National Highways Authority of India (Ministry of Road Transport & Highways)

Request For Proposal

Procurement of Financial Consultant for Operation & Maintenance of Selected Stretches of National Highways to

be executed as OMT Project (Package 10 to 13)

October 2010

NATIONAL HIGHWAYS AUTHORITY OF INDIA

G – 5 & 6, SECTOR – 10, DWARKA

NEW DELHI – 110 045 INDIA

Telephone: + 91 – 11 – 25074100 Extn. 1359

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I N D E X

Sl. No. Contents Page No.

1. Invitation of Proposal 02

2. Background 04

3. Procurement of Financial Consultant 04

4. Role of Consultants 06

5. Scope of Services 06

6. Qualification requirements for the Firms 08

7. Time line for the services 08

8. Key Personnel 09

9. Fees for Services and Payment Schedule 09

10. General Condition 10

11. Other terms of services 10

12. Contents of Proposal 11

13. Questions concerning proposal requirements 12

14. Submission of Proposals 12

15. Evaluations and Selection Process 12

16. Right of Rejection 13

17. Expenses, ownership & disposition 13

18. Damages for breach of contract obligations 14

19. Termination 14

20. Appendix –A, Format for Financial Proposal 15

21. Draft Contract Agreement 16

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National Highways Authority of India (Ministry of Road Transport & Highways)

INVITATION OF PROPOSALS

Notice Inviting Request for Proposal for Procurement of Financial Consultant for Operation & Maintenance of OMT Package-10 to 13 on

Operation, Maintenance and Transfer (OMT) basis from empanelled financial consultants

1) National Highways Authority of India (NHAI) desires to procure Financial Consultant for Operation & Maintenance of the following stretches of National Highways on Operation, Maintenance and Transfer (OMT) basis.

S.No OMT Package No.

Name of the Project Stretch Length (Km) approx.

1 10 Kanpur-Lucknow Section (Km 11.005 to Km 75.50) stretch of NH-25, Lucknow Bypass (Km 0.00 to Km 22.85) stretch of NH-56 and Lucknow-Ayodhya Section (Km 8.00 to Km 137) stretch of NH-28

216

2 11 Ayodhya – Gorakhpur Section (Km 135.00 to Km 251.7) of NH-28

116

3 12 Jhansi – Orai Section ( Km 91.00 to Km 220.00 ) of NH-25

131

4 13 Hyderabad- Bangalore Section (Km 211.00 to Km 463.00) of NH-7

252

2) The objective of the project is to successfully develop comprehensive commercial and financial guidance documents to assist NHAI in selection of private sector partner by adopting the Public- Private Partnership structure appropriate for the Project and to continue to assist NHAI through the Concession signing, negotiation, concession implementation process till Commercial Operation Date of the Project.

3) The proposed project team should consist of Financial Expert and Technical Expert which should have minimum qualification and experience as per the RFP.

4) Request for Proposal should be submitted in sealed cover, delivered to the address below at the latest by 1300 hrs. on 10.11.2010 and be clearly marked “Request for Proposal for Appointment of Financial Consultant for Operation & Maintenance of Selected Stretches of National Highways to be executed as OMT Projects (OMT Package 10 to 13)”.

5) The detailed terms & conditions are available on NHAI’s website www.nhai.org . Interested empanelled financial consultants may obtain further information at the address below:

Address for Communication:- General Manager (CM-I) National Highways Authority of India, G-5&6, Sector-10, Dwarka, New Delhi-110 075 Phone:+91-11-25074100/200 Extn. 1359/2615 Telefax: +91-11-25074100/200 Extn. 2557 E-mail: skgoyal@nhai.org Website: http://www.nhai.org

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National Highways Authority of India (Ministry of Road Transport & Highways)

Back Ground OF PROPOSALS (INTERNATIONAL COMPETITIVE BIDDING)

For Procurement of Financial Consultant for Operation & Maintenance of Selected Stretches of National Highways to

be executed as OMT Projects (Package 10 to 13)

