sent by post/courier. Further, GoUP/ its designated agency/ its consultants shall not be responsible for any delay in receiving the Applications. IDD/GoUP reserves the right to accept/ reject any or all applications without assigning any reason thereof.

8. The RFQ document contains brief information about the Project, prequalification/short listing requirements and process.

9. The RFQ document is also available on GoUP and PICUP website (www.upgov.nic.in and www.picupindia.com) with effect from 01.11. 2007. Applicants who download the RFQ document from the website will be required to pay the non-refundable fee of Rs. 50,000 (Rupees Fifty Thousand only), along with their submission.

10. Further, all copies of every Application/Additional Information must be submitted in a hard bound form (spiral bound form, loose form, etc. will be not accepted) with all pages numbered serially, along with an index of submissions. In the event any of the instructions mentioned herein not having been adhered to, the GoUP will reject the Application.

11. RFQ submissions/Additional Information must be received not later than 1300 hrs on 22.11. 2007 in the manner specified in the RFQ document at the address given below:

The Principal Secretary,Infrastructure Development Department , GoUP and MD Pradeshiya Industrial and Investment Corporation of U.P. Ltd. (PICUP) PICUP Bhawan, Vibhuti Khand Gomti Nagar, Lucknow-226010

12. The GoUP reserves the right to accept or reject late Applications.

13. The GoUP will not be responsible for any costs or expenses incurred by Applicants in connection with the preparation or delivery of their Applications.

14. The GoUP will notify all Applicants in writing of the names of those Applicants who have been prequalified. Only firms/ joint ventures/Consortiums pre-qualified under this procedure will be invited to bid.

15. For any clarifications/information, please contact the under mentioned officers on any working day between 9.30 hrs. and 18.00 hrs.

i) Sri A.K. Srivastava, IAS, Principal Secretary, Department of Infrastructure Development, GoUP & Managing Director, The Pradeshiya Industrial & Investment Corporation of U.P. Ltd. (PICUP), Room no.14, Lal Bahadur Shastri Bhawan (Sachivalaya Annexe), Lucknow . 226 001 (Tel./Fax: 0522-2239282).

ii) Sri Sanjeev Kumar, IAS, Special Secretary, Industrial Development, GoUP & Joint Managing Director, PICUP, PICUP Bhawan, Vibhuti Khand, Gomti Nagar, Lucknow . 226 010 (Tel./Fax: 0522-2720792,0522-2720792).

iii) Sri Alok Upadhyay, Head (Urban Infrastructure & MRTS) M/s Srei Infrastructure Finance Ltd., D-2, 5th Floor, Southern Park, Saket, New Delhi-110017(Tel./011-30615712/Fax 011-30615799 )

iv) Ms. Richa Bhargava, Sr. Manager (HRD), PICUP, PICUP Bhawan, Vibhuti Khand, Gomti Nagar, Lucknow . 226 010 (Tel.: 0522-2720689/ Fax 0522-2720792)

Principal Secretary Infrastructure Development Department

Government of Uttar Pradesh

http://www.picupindia.com)



Section I. Introduction

1.1 Background

1.1.1 Government of Uttar Pradesh (GoUP) is proposing to setup infrastructure projects under Public Private Partnership (PPP). For the present, GoUP proposes to develop 8-Lane Access Controlled Expressway of length of about 950 kms, with cost of order of Rs. 25,000 crores approximately from Greater Noida to Ballia(hereafter referred as �Expressway Project� or the �Project�) via Bulandshahar, Badaun, Shahjahanpur, Unnao, Pratapgarh, Allahabad and Varanasi with linkages from Farrukhabad, Lucknow & Mirzapur on Public Private Partnership (PPP) Model along the left bank of river Ganga, as per the brief details and directives issued by GoUP for this project vide their letter no. 2975/77-4-07-94-Bha/07 TC dated 31.7.2007 . This expressway is proposed to be built upon �Embankments� along and as close as possible and feasible, in accordance with the clearances available to the project, to the river Ganga to provide flood protection also to the area. It will provide high speed direct connectivity from Western to Eastern boundaries of the State of U.P. and will be instrumental in developing the districts falling on the Expressway.

Government of Uttar Pradesh - Infrastructure Development Department / its designated agency, is responsible for development and implementation of this Project.The Project is to be executed by private entrepreneurs through SPV on Design, Build, Finance and Operate model for the concession period where the concessionaire shall have the right to realize the toll during the concession period. The period for concession will be 35 years as per the PPP guidelines of the Govt of UP and the Concessionaire(s) shall transfer the projects assets to GoUP / its designated agency at the end of concession period

The various contract packages of which all, one or combination could be bid for by the bidders are as per the table below:

Contract No.

Road Section of Contract Length (km) Approximate

Indicative Value of Contract

I Greater Noida to Bilgram

(near Hardoi/Kannauj)

317 km US$ 2.08 billion (Rs. 8300 crores)

II Bilgram to Allahabad 317 km US$ 2.08 billion (Rs. 8300 crores)

III Allahabad to Ballia 317 km US$ 2.08 billion (Rs. 8300 crores)

The total length of the Expressway has been equally divided into 3 contract packages & indicative value of contract has been assumed to be same in all the packages. The actual length & indicative value of contract in different contract packages may vary.

1.1.2 The Project would be developed under the real toll option i.e the Concessionaire will be permitted to charge fee from the users of the facility (various categories of the motorized vehicles) as per governing principles for fixation of rates.

1.1.3 In order to enhance the profitability of the project as defined in Annexure 1, GoUP shall grant land development rights, as may be necessary and permissible to the selected Developer(s in addition to the Expressway project, along the length of the project The Developer shall obtain necessary NOCs/permission on its own for its implementation, as and when required for which the GoUP shall provide all possible support.

1.1.4 The part of required land for the proposed Expressway, which is owned by the State Government, shall be provided for the concession period as would be detailed in RFP. All expenditure related with purchase/acquisition of the remaining land for the project required



as well as the land required for enhancement of viability of project shall be borne by the selected developer.

1.2 Project Developer Selection Process

The proposed process for the development of the Projects, including a brief description of the bidding process, is set out below:

1.2.1 The GoUP intends to follow a 2-stage process for selection of the preferred bidder for various Contract Packages under the Project. The first stage of the process involves qualification of the Applicants.

1.2.2 This RFQ deals with the first stage (the �Qualification Stage�). During this Qualification Stage, the Applicants are invited to furnish the information specified in this RFQ document and at the end of this stage GoUP expects to announce a shortlist of suitable Applicants for the next stage (the �Proposal Stage�) that would then be invited to submit detailed proposals (the �Proposal�) in respect of one, combination or all of the Contract separately in accordance with a Request for Proposal (the �RFP�) document.

1.2.3 During the Proposal Stage, short-listed Applicants (the �Pre-Qualified Applicants�) would be expected to examine the Project in further detail, and to carry out such studies as may be required to submit Proposals for the implementation of the Project. Pre-Qualified Applicants will be required to provide a bid security with their Proposal. The Pre-Qualified Applicants at the Proposal stage shall be evaluated on the basis of technical and other submissions relating to the Project and the financial bids as detailed in the RFP documents.

1.2.4 As part of the RFP documents, the GoUP shall provide detailed instructions for Applicants and draft Concession Agreement and other information pertaining/ relevant to the Project.

