REQUEST FOR PROPOSALfor

BID PROCESS MANAGEMENT FIRMS

for“PURA”

Invited by

INKEL Limited(05/04/2012)

CONTENTS

1.0 INTRODUCTION..............................................................................................................................1

1.1 ABOUT INKEL LIMITED.......................................................................................................................1

1.2 THE PURA PROJECT............................................................................................................................1

2.0 SCOPE OF WORK............................................................................................................................1

3.0 ELIGIBILITY OF BID PROCESSING FIRMS..........................................................................................2

4.0 DETAILS OF BIDDING PROCESS.......................................................................................................3

4.1 SCHEDULE OF BIDDING PROCESS......................................................................................................3

4.2 EVALUATION OF BIDS-TECHNICAL.....................................................................................................4

4.2.1 Opening and Evaluation of Bids.............................................................................................4

4.2.2 Selection of Bidder.................................................................................................................4

4.3 EVALUATION OF BIDS-FINANCIAL......................................................................................................5

4.3.1 Opening and Evaluation of Bids.............................................................................................5

4.3.2 Selection of Bidder.................................................................................................................5

5.0 FRAUD AND CORRUPT PRACTICES.................................................................................................6

6.0 PRE – BID CONFERENCE.................................................................................................................7

Clause1- Change In Composition Of The Consortium........................................................................8

Clause 2-Bid Security.........................................................................................................................9

Clause3- Rejection of Bids.................................................................................................................9

ANNEXURE I Projects at Thalikulam and Thirurangadi...........................................................10

APPENDIX II Letter for Bid.....................................................................................................13

Appendix II ANNEX-I: Details of Bidder..................................................................................15

Appendix II ANNEX-II Management Competence..................................................................17

Appendix II ANNEX-III Technical Competence.......................................................................18

Appendix II ANNEX-IV Financial Capacity of the Bidder.........................................................19

APPENDIX II ANNEX-V Statement of Legal Capacity..............................................................20

APPENDIX III. Power of Attorney for signing of Bid................................................................21

APPENDIX IV. Power of Attorney for Lead Member of Consortium........................................23

APPENDIX V Joint Bidding Agreement...................................................................................25

1.0 INTRODUCTION

1.1 ABOUT INKEL LIMITED

INKEL Limited is an innovative Public Private Partnership (PPP) initiative which brings together Government Agencies and prominent global investors and NRI industrialists and businessmen. INKEL is the key link between the state government and the private sector consisting of public sector banks, institutional investors, NRI businessmen and others. 26% of the shares of INKEL Limited are owned by Government Agencies and PSUs and the remaining 74% is owned by Non Resident Indians, individuals and banks.

INKEL along with GALFAR participated in the bid for undertaking PURA works at Thalikulam and similarly INKEL with KINFRA participated in the bid for undertaking PURA works at Thirurangadi and won the bid amidst other all India participants. The proposed equity pattern is INKEL (51%), KINFRA(23%), GALFAR(26%) in Thalikulam and INKEL (51%), KINFRA(49%) in Thirurangadi.

1.2 THE PURA PROJECT

Provision for Urban Amenities in Rural Areas ("PURA") scheme has been developed to catalyze the convergence between different infrastructure schemes and create a new model for management of urban services in the rural areas.

The mission of the PURA scheme is holistic and accelerated development of compact areas around a potential growth centre in a Gram Panchayat (or cluster of contiguous Gram Panchayats) through Public Private Partnership ("PPP") framework for providing urban amenities and livelihood opportunities to improve the quality of life in rural areas. The scheme aims to provide urban amenities and livelihood opportunities in rural areas to bridge the rural urban divide.

This aim of the PURA scheme is proposed to be achieved under the framework of PPP between Gram Panchayats and private sector partner. Core funding shall be sourced from the convergence of Central Government schemes and complemented by additional support through the PURA scheme. The private sector which in this case is INKEL, GALFAR and KINFRA consortium (Concessionaire), shall also bring on board its share of investment besides operational expertise. The PURA scheme would be implemented and managed by the SPV on considerations of economic viability but designed in a manner whereby it is fully aligned with the overall objective of rural development.

2.0 SCOPE OF WORK

INKEL Limited on behalf of the SPVs in both Thalikulam and Thirurangadi Gram panchayats invites Bid Processing Management Firms/Consortium of firms to carry out the bid process management for award of works under PURA as detailed in the Annexure I.

The detailed scope of the Bid Processing Management firm will be as follows:

i) Preparation of tender/ bid documents which includes a. Verification of INKEL’s in house bid documents for MORD projectsb. Architectural and Structural drawings for Non MORD and ADD ON projects (Please refer appendix I for details of MORD/NON-MORD and ADD on

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schemes)ii) Support INKEL in release of tender advertisements in newspaper.iii) Support INKEL in conducting Pre- Bid meetings (if necessary)iv) Compile response to bid queries and clarifications, and make presentations before

the Evaluation Committeev) Design the bid evaluation criteriavi) Pre – qualification evaluationvii) Evaluation of technical bids, conduct briefings and presentations to the Evaluation

Committeeviii) Evaluation of the commercial bidsix) Compile the evaluation reports and recommend the best bidderx) Support the Evaluation Committee to be set up by SPVxi) Evaluation of Bill of Quantitiesxii) Support INKEL in negotiations and closure.xiii) Support INKEL in contract finalization with the selected bidder.xiv) Submit the comprehensive bid evaluation reports consisting of Pre – qualification

evaluation, Technical evaluation and Commercial evaluation.