1. BACKGROUND The National Highways Authority of India (NHAI) has been given mandate for the development, maintenance and management of such of the National Highways as entrusted to it by the Government. Under PPP programme, the Government has decided to undertake operation and maintenance of some of the existing and near completion four lane highways through OMT (Operate, Maintain & Transfer) Concession. These projects are to be executed by private entrepreneurs as OMT Concessionaires. NHAI invites proposals for providing financial consultancy services for facilitating the award of OMT Concessions on the following selected stretches. The services of the Financial Consultant will be required intermittently till the stretch achieves COD. This is expected to last for a period of about nine to twelve months. The Financial Consultant engaged by NHAI will assist in all matters related to achievement of COD of the stretch including the warranties and undertakings required to be obtained from various project players at various stages and carrying out the “Due diligence” on behalf of NHAI as the Project Owner’s Consultant. The entire range of activities given in ‘Scope of Services’ mentioned hereinafter are required to be carried out by the Financial Consultant. The Consultants are required to submit proposal for formulation of RFQ/RFP documents for procurement of OMT Concession Agreement and application for attainment of OMT Concession Agreement for the given project stretches. However, NHAI has a right to add or reduce the number of project stretches.

Pacakge No.

Project Stretch Length (km)

10

Kanpur-Lucknow Section (Km 11.005 to Km 75.50) stretch of NH-25, Lucknow Bypass (Km 0.00 to Km 22.85) stretch of NH-56 and Lucknow-Ayodhya Section (Km8.00 to Km 137) stretch of NH-28

216 Kms Appx.

11 Ayodhya – Gorakhpur Section (Km 135.00 to Km 251.7) of NH-28

116 Kms Appx.

12 Jhansi – Orai Section ( Km 91.00 to Km 220.00 ) of NH-25

131 Kms Appx.

13 Hyderabad- Bangalore Section (Km 211.00 to Km 463.00) of NH-7

252 Kms Appx.

The project stretch will be operated and maintained under an OMT concession following the provisions of MCA (OMT) document. The concessionaire will have the responsibility for operation & maintenance for a period of 4 - 9 years (the concession period) during which he will collect and retain user fees (toll) from the classified users of the highway.

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The concession agreement will be based on a Model Concession Agreement (MCA) developed for Operation & Maintenance of Highways.

OMT Bids will be invited from pre-qualified bidders. The pre-qualified bidders will be invited to submit the OMT bids for the project in response to a Request for Proposal (RFP) document, which will be prepared by the Financial Consultant. The RFP document for OMT bids shall comprise instructions to bidders, the draft concession agreement (MCA with approved amendments), and the schedules to the concession agreement.

2. PROCUREMENT OF A FINANCIAL CONSULTANT 2.1 NHAI invites proposals from reputed national and international firms engaged in

financial appraisal, modeling, structuring, etc. in infrastructure projects in PPP formats. They would be required to appraise these projects and assist NHAI in securing private investment through Public- Private- Partnership (PPP) by award of OMT concession on the terms and conditions specified in the model concession agreement.

2.2 RFP documents for the OMT bids issued by NHAI will state that the documents have been prepared after due diligence by the Financial Consultant which would provide comfort to the OMT bidders and help serious and realistic bidding by prospective bidders.

2.3 A single firm shall be appointed as the Financial Consultant for the projects listed in the Table above. In order for the applicant firms to appreciate and understand the whole range of activities involved at various stages of the project development under OMT and the need for coordination with consultants/NHAI in the process, a broad scheme has been given in paragraphs 3 and 4 below.

3. OUTLINE OF ACTIVITIES INVOLVED IN THESE OMT PROJECTS The outline of various activities, from inception to commissioning is as follows: (a) Qualification of Bidders:

NHAI will in the first instance qualify the potential OMT bidders. The Request for Qualification (RFQ) documents shall be issued by NHAI. Only such bidders as meet the qualification requirements will be issued the Request for Proposal (RFP) documents, in response to which they will be required to submit the OMT bids.

(b) Site Data Reports: In order to enable the prospective OMT bidders to prepare and submit a realistic bid, they will be provided with Site Data Report, which will contain inter alia the alignment of the road, the existing facilities and the facilities to be provided, rough cost estimate of the project facilities and major maintenance proposed, the traffic details, the highway inventory details etc. The Site Data Report will fulfill the following other objectives: (i) Defining the project scope: The Technical Schedules of the Draft Concession

Agreement (DCA) document will be prepared on the basis of the Site Data Report. (ii) Financial appraisal: Based on the estimation of cost and revenue potential of

the project as ascertained through the traffic surveys etc., financial appraisal of the project will be done and its adaptability determined.