1.2.5 The selected Developer/Concessionaire will be responsible for surveys, design, design verification, financing, procurement, construction, commissioning, operation and maintenance and transfer of the Project assets at its own risk. The financing of the Project is solely a matter between the Concessionaire and the funding institutions. The Concessionaire shall also obtain necessary permits for import of materials and equipment, construction of the Project and for the Project�s operation in accordance with the laws of India, if required.

1.2.6 The Developer/Concessionaire would be permitted to collect and appropriate the proceeds of toll collection during the concession period. The selected bidder will be required to duly incorporate the Project Company to sign the Concession Agreement and all other agreements necessary to implement the Project.

1.2.7 Further details of the process to be followed at the Proposal Stage would be contained in the RFP Document (to be provided to the Pre-Qualified Applicants).

1.3 Anticipated Project Schedule

The indicative timetable for development of the Project is as follows:

Activity Estimated Date

Qualification Stage

Issue of RFQ Document 01.11.. 2007

Pre RFQ Meet 14.11.2007



Due date for submission of application 22.11.2007

Announcement of Short-list of pre-qualified Applicants 26.11. 2007

Proposal Stage (Tentative)

Issue of Preliminary (outline) RFP document 26.11. 2007

1st Pre-bid Meeting 01.12.2007

Issue of RFP Document 03.12. 2007

2nd Pre-Bid Meet 18.12.2007

Issue of final RFP Document 21.12.2007

Due date for proposal submission 06.01.2008

Developer/Concessionaire Selection 10.01.2008

Issue of Letter of Intent 10.01.2008



Section II. Instructions to Applicant

2.1 General Rules

2.1.1 Scope of Application

2.1.1.1 The GoUP wishes to receive Applications for qualification to short-listed experienced and capable Applicants for the Proposal stage. Pre-Qualified Applicants would be subsequently invited to submit the Proposal in respect of the Packages under the Project.

2.1.1.2 The Applicant may be a single entity or a group of entities coming together to implement the Project. The term Applicant used hereinafter would apply to both a single entity (sole) and a Consortium. The purchaser of the RFQ document must be the Applicant itself or a member of the Consortium submitting the Application.

2.1.1.3 At any point of time in the Application Process, if required by Govt of UP, it is the Applicant�s responsibility to provide such evidence of their eligibility as per the terms of the RFQ, to the satisfaction of Govt of UP.

2.1.1.4 One company, single or Joint Venture firm shall not be eligible to submit more than one Application, either individually or as a member of a consortium for the same Contract Package under the Project. However, a company, single or Joint Venture firm, may be part of different consortiums, or a sole bidder for submitting an application for separate Package(s) under the Project.

2.1.2 Eligible Applicants

2.1.2.1 The purchaser of the RFQ document must be the Applicant itself or a member of the Consortium submitting the Application. The Applicant should submit a Power of Attorney as per the format enclosed at Annexure 2, authorizing the signatory of the Application to commit the Applicant. Applications submitted by a Consortium should comply with the following additional requirements:

a) Number of members in a consortium would be limited to 4;

b) The Application should contain the information required for each member of the Consortium;

c) One of the Consortium members should have purchased the RFQ document from GoUP or have paid the non refundable fee of Rs. 50,000 (Rupees Fifty Thousand only) to GoUP as specified in the RFQ document;

d) The Application should include a description of the roles and responsibilities of individual members;

e) An individual member applying as a sole Applicant cannot at the same time be member of any Consortium applying for the same Contract Package under the Project. Further, a member of a particular Consortium cannot be member of any other Consortium applying for the same Contract under the Project. Any member who submits or participates in more than one Application for the same Contract under the Project will be disqualified and will also lead to disqualification of the Consortium of which it is a member;

f) Members of the Consortium shall nominate one member as Lead Member. The nomination shall be supported by a Power of Attorney as per the format enclosed at Annexure 3 signed by all the members. The Lead Member shall be required to meet the criteria specified in Clause 3.7;



g) Members of the Consortium shall enter into a Memorandum of Understanding (the �MoU�) for the purpose of making the Application and submitting Proposal in the event of being short-listed as per the format provided in Annexure 4. The MoU shall, interalia, convey the intent to form a Special Purpose Vehicle with the shareholding commitment(s) explicitly stated. The MoU shall communicate the willingness of the Consortium to subsequently carry out all the responsibilities as Concessionaire in terms of the Concession Agreement, in case the Concession to undertake the Project is awarded to the Consortium and shall also clearly outline the proposed roles and responsibilities of each member at each stage and shall commit the minimum equity stake of each member as required under Clause 2.1.7.

A copy of the MoU duly notarized, should be submitted with the Application. The MoU entered into among the members of the Consortium should be specific to the project for which the Application is being submitted and should contain the above requirements failing which the Application shall be rejected as non-responsive. The MoU shall be governed by the laws, rules and regulations of India and would be subject to jurisdiction of Indian Courts only.

Any Entity which has been barred by GoUP from participating in GoUP projects (BOT or otherwise) or barred by any State/Central Government & their agencies and the bar subsists as on the Application Due Date, would not be eligible to submit an Application, either individually or as member of a Consortium.

The Application shall be signed by the duly authorized signatory of the Lead Member and shall be legally binding on all the members of the Consortium.

2.1.3 Change in Consortium Composition

No change in the composition of a Consortium will be permitted by GoUP during this Qualification stage.

Further, no change in the composition of a Consortium after RFQ submission will be permitted by Go UP, during the Proposal stage either.

2.1.4 Project Inspection and Site Visit

It is desirable that each Applicant submits its Application after visiting the site and ascertaining for itself the location, surroundings or any other matter considered relevant by it. The cost of visiting the site shall be borne by the Applicant. GoUP shall not be liable for such costs, regardless the outcome of the selection process. It would be deemed that by submitting the Application, Applicant has:

a) Made a complete and careful examination of the RFQ document;

b) Received all relevant information requested from Govt of UP; and

c) Independently verified all information received from Govt of UP

GoUP shall not be liable for any mistake or error on the part of the Applicant in respect of the above.

2.1.5 Application Preparation Cost

The Applicant shall be responsible for all of the costs associated with the preparation of its Application and its participation in the Qualification Stage. GoUP will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of the Qualification Stage.



2.1.6 Right to Accept any Application and to Reject any or all Applications

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

GoUP reserves the right to reject any Application, if at any time, a material representation is made or uncovered. This would lead to the disqualification of the Applicant. If the Applicant is a Consortium, then the entire Consortium would be disqualified/ rejected.

If such disqualification/ rejection occurs after the financial bids have been opened and the lowest bidder gets disqualified/ rejected, then GoUP reserves the right to either

Invite the next lowest bidder to match the lowest bid; or

Take any measure as may be deemed fit in the sole discretion of GoUP including annulment of entire Qualification/ Proposal stage and inviting fresh Applications/Proposals.

2.1.7 Minimum Equity Requirement

The preferred Bidder selected by GoUP to develop the project will be required to incorporate a Special Purpose Vehicle (SPV) to domicile the Project prior to the start of implementation of the Project and the SPV shall not undertake any other business during the Concession Period.

The aggregate equity shareholding of the Consortium members (or sole applicant, if applicable) and their / his Associates, in the issued and paid up capital of the SPV shall not be less than (a) 51% (fifty one percent) thereof during Construction Period, (b) 33% (thirty three percent) thereof during a period of 3 (three) years following the Project Completion Date, and (c) 26% (twenty six percent) thereof, or such lower proportion as may be permitted by GoUP during the remaining Concession Period.