All the Bid Documents/ reports prepared should be prepared in reference to the standards of World Bank/ ADB methodologies.

The Bid Processing Management firms should work in close liaison with the INKEL team and obtain all necessary clearances from the committee from time to time.

3.0 ELIGIBILITY OF BID PROCESSING FIRMS

The firm should have handled bid process management of similar projects of not less than Rs 250 crores worth during the last 5 -7 years.

Team Requirement for the Project

Position Credentials

Team Leader Civil Engineer and MBA having 15 years of experience in handling bid process management of similar construction projects for the Government in the social and physical infrastructure domains. Should have relevant experience in tendering & project monitoring of such works not less than Rs 250 crores.

Project Manager Civil Engineer/ Architect with 5 years of relevant experience in designing including structural designing & monitoring of similar projects.

Finance Management specialist

An MBA-finance /Chartered Accountant with experience in bid process management for similar projects.

Project Engineer Civil Engineer/ Diploma holder with experience in surveying/ estimation of civil works.

Project Analyst Civil Engineer with experience in analysis and collation of data of similar nature.

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4.0 DETAILS OF BIDDING PROCESS

INKEL has adopted a two-stage process (referred to as the "Bidding Process") for selecting Bidders for the award of the Project. The first stage (the “Qualification Stage”) of the process involved qualification of interested parties (referred to as the “Applicants”) in accordance with the provisions of the Expression of Interest issued by INKEL ("EOI"). At the end of the Qualification Stage, INKEL short-lists certain Applicants for participation in this second stage of the Bidding Process in accordance with the Bidding Documents (the “Bid Stage”).

In the Bid Stage, the Bidders are being called upon to submit their Bids in accordance with the terms specified in the Bidding Documents. The Bid shall be valid for a period of not less than 3 years from the Bid Due Date.

The Bids will be evaluated for the technical capability of the Bidders to undertake the Project and the quality shall be evaluated on the basis of their technical capability in terms of management competence, technical competence and geographical competence as per the evaluation methodology in the RFP. Bidders will be evaluated by a committee established by INKEL and scored and ranked as per the criteria set out in the RFP and the 5 highest ranked Bidders among these would be selected. Further, the Financial Bid of the above qualified bidders would be evaluated and the Lowest quoted (L1) among these would be awarded the Final Contract.

4.1 SCHEDULE OF BIDDING PROCESS

The INKEL shall endeavour to adhere to the following schedule:

1. Pre-Bid Conference 11th April 20124. Date of submission of the Bid 18th April 20125. Announcement of Selected Bidders 25th April 2012

Note 1: All completed bids may be submitted on or before 17th April by 3:30 pm to the Following address:

Title: PURA Bid Process Management EOI

INKEL Centre, Off Vallathol Junction, Seaport Airport Road, Thrikkakara P.O, Cochin 682 021PH: 6491138, 2577942/43Fax: 2577941

Note 2: The Pre Bid Conference would be held in the above venue at 11:30 PM

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4.2 EVALUATION OF BIDS-TECHNICAL

4.2.1 Opening and Evaluation of Bids

INKEL will examine and evaluate the Bids in accordance with the provisions set out in this Section. To facilitate evaluation of Bids, INKEL may, at its sole discretion, seek clarifications in writing from any Bidder regarding its Bid and such Bidder shall provide its response within the time period specified by INKEL in this regard. The top 5 in technical competence amongst the bidders would be selected and the financial bids of these would be opened.

4.2.2 Selection of Bidder

The objective of the Bidding Process is to rank the Bidders based on the following:

Four criteria are typically evaluated:• Management competence (20%)• Technical competence (60%)• Geographic competence (20%)

(i) Technical Experience

Technical experience is categorised under (i) Management Competence (ii) Technical Competence (iii) Geographical Competence

(i)Management competence section (maximum of two pages) requires: (i) the firm, association or joint venture to designate senior management from the lead firm, who will assume overall responsibility for the consulting assignment, and to outline the relevant background and experience of senior management to the assignment’s TOR, (ii) an association or joint venture to outline the rationale for, and benefits of, the association to the assignment’s TOR, (iii) an explanation by the firm, association or joint venture of the proposed management arrangement, covering contract supervision, client liaison, logistics, team management, etc., (iv) an explanation of the firm’s, association’s or joint venture’s quality control procedures particularly in relation to the assignment, including performance monitoring, reporting, handling of complaints, replacement of non-performing experts etc. Evaluation should focus on the underlying sub-criteria:

Sub Criteria Norm Weighting for Single FirmBackground and experience of seniorManagement relevant to the TOR 15%Proposed management coordination 5%

For associations and joint ventures, of the total 20% weighting, 15% would be applied to the lead firm and 5% to the associates/partners.

(ii)Technical competence section requires the firm, association or joint venture to summarize the relevance of its background and experience to the assignment’s TOR. This will be supported by reference to past projects as illustrated by project sheets included

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under Appendix II Annexure 3. The project sheets will need to define clearly the exact role (lead, associate or providing one expert) of the firm, associates or partners on each nominated project. Evaluation should focus on the underlying sub-criteria:

Sub Criteria Norm Weighting for Single Firm

Firm’s specialization vis-à-vis the sectoral focus of the assignment 10%Firm’s experience vis-à-vis the assignment’s TOR 30%Number of similar projects undertaken where firm was lead partner 15%Number of similar projects undertaken where firm was associate or JVPartner 5%

For associations and joint ventures, of the total 60% weighting, 40% would be applied to the lead firm and 20% to the associates/partners

(iii) Geographic competence section requires the firm, association or joint venture to highlight its country/regional experience. This may include experience on assignments in different sectors or specializations to the assignment for which the EOI is being submitted. This section should demonstrate a history of working experience in the State, ability to manage multi-cultural teams, useful supporting features such as local representation, local offices. Evaluation should focus on the underlying sub-criteria:

Sub Criteria Norm Weighting for Single FirmFirm’s country experience 5%Firm’s regional experience 10%Permanent presence / local office 5%

For associations and joint ventures, of the total 20% weighting, 10% would be applied to the lead firm and 10% to the associates/partners.