(iii) Technology options: The constraints of site and project requirements will help the bidders/ concessionaire arrive at technology choice and the associated costs.

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(c) RFP Documents: The RFP document to be issued to the qualified OMT bidders will be a comprehensive document containing (a) the instructions to bidders with regard to preparation, submission, guarantees, evaluation of bids, and award of concession, etc (b) the base concession agreement (i.e. the MCA with approved amendments), (c) project specific technical schedules (i.e the project site, scope, etc which will be sourced from the Site Data Reports , (d) the manual for standards and specifications i.e. IRC:SP-84:2009 with modifications/amendments as required, (e) the draft of other agreements which will form part of the eventual concession agreement (for example escrow agreement etc) whose formats are already available in the MCA subject to such modifications/amendments as suggested by the Financial Consultants and approved by NHAI/ Government .

(d) Pre-bid Conference: A Pre-bid Conference will be held by NHAI about 3 weeks before the bid submission due date during which the clarifications sought by the prospective OMT bidders will be furnished and followed up by issuing formal minutes of the meeting and addendum to RFP, if required.

(e) Receipt of OMT bids and their evaluation : After the bids are received, these will be evaluated as per the criteria laid down in the bidding document. The bidders who are found responsive to the bid conditions and quote the maximum amount of Concession Fee or minimum amount of O&M Support will be considered for award of concession.

(f) Signing of concession agreement: The successful bidder will be issued letter of acceptance (LOA) and within a specified duration of the issue of LOA, he will have to furnish the Performance Bank Guarantee and incorporate a new company called Concessionaire hereafter. The agreement will be signed by NHAI with the Concessionaire.

(g) COD Achievement by the Concessionaire: The Concessionaire will be allowed a period of 45 days from the date of signing the Concession Agreement to achieve COD. The actual concession will begin from this date, i.e. the COD.

(h) Project implementation: The Concessionaire will undertake the project in accordance with the provisions of the concession agreement from the COD. He would appoint O&M contractors and submit copies of the agreements to NHAI (the project agreements). He will mobilise funds for the project. All funds received from various sources and disbursed for various purposes will be routed through an escrow account opened by the concessionaire and NHAI. The Concession Agreement will be administered by an Independent Engineer (IE) appointed by NHAI with the consent of the concessionaire in accordance with the provisions of the concession agreement. User fees on the project stretch are being collected at present by NHAI. After COD the concessionaire will have the right to collect and retain the user fee revenues. However, if the concessionaire fails to achieve COD as per schedule, the concessionaire will be liable to pay damages to the authority for the further period of further 30 days beyond which the Concession Agreement shall attract termination.

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4. ROLE OF CONSULTANTS NHAI will be taking the assistance of reputed consultants in the following way; The Financial Consultants shall be required to engage a technical expert so as to prepare the technical schedules to the concession agreement as necessary for preparing the RFP documents. Based on the Site Data Report prepared by the technical expert, the Financial Consultants will do the financial appraisal, structuring and modeling of the projects and advise NHAI with regard to the likely Concession Fee to be offered by the concessionaire in a competitive bidding procedure. They will prepare the RFQ & RFP documents, assist NHAI in pre bid meetings, RFQ & RFP evaluation and award of concession. They will also advise NHAI on the financing documents, escrow agreements, and other financial matters at the time of COD. At the time of pre-bid meeting and during the bid evaluation process, the Consultant will provide assistance to NHAI on all issues. He will examine and vet all the financing documents, agreements, and other submissions made by the concessionaire after award till COD. As such, the Financial Consultant will be inter alia responsible for activities like preparation of technical schedules through a technical expert, financial appraisal, modeling, finalization of RFQ & RFP documents, replies to pre-bid queries, assistance in RFQ & RFP evaluation, and vetting of the documents submitted by the concessionaire. Besides the Financial Consultant will ask for and receive inputs, as and when required from NHAI in order to adhere to the time line and the requirements of these Terms of Reference. The likely duration of assignments would be 9 to 12 months requiring intermittent inputs

5. SCOPE OF SERVICES The Financial Consultant shall assist NHAI in the entire process leading to the award of OMT concessions as well as the concessionaires achieving the COD after the award, for implementation of each of the projects (listed in the para 1.3 above). He will undertake these services with a multidisciplinary team viz. Technical & Financial to get the necessary inputs from them, do his own due diligence and directly interface with NHAI during the entire process. Various stages of the service are described below:

Stage I : Preparation of Site Data Report and RFQ/RFP documents, Financial appraisal and modeling of the projects, and estimation of likely Concession Fee..