In case of a Consortium, the minimum equity requirement of the Lead Member and other members would be as under:

1. The Lead Member would commit to hold a minimum equity stake equal to 51% of the aggregate shareholding of the Consortium in the SPV at all times during the Concession Period.

2. In case of a member of the Consortium who is not a Lead Member or in other words is a member, would commit to hold a minimum equity stake equal to 10% of the aggregate shareholding of the Consortium in the SPV at all times during the Concession period.

Any dilution in the equity holding of the SPV as provided in this clause shall be as per the provisions of the Concession Agreement.

2.2 Documents

2.2.1 Contents of RFQ

The RFQ Document comprises the contents as listed below, and would additionally include any Addenda issued in accordance with Clause 2.2.3.

Invitation for Qualification

Section I. Introduction

Section II. Instructions to Applicants



Section III. Criteria for Evaluation

Section IV. Format for Application

Annexures

Annexure 1 Brief Project Details

Annexure 2 Format for Power of Attorney for Signing of Application

Annexure 3 Format for Power of Attorney for Lead Member of Consortium

Annexure 4 Format of the MoU

2.2.2 Pre � RFQ Meet

A Pre RFQ meet shall be held on 14.11.2007 at 1100 hours at Tajmahal Hotel, 1 Mansingh Road, Delhi � 110011, Phone: 011-23026162. Any change in schedule/venue shall be intimated at the PICUP�s website www.picupindia.com.

Any clarification on the RFQ document may be e-mailed before 11.11.2007 to [email protected]. These issues would responded to during the meet.

2.2.3 Amendment of RFQ

At any time prior to the deadline for submission of Application, GoUP may, for any reason, whether at its own initiative or in response to clarifications requested by an Applicant, modify the RFQ document by the issuance of addenda (the �Addenda or Addendum�, as the case may be). Any Addendum thus issued will be sent in writing to all those who have purchased the RFQ document. The same will also be communicated to those who have downloaded the RFQ document from GoUP website and have duly intimated to GoUP their particulars including address for communication by fax and/or e-mail. In order to afford the Applicants a reasonable time in which to take an Addendum into account, or for any other reason, GoUP may, at its discretion, extend the due date for submitting the Application as provided in Clause 2.3.6 (the �Application Due Date�).

2.3 Preparation and Submission of Application

2.3.1 Language

The Application and all related correspondence and documents should be written in the English language. Supporting documents and printed literature furnished by Applicant with the Application may be in any other language provided that they are accompanied by appropriate translations of the pertinent passages in the English language. Supporting materials, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Application, the English language translation shall prevail.

2.3.2 Currency

The currencies for the purpose of the Application shall be the Indian Rupee (Rs). The conversion to Indian Rupees shall be made as per details provided in the Section III. In all such cases, the original figures in the relevant foreign currency and the INR equivalent thereof must be given. The date used and exchange rate thereof shall be clearly stated. EA reserves the right to use any other suitable exchange rate for the purposes of uniformly evaluating all Applicants.

2.3.3 Validity/ Extension of Validity of Application

Applications shall be valid for a period of 1 year from the Application Due Date (the �Application Validity Period�). Govt of UP reserves the right to reject any Application, which does not meet this

http://www.picupindia.com.

mailto:[email protected].



requirement. In exceptional circumstances, prior to expiry of the original Application Validity Period, GoUP may request Applicants to extend the Application Validity Period for a specified additional period.

2.3.4 Format and Signing of Application

The Applicant would provide all the information as per this RFQ. GoUP would evaluate only those Applications that are received in the required format and complete in all respects. The Applicant shall prepare one original of the documents comprising the Application and clearly marked �ORIGINAL�. In addition, the Applicant shall make one (1) copy of the Application, clearly marked �COPY�. In the event of any discrepancy between the original and the copy, the original shall prevail. The Application and its copy shall be typed or written in indelible ink and each page shall be initialled by the Applicant. All the alterations, omissions, additions, or any other amendments made to the Application shall be initialled by the person (s) signing the Application.

2.3.5 Sealing and Marking of Applications

The Applicant shall seal the original and each copy of the Application in separate envelopes, duly marking the envelopes as �ORIGINAL� and �COPY�. The envelopes shall then be sealed in an outer envelope.

Each envelope shall contain:

a) Covering letter stating clearly the validity of the Application (Refer Section IV, Form IVA -Format for Application);

b) Details of the Applicant in the prescribed format (Refer Section IV, Form IVB � Details of Applicant) along with supporting documents;

c) Technical Experience of the Applicant in the prescribed format (Refer Section IV, Form IVC-1 � Technical Experience details);

d) Details of the Eligible Projects in the prescribed format (Refer Section IV, Form IVC-2 �Eligible Projects details);

e) Financial Capability of the Applicant (Refer Section IV, Form IVD � Details of Financial Capability);

f) Power of Attorney as per the format enclosed at Annexure 2, for signing authority

g) Power of Attorney as per the format enclosed at Annexure3, in case of Consortium; and

h) Copy of the MoU as per the format enclosed at Annexure 4, in case of a Consortium.

i) In case RFQ document is downloaded, Demand Draft for an amount of Rs.50000/- (Rupees fifty thousand) (equivalent to US$1300) (as per paragraph 9 of invitation to qualification) as non refundable fee in favor of �The Pradeshiya Industrial & Investment Corporation of UP Ltd., payable on any scheduled bank in Lucknow, Uttar Pradesh for RFQ procurement

The envelopes shall clearly bear the following identification:

�Application for Qualification: Project __________________Contract Package No./Road Section ___________�

The envelope shall be addressed to:

The Principal Secretary,Infrastructure Development Department, GoUP & MD, PICUP



The Pradeshiya Industrial & Investment Corporation of U.P. Ltd. (PICUP) PICUP Bhawan, Vibhuti Khand Gomti Nagar, Lucknow-226010

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

Further, all copies of every Application must be submitted in a hard-bound form (spiral-bound form, loose form, etc. will be not accepted) with all pages numbered serially, along with an index of submissions. Applicants are required to submit all details only on issued or downloaded RFQ document. In the event, any of the instructions mentioned herein have not been adhered to, GoUP will reject the Application.

2.3.6 Application Due Date

Applications should be submitted before 1300 hours IST on 22.11.2007, at the address provided in Clause 2.3.5 above in the manner and form as detailed in this RFQ. Applications submitted by either e-mail, facsimile transmission or telex would not be acceptable. Applications submitted after the time stated above will be rejected.

GOUP may, in exceptional circumstances, and at its sole discretion, extend the Application Due Date by issuing an Addendum in accordance with Clause 2.2.3.

2.3.7 Modifications/ Substitution/ Withdrawal of Applications

The Applicant may modify, substitute, or withdraw its Application after submission, provided that written notice of the modification, substitution, or withdrawal is received by GOUP by the Application Due Date. No Application shall be modified, substituted, or withdrawn by the Applicant after the Application Due Date.

The modification, substitution, or withdrawal notice shall be prepared, sealed, marked, and delivered in accordance with Clause 2.3.5 and Clause 2.3.6, with the envelopes being additionally marked �MODIFICATION�, �SUBSTITUTION� or �WITHDRAWAL�, as appropriate.