The Bidders must provide the necessary information relating to firms experience as per format at Annex-II of Appendix-II.

4.3 EVALUATION OF BIDS-FINANCIAL

4.3.1 Opening and Evaluation of Bids

Following the evaluation of the Technical Proposals and approval from INKEL, the Selected Bidders are invited, at the second stage, to submit Modified Bid Proposals consisting of Revised Technical Proposals (if any) and Supplementary Price Proposals (if any) based on the technical standard agreed.

4.3.2 Selection of Bidder The original Financial Bid and the Modified Bid Proposals are opened at a date and time advised by INKEL.

The Financial Bids of the qualified bidders as in 4.2 are evaluated, and the Contract is awarded to the Bidder whose Bid is determined to be the lowest evaluated (L1) substantially

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responsive Bid. Negotiations if any, would be carried out with the second lowest Bidder (L2).

5.0 FRAUD AND CORRUPT PRACTICES

The Bidders and their respective officers, employees, agents and advisers shall observe theHighest standard of ethics during the Bidding Process and subsequent to the issue of the LOA and during the project period.Notwithstanding anything to the contrary contained herein, in the LOA, INKEL may reject a Bid, withdraw the LOA, or terminate , as the case may be, without being liable in any manner whatsoever to the Bidder or Concessionaire, as the case may be, if it determines that the Bidder or Concessionaire, as the case may be, has, directly or indirectly or through an agent, engaged in corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice in the Bidding Process. In such an event, INKEL shall be entitled to forfeit and appropriate the Bid Security, Additional Security and/or Performance Security, as the case may be, as liquidated damages, without prejudice to any other right or remedy that may be available to INKEL under the Bidding Documents .

Without prejudice to the rights of INKEL hereinabove and the rights and remedies which INKEL may have under the LOA, if a Bidder or Concessionaire, as the case may be, is found by INKEL to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice during the Bidding Process, or after the issue of the LOA, such Bidder or Concessionaire shall not be eligible to participate in any tender or RFP issued by INKEL during a period of 2 (two) years from the date such Bidder or Concessionaire, as the case may be, is found by INKEL to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practices, as the case may be.

For the purposes of this Clause 4, the following terms shall have the meaning hereinafter respectively assigned to them:

(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence directly or indirectly the actions of any person connected with the Bidding Process (for the avoidance of doubt, offering of employment to or employing or engaging in any manner whatsoever, directly or indirectly, any official of INKEL who is or has been associated in any manner, directly or indirectly with the Bidding Process or the LOA or arising there from, before or after the execution thereof, at any time prior to the expiry of 1 (one) year from the date such official resigns or retires from or otherwise ceases to be in the service of INKEL, shall be deemed to constitute influencing the actions of a person connected with the Bidding Process); or (ii) acting contrary to applicable anti bribery or anti-corruption laws;

(b) “fraudulent practice” means a misrepresentation or omission of facts or suppression of facts or disclosure of incomplete facts, in order to influence the Bidding Process;

(c) “coercive practice” means impairing or harming or threatening to impair or harm, directly or indirectly, any person or property to influence any person’s participation or action in the Bidding Process;

(d) “undesirable practice” means (i) establishing contact with any person connected with or employed or engaged by INKEL with the objective of canvassing, lobbying or in any manner influencing or attempting to influence the Bidding Process; or (ii) having a Conflict of Interest; and

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(e) “Restrictive practice” means forming a cartel or arriving at any understanding or arrangement among Bidders with the objective of restricting or manipulating a full and fair competition in the Bidding Process.

6.0 PRE – BID CONFERENCE

Pre-Bid conferences of the Bidders shall be convened at the designated date, time and place.Only duly authorized representatives of the Bidders shall be allowed to participate in the Pre-Bid conference. A maximum of 2 (two) representatives of each Bidder shall be allowed to participate on production of authority letter from the Bidder.

During the course of Pre-Bid conference, the Bidders will be free to seek clarifications and make suggestions for consideration of INKEL. INKEL shall endeavour to provide clarifications and such further information as it may, in its sole discretion, consider appropriate for facilitating a fair, transparent and competitive Bidding Process.

During the course of the Pre-Bid conference, the INKEL shall communicate to the Bidders the scheme details and evaluation methodology.