Stage II : Assistance in evaluation of RFQs and preparation of complete Bidding documents

along with all the schedules to the concession agreement. Stage III : Assistance in pre-bid meeting and replies to the pre-bid queries. Stage IV : Assistance in evaluation of RFPs and issue of letter of award. Stage V : Satisfaction of bid conditions before signing of the concession agreement, Stage VI : Satisfaction of conditions precedent by the parties before COD. Stage VII: Review and examination of the financing documents and other agreements to

be submitted by the concessionaire at the time of COD. The Financial Consultant along with Technical Experts will do all the studies, analyses, appraisal, and modeling, prepare all the information, reports, and do the due diligence as required for accomplishing the tasks from stage I to VII, more specifically, but not limited to, the following:

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a) Financial Consultant will review all the provisions of the Model Concession Agreement for OMT, which have a financial bearing on the project. He will evaluate the risks associated with various provisions and factor such risks in his analysis. He will also recommend any modifications or changes that may be required in the model concession agreement from financial angle and submit a Draft Concession Agreement(DCA).

b) He will prepare the Site Data Report and Technical Schedules of DCA through a technical expert. He would examine the technical aspects of the Site Data Report of each of the project stretch through the technical expert, which will contain the project scope and facilities to be provided, preliminary design and costing, traffic reports, etc. He will discuss the cost and revenue projections with NHAI, identify the areas where these projections can go wrong (e.g. due to hidden costs, technology costs, risk premia on certain costs, correctness of traffic and revenue projections, etc) and seek clarifications from the latter as needed so as to arrive at realistic cost and revenue projections.

c) He will review the overall project profile and suggest measures (e.g. changed/additional location of toll plazas, adjustments in project investment phasing, plugging potential revenue leakage sources, etc) subject to the approved policy and basic provisions of the concession agreement, with a view to minimizing the project cost and maximizing the project revenue such that the offered Concession Fee is maximum. Based on such reviews he will suggest an appropriate project strategy.

d) He will carry out 7 days traffic count at each of the toll plaza locations on each of the project stretch in consultation with National Highways Authority of India well in advance and factor this source of revenue in his analysis.

e) Using the project cost and revenue data as provided by the NHAI duly factored in for various risks and uncertainties as well as the market appetite for such projects and expectations of return thereon, he will suggest the financial structuring of the project in terms of debt/equity financing and run a financial model. The outputs of the model will be in the form of project cash flow etc. under different realistic scenarios of costs, revenues and financing options.

f) He will submit the Financial Appraisal Report and the Financial Model to NHAI and supplement, modify or change the model as required by the latter. He will assist/ advise NHAI in getting approval of the Government through SFC/EFC including preparation of replies/ modifications to various documents to comply with the comments of Planning Commission, MoF, MoLA, MoRT&H etc.

g) He will evaluate all RFQ applications and assist/ advise NHAI in preparing the list of qualified bidders.

h) He shall prepare a record of the condition of the road along with the details of road inventory, road furniture, etc as on 7 days prior to the last date for submission of RFP/Bids. A video of the entire stretch as on that date shall also be prepare.

i) He will prepare and submit to NHAI the complete RFP document along with all annexes and schedules duly hard bound 20 sets of RFP document for issuance to the pre-qualified bidders,

j) He will participate in the pre bid meeting and assist NHAI in answering the queries on the financial issues. He will draw up the complete minutes of the pre-bid meeting incorporating therein the addendum to RFP as required. NHAI will issue these minutes/addendum.

k) He will assist NHAI in evaluation of the bids and issue of Letter of Acceptance (LOA).

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l) He will advise NHAI whether the winning consortium has satisfied all the conditions for signing of the concession agreement (e.g. the specified time limit etc.) and advise NHAI accordingly.

m) He will advise NHAI whether both the parties (NHAI and the concessionaire) have satisfied all the conditions required to be fulfilled as per the concession agreement during the period between the signing of agreement and the COD (e.g. performance bank guarantee, escrow agreement etc).

n) He will coordinate with NHAI for ensuring adherence to the time line specified in these TOR.

o) He will ensure that all the relevant technical and financial requirements of the projects are met with.