2.4 Evaluation of Application

2.4.1 General

GOUP would open the Applications on any working day after Application Due Date, for the purpose of evaluation. Applications for which an acceptable notice of withdrawal has been submitted in accordance with Clause 2.3.7 shall not be opened. GoUP would subsequently examine and evaluate Applications in accordance with the criteria set out in Section III. GoUP reserves the right to reject any Application if:

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

b) The Applicant does not respond promptly and thoroughly to requests for supplemental information required for the evaluation of the Application.

2.4.2 Confidentiality

Information relating to the examination, clarification, evaluation, and recommendation of the Pre-Qualified Applicants shall not be disclosed to any person not officially concerned with the process. GoUP will treat all information submitted as part of Application in confidence and would require all those who have access to such material to treat the same in confidence. GoUP will not divulge any such information unless it is ordered to do so by any authority that has power under law to require its disclosure.



2.4.3 Tests of Responsiveness

Prior to evaluation of Applications, GoUP will determine whether each Application is responsive to the requirements of the RFQ document. An Application shall be considered responsive if the Application:

a) Is received /deemed to be received by the Application Due Date including any extension thereof pursuant to Clauses 2.3.6 and 2.2.3;

b) Is signed, sealed and marked as stipulated in Clauses 2.3.4 and 2.3.5;

c) Is accompanied by the Power(s) of Attorney as specified in Clause 2.1.2;

d) Contains all the information as requested in the RFQ;

e) Contains information in formats same as those specified in this RFQ;

f) Mentions the validity period as set out in Clause 2.3.3;

g) Is accompanied by the MoU (for Consortium and specific to the Project) as stipulated in Clause 2.1.2;

h) Is accompanied by (i) non- refundable fee of Rs 50,000 (Rupees Fifty Thousand only), in case the same has not been paid earlier or (ii) a receipt for such payment.

GoUP reserves the right to reject any Application which is non-responsive and no request for alteration, modification, substitution or withdrawal shall be entertained by GoUP in respect of such Applications.

2.4.4 Clarifications

To facilitate evaluation of Applications, GoUP may, at its sole discretion, seek clarifications in writing from any Applicant regarding its Application.

2.4.5 Short-Listing and Notification

After the evaluation of Applications, GoUP would announce a list of Applicants who have been pre-qualified for participating further in the process. The Pre-Qualified Applicants will be notified in writing by Govt of UP. At the same time, GoUP would notify the other Applicants that their Applications have been unsuccessful. The Pre-Qualified Applicants will be requested to submit a detailed Proposal in the form and manner to be set out in the RFP document.



Section III. Criteria for Evaluation

3.1 Evaluation Parameters

3.1.1 The Applicant�s competence and capability is proposed to be established by the following parameters:

(a) Experience as Developer (Refer Form IVC-1 and 4C-2)

(b) Financial Capability in terms of Net Worth and Cash Accruals (Refer Form IVD)

3.1.2 On each of these parameters, the Applicant would be required to meet the evaluation criteria as detailed in this Section. Any Applicant meeting all the criteria will, subject to Clause 3.8, be qualified to submit its Proposal for the Contract Packages under the Project.

3.2 Eligible Experience

3.2.1 The following categories of experience would qualify as Eligible Experience:

Category 1: Developer Experience in the Road sector

Category 2: Developer Experience in Core Infrastructure Sector

For the purpose of this document:

Road sector would be deemed to include roads, highways, expressways, bridges, airfields, tunnel for roads and railways (other tunnels are excluded);

Core Infrastructure sector would be deemed to include power, telecom, ports, railways, industrial parks and other such parks, petroleum and natural gas, petrochemicals, steel, cement, fertilizers, mining, pipelines, irrigation, water supply and sewerage, township and real estate and tunnels for other sectors.

Eligible Experience would be measured only for Eligible Projects as given below.

3.2.2 For a Project to qualify as an Eligible Project the minimum threshold size is given in the Table 1 below:

Table 1: Threshold Size for Eligible Projects

Project Category Threshold Size as a percentage of the Total Project Cost (TPC)

Category 1 10% of Total Project Cost (TPC)

Category 2 15% of Total Project Cost (TPC)

For any Project to be considered as Eligible Project, under both categories, it should have been completed / substantially (80%) completed during the 10 year period immediately preceding the Application due date. The escalation factors for relevant projects under both categories are given below.

Total Project Cost would be the summation of indicative value of the Contract package as at point no 1.1.1 of Section 1 for one, all or combination of contract packages for the purpose of this document.



Year Escalation Factor

2005-06 and 2006-07 1

2004-05 1.1

2003-04 1.21

2002-03 1.33

2001-02 & Earlier 1.46

Eligible project = Project cost (in crores) * Escalation factor

Total Score = sum of the eligible projects

Dates to be used for foreign currency conversion

For foreign currency conversion rate, the exchange rate (RBI reference rate) as was applicable at the time of completion / substantial completion of the project shall be taken. The Applicant should submit proof of the applicable exchange rate along with the proposal.

3.2.3 An Applicant quoting experience as Developer of a Project should have a minimum 26% shareholding in the Project at the time of completion / substantial completion of that Project.

3.2.4 Applicant shall quote experience in respect of a particular eligible Project under any one category only, even though the Applicant (either individually or along with a member of the Consortium) may have played the role of both in the cited Project.

3.2.5 In the event that two or more members of a Consortium have participated in the same Project as Developers, only one member should mention the Project. In case more than one Member mentions the same Project, the experience of the Member having the higher equity holding at the time of commissioning of the Project shall be considered and the experience of the other Member(s) shall not be considered for the purpose of evaluation.

3.3 Qualification Criterion for Experience

Any Applicant who achieves an Experience Score of 50% or above of Project Cost (Threshold Experience Score) for the Project for which it has submitted its proposal would be deemed to meet the experience criterion for the Project for which it has submitted its Application.

3.4 Details of Experience

3.4.1 The Applicant should furnish the details of Eligible Experience as on Application Due Date.

3.4.2 The Applicant should furnish adequate evidence to support its claim as per Form IVC-1.

3.4.3 The Applicants must provide the necessary information as per Form IVC-2.

3.5 Financial Capability

3.5.1 Financial Capability of the Applicants would be judged on the basis of the following:



a. Net Worth : The Net Worth of the bidder as per the latest Audited Accounts would be required to demonstrate (Refer Form IVD);

b. Cash Accruals : The average cash Accruals (Profit after tax + depreciation) of the bidder of the last three financial years (Refer Form IVD). Also the Cash Accruals of the individual members of the Consortium, or the sole Bidder should be positive for each of the last 3 financial years.

(In case of consortium, the Net Worth and Cash Accruals would be a summation of net worth of the individual members of the consortium)

Dates to be used for foreign currency conversion rate:

For conversions, the exchange rate would be the exchange rate (RBI rate) as applicable 28 days prior to Application Due Date. The date and the exchange rate used must be mentioned.

3.5.2 The Pre-qualification Response Sheets must be supported by a certificate from the Applicant�s statutory auditor.

3.5.3 The Application must be accompanied by the audited Balance Sheet and Profit and Loss Account of the Applicant (of each member in case of a consortium) for the last three (3) Financial Years.