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ANNEXURE- CLAUSES:

Clause1- Change In Composition Of The Consortium

Where the Bidder is a Consortium, change in composition of the Consortium including the change in the lead Member of the Consortium may be permitted by INKEL during the Bid Stage, only where:

a. If a Bidder has applied as Bidding Company, but is not a limited liability company incorporated under (Indian) Companies Act, 1956, then such Bidder has a right to form a Consortium as per guidelines.

b. The lead Member continues to be the lead Member of the Consortium and shall be a limited liability Company incorporated under (Indian) Companies Act, 1956. The lead Member can be replaced only if the current lead Member is not a limited liability Company incorporated under (Indian) Companies Act, 1956 or if it does not meet the criteria of Financial Capacity as mentioned in this RFP. The substitute lead Member shall continue to meet the prequalification and short-listing criteria for Applicants;

c. The Bidder can add Members in its Consortium. Such addition shall be limited so as to ensure that the total Members in a Consortium do not exceed 6 (six) Members;

d. The lead Member should throughout the Concession Period, hold equity share capital not less than 51% (fifty one percent) of the subscribed and paid up equity of the SPV;

e. The Members of Consortium other than the lead Member whose technical capacity has been utilized for the purposes of qualification should hold equity share capital not less than 11% (eleven percent) of the subscribed and paid up equity of the SPV. If the Bidder wishes to utilize the experience of all the Members of the Consortium then the total number of Members in a Consortium shall not exceed 5 (five) members including the Lead Member. Consortium Members whose experience has not been utilized for qualification can have a lesser equity stake in the paid up share capital of the SPV; and

g. The new Member(s) expressly adopt(s) the Bid already made on behalf of the Consortium as if it were a party to it originally, and is not a member of any other Consortium bidding for this Project.

Approval for change in the composition of a Consortium shall be at the sole discretion of theINKEL and must be approved by INKEL in writing. The Bidder must submit its application for change in composition of the Consortium no later than 15 (fifteen) days prior to the Bid Due Date. Such application should also enclose the necessary proof and documentation.

The Consortium shall submit a Power of Attorney and, a Joint Bidding Agreement substantially in the form at Appendix-III and Appendix-IV respectively along with the Bid, prior to the Bid Due Date.

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Clause 2-Bid Security

The bidder will have to furnish a bid security amount of Rs 1,00,000/- , 50% will be taken while submission of the bid as a performance security and the balance 50% will be recovered in instalments of 10% each from each running bill.

The Bid Security of unsuccessful Bidders will be returned by INKEL, without any interest, by the Selected Bidder(s) or when the Bidding Process is cancelled by INKEL. Where Bid Security has been paid by deposit, the refund thereof shall be in the form of an account payee demand draft in favour of the unsuccessful Bidder(s). Bidders may by specific instructions in writing to INKEL give the name and address of the person in whose favour the said demand draft shall be drawn by INKEL for refund, failing which it shall be drawn in the name of the Bidder and shall be mailed to the address given on the Bid.

Clause3- Rejection of Bids

Notwithstanding anything contained in this RFP, INKEL reserves the right to reject any Bid and to annul the Bidding Process and reject all Bids at any time without any liability or any obligation for such acceptance, rejection or annulment, and without assigning any reasons therefore. In the event that INKEL rejects or annuls all the Bids, it may, in its discretion, invite all eligible Bidders to submit fresh Bids hereunder.

INKEL reserves the right not to proceed with the Bidding Process or to modify the Bidding Process at any time, without notice or liability, and to reject any Bid without assigning any reasons.

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ANNEXURE I Projects at Thalikulam and Thirurangadi

THALIKULAM (Rs in lacs)MoRD Projects

Sl No. PROJECT DETAILS PROJECT COST

1 Village Roads - surfacing Resurfacing with Tar in approx. 24.72 kms 525.45

2 Drainage - surface water Providing adequate drainage in approx. 9.89 kms 649.83

3 Water Supply Network/ Scheme

Construction of 4m dia. RCC intake well & pump house at Nandi – 18km from Thalikulam with Karuvannur river as source

250mm raw water transmission main – 18.20km Construction of 4 MLD WTP with cascade aerator, up-

flow clari flocculators, dual media rapid filter units, chemical mixing and dosing units, clear water sump (3 lakh litres), disinfection unit and clear water pump house.

Use of existing 46.09 km after rehabilitation; Additional distribution network of 50.35 km proposed ; 4822 no of house connections with metering.

1903.53

4 Sustainability of Water Source

Developing various ponds (7 nos) with new retaining wall, steps, curtain walls, and clearing works complete.

205.53

5 Skill Development Courses include Gem and Jewellery, Catering, Carpentry, A/C Mechanic, Information technology

101.48

Non MoRD Projects

6 Village street lights - solar Providing 730 nos of street lights along the road to a stretch of 21.9 kms @ 30m spacing.

183.96

7Strengthening of Infrastructure facilities in HSC school

Re roofing of classroom block. Reconstruction of open well. Construction of new Aminity block.

85.55

8Strengthening of Infrastructure facilities in LP school

North Mopilla LP School - Construction of new RCC Building for Anganwadi Internal electrification.

South Mopilla LP School - Construction of new Academic Block. Replacing MP Tiles with RCC Replacing MP Tiles with Aluminium Roofing

49.45

9 Establishment of trauma centre - Ambulance Provision of 24 hour Ambulance service

16.08

10 Up gradation of Fish Landing Centre

Setting up of new fish landing centre for safe landing, berthing and unloading of fish catches of mechanized fishing vessels, traditional fishing craft and deep sea fishing vessels.

Repair and renovation including improvement of existing facilities

123.62

Sl No. PROJECT DETAILS PROJECT COST

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11 Strengthening of Market Infrastructures

Setting up of Market complex in 34 cents (including existing building) with built up area of 25300 sqft

482.51

12 Development of Gas Crematorium

The project is proposed in 85 cents of land. The proposed method for the proposed Crematorium is LPG.