6. QUALIFICATION REQUIREMENTS FOR THE FIRMS

The applicant firms should demonstrate experience in the following fields: a) The firm should have been short-listed/empanelled in NHAI b) The firm should have accomplished at least one similar project in highway sector of NHAI/ Government of India/ State Government or two infrastructure projects under Government of India/ State Government. The consultants have to submit documentary proof from Client in this regard.

. Or

The firm should have international experience of providing similar types of services for at least one similar highway project or two infrastructure projects under the government setup till financial close. The consultants have to submit documentary proof from Client in this regard.

(All DBFO/BOT/OMT projects relating to National/State Highways shall be treated as similar projects) c) The firm shall have its functional set up at Delhi for the assignment. d) The firm shall have to be associated with a reputed technical expert. The technical

expert shall be a firm (Technical Consultant) who has prepared Feasibility Report of minimum three BOT projects of NHAI under various phases of NHDP.

The applicant firms shall submit short profiles of the projects handled by them indicating therein the details of the information which closely demonstrate the experience in the field stated above along with client’s certificates. The projects handled during the last 5 years will be eligible for consideration. The clients for whom the services were rendered shall be indicated along with the capacity in which the services were rendered (e.g., advisers, fund mangers, consultants, facilitators).

7. TIME LINE FOR THE ASSIGNMENT

A. Evaluation of RFQ : - Draft report Within 21 days of receipt - Final report Within 3 days of receipt of clarifications

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B. Development of technical schedules, financial model and relevant documents : 60 days from date of commencement

C. Preparation of bid document (RFP & DCA) : 90 days from date of commencement D. Addressing the pre-bid queries at RFP stage : Within 3 days\of pre-bid meeting E. Evaluation of RFP : Within 5 days from date of receipt

The above time line is subject to adjustments as required depending upon the progress of various activities.

8. KEY PERSONNEL The Consulting Firm shall field a dedicated team for the required duration. The Team shall comprise the following: Team Leader cum Financial Expert (one no.): He should be holding a very important decision making position in the Firm. He will coordinate all the activities and will have the overall responsibility for the services under these Terms of Reference. He should possess a professional qualification in the Finance discipline, such as an MBA or Chartered Accountant or equivalent and should have not less than 15 years experience in the field of financial appraisal, modeling or such fields as relevant for the requirements of the TOR. He should have handled 3 PPP Highway Projects as Financial Expert. His CV should clearly demonstrate his leadership credentials in the fields relevant for the services with specific mention of the projects handled and his own role therein. Technical Expert (one no.): He should hold a senior position in the Firm. He should possess a professional qualification in the Technical discipline, such as BE/B.Tech in Civil Engg. or equivalent with ME/M.Tech in Highway/Transportation Engg. and should have not less than 15 years post qualification Highway experience. The proposed specialist must have minimum of five years and 3 Highway Projects experience related to Toll Road Concession Agreements/Technical Schedules. His CV should clearly demonstrate his close association in the fields relevant to the services with specific mention of the projects handled and his own role therein.

(Note: The key personnel already involved in other assignments, can also be proposed provided the assignment requires intermittent inputs and subject to their fulfilling the stipulated qualification criteria. The intermittent input requirement needs to be clearly established to the satisfaction of the Employer.)

9. FEES FOR SERVICES AND PAYMENT SCHEDULE A lump sum fee shall be quoted by the applicant in the prescribed format given in Appendix-Afor each package. The payment for the services shall be milestone based as follows.

Deliverables

Percentage of Fee Payable *

Stage I: Project definition and on finalisation of financial modeling and Technical Schedules

20%

Stage II: Evaluation of RFQ Applications 20%

Stage III: Finalisation of Bidding Documents including RFP

20%

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Stage IV: Evaluation of RFP/Bids 20%

Stage V: On signing Concession Agreement 10%

Stage VI: On achievement of COD for the Project 10%

* The above percentage shall apply to total fees quoted (ref. Appendix –A)

10. GENERAL CONDITIONS The Applicant(s) shall bear all costs associated with the preparation and submission of its

proposal All documents submitted by the Applicant(s) will be treated as confidential, and will not be

returned to Applicant(s). NHAI reserves the right to accept or reject any or all applications, without thereby

incurring any liability to the affected Applicant(s) or any obligation to inform the Applicant(s) of the grounds for the action of NHAI. NHAI also reserves the right not to award or enter into any contract or agreement with any Applicant(s), and may terminate the procurement process at any time without thereby incurring any liability to any Applicant.