3.6 Evaluation Criteria for Financial Capability

For the purpose of financial qualification, an Applicant would be required to demonstrate the Threshold Financial Capability measured on the following criteria:

a) The Net Worth of the Bidder (either sole or consortium) as per the latest Audited Accounts should be at least 10% of the Total Project Cost of the Project for which the Application has been submitted.

b) The cumulative cash Accruals of the bidder (either sole or consortium) of the last 3 audited financial years should be at least 10% of the Total Project Cost of the Project for which the Application has been submitted. In addition, the cash accruals of the individual members of the Consortium, or the sole Bidder should be positive for each of the last 3 financial years.

The Bidders to note that the Average cash Accruals may be calculated by taking into consideration the period of financial year.

3.7 Evaluation Criteria for a Consortium

3.7.1 In case the Applicant is a Consortium, Technical Capability and Financial Capability would be taken as an arithmetic sum of the Technical Capability and Financial Capability of each member of the Consortium. The Consortium would be required to meet the threshold criteria on the basis of aggregate figures subject to provisions of Clause 3.3 and Clause 3.6.

3.7.2 The consortium would need to specify a Lead Member for the Project as detailed in Clause 2.1.2.

The Lead Member would be required to:

a) Demonstrate at least 50% of the Threshold Technical Experience Score for the consortium as specified in Clause 3.3;

OR



b) Demonstrate at least 50% of Threshold Financial Capability for the consortium as specified in Clause 3.6;

And

c) Commit to hold a minimum equity stake equal to 51% of the aggregate shareholding of the Consortium in the SPV at all times during the Concession period.

3.7.3 In case of a Member of the Consortium, who is not a Lead Member, would be required to commit to hold a minimum equity stake equal to 10% of the aggregate shareholding of the Consortium in the Project at all times during the Concession Period.

3.8 Disqualification

Even if the Applicants meet the above criteria, they are subject to be disqualified if the Applicants or any of their constituent partners have:

i) Made misleading or false representations in the forms, statements and attachments submitted; or

ii) Records of poor performance during the last 5 years, as on the date of application such as abandoning work, rescinding of contract for which the reasons are attributable to the non-performance of the Contractor, inordinate delays in completion, consistent history of litigation / arbitration awarded against the Applicant or any of its constituents or financial failure due to bankruptcy, etc. The rescinding of contract of a joint venture on account of reasons other than nonperformance, such as most experienced partner (Major partner) of joint venture pulling out, court direction leading to breaking up of a joint venture before the start of work, which are not attributable to the poor performance of the Contractor, will, however, not affect the pre-qualification of the individual partner; or iii) Shown poor performance in the implementation of works of GoUP Agencies;

iv) Been debarred by GoUP or any other Government of India Agency; or

v) In case of a proprietary firm, partnership firm or a Joint Venture, the following are the disqualifications

If, any of the partners or the proprietor is debarred by GoUP or any other Government of India Agency;

If, any of the partners or the proprietor has a criminal history or has been convicted by any court of law for any of the offences under any governing laws; or

If, any criminal proceeding is pending in any court of law in any jurisdiction against any of the partners or a proprietor and if any such proceeding culminates into conviction.



Section IV. Format for Application



FORM IVA � FORMAT FOR APPLICATION

[Date] The Principal Secretary Infrastructure Development Department, GoUP & MD, PICUP The Pradeshiya Industrial and Investment Corporation of U.P. Ltd. (PICUP) PICUP Bhawan, Vibhuti Khand Gomti Nagar, Lucknow-226010 Uttar Pradesh India

Dear Sir,

Sub: Expressway Project to be Executed on Public Private Partnership (PPP) Basis [��..Name/s of the Contract Package and Package No/s��]

1. We, the undersigned duly authorized to represent and act on behalf of [------------------------------] (�the Applicant�), and having reviewed and fully understood all information provided in the pre-qualification documents (RFQ document), hereby apply to be prequalified as a Pre-Qualified Bidder for the above Project.

2. We are hereby submitting our Application including the following:

a) Covering letter stating clearly the validity of the Application (Refer Section IV, Form IVA - Format for Application);

b) Details of the Applicant in the prescribed format (Refer Section IV, Form IVB � Details of Applicant) along with supporting documents;

c) Technical Experience of the Applicant in the prescribed format (Refer Section IV, Form IVC -1 � Technical Experience details);

d) Details of the Eligible Projects in the prescribed format (Refer Section IV, Form IVC-2� Eligible Projects details);

e) Financial Capability of the Applicant (Refer Section IV, Form IVD � Details of Financial Capability);

f) Power of Attorney as per the format enclosed at Annexure 3, for signing authority

g) Power of Attorney as per the format enclosed at Annexure 4, in case of Consortium; and

h) Copy of the MoU as per the format enclosed at Annexure 5, in case of Consortium

i) In case RFQ document is downloaded, Demand draft dated------------ for an amount ofRs.50000/-(Rupees fifty thousand)in favour of The Pradeshiya Industrial & Investment Corporation of U.P Ltd. drawn on -------------- payable at Lucknow as non refundable fee for RFQ procurement

3. Our Application is valid till [--date in figures and words--] i.e one year from the Application due date.

4. The Lead Member of Applicant is [ -----------------]. [In case of a Consortium only]



5. The GoUP and its authorized representatives are hereby authorized to conduct any inquiries or investigations to verify the statements, documents, and information submitted in connection with this application, and to seek clarification from our bankers and clients regarding any financial and technical aspects. This Letter of Application will also serve as authorization to any individual or authorized representative of any Entity referred to in the supporting information, to provide such information deemed necessary and requested by yourself to verify statements and information provided in this application, or with regard to the resources, experience, and competence of the Applicant.

6. We understand that;

a. All information submitted under this Application shall remain binding upon us at the time of bidding; and

b. GoUP may in their absolute discretion reject or accept any Application, cancel the pre-qualification process, and reject all Applications.

7. We declare that all statements made by us and all the information pursuant to this Letter of Application are complete, true and accurate to the best our knowledge and beliefs.

For and on behalf of (name of Applicant or Lead Member of a consortium)

Signed ��

Name ��



FORM IVB-DETAILS OF THE APPLICANT

1. Details of Applicant

a) Name

b) Country of incorporation

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

d) Date of incorporation and/or commencement of business

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

3. Details of individual(s) who will serve as the point of contact /communication within the Company:

a) Name :

b) Designation :

c) Company :

d) Address :

e) Telephone Number :

f) E-Mail Address :

g) Fax Number :

4. Name, Designation, Address and Phone Numbers of Authorized Signatory of the Applicant:

a) Name :

b) Designation :

c) Address :

d) Phone Number :

e) Fax Number :

f) E-Mail :

5. In case of a Consortium:

5.1 the information above (1-4) should be provided for all the members of the consortium.

5.2 information regarding role of each member should be provided as per table below:

Sl. No. Name of Member Role*

*Specify whether Lead Member or Member



FORM IVC-1-TECHNICAL EXPERIENCE DETAILS

Technical Experience of The Applicant

Name of Member...................... Role of Member.....................

Name of the Contract Package/s��. Contract Package no/s��.

Category 1

Project Name Experience in Rs. Crores (a)

Escalation Factor (b)

Experience Score (a*b)

Category 2

Project Name Experience in Rs. Crores (a)

Escalation Factor (b)

Experience Score (a*b)

Total Score = (Sum of all Experience Scores)

The Applicant shall also provide a summary of its Total Experience score as under:

Name of the Member Role Experience Score

Sole Applicant/ Member 1

Member 2

Member 3

Member 4

Total Experience Score

Category 1 (Experience in Road Sector) and Category 2 (Experience in Core Infrastructure Sector)

For each Project submit Form IVC-2

The Applicant should provide the experience details of projects undertaken by it only. Project Experience of the Applicant�s parent company or its subsidiary (who are not Member of the Consortium) will not be considered.