96.81

13 Rural BPO To generate employment opportunities as well as

create awareness and include the Panchayat in the IT revolution

31.19

Add On Projects

14 Development of beach resort

The proposed project occupies 5 acres of land along snehatheeram beach with a capacity of 50 rooms with built up area of 69000sqft

2255.00

15 Cold Storage facility Land identified within the market complex. The

Storage unit capacity - 200MT and total built up area of 6500 sqft

280.73

THIRURANGADI (Rs in lacs)

MoRD Projects

Sl No. PROJECT DETAILS PROJECT COST

1 Village Roads (new)Karimbil Kochal Road

Construction of a new Rigid Pavement/Concrete Road of approx. 1.3 km length

404.95

2 Drainage (for the surface water)

Providing drainage for the above new road of 1.3 km length

90.42

3 Water supply network/ schemes

Construction of 6m dia. RCC intake well & pump house at Palathinkal with Kadalundy river as source

400mm raw water transmission DI pipe – 50m Construction of 11.1 MLD WTP with cascade aerator,

up-flow clari flocculators, dual media rapid filter units, chemical mixing and dosing units, clear water sump (15 lakh litres), disinfection unit and clear water pump house

Construction of 3 new Overhead Service Reservoir of 25.35 lakh litres

Use of existing 17.7 km after rehabilitation; Additional distribution network of 80.58 km proposed ; 8750 new connections with metering.

4533.54

4 Sustainability of Water Source

Developing various ponds (6 nos ) with new retaining wall, steps, curtain walls, and desilting works.

311.13

5 Solid waste management Collection centres in 7 community spots for collection and management of wastes. Treatment of solid waste is covered under Non MoRD project component.

48.42

Sl No. PROJECT DETAILS PROJECT COST

6 Skill development / training centre

Providing trainings for courses include Gem & Jewellery, catering, Garment making, A/C Mechanic,

179.08

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Information Technology, carpentryNon MoRD Projects

7Village street lights - solar Providing 767 nos of street lights along the road to a

stretch of 23 kms @ 30m spacing.193.28

8Rural BPO To generate employment opportunities as well as

create awareness and include the Panchayat in the IT revolution

30.15

9 Strengthening of Market Infrastructures

Setting up of Market complex in 28 cents with built up area of 25300 sqft

568.53

10 Solid waste Management Proposed site for the Bio-Mass Gasifier is at Venjali along NH 17 in 75 cents of land.

The capacity of the unit is 10TPD.

103.85

11 Establishment of Trauma Centre (Emergency care centre )

Provide emergency care facilities to road accident victims including an ambulance facility.

Proposed location - existing Taluk hospital building. Total built up area of 3553sqft with 20 bed facility

219.61

12 Coconut Processing unit The extent of land earmarked for the project is 28 cents near the Panchayat building.

The manufacturing facility would consist of an Oil expeller/crushing Plant of installed capacity of 2 TPD

Total built up area - 4000 sqft

91.93

13 Export promotion rural apparel park

The extent of land is 42 cents Total built up area of 39000sqft.

480.38

14 Cold Storage facility The Storage unit capacity - 200MT and total built up area of 6500 sqft

229.57

Add On Projects15 Tourist Destination

(Boating club) The location of the proposed project has jetties

situated at Mambram & Keeranellore. Total extent of Land for the proposed project is 1.50

Acres.Total built up area of 3000sqft with boat club, restaurant, ice cream parlour and swimming pool.

300.02

16 Bus Terminal Complex The location of the proposed project is situated in Chemmad town. Total extent of 2.00 acres for the proposed Bus terminus cum commercial space.

Total built up area of 62100sqft with bus terminus, underground parking, commercial complex , supermarket, business hotel rooms, theatre

883.50

APPENDIX II Letter for Bid

[On the letter head of the Bidder/lead Member]

Original or copy No: Dated:To,

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[The ********,**************************]

Sub: Submission for Bid Process Management under PURA for INKEL Limited.

Dear Sir,With reference to your RFP dated *****, I/we, having examined the RFP and understood its contents, hereby submit my/our Bid for the aforesaid project. The Bid is unconditional and unqualified.

1. I/We acknowledge that the INKEL will be relying on the information provided in theBid and the documents accompanying such Bid for selection of the Bidders for the aforesaid Project and I/we certify that all information provided in the Bid and in Annexes I to VI to this Letter of Bid are true and correct; nothing has been omitted which renders such information misleading; and all documents accompanying such Bid are true copies of their respective originals.

2. The Bid is being submitted and submissions in this letter are being made for the express purpose of qualifying as a Selected Bidder for the aforesaid Project.

3. I/We shall make available to INKEL any additional information it may find necessary or require to supplement or authenticate the submissions.

4. I/We acknowledge the right of INKEL to reject our Bid without assigning any reason or otherwise and hereby waive my/our right to challenge the same on any account whatsoever.

5. I/We certify that in the last 3 (three) years, I/we/any of the Members have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial INKEL or a judicial pronouncement or arbitration award, nor been expelled from any project or contract by any public Authority nor have had any contract terminated by any public authority for breach on our part.

6. I/We declare that:(a) I/We have examined and have no reservations to the RFP, including any addendum issued by INKEL; (b) I/We have not directly or indirectly or through an agent engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as defined in Section 5.0 of the RFP, in respect of any tender or request for proposal issued by or any agreement entered into with INKEL or any other public sector enterprise or any government, Central or State;(d) I/We hereby certify that I/we have taken steps to ensure that in conformity with the provisions of Fraud and Corrupt Practices of the RFP, no person acting for me/ us or on my/our behalf has engaged or will engage in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice; and(e) The undertakings given by me/us along with the application in response to the EOI for the Project were true and correct as on the date of making the application and are also true and correct as on the Bid Due Date and I/we shall continue to abide by them.