Failure by any Applicant(s) to provide all of the information required in the proposal or any additional information requested by NHAI may lead to NHAI’s rejection of the Applicant’s proposal in its entirety.

NHAI reserves the right to use and interpret the information it receives in its absolute discretion for evaluating these proposals.

Applicants are required to use the prescribed format only for their proposal submission. The Applicant shall submit the financial proposal in sealed envelope marked very clearly

the name of the project. Proposals must be mailed, couriered or delivered in person to:

General Manager (CM- I) National Highways Authority of India Plot No. G 5 & 6, Sector – 10, Dwarka, New Delhi – 110 075

NHAI does not assume any responsibility for variation in the information like traffic data, length and cost of project provided in the document. 11. OTHER TERMS OF THE SERVICES

• Wherever required by applicable laws, NHAI shall deduct taxes at source, from the amounts payable, and shall provide to the Financial Consultant the appropriate tax deduction certificate evidencing payment of such taxes.

• In the event NHAI desires the Financial Consultant to perform any additional services, which are not within the general scope of the Services. The Financial Consultant may provide such additional services, on the terms and conditions as may be found mutually acceptable to the parties hereto.

• The Financial Consultant shall have the discretion to adopt such methodology and procedure as it may deem fit for rendering the services.

• The Financial Consultant shall submit to NHAI five (5) copies of the final output envisaged in the Scope of Services except the RFP and the Concession Agreement. The Financial Consultant shall submit twenty copies (20 copies each of the RFP and

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the Draft Concession Agreement). Any expenses incurred by. The Financial Consultant for additional copies shall be reimbursed by NHAI at the actual cost. All the reports and agreements shall be submitted on CDs (2 sets) containing all basic as well as processed data.

12. CONTENTS OF PROPOSAL If your firm meets the qualification criteria mentioned above, please furnish a proposal. The contents of the proposal shall be complete in description, concise in volume and austere in form. Once submitted, the proposal, including the composition of the consulting team, cannot be altered without prior written consent of NHAI. Only one (1) original is required. The proposal should, at a minimum, include the following sections:

Transmittal Letter and Title Page Include a transmittal letter containing a brief statement of the applicants understanding of the work to be done and an indication of positive interest in performing this work for NHAI. The letter and/or a title page should contain the name of the applicants firm, address for correspondence, and a primary contact for this proposal.

Table of Contents Include a Table of Contents listing the various sections included in the proposal.

Proposal Contents Each Consultant must include in the proposal an Executive Summary that summarizes important features of the proposal, and includes a brief description of the Consultant’s approach to the scope of work, a description of the project team, and a description of how the proposed team meets the minimum qualifications set forth in this RFP. The Executive Summary should be no more than one (1) one sided page.

Team Identification and Organizational Chart Identify your firm and each key professional by name, primary representative and title, address of offices, telephone and fax numbers and email address. Indicate the business structure of your firm (i.e., whether your firm is a corporation, joint venture, partnership, or sole proprietor). Indicate the name(s) of the owner(s) of your firm.

Services and Work Plan- The proposal should include a work plan describing the services, approach and methodology proposed for accomplishing the scope of work. The proposed phasing of the project should be discussed. The proposal should be sufficient in detail to allow an objective analysis of the firm’s capabilities and envisioned work plan in comparison with competing firms. Discuss the roles and responsibilities of the proposing firm and all key professionals. Include a time estimate and a proposed timeline and schedule for completion of the project showing time estimates for completion of major milestones and phases of the work plan.

Qualifications and Experience- The proposal must supply information concerning the

qualifications and experience of the proposed project team for this assignment in the following format.

Sr. No.