In case Applicant is a consortium, the above information should be provided for each member.



In Role of Member specify whether Single Applicant, or in case of consortium specify whether Lead Member or Member.

FORM IVC-2- ELIGIBLE PROJECT DETAILS


Project Name: Category................................

(in Rs. crores)

Refer Instruction

Applicant to fill up the Details here

Category

4

Title & Nature of the Project

Entity for which the project was Developed/ Constructed

6

Location

Project Cost / Certified Billing

7 Date Cost in original currency

Exchange rate

Rs equivalent

Date of Commencement of Project / Contract

Date of Completion / Commissioning

8

Equity Shareholding

9

Equity Shareholding Experience

10

Instructions:

1. Applicants are expected to provide information in respect of Eligible Projects in this section. The Projects cited must comply with the eligibility criteria specified in section III, Clause 3.2. Information provided in this section is intended to serve as a back up for information provided in accordance with Form IVC-1.

2. A separate sheet should be filled for each of the Eligible Projects.

3. Role of Member would be Sole Applicant or in case of consortium would be Lead Member or Member.

4. Category of the projects would be Category 1 (Experience in Road sector), Category 2 (Experience in Core Infrastructure Sector).



5. Figures may be provided for the past 10 years immediately preceding the Application due date.

6. Projects carried out for: Government Agency (Concession Grantor, Counterparty to PPA, etc.) / Self or own company (parent company / group company). Details such as name, address and contact details need to be provided.

7. For Developer experience, Project Cost should be provided.

8. For Developer experience, date of commissioning should be provided.

9. For Developer experience, the equity shareholding of the Applicant in the project as on date of commissioning needs to be given.

10. For Developer experience, the applicant has to provide his status in the project i.e Lead Member or Member as applicable on the date of commissioning of the project.

11. Certificate from the Applicant�s statutory auditor in case of Development projects must be furnished stating the following details:

a. Date of completion or substantial completion (80%) / date of commissioning of the project

b. Certified cost of project/expenditure in case of project being claimed as eligible project under substantially completed

c. Equity shareholding as on date of commissioning (only for Project Development experience).

12. In case above figures are in any other currency than INR then the figures must be certified by a Chartered Accountant registered in India indicating the figures in INR as per the conversion rate mentioned at Para 3.2.2.It should be noted that in the absence of any one

of the above, the information would be considered inadequate and would lead to exclusion of the relevant project in computation of the Experience score.



FORM IVD � DETAILS OF FINANCIAL CAPABILITY

Financial Capability of the Applicant (to be submitted by each member of the consortium)


Name of contract package/s��.. Contract package no/s��.

(Equivalent INR Crores)

Sl. No.

Financial information in Rupee equivalent

2005-06 2004-05 2003-04

1 Total Current Assets

2 Paid up Equity

3 Reserves (excluding Revaluation Reserves & Special Reserves if any)

4 Miscellaneous Expenditure not written off

5 Total Current Liabilities

6 Depreciation

7 Profit After Tax

8 Other Non Cash Expenses *

9 Net Worth = (Paid up equity + Reserves) � Revaluation Reserves + Miscellaneous Expenditure not Written Off)

10 Cash Accruals = (Profit after Tax + Depreciation)

* details of the items included in the non cash expenses have to be provided.

This information should be extracted from the latest audited Balance Sheet and be certified by the Statutory Auditor. Certification from any other person who is not the Statutory Auditor would not be accepted. In case above figures are in any other currency than INR then the figures must be certified by a Chartered Accountant registered in India indicating the figures in INR as per the conversion rate mentioned at Para 3.5.1.

The Applicant should provide the Financial Capability of its own. Financial Capability of the Applicant�s parent company or its subsidiary (who are not members of the Consortium) will not be considered.

In Role of Member specify whether Single Applicant, or in case of consortium specify whether Lead Member or Member.



ANNEXURE 1

BRIEF PROJECT DETAILS

1. Introduction

The Uttar Pradesh (UP) is the most populous state in the country accounting for 16.4 per cent of the country�s population. It is also the fourth largest state in geographical area covering 9.0 per cent of the country�s geographical area, encompassing 240.93 lakhs hectare. Garlanded by the Ganga and Yamuna, Uttar Pradesh is surrounded by Bihar in the East, Madhya Pradesh in the South, Rajasthan, Delhi, Himachal Pradesh and Haryana in the west and Uttaranchal in the north and Nepal touch the northern borders of Uttar Pradesh.

1.1 Marginal Embankment Along Left Bank of River Ganga

Every year the state faces flooding of Ganga on left bank, resulting in loss of usable land, life and property. To mitigate this problem UP Irrigation department has proposed the construction of a Marginal Bund along left bank of Ganga from Narora to UP/Bihar Border (Ghazipur).

Expressway Over Marginal Embankment

The UP Government has decided to utilize the marginal bund for constructing an access controlled 8-lane Expressway. The Expressway will run from Greater NOIDA (Taj Exp.) to Narora over normal Embankment and from Narora to UP/Bihar Border (Ghazipur) on proposed Marginal Embankment along left bank of river Ganga.

The Expressway over Marginal Embankment will pass through Badaun, Shahjhanpur, Hardoi, Unnao, Kanpur, Rae Bareli, Pratapgarh, Allahabad, St. R D Nagar, Varanasi and Ghazipur- Ballia.

The present routes carry the traffic passing through various important cities of UP along its length. There is phenomenal increase in settlements and developmental activities in and around these existing routes leading to congestion and resulting in more travel time.

To cater to the future increased traffic demands there is need to provide an alternative route. The UP Government has decided to construct an 8-lane Expressway from Greater NOIDA - UP/Bihar Border (Ghazipur- Ballia) with controlled access.

2.0 Benefits

The project will have multiple benefits. It will provide flood protection to large population and number of villages along river Ganga from Narora to UP/Bihar Border (Ghazipur) and facilitate construction of all weather high speed access controlled expressway on top of the bund which will decongest the increasing traffic on the existing network of roads. This expressway will also reduce the travel time substantially and it is expected that the journey from Greater NOIDA to UP/Bihar Border (Ghazipur) can be covered in 10 to 12 hrs. In addition this expressway will provide other benefits like:

Fast and safe connectivity resulting in savings in Fuel, Travel time and Total Transportation Cost to Society

Employment opportunity to people

Development of local industry, agriculture and handicrafts

Development of tourism and pilgrimage



Transporting, processing and marketing of agricultural products

Reduction in accidents

Reduction in pollution

Opening up of opportunities for new occupations

Better approach to Medical & Educational services and quick transportation of Perishable goods like Fruits, Vegetables and Dairy products

Improved quality of life for people and so on

3.0 Starting And End Points of Expressway

Starting Point: Greater NOIDA

(At 10 km apprx. from starting point of Taj Expressway)

End Point : UP/Bihar Border (Ghazipur- Ballia)

(Merging with NH-19 on left side of river Ganga)

The alignment from Greater NOIDA to Narora traverses in plain area over normal Embankment. The alignment from Narora to UP/Bihar Border (Ghazipur) follows the Marginal Bund which needs to be aligned in such a way so as to provide smooth geometry suitable for the high speed Expressway. At locations where river meanders the alignment may have to be adjusted so as to avoid sharp loops of the river and provide proper geometric profile.