7. I/We understand that you may cancel the Bidding Process at any time and that you are neither bound to accept any Bid that you may receive, without incurring any liability to the Bidders, in accordance with Clause 2 of the RFP.

9. I/We declare that I/we/any Member am/are not a member of a/any other Consortium applying for the Project.

10. I/We certify that in regard to matters other than security and integrity of the country,I/we or any Member have not been convicted by a court of law or indicted or adverse orders passed by a regulatory Authority which could cast a doubt on our ability to undertake the

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Project(s) or which relates to a grave offence that outrages the moral sense of the community.

11. I/We further certify that in regard to matters relating to security and integrity of the country, I/we have not been charge-sheeted by any Government Instrumentality or convicted by a court of law.

12. I/We undertake that in case due to any change in facts or circumstances during the Bidding Process, I/we am/are attracted by the provisions of disqualification in terms of the provisions of this RFP, I/we shall intimate INKEL of the same immediately.

14. The Statement of Legal Capacity as per format provided at Annex-V in Appendix-II of the RFP, duly signed, is enclosed. The Power of Attorney for signing of Bid and the Power of Attorney for Lead Member of Consortium, as per format provided at Appendix III and IV respectively of the RFP, are also enclosed.

15. I/We hereby irrevocably waive any right, which we may have at any stage at law or howsoever otherwise arising to challenge or question any decision taken by INKEL in connection with the selection of Bidders or in connection with the Bidding Process itself, in respect of the above mentioned Project(s) and the terms and implementation thereof.

17. I/We agree and undertake to abide by all the terms and conditions of the RFP.

In witness thereof, I/We submit this Bid under and in accordance with the terms of the RFP.Yours faithfully,

Date: (Signature of the authorised signatory)Place:

(Name and designation of the authorised signatory)

(Name and seal of the Bidder/lead Member of the Consortium)

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Appendix II ANNEX-I: Details of Bidder

[On the letter head of the Bidding Company/Members of Consortium]

Original or copy No: Dated:

1. (a) Name:(b) Country of incorporation:(c) Address of the corporate headquarters and its branch office(s), if any, in India:(d) Date of incorporation and/or commencement of business:

2. Brief description of the Bidder including details of its main lines of business and proposed role and responsibilities in [this/these Project(s)]:

3. Details of individual(s) who will serve as the point of contact/communication for INKEL:(a) Name:(b) Designation:(c) Company:(d) Address:(e) Telephone number:(f) E-Mail Address:(g) Fax number:

4. Particulars of the authorised signatory of the Bidder:(a) Name:(b) Designation:(c) Address:(d) Phone number:(e) Fax number:

5. In case of a Consortium:(a) The information above (1-4) should be provided for all the Members.(b) A copy of the Joint Bidding Agreement should be attached to the Bid.(c) Information regarding role of each Member should be provided as per table below:

S No. Name of Member Role* Percentage of equity in theConsortium

1.

2.

3.

4.

* The role of each Member, as may be determined by the Bidder, should be indicated in accordance with instruction 4 at Annex-IV.

(d) The following information shall also be provided by Bidder/for each Member:

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Name of Bidder/ member of Consortium:No. Criteria Yes No1. Has the Bidder/constituent of the Consortium been barred by

the Central/ any State Government, or any entity controlled by them, from participating in any project (BOT or otherwise).

2. If the answer to 1 is yes, does the bar subsist as on the date of Bid.

6. A statement by the Bidder and each of its Members (where applicable) disclosing material non-performance or contractual non-compliance in past projects, contractual disputes and litigation/arbitration in the recent past is given below (Attach extra sheets, if necessary):

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Appendix II ANNEX-II Management Competence

Management Competence

(i) Outline the relevant background and experience of senior management to the assignment’s TOR

(ii) An association or joint venture to outline the rationale for, and benefits of, the association to the assignment’s TOR

(iii) If the firm is a joint venture firm then provide explanation of the joint venture arrangement, team management, contract liason etc?

(iv) An explanation of the firm’s, association’s or joint venture’s quality control procedures particularly in relation to the assignment, including performance monitoring, reporting, handling of complaints, replacement of non-performing experts etc.

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Note (Please attach CV s of Senior Management/Middle and Junior Management in ADB format)

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Appendix II ANNEX-III Technical Competence

Technical Competence – Provide details of projects undertaken during the last 5 years, including ongoing projects in the format given below

Sheet No:

SI.No

ITEM PARTICULARS OF THE PROJECT

1) Project Name:

2) Project Period:

3) Location:

4) Authority/Client

5) Fees Charged

6) Project Background and Specialisation:Core Infrastructure/Social Infrastructure/Commercial Infrastructure etc.

7) Details of Staff employeda) Name

b) Qualifications

c) Experience Key Word Summary

1. Attach Statutory Auditors certificate to validate projects completed.2. Attach certificates from clients for ongoing and completed projects

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Appendix II ANNEX-IV Financial Capacity of the Bidder

[On the letter head of the Bidding Company/lead Member]

Original or copy No: Date:

(In Rs. Crore)

Bidder type Annual Turnover Bidding CompanyLead Member for a Consortium

Instructions:1. The Bidding Company/lead Member shall attach copies of the balance sheets,

financial statements and annual report for 3 Financial Years preceding the Bid Due Date. The financial statements shall:(a) Reflect the financial situation of the Bidder or lead Member;(b) Be audited by a statutory auditor;(c) Be complete, including all notes to the financial statements; and(d) Correspond to accounting periods already completed and audited (no statements For partial periods shall be requested or accepted).