Position Qualification Total experience

Relevant experience as per TOR

1 Experience of Personnel

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(a) Team Leader cum Financial Expert

(b) Technical Expert

13. QUESTIONS CONCERNING PROPOSAL REQUIREMENTS All questions regarding this RFP should be presented in writing to: General Manager (OMT) National Highways Authority of India, G-5&6, Sector-10, Dwarka, New Delhi-110 075 Phone:+91-11-25074100/Extn.1359

14. SUBMISSION OF PROPOSALS The Consultants are required to submit sealed Technical Proposal and sealed Price Proposal separately. Two separately sealed envelops containing ‘Technical Proposal’ and ‘Financial Proposal’ shall be kept in a third envelop which shall also be sealed and marked on it. This envelope will be sealed and should be marked properly on the envelopes indicating the contents, "Proposal for Financial Consultant”. Each proposal (Technical and Financial separately) shall be hard bound and serially numbered. Financial figures shall be laminated/covered with transparent adhesive tape. Written responses to the RFP must be prepared as specified to form, content, and sequence as stated in earlier sections of this Request for Proposals. No additions or changes to a proposal shall be allowed after the submittal date. Only the original proposal is to be submitted without any copy. The proposal for consultancy services must be received by NHAI on or before, but not later than 1300 hrs. on 10.11.2010. NHAI will not consider any proposals received late. An authorized person of the firm shall sign the proposal, on behalf of the firm. The Power of Attorney of the authorize person should be on stamp paper duly notarized or Board Resolution should be submitted along with proposal. All necessary forms and statements for various miscellaneous provisions explained in this document must be completed, properly signed, and submitted with the proposal. Please mention the telephone number of each of the key personnel in the CV. Your written submittal should be addressed to and received by the following: General Manager (OMT)

National Highways Authority of India Plot No. G 5 & 6, Sector – 10, Dwarka, New Delhi – 110 075 15. EVALUATIONS AND SELECTION PROCESS

Evaluation of Technical Proposal The evaluation to Technical Proposal will be made by an Evaluation Committee on the basis of minimum qualification and experience required for the project team proposed by the Consultant for this assignment as per para 8 above as well as the Firm’s

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experience as per para 6 above along with duly signed CV of Key Personnel. The consultant, who does not possess the minimum qualification and experience, will not be qualified for opening of Financial Proposal. NHAI reserves the right to accept or reject any or all proposals without assigning any reason whatsoever.

Evaluation of Financial Proposal

For financial evaluation, total cost of financial proposal will be considered. This however, does not include (i) service tax, which is reimbursable on production of assignment specific payment proof (ii) any taxes and duties payable in respect of expatriate key personnel. The evaluation committee will determine whether the financial proposals are complete, correct any computational errors and correct prices in local currency (Indian Rupee). The Financial Proposal must be in terms of local currency. The applicant quoting the lowest fee shall be called for negotiations.

15.3 Negotiations

The NHAI will notify the successful Consultant in writing by registered letter, cable telex or facsimile and invite the firm to negotiate the Contract. The aim of negotiations is to reach an agreement on all points and initial a draft contract after the conclusion of Negotiations. The final detailed scope of work, terms, conditions, schedule, and professional fee for the services will be determined during contract negotiations following the selection process. If an agreement with a selected firm cannot be reached during the time specified for negotiations, next lowest qualified firm may be asked to enter into negotiations. After contract negotiations, the firm selected will be required to enter into a contract agreement with NHAI to provide the envisaged services described in the Scope of work. All key personnel should be present for interview at the time of negotiations at the cost of consultant, so as to ascertain their overall suitability as also availability for the position applied for.

16. RIGHT OF REJECTION NHAI reserves the right to accept/reject any or all proposals, to waive any infirmity in such proposals, to request new proposals, to revise the RFP prior to, and including, the pre-proposal meeting date, to proceed to do the work otherwise, withdraw this RFP, not award the work, or not award a portion of the work at any time. The receipt of proposals shall NOT in any way, obligate the NHAI to enter into a consultancy agreement, lease or any other contract of any kind with any Consultant. All submitted copies of the proposals shall become the property of NHAI.

17. EXPENSES, OWNERSHIP AND DISPOSITION NHAI shall not be responsible in any manner for the costs associated with the submission of the proposals. The proposals, including all drawings, plans, photos, and narrative material, shall become the property of NHAI upon receipt. NHAI shall have the right to copy, reproduce, publicize, or otherwise dispose of each proposal in any way that NHAI opts for. NHAI shall be free to use as its own, without payment of any kind of liability therefore, any idea, scheme, technique, suggestion, layout, or plan received during this proposal process.