The alignment of the proposed expressway is shown in the enclosed Fig. 1.

4.0 Districts Linked By The Alignment:

The expressway route will link following districts:

S.No. District Population (2001 Census)

1 Gautam Budh Nagar 12, 02,030

2 Bulandshahr 29, 13,122

3 Aligarh 29, 92,286

4 Budaun 30, 69,426

5 Etah 27, 90,410

6 Shahjahanpur 25, 47,855

7 Farrukhabad 15, 70,408

8 Hardoi 33, 98,306

9 Kannauj 13, 88,923

10 Unnao 27, 00,324

11 Kanpur 57, 31,335

12 Rae Bareli 28, 72,335

13 Pratapgarh 27, 31,174

14 Allahabad 49, 36,105

15 Sant Ravidas Nagar 13, 53,705

16 Varanasi 31, 38,671

17 Mirzapur 21,16,042



18 Chandauli 16,43,251

19 Ghazipur 30,37,582

TOTAL 5,21,33,290

5.0 Structures Proposed Along the Expressway

The proposed expressway will be crossing the existing MDR/ ODR/ Canals and major rivers where major structures structure such as bridges, interchanges, Grade separators, ROB�s underpasses etc. will be required:

Location S.No Structure Type

Nearest Place District

1 Eastern Peripheral Expressway crossing

Dadri Ghaziabad

2 MDR/ ODR crossing Dadri Gautam Budh Nagar

3 Ganga Canal crossing Dadri Gautam Budh Nagar

4 MDR/ ODR crossing Sikandrabad Bulandshahr

5 MDR/ ODR crossing Sikandrabad Bulandshahr

6 MDR/ ODR crossing Bulandshahr Bulandshahr

7 SH crossing Bulandshahr Bulandshahr

8 Upper Ganga Canal crossing Bulandshahr Bulandshahr

9 ROB crossing Bulandshahr Bulandshahr

10 SH crossing Bulandshahr Bulandshahr

11 SH crossing Anupshahr/ Rajghat Bulandshahr

12 Upper Ganga Canal crossing Ramghat Bulandshahr

13 MDR/ ODR crossing Ramghat Bulandshahr

14 ROB crossing Naraura Bulandshahr

15 Ganga crossing Naraura Bulandshahr

16 SH crossing Naraura Bulandshahr

17 MDR/ ODR crossing Gunnaur Budaun

18 MDR/ ODR crossing Sahaswan Budaun

19 ROB crossing Bitroi Budaun

20 SH crossing Bitroi Budaun

21 MDR/ ODR crossing Kakora Budaun

22 MDR/ ODR crossing Usaihat Budaun

23 MDR/ ODR crossing Mirzapur Shahjahanpur

24 MDR/ ODR crossing Mirzapur Shahjahanpur





25 MDR/ ODR crossing Bet.Amritpur & Allahganj

Farrukhabad

26 SH crossing Bet. Allaha ganj & Amritpur

Farrukhabad

27 Ram Ganga crossing Ram Ganga (Near Allahganj)

Farrukhabad

28 Ram Ganga crossing Ram Ganga (Near Allahganj)

Farrukhabad

29 MDR/ ODR crossing Near Allahganj Farrukhabad

30 MDR/ ODR crossing Harpalpur Hardoi

31 MDR/ ODR crossing Sandi Hardoi

32 MDR/ ODR crossing Near Madhoganj Hardoi

33 MDR/ ODR crossing Near Madhoganj Hardoi

34 MDR/ ODR crossing Above Bilhaur Hardoi

35 MDR/ ODR crossing Bangaramau Unnao

36 MDR/ ODR crossing Pariar Unnao

37 MDR/ ODR crossing Pariar Unnao

38 ROB crossing Magarwara Unnao

39 NH-25 crossing Unnao Unnao

40 MDR/ ODR crossing Near Bhagwant Nagar

Rae Bareli

41 MDR/ ODR crossing Sareni Rae Bareli

42 MDR/ ODR crossing Lalganj Rae Bareli

43 SH crossing Dalmau Rae Bareli

44 MDR crossing Allahabad Allahabad



47 MDR crossing Lalgopal Ganj Pratapgarh

48 NH-96 crossing Lalgopal Ganj Pratapgarh

50 ROB crossing Allahabad Allahabad


52 NH-2 crossing Allahabad Allahabad

53 SH crossing Allahabad Allahabad


55 MDR crossing Bhiti Allahabad





56 MDR crossing Bhiti Allahabad

57 MDR crossing Gyanpur Allahabad

58 MDR crossing Gopiganj St. Ravidas Nagar

59 MDR crossing Gopiganj St. Ravidas Nagar

60 ROB crossing Madho Singh St. Ravidas Nagar

61 SH crossing Madho Singh St. Ravidas Nagar

62 MDR crossing Kachhwa Varanasi

63 MDR crossing Chupar Varanasi

64 MDR crossing Chupar Varanasi

65. Ganga Crossing Varanasi Varanasi

66. SH Crossing - Mirzapur

67. ROB Crossing Hamidpur Chandoli

68. ROB Crossing Shahupuri Chandoli

69. MDR Crossing Mawai Chandoli

70. Ganga Crossing Mustafabad Varanasi

71. MDR Crossing Chhitauni Varanasi

72 MDR Crossing Chhitauni Varanasi

73 MDR Crossing Ghazipur Ghazipur

In addition to the above, the expressway would require construction of 256 Minor Bridges, 235 Underpasses and 1690 Culverts.

6.0 Proposed Links

Following links are proposed to be connected with the expressway:

Link No. Nodal Points Connected Length Of Link (Km) Location W.R.T. Expressway

Link-1 Farrukhabad 3 Km (Including Ganga

Bridge) Right

Lucknow 77 Km (Existing Network) Left

Link-2 Bilhaur (Kanpur Urban)

3 Km (Including Ganga Bridge

Right

Anrai (St. R.D.Nagar) 2 Km (Nh-2) Left

Link-3 Mirzapur

10 Km (Including Ganga Bridge Right



7.0 Major Construction Volumes

Sl. No. Item Unit Total Quantity*

1 Bridge/Interchange/ROB Structures sqm 2,345,650

2 Underpasses sqm 49,527

3 Culverts nos. 1,870

4 Embankment Construction cum 351,003,500

5 Road Pavement km 925

6 Service Roads km 2,994

7 Protection works (i.e. Launching Apron, Toe Wall, Stone Pitching & Filter etc.)

cum 29,228,920

8 Toll Plazas nos. 20

*The quantities given here are approximate and indicative only.

Besides the above the Works will involve development of way-side amenities along the expressway, road safety and road apputenances, illumination of expressway, horticulture and land scaping, turfing of high embankment etc.