4. The Bidder shall also provide the name and address of the bankers to the Bidder.

5. The Bidder shall provide an auditor’s certificate specifying the annual turnover of the company for the last 3 years.

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APPENDIX II ANNEX-V Statement of Legal Capacity

(To be forwarded on the letterhead of the Bidder/lead Member of Consortium)

Original or copy No:

Ref. Date:

To,------------------------------------------------

Dear Sir,

We hereby confirm that we/our Members in the Consortium (constitution of which has been described in the Bid) satisfy the terms and conditions laid out in the RFP.

We have agreed that …………………… (Insert member’s name) will act as the lead Member of our consortium.*

We have agreed that ………………….. (Insert individual’s name) will act as our representative/will actas the representative of the Consortium on its behalf and has been duly authorized to submit the RFP. Further, the authorised signatory is vested with requisite powers to furnish such letter and authenticate the same.

Thanking you,

Yours faithfully,

(Signature, name and designation of the authorised signatory)

*Please strike out whichever is not applicable.

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APPENDIX III. Power of Attorney for signing of Bid

Know all persons by these presents, [I …………………………………………….. (name of the company) incorporated under the laws of India and having its registered office at [__] “Company”] do hereby irrevocably constitute, nominate, appoint and authorise Mr/Ms (name), …………………… son/daughter/wife of ……………………………… and presently residing at …………………., who is presently employed with us and holding the position of ……………………………. , as our true and lawful attorney (hereinafter referred to as the “Attorney”) to do in our name and on our behalf, all such acts, deeds, matters and things as are necessary or required in connection with or incidental to submission of our Bid for bid process management of certain projects under PURA scheme for INKEL Limited in the State of Kerala, pursuant to the RFP dated [__] (“RFP”) issued by INKEL (the “ Authority”) and for our selection as Selected Bidder including but not limited to signing and submission of all Bids and other documents and writings, participate in pre-bid conferences and other conferences and providing information/responses to INKEL, representing us in all matters and undertakings consequent to acceptance of our Bid, and generally dealing with INKEL in all matters in connection with or relating to or arising out of our Bid for the said PURA Project and/or upon award thereof to us and/or till the completion of the project.

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deed, matters and things lawfully done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us.

IN WITNESS WHEREOF, …………………………., THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ……… DAY OF …………., 2…..

For …………………………..(Signature)

(Name, Title and Address)

Witnesses:

(Notarised)

Accepted

…………………………… (Signature)

(Name, Title and Address of the Attorney)

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

Wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.

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APPENDIX IV. Power of Attorney for Lead Member of Consortium

Whereas INKEL Limited has invited Bids from Bidders for bid process management of projects under PURA scheme (the “Project”) pursuant to the RFP dated [__] (“RFP”).Whereas, …………………….., …………………….., and …………………….. (collectively the “Consortium”) being Members of the Consortium are interested in bidding for the Project in accordance with the terms and conditions of the Bidding Documents and other connected documents in respect of the above mentioned Project and Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead Member with all necessary powers for and on behalf of the Consortium, all acts, deed, matters and things as may be necessary in connection with the Consortium’s bid for the Project and its execution.

NOW THEREFORE KNOW ALL MEN BY THESE PRESENTSWe, M/s. …………………….. having our registered office at …………………….., M/s. …………………….. having our registered office at …………………….., and M/s. …………………….. having our registered office at …………………….., (hereinafter collectively referred to as the “Principals”) do hereby irrevocably designate, nominate, constitute, appoint and authorise M/s …………………….. having its registered office at …………………….., being one of the Members of the Consortium, as the Lead Member and true and lawful attorney of the Consortium (hereinafter referred to as the “ Attorney”). We hereby irrevocably authorise the Attorney (with power to sub-delegate) to conduct all business for and on behalf of the Consortium and any one of us during the Bidding Process and for our selection as Selected Bidder and in this regard, to do on our behalf and on behalf of the Consortium, all or any of such acts, deeds, matters or things as are necessary or required or incidental to the qualification and selection of the Consortium and submission of its Bid[s] for the Project, including but not limited to signing and submission of all Bids and other documents and writings, participate in pre-bid conferences and other conferences, respond to queries, submit information/documents, sign and execute contracts and undertakings consequent to acceptance of Bid of the Consortium and generally to represent the Consortium in all its dealings with the Authority, and/or any other Government Agency or any person, in all matters in connection with or relating to or arising out of the Consortium’s Bid[s] for the Project respectively.

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds, matters and things lawfully done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds, matters and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us/Consortium.

IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS …………………. DAY OF ……….2009For …………………….. (Signature)…………………….. (Name & Title)For …………………….. (Signature)…………………….. (Name & Title)For …………………….. (Signature)…………………….. (Name & Title)Witnesses:………………………………………

(Executants)(To be executed by all the Members of the Consortium)

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

Wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a resolution/power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.