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18. DAMAGES FOR BREACH OF CONTRACT OBLIGATIONS In the event of the financial consultant fails to fulfill the obligations within the timeline specified under clause 7, it shall be deemed to be in breach of this agreement and the authority shall be entitled to recover damages, to be calculated for each day of delay until the breach is cured @ 0.5%(zero point five per cent) of the contract value subject to the maximum of 10% of contract value.

19. TERMINATION

In the event of the financial consultant fails to commence the assignment within 7 days of signing of contract or in the event that the recoverable damages exceed 10%, the contract shall be liable for termination upon 7 days notice.

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Appendix A

Format for Financial Proposal

Description Nos Rate per package

Amount

1. Financial Consultancy Services for Four OMT Package including technical inputs as required

(for OMT Package 10 to 13)

4 [Indicate lump sum fee] per package

2 Taxes, if any

3. Grand Total (1+2)

Note:

a. Fee structure and payment terms shall remain strictly as indicated above. Fee shall be quoted as a fixed amount in Indian Rupees. Conditional proposal shall be summarily rejected.

b. The above quoted fee shall include all expenses inc lud ing out of pocket expenses,

etc. to be incurred by the Financial Consultant to complete the assignment.

c. Taxes, if any as per applicable law, shall be indicated by the Consultant on total

fee separately. Service Tax is payable separately on reimbursement basis on production of assignment specific payment proof.

d. The applicant’s firm can also mention the percentage division of the total consultancy

fee amouting technical/financial experts to facilitate direct payment to the concerned entities. However, the fee due shall be made in accordance with the payment schedule stated under para-9.

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DRAFT CONTRACT AGREEMENT

FINANCIAL CONSULTANCY SERVICES FOR PROCUREMENT OF FINANCIAL CONSULTANT FOR OPERATION & MAINTENANCE OF SELECTED STRETCHES OF

NATIONAL HIGHWAYS TO BE EXECUTED AS OMT PROJECTS (LOT 2,Pacakage No 10 to 13)

This CONTRACT (herein called the “Contract”) is made at New Delhi, on this the _________ day of __________ 2008 between NATIONAL HIGHWAYS AUTHORITY OF INDIA, a statutory body constituted under the provisions of the National Highways Authority of India Act, 1988 and having its principal office at G-5 & G-6, Sector-10, Dwarka, New Delhi – 110 045 (hereinafter referred to as “NHAI” or “Employer” which expression shall, unless it be repugnant to the context or meaning thereof, include its administrators, successors and assigns) of One Part;

And M/s _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ (hereinafter referred to as Financial Consultant which expression shall, unless it be repugnant to the context or meaning thereof, include its administrators, successors and assigns) of the Other Part, WHEREAS The Employer is desirous that certain Financial Consultancy services should be given by the Financial Consultant for Operation & Maintenance of Selected Stretches of National Highways to be executed as OMT Projects

.” NHAI had vide its letter no. _______________________________ dated _________ (Appendix-A) invited proposals from several Financial Consultants for providing Financial Consultancy services. ________ had vide its letter dated ______________________ (Appendix-B) submitted its proposal for the Services. NHAI has vide its letter ________________________ dated _________________ (Appendix-C) declared ______________ as the successful bidder to provide the services. It is deemed necessary and expedient by the parties hereto to enter into this Contract and record the terms of services to be provided by Financial Consultant.

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NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows : 1. The following documents attached hereto shall be deemed to form an integral part of

this Contract:

Appendix D : Request For Proposal (RFP) document containing Role of consultant, Scope of the services, inter-alia, the Description of the Services and Reporting Requirements.

Appendix E: Key Personnel and Sub Professional Personnel, Task Assignment, Work Programme, Manning Schedule, Qualification Requirements of Key Personnel, Schedule for Submission of various Report.

Appendix F: Cost Estimate Appendix-G: Minutes of Financial/Contract Negotiation with the Financial Consultant.

2. The mutual rights and obligations of the Employer and the Financial Consultants shall

be as set forth in the Contract; in particular: a) The Financial Consultant shall carry out the Services in accordance with the

provisions of the Contract; and b) Employer shall make payments to the Financial Consultants in accordance with

the provisions of the Contract. IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written. FOR AND ON BEHALF OF Witness (National Highways Authority of India) 1. Signature Name Address By Authorized Representative 2. Signature Name Address FOR AND ON BEHALF OF Witness (Financial Consultant) 1. Signature Name Address By Authorized Representative 2. Signature Name Address