Figure 2



ANNEXURE 2

FORMAT FOR THE POWER OF ATTORNEY FOR SIGNING OF APPLICATION

Power of Attorney

Know all men by these presents, we ____________________(name and address of the registered office of the Sole Applicant / Lead Member) do hereby constitute, appoint and authorize Mr. / Ms. __________________R/o ___________(name and address of residence) who is presently employed with us and holding the position of ______________as our attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to the bid of the consortium consisting of _____,_________ and ________(please state the name and address of the members of the consortium) for the Project of [Name of the Stretch and Package Number] to be executed as BOT (Toll) Project on DBFO pattern under Ganga Expressway Project in the State of Uttar Pradesh known as the Project (the �Project�), including signing and submission of all documents and providing information / responses to the Department of Infrastructure Development, Government of Uttar Pradesh, representing us in all matters in connection with our bid for the said Project.

We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall and shall always be deemed to have been done by us.

For

(Signature)

(Name, Title and Address)

Accept

��.(Signature)

(Name, Title and Address of the Attorney)

Notes:

� To be executed by the sole Applicant or the Lead Member in case of a Consortium.

� The mode of execution of 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.

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



ANNEXURE 3

FORMAT FOR POWER OF ATTORNEY FOR LEAD MEMBER OF THE CONSORTIUM

Power Of Attorney

Whereas the Department of Infrastructure Development, Government of Uttar Pradesh has invited applications from interested parties for Project of [Name of the Stretch and Package Number] to be executed as BOT (Toll) Project on DBFO pattern under Ganga Expressway Project in the State of Uttar Pradesh known as the Project (the �Project�) for a specified concession period (the �Concession Period�).

Whereas, the members of the Consortium are interested in applying for the Project and implementing the Project in accordance with the terms and conditions of the Request for Qualification (RFQ), and other subsequent documents such as the Request for Proposal (RFP), Concession Agreement and other connected documents in respect of the Project, and

Whereas, it is necessary under the RFQ 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 Application for the Project or in the alternative to appoint one of them as the Lead Member who, acting jointly, would have all necessary power and authority to do all acts, deeds and things on behalf of the Consortium, as may be necessary in connection with the Consortium�s Application for the Project.

NOW THIS POWER OF ATTORNEY WITNESSETH THAT:

We, M/s___________ , M/s___________________ , M/s _______________________ and M/s (the respective names of the members along with address of their registered offices) do hereby designate M/s _____________________(name along with address of the registered office) being one of the members of the Consortium, as the Lead Member of the Consortium, to do on behalf of the Consortium, all or any of the acts, deed or things necessary or incidental to the Consortium�s Application for the Project, including submission of Application, participating in conference, responding to queries, submission of information / documents and generally to represent the Consortium in all its dealings with the Department of Infrastructure Development, Government of Uttar Pradesh, any other Government Agency or any person, in connection with Project until culmination of the process of application, pre-qualification, short listing of bidder and thereafter till the Concession Agreement is entered into with the Department of Infrastructure Development, Government of Uttar Pradesh.

OR

We, M/s ��, M/s��., M/s. ��.. and M/s��(the respective names and addresses of the registered office) do hereby designate M/s _______________________ (name and address of registered office) being one of the members of the Consortium as the Lead Member, of the Consortium who, acting jointly, shall do, all or any of the acts, deeds or things necessary or incidental to the Consortium�s Application for the Project including submission of application, participating in conferences, responding to queries, submission of information/ documents and generally to represent the Consortium in all its dealings with the Department



of Infrastructure Development, Government of Uttar Pradesh, any other Government Agency or any person in connection with the Project until culmination of the process of application, pre-qualification, short �listing of bidder and thereafter till the Concession Agreement is entered into with the Department of Infrastructure Development, Government of Uttar Pradesh.

We hereby agree to ratify all acts, deeds and things lawfully done by Lead Member our said attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney.

Dated this ______________day of _____________200_.

[Executant(s)]

(To be executed by all the members in the Consortium)

Note:

� 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.

� Also wherever required, the executant(s) should submit for verification the extract of the charter documents and documents such as resolution/ Power of attorney in favour of the person executing this Power of attorney for the designation of power hereunder on behalf of the applicant.



ANNEXURE 4

FORMAT FOR MEMORANDUM OF UNDERSTANDING FOR CONSORTIUM

This Memorandum of Understanding (MoU) entered into this _____day of _______ 200_ at ______

Among

(hereinafter referred as�__________�) and having office at ______________, India Party of the First Part

And

(hereinafter referred as�__________�) and having office at ______________, India Party of the Second Part

And

(hereinafter referred as�__________�) and having office at ______________, India Party of the Third Part

And

(hereinafter referred as�__________�) and having office at ______________, India Party of the Fourth Part

The parties are individually referred to as Party and collectively as Parties.

WHEREAS the Department of Infrastructure Development, Government of Uttar Pradesh has invited Application for Pre - Qualification from entities interested for Project of [Name of the Stretch and Package Number] to be executed as BOT (Toll) Project on DBFO pattern under Ganga Expressway Project in the State of Uttar Pradesh known as the Project (the �Project�) for a specified concession period (the �Concession Period�)

AND WHEREAS the Parties have had discussions for formation of a Consortium for applying for the said Project and have reached an understanding on the following points with respect to the Parties� rights and obligations towards each other and their working relationship.

IT IS HEREBY AS MUTUAL UNDERSTANDING OF THE PARTIES AGREED AND DECLARED AS FOLLOWS:

1. That the Parties will form a Special Purpose vehicle (SPV) with the shareholding commitments expressly stated. The said SPV shall not undertake any other business during the Concession Period, to domicile the Project prior to the start of implementation of the Project.

2. That the aggregate equity share holding of the Parties and their / his Associates, in the issued and paid up capital of the SPV shall not be less than (a) 51% (fifty one percent) thereof during Construction Period, (b) 33% (thirty three percent) thereof during a period of 3 (three) years following the Project Completion Date, and (c) 26% (twenty six percent) thereof, or such lower proportion as may be permitted by the Department of Infrastructure Development, Government of Uttar Pradesh during the remaining Concession Period.

3. That M/s_____________ who is the Lead Members of the Consortium commits to hold a minimum equity stake equal to 51% of the aggregate shareholding of the Consortium in the SPV at all times during the Concession period.



4. That M/s____________, M/s____________, and M/s____________, who are not Lead Members of the Consortium commit to hold a minimum equity stake equal to 10% of the aggregate shareholding of the Consortium in the SPV at all times during the Concession period.

5. That any dilution in the equity holding by the Parties in the SPV shall be as per the provisions of the Concession Agreement.

6. That the shareholding commitments shall be recorded in the Concession agreement and no changes shall be allowed thereof, except in accordance with the provisions of the Concession agreement and the Bidding Document.

7. That the Parties shall carry out all responsibilities as Concessionaire in terms of the Concession agreement.

8. That the roles and the responsibilities of each Party at the stage of Application shall be as follows: ��

9. That the minimum equity holding of each Party (in percentage term) in the SPV shall be as follows:

Name of the Party % of equity capital

.�� .

�� .

10. That the Parties shall be jointly and severally liable for the execution of the Project in accordance with the terms of the Concession agreement.

11. That the Parties affirm that they shall implement the Project in good faith and shall take all necessary steps to see the Project through expeditiously. They shall not negotiate with any other party for this Project.

12. That this MoU shall be governed in accordance with the laws of India and courts in India shall have exclusive jurisdiction to adjudicate disputes arising from the terms herein.

In witness whereof the Parties affirm that the information provided is accurate and true and have caused this MoU to be duly executed on the date and year above mentioned.

��. ��.. ��.

(Party of the first part) (Party of the second part) (Party of the third part)

Witness:

1.

2.