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APPENDIX V Joint Bidding Agreement

(To be executed on stamp paper of appropriate value)

THIS JOINT BIDDING AGREEMENT is entered into on this the ………… day of ………… 20… (the “Agreement”)

AMONGST

1. {………… Limited, a company incorporated under the (Indian) Companies Act, 1956} and having its registered office at ………… (hereinafter referred to as the “First Part” which expression shall, unless repugnant to the context include its successors and permitted assigns);

AND

2. ………… Limited, a limited liability company incorporated under the (Indian) Companies Act, 1956} and having its registered office at ………… (hereinafter referred to as the “Second Part” which expression shall, unless repugnant to the context include its successors and permitted assigns);

AND

3. ………… Limited, a limited liability company incorporated under the (Indian) Companies Act, 1956 and having its registered office at ………… (hereinafter referred to as the “Third Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)}

The above mentioned parties of the FIRST, SECOND and, THIRD PART are collectively referred to asthe “Parties” and each is individually referred to as a “Party”.

WHEREAS,

A. INKEL referred to as “the Authority” has invited Bids by its Request for Proposal No. ………… dated ………… (the “RFP”) for qualifying and selecting bidders for implementations of projects under PURA scheme (the “Project”) through public private partnership;

B. The Parties are interested in jointly bidding for the Project as members of a Consortium (a defined below) and in accordance with the terms and conditions of the Bidding Documentsincluding the RFP; and

C. It is a necessary condition under the RFP that the members of the Consortium shall enter into a joint bidding agreement and furnish a copy thereof with the Bid.

NOW IT IS HEREBY AGREED as follows:

1. Definitions and InterpretationsIn this Agreement, the capitalised terms shall, unless the context otherwise requires, have the meaning ascribed thereto under the RFP.

2. ConsortiumThe Parties do hereby irrevocably constitute a consortium (the “Consortium”) for the purposes of jointly participating in the Bidding Process for the Project.

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The Parties hereby undertake to participate in the Bidding Process only through this Consortium and not individually and/or through any other consortium constituted for the Project, either directly or indirectly.

3. CovenantsThe Parties hereby undertake that in the event the Consortium is declared the Selected Bidder and awarded the Project, it shall incorporate the SPV as required by and in accordance with the Bidding Documents for performing all its obligations for the Project.

4. Role of the PartiesThe Parties hereby undertake to perform the roles and responsibilities as described below.a) Party of the First Part shall be the lead Member of the Consortium and shall have the power

of attorney from all Parties for conducting all business for and on behalf of the Consortium during the Bidding Process and when all the obligations of the SPV shall become effective;

b) {Party of the Second Part shall be __________; and}c) {Party of the Third Part shall be _________.}

5. Joint and Several LiabilityThe Parties do hereby undertake to be jointly and severally responsible for all obligations and liabilities relating to the Project in accordance with the terms of the RFP, and for the performance of the Concessionaire’s obligations.

6. Shareholding in the SPV(a) The Parties agree that the proportion of shareholding among the Parties in the SPV shall be as follows:

First Party:

Second Party:

Third Party:

(b) Subject to the terms of the Agreement, the lead Member shall during the term of the Concession Agreement hold equity share capital not less than 51% (fifty one percent) of the subscribed, paid up and voting equity share capital of the SPV; and

7. Representation of the PartiesEach Party represents to the other Parties as of the date of this Agreement that:a. such Party is duly organised, validly existing and in good standing under the laws of its

incorporation and has all requisite power and INKEL to enter into this Agreement;b. the execution, delivery and performance by such Party of this Agreement has been

authorised by all necessary and appropriate corporate or governmental action and a copy of the extract of the charter documents and board resolution/power of attorney in favour of the person executing this Agreement for the delegation of power and INKEL to execute this Agreement on behalf of the Member of Consortium is annexed to thisAgreement, and will not, to the best of its knowledge:

i. require any consent or approval not already obtained;ii. violate any applicable law presently in effect and having applicability to it;iii. violate the memorandum of association and articles of association, by-laws or

other applicable organisational documents thereof;

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iv. violate any clearance, permit, concession, grant, license or other governmental authorisation, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; and

v. create or impose any liens, mortgages, pledges, claims, security interests, charges or any other encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement;

c. this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and

d. there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement.

8. TerminationThis Agreement shall be effective from the date hereof and shall continue in full force and effect till the full and final satisfaction of all obligations under the Agreement in accordance with the terms thereof, in case the Project is awarded to the Consortium. However, in case the Consortium is either not qualified for the Project or does not get selected for award of the Project as the Selected Bidder, the Agreement will stand terminated, in accordance with the mutual agreement of the Parties provided that if the Consortium continues to be in contention for any subsequent Projects that the INKEL may undertake, as a Qualified Bidder, then this Agreement shall continue until such time that there is no possibility of the Consortium being selected as the Selected Bidder under the RFP.

9. MiscellaneousThis Joint Bidding Agreement shall be governed by laws of India.

The Parties acknowledge and accept that this Agreement shall not be amended by the Parties without the prior written consent of the INKEL.

IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVEREDFor and on behalf ofLEAD MEMBER by:(Signature)(Name) (Designation)(Address)

SIGNED, SEALED AND DELIVEREDFor and on behalf of

SECOND PART

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Signature)(Name)(Designation)(Address)

SIGNED, SEALED AND DELIVEREDFor and on behalf of

THIRD PART

(Signature)(Name)(Designation)(Address)

In the presence of:

1. 2.

Notes:

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

2. Each Joint Bidding Agreement should attach a copy of the extract of the charter documents and documents such as resolution/power of attorney in favour of the person executing this Agreement for the delegation of power and INKEL to execute this Agreement on behalf of the Member of Consortium.

3. For a Joint Bidding Agreement executed and issued overseas, the document shall belegalized by the Indian Embassy and notarized in the jurisdiction where the Power of Attorney has been executed.

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